<Page>

                       PLEASE READ THIS CONTRACT CAREFULLY

Annuity benefit payments and other values provided by this contract, when based
on the investment performance of the Variable Account, may increase or decrease
and are not guaranteed as to fixed dollar amount. Please refer to the Value of
the Variable Account section for additional information.

VALUES REMOVED FROM A GUARANTEE PERIOD ACCOUNT PRIOR TO THE END OF ITS GUARANTEE
PERIOD MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT THAT MAY INCREASE OR DECREASE
THE VALUES. A NEGATIVE MARKET VALUE ADJUSTMENT WILL NEVER BE APPLIED TO THE
DEATH BENEFIT. A POSITIVE MARKET VALUE ADJUSTMENT, IF APPLICABLE, WILL BE ADDED
TO THE DEATH BENEFIT WHEN THE BENEFIT PAID IS THE CONTRACT'S ACCUMULATED VALUE.
PLEASE REFER TO THE MARKET VALUE ADJUSTMENT SECTION FOR ADDITIONAL INFORMATION.


                            RIGHT TO EXAMINE CONTRACT

The Owner may cancel this contract by returning it to the Company or one of its
authorized representatives within ten days after receipt. If returned, the
Company will refund an amount equal to the Accumulated Value, after application
of the Market Value Adjustment, plus any fees or other charges imposed. If,
however, the contract is issued as an Individual Retirement Annuity (IRA), the
Company will refund gross payments.


FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

Home Office:              Worcester, Massachusetts
Principal Office:         440 Lincoln Street, Worcester, Massachusetts 01653



This contract is a legal contract between First Allmerica Financial Life
Insurance Company (the Company) and the Owner and is issued in consideration of
the Initial Payment shown on the Specifications page. Additional Payments are
permitted. Payments may be allocated to Variable Sub-Accounts, the Fixed Account
or Guarantee Period Accounts. While this contract is in effect, the Company
agrees to pay annuity benefit payments beginning on the Annuity Date or to pay a
Death Benefit to the Beneficiary if an Owner dies prior to the Annuity Date.


              President                                                Secretary





              Flexible Payment Deferred Variable and Fixed Annuity
              Annuity Benefit Payments Payable on the Annuity Date
    Death Benefit Payable to Beneficiary if Owner Dies prior to Annuity Date
                                Non-Participating


                                       1
<Page>

                    TABLE OF CONTENTS (CHANGE WHEN FINALIZED)


SPECIFICATONS                                                                  3

DEFINITIONS                                                                    7

OWNER, ANNUITANT AND BENEFICIARY                                               9


THE ACCUMULATION PHASE

      PAYMENTS                                                                11

      VALUES                                                                  11

      TRANSFER                                                                14

      WITHDRAWAL AND SURRENDER                                                14

      DEATH BENEFIT                                                           17


THE PAYOUT PHASE

      ANNUITY BENEFIT                                                         19

      TRANSFER                                                                21

      WITHDRAWAL                                                              21

      PRESENT VALUE OF ANNUITY BENEFIT PAYMENTS                               23

      DEATH OF THE ANNUITANT                                                  23

      ANNUITY BENEFIT PAYMENT OPTIONS                                         24

      ANNUITY BENEFIT PAYMENT GUARANTEE OPTIONS                               24

      ANNUITY OPTION RATE TABLES                                              24


GENERAL PROVISIONS                                                            28


                                       2
<Page>

                                 SPECIFICATIONS
                        (TO BE ISSUED ON THE ISSUE DATE)

<Table>
<S><C>
Contract Type:                            Non-Qualified       Contract Number:                                 zz00600000
Issue Date:                               01/01/02            Annuity Date:                                    01/01/2035
                                                              (Must be at least 30 days after issue date)

Owner:                                    John Doe            Owner Date of Birth:                             01/01/1950
Joint Owner:                              Jack Doe            Joint Owner Date of Birth:                       01/01/1950

Annuitant:                                John Doe            Annuitant Date of Birth:                         01/01/1950
Joint Annuitant:                          Jack Doe            Joint Annuitant Date of Birth:                   01/01/1950

Annuitant Sex:                            Male                Beneficiary(ies):
Joint Annuitant Sex:                      Male                Primary:                       Surviving Joint Owner, if any
                                                              1st Contingent:                                    Mary Doe
                                                              2nd Contingent:                                    Sue Doe

Minimum Fixed Account                                 Minimum Additional Payment
Guaranteed Interest Rate: 3%                          Amount:                                                    $50.00

Guarantee Period Account                              Guarantee Period Account
Minimum Interest Rate:    3%                          Minimum Allocation Amount:                                 $1,000.00

Minimum Withdrawal                                    Maximum Alternative Annuity Date:                          01/01/2035
Amount:                   $100.00                     (Must be at least 30 days after issue date)

Minimum Annuity
Benefit Payment:          $20.00

Surrender Charge Table:

<Caption>

                                     YEARS FROM                 SURRENDER CHARGE AS A
                                     DATE OF PAYMENT            PERCENT OF THE PAYMENTS
                                     TO DATE OF WITHDRAWAL              WITHDRAWN
                                     --------------------------------------------
                                     <S>                        <C>
                                     Less Than:       1                         7 %
                                                      2                         6 %
                                                      3                         4 %
                                             Thereafter                         0%
</Table>


Withdrawal Without Surrender Charge Percentage:  10% of Gross Payment Base
 (reduced by any prior Withdrawal Without Surrender Charge in the same calendar
 year)
Mortality and Expense Risk Charge: 1.60% on an annual basis of the daily value
 of the Sub-Account assets.
Administrative Charge: .15% on an annual basis of the daily value of the
 Sub-Account assets.
Contract Fee: $30, if the Accumulated Value is less than $75,000.00.  Waived
 for 401(k)s.
Principal Office: 440 Lincoln Street, Worcester, Massachusetts 01653
 [(1-800-782-8380)]
Monthly Variable Annuity Benefit Payment will not decrease if the annual
 performance of the applicable Sub-Account(s) is 4.75% (if a 3% AIR is chosen)
 or 6.75% (if a 5% AIR is chosen).


                                       3
<Page>


Owner:           John Doe                        Contract Number:   zzz0000000

Joint Owner:     Jack Doe

Initial Payment: $10,000.00

Payment Allocation:    The Initial Payment is allocated in the following manner:


      VARIABLE SUB-ACCOUNTS:
      ---------------------

      [ INSERT NAMES OF THE VARIABLE SUB-ACCOUNTS   ]





      FIXED ACCOUNT
      -------------

      Initial Interest Rate (applies only to Initial Payment)             [3.0%]






                                       4
<Page>


Owner:                 John Doe                 Contract Number:     zz00000000

Joint Owner:           Jack Doe

       GUARANTEE PERIOD ACCOUNTS:
       --------------------------

<Table>
<Caption>
       GUARANTEE PERIOD                         INTEREST RATE                  EXPIRATION DATE
       ----------------                         -------------                  ---------------
       <S>                                      <C>                            <C>
       [2 years                                          [3.50%                       [1/01/2004
       3 years                                            3.85%                       1/01/2005
       4 years                                            4.00%                       1/01/2006
       5 years                                            4.60%                       1/01/2007
       6 years                                            4.90%                       1/01/2008
       7 years                                            5.05%                       1/01/2009
       8 years                                            5.30%                       1/01/2010
       9 years                                            5.45%                       1/01/2011
       10 years]                                          5.65%]                      1/01/2012]
</Table>



Paul/Amy--please check the rates listed here.  Thanks!






--------------
   100%                   TOTAL OF ALL ACCOUNTS




                                       5
<Page>


Owner:          John Doe                        Contract Number:   zzz0000000

Joint Owner:    Jack Doe


APPLICABLE RIDER(S) :

[Enhanced Death Benefit Rider:

      EDB Charge:

      For amounts allocated to the variable Sub-Accounts: .25% on an annual
      basis of the daily value of the Sub-Account Assets.

      The EDB charge only applies during the Accumulation Phase.]









                                       6
<Page>












                       THIS PAGE INTENTIONALLY LEFT BLANK











                                       7
<Page>














                       THIS PAGE INTENTIONALLY LEFT BLANK















                                       8
<Page>

                                                    DEFINITIONS

Accumulated Value             The aggregate value of all accounts in this
                              contract before the Annuity Date. As long as the
                              Accumulated Value is greater than zero, the
                              contract will stay in effect.

Accumulation Unit             A measure used to calculate the value of a
                              Sub-Account before annuity benefit payments begin.

Annuitant                     On and after the Annuity Date, the person upon
                              whose continuation of life annuity benefit
                              payments involving life contingency depend. Joint
                              Annuitants are permitted and unless otherwise
                              indicated, any reference to Annuitant shall
                              include Joint Annuitants.

