Document

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY, NEWARK, NEW JERSEY


Corporate Address:                               Service Office Address:
[213 Washington Street                            [P.O. Box 7960
Newark, New Jersey 07102]                        Philadelphia, PA 19176
                                     Toll Free: 1-888-PRU-2888
                                    Website:www.prudential.com]
                        
Please read this contract (the “Annuity”) carefully; it is a legal contract between you and Pruco Life Insurance Company of New Jersey.  Unless you direct otherwise, we will pay the named Owner(s), on the Annuity Payment Date, the first of a series of Annuity Payments, the frequency, period, and dollar amounts of which are determined in accordance with the terms and conditions of the annuity option payable, provided that both you and the Annuitant(s) are then living.


This Annuity is issued subject to its provisions and in consideration of any Purchase Payments you make and we accept. 


RIGHT TO CANCEL:  You may cancel this Annuity for a refund by notification to us in Good Order or by returning the Annuity to our Service Office or to the representative who sold it to you within 10 days after you receive it (60 days if the Annuity is being issued as a replacement for another annuity contract or a life insurance policy).  The Annuity can be mailed or delivered either to us, at our Service Office, or to the representative who sold it to you.  Return of this Annuity by mail is effective on being postmarked, properly addressed and postage prepaid.


The amount of the refund will equal the Account Value as of the Valuation Day we receive the returned Annuity at our Service Office or the cancellation request in Good Order, plus any fees, charges or Tax Charges deducted from the Purchase Payment upon allocation to the Annuity or imposed under the Annuity.  








Signed for Pruco Life Insurance Company of New Jersey:




                       


                
[                             ]    [                                        ]
Secretary        President






NON-PARTICIPATING INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY


During the Accumulation Period any payments and values based on the Sub-account(s) are not guaranteed and will increase or decrease, based on their investment performance.  We may limit or reject additional Purchase Payments in a non-discriminatory manner in order to manage our financial risk if market and/or economic conditions decline.


Payout options are specified in the Annuity.  Other payout options may be made available. 
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TABLE OF CONTENTS








						
	ANNUITY SCHEDULE
ANNUITY TABLES
	3
4



	DEFINITIONS	5
	RIDERS OR ENDORSEMENTS	6
	ALLOCATION OF ACCOUNT VALUE	6
	OPERATION OF THE SEPARATE ACCOUNT(S)	7
	CHARGES	8
	RIGHTS AND DESIGNATIONS	9
	PURCHASE PAYMENTS	10
	ACCOUNT VALUE	11
	ALLOCATION RULES	12
	DISTRIBUTIONS	13
	DEATH BENEFIT	14
	ANNUITY PAYOUT OPTIONS	16
	GENERAL PROVISIONS	19
		


























































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ANNUITY SCHEDULE




ANNUITY NUMBER: [001-00001]    ISSUE DATE:  [March 1, 2013]


TYPE OF BUSINESS:  [Non-Qualified]                         ISSUE STATE:


OWNER:  [John Doe]               DATE OF BIRTH:  [October 21, 1972]    SEX:  [Male]


[OWNER:  [Mary Doe]               DATE OF BIRTH:  [October 15, 1972]    SEX:  [Female]]


ANNUITANT:  [John Doe]        DATE OF BIRTH:  [October 21,1972]    SEX:  [Male]


[JOINT ANNUITANT:  [Mary Doe]        DATE OF BIRTH:  [January 15, 1952]    SEX:  [Female]]


[CONTINGENT ANNUITANT: [Mary Doe]    DATE OF BIRTH: [January 15, 1952]    SEX: [Female]]


PURCHASE PAYMENT:  [$10,000]


PURCHASE PAYMENT AGE LIMITATION:  [Purchase Payments may be accepted up to and including the day prior to the oldest Owner’s [86th] birthday (the Annuitant’s [86th] birthday if the Annuity is owned by an entity), unless otherwise required by applicable law or regulation to maintain the tax status of this Annuity.]  We may further limit or reject additional Purchase Payments in order to manage our financial risk if market and/or economic conditions decline.


MINIMUM ADDITIONAL PURCHASE PAYMENT:  [$100]


MINIMUM ADDITIONAL PURCHASE PAYMENT UNDER AUTOMATIC PURCHASE PLANS:  [$50]


CONTINGENT DEFERRED SALES CHARGE:    [None]
        
MINIMUM WITHDRAWAL AMOUNT:  [$100]


MINIMUM SURRENDER VALUE AFTER A PARTIAL WITHDRAWAL:  [$2,000]


MINIMUM INVESTMENT OPTION AMOUNT:  [$50] 


INSURANCE CHARGE:


    MORTALITY AND EXPENSE RISK CHARGE: [


    For Net Purchase Payments less than $1,000,000 the Insurance Charge is [X.XX%]
    
    For Net Purchase Payments of $1,000,000 or more the Insurance Charge is reduced to [X.XX%]]


    ADMINISTRATION CHARGE: [0.15%]


ANNUAL MAINTENANCE FEE:  [Lesser of $50 or 2% of Account Value.  The fee is waived if the sum of the Purchase Payments at the time the Fee is due is greater than or equal to $100,000.]  


FUND ACCESS CHARGE:  The Fund Access Charge will not exceed [0.70]%.








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ANNUITY SCHEDULE (Continued)




Sub-Account                                                         Fund Access Charge


[American Funds Insurance Series® Blue Chip Income and Growth Fund - Class 1        [0.35%]
American Funds Insurance Series® Bond Fund - Class 1                                 [0.35%]
American Funds Insurance Series® Growth Fund - Class 1                    [0.35%]    
American Funds Insurance Series® Growth-Income Fund - Class 1                [0.35%]
American Funds Insurance Series® U.S. Government/AAA-Rated Securities Fund - Class 1     [0.35%]
American Funds Insurance Series® Asset Allocation Fund - Class 1                [0.35%]
American Funds Insurance Series® Ultra-Short Bond Fund - Class 1                [0.35%]
DFA VA Global Moderate Allocation Portfolio                            [0.35%]
VA International Small Portfolio                                             [0.35%]
VA International Value Portfolio                                             [0.35%]
VA Global Bond Portfolio                                    [0.35%]
VA Short-Term Fixed Portfolio                                    [0.35%]
VA U.S. Large Value Portfolio                                    [0.35%]
VA U.S. Targeted Value Portfolio]                                [0.35%]


TRANSFER FEE:  [$10 per transfer after the twentieth transfer in any Annuity Year.]


