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                                                                    EXHIBIT 4(a)


This Contract has been issued by The Variable Annuity Life Insurance Company
(VALIC) in consideration of the Application of the Contract Owner.

In return for Purchase Payment(s), VALIC will pay annuity and other benefits as
provided in this Contract.

                      PLEASE READ YOUR CONTRACT CAREFULLY
                              See Index on Page 1



EXECUTED AT VALIC'S HOME OFFICE ON THE DATE OF ISSUE.


/s/  Cynthia Toles                          /s/ John A. Graf

  (Secretary)                               (President)


ANNUITY PAYMENTS AND ACCUMULATION VALUES PROVIDED BY THIS CONTRACT WHEN BASED ON
THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT
GUARANTEED AS TO FIXED DOLLAR AMOUNT. IN ADDITION, THE INITIAL INTEREST RATE IS
GUARANTEED FOR A LIMITED PERIOD OF TIME AND THE NONFORFEITURE VALUES MAY
INCREASE OR DECREASE BASED ON THE MARKET VALUE ADJUSTMENT FORMULA SPECIFIED IN
THE CONTRACT.

             GROUP FIXED AND VARIABLE UNALLOCATED ANNUITY CONTRACT
                             - NON-PARTICIPATING -


This Contract is issued only in connection with retirement plans which qualify
for favorable tax treatment under Section 401 or Section 3121 of the Internal
Revenue Code.
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                                     INDEX

CONTRACT SCHEDULE
SECTION 1 DEFINITIONS
SECTION 2 PURCHASE PAYMENTS
     2.01     Purchase Payments
     2.02     Net Purchase Payments
     2.03     Allocation of Net Purchase Payments
SECTION 3 ACCUMULATION VALUE
     3.01     Accumulation Value
SECTION 4 SEPARATE ACCOUNT
     4.01     The Separate Account
     4.02     Variable Investment Options
     4.03     Changes to the Investment Funds of the Separate Account
     4.04     Valuation of Assets
     4.05     Change in Operation of the Separate Account
     4.06     Transfers From the Variable Investment Options
     4.07     Withdrawals From the Variable Investment Options
     4.08     Separate Account Charge
     4.09     Variable Accumulation Value
     4.10     Accumulation Unit
     4.11     Accumulation Unit Value
SECTION 5 GENERAL ACCOUNT
     5.01     General Account
     5.02     General Account Accumulation Value
     5.03     Interest Credited
     5.04     Deferral of Payments or Transfers From the General Account
     5.05     Transfers From the General Account
     5.06     Withdrawals From the General Account
SECTION 6 GENERAL PROVISIONS
     6.01     The Contract
     6.02     Assignment
     6.03     Non-Participation in Surplus
     6.04     Incontestability
     6.05     Written Notices to Us
     6.06     Modification of Contract
     6.07     Reports
     6.08     Suspension of Payments
     6.09     Proof of Survival
     6.10     Taxes
SECTION 7 ANNUITIES
     7.01     Annuity Purchase
     7.02     Form of Annuity

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                               CONTRACT SCHEDULE

Contract Owner:   [County Name]

Contract Number:  [SP023456]

Date of Issue:    [01/01/2001]

Separate Account Charge:   Equal on an annual basis to [0 - 1.7] % of the daily
                           net asset value of the Separate Account

Separate Account: [Name of separate account]

General Account:
         Minimum Guaranteed Interest Rate: 3%
         Free Withdrawal Percentage: [20%]
         Market Value Adjustment Factor: (1 + A)/5/ divided by (1 + B)/5/

              Where A = the average 10 year Treasury Constant Maturity Series
              rate computed as an average of such rates as of the last business
              day of the last 60 complete calendar months or the number of
              complete months since the Contract issue if less, determined as of
              the time of the transaction.

              Where B = the 10 year Treasury Constant Maturity Series rate
              determined as of the last business day of the calendar month prior
              to the transaction.


The market value adjustment may be either positive or negative. If the average
10 Year Treasury Constant Maturity Series interest rate (as defined above) is
higher at the time of surrender or withdrawal than such rate at the time of
issue, the adjustment will be downward. If the 10 Year Treasury Constant
Maturity Series interest rate is lower at the time of surrender than such rate
at issue, the adjustment will be upward. Any negative adjustment will be waived
to the extent it decreases the surrender value below the minimum guaranteed rate
of 3%.

Service Office:

        VALIC
        c/o [Name of Service Agent ]
        [Address of agent]
        [line two of address]

                                       3
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                            SECTION 1 - DEFINITIONS

Accumulation Unit - An accounting unit of measure used to calculate the
Accumulation Value.

Accumulation Value - The dollar value of all amounts accumulated under this
Contract.

