<PAGE>

                     PLEASE READ THIS CERTIFICATE CAREFULLY

Annuity benefit payments and other values provided by this Certificate, when
based on the investment performance of the Variable Account, may increase or
decrease and are not guaranteed as to fixed dollar amount. Please refer to the
Value of the Variable Account section for additional information.

VALUES REMOVED FROM A GUARANTEE PERIOD ACCOUNT PRIOR TO THE END OF ITS GUARANTEE
PERIOD MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT THAT MAY INCREASE OR DECREASE
THE VALUES. A NEGATIVE MARKET VALUE ADJUSTMENT WILL NEVER BE APPLIED TO THE
DEATH BENEFIT. A POSITIVE MARKET VALUE ADJUSTMENT, IF APPLICABLE, WILL BE ADDED
TO THE DEATH BENEFIT WHEN THE BENEFIT PAID IS THE CERTIFICATE'S ACCUMULATED
VALUE. PLEASE REFER TO THE MARKET VALUE ADJUSTMENT SECTION FOR ADDITIONAL
INFORMATION.

                          RIGHT TO EXAMINE CERTIFICATE

The Owner may cancel this Certificate by returning it to the Company or one of
its authorized representatives within ten days after receipt. If returned, the
Company will refund an amount equal to the Accumulated Value, after application
of the Market Value Adjustment, plus any fees or other charges imposed. If,
however, the Certificate is issued as an Individual Retirement Annuity (IRA),
the Company will refund gross payments.

                FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

Home Office:               Worcester, Massachusetts
Principal Office:          440 Lincoln Street, Worcester, Massachusetts 01653


This Certificate is a legal contract between First Allmerica Financial Life
Insurance Company (the Company) and the Owner and is issued in consideration of
the Initial Payment shown on the Specifications page. Additional Payments are
permitted. Payments may be allocated to Variable Sub-Accounts, the Fixed Account
or Guarantee Period Accounts. While this Certificate is in effect, the Company
agrees to pay annuity benefit payments beginning on the Annuity Date or to pay a
Death Benefit to the Beneficiary if an Owner dies prior to the Annuity Date.

    /s/  JOHN F. O'BRIEN                               /s/ CHARLES F. CRONIN

         President                                            Secretary



              Flexible Payment Deferred Fixed and Variable Annuity
              Annuity Benefit Payments Payable on the Annuity Date

    Death Benefit Payable to Beneficiary if Owner Dies prior to Annuity Date
                                Non-Participating

Form A3036.NY-01GRC                   1                                  NYACS1

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                        <C>
SPECIFICATIONS..........................................................................................      3

DEFINITIONS.............................................................................................      9

OWNER, ANNUITANT AND BENEFICIARY........................................................................     12

THE ACCUMULATION PHASE

         PAYMENTS.......................................................................................     14

         VALUES.........................................................................................     14

         TRANSFER.......................................................................................     16

         WITHDRAWAL AND SURRENDER.......................................................................     17

         DEATH BENEFIT..................................................................................     21

THE PAYOUT PHASE

         ANNUITY BENEFIT................................................................................     23

         TRANSFER.......................................................................................     25

         WITHDRAWAL.....................................................................................     26

         PRESENT VALUE OF ANNUITY BENEFIT PAYMENTS......................................................     27

         DEATH OF THE ANNUITANT.........................................................................     27

         ANNUITY BENEFIT PAYMENT OPTIONS................................................................     28

         ANNUITY BENEFIT PAYMENT GUARANTEE OPTIONS......................................................     28

         ANNUITY OPTION RATE TABLES.....................................................................     28

GENERAL PROVISIONS......................................................................................     32
</TABLE>
Form A3036.NY-01GRC                   2                                  NYACS1

<PAGE>

                                 SPECIFICATIONS
                        (TO BE ISSUED ON THE ISSUE DATE)
<TABLE>
<S>                        <C>              <C>                                 <C>
Certificate Type:          Non-Qualified    Certificate Number:                 xx00000000
Issue Date:                01/01/2002       Annuity Date:                       01/01/2035

Owner:                     John Doe         Owner Date of Birth:                01/01/1950
Joint Owner:               Jack Doe         Joint Owner Date of Birth:          01/01/1950

Annuitant:                 John Doe         Annuitant Date of Birth             01/01/1950
Joint Annuitant:           Jack Doe         Joint Annuitant Date of Birth       01/01/1950

Annuitant Sex:             Male             Beneficiary(ies):
Joint Annuitant Sex:       Male             Primary:                     Surviving Joint Owner, if any
                                            1st Contingent:                     Mary Doe
                                            2nd Contingent:                     Jack Doe

Minimum Fixed Account                       Minimum Additional Payment
Guaranteed Interest Rate:  3%               Amount:                             $50.00

Guarantee Period Account                    Guarantee Period Account

Minimum Interest Rate:     3%               Minimum Allocation Amount:          $1,000.00

Minimum Withdrawal                          Maximum Alternative Annuity
Amount:                    $100.00          Date:                               01/01/2040

Minimum Annuity Benefit
Payment:                   $20.00
</TABLE>

Mortality and Expense Risk Charge: 1.30% on an annual basis of the daily
value of the Sub-Account assets.

Administrative Charge: .20% on an annual basis of the daily value of the
Sub-Account assets.

Certificate Fee:  $30, if the Accumulated Value is less than $75,000.00.
Waived for 401(k)s.

Principal Office:  440 Lincoln Street, Worcester, Massachusetts 01653
[(1-800-782-8380)]

Monthly Variable Annuity Benefit Payment will not decrease if the annual
performance of the applicable Sub-Account(s) is 4.50% (if a 3% AIR is chosen)
or 6.50% (if a 5% AIR is chosen).

Form A8036AA.NY-01GRC                 3                                  NYACS2

<PAGE>

                           SPECIFICATIONS (CONTINUED)
                        (TO BE ISSUED ON THE ISSUE DATE)
<TABLE>
<S>                                 <C>              <C>
Owner:                              John Doe         Certificate Number: zz00000000

Joint Owner:                        Jack Doe

Initial Payment:                    $75,000.00

Payment Allocation:                 The Initial Payment is allocated in the following manner:
</TABLE>
<TABLE>
<CAPTION>
         VARIABLE SUB-ACCOUNTS:
         ----------------------
         <S>                                         <C>
         [Delaware International Equity              Invesco Health Sci
         Fidelity VIP Overseas                       Janus Aspen Growth
         Pioneer Emerging Markets                    Scudder Technology Growth Portfolio
         Select Emerging Markets                     Select Growth
         Select International Equity                 SVS Dremen Financial Services Portfolio
         T. Rowe Price Int'l Stock                   Alliance Gro & Inc
         AIM Aggr Growth                             Allmerica Equity Index
         Franklin Small Cap Fund                     Fidelity VIP Eqty-Income
         Select Aggressive Growth                    Fidelity VIP II Contrafund Portfolio
         Select Capital Appreciation                 Janus Growth & Inc
         Select Strategic Growth                     Pioneer Real Estate
         Select Value Opportunity                    Select Growth & Income
         AIM V.I. Blue Chip Fund                     Fidelity VIP II Asset Mgr
         AIM V.I. Value                              Allmerica Government Bond
         Alliance Premier Growth                     Eaton Vance VT Floating-Rate Income Fund
         Core Equity Fund                            Fideltiy VIP High Income
         DGPF Growth Opportunities                   Select Inv Grade Inc
         Fidelity VIP Growth                         Select Strategic Income Fund
         Fidelity Growth Opps                        Allmerica Money Market]
         Franklin Natural Res

         FIXED ACCOUNT:
         --------------

         Initial Interest Rate (applies only to Initial Payments)               [5.0%]
</TABLE>


Form A8036AA.NY-01GRC                 4                                  NYACS2

<PAGE>

                           SPECIFICATIONS (CONTINUED)
                        (TO BE ISSUED ON THE ISSUE DATE)
<TABLE>
<S>                        <C>                       <C>                        <C>
Owner:                     John Doe                  Certificate Number:        zz00000000

Joint Owner:               Jack Doe

         GUARANTEE PERIOD ACCOUNTS:

         GUARANTEE PERIOD                   INTEREST RATE              EXPIRATION DATE

         [2 years                                    [3.50%                     [1/01/2004
         3 years                                      3.85%                     1/01/2005
         4 years                                      4.00%                     1/01/2006
         5 years                                      4.60%                     1/01/2007
         6 years                                      4.90%                     1/01/2008
         7 years                                      5.05%                     1/01/2009
         8 years                                      5.30%                     1/01/2010
         9 years                                      5.45%                     1/01/2011
         10 years]                                    5.65%]                    1/01/2012]


--------------
   100%                    TOTAL OF ALL ACCOUNTS
</TABLE>


Form A8036AA.NY-01GRC                 5                                  NYACS2

<PAGE>

                           SPECIFICATIONS (CONTINUED)
                        (TO BE ISSUED ON THE ISSUE DATE)
<TABLE>
<S>                        <C>                       <C>
Owner:                     John Doe                  Certificate Number: zz00000000

Joint Owner:               Jack Doe
</TABLE>

RIDER(S) SELECTED:

[Enhanced Death Benefit Rider:

         EDB Charge:

         For amounts allocated to the variable Sub-Accounts: .15% on an
         annual basis of the daily value of the Sub-Account Assets.

