<PAGE>


                     ML LIFE INSURANCE COMPANY OF NEW YORK
                   A Subsidiary of Merrill Lynch & Co., Inc.
      Home Office: 100 Church Street, 11th Floor, New York, NY 10080-6511


                     Annuity Service Center: P.O. Box 44222
                        Jacksonville, Florida 32231-4222


ML LIFE INSURANCE COMPANY OF NEW YORK will make periodic annuity payments for
the life of the Annuitant or as otherwise provided in this Contract. Payments
will be made to the Owner starting on the Annuity Date.


This is a legal Contract between you and us. PLEASE READ THE CONTRACT CAREFULLY.


EXCEPT FOR FIXED ANNUITY PAYMENTS, VALUES PROVIDED BY THIS CONTRACT ARE BASED
ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT
GUARANTEED AS TO FIXED-DOLLAR AMOUNT.


TEN DAY RIGHT TO REVIEW CONTRACT: You may cancel this Contract within ten days
after you receive it. Simply return or mail it to us or your Financial
Consultant. We will refund the greater of the Contract Value or all of your
Premiums.

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                               TABLE OF CONTENTS

SECTION                                                                     PAGE
Definitions ................................................................  2
Contract Schedule ..........................................................  3
 1. General Provisions .....................................................  4
 2. Premiums ...............................................................  6
 3. The Separate Account ...................................................  6
 4. Charges and Deductions .................................................  7
 5. Transfers ..............................................................  8
 6. Withdrawals ............................................................  8
 7. Payment at Death .......................................................  9
 8. Annuity Provisions ..................................................... 11
 9. Annuity Options ........................................................ 11
10. Annuity Option Tables .................................................. 13

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    ML Life Insurance Company of New York is a stock life insurance company.





                   /s/ Anthony J. Vespa            /s/ Barry G. Skolnick
                   President                       Secretary


                           Flexible Premium Deferred
                           Variable Annuity Contract
                                Nonparticipating
<PAGE>


                                  DEFINITIONS

1.   ACCUMULATION UNIT: A unit of measure used to compute the value of your
     interest in a subaccount of the Separate Account prior to the Annuity Date.

2.   ANNUITANT: Annuity payments may depend upon the continuation of a person's
     life. That person is called the Annuitant.

3.   ANNUITY DATE: The date on which annuity payments are scheduled to begin.

4.   ATTAINED AGE: The age of a person on the Contract Date plus the number of
     full contract years since the Contract Date.

5.   BENEFICIARY: The person(s) designated by you to receive payment upon the
     death of an Owner prior to the Annuity Date.

6.   COMPANY: ML Life Insurance Company of New York. Also referred to as "we"
     or "us".

7.   CONTRACT ANNIVERSARY: The yearly anniversary of the Contract Date.

8.   CONTRACT DATE: The effective date of the Contract as shown on the Contract
     Schedule. This is usually the business day we receive your initial premium
     at our Service Center.

9.   CONTRACT VALUE: The value of your interest in the Separate Account.

10.  CONTRACT YEAR: The period from the Contract Date to the first Contract
     Anniversary, and thereafter, the period from one Contract Anniversary to
     the next Contract Anniversary.

11.  DUE PROOF OF DEATH: A certified copy of the death certificate, Beneficiary
     Statement and any additional paperwork necessary to process a death claim.

12.  FUND: An investment portfolio of an open-end management investment company
     or unit investment trust in which a subaccount invests.

13.  INDIVIDUAL RETIREMENT ACCOUNT OR ANNUITY ("IRA"): A retirement arrangement
     meeting the requirements of Section 408 of the Internal Revenue Code.

14.  NONQUALIFIED CONTRACT. A retirement arrangement plan other than a
     qualified plan described under Section 401, 403, 408, 457 or any similar
     provisions of the Internal Revenue Code.

15.  OWNER: The person or persons entitled to exercise all rights under the
     Contract. In this Contract, "you" means Owner.

16.  PREMIUMS: The money you pay into this Contract.

17.  SEPARATE ACCOUNT: This Contract is funded by a separate account of the
     Company. The separate account has multiple subaccounts which invest in
     shares or units of an underlying Fund. The separate account and the
     subaccounts currently available with this Contract are identified in the
     Contract Schedule.


                                       -2-
<PAGE>

                               CONTRACT SCHEDULE

ML LIFE INSURANCE COMPANY OF NEW YORK       Contract Number:  [J001234567]
Home Office: New York, NY                   Contract Date:    [April 1, 2000]
Annuity Service Center:                     Issue Date:       [April 5, 2000]
P.O. Box 44222                              Financial Consultant:
Jacksonville, FL  32231-4222                [ROBERT W. AGENT]
1-800-333-6524
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OWNER INFORMATION                           ANNUITANT INFORMATION
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Name: [JOHN T. DOE]                         Name: [JOHN T. DOE]

Age: [55]                                   Age: [55]       Sex: [M]
Co-Owner: [JANE A. DOE]                     Co-Annuitant: [JANE A. DOE]

Age: [55]                                   Age: [55]       Sex: [F]
Address:  [123 ANY STREET]                  Annuity Date: [APRIL 1, 2035]
          [ANYTOWN, US 01234-0033]