Annuity - A series of monthly payments to a Participant which continue for a
specified period of time or for the life of the Participant in accordance with
the Annuity Form elected by the Participant.

Business Day - Each day that the Company and the New York Stock Exchange are
open for business.

Code - The Internal Revenue Code of 1986, as amended.

Company Reference - "We," "Our," "Us," or "VALIC," means The Variable Annuity
Life Insurance Company.

Contract Owner - The employer or other entity that makes application for this
Contract. Any reference to "You" or "Your" means the Contract Owner or
designated administrator.

Contract Year - The twelve month period beginning on the Date of Issue (shown on
the Policy Schedule) and ending on the day before the same date in the next
calendar year; and each succeeding twelve month period.

General Account - The assets of VALIC other than those in the Separate Account
or any other segregated asset account.

Home Office - The principal office of VALIC.

Investment Fund - An investment portfolio which is the underlying investment
medium for a variable investment option available under this Contract.

Participant - A person who participates under this Contract pursuant to a Plan.

Plan - A plan adopted by an employer for its employees which qualifies for
favorable tax treatment under Section 401 of the Code for which this Contract is
issued.

Purchase Payment - An amount paid into this Contract.

Separate Account - A segregated asset account established under the Texas
Insurance Code which is designated on the Contract Schedule.

Service Office - The office of the Company to which Purchase Payments and
notices are sent.

                                       4
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                         SECTION 2 - PURCHASE PAYMENTS

2.01     Purchase Payments - Purchase Payments may be made at any time to Our
         Service Office while this Contract is in force. We require no payment
         beyond the first. There is no penalty if any planned Purchase Payments
         are omitted or stopped.

2.02     Net Purchase Payments - We may deduct amounts from Purchase Payments
         for any applicable premium taxes. We then allocate Your Net Purchase
         Payments in accordance with Section 2.03 below.

2.03     Allocation of Net Purchase Payments - The Contract Owner, or its
         designated administrator, will advise Us at Our Service Office of the
         allocation of the net Purchase Payments among the available Variable
         Investment Options and/or Our General Account. Allocations must be in
         whole percentages. Until such designation is made, net Purchase
         Payments will be placed in the General Account.

                        SECTION 3 - ACCUMULATION VALUE

3.01     Accumulation Value - The Accumulation Value is the dollar value of all
         amounts accumulated under this Contract. The Accumulation Value
         reflects Purchase Payments, the investment experience of the selected
         Variable Investment Options, the interest credited on that portion of
         the Accumulation Value that is held in the General Account, the charges
         deducted from the Separate Account, and any withdrawals made from the
         Contract.

                         SECTION 4 - SEPARATE ACCOUNT

4.01     The Separate Account - The Separate Account is a separate investment
         account of VALIC. It is shown on the Contract Schedule. That portion of
         the assets of the Separate Account equal to the reserves of the
         Separate Account shall not be chargeable with liabilities arising out
         of any other business We may conduct. Income, gains and losses, whether
         or not realized, from assets allocated to the Separate Account are
         credited to or charged against such Account without regard to Our other
         income, gains or losses.

4.02     Variable Investment Options - The Separate Account is divided into a
         series of Variable Investment Options. Each Variable Investment Option
         represents a different investment objective which can be selected by
         the Contract Owner. Variable Investment Options are based upon the
         Investment Funds available within the Separate Account. Investment
         returns on Variable Investment Options may be positive or negative.

                                       5
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4.03     Changes to the Investment Funds of the Separate Account - We may, from
         time to time, add additional Variable Investment Options. You may be
         permitted to transfer Your Accumulation Value to the additional
         Variable Investment Option(s). However, the right to make any transfer
         will be limited by any terms and conditions in effect at the time of
         transfer.

         If the shares of any of the Investment Funds become unavailable for
         investment by the Separate Account, or We deem further investment in
         these shares inappropriate, We may limit further purchase of such
         shares or substitute shares of another investment option for shares
         already purchased under this Contract.

4.04     Valuation of Assets - Assets of the Separate Account are valued at
         their fair market value in accordance with our procedures.

4.05     Change in Operation of the Separate Account - We reserve the right to
         modify the structure or operation of the Separate Account. In such an
         event, We guarantee that such modification will not affect the value of
         Your Contract.

4.06     Transfers From the Variable Investment Options - You may transfer all
         or part of Your Accumulation Value in a Variable Investment Option to
         another Variable Investment Option or to Our General Account without
         the imposition of any fee or charge. All transfers are subject to the
         following:

         (a)    Transfers will be effected at the end of the Business Day when
                We receive a transfer request in good order at Our Service
                Office.

         (b)    We are not liable for a transfer made in accordance with Your
                instructions.

         (c)    Transfers do not change the allocation instructions for future
                Purchase Payments unless You specifically inform Us.