MINIMUM TRANSFER AMOUNT:  [$50.  We may waive the Minimum Transfer Amount.]


MAXIMUM NUMBER OF TRANSFERS:  Currently, there are no limits on the number of transfers that can be made among Sub-accounts in an Annuity Year.  We may restrict the number of transfers among Sub-accounts per Annuity Year, but in no event will the Maximum Number of Transfers be less than [20].


LATEST AVAILABLE ANNUITY DATE:  [The first day of the calendar month next following the oldest Owner’s or Annuitant’s 95th birthday.]


EARLIEST AVAILABLE ANNUITY DATE:  Thirteen months from the Issue Date


MINIMUM ANNUITY PAYMENT:  $20 per month


MINIMUM SURRENDER VALUE AT ANNUITIZATION:  [$2,000]


MISSTATEMENT OF AGE OR SEX INTEREST RATE [3%]


ANNUITY TABLES


The rates in Tables 1 and 2 below are applied to the Account Value less any applicable Tax Charges, on
the Annuity Date to compute the minimum amount of the annuity payment for the payout options
described below. Table 1 is used to compute the amount of the annuity payment under Option 1
(Payments for Life with a Period Certain). Table 2 is used to compute the minimum initial annuity payment
under Option 2 (Joint and Last Survivor).  You may obtain additional information on your Annuity Options including a illustrative quote by contacting out Service Office Address referenced on the cover page of this Annuity.


BASIS OF COMPUTATION FOR ANNUITY OPTIONS: We use an interest rate of 0.50% per year. The
adjusted age is the Annuitant’s age as of the Annuitant’s last birthday prior to the date on which the first
payment is due, adjusted as shown in the “Translation of Adjusted Age” table below. The actuarial basis
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of the Annuity Options is the Annuity 2000 (ANB) valuation mortality table, with four-year age setback and
projected mortality improvement factors (modified Scale G) projected from the age at annuitization to the
age at which the probability of survival is needed in the calculation of the annuity payment. We used modified Scale G to extend morality improvements to the uppermost ages of the mortality table.




ANNUITY SCHEDULE (Continued)


												
	Translation of Adjusted Age
	Calendar Year in Which First Payment Is
Due
	Adjusted Age	Calendar Year in Which First Payment Is Due	Adjusted Age
	2020 through 2029	Actual Age minus 2	2070 through 2079	Actual Age minus 7
	2030 through 2039	Actual Age minus 3	2080 through 2089	Actual Age minus 8
	2040 through 2049	Actual Age minus 4	2090 through 2099	Actual Age minus 9
	2050 through 2059	Actual Age minus 5	2100 through 2109	Actual Age minus 10
	2060 through 2069	Actual Age minus 6		






AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000 APPLIED


																											
	ANNUITY OPTION 1 Table – Payments for Life with 120 Months Period Certain
	Adjusted Age	

Male
	

Female
	Adjusted Age	

Male
	

Female
	Adjusted Age	

Male
	

Female

	41	1.87	1.73	61	3.02	2.72	81	5.95	5.51
	42	1.91	1.77	62	3.11	2.80	82	6.15	5.73
	43	1.95	1.8	63	3.21	2.88	83	6.34	5.95
	44	1.99	1.83	64	3.31	2.97	84	6.53	6.17
	45	2.03	1.87	65	3.42	3.06	85	6.72	6.38
	46	2.07	1.90	66	3.53	3.16	86	6.90	6.60
	47	2.12	1.94	67	3.65	3.27	87	7.07	6.80
	48	2.17	1.98	68	3.78	3.38	88	7.24	7.00
	49	2.22	2.03	69	3.91	3.49	89	7.39	7.19
	50	2.27	2.07	70	4.05	3.62	90	7.54	7.36
	51	2.32	2.12	71	4.19	3.75	91	7.67	7.52
	52	2.38	2.16	72	4.34	3.89	92	7.80	7.67
	53	2.44	2.21	73	4.50	4.03	93	7.91	7.80
	54	2.50	2.27	74	4.67	4.19	94	8.02	7.92
	55	2.56	2.32	75	4.84	4.35	95	8.11	8.03
	56	2.63	2.38	76	5.01	4.53			
	57	2.70	2.44	77	5.19	4.71			
	58	2.77	2.51	78	5.38	4.90			
	59	2.85	2.57	79	5.57	5.10			
	60	2.94	2.64	80	5.76	5.30			




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ANNUITY SCHEDULE (Continued)










																																				
	ANNUITY OPTION 2 Table - Joint and Last Survivor
	Male Adjusted Age	Female Adjusted Age
	45	50	55	60	65	70	75	80	85	90	95
	45	1.71	1.79	1.86	1.92	1.96	1.99	2.01	2.02	2.03	2.03	2.03
	50	1.76	1.87	1.98	2.07	2.14	2.19	2.22	2.25	2.26	2.27	2.27
	55	1.80	1.94	2.08	2.21	2.32	2.41	2.48	2.52	2.55	2.56	2.57
	60	1.82	1.99	2.16	2.34	2.51	2.65	2.77	2.85	2.90	2.93	2.95
	65	1.84	2.02	2.22	2.44	2.68	2.9	3.09	3.24	3.35	3.41	3.44
	70	1.85	2.04	2.26	2.53	2.82	3.13	3.44	3.70	3.90	4.03	4.10
	75	1.86	2.05	2.29	2.58	2.92	3.32	3.76	4.18	4.54	4.81	4.97
	80	1.86	2.06	2.31	2.61	3.00	3.47	4.03	4.64	5.24	5.73	6.07
	85	1.87	2.07	2.32	2.63	3.04	3.56	4.22	5.03	5.92	6.75	7.40
	90	1.87	2.07	2.32	2.64	3.06	3.62	4.35	5.31	6.49	7.74	8.86
	95	1.87	2.07	2.33	2.65	3.08	3.65	4.43	5.50	6.91	8.60	10.29




VARIABLE SEPARATE ACCOUNT(S): Pruco Life of New Jersey Flexible Premium Variable Annuity Account


RIDERS AND ENDORSEMENTS MADE A PART OF THE ANNUITY ON THE ISSUE DATE:
[Individual Retirement Annuity Endorsement]






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DEFINITIONS


Account Value: The total value of all allocations to the Investment Options on any Valuation Day.


