----- GOLDEN                           DEFERRED
  -------- AMERICAN                         COMBINATION
---------- LIFE INSURANCE                   VARIABLE AND
   ------- COMPANY                          FIXED ANNUITY
                                            GROUP MASTER CONTRACT

Golden American is a stock company domiciled in Delaware.
--------------------------------------------------------------------------------

         Offices: 1475 Dunwoody Drive, West Chester, Pennsylvania 19380




 CONTRACTHOLDER: [Golden Investor Trust, Inc.]    GROUP CONTRACT NUMBER: [12345]

 ISSUED IN:  [Delaware]                  CONTRACT ISSUE DATE:  [January 1, 1996]


     In this Contract, we, our and us refer to the Golden American Life
     Insurance Company.

     In consideration of application for this Contract and the payment of
     premiums, we agree, subject to the terms and conditions of this Contract,
     to provide the benefits described in this Contract to the persons eligible
     (herein called "Annuitant[s]") under the terms of this Contract.

     If this Contract is in force, we will make income payments to the
     Certificate Owner starting on the Annuity Commencement Date shown in each
     Certificate. If the Certificate Owner or the Annuitant (if the Owner is
     other than a natural person) dies prior to the Annuity Commencement Date
     shown in each Certificate, we will pay a death benefit to the Beneficiary.
     The amounts of such benefits are subject to the terms of this Contract.

     All death proceeds due under this Contract will be paid according to the
     Beneficiary designation and the provisions of this Contract. Payment of
     such death proceeds by us will completely discharge our liability with
     respect to the amounts so paid.

     All provisions set forth on the following pages are a part of this
     Contract.

     Signed for Golden American Life Insurance Company on the Contract Issue
     Date.


President:  /S/  Chris Schreier          Secretary:  /S/  Paula Cludray-Engelke

--------------------------------------------------------------------------------
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY GROUP MASTER CONTRACT
- NO DIVIDENDS
Variable Cash Surrender Values while a Certificate Owner is living and prior to
the Annuity Commencement Date. Death benefit subject to guaranteed minimum.
Additional premium payment option. Partial Withdrawal Option. Non-participating.
Investment results reflected in values.

GA-MA-1090
<PAGE>

                                TABLE OF CONTENTS


          The contents of this Contract appear in the following order:

SCHEDULE.................................................................4

     Premium Payment and Investment Information
     General Account
     Contract Facts
     Charges
     Income Plan Factors

IMPORTANT TERMS.........................................................11

INTRODUCTION TO THE CONTRACT............................................13

     Eligibility
     The Certificate Owner
     The Annuitant
     The Beneficiary

     Change of Certificate Owner or Beneficiary

PREMIUM PAYMENTS AND ALLOCATION CHANGES.................................15

     Initial Premium Payment
     Additional Premium Payment Option
     Reallocation of Accumulation Value

     What Happens if a Variable Separate Account Division is Not Available
     Restricted Funds
     Thresholds
     Dollar Cap
     Premium Threshold
     Allocation Threshold
     Thresholds - Effect on Withdrawals
     Threshold Processing

HOW WE MEASURE THE ACCUMULATION VALUE...................................18

     The Variable Separate Accounts
     The General Account
     Valuation Period
     Accumulation Value

     Accumulation Value in Each Division and Fixed Allocation
     Fixed Account Guarantee Periods
     Market Value Adjustments
     Measurement of Investment Experience
     Charges Deducted From Accumulation Value for Each Processing Period

THE CERTIFICATE OWNER'S BENEFITS........................................23

     Cash Value Benefit
     Partial Withdrawal Option

DEATH BENEFIT PROCEEDS..................................................24

     Proceeds Payable to the Beneficiary

GA-MA-1090                             2
<PAGE>

BENEFIT OPTION PACAKGES.................................................25

     Election of Benefit Option Packages
     Description of Benefit Package I
     Description of Benefit Package II
     Description of Benefit Package III

CHOOSING AN INCOME PLAN.................................................32

     Annuity Benefits
     Annuity Commencement Date Selection
     Frequency Selection
     The Income Plan
     The Annuity Options
     Payment When Named Person Dies

GENERAL PROVISIONS......................................................35

     Entire Contract
     Sending Notice to Us
     Reports to Certificate Owner
     Assignment
     Changing the Contract
     Contract Changes - Applicable Tax Law
     Misstatement of Age or Sex
     Non-Participating
     Payments We May Defer
     Authority to Make Agreements
     Computations
     Facility of Payment
     Incontestability
     Certificates
     Conformity With Law
     Records
     Certificate Owner's Right to Examine the Certificate

GA-MA-1090                             3
<PAGE>

                                  The Schedule
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PREMIUM PAYMENT AND INVESTMENT INFORMATION

     <S>                                                                        <C>
     Investment
     Initial Premium                                                            [Minimum $10,000.]
     Accumulation Value                                                         As shown in each Certificate.

     Additional Premium Payment
     Minimum payment:                                                           $[50]

     Maximum Attained Age of Annuitants and Certificate Owners                  [86]

     Allocations
     Maximum Divisions at any one time                                          [twenty]
     Allocation changes per Certificate Year without charge                     [Twelve]
     Excess allocation charge                                                   $[0]
</TABLE>

THE VARIABLE SEPARATE ACCOUNT

Divisions Investing in Shares of Mutual Funds

Separate Account B is a unit investment trust separate account, organized in and
governed by the laws of the State of Delaware, our state of domicile. Separate
Account B is divided into Divisions. Each Division listed below invests in
shares of the mutual fund portfolio (the "Series") designated. Each portfolio is
a part of The GCG Trust managed by Directed Services, Inc.
<TABLE>
<CAPTION>
  SERIES                                     SERIES                                   SERIES
  ------                                     ------                                   ------
  <S>                                        <C>                                      <C>
  [Eagle Value Equity                        PIMCO Core Bond                          MFS Research
  MFS Total Return                           Liquid Asset                             Janus Growth and Income
</TABLE>


The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolios are a part of the Prudential Series
Fund, Inc. managed by Jennison Associates, LLC.

  PORTFOLIO                                 PORTFOLIO
  ---------                                 ---------
  Prudential Jennison                       Prudential SP Jennison International
   (Class S)                                  Growth (Class S)

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolios are a part of the PIMCO Trust managed by
Pacific Investment Management Company.

  PORTFOLIO
  ---------
  PIMCO VI High Yield Bond

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Aetna Variable Annuity
Funds managed by Aeltus Investment Management, Inc.
<TABLE>
<CAPTION>

  PORTFOLIO                                PORTFOLIO                                 PORTFOLIO
  ---------                                ---------                                 ---------
  <S>                                      <C>                                       <C>
  Aetna GET Fund (Class N)                 Aetna Index Plus Large Cap VP (Class S)   Aetna Index Plus Small Cap VP (Class S)
  Aetna Value Opportunity VP (Class S)     Aetna Index Plus Mid Cap VP (Class S)
</TABLE>

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Alliance Variable
Products Series Fund, Inc. managed by Alliance Capital Management, L.P.

<TABLE>
<CAPTION>
  PORTFOLIO                                PORTFOLIO                               PORTFOLIO
  ---------                                ---------                               ---------
  <S>                                      <C>                                       <C>
  AllianceBernstein Value                  Alliance Growth and Income (Class B)    Alliance Premier Growth
   (Class B)                                                                          (Class B)
</TABLE>

GA-MA-1090                             4
<PAGE>

                            The Schedule (continued)
--------------------------------------------------------------------------------

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Brinson Series Trust
managed by Brinson Advisors, Inc.Alliance Capital Management, L.P.

  PORTFOLIO
  ---------
  Brinson Tactical Allocation (Class I)


The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Fidelity Variable
Insurance Products Portfolio, managed by Fidelity Management & Research Co.

<TABLE>
<CAPTION>
  PORTFOLIO                                  PORTFOLIO                               PORTFOLIO
  ---------                                  ---------                               ---------
  <S>                                        <C>                                     <C>
  Fidelity VIP Growth                        Fidelity VIP Equity-Income (Class S2)   Fidelity VIP II Contrafund (Class S2)
    (Class S2)
</TABLE>

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Invesco Variable
Investment Funds, Inc. managed by INVESCO.

<TABLE>
<CAPTION>
  PORTFOLIO                                  PORTFOLIO                               PORTFOLIO
  ---------                                  ---------                               ---------
  <S>                                        <C>                                     <C>
  INVESCO VI Financial Services              INVESCO VI Health Sciences              INVESCO VI Utilities
</TABLE>

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Janus Aspen Series
managed by Janus Capital Corporation.

  PORTFOLIO
  ---------
  Janus Aspen Worldwide Growth (Class S)

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Pilgrim Variable
Products Trust managed by ING Pilgrim Investments, LLC.

<TABLE>
<CAPTION>
  PORTFOLIO                                  PORTFOLIO                               PORTFOLIO
  ---------                                  ---------                               ---------
  <S>                                        <C>                                     <C>
  Pilgrim VP Convertible Bond (Class S)      Pilgrim VP LargeCap (Class S)           Pilgrim VP Worldwide Growth (Class S)
  Pilgrim VP Growth and Income (Class S)     Pilgrim VP MagnaCap (Class S)
</TABLE>

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Pioneer Variable
Products Trust managed by Pioneer Investment Management, Inc.

<TABLE>
<CAPTION>
  PORTFOLIO                                  PORTFOLIO
  ---------                                  ---------
  <S>                                        <C>                                     <C>
  Pioneer VP Pioneer Fund (Class II)         Pioneer VP Small Company (Class II)
</TABLE>

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Putnam Variable Trust
managed by Putnam Investment Management Co.

<TABLE>
<CAPTION>
PORTFOLIO                                  PORTFOLIO                               PORTFOLIO
---------                                  ---------                               ---------
  <S>                                        <C>                                     <C>
Putnam VP Growth and Income                Putnam International Growth &           Putnam VP Voyager Fund II (ClassB)
  (Class B)                                  Income   (Class B)
</TABLE>

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Portfolio Partners, Inc
managed by Massachusetts Financial Services, Inc.

  PORTFOLIO
  ---------
  PPI MFS Capital Opportunities]


NOTE: PLEASE REFER TO THE PROSPECTUSES FOR THIS CONTRACT AND THE GCG TRUST FOR
      MORE DETAILS.

GA-MA-1090                             5
<PAGE>

                            The Schedule (continued)
--------------------------------------------------------------------------------

GENERAL ACCOUNT

     [Guaranteed Interest Division

     A Guaranteed Interest Division provides an annual minimum interest rate of
     3%. At our sole discretion, we may periodically declare higher interest
     rates. Such rates will apply to periods following the date of declaration.
     Any declaration will be by class and will be based on our future
     expectations.

     Limitations on Allocations

     We reserve the right to restrict allocations into and out of the General
     Account. Such limits may be dollar restrictions on allocations into the
     General Account or we may restrict reallocations into the General Account.

     Transfers from a Guaranteed Interest Division

     We currently require that an amount allocated to a Guarantee Period not be
     transferred until the Maturity Date, except pursuant to our published
     rules. We reserve the right not to allow amounts previously transferred
     from a Guaranteed Interest Division to the Variable Separate Account
     Divisions or to a Fixed Allocation to be transferred back to a Guaranteed
     Interest Division for a period of at least six months from the date of
     transfer.]

