-----GOLDEN                     FLEXIBLE PREMIUM
      --------AMERICAN                   DEFERRED COMBINATION
    ----------LIFE INSURANCE             VARIABLE AND FIXED
       -------COMPANY                    ANNUITY CERTIFICATE

Golden American is a stock company domiciled in Delaware.
--------------------------------------------------------------------------------


        Offices: 1475 Dunwoody Drive, West Chester, Pennsylvania 19380


    CONTRACTHOLDER:                           GROUP CONTRACT NUMBER:
    [Golden Investor Trust, Inc.]             [G000026-OE]

    ISSUED IN:                                CONTRACT ISSUE DATE:
    [Delaware]                                 [January 1, 1996]

In this Contract, we, our and us refer to the Golden American Life Insurance
Company.

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

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

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

All provisions set forth on the following pages are a part of this Contract.

Signed for Golden American Life Insurance Company on the Contract Issue Date.



President:  /S/ Chris Schreier           Secretary:  /S/ Paula Cludray-Engelke


--------------------------------------------------------------------------------
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY GROUP MASTER CONTRACT
- NO DIVIDENDS

Variable Cash Surrender Values while a Certificate Owner is living and prior to
the Annuity Commencement Date. Death benefit subject to guaranteed minimum.
Additional premium payment option. Partial Withdrawal Option. Non-participating.
Investment results reflected in values.

GA-MA-1102

<PAGE>

                                CONTRACT CONTENTS
--------------------------------------------------------------------------------


<TABLE>
<S>                                               <C>              <C>                                      <C>
THE SCHEDULE....................................  3                THE CERTIFICATE OWNERS BENEFITS........  18
   Payment and Investment Information                                 Cash Value Benefit
   The General Account                                                Partial Withdrawal Option
   The Fixed Account                                                  Proceeds Payable to the Beneficiary
   Contract Facts
   Charges
   Income Plan Factors                                             BENEFIT OPTION PACKAGES................  19
                                                                      Election of Benefit Option Packages
                                                                      Description of Benefit Package I
IMPORTANT TERMS.................................   6                  Description of Benefit Package II
                                                                      Description of Benefit Package III
INTRODUCTION TO THIS CONTRACT...................   8
   The Certificate Owner                                           CHOOSING AN INCOME PLAN................  26
   The Annuitant                                                      Annuity Benefits
   The Beneficiary                                                    Annuity Commencement Date Selection
   Change of Certificate Owner or Beneficiary                         Frequency Selection
                                                                      The Income Plan
                                                                      The Annuity Options
PREMIUM PAYMENTS AND ALLOCATION CHANGES.........   10                 Payment When Named Person Dies

   Initial Premium Payment                                         OTHER IMPORTANT INFORMATION............  29
   Additional Premium Payments Option                                 Entire Contract
   Reallocation of Accumulation Value                                 Sending Notice to Us
   What Happens if a Variable Separate Account                        Reports to Certificate Owner
      Division is Not Available                                       Assignment
   Restricted Funds                                                   Changing this Contract
   Thresholds                                                         Contract Changes - Applicable Tax Law
   Dollar Cap                                                         Misstatement of Age or Sex
   Premium Threshold                                                  Non-Participating
   Allocation Threshold                                               Contestability
   Thresholds - Effect on Withdrawals                                 Payments We May Defer
   Threshold Processing                                               Authority to Make Agreements
                                                                      Required Note on Our Computations
HOW WE MEASURE ACCUMULATION VALUE................   13
   The Variable Separate Account(s)
   The General Account
   Valuation Period
   Accumulation Value
   Accumulation Value in each Division and
     Fixed Allocation
   Fixed Account
   Measurement of Investment Experience
   Charges Deducted from Accumulation Value on
     each Processing Date
</TABLE>

GA-MA-1102                              2

<PAGE>

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

PREMIUM PAYMENT AND INVESTMENT INFORMATION

Investment

Initial Premium Payment                           [Minimum $25,000]
Accumulation Value                                As shown in each Certificate

Additional Premium Payment

Minimum Payment                                   [$50]

Maximum Attained Age of Annuitants and
   Certificate Owners                             [86]

Allocations

Maximum Divisions at any one time                 [Twenty]
Allocation changes per Certificate Year
    without charge                                [Twelve]
Excess Allocation Charge                          [$0]

GENERAL ACCOUNT

Guaranteed Interest Division

A Guaranteed Interest Division provides an annual minimum interest rate of 3%.
At our sole discretion, we may periodically declare higher interest rates for
specific Guarantee Periods. Such rates will apply to periods following the date
of declaration. Any declaration will be by class and will be based on our future
expectations.