Accumulation Period:  The period of time from the Issue Date through the last Valuation Day immediately preceding the Annuity Date.


Adjusted Purchase Payment(s):  Purchase Payment(s) we receive less any fees, charges or Tax Charges, we deduct prior to allocation to the Investment Options you select.


Annuitant/Joint Annuitant:  The natural person(s) named in the Annuity Schedule upon whose life or lives the Annuity Payments are based.


Annuity Date:  The date as of which the Account Value, less any applicable Tax Charges, is applied to an Annuity Option which will begin the Payout Period. The Earliest Available Annuity Date and Latest Available Annuity Date are shown in the Annuity Schedule.


Annuity Payment Date:  The date the first annuity payment is payable.


Annuity Year:  The twelve month period beginning on the Issue Date and continuing through and including the day immediately preceding the first anniversary of the Issue Date.  Subsequent Annuity Years begin on the anniversary of the Issue Date and continue through and include the day immediately preceding the next anniversary of the Issue Date.


Beneficiary(ies):  The natural person(s) or entity(ies) designated as the recipient of the Death Benefit, or to whom any payments may be paid in accordance with the “Annuity Payout Options” section of the Annuity. 


Code or Internal Revenue Code:  The Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.


Decedent:  The person upon whose death the Death Benefit is payable.


Due Proof of Death:  Due Proof of Death is satisfied when we receive all of the following in Good Order: (a) a death certificate or documentation acceptable to us, (b) all documentation we require or which is mandated by applicable law or regulation in relation to the payment of death proceeds; and (c) any applicable election of the method of payment of the Death Benefit, if not previously elected by the Owner(s), by at least one Beneficiary.


General Account: Our general investment account which contains all of our assets with the exception of the Variable Separate Account(s) and other segregated asset accounts.


Good Order:  Good Order is the standard that we apply when we determine whether an instruction is satisfactory.  An instruction will be considered in Good Order if it is received at our Service Office: (a) in a manner that is satisfactory to us such that it is sufficiently complete and clear that we do not need to exercise any discretion to follow such instruction and complies with all relevant laws and regulations; (b) on specific forms, or by other means we then permit (such as via telephone or electronic transmission); and/or (c) with any signatures and dates as we may require.  We will notify you if an instruction is not in Good Order.


Investment Options: A Sub-account or other option available as of any given time to which Account Value may be allocated.


Issue Date:  The effective date of your Annuity, as shown in the Annuity Schedule. 
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Net Purchase Payments: As of the close of business on any Valuation Day, the sum of all Purchase Payments applied to the Annuity less the sum of all Partial Withdrawals and Required Minimum Distributions since the Issue Date
 
Owner(s):  The natural person(s) or entity shown as Owner in the Annuity Schedule unless later changed.


Payout Period:  The period starting on the Annuity Date and during which Annuity Payments are made.


Period Certain:  A payout period for a specific number of years. 


Purchase Payment:  A cash consideration in currency of the United States of America given to us in exchange for the rights, privileges and benefits outlined in this Annuity 


Service Office Address:  The location shown on the cover page of the Annuity where all requests and payments regarding this Annuity are to be sent.  We refer to this as our “Service Office.”  The Service Office Address may be changed at any time.  We will notify you in advance of any change in address.


Sub-account:  A division of the Variable Separate Account(s).


Surrender Value:  The Account Value less any applicable Tax Charges, any charges assessable as a deduction from the Account Value for any optional benefits provided by rider or endorsement, and any applicable Annual Maintenance Fee.


Tax Charges:  The Annuity may include a charge generally intended to approximate any applicable premium tax, retaliatory tax and other taxes imposed on us.  In some cases the Tax Charges may be more, and in some cases less, than the actual amount of taxes we are required to pay with respect to a particular Annuity.  


Unit:  A share of participation in a Sub-account used to calculate your Account Value prior to the Annuity Date.


Unit Price:  The value of each Unit of a Sub-account on a Valuation Day.


Valuation Day:  Every day the New York Stock Exchange is open for trading or any other day that the Securities and Exchange Commission requires mutual funds or unit investment trusts to be valued.


Valuation Period:  The period of time between the close of business of the New York Stock Exchange on successive Valuation Days.


Variable Separate Account(s):  The variable separate account(s) shown in the Annuity Schedule.


we, us, our:  Pruco Life Insurance Company of New Jersey.


you, your:  The Owner(s) shown in the Annuity Schedule.




RIDERS OR ENDORSEMENTS


One or more riders or endorsements may be attached and made part of your Annuity as of the Issue Date or may be added later if available for election at the time you so request.  Such riders or endorsements may contain additional or different provisions which may amend or replace the definitions and other provisions in your Annuity.  Such riders or endorsements may also contain definitions and other provisions 
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applicable to an optional benefit you have elected. Such optional benefit may impact certain definitions and other provisions of this Annuity, including, but not limited to, Investment Options, Surrender, withdrawals, transfers, Spousal Continuation, and the Death Benefit.  Charges may also apply to any benefit provided by rider or endorsement.    A schedule supplement may also contain additional fields specific to any such benefit.  Please refer to any applicable rider, endorsement and their respective schedule supplements for details regarding the impact on any provisions in this Annuity.  Riders or endorsements pertaining to a benefit program, Investment Option, or special program available as of the Issue Date of this Annuity may not be available in the future.


ALLOCATION OF ACCOUNT VALUE


You may maintain Account Value in the Investment Options we make available, subject to the limits set out in this Annuity.  The variable Investment Options available for allocation of Account Value as of the Issue Date are the Sub-accounts of the Variable Separate Account shown in the Annuity Schedule.  The minimum amount you can allocate to an Investment Option (“the Minimum  Investment Option Amount”) is shown in the Annuity Schedule.  You may transfer Account Value between such options, subject to our allocation and transfer rules as explained in the “Allocation Rules” section of the Annuity. The “Minimum Transfer Amount” is shown in the Annuity Schedule.  Your transfer request must be received by us in Good Order.  Transfers may be subject to a Transfer Fee.