         The EDB charge only applies during the Accumulation Phase.]



Form A8036AA.NY-01GRC                 6                                  NYACS2

<PAGE>










                       THIS PAGE INTENTIONALLY LEFT BLANK








Form A8036AA.NY-01GRC                 7                                  NYACS2

<PAGE>










                       THIS PAGE INTENTIONALLY LEFT BLANK








Form A8036AA.NY-01GRC                 8                                  NYACS2

<PAGE>

                                   DEFINITIONS

Accumulated Value              The aggregate value of all accounts in this
                               Certificate before the Annuity Date. As long as
                               the Accumulated Value is greater than zero, the
                               Certificate will stay in effect.

Accumulation Unit              A measure used to calculate the value of a
                               Sub-Account before annuity benefit payments
                               begin.

Annuitant                      On and after the Annuity Date, the person upon
                               whose continuation of life annuity benefit
                               payments involving life contingency depend. Joint
                               Annuitants are permitted and unless otherwise
                               indicated, any reference to Annuitant shall
                               include Joint Annuitants.

Annuity Date                   The date annuity benefit payments begin. The
                               Annuity Date is shown on the Specification page.
                               The Annuity Date is based on the age of the
                               oldest Owner. If there is a non-natural Owner,
                               the Annuity Date is based upon the age of the
                               oldest Annuitant. The Annuity Date can be changed
                               to the maximum alternative Annuity Date (see
                               Specifications page), or age 90 if later.

Annuity Unit                   A measure used to calculate annuity benefit
                               payments under a variable annuity option.

Beneficiary                    The person, persons or entity entitled to the
                               Death Benefit prior to the Annuity Date or any
                               annuity benefit payments upon the death of the
                               Owner on or after the Annuity Date.

Certificate                    The Certificate is issued under the Group
                               Annuity Contract No. A3036.NY-01GRP by the
                               Company.

Certificate Year               A one-year period based on the issue date or an
                               anniversary thereof.

Company                        First Allmerica Financial Life Insurance Company.

Effective Valuation Date       The Valuation Date on or immediately following
                               the day a payment, request for transfer,
                               withdrawal, surrender, or Proof of Death is
                               received at the Principal Office.

Fixed Account                  The part of the Company's General Account to
                               which all or a portion of a Payment or transfer
                               may be allocated.

Fund                           Each separate investment company, investment
                               series or portfolio eligible for investment by a
                               Sub-Account of the Variable Account.

General Account                All assets of the Company that are not allocated
                               to a Separate Account.

Group Annuity Contract         The Company's Group Annuity Contract No.
                               A3036.NY-01GRP, issued to [Trust X].

Guarantee Period               The number of years that a Guaranteed Interest
                               Rate may be credited to a Guarantee Period
                               Account. The Guarantee Period may range from two
                               to ten years.

Guarantee Period Account       An account which corresponds to a Guaranteed
                               Interest Rate for a specified Guarantee
                               Period and is supported by assets in a
                               Separate Account. The Owner may only invest in a
                               Guarantee Period Account prior to the Annuity
                               Date.

Form A3036.NY-01GRC                   9                                  NYACS1

<PAGE>

Guaranteed Interest Rate       The annual effective rate of interest, after
                               daily compounding, credited to a Guarantee
                               Period Account.

Market Value Adjustment        A positive or negative adjustment to earnings
                               in a Guarantee Period Account assessed if any
                               portion of a Guarantee Period Account is
                               withdrawn or transferred prior to the end of
                               its Guarantee Period.

Participant (Owner)            A client of a Broker-Dealer participating in
                               [Trust X] and the person or entity entitled to
                               exercise the rights and privileges of ownership
                               under this Certificate (hereinafter referred to
                               as the Owner). Joint Owners are permitted and
                               unless otherwise indicated, any reference to
                               Owner shall include joint Owners.

Proof of Death                 The date on which both the death certificate and
                               all necessary claim paperwork have been received
                               at the Principal Office.

Pro Rata                       How a Payment or withdrawal may be allocated
                               among the accounts. A Pro Rata allocation or
                               withdrawal will be made in the same proportion
                               that the value of each account bears to the
                               Accumulated Value.

Request                        A request or notice made by the Owner, in a
                               manner consistent with the Company's current
                               procedures, which is received by the Company.

Qualified Certificate          For purposes of this Certificate only, a
                               Certificate that is purchased in connection
                               with a retirement plan which meets the
                               requirements of Sections 401, 403, 408 and 408A
                               of the Internal Revenue Code.

Separate Account               A segregated account established by the Company.
                               The assets in a Separate Account are not
                               commingled with the Company's general assets and
                               obligations.  The assets of a Separate Account
                               are not subject to claims arising out of any
                               other business the Company may conduct.  The
                               amount of assets held in the Separate Account
                               will have a value at least equal to the
                               Accumulated Value of the Certificates that apply
                               to the Separate Account and the liabilities that
                               vary with the experience of the Separate Account
                               for those Certificates.

State                          The state or jurisdiction in which the
                               Certificate is delivered.

Sub-Account                    A Variable Account subdivision that invests
                               exclusively in shares of a corresponding Fund.

Surrender Value                The amount payable to the Owner on full
                               surrender equal to the Accumulated Value after
                               application of any Market Value Adjustment and
                               Certificate Fee.

Survivor Annuity Benefit       The number of Annuity Units (under a variable
Percentage                     joint life annuitization option) or the dollar
                               value of the annuity benefit payments (under a
                               fixed joint life annuitization option) paid
                               during the surviving Annuitant's life may be less
                               than or equal to the number of Annuity Units or
                               dollars paid when both individuals are living,
                               The Survivor Annuity Benefit Percentage is the
                               percentage of total Annuity Units or dollars paid
                               in each annuity benefit during the survivor's
                               life. For example, with a Joint and Two-thirds
                               Survivor Option, the Survivor Annuity Benefit
                               Percentage is 66 2/3%. This percentage is only
                               applicable after the death of the first
                               Annuitant.

Form A3036.NY-01GRC                   10                                 NYACS1

<PAGE>

Valuation Date                 A day the values of all units are
                               determined. Valuation Dates occur on each day the
                               New York Stock Exchange is open for trading, or
                               such other dates when there is sufficient trading
                               in a Fund's portfolio securities such that the
                               current unit value may be materially affected.

Valuation Period               The interval between two consecutive Valuation
                               Dates.

Variable Account               The Company's Separate Account, consisting of
                               Sub-Accounts that invest in the underlying Funds.












Form A3036.NY-01GRC                   11                                 NYACS1

<PAGE>

                        OWNER, ANNUITANT AND BENEFICIARY

Participant (Owner)            When the Certificate is issued, the Owner
                               will be as shown on the Specifications page. The
                               Owner may be changed in accordance with the terms
                               of this Certificate. Upon the death of an Owner
                               prior to the Annuity Date, a Death Benefit is
                               paid and the Certificate will no longer continue.
                               The Maximum Alternative Annuity Date is based
                               upon the age of the Owner.

                               The Owner may exercise all rights and options
                               granted in this Certificate or by the Company,
                               subject to the consent of any irrevocable
                               Beneficiary. Where there are joint Owners, the
                               consent of both is required in order to exercise
                               any ownership rights.

Assignment                     Prior to the Annuity Date and prior to the death
                               of an Owner, the Owner may be changed at any
                               time. Only the Owner may assign this Certificate.
                               An absolute assignment will transfer ownership to
                               the assignee. This Certificate may also be
                               collaterally assigned as security. The
                               limitations on ownership rights while the
                               collateral assignment is in effect are stated in
                               the assignment. Additional limitations may exist
                               for Certificates issued under provisions of the
                               Internal Revenue Code.

                               An assignment will take place only when the
                               Company has actually received a written Request
                               at the Principal Office. The Company will not be
                               deemed to know of the assignment until it has
                               received the Request. When received, the
                               assignment will take effect as of the date it was
                               signed. The assignment will be subject to
                               payments made or actions taken by the Company
                               before the change was received.

                               The Company will not be responsible for the
                               validity of any assignment nor the extent of any
                               assignee's interest. The interests of the
                               Beneficiary will be subject to any assignment.

Annuitant                      When the Certificate is issued, the Annuitant
                               will be as shown on the Specifications page.  The
                               Annuitant may be changed in accordance with the
                               terms of this Certificate.  Prior to the Annuity
                               Date, an Annuitant may be replaced or added
                               unless the Owner is a non-natural person.  At all
                               times there must be at least one Annuitant.  If
                               the Annuitant dies and a replacement is not
                               named, the Owner will be considered to be the new
                               Annuitant.  Upon the death of an Annuitant prior
                               to the Annuity Date, a Death Benefit is not paid
                               unless the Owner is a non-natural person.  If an
                               annuitant is also an Owner and dies, then the
                               Owner death benefit will apply.

                               A change of Annuitant will take place only when
                               the Company has actually received a Request
                               indicating the change at the Principal Office.
                               The Company will not be deemed to know of the
                               change of Annuitant until it has received the
                               Request. When received, the change of Annuitant
                               will take effect as of the date it was signed.
                               The change of Annuitant will be subject to
                               payments made or actions taken by the Company
                               before the change was received.