Limitations of Allocations

We reserve the right to restrict allocations into and out of the General
Account. Such limits may be dollar restrictions on allocations into the General
Account or we may restrict reallocations into the General Account.

Transfers from a Guaranteed Interest Division

We currently require that an amount allocated to a Guarantee Period not be
transferred until the Maturity Date, except pursuant to our published rules. We
reserve the right not to allow amounts previously transferred from a Guaranteed
Interest Division to the Variable Separate Account Divisions or to a Fixed
Allocation to be transferred back to a Guaranteed Interest Division for a period
of at least six months from the date of transfer

FIXED ACCOUNT

Minimum Fixed Allocation
As  shown in each Certificate.

Minimum Guaranteed Interest Rate
As shown in each Certificate.

Guarantee Periods

We currently offer Guarantee Periods of [6 months and 1, 3, 5, 7 and 10]
year(s). We reserve the right to offer Guarantee Periods of durations other than
those available on the Contract Issue Date. We also reserve the right to cease
offering a particular Guarantee Period or Periods.

Index Rate

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

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

GA-MA-1102                              3

<PAGE>

                           THE SCHEDULE (continued)
--------------------------------------------------------------------------------

CONTRACT FACTS

Certificate Processing Date
As shown in each Certificate.

Specially Designated Division
[Liquid Asset Division]

Annuity Commencement Date

As shown in each Certificate

Death Benefits

As shown in each Certificate

Minimum Annuity Income Payout

As shown in each Certificate

Option Benefits

None

Partial Withdrawals - The minimum withdrawal amount which may be taken is shown
in each Certificate. The maximum amount that can be taken as a Conventional
Partial Withdrawal each Certificate Year without being considered an Excess
Partial Withdrawal is shown in each Certificate. In no event may a Partial
Withdrawal be greater than 90% of the Cash Surrender Value. After a Partial
Withdrawal, the remaining Accumulation Value must be at least $100 to keep a
Certificate in force. Systematic Partial Withdrawals and Conventional Partial
Withdrawals may not be taken in the same Certificate Year.

Conventional Partial Withdrawals

The minimum withdrawal amount which may be taken is shown in each Certificate.
The maximum amount that can be taken as a Conventional Partial Withdrawal each
Certificate Year without being considered an Excess Partial Withdrawal is shown
in each Certificate. Any Conventional Partial Withdrawal is subject to a Market
Value Adjustment unless withdrawn from a Fixed Allocation within 30 days prior
to the Maturity Date.

Systematic Partial Withdrawals

Systematic Partial Withdrawals may be elected to commence after 28 days from the
Certificate Issue Date. and may be taken on a monthly, quarterly or annual
basis. The Maximum Withdrawal Amount which may be taken is shown in each
Certificate. Systematic Partial Withdrawals from Fixed Allocations are not
subject to a Market Value Adjustment. A Systematic Partial Withdrawal in excess
of the Free Amount may be subject to a Surrender Charge.

IRA Partial Withdrawals for Qualified Plans Only

Partial Withdrawals may be taken from a Certificate issued as an IRA on a
monthly, quarterly or annual basis. Such IRA Partial Withdrawals will not be
subject to Surrender Charges to the extent that they do not exceed the Minimum
Required Distribution based on the Accumulation Value of this Certificate, as
set forth in the Internal Revenue Code. A minimum withdrawal of $100.00 is
required. Systematic Partial Withdrawals and Conventional Partial Withdrawals
are not allowed when IRA Partial Withdrawals are being taken. An IRA Partial
Withdrawal in excess of the maximum amount allowed under the Systematic Partial
Withdrawal option may be subject to a Market Value Adjustment.

GA-MA-1102                              4

<PAGE>

                           THE SCHEDULE (continued)
--------------------------------------------------------------------------------

CHARGES

DEDUCTIONS FROM PREMIUMS

None

DEDUCTIONS FROM ACCUMULATION VALUE

Initial Administrative Charge

None

Administrative Charge

We charge a maximum of $30 to cover a portion of our ongoing administrative
expenses for each Certificate Processing Period. The charge is incurred at the
beginning of the Certificate Processing Period and deducted on the Certificate
Processing Date at the end of the period.

