EXHIBIT 4(c)

             Form of guaranteed minimum accumulation benefit Rider.


THIS RIDER IS PART OF THE CONTRACT TO WHICH IT IS ATTACHED. IT IS SUBJECT TO THE
TERMS, CONDITIONS, AND PROVISIONS CONTAINED IN THE CONTRACT. THE PROVISIONS OF
THIS RIDER WILL SUPERSEDE ANY CONFLICTING PROVISIONS OF THE CONTRACT.

DEFINITION             CONTRACT.  When this rider is attached to a Certificate
                       issued under a Group Contract, "Contract" herein means
                       the Certificate.  Otherwise, "Contract" may refer to
                       either an individually issued Contract or Policy.

EFFECTIVE DATE         If elected upon the initial Contract application,
                       this rider is effective on the Contract's date of issue.
                       If elected after the Contract date of issue, this rider
                       is effective on the date we issue the rider as attached
                       to the Contract.

BENEFIT                At the end of the [5th] and [10th] Contract Year from the
                       effective date of the Guarantee Period and while this
                       rider is in force, if Contract Value allocated to a
                       Rider Guarantee Period is less than the Guaranteed
                       Benefit Amount, the Company will automatically credit to
                       that allocated Contract Value such amount as necessary
                       so that the allocated Contract Value equals the
                       Guaranteed Amount. The Guaranteed Period is [10] years.

                       Contract Value may be allocated to the Rider at any time
                       after the Rider is issued. Each Contract Year, the
                       allocation to the Rider will have its own [10 year]
                       Guarantee Period and Guaranteed Benefit Amount. The
                       Guaranteed Amount is defined as follows:

                        1.     At the end of the [5th] Contract Year from the
                               allocation of Contract Value to the Rider, the
                               allocated Contract Value is guaranteed to be
                               [105%] of the allocated amount, less adjustment
                               for any withdrawals.

                        2.     At the end of the [10th] Contract Year from the
                               allocation of Contract Value to the Rider, the
                               allocated Contract Value is guaranteed to be the
                               greater of the following, less adjustment for
                               any withdrawals:

                               (a)   [120%] of the initial allocated amount,
                                     or
                               (b)   The highest anniversary Contract Value
                                     of the allocated amount since the date
                                     of the initial allocation

COST OF RIDER          The charge for this rider as shown on the
                       information page is deducted from the Separate Account
                       Contract Value allocated to the Rider on a monthly basis
                       until all Rider guarantees end.

INVESTMENTS            Each allocation of Contract Value to the Rider must be
                       allocated to or among the following investment options:
<PAGE>

                       [Old Mutual VA Asset Allocation Portfolios:
                       o      Balanced Portfolio
                       o      Conservative Portfolio
                       o      Moderate Growth Portfolio
                       o
                       OM Financial Asset Allocation Models:
                       o       Conservative Model
                       o       Moderate Conservative Model
                       o       Moderate Model
                       o       Moderate Aggressive Model ]


WITHDRAWALS            Withdrawals of Contract Value will be taken
                       proportionately from any Fixed Rate accounts (if
                       applicable) and investment options and will reduce the
                       Guaranteed Benefit Amounts proportionately. No fund
                       specific withdrawals are allowed when a policyholder has
                       selected this rider.





TERMINATION OF RIDE    This rider will automatically terminate at the
                       end of the guarantee period or upon the death of the
                       annuitant or joint annuitant. The rider cannot otherwise
                       be terminated. Any remaining benefits under the rider
                       will terminate at that time and no further benefits will
                       be payable. Once terminated, the rider can be re-elected
                       for allocations of additional Contract Value to the
                       rider.

NONPARTICIPATING       Dividends are not payable.


Signed for the
Company
OM FINANCIAL LIFE INSURANCE COMPANY
[

/s/

President]