<Page>
                       PLEASE READ THIS CONTRACT CAREFULLY



ANNUITY BENEFIT PAYMENTS AND OTHER VALUES PROVIDED BY THIS CONTRACT, WHEN BASED
ON THE INVESTMENT PERFORMANCE OF THE VARIABLE ACCOUNT, MAY INCREASE OR DECREASE
AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. PLEASE REFER TO THE VALUE OF
THE VARIABLE ACCOUNT SECTION FOR ADDITIONAL INFORMATION.

Values removed from a Guarantee Period Account prior to the end of its Guarantee
Period may be subject to a Market Value Adjustment that may increase or decrease
the values. A negative Market Value Adjustment will never be applied to the
Death Benefit. A positive Market Value Adjustment, if applicable, will be added
to the Death Benefit when the benefit paid is the contract's Accumulated Value.
Please refer to the Market Value Adjustment section for additional information.


                            RIGHT TO EXAMINE CONTRACT

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


             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

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



This is a legal contract between Allmerica Financial Life Insurance and Annuity
Company (the Company) and the Owner and is issued in consideration of the
Initial Payment shown on the Specifications page. Additional Payments are
permitted. Payments may be allocated to Variable Sub-Accounts, the Fixed Account
or Guarantee Period Accounts.


      /s/ Mark A. Hug                                     /s/ Charles F. Cronin
         President                                              Secretary


              Flexible Payment Deferred Variable and Fixed Annuity
              Annuity Benefit Payments Payable on the Annuity Date
           Death Benefit Payable if death occurs prior to Annuity Date
                          (see Death Benefits section)
                                Non-Participating

                                       1
<Page>


                                TABLE OF CONTENTS

SPECIFICATIONS                                                                 3

DEFINITIONS                                                                    7

OWNER, ANNUITANT AND BENEFICIARY                                               9


THE ACCUMULATION PHASE

         PAYMENTS                                                             11

         VALUES                                                               11

         TRANSFER                                                             13

         WITHDRAWAL AND SURRENDER                                             14

         DEATH BENEFIT                                                        16


THE PAYOUT PHASE

         ANNUITY BENEFIT                                                      18

         TRANSFER                                                             20

         WITHDRAWAL                                                           20

         PRESENT VALUE OF ANNUITY BENEFIT PAYMENTS                            22

         DEATH OF THE ANNUITANT                                               22

         ANNUITY BENEFIT PAYMENT OPTIONS                                      22

         LIFE ANNUITY GUARANTEE OPTIONS                                       23

         ANNUITY OPTION RATE TABLES                                           23


GENERAL PROVISIONS                                                            27


                                       2
<Page>

<Table>
<Caption>
                                 SPECIFICATIONS
<S>                                 <C>              <C>                                          <C>
Contract Type:                      [NQ]             Contract Number:                             [zz00600000]
Issue Date:                         [01/01/02]       Annuity Date:                                [01/01/2035]
                                                     (Must be at least 30 days after issue date)

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

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

Annuitant Sex:                      [Male]           Beneficiary(ies):
Joint Annuitant Sex:                [Male]           Primary:                   Surviving Joint Owner, if any
                                                     1st Contingent:                             [Mary Doe]
                                                     2nd Contingent:                             [Sue Doe]
</Table>
<Table>
<Caption>
<S>                        <C>              <C>                                                  <C>
Minimum Fixed Account                       Minimum Additional Payment

Guaranteed Interest Rate:  [3%]             Amount:                                              [$50.00]

Guarantee Period Account                    Guarantee Period Account

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

Minimum Withdrawal                          Minimum Accumulated Value

Amount:                    [$100.00]        After Withdrawal:                                    [$1,000.00]

Minimum Annuity                             Maximum Alternative Annuity Date:                    [01/01/2049]
Benefit Payment:           [$100.00]        (Must be at least 30 days after issue date)
</Table>
<Table>
<Caption>
Surrender Charge Table:
                                    YEARS FROM                 SURRENDER CHARGE AS A
                                    DATE OF PAYMENT            PERCENT OF THE PAYMENTS
                                    TO DATE OF WITHDRAWAL           WITHDRAWN
                                    --------------------------------------------------
                                    <S>                        <C>
                                    [Less Than:      1                     7%
                                                     2                     6%
                                                     3                     4%
                                            Thereafter                     0%]
</Table>



Withdrawal Without Surrender Charge Percentage: [10% of Gross Payment Base
(reduced by any prior Withdrawal Without Surrender Charge in the same calendar
year)]
Mortality and Expense Risk Charge: [1.60%] on an annual basis of the daily value
of the Sub-Account assets.
Administrative Charge: [.15%] on an annual basis of the daily value of the
Sub-Account assets.
Contract Fee: [$35, if the Accumulated Value is less than $75,000.00. Waived for
401(k)s.]
Principal Office: 440 Lincoln Street, Worcester, Massachusetts 01653
[(1-800-782-8380)]