Beneficiary                    The Beneficiary is as named on the Specifications
                               page unless subsequently changed. The Owner may
                               declare any Beneficiary to be revocable or
                               irrevocable. A revocable Beneficiary may be
                               changed at any time prior to the Annuity Date and
                               before the death of an Owner or after the Annuity
                               Date and before the death of the Annuitant. An
                               irrevocable Beneficiary must consent in writing
                               to any change. Unless otherwise indicated, the
                               Beneficiary will be revocable.

Form A3036.NY-01GRC                   12                                 NYACS1

<PAGE>

                               A Beneficiary change must be made in writing on a
                               Beneficiary designation form and will be subject
                               to the rights of any assignee of record. When the
                               Company receives the form, the change will take
                               place as of the date it was signed, even if an
                               Owner or the Annuitant dies after the form is
                               signed but prior to the Company's receipt of the
                               form. Any rights created by the change will be
                               subject to payments made or actions taken by the
                               Company before the change was received.

                               All benefits payable to the Beneficiary under
                               this Certificate will be divided equally among
                               the surviving Beneficiaries of the same class,
                               unless the Owner directs otherwise. If there is
                               no surviving Beneficiary in a particular class
                               (e.g., 1st Contingent Beneficiary, see
                               Specifications page), the benefit is divided
                               equally among the surviving Beneficiaries of the
                               next class. If there is no surviving Beneficiary,
                               the deceased Beneficiary's interest will pass to
                               the Owner or the Owner's estate. At the death of
                               the first joint Owner prior to the Annuity Date,
                               the surviving joint Owner is the sole, primary
                               Beneficiary not withstanding that the designated
                               Beneficiary may be different.

                               The Beneficiary can not assign, transfer,
                               commute, anticipate or encumber the proceeds or
                               payments unless given that right by the Owner.

Protection of Proceeds         To the extent allowed by law, this Certificate
                               and any payments made under it will be exempt
                               from the claims of creditors.













Form A3036.NY-01GRC                   13                                 NYACS1

<PAGE>

                             THE ACCUMULATION PHASE

                               PAYMENTS

Payments                       Each Payment is equal to the gross payment
                               made to the Certificate.

Initial Payment                The Initial Payment is shown on the
                               Specifications page.

Additional Payments            Prior to the Annuity Date and before the
                               death of an Owner, the Owner may make additional
                               Payments of at least the Minimum Additional
                               Payment Amount (see Specifications page). Total
                               Payments made may not exceed $5,000,000 without
                               the Company's consent.

Payment Allocations            For Individual Retirement Annuities (IRAs), the
                               Initial Payment and any subsequent Payment made
                               during the Certificate's first fifteen days,
                               allocated to the Sub-Accounts, will be allocated
                               to the money market Sub-Account.  After the first
                               fifteen days, such amounts will be allocated in
                               accordance with the Payment Allocation, shown on
                               the Specifications page.  New Payments made after
                               the first fifteen days will be allocated in
                               accordance with the Payment Allocation shown on
                               the Specifications Page unless allocation
                               instructions accompany the Payment or the Payment
                               Allocation is changed by the Owner.

                               For all other Certificates, the Initial Payment
                               will be allocated in accordance with the Payment
                               Allocation, shown on the Specifications page.
                               Each subsequent Payment will be allocated in the
                               same manner unless allocation instructions
                               accompany the Payment or the Payment Allocation
                               is changed by the Owner.

                               The minimum amount that may be allocated to the
                               Guarantee Period Account is shown on the
                               Specifications page. If the Owner requests an
                               allocation less than the minimum amount, the
                               Company reserves the right to apply that amount
                               to the money market Sub-Account.

                               VALUES

Value of the Variable          The value of a Sub-Account on a Valuation Date is
Account                        determined by multiplying the Accumulation Units
                               in that Sub-Account by the Accumulation Unit
                               Value as of the Valuation Date.

                               Accumulation Units are purchased when an amount
                               is allocated to a Sub-Account. The number of
                               Accumulation Units purchased equals that amount
                               divided by the applicable Accumulation Unit Value
                               as of the Valuation Date.

Accumulation Unit              The value of a Sub-Account Accumulation Unit as
Values                         of any Valuation Date is determined by
                               multiplying the value of an Accumulation Unit
                               for the preceding Valuation Date by the Net
                               Investment Factor for that Valuation Period.

Net Investment Factor          The Net Investment Factor measures the investment
                               performance of a Sub-Account from one Valuation
                               Period to the next. This factor is equal to
                               1.000000 plus the result (which may be positive
                               or negative) from dividing (a) by (b) and
                               subtracting (c) and (d) where:

Form A3036.NY-01GRC                   14                                 NYACS1

<PAGE>

                                   (a)      is the investment income of a
                                            Sub-Account for the Valuation
                                            Period, including realized or
                                            unrealized capital gains and
                                            losses during the Valuation
                                            Period, adjusted for provisions
                                            made for taxes, if any;

                                   (b)      is the value of that Sub-Account's
                                            assets at the beginning of the
                                            Valuation Period;

                                   (c)      is the Mortality and Expense Risk
                                            Charge applicable to the current
                                            Valuation Period plus any applicable
                                            Rider charges (see Specifications
                                            page); and

                                   (d)      is the Administrative Charge
                                            applicable to the current Valuation
                                            Period (see Specifications page).

                               The Company assumes the risk that its actual
                               mortality expense experience may exceed the
                               amounts provided under the Certificate. The
                               Company guarantees that the charge for mortality
                               and expense risks and the administrative charge
                               will not be increased. Subject to applicable
                               State and federal laws, these charges may be
                               decreased or the method used to determine the Net
                               Investment Factor may be changed.

Value of the Fixed             Amounts allocated to the Fixed Account receive
Account                        interest at rates periodically set by the
                               Company.  The Company guarantees that the initial
                               rate of interest in effect when an amount is
                               allocated to the Fixed Account will remain in
                               effect for that amount for one year or until
                               such amount is transferred out of the Fixed
                               Account, whichever is sooner. Thereafter, the
                               rate of interest for that amount will be the
                               Company's current interest rate, but no less than
                               the Minimum Fixed Account Guaranteed Interest
                               Rate (see Specifications page).

                               The value of the Fixed Account on any date is the
                               sum of amounts allocated to the Fixed Account
                               plus interest compounded and credited daily at
                               the rates applicable to those amounts. The value
                               of the Fixed Account will be at least equal to
                               the minimum required by law in the State of New
                               York.

Value of the Guarantee         A Guarantee Period Account will be established on
Period Accounts                the date a net Payment or transfer is allocated
                               to a specific Guarantee Period.  Amounts
                               allocated to the same Guarantee Period Account on
                               the same day will be treated as one Guarantee
                               Period Account. The interest rate in effect
                               when an amount is allocated to a Guarantee Period
                               Account is guaranteed for the duration of the
                               Guarantee Period. Additional amounts allocated
                               to Guarantee Periods of the same or different
                               durations will result in additional Guarantee
                               Period Accounts, each with its own Guaranteed
                               Interest Rate and expiration date. Expiration
                               dates for Guarantee Period Accounts will be
                               shown on the payment confirmations and on annual
                               reports to the Owner.

                               The value of a Guarantee Period Account on any
                               date is the sum of amounts allocated to that
                               Guarantee Period Account plus interest compounded
                               and credited daily at the rate applicable to that
                               amount.

Guaranteed Interest            The Company will periodically set Guaranteed
Rates                          Interest Rates for each available Guarantee
                               Period. These rates will be guaranteed for the
                               duration of the respective Guarantee Periods.
                               A Guaranteed Interest Rate will never be less
                               than the Guarantee Period Account Minimum
                               Interest Rate (see Specifications page).

Form A3036.NY-01GRC                   15                                 NYACS1

<PAGE>

Renewal Guarantee              At least 15 days (but not more than 45 days)
Periods                        prior to the end of a Guarantee Period, the
                               Company will notify the Owner in writing of the
                               expiration of that Guarantee Period and of the
                               right to reallocate and/or withdraw amounts
                               without any Market Value Adjustment during the
                               30 day period following the expiration date.
                               Following receipt of the Guarantee Period Account
                               expiration notice, the Owner may submit a written
                               Request to withdraw the monies in the account
                               and/or to transfer amounts to the Sub-Accounts,
                               the Fixed Account and/or to a new Guarantee
                               Period Account of any duration then offered by
                               the Company.  Guaranteed Interest Rates
                               corresponding to the available Guarantee Periods
                               may be higher or lower than the previous
                               Guaranteed Interest Rate.  The Owner's
                               reallocation is to be the date following the
                               Guarantee Period Account's expiration date.  If
                               the Owner's reallocation/withdrawal request is
                               not received at the Principal Office by the
                               expiration date of a Guarantee Period Account,
                               then the day following the expiration date of
                               the Guarantee Period Account, the value will be
                               automatically applied to a new Guarantee Period
                               Account with the same duration as the expired
                               Guarantee Period Account unless:

                                   (a)      the Guarantee Period Account value
                                            is less than the Guarantee Period
                                            Account Minimum Allocation Amount
                                            (see Specifications page) on its
                                            expiration date; or

                                   (b)      the Guarantee Period would extend
                                            beyond the Annuity Date or is no
                                            longer available.

