exhibit4a.htm






  





  











  








SUNLIFE


OF CANADA (U.S.)


SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)


A Wholly-Owned Subsidiary of Sun Life Assurance Company of Canada












EXECUTIVE OFFICE:              HOME OFFICE:           ANNUITY SERVICE MAILING ADDRESS


One Sun Life Executive Park    Wilmington, Delaware   Sun Life Annuity Service Center


Wellesley Hills, Massachusetts 02181                  P.0. Box 1024


                                                      Boston, Massachusetts 02103

















                                   C[LOGO]OMPASS-G







     Sun Life Assurance Company of Canada (U.S.) (the "Company") will pay an


annuity commencing on the Annuity Commencement Date to the Annuitant if then


living, by applying the adjusted value of the Participant's Account in


accordance with the Settlement Provisions. If the Participant dies while the


Contract is in effect and before the Annuity Commencement Date, the Company will


pay a death benefit to the Beneficiary upon receipt of due proof of death of the


Participant.







     All payments will be made to the persons and in the manner set forth in


this Contract. Provisions and endorsements printed or written by the Company on


the following pages form part of the Contract.







     Signed by the Company at its Executive Office, Wellesley Hills,


Massachusetts on the Issue Date.












     /s/ Donald A. Stewart                        /s/ Margaret Sears Mead







         Donald A. Stewart                            Margaret Sears Mead


         President                                    Secretary







FLEXIBLE PAYMENT DEFERRED COMBINATION VARIABLE AND FIXED GROUP ANNUITY CONTRACT


SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT D


NONPARTICIPATING







ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT WHEN BASED ON THE IN VESTMENT


EXPERIENCE OF A VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO


DOLLAR AMOUNT







USE OF CONTRACT. This Contract is available for use in connection with employer,


association and other group retirement plans which may qualify as retirement


programs under Section 401 (including Section 401(k)), Section 403, Sections


408(c) or 408(k) or Section 457 of the Internal Revenue Code and non-qualified


deferred compensation plans and other non-qualified group programs such as


payroll savings plans (collectively the "Plans").











  





  











  








TABLE OF CONTENTS







                                                                          Page


- --------------------------------------------------------------------------------


Contract Specifications Page                                               4


- --------------------------------------------------------------------------------


Application


- --------------------------------------------------------------------------------


Definitions                                                                5


- --------------------------------------------------------------------------------


Fixed and Variable Accounts                                                7


   Fixed Account                                                           7


   Variable Account and Sub-Accounts                                       7


   Ownership of Assets                                                     7


   Investments of the Sub-Accounts                                         7


   Substitution                                                            7


- --------------------------------------------------------------------------------


Purchase Payments                                                          8


   Payments                                                                8


   Amount                                                                  8


   Account Continuation                                                    8


   Net Purchase Payments and Their Allocation                              8


- --------------------------------------------------------------------------------


Contract Values During Accumulation Period                                 8


   Accumulation Account                                                    8


   Participant's Account                                                   9


   Variable Accumulation Value                                             9


   Crediting Variable Accumulation Units                                   9


   Variable Accumulation Unit Value                                        9


   Variable Accumulation Value                                             9


   Net Investment Factor                                                   9


   Fixed Accumulation Value                                               10


   Initial and Subsequent Guarantee Periods                               10


   Initial and Subsequent Guarantee Rates                                 10


   Crediting Fixed Accumulation Units                                     10


   Fixed Accumulation Unit Value                                          10


   Fixed Accumulation Value                                               11


   Conversion of Accumulation Units                                       11


   Account Fee                                                            11


- --------------------------------------------------------------------------------


Cash Withdrawals, Withdrawal Charges, Market Value Adjustment and


Loan Provision                                                            12


   Cash Withdrawals                                                       12


   Withdrawal Charges                                                     13


   Market Value Adjustment                                                13


   Loans--Qualified Contracts Only                                        14


- --------------------------------------------------------------------------------


Death Benefit                                                             14


   Death Benefit Provided by the Contract                                 14


   Election and Effective Date of Election                                15


   Payment of Death Benefit                                               15


   Amount of Death Benefit                                                16











  





  











  








TABLE OF CONTENTS--(CONTINUED)


                                                                         Page


- --------------------------------------------------------------------------------


Settlement Provisions


   General                                                                16


   Election and Effective Date of Election                                16


   Determination of Amount                                                16


   Effect of Annuity Commencement Date on Participant's Account           17


   Annuity Commencement Date                                              17


   Fixed Annuity Payments                                                 17


   Variable Annuity Payments                                              17


   Annuity Unit Value                                                     17


   Exchange of Variable Annuity Units                                     18


   Account Fee                                                            18


   Description of Annuity Options                                         18


   Amounts Payable on Death of Payee                                      19


   Annuity Payment Rates                                                  19


- --------------------------------------------------------------------------------


Ownership Provisions                                                      21


   Owner                                                                  21


   Change of Ownership                                                    21


   Voting of Fund Shares                                                  21


   Periodic Reports                                                       22


- --------------------------------------------------------------------------------


Beneficiary Provision                                                     22


   Designation and Change of Beneficiary                                  22


- --------------------------------------------------------------------------------


General Provisions                                                        22


   Age                                                                    22


   Contract                                                               23


   Currency                                                               23


   Determination of Values                                                23


   Discontinuance of New Participants                                     23


   Guarantees                                                             23


   Incontestability                                                       23


   Modification                                                           23


   Nonparticipating                                                       24


   Payments by the Company                                                24


   Proof of Age                                                           24


   Splitting Units                                                        24


- --------------------------------------------------------------------------------


Qualified Plan Provisions                                                 24


Non-Qualified Plan Provisions                                             27






  





  











  








DEFINITIONS







     ACCOUNT YEARS AND ACCOUNT ANNIVERSARIES: The first Account Year shall be the period of twelve (12) months plus a part of a month as measured from the Date of Coverage for each Participant to the first day of the calendar month which follows the calendar month of coverage. All Account Years and Anniversaries thereafter shall be twelve (12) month periods based upon such first day of the calendar month which follows the calendar month of coverage. If, for example, the Date of Coverage is in March, the first Account Year will be determined from the Date of Coverage but will end on the last day of March in the following year; all other Account Years and all Account Anniversaries will be measured from April 1.







     ACCUMULATION ACCOUNT: An account established for the Contract.







     ACCUMULATION PERIOD: The period before the Annuity Commencement Date and during the lifetime of the Participant.







     ACCUMULATION UNIT: A unit of measure used in the calculation of the value of the Accumulation Account and the Participant's Account. There are two types of Accumulation Units: Variable Accumulation Units and Fixed Accumulation Units.







     *ANNUITANT: The Participant named in each Certificate.







     *ANNUITY COMMENCEMENT DATE: The date on which the first annuity payment under each Certificate is to be made.







     *ANNUITY OPTION: The method for making annuity payments.







     ANNUITY UNIT: A unit of measure used in the calculation of the second and each subsequent variable annuity payment from the Variable Account.







     APPLICATION: The document signed by the Owner that serves as the Owner's application to the Company for this Contract.







     *BENEFICIARY: The person or entity having the right to receive the death benefit set forth in each Certificate.







     CERTIFICATE: The document for each Participant which evidences the coverage of the Participant under the Contract.







     CURRENT RATE: As of a particular date, the interest rate for a Guarantee Period that would be credited on a compound annual basis on Payments allocated to the Fixed Account on that date. The Current Rate for a particular Guarantee Period is contained in a schedule of rates published by the Company from time to time, but in no event is the Current Rate less than four percent (4%), compounded annually.







     DATE OF COVERAGE: The date on which a Participants Account becomes effective.







     DUE PROOF OF DEATH: An original certified copy of an official death certificate, an original certified copy of a decree of a court of competent jurisdiction as to the finding of death, or any other proof satisfactory to the Company.







     FIXED ACCOUNT: The Fixed Account consists of all assets of the Company other than those allocated to a separate account of the Company.







     FIXED ANNUITY: An annuity with payments which do not vary as to dollar amount.







     GUARANTEE PERIOD: The period for which an Initial Guarantee Rate or Subsequent Guarantee Rate is credited. There are two types of Guarantee Periods: an Initial Guarantee Period and a Subsequent Guarantee Period.







- --------------------


* As specified in the Participant Enrollment Form, unless changed.






  





  











  








     GUARANTEE RATE: The rate of interest credited by the Company on a compound annual basis during any Initial or Subsequent Guarantee Period on Payments allocated to the Fixed Account.







     ISSUE DATE: The date on which the Contract becomes effective.







     LOAN ANNIVERSARY: The date which is one calendar year as measured from the date of a loan and that same date in each succeeding year while any portion of the loan is outstanding.







     NET LOAN INTEREST: Loan interest due the Company, less any interest credited by the Company on the principal amount of the loan and any unpaid interest thereon.







     NON-QUALIFIED CONTRACT: A Contract used in connection with a retirement plan which does not receive favorable federal income tax treatment under Sections 401, 403, 408 or 457 of the Internal Revenue Code.







     *OWNER: The employer, association or other bona fide group entitled to the ownership rights stated in the Contract and in whose name or names the Contract is issued. The Owner may designate a trustee or custodian of a retirement plan which meets the requirements of Section 401, Section 408(c), Section 408(k) or Section 457 of the Internal Revenue Code to serve as legal owner of Plan assets, but the term "Owner" as used herein, shall refer to the organization entering into the Contract.







     PARTICIPANT: An eligible employee, member or other person named in the Certificate who is entitled to benefits under the Plan as determined and reported to the Company by the Owner.







     PARTICIPANT ENROLLMENT FORM: The document signed by each Participant that serves as his or her application for enrollment under this Contract.







