rider.htm


    
Exhibit 4eee


      VARIABLE
ANNUITY LIVING BENEFITS RIDER

       

      Rider Date: [August
30, 2010]

       

      Guaranteed Maximum
Rider Charge: [2.00%]

       

      Initial Rider
Charge: [1.05%]

       

      Measuring Life
Option: [Single]

       

      This optional Rider
is made a part of the entire Contract to which it is attached.  Except
as stated in this Rider, it is subject to all provisions contained in the
Contract.  Coverage under this Rider begins on the Rider Date shown
above.

       

      Summary
of Rider Provisions

       

      Guaranteed Minimum Withdrawal Benefit
(GMWB):  This Provision provides that the Owner may withdraw,
each Benefit Year, an amount up to [the greater of the Annual Income (“AI”) or]
the Guaranteed Annual Income (“GAI”), for the lifetime(s) of the Measuring
Life(s), if certain conditions are met as described.  The GAI is a
percentage of the Income Base that may change over time.  [The AI is a
percentage of the Contract Value at the beginning of a Benefit
Year.]

       

      Guaranteed Income Benefit
(GIB):  This Provision provides that if the Owner elects to
discontinue the GMWB Provision and begin receiving variable Periodic Income
Payments payable under the Variable Annuity Payment Option Rider attached to
this Contract, such payments are guaranteed not to fall below the Guaranteed
Income Benefit (GIB), if certain conditions are met as described.

       

      Variable
Annuity Payment Option Rider Eligibility Restriction

       

      The Owner may not
elect to begin receiving variable Periodic Income Payments payable under the
Variable Annuity Payment Option Rider (“VAPOR”) attached to this Contract unless
(a) this Rider has terminated, or (b) [the VAPOR Rider Date is at least [twelve
(12) months] after the Rider Date and] the GIB Provision of this Rider is
concurrently effective.  Once the Owner has elected to begin receiving
variable Periodic Income Payments payable under VAPOR and the GIB Provision of
this Rider is concurrently effective, the VAPOR may not be terminated as long as
this Rider remains in force.

       

      Additional
Purchase Payment Restriction

       

      Subject to the
Maximum Income Base limit and any further limitations stated in the Contract to
which this Rider is attached, cumulative additional Purchase Payments after the
first Benefit Year may not exceed [$100,000] without prior Home Office
approval.  No additional Purchase Payments will be accepted after the
Company has approved a request for the Nursing Home GAI Rate.  If the
Contract Value is $0, then no additional Purchase Payments will be
accepted.  No additional Purchase Payments will be accepted after
VAPOR and the GIB Provision are effective.

       

      Allocation
Restriction

       

      While this Rider is
in effect, the Fixed Account and/or Variable Subaccounts available for
allocation may be limited if the Allocation Amendment is attached to this Rider
and the Contract.

       

      DEFINITIONS

       

      Annuitant is the natural
person used to determine the benefits if the Measuring Life Option is
Single.  The Annuitant is one of two natural persons used to determine
the benefits if the Measuring Life Option is Joint.  The Contract may
only have one Annuitant.  The Annuitant may not be changed while this
Rider is In Force.

       

      Benefit Year is applicable
only while the GMWB Provision is in effect.  It means each 12 month
period starting with the Rider Date and each Rider Date anniversary
thereafter.  A Rider Date anniversary is the same calendar day as the
Rider Date, each calendar year, if such date is a Valuation Date.  If
in any calendar year, such calendar day is not a Valuation Date, the Rider Date
anniversary shall be the first Valuation Date following such calendar
day.

       

      Company, We, Us, and Our refer to The Lincoln
National Life Insurance Company.

       

      GOP Death Benefit is a Death
Benefit provided by Contract, Endorsement, or Rider that is the greater of (a)
the Contract Value (Account Value if the GIB Provision is in effect) and (b) the
sum of all Purchase Payments minus Bonus Credits, if any, minus all Death
Benefit Reductions.

       

      Measuring Life is a natural
person used to determine the benefits under this Rider.  Measuring
Life includes any Annuitant, Owner, Joint Owner, and Secondary
Life.

       

      Measuring Life Option
indicates how many natural persons are used to determine the benefits under this
Rider.  Under the Single Measuring Life Option, the Annuitant is used
to determine the benefits under this Rider.  Under the Joint Measuring
Life Option, the Annuitant and the Secondary Life are used to determine the
benefits under this Rider.  The Measuring Life Option may not be
changed after the Rider Date.

       

      Purchase Payments, for the
purpose of this Rider, mean the amounts paid into the Contract by the Owner
including Bonus Credits, if any, before deduction of any Sales
Charges.

       

      Secondary Life is the second
natural person, if any, used to determine the benefits under this Rider if the
Measuring Life Option is Joint.  On the Rider Date any Secondary Life
must be the Annuitant’s Spouse.  The Secondary Life may not be changed
while this Rider is In Force.

       

      Spouse means an individual who
would be recognized as a Spouse under federal law.

       

      Systematic RMD is applicable
only while the GMWB Provision is in effect.  It means systematic
monthly or quarterly installments withdrawn via the Company’s automatic
withdrawal service of the amount needed to satisfy the required minimum
distribution as determined by the Company in accordance with the IRC Section
401(a)(9), as amended from time to time, for the Contract to which this Rider is
attached.

       

      Withdrawal is the gross amount
of a Withdrawal before any applicable charges and/or Interest Adjustment/Market
Value Adjustment.  While the GMWB Provision is in effect, Withdrawals
are Conforming Withdrawals or Excess Withdrawals.  While the GIB
Provision and VAPOR are in effect, Withdrawals are all additional amounts from
the Account Value requested by the Owner, other than Periodic Income Payments,
and shall be treated as Excess Withdrawals.  [Any Withdrawal that
otherwise is a Conforming Withdrawal, but that is not made payable to the Owner
or the Owner’s bank account, will be treated as an Excess
Withdrawal.]

       

      Conforming Withdrawals are all
Withdrawals to the extent that the cumulative amount withdrawn (including the
current Withdrawal) from the Contract in that Benefit Year is equal to or less
than the [greater of the AI or] GAI.  If the Owner receives only
Systematic RMD during a Benefit Year, all Systematic RMD during that Benefit
Year will be treated as Conforming Withdrawals.  However, if a
Withdrawal other than Systematic RMD occurs during a Benefit Year, then this
Withdrawal and any subsequent Withdrawals, including Systematic RMD, will be
treated as Excess Withdrawals to the extent that the cumulative amount withdrawn
in that Benefit Year exceeds the [greater of the AI or] GAI.