Annuity Date                  The date annuity benefit payments begin. The
                              Annuity Date is shown on the Specifications page.
                              The Annuity Date is based on the age of the oldest
                              Owner. If there is a non-natural Owner, the
                              Annuity Date is based upon the age of the oldest
                              Annuitant. The Annuity Date can be changed to the
                              maximum alternative Annuity Date (see
                              Specifications page), which can be no later than
                              the later of the oldest Owner's age ninety or ten
                              years after the Issue Date.

Annuity Unit                  A measure used to calculate annuity benefit
                              payments under a variable annuity option.

Beneficiary                   The person, persons or entity entitled to the
                              Death Benefit prior to the Annuity Date or any
                              annuity benefit payments upon the death of the
                              Owner on or after the Annuity Date.

Company                       First Allmerica Financial Life Insurance Company.

Contract Year                 A one-year period based on the issue date or an
                              anniversary thereof.

Effective Valuation Date      The Valuation Date on or immediately following the
                              day a Payment, request for transfer, withdrawal or
                              surrender, or Proof of Death is received at the
                              Principal Office.

Fixed Account                 The part of the Company's General Account to which
                              all or a portion of a Payment or transfer may be
                              allocated.

Fund                          Each separate investment company, investment
                              series or portfolio eligible for investment by a
                              Sub-Account of the Variable Account.

General Account               All assets of the Company that are not allocated
                              to a Separate Account.

Gross Payment Base            Total gross payments made to the contract reduced
                              by withdrawals which exceed the Withdrawal Without
                              Surrender Charge amount.

Guarantee Period              The number of years that a Guaranteed Interest
                              Rate may be credited to a Guarantee Period
                              Account. The Guarantee Period may range from two
                              to ten years.

Guarantee Period Account      An account which corresponds to a Guaranteed
                              Interest Rate for a specified Guarantee Period and
                              is supported by assets in a Separate Account. The
                              Owner may only invest in a Guarantee Period
                              Account prior to the Annuity Date.


                                       9
<Page>

Guaranteed Interest Rate      The annual effective rate of interest, after daily
                              compounding, credited to a Guarantee Period
                              Account.

Market Value Adjustment       A positive or negative adjustment to earnings in a
                              Guarantee Period Account assessed if any portion
                              of a Guarantee Period Account is withdrawn or
                              transferred prior to the end of its Guarantee
                              Period.

Owner                         The person, persons or entity entitled to exercise
                              the rights and privileges of ownership under this
                              contract. Joint Owners are permitted and unless
                              otherwise indicated, any reference to Owner shall
                              include joint Owners.

Pro Rata                      How a Payment or withdrawal may be allocated among
                              the accounts. A Pro Rata allocation or withdrawal
                              will be made in the same proportion that the value
                              of each account bears to the Accumulated Value.

Proof of Death                The date on which both the death certificate and
                              all necessary claim paperwork as determined by the
                              Company have been received at the Principal
                              Office.

Request                       A request or notice made by the Owner, in a manner
                              consistent with the Company's current procedures,
                              which is received by the Company.

Separate Account              A segregated account established by the Company.
                              The assets in a Separate Account are not
                              commingled with the Company's general assets and
                              obligations. The assets of a Separate Account are
                              not subject to claims arising out of any other
                              business the Company may conduct. The amount of
                              assets held in the Separate Account will have a
                              value at least equal to the Accumulated Value of
                              the contracts that apply to the Separate Account
                              and the liabilities that vary with the experience
                              of the Separate Account for those contracts.

State                         The state or jurisdiction in which the contract is
                              issued.

Sub-Account                   A Variable Account subdivision that invests
                              exclusively in shares of a corresponding Fund.

Surrender Value               The amount payable to the Owner on full surrender
                              equal to the Accumulated Value after application
                              of any Market Value Adjustment and less any
                              surrender charge and Contract Fee.

Survivor Annuity Benefit      The number of Annuity Units (under a variable
Percentage                    joint life annuitization option) or the dollar
                              value of the annuity benefit payments (under a
                              fixed joint life annuitization option) paid during
                              the surviving Annuitant's life may be less than or
                              equal to the number of Annuity Units paid when
                              both individuals are living. The Survivor Annuity
                              Benefit Percentage is the percentage of total
                              Annuity Units or dollars paid in each annuity
                              benefit during the survivor's life. For example,
                              with a Joint and Two-thirds Survivor Option, the
                              Survivor Annuity Benefit Percentage is 66 2/3 %.
                              This percentage is only applicable after the death
                              of the first Annuitant.

Valuation Date                A day the values of all units are determined.
                              Valuation Dates occur on each day the New York
                              Stock Exchange is open for trading, or such other
                              dates when there is sufficient trading in a Fund's
                              portfolio securities such that the current unit
                              value may be materially affected.

Valuation Period              The interval between two consecutive Valuation
                              Dates.


                                       10
<Page>

Variable Account              The Company's Separate Account, consisting of
                              Sub-Accounts that invest in the underlying Funds.
















                                       11
<Page>

                              OWNER, ANNUITANT AND BENEFICIARY

Owner                         When the contract is issued, the Owner will be as
                              shown on the Specifications page. The Owner may be
                              changed in accordance with the terms of this
                              contract. Upon the death of an Owner prior to the
                              Annuity Date, a Death Benefit is paid and the
                              contract will no longer continue. The Maximum
                              Alternative Annuity Date is based upon the age of
                              the oldest Owner.

                              The Owner may exercise all rights and options
                              granted in this contract or by the Company,
                              subject to the consent of any irrevocable
                              Beneficiary. Where there are joint Owners, the
                              consent of both is required in order to exercise
                              any ownership rights.

Assignment                    Prior to the Annuity Date and prior to the death
                              of an Owner, the Owner may be changed at any time.
                              Only the Owner may assign this contract. An
                              absolute assignment will transfer ownership to the
                              assignee. This contract may also be collaterally
                              assigned as security. The limitations on ownership
                              rights while the collateral assignment is in
                              effect are stated in the assignment. Additional
                              limitations may exist for contracts issued under
                              provisions of the Internal Revenue Code.

                              An assignment will take place only when the
                              Company has actually received a written Request at
                              the Principal Office. The Company will not be
                              deemed to know of the assignment until such time.
                              When received, the assignment will take effect as
                              of the date it was signed. The assignment will be
                              subject to payments made or actions taken by the
                              Company before the change was received.

                              The Company will not be responsible for the
                              validity of any assignment nor the extent of any
                              assignee's interest. The interests of the
                              Beneficiary will be subject to any assignment.

Annuitant                     When the contract is issued, the Annuitant will be
                              as shown on the Specifications page. The Annuitant
                              may be changed in accordance with the terms of
                              this contract. Prior to the Annuity Date, an
                              Annuitant may be replaced or added unless the
                              Owner is a non-natural person. At all times there
                              must be at least one Annuitant. If the Annuitant
                              dies and a replacement is not named, the Owner
                              will be considered to be the new Annuitant. Upon
                              the death of an Annuitant prior to the Annuity
                              Date, a Death Benefit is not paid unless the Owner
                              is a non-natural person. If an annuitant is also
                              an Owner and dies, then the Owner death benefit
                              will apply.

                              A change of Annuitant will take place only when
                              the Company has actually received a Request
                              indicating the change at the Principal Office. The
                              Company will not be deemed to know of the change
                              of Annuitant until such time. When received, the
                              change of Annuitant will take effect as of the
                              date it was signed. The change of Annuitant will
                              be subject to payments made or actions taken by
                              the Company before the change was received.


                                       12
<Page>

Beneficiary                   The Beneficiary is as named on the Specifications
                              page unless subsequently changed. The Owner may
                              declare any Beneficiary to be revocable or
                              irrevocable. A revocable Beneficiary may be
                              changed at any time prior to the Annuity Date and
                              before the death of an Owner or after the Annuity
                              Date and before the death of the Annuitant. An
                              irrevocable Beneficiary must consent in writing to
                              any change. Unless otherwise indicated, the
                              Beneficiary will be revocable.

                              A Beneficiary change must be made in writing on a
                              Beneficiary designation form and will be subject
                              to the rights of any assignee of record. When the
                              Company receives the form, the change will take
                              place as of the date it was signed, even if an
                              Owner or the Annuitant dies after the form is
                              signed but prior to the Company's receipt of the
                              form. Any rights created by the change will be
                              subject to payments made or actions taken by the
                              Company before the change was received.

                              All benefits payable to the Beneficiary under this
                              contract will be divided equally among the
                              surviving Beneficiaries of the same class, unless
                              the Owner directs otherwise. If there is no
                              surviving Beneficiary in a particular class (e.g.,
                              1st Contingent Beneficiary, see Specifications
                              page), then the benefit is divided equally among
                              the surviving Beneficiaries of the next class. If
                              there is no surviving Beneficiary, the deceased
                              Beneficiary's interest will pass to the Owner or
                              the Owner's estate. At the death of the first
                              joint Owner prior to the Annuity Date, the
                              surviving joint Owner is the sole, primary
                              Beneficiary notwithstanding that the designated
                              Beneficiary may be different.

