Exhibit
4(a)


 





 


Birmingham, Alabama


(A Stock Insurance Company)


 


INDIVIDUAL
FLEXIBLE PREMIUM DEFERRED FIXED AND VARIABLE ANNUITY CONTRACT


(Non-Participating)


 


Protective Life and
Annuity Insurance Company agrees to provide the benefits described in this Contract.
The Contract alone governs the rights of the parties.


 


THIS IS A
VARIABLE ANNUITY CONTRACT


 


The
benefits available under this Contract, including the Contract Value, death
benefit and annuity income payments, when based on the investment experience of
the separate account, are variable. They will increase and decrease as a result
of fluctuations in the net investment factor described on page 13 of the
Contract. There is no minimum value guarantee for amounts allocated to the
separate account.


 


Variable
annuity income payments are determined by the Annuity Unit Value(s) of the
Sub-Account(s) you select and will increase or decrease as a result of
fluctuations in the net investment factor above or below the Assumed Investment
Return of 5%, as described on pages 16 and 17 of the Contract.


 


The
explicit charges assessed against the separate account are described on the
Schedule.


 


YOU HAVE THE RIGHT TO RETURN THIS CONTRACT


 


You
may cancel this Contract within ten (10) days after you receive it by returning
the Contract to our Administrative Office or to the Agent who sold it to you
with a written request for cancellation. Return of this Contract by mail is
effective on being post-marked and properly addressed with postage paid. We
will promptly return the Contract Value plus any amount deducted from the
Purchase Payments or the Contract Value. This may be more or less than the
Purchase Payments. If this Contract replaced a life insurance policy or another
annuity contract, you may cancel this Contract within sixty (60) days after you
receive it.


 




	
  

  	
   

  	
   

  	
  

  	
   

  
	
   

  	
  {
  Wayne E. Stuenkel

  	
   

  	
   

  	
   

  	
  {
  Deborah J. Long

  	
   

  
	
   

  	
  President }

  	
   

  	
   

  	
   

  	
  Secretary }

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


THIS IS A
LEGALLY BINDING CONTRACT - READ IT CAREFULLY


 


Administrative Office:


PROTECTIVE LIFE AND ANNUITY INSURANCE COMPANY


{ P. O. Box
10648


Birmingham, Alabama 35202-0648


(800) 456-6330 }


 

















 


This Page
Intentionally left blank.


 

















 


SCHEDULE


 


	
  CONTRACT
  NUMBER

  	
   

  	
  EFFECTIVE
  DATE

  
	
  { AFVA-000000001 }

  	
   

  	
  { May 1, 2008 }

  
	
   

  	
   

  	
   

  
	
  OWNER
  1

  	
   

  	
  BIRTH
  DATE OF OWNER 1

  
	
  { John C. Doe }

  	
   

  	
  { March 30, 1953 }

  
	
   

  	
   

  	
   

  
	
  OWNER
  2

  	
   

  	
  BIRTH
  DATE OF OWNER 2

  
	
  { Mary F. Doe }

  	
   

  	
  { April 15, 1958 }

  
	
   

  	
   

  	
   

  
	
  ANNUITANT

  	
   

  	
  BIRTH
  DATE OF ANNUITANT

  
	
  { John C. Doe }

  	
   

  	
  { March 30, 1953 }

  
	
   

  	
   

  	
   

  
	
  BENEFICIARY

  	
   

  	
  ANNUITY
  COMMENCEMENT DATE

  
	
  As contained in our
  records

  	
   

  	
  { March 30, 2048 }

  



 


INITIAL PURCHASE PAYMENT:
{ $100,000.00 }


 


LATEST
AGE FOR PURCHASE PAYMENTS: { 85 }


 


{ ANNUAL
BONUS: { 0.25% } on the { 8th
} Contract Anniversary, and on each
Contract Anniversary thereafter to the Annuity Commencement Date. }


 


MINIMUM
GUARANTEED INTEREST RATE FOR THE GUARANTEED ACCOUNT: {
3.00% }


 


ANNUAL
EFFECTIVE INTEREST RATES ON THE EFFECTIVE DATE:


FIXED
ACCOUNT - { 3.00% }


DCA
FIXED ACCOUNT 1 - { 4.00% }


DCA
FIXED ACCOUNT 2 - { 3.50% }


 


MORTALITY
AND EXPENSE RISK CHARGE


{ 0.95% } per annum.


 


ADMINISTRATION
CHARGE


{ 0.10% } per annum.


 


DEATH BENEFIT


{ Return of
Purchase Payments }


 


DEATH BENEFIT COST CALCULATION
METHOD


{ CoverPay® - A  Benefit Based
Fee }


 


{ CONTRACT MAINTENANCE FEE: $30


The contract maintenance
fee is deducted prior to the Annuity Commencement Date on each Contract
Anniversary, and on any day that the Contract is surrendered other than the
Contract Anniversary. The contract maintenance fee will be deducted from the
Allocation Options in the same proportion as their values are to the Contract
Value. The contract maintenance fee will be waived by the Company in the event
the Contract Value or the aggregate Purchase Payments reduced by surrenders
equals or exceeds $50,000 on the date the contract maintenance fee is to be
deducted. }


 


{  TRANSFER FEE


$25 per transfer in
excess of 12 transfers in any Contract Year. }


 


3

















 


SURRENDER
CHARGE


 


