ING USA                                          Single Premium Deferred
ANNUITY AND LIFE                                 Modified Guaranteed
INSURANCE COMPANY                                Annuity Group Master
                                                 Contract

ING USA is a stock company domiciled in Iowa.
--------------------------------------------------------------------------------

         Offices: 1475 Dunwoody Drive, West Chester, Pennsylvania 19380


 Contractholder: Golden Investor Trust, Inc.  Group Contract Number:  G000031-OE

 Issued in:  Delaware                       Contract Issue Date:[August 1, 2004]

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

In this Contract, we, our and us refer to ING USA Annuity & Life Insurance
Company.

In consideration of application for this Contract and the payment of premiums,
we agree, subject to the terms and conditions of this Contract, to provide the
benefits described on this and the following pages to the persons eligible,
herein called "Annuitant(s).

If this Contract is in force, we will make income payments to the Certificate
Owner starting on the Annuity Commencement Date shown in each Certificate. If
the Certificate Owner or the Annuitant (if the Owner is other than a natural
person) dies prior to the Annuity Commencement Date shown in each Certificate,
we will pay a death benefit to the Beneficiary. The amounts of such benefits are
subject to the terms of this Contract.

All death proceeds due under this Contract will be paid according to the
Beneficiary designation and the provisions of this Contract. Payment of such
death proceeds by us will completely discharge our liability with respect to the
amounts so paid.

Signed for ING USA Annuity and Life Insurance Company on the Contract Date.

                                                  Secretary:
Customer Service Center                           /s/Paula Cludray-Engelke
[P.O. Box 9271
Des Moines, IA 50306-9271                         President:
1-800-366-0066]                                   /s/Keith Gubbay


ALL PAYMENTS AND VALUES MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT, THE
OPERATION OF WHICH MAY CAUSE SUCH PAYMENTS AND VALUES TO INCREASE OR DECREASE.



--------------------------------------------------------------------------------
SINGLE PREMIUM DEFERRED MODIFIED GUARANTEED ANNUITY GROUP MASTER
CONTRACT - NO DIVIDENDS
Annuity Benefit payable at Annuity Commencement Date. Death Benefit payable in
the event of the Certificate Owner's death prior to the Commencement Date. Cash
Surrender Values are based on a Market Value Adjustment formula if the
Certificate is held for a period less than the currently elected Guarantee
Period. Cash Surrender Values may increase or decrease based on the Market Value
Adjustment Formula.



IU-MP-3010

<PAGE>
<TABLE>

                                TABLE OF CONTENTS

-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>

The Schedule................................................... 3            Certificate Owner Benefits................. 13
         The Separate Account                                                 Partial Withdrawal Option
         Surrender Charges                                                    Surrender Charge
         Premium Taxes                                                        Cash Surrender Value Benefit
         Income Plan Factors                                                  Proceeds Payable to the Beneficiary
                                                                             Choosing an Income Plan.................... 17
Important Terms..............................................   4              Annuity Benefits
                                                                               Annuity Commencement Date Selection
Introduction to this Contract................................   6              Frequency Selection
         Eligibility                                                           The Annuity Options
         The Certificate Owner                                                 Payment When Named Person Dies
         The Annuitant
         The Beneficiary                                                     Other Important Information................ 19
         Change of Certificate Owner or Beneficiary                            Entire Contract
                                                                               Sending Notice to Us
Premium Payment and Transfers................................   8              Reports to Certificate Owners
         Single Premium Payment                                                Assignment - Using a Certificate as
         Premium Payment Allocation                                            Collateral Security
         Transfers                                                             Changing this Contract
                                                                               Contract Changes - Applicable Tax Law
How We Measure a Certificate's...............................   9              Misstatement of Age or Sex
    Accumulation Value                                                         Non-Participating
         A Certificate's Accumulation Value                                    Contestability
         Term Indexed Division Accumulation Value                              Payments We May Defer
         Annual Interest Division Accumulation Value                           Authority to Make Agreements
         Market Value Adjustment                                               Required Note on Our Computations
         MVA Index Rate                                                        Facility of Payment
                                                                               Conformity with Law
                                                                               Records
                                                                               Certificate Owner's Right to Examine the Certificate
</TABLE>
     Copies of any additional  Riders and  Endorsements  are at the back of this
     Contract.

           THE SCHEDULE

     The Schedule gives specific facts about this Contract.  Please refer to the
     Schedule while reading this Contract.



IU-MP-3010                             2

<PAGE>

                                  THE SCHEDULE
--------------------------------------------------------------------------------

THE SEPARATE ACCOUNT

THE SEPARATE ACCOUNT (THE MVA SEPARATE ACCOUNT) IS A NON-UNITIZED SEPARATE
ACCOUNT ESTABLISHED BY US UNDER IOWA STATUTES, THAT HOLDS ASSETS FOR GUARANTEED
TERMS. THERE ARE NO DISCRETE UNITS FOR THIS ACCOUNT

SURRENDER CHARGE

Allocations to a Term Indexed Division are subject to Surrender Charges if a
Certificate is surrendered or an Excess Partial Withdrawal is taken at any time
prior to a Guarantee Period Maturity Date. The Surrender Charge is calculated as
a percentage of the Accumulation Value surrendered or withdrawn from each
Guarantee Period, adjusted by the Market Value Adjustment. Surrender Charges
vary according to the duration of each Guarantee Period. The Surrender Charges
are 8% in the first Certificate Year and decrease by 1% every other Certificate
Year thereafter until the end of each Guarantee Period as shown in the following
table.

Year in
Guarantee

PERIOD  [1  2   3   4   5   6   7   8   9  10  11  12  13  14  15  16+
------ --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
 %     8.0 8.0 7.0 7.0 6.0 6.0 5.0 5.0 4.0 4.0 3.0 3.0 2.0 2.0 1.0 0.0]

Surrender Charges are not imposed on amounts withdrawn from the Annual Interest
Division or if a Certificate is surrendered on the Annuity Commencement Date.
Surrender is permitted on or before the Annuity Commencement Date.

PREMIUM TAXES

We deduct the amount of any premium or other state and local taxes levied by any
state or governmental entity when such taxes are incurred.

We reserve the right to defer collection of Premium Taxes until surrender or
until application of Accumulation Value to an Annuity Option. An Excess Partial
Withdrawal will result in the deduction of any Premium Tax then due us on such
amount. We reserve the right to change the amount deducted for Premium Tax
charges on future Premium Payments to conform with changes in the law or if the
Certificate Owner changes state of residence.