                              The Beneficiary can not assign, transfer, commute,
                              anticipate or encumber the proceeds or payments
                              unless given that right by the Owner.

Protection of Proceeds        To the extent allowed by law, this contract and
                              any payments made under it will be exempt from the
                              claims of creditors.


                                       13
<Page>

                              THE ACCUMULATION PHASE

                              PAYMENTS

Payments                      Each Payment is equal to the gross payment less
                              the amount of any applicable premium tax.

Initial Payment               The Initial Payment is shown on the Specifications
                              page.

Additional Payments           Prior to the Annuity Date and before the death of
                              an Owner, the Owner may make additional Payments
                              of at least the Minimum Additional Payment Amount
                              (see Specifications page). Total Payments made may
                              not exceed $2,000,000 without the Company's
                              consent.

Payment Allocations           Payments will be allocated in accordance with the
                              Payment Allocation, shown on the Specifications
                              page. Each subsequent Payment will be allocated in
                              the same manner unless allocation instructions
                              accompany the Payment or the Payment Allocation is
                              changed by the Owner.

                              The minimum amount that may be allocated to the
                              Guarantee Period Account is shown on the
                              Specifications page. If the Owner requests an
                              allocation less than the minimum amount, the
                              Company reserves the right to apply that amount to
                              the money market Sub-Account.

                              VALUES

Value of the Variable         The value of a Sub-Account on a Valuation Date is
Account                       determined by multiplying the Accumulation Units
                              in that Sub-Account by the Accumulation Unit Value
                              as of the Valuation Date.

                              Accumulation Units are purchased when an amount is
                              allocated to a Sub-Account. The number of
                              Accumulation Units purchased equals that amount
                              divided by the applicable Accumulation Unit Value
                              as of the Valuation Date.

Accumulation Unit             The value of a Sub-Account Accumulation Unit as of
Values                        any Valuation Date is determined by multiplying
                              the value of an Accumulation Unit for the
                              preceding Valuation Date by the Net Investment
                              Factor for that Valuation Period.

Net Investment Factor         The Net Investment Factor measures the investment
                              performance of a Sub-Account from one Valuation
                              Period to the next. This factor is equal to
                              1.000000 plus the result (which may be positive or
                              negative) from dividing (a) by (b) and subtracting
                              (c) and (d) where:

                                       (a) is the investment income of a
                                           Sub-Account for the Valuation Period,
                                           including realized or unrealized
                                           capital gains and losses during the
                                           Valuation Period, adjusted for
                                           provisions made for taxes, if any;

                                       (b) is the value of that Sub-Account's
                                           assets at the beginning of the
                                           Valuation Period;

                                       (c) is the Mortality and Expense Risk
                                           Charge applicable to the current
                                           Valuation Period (see Specifications
                                           page) plus any applicable Rider
                                           charges; and


                                       14
<Page>

                                       (d) is the Administrative Charge
                                           applicable to the current Valuation
                                           Period (see Specifications page).

                              The Company assumes the risk that its actual
                              mortality expense experience may exceed the
                              amounts provided under the contract. The Company
                              guarantees that the charge for mortality and
                              expense risks and the administrative charge will
                              not be increased. Subject to applicable State and
                              federal laws, these charges may be decreased or
                              the method used to determine the Net Investment
                              Factor may be changed.

Value of the Fixed            Amounts allocated to the Fixed Account receive
Account                       interest at rates periodically set by the Company.
                              The Company guarantees that the initial rate of
                              interest in effect when an amount is allocated to
                              the Fixed Account will remain in effect for that
                              amount for one year or until such amount is
                              transferred out of the Fixed Account, whichever is
                              sooner. Thereafter, the rate of interest for that
                              amount will be the Company's current interest
                              rate, but no less than the Minimum Fixed Account
                              Guaranteed Interest Rate (see Specifications
                              page).

                              The value of the Fixed Account on any date is the
                              sum of amounts allocated to the Fixed Account plus
                              interest compounded and credited daily at the
                              rates applicable to those amounts. The value of
                              the Fixed Account will be at least equal to the
                              minimum required by law in the State.

Value of the Guarantee        A Guarantee Period Account will be established on
Period Accounts               the date a net Payment or transfer is allocated to
                              a specific Guarantee Period. Amounts allocated to
                              the same Guarantee Period Account on the same day
                              will be treated as one Guarantee Period Account.
                              The interest rate in effect when an amount is
                              allocated to a Guarantee Period Account is
                              guaranteed for the duration of the Guarantee
                              Period. Additional amounts allocated to Guarantee
                              Periods of the same or different durations will
                              result in additional Guarantee Period Accounts,
                              each with its own Guaranteed Interest Rate and
                              expiration date. Expiration dates for Guarantee
                              Period Accounts will be shown on the payment
                              confirmations and on annual reports to the Owner.

                              The value of a Guarantee Period Account on any
                              date is the sum of amounts allocated to that
                              Guarantee Period Account plus interest compounded
                              and credited daily at the rate applicable to that
                              amount.

Guaranteed Interest           The Company will periodically set Guaranteed
Rates                         Interest Rates for each available Guarantee
                              Period. These rates will be guaranteed for the
                              duration of the respective Guarantee Periods. A
                              Guaranteed Interest Rate will never be less than
                              the Guarantee Period Account Minimum Interest Rate
                              (see Specifications page).

Renewal Guarantee             At least 15 days (but not more than 45 days) prior
Periods                       to the end of a Guarantee Period, the Company will
                              notify the Owner in writing of the expiration of
                              that Guarantee Period and of the right to
                              reallocate and/or withdraw amounts without any
                              Market Value Adjustment during the 30 day period
                              following the expiration date. Following receipt
                              of the Guarantee Period Account expiration notice,
                              the Owner may submit a written Request to withdraw
                              the monies in the account and/or to transfer
                              amounts to the Sub-Accounts, the Fixed Account
                              and/or to a new Guarantee Period Account of any
                              duration then offered by the Company. Guaranteed
                              Interest Rates corresponding to the available
                              Guarantee Periods may be higher or lower than the
                              previous Guaranteed Interest Rate. The Owner's
                              reallocation is to be the date following the
                              Guarantee Period Account's expiration date. If the
                              Owner's reallocation/withdrawal request is not
                              received at the Principal Office by the expiration
                              date of a Guarantee Period Account, then the day
                              following the expiration date of the Guarantee
                              Period Account, the value will be


                                       15
<Page>

                              automatically applied to a new Guarantee Period
                              Account with the same duration as the expired
                              Guarantee Period Account unless:

                                 (a)   the Guarantee Period Account value is
                                       less than the Guarantee Period Account
                                       Minimum Allocation Amount (see
                                       Specifications page) on its expiration
                                       date; or

                                 (b)   the Guarantee Period would extend beyond
                                       the Annuity Date or is no longer
                                       available.

                              In such cases, the Guarantee Period Account value
                              will be transferred to the money market
                              Sub-Account. If, however, a
                              reallocation/withdrawal request for the prior
                              Guarantee Period Account is received within 10
                              days of the renewal date, the Company will
                              transfer and/or withdraw the payment as requested
                              without applying a Market Value Adjustment.

Contract Fee                  Prior to the Annuity Date on each contract
                              Anniversary and when the contract is surrendered,
                              the Company will deduct a Contract Fee (see
                              Specifications page) Pro Rata.

                              TRANSFER

                              Prior to the Annuity Date, the Owner may transfer
                              amounts among accounts by Request to the Principal
                              Office. Transfers to a Guarantee Period Account
                              must be at least equal to the Minimum Guarantee
                              Period Account Allocation Amount (see
                              Specifications page). If the Owner requests the
                              transfer of a smaller amount to the Guarantee
                              Period Account, the Company may transfer that
                              amount to the money market Sub-Account.

                              Any transfer from a Guarantee Period Account prior
                              to the end of its Guarantee Period will be subject
                              to a Market Value Adjustment.

                              There is no charge for the first twelve transfers
                              per contract year. A transfer charge of up to $25
                              may be imposed on each additional transfer.

                              The contract is not designed for use by
                              individuals, professional market timing
                              organizations, or other entities that do "market
                              timing," programmed transfers, frequent transfers,
                              or transfers that are large in relation to the
                              total assets of a Fund. If there is a pattern of
                              transfers that coincides with a market timing
                              strategy and/or that is disruptive to the Funds,
                              the Company reserves the right to refuse transfers
                              or to take other action (including, but not
                              limited to, limiting additional payments) to limit
                              the use of such activities.

  Automatic Transfers         Prior to the Annuity Date, by Request, the Owner
                              may elect automatic transfers (Dollar Cost
                              Averaging) of at least $100 on a periodic basis to
                              one or more Sub-Accounts from one of the following
                              source accounts: (1) the Fixed Account; (2) the
                              money market Sub-Account; or (3) any additional
                              Sub-Accounts that the Company may offer under its
                              then current rules. Automatic transfers may not be
                              made into the Fixed Account or into a Sub-Account
                              that is to be used as the source account.