	
  Number of Full Years Elapsed Between

  the Date the Purchase Payment was applied to

  the Contract and the Surrender Date

  	
   

  	
  Surrender Charge Percentage

  	
   

  
	
  0

  	
   

  	
  7

  	
  %

  
	
  1

  	
   

  	
  6

  	
  %

  
	
  2

  	
   

  	
  6

  	
  %

  
	
  3

  	
   

  	
  5

  	
  %

  
	
  4

  	
   

  	
  4

  	
  %

  
	
  5

  	
   

  	
  3

  	
  %

  
	
  6

  	
   

  	
  2

  	
  %

  
	
  7+

  	
   

  	
  0

  	
  %

  



 


ALLOCATION
OPTIONS AVAILABLE ON THE EFFECTIVE DATE


 


Protective
Life Guaranteed Account


 


Fixed Account


DCA Fixed Account 1


DCA Fixed Account 2


 


Protective Variable Annuity
Account A


 


{
Fidelity


VIP Contrafund® Service Class 2


VIP Equity-Income Service Class 2


VIP Growth Service Class 2


VIP Index 500 Service Class 2


VIP Investment Grade Bond
Service Class 2


VIP Mid Cap Service Class 2


 


Franklin
Templeton


Franklin Flex Cap Growth
Class 2


Franklin Income Class 2


Franklin Rising Dividends
Class 2


Franklin Small-Mid Cap
Growth Class
2


Franklin U. S. Government
Class 2


Mutual Shares Class 2


Templeton Foreign Class 2


Templeton Global Income
Securities Class
2


Templeton Growth Class 2


 


Goldman
Sachs


Capital Growth


Growth and Income


Strategic International
Equity


Structured Small Cap
Equity


Structured U. S. Equity


 


Lord
Abbett


America’s Value


Bond-Debenture


Growth and Income


Growth Opportunities


Mid-Cap Value


 


MFS Investment
Management


Emerging Growth Service Class


Investors Growth Stock Service Class


Investors Trust Service Class


New Discovery Service Class


Research Service Class


Total Return Service Class


Utilities Service Class


 


OppenheimerFunds


Capital Appreciation Service Class


Global Securities Service Class


High Income Service Class


Main Street® Service Class


MidCap Service Class


Money


Strategic Bond Service Class


 


Van
Kampen


Aggressive Growth Class II


Comstock Class II


Enterprise Class II


Government Class II


Growth and Income Class II


Strategic Growth Class II


UIF Equity and Income Class II  }


 


4

















 


TABLE OF
CONTENTS


 


	
  DEFINITIONS

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  PARTIES TO THE CONTRACT

  	
   

  	
  8

  
	
  Company

  	
   

  	
  8

  
	
  Owner

  	
   

  	
  8

  
	
  Change
  of Owner

  	
   

  	
  8

  
	
  Beneficiary

  	
   

  	
  8

  
	
  Change
  of Beneficiary

  	
   

  	
  8

  
	
  Annuitant

  	
   

  	
  8

  
	
  Change
  of Annuitant

  	
   

  	
  8

  
	
  Payee

  	
   

  	
  9

  
	
   

  	
   

  	
   

  
	
  GENERAL PROVISIONS

  	
   

  	
  9

  
	
  Entire
  Contract

  	
   

  	
  9

  
	
  Modification
  of Contract

  	
   

  	
  9

  
	
  Incontestability

  	
   

  	
  9

  
	
  Assignment

  	
   

  	
  9

  
	
  Written
  Notice

  	
   

  	
  9

  
	
  Error
  in Age or Gender

  	
   

  	
  9

  
	
  Settlement

  	
   

  	
  9

  
	
  Receipt
  of Payment

  	
   

  	
  10

  
	
  Protection
  of Proceeds

  	
   

  	
  10

  
	
  Premium
  Tax

  	
   

  	
  10

  
	
  Non-Participating

  	
   

  	
  10

  
	
  Minimum
  Values

  	
   

  	
  10

  
	
  Application
  of Law

  	
   

  	
  10

  
	
  Reports

  	
   

  	
  10

  
	
   

  	
   

  	
   

  
	
  PURCHASE PAYMENTS

  	
   

  	
  10

  
	
  Purchase
  Payments

  	
   

  	
  10

  
	
  Allocation
  of Purchase Payments

  	
   

  	
  10

  
	
  No
  Default

  	
   

  	
  10

  
	
   

  	
   

  	
   

  
	
  VARIABLE ACCOUNT

  	
   

  	
  11

  
	
  General
  Description

  	
   

  	
  11

  
	
  Sub-Accounts
  of the Variable Account

  	
   

  	
  11

  
	
  Variable
  Account Value

  	
   

  	
  12

  
	
  Accumulation
  Unit Values

  	
   

  	
  12

  
	
   

  	
   

  	
   

  
	
  TRANSFERS

  	
   

  	
  13

  
	
  Transfers

  	
   

  	
  13

  
	
  Dollar
  Cost Averaging

  	
   

  	
  13

  



 


5

















 


	
  SURRENDERS

  	
   

  	
  14

  
	
  Full
  and Partial Surrenders

  	
   

  	
  14

  
	
  Penalty
  Free Surrender

  	
   

  	
  14

  
	
  Determining
  the Surrender Charge

  	
   

  	
  14

  
	
  Suspension
  or Delay in Payment of Surrender

  	
   

  	
  14

  
	
   

  	
   

  	
   

  
	