                               In such cases, the Guarantee Period Account value
                               will be transferred to the money market
                               Sub-Account. If, however, a
                               reallocation/withdrawal request for the prior
                               Guarantee Period Account is received within 10
                               days of the renewal date, the Company will
                               transfer and/or withdraw the payment as requested
                               without applying a Market Value Adjustment.

Certificate Fee                Prior to the Annuity Date, on each Certificate
                               Anniversary and when the Certificate is
                               surrendered, the Company will deduct a
                               Certificate Fee (see Specifications page) Pro
                               Rata.

                               TRANSFER

                               Prior to the Annuity Date, by Request, the Owner
                               may transfer amounts among accounts by Request to
                               the Principal Office. Transfers to a Guarantee
                               Period Account must be at least equal to the
                               Minimum Guarantee Period Account Allocation
                               Amount (see Specifications page). If the Owner
                               requests the transfer of a smaller amount to the
                               Guarantee Period Account, the Company may
                               transfer that amount to the money market
                               Sub-Account.

                               Any transfer from a Guarantee Period Account
                               prior to the end of its Guarantee Period will be
                               subject to a Market Value Adjustment.

                               There is no charge for the first twelve transfers
                               per Certificate year. A transfer charge of up to
                               $25 may be imposed on each additional transfer.

                               The Certificate is not designed for use by
                               individuals, professional market timing
                               organizations, or other entities that do "market
                               timing," programmed transfers, frequent
                               transfers, or transfers that are large in
                               relation to the total assets of a Fund. If there
                               is a pattern of transfers that coincides with a
                               market timing strategy and/or that is disruptive
                               to the Funds, the Company reserves the right to
                               refuse transfers or to take other action to limit
                               the use of such activities.

Form A3036.NY-01GRC                   16                                 NYACS1

<PAGE>

Automatic Transfers            Prior to the Annuity Date, by Request,
                               the Owner may elect automatic transfers (Dollar
                               Cost Averaging) of at least $100 on a periodic
                               basis to one or more Sub-Accounts from one of the
                               following source accounts: (1) the Fixed Account;
                               (2) the money market Sub-Account; or (3) any
                               additional Sub-Accounts that the Company may
                               offer under its then current rules. Automatic
                               transfers may not be made into the Fixed Account
                               or into a Sub-Account that is to be used as the
                               source account.

                               Automatic transfers may be made on a monthly,
                               bi-monthly, quarterly, semi-annual or annual
                               basis. The first automatic transfer and any
                               subsequent transfers out of the source account in
                               the same or subsequent Certificate year(s) will
                               be treated as one transfer for purposes of the
                               Transfer Provision regardless of how many
                               Sub-Accounts are involved. (The Company reserves
                               the right to limit the number of Sub-Accounts
                               that may be utilized for automatic transfers and
                               to discontinue the arrangement upon advance
                               written notice to the Owner.) If an automatic
                               transfer would reduce the balance in the source
                               account to less than the automatic transfer
                               amount elected, the entire balance will be
                               transferred proportionately to the chosen
                               Sub-Account(s). Automatic transfers will continue
                               unless the amount in the source account on the
                               date an Automatic transfer is to occur is zero or
                               until the Owner's Request is received at the
                               Principal Office.

Automatic Rebalancing          Prior to the Annuity Date, by Request, the Owner
                               may elect automatic rebalancing (Automatic
                               Account Rebalancing) of Sub-Account allocations
                               to be made at least as frequently as monthly,
                               bi-monthly, quarterly, semi-annually or annually.
                               The Owner will designate the percentage
                               allocation for amounts invested in each of the
                               Sub-Accounts chosen.  On the periodic transfer
                               dates specified by the Owner, the Company will
                               review the percentage allocation in the various
                               Sub-Accounts and, as necessary, transfer funds
                               in order to reestablish the original designated
                               percentage allocation mix.  The first automatic
                               rebalancing and any subsequent rebalancing in
                               the same or subsequent Certificate year(s) will
                               be treated as one transfer for purposes of the
                               Transfer Provision regardless of how many
                               Sub-Accounts are involved.  The arrangement will
                               terminate when the Owner's Request is received
                               at the Principal Office.  (The Company reserves
                               the right to limit the number of Sub-Accounts
                               that may be utilized for automatic rebalancing
                               and to discontinue the arrangement upon advance
                               written notice to the Owner).

                               WITHDRAWAL AND SURRENDER

                               Prior to the Annuity Date, the Owner may, by
                               Request, withdraw a part of the Surrender Value
                               or surrender the Certificate for its Surrender
                               Value.

                               Any withdrawal must be at least the Minimum
                               Withdrawal Amount (see Specifications page). The
                               Request must indicate the dollar amount to be
                               withdrawn and the accounts from which it is to be
                               withdrawn. A withdrawal from a Guarantee Period
                               Account will be subject to a Market Value
                               Adjustment.

                               When surrendered, this Certificate terminates and
                               the Company has no further liability under it.
                               The Surrender Value will be based on the
                               Accumulated Value on the Effective Valuation
                               Date.

Form A3036.NY-01GRC                   17                                 NYACS1

<PAGE>

                               Amounts taken from the Variable Account will be
                               paid within 7 days of the date a Request is
                               received. The Company reserves the right to defer
                               surrenders and withdrawals of amounts in the
                               Variable Account for up to six months during any
                               period when (1) trading on the New York Stock
                               Exchange is closed for other than weekends and
                               holidays; (2) the Securities and Exchange
                               Commission by order has permitted such a
                               suspension; or (3) an emergency exists as
                               determined by the Securities and Exchange
                               Commission such that disposal of portfolio
                               securities or valuation of assets of the Separate
                               Account is not reasonably practicable.

                               Amounts taken from the Fixed Account or the
                               Guarantee Period Accounts will normally be paid
                               within 7 days of the date a Request is received.
                               The Company may defer payment for up to six
                               months from the date a Request is received. If
                               deferred for 10 days or more, the amount payable
                               will be credited interest at the rate(s) then
                               being credited by the Company. However, no
                               interest will be paid if it is less than $25 or
                               if the delay is pursuant to New York law.

Systematic Withdrawal          Prior to the Annuity Date, by Request, the Owner
                               may elect an automatic schedule of withdrawals
                               (Systematic Withdrawals) from amounts in the
                               Sub-Account(s) and/or the Fixed Account on a
                               monthly, bi-monthly, quarterly, semi-annual or
                               annual basis.  The amount of each automatic
                               withdrawal must meet the minimum withdrawal
                               requirements discussed in the paragraph above.
                               The Owner must designate by written Request the
                               specific dollar amount of each withdrawal and
                               the percentage of this amount which should be
                               taken from each designated Sub-Account and/or
                               the Fixed Account, or the Owner may elect to
                               withdraw a specific percentage of the Accumulated
                               Value calculated as of the withdrawal dates and
                               may designate the percentage of this amount which
                               should be taken from each account.

                               Systematic Withdrawals will automatically cease
                               on the Annuity Date. The Owner may change or
                               terminate Systematic Withdrawals by Request to
                               the Principal Office only.

Market Value Adjustment        A transfer, withdrawal or surrender from a
                               Guarantee Period Account after the expiration of
                               its Guarantee Period will not be subject to a
                               Market Value Adjustment. A Market Value
                               Adjustment will apply to all other transfers,
                               withdrawals, or surrenders from a Guarantee
                               Period Account. Amounts in a Guarantee Period
                               Account that are applied under an Annuity
                               Option are treated as withdrawals and a Market
                               Value Adjustment may apply. The Market Value
                               Adjustment will be determined by multiplying the
                               amount taken from each Guarantee Period Account
                               by the market value factor. The market value
                               factor for each Guarantee Period Account is equal
                               to:

                                                                       n/365
                                                    [(1 + i) / (1 + j)]      - 1

                               where:

                                          i - is the Guaranteed Interest Rate
                                          expressed as a decimal (for example:
                                          3% = 0.03) being credited to the
                                          current Guarantee Period;

                                          j - is the new Guaranteed Interest
                                          Rate, expressed as a decimal, for a
                                          Guarantee Period with a duration equal
                                          to the number of years remaining in
                                          the current Guarantee Period, rounded
                                          to the next nearest number of whole
                                          years. If this rate is not available,
                                          then the Company will employ a method
                                          based on the U.S. Industrial BBB Bond
                                          Indices published in

Form A3036.NY-01GRC                   18                                 NYACS1

<PAGE>
                                          Standard and Poor's Credit Week. These
                                          indices are contained in a table
                                          titled "Treasury and Corporate Bond
                                          Yields". j will be equal to the index
                                          (at the time of the deposit into the
                                          Guarantee Period Account) at the
                                          Guarantee Period Account duration less
                                          2.55%. j will be equal to the index
                                          (at the time of the calculation of the
                                          Market Value Adjustment) at a duration
                                          equal to the number of years remaining
                                          in the initial guarantee period,
                                          rounded to the nearest number of whole
                                          years less 2.55%. If a duration is not
                                          available in the table, an index will
                                          be calculated by linearly
                                          interpolating between the next highest
                                          and next lowest index in the table.

                                          n - is the number of days remaining
                                          from the Effective Valuation Date to
                                          the end of the current Guarantee
                                          Period.