GA-MA-1090                             6
<PAGE>

                            The Schedule (continued)
--------------------------------------------------------------------------------

CONTRACT FACTS

     Processing Dates                          As shown in each Certificate.
     Specially Designated Division             [Liquid Asset Division.]
     Annuity Commencement Date                 As shown in each Certificate.
     Required Date of Annuity Commencement     As shown in each Certificate.
     Death Benefits                            As shown in each Certificate.
     Minimum Annuity Income Payment            As shown in each Certificate.
     Optional Benefit Riders                   None.

     Partial Withdrawals

     The minimum withdrawal amount which may be taken is shown in each
     Certificate. The maximum amount that can be taken as a Conventional Partial
     Withdrawal each Certificate Year without being considered an Excess Partial
     Withdrawal is shown in each Certificate. In no event may a Partial
     Withdrawal be greater than 90% of the Cash Surrender Value. After a Partial
     Withdrawal, the remaining Accumulation Value must be at least $100 to keep
     a Certificate in force.

     Systematic Partial Withdrawals and Conventional Partial Withdrawals may not
     be taken in the same Certificate Year.

     Conventional Partial Withdrawals

     The minimum withdrawal amount which may be taken is shown in each
     Certificate. The maximum amount that can be taken as a Conventional Partial
     Withdrawal each Certificate Year without being considered an Excess Partial
     Withdrawal is shown in each Certificate.

     Any Conventional Partial Withdrawal is subject to a Market Value Adjustment
     unless withdrawn from a Fixed Allocation within 30 days prior to the
     Maturity Date.

     Systematic Partial Withdrawals

     Systematic Partial Withdrawals may be elected to commence after 28 days
     from the Certificate Issue Date. Systematic Partial Withdrawals may be
     taken on a monthly, quarterly or annual basis. The maximum withdrawal
     amount which may be taken is shown in each Certificate. Systematic Partial
     Withdrawals from Fixed Allocations are not subject to a Market Value
     Adjustment. We may collect a Surrender Charge for Excess Partial
     Withdrawals.

     IRA Partial Withdrawals for Qualified Certificates Only

     IRA Partial Withdrawals may be taken on a monthly, quarterly or annual
     basis, as long as the minimum of $100 is met.

GA-MA-1090                             7
<PAGE>

                            The Schedule (continued)
--------------------------------------------------------------------------------

     Fixed Account

     Minimum Fixed Allocation                   As shown in each Certificate.
     Guaranteed Minimum Interest Rate           As shown in each Certificate.

     Guarantee Periods: We currently offer Guarantee Periods of [6 months, 1, 3,
     5, 7, and 10] years. We reserve the right to offer Guarantee Periods of
     durations other than those available on the Contract Issue Date. We also
     reserve the right to cease offering a particular Guarantee Period or
     Periods.

     Index Rate

     The Index Rate is the average of the Ask Yields for U.S. Treasury Strips as
     reported by a national quoting service for the applicable maturity. The
     average is based on the period from the 22nd day of the calendar month two
     months prior to the calendar month of Index Rate determination to the 21st
     day of the calendar month immediately prior to the month of determination.
     The applicable maturity date for these U.S. Treasury Strips is on or next
     following the last day of the Guarantee Period. If these Ask Yields are no
     longer available, the Index Rate will be determined using a suitable
     replacement method.

     We currently set the Index Rate once each calendar month. However, we
     reserve the right to set the Index Rate more frequently than monthly, but
     in no event will such Index Rate be based on a period of less than 28 days.

<TABLE>
<CAPTION>
CHARGES

     <S>                                       <C>
     Charge Deduction Division                 [Liquid Asset Division.]

     EXPENSE CHARGES

     Deduction from Premium Payments           None.

     Deductions from Accumulation Value

     Initial Administrative Charge             None.

     Administrative                            Charge $30 per
                                               Certificate
                                               Processing Period.
                                               The charge is
                                               incurred at the
                                               beginning of the
                                               Certificate
                                               Processing Period
                                               and deducted on
                                               the Certificate
                                               Processing Date at
                                               the end of each
                                               Certificate
                                               Processing Period.

     Excess Allocation Charge                  $25 - Covers the cost of allocations in excess of
                                               the twelve free allocation changes allowed per
                                               year.  This charge may be imposed at the time each
                                               additional allocation is processed.  The charge,
                                               unless the Certificate Owner specifies otherwise,
                                               will be deducted in proportion to the amount being
                                               transferred from each Division and Fixed Allocation.

     Surrender Charges                         As shown in the Certificate.
</TABLE>

GA-MA-1090                             8
<PAGE>

                            The Schedule (continued)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
     <S>                                       <C>
     Premium Taxes                             We deduct from the Accumulation Value the amount of
                                               any premium or other state and local taxes levied by
                                               any state or governmental entity when such taxes are
                                               incurred.  We reserve the right to change the amount
                                               of the deduction to conform with changes in the law
                                               or if the Certificate Owner changes state of
                                               residence.  If the charge for premium taxes is
                                               incurred when premiums are received, we advance the
                                               amount of the charge to the Accumulation Value and
                                               deduct it in equal installments on each Certificate
                                               Processing Date.  Currently, we will waive the
                                               deduction of the applicable installment on each
                                               Certificate Processing Date.  However, we deduct the
                                               applicable unrecovered portion of the charge for
                                               premium taxes (not including installments which were
                                               waived) when determining the Cash Surrender Value
                                               payable if the Certificate is surrendered.

     Deductions from the Divisions

     Mortality and Expense Risk Charge        As shown in each Certificate.

     Asset Based Administrative Charge        As shown in each Certificate.
</TABLE>


INCOME PLAN FACTORS

     These factors are shown in each Certificate.

GA-MA-1090                             9
<PAGE>


GA-MA-1090                             10
<PAGE>

                                 Important Terms
--------------------------------------------------------------------------------

     ACCUMULATION VALUE - The amount that a Certificate provides for investment
              at any time. Initially, this amount is equal to the premium paid.

     ANNUITANT- The person designated by the Certificate Owner to be the
              measuring life in determining annuity payments.

     ANNUITY COMMENCEMENT DATE - For each Certificate, the date on which annuity
payments begin.

     ANNUITY  OPTIONS - Options the Certificate Owner selects that determine the
              form and amount of Annuity Payments.

     ANNUITY  PAYMENT - The periodic payment a Certificate Owner receives. It
              may be either a fixed or a variable amount based on the annuity
              option chosen.

     ATTAINED AGE - The issue age of the annuitant or certificate Owner plus the
              number of full years elapsed since the certificate date.

     BENEFICIARY - The person designated to receive benefits in the case of the
death of the Certificate Owner.

     BUSINESS DAY - Any day the New York Stock Exchange ("NYSE") is open for
              trading exclusive of federal holidays, or any day on which the
              Securities and Exchange Commission ("SEC") requires that mutual
              funds, unit investment trusts or other investment portfolios be
              valued.

     CASH SURRENDER VALUE - The amount the Certificate Owner receives upon
surrender of the Certificate.

     CERTIFICATE - This is a summary of the benefits and provisions provided by
this Contract.

     CERTIFICATE ANNIVERSARY - The anniversary of the certificate date.

     CERTIFICATE DATE - The date we receive the Initial Premium upon which we
              begin determining the Certificate values. It may or may not be the
              same as the certificate issue date. This date is used to determine
              Certificate months, processing dates, years, and anniversaries.

     CERTIFICATE ISSUE DATE - The date the Certificate is issued at our Customer
Service Center.

     CERTIFICATE PROCESSING DATES - The days when we deduct certain charges from
              the accumulation value. If the Certificate Processing Date is not
              a Valuation Date, it will be on the next succeeding Valuation
              Date. The Certificate Processing Date will be on the Certificate
              Anniversary of each year.

     CERTIFICATE PROCESSING PERIOD - The period between successive certificate
              processing dates unless it is the first certificate processing
              period. In that case, it is the period from the certificate date
              to the first certificate processing date.

     CERTIFICATE YEAR - The period between certificate anniversaries.

     CERTIFICATE OWNER - The person who owns a Certificate and is entitled to
              exercise all rights of the Certificate. This person's death also
              initiates payment of the death benefit.

     CHARGE   DEDUCTION DIVISION - The Division from which all charges are
              deducted if so designated on the enrollment form or later elected
              by the Certificate Owner.

     CONTINGENT ANNUITANT - The person designated by the certificate Owner who,
              upon the annuitant's death prior to the annuity commencement date,
              becomes the annuitant.

GA-MA-1090                             11
<PAGE>

                           Important Terms (continued)
--------------------------------------------------------------------------------

     CONTRACT ISSUE DATE - The date this Contract is issued at our Customer
Service Center.

     CONTRACTHOLDER - The entity to whom this Contract is issued.

     CREDIT(S)- An amount added by us to the Accumulation Value, which is a
              percent of premium paid. Initial Credits are amounts added as a
              result of the first premium paid (or paid within a defined
              period). Renewal Credits are amounts added as a result any
              subsequent premium payments

     EXPERIENCE FACTOR - The factor which reflects the investment experience of
              the portfolio in which a Variable Separate Account Division
              invests and also reflects the charges assessed against the
              Division for a valuation period.

     FIXED ACCOUNT - This is the Separate Account established to support Fixed
Allocations.

     FIXED    ALLOCATION - An amount allocated to the Fixed Account that is
              credited with a Guaranteed Interest Rate for a specified Guarantee
              Period.

     GENERAL ACCOUNT - The account which contains all of our assets other than
those held in our separate accounts.

     GUARANTEEPERIOD - The period of years a rate of interest is guaranteed to
              be credited to a fixed allocation or allocations to a Guaranteed
              Interest Division.

     GUARANTEED INTEREST DIVISION - An investment option available in the
General Account.

     GUARANTEED INTEREST RATE - The effective annual interest rate which we will
              credit for a specified Guarantee Period.

     GUARANTEED MINIMUM INTEREST RATE - The minimum interest rate which can be
              declared by us for Fixed Allocations or allocations to a
              Guaranteed Interest Division. The Guaranteed Minimum Interest Rate
              is an effective annual rate of 3.0%.

     INDEX    OF INVESTMENT EXPERIENCE - The index that measures the performance
              of a Variable Separate Account Division.

     INITIAL PREMIUM - The payment amount required to put each Certificate in
effect.

     ISSUE AGE - The annuitant's or Certificate Owner's age on the last birthday
on or before the certificate date.

     MARKET   VALUE ADJUSTMENT - A positive or negative adjustment to Fixed
              Allocation. It may apply if all or part of a Fixed Allocation is
              withdrawn, transferred, or applied to an Annuity Option prior to
              the end of the Guarantee Period.

     MATURITY DATE - The date on which a Guarantee Period matures.

     RIDERS - Riders add provisions or change the terms of the Certificate.

     SCHEDULE DATE - the date shown in the Certificate on which the Benefit
              Option Package elected takes effect. On the Certificate Issue
              Date, the Schedule Date is the same as the Certificate Date.
              Thereafter, if the current Benefit Option Package is replaced with
              another available Benefit Option Package, the Schedule Date will
              be the effective date of the change.

     SPECIALLYDESIGNATED DIVISION - Distributions from a portfolio underlying a
              Division in which reinvestment is not available will be allocated
              to this Division unless the Certificate Owner specifies otherwise.