  DEATH BENEFIT

  	
   

  	
  15

  
	
  Death
  of an Owner

  	
   

  	
  15

  
	
  Death
  of the Annuitant

  	
   

  	
  15

  
	
  Death
  Benefit

  	
   

  	
  15

  
	
  Payment
  of the Death Benefit

  	
   

  	
  15

  
	
  Suspension
  of Payment

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  ANNUITIZATION

  	
   

  	
  16

  
	
  Annuity
  Commencement Date

  	
   

  	
  16

  
	
  Annuity
  Income Payments

  	
   

  	
  16

  
	
  Fixed
  Income Payments

  	
   

  	
  16

  
	
  Variable
  Income Payments

  	
   

  	
  16

  
	
  Annuity
  Unit Values

  	
   

  	
  17

  
	
  Selection
  of Annuity Option

  	
   

  	
  17

  
	
  Annuity
  Options

  	
   

  	
  17

  
	
  Minimum
  Amounts

  	
   

  	
  18

  
	
  Guaranteed
  Purchase Rates

  	
   

  	
  18

  
	
   

  	
   

  	
   

  
	
  FIXED ANNUITY TABLES

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  VARIABLE ANNUITY TABLES

  	
   

  	
  19

  



 


6

















 


DEFINITIONS


 


Accumulation Unit:
A unit of measure used to calculate the value of a Sub-Account prior to the
Annuity Commencement Date.


 


Age: The age of
a person on her or his last birthday.


 


Allocation Option:
Any account to which Purchase Payments may be allocated or Contract Value
transferred under this Contract.


 


Annuity Commencement Date:
The date as of which the Contract Value, less applicable premium tax, is
applied to an Annuity Option.


 


Annuity Option:
The payout option pursuant to which the Company makes annuity income payments.


 


Annuity Unit: A
unit of measure used to calculate the amount of the variable income payments.


 


Assumed Investment Return:
The assumed annual rate of return used to calculate the amount of the variable
income payments.


 


Contract Anniversary:
The same month and day as the Effective Date in each subsequent year the
Contract is in force.


 


Contract Value:
Prior to the Annuity Commencement Date, the Variable Account value attributable
to this Contract.


 


Contract Year:
Any period of 12 months commencing with the Effective Date or any Contract Anniversary.


 


Effective Date:
The date as of which the initial Purchase Payment is credited to the Contract
and the date the Contract takes effect. It is shown on the Schedule.


 


Fund: Any
investment portfolio in which a corresponding Sub-Account invests.


 


Purchase Payment:
The amount(s) paid by the Owner and accepted by the Company as consideration
for the Contract.


 


Sub-Account: A
separate division of the Variable Account.


 


Valuation Day:
Each day on which the New York Stock Exchange is open for business.


 


Valuation Period:
The period which begins at the close of regular trading on the New York Stock
Exchange on any Valuation Day and ends at the close of regular trading on the
next Valuation Day.


 


7

















 


Variable Account:
The Variable Annuity Account A, a separate investment account of Protective
Life.


 


Written Notice:
A notice or request submitted in writing in a form satisfactory to the Company
that is received at the Company’s administrative office.


 


PARTIES
TO THE CONTRACT


 


Company -
Protective Life and Annuity Insurance Company, also referred to as “Protective
Life”, “we”, “us” and “our”.


 


Owner - The
person or persons who own the Contract and are entitled to exercise all rights
and privileges provided in the Contract. A Contract may be issued to no more
than two Owners. Individuals as well as non-natural persons, such as
corporations or trusts, may be Owners. The Owner is referred to as “you” and “your”.


 


Change of Owner - The
Owner may be changed by Written Notice provided: (a) the new Owner’s Age would
not have prevented a purchase of this Contract, including any attached optional
benefit rider, on the Effective Date; and, (b) the new Owner attains Age 95 on
or after the Annuity Commencement Date.


 


Beneficiary - The
person or persons who may receive the benefits of this Contract upon the death
of an Owner.


 


Primary
- The Primary Beneficiary is the surviving Owner, if any. If there is no
surviving Owner, the Primary Beneficiary is the person or persons designated by
the Owner and named in our records.


 


Contingent
- The Contingent Beneficiary is the person or persons designated by the Owner
and named in our records to be Beneficiary if the Primary Beneficiary is not
living.


 


If no Beneficiary
designation is in effect or if no Beneficiary is living at the time of an Owner’s
death, the Beneficiary will be the estate of the deceased Owner. If an Owner
dies on or after the Annuity Commencement Date, the Beneficiary will become the
new Owner.


 


Change of Beneficiary -
Unless designated irrevocably, you may change the Beneficiary by Written Notice
prior to the death of any Owner. An irrevocable Beneficiary is one whose
written consent is needed before you can change the Beneficiary designation or
exercise certain other rights.


 


Annuitant - The
person or persons on whose life annuity income payments may be based. Owner 1
is the Annuitant unless the Owner designates another person as the Annuitant.


 


Change of Annuitant -
You may change the Annuitant by Written Notice prior to the Annuity
Commencement Date. However, if any Owner is not an individual the Annuitant may
not be changed. You may not designate an Annuitant who attained Age 86 on or
before the Effective Date or who will attain Age 95 earlier than the Annuity
Commencement Date in effect when the change of Annuitant is requested.


 


8

















 


Payee - The
person or persons designated by the Owner to receive the annuity income
payments under the Contract. The Annuitant is the Payee unless you designate
another party as the Payee. You may change the Payee at any time.