Maximum Owner Age: [90]                     Maximum Annuitant Age: [90]

Beneficiary:  [WILLIAM M. DOE]




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CONTRACT INFORMATION
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CONTRACT TYPE:      FLEXIBLE PREMIUM INDIVIDUAL VARIABLE ANNUITY
ASSET-BASED INSURANCE CHARGE:  [1.59% maximum]
CONTRACT FEE:       [$40 at the end of each Contract Year (and on full
                    withdrawal) if the greater of premiums less withdrawls or
                    Contract Value is less than $25,000.]
TRANSFER CHARGE:    We reserve the right to charge [$25] for each transfer
                    during a Contract Year in excess of [12.]
INITIAL PREMIUM:    [$70,000.] For the first 14 days following the Contract Date
                    all premiums will be allocated to the [Domestic Money Market
                    Subaccount.]
MINIMUM ADDITIONAL PREMIUM: [$100]
SEPARATE ACCOUNT:  [ML of New York Variable Annuity Separate Account A] (The
                   "Separate Account")
SUBACCOUNTS AND ALLOCATION AFTER 14 DAYS FOLLOWING THE CONTRACT DATE:
          [50% ML Basic Value Focus]         [   % Davis Value]
          [25% ML Domestic Money Mkt]        [   % Delaware Trend]
          [  % ML Fundmtl Grwth Focus]       [   % H&W International VIP]
          [  % ML Government Bond]           [   % MFS Emerging Growth]
          [25% ML Index 500]                 [   % MFS Growth With Income]
          [  % AIM VI Int'l Equity]          [   % PIMCO Total Return Bond]
          [  % AIM VI Value]                 [   % Seligman Small Cap Value]
          [  % Alliance Growth & Income]     [   % Van Kampen Emerging Growth]
          [  % Alliance Premier Growth]       100% TOTAL

MAXIMUM NUMBER OF SUBACCOUNTS:     [10]
MINIMUM TRANSFER AMOUNT:      [$100]
MAXIMUM NUMBER OF WITHDRAWLS DURING CONTRACT YEAR:    [6]
MINIMUM WITHDRAWAL AMOUNT:     [$100]
MINIMUM REMAINING CONTRACT VALUE AFTER WITHDRAWAL:      [$5,000]

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


                                      -3-
<PAGE>

                             1. GENERAL PROVISIONS

1.1    BENEFICIARY: The beneficiary is shown in the Contract Schedule. You may
       change the beneficiary while you are alive.

       You may name a beneficiary irrevocably. If you do so, you can later
       change the beneficiary only with the beneficiary's written consent.

       If a beneficiary does not survive you, the estate or heirs of such
       beneficiary have no rights under this Contract. However, if a beneficiary
       survives you but dies before the Contract Value is distributed, the
       estate or heirs of such beneficiary are entitled to the death benefit
       that would otherwise have been paid to such beneficiary. If no
       beneficiary survives you, payment of the death benefit will be made to
       your estate.

1.2    OWNERSHIP OF CONTRACT: Unless another Owner is named by the purchaser,
       the purchaser is the Owner. Upon notice to us you may assign the
       Contract to a new Owner. The assignment terminates all prior beneficiary
       designations. When the Contract is issued or the Owner is changed, the
       maximum age of the Owner (or older co-owner, if applicable) must be less
       than the Maximum Owner Age shown in the Contract Schedule.

       Ownership rights must be exercised by the co-owners jointly. Co-owners
       are deemed to be joint tenants with right of survivorship unless they
       indicate otherwise.

1.3    ANNUITANT: When an annuity option is elected, the amount payable as of
       the Annuity Date is based on the age (and sex, where permissible) of the
       Annuitant, the annuity option selected, and the Contract Value.

       The Annuitant may be changed at any time prior to the Annuity Date. A
       change of Annuitant by a non-natural owner will be treated as the death
       of an Owner (see Section 7.1). When the Contract is issued or a new
       Annuitant is named, the maximum age of the Annuitant (or the older
       co-annuitant, if applicable) must be less than the Maximum Annuitant Age
       shown in the Contract Schedule.

1.4    NOTICES, CHANGES AND CHOICES: To be effective, all notices, changes and
       choices you may make under this Contract must be in writing, signed and
       received by us at our Service Center, except that transfers and premium
       allocations may be made by telephone by you or your representative if
       authorized by you in writing. If acceptable to us, notices, changes, and
       choices relating to beneficiaries, ownership, Annuitants, and Annuity
       Date will take effect as of the date signed unless we have already acted
       in reliance on the prior status. We are not responsible for their
       validity.

1.5    RESTRICTIONS ON IRAS: If this Contract is issued as or as part of an IRA,
       it may not be assigned, pledged, or transferred unless permitted by law.

1.6    MISSTATEMENT OF AGE OR SEX: If the age of the Owner (or co-owner, if
       applicable) is misstated, any death benefit payable under this Contract
       will be adjusted to reflect the correct age.