     VALUATION DATE - The day at the end of a valuation period when each
Division is valued.

     VALUATION PERIOD - Each business day together with any non-Business Days
before it.

     VARIABLE SEPARATE ACCOUNT DIVISION - An investment option available in the
              Variable Separate Account shown in the Certificate Schedule.

GA-MA-1090                             12
<PAGE>

                          Introduction to the Contract
--------------------------------------------------------------------------------

ELIGIBILITY

     Eligible persons as stated in the application for this Contract and who
     have enrolled and for whom the Initial Premium has been paid are eligible
     to receive the benefits under this Contract.

THE CERTIFICATE OWNER

     The Certificate Owner is also the Annuitant unless another Annuitant has
     been named and is shown in the Certificate. The Certificate Owner has the
     rights and options described in this Contract.

     One or more people may own a Certificate. If there are multiple Certificate
     Owners named, the age of the oldest Certificate Owner will be used to
     determine the applicable death benefit. In the case of a sole certificate
     Owner who dies prior to the annuity commencement date, we will pay the
     Beneficiary the death benefit then due. If the sole certificate Owner is
     not an individual, we will treat the annuitant as the certificate Owner for
     purposes of determining when the certificate Owner dies under the death
     benefit provision (if there is no Contingent Annuitant), and the
     Annuitant's Issue Age will determine the applicable death benefit payable
     to the Beneficiary. The sole certificate Owner's estate will be the
     beneficiary if no beneficiary designation is in effect, or if the sole
     designated beneficiary has predeceased the certificate Owner. In the case
     of a joint certificate Owner dying prior to the annuity commencement date,
     the surviving certificate Owner(s) will be deemed the beneficiary(ies) and
     any other Beneficiary(ies) on record will be treated as the contingent
     Beneficiary(ies).

THE ANNUITANT

     The Annuitant is the measuring life of the annuity benefits provided under
     a Certificate. The annuitant may not be changed during the annuitant's
     lifetime. The Certificate Owner may name a contingent annuitant. The
     contingent annuitant becomes the annuitant if the annuitant dies while a
     Certificate is in effect prior to the Annuity Commencement Date. The
     Certificate Owner will be the contingent annuitant unless the Certificate
     Owner names someone else. The annuitant must be a natural person. If the
     annuitant dies and no contingent annuitant has been named, we will allow
     the Certificate Owner sixty days to designate someone else as annuitant. If
     all Certificate Owners are not individuals and, through operation of this
     provision, a Certificate Owner becomes the Annuitant, we will pay the death
     benefit proceeds to the Beneficiary. If there are joint Certificate Owners,
     we will treat the youngest of the Certificate Owners as the Contingent
     Annuitant designated, unless elected otherwise.

THE BENEFICIARY

     The beneficiary is the person to whom we pay death proceeds if the
     certificate Owner dies prior to the annuity commencement date. See Death
     Benefit Proceeds for more information. We pay death proceeds to the primary
     beneficiary (unless there are joint Certificate Owners in which case the
     death benefit proceeds are payable to the surviving Certificate Owners). If
     the primary beneficiary dies before the certificate Owner, the death
     proceeds are paid to the contingent beneficiary, if any. If there is no
     surviving beneficiary, we pay the death proceeds to the certificate Owner's
     estate.

     One or more persons may be named as primary beneficiary or contingent
     Beneficiary. In the case of more than one beneficiary, we will assume any
     death proceeds are to be paid in equal shares to the surviving
     beneficiaries. Other than equal shares may be specified by the Certificate
     Owner.

     The Certificate Owner has the right to change beneficiaries during the
     Certificate Owner's lifetime, unless the primary beneficiary is designated
     irrevocable. When an irrevocable Beneficiary has been designated, the
     Certificate Owner and the irrevocable Beneficiary may have to act together
     to exercise the rights and options under a Certificate.

     When naming or changing the Beneficiary(ies), the Certificate Owner may
     specify the form of payments of the Death Benefits. We will honor the
     specified form of payment to the extent permitted under section 72(s) of
     the I.R.S. Code. If the form of payment is not specified, the
     Beneficiary(ies) may determine the manner of payment, to the extent allowed
     by the Code.

GA-MA-1090                             13
<PAGE>

                    Introduction to the Contract (Continued)
--------------------------------------------------------------------------------


CHANGE OF CERTIFICATE OWNER OR BENEFICIARY

     During the Certificate Owner's lifetime and while a Certificate is in
     effect under this Contract, the Certificate Owner can transfer ownership of
     a Certificate or change the beneficiary. To make any of these changes, we
     require written notice of the change in a form satisfactory to us. If there
     are joint Certificate Owners, both must agree to the change. The change
     will take effect as of the day the notice is signed. The change will not
     affect any payment made or action taken by us before recording the change
     at our Customer Service Center. A change of certificate Owner may affect
     the amount of death benefit payable under the Certificate. See Proceeds
     Payable to Beneficiary and Benefit Option Packages.

GA-MA-1090                             14
<PAGE>

                     Premium Payments and Allocation Changes
--------------------------------------------------------------------------------

INITIAL PREMIUM PAYMENT

     The Initial Premium payment is required to put a Certificate in effect. The
     amount and allocation of the Initial Premium payment is shown in each
     Certificate.

ADDITIONAL PREMIUM PAYMENT OPTION

     Additional premium payments may be made after the Right to Examine period
     ends. Satisfactory notice to us must be given for additional premium
     payments. Restrictions on additional premium payments, such as the attained
     age of the annuitant or certificate Owner and the timing and amount of each
     payment, are shown in each Certificate. We reserve the right to defer
     acceptance of or to return any additional premium payments.

     As of the date we receive and accept the Certificate Owner's additional
     premium payment:

     (1)  The accumulation value will increase by the amount of the premium
          payment less any premium deductions as shown in each Certificate.

     (2)  The increase in the accumulation value will be allocated among the
          Divisions and the Fixed Allocations in accordance with the Certificate
          Owner's instructions. If the Certificate Owner does not provide such
          instructions, allocation will be among the Divisions and in proportion
          to the amount of accumulation value in each Division as of the date we
          receive and accept the additional premium payment. Allocations to the
          Fixed Account will be made only upon specific written request.

     Where to Make Payments

     Additional premium payments are to be sent to our Customer Service Center.
     On request, a receipt signed by one of our officers will be provided.

REALLOCATION OF ACCUMULATION VALUE

     The accumulation value may be reallocated among the Divisions, the General
     Account and the Fixed Account prior to the Annuity Commencement Date. The
     number of free allocation changes each certificate year that we will allow
     is shown in each Certificate. To make an allocation change, we must receive
     satisfactory notice at our Customer Service Center. The change will take
     effect when we receive the notice. Restrictions for reallocation into and
     out of the Divisions are shown in each Certificate. Some Divisions may have
     restrictions on allocations. An allocation from the Fixed Allocation may be
     subject to a Market Value Adjustment. See Market Value Adjustment.

WHAT HAPPENS IF A VARIABLE SEPARATE ACCOUNT DIVISION IS NOT AVAILABLE

     When a distribution is made from an investment portfolio supporting a unit
     investment trust Division of the Separate Account in which reinvestment is
     not available, we will allocate the distribution to the Specially
     Designated Division shown in each Certificate unless the Certificate Owner
     specifies otherwise.

     Such a distribution may occur when an investment portfolio or Division
     matures, when distribution from a portfolio or Division cannot be
     reinvested in the portfolio or Division due to the unavailability of
     securities, or for other reasons. When this occurs because of maturity, we
     will send written notice 30 days in advance of such date. To elect an
     allocation to other than the Specially Designated Division shown in each
     Certificate, we must receive satisfactory notice at least seven days prior
     to the date the investment matures. Such allocations will not be counted as
     an allocation change of the accumulation value for purposes of the number
     of free allocations permitted.

GA-MA-1090                             15
<PAGE>

               Premium Payments and Allocation Changes (continued)
--------------------------------------------------------------------------------

RESTRICTED FUNDS

Restricted Funds are subject to limits as to amounts which may be invested or
transferred into such divisions. The designation of a division as a Restricted
Fund may be changed upon 30 days notice to the Owner with regard to future
transfers and premium payments into such division. When a new division is made
available it may be designated as a Restricted Fund. If so designated, the rules
regarding its restrictions will be sent to the Owner. Also listed below are the
total Contract limits for Restricted Funds.

Restricted Fund Limits

            Maximum
        Allocation % of         Maximum
      Accumulation Value       Premium %        Dollar Cap
      ------------------       ---------        ----------
              30%               99.999%         $9,999,999


THRESHOLDS

Each Restricted Fund has one or more thresholds at which point no further
amounts may be allocated to that division. Compliance with a threshold is
verified whenever there is a transaction initiated which is subject to such
threshold (premium payments, transfers, withdrawals). A threshold is applied to
the total Accumulation Value of each Restricted Fund. Thresholds may be changed
by the Company for new premiums, transfers or withdrawals by Restricted Fund
upon 30 day notice.

DOLLAR CAP

The Dollar Cap is the dollar amount at which no further Accumulation Value may
be added to Restricted Funds.

PREMIUM THRESHOLD

The threshold for premium by Restricted Fund limits the amount of any premium
which may be allocated to that division. Should a request for allocation to a
Restricted Fund exceed the limit in effect for that division or for the
Contract, any excess over that amount shall be allocated prorata to any
non-Restricted Fund(s) in which the Contract is then invested. Should the
Contract not be invested in other non-Restricted Funds, the excess will be
invested in the Specially Designated Division unless we receive written
instructions to do otherwise. Premium allocations must also satisfy the
Allocation Threshold.

ALLOCATION THRESHOLD

Allocations into a Restricted Fund are limited to that amount such that the
Accumulation Value in that Restricted Fund after such allocation does not exceed
the threshold for that division and does not cause the Contract's total limit on
allocation to Restricted Funds to be exceeded. If the amount of an allocation
would cause either limit to be exceeded, the allocation will only be executed to
the extent the lower limit would allow.

Allocations from a Restricted Fund will be allowed even if the amount remaining
in the Restricted Fund after an allocation exceeds the Allocation Threshold. If
a program of allocations over time is authorized by us, verification of the
threshold will be performed at the initiation of such program. If such program
is modified at a later date, a testing of thresholds will be done at that time.

GA-MA-1090                             16
<PAGE>

               Premium Payments and Allocation Changes (continued)
--------------------------------------------------------------------------------

THRESHOLDS - EFFECT ON WITHDRAWALS

     If a withdrawal is requested while any Accumulation Value is allocated to
     Restricted Funds and the Allocation Threshold percentage is currently
     exceeded, the percentage for funds invested in Restricted Funds for the
     total Contract, after taking into account the withdrawal, may not be higher
     than prior to the withdrawal. Should the calculated effect of a withdrawal
     result in the total Contract threshold being exceeded, the excess portion
     of the withdrawal will be processed prorata from all variable divisions.
     Systematic withdrawals, while the Contract has investments in Restricted
     Funds, if not withdrawn prorata from all divisions, shall be monitored
     annually to assure threshold compliance. Should the effect of such
     withdrawals cause a Restricted Fund to exceed its threshold, the divisions
     from which the withdrawals are processed may be adjusted to assure that the
     percentage of Accumulation Value in the Restricted Funds does not increase.