                              Automatic transfers may be made on a monthly,
                              bi-monthly, quarterly, semi-annual or annual
                              basis. The first automatic transfer and any
                              subsequent transfers out of the source account in
                              the same or subsequent contract year(s) will be
                              treated as one transfer for purposes of the
                              Transfer Provision regardless of how many
                              Sub-Accounts are involved. (The Company reserves
                              the right to limit the number of Sub-Accounts that
                              may be utilized for automatic transfers and to
                              discontinue the arrangement after the Company
                              gives 30-day written notice to the Owner.) If an
                              automatic transfer would reduce the balance in the
                              source account to less than the automatic transfer
                              amount elected, the


                                       16
<Page>

                              entire balance will be transferred proportionately
                              to the chosen Sub-Account(s). Automatic transfers
                              will continue unless the amount in the source
                              account on the date an Automatic transfer is to
                              occur is zero or until the Owner's Request is
                              received at the Principal Office.

  Automatic Account           Prior to the Annuity Date, by Request, the Owner
  Rebalancing                 may elect automatic rebalancing (Automatic Account
                              Rebalancing) of Sub-Account allocations to be made
                              at least as frequently as monthly, bi-monthly,
                              quarterly, semi-annually or annually. The Owner
                              will designate the percentage allocation for
                              amounts invested in each of the Sub-Accounts
                              chosen. On the periodic transfer dates specified
                              by the Owner, the Company will review the
                              percentage allocation in the various Sub-Accounts
                              and, as necessary, transfer funds in order to
                              reestablish the original designated percentage
                              allocation mix. The first automatic rebalancing
                              and any subsequent rebalancing in the same or
                              subsequent contract year(s) will be treated as one
                              transfer for purposes of the Transfer Provision
                              regardless of how many Sub-Accounts are involved.
                              The arrangement will terminate when the Owner's
                              Request is received at the Principal Office. (The
                              Company reserves the right to limit the number of
                              Sub-Accounts that may be utilized for automatic
                              rebalancing and to discontinue the arrangement
                              after the Company gives 30-day written notice to
                              the Owner).

                              WITHDRAWAL AND SURRENDER

                              Prior to the Annuity Date, the Owner may, by
                              Request, withdraw a part of the Surrender Value or
                              surrender the contract for its Surrender Value.

                              Any withdrawal must be at least the Minimum
                              Withdrawal Amount (see Specifications page). The
                              Request must indicate the dollar amount to be
                              withdrawn and the accounts from which it is to be
                              withdrawn. A withdrawal from a Guarantee Period
                              Account will be subject to a Market Value
                              Adjustment.

                              When surrendered, this contract terminates and the
                              Company has no further liability under it. The
                              Surrender Value will be based on the Accumulated
                              Value on the Effective Valuation Date less any
                              surrender charge and Contract fee.

                              Amounts taken from the Variable Account will be
                              paid within 7 days of the date a Request is
                              received. The Company reserves the right to defer
                              surrenders and withdrawals of amounts in the
                              Variable Account for up to six months during any
                              period when (1) trading on the New York Stock
                              Exchange is closed for other than weekends and
                              holidays; (2) the Securities and Exchange
                              Commission by order has permitted such a
                              suspension; or (3) an emergency exists as
                              determined by the Securities and Exchange
                              Commission such that disposal of portfolio
                              securities or valuation of assets of the Separate
                              Account is not reasonably practicable.

                              Amounts taken from the Fixed Account or the
                              Guarantee Period Accounts will normally be paid
                              within 7 days of the date a Request is received.
                              The Company may defer payment for up to six months
                              from the date a Request is received. If deferred
                              for 10 days or more, the amount payable will be
                              credited interest at the rate(s) then being
                              credited by the Company. However, no interest will
                              be paid if it is less than $25 or if the delay is
                              pursuant to State law.

Systematic Withdrawal         Prior to the Annuity Date, by Request, the Owner
                              may elect an automatic schedule of withdrawals
                              (Systematic Withdrawals) from amounts in the
                              Sub-Account(s) and/or the Fixed Account on a
                              monthly, bi-monthly, quarterly, semi-annual or
                              annual basis. The amount of each automatic
                              withdrawal must meet the minimum withdrawal
                              requirements discussed in the paragraph above. The
                              Owner must designate by written Request the


                                       17
<Page>

                              amount of each withdrawal and the percentage of
                              this amount which should be taken from each
                              designated Sub-Account and/or the Fixed Account,
                              or the Owner may elect to withdraw a specific
                              percentage of the Accumulated Value calculated as
                              of the withdrawal dates and may designate the
                              percentage of this amount which should be taken
                              from each account.

                              Systematic Withdrawals will automatically cease on
                              the Annuity Date. The Owner may change or
                              terminate Systematic Withdrawals by Request to the
                              Principal Office only.

Withdrawal Without            Prior to the Annuity Date, in each calendar year,
Surrender Charge              by Request, the Owner may take withdrawals up to
                              the Withdrawal Without Surrender Charge Amount
                              (see Specifications page) as of the Effective
                              Valuation Date.

                              The Withdrawal Without Surrender Charge will first
                              be deducted from cumulative earnings. To the
                              extent that it exceeds cumulative earnings, the
                              excess will be considered withdrawn on a last-in,
                              first-out basis from Payments not previously
                              withdrawn.

Withdrawal With               Any amounts withdrawn or surrendered in excess of
Surrender Charge              the Withdrawal Without Surrender Charge amount may
                              be subject to a surrender charge.

                              These amounts will be taken on a first-in,
                              first-out basis from Payments not previously
                              considered withdrawn. The Company will compute
                              applicable charges using the Surrender Charge
                              Table (see Specifications page).

Waiver of Surrender           The surrender charge will be waived if an Owner,
Charge                        or the Annuitant if the Owner is a non-natural
                              person , is "physically disabled" after the issue
                              date and after being named Owner or Annuitant and
                              before attaining age 65. The Company may require
                              proof of continuing disability, and reserves the
                              right to obtain an examination by a licensed
                              "physician" of its choice and at its expense.

                              "Physically disabled" means the Owner or Annuitant
                              has been unable to engage in an occupation or to
                              conduct daily activities for a period of at least
                              12 consecutive months as a result of disease or
                              bodily injury. "Physician" means a person other
                              than the Owner, the Annuitant or a member of one
                              of their families who is State licensed to give
                              medical care or treatment and is acting within the
                              scope of that license.

                              No additional Payments are permitted after this
                              provision becomes effective.

Market Value Adjustment       A transfer, withdrawal or surrender from a
                              Guarantee Period Account after the expiration of
                              its Guarantee Period will not be subject to a
                              Market Value Adjustment. A Market Value Adjustment
                              will apply to all other transfers, withdrawals, or
                              surrenders from a Guarantee Period Account.
                              Amounts in a Guarantee Period Account that are
                              applied under an Annuity Option are treated as
                              withdrawals and a Market Value Adjustment may
                              apply. The Market Value Adjustment will be
                              determined by multiplying the amount taken from
                              each Guarantee Period Account by the market value
                              factor. The market value factor for each Guarantee
                              Period Account is equal to:

                                                            n/365
                                         [(1 + i) / (1 + j)]     -1

                              where:

                                    i - is the Guaranteed Interest Rate
                                    expressed as a decimal being credited to the
                                    current Guarantee Period ;


                                       18
<Page>

                                    j - is the new Guaranteed Interest Rate,
                                    expressed as a decimal, for a Guarantee
                                    Period with a duration equal to the number
                                    of years remaining in the current Guarantee
                                    Period, rounded to the next nearest number
                                    of whole years. If this rate is not
                                    available, then the Company will employ a
                                    method based on the U.S. Industrial BBB Bond
                                    Indices published in Standard and Poor's
                                    Credit Week. These indices are contained in
                                    a table titled "Treasury and Corporate Bond
                                    Yields". j will be equal to the index (at
                                    the time of the calculation of the Market
                                    Value Adjustment) at a duration equal to the
                                    number of years remaining in the initial
                                    guarantee period, rounded to the nearest
                                    number of whole years less 2.55%. If a
                                    duration is not available in the table, an
                                    index will be calculated by linearly
                                    interpolating between the next highest and
                                    next lowest index in the table.

                                    n - is the number of days remaining from the
                                    Effective Valuation Date to the end of the
                                    current Guarantee Period.