 


GENERAL
PROVISIONS


 


Entire Contract - This
Contract and its attachments including the copy of your application and any
endorsements and amendments, constitute the entire agreement between you and us.
All statements in the application shall be considered representations and not
warranties.


 


Modification of the Contract - No
one is authorized to modify or waive any term or provision of this Contract
unless we agree to the modification or waiver in writing and it is signed by
our President, Vice-President or Secretary. We reserve the right to change or
modify the provisions of this Contract to conform to any applicable laws, rules
or regulations issued by a government agency, or to assure continued
qualification of the Contract as an annuity contract under the Internal Revenue
Code. We will send you a copy of the endorsement that modifies the Contract,
and will obtain all necessary regulatory approvals.


 


Incontestability - We
will not contest this Contract after it is issued.


 


Assignment  - You have the right to assign your interest in this
Contract. We do not assume responsibility for the assignment. Any claim made
while the Contract is assigned is subject to proof of the nature and extent of
the assignee’s interest prior to payment.


 


Written Notice - All
instructions under this Contract, and all requests to change or assign it must
be by Written Notice. The Written Notice is effective as of the date it was
signed, however, we are not responsible for following any instruction or making
any change or assignment before we actually receive the Written Notice.


 


Error in Age or Gender - When
a Contract benefit, charge or fee is contingent upon any person’s Age or
gender, we may require proof of such. We may suspend payments until proof is
provided. When we receive satisfactory proof, we will make the payments that
were due during the period of suspension. Where the use of unisex mortality
rates is required, we will not determine or adjust benefits or fees based upon
gender.


 


If after proof of Age and
gender (where applicable) is provided, it is determined that the information
you furnished was not correct, we will adjust the benefits, charges and fees to
those that would result based upon the correct information. After the
adjustment, if we owe you we will pay the amount in a lump sum. If the error
resulted in an overpayment or undercharge, we will deduct that amount from the
Contract Value or may adjust any current or future payment due under the
Contract. Amounts owed to either you or us will bear interest at an annual
effective interest rate of 3%.


 


Settlement -
Benefits due under this Contract are payable from our administrative office and
may be applied to any option we offer for such payments at the time the
election is made. Unless directed otherwise by Written Notice, we will make
payments according to the instructions contained in our records at the time the
payment is made. We shall be discharged from all liability for payment to the
extent of any payments we make.


 


9

















 


Receipt of Payment -
If any Owner, Annuitant, Beneficiary or Payee is incapable of giving a valid
receipt for any payment, we may make such payment to whomever has legally
assumed her or his care and principal support. Any such payment shall fully
discharge us to the extent of that payment.


 


Protection of Proceeds - To
the extent permitted by law and except as provided by an assignment, no
benefits payable under this Contract will be subject to the claims of
creditors.


 


Premium Tax -
Premium tax will be deducted, if applicable. Premium tax may be deducted from
the Purchase Payment(s) when accepted, from the Contract Value upon a full or
partial surrender, from the death benefit, or amounts applied to an Annuity
Option.


 


Non-Participating - This
Contract does not share in our surplus or profits, or pay dividends.


 


Minimum Values - The
values available under the Contract are at least equal to the minimum values
required by the state where the Contract is delivered.


 


Application of Law - The
provisions of the Contract are to be interpreted in accordance with the laws of
the state in which it is delivered, the Internal Revenue Code and applicable
regulations.


 


Reports - At
least annually prior to the Annuity Commencement Date, we will send to you at
the address contained in our records a report showing your current Contract
Value and any other information required by law as of a date not more than 31
days prior to the mailing date.


 


PURCHASE
PAYMENTS


 


Purchase Payments -
All Purchase Payments are payable at our administrative office. They shall be
made by check payable to Protective Life and Annuity Insurance Company or by
any other method we deem acceptable. Your initial Purchase Payment is shown on
the Schedule.


 


Generally, we will accept
additional Purchase Payments until the oldest Owner’s or Annuitant’s Age
exceeds the “Latest Age for Purchase Payments” shown on the Schedule. The
minimum additional Purchase Payment we will accept is $100. The maximum
aggregate Purchase Payment(s) we will accept without prior administrative
office approval is $1,000,000. We reserve the right not to accept any Purchase
Payment.


 


Allocation of Purchase Payments -
We allocate Purchase Payments according to the instructions
contained in our records at the time we accept the Purchase Payment at our
administrative office. Your initial allocation instructions are on the
application. You may change your allocation instructions at any time by Written
Notice. Allocations must be made in whole percentages.


 


No Default - You
are not required to make any additional Purchase Payments.


 


10

















 


VARIABLE
ACCOUNT


 


General Description - The
variable benefits under the Contract are provided through Variable Annuity
Account A, which is registered with the Securities and Exchange Commission as a
unit investment trust under the Investment Company Act of 1940. We own the
assets in the Variable Account. The portion of the assets of the Variable
Account equal to the reserves and other contract liabilities with respect to
the Variable Account are not chargeable with the liabilities arising out of any
other business we may conduct. The income, gains and losses, both realized and
unrealized, from the assets of the Variable Account shall be credited to or
charged against the Variable Account without regard to any other income, gains
or losses of the Company. We have the right to transfer to our general account
any assets of the Variable Account that are in excess of such reserves and
other liabilities.