     PARTICIPANT'S ACCOUNT: An account established for each Participant to which net Purchase Payments are credited in the form of Variable Accumulation Units and/or Fixed Accumulation Units.







     PAYEE: A recipient of annuity payments under the Contract. The term includes an Annuitant or a Beneficiary who becomes entitled to benefits upon the death of the Annuitant.







     PURCHASE PAYMENT (PAYMENT): An amount paid to the Company as consideration for the benefits provided by the Contract.







     QUALIFIED CONTRACT: A Contract used in connection with a retirement plan which receives favorable federal income tax treatment under Sections 401, 403, 408(c), 408(k) or 457 of the Internal Revenue Code of 1954, as amended ("Code").







     SUB-ACCOUNT: That portion of the Variable Account which invests in shares of a specific mutual fund or in shares of a specific series of a series fund.







     *SUCCESSOR BENEFICIARY: The person or persons named to become the Beneficiary if the Beneficiary is not alive.







     VALUATION PERIOD: The period of time from one determination of Accumulation Unit and Annuity Unit values to the next subsequent determination of these values. Such determination shall be made as of the close of the New York Stock Exchange on each day the Exchange is open for trading and on such other days on which there is a sufficient degree of trading in the portfolio securities of the Variable Account so that the values of the Variable Account's Accumulation Units and Annuity Units might be materially affected.







     VARIABLE ACCOUNT: A separate account of the Company consisting of assets set aside by the Company, the investment performance of which is kept separate from that of the general assets of the Company.







     VARIABLE ANNUITY: An annuity with payments which vary as to dollar amount


in relation to the investment performance of specified Sub-Accounts of the


Variable Account.







- --------------------


* As specified in the Participant Enrollment Form, unless changed.







FIXED AND VARIABLE ACCOUNTS







FIXED ACCOUNT







     The Fixed Account consists of all assets of the Company other than those


allocated to any separate account of the Company.







VARIABLE ACCOUNT AND SUB-ACCOUNTS







     The Variable Account to which the variable accumulation values and


variable annuity payments, if any, under this Contract relate is entitled "Sun


Life of Canada (U.S.) Variable Account D". It was established by the Company on


August 20,1985, pursuant to a resolution of its Board of Directors and is


registered as a unit investment trust under the Investment Company Act of 1940.


That portion of the assets of the Variable Account equal to the reserves and


other contract liabilities with respect to the Variable Account shall not be


chargeable with liabilities arising out of any other business the Company may


conduct.







     The assets of the Variable Account are divided into Sub-Accounts. Each


Sub-Account invests exclusively in shares of a specific mutual fund or in shares


of a designated series of a series fund. The values of the Variable Accumulation


Units and the Annuity Units described in this Contract reflect the investment


performance of the Sub-Accounts.







     At the Company's election and subject to any necessary vote by persons


having the right to give instructions with respect to the voting of mutual fund


shares held by the Sub-Accounts, the Variable Account may be operated as a


management company under the Investment Company Act of 1940 or it may be


deregistered under the Investment Company Act of 1940 in the event registration


is no longer required. In the event of any change in the operation of the


Variable Account pursuant to this provision. The Company may make appropriate


endorsement in this and other contracts providing benefits which vary in


accordance with the investment performance of Sub-Accounts to reflect the change


and take such other action as may be necessary and appropriate to effect the


change.







OWNERSHIP OF ASSETS







     The Company shall have exclusive and absolute ownership and control of its


assets, including all assets of the Sub-Accounts.







INVESTMENTS OF THE SUB-ACCOUNTS







     Any amounts allocated to a Sub-Account will be used to purchase shares of


a mutual fund or shares of a specific series of a series fund ("Fund" or


"Funds") as specified in the Participant Enrollment Form or as subsequently


changed, at the net asset value next computed following receipt by the Company


of the Purchase Payment to which the particular amount allocated is


attributable. The Funds available on the Issue Date are shown on the Contract


Specifications Page; more Funds may be subsequently added. The Funds are


open-end investment companies or "mutual funds" registered under the Investment


Company Act of 1940. Any and all distributions made by a Fund with respect to


the Fund shares held by a Sub-Account will be reinvested to purchase additional


shares of that Fund at net asset value. Deductions from the Sub-Accounts will,


in effect, be made by redeeming a number of Fund shares at net asset value equal


in total value to the amount to be deducted. Each Sub-Account will be fully


invested in Fund shares at all times.







SUBSTITUTION







     Shares of any of the particular Funds may not always be available for


purchase by the Sub-Accounts or the Company may decide that further investment


in any such Fund's shares is no longer appropriate in view of the purposes of


the Variable Account. In either event, shares of another registered open-end


investment company may be substituted both for Fund shares already purchased by


the Sub-Account and/or as the security to be purchased in the future, provided


that any such substitution has been







approved by the Securities and Exchange Commission. In the event of any 


substitution pursuant to this provision, the Company may make appropriate 


endorsement in this and other contracts providing benefits which vary in 


accordance with the investment performance of the Sub-Accounts to reflect 


the substitution.







                                  PURCHASE PAYMENTS







PAYMENTS







     All Purchase Payments are to be paid to the Company at its Annuity Service


Mailing Address. Unless the Owner has surrendered the Contract, or the


particular Participant's Account has been withdrawn, Purchase Payments may be


made to a Participant's Account at any time during the life of the particular


Participant and before the particular Participant's Annuity Commencement Date.







AMOUNT







     The Initial Purchase Payment is shown on the Certificate Specifications


Page. Subsequent Payments may vary; however, the Company will not accept


Purchase Payments to be allocated to a Participant's Account which, on an


annualized basis, are less than $300 for the first Account Year, and each


Purchase Payment must be at least $25. In addition, the prior approval of the


Company is required before it will accept a Purchase Payment which would cause


the value of a Participant's Account to exceed $1,000,000. If the value of a


Participant's Account exceeds $1,000,000, no additional Purchase Payments will


be accepted for that Participant's Account without the prior approval of the


Company.







ACCOUNT CONTINUATION







     A Participant's Account shall be continued automatically in full force


during the lifetime of the Participant until the Annuity Commencement Date or


until the Participant's Account is withdrawn or the Contract is surrendered. The


Participant's Account will not be in default, even if no additional Purchase


Payments are made.







NET PURCHASE PAYMENTS AND THEIR ALLOCATION







     The net Purchase Payment is that portion of a Purchase Payment which


remains after deduction of any applicable premium or similar tax. Each net


Purchase Payment will be allocated to the Participant's Account, upon receipt by


the Company at its Annuity Service Mailing Address, either to Sub-Accounts or to


the Fixed Account or to both Sub-Accounts and the Fixed Account in accordance


with the allocation factors specified in the Participant's Enrollment Form or as


subsequently changed.







     The allocation factors for new Payments between the Fixed Account and the


Variable Account and among the Sub-Accounts may be changed by the Owner at any


time by giving written notice of the change to the Company at its Annuity


Service Mailing Address. Any change will take effect with the first Purchase


Payment received with or after the receipt of the notice of the change by the


Company and will continue in effect until subsequently changed.







                      CONTRACT VALUES DURING ACCUMULATION PERIOD







ACCUMULATION ACCOUNT







     The Company will establish an Accumulation Account for the Contract and


will maintain the Accumulation Account during the Accumulation Period. The


Contract's Accumulation Account value for any Valuation Period is equal to the


sum of the variable accumulation values, if any, plus the fixed accumulation


values, if any, of all Participants' Accounts under the Contract for that


Valuation Period.












PARTICIPANT'S ACCOUNT







     The Company will establish a Participant's Account for each Participant


under the Contract and will maintain the Participant's Account during the


Accumulation Period. The Participant's Account value for any Valuation Period is


equal to the sum of the variable accumulation value, if any, plus the fixed


accumulation value, if any, of the Participant's Account for that Valuation


Period.







VARIABLE ACCUMULATION VALUE







CREDITING VARIABLE ACCUMULATION UNITS







     Upon receipt of a Purchase Payment by the Company at its Annuity Service


Mailing Address, all or that portion, if any, of the net Purchase Payment which


is allocated to the Sub-Accounts will be credited to the Participant's Account


in the form of Variable Accumulation Units. The number of particular Variable


Accumulation Units to be credited is determined by dividing the dollar amount


allocated to the particular Sub-Account by the Variable Accumulation Unit value


for the particular Sub-Account for the Valuation Period during which the


Purchase Payment is received by the Company at its Annuity Service Mailing


Address.







VARIABLE ACCUMULATION UNIT VALUE







     The Variable Accumulation Unit value for each Sub-Account was established


at $10.00 for the first Valuation Period of the particular Sub-Account. The


Variable Accumulation Unit value for the particular Sub-Account for any


subsequent Valuation Period is determined by methodology which is the


mathematical equivalent of multiplying the Variable Accumulation Unit value for


the particular Sub-Account for the immediately preceding Valuation Period by the


Net Investment Factor for the particular Sub-Account for such subsequent


Valuation Period. The Variable Accumulation Unit value for each Sub-Account for


any Valuation Period is the value determined as of the end of the particular


Valuation Period and may increase, decrease or remain constant from Valuation


Period to Valuation Period.







VARIABLE ACCUMULATION VALUE







     The variable accumulation value of the Contract, if any, for any Valuation


Period is equal to the sum of the variable accumulation values of all


Participants' Accounts under the Contract for such Valuation Period.







     The variable accumulation value of a Participant's Account, if any, for


any Valuation Period is equal to the sum of the variable accumulation values of


each Sub-Account credited to the Participant's Account for such Valuation


Period. The variable accumulation value for each Sub-Account is determined by


multiplying the number of Variable Accumulation Units, if any, credited to each


Sub-Account by the Variable Accumulation Unit value of the particular


Sub-Account for such Valuation Period.