                                       3
<Page>

<Table>
<Caption>
                           SPECIFICATIONS (CONTINUED)
<S>               <C>                                         <C>                <C>
Owner:            [John Doe ]                                 Contract Number:   [zzz0000000]

Joint Owner:      [Jack Doe]

Initial Payment:  [$10,000.00]

Payment Allocation:        (The Initial Payment is allocated in the following manner:)
</Table>

         Variable Sub-Accounts:
         ---------------------

<Table>
<S>                                                     <C>
[Select Emerging Markets Fund                           Fidelity VIP Growth Portfolio
Select International Equity Fund                        Select Growth Fund
Oppenheimer Global Securities Fund VA                   Allmerica Core Equity Fund
FT VIP Templeton Foreign Securities Fund                Allmerica Equity Index Fund
MFS New Discovery Series                                AIM V.I. Blue Chip Fund
AIM V.I. Aggressive Growth Fund                         FT VIP Franklin Large Cap Growth Securities Fund
FT VIP Small Cap Fund                                   Alliance Growth & Income Portfolio
Select Strategic Growth Fund                            MFS Total Return Series
Alliance Bernstein Small Cap Value Portfolio            MFS Utilities Series
Fidelity VIP Value Strategies Portfolio                 Oppenheimer Main Street Growth & Income Fund VA
FT VIP Small Cap Value Securities Fund                  Fidelity VIP Contrafund
MFS Mid Cap Growth Series                               AIM V.I. Basic Value Fund
Fidelity VIP III Mid Cap Portfolio                      Oppenheimer Multiple Strategies Fund VA
AIM V.I. Capital Development Fund                       Fidelity Equity Income Fund
Select Capital Appreciation Fund                        AllianceBernstein Value Portfolio
FT VIP  Mutual Shares Securities Fund                   Select Growth & Income Fund
Select Value Opportunity Fund                           Oppenheimer High Income Fund VA
Alliance Premier Growth Portfolio                       Select Investment Grade Income Fund
Alliance Technology Portfolio                           Select Strategic Income Fund
Oppenheimer Capital Appreciation Fund VA                Allmerica Government Bond Fund
AIM V.I. Premier Equity Fund                            Allmerica Money Market Fund]
Select Aggressive Growth Fund
</Table>


         Fixed Account:
         --------------



                                       4
<Page>

<Table>
<Caption>
                           SPECIFICATIONS (CONTINUED)
<S>               <C>                                         <C>                <C>
Owner:            [John Doe]                                  Contract Number:   [zzz0000000]

Joint Owner:      [Jack Doe]
</Table>



<Table>
<Caption>
         Guarantee Period Accounts
         -------------------------

         GUARANTEE                         INTEREST                  EXPIRATION
         PERIOD                            RATE                      DATE
         ------                            ----                      ----
         <S>                               <C>                       <C>
         [ 2 years
           3 years
           4 years
           5 years
           6 years
           7 years
           8 years
           9 years
          10 years]

         -------
         100%                               TOTAL PAYMENT ALLOCATION
</Table>



                                       5
<Page>

<Table>
<Caption>
                           SPECIFICATIONS (CONTINUED)
<S>               <C>                                         <C>                <C>
Owner:            [John Doe]                                  Contract Number:   [zzz0000000]

Joint Owner:      [Jack Doe]
</Table>

--------------------------------------------------------------------------------
RIDER(S) SELECTED:

[Annual Step-up with 5% Yield Enhanced Death Benefit Rider:]

         [See Rider for Benefit and Charge]


[Annual Step-up with 7% Yield Enhanced Death Benefit Rider:]

         [See Rider for Benefit and Charge]


[10% Breakthrough Enhanced Death Benefit Rider:]

         [See Rider for Benefit and Charge]


[15% Breakthrough Enhanced Death Benefit Rider:]

         [See Rider for Benefit and Charge]


[10% Breakthrough with 5% Yield Enhanced Death Benefit Rider:]

         [See Rider for Benefit and Charge]


[15% Breakthrough with 5% Yield Enhanced Death Benefit Rider:]

         [See Rider for Benefit and Charge]


[Discount Rider:]

         [See Rider for details]


[Enhanced Earnings Rider:]

         [See Rider for Benefit and Charge]



                                       6
<Page>

<Table>
<Caption>
                           SPECIFICATIONS (SUPPLEMENT)
<S>                        <C>                       <C>                                      <C>
Contract Type:             [Non-qualified]           Contract Number:                         [zz00600000]