         (d)    We reserve the rights to modify the transfer privilege to treat
                transfer requests based on their separate components (a
                redemption order with a request for purchase of another Variable
                Investment Option). In such a case, the redemption order would
                be processed at the source Variable Investment Option's next
                determined Accumulation Unit. However, the purchase into the new
                Variable Investment Option would be effective at the next
                determined Accumulation Unit Value only after We receive
                proceeds from the source Variable Investment Option, or We
                otherwise receive cash on behalf of the source Variable
                Investment Option.

         (e)    We reserve the right to require transfers to be at least 30 days
                apart.

                                       6
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         (f)    We reserve the right at any time and without prior notice to any
                party to terminate, suspend or modify the transfer privilege.

4.07     Withdrawals From the Variable Investment Options - While this Contract
         is in force, we will, upon written request to Our Service Office, by
         the Contract Owner, allow the withdrawal of all or a portion of the
         Accumulation Value without the imposition of any fee or charge.
         Withdrawals will be made from the Variable Investment Options and the
         General Account in accordance with Your direction.

4.08     Separate Account Charge - We deduct from the Separate Account each
         Business Day a Separate Account Charge which is shown on the Contract
         Schedule.

4.09     Variable Accumulation Value - Your Variable Accumulation Value is the
         sum of Your Accumulation Values allocated to the Variable Investment
         Options. The value in each Variable Investment Option is determined by
         multiplying the number of Accumulation Units attributable to a Variable
         Investment Option by the Accumulation Unit Value for the Variable
         Investment Option.

4.10     Accumulation Unit - An Accumulation Unit is a measuring unit for
         amounts allocated to a Variable Investment Option before annuity
         payments begin. The value of an Accumulation Unit will vary with the
         net investment return of the respective underlying Investment Fund.
         Accumulation Units may be credited to the Contract due to a Purchase
         Payment or a transfer from another Investment Option. The number of
         Accumulation Units credited is determined by dividing the dollar amount
         of the transaction by the Accumulation Unit Value for that Variable
         Investment Option at the next computed value. Transfers out of and
         withdrawals from an Investment Option will result in a reduction of
         Accumulation Units.

4.11     Accumulation Unit Value - The Accumulation Unit Value is the value of
         one Accumulation Unit of a Variable Investment Option. We will
         calculate it each Business Day. The value of an Accumulation Unit of a
         Variable Investment Option is the Accumulation Unit Value last
         computed, multiplied by one plus the Investment Rate for the period.
         The Investment Rate may be positive or negative.

         The Investment Rate is the change in the value of the Investment Fund's
         portfolio (capital gains and losses whether or not realized and
         investment income) since the last computation, divided by the amount of
         assets at the beginning of the period, less a factor for:

         (a)    the Separate Account Charge for the period shown on the Contract
                Schedule, and

         (b)    any taxes attributable to the Separate Account or reserve held
                for such taxes.

                                       7
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                          SECTION 5 - GENERAL ACCOUNT

5.01     General Account - You can elect to have Purchase Payments allocated to
         Our General Account. While this Contract is in force you can transfer
         Accumulation Value from the Separate Account to the General Account,
         subject to the provisions of the Contract.

5.02     General Account Accumulation Value - Your General Account Accumulation
         Value at any time is equal to:

         (a)      the Purchase Payments allocated to the General Account; plus

         (b)      the Accumulation Value transferred to the General Account;
                  plus

         (c)      interest credited to Your Accumulation Value in the General
                  Account; less

         (d)      any withdrawal of Accumulation Value from the General Account
                  and less any reduction of Accumulation Value due to the
                  withdrawal; less

         (e)      any Accumulation Value transferred from the General Account to
                  the Separate Account; less

         (f)      any premium or other applicable taxes deducted from the
                  Accumulation Value held in the General Account.

5.03     Interest Credited - We will credit interest to Accumulation Value held
         in the General Account as follows: periodically, but not less than
         annually, We will declare interest rates that apply either to the
         entire Accumulation Value held in the General Account, or separately to
         amounts accumulated in separate time periods. We guarantee that the
         interest to be credited will not be less than the Minimum Guaranteed
         Interest Rate shown on the Contract Schedule. We may credit additional
         interest at Our discretion.

5.04     Deferral of Payments or Transfers from the General Account - We reserve
         the right to defer payment for a surrender or transfer from the General
         Account for the period permitted by law but for not more than six
         months.

5.05     Transfers From the General Account - While this Contract is in force,
         We will upon written request to Our Service Office by the Contract
         Owner, allow You to transfer all or part of Your Accumulation Value in
         the General Account to a Variable Investment Option without the
         imposition of any fee or charge. Any such transfers from the General
         Account to a Variable Investment Option are subject to the conditions
         set forth in Section 4.06.