OPERATION OF THE SEPARATE ACCOUNT(S)


General:  The assets supporting our obligations under the Annuity may be held in various accounts, depending on the obligation being supported.  Assets supporting our obligations during the Accumulation Period are held in separate accounts.  In the Payout Period, assets supporting Annuity Payments are held in our General Account.


Separate Accounts:  We are the legal owner of assets in the separate accounts.  Income, gains and losses, whether or not realized, from assets allocated to these separate accounts, are credited to or charged against each such separate account in accordance with the terms of the annuities supported by such assets without regard to our general corporate operations or other income, gains or losses, or to the income, gains or losses in any other of our separate accounts.  We will maintain assets in each separate account with a total market value at least equal to the reserve and other liabilities we must maintain in relation to the annuity obligations supported by such assets.  These assets shall not be chargeable with liabilities arising out of any other business we conduct.


Variable Separate Account(s):  The separate account(s) to which we allocate assets supporting our obligations under this Annuity  is the Variable Separate Account(s).  This separate account(s) consists of the Sub-accounts we make available with this Annuity as well as multiple Sub-Accounts made available in other annuities issued by us.  The Variable Separate Account(s) was established by us pursuant to New Jersey law.  The Variable Separate Account(s) may also hold assets of other annuities issued by us with values and benefits that vary according to the investment performance of the Sub-accounts.  


The amount of our obligations in relation to allocations to the Variable Separate Account(s) is based on the investment performance of the Sub-accounts.  However, guarantees provided under the Annuity, including any optional benefit riders attached and made a part of it which exceed the market value of assets allocated to the Variable Separate Account(s), are our general corporate obligations.


The Variable Separate Account(s) is registered with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940 (the "1940 Act") as a unit investment trust, which is a type of investment company.  This does not involve any supervision by the SEC of the investment policies, management or practices of the Variable Separate Account(s).


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Sub-accounts may invest in underlying mutual funds or portfolios.  We may change the investment policy of any or all Sub-accounts, add Sub-accounts, eliminate Sub-accounts, combine Sub-accounts, restrict or prohibit additional allocations to certain Sub-accounts, limit access to Sub-accounts, or substitute underlying mutual funds or portfolios of underlying mutual funds, subject to any required regulatory approvals.  Please refer to the “Reserved Rights” section for additional information.  Values and benefits based on allocations to the Sub-accounts will vary with the investment performance of the underlying mutual funds or fund portfolios, as applicable.  We do not guarantee the investment results of any Sub-account.


We may transfer assets of the Variable Separate Account(s), which we determine to be associated with the class of contracts to which this Annuity belongs, to another Variable Separate Account(s).  If this type of transfer is made, the term "Variable Separate Account(s)" as used in this Annuity, shall include the Variable Separate Account(s) to which the assets were transferred.  We will obtain prior approval from the Superintendent of Financial Services, as well as any other required approvals, before making such transfer of assets.


CHARGES


General:  The charges which are, or may be, deducted from your Annuity include, but are not limited to: the Insurance Charge, the Annual Maintenance Fee, Tax Charges, a Transfer Fee, and any charges for any benefits provided by rider or endorsement.


Annual Maintenance Fee:  This is a fee deducted on each anniversary of the Issue Date occurring on or before the Annuity Date, and upon surrender.  However, we will waive the Annual Maintenance Fee due at surrender if the surrender occurs within 30 days after an Annual Maintenance Fee was last deducted.  The fee is shown in the Annuity Schedule.  We will waive all or a portion of this fee, if we are required by law or regulation, to meet any minimum nonforfeiture requirements.  We will also waive this fee after the Annuity Date, and when a Death Benefit is determined, unless Spousal Continuation occurs.  We may waive this fee at any other time on a non-discriminatory basis.


As of the Valuation Day the Annual Maintenance Fee is due, the fee is deducted pro-rata from the Account Value of all Sub-accounts to which your Account Value is allocated.  


Fund Access Charge:  The Fund Access Charge is applied in addition to any other Charges described in this Annuity and will be included in the calculation of the net investment factor described in the Account Value section of this Annuity.  The amount of any applicable Fund Access Charge corresponding to the portion of the 365 day year (366 for a leap year) that is in the current Valuation Period is added to item (c) in the calculation of the net investment factor in the Account Value section of this Annuity.  


We may change the list of Sub-Accounts on the Annuity Schedule to which the Fund Access Charge applies, by adding or deleting Sub-Accounts, or  we may change the Fund Access Charge for such Sub-Accounts.  We will notify you 30 days in advance of the date of any such changes.  


Transfer Fee:  The Transfer Fee is shown in the Annuity Schedule.  The fee is deducted pro-rata from all Sub-accounts in which you maintain Account Value immediately subsequent to the transfer.  Transfers made through any electronic method or program we specify are not counted in calculating any applicable Transfer Fee.  For purposes of calculating the Transfer Fee, all transfers made on the same Valuation Day count as one transfer.


Insurance Charge: The Insurance Charge consists of the Mortality and Expense Risk Charge and Administration Charge and is assessed on each Valuation Day as part of the net investment factor at the daily equivalent of the rate shown in the Annuity Schedule, certain endorsements and the Schedule Supplements of certain riders made a part of this Annuity.  See the “Account Value” section of this Annuity for a description of how the Insurance Charge is deducted. 
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RIGHTS AND DESIGNATIONS


You may exercise the rights, options and privileges granted in this Annuity or permitted by us.  Your rights to make future changes under this Annuity terminate as of the date we receive notice of death of the Decedent. No rights of survivorship are provided except as provided herein.


You make certain designations that apply to the Annuity.  These designations are and to various regulatory or statutory requirements, depending on the use of the Annuity.  These designations may include an Owner(s), an Annuitant(s), a Contingent Annuitant(s), a Beneficiary(ies), and a contingent Beneficiary(ies).  Certain designations are required, as indicated below.  


Owner(s):  An Owner must be named.  You may name up to two Owners.  If you name two Owners, all rights reserved to the Owners are then held equally by both Owners.  We require the consent in Good Order of both Owners and any other party with current vested rights for any transaction for which we require the written consent of any Owner.  However, if the Owners each provide us with instructions in Good Order, we will permit an Owner to act independently on behalf of both Owners with respect to those transactions which would otherwise require the written consent of both Owners.  We will send all communications to the address of the first named Owner.