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

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

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

Payee:                                               [John Doe and Jack Doe]
Payee Address:                                       [160 West Street, Anytown, Anystate 00334]
</Table>

<Table>
<S>                                                                    <C>      <C>
Annuity Date:                                                                   [01/01/2035]

Annuity Benefit Payment Option:                                        [Joint with 2/3 Survivor Option]
         Survivor Annuity Benefit Percentage:                                   [66 2/3%]
         Percentage under a Fixed Annuity Option:                               [30%]
         Percentage under a Variable Annuity Option:                   [70%]
                  Assumed Investment Return:                           [7%]
                  Annuity Benefit Payment Change Frequency:            [Annual]
                  Annuity Benefit Payment Frequency:                            [Monthly]

                  Variable Allocation on Annuity Date:
</Table>


                  Sub-Accounts:
                  ------------

<Table>
<S>                                                     <C>
[Select Emerging Markets Fund                           Fidelity VIP Growth Portfolio
Select International Equity Fund                        Select Growth Fund
Oppenheimer Global Securities Fund VA                   Allmerica Core Equity Fund
FT VIP Templeton Foreign Securities Fund                Allmerica Equity Index Fund
MFS New Discovery Series                                AIM V.I. Blue Chip Fund
AIM V.I. Aggressive Growth Fund                         FT VIP Franklin Large Cap Growth Securities Fund
FT VIP Small Cap Fund                                   Alliance Growth & Income Portfolio
Select Strategic Growth Fund                            MFS Total Return Series
AllianceBernstein Small Cap Value Portfolio             MFS Utilities Series
Fidelity VIP Value Strategies Portfolio                 Oppenheimer Main Street Growth & Income Fund VA
FT VIP Small Cap Value Securities Fund                  Fidelity VIP Contrafund
MFS Mid Cap Growth Series                               AIM V.I. Basic Value Fund
Fidelity VIP III Mid Cap Portfolio                      Oppenheimer Multiple Strategies Fund VA
AIM V.I. Capital Development Fund                       Fidelity Equity Income Fund
Select Capital Appreciation Fund                        AllianceBernstein Value Portfolio
FT VIP  Mutual Shares Securities Fund                   Select Growth & Income Fund
Select Value Opportunity Fund                           Oppenheimer High Income Fund VA
Alliance Premier Growth Portfolio                       Select Investment Grade Income Fund
Alliance Technology Portfolio                           Select Strategic Income Fund
Oppenheimer Capital Appreciation Fund VA                Allmerica Government Bond Fund
AIM V.I. Premier Equity Fund                            Allmerica Money Market Fund]
Select Aggressive Growth Fund
</Table>

                                       3a
<Page>

                           SPECIFICATIONS (SUPPLEMENT)

[Payment Withdrawal Amount         [10] times the previous annuity benefit
                                   payment [but not more than the remaining
                                   guaranteed annuity benefit payments.
                                   "Guaranteed annuity benefit payments" refers
                                   to the non-life contingent annuity benefit
                                   payments.]]

[Present Value Withdrawal Amount:  [75%-100%] of Present Value of remaining
                                   guaranteed annuity benefit payments.
                                   "Guaranteed annuity benefit payments" refers
                                   to the non-life contingent annuity benefit
                                   payments.]

Mortality and Expense Risk Charge: [1.60%] on an annual basis of the daily value
                                   of the Sub-Account assets.

Administrative Charge:             [.15%] on an annual basis of the daily value
                                   of the Sub-Account assets.

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



                                       4a
<Page>

                                   DEFINITIONS

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

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

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

Annuity Date                        The date annuity benefit payments begin.
                                    The Annuity Date is shown on the
                                    Specifications page.

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

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

Company                             Allmerica Financial Life Insurance and
                                    Annuity Company.

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

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

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

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

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

Gross Payment Base                  Total gross payments made to the contract
                                    reduced by withdrawals which exceed the
                                    Withdrawal Without Surrender Charge amount.

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

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

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

                                       7
<Page>

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

Owner                               The person, persons or entity entitled to
                                    exercise the rights and privileges under
                                    this contract. Joint Owners are permitted
                                    and unless otherwise indicated, any
                                    reference to Owner shall include joint
                                    Owners.

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

Proof of Death                      The death certificate and all necessary
                                    claim paperwork, as determined by the
                                    Company.

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

Separate Account                    A segregated account established by the
                                    Company. The assets in a Separate Account
                                    are not commingled with the Company's
                                    general assets and obligations. The assets
                                    of a Separate Account are not subject to
                                    claims arising out of any other business
                                    the Company may conduct.