 


Sub-Accounts of the Variable
Account - The Variable Account is divided into a series of
Sub-Accounts. The Sub-Accounts available on the Effective Date are listed on
the Schedule. Each Sub-Account invests in shares of a corresponding Fund. The
income, dividends, and gains, if any, distributed from the shares of a Fund
will be reinvested by purchasing additional shares of that Fund at its net
asset value.


 


When permitted by law, we
may:


 


(1)           create
new variable accounts;


 


(2)           combine
new variable accounts;


 


(3)           add
new Sub-Accounts to, or remove existing Sub-Accounts from the Variable Account,
or combine Sub-Accounts;


 


(4)           make
new Sub-Accounts or other Sub-Accounts available to such classes of the
Contracts as we may determine;


 


(5)           add
new Funds, or remove existing Funds;


 


(6)           substitute
a different Fund for any existing Fund if shares of a Fund are no longer
available for investment, or if we determine that investment in a Fund is no
longer appropriate in light of the purpose of the Variable Account;


 


(7)           deregister
the Variable Account under the Investment Company Act of 1940 if such
registration is no longer required;


 


(8)           operate
the Variable Account as a management investment company under the Investment
Company Act of 1940 or as any other form permitted by law;


 


(9)           make
any changes to the Variable Account or its operations as may be required by the
Investment Company Act of 1940 or other applicable law or regulations.


 


11

















 


The values and benefits
of this Contract provided by the Variable Account depend on the investment
performance of the Funds in which the Sub-Accounts invest. We do not guarantee
the investment performance of the Funds. You bear the full investment risk for
amounts allocated or transferred to the Sub-Accounts.


 


We reserve the right to
deduct taxes attributable to the operation of the Variable Account.


 


Variable Account Value -
At any time prior to the Annuity Commencement Date, the Variable Account value
is equal to:


 


(1)           Purchase Payments
allocated to the Variable Account; plus


 


(2)           other amounts applied
to the Variable Account; plus or minus


 


(3)           investment performance;
minus


 


(4)           the amount of any
surrenders removed from the Variable Account including applicable surrender
charges, if any; minus


 


(5)           other charges, fees and
premium tax deducted from the Variable Account.


 


The Variable Account
value equals the total of the Sub-Account values.


 


Amounts allocated to the
Variable Account are used to purchase Accumulation Units of one or more
Sub-Accounts. To calculate the value of a Sub-Account, we multiply the number
of Accumulation Units attributable to each Sub-Account by the Accumulation Unit
value for that Sub-Account as of the Valuation Period for which the value is
being determined.


 


Events that will result
in the cancellation of an appropriate number of Accumulation Units of a
Sub-Account include, but are not limited to:


 


(1)           transfers from a
Sub-Account;


 


(2)           a full or partial
surrender;


 


(3)           payment of the death
benefit;


 


(4)           annuitization;


 


(5)           deduction of charges,
fees or premium tax.


 


Accumulation Units will
be canceled as of the end of the Valuation Period during which the transaction
occurs.


 


Accumulation Unit Values - The
Accumulation Unit value for each Sub-Account on any Valuation Day is determined
by multiplying the Accumulation Unit value on the prior Valuation Day by the
net investment factor for the Valuation Period. The net investment factor is
used to measure the investment performance of a Sub-Account from one Valuation
Period to the next. A net investment factor is determined for each Sub-Account
for each Valuation Period. The net investment factor may be greater or less
than one, so the value of an Accumulation Unit can increase or decrease.


 


12

















 


The net investment factor
for any Sub-Account for any Valuation Period is determined by dividing (1) by
(2) and subtracting (3), where:


 


(1)          is
the result of:


 


a.      the net asset value per
share of the Fund held in the Sub-Account, determined at the end of the current
Valuation Period; plus


 


b.      the per share amount of any
dividend or capital gain distributions made by the Funds held in the
Sub-Account, if the “ex-dividend” date occurs during the current Valuation
Period.


 


(2)           is the net asset value
per share of the Fund held in the Sub-Account, determined at the end of the
most recent prior Valuation Period.


 


(3)           is a factor
representing the mortality and expense risk charge and the administration
charge for the number of days in the Valuation Period and a charge or credit
for any taxes attributed to the investment operations of the Sub-Account, as
determined by the Company.


 


TRANSFERS


 


Transfers - Prior
to the Annuity Commencement Date, you may instruct us to transfer amounts among
the Allocation Options. You must transfer at least $100 or, if less, the entire
amount in the Allocation Option each time you make a transfer. If after the
transfer the amount remaining in any of the Allocation Options from which the
transfer is made is less than $100, we may transfer the entire amount instead
of the requested amount. We may also limit the number of transfers to no more
than 12 per year. For each additional transfer over 12 during each Contract
Year, we may charge the transfer fee shown on the Schedule. The transfer fee,
if any, will be deducted from the amount being transferred. We will not honor
transfer requests when the transfer would be detrimental to any Fund, other
Owners or the Variable Account.


 


Dollar Cost Averaging - Prior
to the Annuity Commencement Date, you may instruct us by Written Notice to
systematically and automatically transfer, on a monthly or quarterly basis,
amounts from a Sub-Account into one or more different Sub-Accounts, except no
dollar cost averaging transfers may be made into the {
OppenheimerFunds Money } Sub-Account. Dollar
cost averaging transfers can be made on the 1st through the 28th
day of a month. We will continue dollar cost averaging transfers until the
earlier of:


 


(1)           the value of the
Sub-Account from which the transfers are being made is $0; or


 


(2)           you instruct us by
Written Notice to discontinue the transfers.