Excess Allocation Charge

$25. Covers the cost of allocations in excess of twelve free allocation changes
allowed per year. Any charge will be deducted in proportion to the amount being
transferred from each Division.

Surrender Charges
As shown in each Certificate.

PREMIUM TAXES

We deduct the amount of any premium or other state and local taxes levied by any
state or governmental entity when such taxes are incurred. If the charge for
premium taxes is incurred when premiums are received, we advance the amount of
the charge to the Accumulation Value and deduct it in equal installments on each
Certificate Processing Date. Currently, we will waive the deduction of the
applicable installment on each Certificate Processing Date. However, we deduct
the applicable unrecovered portion of the charge for premium taxes (not
including installments which were waived) when determining the Cash Surrender
Value payable if the Certificate is surrendered We reserve the right to change
the amount we charge for Premium Tax charges on future Premium Payments to
conform with changes in the law or if a Certificate Owner changes state of
residence.

DEDUCTIONS FROM THE DIVISIONS

Morality and Expense Risk Charge
As shown in each Certificate.

Asset Based Administrative Charge
As shown in each Certificate.

CHARGE DEDUCTION DIVISION

If elected by the Certificate Owner, all charges against the Accumulation Value
in each Certificate will be deducted from the [Liquid Asset Division].

INCOME PLAN FACTORS

As shown in each Certificate.

GA-MA-1102                              5

<PAGE>

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

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

AFFILIATED INSURANCE COMPANY - An insurance company which meets the definition
     of an Affiliated Company under the Investment Company Act of 1940.

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

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

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

ANNUITY PAYMENT - The periodic payment a Certificate Owner receives.

ATTAINED AGE - The issue age of the annuitant or certificate Owner plus the
     number of full years elapsed since the certificate date.

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

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

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

CERTIFICATE - This is a summary of the benefits and provisions provided by this
Contract.

CERTIFICATE ANNIVERSARY - The anniversary of the certificate date.

CERTIFICATE DATE - The date we receive the Initial Premium upon which we begin
     determining the Certificate values. It may or may not be the same as the
     certificate issue date. This date is used to determine Certificate months,
     processing dates, years, and anniversaries.

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

CERTIFICATE PROCESSING DATES - The days when we deduct certain charges from the
     accumulation value. If the Certificate Processing Date is not a Valuation
     Date, it will be on the next succeeding Valuation Date. The Certificate
     Processing Date will be on the Certificate Anniversary of each year.

CERTIFICATE PROCESSING PERIOD - The period between successive certificate
     processing dates unless it is the first certificate processing period. In
     that case, it is the period from the certificate date to the first
     certificate processing date.

CERTIFICATE YEAR - The period between certificate anniversaries.

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

CHARGE DEDUCTION DIVISION - The Division from which all charges are deducted if
     so designated or elected by the Certificate Owner.

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

GA-MA-1102                              6

<PAGE>

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

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

CONTRACTHOLDER - The entity to whom this Contract is issued.

EXPERIENCE FACTOR - The factor which reflects the investment experience of the
     portfolio in which a Variable Separate Account Division invests and also
     reflects the charges assessed against the Division for a Valuation Period.

FIXED ACCOUNT - This is the Separate Account established to support Fixed
Allocations.

FIXEDALLOCATION - An amount allocated to the Fixed Account that is credited
     with a Guaranteed Interest Rate for a specified Guarantee Period.

GENERAL ACCOUNT - The account which contains all of our assets other than those
held in our separate accounts.

GUARANTEE PERIOD - The period of years a rate of interest is guaranteed to be
     credited to a Fixed Allocation or allocations to a Guaranteed Interest
     Division.

GUARANTEED INTEREST DIVISION - An investment option available in the General
     Account, an account which contains all of our assets other than those held
     in our Separate Accounts.

GUARANTEED INTEREST RATE - The effective annual interest rate which we will
credit for a specified Guarantee Period.

GUARANTEED MINIMUM INTEREST RATE - The minimum interest rate which can be
     declared by us for Fixed Allocations or Guaranteed Interest Divisions. The
     Guaranteed Minimum Interest Rate is an effective annual rate of 3.0%.

INDEX OF INVESTMENT EXPERIENCE - The index that measures the performance of a
Variable Separate Account Division.