NET INVESTMENT FACTOR







     The Net Investment Factor is an index applied to measure the investment


performance of a Sub-Account from one Valuation Period to the next. The Net


Investment Factor may be greater than, less than or equal to one; therefore, the


value of a Variable Accumulation Unit may increase, decrease or remain the same.







     The Net Investment Factor for any Sub-Account for any Valuation Period is


determined by dividing (a) by (b) and then subtracting (c) from the result


where:







          (a) is the net result of:







               (1) the net asset value of a Fund share held in the Sub-Account


          determined as of the end of the Valuation Period, plus


               (2) the per share amount of any dividend or other distribution


          declared by the Fund issuing the shares held in the Sub-Account if the


          "ex-dividend" date occurs during the Valuation Period, plus or minus


               (3) a per share credit or charge with respect to any taxes paid,


          or reserved for by the Company during the Valuation Period which are


          determined by the Company to be attributable to the operation of the


          Sub-Account;







          (b) is the net asset value of a Fund share held in the Sub-Account


     determined as of the end of the preceding Valuation Period; and







          (c) is the risk charge factor determined by the Company for the


     Valuation Period to reflect the charge for assuming the mortality and


     expense risks.







     The risk charge factor for any Valuation Period is equal to the daily risk


charge factor multiplied by the number of 24 hour periods in the Valuation


Period. The daily risk charge factor will be determined by the Company annually,


but in no event may it exceed the Maximum Daily Risk Charge Factor specified on


the Certificate Specifications Page.







FIXED ACCUMULATION VALUE







INITIAL AND SUBSEQUENT GUARANTEE PERIODS







     The Owner elects an Initial Guarantee Period(s) from among those made


available by the Company. The period(s) elected will determine the Initial


Guarantee Rate(s) and the Purchase Payment, or the portion thereof allocated to


the particular Initial Guarantee Period, will earn interest, compounded


annually, at the Initial Guarantee Rate during the Initial Guarantee Period.


Initial Guarantee Periods begin on the day a Purchase Payment is allocated to


the Fixed Account and end the number of calendar years in the Guarantee Period


elected from the end of the month in which the Purchase Payment was allocated to


the Fixed Account. Subsequent Guarantee Periods begin on the first day of the


month following the end of either an Initial Guarantee Period or a previous


Subsequent Guarantee Period.







     A Subsequent Guarantee Period will commence automatically at the end of an


Initial Guarantee Period or another Subsequent Guarantee Period. Each Subsequent


Guarantee Period will be of the same duration as the previous Initial or


Subsequent Guarantee Period unless the Owner elects, within the thirty (30) day


period prior to the end of any Initial or Subsequent Guarantee Period, a


different Subsequent Guarantee Period from among those being offered by the


Company at such time.







INITIAL AND SUBSEQUENT GUARANTEE RATES







     The Company periodically will establish applicable Initial and Subsequent


Guarantee Rates for the Guarantee Periods. Those rates will be guaranteed for


the respective Guarantee Periods.







     No Initial Guarantee Rate or Subsequent Guarantee Rate shall be less than


four percent (4%) per year, compounded annually.







CREDITING FIXED ACCUMULATION UNITS







     Upon receipt of a Purchase Payment by the Company at its Annuity Service


Mailing Address, all or that portion, if any, of the net Purchase Payment which


is allocated to the Fixed Account will be credited to the Participant's Account


in the form of Fixed Accumulation Units. Fixed Accumulation Units are


established and valued separately for each Guarantee Period. The number of


particular Fixed Accumulation Units to be credited to the Participant's Account


is determined by dividing the dollar amount allocated to a Guarantee Period by


the Fixed Accumulation Unit Value of the particular type of Fixed Accumulation


Unit for the Valuation Period during which the Purchase Payment is received by


the Company at its Annuity Service Mailing Address.







FIXED ACCUMULATION UNIT VALUE







     The Fixed Accumulation Unit Value for each type of Fixed Accumulation Unit


is established at $10.00 for the first Valuation Period of the calendar month in


which a Purchase Payment is credited to the Participant's Account and will


increase for each successive Valuation Period as interest is accrued.







     At the end of the Initial Guarantee Period the Fixed Accumulation Units


credited to a Participant's Account will be exchanged for a second type of Fixed


Accumulation Unit with an equal aggregate value. The value of this second type


of Fixed Accumulation Unit will increase for each Valuation Period during each


Subsequent Guarantee Period as interest is accrued at the Subsequent Guarantee


Rate which shall have been determined by the Company prior to the first day of


each Subsequent Guarantee Period.







FIXED ACCUMULATION VALUE







     The fixed accumulation value of the Contract, if any, for any Valuation


Period is equal to the sum of the values of all Fixed Accumulation Units


credited to all Participants' Accounts under the Contract for such Valuation


Period.







     The fixed accumulation value of a Participant's Account, if any, for any


Valuation Period is equal to the sum of the value of all Fixed Accumulation


Units credited to the Participant's Account for such Valuation Period.







CONVERSION OF ACCUMULATION UNITS







     During the Accumulation Period the Owner may, upon written request


received by the Company at its Annuity Service Mailing Address, convert the


value of a designated number of Fixed Accumulation Units then credited to a


Participant's Account into other Fixed Accumulation Units having an equal


aggregate value but having a different Guarantee Period or into Variable


Accumulation Units of particular Sub-Accounts having an equal aggregate value,


or convert the value of a designated number of Variable Accumulation Units then


credited to the Participant's Account into other Variable Accumulation Units


and/or Fixed Accumulation Units having an equal aggregate value. These


conversions shall, however, be subject to the following conditions: (1) not more


than six (6) conversions may be made in any Account Year, except for conversions


made under an automatic asset allocation system acceptable to the Company in


which up to twelve (12) conversions may be made in any Account Year; and (2) the


value of Accumulation Units converted may not be less than $1,000 unless all of


the Fixed Accumulation Units and/or Variable Accumulation Units credited to the


Participant's Account are being converted; (3) conversions involving Fixed


Accumulation Units with Guarantee Periods greater than one (1) year will be


subject to the Market Value Adjustment described in this Contract and (4)


conversions involving Variable Accumulation Units shall be subject to such terms


and conditions as may be imposed by each Fund. Any conversion shall be made


using the Accumulation Unit values for the Valuation Period during which the


request for conversion is received by the Company at its Annuity Service Mailing


Address.







ACCOUNT FEE







     Prior to the Annuity Commencement Date, on each Account Anniversary, the


Company will deduct from the value of each Participant's Account an annual


account administration fee ("Account Fee") to reimburse it for administrative


expenses relating to the Contract and the Participant's Account. If a


Participant's Account is surrendered for its full value on other than an Account


Anniversary, the Account Fee will be deducted in full at the time of such


surrender. The Account Fee will be deducted in equal amounts from the Fixed


Account and each Sub-Account in which the Participant has Accumulation Units at


the time of such deduction. In no event will the portion of the Account Fee that


is deducted from the Fixed Account cause the Participant's Account's fixed


accumulation value (adjusted for any withdrawals and loans) to increase by less


than four percent (4%) per year.







     On the Annuity Commencement Date, the value of the Participant's Account


will be reduced by a proportionate amount of the Account Fee to reflect the time


elapsed between the last Account Anniversary and the day before the Annuity


Commencement Date. After the Annuity Commencement Date, the Account Fee will be


deducted pro rata from each annuity payment made during the year.







     The amount of the Account Fee assessed against each Participant's Account


is based on total Purchase Payments credited to all Participants' Accounts under


the Contract in accordance with the following schedule:







                    PURCHASE PAYMENTS               ACCOUNT FEE


                    -----------------               -----------


                 $         up to 250,000               $25


                    250,000 to 1,499,999                18


                  1,500,000 to 4,999,999                15


                  5,000,000 and over                    12







     The level of Purchase Payments credited to all Participants' Accounts


under the Contract is reviewed semi-annually and the Account Fee to be assessed


against Participants' Accounts during the next six (6) month period is


determined. Once Purchase Payments credited to all Participants' Accounts under


the Contract reach a level which produces a lower Account Fee, the Account Fee


applicable to existing Participants' Accounts under the Contract will not be


increased irrespective of subsequent withdrawals from Participants' Accounts


under the Contract.







CASH WITHDRAWALS, WITHDRAWAL CHARGES


MARKET VALUE ADJUSTMENT AND LOAN PROVISION







CASH WITHDRAWALS







     At any time before the Annuity Commencement Date and during the lifetime


of the Participant, the Owner may elect a cash withdrawal payment from the


Company by filing with the Company a written election in such form as the


Company may require. Any such election shall specify the amount of the


withdrawal and will be effective on the date that it is received by the Company


at its Annuity Service Mailing Address. For withdrawals in excess of $5,000, the


signature of the Owner must be guaranteed by a member firm of the New York,


American, Boston, Midwest, Philadelphia, or Pacific Stock Exchange, or by a


commercial bank (not a savings bank), which is a member of the Federal Deposit


Insurance Corporation, or in certain cases, by a member firm of the National


Association of Securities Dealers, Inc. which has entered into an appropriate


agreement with the Company. In some cases (for example, requests by a


corporation, partnership, agent, or fiduciary) the Company will require


additional documentation of a customary nature.







     The amount of the cash withdrawal payment may be equal to the total value


of a Participant's Account at the end of the Valuation Period during which the


election becomes effective less the Account Fee and any applicable withdrawal


charge and/or unpaid Net Loan Interest and, if applicable, plus or minus any


Market Value Adjustment (a "full surrender"), or it may be for a lesser amount


(a "partial withdrawal"). If a partial withdrawal is requested which would leave


a Participant's Account value less than the Account Fee, then such partial


withdrawal will be treated as a full surrender. Partial withdrawals may be


restricted by the maximum loan provision.