       

      Excess Withdrawals are all
Withdrawals to the extent that the cumulative amount withdrawn (including the
current Withdrawal) from the Contract in that Benefit Year exceeds the
Conforming Withdrawal.  If the current [AI Rate is zero and] GAI Rate
is zero, all Withdrawals are Excess Withdrawals.



       

      GUARANTEED
MINIMUM WITHDRAWAL BENEFIT

       

      GMWB
Provision Data

       

      Enhancement Rate
(to the Income Base): [5]%

       

      Enhancement Period:
[10] Years

       

      [One Time Step-Up
Percentage (of the Income Base): [200]%]

       

       

      Income
Base

       

      The Income Base is
the value used to calculate the GAI, the Rider Charges, and the initial
GIB.

       

      Initial
Income Base

       

      If the Rider Date
is the Contract Date, then the Initial Income Base will be equal to the initial
Purchase Payment.  If the Rider Date is after the Contract Date, then
the Initial Income Base will be equal to the Contract Value on the Rider
Date.

       

      Maximum
Income Base

       

      The Income Base is
subject to a $[10,000,000] maximum of the combined Income Base (including any
Guaranteed Amount) values for all Company annuity contracts and annuity riders,
including annuity contracts with an affiliated company, for which the Annuitant
and Secondary Life, if applicable, is a Measuring Life.

       

      Adjustment (to the Income
Base) for Additional Purchase
Payments

       

      If an additional
Purchase Payment is accepted, the Income Base will be increased to equal the
additional Purchase Payment plus the Income Base immediately prior to receipt of
the additional Purchase Payment.

       

      Additional Purchase
Payments may affect the Rider Charge pursuant to the GMWB Rider Charge section
below.

       

      Adjustment (to the Income
Base) for
Withdrawals

       

      Upon each Excess
Withdrawal, the Income Base will be reduced in the same proportion that the
Excess Withdrawal reduced the Contract Value.  Upon each Conforming
Withdrawal, the Income Base will not be reduced.

       

      Adjustment (to the Income
Base) on Rider Date
Anniversary

       

      On each Rider Date
anniversary, the Income Base may be increased by Enhancement, Automatic Annual
Step-Up[, or One Time Step-Up].

       

      If the Rider Charge
rate is increased in connection with an increase to the Income Base, the Owner
may decline the increase by Notice to the Company within 30 days of the
effective date of the increase.  If the Owner does decline the
increase, the Income Base will be reduced to the Income Base on the Valuation
Date immediately prior to the increase, subject to adjustments for Withdrawals
and additional Purchase Payments.  If the Owner does not decline the
increase to the Income Base, the increase to the Income Base will be deemed
accepted by the Owner.

       

      Automatic Annual Step-Up (of
the Income Base)

       

      Upon an Automatic
Annual Step-Up, the Income Base is increased to equal the Contract
Value.

       

      On each Rider Date
anniversary, an Automatic Annual Step-Up will occur only if all the following
conditions are satisfied:

       

      
        	
                a)  

              	
                All Measuring
      Lives as of that Valuation Date are under age [86],
  and

              


      

       

      
        	
                b)  

              	
                The Contract
      Value as of that Valuation Date is greater than the Income Base,
      and

              


      

       

      
        	
                c)  

              	
                The Automatic
      Annual Step-Up would increase the Income Base at least as much as an
      Enhancement [or One Time Step-Up], if any, that may occur on such Rider
      Date anniversary.

              


      

       

      Upon an Automatic
Annual Step-Up, the Rider Charge rate will be changed to the Rider Charge rate
currently in effect, subject to the Guaranteed Maximum Rider
Charge.

       

      Future Automatic
Annual Step-Ups may occur after declining an Automatic Annual
Step-Up.  However, declining an Automatic Annual Step-Up violates
condition (e) of the Enhancement Provision[ and condition (b) of the One Time
Step-Up Provision], below.  The Enhancement Provision can be
reinstated by accepting a future Automatic Annual Step-Up.  [The One
Time Step-Up Provision can not be reinstated.]

       

      Enhancement (to the Income
Base)

       

      On each Rider Date
anniversary, the Income Base will automatically be increased by an amount equal
to the Income Base less any Purchase Payment accepted in the preceding Benefit
Year (except any Purchase Payment accepted within the first 90 days after the
Rider Date), times the Enhancement Rate if all of the following conditions are
satisfied:

       

      
        	
                a)  

              	
                The preceding
      Benefit Year is during the Enhancement Period, which begins on the Rider
      Date[ and restarts upon an Automatic Annual
  Step-Up].

              


      

       

      
        	
                b)  

              	
                No Withdrawal
      occurred in the preceding Benefit
Year.

              


      

       

      
        	
                c)  

              	
                All Measuring
      Lives are under age [86].

              


      

       

      
        	
                d)  

              	
                The
      Enhancement would increase the Income Base more than an Automatic Annual
      Step-Up [or at least as much as a One Time Step-Up,] if any, that may
      occur on such Rider Date
anniversary.

              


      

       

      
        	
                e)  

              	
                The Owner has
      accepted the most recent Automatic Annual Step-Up, if an Automatic Annual
      Step-Up has occurred.

              


      

       

      [After the initial
Enhancement Period (which begins on the Rider Date and ends after the
Enhancement Period shown in the GMWB Provision Data), upon an Enhancement the
Rider Charge rate may increase to the rate currently in effect, subject to the
Guaranteed Maximum Rider Charge.

       

      Future Enhancements
may occur after declining an Enhancement.]

       

      One Time Step-Up (of the
Income Base)

       

      Upon a One Time
Step-Up, the Income Base is increased to the sum of (i) Initial Income Base,
plus (ii) Purchase Payments accepted by the Company within 90 days after the
Rider Date, less (iii) any Conforming Withdrawals after the Rider Date
((i)+(ii)-(iii)), times the One Time Step-Up Percentage shown in the GMWB
Provision Data.

       

      The One Time
Step-Up occurs once, on the later of (i) the [10th]
Rider Date anniversary, or (ii) the Rider Date anniversary after the [75th]
birthday of the younger or surviving Measuring Life.

       

      The One Time
Step-Up will not occur if any of the following conditions is
satisfied:

       

      
        	
                a)  

              	
                The One Time
      Step-Up would not be an increase of the Income Base,
  or

              


      

       

      
        	
                b)  

              	
                Any Automatic
      Annual Step-Up has been declined by the Owner,
  or

              


      

       

      
        	
                c)  

              	
                An Automatic
      Annual Step-Up or Enhancement would increase the Income Base more than the
      One Time Step-Up, or

              


      

       

      
        	
                d)  

              	
                Any Excess
      Withdrawals have occurred, or

              


      

       

      
        	
                e)  

              	
                The total
      amount of Conforming Withdrawals between the Rider Date and the date of
      the One Time Step-Up is greater than [10]% of the initial Income Base plus
      Purchase Payments accepted by the Company within 90 days after the Rider
      Date.