THRESHOLD PROCESSING

     For the purpose of calculating any thresholds, the values for the divisions
     will be determined using the prior day's closing index of investment
     experience.

GA-MA-1090                             17
<PAGE>

                      How We Measure the Accumulation Value
--------------------------------------------------------------------------------

THE VARIABLE SEPARATE ACCOUNTS

     These accounts, which are designated in each Certificate, are kept separate
     from our General Account and any other separate accounts we may have. They
     are used to support variable annuity contracts and may be used for other
     purposes permitted by applicable laws and regulations. We own the assets in
     the Separate Accounts. Assets equal to the reserves and other liabilities
     of the accounts will not be charged with liabilities that arise from any
     other business we conduct; but, we may transfer to our General Account
     assets which exceed the reserves and other liabilities of the Variable
     Separate Accounts. Income and realized and unrealized gains or losses from
     assets in these separate accounts are credited to or charged against the
     account without regard to other income, gains or losses in our other
     investment accounts.

     The Variable Separate Account will invest in mutual funds, unit investment
     trusts and other investment portfolios which we determine to be suitable
     for this Contract's purposes. This Variable Separate Account is treated as
     a unit investment trust under Federal securities laws. It is registered
     with the SEC under the Investment Company Act of 1940. This Variable
     Separate Account is also governed by state laws as designated in each
     Certificate. The trusts may offer unregistered series.

     Divisions of the Variable Separate Account

     A unit investment trust Variable Separate Account includes Divisions, each
     investing in a designated investment portfolio. The Divisions and the
     investment portfolios in which they invest, if applicable, are specified in
     each Certificate. Some of the portfolios designated may be managed by a
     separate investment adviser. Such adviser will be registered under the
     Investment Advisers Act of 1940 if required.

     Changes Within the Variable Separate Accounts

     We may, from time to time, make additional Variable Separate Account
     Divisions available. These Divisions will invest in investment portfolios
     we find suitable for this Contract. We also have the right to eliminate
     Divisions from a separate account, to combine two or more Divisions or to
     substitute a new portfolio for the portfolio in which a Division invests. A
     substitution may become necessary if, in our judgment, a portfolio or
     Division no longer suits the purposes of this Contract. This may happen due
     to a change in laws or regulations, or a change in a portfolio's investment
     objectives or restrictions, or because the portfolio or Division is no
     longer available for investment, or for some other reason. We may get prior
     approval from the insurance department of our state of domicile before
     making such a substitution. We will also get any required approval from the
     SEC and any other required approvals before making such a substitution.

     Subject to any required regulatory approvals, we reserve the right to
     transfer assets of the Divisions of the Variable Separate Account, which we
     determine to be associated with the class of Contracts to which this
     Contract belongs, to another Variable Separate Account or Division.

     When permitted by law, we reserve the right to:

     (1)  Deregister a Variable Separate Account under the Investment Company
          Act of 1940;

     (2)  Operate a Variable Separate Account as a management company under the
          Investment Company Act of 1940, if it is operating as a unit
          investment trust;

     (3)  Operate a Variable Separate Account as a unit investment trust under
          the Investment Company Act of 1940, if it is operating as a managed
          Variable Separate Account;

     (4)  Restrict or eliminate any voting rights of Certificate Owners, or
          other persons who have voting rights as to a Variable Separate
          Account; and

     (5)  Combine a Variable Separate Account with other Variable Separate
          Accounts.

GA-MA-1090                             18
<PAGE>

                How We Measure the Accumulation Value (continued)
--------------------------------------------------------------------------------

THE GENERAL ACCOUNT

     The General Account contains all assets of the Company other than those in
     the Separate Accounts we establish. The Guaranteed Interest Divisions
     available for investment are shown in the Schedule. We may, from time to
     time, offer other Divisions where assets are held in the General Account.

VALUATION PERIOD

     Each Division and Fixed Allocation will be valued at the end of each
     valuation period on a valuation date. A valuation period is each business
     day together with any non-Business Days before it. A business day is any
     day the NYSE is open for trading, and the SEC requires mutual funds, unit
     investment trusts, or other investment portfolios to value their
     securities.

ACCUMULATION VALUE

     The accumulation value of a Certificate is equal to the sum of the amounts
     in each Division of the Variable Separate Account and General Account and
     allocations to the Fixed Account. The Certificate Owner selects how the
     accumulation value is allocated. The maximum number of Divisions and Fixed
     Allocations to which the Accumulation Value may be allocated at any one
     time is shown in each Certificate.

ACCUMULATION VALUE IN EACH DIVISION AND FIXED ALLOCATION

     On the Certificate Date

     On the certificate date, the accumulation value is allocated to each
     Division and the Fixed Allocations as shown in each Certificate. We reserve
     the right to allocate premium to the Specially Designated Division during
     any Right to Examine period. After such time, allocation will be made
     proportionately in accordance with the initial allocation(s) as elected by
     the Certificate Owner.

     On each Valuation Date

     At the end of each subsequent valuation period, the amount of accumulation
     value in each Division and fixed allocation will be calculated as follows:

         (1)  We take the accumulation value in the Division or Fixed Allocation
              at the end of the preceding Valuation Period.

         (2)  We multiply (1) by the Variable Separate Account Division's net
              rate of return for the current valuation period, or we calculate
              the interest to be credited to a Fixed Allocation or Guaranteed
              Interest Division for the current Valuation Period.

         (3)  We add (1) and (2).

         (4)  We add to (3) any additional premium payments (less any premium
              deductions as shown in each Certificate) allocated to the Division
              or Fixed Allocation during the current valuation period.

         (5)  We add or subtract allocations to or from that Division or Fixed
              Allocation during the current valuation period.

         (6)  We subtract from (5) any partial withdrawals which are allocated
              to the Division or Fixed Allocation during the current valuation
              period.

         (7)  We subtract from (6) the amounts allocated to that Division or
              Fixed Allocation for:

              (a)  any charges due for optional benefit riders as shown in each
                   Certificate;

              (b)  any deductions from Accumulation Value as shown in each
                   Certificate.

All amounts in (7) are allocated to each Division or Fixed Allocation as shown
in each Certificate.

GA-MA-1090                             19
<PAGE>

                How We Measure the Accumulation Value (continued)
--------------------------------------------------------------------------------

FIXED ACCOUNT

     The Fixed Account is a Separate Account under state law and is not required
     to be registered with the Securities and Exchange Commission under the
     Investment Company Act of 1940. The Fixed Account includes various Fixed
     Allocations which we credit with fixed rates of interest for the Guarantee
     Period (or Periods) the Certificate Owner selects. We reset the interest
     rates for new Fixed Allocations periodically, based on our sole discretion.

     Guarantee Periods

     Each Fixed Allocation is guaranteed an interest rate or rates for a period,
     a Guarantee Period. The Guaranteed Interest Rates for a fixed allocation
     are effective for the entire period. The Maturity Date of a Guarantee
     Period will be the last day of a calendar month in which the Guarantee
     Period ends. Withdrawals and transfers made during a Guarantee Period may
     be subject to a Market Value Adjustment unless made thirty days or less
     prior to the Maturity Date.

     Upon the expiry of a Guarantee Period, we will transfer the Accumulation
     Value of the expiring Fixed Allocation to a Fixed Allocation with a
     Guarantee Period equal in length to the expiring Guarantee Period, unless
     the Certificate Owner selects another period prior to a Maturity Date. We
     will notify the Certificate Owner at least thirty days prior to a Maturity
     Date of options for renewal. If the period remaining from the expiry of the
     previous guarantee period to the annuity commencement date is less than the
     period elected or the period expiring, the next shortest period then
     available that will not extend beyond the Annuity Commencement Date will be
     offered. If a period is not available, the Accumulation Value will be
     transferred to the Specially Designated Division.

     We will declare guaranteed interest rates for the then available Fixed
     Allocation Guarantee Periods. These interest rates are based solely on our
     expectation as to our future earnings. Declared guaranteed interest rates
     are subject to change at any time prior to application to specific fixed
     allocations, although in no event will the rates be less than the Minimum
     Guaranteed Interest Rate shown in the Certificate.

     Market Value Adjustments

     A Market Value Adjustment will be applied to a Fixed Allocation upon
     withdrawal, transfer or application to an Income Plan if made more than
     thirty days prior to such Fixed Allocation's Maturity Date, except on
     Systematic Partial Withdrawals and IRA Partial Withdrawals. The Market
     Value Adjustment is applied to each Fixed Allocation separately.

     The Market Value Adjustment is determined by multiplying the amount of
     Accumulation Value withdrawn, transferred or applied to an Income Plan by
     the following factor:

                  (      1  +  I           )  N/365
                  (------------------------)           -  1
                  (  1  +  J  +  .0050     )

     Where I is the Index Rate for a Fixed Allocation on the first day of the
     applicable Guarantee Period; J is the Index Rate for new Fixed Allocations
     with Guarantee Periods equal to the number of years (fractional years
     rounded up to the next full year) remaining in the Guarantee Period at the
     time of calculation; and N is the remaining number of days in the Guarantee
     Period at the time of calculation. (The Index Rate is described in each
     Certificate.)

     Market Value Adjustments will be applied as follows:

         (1)  The Market Value Adjustment will be applied to the amount
              withdrawn before deduction of any applicable Surrender Charge.

         (2)  For a partial withdrawal, partial transfer or in the case where a
              portion of a Fixed Allocation is applied to an Income Plan, the
              Market Value Adjustment will be calculated on the total amount
              that must be withdrawn, transferred or applied to an Income Plan
              in order to provide the amount requested.

         (3)  If the Market Value Adjustment is negative, it will be assessed
              first against any remaining Accumulation Value in a particular
              Fixed Allocation. Any remaining Market Value Adjustment will be
              applied against the amount withdrawn, transferred or applied to an
              Income Plan.

GA-MA-1090                             20
<PAGE>

                How We Measure the Accumulation Value (continued)
--------------------------------------------------------------------------------

         (4)  If the Market Value Adjustment is positive, it will be credited to
              the Accumulation Value of a particular Fixed Allocation. If a cash
              surrender, or full transfer, or application to an Income Plan has
              been requested, the Market Value Adjustment is added to the amount
              being withdrawn, transferred or applied to an Income Plan.

MEASUREMENT OF INVESTMENT EXPERIENCE

     Index of Investment Experience

     The investment experience of a Division is determined on each valuation
     date. We use an index to measure changes in each Division's experience
     during a valuation period. We set the index at $10 when the first
     investments in a Division are made. The index for a current valuation
     period equals the index for the preceding valuation period multiplied by
     the Experience Factor for the current valuation period.

     How We Determine the Experience Factor (Net Return Factor)

     For Divisions of a unit investment trust separate account the Experience
     Factor reflects the investment experience of the portfolio in which the
     Division invests as well as the charges assessed against the Division for a
     valuation period. The factor is calculated as follows:

         (1)  We take the net asset value of the portfolio in which the Division
              invests at the end of the current valuation period.

         (2)  We add to (1) the amount of any dividend or capital gains
              distribution declared for the investment portfolio and reinvested
              in such portfolio during the current valuation period. We subtract
              from that amount a charge for our taxes, if any.

         (3)  We divide (2) by the net asset value of the portfolio at the end
              of the preceding valuation period.

         (4)  We subtract the daily mortality and expense risk charge for each
              Division shown in each Certificate for each day in the valuation
              period. This charge is to cover expense and mortality risks that
              we are assuming.

