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Exhibit 4(d)  


[LOGO] FIRST VARIABLE

LIFE INSURANCE COMPANY  


 PLAZA WEST BUILDING SUITE 690 • 415 N. McKINLEY

LITTLE ROCK, ARKANSAS 72205-3084

(501) 661-1500  


HOME OFFICE: LITTLE ROCK, ARKANSAS

A STOCK LIFE INSURANCE COMPANY  


        First
Variable Life Insurance Company ("We") will pay a monthly annuity income to the Annuitant ("You"), if you are living on the Annuity Commencement Date. The manner in which the
dollar amounts of annuity payments are determined is described in this Policy. The first annuity payment will be made on the Annuity Commencement Date. Subsequent payments will be made on the
corresponding day of each month thereafter in accordance with the Annuity Option selected. 


        RIGHT TO RETURN POLICY—Please read this Policy. If not satisfied with it, the Owner may, within 10 days after receipt,
return it by delivering or mailing it to the Home Office address indicated above. Within seven days of receipt of this Policy and a written notice by Owner we will issue a refund. Unless the
applicable law requires a refund of Purchase Payments, we will refund the Purchase Payments plus any increase or minus any decrease in the value of this Policy attributable to the Purchase Payments. 



        This
Policy is issued in consideration of the Application and the receipt of the first Purchase Payment. The terms and conditions set forth in the subsequent pages are part of this
Policy. 


        EXECUTED AT THE HOME OFFICE OF THE COMPANY ON THE DATE OF ISSUE.



	/s/ Edward J. Mallon
	 	 	 	/s/ Vivian Joiner

	President	 	 	 	Secretary
	 	 	 	 	 
	 	 	
 Registrar	 	 






        ANNUITY
PAYMENTS, WITHDRAWAL VALUES AND THE DEATH BENEFITS PROVIDED BY THIS POLICY, WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
DOLLAR AMOUNT. 


INDIVIDUAL OFFERED VARIABLE ANNUITY POLICY

FLEXIBLE PURCHASE PAYMENTS—NON-PARTICIPATING  





 
THIS IS A LEGAL CONTRACT

BETWEEN THE POLICY OWNER AND THE COMPANY.  


READ YOUR POLICY CAREFULLY.  


        INTRODUCTION—This Policy is issued on your life as the Annuitant. You are also the Owner of this
Policy unless another Owner has been named in the Application. The Owner is shown in Policy Schedule 1. If someone else is named as Owner, that person has the rights and options described in
this Policy. 


        IMPORTANT NOTICE—It is not necessary to employ any person to collect any payment or benefit provided by this Policy. When you
require help or advice, you may write directly to us at our Service Center address. This Policy contains many benefits. In your own best interest, you should consult with us if anyone advises you to
withdraw from or surrender this Policy or to replace it with a new Policy. 


NOTE  


        A copy of the application for this Policy is attached. Please examine this copy carefully and if any errors or omissions are found, send this information
immediately with the Policy number to us at our Service Center address. 


        First
Variable Life Insurance Company is a stock life insurance company, incorporated under the Laws of the State of Arkansas, with its Home Office at Little Rock, Arkansas. 


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Policy Schedule 2
  
    CHARGES AND FEES FOR THIS POLICY    
    


Basic Policy Charges and Fees  



	 	    Policy Issue Fee:	 	$	30.00	 	 
	 	    Annual Policy Maintenance Charge:	 	$	30.00	 	 





Charges Deducted from Investment Divisions  



Asset
Charge: Daily charge equivalent to 1.25% annually deducted from all divisions. 




Withdrawal Privilege Amount  



The
Withdrawal Privilege Amount is equal to 10% of all Purchase Payments made prior to the withdrawal. No Withdrawal Charge will be assessed during any Policy Year until the amount of withdrawal
requested during that Policy Year exceeds the Withdrawal Privilege Amount. 




Withdrawal Charge  



A
Withdrawal Charge will be deducted from this Policy's Accumulation Value if a Withdrawal is made that is: 



	(a)
	In
excess of the Withdrawal Privilege Amount, and



	(b)
	from
Purchase Payments made in either the current Policy Year or in the previous four Policy Years. 





It
is assumed that the earliest Purchase Payments are withdrawn first. 


If
a Withdrawal Charge is applicable, it is determined in the following manner: 



	(a)
	The
applicable Purchase Payments or portions thereof which are in excess of the Withdrawal Privilege Amount, if any, for each of the current and the four previous Policy years are
added to obtain annual totals.



	(b)
	Each
annual total, if any, is multiplied by the applicable percentage listed below.



	(c)
	The
Withdrawal Charge is the sum of the amounts determined in (b) above. 








	Policy Anniversaries

since Purchase

Payments were made
	 	%
	 
	0   	 	5.00	%
	1   	 	4.00	%
	2   	 	3.00	%
	3   	 	2.00	%
	4   	 	1.00	%
	5+	 	0	%






        The
cumulative total of all Withdrawal Charges is guaranteed never to exceed 5% of total Purchase Payments under this Policy. 


        A
Processing Fee of $10 will be made for each withdrawal when the Withdrawal Charge is not imposed. 


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DEFINITIONS    
    


        ACCUMULATION PERIOD:    The period during which Purchase Payments may be made and prior to the Annuity Commencement Date. 


        ACCUMULATION UNIT:    A unit of measure used in the calculation of the Accumulation Value of each Investment Division. This
Policy provides only for variable Accumulation Units. 


        ACCUMULATION VALUE:    The Accumulation Value on any given date is the dollar value of this Policy. It is the sum of the
Accumulation Values in each of the Investment Divisions. 


        ADJUSTED VALUE:    The dollar amount applied under one of the Annuity Options. 


        ANNUITANT:    The person named in the Application and on whose life the first Annuity Payment is to be made. All references to
"you" or "your" refer to the Annuitant. 