                              If the Guaranteed Interest Rate being credited is
                              lower than the new Guaranteed Interest Rate, the
                              Market Value Adjustment will decrease the
                              Guarantee Period Account value (negative Market
                              Value Adjustment). Similarly, if the Guaranteed
                              Interest Rate being credited is higher than the
                              new Guaranteed Interest Rate, the Market Value
                              Adjustment will increase the Guarantee Period
                              Account value (positive Market Value Adjustment).
                              A positive or negative Market Value Adjustment
                              will never result in a change to the Guarantee
                              Period Account Value more than the interest earned
                              in excess of the Minimum Guarantee Period Account
                              Interest Rate (see Specifications page) compounded
                              daily from the beginning of the current Guarantee
                              Period Account.

                              This calculation creates a ceiling (capped) and a
                              floor (uncapped) that limits the impact a Market
                              Value Adjustment will have when money is
                              withdrawn, transferred or surrendered prior to the
                              expiration of the Guarantee Period. Examples of
                              this are as follows:

                                     The market value factor is:
                                                   n/365
                                     [(1+i)/(1+j)]      -1

                                     The following examples assume:

                                        -  A payment of $50,000 was allocated to
                                           a ten-year Guarantee Period Account
                                           with a Guaranteed Interest Rate of
                                           8%;
                                        -  The date of surrender is seven years
                                           (2,555 days from the expiration date;
                                        -  The value of the Guarantee Period
                                           Account is equal to $62,985.60 at the
                                           end of three years;
                                        -  No transfers or withdrawals affecting
                                           this Guarantee Period Account have
                                           been made and
                                        -  the Guarantee Period Account Minimum
                                           Interest Rate is 3%.


                                    NEGATIVE MARKET VALUE ADJUSTMENT (UNCAPPED):
                                    --------------------------------------------
                                    Assume that on the date of surrender, the
                                    current rate (j) is 10.00% or 0.10

     The market value factor                            n/365
                                    =      [(1+i)/(1+j)]     -1
                                                            2555/365
                                    =      [(1+.08)/(1+.10)]        -1
                                                   7
                                    =      (.98182) -1
                                    =      -.12054


                                       19
<Page>

     The market value adjustment    =      the market value factor multiplied by
                                           the withdrawal
                                    =      -.12054  x $62,985.60
                                    =      -$7,592.11

                                    POSITIVE MARKET VALUE ADJUSTMENT (UNCAPPED):
                                    --------------------------------------------
                                    Assume that on the date of surrender, the
                                    current rate (j) is 7.00% or 0.07

     The market value factor                            n/365
                                    =      [(1+i)/(1+j)]     -1
                                                           2555/365
                                    =      [(1+.08)/(1+.07)        -1
                                                    7
                                    =      (1.00935) -1
                                    =      .06728
     The market value adjustment    =      the market value factor multiplied by
                                           the withdrawal
                                    =      .06728 x $62,985.60
                                    =      $4,237.90

                                    NEGATIVE MARKET VALUE ADJUSTMENT (CAPPED):
                                    --------------------------------------------
                                    Assume that on the date of surrender, the
                                    current rate (j) is 11.00% or 0.11

     The market value factor                            n/365
                                    =      [(1+i)/(1+j)]     -1
                                                           2555/365
                                    =      [(1+.08)/(1+.11)        -1
                                                   7
                                    =      (.97297) -1
                                    =      -.17454
     The market value adjustment    =      Maximum of the market value factor
                                           multiplied by the withdrawal or the
                                           negative of the excess interest
                                           earned over 3%
                                    =      Maximum (-.17454 x $62,985.60 or -
                                                            3        3
                                           $50,000 x [(1.08)  -(1.03) ]
                                    =      Maximum (- $10,992.38 or -$8,349.25)
                                    =      -$8,349.25

                                    POSITIVE MARKET VALUE ADJUSTMENT (CAPPED):
                                    --------------------------------------------
                                    Assume that on the date of surrender, the
                                    current rate (j) is 5.00% or 0.05

     The market value factor                            n/365
                                    =      [(1+i)/(1+j)]     -1
                                                           2555/365
                                    =      [(1+.08)/(1+.05)        -1
                                                    7
                                    =      (1.02857) -1
                                    =      .21798
     The market value adjustment    =      Minimum of the market value factor
                                           multiplied by the withdrawal or the
                                           excess interest earned over 3%
                                    =      Minimum of (.21978x$62,985.60 or
                                           $8,349.25)
                                    =      Minimum of ($13,729.78 or $8,349.25)
                                    =      $8,349.25

                              DEATH BENEFIT

                              At the death of an Owner prior to the Annuity
                              Date, the Company will pay to the Beneficiary a
                              Death Benefit upon receipt at the Principal Office
                              of Proof of Death. If the Owner is a non-natural
                              person, prior to the Annuity Date, a Death Benefit
                              is paid on the death of an Annuitant, upon receipt
                              at the Principal Office of Proof of Death.

Death Benefit                 The Death Benefit will be the greater of:


                                       20
<Page>

                                 (a)   the Accumulated Value on the Effective
                                       Valuation Date, increased by any positive
                                       Market Value Adjustment; or

                                 (b)   the sum of the gross payments made under
                                       this contract prior to the date of death,
                                       proportionately reduced to reflect all
                                       partial withdrawals.

                                       For each withdrawal, the proportionate
                                       reduction is calculated by multiplying
                                       the Death Benefit under the (b) option,
                                       immediately prior to the withdrawal, by
                                       the following:

                                               Amount of the withdrawal
                                               ------------------------
                                       Accumulated Value immediately prior to
                                       the withdrawal

                              For example assume:

                              - the amount of the withdrawal is $5,000
                              - the Accumulated Value immediately prior to the
                                withdrawal is $100,000
                              - the death benefit under (b) above, before the
                                withdrawal deduction, is $110,000.

<Table>
                              <S>                                  <C>
                                Amount of the withdrawal           $5,000
                              ----------------------------         ------
                              Accumulated Value immediately =      $100,000     =    5%
                                prior to the withdrawal
</Table>

                              Therefore, the death benefit under (b) above,
                              after the withdrawal deduction, is reduced by 5%.
                              Thus, it would be equal to $110,000 times .05 =
                              $104,500.

Payment of the Death          Unless the Owner has specified otherwise, the
Benefit                       Death Benefit will be paid to the Beneficiary
                              within 7 days of the Effective Valuation Date.
                              Alternatively, the Beneficiary may, by a Request
                              in writing, elect to:

                                 (a)   defer distribution of the Death Benefit
                                       for a period no more than 5 years from
                                       the date of death; or

                                 (b)   receive distributions over his/her life
                                       expectancy (or over a period not
                                       extending beyond such life expectancy).
                                       Distributions must begin within one year
                                       from the date of death.

                              If distribution of the Death Benefit is deferred
                              under (a) or (b), any value in the Guarantee
                              Period Accounts will be transferred to the money
                              market Sub-Account. The excess, if any, of the
                              Death Benefit over the Accumulated Value will also
                              be transferred to the money market Sub-Account.
                              The Beneficiary may, by Request, effect transfers
                              and withdrawals, but may not make additional
                              Payments. If there are multiple Beneficiaries, the
                              consent of all is required.

                              If the sole Beneficiary is the deceased Owner's
                              spouse, the Beneficiary may, by a Request in
                              writing, continue the contract and become the new
                              Owner and Annuitant subject to the following:

                                       (a) any value in the Guarantee Period
                                       Accounts will be transferred to the money
                                       market Sub-Account;

                                       (b) the excess, if any, of the Death
                                       Benefit over the contract's Accumulated
                                       Value will be also transferred to the
                                       money market Sub-Account;

                                       (c) additional Payments may be made; and


                                       21
<Page>

                                       (d) any subsequent spouse of the new
                                       Owner, if named as the Beneficiary, may
                                       not continue the contract.






















                                THE PAYOUT PHASE


                                       22
<Page>

                                 ANNUITY BENEFIT

Annuity Options               Annuity Options are available on a fixed, variable
                              or combination fixed and variable basis. The
                              Annuity Options described below or any alternative
                              option offered by the Company may be chosen. If no
                              option is chosen, monthly benefit payments will be
                              made under the Life Annuity with 10 Years Period
                              Certain option.

                              Fixed annuity options are funded through the
                              General Account. Variable annuity options may be
                              funded through one or more of the Sub-Accounts.
                              Not all Sub-Accounts may be made available.

Selection of Annuity          The Owner must select an Annuity Benefit Payment
Benefit Payments              Option prior to or after the issue date but before
                              the Annuity Date. Annuity benefit payments will be
                              paid monthly or at any other frequency currently
                              offered by the Company. If the first payment would
                              be less than the Minimum Annuity Benefit Payment
                              (see Specifications page), a single payment will
                              be made instead. If a life annuity option has been
                              elected, satisfactory proof of the date of birth
                              of the Annuitant must be received at the Principal
                              Office before any payment is made. Also, if a life
                              annuity option has been elected, from time to
                              time, the Company may require satisfactory proof
                              that the Annuitant is alive. The annuity benefit
                              payments provided under this contract are not less
                              than those required by the State.