State                               The state or jurisdiction in which the
                                    contract is issued.

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

Surrender Value                     The amount payable to the Owner on full
                                    surrender after application of any Market
                                    Value Adjustment, surrender charge and
                                    Contract Fee.

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

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

Valuation Period                    The interval between two consecutive
                                    Valuation Dates.

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

                                       8
<Page>

                                    OWNER, ANNUITANT AND BENEFICIARY

Owner                               When the contract is issued, the Owner will
                                    be as shown on the Specifications page. The
                                    Owner may be changed in accordance with the
                                    terms of this contract. Upon the death of an
                                    Owner prior to the Annuity Date, a Death
                                    Benefit is paid. The Maximum Alternative
                                    Annuity Date is based upon the age of the
                                    Owner.

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

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

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

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

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

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

                                       9
<Page>

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

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

                                    All benefits payable to the Beneficiary
                                    under this contract will be divided equally
                                    among the surviving Beneficiaries of the
                                    same class, unless the Owner directs
                                    otherwise. If there is no surviving
                                    Beneficiary in a particular class, then the
                                    benefit is divided equally among the
                                    surviving Beneficiaries of the next class.
                                    If there is no surviving Beneficiary, the
                                    deceased Beneficiary's interest will pass to
                                    the Owner or the Owner's estate. At the
                                    death of the first joint Owner prior to the
                                    Annuity Date, the surviving joint Owner is
                                    the sole, primary Beneficiary
                                    notwithstanding that the designated
                                    Beneficiary may be different.

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

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



                                       10
<Page>

                                    THE ACCUMULATION PHASE

                                    PAYMENTS

Payments                            Each Payment is equal to the gross payment
                                    less the amount of any applicable premium
                                    tax. The Company reserves the right to
                                    deduct the amount of the premium tax from
                                    the Accumulated Value at a later date rather
                                    than when the premium tax liability is first
                                    incurred by the Company. In no event will an
                                    amount be deducted for premium taxes before
                                    the Company has incurred a tax liability
                                    under applicable State law.

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

Additional Payments                 Prior to the Annuity Date and before the
                                    death of an Owner, the Owner may make
                                    additional Payments of at least the Minimum
                                    Additional Payment Amount (see
                                    Specifications page). Total Payments made
                                    may not exceed [$2,000,000] without the
                                    Company's consent.

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

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

                                    VALUES

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

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

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

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

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

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

                                       11
<Page>

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

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

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

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

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

Value of the Guarantee              Amounts allocated to the same Guarantee
Period Accounts                     Period Account on the same day will be
                                    treated as one Guarantee Period Account. The
                                    interest rate in effect when an amount is
                                    allocated to a Guarantee Period Account is
                                    guaranteed for the duration of the Guarantee
                                    Period. Each time the Guaranteed Interest
                                    Rate changes for a particular Guarantee
                                    Period, a new Guarantee Period Account is
                                    established.

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

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

Renewal Guarantee                   At least 45 days (but not more than 75 days)
Periods                             prior to the end of a Guarantee Period, the
                                    Company will notify the Owner in writing of
                                    the expiration of that Guarantee Period. The
                                    Owner may transfer amounts to the
                                    Sub-Accounts, the Fixed Account or establish
                                    a new Guarantee Period Account of any
                                    duration then offered by the Company as of
                                    the day following the expiration of the
                                    Guarantee Period. The transfer will not be
                                    subject to a Market Value Adjustment; see
                                    "Market Value Adjustment". Guaranteed
                                    Interest Rates corresponding to the
                                    available Guarantee Periods may be higher or
                                    lower than the previous Guaranteed Interest
                                    Rate. If reallocation instructions are not
                                    received at the Principal Office before the
                                    end of a Guarantee Period, the Guarantee
                                    Period Account value will be automatically
                                    applied to a new Guarantee Period Account
                                    with the same Guarantee Period unless:

                                       12
<Page>


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

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

                                    In such cases, the Guarantee Period Account
                                    value will be transferred to the [money
                                    market Sub-Account.]

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

                                    TRANSFER

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

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

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

                                    The Company reserves the right to limit or
                                    refuse transfers if it determines, in its
                                    sole discretion, that the exercise of that
                                    right by an Owner(s), or any agent or duly
                                    authorized representative of such Owner(s)
                                    is, or would be, to the disadvantage of
                                    other Owners. Such transfer limitations
                                    could be applied to transfers to or from
                                    some or all of the accounts and could
                                    include but not be limited to:

                                        (a)  the requirement of a minimum time
                                             period between each transfer;

                                        (b)  not accepting a transfer request of
                                             an agent or duly authorized
                                             representative of such Owner(s)
                                             authorized to act on behalf of such
                                             Owner(s); and

                                        (c)  limiting the dollar amount that may
                                             be transferred to or from any of
                                             the accounts by an Owner(s) at any
                                             one time.