     The withdrawal will result in the cancellation of Accumulation Units in


the particular Participant's Account with an aggregate value equal to the dollar


amount of the cash withdrawal payment plus, if applicable, the Account Fee and


any withdrawal charge and/or unpaid Net Loan Interest plus or minus any Market


Value Adjustment. The Account Fee and any applicable withdrawal charge and/or


unpaid Net Loan Interest will be deducted from the Participant's Account before


the application of the Market Value Adjustment. Unless instructed to the


contrary, the Company will cancel Fixed Accumulation Units and Variable


Accumulation Units of the particular Sub-Accounts in the same proportion that


the total value of Fixed Accumulation Units and Variable Accumulation Units of


the particular Sub-Accounts then credited to the Participant's Account at the


end of the Valuation Period during which the election becomes effective. Any


cash withdrawal payment generally will be paid within seven (7) days from the


date the election becomes effective, except as the Company may be permitted to


defer such payment of amounts withdrawn from the Variable Account in accordance


with the Investment Company Act of







1940. The Company reserves the right to defer the payment of amounts withdrawn


from the Fixed Account for a period not to exceed six (6) months from the date


written request for such withdrawal is received by the Company at its Annuity


Service Mailing Address.







Withdrawal Charges







     If a cash withdrawal payment is made, a withdrawal charge may be assessed


by the Company. Up to ten percent (10%) of Purchase Payments credited to a


Participant's Account for less than seven (7) years may be withdrawn in any


Account Year on a non-cumulative basis without the imposition of a withdrawal


charge. Amounts withdrawn from a Participant's Account in excess of ten percent


(10%) will be subject to a withdrawal charge assessed against Purchase


Payments credited to the Participant's Account as follows:







                           NUMBER OF


                       YEARS PAYMENTS IN


                     PARTICIPANT'S ACCOUNT      WITHDRAWAL CHARGE


                     ---------------------      -----------------


                               1                       6%


                               2                       6%


                               3                       5%


                               4                       4%


                               5                       3%


                               6                       2%


                               7                       1%


                               8                       0%







     For purposes of a full surrender or partial withdrawal, the oldest


previously unliquidated Payment will be deemed to have been liquidated first,


then the next oldest and so forth. Once all old and new Payments have been


withdrawn, additional amounts withdrawn will be attributed to the accumulated


value of the Participant's Account.







     No withdrawal charge is imposed upon amounts withdrawn to purchase an


annuity, (provided that the payment under the Annuity Option elected is over a


period of at least five (5) years), nor is any withdrawal charge imposed upon


amounts withdrawn after a Participant's Account has been established for twelve


(12) years irrespective of when a Purchase Payment or cash withdrawal payment is


made.







MARKET VALUE ADJUSTMENT







     Any cash withdrawal from the Fixed Account of amounts with a Guarantee


Period greater than one (1) year will be subject to a Market Value Adjustment


("MVA"), except in the case of payment of a guaranteed death benefit, or in the


event of annuitization over a payout period of at least five (5) years. The MVA


will be applied to the amount being withdrawn after deduction of any applicable


Account Fee, withdrawal charge and/or unpaid Net Loan Interest.







     The MVA will reflect the relationship between the Current Rate for the


Guarantee Period of the amount being surrendered and the Guarantee Rate


applicable to the amount being surrendered.







     The Market Value Adjustment is determined by the application of the


     following formula:







          .75(A-B) x C/12 where:







          A = interest rate being credited to the amount being surrendered


(Guarantee Rate);







          B = the rate the Company has established at the time of surrender on


     allocations to Initial or Subsequent Guarantee Periods with the same


     Guarantee Period as that of the amount being surrendered (Current Rate); and







          C = the months remaining in the Guarantee Period of the amount being


surrendered.







LOANS--QUALIFIED CONTRACTS ONLY







     At any time before the Annuity Commencement Date and during the lifetime


of the Participant, the Owner of a Qualified Contract may request a loan from


the Company by filing with the Company a written request in such form and


containing such terms and conditions as the Company may require. Any such


request shall specify the amount of the loan and will be effective on the date


that it is received by the Company at its Annuity Mailing Address. For loans in


excess of $5,000 the signature of the Owner must be guaranteed by a member firm


of the New York, American, Boston, Midwest, Philadelphia or Pacific Stock


Exchange, or by a commercial bank (not a savings bank) which is a member of the


Federal Deposit Insurance Corporation, or, in certain cases, by a member firm of


the National Association of Securities Dealers, Inc. which has entered into an


appropriate agreement with the Company. In some cases (for example, requests by


a corporation, partnership, agent or fiduciary) the Company may require


additional documentation of a customary nature.







     Loans will be secured by a security interest in the Contract. Loans are


subject to plan restrictions and applicable retirement plan legislation and


their taxation is determined under the federal income tax laws.







     The maximum loan amount is 80% of the value of the Participant's Account,


reduced by any prior outstanding loan and interest due thereon. The minimun loan


that may be made at any time is $1,000.







     The loan will result in the cancellation of Accumulation Units in the


particular Participant's Account with an aggregate value equal to the dollar


amount of the loan plus or minus, if applicable, any Market Value Adjustment.


Unless instructed to the contrary, the Company will cancel Fixed Accumulation


Units and Variable Accumulation Units of the particular Sub-Accounts in the same


proportion that the total value of Fixed Accumulation Units and Variable


Accumulation Units of the particular Sub-Accounts then credited to the


Participant's Account bear to the value of the Participant's Account at the end


of the Valuation Period during which the loan request is received by the Company


at its Annuity Service Mailing Address. An amount equal to the loan proceeds


will be placed in a loan account in the Company's Fixed Account where it will be


credited with interest, compounded annually, at a specified rate below the


then-current loan interest rate.







     Interest on loans will accrue daily at a rate established by the Company


and specified in the loan document, and will become due and payable on each Loan


Anniversary and whenever a loan repayment is made. Any unpaid interest will be


added to the principal amount of the loan and will result in a cancellation of


Accumulation Units in the Participant's Account in the same manner as described


above. Interest will accrue on the unpaid interest at the same rate and in the


same manner as on the principal amount of the loan.







     At any time while the Participant is living and prior to the Annuity


Commencement Date, all or part of any outstanding loan may be repaid. Repayment


will result in the purchase of Fixed Accumulation Units and Variable


Accumulation Units in accordance with the allocation factors for new Payments to


the Participant's Account in effect on the date of such loan repayment.







     A loan shall be repaid within five (5) years from the date of the loan,


unless the loan is being used to acquire, construct, reconstruct or


substantially rehabilitate a dwelling which is used or is to be used within a


reasonable period of time as the principal residence of the Participant or a


member of the Participant's family. In such event the loan shall be repaid


within ten (10) years.







DEATH BENEFIT







DEATH BENEFIT PROVIDED BY THE CONTRACT







     If the Participant dies while the Participant's Account is in effect and


before the Annuity Commencement Date, the Company, upon receipt of due proof of


death of the Participant, will pay a







death benefit to the Beneficiary in accordance with this "Death Benefit"


provision. If there is no designated Beneficiary living on the date of death of


the Participant, the Company will pay the death benefit upon receipt of due


proof of the death of both the Participant and the designated Beneficiary in one


sum to the estate of the Participant. If the death of the Participant occurs on


or after the Annuity Commencement Date, no death benefit will be payable under


the Contract except as may be provided under the form of annuity elected.







ELECTION AND EFFECTIVE DATE OF ELECTION







     During the lifetime of the Participant and prior to the Annuity


Commencement Date, the Owner may elect to have the value of the Participant's


Account applied under one or more of the Annuity Options in accordance with the


Settlement Provisions to effect a Variable Annuity or a Fixed Annuity or a


combination of both for the Beneficiary as Payee after the death of the


Participant. This election may be made or subsequently revoked by filing with


the Company a written election or revocation of an election in such form as the


Company may require. Any election or revocation of an election of a method of


settlement of the death benefit by the Owner will become effective on the date


it is received by the Company at its Annuity Service Mailing Address. If no


election of a method of settlement of the death benefit by the Owner is in


effect on the date of death of the Participant, the Beneficiary may elect (a) to


receive the death benefit in the form of a cash payment in which event the


Participant's Account will be cancelled; or (b) to have the value of the


Participant's Account applied under one or more of the Annuity Options in


accordance with the Settlement Provisions to effect, on the Annuity Commencement


Date determined in the section "Payment of Death Benefit" below, a Variable


Annuity or a Fixed Annuity or a combination of both for the Beneficiary as


Payee. This election may be made by filing with the Company a written election


in such form as the Company may require. Any written election of a method of


settlement of the death benefit by the Beneficiary will become effective on the


later of: (a) the date the election is received by the Company at its Annuity


Service Mailing Address; or (b) the date due proof of the death of the


Participant and any required release or consent from any inheritance taxing


authority, or surviving spouse, if applicable, is received by the Company at its


Annuity Service Mailing Address. If a written election by the Beneficiary is not


received by the Company within sixty (60) days following the date due proof of


the death of the Participant and any required release or consent is received by


the Company, the Beneficiary shall be deemed to have elected a cash payment as


of the last day of the sixty (60) day period.







PAYMENT OF DEATH BENEFIT







     If the death benefit is to be paid in cash to the Beneficiary, payment


will be made within seven (7) days of the date the election becomes effective or


is deemed to become effective, except as the Company may be permitted to defer


any such payment of amounts derived from the Variable Account in accordance with


the Investment Company Act of 1940. If the death benefit is to be paid in one


sum to the estate of the deceased Participant, payment will be made within seven


(7) days of the date due proof of the death of the Participant and the


Beneficiary is received by the Company at its Annuity Service Mailing Address.