                               If the Guaranteed Interest Rate being credited is
                               lower than the new Guaranteed Interest Rate, the
                               Market Value Adjustment will decrease the
                               Guarantee Period Account value (negative Market
                               Value Adjustment). Similarly, if the Guaranteed
                               Interest Rate being credited is higher than the
                               new Guaranteed Interest Rate, the Market Value
                               Adjustment will increase the Guarantee Period
                               Account value (positive Market Value Adjustment).
                               A positive or negative Market Value Adjustment
                               will never result in a change to the Guarantee
                               Period Account Value more than the interest
                               earned in excess of the Minimum Guarantee Period
                               Account Interest Rate (see Specifications page)
                               compounded daily from the beginning of the
                               current Guarantee Period Account.

                               This calculation creates a ceiling (capped) and a
                               floor (uncapped) that limits the impact a Market
                               Value Adjustment will have when money is
                               withdrawn, transferred or surrendered prior to
                               the expiration of the Guarantee Period. Examples
                               of this are as follows:
<TABLE>
                                    <S>                         <C>
                                                                             n/365
                                    The market value factor is: [(1+i)/(1+j)]      - 1
</TABLE>
                                    The following examples assume:

                               -    A payment of $50,000 was allocated to a
                                    ten-year Guarantee Period Account with a
                                    Guaranteed Interest Rate of 8%;

                               -    the date of surrender is seven years (2,555
                                    days) from the expiration date;

                               -    the value of the Guarantee Period Account is
                                    equal to $62,985.60 at the end of three
                                    years;

                               -    no transfers or withdrawals affecting this
                                    Guarantee Period Account have been
                                    made and o the Guarantee Period Account
                                    Minimum Interest Rate is 3%.

Form A3036.NY-01GRC                   19                                 NYACS1

<PAGE>

                               NEGATIVE MARKET VALUE ADJUSTMENT (UNCAPPED):
                               --------------------------------------------
                               Assume that on the date of surrender, the current
                               rate (j) is 10.00% or 0.10

                                                n/365
The market value factor        =   [(1+i)/(1+j)]      - 1
                                                    2555/365
                               =   [(1+.08)/(1+.10)]         - 1
                                           7
                               =   (.98182)  - 1
                               =   -.12054
The market value adjustment    =   the market value factor multiplied by the
                                   withdrawal
                               =   -.12054  x $62,985.60
                               =   -$7,592.11

                               POSITIVE MARKET VALUE ADJUSTMENT (UNCAPPED):
                               --------------------------------------------
                               Assume that on the date of surrender, the current
                               rate (j) is 7.00% or 0.07

                                                n/365
The market value factor        =   [(1+i)/(1+j)]      - 1
                                                   2555/365
                               =   [(1+.08)/(1+.07)         - 1
                                            7
                               =   (1.00935)  - 1
                               =   .06728
The market value adjustment    =   the market value factor multiplied by the
                                   withdrawal
                               =   .06728 x $62,985.60
                               =   $4,237.90

                               NEGATIVE MARKET VALUE ADJUSTMENT (CAPPED):
                               ------------------------------------------
                               Assume that on the date of surrender, the current
                               rate (j) is 11.00% or 0.11

                                               n/365
The market value factor        =   (1+i)/(1+j)]      - 1
                                                   2555/365
                               =   [(1+.08)/(1+.11)         - 1
                                           7
                               =   (.97297)  - 1
                               =   -.17454
The market value adjustment    =   Maximum of the market value factor multiplied
                                   by the withdrawal or the negative of the
                                   excess interest earned over 3%
                               =   Maximum (-.17454 x $62,985.60 or - $50,000 x
                                                   3
                                   [(1.08)3 -(1.03) ]
                               =   Maximum (- $10,992.38 or -$8,349.25)
                               =   -$8,349.25

                               POSITIVE MARKET VALUE ADJUSTMENT (CAPPED):
                               ------------------------------------------
                               Assume that on the date of surrender, the current
                               rate (j) is 5.00% or 0.05

                                                n/365
The market value factor        =   [(1+i)/(1+j)]      - 1
                                                   2555/365
                               =   [(1+.08)/(1+.05)         - 1
                                            7
                               =   (1.02857)  - 1
                               =   .21798
The market value adjustment    =   Minimum of the market value factor multiplied
                                   by the withdrawal or the excess interest
                                   earned over 3%
                               =   Minimum of (.21978 x $62,985.60 or $8,349.25)
                               =   Minimum of ($13,729.78 or $8,349.25)
                                   $8,349.25

Form A3036.NY-01GRC                   20                                 NYACS1

<PAGE>

                               DEATH BENEFIT

                               At the death of an Owner prior to the Annuity
                               Date, the Company will pay to the Beneficiary a
                               Death Benefit upon receipt at the Principal
                               Office of Proof of Death. If the Owner is a
                               non-natural person, prior to the Annuity Date a
                               Death Benefit is paid on the death of an
                               Annuitant, upon receipt at the Principal Office
                               of Proof of Death.

Death Benefit                  The Death Benefit will be the greater of:

                                      (a)  the Accumulated Value on the
                                           Effective Valuation Date, increased
                                           by any positive Market Value
                                           Adjustment; or

                                      (b)   the sum of the gross payments made
                                            under this Certificate prior to the
                                            date of death, proportionately
                                            reduced to reflect all partial
                                            withdrawals.

                                            For each withdrawal, the
                                            proportionate reduction is
                                            calculated by multiplying the Death
                                            Benefit under (b), immediately prior
                                            to the withdrawal, by the following:

                                               Amount of the withdrawal
                                            -----------------------------
                                            Accumulated Value immediately
                                               prior to the withdrawal

                               For example assume:

                               -  the amount of the withdrawal is $5,000
                               -  the Accumulated Value immediately prior to the
                                  withdrawal is $100,000
                               -  the death benefit under (b) above, before the
                                  withdrawal deduction, is $110,000.

                                 Amount of the withdrawal         $5,000
                               ----------------------------      --------
                               Accumulated Value immediately  =  $100,000  =  5%
                                 prior to the withdrawal

                               Therefore, the death benefit under (b) above,
                               after the withdrawal deduction, is reduced by 5%.
                               Thus, it would be equal to $110,000 times .05 =
                               $104,500.

Payment of the                 Unless the Owner has specified otherwise, the
Death Benefit                  Death Benefit will be paid to the Beneficiary
                               within 7 days of the Effective Valuation Date.
                               Alternatively, the Beneficiary may, by a Request
                               in writing, elect to:

                                   (a) defer distribution of the Death Benefit
                                       for a period no more than 5 years from
                                       the date of death; or

                                   (b) receive distributions over his/her
                                       life expectancy (or over a period not
                                       extending beyond such life expectancy).
                                       Distributions must begin within one year
                                       from the date of death.

                               If distribution of the Death Benefit is deferred
                               under (a) or (b), any value in the Guarantee
                               Period Accounts will be transferred to the money
                               market Sub-Account. The excess, if any, of the
                               Death Benefit over the Accumulated Value will
                               also be transferred to the money market
                               Sub-Account. The Beneficiary may, by Request,
                               effect transfers and withdrawals, but may not
                               make additional Payments. If there are multiple
                               Beneficiaries, the consent of all is required.

Form A3036.NY-01GRC                   21                                 NYACS1

<PAGE>

                               If the sole Beneficiary is the deceased Owner's
                               spouse, the Beneficiary may, by a Request in
                               writing, continue the Certificate and become the
                               new Owner and Annuitant subject to the following:

                                   (a) any value in the Guarantee Period
                                       Accounts will be transferred to the money
                                       market Sub-Account;

                                   (b) the excess, if any, of the Death Benefit
                                       over the Certificate's Accumulated Value
                                       will also be transferred to the
                                       money market Sub-Account;

                                   (c) additional Payments may be made; and

                                   (d) any subsequent spouse of the new Owner,
                                       if named as the Beneficiary, may not
                                       continue the Certificate.









Form A3036.NY-01GRC                   22                                 NYACS1

<PAGE>

                                THE PAYOUT PHASE

                               ANNUITY BENEFIT

Annuity Options                Annuity Options are available on a fixed,
                               variable or combination fixed and variable basis.
                               The Annuity Options described below or any
                               alternative option offered by the Company may be
                               chosen. If no option is chosen, monthly benefit
                               payments will be made under the Life Annuity with
                               Payments Guaranteed for Ten Years option.

                               Fixed annuity options are funded through the
                               General Account. Variable annuity options may be
                               funded through one or more of the Sub-Accounts.
                               Not all Sub-Accounts may be available.

Selection of Annuity           The Owner must select an Annuity Benefit Payment
Benefit Payments               Option.  Annuity benefit payments will be paid
                               monthly or at any other frequency currently
                               offered by the Company.  If the first payment
                               would be less than the Minimum Annuity Benefit
                               Payment (see Specifications page), a single
                               payment will be made instead.  If a life annuity
                               option has been elected, satisfactory proof
                               of the date of birth of the Annuitant must be
                               received at the Principal Office before any
                               payment is made.  Also, if a life annuity option
                               has been elected, the Company may require from
                               time to time satisfactory proof that the
                               Annuitant is alive.  The annuity benefit payments
                               provided under this Certificate are not less than
                               those required by the State.

Annuity Benefit                In the case of a variable annuity option, the
Payment Change                 Owner must select an Annuity Benefit Payment
Frequency                      Change Frequency. This is the frequency of change
                               in the dollar value of the variable portion of
                               the annuity benefit payments. For example, if an
                               annual Annuity Benefit Payment Change Frequency
                               is chosen, the dollar value of variable annuity
                               benefit payments will remain constant within each
                               one-year period. The Owner must also select the
                               date of the first change.