                                    Such limitations, individually or in
                                    aggregate, may be applied in any manner
                                    reasonably designed to prevent any use of
                                    the transfer right which is considered by
                                    the Company to be to the disadvantage of
                                    other Owners.

                                       13
<Page>

                                    WITHDRAWAL AND SURRENDER

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

                                    Any withdrawal must be at least the Minimum
                                    Withdrawal Amount (see Specifications page).
                                    A withdrawal will not be permitted if the
                                    Accumulated Value remaining in the contract
                                    would be less than the Minimum Accumulated
                                    Value After Withdrawal (see Specifications
                                    page). The Request must indicate the dollar
                                    amount to be paid and the accounts from
                                    which it is to be withdrawn. A withdrawal
                                    from a Guarantee Period Account will be
                                    subject to a Market Value Adjustment.

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

                                    Amounts taken from the Variable Account will
                                    be paid within 7 days of the date a Request
                                    is received. The Company reserves the right
                                    to delay payments subject to applicable
                                    laws, rules and regulations governing
                                    variable annuities.

                                    Amounts taken from the Fixed Account or the
                                    Guarantee Period Accounts will normally be
                                    paid within 7 days of the date a Request is
                                    received. The Company may defer payment for
                                    up to six months from the receipt date.

                                    If deferred for 30 days or more, the amount
                                    payable will be credited interest at a rate
                                    equal to the Minimum Fixed Account
                                    Guaranteed Interest Rate (see Specifications
                                    Page), or the rate mandated by the
                                    appropriate State.

Withdrawal Without                  In each calendar year, withdrawals up to the
Surrender Charge                    Withdrawal Without Surrender Charge Amount
                                    (see Specifications page) as of the
                                    Effective Valuation Date may be made.

                                    The Withdrawal Without Surrender Charge will
                                    first be deducted from cumulative earnings.
                                    To the extent that it exceeds cumulative
                                    earnings, the excess will be considered
                                    withdrawn on a last-in, first-out basis from
                                    Payments not previously withdrawn. Amounts
                                    withdrawn from a Guarantee Period Account
                                    prior to the end of the applicable Guarantee
                                    Period will be subject to a Market Value
                                    Adjustment.

Withdrawal With                     Any amounts withdrawn or surrendered in
Surrender Charge                    excess of the Withdrawal Without Surrender
                                    Charge amount may be subject to a surrender
                                    charge.

                                    These amounts will be taken on a first-in,
                                    first-out basis from Payments not previously
                                    considered withdrawn. The Company will
                                    compute applicable charges using the
                                    Surrender Charge Table (see Specifications
                                    page).

Waiver of Surrender                 The surrender charge will be waived if an
Charge                              Owner, or the Annuitant if the Owner is a
                                    non-natural person, is:

                                        (a)  admitted to a "medical care
                                             facility" after being named Owner
                                             or Annuitant and remains confined
                                             there until the later of one year
                                             after the issue date or 90
                                             consecutive days;

                                        (b)  first diagnosed by a licensed
                                             "physician" as having a "fatal

                                       14
<Page>

                                             illness" after the issue date and
                                             after being named Owner or
                                             Annuitant; or

                                        (c)  physically disabled after the
                                             issue date and after being named
                                             Owner or Annuitant and before
                                             attaining age 65. The Company may
                                             require proof of continuing
                                             disability, and reserves the right
                                             to obtain an examination by a
                                             licensed "physician" of its choice
                                             and at its expense.

                                    "Medical care facility" means any State
                                    licensed facility providing medically
                                    necessary inpatient care which is prescribed
                                    by a licensed "physician" in writing and
                                    based on physical limitations which prohibit
                                    daily living in a non-institutional setting.
                                    "Fatal illness" means a condition diagnosed
                                    by a licensed "physician" which is expected
                                    to result in death within two years of the
                                    diagnosis. "Physician" means a person other
                                    than the Owner, the Annuitant or a member of
                                    one of their families who is State licensed
                                    to give medical care or treatment and is
                                    acting within the scope of that license.
                                    "Physically disabled" means the Owner or
                                    Annuitant has been unable to engage in an
                                    occupation or to conduct daily activities
                                    for a period of at least 12 consecutive
                                    months as a result of disease or bodily
                                    injury.

                                    No additional Payments are permitted after
                                    this provision becomes effective.