If settlement under one or more of the Annuity Options is elected by the Owner,


the Annuity Commencement Date will be the first day of the second calendar month


following the date due proof of the death of the Participant and the


Beneficiary, if any, is received by the Company at its Annuity Service Mailing


Address. If settlement under one or more of the Annuity Options is elected by


the Beneficiary, the Annuity Commencement Date will be the first day of the


second calendar month following the effective date of the election. The Owner or


Beneficiary, as applicable, may elect an Annuity Commencement Date later than


that specified above provided that such date is (a) the first day of a calendar


month, and (b) not later than the first day of the first month following the


85th birthday of the Beneficiary. If a later Annuity Commencement Date has been


elected and the Beneficiary dies before this later Annuity Commencement Date,


the Participant's Account's accumulated value will be paid in cash to the estate


or beneficiary, as appropriate of the Beneficary.







AMOUNT OF DEATH BENEFIT







     The death benefit is equal to the greater of (a) the value of the


Participant's Account or (b) the sum of all Purchase Payments made with respect


to the Participant's Account, less the sum of all withdrawals and loans. If (b)


is operative, the Participant's Account value will be increased by the excess of


(b) over (a) and the amount of the increase will be allocated to the Fixed


Account and the Sub-Accounts based on the respective values of the Fixed Account


and the Sub-Accounts on the date the amount of the death benefit is determined.


The death benefit will be reduced by any unpaid Net Loan Interest.







     The Accumulation Unit values used in determining the amount of the death


benefit will be the values for the Valuation Period during which due proof of


the death of the Participant is received by the Company at its Annuity Service


Mailing Address if settlement is elected by the Owner under one or more of the


Annuity Options or, if no election by the Owner is in effect, either the values


for the Valuation Period during which an election by the Beneficiary either


becomes effective or is deemed effective, or the values for the Valuation Period


during which due proof of the death of both the Participant and the designated


Beneficiary is received by the Company at its Annuity Service Mailing Address if


the amount of the death benefit is to be paid in one sum to the deceased


Participant's estate.







SETTLEMENT PROVISIONS







GENERAL







     On the Annuity Commencement Date, the adjusted value of the Participant's


Account as determined in accordance with the "Determination of Amount" provision


will be applied, as specified by the Owner with respect to the Participant,


under one or more of the Annuity Options provided in the Contract or under such


other settlement options as may be agreed to by the Company.












ELECTION AND EFFECTIVE DATE OF ELECTION







     During the lifetime of the Participant and prior to the Annuity


Commencement Date, the Owner may elect to have the adjusted value of the


Accumulation Account applied on the Annuity Commencement Date under one or more


of the Annuity Options provided in the Contract. The Owner may also change any


election but any election or change of election must be effective at least


thirty (30) days prior to the Annuity Commencement Date. This election or change


of election may be made by filing with the Company a written election or change


of election in such form as the Company may require. Any such election or change


of election will become effective on the date it is received by the Company at


its Annuity Service Mailing Address. If no such election is in effect on the


30th day prior to the Annuity Commencement Date, the adjusted value of the


Participant's Account will be applied under Annuity Option B, for a Life Annuity


with 120 monthly payments certain.







     Any such election may specify the proportion of the adjusted value of the


Participant's Account to be applied to the Fixed Account and the various


Sub-Accounts. In the event the election does not so specify, then the portion of


the adjusted value of the Participant's Account to be applied to the Fixed


Account and the various Sub-Accounts will be determined on a pro rata basis from


the composition of the Participant's Account on the Annuity Commencement Date.







     The Annuity Options in the Contract may also be elected by the Owner or


the Beneficiary as provided in the section of the Contract entitled "Death


Benefit".







DETERMINATION OF AMOUNT







     The adjusted value of the Participant's Account to be applied to provide a


Variable Annuity or a Fixed Annuity or a combination of both, shall be equal to


the value of the Participant's Account for the Valuation Period which ends


immediately preceding the Annuity Commencement Date, minus the sum of any applicable 


premium or similar tax, a proportionate amount of the Account Fee to reflect the time 


elapsed between the last Account Anniversary and the day before the Annuity Commencement 


Date, and any applicable withdrawal charge and/or unpaid Net Loan Interest and plus 


or minus any applicable Market Value Adjustment.







EFFECT OF ANNUITY COMMENCEMENT DATE ON PARTICIPANT'S ACCOUNT







     On the Annuity Commencement Date the Participant's Account will be


cancelled.







ANNUITY COMMENCEMENT DATE







     The Annuity Commencement Date is set forth on the Certificate


Specifications Page. This date may be changed from time to time by the Owner,


provided that each change is effective at least thirty (30) days prior to the


then current Annuity Commencement Date and the new Annuity Commencement Date is


a date which is: (1) at least thirty (30) days after the effective date of the


change; (2) the first day of a month; and (3) not later than the first day of


the first month following the Participant's 85th birthday. Any change of the


Annuity Commencement Date may be made by filing with the Company a written


designation of a new Annuity Commencement Date in such form as the Company may


require. Any such change will become effective on the date the designation is


received by the Company at its Annuity Service Mailing Address.







     The Annuity Commencement Date may also be changed by an election of a


settlement option as provided in the section of the Contract entitled "Death


Benefit".







FIXED ANNUITY PAYMENTS







     The dollar amount of each fixed annuity payment shall be determined in


accordance with the Annuity Payment Rates found in the Contract which are based


on the minimum guaranteed interest rate of four percent (4%) per year or, if


more favorable to the Payee(s), in accordance with the Single Premium Immediate


Settlement Rates published by the Company and in use on the Annuity Commencement


Date.







VARIABLE ANNUITY PAYMENTS







     The dollar amount of the first variable annuity payment shall be


determined in accordance with the Annuity Payment Rates found in the Contract


which are based on an assumed interest rate of four percent (4%) per year.







     All variable annuity payments other than the first are determined by means


of Annuity Units credited to the Contract with respect to the particular Payee.


The number of Annuity Units to be credited in respect of a particular


Sub-Account is determined by dividing that portion of the first variable annuity


payment attributable to that Sub-Account by the Annuity Unit value of that


Sub-Account for the Valuation Period which ends immediately preceding the


Annuity Commencement Date. The number of Annuity Units of each particular


Sub-Account credited to the Contract with respect to the particular Payee then


remains fixed unless an exchange of Annuity Units is made pursuant to the


"Exchange of Annuity Units" section. The dollar amount of each variable annuity


payment after the first may increase, decrease or remain constant, and is equal


to the sum of the amounts determined by multiplying the number of Annuity Units


of a particular Sub-Account credited to the Contract with respect to the


particular Payee by the Annuity Unit value for the particular Sub-Account for


the Valuation Period which ends immediately preceding the due date of each


subsequent payment.







ANNUITY UNIT VALUE







     The Annuity Unit value for each Sub-Account was established at $10.00 for


the first Valuation Period of the particular Sub-Account. The Annuity Unit value


for the particular Sub-Account for any subsequent Valuation Period is determined


by multiplying the Annuity Unit value for the particular Sub-Account for the 


immediately preceding Valuation Period by the Net Investment Factor for the


particular Sub-Account for the current Valuation Period and then multiplying


that product by a factor to neutralize the assumed interest rate of four percent


(4%) per year used to establish the Annuity Payment Rates found in the Contract.


The factor is 0.99989255 for a one day Valuation Period.







EXCHANGE OF VARIABLE ANNUITY UNITS







     After the Annuity Commencement Date the Payee may, by filing a written


request with the Company at its Annuity Service Mailing Address, exchange the


value of a designated number of Annuity Units of particular Sub-Accounts then


credited to the Contract with respect to the particular Payee into other Annuity


Units, the value of which would be such that the dollar amount of an annuity


payment made on the date of the exchange would be unaffected by the exchange. No


more than four (4) exchanges may be made within each Account Year.







     Exchanges may be made within the Variable Account only. Exchanges shall be


made using the Annuity Unit Values for the Valuation Period during which the


request for exchange is received by the Company at its Annuity Service Mailing


Address.







ACCOUNT FEE







     After the Annuity Commencement Date an Account Fee will be deducted pro


rata from each annuity payment made during the year, as provided in the section


of the Contract entitled "Contract Values During Accumulation Period."







DESCRIPTION OF ANNUITY OPTIONS







     Annuity Options A, B and C are available to provide either a Fixed Annuity


or a Variable Annuity. Annuity Options D and E are available only to provide a


Fixed Annuity.







     Annuity Option A. Life Annuity: Monthly payments during the lifetime of


the Payee.







     Annuity Option B. Life Annuity with 60, 120, 180 or 240 Monthly Payments


Certain: Monthly payments during the lifetime of the Payee and in any event for


sixty (60), one hundred twenty (120), one hundred eighty (180), or two hundred


forty (240) months certain as elected.







     Annuity Option C. Joint and Survivor Annuity: Monthly payments payable


during the joint lifetime of the Payee and a designated second person and during


the lifetime of the survivor. During the lifetime of the survivor, variable


monthly payments, if any, will be determined using the percentage chosen at the


time of the election of this option of the number of each type of Annuity Unit


credited to the Contract with respect to the Payee. Fixed monthly payments, if


any, will be equal to the same percentage of the fixed monthly payment payable


during the joint lifetime of the Payee and the designated second person.