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

ISSUE AGE - The annuitant's or Certificate Owner's age on the last birthday on
or before the certificate date.

MARKET VALUE ADJUSTMENT - A positive or negative adjustment to a Fixed
     Allocation. It may apply if all or part of a Fixed Allocation is withdrawn,
     transferred, or applied to an Annuity Option prior to the end of the
     Guarantee Period.

MATURITY DATE - The date on which a Guarantee Period matures.

QUALIFIED PLAN - A Contract issued as a qualified funding vehicle under Internal
     Revenue Code Sections 401(a), 401(k), 403(b), 408(b), or 457.

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

SCHEDULE DATE - The date shown in the Certificate on which the Benefit Option
     Package takes effect. On the Certificate Issue Date, the Schedule Date is
     the same as the Certificate Date. Thereafter, if the then current Benefit
     Option Package with another available Benefit Option Package, the Schedule
     Date will be the effective date of the change.

SPECIALLY DESIGNATED DIVISION - Distributions from a portfolio underlying a
     Division in which reinvestment is not available will be allocated to this
     Division unless the Certificate Owner specifies otherwise.

VALUATION DATE - The day at the end of a Valuation Period when each Division is
valued.

VALUATION PERIOD - Each business day together with any non-business days before
it.

VARIABLE SEPARATE ACCOUNT DIVISION - An investment option available in the
     Variable Separate Account shown in the Certificate Schedule.

GA-MA-1102                              7

<PAGE>

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

ELIGIBILITY

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

THE CERTIFICATE OWNER

     The Certificate Owner is also the Annuitant unless another Annuitant has
     been named and is shown in the Certificate. The Certificate Owner has the
     rights and options described in this Contract.

     One or more people may own a Certificate. If there are multiple Certificate
     Owners named, the age of the oldest Certificate Owner will be used to
     determine the applicable death benefit. In the case of a sole certificate
     Owner who dies prior to the annuity commencement date, we will pay the
     Beneficiary the death benefit then due. If the sole certificate Owner is
     not an individual, we will treat the annuitant as the certificate Owner for
     purposes of determining when the certificate Owner dies under the death
     benefit provision (if there is no Contingent Annuitant), and the
     Annuitant's Issue Age will determine the applicable death benefit payable
     to the Beneficiary. The sole certificate Owner's estate will be the
     beneficiary if no beneficiary designation is in effect, or if the sole
     designated beneficiary has predeceased the certificate Owner. In the case
     of a joint certificate Owner dying prior to the annuity commencement date,
     the surviving certificate Owner(s) will be deemed the beneficiary(ies) and
     any other Beneficiary(ies) on record will be treated as the contingent
     Beneficiary(ies).

THE ANNUITANT

     The Annuitant is the measuring life of the annuity benefits provided under
     a Certificate. The annuitant may not be changed during the annuitant's
     lifetime. The Certificate Owner may name a contingent annuitant. The
     contingent annuitant becomes the annuitant if the annuitant dies while a
     Certificate is in effect prior to the Annuity Commencement Date. The
     Certificate Owner will be the contingent annuitant unless the Certificate
     Owner names someone else. The annuitant must be a natural person. If the
     annuitant dies and no contingent annuitant has been named, we will allow
     the Certificate Owner sixty days to designate someone else as annuitant. If
     all Certificate Owners are not individuals and, through operation of this
     provision, a Certificate Owner becomes the Annuitant, we will pay the death
     benefit proceeds to the Beneficiary. If there are joint Certificate Owners,
     we will treat the youngest of the Certificate Owners as the Contingent
     Annuitant designated, unless elected otherwise.

THE BENEFICIARY

     The beneficiary is the person to whom we pay death proceeds if the
     certificate Owner dies prior to the annuity commencement date. See Proceeds
     Payable to the Beneficiary for more information. We pay death proceeds to
     the primary beneficiary (unless there are joint Certificate Owners in which
     case the death benefit proceeds are payable to the surviving Certificate
     Owners). If the primary beneficiary dies before the certificate Owner, the
     death proceeds are paid to the contingent beneficiary, if any. If there is
     no surviving beneficiary, we pay the death proceeds to the certificate
     Owner's estate.

     One or more persons may be named as primary beneficiary or contingent
     Beneficiary. In the case of more than one beneficiary, we will assume any
     death proceeds are to be paid in equal shares to the surviving
     beneficiaries. Other than equal shares may be specified by the Certificate
     Owner.