Assumed Investment             In the case of a variable annuity option, the
Return                         Owner must select an Assumed Investment Return
                               ("AIR"), from the options currently made
                               available by the Company.  This rate is
                               used to determine the initial variable annuity
                               benefit payment and how the payment will change
                               over time in response to the performance of the
                               selected Sub-Accounts.  If the actual performance
                               of any selected Sub-Account (as measured by the
                               Net Investment Factor) is equal to the AIR, the
                               annuity benefit payment attributable to that
                               Sub-Account (as measured by the Net Investment
                               Factor) will be constant.  If the actual
                               performance of any selected Sub-Account (as
                               measured by the Net Investment Factor) is
                               greater than the AIR, the annuity benefit payment
                               will increase.  If the actual performance of any
                               selected Sub-Account (as measured by the Net
                               Investment Factor) is less than the AIR, the
                               annuity benefit payment will decrease.

Reversal of Decision           The Owner may reverse the decision to annuitize
To Annuitize                   by a Request in writing within 90 days after the
                               Annuity Date.  Upon receipt of such notice, the
                               Company will place the Certificate back to the
                               Accumulation Phase subject to the following:

                                   (a) The funds applied under a variable
                                       annuity option during this period will
                                       be treated as if they had been
                                       invested in the Accumulation Phase of
                                       the Certificate, with the same
                                       allocations that were in effect since
                                       the Annuity Date.

Form A3036.NY-01GRC                   23                                 NYACS1

<PAGE>

                                   (b) The funds applied under a fixed
                                       annuity option during this period will
                                       be treated as if they had been
                                       invested in the Accumulation Phase of
                                       the Certificate in the Fixed Account,
                                       since the Annuity Date.

                                   (c) Any annuity benefit payment paid or
                                       withdrawal taken during this period
                                       will be treated as a withdrawal of the
                                       Surrender Value as of the date of the
                                       payment or withdrawal. Fixed annuity
                                       benefit payments will be treated as
                                       withdrawals from the Fixed Account.
                                       Variable annuity benefit payments will
                                       be treated as withdrawals from the
                                       variable Sub-Accounts.

                                   (d) If the Company learns of the Owner's
                                       decision to reverse after the Maximum
                                       Alternate Annuity Date (see
                                       Specifications page). The Owner must
                                       immediately select another Annuity
                                       Benefit Payment Option.

Annuity Value                  The Annuity Value will be the Accumulated
                               Value, after application of any Market Value
                               Adjustment, less any applicable premium tax. The
                               Annuity Value applied under a variable Annuity
                               Option is based on the Accumulation Unit Value on
                               a Valuation Date not more than four weeks,
                               uniformly applied, before the Annuity Date.

                               The amount of the first annuity benefit payment
                               under all available options, except the payments
                               guaranteed for a specified number of years
                               option, will depend on the age and/or sex of the
                               Annuitant on the Annuity Date and the Annuity
                               Value applied. The payments guaranteed for a
                               specified number of years option is based only on
                               the duration of payments and the Annuity Value.

                               The annuity benefit payments under the
                               Certificate will be equal to or greater than the
                               annuity benefit payments under a single premium
                               immediate variable annuity issued by the Company
                               where the initial payment is equal to the greater
                               of:

                                         (a)   the Surrender Value of the
                                               Certificate; or

                                         (b)   95% of the Accumulated Value of
                                               the Certificate.

                               In addition, the fixed annuity benefit payments
                               will be equal to or greater than the annuity
                               benefit payments produced when the Accumulated
                               Value is applied to the guaranteed rates.

Annuity Unit Values            A Sub-Account Annuity Unit Value on
                               any Valuation Date is equal to its value on the
                               preceding Valuation Date multiplied by the
                               product of:

                                   (a) a discount factor equivalent to the
                                       Assumed Investment Return, calculated on
                                       a daily basis; and

                                   (b) the Net Investment Factor of the
                                       Sub-Account funding the annuity benefit
                                       payments for the applicable Valuation
                                       Period.

                               The value of an Annuity Unit as of any date other
                               than a Valuation Date is equal to its value as of
                               the preceding Valuation Date.

                               Each variable annuity benefit payment is equal to
                               the number of Annuity Units multiplied by the
                               applicable value of an Annuity Unit, except that
                               under a Joint and

Form A3036.NY-01GRC                   24                                 NYACS1

<PAGE>

                               Survivor Option, after the first death, the
                               number of units in each payment is equal to
                               the total number of units multiplied by
                               the Survivor Annuity Benefit Percentage.

                               Variable annuity benefit payments will increase
                               or decrease with the value of the Annuity Units
                               as of the date of the first payment of each
                               Annuity Benefit Payment Change Frequency. The
                               Company guarantees that the amount of each
                               variable annuity benefit payment will not be
                               affected by changes in mortality and expense
                               experience.

Number of Annuity              For each Sub-Account the number of Annuity Units
Units                          determining the benefit payable is equal to the
                               amount of that portion of the first annuity
                               benefit payment divided by the value of the
                               Annuity Unit as of the Valuation Date used to
                               calculate the amount of the first payment. Once
                               annuity benefit payments begin, the number of
                               Annuity Units will not change unless a split, a
                               withdrawal or a transfer is made.

Payment of Annuity             Annuity Benefit Payments are paid to the Owner.
Benefit Payments               By Request in writing, the Owner may direct that
                               payments are made to another person, persons or
                               entity. If an Owner, who is not also an
                               Annuitant, dies on or after the Annuity Date,
                               the following occurs:

                                   (a) If the deceased Owner was the sole
                                       Owner, then the remaining annuity
                                       benefit payments will be payable to
                                       the Beneficiary in accordance with the
                                       terms of the Annuity Option selected.
                                       Upon the death of a sole Owner, the
                                       Beneficiary becomes the Owner of the
                                       Certificate.

                                   (b) If the Certificate has joint Owners,
                                       then the remaining annuity benefit
                                       payments will be payable to the
                                       surviving joint Owner in accordance
                                       with the terms of the Annuity Option
                                       selected. Upon the death of the
                                       surviving joint Owner, the Beneficiary
                                       becomes the Owner of the Certificate.

                               TRANSFER

                               After the Annuity Date and prior to the death of
                               the Annuitant, the Owner may transfer among
                               Sub-Accounts by Request to the Principal Office.

                               Transfers may increase or decrease the number of
                               Annuity Units in each subsequent payment.

                               There is no charge for the first twelve transfers
                               per Certificate year. A transfer charge of up to
                               $25 may be imposed on each additional transfer.

                               The Certificate is not designed for use by
                               individuals, professional market timing
                               organizations, or other entities that do "market
                               timing," programmed transfers, frequent
                               transfers, or transfers that are large in
                               relation to the total assets of a Fund. If there
                               is a pattern of transfers that coincides with a
                               market timing strategy and/or that is disruptive
                               to the Funds, the Company reserves the right to
                               refuse transfers or to take other action to limit
                               the use of such activities.

                               By Request, the Owner may elect automatic
                               rebalancing (Automatic Account Rebalancing) of
                               Sub-Account allocations to be made at least as
                               frequently as monthly, bi-monthly, quarterly,
                               semi-annually or annually. The Owner will
                               designate the percentage allocation for amounts
                               invested in each of the Sub-Accounts chosen. On
                               the periodic transfer dates specified by the
                               Owner, the Company will

Form A3036.NY-01GRC                   25                                 NYACS1

<PAGE>

                               review the percentage allocation in the various
                               Sub-Accounts and, as necessary, transfer funds
                               in order to reestablish the original designated
                               percentage allocation mix. If the amount
                               necessary to reestablish the designated mix on
                               any transfer date is less than $100, no transfer
                               will be made. The first automatic rebalancing
                               and any subsequent rebalancing in the same or
                               subsequent Certificate year(s) will be treated
                               as one transfer for purposes of the Transfer
                               Provision regardless of how many Sub-Accounts
                               are involved. The arrangement will terminate when
                               the Owner's Request is received at the Principal
                               Office. (The Company reserves the right to limit
                               the number of Sub-Accounts that may be utilized
                               for automatic rebalancing and to discontinue the
                               arrangement upon advance written notice to the
                               Owner).

                               WITHDRAWAL

                               Present Value Withdrawals may be made in
                               accordance with this provision after the Annuity
                               Date and prior to the death of the Annuitant.
                               Withdrawals are available if one of the following
                               Annuity Options is selected:

                                   (a) Payments Guaranteed for a Specified
                                       Number of Years Annuity

                                   (b) Life with Payments for a Guaranteed for
                                       a Specified Number of Years Annuity or

                                   (c) Life with Cash Back Annuity

                               Over the life of the Certificate, the Owner may
                               request withdrawals which represent a percentage
                               of the Present Value of those remaining
                               guaranteed annuity benefit payments. "Guaranteed
                               annuity benefit payments" refers to the non-life
                               contingent annuity benefit payments. Each year a
                               withdrawal is taken under this provision, the
                               Company records the percentage withdrawn. Each
                               withdrawal proportionately reduces future annuity
                               benefit payments. (See proportionate reduction
                               calculation below.) The total percentage
                               withdrawn over the life of the Certificate cannot
                               exceed the Present Value Withdrawal Amount (see
                               Specifications page).