     Annuity Option D. Fixed Payments for a Specified Period Certain: Fixed


monthly payments for any specified period of time (at least five (5) years in


the case of a Non-Qualified Contract and at least three (3) years in the case of


a Qualified Contract, but not exceeding thirty (30) years in the case of both a


Qualified Contract and Non-Qualified Contract), as elected.







     Annuity Option E. Fixed Payments: The amount applied to provide fixed


payments in accordance with this Annuity Option will be held by the Company at


interest. Fixed payments will be made in such amounts and at such times (at


least over a period of five (5) years in the case of a Non-Qualified Contract)


as may be agreed upon with the Company and will continue until the amount held


by the Company with interest is exhausted. The final payment will be for the


balance remaining and may be less than the amount of each preceding payment.


Interest will be credited yearly on the amount remaining unpaid at a rate which


shall be determined by the Company from time to time but which shall not be less


than four percent (4%) per year compounded annually. The rate so determined


may be changed at any time and as often as may be determined by the Company,


provided, however, that the rate may not be reduced more frequently than once


during each calendar year.







AMOUNTS PAYABLE ON DEATH OF PAYEE







     In the event of the death of the Annuitant on or after the Annuity


Commencement Date, the Company will pay the Beneficiary any remaining payments


under any Annuity Option then in effect as they become due. If there is no


designated Beneficiary then living, the Company will pay the amount specified in


the Schedule below for any Annuity Option then in effect in one sum to the


deceased Annuitant's estate. Any Beneficiary who becomes entitled to any


remaining payments under any Annuity Option may elect to receive the amount


specified in the Schedule below for such option in one sum. In the event of the


death of a Beneficiary who has become entitled to receive any remaining payments


under any Annuity Option, the Company will pay the amount specified for such


option in the Schedule below in one sum to the deceased Beneficiary's estate.


All payments made in one sum by the Company as provided in this paragraph are


made in lieu of paying any remaining payments under any Annuity Option then in


effect.







        OPTION                              AMOUNT


        ------                              ------







          B    The discounted value of the remaining payments, if any, for the


               certain period.


          D    The discounted value of the remaining payments, if any, for the


               certain period.


          E    The unpaid balance of the proceeds and interest.







     In the case of Option B the discounted value will be based, for payments


being made on a variable basis, on interest compounded annually at the assumed


interest rate, and for payments being made on a fixed basis, at the interest


rate initially used in determining the amount of each payment. For Variable


Annuity payments this calculation will also be based on the assumptions that the


particular Annuity Unit values applicable to the remaining payments will be the


particular Annuity Unit values for the Valuation Period which ends on the day


before the date of the determination and that this value will remain unchanged


thereafter. In the case of Option D the discounted value will be based on the


interest rate initially used in determining the amount of each payment.







ANNUITY PAYMENT RATES







     This Contract contains unisex annuity payment rates for each option. The


Annuity Payment Rates below show, for each $1,000 applied, the dollar amount of


both (a) the first monthly Variable Annuity payment based on the assumed


interest rate of four percent (4%) and (b) the monthly Fixed Annuity payment,


when this payment is based on the minimum guaranteed interest rate of four


percent (4%) per year.







     The mortality table used in determining the Annuity Payment Rates for


Options A, B and C is the 1971 Individual Annuitant Mortality Table. In using


this mortality table, ages of Annuitants will be reduced by one year for Annuity


Commencement Dates occurring during the 1980's, reduced two years for Annuity


Commencement Dates occurring during the 1990's, and so on.







     The Annuity Payment Rates in the tables shown below already reflect rates


of mortality appropriate for Annuity Commencement Dates occurring during the


1980's. Thus, for Annuity Commencement Dates occurring during the 1980's the


term "Adjusted Age", as used in the table below, means actual age. "Adjusted


Age" shall mean actual age less one year for Annuity Commencement Dates


occurring during the 1990's, actual age less two years for Annuity Commencement


Dates occurring in the decade 2000-2009, and so on.







     Adjusted ages will be determined based on the actual age(s) of


Annuitant(s), in completed years and months, as of the Annuity Commencement


Date. The tables below show Annuity Payment Rates for exact Adjusted Ages; rates


for Adjusted Ages expressed in completed years and months will be based on


straight line interpolation between the appropriate Annuity Payment Rates.







     The dollar amount of annuity payment for any Adjusted Age or combination


of Adjusted Ages not shown below or for any other form of Annuity Option agreed


to by the Company will be quoted by the Company on request.







               AMOUNT OF FIRST MONTHLY ANNUITY PAYMENT PER $1,000


                               SINGLE LIFE ANNUITY







               OPTION A                       OPTION B


             LIFE ANNUITY         LIFE ANNUITY WITH PAYMENTS CERTAIN







  ADJUSTED                     60        120          180         240


    AGE                     PAYMENTS   PAYMENTS    PAYMENTS    PAYMENTS


     20          3.68         3.68      3.67         3.67        3.67


     25          3.77         3.77      3.77         3.76        3.76


     30          3.89         3.89      3.89         3.88        3.87


     35          4.04         4.04      4.04         4.02        4.01


     40          4.24         4.24      4.23         4.21        4.18


     45          4.50         4.49      4.47         4.43        4.38


     50          4.82         4.81      4.77         4.71        4.62


     55          5.25         5.22      5.15         5.04        4.90


     60          5.79         5.75      5.63         5.44        5.20


     65          6.52         6.45      6.23         5.91        5.51


     70          7.58         7.43      7.01         6.42        5.77


     75          9.14         8.80      7.93         6.88        5.93


     80         11.49        10.65      8.86         7.18        5.99


     85         15.11        12.95      9.56         7.30        6.00







                                    OPTION C







                           JOINT AND SURVIVOR ANNUITY*







                                    ADJUSTED AGE OF SURVIVOR


     ADJUSTED AGE    --------------------------------------------------


       OF PAYEE       55         60         65          70         75


       --------


         55          5.00       5.22       5.46       5.73        6.03


         60          5.22       5.48       5.77       6.10        6.46


         65          5.46       5.77       6.12       6.53        6.99


         70          5.73       6.10       6.53       7.04        7.63


         75          6.03       6.46       6.99       7.63        8.40







                                    OPTION D







                 FIXED PAYMENTS FOR A SPECIFIED PERIOD CERTAIN







        YEARS       AMOUNT      YEARS      AMOUNT     YEARS      AMOUNT


          3          29.40       13         8.17        22        5.64


          4          22.47       14         7.72        23        5.49


          5          18.32       15         7.34        24        5.35


          6          15.56       16         7.00        25        5.22


          7          13.59       17         6.71        26        5.10


          8          12.12       18         6.44        27        5.00


          9          10.97       19         6.21        28        4.90


         10          10.06       20         6.00        29        4.80


         11           9.31       21         5.81        30        4.72


         12           8.69







- ----------


* Table Based on Assumed Election of Joint and Two-Thirds Survivor Annuity.







OWNERSHIP PROVISIONS







OWNER







     The Contract shall belong to the Owner. All Contract rights and privileges


may be exercised by the Owner without the consent of the Participant or the


Beneficiary or any other person, except as the Owner may have provided under the


Plan or other appropriate documents. Such rights and privileges may be


exercised, with respect to a particular Participant, only during the lifetime of


the Participant and prior to the Participant's Annuity Commencement Date, except


as otherwise provided in the Contract. Each Participant becomes the Payee on and


after the Annuity Commencement Date. The Beneficiary becomes the Payee on the


death of the Participant.







CHANGE OF OWNERSHIP







     Ownership of a Qualified Contract may not be transferred except to: (1)


the Participant or Beneficiary; (2) a trustee or successor trustee of a pension


or profit sharing trust which is qualified under Section 401 of the Internal


Revenue Code; (3) the employer of the Participant provided that the Qualified


Contract after transfer is maintained under the terms of a retirement plan


qualified under Section 403(a) of the Internal Revenue Code for the benefit of


the Participant; (4) the trustee of an individual retirement account plan


qualified under Section 408 of the Internal Revenue Code; or (5) as otherwise


permitted from time to time by laws and regulations governing the retirement,


deferred compensation or other programs for which a Qualified Contract may be


issued. Subject to the foregoing, a Qualified Contract may not be sold,


assigned, transferred, discounted or pledged as collateral for a loan or as


security for the performance of an obligation or for any other purpose to any


person other than the Company.







     The Owner of a Non-Qualified Contract may change the ownership of the


Contract during the lifetime of any Participant and prior to the last remaining


Participant's Annuity Commencement Date.







     A change of ownership will not be binding upon the Company until written


notification is received by the Company at its Annuity Service Mailing Address.


When is it so received, the change will be effective as of the date on which the


request for change was signed by the Owner, but the change will be without


prejudice to the Company on account of any payment made or any aciton taken by


the Company prior to receiving the change. The Company may require that the


signature of the Owner be guaranteed by a member firm of the New York, American,


Boston, Midwest, Philadelphia or Pacific Stock Exchange, or by a commerical bank


(not a savings bank) which is a member of the Federal Deposit Insurance


Corporation or, in certain cases, by a member firm of the National Association


of Securities Dealers, Inc. which has entered into an appropriate agreement with


the Company.







VOTING OF FUND SHARES







     The Company will vote Fund shares held by the Sub-Accounts at meetings of


shareholders of the Fund(s), but will follow voting instructions received at


least one day prior to each such meeting from persons having the right to give


voting instructions. The Owner is the person having the right to give voting


instructions prior to the Annuity Commencement Date. On or after the Annuity


Commencement Date the Payee is the person having such voting rights. Any shares


attributable to the Company and Fund shares for which no timely voting


instructions are received will be voted by the Company in the same proportion as


the shares for which instructions are received from persons having such voting


rights.