       If the age or sex of the Annuitant (or co-annuitant, if applicable)
       is misstated, annuity payments will be adjusted to reflect the
       correct age and sex. Any amount we have overpaid as the result of
       such misstatement will be deducted from the next payments made by us
       under this Contract. Interest on the overpayment will be charged at
       the rate of 6% per year. Any amount we have underpaid will be paid in
       full with the next payment made by us under this Contract. We will
       pay interest on the underpayment at the rate of 6% per year.

1.7    PROOF OF AGE, SEX, OR SURVIVAL: We may require satisfactory proof of age,
       sex, or survival of any person on whose continued life any payment under
       this Contract depends.

1.8    INCONTESTABILITY: We will not contest this Contract.


                                      -4-
<PAGE>

1.9    THE CONTRACT: This Contract, any applications, and any endorsements or
       riders are the entire Contract. It is issued in consideration of the
       payment of the Initial Premium.

       Only our President, a Vice President, Secretary, or Assistant
       Secretary may change the Contract. Any change must be in writing.

       At any time we may make such changes in this Contract as are required
       to make it conform with any law, regulation, or ruling issued by a
       government agency,

1.10   NONPARTICIPATING: This Contract is nonparticipating. It does not share in
       our surplus.

1.11   DATES: Contract Years and anniversaries are measured from the Contract
       Date.

1.12   CONTRACT PAYMENTS: All sums payable to or by us are payable at our
       Service Center. We may require return of this Contract prior to making
       payment. Paid-up annuity benefits, Contract withdrawal values and death
       benefits will not be less than the minimum required by the laws of the
       state in which the Contract is delivered.

1.13   PROTECTION OF PROCEEDS: Payments under this Contract may not be assigned
       by the payee prior to their due dates. To the extent allowed by law,
       payments are not subject to legal process for debts of a payee.

1.14   PERIODIC REPORTS: At least once a year prior to the Annuity Date we will
       furnish you with a report for your Contract. It will show the current
       number of Accumulation Units, the value per Accumulation Unit and the
       Contract Value.

1.15   PAYMENTS UNDER THE CONTRACT: Payment generally will be made within seven
       days of our receipt of a completed request, but we may defer payment if:

       (a) The New York Stock Exchange is closed;

       (b) Trading on the New York Stock Exchange is restricted;

       (c) An emergency exists such that it is not reasonably practical to
           dispose of securities in the Separate Account or to determine the
           value of its assets;

       (d) The Securities and Exchange Commission by order so permits for the
           protection of security holders; or

       (e) Payment is derived from a check used to pay a Premium which has not
           cleared through the banking system.

       Conditions (b), (c) and (d) will be decided by or in accordance with
       rules of the Securities and Exchange Commission. Transfers also may be
       deferred upon the occurrence of any of the events described above.

1.16   TAX QUALIFICATION: This Contract is intended to qualify as an annuity
       contract for federal income tax purposes. To that end, the provisions of
       this Contract are to be interpreted to ensure or maintain such tax
       qualification, notwithstanding any other provision to the contrary.
       Distributions under this Contract shall be made in a time and manner
       necessary to maintain such qualification under the applicable provisions
       of the Internal Revenue Code including, in the case of an owner who is a
       non-natural person, the requirement to distribute the entire interest
       in the Contract upon any change of the Annuitant. For this purpose, the
       entire interest in the Contract is the Contract Value less any Contract
       Fee under Section 4.1. We reserve the right to amend this Contract to
       reflect any clarifications that may be needed or are appropriate to
       maintain such qualification or to conform this Contract to any applicable
       changes in the tax qualification requirements.


                                       -5-
<PAGE>

                                  2. PREMIUMS

2.1    ADDITIONAL PREMIUMS: The Minimum Additional Premium is shown on the
       Contract Schedule. Premiums may be paid at any time prior to the Annuity
       Date without prior notice to us. We will restrict your right to make
       additional premium payments as required by law.

2.2    PREMIUM ALLOCATION: Your Premiums will be allocated to the subaccounts of
       the Separate Account as you direct, as shown in the Contract Schedule.
       However, for the first 14 days following the Contract Date, all Premiums
       will be allocated to the subaccount shown under Initial Premium in the
       Contract Schedule. If you do not give us allocation instructions with
       subsequent Premiums, we will allocate those Premiums according to the
       allocation instructions last received from you.

                            3. THE SEPARATE ACCOUNT

3.1    THE SEPARATE ACCOUNT: The Separate Account is identified in the Contract
       Schedule. It is a separate investment account of ML Life Insurance
       Company of New York. With respect to the Separate Account, income, gains,
       and losses, whether or not realized, from assets allocated to the
       Separate Account are credited to or charged against the Separate Account
       without regard to other income, gains, or losses of the Company. Assets
       allocated to the Separate Account remain our property but are separate
       from our general account and any other separate accounts we may have.
       Separate Account assets, to the extent equal to the Separate Account's
       reserves and other liabilities, may not be charged with liabilities from
       any other business we conduct. We reserve the right to transfer any
       excess to our general account.

3.2    SUBACCOUNTS: Current subaccounts are shown in the Contract Schedule. We
       reserve the right to limit the number of subaccounts in which you may
       invest to the number shown in the Contract Schedule.