        ANNUITANT'S BENEFICIARY:    The person, persons or entity who has the right to the Death Benefit set forth in the Policy upon
your death. The Annuitant's Beneficiary is as specified in the Application, unless changed. 


        ANNUITY COMMENCEMENT DATE:    The Date on which the first Annuity Payment is to be made. It is the date specified in the
Application, unless changed. 


        ANNUITY OPTION:    The method for making Annuity Payments. The Annuity Option is as specified in the Application, unless
changed. 


        ANNUITY PAYMENTS:    Payments made by the Company to the Payee during the Annuity Period. There are two types of Annuity
payments: Variable Annuity Payments and Fixed Annuity Payments. 


        ANNUITY PERIOD:    The period after the Annuity Commencement Date and during which Annuity Payments are made. 


        ANNUITY UNIT:    A unit of measure used in the calculation of the amount of each Variable Annuity Payment from each Investment
Division. 


        ASSUMED INVESTMENT RATE:    The rate used to determine the first monthly Annuity Payment per thousand dollars of Adjusted Value.



        FIXED ACCOUNT:    All of our assets other than those allocated to a separate account of the Company. Annuity Payments from the
Fixed Account are Fixed Annuities. 


        FIXED ANNUITY:    An annuity with payments which do not vary as to the investment experience of any separate account of the
Company. 


        HOME OFFICE:    Our executive and administrative headquarters at 111 Center Street, Suite 2110, Little Rock, Arkansas 72201. All
references to "we", "us", "our" and "ours" refer to First Variable Life Insurance Company. 


        INVESTMENT DIVISION:    The Separate Account is divided into Investment Divisions. Each Investment Division invests in a
designated investment portfolio. The divisions and the investment portfolios in which they invest are specified in Policy Schedule 3. 



        ISSUE DATE:    The date on which this Policy becomes effective. 


        NON-QUALIFIED POLICY:    A Policy which is outside the scope of Sections 401, 403, 408 or 457 of the Internal
Revenue Code of 1986, as amended ("Code"). 


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        OWNER:    The person, persons or entity entitled to the ownership rights stated in this Policy and in whose name this Policy is
issued. The Owner is specified in the Application, unless changed. If this Policy is owned jointly, rights and privileges under this Policy must be exercised by each Owner. On the Annuity Commencement
Date you become the Owner. 


        OWNER'S BENEFICIARY:    The person, persons or entity named to become the new Owner if an Owner dies prior to the Annuity
Commencement Date and who will receive the Death Benefit set forth in the Policy upon the death of the Owner prior to the Annuity Commencement Date; provided, however, that if such person is the
Owner's spouse, the spouse may keep the Policy in force and will become the Owner. 


        PAYEE:    The recipient of Annuity Payments under this Policy. The Payee may be you or a Beneficiary who becomes entitled to
Death Benefits. 


        POLICY ISSUE FEE:    A fee which may be assessed to the initial Purchase Payment. 



        POLICY YEAR:    The first Policy Year shall be the period of twelve months from the Issue Date. Subsequent Policy Years shall
end on the same date in each succeeding year. 


        PROCESSING FEE:    A fee assessed to each withdrawal payment for which there is no withdrawal charge. 


        PURCHASE PAYMENT:    An amount paid to us to provide benefits under this Policy. 



        QUALIFIED POLICY:    A Policy used in connection with a retirement plan which receives favorable federal income tax treatment
under Sections 401, 403, 408 or 457 of the Code. 


        SERVICE CENTER:    Our administrative and policyowners' service headquarters at Monarch Service Company, Post Office Box 9033,
Springfield, Massachusetts 01102-9033. 


        TAXES:    Taxes which must be paid by us as a result of the issue, maintenance, surrender or annuitization of this Policy. 



        VALUATION PERIOD:    The Valuation Period is each business day together with any non-business days before it. A
business day is any day the New York Stock Exchange (NYSE) is open for trading, or any day in which the Securities and Exchange Commission (SEC) requires that mutual funds, unit investment trusts or
other investment portfolios be valued. 


        VARIABLE ANNUITY:    An annuity with payments which vary as to dollar amount in relation to the investment performance of the
Investment Divisions into which the Adjusted Value is allocated. 


        WITHDRAWAL CHARGE:    The charge assessed against certain withdrawals of Accumulation Units. 


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THE SEPARATE ACCOUNT    
    


        GENERAL—The benefits under this Policy are provided through investments we make in the Separate Account described in Policy
Schedule 3. This account is kept separate from our general account and any other separate accounts we may have. It is used to support variable annuity policies and may be used for other
purposes permitted by applicable laws and regulations. We own the assets in the Separate Account. Assets equal to the reserves and other liabilities of the account will not be charged with liabilities
that arise from any other business we conduct. We may transfer to our general account assets which exceed the reserves and other liabilities of the Separate Account. 


        The
Separate Account invests in mutual funds, unit investment trusts and other investment portfolios which we determine to be suitable for this Policy's purposes. The Separate Account is
treated as a unit investment trust under Federal securities laws. It is registered with the Securities and Exchange Commission (SEC) under the Investment Company Act of 1940. 



        The
Separate Account is also governed by state laws as described in Policy Schedule 3. Income, realized and unrealized gains or losses from assets in the Separate Account are
credited to or charged against the account without regard to other income, gains or losses in our other accounts. 


        INVESTMENT DIVISIONS—The Separate Account is divided into Investment Divisions. Each Investment Division invests in a
designated investment portfolio. The divisions and the investment portfolios in which they invest are specified in Policy Schedule 3. Each Investment Division will be valued at the end of each
Valuation Period. Some of the portfolios designated may be managed by a separate investment adviser. Such adviser must be registered under the Investment Advisers Act of 1940. 