Selection or Change           The Owner must select an Annuity Date when
Of Annuity Date               selecting an Annuity Benefit Payment Option. Prior
                              to such Annuity Date, the Owner may change the
                              Annuity Date by Request. The Request must be
                              received at the Principal Office at least one
                              month before the new Annuity Date. To the extent
                              permitted by applicable laws, rules and
                              regulations governing variable annuities, the new
                              Annuity Date must be no later than the Maximum
                              Alternative Annuity Date shown on the
                              Specifications page, which can be no later than
                              the later of the oldest Owner's age ninety or ten
                              years after the Issue Date.

Annuity Benefit Payment       In the case of a variable annuity option, the
Change Frequency              Owner must select an Annuity Benefit Payment
                              Change Frequency. This is the frequency of change
                              in the dollar value of the variable annuity
                              benefit payments. For example, if an annual
                              Annuity Benefit Payment Change Frequency is
                              chosen, the dollar value of variable annuity
                              benefit payments will remain constant within each
                              one-year period. The Owner must also select the
                              date of the first change.

Assumed Investment            In the case of a variable annuity option, the
Return                        Owner must select an Assumed Investment Return
                              ("AIR") from the options currently made available
                              by the Company. This rate is used to determine the
                              initial variable annuity benefit payment and how
                              the payment will change over time in response to
                              the performance of the selected Sub-Accounts. If
                              the actual performance of any selected Sub-Account
                              (as measured by the Net Investment Factor) is
                              equal to the AIR, the annuity benefit payment
                              attributable to that Sub-Account will be constant.
                              If the actual performance is greater than the AIR,
                              the annuity benefit payment will increase. If the
                              actual performance is less than the AIR, the
                              annuity benefit payment will decrease.

Annuity Value                 The Annuity Value will be the Accumulated Value,
                              after application of any Market Value Adjustment,
                              less any applicable premium tax. The Annuity Value
                              applied under a variable Annuity Option is based
                              on the Accumulation Unit Value on a Valuation Date
                              not more than four weeks, uniformly applied,
                              before the Annuity Date.


                                       23
<Page>

                              The amount of the first annuity benefit payment
                              under all available options except period certain
                              options will depend on the age and/or sex of the
                              Annuitant on the Annuity Date and the Annuity
                              Value applied. Period certain options are based
                              only on the duration of payments and the Annuity
                              Value.

                              The annuity benefit payments under the contract
                              will be equal to or greater than the annuity
                              benefit payments under a single premium immediate
                              variable annuity issued by the Company where the
                              initial payment is equal to the greater of:

                                        (a) the Surrender Value of the contract;
                                            or

                                        (b) 95% of the Accumulated Value of the
                                            contract.

                              In addition, the fixed annuity benefit payments
                              will be equal to or greater than the annuity
                              benefit payments produced when the Accumulated
                              Value is applied to the guaranteed rates.

Annuity Unit Values           A Sub-Account Annuity Unit Value on any Valuation
                              Date is equal to its value on the preceding
                              Valuation Date multiplied by the product of:

                                   (a) a discount factor equivalent to the
                                       Assumed Investment Return, calculated on
                                       a daily basis; and

                                   (b) the Net Investment Factor of the
                                       Sub-Account funding the annuity benefit
                                       payments for the applicable Valuation
                                       Period.

                              The value of an Annuity Unit as of any date other
                              than a Valuation Date is equal to its value as of
                              the preceding Valuation Date.

                              Each variable annuity benefit payment is equal to
                              the number of Annuity Units multiplied by the
                              applicable value of an Annuity Unit, except that
                              under a Joint and Survivor Option, after the first
                              death, the number of units in each payment is
                              equal to the total number of units multiplied by
                              the Survivor Annuity Benefit Percentage.

                              Variable annuity benefit payments will increase or
                              decrease with the value of the Annuity Units as of
                              the date of the first payment of each Annuity
                              Benefit Payment Change Frequency. The Company
                              guarantees that the amount of each variable
                              annuity benefit payment will not be affected by
                              changes in mortality and expense experience.

Number of Annuity Units       For each Sub-Account the number of Annuity Units
                              determining the benefit payable is equal to the
                              amount of the first annuity benefit payment
                              divided by the value of the Annuity Unit as of the
                              Valuation Date used to calculate the amount of the
                              first payment. Once annuity benefit payments
                              begin, the number of Annuity Units will not change
                              unless a split, a withdrawal or a transfer is
                              made.

Payment of Annuity            Annuity Benefit Payments are paid to the Owner. By
Benefit Payments              Request in writing, the Owner may direct that
                              payments are made to another person, persons or
                              entity. If an Owner, who is not also an Annuitant,
                              dies on or after the Annuity Date, the following
                              occurs:

                                   (a) If the deceased Owner was the sole Owner,
                                       then the remaining annuity benefit
                                       payments will be payable to the
                                       Beneficiary in


                                       24
<Page>

                                       accordance with the terms of the Annuity
                                       Option selected. Upon the death of a sole
                                       Owner, the Beneficiary becomes the Owner
                                       of the contract.

                                   (b) If the contract has joint Owners, then
                                       the remaining annuity benefit payments
                                       will be payable to the surviving joint
                                       Owner in accordance with the terms of the
                                       Annuity Option selected. Upon the death
                                       of the surviving joint Owner, the
                                       Beneficiary becomes the Owner of the
                                       contract.

                              TRANSFER

                              After the Annuity Date and prior to the death of
                              the Annuitant, the Owner may transfer among
                              Sub-accounts by Request to the Principal Office.

                              Transfers may increase or decrease the number of
                              Annuity Units in each subsequent payment.

                              There is no charge for the first twelve transfers
                              per contract year. A transfer charge of up to $25
                              may be imposed on each additional transfer.

                              The contract is not designed for use by
                              individuals, professional market timing
                              organizations, or other entities that do "market
                              timing," programmed transfers, frequent transfers,
                              or transfers that are large in relation to the
                              total assets of a Fund. If there is a pattern of
                              transfers that coincides with a market timing
                              strategy and/or that is disruptive to the Funds,
                              the Company reserves the right to refuse transfers
                              or to take other action to limit the use of such
                              activities.

                              By Request, the Owner may elect automatic
                              rebalancing (Automatic Account Rebalancing) of
                              Sub-Account allocations to be made at least as
                              frequently as monthly, bi-monthly, quarterly,
                              semi-annually or annually. The Owner will
                              designate the percentage allocation for amounts
                              invested in each of the Sub-Accounts chosen. On
                              the periodic transfer dates specified by the
                              Owner, the Company will review the percentage
                              allocation in the various Sub-Accounts and, as
                              necessary, transfer funds in order to reestablish
                              the original designated percentage allocation mix.
                              If the amount necessary to reestablish the
                              designated mix on any transfer date is less than
                              $100, no transfer will be made. The first
                              automatic rebalancing and any subsequent
                              rebalancing in the same or subsequent contract
                              year(s) will be treated as one transfer for
                              purposes of the Transfer Provision regardless of
                              how many Sub-Accounts are involved. The
                              arrangement will terminate when the Owner's
                              Request is received at the Principal Office. (The
                              Company reserves the right to limit the number of
                              Sub-Accounts that may be utilized for automatic
                              rebalancing and to discontinue the arrangement
                              after the Company gives 30-day written notice to
                              the Owner).

                              WITHDRAWAL

                              Present Value Withdrawals may be made in
                              accordance with this provision after the Annuity
                              Date and prior to the death of the Annuitant.
                              Withdrawals are available if one of the following
                              Annuity Options is selected:

                                (a) Payments Guaranteed for a Specified Number
                                    of Years Annuity or

                                (b) Life with Payments for a Guaranteed for a
                                    Specified Number of Years Annuity Over the
                                    life of the contract, the Owner may request
                                    withdrawals that represent


                                       25
<Page>

                                    a percentage of the Present Value of those
                                    remaining guaranteed annuity benefit
                                    payments. "Guaranteed annuity benefit
                                    payments" refers to the non-life contingent
                                    annuity benefit payments. Each year a
                                    withdrawal is taken under this provision,
                                    the Company records the percentage
                                    withdrawn. Each withdrawal proportionately
                                    reduces future annuity benefit payments.
                                    (See proportionate reduction calculation
                                    below.) The total percentage withdrawn over
                                    the life of the contract cannot exceed the
                                    Present Value Withdrawal Amount (see
                                    Specifications page).

                                    For the Life with Payments Guaranteed for a
                                    Specified Number of Years Annuity Option,
                                    only one Request for a withdrawal may be
                                    made each calendar year.

                                    For fixed Annuity Options, each withdrawal
                                    proportionately reduces the dollar amount of
                                    each future guaranteed annuity benefit
                                    payment. The proportionate reduction is
                                    calculated by multiplying the dollar amount
                                    of each future guaranteed annuity benefit
                                    payment by the following:

                                               Amount of the withdrawal
                                               ------------------------
                                    Present Value of all remaining fixed
                                     guaranteed annuity benefit payments
                                    immediately prior to the withdrawal.