              


      

       

      Guaranteed
Annual Income (GAI) Amount

       

      The GAI is an
amount that may be withdrawn from the Contract by the Owner each Benefit Year as
a Conforming Withdrawal.  On the later of (a) the Rider Date, or (b)
the first Valuation Date the GAI Rate is above 0%, the initial GAI is set equal
to the Income Base times the GAI Rate.  The GAI and GAI Rate will be
set and may be reset as described below.  As long as the GAI is not
reduced to $0, then the GAI may be withdrawn during the lifetime(s) of all
Measuring Lives.

       

      The GAI Rate is the
rate used to determine the GAI.  The GAI Rate varies as shown in the
GAI Rate Table, and is determined as described below.

       

      GAI
Rate Table

      
        	
                GAI Rate
      Table – Single Measuring Life Option

              	
                GAI Rate
      Table – Joint Measuring Life Option

              
	
                Age of
      Measuring Life

              	
                GAI
      Rate

              	
                Age of
      Younger or Surviving Measuring Life

              	
                GAI
      Rate

              
	
                0 –
      54

              	
                0.0%

              	
                0 –
      54

              	
                0.0%

              
	
                55 –
      64

              	
                4.0%

              	
                55–
      64

              	
                4.0%

              
	
                65 –
      79

              	
                5.0%

              	
                65 –
      79

              	
                5.0%

              
	
                80
      +

              	
                6.0%

              	
                80
      +

              	
                6.0%

              
	
                Nursing Home
      GAI Rate

              	
                10.0%

              	
                Nursing Home
      GAI Rate

              	
                10.0%

              


      

       

      Maximum
GAI

       

      The combined GAI
(including any Maximum Annual Withdrawal amount, or “MAW”) for all Company
annuity contracts, including annuity contracts with an affiliated company, for
which the Annuitant and Secondary Life, if applicable, is a Measuring Life, is
subject to a maximum of the GAI Rate times the Maximum Income Base.

       

      Setting
and Resetting of GAI Rate

       

      Before the first
Withdrawal after the initial GAI is determined, the GAI Rate will be as shown in
the GAI Rate Table, based upon the age of the Measuring Life.  Upon
the first Withdrawal after the initial GAI is determined, the GAI Rate will be
set based upon the age of the Measuring Life as of the date of the
Withdrawal.  The GAI will be equal to the Income Base times the set
GAI Rate.  After the GAI Rate is set, the GAI Rate will not change,
except as described below.

       

      If after the GAI
Rate is set, an Automatic Annual Step-Up occurs and is accepted by the Owner,
the GAI Rate will be reset based upon the age of the Measuring Life on the Rider
Date anniversary, as shown in the GAI Rate Table.  Upon a GAI Rate
reset, the GAI will be equal to the Income Base times the reset GAI
Rate.

       

      If the Measuring
Life Option is Joint, the GAI Rate will be set and reset based upon the age of
the younger or surviving Measuring Life.

       

      Adjustment (to the GAI) for Additional Purchase
Payments

       

      If an additional
Purchase Payment is accepted, the GAI will be increased to equal the additional
Purchase Payment times the set GAI Rate plus the GAI immediately prior to
receipt of the additional Purchase Payment.

       

      Adjustment (to the GAI) for Withdrawals

       

      Upon each Excess
Withdrawal, the GAI applicable to the next Benefit Year will decrease to equal
the Income Base after the Excess Withdrawal times the set GAI
Rate.  If the Income Base after the Excess Withdrawal equals $0, this
Rider will terminate and this Contract will be deemed surrendered.

       

      Upon each
Conforming Withdrawal, the GAI will remain unchanged.

       

      Adjustment (to the GAI) for Increase to Income
Base

       

      The GAI will reset
on the Valuation Date of an increase to the Income Base to equal the increased
Income Base times the set GAI Rate.  If the Income Base increased
because of an Automatic Annual Step-Up, a higher GAI Rate may apply, pursuant to
the Setting and Resetting of GAI Rate Provision, above.

       

      If the Rider Charge
rate is increased in connection with an Automatic Annual Step-Up [or
Enhancement], the Owner may decline the increase by Notice to the Company within
30 days of the effective date of the increase.  If the Owner does
decline the increase, (a) the GAI Rate will be reduced to the GAI Rate on the
Valuation Date immediately prior to the increase, and (b) the GAI will be
reduced to the GAI on the Valuation Date immediately prior to the increase,
subject to adjustments for Withdrawals and additional Purchase
Payments.

       

      Nursing
Home GAI Rate

       

      The Nursing Home
GAI Rate is a GAI Rate that may be used to determine the GAI in a Benefit Year
if a request for the Nursing Home GAI Rate is approved by Us as described
herein.  The Nursing Home GAI Rate is shown in the GAI Rate
Table.  Upon approval of a Nursing Home GAI Rate request, the GAI will
be equal to the Income Base (less any additional Purchase Payments accepted
during and within 12 months prior to the Nursing Home Measuring Life’s
confinement in a Nursing Home) times the Nursing Home GAI Rate.

       

      If no Withdrawal
has been taken since the initial GAI was determined, a request for the Nursing
Home GAI Rate may be submitted once the Measuring Life is at least age
[65].  If the Measuring Life Option is Joint, the younger or surviving
Measuring Life must be at least age [65].

       

      If a Withdrawal has
been taken since the initial GAI was determined, a request for the Nursing Home
GAI Rate may be submitted after the Rider Date anniversary following the
Measuring Life’s [65th]
birthday.  If the Measuring Life Option is Joint, the request may be
submitted after the Rider Date anniversary following the younger or surviving
Measuring Life’s [65th]
birthday.

       

      The Nursing Home
GAI Rate shown in the Withdrawal Rate Table will be the GAI Rate each Benefit
Year that all of the following conditions are satisfied:

       

      
        	
                a)  

              	
                The Company
      is provided proof satisfactory to Us that a Measuring Life (the “Nursing
      Home Measuring Life”) has been confined to a Nursing Home, as defined, for
      at least one day of the applicable Benefit Year, pursuant to a plan of
      care provided by a licensed health care practitioner.  The
      Company reserves the right to require proof of the continuation of
      confinement under a current plan of care each Benefit
  Year.

              


      

       

      
        	
                b)  

              	
                The Nursing
      Home Measuring Life has never been confined to any Nursing Home within
      [12] months before or [60] months after the Rider
  Date.

              


      

       

      
        	
                c)  

              	
                Confinement
      of the Nursing Home Measuring Life has continued for at least [90]
      consecutive days.