Annuitant/Joint Annuitant/Contingent Annuitant:  You must name an Annuitant.  You may name a Joint Annuitant or a Contingent Annuitant(s) depending upon your use of the Annuity.  If an Annuitant who is not an Owner predeceases any Owner who is a natural person, not an entity and:


(a)a Joint Annuitant is designated and alive, the Joint Annuitant becomes the sole Annuitant; or


(b)    no Joint Annuitant is designated and alive, the designated Contingent Annuitant becomes the sole Annuitant; or


(c) no Contingent Annuitant is designated or alive, the Owner becomes the sole Annuitant; or


(d)    no Joint Annuitant or Contingent Annuitant is designated or alive and there are multiple Owners who are natural persons, the oldest of such Owners becomes the sole Annuitant.


Beneficiary(ies):  The Death Benefit is payable to the Beneficiary(ies).  You may designate more than one primary or contingent Beneficiary.  If you make such a designation, the proceeds are payable in equal shares to the survivors in the appropriate Beneficiary designation class, unless you request otherwise in Good Order. 


Unless otherwise required by law, if the primary Beneficiary(ies) predeceases the Decedent, the Death Benefit proceeds will become payable to the contingent Beneficiary(ies).  If the Beneficiary(ies) dies after the death of the Decedent, but before the Death Benefit proceeds are paid, the Death Benefit proceeds will be payable to the Beneficiary’s(ies’) estate(s) upon our receipt of Due Proof of Death of the Decedent.  If no Beneficiary is alive when the Death Benefit proceeds are determined or there is no Beneficiary designation, the proceeds are payable to any surviving Owner(s), including an Owner that is an entity.  If there is no surviving Owner(s), the proceeds are payable to your estate. 


Changing Designations:  You may request to change the Owner(s), Annuitant, Joint Annuitant, Contingent Annuitant, Beneficiary and contingent Beneficiary designations by sending us a request in Good Order.  We may limit such changes when required in order to comply with applicable laws or regulations.  We will not accept changes if: 


(a) the Owner has died, and there are multiple Owners, the first of such Owners has died, unless the change of Owner is the result of Spousal Continuation; 
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(b) a new Owner or Annuitant such that the new Owner or Annuitant does not meet the requirements for which we would then issue the Annuity as of the effective date of such change, unless the change of Owner or Annuitant is the result of Spousal Continuation; 
 
(c) a new Annuitant subsequent to the Annuity Date is requested and the annuity option selected includes a life contingency; 


(d) a new Annuitant or Joint Annuitant is requested prior to the Annuity Date if the Owner is an entity; or 


(e) a designation change is requested and the change request is received at our Service Office after the Annuity Date.


If there is a change of Owner(s) or Annuitant, the Latest Available Annuity Date will be based on the age of the oldest Owner(s) or Annuitant once the change is made.  The Annuity Date must: (a) be on or after the Earliest Available Annuity Date and on or before the new Latest Available Annuity Date; and (b) must be consistent with applicable laws and regulations at the time.


A change of Owner or Annuitant will take effect on the date the notice of change is signed, unless otherwise specified by you, subject to any payments made or actions taken by us prior to our receipt of the notice in Good Order.  An Owner may seek to transfer ownership of the Annuity, subject to the interest of any assignee or beneficiary of record. We will reject any ownership change at any time, on a non-discriminatory basis for purposes of satisfying applicable law or regulation. We assume no responsibility for the validity or tax consequences of any change of ownership.


Unless designated as "irrevocable", you may instruct us to change the Beneficiary. An irrevocable Beneficiary is one whose written consent is needed before you can change the Beneficiary or exercise certain other rights. A change of Beneficiary will take effect on the date the notice of change is signed, unless otherwise specified by you, subject to any payments made or actions taken by us prior to our receipt of the notice in Good Order.


PURCHASE PAYMENTS


Initial Purchase Payment:  Issuance of an Annuity represents our acceptance of an initial Purchase Payment.  The amount of your initial Purchase Payment evidenced by this Annuity is shown in the Annuity Schedule.  Purchase Payments are allocated to the Investment Options we make available according to your instructions.


Additional Purchase Payments:  The Purchase Payment Age Limitation and the Minimum Additional Purchase Payment are as shown in the Annuity Schedule.  We may further limit, restrict, suspend or reject additional Purchase Payments in order to manage our financial risk based on market and/or economic conditions.  Additional Purchase Payments will be allocated to the Investment Options according to your instructions.  If you have not provided any allocation instructions with the additional Purchase Payment, we will allocate it on a pro-rata basis to the Sub-accounts in which your Account Value is then allocated excluding any Sub-accounts to which you are not permitted to electively allocate or transfer Account Value.  If the Account Value in the Sub-accounts to which you may electively allocate Account Value is zero, we will allocate your additional Purchase Payment to a money market Sub-account.


ACCOUNT VALUE


Account Value in the Sub-accounts:  We determine your Account Value separately for each Sub-account we make available.  To determine the Account Value in each Sub-account, we multiply the Unit 
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Price, as of the Valuation Day for which the calculation is being made, by the number of Units attributable to your Annuity in that Sub-account as of that Valuation Day. 


Units:  The number of Units attributable to this Annuity in a Sub-account is the number of Units  purchased less the number of Units liquidated.  We determine the number of Units involved in any transaction specified in dollars by dividing the dollar value of the transaction by the Unit Price of the affected Sub-account as of the Valuation Day applicable to such transaction.


Unit Price:  The Unit Price for each Sub-account is the net investment factor for that Valuation Period, multiplied by the Unit Price for the immediately preceding Valuation Day.  The Unit Price for a Valuation Period applies to each day in the period.


Net Investment Factor:  Each Sub-account has a net investment factor. The net investment factor is an index that measures the investment performance of, and charges assessed against, a Sub-account from one Valuation Period to the next.


The net investment factor for a Valuation Period is (a) divided by (b), less (c), where:


(a)is the net result of:
(i)the net asset value per share of the underlying mutual fund shares held by that Sub-account at the end of the current Valuation Period plus the per share amount of any dividend or capital gain distribution declared and unpaid (accrued) by the underlying mutual fund, plus or minus
(ii)any per share charge or credit during the current Valuation Period as a provision for taxes attributable to the operation or maintenance of that Sub-account.