     The Certificate Owner has the right to change beneficiaries during the
     Certificate Owner's lifetime, unless the primary beneficiary is designated
     irrevocable. When an irrevocable Beneficiary has been designated, the
     Certificate Owner and the irrevocable Beneficiary may have to act together
     to exercise the rights and options under a Certificate.

     When naming or changing the Beneficiary(ies), the Certificate Owner may
     specify the form of payments of the Death Benefits. We will honor the
     specified form of payment to the extent permitted under section 72(s) of
     the I.R.S. Code. If the form of payment is not specified, the
     Beneficiary(ies) may determine the manner of payment, to the extent allowed
     by the Code.

GA-MA-1102                              8

<PAGE>

                    INTRODUCTION TO THIS CONTRACT (continued)
--------------------------------------------------------------------------------

CHANGE OF CERTIFICATE OWNER OR BENEFICIARY

     During the Certificate Owner's lifetime and while a Certificate is in
     effect under this Contract, the Certificate Owner can transfer ownership of
     a Certificate or change the beneficiary. To make any of these changes, we
     require written notice of the change in a form satisfactory to us. If there
     are joint Certificate Owners, both must agree to the change. The change
     will take effect as of the day the notice is signed. The change will not
     affect any payment made or action taken by us before recording the change
     at our Customer Service Center. A change of certificate Owner may affect
     the amount of death benefit payable under the Certificate. See Proceeds
     Payable to the Beneficiary and Benefit Option Packages.

GA-MA-1102                              9

<PAGE>

                    INTRODUCTION TO THIS CONTRACT (continued)
--------------------------------------------------------------------------------

INITIAL PREMIUM PAYMENT

The Initial Premium Payment is required to put a Certificate in effect. The
amount and allocation of the Initial Premium Payment is shown in each
Certificate.

ADDITIONAL PREMIUM PAYMENT OPTION

Additional premium payments may be made after the Right to Examine period ends.
Satisfactory notice to us must be given for additional premium payments.
Restrictions on additional premium payments, such as the attained age of the
annuitant or certificate Owner and the timing and amount of each payment, are
shown in each Certificate. We reserve the right to defer acceptance of or to
return any additional premium payments.

As of the date we receive and accept the Certificate Owner's additional premium
payment:

     (1)  The accumulation value will increase by the amount of the premium
          payment less any premium deductions as shown in each Certificate.

     (2)  The increase in the accumulation value will be allocated among the
          Divisions and the Fixed Allocations in accordance with the Certificate
          Owner's instructions. If the Certificate Owner does not provide such
          instructions, allocation will be among the Divisions and in proportion
          to the amount of accumulation value in each Division as of the date we
          receive and accept the additional premium payment. Allocations to the
          Fixed Account will be made only upon specific written request.

Where to Make Payments

Additional premium payments are to be sent to our Customer Service Center. On
request, a receipt signed by one of our officers will be provided.

REALLOCATION OF ACCUMULATION VALUE

The accumulation value may be reallocated among the Divisions, the General
Account and the Fixed Account prior to the Annuity Commencement Date. The number
of free allocation changes each certificate year that we will allow is shown in
each Certificate. To make an allocation change, we must receive satisfactory
notice at our Customer Service Center. The change will take effect when we
receive the notice. Restrictions for reallocation into and out of the Divisions
are shown in each Certificate. Some Divisions may have restrictions on
allocations. An allocation from the Fixed Allocation may be subject to a Market
Value Adjustment. See Market Value Adjustment.

WHAT HAPPENS IF A VARIABLE SEPARATE ACCOUNT DIVISION IS NOT AVAILABLE

When a distribution is made from an investment portfolio supporting a unit
investment trust Division of the Separate Account in which reinvestment is not
available, we will allocate the distribution to the Specially Designated
Division shown in each Certificate unless the Certificate Owner specifies
otherwise.

Such a distribution may occur when an investment portfolio or Division matures,
when distribution from a portfolio or Division cannot be reinvested in the
portfolio or Division due to the unavailability of securities, or for other
reasons. When this occurs because of maturity, we will send written notice 30
days in advance of such date. To elect an allocation to other than the Specially
Designated Division shown in each Certificate, we must receive satisfactory
notice at least seven days prior to the date the investment matures. Such
allocations will not be counted as an allocation change of the accumulation
value for purposes of the number of free allocations permitted.