              


      

       

      If the Measuring
Life Option is Joint, the Nursing Home GAI Rate may be requested based upon the
qualification of either Measuring Life.  However, after the Company
has approved a request for the Nursing Home GAI Rate, no subsequent request for
the Nursing Home GAI Rate may be based upon the other Measuring
Life.

       

      A Nursing Home does
not mean or include an assisted living facility, a residential care or a
retirement facility.  A Nursing Home (i) is a facility or distinctly
separate part of a hospital or other institution, (ii) that is in the United
States, and (iii) is licensed by the appropriate state licensing agency as a
Nursing Home, if the state licenses such facilities.  If the state
does not license Nursing Homes, then the facility must meet all of the following
criteria:

       

      
        	
                a)  

              	
                It must
      provide 24 hour a day nursing service under a planned program of policies
      and procedures which were developed with the advice of, and is
      periodically reviewed and executed by a professional group of at least one
      physician and one nurse;

              


      

       

      
        	
                b)  

              	
                It must have
      a physician available to furnish medical care in case of
      emergency;

              


      

       

      
        	
                c)  

              	
                It must have
      at least one nurse who is employed there full time (or at least 24 hours
      per week if the facility has less than 10
beds);

              


      

       

      
        	
                d)  

              	
                It must have
      a nurse on duty or on call at all
times;

              


      

       

      
        	
                e)  

              	
                It must
      maintain clinical records for all patients;
and

              


      

       

      
        	
                f)  

              	
                It must have
      appropriate methods and procedures for handling and administering drugs
      and biologicals.

              


      

       

      Contract
Value Reduces to $0

       

      Even if the
Contract Value declines to $0, as long as the GAI is not $0 the GAI will
continue for the lifetime(s) of the Measuring Life(s).  The Owner may
elect to receive the GAI at any frequency the Company offers, subject to minimum
payment amount rules then in effect, but no less frequently than
annually.  After the Contract Value declines to $0, the GAI may change
only as described in the Nursing Home GAI Rate section.

       

      If the Contract
Value is $0 and the Contract terminates due to the death of all Measuring Lives,
no Death Benefit will be paid.  However, unless the currently
effective Death Benefit option is the Account Value Death Benefit Option, [a
final payment will be made under this Rider.  Such payment] (not to be
less than $0) shall be equal to (A) minus (B) minus (C), where:

       

      
        	
                (A)  

              	
                is equal to
      the sum of all Purchase Payments minus Bonus Credits, if the Rider Date is
      the Contract Date.  If the Rider Date is after the Contract Date
      then (A) is equal to the Contract Value on the Rider Date, plus subsequent
      Purchase Payments minus subsequent Bonus
  Credits.

              


      

       

      
        	
                (B)  

              	
                is the sum of all Final
      Payment Reductions through the Valuation Date upon which the Contract
      Value reduces to $0.  Final Payment Reductions are made whenever
      a Withdrawal occurs.  Upon Excess Withdrawals, Final Payment
      Reductions are calculated proportionately; the percentage reduction of the
      Contract Value due to the Withdrawal will be applied to (A) as the Final
      Payment Reduction.  Upon Conforming Withdrawals, the reduction
      of the Contract Value due to the Withdrawal will be applied to (A) as the
      Final Payment Reduction.

              


      

       

      
        	
                (C)  

              	
                is the sum of
      all Conforming Withdrawals after the Valuation Date upon which the
      Contract Value reduces to $0.

              


      

       

      GAI
Annuity Payment Option

       

      The GAI Annuity
Payment Option may be irrevocably elected by the Owner upon Notice to the
Company.  If elected, the Owner will receive payment equal to the GAI
each Benefit Year for the lifetime(s) of all Measuring Lives.  The
Owner may elect to receive the GAI at any frequency the Company offers, subject
to minimum payment amount rules then in effect, but no less frequently than
annually.  After election of this Annuity Payment Option, the GAI may
change only as described in the Nursing Home GAI Rate section.

       

      If this GAI Annuity
Payment Option is in effect no Death Benefit will be paid.  However,
if the Death Benefit option prior to the Annuity Commencement Date was not the
Account Value Death Benefit Option, [a final payment will be made under this
Rider.  Such payment] (not to be less than $0) shall be equal to (A)
minus (B) minus (C), where:

       

      
        	
                 
      

              	
                (A)

              	
                is equal to
      the sum of all Purchase Payments minus Bonus Credits, if the Rider Date is
      the Contract Date.  If the Rider Date is after the Contract Date
      then (A) is equal to the Contract Value on the Rider Date, plus subsequent
      Purchase Payments minus subsequent Bonus
  Credits.

              


      

       

      
        	
                 
      

              	
                (B)

              	
                is the sum of all Final
      Payment Reductions prior to the GAI Annuity Payment Option Effective
      Date.  Final Payment Reductions are made whenever a Withdrawal
      occurs.  Upon Excess Withdrawals, Final Payment Reductions are
      calculated proportionately; the percentage reduction of the Contract Value
      due to the Withdrawal will be applied to (A) as the Final Payment
      Reduction.  Upon Conforming Withdrawals, the reduction of the
      Contract Value due to the Withdrawal will be applied to the (A) as the
      Final Payment Reduction.

              


      

       

      
        	
                (C)

              	
                is the sum of
      all Conforming Withdrawals on and after the GAI Annuity Payment Option
      Effective Date.

              


      

       

      Annual
Income (AI) Amount

       

      The AI is an
amount, not to exceed the remaining Contract Value, that may be withdrawn from
the Contract by the Owner each Benefit Year as a Conforming
Withdrawal.  On the later of (a) the Rider Date, or (b) the first
Valuation Date the AI Rate is above 0%, and each subsequent Rider Date
anniversary while this GMWB Provision is in effect, the AI is set equal to the
Contract Value times the AI Rate.  If the GAI Annuity Payment Option
is elected, the AI is $0.  The AI Rate and the AI will be set and
reset as described below.

       

      The AI Rate is the
rate used to determine the AI.  The AI Rate varies as shown in the AI
Rate Table, and is determined as described below.


       

      AI
Rate Table

      
        	
                Single
      Measuring Life Option

              	
                Joint
      Measuring Life Option

              
	
                Age of
      Measuring Life

              	
                AI
      Rate

              	
                Age of
      Younger or Surviving Measuring Life

              	
                AI
      Rate

              
	
                0 –
      54

              	
                0.0%

              	
                0 –
      54

              	
                0.0%

              
	
                55 -
      64

              	
                5.0%

              	
                55 -
      64

              	
                5.0%

              
	
                65 -
      79

              	
                6.0%

              	
                65 -
      79

              	
                6.0%

              
	
                80
      +

              	
                7.0%

              	
                80
      +

              	
                7.0%

              


      

       

      Adjustment (to AI) for Additional Purchase
Payments

       

      If an additional
Purchase Payment is accepted by the Company within 90 days after the Rider Date,
the AI will be adjusted by the additional Purchase Payment times the AI
Rate.