(b)is the net result of:
(i)the net asset value per share of the underlying mutual fund shares held by that Sub-account at the end of the preceding Valuation Period plus the per share amount of any dividend or capital gain distribution declared and unpaid (accrued) by the underlying mutual fund, plus or minus
(ii)any per share charge or credit during the preceding Valuation Period as a provision for taxes attributable to the operation or maintenance of the Sub-account.


(c)is the Insurance Charge and any applicable charge assessed against a Sub-account for any Rider attached to this Annuity corresponding to the portion of the 365 day year (366 for a leap year) that is in the current Valuation Period.


We value the assets in the Sub-account(s) at their fair market value in accordance with accepted accounting practices and applicable laws and regulations. The net investment factor may be greater than, equal to, or less than one.


ALLOCATION RULES


You may allocate your Account Value among the Investment Options we make available, excluding any Investment Options to which you are not permitted to electively allocate or transfer Account Value.  We may limit the availability of Investment Options for additional Purchase Payments or transfers.  Should you request a transaction that would leave less than the Minimum Investment Option Amount, shown in the Annuity Schedule, in an Investment Option, we may, to the extent permitted by law, add the balance of your Account Value in the applicable Investment Option to the transaction and close out your balance in that Investment Option.


Transfer Restrictions:  We may limit the number of transfers between or among such Sub-accounts in any Annuity Year for all existing or new Owners in order to preserve the tax status of your Annuity.  In 
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addition, in light of the risks that frequent transfers impose upon Owners and other investors in the Variable Separate Account(s) and/or mutual fund portfolios that serve as funding vehicles for the Sub-accounts, we may limit transfer activity and impose other requirements or charges to minimize these risks, including  requiring a minimum time period between each transfer, limiting the number of transfers in any Annuity Year or refusing any transfer request for an Owner or certain Owners.  The Transfer Fee, Minimum Transfer Amount and Maximum Number of Transfers are shown in the Annuity Schedule.


Where permitted by law, you may authorize a third party to transfer Account Values on your behalf.  Such authorization is subject to our acceptance and to the transfer restrictions described in the preceding paragraph.  We may suspend or cancel our acceptance of the authorization at any time.  We may restrict the Investment Options available for transfers or allocation of Purchase Payments by such third party.    


We will not restrict the available Investment Options if we receive evidence satisfactory to us that: (a) a court of competent jurisdiction has appointed such third party to act on your behalf; or (b) you have executed a power of attorney naming such third party to act on your behalf for insurance transactions.  We may refuse to accept, or suspend or cancel our acceptance of, a power of attorney at any time. 


Your right to make transfers is subject to the restrictions described above.  Restrictions may be applied in any manner reasonably designed to prevent any use of the transfer right which is considered by us to be to the disadvantage of other owners or to ensure compliance with applicable laws or regulations.


DISTRIBUTIONS


General:  We require you to submit a request in Good Order to our Service Office for any withdrawal or surrender.  We may also require that you send your Annuity to our Service Office as part of any surrender request.  Unless we receive instructions from you prior to a withdrawal, we will take the withdrawal pro-rata from the Sub-accounts in which your Account Value is then allocated.  We price any distribution on the Valuation Day we receive all required materials in Good Order. 


Surrender:  You may request a full withdrawal of your Annuity for its Surrender Value during the Accumulation Period or in lieu of receiving Annuity Payments.
Partial Withdrawals:  You may withdraw part of your Surrender Value.  If the amount of the Partial Withdrawal request reduces your Account Value below the Minimum Surrender Value After a Partial Withdrawal shown in the Annuity Schedule, we may treat your request as a request for a Surrender.


Required Minimum Distributions:  If your Annuity is being used for certain qualified purposes under the Internal Revenue Code, you may be required to begin receiving minimum distributions on a periodic basis from your Annuity.  The total amount of the minimum distributions required under the Code may depend on other annuities, savings or investments you have.  We will calculate a required minimum distribution amount each year, based solely on the value of this Annuity.  The amount we calculate (“Required Minimum Distribution”)  will not be based on any other annuities, savings or investments.  We will notify you of the Required Minimum Distribution amount each year.  If you choose  to have the Required Minimum Distribution paid out from this Annuity, you must do so through a program we make available.


If you choose to take your Required Minimum Distribution from this Annuity,  we will take each Required Minimum Distribution pro-rata from the Investment Options to which your Account Value is allocated at the time of the distribution unless we receive other instructions from you.  If the amount of the Required Minimum Distribution reduces your Account Value below the Minimum Surrender Value After a Partial Withdrawal, we may treat the distribution as a Surrender of the Annuity.  After the Annuity Date, we will view the Annuity Payments as your Required Minimum Distributions with respect to the Annuity.


DEATH BENEFIT


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A Death Benefit is payable only if your Account Value at the time of the Decedent’s death is greater than zero.  


If the Owner is a natural person, not an entity, the Owner is the Decedent upon his or her death.  If there is more than one Owner, each being a natural person, the first of such Owners to die is the Decedent. 


If the Owner is an entity, and there is no Contingent Annuitant, then the Annuitant is the Decedent and the Death Benefit is payable upon the Annuitant’s death or the first Annuitant to die if there are Joint Annuitants.  


If the Owner is an entity, and there is a Contingent Annuitant, no Death Benefit is payable upon the death of the Annuitant. The Contingent Annuitant may become the Annuitant.  


The Death Benefit is determined as of the date we receive Due Proof of Death of the Decedent.  Unless Spousal Continuation occurs on the date we receive Due Proof of Death, we transfer all amounts due each Beneficiary from whom we do not have payment instructions to a money market Sub-account until we receive such instructions in Good Order. 


In the event of death before the Annuity Date, the Death Benefit must be distributed within: (a) five years of the date of death of the Decedent; or (b) as to each Beneficiary, over a period not extending beyond the life expectancy of the Beneficiary or over the life of the Beneficiary.  Except as noted below in the “Spousal Continuation” section, we assume that the Death Benefit is to be paid out under (a), above, unless we receive a different election.