 


Transfers made to
facilitate dollar cost averaging will not count against the 12 transfers
allowed each Contract Year.


 


13

















 


SURRENDERS


 


Full and Partial Surrenders -
You may fully surrender your Contract any time prior to the Annuity
Commencement Date. You may request a partial surrender prior to the Annuity
Commencement Date provided the Contract Value remaining after the partial
surrender is at least equal to the
minimum amount required to purchase a Contract. The amount we pay upon a
full or partial surrender is equal to the Contract Value surrendered minus
applicable surrender charges, if any, fees and premium tax. We will make
partial surrenders pro-rata from the Allocation Options.


 


Penalty Free Surrender - During
the first Contract Year you may withdraw an amount equal to 10% of your initial
Purchase Payments without incurring a surrender charge. In any subsequent
Contract Year you may withdraw, without incurring a surrender charge, an amount
equal to the greatest of:


 


(1)           the earnings in your
Contract as of the prior Contract Anniversary, if any; or,


 


(2)           10% of cumulative
Purchase Payments as of the prior Contract Anniversary; or,


 


(3)           10% of the Contract
Value as of the prior Contract Anniversary.


 


This is called a ‘penalty
free surrender’. For the purpose of determining the penalty free surrender,
earnings equal the Contract Value on the prior Contract Anniversary minus
Purchase Payments not previously assessed with a surrender charge. Surrenders
in excess of the penalty free surrender in any Contract Year are subject to the
surrender charge.


 


Determining the Surrender Charge
- We calculate the surrender charge by first allocating
surrendered Contract Value in excess of any penalty free surrender to Purchase
Payments not previously assessed with a surrender charge using a “first-in,
first-out” (FIFO) basis. We then allocate any remaining surrendered Contract
Value pro-rata to these Purchase Payments. The surrender charge is the total of
each of the allocated amounts of surrendered Contract Value multiplied by its
applicable surrender charge percentage, as shown on the Schedule. If the
surrendered Contract Value exceeds any penalty free surrender and if no
surrendered Contract Value was allocated to Purchase Payments, the surrender
charge on the surrendered Contract Value is determined by applying the
surrender charge percentage associated with the most recent Purchase Payment we
accepted.


 


Suspension or Delay in Payment of
Surrender - The Company may suspend or delay the date of
payment of a partial or full surrender from the Variable Account value for any
period:


 


(1)           when
the New York Stock Exchange is closed; or


 


(2)           when
trading on the New York Stock Exchange is restricted; or


 


(3)           when
an emergency exists (as determined by the Securities and Exchange Commission)
as a result of which:


 


a.      the disposal of securities in the Variable
Account is not reasonably practical; or


 


14

















 


b.      it is not reasonably practical to determine
fairly the value of the net assets of the Variable Account; or


 


(4)           when
the Securities and Exchange Commission, by order, so permits for the protection
of security holders.


 


DEATH
BENEFIT


 


Death of an Owner - If
an Owner dies before the Annuity Commencement Date and while this Contract is
in force, we will pay the death benefit to the Beneficiary. If an Owner dies on
or after the Annuity Commencement Date, the Beneficiary will become the new
Owner and remaining payments must be distributed at least as rapidly as under
the Annuity Option in effect at the time of the Owner’s death.


 


Death of the Annuitant - If
the Annuitant is not an Owner and dies prior to the Annuity Commencement Date,
Owner 1 will become the new Annuitant unless you designate otherwise. If any
Owner is not an individual, we will treat the death of the Annuitant as a death
of an Owner.


 


Death Benefit -
The death benefit is the Contract Value as of the end of the Valuation Period
during which we receive due proof of death. Only one death benefit is payable
under this Contract, even though the Contract may, in some circumstances,
continue beyond an Owner’s death.


 


Payment of the Death Benefit - The
death benefit may be taken in one sum immediately and the Contract will
terminate. If the death benefit is not taken in one sum immediately, the entire
interest in the Contract must be distributed under one of the following
options:


 


(1)           the entire interest
must be distributed over the life of the Beneficiary, or over a period not
extending beyond the life expectancy of the Beneficiary, with distribution
beginning within one year of the deceased Owner’s death; or,


 


(2)           the entire interest
must be distributed within 5 years of the deceased Owner’s death.


 


If the Beneficiary is the
deceased Owner’s spouse, the surviving spouse may elect, in lieu of receiving
the death benefit, to continue the Contract and become the new Owner provided
the deceased Owner’s spouse meets all the requirements in the “Change of Owner”
provision. The surviving spouse may then select a new Beneficiary. Upon the
surviving spouse’s death, the Beneficiary may take the death benefit in one sum
immediately and the Contract will terminate. If not taken in one sum
immediately, the death benefit must be distributed to the Beneficiary according
to either paragraph (1) or (2), above.


 


If there is more than one
Beneficiary, the foregoing provisions apply to each Beneficiary individually.


 


15

















 


The death benefit
provisions of this Contract shall be interpreted to comply with the
requirements of §72(s) of the Internal Revenue Code. We will endorse this
Contract as necessary to conform to regulatory requirements. We will obtain all
necessary regulatory approvals and will send you a copy of the endorsement.


 


Suspension of Payment - Payment
of the death benefit may be suspended or delayed under the circumstances
described in the “Suspension or Delay in Payment of Surrender” provision.