3.3    CHANGES TO THE SEPARATE ACCOUNT: We may make additional subaccounts
       available. We reserve the right, subject to obtaining any necessary
       regulatory approvals, to eliminate subaccounts; to substitute a new
       portfolio for the portfolio in which a subaccount invests; to deregister
       the Separate Account under the Investment Company Act of 1940 (the "1940
       Act"); to make any changes required by the 1940 Act; to operate the
       Separate Account as a managed investment company under the 1940 Act or
       any other form permitted by law; to transfer all or a portion of the
       assets of a subaccount or Separate Account to another subaccount or
       Separate Account pursuant to a combination or otherwise; and to create a
       new Separate Account.

3.4    NUMBER OF ACCUMULATION UNITS: For each subaccount the number of your
       Accumulation Units is the sum of:

              Each Premium or transfer allocated to the subaccount

                   Divided by

              The value of an Accumulation Unit for that subaccount for the
              valuation period in which we received the Premium or transfer.

       The number will be adjusted for transfers from each subaccount,
       withdrawals and charges. Adjustments will be made as of the valuation
       period in which the transaction is effective.

3.5    VALUE OF EACH ACCUMULATION UNIT: For each subaccount, the value of an
       Accumulation Unit was arbitrarily set at $10 when the subaccount was
       established. The value may increase or decrease from one valuation period
       to the next. For any valuation period the value is:


                                      -6-
<PAGE>


              The value of an Accumulation Unit for the last prior
              valuation period

                   Multiplied by

              The Net Investment Factor for that subaccount for the current
              valuation period.

3.6    NET INVESTMENT FACTOR: This is an index used to measure the investment
       performance of a subaccount from one valuation period to the next. For
       any subaccount, we determine the Net Investment Factor by dividing the
       value of the assets of the subaccount for that valuation period by the
       value of the assets of the subaccount for the preceding valuation period.
       We subtract from that result the daily equivalent of the asset-based
       insurance charge for the valuation period. We also take reinvestment of
       dividends and capital gains into account when we determine the Net
       Investment Factor.

       We may adjust the Net Investment Factor to make provision for any
       change in tax law that requires us to pay tax on earnings in the
       Separate Account and any charge that may be assessed against the
       Separate Account for assessments or federal premium taxes or federal,
       state or local excise, profits or income taxes measured by or
       attributable to the receipt of Premiums.

3.7    VALUATION PERIOD: This is the interval from one determination of the net
       asset value of a subaccount to the next. Net asset values are determined
       as of the close of business on each day the New York Stock Exchange is
       open.

                            4. CHARGES AND DEDUCTIONS

4.1    CONTRACT FEE: A Contract Fee may be deducted from the Contract Value on
       each Contract Anniversary that occurs on or prior to the Annuity Date. It
       may also be deducted upon a full withdrawal of the Contract Value if it
       is not withdrawn on a Contract Anniversary. The amount of the Contract
       Fee and circumstances under which it will be imposed are shown in the
       Contract Schedule. This charge will never increase.

4.2    ASSET-BASED INSURANCE CHARGE: This charge is made to compensate us for
       our expenses for administration of the Separate Account, for issue and
       administration of the Contract, for providing a guaranteed minimum death
       benefit, and our risks. The maximum charge equals, on an annual basis,
       the percentage shown in the Contract Schedule. The asset-based insurance
       charge is deducted daily from the net asset value of the subaccounts.

4.3    TAXES, FEES AND ASSESSMENTS: Any charges made by us attributable to
       premium taxes imposed by a state or other government will be deducted at
       the Annuity Date, except in those jurisdictions that do not allow us to
       reduce our current taxable premium income by the amount of any
       withdrawal or death benefit. In those jurisdictions, we will also deduct
       a charge for those taxes on any withdrawal or death benefit paid
       under the Contract. We may also deduct a charge for assessments or
       federal premium taxes or federal, state, or local excise, profits, or
       income taxes measured by or attributable to the receipt of Premiums.
       We also reserve the right to deduct from the Separate Account any
       taxes imposed on the Separate Account.

4.4    PAYMENT OF DEDUCTIONS: The asset-based insurance charge will be computed
       and deducted from each subaccount for each day the Contract is in force.
       The transfer charge described in Section 5.1 will be deducted pro rata
       from the subaccounts from which Contract Value is being transferred.
       Other applicable charges will be deducted from each subaccount of the
       Separate Account in the ratio of your interest in each subaccount to your
       Contract Value.


                                        -7-
<PAGE>


                                  5. TRANSFERS

5.1    TRANSFERS AMONG SUBACCOUNTS: You may transfer all or part of your
       Contract Value among the subaccounts. The number of transfers allowed
       each contract year without charge is shown in the Contract Schedule.
       We reserve the right to charge for each additional transfer as shown
       in the Contract Schedule. The minimum amount which may be transferred
       from any subaccount in any transaction is shown in the Contract
       Schedule.