         (5)  We subtract the daily asset based administrative charge shown in
              each Certificate for each day in the Valuation Period.

     Calculations for Divisions investing in unit investment trusts are on a per
     unit basis.

     Net Rate of Return for a Variable Separate Account Division
     (Net Return Factor)
     The net rate of return for a Division during a valuation period is the
     Experience Factor for that valuation period minus one.

     Interest Credited to a Guaranteed Interest Division

     Accumulation Value allocated to a Guaranteed Interest Division will be
     credited with the Guaranteed Interest Rate for the Guarantee Period in
     effect on the date the premium or reallocation is applied. Once applied,
     such rate will be guaranteed until the Maturity Date of that Guarantee
     Period. Interest will be credited daily at a rate to yield the declared
     annual Guaranteed Interest Rate. No Guaranteed Interest Rate will be less
     than the Minimum Interest Rate shown in the Schedule.

     Interest Credited to a Fixed Allocation

     A Fixed Allocation will be credited with the Guaranteed Interest Rate for
     the Guarantee Period in effect on the date the premium or reallocation is
     applied. Once applied, such rate will be guaranteed until that Fixed
     Allocation's Maturity Date. Interest will be credited daily at a rate to
     yield the declared annual Guaranteed Interest Rate.

     We periodically declare Guaranteed Interest Rates for then available
     Guarantee Periods. No Guaranteed Interest Rate will be less than the
     Minimum Guaranteed Interest Rate shown in each Certificate.

GA-MA-1090                             21
<PAGE>

                How We Measure the Accumulation Value (continued)
--------------------------------------------------------------------------------


CHARGES DEDUCTED FROM ACCUMULATION VALUE FOR EACH PROCESSING PERIOD

     All charges and fees are shown in each Certificate.

     Charge Deduction Division Option

     We will deduct all charges against the accumulation value of a Certificate
     from the Charge Deduction Division if the Certificate Owner elected this
     option. If this option was not elected or if the charges are greater than
     the amount in the Charge Deduction Division, the charges against the
     Accumulation Value will be deducted as follows:

         (1)  If these charges are less than the accumulation value in the
              Variable Separate Account Divisions, they will be deducted
              proportionately from all Divisions.

         (2)  If these charges exceed the Accumulation Value in the Variable
              Separate Account Divisions, any excess over such value will be
              deducted proportionately from any Fixed Account and Guaranteed
              Interest Divisions.

     Any charges deducted from the Fixed Account or the General Account will be
     taken from the Fixed Allocations or the Guaranteed Interest Divisions,
     starting with the Guarantee Period nearest its Maturity Date until such
     charges have been paid.

     The Certificate Owner may at any time while the Certificate is in effect
     change the election of this option. To do so, the Certificate Owner must
     send a written request to our Customer Service Center. Any change will take
     effect within seven days of the date we receive the request.

GA-MA-1090                             22
<PAGE>

                        The Certificate Owner's Benefits
--------------------------------------------------------------------------------

     While a Certificate is in effect, the Certificate Owner has important
     rights and benefits available. We discuss these rights and benefits in this
     section.

CASH VALUE BENEFIT

     Cash Surrender Value

     The cash surrender value before the annuity commencement date, is
     determined as follows:

     (1)  We take a Certificate's accumulation value;

     (2)  We adjust for any applicable Market Value Adjustment;

     (3)  We deduct any Surrender Charges; and

     (4)  We deduct any charges as shown in each Certificate that have been
          incurred but not yet deducted, including:

          (a)  any administrative charge that has not yet been deducted;

          (b)  the prorata part of any charges for optional benefit riders; and

          (c)  any applicable premium or other tax.

     Cancelling to Receive the Cash Surrender Value

     The Certificate Owner may, at any time on or before the annuity
     commencement date and while the Annuitant is living, surrender a
     Certificate to us. To do this, the Certificate Owner must return the
     Certificate with a signed request for cancellation to our Customer Service
     Center.

     The cash surrender value will vary daily. We will determine the cash
     surrender value as of the date we receive the Certificate and the signed
     request in our Customer Service Center. All benefits under the Certificate
     will then end.

     We will usually pay the cash surrender value within seven days; but, we may
     delay payment as described in the Payments We May Defer provision.

PARTIAL WITHDRAWAL OPTION

     After the certificate Date, the Certificate Owner may make partial
     withdrawals. Partial Withdrawals may be subject to a Surrender Charge. The
     minimum amount that may be withdrawn is shown in each Certificate. The
     maximum amount that may be withdrawn is shown in each Certificate. To take
     a partial withdrawal, satisfactory notice must be sent to our Customer
     Service Center.

GA-MA-1090                             23
<PAGE>

                             Death Benefit Proceeds
--------------------------------------------------------------------------------

PROCEEDS PAYABLE TO THE BENEFICIARY

     Prior to the Annuity Commencement Date

     If the sole certificate Owner dies prior to the annuity commencement date,
     we will pay the beneficiary the death benefit based on the Benefit Option
     Package elected and in effect on the date of death. If there are joint
     Certificate Owners and any Certificate Owner dies, we will pay the
     surviving Certificate Owners the death benefit. We will pay the amount on
     receipt of due proof of the certificate Owner's death at our Customer
     Service Center. Such amount may be received in a single lump sum or applied
     to any of the Annuity Options (see Choosing an Income Plan). When the
     Certificate Owner (or all Certificate Owners where there are joint
     Certificate Owners) is not an individual, the proceeds become payable on
     the death of the annuitant prior to the Annuity Commencement Date (unless a
     contingent annuitant survived the annuitant). Only one death benefit is
     payable under a Certificate. In all events, distributions under the
     Certificate must be made as required by applicable law.

     How to Claim Payments to Beneficiary

     We must receive proof of the certificate Owner's (or annuitant's) death
     before we will make any payments to the beneficiary. We will calculate the
     death benefit as of the date we receive due proof of death. The beneficiary
     should contact our Customer Service Center for instructions.

GA-MA-1090                             24
<PAGE>

                             Benefit Option Packages
--------------------------------------------------------------------------------

     The Contract offers three Benefit Option Packages. The Option Package
     elected is shown in the Certificate.

ELECTION OF BENEFIT OPTION PACKAGES

     On any Certificate Anniversary prior to the Certificate Owner's Attained
     Age 80, the Certificate Owner may elect to replace the Benefit Option
     Package in effect with one of the other Benefit Option Packages provided
     there are no Joint Certificate Owners and the Certificate Owner and the
     Annuitant meet the eligibility criteria stated below. Such election must be
     received in writing at our Customer Service Center on or during the sixty
     day period immediately preceding the Certificate Anniversary.

     The effective date of the newly elected Benefit Option Package will be the
     Certificate Anniversary at the end of the sixty day election period. We
     will issue another Certificate Schedule reflecting the new Benefit Option
     Package Chosen. This new Schedule will reflect the new Schedule Date and
     the revised Charges, if any, for the Benefit Option Package elected.

SPECIAL FUNDS

     The allocation of Accumulation Value to the Fixed Account, the Guaranteed
     Interest Divisions and Divisions of the Separate Account may be subject to
     specific limitations or rules when calculating the Death Benefits provided
     in each of the Benefit Option Packages described below. Collectively, such
     allocations are called Special Funds. Special Funds, if any, are shown in
     the Certificate.

     We may add newly available Divisions as Special Funds. We may also
     reclassify an existing Division as a Special Fund or remove such
     designation upon 30 days notice to the Certificate Owner. Such
     reclassifications will apply to amounts transferred or otherwise allocated
     to such Division after the date of date of the change. We may reduce any
     applicable Mortality and Expense Risk Charge for that portion of the
     Certificate allocated to a Special Fund.

DESCRIPTION OF BENEFIT OPTION PACKAGE I

     Benefit Option Package I is not available if, at the time of election, the
     Certificate's Accumulation Value is less than $15,000 ($1,500 for Qualified
     Plans).

     Death Benefit

     The Death Benefit is the greatest of (i), (ii) and (iii) below, where:

     (i)  is the Accumulation Value less any Credits applied within 12 months
          prior to or after death;

     (ii) is the Guaranteed Death Benefit less any Initial Credits applied
          within 12 months prior to or after death;

     (iii) is the Cash Surrender Value.

     Guaranteed Death Benefit

     The Guaranteed Death Benefit for the Certificate is equal to the sum of I
     and II below.

     I.   The Guaranteed Death Benefit Base for non-Special Funds

     II.  The Accumulation Value allocated to Special Funds

     On the Certificate Date, the Guaranteed Death Benefit Base for non-Special
     Funds is the initial premium, plus any Initial Credits, allocated to
     non-Special Funds. On subsequent Valuation Dates, the Guaranteed Death
     Benefit Base for non-Special Funds is calculated as follows:

     (1)  Start with the Guaranteed Death Benefit Base for non-Special Funds
          from the prior Valuation Date.

     (2)  Add any additional premiums paid and allocated to non-Special Funds
          during the current Valuation Period to (1).

     (3)  Adjust (2) for any transfers to or from Special Funds during the
          current Valuation Period.

     (4)  Subtract from (3) any Prorata Partial Withdrawal Adjustments for any
          Partial Withdrawal made from non-Special Funds during the current
          Valuation Period.

GA-MA-1090                             25
<PAGE>

                       Benefit Option Packages (continued)
--------------------------------------------------------------------------------

     The Guaranteed Death Benefit Base for Special Funds has a corresponding
     definition, but with respect to amounts allocated to Special Funds.

     Transfers from Special Funds to non-Special Funds will reduce the
     Guaranteed Death Benefit Base for Special Funds on a prorata basis. The
     resulting increase in the Guaranteed Death Benefit Base for non-Special
     Funds will equal the lesser of the reduction in the Guaranteed Death
     Benefit Base for Special Funds and the net Accumulation Value transferred.

     Transfers from non-Special Funds to Special Funds will reduce the
     Guaranteed Death Benefit Base for non-Special Funds on a prorata basis. The
     resulting increase in the Guaranteed Death Benefit Base for Special Funds
     will equal the reduction in Guaranteed Death Benefit Base for non-Special
     Funds.

     Prorata Partial Withdrawal Adjustments

     For any partial withdrawal, the Death Benefit components will be reduced by
     Prorata Partial Withdrawal Adjustments. The Prorata Partial Withdrawal
     Adjustment to a Death Benefit component for a partial withdrawal is equal
     to (1) divided by (2) multiplied by (3), where: (1) is the Accumulation
     Value withdrawn; (2) is the Accumulation Value immediately prior to
     withdrawal; and (3) is the amount of the applicable Death Benefit component
     immediately prior to the withdrawal. Separate adjustments will apply to
     amounts in the Special and non-Special Funds.

     Change of Owner

     A change of Owner will result in recalculation of the Death Benefit and the
     Guaranteed Death Benefit. If the new Owner's Attained Age at the time of
     the change is less than 86, the Guaranteed Death Benefit in effect prior to
     the change will remain in effect and the Death Benefit provision shall
     apply. If the new Owner's Attained Age is 86 or greater at the time of the
     change, the Guaranteed Death Benefit will be zero, and the Death Benefit
     will then be the Cash Surrender Value.