       

      If an additional
Purchase Payment is accepted more than 90 days after the Rider Date, the AI will
not be reset until the next Rider Date anniversary.

       

      Setting
and Resetting of AI Rate

       

      Before the first
Withdrawal after the initial AI is determined, the AI Rate will be as shown in
the AI Rate Table, based upon the age of the Measuring Life.  Upon the
first Withdrawal after the initial AI is determined, the AI Rate will be set
based upon the age of the Measuring Life as of the date of the
Withdrawal.  The AI will be equal to the Contract Value on the most
recent Rider Date anniversary times the set AI Rate.  The AI Rate will
be reset based upon the age of the Measuring Life on each Rider Date
anniversary, as shown in the AI Rate Table.  Upon an AI Rate reset,
the AI will be equal to the Contract Value on the Rider Date anniversary times
the reset AI Rate.

       

      If the Measuring
Life Option is Joint, the AI Rate will be set and reset based upon the age of
the younger or surviving Measuring Life.

       

      Effect
of Death

       

      Upon the death of
the Annuitant if the Measuring Life Option is Single, this Rider will
terminate.

       

      Upon the first
death of a Measuring Life if the Measuring Life Option is Joint, the Owner may
continue the contract and this Rider in force under the Joint Measuring Life
Option.  If so continued, the GAI [and AI] will continue for the life
of the surviving Measuring Life.  Upon the death of the surviving
Measuring Life, this Rider will terminate.

       

      Waivers

       

      Waiver
of Contingent Deferred Sales Charge or CDSC / Surrender Charge (if
applicable)

       

      No Contingent
Deferred Sales Charge or CDSC/Surrender Charge will apply to Conforming
Withdrawals.  Excess Withdrawals will be subject to any applicable
Contingent Deferred Sales Charge or CDSC/Surrender Charge to the extent that the
total amount of Withdrawals in the Contract Year exceeds the Free Withdrawal
Amount for that year.

       

      Waiver
of Interest Adjustment/Market Value Adjustment (if applicable)

       

      No Interest
Adjustment/Market Value Adjustment will apply to Conforming
Withdrawals.  Excess Withdrawals will be subject to any applicable
Interest Adjustment/Market Value Adjustment to the extent that the total amount
of Withdrawals in the Contract Year exceeds the Free Withdrawal Amount for that
year.


       

      Termination
of the GMWB

       

      The entire GMWB
Provision of this Rider will irrevocably terminate (a) if this Rider terminates,
or (b) upon the election of the Variable Annuity Payment Option Rider and
commencement of the GIB Provision of this Rider.

       

      GUARANTEED
INCOME BENEFIT

       

      This GIB Provision
is effective upon the concurrent Variable Annuity Payment Option Rider (“VAPOR”)
Rider Date and irrevocable termination of the GMWB Provision of this
Rider.  The VAPOR Rider Date is shown on the Contract Benefit Data
pages issued upon the Owner’s election of benefits under the VAPOR.

       

      This GIB Provision
provides variable Periodic Income Payments payable under VAPOR are guaranteed
not to fall below this Guaranteed Income Benefit (“GIB”).

       

      For Non-qualified
contracts, an Owner must elect to adjust the Periodic Income Payments payable
under VAPOR on an annual basis (‘LevelPay’).

       

      Eligibility
Limitations

       

      1)           The
commencement of Periodic Income Payments under the VAPOR is available subject to
the Company’s maximum VAPOR age limits.  If the Measuring Life Option
is Joint, the younger Measuring Life’s age shall be applicable to this
requirement.

       

      2)           The
commencement of Periodic Income Payments under the VAPOR is available subject to
the Company’s minimum Access Period limits.  The minimum Access Period
is the greater of (a) and (b), where:

       

      
        	
                (a)  

              	
                is ‘X’ years,
      and

              


      

       

      
        	
                (b)  

              	
                is ‘Y’ years
      minus the Measuring Life’s age nearest birthday on the VAPOR Rider Date,
      where

              


      

       

      If the VAPOR Rider
Date is before the [5th]
Rider Date anniversary, X is [20] and Y is [90].  If the VAPOR Rider
Date is on or after the [5th]
Rider Date anniversary, X is [15] and Y is [85].  If the Measuring
Life Option is Joint, the younger Measuring Life’s age shall be applicable to
this requirement.

       

      3)           The
commencement of Periodic Income Payments under the VAPOR is available subject to
the Company’s Assumed Investment Rate (“AIR”) rate requirements (AIR may be
referred to in the alternative as “Assumed Investment Return” or “Assumed
Interest Rate”).  The AIR must be [4.0]%.

       

      GIB
General

       

      The initial
Guaranteed Income Benefit will be (a) the Initial GIB Percentage as shown in the
Initial GIB Percentage Table, below, times (b) the Income Base minus all
Conforming Withdrawals after the most recently accepted Automatic Annual Step-Up
(of the Income Base) under the GMWB Provision.  If no Automatic Annual
Step-Up has been accepted, the initial Guaranteed Income Benefit will be (a) the
Initial GIB Percentage as shown in the Initial GIB Percentage Table, below,
times (b) the Income Base minus all Conforming Withdrawals.

       

      Initial
GIB Percentage Table1

      
        	
                Measuring
      Life Option: Single

              	
                Measuring
      Life Option: Joint

              
	
                Age of
      Measuring Life

              	
                Initial GIB
      Percentage

              	
                Age of
      Measuring Life2

              	
                Initial GIB
      Percentage

              
	
                0 –
      44

              	
                2.0%

              	
                0 –
      44

              	
                1.5%

              
	
                45 –
      49

              	
                2.5%

              	
                45 –
      49

              	
                2.0%

              
	
                50 –
      54

              	
                3.0%

              	
                50 –
      54

              	
                2.5%

              
	
                55 –
      59

              	
                3.5%

              	
                55 –
      59

              	
                3.0%

              
	
                60 –
      64

              	
                4.0%

              	
                60 –
      64

              	
                3.5%

              
	
                65 –
      69

              	
                4.5%

              	
                65 –
      69

              	
                4.0%

              
	
                70 –
      79

              	
                5.0%

              	
                70 –
      79

              	
                4.5%

              
	
                80
      +

              	
                5.5%

              	
                80
      +

              	
                5.0%

              


      

       

      1 The
Initial GIB Percentage Table assumes the annual Periodic Income Payment
Mode.  Other Periodic Income Payment Mode elections will result in a
modal adjustment of the Initial GIB Percentage.