The Owner(s) may elect the method of payment to each Beneficiary, subject to our then current rules, prior to the date of death of the Decedent.  When no such election is made as to a specific Beneficiary, such Beneficiary must elect the method of payment within 60 days of the date we receive all required documentation in Good Order in order to pay the Death Benefit to that Beneficiary.  If no election is made within 60 days, the default will be distribution within five years of the date of death of the Decedent as noted in (a) above. In addition, distribution after a Decedent's death to be paid over the life expectancy or over the life of the Beneficiary under (b), above, must commence within one year of the date of death.


The Owner may elect to have any amount of the proceeds due to a Beneficiary applied under any of the Annuity Payout Options described in the “Annuity Payment Options” section, or any other option we then make available.  If you make such an election, a Beneficiary may not alter such an election.  However, if you have not previously made such an election, a Beneficiary may make such an election as to the proceeds due that Beneficiary.  The Beneficiary will be the “measuring life” for determining the amount of any Annuity Payments dependent on the continuation of life.  We may require evidence satisfactory to us of the age of the measuring life prior to commencement of any Annuity Payments.


In the event of death on or after the Annuity Date, we distribute any payments due subsequent to an Owner’s or Annuitant’s death at least as rapidly as under the method of distribution in effect as of the date of such Owner’s or Annuitant’s death.


Death Benefit: The amount of the Death Benefit is equal to the Account Value on the date we receive Due Proof of Death of the Decedent.  We call this the “Basic Death Benefit.”  


Spousal Continuation:  We allow the spouse to continue the Annuity subsequent to a Decedent’s death, subject to our receipt of Due Proof of Death.  The situations where the Annuity may continue subsequent to a death will be determined by us.  For example, these situations may include when on the date we receive Due Proof of Death of the Decedent:




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(a)    there is only one Owner of the Annuity and there is only one Beneficiary who is the Owner’s spouse, or


(b)there are two Owners who are married to each other on the date of death of the Decedent, and the surviving Owner is the sole primary Beneficiary under the Annuity, or


(c)there are two Owners who are married to each other on the date of death of the Decedent, and no Beneficiary designation has been elected, we then assume that the surviving Spouse will be the sole primary Beneficiary.


Spousal Continuation may occur only once  If no Death Benefit option is elected, the default is option a) as noted in the Death Benefit section above.


ANNUITY PAYOUT OPTIONS


General:  This Annuity provides for payments (“Annuity Payments”) under one of the Annuity Options described below. Any other available Annuity Options, in addition to those shown, may be selected with our consent. Certain Annuity Options may not be available, depending on the age of the Annuitant.  You will be the payee of the payments under the Annuity Option selected, unless we receive other instructions in Good Order.


Annuity Payments can be guaranteed for a period certain and life, as described below. You may choose an Annuity Date, an Annuity Option and the frequency of Annuity Payments. Your choice of Annuity Date and Annuity Option may be limited, depending on your use of the Annuity.


The Earliest Available Annuity Date and Latest Available Annuity Date as of the Issue Date are shown in the Annuity Schedule. You may change your choices at any time up to thirty days before any Annuity
Date you selected. We must receive your request in Good Order.


On the Annuity Date we apply the Account Value, less any applicable Tax Charges, to the Annuity Option you select.


If, on the Annuity Date, the amount that would otherwise be applied to the Annuity Option is less than the Minimum Surrender Value at Annuitization on the Annuity Date, or the initial annuity payment is less than the Minimum Annuity Payment, we may pay you the Account Value in one lump sum in full satisfaction of our obligations under this Annuity. The Minimum Surrender Value at Annuitization and the Minimum Annuity Payment are shown in the Annuity Schedule.


Annuity Options:  You may elect one of the Annuity Options listed below or any other Annuity Option we may make available. 


Annuity Payments available on the Annuity Date will not be less than those provided by the application of Account Value to the purchase of a single premium immediate annuity contract offered by us on the Annuity Date to the same class of Annuitants for the same Annuity Option. The basis of computation for each Annuity Option is shown in the Annuity Schedule. 


Option 1: Payments for Life with a Period Certain: We will pay equal periodic payments for the longer of the Annuitant’s remaining lifetime or a Period Certain. If this Annuity has Joint Annuitants, Annuity Payments will be based on the remaining lifetime of one Annuitant designated by the Owner. If the Annuitant dies after all Annuity Payments have been made for the Period Certain, Annuity Payments shall end with the last scheduled Annuity Payment due before the Annuitant’s death.  If you have not selected an Annuity Option,this will be the default with a Period Certain of 120 months (but not to exceed the life expectancy of the Annuitant at the time the Annuity Option becomes effective, as computed under applicable IRS tables).
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Option 2: Joint and Last Survivor: We will pay equal periodic payments for the joint remaining lifetimes of Joint Annuitants. Annuity Payments end with the last scheduled Annuity Payment due before the last surviving Annuitant’s death. We will not make any Annuity Payments to the Beneficiary under this option.


We may require evidence of the age of the Annuitant upon whose life payment amounts are calculated prior to commencement of any Annuity Payments. 


Death During the Payout Period:  In the Payout Period, subsequent to the death of the Annuitant, we continue to pay any Period Certain payments (payments not contingent on the continuance of any life) to the Owner (or named payee, if requested by the Owner) or, if applicable, any named Beneficiary.  If no Beneficiary has been named, any remaining Period Certain payments will be paid to your estate.  Note that the Beneficiary designation during the Accumulation Period is applicable to the Payout Period unless you have indicated otherwise.


Recovery of Excess Annuity Payments:  We will recover any Annuity Payments we have made after the Annuitant’s death under any annuity option (other than one that provides for “Period Certain” payments).


Annuity Payments: Annuity Payments under Option 1 and 2 above do not fluctuate.  The Account Value on the Annuity Date, less any applicable Tax Charges, is used to determine the Annuity Payments. The payment amount will be determined based on the annuity rates for the annuity option and the frequency of payment selected.  The annuity rates per $1,000 of value for Monthly Annuity Payments under Options 1 (assuming 120 Months Period Certain) and Option 2 above will not be less than those shown in the Annuity Tables in the Annuity Schedule. 