 


ANNUITIZATION


 


Annuity Commencement Date -
On the Effective Date, the Annuity Commencement Date is the oldest Owner’s or
Annuitant’s 95th birthday and is shown on the Schedule. The Owner
may change the Annuity Commencement Date by Written Notice. The proposed Annuity Commencement Date must
be at least 30 days beyond the date we receive it and at least 1 year after the
Effective Date. You may not select an Annuity Commencement Date that
occurs after the oldest Owner or Annuitant attains Age 95 without our consent.


 


On the Annuity
Commencement Date, we apply the Contract Value, less any applicable premium
tax, to the Annuity Option you select and establish annuity income payments.


 


Annuity Income Payments -
You may elect to receive fixed income payments, variable income payments, or a
combination of both using the same Annuity Option and certain period.


 


Fixed Income Payments - Fixed
income payments are periodic payments from the Company to the designated Payee,
the amount of which is fixed and guaranteed by the Company. Fixed income
payments are not in any way dependent upon the investment experience of the
Variable Account.


 


Variable Income Payments - Variable
income payments are periodic payments from the Company to the designated Payee,
the amount of which varies from one payment to the next as a reflection of the
net investment experience of the Sub-Account(s) you select to support the
payments.


 


Using an Assumed
Investment Return of 5%, we determine the dollar value of a variable income
payment as of the Annuity Commencement Date. However, no payment is actually
made on that date. We then allocate that dollar amount among the Sub-Accounts
you selected to support your variable income payments. Based on the Annuity
Unit values of the selected Sub-Accounts on that date, we determine the number
of Annuity Units attributable to each Sub-Account. The number of Annuity Units
attributable to each Sub-Account remains constant unless there is a transfer of
Annuity Units between Sub-Accounts.


 


To calculate the amount
of each variable income payment, we multiply the number of Annuity Units
attributable to each Sub-Account by the Annuity Unit value for that Sub-Account
as of the Valuation Period on which the payment is being determined. We then
total results of these calculations for each Sub-Account.


 


16

















 


Annuity Unit Values - The
Annuity Unit value of each Sub-Account for any Valuation Period is equal to (1)
multiplied by (2) divided by (3) where:


 


(1)           is the net investment
factor for the Valuation Period for which the Annuity Unit value is being
calculated using the mortality and expense risk charge and the administration
charge shown on the Schedule;


 


(2)           is the Annuity Unit
value for the preceding Valuation Period; and


 


(3)           is a daily Assumed
Investment Return factor adjusted for the number of days in the Valuation
Period.


 


Neither the Company’s
actual expenses nor its mortality experience will adversely affect the dollar
amount of the variable income payments after they have commenced.


 


You may transfer Annuity
Units between Sub-Accounts. This is done by converting Annuity Units of a
Sub-Account into a dollar amount using the Annuity Unit value for that
Sub-Account on the Valuation Period during which the transfer occurs and
reconverting that dollar amount into the appropriate number of Annuity Units of
another Sub-Account using its Annuity Unit value for the same Valuation Period.
Thus, on the date of the transfer, the dollar amount of the portion of a
variable income payment generated from the Annuity Units of either Sub-Account
would be the same. For variable income payments, only one transfer between
Sub-Accounts is allowed in any calendar month.


 


Transfers involving fixed
income payments are not allowed.


 


Selection of Annuity Option -
You may select an Annuity Option, or change your selection by Written Notice
received by the Company not later than 30 days before the Annuity Commencement
Date. If you have not selected an Annuity Option within 30 days of the Annuity
Commencement Date, we will apply your Contract Value to fixed income payments
under Option B - Life Income with Payments for a 10 Year Certain Period.


 


Annuity Options -
You may select from among the following Annuity Options:


 


OPTION A - PAYMENTS FOR A
CERTAIN PERIOD: We will make income payments for the period you select from
among those available at the time you make your selection. Payments under this
Annuity Option do not depend on the life of an Annuitant. Fixed income payments
under Option A may not be surrendered, but you may surrender variable income
payments under Option A. No
certain period may be less than 10 years without our prior consent.


 


OPTION B - LIFE INCOME
WITH OR WITHOUT A CERTAIN PERIOD: Payments are based on the life of an
Annuitant. We reserve the right to demand proof that the Annuitant(s) is living
prior to making any income payment. If you include a certain period, we will
make payments for the lifetime of the Annuitant, with payments guaranteed for
the certain period you select. Payments stop at the end of the selected certain
period or when the Annuitant(s) dies, whichever is later. If no certain period
is selected, payments will stop upon the death of the Annuitant(s) no matter
how few or how many payments have been made. Neither fixed nor variable income
payments under Option B may be surrendered. No certain period may be less than 10 years
without our prior consent.


 


17

















 


ADDITIONAL OPTION: The
Contract Value, less applicable premium tax, may be used to purchase any
annuity we offer on the date this option is elected.


 


Minimum Amounts - If
your Contract Value is less than $2,000 on the Annuity Commencement Date, we
reserve the right to pay the Contract Value in one lump sum. If at any time
your annuity income payments are less than $20, we reserve the right to change
the frequency of your income payments to an interval that will result in a
payment amount at least equal to that amount.