       

      2 If
the Measuring Life Option is Joint, the Initial GIB Percentage will be based
upon the age of the younger or surviving Measuring Life.

       

      On each Valuation
Date that We pay a Periodic Income Payment under the VAPOR, the amount that will
be paid will be the greater of (a) the Periodic Income Payment determined
under the VAPOR, or (b) the GIB.  The initial Guaranteed Income
Benefit is shown on the Contract Benefit Data pages issued upon the Owner’s
election of benefits under the VAPOR.

       

      Guaranteed
Income Benefit (“GIB”)

       

      The minimum amount
payable for each Periodic Income Payment made under the VAPOR.

       

      Step-up
Date

       

      A Step-up Date is
the date on which a GIB Step-up may occur, pursuant to Automatic Step-up of the
GIB, below.

       

      For Non-qualified
contracts, a Step-up Date is the first Valuation Date on or after the Periodic
Income Commencement Date (“PICD”) anniversary of each [one year] period measured
from the PICD.

       

      For Qualified
contracts, the first Step-up Date is the Valuation Date of the first Periodic
Income Payment in the [first] calendar year following the
PICD.  Subsequent Step-up Dates will be the Valuation Date of the
first Periodic Income Payment in the calendar year, every subsequent [one year]
period.

       

      Automatic
Step-up of the GIB (GIB Step-up)

       

      On each Step-up
Date, a GIB Step-up will occur only if [75]% of the Periodic Income Payment
determined under the VAPOR on the Step-up Date is greater than the Guaranteed
Income Benefit on the Valuation Date immediately prior to the Step-up
Date.  Upon a GIB Step-up, the GIB will automatically step-up to [75]%
of the Periodic Income Payment determined under the VAPOR.  If the GIB
on the Valuation Date immediately prior to the Step-up Date is greater than or
equal to [75]% of the Periodic Income Payment determined under the VAPOR, no GIB
Step-up will occur.

       

      On each GIB
Step-up, the Rider Charge rate may be adjusted pursuant to Rider Charge during
GIB Provision, below.  If the Rider Charge rate is increased, the
Owner may decline the GIB Step-up by Notice to the Company within 30 days of the
effective date of the GIB Step-up.  If the Owner does decline the GIB
Step-Up, the GIB will be reduced to the GIB on the Valuation Date immediately
prior to the Step-up Date, subject to adjustments for Withdrawals.  If
the Owner does not decline the GIB Step-up, the GIB Step-up will be deemed
accepted by the Owner.

       

      The Automatic
Step-up of the GIB will occur whether or not the Owner has previously declined a
GIB Step-up.

       

      Adjustments
to the GIB

       

      Each Withdrawal
will reduce the GIB in the same proportion as the amount withdrawn reduces the
Account Value on the Valuation Date of the Withdrawal.  Payment of a
Periodic Income Payment, whether equal to the Guaranteed Income Benefit or the
Periodic Income Payment determined under VAPOR, is not a
Withdrawal.

       

      An increase in the
length of the Access Period will not result in an adjustment to the
GIB.  Any increase in the length of the Access Period is subject to a
[5 year] minimum increase.

       

      Effect
of Rider Charge and GIB during Access Period

       

      During the Access
Period, Rider Charges and payment of the Periodic Income Payment, whether equal
to the Guaranteed Income Benefit or the Periodic Income Payment determined under
the VAPOR, reduces the Account Value.

       

      If the Account
Value is reduced to $0, the Access Period will end and the Lifetime Income
Period will begin on the Valuation Date the Account Value equals
$0.  Each subsequent Periodic Income Payment during the Lifetime
Income Period will be equal to the GIB, each subsequent Rider Charge will be
zero, and the Effect of GIB during Lifetime Income Period and the Effect of
Rider Charge during Lifetime Income Period provisions shall not
apply.



      Effect
of GIB during Lifetime Income Period

       

      During the Lifetime
Income Period, if a Periodic Income Payment determined under the VAPOR is less
than the GIB, the excess of the GIB attributable to the Variable Account over
the Periodic Income Payment attributable to the Variable Account determined
under the VAPOR will reduce the number of Annuity Units per Variable Subaccount
payable in each subsequent Periodic Income Payment.  The reduction to
the number of Annuity Units per payment will be determined by: (a) divided by
(b) then the result further divided by (c) where:

       

      
        	
                 
      

              	
                (a)

              	
                is the amount
      of the excess of the GIB attributable to the Variable Account over the
      Periodic Income Payment attributable to the Variable Account;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                is the
      applicable Annuity Factor; and

              


      

       

      
        	
                 
      

              	
                (c) is the
      Annuity Unit value as of the Valuation Date of the Periodic Income
      Payment.

              


      

       

      During the Lifetime
Income Period, if a Periodic Income Payment determined under the VAPOR is less
than the GIB, the excess of the GIB attributable to the Fixed Account over the
Periodic Income Payment attributable to the Fixed Account determined under the
VAPOR will reduce the resulting annual amount determined for the Fixed Account
payable in each subsequent Periodic Income Payment.  The reduction in
the resulting annual amount determined for the Fixed Account (prior to
multiplying by the Interest Adjustment Factor and dividing by the Daily Factor)
will be determined by: (a) divided by (b) where:

       

      
        	
                 
      

              	
                (a)

              	
                is the amount
      of the excess of the GIB attributable to the Fixed Account over the
      Periodic Income Payment attributable to the Fixed Account;
    and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                is the
      applicable Annuity Factor.

              


      

       

      If payment of the
GIB reduces both the number of Annuity Units per Variable Subaccount to zero and
the resulting annual amount determined for the Fixed Account to zero during the
Lifetime Income Period, then each subsequent Periodic Income Payment during the
remainder of the Lifetime Income Period will be equal to the GIB.  In
addition, each subsequent Rider Charge will be zero.

       

      Effect
of Rider Charge during Lifetime Income Period

       

      The Rider Charge
attributable to each Variable Subaccount will reduce the number of Annuity Units
per Variable Subaccount used to calculate the Periodic Income Payments during
the Lifetime Income Period.  The Rider Charge attributable to the
Fixed Account will reduce the Periodic Income Payments during the Lifetime
Income Period.

       

      If the Rider Charge
reduces both the number of Annuity Units per Variable Subaccount to zero and the
resulting annual amount determined for the Fixed Account to zero during the
Lifetime Income Period, then each subsequent Periodic Income Payment during the
remainder of the Lifetime Income Period will be equal to the GIB.  In
addition, each subsequent Rider Charge will be zero.