     Spousal Continuation upon Death of Owner

     If at the Owner's death, the surviving spouse of the deceased Owner is the
     Beneficiary and such surviving spouse elects to continue the Certificate as
     their own pursuant to Internal Revenue Code Section 72(s) or the equivalent
     provisions of U.S. Treasury Department rules for qualified plans, the
     following will apply:

     (a)  If the Guaranteed Death Benefit as of the date we receive due proof of
          death of the Owner, minus the Accumulation Value, also as of that
          date, is greater than zero, we will add such difference to the
          Accumulation Value. Such addition will be allocated to the Divisions
          of the Separate Account then available in the same proportion as the
          Accumulation Value in each available Division bears to the
          Accumulation Value in all such Divisions. If there is no Accumulation
          Value in any Division then available, the addition will be allocated
          to the Liquid Asset Division, or its successor.

     (b)  The Guaranteed Death Benefit will continue to apply, with all age
          criteria using the surviving spouse's age as the determining age.

     (c)  At subsequent surrender, any Surrender Charge applicable to premiums
          paid prior to the date we receive due proof of death of the Owner will
          be waived. Any premiums paid later will be subject to any applicable
          Surrender Charge.

     This addition to Accumulation Value is available only to the spouse of the
     Owner as of the date of death of the Owner if such spouse under the
     provisions if the Certificate elects to continue the Certificate as their
     own.

GA-MA-1090                             26
<PAGE>

                       Benefit Option Packages (continued)
--------------------------------------------------------------------------------

DESCRIPTION OF BENEFIT OPTION PACKAGE II

     Benefit Option Package II is not available if there are Joint Certificate
     Owners or if, at the time of election, the Certificate's Accumulation Value
     is less than $5,000 ($1,500 for Qualified Plans)..

     Death Benefit

     The Death Benefit is the greatest of (i), (ii), (iii) and (iv) below,
     where:

          (i)  is the Accumulation Value less any Credits applied within 12
               months prior to or after death;

          (ii) is the Guaranteed Death Benefit less any Initial Credits applied
               within 12 months prior to or after death;

          (iii) is the Cash Surrender Value; and

          (iv) is the Minimum Death Benefit less any Initial Credits applied
               within 12 months prior to or after death.

     Minimum Death Benefit

     The Minimum Death Benefit shall be the sum of the following:

          1.   The Accumulation Value allocated to Special Funds; and

          2.   Adjusted Premium for non-Special Funds.

     Adjusted Premium for non-Special Funds shall mean all premium, plus any
     Initial Credits, allocated to non-Special Funds, plus an adjustment for any
     amounts transferred to non-Special Funds, less a prorata adjustment for any
     amounts transferred or withdrawn from non-Special Funds. The amount of the
     prorata adjustment will equal (a) times (b) divided by (c), where (a) is
     the Adjusted Premium for non-Special Funds prior to the transfer or
     withdrawal; (b) is the Accumulation Value of the transfer or withdrawal;
     and (c) is the Accumulation Value allocated to non-Special Funds before the
     transfer or withdrawal. Adjusted Premium for Special Funds has the same
     definition, but with respect to amounts allocated to Special Funds.

     Transfers from Special Funds increase the Adjusted Premium for non-Special
     Funds by the lesser of the reduction of the Adjusted Premium for Special
     Funds and net Accumulation Value transferred. Transfers from non-Special
     Funds increase the Adjusted Premium for Special Funds by the reduction in
     the Adjusted Premium for non-Special Funds.

     Guaranteed Death Benefit

     The Guaranteed Death Benefit for the Certificate is equal to the sum of I
     and II below.

          I.   The Guaranteed Death Benefit Base for non-Special Funds

          II.  The Accumulation Value allocated to Special Funds

     On the Certificate Date, the Guaranteed Death Benefit Base for non-Special
     Funds is the initial premium, plus any Initial Credits, allocated to
     non-Special Funds. On subsequent Valuation Dates, the Guaranteed Death
     Benefit Base for non-Special Funds is calculated as follows:

          (1)  Start with the Guaranteed Death Benefit Base for non-Special
               Funds on the prior Valuation Date.

          (2)  Add to (1) any additional premium allocated to the non-Special
               Funds during the current Valuation Period and adjustments for
               transfers from Special Funds during the current Valuation Period
               and subtract from (1) any adjustment for transfers to Special
               Funds during the current Valuation Period and any Prorata Partial
               Withdrawal Adjustments for any Partial Withdrawals taken from
               non-Special Funds during the current Valuation Period.

          (3)  On a Valuation Date that occurs on or prior to the Owner's
               Attained Age 90, which is also a Certificate Anniversary, we set
               the Guaranteed Death Benefit Base for non-Special Funds equal to
               the greater of (2) or the Accumulation Value allocated to
               non-Special Funds prior to the application of any credits on such
               date. On all other Valuation Dates, the Guaranteed Death Benefit
               Base for non-Special Funds is equal to (2).

     The Guaranteed Death Benefit Base for Special Funds has a corresponding
     definition, but with respect to amounts allocated to Special Funds.

GA-MA-1090                             27
<PAGE>

                       Benefit Option Packages (continued)
--------------------------------------------------------------------------------

     Transfers from Special Funds to non-Special Funds will reduce the
     Guaranteed Death Benefit Base for Special Funds on a prorata basis. The
     resulting increase in the Guaranteed Death Benefit Base for non-Special
     Funds will equal the lesser of the reduction in the Guaranteed Death
     Benefit Base for Special Funds and the net Accumulation Value transferred.

     Transfers from non-Special Funds to Special Funds will reduce the
     Guaranteed Death Benefit Base for non-Special Funds on a prorata basis. The
     resulting increase in the Guaranteed Death Benefit Base for Special Funds
     will equal the reduction in Guaranteed Death Benefit Base for non-Special
     Funds.

     Prorata Partial Withdrawal Adjustments

     For any partial withdrawal, the Death Benefit components will be reduced by
     Prorata Partial Withdrawal Adjustments. The Prorata Partial Withdrawal
     Adjustment to a Death Benefit component for a partial withdrawal is equal
     to (1) divided by (2) multiplied by (3), where: (1) is the Accumulation
     Value withdrawn; (2) is the Accumulation Value immediately prior to
     withdrawal; and (3) is the amount of the applicable Death Benefit component
     immediately prior to the withdrawal. Separate adjustments will apply to
     amounts in the Special and non-Special Funds.

     Change of Owner

     If there is a change in ownership and the new Owner's Attained Age at the
     time of the change is less than 81, the Guaranteed Death Benefit in effect
     prior to the change will remain in effect and the provisions for Benefit
     Option Package II will continue to apply. If the new Owner's Attained Age
     at the time of the change is 81 or greater, or if Joint Owners are named,
     the provisions of Benefit Option Package I will apply and we will issue a
     new Certificate Schedule reflecting the Schedule Date and the revised
     charges, if any, applicable to Benefit Option Package I.

     Spousal Continuation upon Death of Owner

     If at the Owner's death, the surviving spouse of the deceased Owner is the
     Beneficiary and such surviving spouse elects to continue the Certificate as
     their own pursuant to Internal Revenue Code Section 72(s) or the equivalent
     provisions of U.S. Treasury Department rules for qualified plans, the
     following will apply:

          (a)  If the greater of (ii) and (iv) in the Death Benefit provision as
               of the date we receive due proof of death of the Owner, before
               deducting any Initial Credits, minus the Accumulation Value, also
               as of that date, is greater than zero, we will add such
               difference to the Accumulation Value. Such addition will be
               allocated to the Divisions of the Separate Account than available
               in the same proportion as the Accumulation Value in each
               available Division bears to the Accumulation Value in all such
               Divisions. If there is no Accumulation Value in any Division then
               available, the addition will be allocated to the Liquid Asset
               Division, or its successor.

          (b)  The Guaranteed Death Benefit and the Minimum Death Benefit will
               continue to apply, using the surviving spouse's age as the
               determining age.

          (c)  At subsequent surrender, any Surrender Charge applicable to
               premiums paid prior to the date we receive due proof of death of
               the Owner will be waived. Any premiums paid later will be subject
               to any applicable Surrender Charge.

     This addition to Accumulation Value is available only to the spouse of the
     Owner as of the date of death of the Owner if such spouse under the
     provisions of the Certificate elects to continue the Certificate as their
     own.

GA-MA-1090                             28
<PAGE>

                       Benefit Option Packages (continued)
--------------------------------------------------------------------------------

DESCRIPTION OF BENEFIT OPTION PACKAGE III

      Benefit Option Package II is not available if there are Joint Certificate
      Owners or if, at the time of election, the Certificate's Accumulation
      Value is less than $5,000 ($1,500 for Qualified Plans)..

      Death Benefit

     The Death Benefit is the greatest of (i), (ii), (iii), (iv) and (v) below,
     where:

          (i)  is the Accumulation Value less any Credits applied within 12
               months prior to or after death;

          (ii) is the lesser of (a) and (b) less any Initial Credits applied
               within 12 months prior to or after death where (a) is the
               Guaranteed Death Benefit, and (b) is the Maximum Guaranteed Death
               Benefit;

          (iii) is the Cash Surrender Value;

          (iv) is the Minimum Death Benefit less any Initial Credits applied
               within 12 months prior to or after death; and

          (v)  the Alternate Guaranteed Death Benefit less any Initial Credits
               applied within 12 months prior to or after death.

      Minimum Death Benefit

      The Minimum Death Benefit shall be the sum of the following:

          1.   The Accumulation Value allocated to Special Funds; and

          2.   Adjusted Premium for non-Special Funds.

      Adjusted Premium for non-Special Funds shall mean all premium, plus any
      Initial Credits, allocated to non-Special Funds, plus an adjustment for
      any amounts transferred to non-Special Funds, less a prorata adjustment
      for any amounts transferred or withdrawn from non-Special Funds. The
      amount of the prorata adjustment will equal (a) times (b) divided by (c),
      where: (a) is the Adjusted Premium for non-Special Funds prior to the
      transfer or withdrawal; (b) is the Accumulation Value of the transfer or
      withdrawal; and (c) is the Accumulation Value allocated to non-Special
      Funds before the transfer or withdrawal. Adjusted Premium for Special
      Funds has the same definition, but with respect to amounts allocated to
      Special Funds.

      Transfers from Special Funds increase the Adjusted Premium for non-Special
      Funds by the lesser of the reduction of the Adjusted Premium for Special
      Funds and net Accumulation Value transferred. Transfers from non-Special
      Funds increase the Adjusted Premium for Special Funds by the reduction in
      the Adjusted Premium for non-Special Funds.

      Guaranteed Death Benefit

     The Guaranteed Death Benefit for the Certificate is equal to the sum of I
     and II below.

          I.   The Guaranteed Death Benefit Base for non-Special Funds

          II.  The Accumulation Value allocated to Special Funds

      On the Certificate Date, the Guaranteed Death Benefit Base for non-Special
      Funds is the initial premium plus any Initial Credits, if applicable,
      allocated to non-Special Funds. On subsequent Valuation Dates, the
      Guaranteed Death Benefit Base for non-Special Funds is calculated as
      follows:

          (1)  Start with the Guaranteed Death Benefit Base for non-Special
               Funds on the prior Valuation Date.

          (2)  On the Valuation Date on or first following a Certificate
               Anniversary only, calculate annual interest on the Guaranteed
               Death Benefit Base, adjusted for withdrawals and transfers to or
               from Special Funds, as of that Anniversary.