 


Guaranteed Purchase Rates -
The guaranteed interest basis for fixed income payments, which is not
applicable to variable income payments, is 1.5%. The mortality basis is the
Annuity 2000 Mortality Table projected 4 years using the annual projection
factors associated with the 1983 Individual Annuitant Mortality Table. One year
will be deducted from the attained age of the Annuitant for every 3 completed
years beyond the year 2004. Upon request, we will furnish you the guaranteed
purchase rates for ages and periods not shown below. Annuity benefits available
on the Annuity Commencement Date will not be less than those provided by the
application of an equivalent amount to the purchase of a single premium
immediate annuity contract offered by us on the Annuity Commencement Date to
the same class of Annuitants for the same Annuity Option.


 


Individual
Flexible Premium Deferred Fixed and Variable Annuity Contract Non-Participating


 


18

















 


FIXED
ANNUITY TABLES


 


These tables illustrate
the minimum fixed monthly annuity payments rates for each $1,000 applied.


 


	
   

  	
  OPTION A
  TABLE

  	
   

  	
  OPTION B
  TABLE

  	
   

  
	
   

  	
  Payments for a

  Certain Period

  	
   

  	
  Life Income with
  or without a

  Certain Period

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Life with 10 Year

  	
   

  
	
   

  	
   

  	
  Monthly

  	
   

  	
  Age of

  	
   

  	
  Life Only

  	
   

  	
  Certain Period

  	
   

  
	
  Years

  	
   

  	
  Payment

  	
   

  	
  Annuitant

  	
   

  	
  Male

  	
   

  	
  Female

  	
   

  	
  Male

  	
   

  	
  Female

  	
   

  
	
  10

  	
   

  	
  8.96

  	
   

  	
  60

  	
   

  	
  3.82

  	
   

  	
  3.44

  	
   

  	
  3.76

  	
   

  	
  3.41

  	
   

  
	
  15

  	
   

  	
  6.20

  	
   

  	
  65

  	
   

  	
  4.47

  	
   

  	
  3.98

  	
   

  	
  4.34

  	
   

  	
  3.92

  	
   

  
	
  20

  	
   

  	
  4.81

  	
   

  	
  70

  	
   

  	
  5.37

  	
   

  	
  4.74

  	
   

  	
  5.08

  	
   

  	
  4.60

  	
   

  
	
  25

  	
   

  	
  3.99

  	
   

  	
  75

  	
   

  	
  6.62

  	
   

  	
  5.84

  	
   

  	
  5.95

  	
   

  	
  5.48

  	
   

  
	
  30

  	
   

  	
  3.44

  	
   

  	
  80

  	
   

  	
  8.37

  	
   

  	
  7.48

  	
   

  	
  6.90

  	
   

  	
  6.52

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  85

  	
   

  	
  10.85

  	
   

  	
  9.94

  	
   

  	
  7.76

  	
   

  	
  7.54

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  90

  	
   

  	
  14.29

  	
   

  	
  13.49

  	
   

  	
  8.40

  	
   

  	
  8.28

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  95

  	
   

  	
  18.93

  	
   

  	
  18.03

  	
   

  	
  8.78

  	
   

  	
  8.73

  	
   

  



 


VARIABLE
ANNUITY TABLES


 


Payments will vary based
on the investment experience of the Variable Account relative to the interest
assumption of 5% and could be more or less than the payments shown.


 


	
   

  	
  OPTION A
  TABLE

  	
   

  	
  OPTION B
  TABLE

  	
   

  
	
   

  	
  Payments for a

  Certain Period

  	
   

  	
  Life Income with
  or without a

  Certain Period

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Life with 10 Year

  	
   

  
	
   

  	
   

  	
  Monthly

  	
   

  	
  Age of

  	
   

  	
  Life Only

  	
   

  	
  Certain Period

  	
   

  
	
  Years

  	
   

  	
  Payment

  	
   

  	
  Annuitant

  	
   

  	
  Male

  	
   

  	
  Female

  	
   

  	
  Male

  	
   

  	
  Female

  	
   

  
	
  10

  	
   

  	
  9.96

  	
   

  	
  60

  	
   

  	
  5.56

  	
   

  	
  5.19

  	
   

  	
  5.46

  	
   

  	
  5.13

  	
   

  
	
  15

  	
   

  	
  7.41

  	
   

  	
  65

  	
   

  	
  6.18

  	
   

  	
  5.68

  	
   

  	
  5.98

  	
   

  	
  5.58

  	
   

  
	
  20

  	
   

  	
  6.17

  	
   

  	
  70

  	
   

  	
  7.05

  	
   

  	
  6.39

  	
   

  	
  6.63

  	
   

  	
  6.18

  	
   

  
	
  25

  	
   

  	
  5.46

  	
   

  	
  75

  	
   

  	
  8.26

  	
   

  	
  7.46

  	
   

  	
  7.39

  	
   

  	
  6.96

  	
   

  
	
  30

  	
   

  	
  5.00

  	
   

  	
  80

  	
   

  	
  9.98

  	
   

  	
  9.06

  	
   

  	
  8.21

  	
   

  	
  7.87

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  85

  	
   

  	
  12.39

  	
   

  	
  11.47

  	
   

  	
  8.94

  	
   

  	
  8.75

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  90

  	
   

  	
  15.71

  	
   

  	
  14.94

  	
   

  	
  9.47

  	
   

  	
  9.38

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  95

  	
   

  	
  20.13

  	
   

  	
  19.30

  	
   

  	
  9.80

  	
   

  	
  9.75

  	
   

  



 


19