        SEPARATE ACCOUNT CHANGES—We may from time to time make additional Investment Divisions available to you. These divisions will
invest in investment portfolios we find suitable for this Policy. We also have the right to eliminate Investment Divisions from the Separate Account, to combine two or more Investment Divisions, or to
substitute a new portfolio for the portfolio in which an Investment Division invests. A substitution may become necessary if, in our judgment, a portfolio no longer suits the purposes of this Policy.
This may happen due to a change in
laws or regulations, or a change in a portfolio's investment objectives or restrictions, or because the portfolio is no longer available for investment or for some other reason. We would get prior
approval from the Insurance Department of our state of domicile before making such a substitution. We would also get prior approval from the SEC and any other required approvals before making such a
substitution. 


        When
permitted by law, we reserve the right to: 



	•
	deregister
the Separate Account under the Investment Company Act of 1940 when registration of the Separate Account is no longer required;



	•
	operate
the Separate Account as a management company under the Investment Company Act of 1940;



	•
	restrict
or eliminate any voting rights of policy owners, or other persons who have voting rights in the Separate Account; and



	•
	combine
the Separate Account with other separate accounts. 




        RIGHT TO EXCHANGE POLICY—The Owner may exchange this Policy without Withdrawal Charges for another of our policies that is
approved for sale at the time of the exchange with benefits that do not vary with the investment results of a separate account if: 



	•
	there
is a change in an investment adviser of any portfolio; or 



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	•
	there
is a material change in the investment objectives or restrictions of any portfolio in which the Investment Divisions invest. 




        We
will notify the Owner if there is any such change. The Owner will be able to exchange this Policy within 60 days after our notice or the effective date of the change, whichever
is later. 


 
 

PURCHASE PAYMENTS    
    


        PAYMENTS—The minimum amount of each Purchase Payment after the first is $250. All Purchase Payments are to be paid to us at
our Service Center address. Purchase Payments may be made at any time while this Policy continues in full force. 



        POLICY CONTINUATION—This Policy shall automatically be continued in full force until the earliest to occur of the following
events: 



	(1)
	your
death,



	(2)
	the
death of the Owner,



	(3)
	full
withdrawal, or



	(4)
	the
Annuity Commencement Date. 




        This
Policy will not be in default, even if no additional Purchase Payments are made. 


        NET PURCHASE PAYMENTS AND THEIR ALLOCATION—The "Net Purchase Payment" is that portion of a Purchase Payment which remains
after the deduction of any applicable taxes and fees. Each Net Purchase Payment will be allocated to the Investment Divisions of the Separate Account as specified in writing by the Owner. 


 
 

POLICY VALUES DURING THE ACCUMULATION PERIOD    
    


        CREDITING ACCUMULATION UNITS—Each Net Purchase Payment will be credited to the specified Investment Divisions in the form of
Accumulation Units. 


        The
number of Accumulation Units to be credited to a specified Investment Division is determined by dividing the dollar amount allocated to such division by the Accumulation Unit value
next computed for such division following the receipt of the Purchase Payment. 


        ACCUMULATION UNIT VALUE—The value of an Accumulation Unit in each Investment Division was established at $10.00 for the first
Valuation Period. The Value of an Accumulation Unit increases or decreases in proportion to the net investment return of the Investment Division. Such value is determined by multiplying the value of
an Accumulation Unit on the immediately preceding Valuation Date by the Net Investment Factor (see definition below) for the period since that date. Since the purchaser bears the investment risk,
there is no guarantee as to the aggregate value of this Policy; such value may be less than, equal to or more than the amounts allocated to the Investment Divisions. 


        NET INVESTMENT FACTOR—The Net Investment Factor is a value which indicates the percentage change in the net asset value of an
Investment Division since the preceding Valuation Date. 


        The
Net Investment Factor is computed in three steps. 


        First,
the gross investment rate is equal to: (a) the total value of cash dividends received or accrued during the Valuation Period by such Investment Division, plus
(b) any capital gains minus capital losses in such Investment Division whether realized or unrealized, minus (c) the sum of (i) provision for applicable taxes (none of which are
anticipated) arising from (a) or (b) above and (ii) accrued expense of safekeeping, audit, actuarial, legal fees and interest; all divided by the value of 


7





 



the
Investment Division at the beginning of the Valuation Period. Such rate may be positive or negative. 


        Second,
the net investment rate for the Valuation Period is then determined by deducting from the gross investment rate a factor equivalent to 1.25% on an annual basis. This factor
represents deductions made by us of (a) charges equivalent to approximately 0.50%, on an annual basis, of the value of such Investment Division for administrative expense risks; and
(b) charges equivalent to approximately 0.75%, on an annual basis, of the value of such Investment Division for mortality expense risks. 



        Third,
the Net Investment Factor for the Valuation Period is then calculated at 1.000000 plus the net investment rate for the period. 


        Since
the net investment rate may be negative if combined capital losses and specified deductions exceed the investment income and capital gains, the Net Investment Factor may be less
than 1.000000, and the value of an Accumulation Unit on any Valuation Date may be less than the value on the previous Valuation Date. 


        ACCUMULATION VALUE—The Accumulation Value in an Investment Division at the end of any Valuation Period is determined by
multiplying the Accumulation Unit value of such Investment Division on that date by the number of Accumulation Units credited to this Policy in such Investment Division. The total Accumulation Value
of this Policy is the sum of the Accumulation Values credited to this Policy in each of the Investment Divisions. The Owner selects the divisions to which to allocate the total Accumulation Value. The
maximum number of divisions to which the total Accumulation Value may be allocated at any time is shown in Policy Schedule 1. The total Accumulation Value may be reduced by the amount of any
applicable Taxes for which no previous deduction has been made, and the Annual Policy Maintenance Charge. 