GENERAL PROVISIONS


Entire Contract:  This Annuity, including the Annuity Schedule, any riders, endorsements, schedule supplements, and amendments that are made part of this Annuity, are the entire contract. We will not unilaterally amend the terms and conditions of this Annuity, except where such change or amendment is required to conform to applicable New York and federal law. Any such change or amendment cannot be effective, without prior New York regulatory approval. Your written consent is required if such change diminishes your rights or benefits under this contract.  We are not bound by any promises or representations made by, or to, any other person. 


Incontestability:  We will not contest this Annuity.  Any statements made in applying for the Annuity are considered representations, not warranties.


Misstatement of Age or Sex:  If there has been a misstatement of the age and/or sex of any person upon whose life any amounts we are obligated to determine in order to make any payment, including charges and Annuity Payments, the Death Benefit or any increase to Account Value under the “Spousal Continuation” section, we will adjust such amounts to conform to that for the correct age and/or sex.  As to Annuity Payments: (a) any underpayments by us will be remedied on the next payment following correction with interest at the Misstatement of Age or Sex Interest Rate shown on the Annuity Schedule; and (b) any overpayments by us will be charged against future amounts payable by us under your Annuity.


Transfers, Assignments or Pledges:  Generally, your rights in this Annuity may be transferred, assigned or pledged for loans.  However, these rights may be limited if your Annuity is used as an Individual Retirement Annuity (“IRA”) or other qualified investment that is given beneficial tax treatment under the Code.  You may assign this Annuity before the Annuity Date.  No assignment of this Annuity shall be binding on us unless a request to assign this Annuity has been received in our Service Office in Good 
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Order. Any assignment will be subject to any prior assignment of record. We will not consent if the assignment or other transfer would violate or result in noncompliance with any applicable state or federal law or regulation.  We will not assume any responsibility for the validity or sufficiency of an assignment. However, we may require proof of the nature and extent of the assignee's interest before we make a payment to the assignee. Unless otherwise specified by the Owner in the request, the assignment shall take effect on the date the notice of assignment is signed by the Owner, subject to any payments made or actions taken by us prior to recording of the request at the Service Office.


Nonparticipation:  The Annuity does not share in our profits or surplus earnings.


Deferral of Transactions:  We may defer any payment of the Surrender Value for a period not to exceed the lesser of 6 months or the period permitted by law.  If we defer payment of the Surrender Value for more than ten days, we will pay interest as required by state law.  We may defer any distribution from any Sub-account or any transfer from a Sub-account for a period not to exceed seven calendar days from the date the transaction is effected. 


In addition to the transfer restrictions above, all transactions into, out of, or based on any Sub-account may be postponed whenever: (1) the New York Stock Exchange is closed (other than customary holidays or weekends) or trading on the New York Stock Exchange is restricted as determined by the SEC; (2) the SEC permits postponement and so orders; or (3) the SEC determines that an emergency exists making valuation or disposal of securities not reasonably practical.


Claims of Creditors:  To the extent permitted by law, no payment or value under this Annuity is subject to the claims of your creditors or those of any other Owner, any Annuitant, or any Beneficiary.


Evidence of Survival:  Before we make a payment, we have the right to require proof of continued life to make a payment.  We can require this proof for any person whose life or death determines whether or to whom we must make the payment.


Tax Reporting and Withholding:  We comply with all applicable federal and state tax reporting and withholding laws and regulations with respect to this Annuity.  Events giving rise to such tax reporting and withholding include, but are not limited to: (a) Annuity Payments; (b) payment of Death Benefits; (c) other distributions from the Annuity; and (d) transfers and assignments. 


Facility of Payment:  Subject to applicable law, in settlement of full liability, to make payments to a guardian, conservator or other legal representative if a payee is legally incompetent. 


Participation and Termination of Certain Programs We May Offer:  To elect to participate in, or to terminate participation in, any program we may offer, we must receive your request in Good Order at our Service Office.


Minimum Benefits:  Any benefits available under this Annuity are not less than the minimum benefits required by applicable New York law. 


Reports to You:  We will provide you with reports at least once annually.  You may request additional reports; we will charge up to $50 for each such additional report.


Reserved Rights:  In addition to rights specifically reserved elsewhere in this Annuity, we reserve the right to perform any or all of the following:  (a) combine a Sub-account with other Sub-accounts; (b) combine the Variable Separate Account(s) shown in the Annuity Schedule with other "unitized" separate accounts; (c) deregister the Variable Separate Account(s) shown in the Annuity Schedule under the Investment Company Act of 1940; (d) operate the Variable Separate Account(s) shown in the Annuity Schedule as a management investment company under the Investment Company Act of 1940 or in any other form permitted by law; (e) make adjustments required by any change in the federal securities laws, including, but not limited to, the 
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Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, or any changes to the Securities and Exchange Commission’s interpretation thereof;  (f) make changes that are necessary to maintain the tax status of your Annuity, any rider, amendment or endorsement attached hereto or any charge or distribution from your Annuity under the Internal Revenue Code; (g) to establish a provision for federal income taxes if we determine that we will incur a tax as a result of the operation of the Separate Account; (h) make any changes required by Federal or state laws with respect to annuity contracts; and (i) to the extent dictated by any underlying mutual fund, impose a redemption fee or restrict transactions within any Sub-account. We may modify this Annuity without receiving your prior consent, except as may be required by any applicable law, if we are required to make changes necessary to comply with state regulatory requirements, Internal Revenue Service ("IRS") requirements or other federal requirements. 


We may eliminate Sub-accounts, restrict or prohibit additional allocations to certain Sub-accounts, or substitute one or more new underlying mutual funds or portfolios for the one in which a Sub-account is invested in which case any reference to pro-rata allocations would include only those Sub-accounts that do not restrict or prohibit additional allocations.  Substitutions may be necessary if we believe an underlying mutual fund or portfolio no longer suits the purpose of the Annuity.  This may happen due to a change in laws or regulations, or a change in the investment objectives or restrictions of an underlying mutual fund or portfolio, or because the underlying mutual fund or portfolio is no longer available for investment, or for any other reason.  We would obtain the approval of the Superintendent of Financial Services, and any prior approval as required by any applicable law, before exercising the rights described in this “Reserved Rights” section.




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NON-PARTICIPATING INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY


During the Accumulation Period any payments and values based on the Sub-account(s) are not guaranteed and will increase or decrease, based on their investment performance.   


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Payout options are specified in the Annuity.  Other payout options may be made available. 


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