If the charge for Premium Taxes is incurred when premiums are received, we
advance the amount of the charge to the Accumulation Value and deduct it in
equal installments on each Certificate Processing Date. Currently, we will waive
the deduction of the applicable installment on each Certificate Processing Date.
However, we deduct the applicable unrecovered portion of the charge for Premium
Taxes (not including installments which were waived) when determining the Cash
Surrender Value payable if a Certificate is surrendered.



IU-MP-3010                             3

<PAGE>

                            THE SCHEDULE (CONTINUED)
--------------------------------------------------------------------------------
INCOME PLAN FACTORS

Values for other payment periods, ages or joint life combinations are available
on request. Monthly payments are shown for each $1,000 applied. The basis for
determining such values is the [Annuity 2000 Mortality Table]. We may pay a
higher rate at our discretion.

                       TABLE FOR INCOME FOR A FIXED PERIOD
--------------------------------------------------------------------------------
    [Rates for Fixed Annuity Payments with a 1.5% Guaranteed Interest Rate
--------------------------------------------------------------------------------
Fixed Period  Monthly      Fixed Period        Monthly     Fixed Period  Monthly
  of Years    Income        of Years           Income      of Years      Income

  10             8.97         18                5.28           26         3.87
  11             8.22         19                5.04           27         3.75
  12             7.59         20                4.82           28         3.64
  13             7.05         21                4.62           29         3.54
  14            6.60          22                4.44           30        3.45]
  15            6.20          23                4.28
  16            5.86          24                4.13
  17            5.55          25                3.99


               TABLE FOR INCOME FOR LIFE
--------------------------------------------------------------------------------
    [Rates for Fixed Annuity Payments with a 1.5% Guaranteed Interest Rate
--------------------------------------------------------------------------------
Age           10 Years Certain        20 Years Certain         Refund Certain
                   Male/Female             Male/Female            Male/Female

 50                 $3.23/3.00              $3.15/2.96             $3.03/2.87
 55                  3.61/3.33               3.46/3.25              3.32/3.14
 60                  4.09/3.75               3.80/3.59              3.69/3.48
 65                  4.71/4.30               4.15/3.97              4.14/3.90
 70                  5.47/5.02               4.45/4.34              4.72/4.45
 75                  6.35/5.93               4.66/4.61              5.45/5.16
 80                  7.25/6.96               4.77/4.75              6.38/6.10
 85                  8.02/7.89               4.81/4.81              7.58/7.33
 90                  8.56/8.50               4.82/4.82             9.12/8.89]






IU-MP-3010                             3(Cont'd)

<PAGE>

                                 IMPORTANT TERMS
--------------------------------------------------------------------------------

ACCUMULATION  VALUE - The amount that a Certificate  provides for  investment at
any time. Initially, this amount is equal to the premium paid.

ANNUAL  INTEREST  DIVISION - A Division of the Separate  Account which we use to
transfer  Accumulation  Value from any expiring Term Indexed Division  Guarantee
Period on a Guarantee Period Maturity Date.  Amounts so transferred are credited
with a specified  interest  rate as declared by us and  guaranteed  for one year
(the Guarantee Period).

ANNUITANT - The person  designated  by a  Certificate  Owner to be the measuring
life in determining Annuity Payments.

ANNUITY  COMMENCEMENT  DATE - For each  Certificate,  the date on which  Annuity
Payments begin.

ANNUITY OPTIONS - Options the Certificate  Owner selects that determine the form
and amount of Annuity Payments.

ANNUITY PAYMENT - The periodic payment a Certificate Owner receives.

ATTAINED AGE - The age of a Certificate Owner, or that of the Annuitant,  on the
Certificate  Issue  Date  plus  the  number  of full  years  elapsed  since  the
Certificate Date.

BENEFICIARY - The person designated to receive benefits in the case of the death
of a Certificate Owner.

BUSINESS  DAY - Any  day the New  York  Stock  Exchange  is  open  for  trading,
exclusive of federal  holidays,  or any day on which the Securities and Exchange
Commission   requires  that  mutual  funds,  unit  investment  trusts  or  other
investment portfolios be valued.

CASH SURRENDER VALUE - The amount a Certificate Owner receives upon surrender of
the Certificate.

CERTIFICATE  - A summary of the  provisions  of, and benefits  provided by, this
Contract,

CERTIFICATE ANNIVERSARY - The anniversary of the Certificate Date.

CERTIFICATE  DATE - The date we receive  the  initial  premium and upon which we
begin  determining  the  Certificate  values.  It may  not be  the  same  as the
Certificate Issue Date. This date is used to determine Certificate months, years
and anniversaries.

CERTIFICATE  ISSUE  DATE - The date a  Certificate  is  issued  at our  Customer
Service Center.

CERTIFICATE  OWNER - The  person  who  owns a  Certificate  and is  entitled  to
exercise  all rights of the  Certificate.  This  person's  death also  initiates
payment of the Death Benefit.

CERTIFICATE YEAR - The period between Certificate Anniversaries.

CONTINGENT  ANNUITANT - The person  designated by a Certificate  Owner who, upon
the  Annuitant's  death  prior to the  Annuity  Commencement  Date,  becomes the
Annuitant.

CONTRACT  ISSUE DATE - The date this group  Contract  is issued at our  Customer
Service Center.

CONTRACTHOLDER - The entity to whom this Contract is issued.

GROSS WITHDRAWAL - The total amount of Accumulation Value withdrawn.

GUARANTEE  PERIOD - The period of years for which (a) a specified  interest rate
is guaranteed to be credited to values in the Annual Interest Division;  and (b)
the Index Return is determined for values in any Guarantee  Period or Periods of
the Term  Indexed  Division  based on  changes  to the S&P 500 Index  during the
period.


IU-MP-3010                             4

<PAGE>

                           IMPORTANT TERMS (CONTINUED)
--------------------------------------------------------------------------------

INDEX - The Standard & Poor's 500* Index ("S&P 500"). The S&P 500 Index value is
determined  without  regard  to  dividends  that may be paid by the  firms  that
comprise  the  Index.  If the S&P 500 Index is no longer  available,  a suitable
replacement index will be used, subject to any required regulatory approval.

INITIAL PREMIUM - The payment amount required to put a Certificate in effect.

ISSUE AGE - The age of a Certificate  Owner,  or that of the  Annuitant,  on the
last birthday on or before the Certificate Date.