        EXCHANGE OF VARIABLE ACCUMULATION UNITS—Before the Annuity Commencement Date the Owner may, by filing a written request with
us, exchange the value of a designated number of Accumulation Units of a particular Investment Division then credited to this Policy for other Accumulation Units of the same value of another
Investment Division. No more than five (5) exchanges may be made within each Policy Year. 


        Exchanges
may be made only between the Investment Divisions. Exchanges will be made using the Accumulation Unit values for the Valuation Period during which any request for exchange is
received by us. 


        ANNUAL POLICY MAINTENANCE CHARGE—An annual Policy Maintenance Charge will be assessed each Policy Year during the Accumulation
Period and at annuitization. In the case of a total withdrawal occurring 31 or more days after the end of a Policy Year, the full charge will be deducted. 


        CHARGE TO SEPARATE ACCOUNT—To compensate us for assuming mortality and administrative expense risks under the Policy, the
Separate Account will incur a daily charge at an annualized rate of 1.25% of the average daily net asset value of the Separate Account. 


        We
estimate that, of this charge, approximately 0.75% is for the assumption of mortality risks and approximately 0.50% is for administrative expense risks. The charge is guaranteed and
may not be increased by us. 


        CHARGE FOR TAXES—Various jurisdictions impose taxes on annuity premiums or net income received by life insurance companies. We
may charge this Policy for the amount of any tax levied at the time Purchase Payments are received, or, if not previously deducted, as follows: (i) at the Annuity Commencement Date;
(ii) in the event of your death or the Owner's death prior to the Annuity Commencement Date; (iii) in the event of a partial or total withdrawal, or (iv) when payable by us. 


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WITHDRAWALS AND WITHDRAWAL CHARGES    
    


        WITHDRAWALS—At any time before the Annuity Commencement Date and during your lifetime, the Owner may elect to receive a cash
withdrawal from this Policy by filing with us at our Service Center address, a written election in such form as we may require. This Policy must be returned to us at our Service Center address before
a total withdrawal can be made. 


        WITHDRAWAL VALUE—A cash withdrawal may be either an amount equal to the total Accumulation Value of this Policy at the end of
the Valuation Period during which the election becomes effective, less Taxes which have not yet been deducted, the annual Policy Maintenance Charge, if applicable, and any Withdrawal Charge or
Processing Fee stated in Policy Schedule 2 (a "total withdrawal"), or a lesser amount (a "partial withdrawal"). A Processing Fee as stated in Policy Schedule 2 will be made for each
withdrawal when the Withdrawal Charge is not imposed. If a partial withdrawal is requested which would leave an Accumulation Value of less than the sum of Taxes which have not yet been deducted, the
annual Policy Maintenance Charge, if applicable, and any Withdrawal Charge or Processing Fee, then such partial withdrawal will be treated as a total withdrawal. Any partial withdrawal is subject to a
$500 minimum. If the Accumulation Value of this Policy after any withdrawal falls below $300, this Policy may, at our option, be automatically surrendered and the Accumulation Value less any
applicable charges will be paid to the Owner. 


        Any
withdrawal will result in the cancellation of Accumulation Units with an aggregate value equal to the dollar amount of the withdrawal payment plus, if applicable, Taxes, the annual
Policy Maintenance Charge and any Withdrawal Charge or Processing Fee. Any withdrawal will be paid within seven days from the date the election becomes effective, except as we may be permitted to
defer such payment in accordance with the Investment Company Act of 1940. 


        It
is assumed that the earliest Purchase Payments are withdrawn first. 


 
 

DEATH BENEFIT    
    


        DEATH BENEFIT PROVIDED BY THIS POLICY—If the Owner dies while this Policy is in effect, while you are living and before the
Annuity Commencement Date, we will pay a Death Benefit to the Owner's Beneficiary upon receipt of due proof of death of the Owner. If there is no Owner's Beneficiary living on the date of death of the
Owner, we will pay the Death Benefit upon receipt of due proof of death of both the Owner and the Owner's Beneficiary in one sum to the estate of the Owner. If the Owner's Beneficiary is not an
individual or the Death Benefit is payable to the Owner's estate, the Death Benefit must be distributed within five years of the Owner's death. If the Owner's Beneficiary is an individual, such
individual may receive payments in a lump sum over a period of years not exceeding his or her life expectancy beginning not later than one year after the Owner's death. If the Owner's spouse is the
Owner's Beneficiary, the spouse may elect to keep this Policy in effect and become the new Owner. If you are not the Owner and the Owner dies before the Annuity Commencement Date, except in the case
of a spouse who elects to become the new Owner, all of your rights cease upon the Owner's death. 


        If
you (other than when you are also the Owner or are deemed to be the Owner for certain non-qualified policies for the purposes of the Code) die while this Policy is in
effect,
while the Owner is living and before the Annuity Commencement Date we will pay a Death Benefit upon receipt of due proof of your death to the Beneficiary, either in a lump sum or under one of the
Annuity Options elected or automatically placed in effect. If there is no Beneficiary living on the date of your death, we will pay the Death Benefit upon receipt of due proof of death of both you and
the Beneficiary in a lump sum to the Owner. 


        When
you are both the Owner and the Annuitant, any Death Benefits payable will be payable to the Annuitant's Beneficiary. 


9





 



        On
or after the Annuity Commencement Date, no Death Benefit will be payable under the Policy except as may be provided under the form of Annuity Option elected or automatically placed in
effect. In the event of the death of the Owner, benefits must be distributed at least as rapidly as the method of distribution in effect on the Owner's death. 


        AMOUNT OF DEATH BENEFIT—If Annuity Payments have not begun, the Death Benefit is equal to the greater of (a) the total
Accumulation Value or (b) the sum of all Net Purchase Payments made under this Policy, less the sum of all amounts withdrawn. 