                                    For variable Annuity Options, each
                                    withdrawal proportionately reduces any
                                    remaining guaranteed payments. The
                                    proportionate reduction is calculated by
                                    multiplying the number of Annuity Units in
                                    each future guaranteed annuity benefit
                                    payment by the following:

                                               Amount of the withdrawal
                                               ------------------------
                                    Present Value of all remaining variable
                                      guaranteed annuity benefit payments
                                      immediately prior to the withdrawal.

                                    If an Annuitant is still living after there
                                    are no remaining guaranteed payments under a
                                    Life with Payments Guaranteed for a
                                    Specified Number of Years Annuity Option:

                                      (a) for variable Annuity Options, the
                                          number of Annuity Units will increase
                                          to the number of Annuity Units payable
                                          prior to any withdrawals, adjusted for
                                          transfers.

                                      (b) for fixed Annuity Options, the dollar
                                          amount of the annuity benefit payments
                                          will increase to the amount payable
                                          prior to any withdrawals, adjusted for
                                          transfers.

                                    Amounts withdrawn that were applied under a
                                    variable Annuity Option will be paid within
                                    7 days of the date a Request is received.
                                    The Company reserves the right to defer
                                    surrenders and withdrawals of amounts
                                    applied under a variable Annuity Option for
                                    up to six months during any period when (1)
                                    trading on the New York Stock Exchange is
                                    closed for other than weekends and holidays;
                                    (2) the Securities and Exchange Commission
                                    by order has permitted such a suspension; or
                                    (3) an emergency exists as determined by the
                                    Securities and Exchange Commission such that
                                    disposal of portfolio securities or
                                    valuation of assets of the Separate Account
                                    is not reasonably practicable.

                                    Amounts withdrawn that were applied under a
                                    fixed Annuity Option will normally be paid
                                    within 7 days of the date a Request is
                                    received. The Company may defer payment for
                                    up to six months from the date a Request is
                                    received. If deferred for 10 days or more,
                                    the amount payable will be credited interest
                                    at the rate(s) then being credited by the
                                    Company. However, no interest will be paid
                                    if it is less than $25 or if the delay is
                                    pursuant to State law.


                                       26
<Page>

                                    PRESENT VALUE OF ANNUITY BENEFIT PAYMENTS

                                    For a variety of purposes, it is at times
                                    necessary to determine the Present Value of
                                    either all future annuity benefit payments
                                    or of future guaranteed annuity benefit
                                    payments. Present Values are calculated
                                    based on the Annuity 2000 Mortality Table,
                                    male, female or unisex rates as appropriate,
                                    and the interest rate or AIR used to
                                    determine the annuity benefit payments.

                                    DEATH OF THE ANNUITANT

                                    Unless otherwise indicated by the Owner,
                                    upon the death of the Annuitant, the Present
                                    Value of the remaining guaranteed annuity
                                    benefit payments may be paid to the Owner.









                                       27
<Page>

                                    ANNUITY BENEFIT PAYMENT OPTIONS

                                    PERIOD CERTAIN ANNUITY:

                                    Periodic annuity benefit payments for a
                                    chosen number of years. The number of years
                                    selected may be from 10 to 30, or any other
                                    period currently made available by the
                                    Company.

                                    LIFE ANNUITY:

                                          (a) Single Life - Periodic annuity
                                              benefit payments during the
                                              Annuitant's life. The annuity
                                              benefit payments do not continue
                                              after the death of the Annuitant.

                                          (b) Joint and Survivor - Periodic
                                              annuity benefit payments during
                                              the joint lifetime of the Joint
                                              Annuitants. For variable options,
                                              after the first death, the number
                                              of units in each payment during
                                              the lifetime of the survivor is
                                              equal to the total number of units
                                              multiplied by the Survivor Annuity
                                              Benefit Percentage. For fixed
                                              options, after the first death,
                                              the dollar amount of each payment
                                              during the lifetime of the
                                              survivor is equal to the dollar
                                              value of each payment paid prior
                                              to such death multiplied by the
                                              Survivor Annuity Benefit
                                              Percentage.

                                    LIFE ANNUITY GUARANTEE OPTIONS

                                    If a life Annuity Option has been elected,
                                    the Owner may also select one of the
                                    following guarantees:

                                    PERIOD CERTAIN

                                    Periodic guaranteed payments for a period of
                                    10 to 30 years, or any other period
                                    currently made available by the Company.

                                    CASH BACK

                                    Upon notification of the Annuitant's death,
                                    any excess of the Annuity Value applied over
                                    the total amount of the annuity benefit
                                    payments will be paid to the Owner or
                                    Beneficiary, whichever is applicable.

                                    ANNUITY OPTION RATE TABLES

                                    The first variable annuity benefit payment
                                    will be based on the greater of the
                                    guaranteed minimum Annuity Option Rates
                                    shown in the tables on the following pages
                                    or the Annuity Option Rates made available
                                    by the Company on the rate basis available
                                    at the time the Annuity Option is selected.
                                    The fixed annuity benefit payments will be
                                    based on the greater of the guaranteed
                                    minimum Annuity Option Rates shown in the
                                    tables on the following pages or the
                                    Company's non-guaranteed current Annuity
                                    Option Rates applicable to this class of
                                    contracts. The Company guarantees that once
                                    an Annuity Option is selected, the annuity
                                    benefit payments will not be affected by
                                    changes in mortality and expense experience.



                                       28
<Page>

                              ANNUITY OPTION TABLES

                      FIRST MONTHLY ANNUITY BENEFIT PAYMENT
                    FOR EACH $1,000 OF ANNUITY VALUE APPLIED

<Table>
<Caption>
     AGE                LIFE ANNUITY WITH                              LIFE                                LIFE ANNUITY
   NEAREST           10 YEARS PERIOD CERTAIN                          ANNUITY                              WITH CASHBACK
   PAYMENT

                  MALE       FEMALE        UNISEX         MALE         FEMALE       UNISEX         MALE         FEMALE       UNISEX
   <S>            <C>        <C>           <C>            <C>          <C>          <C>            <C>          <C>          <C>
      50          4.05        3.81          3.91          4.08          3.83         3.93          3.90          3.72         3.79

      51          4.11        3.87          3.97          4.15          3.89         3.99          3.96          3.77         3.85
      52          4.18        3.93          4.03          4.22          3.95         4.06          4.01          3.82         3.90
      53          4.25        3.99          4.10          4.30          4.01         4.13          4.07          3.88         3.96
      54          4.33        4.06          4.17          4.38          4.08         4.20          4.14          3.94         4.02
      55          4.41        4.13          4.24          4.46          4.15         4.28          4.20          3.99         4.07

      56          4.49        4.20          4.32          4.55          4.23         4.36          4.27          4.06         4.14
      57          4.58        4.28          4.40          4.65          4.31         4.45          4.34          4.12         4.21
      58          4.68        4.36          4.49          4.75          4.40         4.54          4.42          4.19         4.28
      59          4.78        4.45          4.58          4.86          4.49         4.64          4.50          4.26         4.36
      60          4.88        4.54          4.67          4.98          4.59         4.74          4.58          4.34         4.44

      61          4.99        4.63          4.77          5.10          4.69         4.85          4.67          4.42         4.52
      62          5.10        4.73          4.88          5.23          4.80         4.97          4.76          4.50         4.60
      63          5.23        4.84          4.99          5.37          4.92         5.10          4.85          4.59         4.69
      64          5.35        4.95          5.11          5.52          5.04         5.24          4.95          4.68         4.79
      65          5.48        5.07          5.24          5.69          5.18         5.38          5.06          4.78         4.89

      66          5.62        5.20          5.37          5.86          5.32         5.54          5.17          4.89         5.00
      67          5.77        5.33          5.51          6.04          5.47         5.70          5.28          4.99         5.11
      68          5.92        5.47          5.65          6.24          5.64         5.88          5.40          5.11         5.23
      69          6.07        5.62          5.80          6.45          5.82         6.07          5.52          5.23         5.35
      70          6.23        5.78          5.96          6.67          6.01         6.27          5.66          5.36         5.48

      71          6.39        5.94          6.12          6.90          6.21         6.49          5.79          5.49         5.61
      72          6.56        6.11          6.29          7.16          6.44         6.72          5.94          5.63         5.75
      73          6.73        6.29          6.47          7.43          6.68         6.98          6.09          5.78         5.90
      74          6.90        6.48          6.65          7.71          6.94         7.25          6.24          5.94         6.06
      75          7.08        6.67          6.83          8.02          7.22         7.54          6.41          6.11         6.23
</Table>


             These tables are based on an annual interest rate of 3%
                      and the Annuity 2000 Mortality Table


                                       29
<Page>


                      FIRST MONTHLY ANNUITY BENEFIT PAYMENT
                    FOR EACH $1,000 OF ANNUITY VALUE APPLIED

<Table>
<Caption>
                                          JOINT AND SURVIVOR LIFE ANNUITY
                                                      OLDER AGE