       An excessive number of transfers, including short-term "market timing"
       transfers, may adversely affect the performance of the underlying
       portfolio in which a subaccount invests. If, in our sole opinion, a
       pattern of an excessive number of transfers develops for a Contract, we
       reserve the right not to process a transfer request. We also reserve the
       right not to process a transfer request when the sale or purchase of
       shares or units of an underlying portfolio is not reasonably practicable
       due to actions taken or limitations imposed by the underlying fund

5.2    DOLLAR COST AVERAGING PROGRAM: You may transfer all or part of your
       Contract Value in a designated subaccount to one or more other
       subaccounts pursuant to the Dollar Cost Averaging Program (DCA Program).
       We will transfer a specified amount each month from the subaccount that
       you designate and allocate it in accordance with your instructions to the
       subaccount(s) that you select. To elect the DCA Program you need to have
       a minimum amount in the designated subaccount equal to the amount to be
       transferred each month multiplied by the number of monthly transfers.

5.3    ASSET ALLOCATION PROGRAM: You may choose to have your premiums and
       Contract Value allocated among the subaccounts in accordance with the
       Asset Allocation Model you select based on your investment goals and risk
       tolerance. Each Model identifies specific subaccounts and the percentage
       of premium or Contract Value which should be allocated to each of these
       subaccounts. At the end of each calendar quarter we will automatically
       reallocate your Contract Value to maintain the subaccounts and
       percentages then in effect for your selected Model.

5.4    REBALANCING PROGRAM: You may choose the Rebalancing Program where you
       select the percentage of premium and Contract Value to be allocated to
       subaccounts you select based on your investment goals and risk tolerance.
       We will allocate your premiums or Contract Value to these subaccounts in
       accordance with the percentages you select. At the end of each calendar
       quarter we will automatically reallocate your Contract Value to maintain
       the particular percentage allocation among the subaccounts you have
       selected.

                                 6. WITHDRAWALS

6.1    WITHDRAWALS: You may withdraw all or part of your Contract Value. Notice
       must be received by us prior to the Annuity Date. The maximum number of
       withdrawals permitted each contract year is shown in the Contract
       Schedule. The minimum amount of each withdrawal, and the Contract Value
       that must be remaining after a withdrawal, are shown in the Contract
       Schedule. For a full withdrawal this contract must be surrendered to our
       Service Center.

6.2    SYSTEMATIC WITHDRAWAL PROGRAM: You may have automatic withdrawals of a
       specified dollar amount made periodically. We will make these
       withdrawals from the subaccounts in the same proportion as the value of
       each subbaccount bears to the Contract Value. These systematic
       withdrawals are in addition to the withdrawals permitted annually under
       the Contract. The minimum amount of each withdrawal and the remaining
       Contract Value after a withdrawal is shown in the Contract Schedule. The
       Systematic Withdrawal Program cannot extend beyond the Annuity Date.

6.3    PAYMENT OF WITHDRAWALS: Unless you notify us otherwise, partial
       withdrawals will be deducted from each subaccount in the ratio of your
       Contract Value in each subaccount to the


                                       -8-
<PAGE>


       Contract Value. Withdrawals will be based on Values for the valuation
       period in which the notice (and Contract if required) is received at our
       Service Center.

6.4    EFFECT OF WITHDRAWALS ON DEATH BENEFIT: Withdrawals will reduce on a
       proportional basis the amount payable to a beneficiary if the owner dies
       prior to the Annuity Date. See Section 7.1.1.

                              7. PAYMENT AT DEATH

                               7.1 DEATH OF OWNER
                 (including an Annuitant who is also an Owner)

7.1.1  DEATH PRIOR TO ANNUITY DATE: If an Owner dies prior to the Annuity
       Date, we will pay the beneficiary the death benefit specified below, in a
       lump sum, or if requested, under an annuity option under Section 7.1.4.
       If the Owner is a non-natural person, then the Annuitant, rather than the
       Owner will be used to determine the death benefit. The death benefit is
       determined as of the date we receive due proof of the Owner's death at
       our Service Center.

       (a) If the Owner is age 80 or over on the Contract Date, the death
           benefit is the greater of:

           (i)   the premiums paid into the Contract less "adjusted"
                 withdrawals from the Contract; or

           (ii)  the Contract Value.

           Each "adjusted" withdrawal equals the amount withdrawn multiplied by
           (i) divided by (ii) (both determined immediately prior to the
           withdrawal).

       (b) If the Owner is under age 80 on the Contract Date, the death benefit
           is the greatest of:

           (i)   the premiums paid into the Contract less "adjusted" withdrawals
                 from the Contract;

           (ii)  the Contract Value; or

           (iii) the Maximum Anniversary Value.

           Each "adjusted" withdrawal equals the amount withdrawn multiplied by
           the greater of (i) and (iii) divided by (ii) (all of which are
           determined immediately prior to the withdrawal).

       The following is an explantion and example of the effect of a withdrawal
       on the death benefit. For purposes of this example, (a)(i) of this
       section and the greater of (b)(i) and (b)(iii) of this section are
       referred to as the Guaranteed Minimum Death Benefit (GMDB).

       The adjustment to a withdrawal causes the GMDB to be reduced in the same
       proportion that the withdrawal reduces the Contract Value. For example:
       Assume that the GMDB and Contract Value immediately prior to a withdrawal
       are $50,000 and $100,000, respectively. If a $10,000 withdrawal is taken
       from the Contract, the "adjusted" withdrawal would equal the amount
       withdrawn, multiplied by the GMDB divided by the Contract Value ($10,000
       x $50,000/$100,000 = $5,000). Since a $10,000 withdrawal reduces the
       Contract Value by 10% ($10,000/$100,000) the GMDB is also reduced by
       10% or $5,000 (10% x $50,000).