MARKET VALUE ADJUSTMENT - A positive or negative adjustment. It may apply if all
or part of the  Accumulation  Value is withdrawn or applied to an Annuity Option
at any time other than on, or during the 30-day  period  immediately  following,
the Maturity Date of any Guarantee Period from which such amounts are withdrawn.

MATURITY  DATE - The date on which a Guarantee  Period  ends.  For values in the
Term Indexed  Division,  the Maturity Date of a Guarantee  Period will be on the
last day of the last  Certificate Year in that Guarantee  Period.  For values in
the  Annual  Interest  Division,  the  Maturity  Date  is  the  last  day of the
Certificate Year in a Guarantee Period.

MINIMUM GUARANTEED INDEXED ACCOUNT FACTOR - The factor shown in each Certificate
Schedule which is used in determining  the Minimum  Guaranteed  Indexed  Account
Value of any Guarantee Period on a Guarantee Period Maturity Date (for values in
the Term Indexed Division). Different factors may apply to each Guarantee Period
and premium installment.

NET  WITHDRAWAL  - The Gross  Withdrawal  amount,  adjusted by any Market  Value
Adjustment minus any Surrender Charges.

RIDERS - Riders  add  provisions  or  change  the  terms of this  Contract  or a
Certificate.

TERM INDEXED  DIVISION - A Division of the Separate  Account used for allocation
of Premium Payment or premium installments.




*"Standard & Poor's 500" is a trademark of The McGraw-Hill Companies, Inc. and
has been licensed for use by us. This Master Contract or any Certificate
providing coverage thereunder is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of purchasing a Certificate.

IU-MP-3010                             5

<PAGE>

                          INTRODUCTION TO THIS CONTRACT
--------------------------------------------------------------------------------

ELIGIBILITY

Eligible persons as stated in the application for this Contract and who have
enrolled and for whom the Initial Premium has been paid are eligible to receive
the benefits under this Contract.

THE CERTIFICATE OWNER

The Certificate Owner is also the Annuitant unless another Annuitant has been
named and is shown in the Certificate. The Certificate Owner has the rights and
options described in this Contract, including but not limited to the right to
receive the Annuity Benefits on the Annuity Commencement Date.

One or more people may own a Certificate. In the case of a sole Certificate
Owner who dies prior to the Annuity Commencement Date, we will pay the
Beneficiary the Death Benefit then due. If the sole Certificate Owner is not an
individual, we will treat the Annuitant as the Certificate Owner for the purpose
of determining when the Certificate Owner dies under the Death Benefit provision
(if there is no Contingent Annuitant). The estate of a sole Certificate Owner
will be the Beneficiary if no Beneficiary designation is in effect, or if the
designated Beneficiary has predeceased the Certificate Owner. In the case of a
Joint Certificate Owner dying prior to the Annuity Commencement Date, the
surviving Certificate Owner(s) will be deemed to be the Beneficiary(ies) and any
other Beneficiary(ies) on record will be treated as the contingent
Beneficiary(ies).

THE ANNUITANT

The Annuitant is the measuring life of the Annuity Benefits provided under a
Certificate. A Certificate Owner may name a Contingent Annuitant. The Annuitant
may not be changed during the Annuitant's lifetime.

If the Annuitant dies before the Annuity Commencement Date, the Contingent
Annuitant becomes the Annuitant. The Certificate Owner will be the Contingent
Annuitant unless the Certificate Owner names someone else. The Annuitant must be
a natural person. If the Annuitant dies and no Contingent Annuitant has been
named, we will allow the Certificate Owner sixty days to designate someone else
as the Annuitant. If all Owners of a Certificate are not individuals and,
through the operation of this provision, a Certificate Owner becomes Annuitant,
we will pay the Death Benefit to the Beneficiary. If there are Joint Certificate
Owners, we will treat the youngest of the Certificate Owners as the Contingent
Annuitant designated, unless we are notified otherwise.

THE BENEFICIARY

The Beneficiary is the person to whom we pay the Death Benefit if a Certificate
Owner dies prior to the Annuity Commencement Date. See "Proceeds Payable to the
Beneficiary" for more information. We pay Death Benefits to the primary
Beneficiary (unless there are Joint Certificate Owners in which case the Death
Benefit is payable to the surviving Certificate Owner). If the primary
Beneficiary dies before the Certificate Owner, the Death Benefit is paid to the
Contingent Beneficiary, if any. If there is no surviving Beneficiary, we pay the
Death Benefit to the Certificate Owner's estate.

Unless otherwise provided, the Death Benefit will be paid as though the
Beneficiary died before the Certificate Owner if: (1) The Beneficiary dies at
the same time as the Certificate Owner; or (2) The Beneficiary dies within 24
hours of the Certificate Owner's death.



IU-MP-3010                             6

<PAGE>

                    INTRODUCTION TO THIS CONTRACT (CONTINUED)
--------------------------------------------------------------------------------

THE BENEFICIARY (CONT'D)

One or more persons may be named as primary Beneficiary or contingent
Beneficiary. In the case of more than one Beneficiary, we will assume any Death
Benefit is to be paid in equal shares to the surviving Beneficiaries. A
Certificate Owner may specify other than equal shares.

A Certificate Owner has the right to change Beneficiaries, unless the primary
Beneficiary is designated as irrevocable. When an irrevocable Beneficiary has
been designated, the Certificate Owner and the irrevocable Beneficiary may have
to act together to exercise the rights and options under a Certificate.

CHANGE OF CERTIFICATE OWNER OR BENEFICIARY

During the Certificate Owner's lifetime and while the Certificate is in effect,
the Certificate Owner may transfer ownership of the Certificate or change the
Beneficiary. To make any of these changes, we require written notice of the
change in a form satisfactory to us. If there are Joint Certificate Owners, both
must agree to the change. The change will take effect as of the day the notice
is signed. The change will not affect any payment made or action taken by us
before recording the change at our Customer Service Center. See "Proceeds
Payable to Beneficiary."



IU-MP-3010                             7

<PAGE>

                          PREMIUM PAYMENT AND TRANSFERS
--------------------------------------------------------------------------------

SINGLE PREMIUM PAYMENT

This is a single premium annuity. However, a Certificate's single premium may be
paid in one lump sum or in installments during the first Certificate Year. Any
such planned installments must be identified at the time the Certificate is
issued and be received by us at our Customer Service Center within 60 days after
the Certificate Date. There is no penalty if a planned installment is not paid.