GA-MA-1102                             10

<PAGE>

              PREMIUM PAYMENTS AND ALLOCATION CHANGES (continued)
--------------------------------------------------------------------------------

RESTRICTED FUNDS

Restricted Funds are subject to limits as to amounts which may be invested or
transferred into such Divisions. The designation of a Division as a Restricted
Fund may be changed upon 30 days notice to the Owner with regard to future
transfers and Premium Payments into such Division. When a new Division is made
available it may be designated as a Restricted Fund. If so designated, the rules
regarding its restrictions will be sent to the Owner. Listed below are the total
Contract limits for Restricted Funds.

Restricted Fund Limits

            Maximum
        Allocation % of          Maximum
      Accumulation Value        Premium %           Dollar Cap
      ------------------        ---------           ----------
              30%                99.999%            $9,999,999

THRESHOLDS

Each Restricted Fund has one or more thresholds at which point no further
amounts may be allocated to that Division. Compliance with a threshold is
verified whenever there is a transaction initiated which is subject to such
threshold (Premium Payments, transfers, withdrawals). A threshold is applied to
the total Accumulation Value of each Restricted Fund. Thresholds may be changed
by us for new premiums, transfers or withdrawals by Restricted Fund upon 30 day
notice.

DOLLAR CAP

The Dollar Cap is the dollar amount at which no further Accumulation Value may
be added to Restricted Funds.

PREMIUM THRESHOLD

The threshold for premium by Restricted Fund limits the amount of any premium
which may be allocated to that Division. Should a request for allocation to a
Restricted Fund exceed the limit in effect for that Division or for the
Contract, any excess over that amount shall be allocated prorata to any
non-Restricted Fund(s) in which the Contract is then invested. Should the
Contract not be invested in other non-Restricted Funds, the excess will be
invested in the Specially Designated Division unless we receive written
instructions to do otherwise. Premium allocations must also satisfy the
Allocation Threshold.

ALLOCATION THRESHOLD

Allocations into a Restricted Fund are limited to that amount such that the
Accumulation Value in that Restricted Fund after such allocation does not exceed
the threshold for that Division and does not cause a Certificate's total limit
on allocation to Restricted Funds to be exceeded. If the amount of an allocation
would cause either limit to be exceeded, the allocation will only be executed to
the extent the lower limit would allow.

Allocations from a Restricted Fund will be allowed even if the amount remaining
in the Restricted Fund after an allocation exceeds the Allocation Threshold. If
a program of allocations over time is authorized by us, verification of the
threshold will be performed at the initiation of such program. If such program
is modified at a later date, a testing of thresholds will be done at that time.

GA-MA-1102                             11

<PAGE>

              PREMIUM PAYMENTS AND ALLOCATION CHANGES (continued)
--------------------------------------------------------------------------------

THRESHOLDS - EFFECT ON WITHDRAWALS

If a withdrawal is requested while any Accumulation Value is allocated to
Restricted Funds and the Allocation Threshold percentage is currently exceeded,
the percentage for funds invested in Restricted Funds for the total Contract,
after taking into account the withdrawal, may not be higher than prior to the
withdrawal. Should the calculated effect of a withdrawal result in the total
Contract threshold being exceeded, the excess portion of the withdrawal will be
processed prorata from all Variable Divisions. Systematic withdrawals, while the
Contract has investments in Restricted Funds, if not withdrawn prorata from all
Divisions, shall be monitored annually to assure threshold compliance. Should
the effect of such withdrawals cause a Restricted Fund to exceed its threshold,
the Divisions from which the withdrawals are processed may be adjusted to assure
that the percentage of Accumulation Value in the Restricted Funds does not
increase.

THRESHOLD PROCESSING

For the purpose of calculating any thresholds, the values for the Divisions will
be determined using the prior day's closing Index of Investment Experience.

GA-MA-1102                             12

<PAGE>

                      HOW WE MEASURE THE ACCUMULATION VALUE
--------------------------------------------------------------------------------

The variable Annuity Benefits under this Contract are provided through
investments which may be made in our Separate Account(s).

THE VARIABLE SEPARATE ACCOUNT(S)

The Separate Account (the "Account") is a unit investment trust Separate
Account, organized in and governed by the laws of the State of Delaware, our
state of Domicile. The Account is divided into Divisions, each of which is
available for investment under this Contract.