        OPTIONAL FORMS OF DEATH BENEFIT—During your lifetime and prior to the Annuity Commencement Date, the Owner may elect to have
the Death Benefit of this Policy applied under one of the Annuity Options to effect a Variable Annuity, a Fixed Annuity, or a combination of both, for the Annuitant's Beneficiary as Payee after your
death or for the Owner's Beneficiary as Payee after the death of the Owner. This election may be made or subsequently revoked by filing with us a written election or revocation of an election in such
forms as we may require. Any written election or revocation of an election of a method of settlement of the Death Benefit by the Owner will become effective on the date it is received at our Service
Center. If no such election is in effect on the date of death, the Annuitant's Beneficiary or the Owner's Beneficiary as the case may be, may elect (a) to receive the Death Benefit in the form
of a lump-sum payment, in which event this Policy will be cancelled; or (b) to have the Death Benefit applied under one of the Annuity Options to effect a Variable Annuity, a Fixed
Annuity, or a combination of both. This election may be made by filing with us a written election in such form as we may require. Any written election of a method of settlement of the Death Benefit
will become effective on the later of: (a) the date the election is received at our Service Center or (b) the date due proof of your death is received at our Service Center. If written
election is not received by us within sixty days following the date due proof of death is received at our Service Center, the Annuitant's Beneficiary or the Owner's Beneficiary, as the case may be, if
an individual, shall be deemed to have elected Variable Annuity Option B, a life annuity with 120 monthly payments certain as of the last day of the sixty-day period. 



        PAYMENT OF DEATH BENEFIT—If the Death Benefit is to be paid in one sum to the Annuitant's Beneficiary or the Owner's
Beneficiary, payment will be made within seven days of the date this Policy and due proof of death is received at our Service Center, except as we may be permitted to defer such payment in accordance
with the Investment Company Act of 1940. In the event of death of either the Owner or you prior to the Annuity Commencement Date, if settlement under one of the Annuity Options has been properly
elected, the Annuity Commencement Date will be the business day immediately following the date of receipt of both the election and due proof of death by us at our Service Center. 


 
 

ANNUITY PROVISIONS    
    


        GENERAL—On the Annuity Commencement Date, the Adjusted Value of this Policy will be applied, as specified by the Owner, under
one of the Annuity Options provided in this Policy or under such other Annuity Options as may be agreed to by us. Such value may be more or less than the amount of Net Purchase Payments. Annuity
Payments may be made on a fixed or variable basis or both. Annuity Payments made on a variable basis will vary with the investment experience of the Investment Divisions to which the Adjusted Value is
allocated. The Owner selects the divisions to which to allocate the Adjusted Value. 


        Annuity
Payments may begin prior to your 85th birthday, as selected by the Owner. If no election of an Annuity Commencement Date is made, Annuity Payments will begin on your 85th
birthday. If no election of an Annuity Option is in effect on the 30th day prior to the Annuity Commencement Date, the Adjusted Value of this Policy will be applied under Variable Annuity Option B,
for a Life Annuity with 120 monthly payments certain. 


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        ADJUSTED VALUE—The Adjusted Value of this Policy is equal to the total Accumulation Value of this Policy for the Valuation
Period which ends immediately preceding the Annuity Commencement Date, minus the sum of any applicable Taxes not previously deducted, Withdrawal Charge, if any, and the Annual Policy Maintenance
Charge. 


        ASSUMED INVESTMENT RATE—The Assumed Investment Rate is 4.0% per year. 



        ELECTION AND EFFECTIVE DATE OF ELECTION—During your lifetime and prior to the Annuity Commencement Date, the Owner may elect
to have the Adjusted Value of this Policy applied on the Annuity Commencement Date under one of the Annuity Options provided in this Policy. The Owner may also change any election, but any election or
change must be effective at least thirty days prior to the Annuity Commencement Date. This election or change may be made by filing with us a written election or change in such form as we may require.
Any such election or change will become effective on the date it is received at our Service Center. If no election is in effect on the 30th day prior to the Annuity Commencement Date, the Adjusted
Value of this Policy will be applied under Variable Annuity Option B, for a Life Annuity with 120 monthly payments certain. 



        Any
such election may specify the proportion of the Adjusted Value of this Policy to be applied to the Separate Account and the Fixed Account. The election must specify how all or any
part of the Adjusted Value is to be allocated to the various Investment Divisions. In the event the election does not so specify, then 100% of the Adjusted Value of this Policy will be applied to the
Separate Account and be allocated to the Cash Management Investment Division. 


        ANNUITY COMMENCEMENT DATE—The Annuity Commencement Date as specified in the Application may be changed from time to time by
the Owner provided that such change is effective at least thirty days prior to the then-current Annuity Commencement Date. The new Annuity Commencement Date shall be a date, however, which
is not later than your 85th birthday or the end of your life expectancy according to U.S. Government Tables measured by your age on the date of the change. Once your Annuity Commencement Date has been
extended beyond age 85, no further extension may be made. Any change of the Annuity Commencement Date may be made by filing with us a written designation of a new Annuity Commencement Date in such
form as we may require. Any such change will become effective on the date the designation is received at our Service Center. 


        The
Annuity Commencement Date may also be changed by an election of an Annuity Option as provided in the section of this Policy entitled "Death Benefit". 



        FIXED ANNUITY—The dollar amount of each Fixed Annuity Payment shall be determined in accordance with annuity purchase rates
found in this Policy which are based on the minimum guaranteed interest rate of 4.0% per year or, if more favorable to the Payee, in accordance with similar fixed annuity policies then in use by us on
the Annuity Commencement Date. Fixed Annuity Payments will not change regardless of investment, mortality or expense experience. 