PREMIUM PAYMENT ALLOCATION

Premium will be allocated among the available Guarantee Periods of the Term
Indexed Division as instructed a Certificate Owner. Any premium installments
will be allocated in the same manner, unless specified otherwise by a
Certificate Owner. No allocation of premium is allowed into the Annual Interest
Division.

WHERE TO MAKE PAYMENTS

Premium Payments are to be remitted to our Customer Service Center. On request,
a receipt signed by our treasurer will be provided.

TRANSFERS

Transfers between the Term Indexed Division and the Annual Interest Division, as
well as transfers between Guarantee Periods of the Term Indexed Division are not
allowed, except as provided under How We Measure A Certificate's Accumulation
Value.



IU-MP-3010                             8

<PAGE>

                HOW WE MEASURE A CERTIFICATE'S ACCUMULATION VALUE
--------------------------------------------------------------------------------

A CERTIFICATE'S ACCUMULATION VALUE

Accumulation Value under a Certificate is equal to the sum of the Accumulation
Value in the Term Indexed Division and the Annual Interest Division as
determined below.

TERM INDEXED DIVISION ACCUMULATION VALUE

Guarantee Periods
At the time a Certificate is issued, a Certificate Owner may elect any number of
Guarantee Periods available for allocation of premium from among the durations
then being offered by us. Any Guarantee Period that would extend beyond the
Annuity Commencement Date may be not be selected.

Upon the Maturity Date of a Guarantee Period, we will transfer the Accumulation
Value in the expiring Guarantee Period to the Annual Interest Division. No
Market Value Adjustment is assessed on withdrawals taken on, or during the
30-day period immediately following, the Maturity Date of that Guarantee Period.
We will notify a Certificate Owner at the start of such 30-day period of their
options

Accumulation Value
The Accumulation Value in the Term Indexed Division equals the sum of the
Accumulation Value in all Guarantee Periods. The Accumulation Value in a
Guarantee Period is determined below.

How We Determine the Accumulation Value
At the beginning of a Guarantee Period, the Accumulation Value equals the
premium allocated to that Guarantee Period as specified by the Certificate
Owner.

During a Guarantee Period, the Accumulation Value equals the sum of all premium
installments allocated to that Guarantee Period, less Gross Withdrawals from
that Guarantee Period.

At the end of a Guarantee Period, the Accumulation Value, calculated on that
Guarantee Period's Maturity Date, equals the greater of:
     (1)  The  sum of all  premium  installments  allocated  to  that  Guarantee
          Period, less Gross Withdrawals from that Guarantee Period,  multiplied
          by (1 + the  Index  Return)  calculated  separately  for each  premium
          installment; and
     (2)  The Minimum Guaranteed Indexed Account Value.

Minimum Guaranteed Indexed Account Value
The Minimum Guaranteed Indexed Account Value for a Guarantee Period is equal to
the sum of all premium installments allocated to that Guarantee Period, less
Gross Withdrawals from that Guarantee Period, multiplied by the Minimum
Guaranteed Indexed Account Factor calculated separately for each premium
installment.

If the premium is paid in installments, the Minimum Guaranteed Indexed Account
Factor declared for each Guarantee Period selected at the time the Certificate
is issued and shown in the Schedule applies to the first installment payment
only as allocated to a Guarantee Period. Different Factors may apply to each
subsequent premium installment as declared by us at the time the installment
payment is received by us.

Amounts surrendered or withdrawn prior to the end of a Guarantee Period (a) do
not participate in the Index Return during that Guarantee Period; and (b) are
not subject to the Minimum Guaranteed Indexed Account Value applicable to that
Guarantee Period.




IU-MP-3010                             9

<PAGE>

                HOW WE MEASURE A CERTIFICATE'S ACCUMULATION VALUE (CONTINUED)
--------------------------------------------------------------------------------

TERM INDEXED DIVISION ACCUMULATION VALUE (CONT'D)

Index Return
The Index Return is equal to (a x b) where:

     a is the Index Growth for a Guarantee Period on that Guarantee Period's
       Maturity Date, as described below, but not less than 0; and
     b is the Participation Rate for that Guarantee Period.

If the premium is paid in installments, the Participation Rate declared for each
Guarantee Period selected at the time a Certificate is issued applies to the
first installment payment only as allocated to a Guarantee Period. Different
Participation Rates may apply to each subsequent premium installment as declared
by us at the time the installment payment is received by us.

Index Growth
This Contract and each Certificate offers two optional methods for determining
the Index Growth for values in a particular Guarantee Period on its Maturity
Date. The option elected by a Certificate Owner and shown in a Certificate
Schedule will be used to determine the Index Return for values in all Guarantee
Periods on their respective Maturity Dates.

     o    Option I - Index Growth with Final Six-Month Averaging
       The Index Growth for a particular Guarantee Period is calculated on that
       Guarantee Period's Maturity Date separately for each premium installment
       and equals a minus b divided by b where:
          a is the average of the S & P 500 Index Values  determined on the same
            date in each  month of the last six months in that  Guarantee
            Period; and
          b is the S & P 500 Index Value on the date the premium  installment is
            received by us

     o    Option II - (Index Growth with No Final Averaging
       The Index Growth for a particular Guarantee Period is calculated on that
       Guarantee Period's Maturity Date separately for each premium installment
       and equals a minus b divided by b where:
          a is the S & P 500  Index  Values  determined  on the last day of that
            Guarantee Period (that Guarantee Period's Maturity Date); and
          b is the S & P 500 Index Value on the date the premium  installment is
            received by us.

If there is no such corresponding date, the last day of the month is used. If
any date falls on a day the New York Stock Exchange is not open, the S&P 500
Index will be determined as of the next business day. If the S&P 500 Index is no
longer available, a suitable replacement index will be used, subject to any
required regulatory approval.

ANNUAL INTEREST DIVISION ACCUMULATION VALUE

Guarantee Periods
The Annual Interest Division is a Division of the Separate Account which we use
to transfer values from any expiring Term Indexed Division Guarantee Period on a
Guarantee Period Maturity Date. The Guarantee Period for amounts transferred
from the Term Indexed Division is the one year period beginning on any
Certificate Anniversary values are transferred into the Division from any
expired Term Indexed Division Guarantee Period and ending on the last day of
such one-year period (the Guarantee Period Maturity Date).

Accumulation Value in the Division will be credited with a rate of interest as
declared by us. Such rate, once declared, is guaranteed for one year (the
"Guarantee Period") from the date of declaration. Different interest rates may
apply to each subsequent Guarantee Period as declared by us at the beginning of
the Guarantee Period. Interest will be credited daily at a rate to yield the
declared annual interest rate.