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

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

                                    where:

                                            i - is the Guaranteed Interest Rate
                                            expressed as a decimal being
                                            credited to the current Guarantee
                                            Period;

                                            j - is the new Guaranteed Interest
                                            Rate, expressed as a decimal, for a
                                            Guarantee Period with a duration
                                            equal to the number of years
                                            remaining in the current Guarantee
                                            Period, rounded to the next higher
                                            number of whole years. If that rate
                                            is not available, the Company will
                                            use a suitable rate or index allowed
                                            by the Department of Insurance; and

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

                                    If the Guaranteed Interest Rate being
                                    credited is lower than the new Guaranteed
                                    Interest Rate, the Market Value Adjustment
                                    will decrease the Guarantee Period Account
                                    value. Similarly, if the Guaranteed Interest
                                    Rate being credited is higher than the new
                                    Guaranteed Interest Rate, the Market Value
                                    Adjustment will increase the Guarantee
                                    Period Account value. The Market Value
                                    Adjustment

                                       15
<Page>

                                    will never result in a change to the value
                                    more than the interest earned in excess of
                                    an amount based on the Guarantee Period
                                    Account Minimum Interest Rate (see
                                    Specifications page).

                                    DEATH BENEFIT

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

Death Benefit                       The Death Benefit will be the greater of:

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

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

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

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

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

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

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

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

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

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

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

                                       16
<Page>

                                        (c)  additional Payments may be made;
                                             and

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



                                       17
<Page>


                                THE PAYOUT PHASE

                                    ANNUITY BENEFIT

Annuity Options                     Annuity Options are available on a fixed,
                                    variable or combination fixed and variable
                                    basis. The Annuity Options described below
                                    or any alternative option offered by the
                                    Company may be chosen. If no option is
                                    chosen, monthly benefit payments will be
                                    made under the Life Annuity with 10 Years
                                    Period Certain option.

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

Selection of Annuity                The Owner must select an Annuity Benefit
Benefit Payments                    Payment Option prior to or after the issue
                                    date but before the Annuity Date. Annuity
                                    benefit payments will be paid monthly or at
                                    any other frequency currently offered by the
                                    Company. If the first payment would be less
                                    than the Minimum Annuity Benefit Payment
                                    (see Specifications page), a single payment
                                    will be made instead. If a life annuity
                                    option has been elected, satisfactory proof
                                    of the date of birth of the Annuitant must
                                    be received at the Principal Office before
                                    any payment is made. Also, if a life annuity
                                    option has been elected, from time to time
                                    the Company may require satisfactory proof
                                    that the Annuitant is alive.

Selection or Change                 The Owner must select an Annuity Date when
Of Annuity Date                     selecting an Annuity Benefit Payment Option.
                                    Prior to such Annuity Date, the Owner may
                                    change the Annuity Date by Request. The
                                    Request must be received at the Principal
                                    Office at least one month before the new
                                    Annuity Date. To the extent permitted by
                                    applicable laws, rules and regulations
                                    governing variable annuities, the new
                                    Annuity Date must be no later than the
                                    Maximum Alternative Annuity Date shown on
                                    the Specifications page.

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

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

                                       18
<Page>

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

                                    The amount of the first annuity benefit
                                    payment under all available options except
                                    period certain options will depend on the
                                    age and/or sex of the Annuitant on the
                                    Annuity Date and the Annuity Value applied.
                                    Period certain options are based only on the
                                    duration of payments and the Annuity Value.

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

                                        (a)  a discount factor equivalent to the
                                             Assumed Investment Return; and

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

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

                                    Each variable annuity benefit payment is
                                    equal to the number of Annuity Units
                                    multiplied by the applicable value of an
                                    Annuity Unit, except that under a Joint and
                                    Survivor Option, after the first death, the
                                    number of units in each payment is equal to
                                    the total number of units multiplied by the
                                    Survivor Annuity Benefit Percentage.

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

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

Payment of Annuity                  Annuity Benefit Payments are paid to the
Benefit Payments                    Owner. By Request in writing, the Owner may
                                    direct that payments are made to another
                                    person, persons or entity.

                                    If an Owner, who is not also an Annuitant,
                                    dies on or after the Annuity Date, the
                                    following occurs:

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

                                        (b)  If the contract has joint Owners,
                                             then the remaining annuity

                                       19
<Page>

                                             benefit payments will be payable to
                                             the surviving joint Owner in
                                             accordance with the terms of the
                                             Annuity Option selected. Upon the
                                             death of the surviving joint Owner,
                                             the Beneficiary becomes the Owner
                                             of the contract.