F                              For Life with Payments Guaranteed for a Specified
                               Number of Years and Life with Cash Back Annuity
                               Options, only one Request for a withdrawal may be
                               made each calendar year.

                               For fixed Annuity Options, each withdrawal
                               proportionately reduces the dollar amount of each
                               future guaranteed annuity benefit payment. The
                               proportionate reduction is calculated by
                               multiplying the dollar amount of each future
                               guaranteed annuity benefit payment by the
                               following:

                                           Amount of the withdrawal
                                      ------------------------------------
                                      Present Value of all remaining fixed
                                       guaranteed annuity benefit payments
                                      immediately prior to the withdrawal.

                               For variable Annuity Options, each withdrawal
                               proportionately reduces any remaining guaranteed
                               payments. The proportionate reduction is
                               calculated by multiplying the number of Annuity
                               Units in each future guaranteed annuity benefit
                               payment by the following:

                                              Amount of the withdrawal
                                       ---------------------------------------
                                       Present Value of all remaining variable
                                         guaranteed annuity benefit payments
                                         immediately prior to the withdrawal.

Form A3036.NY-01GRC                   26                                 NYACS1

<PAGE>

                               If an Annuitant is still living after there are
                               no remaining guaranteed payments under a Life
                               with Payments Guaranteed for a Specified Number
                               of Years or Life with Cash Back Annuity Option:

                                   (a)    for variable Annuity Options, the
                                          number of Annuity Units will increase
                                          to the number of Annuity Units payable
                                          prior to any withdrawals, adjusted for
                                          transfers.

                                   (b)    for fixed Annuity Options, the dollar
                                          amount of the annuity benefit payments
                                          will increase to the amount payable
                                          prior to any withdrawals, adjusted for
                                          transfers.

                               Amounts withdrawn that were applied under a
                               variable Annuity Option will be paid within 7
                               days of the date a Request is received. The
                               Company reserves the right to defer surrenders
                               and withdrawals of amounts applied under a
                               variable Annuity Option for up to six months
                               during any period when (1) trading on the New
                               York Stock Exchange is closed for other than
                               weekends and holidays; (2) the Securities and
                               Exchange Commission by order has permitted such a
                               suspension; or (3) an emergency exists as
                               determined by the Securities and Exchange
                               Commission such that disposal of portfolio
                               securities or valuation of assets of the Separate
                               Account is not reasonably practicable.

                               Amounts withdrawn that were applied under a fixed
                               Annuity Option will normally be paid within 7
                               days of the date a Request is received. The
                               Company may defer payment for up to six months
                               from the date a Request is received. If deferred
                               for 10 days or more, the amount payable will be
                               credited interest at the rate(s) then being
                               credited by the Company. However, no interest
                               will be paid if it is less than $25 or if the
                               delay is pursuant to New York law.

                               PRESENT VALUE OF ANNUITY BENEFIT PAYMENTS

                               For a variety of purposes, it is at times
                               necessary to determine the Present Value of
                               either all future annuity benefit payments or of
                               future guaranteed annuity benefit payments.
                               Present Values are calculated based on the
                               Annuity 2000 Mortality Table, male, female or
                               unisex rates as appropriate, and the interest
                               rate or AIR used to determine the annuity benefit
                               payments.

                               DEATH OF THE ANNUITANT

                               Unless otherwise indicated by the Owner, upon the
                               death of the Annuitant, the Present Value of the
                               remaining guaranteed annuity benefit payments may
                               be paid to the Owner.

Form A3036.NY-01GRC                   27                                 NYACS1

<PAGE>

                               ANNUITY BENEFIT PAYMENT OPTIONS

                               PAYMENTS GUARANTEED FOR A SPECIFIED
                               NUMBER OF YEARS:

                               Periodic annuity benefit payments for a chosen
                               number of years. The number of years selected may
                               be from 5 to 30, or any other period currently
                               made available by the Company.

                               LIFE ANNUITY:

                                   (a)   Single Life - Periodic annuity benefit
                                         payments during the Annuitant's life.
                                         The annuity benefit payments do not
                                         continue after the death of the
                                         Annuitant.

                                   (b)   Joint and Survivor - Periodic annuity
                                         benefit payments during the joint
                                         lifetime of the Joint Annuitants. For
                                         variable options, after the first
                                         death, the number of units in each
                                         payment during the lifetime of the
                                         survivor is equal to the total number
                                         of units multiplied by the Survivor
                                         Annuity Benefit Percentage. For fixed
                                         options, after the first death, the
                                         dollar amount of each payment during
                                         the lifetime of the survivor is equal
                                         to the dollar value of each payment
                                         paid prior to such death multiplied by
                                         the Survivor Annuity Benefit
                                         Percentage.

                               ANNUITY BENEFIT PAYMENT GUARANTEE OPTIONS

                               If a life Annuity Option has been elected, the
                               Owner may also select one of the following
                               guarantees:

                               PAYMENTS GUARANTEED FOR A SPECIFIED
                               NUMBER OF YEARS

                               Periodic guaranteed payments for a period of 5 to
                               30 years, or any other period currently made
                               available by the Company.

                               CASH BACK:

                               Upon notification of the Annuitant's death, any
                               excess of the Annuity Value applied over the
                               total amount of the annuity benefit payments will
                               be paid to the Owner or Beneficiary, whichever is
                               applicable.

                               ANNUITY OPTION RATE TABLES

                               The first variable annuity benefit payment will
                               be based on the greater of the guaranteed minimum
                               Annuity Option Rates shown in the tables on the
                               following pages or the Annuity Option Rates made
                               available by the Company on the rate basis
                               available at the time the Annuity Option is
                               selected. The fixed annuity benefit payments will
                               be based on the greater of the guaranteed minimum
                               Annuity Option Rates shown in the tables on the
                               following pages or the Company's non-guaranteed
                               current Annuity Option Rates applicable to this
                               class of Certificates. The Company guarantees
                               that once an Annuity Option is selected, the
                               annuity benefit payments will not be affected by
                               changes in mortality and expense experience.

Form A3036.NY-01GRC                   28                                 NYACS1

<PAGE>

                             ANNUITY OPTION TABLES

                       MONTHLY ANNUITY BENEFIT PAYMENT
                  FOR EACH $1,000 OF ANNUITY VALUE APPLIED
<TABLE>
<CAPTION>
    Age        Payments Guaranteed
    Nearest    For 10 Years                 Annuity                     With Cash Back
    Payment
               Male     Female      Unisex  Male      Female    Unisex     Male     Female    Unisex
<S>            <C>      <C>         <C>     <C>       <C>       <C>        <C>      <C>       <C>
    50         4.05     3.81        3.91     4.08      3.83      3.93      3.90      3.72      3.79

    51         4.11     3.87        3.97     4.15      3.89      3.99      3.96      3.77      3.85
    52         4.18     3.93        4.03     4.22      3.95      4.06      4.01      3.82      3.90
    53         4.25     3.99        4.10     4.30      4.01      4.13      4.07      3.88      3.96
    54         4.33     4.06        4.17     4.38      4.08      4.20      4.14      3.94      4.02
    55         4.41     4.13        4.24     4.46      4.15      4.28      4.20      3.99      4.07

    56         4.49     4.20        4.32     4.55      4.23      4.36      4.27      4.06      4.14
    57         4.58     4.28        4.40     4.65      4.31      4.45      4.34      4.12      4.21
    58         4.68     4.36        4.49     4.75      4.40      4.54      4.42      4.19      4.28
    59         4.78     4.45        4.58     4.86      4.49      4.64      4.50      4.26      4.36
    60         4.88     4.54        4.67     4.98      4.59      4.74      4.58      4.34      4.44

    61         4.99     4.63        4.77     5.10      4.69      4.85      4.67      4.42      4.52
    62         5.10     4.73        4.88     5.23      4.80      4.97      4.76      4.50      4.60
    63         5.23     4.84        4.99     5.37      4.92      5.10      4.85      4.59      4.69
    64         5.35     4.95        5.11     5.52      5.04      5.24      4.95      4.68      4.79
    65         5.48     5.07        5.24     5.69      5.18      5.38      5.06      4.78      4.89

    66         5.62     5.20        5.37     5.86      5.32      5.54      5.17      4.89      5.00
    67         5.77     5.33        5.51     6.04      5.47      5.70      5.28      4.99      5.11
    68         5.92     5.47        5.65     6.24      5.64      5.88      5.40      5.11      5.23
    69         6.07     5.62        5.80     6.45      5.82      6.07      5.52      5.23      5.35
    70         6.23     5.78        5.96     6.67      6.01      6.27      5.66      5.36      5.48

    71         6.39     5.94        6.12     6.90      6.21      6.49      5.79      5.49      5.61
    72         6.56     6.11        6.29     7.16      6.44      6.72      5.94      5.63      5.75
    73         6.73     6.29        6.47     7.43      6.68      6.98      6.09      5.78      5.90
    74         6.90     6.48        6.65     7.71      6.94      7.25      6.24      5.94      6.06
    75         7.08     6.67        6.83     8.02      7.22      7.54      6.41      6.11      6.23
</TABLE>
             These tables are based on an annual interest rate of 3%
                      and the Annuity 2000 Mortality Table