IU-MP-3010                             10

<PAGE>

             HOW WE MEASURE A CERTIFICATE'S ACCUMULATION VALUE (CONTINUED)
--------------------------------------------------------------------------------

ANNUAL INTEREST DIVISION ACCUMULATION VALUE (CONT'D)

Upon the Maturity Date of a Guarantee Period, a subsequent one-year Guarantee
Period will begin. No Market Value Adjustment is assessed on withdrawals taken
on, or during the 30-day period immediately following, the Maturity Date of a
Guarantee Period. We will notify each Certificate Owner at the start of such
30-day period of their options.

How We Determine the Accumulation Value
At the time a Certificate is issued, the Accumulation Value in the Division
under that Certificate is set to zero. Thereafter, the Accumulation Value will
equal the Accumulation Value on the Certificate Date plus amounts transferred
from any expired Term Indexed Division Guarantee Period on a Guarantee Period
Maturity Date, less Gross Withdrawals, accumulated with interest.

In case of surrender or withdrawal, interest will be credited on the portion of
the Accumulation Value surrendered or withdrawn up to the date the surrender or
withdrawal is requested. Accumulation Value at any date within a Certificate
Year will be determined by us with allowance for the time elapsed in the
Certificate Year.

MARKET VALUE ADJUSTMENT

A Market Value Adjustment (MVA) will be applied to Excess Partial Withdrawals or
Accumulation Value surrendered or applied to an Income Plan at any time other
than on, or during the 30-day period immediately following, the Maturity Date of
any Guarantee Period from which such amounts are withdrawn. The MVA applies to,
and will be calculated separately, for each premium installment payment, if any
and for each Guarantee Period from which amounts are withdrawn. The MVA may be
positive, negative or result in no change.

Market Value Adjustments will be applied as follows:
(1)      The Market Value Adjustment will be applied to the amount withdrawn
         from a Guarantee Period or Periods before deduction of any Surrender
         Charge applicable to that Guarantee Period.

(2)      For a Partial Withdrawal, or in the case where a portion of
         Accumulation Value is applied to an Income Plan, the Market Value
         Adjustment will be calculated on the total amount that must be
         withdrawn or applied to an Income Plan in order to provide the amount
         requested.

The Market Value Adjustment is determined by multiplying the Accumulation Value
withdrawn from a Guarantee Period by the following factor:

   During the Right to Examine Period:

                                       1  +  I      N/365
                                 ---------------
                                   1  +  J                          -   1


   Following the Right to Examine Period:

                                       1  +  I              N/365
                                 ------------------------
                                   1  +  J  +  .0050*               -   1

*For amounts withdrawn, surrendered or applied to an Income Plan from the Annual
Interest Division, this factor will be waived.



IU-MP-3010                             11

<PAGE>

               HOW WE MEASURE A CERTIFICATE'S ACCUMULATION VALUE (CONTINUED)
--------------------------------------------------------------------------------

MARKET VALUE ADJUSTMENT (CONT'D)

Where I is the MVA Index Rate on the first day of a particular Guarantee Period
on the date the premium installment payment, if any, is received by us: J is the
Index Rate for Guarantee Periods equal to the number of years (fractional years
rounded up to the next full year) remaining in that Guarantee Period at the time
of calculation; and N is the remaining number of days in that Guarantee Period
at the time of calculation.

MVA Index Rate
The MVA Index Rate is the average of the Ask Yields for the U.S. Treasury Strips
as reported by a national quoting service for the applicable maturity. The
average is based on the period from the 22nd day of the calendar month two
months prior to the calendar month of Index Rate determination to the 21st day
of the calendar month immediately prior to the month of determination. The
applicable maturity date for these U.S. Treasury Strips is on or next following
the last day of the Guarantee Period. If the Ask Yields are no longer available,
the Index Rate will be determined using a suitable replacement method.

We currently set the MVA Index Rate once each calendar month. However, we
reserve the right to set the Index Rate more frequently than monthly, but in no
event will such Index Rate be based on a period less than 28 days.


<PAGE>



IU-MP-3010                             12

<PAGE>

                           CERTIFICATE OWNER BENEFITS
--------------------------------------------------------------------------------

While a Certificate is in effect, the Certificate Owner has important rights and
benefits. We discuss these rights and benefits in this section.

PARTIAL WITHDRAWAL OPTION

A Certificate Owner may make a Partial Withdrawal from a Certificate at any time
by giving written notice to us. The maximum amount that can be withdrawn under a
Certificate each Certificate Year without being considered an Excess Partial
Withdrawal (the Free Amount) is described below.

Excess Partial Withdrawals taken from the Annual Interest Division at any time
other than on, or during the 30-day period immediately following, a Guarantee
Period Maturity Date are subject to a Market Value Adjustment and a deduction of
any Premium Taxes not previously paid.

Excess Partial Withdrawals taken from any Guarantee Period of the Term Indexed
Division at any time prior to a Guarantee Period Maturity date are subject to a
Surrender Charge and Market Value Adjustment to the extent that any Excess
Partial Withdrawal is deducted from that Guarantee Period, and a deduction of
any Premium Taxes not previously paid.

NO SURRENDER CHARGE OR MARKET VALUE ADJUSTMENT IS ASSESSED ON AMOUNTS WITHDRAWN
OR SURRENDERED FROM A TERM INDEXED DIVISION GUARANTEE PERIOD ON THE MATURITY
DATE OF ANY GUARANTEE PERIOD. NO MARKET VALUE ADJUSTMENT IS ASSESSED ON AMOUNTS
WITHDRAWN OR SURRENDERED FROM THE ANNUAL INTEREST DIVISION ON, OR DURING THE
30-DAY PERIOD IMMEDIATELY FOLLOWING, THE MATURITY DATE OF A GUARANTEE PERIOD.

Minimum Partial Withdrawal
The minimum Partial Withdrawal amount is $100.

Maximum Partial Withdrawal
In no event may a Partial Withdrawal be greater than 90% of the Certificate's
Cash Surrender Value. After a Partial Withdrawal, the remaining Cash Surrender
Value must be at least $1000 to keep the Certificate in force.