          (3)  Add (1) and (2).

          (4)  Add to (3) any additional premiums allocated to non-Special Funds
               during the current Valuation Period.

          (5)  Add to (or subtract from) (4) adjustments for transfers from (to)
               Special Funds made during the Valuation Period.

          (6)  Subtract from (5) the amount of any Prorata Partial Withdrawal
               Adjustments for any partial withdrawals made from non-Special
               Funds during the current Valuation Period.

GA-MA-1090                            29
<PAGE>

                       Benefit Option Packages (continued)
--------------------------------------------------------------------------------

      The Guaranteed Death Benefit Base for Special Funds has a corresponding
      definition, but with respect to amounts allocated to Special Funds.

      Transfers from Special Funds to non-Special Funds will reduce the
      Guaranteed Death Benefit Base for Special Funds on a prorata basis. The
      resulting increase in the Guaranteed Death Benefit Base for non-Special
      Funds will equal the lesser of the reduction in the Guaranteed Death
      Benefit Base for Special Funds and the net Accumulation Value transferred.

      Transfers from non-Special Funds to Special Funds will reduce the
      Guaranteed Death Benefit Base for non-Special Funds on a prorata basis.
      The resulting increase in the Guaranteed Death Benefit Base for Special
      Funds will equal the reduction in Guaranteed Death Benefit Base for
      non-Special Funds.

      Guaranteed Death Benefit Interest Rate

      The Guaranteed Death Benefit Interest Rate is 5%, except for any valuation
      period ending after the Certificate Anniversary on which the Owner attains
      age 90, or after the Maximum Guaranteed Death Benefit has been reached,
      the Guaranteed Death Benefit Interest Rate is 0%.

      Maximum Guaranteed Death Benefit

      The Maximum Guaranteed Death Benefit is equal to three times premium paid
      plus Initial Credits, reduced by the amount of any Partial Withdrawal
      Adjustments. The Maximum Guaranteed Death Benefit is allocated
      proportionally based on the Certificate's allocation to Special and
      non-Special funds. Transfers and withdrawals will affect the allocation of
      the Maximum Guaranteed Death Benefit at the same proportion among the
      Special and non-Special Funds that they bear to the Accumulation Value
      transferred or withdrawn. Any addition due to spousal continuation will
      not affect the Maximum Guaranteed Death Benefit or the Guaranteed Death
      Benefit Base.

      Prorata Partial Withdrawal Adjustments

      For any partial withdrawal, the Death Benefit components will be reduced
      by Prorata Partial Withdrawal Adjustments

      The Prorata Partial Withdrawal Adjustment to a Death Benefit component is
      equal to (1) divided by (2), multiplied by (3), where: (1) is the
      Accumulation Value withdrawn; (2) is the Accumulation Value immediately
      prior to withdrawal; and (3) is the amount of the applicable Death Benefit
      component immediately prior to the withdrawal. Separate adjustments will
      apply to the amounts in the Special and non-Special Funds.

      Alternate Guaranteed Death Benefit

     The Alternate Guaranteed Death Benefit for the Certificate is equal to the
     sum of I and II below.

          I.   The Alternate Guaranteed Death Benefit Base for non-Special Funds

          II.  The Accumulation Value allocated to Special Funds.

      On the Certificate Date, the Alternate Guaranteed Death Benefit Base for
      non-Special Funds is the initial premium allocated to non-Special Funds
      plus any Initial Credits. On subsequent Valuation Dates, the Alternate
      Guaranteed Death Benefit Base for non-Special Funds is calculated as
      follows:

          (1)  Start with the Alternate Guaranteed Death Benefit Base for
               non-Special Funds from the prior Valuation Date.

          (2)  Add to (1) any additional premium allocated to the non-Special
               Funds during the current Valuation Period and adjustments for
               transfers from Special Funds during the current Valuation Period
               and subtract from (1) any adjustment for transfers to Special
               Funds during the current Valuation Period and any Prorata Partial
               Withdrawal Adjustments for any Partial Withdrawals taken from
               non-Special Funds during the current Valuation Period.

          (3)  On a Valuation Date that occurs on or prior to the Owner's
               Attained Age 90, which is also a Certificate Anniversary, we set
               the Alternate Guaranteed Death Benefit Base for non-Special Funds
               equal to the greater of (2) or the Accumulation Value prior to
               the application of any credits on such date. On all other
               Valuation Dates, the Alternate Guaranteed Death Benefit Base for
               non-Special Funds is equal to (2).

GA-MA-1090                             30
<PAGE>

                       Benefit Option Packages (continued)
--------------------------------------------------------------------------------


      The Alternate Guaranteed Death Benefit Base for Special Funds has a
      corresponding definition, but with respect to amounts allocated to Special
      Funds.

      Transfers from Special Funds to non-Special Funds will reduce the
      Alternate Guaranteed Death Benefit Base for Special Funds on a prorata
      basis. The resulting increase in the Alternate Guaranteed Death Benefit
      Base for non-Special Funds will equal the lesser of the reduction in the
      Alternate Guaranteed Death Benefit Base for Special Funds and the net
      Accumulation Value transferred.

      Transfers from non-Special Funds to Special Funds will reduce the
      Alternate Guaranteed Death Benefit Base for non-Special Funds on a prorata
      basis. The resulting increase in the Alternate Guaranteed Death Benefit
      Base for Special Funds will equal the reduction in Alternate Guaranteed
      Death Benefit Base for non-Special Funds.

      Change of Owner

      If there is a change in ownership and the new Owner's Attained Age at the
      time of the change is less than 81, the Guaranteed Death Benefit, the
      Alternate Guaranteed Death Benefit and the Maximum Guaranteed Death
      Benefit in effect prior to the change will remain in effect and the
      provisions for Benefit Option Package III will continue to apply. If the
      new Owner's Attained Age at the time of the change is 81 or greater, or if
      Joint Owners are named, the provisions of Benefit Option Package I will
      apply and we will issue a new Certificate Schedule reflecting the Schedule
      Date and the revised charges, if any, applicable to Benefit Option Package
      I.

      Spousal Continuation upon Death of Owner

      If at the Owner's death, the surviving spouse of the deceased Owner is the
      Beneficiary and such surviving spouse elects to continue the Certificate
      as their own pursuant to Internal Revenue Code Section 72(s) or the
      equivalent provisions of U.S. Treasury Department rules for qualified
      plans, the following will apply:

          (a)  If the greater of (ii), (iv) and (v) in the Death Benefit
               provision as of the date we receive due proof of death of the
               Owner, before deducting any Initial Credits, minus the
               Accumulation Value, also as of that date, is greater than zero,
               we will add such difference to the Accumulation Value. Such
               addition will be allocated to the Divisions of the Separate
               Account then available in the same proportion as the Accumulation
               Value in each available Division bears to the Accumulation Value
               in all such Divisions. If there is no Accumulation Value in the
               Separate Account, the addition will be allocated to the Liquid
               Asset Division, or its successor.

          (b)  The Guaranteed Death Benefit, the Alternate Guaranteed Death
               Benefit, the Minimum Death Benefit, and the Maximum Guaranteed
               Death Benefit will continue to apply, with all age criteria using
               the surviving spouse's age as the determining age.

          (c)  At subsequent surrender, any Surrender Charge applicable to
               premiums paid prior to the date we receive due proof of death of
               the Owner will be waived. Any premiums paid later will be subject
               to any applicable Surrender Charge.

      This addition to Accumulation Value is available only to the spouse of the
      Owner as of the date of death of the Owner if such spouse under the
      provisions of the Certificate elects to continue the Certificate as their
      own.

GA-MA-1090                             31
<PAGE>

                             Choosing an Income Plan
--------------------------------------------------------------------------------


ANNUITY BENEFITS

     If the annuitant and certificate Owner are living on the annuity
     commencement date, we will begin making payments to the certificate Owner.
     We will make these payments under the annuity option (or options) as chosen
     initially or as subsequently selected.

     Any portion of the Accumulation Value (minus any applicable premium tax)
     may be applied to any Annuity Option by making a written request at least
     30 days prior to the Annuity Commencement Date. When the Annuity Option is
     elected, such election must indicate if payments are to be made as a Fixed
     Annuity, a Variable Annuity or some combination of Fixed and Variable
     Annuity. If Variable Annuity payments are elected, the Assumed Interest
     Rate (AIR) must also be selected, and the election must specify the portion
     of the Accumulation Value (less any applicable premium tax) to be allocated
     to the available Divisions. If no Annuity Option has been elected by the
     Required Annuity Commencement Date shown in the Certificate, payments will
     be made as a Fixed Annuity under Option 2 on a 10-year period certain
     basis. The amount of the payments will be determined by applying the
     Accumulation Value on the Annuity Commencement Date in accordance with the
     Annuity Options section below (see Payments We May Defer). After payments
     begin, only those payable as Variable Annuity Payments under Option 1 may
     be commuted to a lump sum.

     Before we pay any Annuity Benefits, we require the return of the
     Certificate. If the Certificate has been lost, we require the applicable
     lost Certificate form.

     Fixed Annuity Payments

     If Fixed Annuity payments are chosen, the payment rate for the option
     chosen, shown in the tables in the Certificate, reflects the minimum
     guaranteed interest rate. Interest rates actually paid may be higher.

     Variable Annuity Payments

     If Variable Annuity payments are chosen, the initial payment for the option
     chosen, shown in the Certificate, reflects the Assumed Interest Rate
     selected. Thereafter, the Divisions must earn this rate plus enough to
     cover any deductions stated in the Certificate if future Annuity Payments
     are to remain level. If earnings exceed this amount, Annuity Payments will
     increase; if earnings are less, Annuity Payments will decrease.

     Annuity Units

     The Number of Annuity Units is based on the amount of the first Variable
     Annuity Payment which is equal to:

          (1)  The portion of the Accumulation Value applied to pay a Variable
               Annuity Payment (minus any applicable premium tax); divided by

          (2)  1,000; multiplied by

          (3)  The payment rate in the tables shown in the Certificate for the
               option chosen.

     Such amount, or portion, of the Variable Annuity Payment will be divided by
     the appropriate Annuity Unit Value on the tenth Valuation Date before the
     due date of the first payment to determine the number of Annuity Units.
     Thereafter, the number of Annuity Units remains unchanged. Each future
     payment is equal to the sum of the products of each Annuity Unit Value
     multiplied by the appropriate number of Annuity Units. The Annuity Unit
     Value on the tenth Valuation Date prior to the due date of the payment is
     used.

     Annuity Unit Value

     On any Valuation Date, an Annuity Unit Value is equal to:

          (1)  The Annuity Unit Value on the on the previous Valuation Day;
               multiplied by

          (2)  The Annuity Net Return Factor(s) for the Valuation Date;
               multiplied by

          (3)  A Factor to reflect the AIR.

     The Annuity Unit Value and Annuity Payment amount may go up or down due to
     investment gain or loss.

GA-MA-1090                             32
<PAGE>

                       Choosing an Income Plan (Continued)
--------------------------------------------------------------------------------

     Net Return Factor

     The Net Return Factor(s) is(are) used to compute all Variable Annuity
     Payments for any Division in the Variable Separate Account. The Net Return
     Factor for each Division is equal to 1.0000 plus the Net Rate of Return.