7.1.2  MAXIMUM ANNIVERSARY VALUE: The Maximum Anniversary Value is equal to the
       greatest anniversary value for the Contract. An anniversary value is
       equal to the Contract Value on a Contract Anniversary increased by
       premium payments and decreased by "adjusted" withdrawals, as defined in
       Section 7.1.1(b), since that anniversary.


                                       -9-
<PAGE>


       To determine the Maximum Anniversary Value, we will calculate an
       anniversary value for each Contract Anniversary through the earlier of
       your attained age 80 or the anniversary on or prior to your date of
       death. If the Contract has co-owners, we will calculate the anniversary
       value through the earlier of the older Owner's attained age 80 or the
       anniversary on or prior to any Owner's date of death if a death
       benefit is payable.

       We will calculate the Maximum Anniversary Value based on your age (or
       the age of the older Owner, if the Contract has co-owners) on the
       Contract Date. Subsequent changes in Owner will not increase the period
       of time used to determine the Maximum Anniversary Value. If a new Owner
       has not reached attained age 80 and is older than the Owner whose age is
       being used to determine the Maximum Anniversary Value at the time of the
       ownership change, the period of time used in the calculation of the
       Maximum Anniversary Value will be based on the age of the new Owner at
       the time of the ownership change. If at the time of an ownership change
       the new Owner is attained age 80 or over, we will use the Maximum
       Anniversary Value as of the anniversary on or prior to the ownership
       change, increased by premium payments and decreased by "adjusted"
       withdrawals, as defined in Section 7.1.1(b), since that anniversary.

       If we have not received the beneficiary's instructions for making payment
       within 60 days following our receipt of the Owner's certified
       death certificate, due proof of death will be deemed to have been
       received by us on the 60th day, and payment will be made in a lump sum.

7.1.3  CONTRACT CONTINUATION OPTION: If the surviving spouse of the deceased
       Owner is the beneficiary, such spouse may choose to continue this
       Contract. The spouse shall become the "new" owner and the beneficiary
       until a new beneficiary is named. If the death benefit which would
       have been paid to the surviving spouse is greater than the Contract
       Value as of the date we determine the death benefit, we will increase the
       Contract Value of the continued Contract to equal the death benefit we
       would have paid to the surviving spouse. Your interest in each subaccount
       will be increased by the ratio of your Contract Value in each subaccount
       to your Contract Value.

7.1.4  ANNUITY OPTION: If the beneficiary is the surviving spouse of the
       deceased Owner, he or she may choose to receive payments under any of the
       annuity options of this Contract. For any other beneficiary, only those
       options are available that provide for full payment of such Owner's
       interest in the Contract:

       (a) Within five years of the date of such Owner's death;

       (b) Over the lifetime of such beneficiary of this Contract; or

       (c) Over a period that does not exceed the life expectancy, as defined by
           Internal Revenue Service regulations, of such beneficiary of this
           Contract.

       Subparagraphs (b) and (c) apply only to individuals, and such payments
       must start within one year of the date of such Owner's death. For IRAs,
       any annuity option chosen must meet the requirements of the Internal
       Revenue Code.

7.1.5  DEATH AFTER ANNUITY DATE: See Section 9.

                   7.2 DEATH OF ANNUITANT WHO IS NOT AN OWNER

7.2.1  If the Annuitant dies prior to the Annuity Date and the Annuitant is not
       the Owner, the Owner, provided the Owner is a natural person, may
       designate a new Annuitant. If one is not designated, the Owner will
       become the Annuitant. If the Owner is a non-natural person, the death
       of the Annuitant shall be treated as the death of the Owner.


                                     -10-
<PAGE>


                             8. ANNUITY PROVISIONS

8.1    ANNUITY DATE: The Annuity Date may not be later than the date the
       Annuitant would reach the Maximum Annuitant Age shown in the Contract
       Schedule. If you have not chosen an Annuity Date, it will be the date
       the Annuitant would reach the Maximum Annuitant Age shown in the Contract
       Schedule. For an IRA, if you have not chosen an Annuity Date, it will be
       the date the Annuitant reaches age 70 1/2. You may change the Annuity
       Date prior to the Annuity Date.

8.2    AMOUNT OF ANNUITY PAYMENTS: Charges made by us for premium taxes will be
       deducted from your Contract Value at the Annuity Date. The remaining
       value will be transferred to our general account and applied to the
       annuity option you selected, at our then current annuity purchase rates,
       which will be furnished on request. The annuity purchase rates will
       assume interest of not less than 3%. They will not be less favorable than
       those shown in the annuity tables in this Contract. The tables show the
       minimum guaranteed amount of each monthly payment for each $1,000 so
       applied, according to the sex (where permissible) and age at the Annuity
       Date of the Annuitant. The tables are based on the 1983 Table "a" for
       Individual Annuity Valuation, projected forward to 2000 with interest at
       3%.