        VARIABLE ANNUITY—As provided in this Policy, the Owner may elect to allocate all or part of the Adjusted Value of this Policy
to one or more Investment Divisions of the Separate Account. If such an election is made by the Owner, the amount of annuity payments will be determined as follows: 


        On
the Annuity Commencement Date, the first monthly annuity payment is equal to the Adjusted Value divided first by $1,000 and then multiplied by the appropriate monthly annuity payment
in the tables on page 19 of this Policy. The amount of the first monthly annuity payment is then allocated to each Investment Division in proportion to the allocation of the Adjusted Value to each
Investment Division as elected by the Owner. In each Investment Division the number of Annuity Units is determined by dividing the amount of the first payment so allocated by the Annuity Unit Value
for the Valuation Period which includes the seventh day prior to the Annuity Commencement Date. The 


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number
of Annuity Units in each Investment Division then remains unchanged. In each Investment Division the value for an Annuity Unit was established at $10.00 for the first Valuation Period. 


        On
each subsequent annuity payment date, the total annuity payment is the sum of the annuity payments determined in each Investment Division. The annuity payment in each Investment
Division is determined by multiplying the number of Annuity Units allocated to said division by the Annuity Unit Value for said division for the Valuation Period which includes the seventh day prior
to the annuity payment date. 


        ANNUITY UNIT VALUE—In each Investment Division, the value of an Annuity Unit on any valuation date is determined by
multiplying the value of an Annuity Unit on the preceding valuation date by the product of (a) the net investment factor for the valuation period at the close of which the Annuity Unit Value is
being calculated and (b) a factor determined actuarially to neutralize the Assumed Investment Rate of 4%. 



        EXCHANGE OF VARIABLE ANNUITY UNITS—After the Annuity Commencement Date the Payee may, by filing a written request at our
Service Center, exchange the value of a designated number of Variable Annuity Units of particular Investment Divisions then credited to this Policy for other Variable Annuity Units, the value of which
would be such that the dollar amount of an annuity payment made on the date of the exchange would be unaffected by the face of the exchange. No more than five (5) exchanges may be made within
each Policy Year. 


        Exchanges
may be made only between the Investment Divisions. Exchanges will be made using the Annuity Unit values for the Valuation Period during which any request for exchange is
received by us. 


        ANNUITY OPTIONS—The amount applied under each Annuity Option will produce a different initial Annuity Payment and stream of
payments. 


        No
election of any Annuity Option may be made unless an initial Annuity Payment of at least $200 would be provided, where only a Fixed Annuity or a Variable Annuity is elected, and $100
on each
basis when a combination of Variable and Fixed Annuities is elected. If these minimums are not met, we reserve the right to change the frequency of Annuity Payments so that the minimums are attained. 


        Option A. Life Annuity:    Monthly Annuity Payments during your lifetime. 



        Option B. Life Annuity with Periods Certain of 60, 120, 180 or 240 Months:    Monthly Annuity Payments during your lifetime and
in any event for sixty, one hundred twenty, one hundred eighty or two hundred forty months certain as elected. 


        Option C. Joint and Survivor Annuity:    Monthly Annuity Payments payable during the joint lifetime of you and the designated
second person and during the lifetime of the survivor, at the percentage (either 100%, 75%, 662/3%, or 50%) elected. 



        Option D. Joint and Contingent Annuity:    Monthly Annuity Payments during your lifetime and continuing during the lifetime of
the designated second person after your death at the percentage (either 100%, 75%, 662/3%, or 50%) elected. 


        Option E. Fixed Payments for a Period Certain:    Fixed monthly Annuity Payments for any specified period (at least five years
but not exceeding thirty years), as elected. 


        Annuity
Options A, B, C and D are available on a Fixed Annuity basis, a Variable Annuity basis or a combination of both. Annuity Option E is available on a Fixed Annuity basis only.
"Fixed Payments for a Period Certain" do not involve a life contingency even though a mortality risk charge is assessed against an individual's Policy value. 


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        AMOUNTS PAYABLE ON DEATH OF PAYEE—In the event of the death of a Payee on or after the Annuity Commencement Date, and prior to
the expiration of a certain period, if any, the annuity payments for the remainder of such certain period will be paid (a) to the Annuitant's Beneficiary as such payments come due; or
(b) if there is no designated beneficiary then living, to the estate of the deceased payee in a lump sum equal to the commuted value of such payments. All payments made in one sum by us as
provided in this paragraph are made in lieu of paying any remaining Annuity Payments under any Annuity Option then in effect. 


        The
commuted value will be based, for payments being made on a variable basis, on interest compounded annually at the Assumed Investment Rate, and for Annuity Payments being made on a
fixed basis, at the interest rate initially used in determining the amount of each payment. For Variable Annuity Payments, this calculation will also be based on the assumption that the Annuity Unit
values applicable to the remaining payments will be the Annuity Unit values for the Valuation Period which ends on the day before the date of the determination and that this value will remain
unchanged thereafter. 


        COMMUTATION—Except as provided above, there shall be no right to receive, after Annuity Payments have begun, the amount
available for Annuity Payments in a manner other than that specified in the Annuity Option placed in effect. 


        ANNUITY PURCHASE RATES—The annuity purchase rates on page 19 show, for each $1,000 applied, the dollar amount of both
(a) the first monthly Variable Annuity Payment based on the Assumed Investment Rate of 4.0% and (b) the monthly Fixed Annuity Payment when this payment is based on the minimum guaranteed
interest rate of 4.0% per year. 


        The
mortality table used in determining the annuity purchase rates for Options A, B, C and D is the 1983 Blended Individual Annuity mortality table. In using this mortality table, ages
of annuitants will be reduced by one year for Annuity Commencement Dates occurring during the 1990s, reduced two years for Annuity Commencement Dates occurring during the decade 2000-2009,
and so on. 