                                          50        55        60        65         70        75        80
<S>          <C>                          <C>       <C>       <C>       <C>        <C>       <C>       <C>
Y            50                           3.53      3.61      3.68      3.73       3.76      3.79      3.80

O            55                                     3.77      3.88      3.97       4.04      4.08      4.11

U            60                                               4.10      4.25       4.36      4.45      4.50

N            65                                                         4.55       4.74      4.90      5.01

G            70                                                                    5.16      5.43      5.64

E            75                                                                              6.02      6.41

R            80                                                                                        7.25

A

G

E
</Table>

<Table>
<Caption>
                                          JOINT AND TWO-THIRDS SURVIVOR LIFE ANNUITY
                                                           OLDER AGE

                                          50        55        60        65         70        75        80
<S>          <C>                          <C>       <C>       <C>       <C>        <C>       <C>       <C>
Y            50                           3.80      3.93      4.09      4.25       4.43      4.61      4.80

O            55                                     4.11      4.29      4.49       4.70      .491      5.13

U            60                                               4.53      4.77       5.02      5.29      5.55

N            65                                                         5.09       5.42      5.75      6.07

G            70                                                                    5.88      6.31      6.75

E            75                                                                              6.99      7.59

R            80                                                                                        8.58

A

G

E
</Table>


            These tables are based on an annual interest rate of 3 %
                      and the Annuity 2000 Mortality Table


                                       30
<Page>


                      FIRST MONTHLY ANNUITY BENEFIT PAYMENT
                    FOR EACH $1,000 OF ANNUITY VALUE APPLIED

<Table>
<Caption>
                               NUMBER OF            VARIABLE OR FIXED ANNUITY FOR A
                                  YEARS                      CERTAIN PERIOD
                               <S>                  <C>
                                    10                                9.61

                                    15                                6.87

                                    20                                5.51

                                    25                                4.71

                                    30                                4.18
</Table>


            These tables are based on an annual interest rate of 3%
                     And the Annuity 2000 Mortality Tables.





                                       31
<Page>

                                    GENERAL PROVISIONS

Entire Contract                     The entire contract consists of this
                                    contract, any application attached at issue,
                                    riders and any endorsements. All statements
                                    made by the Owner shall be deemed
                                    representations and not warranties and no
                                    such statements shall be used in any contest
                                    unless it is contained in a written signed
                                    application nor, if such statement was made
                                    by an Owner, unless a copy of the
                                    application containing such statements is
                                    attached to the contract when issued. This
                                    contract is delivered in and governed by the
                                    laws of the State.

Misstatement of Age                 If the age or sex of an individual is
or Sex                              misstated, the Company will adjust all
                                    benefits payable to that which would be
                                    available at the correct age or sex. Any
                                    underpayments already made by the Company
                                    will be paid immediately. Any overpayments
                                    will be deducted from future annuity benefit
                                    payments. Any overpayments or underpayments
                                    will be charged or credited with interest as
                                    applicable at a rate of 6%.

Failure to Notify Company
of Annuitant Death                  After the Annuity Date and once notified of
                                    the Annuitant's death, the Company reserves
                                    the right to recover any overpaid annuity
                                    benefit payments.

Modifications                       Only the President or Vice President of the
                                    Company, with prior approval of the
                                    Superintendent of Insurance, may modify or
                                    waive any provisions of this contract.
                                    Agents or Brokers are not authorized to do
                                    so. Modifications will not be affected by
                                    written endorsement signed by the
                                    appropriate officer.

Incontestability                    The Company cannot challenge the validity of
                                    this contract after it has been in force for
                                    more than two years from the date of issue.

Minimums                            All values and benefits available under this
                                    contract equal or exceed those required by
                                    the State in which the contract is
                                    delivered.

Annual Report                       The Company will furnish an annual report to
                                    the Owner containing a statement of the
                                    number and value of Accumulation Units
                                    credited to the Sub-Accounts, the value of
                                    the Fixed Account and the Guarantee Period
                                    Accounts, the amount of the death benefit,
                                    the Surrender Value and any other
                                    information required by applicable law,
                                    rules and regulations.

Addition, Deletion, or              The Company reserves the right, subject to
Substitution of                     compliance with applicable law and prior
Investments                         approval of the Superintendent of Insurance,
                                    to add to, delete from, or substitute for
                                    the shares of a Fund that are held by the
                                    Sub-Accounts or that the Sub-Accounts may
                                    purchase. The Company also reserves the
                                    right to eliminate the shares of any Fund
                                    no longer available for investment or if
                                    the Company believes further investment
                                    in the Fund is no longer appropriate for
                                    the purposes of the Sub-Accounts.

                                    The Company will not substitute shares
                                    attributable to any interest in a
                                    Sub-Account without notice to the Owner and
                                    prior approval of the Securities and
                                    Exchange Commission as required by the
                                    Investment Company Act of 1940. This will
                                    not prevent the Variable Account from
                                    purchasing other securities for other series
                                    or classes of contracts, or from permitting
                                    a conversion between series or classes of
                                    contracts on the basis of requests made by
                                    Owners.

                                    The Company reserves the right, subject to
                                    compliance with applicable laws, to
                                    establish additional Separate Accounts,
                                    Guarantee Period Accounts and Sub-Accounts
                                    and to make them available to any class or
                                    series of contracts as the


                                       32
<Page>

                                    Company considers appropriate. Each new
                                    Separate Account or Sub-Account will invest
                                    in a new investment company, or in shares of
                                    another open-end investment company, or such
                                    other investments as may be permitted under
                                    applicable law. The Company also reserves
                                    the right to eliminate or combine existing
                                    Sub-Accounts and to transfer the assets of
                                    any Sub-Accounts to any other Sub-Accounts.
                                    In the event of any substitution or change,
                                    the Company may, by appropriate notice, make
                                    such changes in this and other contracts as
                                    may be necessary or appropriate to reflect
                                    the substitution or change. If the Company
                                    considers it to be in the best interests of
                                    the owners, the Variable Account or any
                                    Sub-Account may be operated as a management
                                    company under the Investment Company Act of
                                    1940 or in any other form permitted by law,
                                    or may be de-registered under the Act in the
                                    event registration is no longer required, or
                                    may be combined with other accounts of the
                                    Company. No material changes in the
                                    investment policy of a Variable Account or
                                    any Sub-Account will be made without
                                    approval pursuant to the applicable
                                    insurance laws of the State.

Changes in Law                      The Company reserves the right, with prior
                                    approval of the Superintendent of Insurance
                                    and the Owner, to make any changes to
                                    provisions of the contract to comply with,
                                    or give Owners the benefit of, any federal
                                    or State statute, rule, or regulation.

Change of Name                      Subject to compliance with applicable law
                                    and with prior approval of the
                                    Superintendent of Insurance and the Owner,
                                    the Company reserves the right to change the
                                    names of the Variable Account or the
                                    Sub-Accounts.

Federal Tax                         The Variable Account is not currently
Considerations                      subject to tax, but the Company reserves the
                                    right to assess a charge for taxes if the
                                    Variable Account becomes subject to tax,
                                    subject to prior notification to the
                                    Superintendent of Insurance.

Splitting of Units                  The Company reserves the right to split the
                                    value of a unit, either to increase or
                                    decrease the number of units. Any splitting
                                    of units will have no material effect on the
                                    benefits, provisions or investment return of
                                    this contract or upon the Owner, the
                                    Annuitant, any Beneficiary, or the Company.

                                    Prior to the Annuity Date, the number of
                                    shares is determined by dividing the dollar
                                    value of the Sub-Account Accumulation Units
                                    by the net asset value of one Fund share.
                                    After the Annuity Date, the number of Fund
                                    shares is determined by dividing the
                                    reserves held in each sub-account to meet
                                    the annuity obligations by the net asset
                                    value of one Fund share.

Insulation of Separate              The investment performance of Separate
Account                             Account assets is determined separately from
                                    the other assets of the Company. The assets
                                    of a Separate Account equal to the reserves
                                    and liabilities of the contracts supported
                                    by the account will not be charged with
                                    liabilities from any other business that the
                                    Company may conduct.

Voting Rights                       The Company will notify Owners with voting
                                    interest of any shareholders meeting at
                                    which Fund shares held by each sub-account
                                    will be voted and will provide proxy
                                    materials, together with a form to be used
                                    to give voting instructions to the Company.
                                    The Company will vote Fund shares for which
                                    no timely instructions have been received in
                                    the same proportion as shares of that Fund
                                    for which instructions have been received.


                                       33
<Page>



















              Flexible Payment Deferred Variable and Fixed Annuity
              Annuity Benefit Payments Payable on the Annuity Date
    Death Benefit Payable to Beneficiary if Owner Dies prior to Annuity Date
                                Non-Participating



                                       34