Form A3036.NY-01GRC                   29                                 NYACS1

<PAGE>

                        ANNUITY OPTION TABLES (CONTINUED)

                         MONTHLY ANNUITY BENEFIT PAYMENT
                    FOR EACH $1,000 OF ANNUITY VALUE APPLIED

                         Joint and Survivor Life Annuity
                                    Older Age
<TABLE>
<CAPTION>
           50         55        60        65        70        75        80
<S>       <C>        <C>       <C>       <C>       <C>       <C>       <C>
Y  50     3.53       3.61      3.68      3.73      3.76      3.79      3.80

O  55                3.77      3.88      3.97      4.04      4.08      4.11

U  60                          4.10      4.25      4.36      4.45      4.50

N  65                                    4.55      4.74      4.90      5.01

G  70                                              5.16      5.43      5.64

E  75                                                        6.02      6.41

R  80                                                                  7.25

A

G

E

                   Joint and Two-Thirds Survivor Life Annuity
                                   Older Age

           50         55        60        65        70        75        80

Y  50     3.80       3.93      4.09      4.25      4.43      4.61      4.80

O  55                4.11      4.29      4.49      4.70      4.91      5.13

N  60                          4.53      4.77      5.02      5.29      5.55

G  65                                    5.09      5.42      5.75      6.07

E  70                                               5.88      6.31      6.75

R  80                                                         6.99      7.59

                                                                        8.58
</TABLE>

             These tables are based on an annual interest rate of 3%
                      and the Annuity 2000 Mortality Table


Form A3036.NY-01GRC                   30                                 NYACS1

<PAGE>

                       ANNUITY OPTION TABLES (CONTINUED)

                        MONTHLY ANNUITY BENEFIT PAYMENT
                    FOR EACH $1,000 OF ANNUITY VALUE APPLIED

        Number of                   Payments Guaranteed for a Specified
          Years                               Number of Years

            5                                       17.91

           10                                        9.61

           15                                        6.87

           20                                        5.51

           25                                        4.71

           30                                        4.18


             These tables are based on an annual interest rate of 3%
                      and the Annuity 2000 Mortality Table




Form A3036.NY-01GRC                   31                                 NYACS1

<PAGE>

                               GENERAL PROVISIONS

Entire Certificate            The entire Certificate consists of this
                              Certificate, any application attached at issue,
                              riders and any endorsements.  All statements
                              made by the Owner shall be deemed
                              representations and not warranties and no such
                              statements shall be used in any contest unless
                              it is contained in a written signed application
                              nor, if such statement was made by an Owner,
                              unless a copy of the application containing such
                              statements is attached to the Certificate when
                              issued.  Nothing in the Group Annuity Contract
                              under which this Certificate is issued shall
                              invalidate or impair the rights granted to the
                              Owner by law and by this Certificate.  This
                              Certificate is delivered in and governed
                              by the laws of New York.

Misstatement of Age           If the age or sex of an individual is misstated,
or Sex                        the Company will adjust all benefits payable to
                              that which would be available at the correct age
                              or sex.  Any underpayments already made by the
                              Company will be paid immediately. Any overpayments
                              will be deducted from future annuity benefit
                              payments. Any overpayments or underpayments will
                              be charged or credited with interest as applicable
                              at a rate of 6%.

Failure to Notify             After the Annuity Date and once notified of the
Company of                    Annuitant's death, the Company reserves the right
Annuitant Death               to recover any overpaid annuity benefit payments.

Modifications                 Only the President or Vice President of the
                              Company, with prior approval of the
                              Superintendent of Insurance, may modify or waive
                              any provisions of this Certificate. Agents or
                              Brokers are not authorized to do so.
                              Modifications will be effected by written
                              endorsement signed by the appropriate officer.

Incontestability              The Company cannot challenge the validity of this
                              Certificate after it has been in force for more
                              than two years from the date of issue.

Change of Annuity Date        The Owner may change the Annuity
                              Date by Request at any time after the issue date.
                              The Request must be received by the Principal
                              Office at least one month before the new Annuity
                              Date. To the extent permitted by applicable laws,
                              rules and regulations governing variable
                              annuities, the new Annuity Date must be no later
                              than the Maximum Alternative Annuity Date shown
                              on the Specifications page, or age 90 if later.

Minimums                      All values and benefits available under this
                              Certificate equal or exceed those required by the
                              State in which the Certificate is delivered.

Annual Report                 The Company will furnish an annual report
                              to the Owner containing a statement of the number
                              and value of Accumulation Units credited to the
                              Sub-Accounts, the value of the Fixed Account and
                              the Guarantee Period Accounts, the amount of the
                              death benefit, the Surrender Value and any other
                              information required by applicable law, rules and
                              regulations.

Addition, Deletion, or        The Company reserves the right, subject to
Substitution of               compliance with applicable law, and prior
Investments                   approval of the Superintendent of Insurance, to
                              add to, delete from, or substitute for the shares
                              of a Fund that are held by the Sub-Accounts or
                              that the Sub-Accounts may purchase. The Company
                              also reserves the right to eliminate the shares
                              of any Fund no longer available for investment or
                              if the Company believes further investment in the
                              Fund is no longer appropriate for the purposes of
                              the Sub-

Form A3036.NY-01GRC                   32                                 NYACS1

<PAGE>

                              Accounts. The Company will not substitute
                              shares attributable to any interest in a
                              Sub-Account without notice to the Owner and prior
                              approval of the Securities and Exchange
                              Commission as required by the Investment Company
                              Act of 1940. This will not prevent the Variable
                              Account from purchasing other securities for
                              other series or classes of Certificates, or from
                              permitting a conversion between series or classes
                              of Certificates on the basis or requests made by
                              Owners.

                              In addition, the Company reserves the right,
                              subject to compliance with applicable laws, to
                              establish additional Separate Accounts, Guarantee
                              Period Accounts and Sub-Accounts and to make them
                              available to any class or series of Certificates
                              as the Company considers appropriate. Each new
                              Separate Account or Sub-Account will invest in a
                              new investment company, or in shares of another
                              open-end investment company, or such other
                              investments as may be permitted under applicable
                              law. The Company also reserves the right to
                              eliminate or combine existing Sub-Accounts and to
                              transfer the assets of any Sub-Accounts to any
                              other Sub-Accounts. In the event of any
                              substitution or change, the Company may, by
                              appropriate notice, make such changes in this and
                              other Certificates as may be necessary or
                              appropriate to reflect the substitution or
                              change. If the Company considers it to be in the
                              best interest of the owners, the Variable Account
                              or any Sub-Account may be operated as a
                              management company under the Investment Company
                              Act of 1940 or in any other form permitted by
                              law, or may be de-registered under the Act in the
                              event registration is no longer required, or may
                              be combined with other accounts of the Company.
                              No material changes in the investment policy of a
                              Variable Account or any Sub-Account will be made
                              without approval pursuant to the applicable
                              insurance laws of the State of New York.

Changes in Law                The Company reserves the right, with prior
                              approval of the Superintendent of Insurance and
                              the contract Owner, to make any changes to
                              provisions of the Certificate to comply with, or
                              give Owners the benefit of, any federal or State
                              statute, rule, or regulations.

Change of Name                Subject to compliance with applicable
                              law, and with prior approval of the
                              Superintendent of Insurance and the contract
                              Owner, the Company reserves the right to change
                              the names of the Variable Account or the
                              Sub-Accounts.

Federal Tax                   The Variable Account is not currently subject to
Considerations                tax, but the Company reserves the right to assess
                              a charge for taxes if the Variable Account becomes
                              subject to tax, subject to prior notification to
                              the Superintendent of Insurance.

Splitting of Units            The Company reserves the right to split
                              the value of a unit, either to increase or to
                              decrease the number of units. Any splitting of
                              units will have no material effect on the
                              benefits, provisions or investment return of this
                              Certificate or upon the Owner, the Annuitant, any
                              Beneficiary, or the Company.

                              Prior to the Annuity Date, the number of shares
                              is determined by dividing the dollar value of the
                              Sub-Account Accumulation Units by the net asset
                              value of one Fund share. After the Annuity Date,
                              the number of Fund shares is determined by
                              dividing the reserves held in each sub-account to
                              meet the annuity obligations by the net asset
                              value of one Fund share.

Form A3036.NY-01GRC                   33                                 NYACS1

<PAGE>

Insulation of Separate        The investment performance of Separate Account
Account                       assets is determined separately from the other
                              assets of the Company.  The assets of a Separate
                              Account equal to the reserves and liabilities
                              from any other business that the Company may
                              conduct.

Voting Rights                 The Company will notify Owners with voting
                              interest of any shareholders meeting at which
                              Fund shares held by each sub-account will be
                              voted and will provide proxy materials, together
                              with a form to be used to give voting
                              instructions to the Company. The Company will
                              vote Fund shares for which no timely instructions
                              have been received in the same proportion as
                              shares of that Fund for which instructions have
                              been received.
















Form A3036.NY-01GRC                   34                                 NYACS1

<PAGE>



















              Flexible Payment Deferred Variable and Fixed Annuity
              Annuity Benefit Payments Payable on the Annuity Date
    Death Benefit Payable to Beneficiary if Owner Dies prior to Annuity Date
                                Non-Participating



Form A3036.NY-01GRC                   35                                 NYACS1