8.3    ANNUITY OPTIONS: If you have not chosen an annuity option described in
       Section 9, Option 4 will apply with a 10-year guarantee period. You may
       change options prior to the Annuity Date. An option not set forth in the
       Contract may be chosen if acceptable to us.

8.4    MINIMUM ANNUITY PAYMENT: If the Contract Value to be applied at the
       Annuity Date is less than $2,000, we may pay such amount in a lump sum.
       If any payment would be less than $20, we may change the frequency so
       payments are at least $20 each.

                               9. ANNUITY OPTIONS

9.1    OPTION 1 - PAYMENTS OF A FIXED AMOUNT: Equal payments in the amount
       chosen will be made until the amount of your Contract Value transferred
       to our general account adjusted for interest credited of at least 3% is
       exhausted. The term over which such payments are made must be at least
       five years.

9.2    OPTION 2 - PAYMENTS FOR A FIXED PERIOD: Payments will be made for the
       period chosen. The period must be at least 5 years.

9.3    OPTION 3 - LIFE ANNUITY: Payments will be made for the life of the
       Annuitant. Payments will cease with the last payment due prior to the
       Annuitant's death.

9.4    OPTION 4 - LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 5,10,15 OR 20 YEARS:
       Payments will be made for the guaranteed period chosen (5, 10, 15 or 20
       years) and as long thereafter as the Annuitant lives.

9.5    OPTION 5 - LIFE ANNUITY WITH GUARANTEED RETURN OF CONTRACT VALUE:
       Payments will be made until the sum of the annuity payments equals the
       amount of your Contract Value transferred to our general account at the
       Annuity Date, and as long thereafter as the Annuitant lives.

9.6    OPTION 6 - JOINT AND SURVIVOR LIFE ANNUITY: Payments will be made during
       the lifetimes of the Annuitant and a designated second person. The amount
       of such payments will not change by reason of the death of the first
       joint Annuitant to die.

9.7    OPTION 7 - JOINT AND SURVIVOR LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR
       5, 10, 15 OR 20 YEARS: Payments will be made for the guaranteed period
       chosen (5, 10, 15 or 20 years) and as long thereafter as either of the
       Annuitants lives.


                                        -11-
<PAGE>


9.8    OPTION 8 - IRA:  This option is available only for IRAs. Annuity
       payments may be based on (a) the life expectancy of the Annuitant, (b)
       the joint life expectancy of the Annuitant and his or her spouse, or (c)
       the life expectancy of the surviving spouse if the Annuitant dies before
       the Annuity Date. Payments will be made annually. Each annual payment
       will be equal to the remaining value on that January 1, divided by the
       applicable current life expectancy, as defined by Internal Revenue
       Service regulations. Each subsequent payment will be made on the
       anniversary of the Annuity Date. Interest will be credited at our current
       rate for this option. The rate will not be less than 3%. On the death of
       the measuring life or lives prior to full distribution of the remaining
       value, the remaining value will be paid to the beneficiary in a lump sum.

9.9    DEATH OF ANNUITANT: On the death of the Annuitant while guaranteed
       amounts remain unpaid under Option 1, 2, 4, 5 or 7, the Owner may choose
       either:

       (a) To have payments continue for the amount or period guaranteed; or

       (b) To receive the present value of the remaining guaranteed payments in
           a lump sum.

       If an Owner dies while guaranteed amounts remain unpaid, the present
       value may be paid in a lump sum to the beneficiary, if the beneficiary so
       elects.

       Present values will be computed at the interest rate that was used to
       compute the amount of the initial annuity payment.

9.10   PAYMENT: Except for Option 8, monthly payments will be made beginning on
       the Annuity Date, but prior to the Annuity Date you may choose a less
       frequent payment interval. The amount of each payment on an annual,
       semiannual, or quarterly basis will be not less than the monthly payment
       computed from the annuity tables in this Contract multiplied by the
       appropriate factor.


                                     -12-
<PAGE>

                           10. ANNUITY OPTION TABLES

MINIMUM GUARANTEED MONTHLY ANNUITY PAYMENT FOR EACH $1,000 APPLIED UNDER OPTION

                     OPTION 2 (PAYMENTS FOR A FIXED PERIOD)
<TABLE>
<CAPTION>
   -------------------------------------------------------------------------
    Years    Each      Years    Each      Years    Each      Years    Each
   Payable  Payment   Payable  Payment   Payable  Payment   Payable  Payment
   -------------------------------------------------------------------------
   <S>      <C>       <C>      <C>       <C>      <C>       <C>      <C>
      5      17.91       9      10.53      13       7.71      17      6.23
      6      15.14      10       9.61      14       7.26      18      5.96
      7      13.16      11       8.86      15       6.87      19      5.73
      8      11.68      12       8.24      16       6.53      20      5.51
   -------------------------------------------------------------------------
</TABLE>