The Account is kept separate from our General Account and any other Separate
Accounts we may have. It is used to support Variable Annuity Contracts 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; but, we may transfer to our General Account
assets which exceed the reserves and other liabilities of the Variable Separate
Account. Income and realized and unrealized gains or losses from assets in the
Variable Separate Account are credited to or charged against the Account without
regard to other income, gains or losses in our other investment accounts.

The Variable Separate Account will invest in mutual funds, unit investment
trusts and other investment portfolios which we determine to be suitable for
this Contract's purposes. The Variable 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 Variable Separate Account is also governed by state law as described
above. The trusts may offer non-registered series.

Variable Separate Account Divisions

A unit investment trust Separate Account includes Divisions, each investing in a
designated investment portfolio. The Divisions and the investment portfolios
designated may be managed by a separate investment adviser. Such adviser may be
registered under the Investment Advisers Act of 1940.

Changes within the Variable Separate Accounts

We may, from time to time, make additional Variable Separate Account Divisions
available. These Divisions will invest in investment portfolios we find suitable
for this Contract. We also have the right to eliminate Divisions from a Variable
Separate Account, to combine two or more Divisions or to substitute a new
portfolio for the portfolio in which a Division invests. A substitution may
become necessary if, in our judgment, a portfolio or Division no longer suits
the purpose of this Contract. 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 or Division is no longer available for investment, or
for some other reason. We will obtain any required regulatory approvals before
making such a substitution.

Subject to any required regulatory approvals, we reserve the right to transfer
assets of the Variable Separate Account which we determine to be associated with
the class of contracts to which this Contract belongs, to another Variable
Separate Account or Division.

When permitted by law, we reserve the right to:

     (1) deregister a Variable Separate Account under the Investment Company
         Act of 1940;

     (2) operate a Variable Separate Account as a management company under the
         Investment Company Act of 1940, if it is operating as a unit investment
         trust;

     (3) operate a Variable Separate Account as a unit investment trust under
         the Investment Company Act of 1940, if it is operating as a managed
         Variable Separate Account;

     (4) restrict or eliminate any voting rights of Owners, or other persons who
         have voting rights to a Variable Separate Account; and

     (5) combine a Variable Separate Account with other Variable Separate
         Accounts.

GA-MA-1102                             13

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               HOW WE MEASURE THE ACCUMULATION VALUE (continued)
--------------------------------------------------------------------------------

THE GENERAL ACCOUNT

The General Account contains all assets of the Company other than those in the
Separate Accounts we establish. The Guaranteed Interest Divisions available for
investment are shown in the Schedule. We may, from time to time, offer other
Divisions where assets are held in our General Account.

VALUATION PERIOD

Each Division and Fixed Allocation will be valued at the end of each Valuation
Period on a Valuation Date. A 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, and the SEC requires mutual funds,
unit investment trusts, or other investment portfolios to value their
securities.

ACCUMULATION VALUE

The Accumulation Value of a Certificate is the sum of the amounts in each of the
Divisions of the Variable Separate Account and General Account and allocations
to the Fixed Account. The Certificate Owner selects how the Accumulation Value
is allocated. The maximum number of Divisions and Fixed Allocations to which the
Accumulation Value may be allocated at any one time is shown in each Certificate

ACCUMULATION VALUE IN EACH DIVISION AND FIXED ALLOCATION

On the Certificate Date

On the Certificate Date, the Accumulation Value is allocated to each Division
and Fixed Allocation as shown in each Certificate. We reserve the right to
allocate premium to the Specially Designated Division during any Right to
Examine period. After such time, allocation will be made proportionately in
accordance with the initial allocation(s) as elected by the Certificate Owner.

On each Valuation Date

At the end of each subsequent Valuation Period, the amount of Accumulation Value
in each Division and Fixed Allocation will be calculated as follows:

     (1) We take the Accumulation Value in the Division or Fixed Allocation at
         the end of the preceding Valuation Period.

     (2) We multiply (1) by the Variable Separate Account Division's Net Rate of
         Return for the current Valuation Period or we calculate the interest to
         be credited to a Fixed Allocation or to a Guaranteed Interest Division
         for the current Valuation Period.

     (3) We add (1) and (2).