     Neither the Variable Account nor the Company is under any duty to provide


information concerning the voting instruction rights of persons who may have


such rights under Plans, other than rights afforded by the Investment Company


Act of 1940, nor any duty to inquire as to the instructions received or the


authority of Owners or others to instruct the voting of Fund shares. Except as


the Variable Account or the Company has actual knowledge to the contrary, the


instructions given by Owners and Payees will be valid as they affect the


Variable Account, the Company and any others having voting instruction rights


with respect to the Variable Account.







     All Fund proxy material, together with an appropriate form to be used to


give voting instructions, will be provided to each Owner and each Payee having


the right to give voting instructions at least ten (10) days prior to each


meeting of the shareholders of the particular Fund. The number of particular


Fund shares as to which each such person is entitled to give instructions will


be determined by the Company on a date not more than ninety (90) days prior to


each such meeting. Prior to the Annuity Commencement Date, the number of


particular Fund shares as to which voting instructions may be given to the


Company is determined by dividing the value of all of the Variable Accumulation


Units of the particular Sub-Account credited to the Contract's Accumulation


Account by the net asset value of one particular Fund share as of the same date.


On or after the Annuity Commencement Date, the number of particular Fund shares


as to which such instructions may be given by a Payee is determined by dividing


the reserve held by the Company in the particular Sub-Account for the Contract


with respect to the particular Payee by the net asset value of the particular


Fund share as of the same date.







PERIODIC REPORTS







     The Company will send the Owner and the Participant, at least once during


each year, a statement showing the number, type and value of the Accumulation


Units or Annuity Units credited to the Contract or the Participant's Account, as


the case may be, which statement shall be accurate as of a date not more than


two (2) months previous to the date of mailing. In addition, every person having


voting rights will receive such reports or prospectuses concerning the Variable


Account and the particular Fund(s) as may be required by the Investment Company


Act of 1940 and the Securities Act of 1933. The Company will also send such


statements reflecting transactions in the Contract's Accumulation Account and


each Participant's Account as may be required by applicable laws, rules and


regulations.







BENEFICIARY PROVISION







DESIGNATION AND CHANGE OF BENEFICIARY







     The Beneficiary designation contained in a Participant Enrollment Form


will remain in effect until changed. The interest of any Beneficiary is subject


to the particular Beneficiary surviving the Participant.







     Subject to the rights of an irrevocably designated Beneficiary, the Owner


may change or revoke the designation of a Beneficiary at any time while the


Participant is living by filing with the Company a written beneficiary


designation or revocation in such form as the Company may require. The change or


revocation will not be binding upon the Company until it is received at the


Annuity Service Mailing Address. When it is so received the change or revocation


will be effective as of the date on which the beneficiary designation or


revocation was signed, but the change or revocation will be without prejudice to


the Company on account of any payment made or any action taken by the Company


prior to receiving the change or revocation.







GENERAL PROVISIONS







AGE







     If any date of birth has been misstated in the Participant Enrollment


Form, or elsewhere, the amounts payable pursuant to the Contract will be the


amounts which would have been provided using the correct age. Any deficiency in


the payments already made by the Company shall be paid immediately and any


excess in the payments already made by the Company shall be charged against the


benefits falling due after adjustment.












CONTRACT







     The Contract is issued in consideration of the Application and payment of


the first Purchase Payment. The Contract and the Application, a copy of which is


attached, constitute the entire Contract. All statements made in the Application


will, in the absence of fraud, be deemed representations and not warranties, and


no statement will void the Contract or be used in defense to a claim under the


Contract unless it is contained in the Application and a copy of the Application


is attached at issue. Only the President, a Vice President, the Actuary or the


Secretary of the Company has authority to agree on behalf of the Company to any


alteration of the Contract or to any waiver of the rights or requirements of the


Company.







CURRENCY







     All amounts due under the Contract are payable in United States Dollars,


lawful money of the United States of America.







DETERMINATION OF VALUES







     The method of determination by the Company of the Net Investment Factor


and the number and value of Accumulation Units and Annuity Units shall be


conclusive upon the Owner, the Participant, any Payee and any Beneficiary.







DISCONTINUANCE OF NEW PARTICIPANTS







     The Company, by giving thirty (30) days' prior written notice to the


Owner, may limit or discontinue the acceptance of new Participant Enrollment


Forms under this Contract. Such limitation or discontinuance shall have no


effect on rights or benefits with respect to any Participant Account established


prior to the effective date of such limitation or discontinuance.







GUARANTEES







     Subject to the Net Investment Factor provision, the Company guarantees


that the dollar amount of Variable Annuity payments made during the lifetime of


the Payee(s) will not be adversely affected by the actual mortality experience


of the Company or by the actual expenses incurred by the Company in excess of


the expense deductions provided for in this and other Contracts providing


benefits which vary in accordance with the investment performance of the


Sub-Accounts.







INCONTESTABILITY







     This Contract is incontestable.







MODIFICATION







     Upon notice to the Owner, or the Payee(s) during the annuity period, the


Contract may be modified by the Company, but only if such modification: (i) is


necessary to make the Contract or the Variable Account comply with any law or


regulation issued by a governmental agency to which the Company or the Variable


Account is subject or; (ii) is necessary to assure continued qualification of


the Contract under Internal Revenue Code or other federal or state laws relating


to retirement annuities or annuity contracts or; (iii) is necessary to reflect a


change in the operation of the Variable Account or the Sub-Account(s); or (iv)


provides additional Variable Account and/or fixed accumulation options. In the


event of any such modification, the Company may make appropriate endorsement in


this Contract to reflect the modification.







     In addition, upon notice to the Owner the Contract may be modified by the


Company to change the withdrawal charges, Account Fees, mortality and expense


risk charges, the tables used in determining the amount of the first monthly


Variable Annuity and Fixed Annuity payments and the formula used to calculate 


the Market Value Adjustment provided that such modification shall apply only 


to Participant Accounts established after the effective date of any such 


modification. The Company shall provide the Owner with sixty (60) days' prior 


written notice of any such modification. All of the charges and the annuity 


tables which are provided in the Contract prior to any such modification 


will remain in effect permanently, unless improved by the Company, with 


respect to Participant Accounts established prior to the effective date of 


such modification.







NONPARTICIPATING







     The Contract is nonparticipating and will not share in any surplus


earnings of the Company.







PAYMENTS BY THE COMPANY







     All sums payable by the Company pursuant to the Contract are payable only


at its Executive Office or such other place as may be designated by the Company.


The Company may require surrender of the Contract upon final payment of all sums


payable by the Company pursuant to the Contract.







PROOF OF AGE







     The Company shall have the right to require evidence of the age of any


Payee under Annuity Options A, B and C prior to the Annuity Commencement Date.







SPLITTING UNITS







     The Company reserves the right to split or combine the value of the


Variable Accumulation Units, Fixed Accumulation Units, Annuity Units or any of


them. In effecting any such change of unit values, strict equity will be


preserved and any change will have no material effect on the benefits or other


provisions of this Contract.







QUALIFIED PLAN PROVISIONS







(1) Special Provisions applicable to Individual Retirement Annuities, Simplified


Employee Pension Individual Retirement Annuities, Terminal Funding Annuities and


Internal Revenue Code Section 403(b) Tax Sheltered Annuities.







     The following special provisions shall apply and take precedence over


contrary Contract provisions if the Application for this Contract indicates it


is a Qualified Contract to be issued; (a) as an Individual Retirement Annuity


under Section 408(b) of the Internal Revenue Code; (b) as a Simplified Employee


Pension Individual Retirement Annuity under Section 408(b) of the Internal


Revenue Code; (c) as a "Terminal Funding" Annuity; or (d) as a Tax Sheltered


Annuity under Section 403(b) of the Internal Revenue Code:







          (a) The Owner and Annuitant of this Contract is the participant in


     the applicable retirement plan.







          (b) The Annuitant's entire interest in this Contract is nonforfeitable.







          (c) This Contract is amended as follows:







               (i) Any payments under Annuity Option A, if applicable, shall


          be measured only by the life of the Annuitant.







               (ii) Any payments under Annuity Option B, if applicable, shall


          be made only to the Annuitant and Beneficiary of the Annuitant and


          the guaranteed period of payment shall not exceed the life


          expectancy of the Annuitant at the time the first payment is due.







(2) Special Provisions applicable to Individual Retirement Annuities and


Simplified Employee Pension Individual Retirement Annuities.







     The following provisions shall apply, in addition to those previously set


forth herein, and shall take precedence over contrary Contract provisions, if


the Application for this Contract indicates this Contract is to be issued as an


Individual Retirement Annuity under Section 408(b) of the Internal Revenue Code,


or as a Simplified Employee Pension Individual Retirement Annuity under Section


408(k) of the Internal Revenue Code:







          (a) Except in the case of a rollover contribution (Internal Revenue


      Code Section 408(d)(3)) the total annual Purchase Payments will not exceed


      the dollar limitation for an Individual Retirement Annuity or a Simplified


      Employee Pension Individual Retirement Annuity. For an Individual


      Retirement Annuity, such dollar limitation shall not exceed an amount


      equal to 100% of the compensation includable in an Annuitant's gross


      income for any taxable year or $2,000, whichever is less, or the then


      applicable limitation. For a Simplified Employee Pension Individual


      Retirement Annuity, such dollar limitation shall not exceed an amount


      equal to 15% of the compensation (not to exceed $200,000) includable in an


      Annuitant's gross income for any taxable year or $30,000, whichever is


      less, or the then applicable limitation. In the case of a self-employed


      individual participating in these plans, the term "compensation" means


      earned income as defined in Section 401(c)(2) of the Internal Revenue


      Code.







          (b) The Annuity Commencement Date shall be no later than April 1 of


      the calendar year following the calendar year in which the Annuitant


      attains age 70 1/2.