OPTION 3 (LIFE ANNUITY), OPTION 4 (LIFE ANNUITY WITH 10 OR 20 YEARS GUARANTEED)
               AND OPTION 5 (RETURN OF CONTRACT VALUE GUARANTEED)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
*Adjusted   Life     10 Years     20 Years      Return of        *Adjusted    Life     10 Years     20 Years      Return of
 Male Age  Annuity  Guaranteed   Guaranteed   Contract Value     Female Age  Annuity  Guaranteed   Guaranteed   Contract Value
-------------------------------------------------------------------------------------------------------------------------------
<S>        <C>       <C>         <C>           <C>               <C>         <C>      <C>          <C>          <C>
   56       4.42       4.37         4.20          4.21              56         4.12      4.10         4.01           4.00
   57       4.51       4.45         4.27          4.28              57         4.20      4.17         4.07           4.06
   58       4.60       4.54         4.33          4.35              58         4.28      4.25         4.13           4.13
   59       4.70       4.63         4.39          4.43              59         4.36      4.33         4.19           4.20
   60       4.80       4.73         4.46          4.51              60         4.45      4.41         4.26           4.27

   61       4.92       4.83         4.52          4.60              61         4.55      4.50         4.33           4.35
   62       5.04       4.93         4.59          4.68              62         4.65      4.59         4.40           4.43
   63       5.17       5.05         4.65          4.78              63         4.76      4.69         4.47           4.52
   64       5.30       5.16         4.72          4.88              64         4.87      4.80         4.54           4.61
   65       5.45       5.29         4.78          4.98              65         5.00      4.91         4.61           4.70

   66       5.61       5.42         4.85          5.09              66         5.13      5.03         4.68           4.80
   67       5.77       5.55         4.91          5.20              67         5.27      5.15         4.76           4.91
   68       5.95       5.69         4.97          5.32              68         5.42      5.29         4.83           5.02
   69       6.14       5.84         5.03          5.45              69         5.58      5.42         4.90           5.14
   70       6.34       5.99         5.08          5.58              70         5.75      5.57         4.97           5.27

   71       6.55       6.14         5.13          5.72              71         5.94      5.73         5.03           5.40
   72       6.78       6.30         5.18          5.86              72         6.14      5.89         5.09           5.54
   73       7.02       6.46         5.23          6.02              73         6.36      6.06         5.15           5.69
   74       7.28       6.63         5.27          6.18              74         6.60      6.23         5.21           5.85
   75       7.55       6.80         5.31          6.34              75         6.86      6.42         5.25           6.02

   76       7.84       6.97         5.34          6.52              76         7.13      6.61         5.30           6.20
   77       8.16       7.15         5.37          6.71              77         7.43      6.80         5.34           6.39
   78       8.49       7.32         5.40          6.90              78         7.75      7.00         5.37           6.59
   79       8.85       7.50         5.42          7.11              79         8.10      7.20         5.40           6.80
   80       9.24       7.76         5.44          7.32              80         8.47      7.40         5.43           7.02

   81       9.65       7.84         5.46          7.55              81         8.87      7.60         5.45           7.26
   82      10.09       8.01         5.47          7.79              82         9.31      7.79         5.47           7.51
   83      10.55       8.17         5.49          8.04              83         9.79      7.99         5.48           7.77
   84      11.05       8.32         5.49          8.31              84        10.31      8.17         5.49           8.05
   85      11.58       8.47         5.50          8.59              85        10.87      8.53         5.50           8.36
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                      OPTION 6 (JOINT AND SURVIVOR LIFE ANNUITY)
-------------------------------------------------------------------------------------------------------------------------------
*Adjusted                                        *Adjusted Male Age                                                   *Adjusted
 Female    ----------------------------------------------------------------------------------------------------------   Female
  Age          50          55           60             65           70            75              80            85       Age
-------------------------------------------------------------------------------------------------------------------------------
<S>           <C>         <C>         <C>            <C>           <C>           <C>             <C>          <C>         <C>
  50          3.46        3.54        3.60           3.65          3.69          3.71            3.72         3.73        50
  55          3.58        3.70        3.80           3.88          3.94          3.98            4.01         4.03        55
  60          3.68        3.85        4.00           4.13          4.24          4.32            4.37         4.40        60
  65          3.77        3.98        4.20           4.40          4.59          4.73            4.83         4.90        65

  70          3.84        4.09        4.38           4.67          4.96          5.21            5.41         5.55        70
  75          3.89        4.18        4.52           4.92          5.34          5.74            6.10         6.38        75
  80          3.92        4.24        4.63           5.11          5.67          6.26            6.85         7.37        80
  85          3.95        4.28        4.71           5.25          5.93          6.72            7.58         8.45        85
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

 Information for ages or Annuity Options not shown will be furnished on request.
*"Adjusted Age" is the actual age on the Annuity Dated reduced by one year for
each 10 full years between January 1, 2000 and the Annuity Date. For example:

<TABLE>
<CAPTION>
             ---------------------------------------------------------
              ANNUITY DATE          ADJUSTED AGE
             ---------------------------------------------------------
              <S>                   <C>
              Before 2010           Actual Age
              2010 to 2019          Subtract 1 year from actual age
              2020 to 2029          Subtract 2 years from actual age
              2030 to 2039          Subtract 3 years from actual age
              2040 to 2049          Subtract 4 years from actual age
             ---------------------------------------------------------
</TABLE>


                                      -13-