       

      Qualified
Contracts – Variable Account

       

      As of the end of
the Access Period and on the Valuation Date of the first Periodic Income Payment
of each subsequent calendar year, the Annuity Units per Variable Subaccount will
be reduced to reflect the Rider Charge deduction from the Variable
Subaccount.

       

      The Annuity Units
reduction reflecting the Rider Charge for the period from the end of the Access
Period for the remainder of that calendar year will be determined by: (a)
divided by (b) then the result further divided by (c) where:

       

      
        	
                 
      

              	
                (a)

              	
                is the
      pro-rated annual Rider Charge for the period from the end of the Access
      Period for the remainder of that calendar
year;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                is the
      applicable annuity factor; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                is the
      Annuity Unit value as of the Valuation Date of the end of the Access
      Period

              


      

       

      On the Valuation
Date of the first Periodic Income Payment of each subsequent calendar year, the
Annuity Units per Variable Subaccount reduction reflecting the Rider Charge will
be determined by: (a) divided by (b) then the result further divided by (c)
where:

       

      
        	
                 
      

              	
                (a)

              	
                is the annual
      Rider Charge;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                is the
      applicable annuity factor; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                is the
      Annuity Unit value for each Variable Subaccount as of the Valuation Date
      of the first Periodic Income Payment of that calendar
  year.

              


      

       

      Nonqualified
Contracts – Variable Account

       

      As of the end of
the Access Period and each subsequent anniversary, the Annuity Units per
Variable Subaccount will be reduced to reflect the Rider Charge deduction from
the Variable Subaccount.  This reduction will be determined by: (a)
divided by (b) then the result further divided by (c) where:

       

      
        	
                 
      

              	
                (a)

              	
                is the annual
      Rider Charge;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                is the
      applicable annuity factor; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                is the
      Annuity Unit value as of the Valuation Date of the first Periodic Income
      Payment and each subsequent
anniversary.

              


      

       

      Qualified
Contracts – Fixed Account

       

      As of the end of
the Access Period and on the Valuation Date of the first Periodic Income Payment
of each subsequent calendar year, the resulting annual amount determined for the
Fixed Account, prior to being converted into the Periodic Income Payments, will
be reduced to reflect the Rider Charge deduction from the Fixed
Account.

       

      At the end of the
Access Period, the reduction in the resulting annual amount determined for the
Fixed Account (prior to multiplying by the Interest Adjustment Factor and
dividing by the Daily Factor) reflecting the Rider Charge for the period from
the end of the Access Period for the remainder of that calendar year will be
determined by: (a) divided by (b), where:

       

      
        	
                (a)  

              	
                is the
      pro-rated annual Rider Charge for the period from the end of the Access
      Period for the remainder of that calendar year;
  and

              


      

       

      
        	
                (b)  

              	
                is the
      applicable annuity factor.

              


      

       

      On the Valuation
Date of the first Periodic Income Payment of each subsequent calendar year, the
reduction in the resulting annual amount determined for the Fixed Account (prior
to being converted into the Periodic Income Payments) reflecting the Rider
Charge will be determined by: (a) divided by (b), where:

       

      
        	
                (a)  

              	
                is the annual
      Rider Charge; and

              


      

       

      
        	
                (b)  

              	
                is the
      applicable Annuity Factor.

              


      

       

      Nonqualified
Contracts – Fixed Account

       

      As of the end of
the Access Period and each subsequent anniversary, the resulting annual amount
determined for the Fixed Account (prior to being converted into the Periodic
Income Payments) will be reduced to reflect the Rider Charge deduction from the
Fixed Account.  This reduction will be determined by: (a) divided by
(b), where:

       

      
        	
                (a)  

              	
                is the annual
      Rider Charge; and

              


      

       

      
        	
                (b)  

              	
                is the
      applicable Annuity Factor.

              


      

       

      Limitation
on Certain Changes

       

      The Owner may
not:

       

      
        	
                a)  

              	
                request a
      change in the Periodic Income Payment Mode,
or

              


      

       

      
        	
                b)  

              	
                request a
      decrease in the length of the Access
Period.

              


      

       

      Additional
Purchase Payments

       

      While this GIB
Provision and the VAPOR are in effect, additional Purchase Payments to the
Contract may not be made.

      


       

      RIDER
CHARGE

       

      The Rider Charge
rate may vary depending on the Measuring Life Option.  The Initial
Rider Charge annual rate is shown on Page 1 of this Rider.  The Rider
Charge rate may change as described, but the annual Rider Charge rate may never
exceed the Guaranteed Maximum Rider Charge rate shown on Page 1 of this
Rider.  The quarterly Rider Charge rate is the annual Rider Charge
rate divided by four.

       

      Rider
Charge during GMWB Provision

       

      While the GMWB
Provision of this Rider is in effect, a quarterly Rider Charge is deducted from
the Contract Value on the first Valuation Date of every third month following
the Rider Date.  The amount of the quarterly Rider Charge is the
quarterly Rider Charge rate times the Income Base on the Valuation Date the
charge is deducted.

       

      Quarterly Rider
Charges will be deducted from each Variable Subaccount and Fixed Account on a
proportional basis.  A pro-rata Rider Charge will be deducted upon
termination of the GMWB Provision, except if this Contract is terminated due to
death.  If the GMWB Provision terminates upon the election of the GIB
Provision, this pro-rata Rider Charge will be deducted on the Periodic Income
Commencement Date.

       

      Any change to the
Rider Charge rate will occur only on a Rider Date anniversary.  The
Rider Charge rate change is to the Rider Charge rate currently in effect on the
Rider Date anniversary of the change, subject to the Guaranteed Maximum Rider
Charge rate.

       

      The Rider Charge
rate will change due to an Automatic Annual Step-Up pursuant to the Automatic
Annual Step-Up (of the Income Base) Provision, above.  Any Automatic
Annual Step-Up may be declined if the Rider Charge rate increased.

       

      [The Rider Charge
rate may increase due to an Enhancement after the initial Enhancement Period
pursuant to the Enhancement (of the Income Base) Provision,
above.  Any Enhancement after the initial Enhancement Period may be
declined if the Rider Charge rate increased.]

       

      The Rider Charge
rate may increase due to an additional Purchase Payment in the Benefit Year
preceding the applicable Rider Date anniversary, if the cumulative total of
post-first Benefit Year Purchase Payments equals or exceeds the limit shown in
the Additional Purchase Payment Restriction.

       

      [The Rider Charge
rate will not increase due to [an Enhancement during the initial Enhancement
Period, or a One Time Step-Up.]