                                       8
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5.06     Withdrawals From the General Account - While this Contract is in force,
         We will upon written request to Our Service Office by the Contract
         Owner, allow the withdrawal from the Contract of all or a portion of
         the Accumulation Value in the General Account. Such transactions are
         subject to the following:

         (a)   For transactions made during the first Contract Year, You can
               make withdrawals free from any charge or adjustment of value.

         (b)   For transactions made after the first Contract Year, You can
               withdraw each Contract Year up to a total of the Free Withdrawal
               Percentage shown on the Contract Schedule of the Accumulation
               Value in the General Account as of the last Contract Anniversary,
               free from any charge or adjustment of values.

         (c)   For all transactions above the Free Withdrawal Percentage
               described in (b) above, a Market Value Adjustment will apply. The
               Market Value Adjustment Factor is set forth on the Contract
               Schedule. The amount requested to be withdrawn is multiplied by
               the Market Value Adjustment Factor.

         (d)   In no event will a Market Value Adjustment apply to any
               withdrawals of Accumulation Value in the General Account used to
               buy Annuities under this Contract for Participants.

                        SECTION 6 - GENERAL PROVISIONS

6.01     The Contract - The entire Contract consists of this Contract and the
         Application, a copy which is attached. This Contract is subject to the
         provisions of the Plan.

6.02     Assignment - In no event may any rights under this Contract be sold,
         assigned, discounted or pledged as collateral for a loan or as security
         for the performance of any obligation or for any purpose to any person
         other than to Us, or to a trustee or other person exercising ownership
         rights solely by reason of the terms of the Plan under which this
         Contract is issued. The benefits, value, and rights under this Contract
         are not subject to any creditor claims to the fullest extent permitted
         by law. To the extent permitted by the Code and applicable law, We will
         make a withdrawal payable to a third party upon Your request.

6.03     Non-Participation in Surplus - This Contract will not share in any
         distribution of profits or surplus of the Company.

6.04     Incontestability - This Contract is incontestable.

                                       9
<PAGE>

6.05     Written Notices to Us - Except as specifically provided otherwise, any
         notice of change, election, choice, option or other exercise of right
         given under the Contract must be in writing on a form provided by Us,
         or on a form and in a manner acceptable to Us. Such notice will be
         effective when it is received at Our Service Office.

6.06     Modification of Contract - This Contract may not be changed by the
         Company without the consent of the Contact Owner except as may be
         required or deemed advisable to do so in order to conform the Contract
         to applicable law. No agent has the authority to change this Contract
         or waive any of its provisions. Only the President or a Vice President
         of VALIC may change this Contract. Any such changes must be in writing.

6.07     Reports - We will furnish the Contract Owner with a report showing the
         Contract Value at least once each calendar year.

6.08     Suspension of Payments - We reserve the right to suspend payments under
         the Separate Account for any period when:

         (a)   the New York Stock Exchange is closed (other than customary
               weekend and holiday closings);

         (b)   when trading on the exchange is restricted; or

         (c)   when an emergency prevents disposal of securities held in the
               Separate Account or it is not reasonably practicable to determine
               the value of the Separate Account's net assets.

6.09     Proof of Survival - We reserve the right to require satisfactory proof
         that the Participant and any payee is alive on the date any Annuity
         Payment is due. If this proof is not received after requested in
         writing, VALIC will have the right to make reduced payments or to
         withhold payments entirely until such proof is received.

6.10     Taxes - Any taxes paid to any governmental entity will be charged
         against the Contract Value. We will, in Our sole discretion, determine
         when taxes have resulted from: the investment experience of the
         Separate Account, receipt by Us of Purchase Payments or commencement of
         Annuity Payments. We may, in Our sole discretion, pay taxes when due
         and deduct that amount from the Accumulation Value at a later date.
         Payment at an earlier date does not waive any right We may have to
         deduct amounts at a later date.

                                      10
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                             SECTION 7 - ANNUITIES

7.01     Annuity Purchase - At Your option, all or part of any amount payable
         under this Contract or any amount available under the Plan, may be used
         to buy Annuities under this Contract for Participants. Annuities may be
         purchased in any form then offered by Us. We will use Our applicable
         settlement option rates based on a 3% assumed interest rate and the
         latest group annuity mortality table approved for use in the state
         where the Contract is issued.

7.02     Forms of Annuity - We will issue a certificate to You for delivery to
         the Participant. The certificate sets forth the terms of the Annuity to
         which such Participant is entitled. If any fact pertaining to the
         purchase of an Annuity is misstated, such Annuity may be adjusted by Us
         to reflect the correct facts. We have no liability for any Annuity
         payments for which we have not received the full premium due, based on
         the correct facts.

                                      11