          (c) Except in the case of the Annuitant's death or disability (as


      defined in Section 72(m) of the Internal Revenue Code) or attainment of


      age 59 1/2, before the Company makes any payment under the terms of this


      Contract, the Annuitant must furnish the Company with a declaration of the


      Annuitant's intention as to the disposition of the amount to be paid.







          (d) The entire interest of the Annuitant will be distributed to the


      Annuitant or will begin to be distributed not later than April 1 of the


      calendar year following the calendar year in which the Annuitant attains


      age 70 1/2, over the life of such Annuitant or the lives of such Annuitant


      and the Annuitant's Beneficiary, in equal or substantially equal amounts,


      or a period not extending beyond the life expectancy of such Annuitant and


      the Annuitant's Beneficiary, in equal or substantially equal amounts.


      However, if the Joint and Survivor Annuity, as described in the Contract,


      is elected, such substantially equal payments will be reduced by the


      appropriate percentage at the death of the first spouse.







          (e) If the death of the Annuitant occurs before the Annuity


      Commencement Date, the Death Benefit shall be distributed to the


      Beneficiary within five (5) years after the Annuitant's death, except to


      the extent that a Beneficiary elects to receive an Annuity Option in


      accordance with (i) or (ii) below:







               (i) Payments to the Beneficiary must commence under either


            Annuity Option A, B or D no later than one (1) year after the


            Annuitant's death (or such later date as the Secretary of the


            Treasury may prescribe by reguations) and be made over the life of


            the Beneficiary or over a period not extending beyond the life


            expectancy of such Beneficiary.







               (ii) If the Beneficiary is the surviving spouse, the date


            payments are required to commence in accordance with (i) above shall


            not be earlier than the date on which the Annuitant would have


            attained age 70 1/2, and if the spouse dies before payments


            commence, subsequent payments shall be made as if the spouse had


            been the Annuitant.







     If the death of the Annuitant occurs on or after the Annuity Commencement


Date, the Company will pay the Beneficiary any remaining payments under any


Annuity Option then in effect as they become due.







(3) Special Provisions applicable to Internal Revenue Code Section 401(a),


401(k) and 403(a) pension and profit sharing plans.







     The following special provisions shall apply and shall take precedence


over contrary Contract provisions, if the Application for this Contract is to be


issued in connection with a retirement plan qualified under Section 401 or


Section 403(a) of the Internal Revenue Code:







          (a) The Annuitant shall be the applicable participant under the plan


      and the Owner of the Contract shall be the Trustee of the plan (or, with


      respect to Section 403(a) plans, the employer or the Annuitant).







          (b) If the death of the Annuitant occurs before the Annuity


      Commencement Date, the Death Benefit shall be paid to the trustee of the


      plan (or, with respect to Section 403(a) plans, to the employer) to be


      disposed of in accordance with the terms thereof. If the trustee of the


      plan is the First National Bank of Boston ("Bank of Boston"), Bank of


      Boston shall pay the Death Benefit to the Annuitant's designated


      beneficiary at the direction of the employer or the plan administrator.







          (c) An annuity shall be paid under Annuity Option C, with the


      continuing benefit of the Annuitant's spouse established at fifty percent


      (50%), unless the trustee or the plan administrator directs the Company to


      provide an annuity under such other settlement option as may be agreed to


      by the Company.







          (d) To the fullest extent permitted by law, none of the benefits,


      payments or proceeds of the Contract shall be subject to any claim or


      legal process by a creditor of the Annuitant or of the Beneficiary or in


      any way alienated, commuted or assigned by the Annuitant or by the


      Beneficiary.







          (e) The Annuity Commencement Date shall be no later than April 1 of


      the calendar year following the later of the calendar year in which the


      Annuitant attains age 70 1/2 or, in the case of an Annuitant other than a


      five (5) percent owner, the calendar year in which the Annuitant retires.







          (f) The entire interest of the Annuitant will be distributed to the


      Annuitant or will begin to be distributed, not later than the Annuity


      Commencement Date required by the preceding paragraph, over the life of


      such Annuitant or the lives of such Annuitant and the Annuitant's


      Beneficiary, in equal or substantially equal amounts, or a period not


      extending beyond the life expectancy of such Annuitant and the Annuitant's


      Beneficiary, in equal or substantially equal amounts. However, if the


      Joint and Survivor Annuity, as described in the Contract, is elected, such


      substantially equal payments will be reduced by the appropriate percentage


      at the death of the first spouse.







          (g) If the death of the Annuitant occurs before the Annuity


      Commencement Date, the Death Benefit shall be distributed to the


      Beneficiary within five (5) years after the Annuitant's death, except to


      the extent that a Beneficiary elects to receive an Annuity Option in


      accordance with (i) or (ii) below:







               (i) Payments to the Beneficiary must commence under Annuity


            Option A, B or D no later than one (1) year after the Annuitant's


            death (or such later date as the Secretary of the Treasury may


            prescribe by regulations) and be made over the life of the


            Beneficiary or over a period of not extending beyond the life


            expectancy of such Beneficiary.







               (ii) If the Beneficiary is the surviving spouse, the date


            payments are required to commence in accordance with (i) above shall


            not be earlier than the date on which the Annuitant would have


            attained age 70 1/2, and if the spouse dies before payments


            commence, subsequent payments shall be made as if the spouse had


            been the Annuitant.







If the death of the Annuitant occurs on or after the Annuity Commencement Date,


the Company will pay the Beneficiary any remaining payments under any Annuity


Option then in effect as they become due.







(4) Special Provisions applicable to Terminal Funding Annuitites.







     In addition to the special provisions previously set forth, if the


Contract was purchased by a trustee/custodian and distributed to an individual


as a "Terminal Funding" Annuity, in the event of a partial withdrawal of the


Contract's Accumulation Account Value, redeposits will not be permitted.







(5) The words "life expectancy" as used above shall mean expectation of life as


determined according to the individual mortality tables in use by the Company as


of the date on which the first annuity payment is due.







(6) All of the foregoing provisions are irrevocable unless this Contract is


amended from time to time as required to reflect any change in the Internal


Revenue Code, Internal Revenue Service regulations, published revenue rulings or


applicable case law.







NON-QUALIFIED PLAN PROVISIONS







     The following special provisions shall apply and take precedence over


contrary Contract provisions if this Contract is a Non-Qualified Contract:







          (1) If the Participant or other holder of a Certificate dies on or


      after the Annuity Commencement Date and before the entire interest in such


      Certificate has been distributed, the remaining portion of such interest


      must be distributed at least as rapidly as under the method of


      distribution being used on the date of such Annuitant's or other holder's


      death, unless a different method of distribution is permitted under


      Section 72(s) of the Internal Revenue Code.







          (2) If the Participant or other holder of a Certificate dies before


      the Annuity Commencement Date, the entire interest in such Certificate


      must be distributed within five (5) years after the death of such


      Participant or other holder, unless a different method of distribution is


      permitted under Section 72(s) of the Internal Revenue Code.































  





  











  








SUNLIFE


OF CANADA (U.S.)


SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)


A Wholly-Owned Subsidiary of Sun Life Assurance Company of Canada












EXECUTIVE OFFICE:             HOME OFFICE:           ANNUITY SERVICE MAILING ADDRESS


One Sun Life Executive Park   Wilmington, Delaware   Sun Life Annuity Service Center


Wellesley Hills, Massachusetts 02181                 P.0. Box 1024


                                                     Boston, Massachusetts 02103

























































FLEXIBLE PAYMENT DEFERRED COMBINATION VARIABLE AND FIXED GROUP ANNUITY CONTRACT


SUN LIFE OF CANADA (U.S.) VARIABLE ACCOUNT D


NONPARTICIPATING



























ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT WHEN BASED ON THE INVESTMENT


EXPERIENCE OF A VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO


DOLLAR AMOUNT












CONT/CG-86







                                                                          SL 315






  





  











  








SUNLIFE


OF CANADA (U.S.)


SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)


A Wholly-Owned Subsidiary of Sun Life Assurance Company of Canada












EXECUTIVE OFFICE:               HOME OFFICE:         SUN LIFE ANNUITY SERVICE CENTER


One Sun Life Executive Park     Wilmington, Delaware P.0. Box 1024


Wellesley Hills, Massachusetts 02181                 Boston, Massachusetts 02102-9933
































C[LOGO]OMPASS-G-TM-
































     This is the Certificate which evidences the interest of the Participant


named in the attached Certificate Specifications page in the Combination


Fixed/Variable Group Annuity Contract ("Contract") issued by Sun Life Assurance


Company of Canada (U.S.) ("the Company"). This Certificate is not a contract but


you should keep it and the documents that the Company has attached to it in a


safe place, so that you can refer to them when you need to. You will want to


file with it any notices which are sent to you about the Contract. If you have


any questions, contact the Owner of the Contract at the above address.







     Attached to this Certificate is a copy of the Contract which has been


issued to the Owner. Also attached is a copy of the Participant Enrollment Form


and the Certificate Specifications page applicable to this Certificate.







     Subject to the provisions of the Contract, the Company will pay the


benefits described therein to the person(s) entitled to them.












 /s/ Donald A. Stewart                          /s/ Margaret Sears Mead







     Donald A. Stewart                              Margaret Sears Mead


     President                                      Secretary



























CERTIFICATE FOR


COMBINATION FIXED/VARIABLE GROUP ANNUITY CONTRACT


ISSUED BY


SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)












ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT WHEN BASED ON THE INVESTMENT


EXPERIENCE OF A VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO


DOLLAR AMOUNT

















CERT/CG-86                                                      SL 312 Rev. 5/96