       

      Rider
Charge during GIB Provision

       

      During the Access
Period, the quarterly Rider Charge is deducted from the Account Value on the
first Valuation Date of every third month following the PICD.  The
amount of the first Rider Charge under the GIB Provision is the product of (A)
and (B), where:

       

      
        	
                 
      

              	
                (A)

              	
                is the Rider
      Charge rate (quarterly) upon the termination of the GMWB Provision,
      and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                is the Income
      Base upon the termination of the GMWB
Provision.

              


      

       

      The quarterly Rider
Charge is deducted from each Variable Subaccount and Fixed Account on a
proportional basis.  A pro-rata Rider Charge will be deducted upon
termination of VAPOR and the GIB Provision, except if this Contract is
terminated due to death.

       

      Upon each
Withdrawal, the Rider Charge will be reduced in the same proportion that the
Withdrawal reduced the Account Value.

       

      On each GIB
Step-up, the Rider Charge rate will be changed to the Rider Charge rate
currently in effect, subject to the Guaranteed Maximum Rider Charge shown on
Page 1 of this Rider.  Any Rider Charge rate adjustment will change
the quarterly Rider Charge.  Any change to the Rider Charge rate will
be effective on the applicable GIB Step-up.

       

      On each GIB
Step-up, the amount of the Rider Charge is adjusted.  The Rider Charge
on each GIB Step-up shall be the previously determined Rider Charge, adjusted in
proportion to any change(s) in the GIB and in the Rider Charge
rate.  Rider Charge adjustments upon a GIB Step-up can be represented
by the following formula: New Rider Charge = Prior Rider Charge x (new GIB /
prior GIB) x (new Rider Charge rate / prior Rider Charge rate).

       

      Pursuant to the
Automatic Step-up of the GIB Provision, the Owner may decline a GIB Step-up if
the Rider Charge rate is increased.  Upon Our receipt of Notice from
the Owner to decline a GIB Step-up, (a) the Rider Charge rate will decrease to
the Rider Charge rate in effect on the Valuation Date immediately prior to the
Step-up Date, and (b) the Rider Charge will decrease to the Rider Charge in
effect on the Valuation Date immediately prior to the Step-up Date, subject to
adjustments for Withdrawals.

       

      During the Lifetime
Income Period, the Rider Charge shall be deducted annually as described in the
Effect of Rider Charge during Lifetime Income Period provisions.  The
Rider Charge will be attributed pro rata to the Fixed Account and each Variable
Subaccount used to calculate the Periodic Income Payments.

       

      GENERAL

       

      GOP
Death Benefit Amount

       

      A GOP Death Benefit
is provided under the Guarantee of Principal (GOP), Enhanced Guaranteed Minimum
Death Benefit (EGMDB) and Estate Enhancement Benefit (EEB) Death Benefit, one of
which may be applicable to the Contract as shown in the Contract
Specifications.

       

      This GOP Death
Benefit Amount section does not apply if this Contract provides that all death
benefits are reduced by the amount of all Withdrawals.  If the
Contract includes a Death Benefit, including any Death Benefit Rider, that has a
Death Benefit Amount defined as the sum of all Purchase Payments minus all death
benefit reductions, and that such death benefit reductions of Purchase Payments
“will be in proportion to the amount withdrawn” such Death Benefit Amount
definition is hereby replaced with the following:

       

      The sum of all
Purchase Payments, minus all Death Benefit Reductions and any Bonus
Credits.  Death Benefit Reductions are made whenever a Withdrawal
occurs.

       

      For Withdrawals (a)
prior to the Rider Date of the Variable Annuity Living Benefits Rider and (b)
after the termination of the Variable Annuity Living Benefits Rider, Death
Benefit Reductions are calculated proportionately; the percentage reduction of
the Contract Value (Account Value if the VAPOR is in effect) due to the
Withdrawal will be applied to the Purchase Payments as the Death Benefit
Reduction.

       

      For Withdrawals
while the Variable Annuity Living Benefits Rider is in force, (a) upon Excess
Withdrawals, Death Benefit Reductions are calculated proportionately; the
percentage reduction of the Contract Value (Account Value if the GIB Provision
is in effect) due to the Withdrawal will be applied to the Purchase Payments as
the Death Benefit Reduction., and (b) upon Conforming Withdrawals, the reduction
of the Contract Value (Account Value if the GIB Provision is in effect) due to
the Withdrawal will be applied to the Purchase Payments as the Death Benefit
Reduction.

       

      Assignments

       

      While this Rider is
in effect, the Owner may not sell or assign the Contract other than to the
Annuitant, nor may it be discounted or pledged as collateral for a loan or as a
security for the performance of an obligation or any other purpose.

       

      Mortality
and Expense Risk and Administrative Charge

       

      While the GMWB
Provision and the Access Period of the GIB Provision and VAPOR are in effect,
the Mortality and Expense Risk and Administrative Charge rates for this Contract
are shown under MORTALITY AND EXPENSE RISK AND ADMINISTRATIVE CHARGE PRIOR TO
THE ANNUITY COMMENCEMENT DATE in the Contract Specifications.

       

      While the Lifetime
Income Period of the GIB Provision and VAPOR are in effect, the Mortality and
Expense Risk and Administrative Charge rates for this Contract shall be less
than or equal to those that were applicable while the Access Period was in
effect.

       

      Termination
of this Rider

       

      The Owner may
terminate this Rider upon Notice to the Company any time after the [5th]
Rider Date anniversary.  This Rider will terminate upon:

       

      
        	
                a)  

              	
                the date the
      Contract to which this Rider is attached
  terminates;

              


      

       

      
        	
                b)  

              	
                the date the
      Owner is changed due to death or pursuant to an enforceable divorce
      agreement or decree, except when Ownership is transferred to the surviving
      Secondary Life upon death of the
  Annuitant/Owner;

              


      

       

      
        	
                c)  

              	
                the Annuity
      Commencement Date except under (i) VAPOR and the GIB Provision or (ii) the
      GAI Annuity Payment Option; and

              


      

       

      
        	
                d)  

              	
                the death of
      the Annuitant if the Measuring Life Option is Single, or on the death of
      the last surviving Measuring Life if the Measuring Life Option is
      Joint.

              


      

       

      If the GMWB
Provision is in effect, Rider will also terminate upon the date both the Income
Base and GAI equal $0 as the result of an Excess Withdrawal.

       

      The VAPOR Rider
will also terminate on the date this Rider terminates.

       

      Upon termination of
this Rider, the benefits and charges within this Rider will
terminate.  A pro-rata Rider Charge will be deducted upon termination,
except if this Rider is terminated due to death.

       

      The
Lincoln National Life Insurance Company

      /s/ Charles A.
Brawley, III, Secretary

      Charles
A. Brawley, III, Secretary

       

      AR-529(8-10)