        Adjusted
Ages will be determined based on your actual age, in completed years and months, as of the Annuity Commencement Date. The tables below show annuity purchase rates for exact
Adjusted Ages; rates for Adjusted Ages expressed in completed years and months will be based on straight line interpolation between the appropriate annuity purchase rates. 


        The
dollar amount of Annuity Payment for any Adjusted Age or combination of Adjusted Ages not shown below or for any other form of Annuity Option agreed to by us will be quoted by us on
request. 


        SUPPLEMENTARY AGREEMENT—A Supplementary Agreement setting forth the terms of the Annuity Option elected may be issued to you
at the Annuity Commencement Date. In that event, this Policy must be surrendered in exchange for the Supplementary Agreement. 


 
 

OWNERSHIP PROVISIONS    
    


        OWNER—This Policy will belong to the Owner. All Policy rights and privileges may be exercised by the Owner without the consent
of the Owner's Beneficiary, you or the Annuitant's Beneficiary not irrevocably named, or any other person. Such rights and privileges may be exercised only during your lifetime except as otherwise
provided in this Policy. You become the Owner on and after the Annuity Commencement Date. The Annuitant's Beneficiary becomes the Owner on your death. 


        CHANGE OF OWNERSHIP—The Owner may change the ownership of this Policy during your lifetime and prior to the Annuity
Commencement Date. A change of ownership will not be binding upon us until written notification is received at our Service Center, and will be effective as of the date 


13





 



on
which the request for change was signed by the Owner. If this Policy is issued as a Qualified Policy, the Owner's right to transfer ownership may be restricted. 


        ASSIGNMENT—This Policy may be assigned at any time before the Annuity Commencement Date unless restricted. For any assignment
to be binding on us, we must receive a signed copy of it at our Service Center. We assume no responsibility for the validity of any assignment. Any claim made under an assignment is subject to proof
of interest and the extent of that interest. 


        VOTING RIGHTS—As long as the Separate Account continues to be registered as a unit investment trust under the Investment
Company Act of 1940, the Owner will be entitled to give instructions to us as to how shares of voting securities held in the Separate Account attributable to this Policy should be voted at meetings of
shareholders of such voting securities. We will be entitled to
establish rules for the exercise by Owners of their rights to give voting instructions with respect to such voting securities, including rules as to the determination of record dates. Those persons
entitled to give instructions will be determined as of the record date for a meeting. 


        During
the Accumulation Period, the number of votes which an Owner may cast is equal to the number of Accumulation Units credited to him. The Owner may vote in as many Investment
Divisions as he has shares of those Investment Divisions. During the Annuity Period, the number of votes which may be cast by an Owner in each Investment Division is equal to (i) the amount of
the latest actuarial reserve established in the particular Investment Division to meet the annuity obligations applicable to him or her, divided by (ii) the value of an Accumulation Unit of
such Investment Division. Cumulative voting is not authorized. Fractional votes will be counted. 


        During
the Annuity Period, the number of votes attributable to a Policy will generally decrease, since funds set asisde for you will decrease. An Owner is not entitled to give voting
instructions with respect to Fixed Annuity Benefits payable under this Policy. 


        Owners
will receive proxy material and forms on which voting instructions may be given. Shares held by the Separate Account for which no effective instructions have been received from
Owners will be voted for or against any proposition in the same proportion as the shares for which instructions have been received. Voting instructions will be effective only if this Policy is in
force on the date of the meeting. 


        PERIODIC REPORTS—During the Accumulation Period we will send the Owner, at least once during each Policy Year, a statement
showing the number, type and value of the Accumulation Units credited to this Policy. 


 
 

BENEFICIARY DESIGNATION    
    


        The Owner's Beneficiary and Annuitant's Beneficiary designation contained in the Application will remain in effect until changed. Subject to the rights of an
irrevocable designation, the Owner may change the designation of a Owner's Beneficiary or Annuitant's Beneficiary at any time while you are living by filing with the Company a written beneficiary
designation in such form as we may require. The change will not be binding upon us until it is received at our Service Center. When it is so received, the change will be effective as of the date on
which the beneficiary designation was signed; however, the change will be without prejudice to us on account of any payment made or any action taken by us prior to receiving the change. 


 
 

GENERAL PROVISIONS    
    


        ENTIRE CONTRACT—This Policy is issued in consideration of receipt of the Application and payment of the first Purchase
Payment. This Policy and the Application, a copy of which is attached, constitute the entire contract. All statements made in the Application will, in the absence of fraud, be 


14





 

deemed
representations and not warranties, and no statement will void this Policy or be used in defense to a claim under this Policy unless it is contained in the Application and a copy of the
Application is attached at issue. Only our President, Vice President, Secretary or Assistant Secretary have the authority to change any of the terms of this Policy or to waive any of our rights. Any
such change or waiver must be in writing and endorsed on this Policy. 


        MISSTATEMENT OF AGE OR SEX—If your age or sex (or the age or sex of any designated second person) has been misstated, any
Annuity benefits payable by us at any time will be the Annuity benefits provided by the correct age or sex. After periodic annuity payments have begun, we will pay immediately any underpayments and
will deduct any overpayments from the succeeding payments as neccessary. 


        DETERMINATION OF VALUES—The method of determination by us of the number and value of Accumulation Units and Annuity Units
shall be conclusive upon you, the Owner, any Payee and any Beneficiary. 


        GUARANTEES—We guarantee that the dollar amount of Variable Annuity Payments made during the lifetime of any Payee will not be
adversely affected by our actual mortality experience or by our actual expenses in excess of the expense deductions provided for in this and other Policies providing benefits which vary in accordance
with the investment performance of the Separate Account. 


        INCONTESTABILITY—This Policy shall be incontestable after it has been in force for a period of two years from the Issue Date. 


        MODIFICATION—We may modify this Policy in order to maintain it in continued compliance with applicable state and federal law.
In the event of any such modification, we may make appropriate endorsement to this Policy to reflect the modification. 