The Free Amount
The maximum Partial Withdrawal amount that can be taken as a Systematic or
conventional Partial Withdrawal each Contract Year without being considered an
Excess Partial Withdrawal is the Free Amount, equal to:
     (1)  10% of the Contract's Accumulation Value determined as of the Contract
          Date for withdrawals taken during the first Contract Year; and
     (2)  for withdrawals taken during each subsequent Contract Year, 10% of the
          Contract's   Accumulation   Value   determined   as  of  the  Contract
          Anniversary  just prior to the date of the withdrawal,  reduced by any
          withdrawals  taken from the Annual Interest Division on, or during the
          30-day period immediately following, a Guarantee Period Maturity Date.

Any amounts withdrawn from the Annual Interest Division during the 30-day period
immediately following a Guarantee Period Maturity Date will not be considered an
Excess Partial Withdrawal for the purposes of determining the Free Amount
available for the same Certificate Year in which such withdrawal was made. If a
Certificate is surrendered, any withdrawal during the same Certificate Year in
which such surrender occurs will be considered an Excess Partial Withdrawal.

Order of Withdrawals
Unless otherwise specified by the Certificate Owner, amounts withdrawn will be
taken first from the Annual Interest Division, then from the Term Indexed
Division starting with the shortest Guarantee Period, continuing to the next
shortest Guarantee Period and ending with the longest Guarantee Period, as
necessary, until the amount requested has been provided.



IU-MP-3010                             13

<PAGE>

                     CERTIFICATE OWNER BENEFITS (CONTINUED)
--------------------------------------------------------------------------------

PARTIAL WITHDRAWAL OPTION (CONT'D)

Systematic Partial Withdrawals
Systematic Partial Withdrawals may be elected to commence after 28 days from the
Certificate Issue Date and may be taken on a monthly, quarterly or annual basis.
A Certificate Owner may select the day withdrawals will be made, but no later
than the 28th day of the month. If a Certificate Owner does not elect a day, the
Certificate Date will be used. Systematic Partial Withdrawals in excess of the
Free Amount will be subject to a Surrender Charge and a Market Value Adjustment.

Partial Withdrawals to Meet Minimum Distribution Requirements for Qualified Plan
Partial Withdrawals may be taken from a Certificate issued as a Qualified Plan
to meet Required Minimum Distribution Requirements on a monthly, quarterly or
annual basis. A minimum withdrawal of $100.00 is required. A Certificate Owner
may select the day the withdrawals will be made, but no later than the 28th day
of the month. If a Certificate Owner does not elect a day, the Certificate Date
will be used. No Surrender Charge will be assessed on Required Minimum
Distribution Withdrawals; however, withdrawals in excess of the Free Amount will
be subject to a Market Value Adjustment.

Systematic Partial Withdrawals and conventional Partial Withdrawals may not be
take in the same certificate year. Systematic Partial Withdrawals and
conventional Partial Withdrawals are not allowed when Required Minimum
Distribution Withdrawals are being taken.

SURRENDER CHARGE

Allocations to a Term Indexed Division are subject to Surrender Charges if the
Contract is surrendered or an Excess Partial Withdrawal is taken at any time
prior to the Maturity Date of any Guarantee Period. The Surrender Charge is
calculated as a percentage of the Accumulation Value surrendered or withdrawn
from each Guarantee Period, adjusted by the Market Value Adjustment. Surrender
Charges vary according to the duration of each Guarantee Period. The Surrender
Charges are 8% in the first Contract Year and decrease by 1% every other
Contract Year thereafter until the end of each Guarantee Period as shown in the
Schedule. Surrender Charges are not assessed:
     (1)  On any amounts withdrawn from the Annual Interest Division; or
     (2)  If the Contract is  surrendered on the Annuity  Commencement  Date and
          the Cash Surrender Value is paid under an Annuity Option.

For the purpose of calculating the Surrender Charge on Excess Partial
Withdrawals, Withdrawals from a Guarantee Period will occur in the following
order:
     (i)  The Free Amount;
     (ii) Any remaining Accumulation Value.



IU-MP-3010                             14

<PAGE>

                     CERTIFICATE OWNER BENEFITS (CONTINUED)
--------------------------------------------------------------------------------

CASH SURRENDER VALUE BENEFIT

On or prior to the commencement of Annuity Income Payments if the Annuitant is
living, a Certificate Owner may surrender a Certificate to us. To do this, a
Certificate Owner must return their Certificate with a signed request for
cancellation to our Customer Service Center. We will usually pay the Cash
Surrender Value within seven days; but we may delay payment as described in
Payments We May Defer.

The Cash Surrender Value will vary daily. We will determine the Cash Surrender
Value as of the date we receive a Certificate and the Certificate Owner's signed
request in our Customer Service Center. All benefits under the Certificate will
then end. In lieu of a lump sum payment, at the time of surrender the
Certificate Owner may elect to have the Cash Surrender Value paid under an
Annuity Option.

The Cash Surrender Value varies by Division.

Annual Interest Division Cash Surrender Value
The Cash Surrender Value of the Annual Interest Division is equal to the
Division's Accumulation Value, adjusted for any applicable Market Value
Adjustment, less any charges that have been incurred but not yet deducted,
including any applicable Premium Tax.

Term Indexed Division Cash Surrender Value
The Cash Surrender Value of the Term Indexed Division is equal to the Division's
Accumulation Value, adjusted for any applicable Market Value Adjustment, less
Surrender Charges or other charges that have been incurred but not yet deducted,
including any applicable Premium Tax. Amounts surrendered or withdrawn prior to
the end of a Guarantee Period do not participate in the Index Return and are not
subject to the Minimum Guaranteed Index Account Value during that Guarantee
Period.

Contract's Cash Surrender Value
The Contract's Cash Surrender Value, while the Annuitant is living and on or
before the Annuity Commencement Date, is equal to the greater of:
     (1)  The sum of the Cash Surrender  Value in the Annual  Interest  Division
          and the Term Indexed Division as determined above; or
     (2)  the Minimum Guaranteed Contract  Accumulation  Value,  adjusted by any
          Market Value Adjustment.

Minimum Guaranteed Contract AccumulationValue
During a Guarantee Period or Periods, the Contract's Minimum Guaranteed Contract
AccumulationValue equals:
     (1)  90% of the premium; plus
     (2)  Accrued interest, if any, as declared by us; minus
     (3)  Gross Withdrawals less any applicable Surrender Charges.