                                    TRANSFER

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

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

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

                                    The Company reserves the right to limit or
                                    refuse transfers if it determines, in its
                                    sole discretion, that the exercise of that
                                    right by an Owner(s), or any agent or duly
                                    authorized representative of such Owner(s)
                                    is, or would be, to the disadvantage of
                                    other Owners. Such transfer limitations
                                    could be applied to transfers to or from
                                    some or all of the accounts and could
                                    include but not be limited to:

                                        (a)  the requirement of a minimum time
                                             period between each transfer;

                                        (b)  not accepting a transfer request of
                                             an agent or duly authorized
                                             representative of such Owner(s)
                                             authorized to act on behalf of such
                                             Owner(s); and

                                        (c)  limiting the dollar amount that may
                                             be transferred to or from any of
                                             the accounts by an Owner(s) at any
                                             one time.

                                    Such limitations, individually or in
                                    aggregate, may be applied in any manner
                                    reasonably designed to prevent any use of
                                    the transfer right which is considered by
                                    the Company to be to the disadvantage of
                                    other Owners.

                                    WITHDRAWAL

                                    After the Annuity Date and prior to the
                                    death of the Annuitant, the Owner may have
                                    the right, based on the Annuity Option
                                    selected, to make withdrawals. If the Death
                                    Benefit is applied under an Annuity Option
                                    the Beneficiary may also make withdrawals in
                                    accordance with this provision.

                                    Amounts withdrawn that were applied under a
                                    variable Annuity Option will be paid within
                                    7 days of the date a Request is received.
                                    The Company reserves the right to delay
                                    payments subject to applicable laws, rules
                                    and regulations governing variable
                                    annuities.

                                    Amounts withdrawn that were applied under a
                                    fixed Annuity Option will normally be paid
                                    within 7 days of the date a Request is
                                    received. The Company may defer payment for
                                    up to six months from the date a Request is
                                    received. If deferred for 30 days or more,
                                    the amount payable will be credited interest
                                    at a rate of at least 3% or the appropriate
                                    rate mandated by the State.

                                    Only one Request for withdrawal under each
                                    provision may be made each calendar year,
                                    unless a period certain option is chosen.

                                       20
<Page>

Payment Withdrawal                  Each calendar year, the Owner can request up
Amount Option                       to an amount equal to the Payment Withdrawal
                                    Amount (see Specifications page).

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

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

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

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

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

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

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

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

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

                                    If an Annuitant is still living after there
                                    are no remaining guaranteed payments under a
                                    life with period certain payout:

                                       21
<Page>

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

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

                                    PRESENT VALUE OF ANNUITY BENEFIT PAYMENTS

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

<Table>
<Caption>
                                                                                ADJUSTMENT
                                                                                ----------
                                    <S>                                          <C>
                                    Death of the Annuitant                         0.00%
                                    Withdrawals
                                    3 or more years after the issue date           0.00%
                                    Within 3 years of the issue date:
                                       15 or more years of annuity benefit
                                         payments being valued                     1.00%
                                       10-14 years of annuity benefit payments
                                         being valued                              1.50%
                                       Less than 10 years of annuity benefit
                                         payments being valued                     2.00%
</Table>

                                    DEATH OF THE ANNUITANT

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

                                    ANNUITY BENEFIT PAYMENT OPTIONS

                                    PERIOD CERTAIN ANNUITY:

                                    Periodic annuity benefit payments for a
                                    chosen number of years. The number of years
                                    selected may be from 10 to 30, or any other
                                    period currently made available by the
                                    Company.

                                    LIFE ANNUITY:

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

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

                                       22
<Page>

                                    LIFE ANNUITY GUARANTEE OPTIONS

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

                                    PERIOD CERTAIN

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

                                    CASH BACK

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

                                    ANNUITY OPTION RATE TABLES

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


                                       23
<Page>


                              ANNUITY OPTION TABLES

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

<Table>
<Caption>
    AGE
  NEAREST            LIFE ANNUITY WITH                       LIFE                           LIFE ANNUITY
  PAYMENT         10 YEARS PERIOD CERTAIN                   ANNUITY                         WITH CASHBACK
  -------         -----------------------                   -------                         -------------
               MALE      FEMALE      UNISEX       MALE      FEMALE      UNISEX       MALE      FEMALE      UNISEX
               ----      ------      ------       ----      ------      ------       ----      ------      ------
    <S>        <C>       <C>         <C>          <C>       <C>         <C>          <C>       <C>         <C>
    [50        4.05       3.81        3.91        4.08       3.83        3.93        3.90       3.72        3.79

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

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

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

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

     71        6.39       5.94        6.12        6.90       6.21        6.49        5.79       5.49        5.61
     72        6.56       6.11        6.29        7.16       6.44        6.72        5.94       5.63        5.75
     73        6.73       6.29        6.47        7.43       6.68        6.98        6.09       5.78        5.90
     74        6.90       6.48        6.65        7.71       6.94        7.25        6.24       5.94        6.06
     75        7.08       6.67        6.83        8.02       7.22        7.54        6.41       6.11       6.23]
</Table>