        NON-PARTICIPATING—This Policy is non-participating and will not share in any of our profits. 


        PAYMENTS BY US—All sums payable by us under this Policy are payable at our Service Center. We may require surrender of this
Policy as a condition to the payment of any benefits. 



        PROOF OF AGE—We shall have the right to require evidence of the age of any Payee under Annuity Options A, B, C and D and of
the designated second person under Annuity Options C and D prior to the commencement of Annuity Payments. 


        PROOF OF SURVIVAL—We shall have the right to require evidence of the survival of any Payee, Annuitant or designated second
person under Annuity Options A, B, C and D, as applicable, at the time any Annuity Payment is due. 


        GOVERNING LAW—This Policy shall be construed and interpreted in accordance with the laws of the state in which it is
delivered. 


        PROTECTION OF PROCEEDS—To the extent permitted by law, death proceeds and Annuity Payments shall be free from legal process
and the claim of any creditor of the person entitled to them. No payment and no amount held by us can be taken or assigned in advance of its payment date unless we receive the Owner's written consent. 


        INFORMATION TO BE FURNISHED TO US—The Owner will furnish all information which we may reasonably require for the
administration of this Policy. We will not be liable for the fulfillment of any obligations in any way dependent on such information until we receive such information in a form satisfactory to us. 


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        TERMINATION OF THIS POLICY—This Policy will terminate on the first day upon which the performance and fulfillment by us of all
of our duties and obligations under this Policy have been completed. 


        QUALIFIED PLANS—If this Policy is issued as a Qualified Policy, an endorsement will be attached amending certain provisions. 


 
 

AMOUNT OF FIRST MONTHLY ANNUITY PAYMENT
  PER $1,000 OF ADJUSTED VALUE    
    



	OPTION A

LIFE ANNUITY
	 	OPTION B

LIFE ANNUITY WITH PAYMENTS CERTAIN

	Adjusted

Age
	 	Life

Only
	 	60 Payments
	 	120 Payments
	 	180 Payments
	 	240 Payments

	50	 	$	4.58	 	$	4.57	 	$	4.55	 	$	4.51	 	$	4.46
	55	 	 	4.94	 	 	4.92	 	 	4.88	 	 	4.82	 	 	4.72
	60	 	 	5.41	 	 	5.39	 	 	5.32	 	 	5.20	 	 	5.03
	65	 	 	6.07	 	 	6.02	 	 	5.88	 	 	5.66	 	 	NA
	70	 	 	6.99	 	 	6.89	 	 	6.60	 	 	6.16	 	 	NA
	75	 	 	8.31	 	 	8.09	 	 	7.47	 	 	NA	 	 	NA
	80	 	 	10.25	 	 	9.69	 	 	8.39	 	 	NA	 	 	NA
	85	 	 	13.06	 	 	11.67	 	 	NA	 	 	NA	 	 	NA





	

OPTION C

JOINT & SURVIVOR ANNUITY*
	
 	

OPTION D

JOINT & CONTINGENT ANNUITY**

	 
	 	Adjusted Age of

Designated Second Person
	 	 
	 	Adjusted Age of

Designated Second Person
	 	 

	Adjusted

Age of

Annuitant
	 	Adjusted

Age of

Annuitant
	 	 

	 	55
	 	60
	 	65
	 	70
	 	75
	 	55
	 	60
	 	65
	 	70
	 	75

	55	 	$	4.74	 	$	4.93	 	$	5.14	 	$	5.38	 	$	5.65	 	55	 	$	4.55	 	$	4.65	 	$	4.73	 	$	4.80	 	$	4.85
	60	 	 	4.93	 	 	5.15	 	 	5.41	 	 	5.70	 	 	6.02	 	60	 	 	4.78	 	 	4.92	 	 	5.05	 	 	5.16	 	 	5.25
	65	 	 	5.14	 	 	5.41	 	 	5.73	 	 	6.08	 	 	6.47	 	65	 	 	5.03	 	 	5.23	 	 	5.42	 	 	5.61	 	 	5.76
	70	 	 	5.38	 	 	5.70	 	 	6.08	 	 	6.53	 	 	7.03	 	70	 	 	5.30	 	 	5.56	 	 	5.84	 	 	6.13	 	 	6.39
	75	 	 	5.65	 	 	6.02	 	 	6.47	 	 	7.03	 	 	7.67	 	75	 	 	5.59	 	 	5.92	 	 	6.30	 	 	6.71	 	 	7.13
	*Table based on assumed election of Joint and 662/3% Survivor Annuity	 	**Table based on assumed election of and 662/3% Contingent Annuity





	

OPTION E

FIXED PAYMENTS FOR A PERIOD CERTAIN

	Years
	 	Amount
	 	Years
	 	Amount
	 	Years
	 	Amount
	 	Years
	 	Amount
	 	Years
	 	Amount

	5	 	$	18.32	 	10	 	10.06	 	15	 	7.34	 	20	 	6.00	 	25	 	5.22
	6	 	 	15.56	 	11	 	9.31	 	16	 	7.00	 	21	 	5.81	 	26	 	5.10
	7	 	 	13.59	 	12	 	8.69	 	17	 	6.71	 	22	 	5.64	 	27	 	5.00
	8	 	 	12.12	 	13	 	8.17	 	18	 	6.44	 	23	 	5.49	 	28	 	4.90
	9	 	 	10.97	 	14	 	7.72	 	19	 	6.21	 	24	 	5.35	 	29	 	4.80
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	30	 	4.72




16






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 INDIVIDUAL DEFERRED VARIABLE ANNUITY POLICY

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AMOUNT OF FIRST MONTHLY ANNUITY PAYMENT PER $1,000 OF ADJUSTED VALUE