IU-MP-3010                             15

<PAGE>

                     CERTIFICATE OWNER BENEFITS (CONTINUED)
--------------------------------------------------------------------------------

PROCEEDS PAYABLE TO THE BENEFICIARY

If a Certificate Owner dies prior to the Annuity Commencement Date, we will pay
the Beneficiary the Death Benefit, unless a Certificate is continued as
described below under Spousal Continuation Upon Death of Owner. The Death
Benefit payable will be calculated as of the date we receive due proof of death
satisfactory to us. The Death Benefit varies by Division. The Death Benefit for
the Annual Interest Division is equal to that Division's Accumulation Value. The
Death Benefit for the Term Indexed Division is equal to the sum of the
Accumulation Value in each Guarantee Period in that Division. The Accumulation
Value in each Guarantee Period will be calculated using the Index Return for
each Guarantee Period as of the Certificate Anniversary immediately preceding
the date of death. For purposes of this calculation, the S&P 500 Index Value as
of the Certificate Anniversary immediately preceding the date of death.is used
as the ending value in determining the Index Growth for each Guarantee Period.
No Minimum Guaranteed Indexed Account Value will apply in determining the Death
Benefit under this provision.

Death Benefit under a Certificate
The Death Benefit under a Certificate is equal to the greater of:
     (1)  The sum of the Death  Benefit in the Annual  Interest  Division and in
          the Term Indexed Division as determined above; or
     (2)  The Contract's Minimum Guaranteed Contract Accumulation Value.

No Surrender Charge or Market Value Adjustment will be applied in determining
the Death Benefit under each Division or under a Certificate. If there are Joint
Certificate Owners and any Certificate Owner dies, we will pay the surviving
Certificate Owner(s) the Death Benefit. We will pay the amount on receipt of due
proof of the Certificate Owner's death at our Customer Service Center. Such
amount may be received in a single lump sum or, while a Certificate is in effect
and before the Annuity Commencement Date, a Certificate Owner may choose one or
more Annuity Options for the payment of Death Benefit proceeds. If, at the time
of death, no Option has been chosen for paying the Death Benefit proceeds, the
Beneficiary may choose an Option within one year.

When a Certificate Owner (or all Owners where there are Joint Owners) is not an
individual, the Death Benefit will become payable on the death of the Annuitant
prior to the Annuity Commencement Date (unless a Contingent Annuitant survived
the Annuitant). Only one Death Benefit is payable under this Certificate. In all
events, distributions under a Certificate must be made as required by applicable
law

Spousal Continuation upon Death of Owner
If at the Certificate Owner's death, the surviving spouse of the deceased
Certificate Owner is the Beneficiary, then such surviving spouse may elect to
continue the Certificate as their own, pursuant to Internal Revenue Code Section
72(s) or the equivalent provisions of the U.S. Treasury Department rules for
Qualified Plans.

How to Claim Payments to Beneficiary
We must receive proof of the Certificate Owner's (or the Annuitant's) death
before we will make any payments to the Beneficiary. We will calculate the Death
Benefit as of the date we receive due proof of death. The Beneficiary should
contact our Customer Service Center for instructions.



IU-MP-3010                             16

<PAGE>

                             CHOOSING AN INCOME PLAN
--------------------------------------------------------------------------------

ANNUITY BENEFITS

If the Certificate Owner and the Annuitant are living on the Annuity
Commencement Date, we will begin making payments to the Certificate Owner. We
will make these payments under the Annuity Option (or Options) elected by the
Certificate Owner. The Certificate Owner may elect to apply any portion of the
Accumulation Value (minus any applicable premium tax) to any Annuity Option by
making a written request at least 30 days prior to the Annuity Commencement
Date. If no Annuity Option has been elected by the Required Annuity Commencement
Date shown below, payments will be made under Option 2 on a 10-year Period
Certain basis. The amount of the payments will be determined by applying the
Accumulation Value adjusted by a Market Value Adjustment, if applicable, on the
Annuity Commencement Date in accordance with the Annuity Options section below
(see "Payments We May Defer"). A Market Value Adjustment may apply if the
Annuity Commencement Date is other than on, or during the 30-day period
immedidately following, a Guarantee Period Maturity Date. Any Surrender Charges
otherwise applicable will be waived.

For each Option we will issue a separate written agreement putting the Option
into effect.

Our approval is needed for any Option where:
     (1)  the  person  named  to  receive  payment  is  other  than  you  or the
          Beneficiary; or
     (2)  the person named is not a natural person, such as a corporation; or
     (3)  any  income  payment  would be less than the  minimum  annuity  income
          payment stated below. (see "Frequency Selection").

Before we pay any Annuity Benefits, we require the return of the Certificate. If
the Certificate has been lost, we require the applicable lost Certificate form.

ANNUITY COMMENCEMENT DATE SELECTION

The Certificate Owner selects the Annuity Commencement Date. Any date following
the first Certificate Anniversary may be selected, provided, however, it occurs
before the Required Date of Annuity Commencement stated below. On the Annuity
Commencement Date, the age of the Annuitant plus the number of years payments
are guaranteed must not exceed 100. If a date is not selected, the Annuity
Commencement Date will be in the month following the Required Date of Annuity
Commencement. In applying the Accumulation Value, we may first collect any
Premium Taxes due us.

Required Annuity Commencement Date
Distributions from a Certificate funding a Qualified Plan must commence no later
than April 1st of the calendar year following the calendar year in which a
Certificate Owner attains age 70 1/2. Otherwise, the Annuity Commencement Date
may be no later than the same date as the Certificate Date in the month
following the Annuitant's 90th birthday.

FREQUENCY SELECTION

The Certificate Owner may choose the frequency of the Annuity Payments. They may
be monthly, quarterly, semi-annually or annually. If we do not receive written
notice, the payments will be made monthly. However, the minimum monthly annuity
income payment that we will make is $50. The minimum total income payments in
any one year is $250. We have the right to increase these minimums based upon
increases reflected in the Consumer Price Index - Urban (CPI-U) since July 1,
1993. If the Annuity Option or frequency of payments elected do not meet these
minimums, we have the right to make payments at such frequency as necessary to
meet these minimum requirements.


IU-MP-3010                             17

<PAGE>

                       CHOOSING AN INCOME PLAN (CONTINUED)
--------------------------------------------------------------------------------

THE ANNUITY OPTIONS

There are four Options to choose from.  They are:

Option 1.  Income for a Fixed Period
Payment is made in equal installments for a fixed number of years. The number of
years must be at least 10 and not more than 30.  We guarantee each monthly
payment will be at least the Income for Fixed Period amount shown in the
Schedule. Values for annual, semiannual or quarterly payments are available on
request

Option 2.  Single Life Income
Payment is made to the person named in equal monthly  installments  based on one
of the following, as elected by you:
     (a)  Payments  continue as long as the Annuitant is living and cease at the
          Annuitant's death.
     (b)  Payments continue for a period certain and continue thereafter as long
          as the  Annuitant  is living.  The period  certain may be 10, 20 or 30
          years as specified by you. We guarantee  each payment will be at least
          the amount shown in the Schedule.  By age, we mean the named  person's
          age on his or her nearest birthday before the Option's effective date.
          Values for ages not shown are available on request.