     The Net Rate of Return is equal to:

          (1)  The value of the shares of the Division at the end of a Valuation
               Date; minus

          (2)  The value of shares of the Division at the start of the Valuation
               Date; plus or minus

          (3)  Taxes (or reserves for taxes) on the Separate Account (if any);
               divided by

          (4)  The value of the shares of the Division at the start of the
               Valuation Date; minus

          (5)  The daily Asset Based Administrative Charges and Mortality and
               Expense Risk Charges described in the Certificate for each day in
               the Valuation Period.

     A Net Return Rate may be more or less than 0%.

     The value of a share in a Division is equal to the net assets of the
     Division divided by the number of shares outstanding.

     Annuity Payments shall not be changed due to mortality or expense results.

ALLOCATION CHANGES

     The Certificate Owner has the right to request allocation changes among
     Divisions of the Variable Separate Account to any other Division then
     available. After the Annuity Commencement Date, allocation changes in
     excess of four in any Certificate Year are subject to the Excess Allocation
     Charge as stated in the Certificate. After Annuity Payments begin,
     allocation changes are not allowed between values providing Fixed Annuity
     Payments and Variable Annuity Payments.

ANNUITY COMMENCEMENT DATE SELECTION

     The Certificate Owner selects the Annuity Commencement Date. Any date may
     be elected following the first certificate anniversary but before the
     required date of annuity commencement as shown in each Certificate. On the
     Annuity Commencement date, the age of the Annuitant plus the number of
     years payments are guaranteed must not exceed 100. If a date is not
     selected, the annuity commencement date will be in the month following the
     required date of annuity commencement.

FREQUENCY SELECTION

     The Certificate Owner chooses the frequency of the Annuity Payments. They
     may be monthly, quarterly, semi-annually, or annually. If we do not receive
     written notice, the payments will be made monthly.

THE INCOME PLAN

     While a Certificate is in effect and before the annuity commencement date,
     the Certificate Owner may choose one or more annuity options to which death
     benefit proceeds may be applied. If, at the time of the certificate Owner's
     death, no option has been chosen for paying death benefit proceeds, the
     beneficiary may choose an option within one year. An annuity option on
     surrender of the Certificate for its cash surrender value may also be
     elected. For each option we will issue a separate written agreement putting
     the option into effect.

     Our approval is needed for any option where:

          (1)  The person named to receive payment is other than the certificate
               Owner or beneficiary; or

          (2)  The person named is not a natural person, such as a corporation;
               or

          (3)  Any income payment would be less than the minimum annuity income
               payment shown in each Certificate.

GA-MA-1090                             33
<PAGE>

                       Choosing an Income Plan (Continued)
--------------------------------------------------------------------------------

THE ANNUITY OPTIONS

     Option 1.  Income for a Fixed Period

     Payment is made in equal installments for a fixed number of years. The
     number of years must be at least 5 and not more than 30.

     Option 2.  Single Life Income

     Payment is made to the person named in equal monthly installments based on
     one of the following, as elected by the Certificate Owner:

          (a)  Payments continue as long as the Annuitant is living and cease at
               the Annuitant's death.

          (b)  Payments continue for a period certain and continue thereafter as
               long as the Annuitant us living. The period certain may be
               between 5 and 30 years as specified by the Certificate Owner.

          (c)  Payments continue as long as the Annuitant is living. At the
               Annuitant's death, the difference between the sum of the payments
               made and the Accumulation Value applied to this option is paid to
               the Beneficiary in a lump sum. This "Cash Refund" feature is
               available only if the total amount applied to the Option is taken
               as a Fixed Annuity payment.

     Option 3.  Joint Life Income

     This option is available if there are two Annuitants, one of whom is
     designated the Primary Annuitant and the other the Secondary Annuitant.
     Monthly payments are guaranteed and are made as long as at least one of the
     named persons is living, based on one of the following, as elected by the
     Certificate Owner:

          (a)  75% of the payment to continue as long as either Annuitant is
               living;

          (b)  66 2/3% of the payment to continue after the first death;

          (c)  50 % of the payment to continue after the first death;

          (d)  100% of the payment continues for a period certain of from 5 to
               30 years and thereafter as long as either Annuitant is living;

          (e)  100% of the payment to continue if the Secondary Annuitant is the
               first to die and 50% of the payment to continue if the Primary
               Annuitant is the first to die;

          (f)  100% of the payment continues as long as either Annuitant is
               living. At the death of both Annuitants, the difference between
               the sum of the payments made and the Accumulation Value applied
               to this option is paid to the Beneficiary in a lump sum. This
               "Cash Refund" feature is available only if the total amount
               applied to the Option is taken as a Fixed Annuity payment.

     If Fixed Annuity Payments are chosen under Options 1, 2(a), 2(b), 3(a) or
     3(d), the Certificate Owner may also elect to have payments increase
     annually at 1%, 2% or 3% compounded annually.

     Payment may be made under any other mutually agreed upon method.

PAYMENT WHEN NAMED PERSON DIES

     When the person named to receive payment dies, we will pay any amounts
     still due as provided by the option agreement. The amounts still due are
     determined as follows:

         (1)  For Option 1 or for any remaining guaranteed payments under Option
              2, payments will be continued.

         (2) For Option 3, no amounts are payable after both named persons have
died.

GA-MA-1090                            34
<PAGE>

                               General Provisions
--------------------------------------------------------------------------------

ENTIRE CONTRACT

     This Contract, including any attached Rider, Endorsement, amendment and the
     application of the contractholder, constitute the entire Contract between
     the contractholder and us. All statements made by the contractholder, any
     certificate Owner or any annuitant will be deemed representations and not
     warranties. No such statement will be used in any contest unless it is
     contained in the application signed by the contractholder or in a written
     instrument signed by the certificate Owner, a copy of which has been
     furnished to the certificate Owner, the beneficiary or to the
     contractholder.

SENDING NOTICE TO US

     Any written notices or requests should be sent to our Customer Service
Center.

REPORTS TO CERTIFICATE OWNER

     We will send the Certificate Owner a report, at least once during each
     Certificate year, showing the accumulation value and the cash surrender
     value of each Certificate as of the end of the certificate processing
     period. The report will also show the allocation of the accumulation value
     as of such date and the amounts deducted from or added to the accumulation
     value since the last report. The report will also include any other
     information that may be currently required by the insurance supervisory
     official of the jurisdiction in which the Certificate is delivered.

     We will also send copies of any shareholder reports of the portfolios in
     which the Divisions of the Variable Separate Accounts invest, as well as
     any other reports, notices or documents required by law to be furnished to
     certificate Owners.

ASSIGNMENT

     Benefits under a Certificate may be assigned as collateral security for a
     loan or other obligation. This does not change the Certificate ownership.
     The Certificate Owner's rights and any Beneficiary's rights are subject to
     the terms of the assignment. The Beneficiary's rights may be subordinate to
     those of an assignee unless the Beneficiary was designated as an
     irrevocable Beneficiary prior to the assignment. To make or release an
     assignment, we must receive written notice satisfactory to us, at our
     Customer Service Center. We are not responsible for the validity of any
     assignment.

CHANGING THE CONTRACT

     This Contract or any additional benefit riders may be changed to another
     annuity plan according to our rules at the time of the change.

CONTRACT CHANGES - APPLICABLE TAX LAW

     We reserve the right to make changes in this Contract or its riders to the
     extent we deem it necessary to continue to qualify this Contract as an
     annuity. Any such changes will apply uniformly to all Certificates that are
     affected. The Contractholder and the Certificate Owner will be given
     advance written notice of such changes.

MISSTATEMENT OF AGE OR SEX

     If an age or sex has been misstated, the amounts payable or benefits
     provided under the Contract, as described in each Certificate, will be
     those that the premium payment made would have bought at the correct age or
     sex.

NON-PARTICIPATING

     Neither this Contract, nor its Certificates, participates in the divisible
     surplus of Golden American Life Insurance Company.

GA-MA-1090                             35
<PAGE>

                         General Provisions (continued)
--------------------------------------------------------------------------------

PAYMENTS WE MAY DEFER

     We may not be able to determine the value of the assets of the Variable
     Separate Account Divisions because:

          (1)  The NYSE is closed for trading;

          (2)  The SEC determines that a state of emergency exists; or

          (3)  An order or pronouncement of the SEC permits a delay for the
               protection of certificate Owners.

          (4)  The check used to pay the premium has not cleared through the
               banking system. This may take up to 15 days.

     During such times, as to amounts allocated to the Variable Separate Account
     Divisions, we may delay:

          (1)  Determination and payment of the cash surrender value;

          (2)  Determination and payment of any death benefit if death occurs
               before the annuity commencement date;

          (3)  Allocation changes of the accumulation value; or

          (4)  Application of the accumulation value under an income plan.

As to the amounts allocated to a Guaranteed Interest Division in the General
Account and as to amounts allocated to Fixed Allocations of the Fixed Account,
we may, at any time, defer payment of the Cash Surrender Value for up to six
months after we receive a request for it. We will allow interest of at least
3.00% a year or greater if required by state law, on any Cash Surrender Value
payment derived from a Fixed Allocation or Guaranteed Interest Division that we
defer for 30 days or more.

AUTHORITY TO MAKE AGREEMENTS

     All agreements made by us must be signed by one of our officers. No other
     person, including an insurance agent or broker, has the authority to:

         (1)  Change any of the Contract's terms; or

         (2)  Make any agreement binding on us.

COMPUTATIONS

     We have filed a detailed statement of our computations with the insurance
     supervisory official in appropriate jurisdictions. The values are not less
     than those required by the law of that state or jurisdiction. Any benefit
     provided by an attached optional benefit rider will not increase these
     values unless otherwise stated in that rider.

FACILITY OF PAYMENT

     If no beneficiary is named, we reserve the right to pay an amount not to
     exceed $2,000 to any person we determine to be entitled to such amount by
     reason of incurred expenses incident to the last illness or death of a
     Certificate Owner.

INCONTESTABILITY

     The benefits under this Contract will not be contested, except for
     nonpayment of premiums, after it has been in effect during the annuitant's
     lifetime for two years from the certificate date.

CERTIFICATES

     Certificates will be furnished by us.

CONFORMITY WITH LAW

     If any provision of this Contract is contrary to any law to which it is
     subject, such provision is considered amended to conform to such law.

GA-MA-1090                             36
<PAGE>

                         General Provisions (continued)
--------------------------------------------------------------------------------

RECORDS

     The Contractholder will furnish us information relative to this Contract as
     we may require to administer this Contract. Such records, which in our
     opinion have a bearing on this Contract, will be open to us for inspection
     at all reasonable times.

CERTIFICATE OWNER'S RIGHT TO EXAMINE THE CERTIFICATE

     A Certificate Owner may return a Certificate to us or the agent through
     whom it was purchased within 10 days of receipt. If so returned, we will
     treat the Certificate as though it were never issued. Upon receipt we will
     promptly refund the Accumulation Value plus any charges we have deducted as
     of the date the returned Certificate is received by us.

GA-MA-1090                             37
<PAGE>












DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY GROUP MASTER CONTRACT
- NO DIVIDENDS

     Variable Cash Surrender Values while a Certificate Owner is living and
     prior to the Annuity Commencement Date. Death benefit subject to guaranteed
     minimum. Additional premium payment option. Partial withdrawal option.
     Non-participating. Investment results reflected in values.


GA-MA-1090