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


                                       24
<Page>


                        ANNUITY OPTION TABLES (CONTINUED)

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

<Table>
<Caption>
                                    JOINT AND SURVIVOR LIFE ANNUITY
                                              OLDER AGE

                                    50      55       60       65       70       75      80
                                    --      --       --       --       --       --      --
<S>          <C>                    <C>     <C>      <C>      <C>      <C>      <C>     <C>
Y            50                     [3.53   3.61     3.68     3.73     3.76     3.79    3.80
O            55                             3.77     3.88     3.97     4.04     4.08    4.11
U            60                                      4.10     4.25     4.36     4.45    4.50
N            65                                               4.55     4.74     4.90    5.01
G            70                                                        5.16     5.43    5.64
E            75                                                                 6.02    6.41
R            80                                                                         7.25]
A
G
E

<Caption>
                                    JOINT AND TWO-THIRDS SURVIVOR LIFE ANNUITY
                                              OLDER AGE

                                    50      55       60       65       70       75      80
                                    --      --       --       --       --       --      --
<S>          <C>                    <C>     <C>      <C>      <C>      <C>      <C>     <C>
Y            50                     [3.80   3.93     4.09     4.25     4.43     4.61    4.80
O            55                             4.11     4.29     4.49     4.70     4.91    5.13
U            60                                      4.53     4.77     5.02     5.29    5.55
N            65                                               5.09     5.42     5.75    6.07
G            70                                                        5.88     6.31    6.75
E            75                                                                 6.99    7.59
R            80                                                                         8.58]
A
G
E
</Table>

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


                                       25
<Page>

                        ANNUITY OPTION TABLES (CONTINUED)

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

<Table>
<Caption>
                           NUMBER OF             VARIABLE OR FIXED ANNUITY FOR A
                             YEARS                        CERTAIN PERIOD
                             -----                        --------------

                           <S>                   <C>
                             [ 10                              9.61

                               15                              6.87

                               20                              5.51

                               25                              4.71

                               30                              4.18]
</Table>


             This table is based on an annual interest rate of [3%]
                      and the Annuity 2000 Mortality Table.



                                       26
<Page>


                               GENERAL PROVISIONS

Entire Contract                     The entire contract consists of this
                                    contract, any application attached at issue,
                                    riders, Specifications pages and
                                    endorsements.

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

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

Modifications                       Only the President or Vice President of the
                                    Company may modify or waive any provisions
                                    of this contract. Agents or Brokers are not
                                    authorized to do so.

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

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

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

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

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

                                    The Company reserves the right, subject to
                                    compliance with applicable laws, to
                                    establish additional Separate Accounts,
                                    Guarantee Period Accounts and Sub-Accounts
                                    and to make them available to any class or
                                    series of contracts as the Company considers
                                    appropriate. Each new Separate Account or
                                    Sub-Account will invest in a new investment
                                    company, or in shares of another open-end
                                    investment company, or such other
                                    investments as may be permitted under
                                    applicable law. The Company also reserves
                                    the right to eliminate or combine existing
                                    Sub-Accounts and to transfer the assets of
                                    any Sub-Accounts to any other Sub-Accounts.
                                    In the event of any substitution or change,
                                    the Company may, by appropriate notice, make
                                    such changes in this and other contracts as
                                    may be necessary or appropriate to reflect
                                    the substitution or change. If the Company
                                    considers it to be in the best interests of
                                    the owners, the Variable Account or any
                                    Sub-Account may be operated as a management
                                    company under

                                       27
<Page>

                                    the Investment Company Act of 1940 or in any
                                    other form permitted by law, or may be
                                    de-registered under the Act in the event
                                    registration is no longer required, or may
                                    be combined with other accounts of the
                                    Company.

Changes in Law                      The Company reserves the right to make any
                                    changes to provisions of the contract to
                                    comply with, or give Owners the benefit of,
                                    any federal or State statute, rule, or
                                    regulation.

Change of Name                      Subject to compliance with applicable law,
                                    the Company reserves the right to change the
                                    names of the Variable Account or the
                                    Sub-Accounts.

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

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

Insulation of Separate              The investment performance of Separate
Account                             Account assets is determined separately from
                                    the other assets of the Company. The assets
                                    of a Separate Account equal to the reserves
                                    and liabilities of the contracts supported
                                    by the account will not be charged with
                                    liabilities from any other business that the
                                    Company may conduct.


                                       28
<Page>






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

                                       29