Option 3.  Joint Life Income
This Option is available if there are two Annuitants, one of whom is designated
the Primary Annuitant and the other the Secondary Annuitant. Monthly payments
continue as long as at least one of the Annuitants is living based on one of the
following, as elected by you:
     (a)  Payments continue as long as either Annuitant is living;
     (b)  Payments continue for a period certain and continue thereafter as long
          as either Annuitant is living.  The period certain may be 10, 20 or 30
          years as specified by you;

Option 4 Other Annuity Plan
Payment may be made under any other method mutually agreed upon by you and us.

PAYMENT WHEN NAMED PERSON DIES

When the person named to receive payment dies, we will pay any amounts still due
as provided by the Option agreement. The amounts still due are determined as
follows:
     (1)  For Option 1 or for any remaining  guaranteed payments in Options 2(b)
          and 3(b), payments will be continued.
     (2)  For Option  2(a),  no amounts are payable  after the named  person has
          died.
     (3)  For Option 3(a),  no amounts are payable after both named persons have
          died.

IU-MP-3010                             18

<PAGE>

                           OTHER IMPORTANT INFORMATION
--------------------------------------------------------------------------------

ENTIRE CONTRACT

This Contract, including any attached Riders, endorsements, amendments and the
application of the Contractholder, constitute the entire contract between the
Contractholder and us. All statements made by the Contractholder, any
Certificate Owner or any Annuitant will be deemed representations and not
warranties.

SENDING NOTICE TO US

Any written notice or request should be sent to our Customer Service Center.

REPORTS TO CERTIFICATE OWNERS

We will send each Certificate Owner a report at least once during each
Certificate Year. The report will show the Certificate's Accumulation Value and
the Cash Surrender Value as of the Report Date. The report will also show the
allocation of the Accumulation Value as of such date and the amounts deducted
from or added to the Accumulation Value since the last report. The report will
also include any information that may be currently required by the insurance
supervisory official of the jurisdiction in which the Certificate is delivered.

ASSIGNMENT - USING A CERTIFICATE AS COLLATERAL SECURITY

A Certificate Owner may assign the Certificate as collateral security for a loan
or other obligation. This does not change the Certificate's ownership. The
Certificate Owner's rights and any Beneficiary's rights are subject to the terms
of the assignment. The Beneficiary's rights may be subordinate to those of an
assignee unless the Beneficiary was designated as an irrevocable Beneficiary
prior to the assignment. To make or release an assignment, we must receive
written notice satisfactory to us, at our Customer Service Center. We are not
responsible for the validity of any assignment.

CHANGING THIS CONTRACT

This Contract or any additional benefit riders may be changed to another annuity
plan according to our rules at the time of the change.

CONTRACT CHANGES - APPLICABLE TAX LAW

We reserve the right to make changes in this Contract or its Riders to the
extent we deem it necessary to continue to qualify this Contract as an annuity.
Any such changes will apply uniformly to all Certificates that are affected. The
Contractholder and each Certificate Owner will be given advance written notice
of such changes.

MISSTATEMENT OF AGE OR SEX

If an age or sex has been misstated, the amounts payable or benefits provided by
this Contract will be those that the Premium Payment made would have bought at
the correct age or sex.


IU-MP-3010                             19

<PAGE>

                     OTHER IMPORTANT INFORMATION (CONTINUED)
--------------------------------------------------------------------------------

NON-PARTICIPATING

Neither this Contract, nor Certificates issued hereunder, participate in our
divisible surplus.

CONTESTABILITY

Certificates issued under this Contract are incontestable from their date of
issue.

PAYMENTS WE MAY DEFER

We may, at any time, defer payment of a Certificate's Cash Surrender Value for
up to six months after we receive a request for it. We will allow interest of at
least 3.00% a year or greater if required by state law, on any Cash Surrender
deferred 30 days or more.

AUTHORITY TO MAKE AGREEMENTS

All agreements made by us must be signed by one of our officers. No other
person, including an insurance agent or broker, has the authority to:
     (1) Change any of this Contract's terms;
     (2) Extend the time for Premium Payments; or
     (3) Make any agreement binding on us.

REQUIRED NOTE ON OUR COMPUTATIONS

We have filed a detailed statement of our computations with the insurance
supervisory official in the appropriate jurisdiction. The values are not less
than those required by the law of that state or jurisdiction. Any benefit
provided by an attached Optional Benefit Rider will not increase these values
unless otherwise stated in that Rider.

FACILITY OF PAYMENT

If no Beneficiary is named, we reserve the right to pay an amount not to exceed
$2,000 to any person we determine to be entitled to such amount by reason of
incurred expenses incident to the last illness or death of a Certificate Owner.

CONFORMITY WITH LAW

If any provision of this Contract is contrary to any law to which it is subject,
such provision is considered amended to conform to such law.

RECORDS

The Contractholder will furnish us information relative to this Contract as we
may require to administer it. Such records, which in our opinion have a bearing
on this Contract, will be open to us for inspection at all reasonable times.

CERTIFICATE OWNER'S RIGHT TO EXAMINE THE CERTIFICATE

A Certificate Owner may return the Certificate to us or the agent through whom
it was purchased within 10 days of receipt (or other period provided by law). If
so returned, we will promptly refund the Accumulation Value, adjusted for any
Market Value Adjustment, plus any charges deducted (or other amount as provided
by law) as of the date the returned Certificate is received by us.


IU-MP-3010                             20

<PAGE>


























--------------------------------------------------------------------------------
SINGLE PREMIUM DEFERRED MODIFIED GUARANTEED ANNUITY GROUP MASTER CONTRACT - NO
DIVIDENDS. Annuity Benefit payable at Annuity Commencement Date. Death Benefit
payable in the event of the Certificate Owner's death prior to the Commencement
Date. Cash Surrender Values are based on a Market Value Adjustment formula if
the Certificate is held for a period less than the currently elected Guarantee
Period. Cash Surrender Values may increase or decrease based on the Market Value
Adjustment Formula.

IU-MP-3010