     (4) We add to (3) any additional Premium Payments (less any premium
         deductions as shown in each Certificate) allocated to the Division or
         Fixed Allocation during the current Valuation Period.

     (5) We add or subtract allocations to or from that Division or Fixed
         Allocation during the current Valuation Period.

     (6) We subtract from (5) any Partial Withdrawals which are allocated to the
         Division or Fixed Allocation during the current Valuation Period.

     (7) We subtract from (6) the amounts allocated to that Division or Fixed
         Allocation for: (a) any charges due for the Optional Benefit Riders as
         shown in each Certificate; (b) any deductions from Accumulation Value
         as shown in each Certificate.

All amounts in (7) are allocated to each Division or Fixed Allocation as shown
in each Certificate.

GA-MA-1102                             14

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               HOW WE MEASURE THE ACCUMULATION VALUE (continued)
--------------------------------------------------------------------------------

FIXED ACCOUNT

     The Fixed Account is a Separate Account under state law and is not required
     to be registered with the Securities and Exchange Commission under the
     Investment Company Act of 1940. The Fixed Account includes various Fixed
     Allocations which we credit with fixed rates of interest for the Guarantee
     Period (or Periods) the Certificate Owner selects. We reset the interest
     rates for new Fixed Allocations periodically, based on our sole discretion.

     Guarantee Periods

     Each Fixed Allocation is guaranteed an interest rate or rates for a period,
     a Guarantee Period. The Guaranteed Interest Rates for a fixed allocation
     are effective for the entire period. The Maturity Date of a Guarantee
     Period will be the last day of a calendar month in which the Guarantee
     Period ends. Withdrawals and transfers made during a Guarantee Period may
     be subject to a Market Value Adjustment unless made thirty days or less
     prior to the Maturity Date.

     Upon the expiry of a Guarantee Period, we will transfer the Accumulation
     Value of the expiring Fixed Allocation to a Fixed Allocation with a
     Guarantee Period equal in length to the expiring Guarantee Period, unless
     the Certificate Owner selects another period prior to a Maturity Date. We
     will notify the Certificate Owner at least thirty days prior to a Maturity
     Date of options for renewal. If the period remaining from the expiry of the
     previous guarantee period to the annuity commencement date is less than the
     period elected or the period expiring, the next shortest period then
     available that will not extend beyond the Annuity Commencement Date will be
     offered. If a period is not available, the Accumulation Value will be
     transferred to the Specially Designated Division.

     We will declare guaranteed interest rates for the then available Fixed
     Allocation Guarantee Periods. These interest rates are based solely on our
     expectation as to our future earnings. Declared guaranteed interest rates
     are subject to change at any time prior to application to specific fixed
     allocations, although in no event will the rates be less than the Minimum
     Guaranteed Interest Rate shown in the Certificate.

     Market Value Adjustments

     A Market Value Adjustment will be applied to a Fixed Allocation upon
     withdrawal, transfer or application to an Income Plan if made more than
     thirty days prior to such Fixed Allocation's Maturity Date, except on
     Systematic Partial Withdrawals and IRA Partial Withdrawals. The Market
     Value Adjustment is applied to each Fixed Allocation separately.

     The Market Value Adjustment is determined by multiplying the amount of
     Accumulation Value withdrawn, transferred or applied to an Income Plan by
     the following factor:

                      (     1 + I     )N/365
                      (---------------)        - 1
                      ( 1 + J + .0050 )

     Where I is the Index Rate for a Fixed Allocation on the first day of the
     applicable Guarantee Period; J is the Index Rate for new Fixed Allocations
     with Guarantee Periods equal to the number of years (fractional years
     rounded up to the next full year) remaining in the Guarantee Period at the
     time of calculation; and N is the remaining number of days in the Guarantee
     Period at the time of calculation. (The Index Rate is described in each
     Certificate.)

     Market Value Adjustments will be applied as follows:

         (1)  The Market Value Adjustment will be applied to the amount
              withdrawn before deduction of any applicable Surrender Charge.

         (2)  For a partial withdrawal, partial transfer or in the case where a
              portion of a Fixed Allocation is applied to an Income Plan, the
              Market Value Adjustment will be calculated on the total amount
              that must be withdrawn, transferred or applied to an Income Plan
              in order to provide the amount requested.

GA-MA-1102                             15

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               HOW WE MEASURE THE ACCUMULATION VALUE (continued)
--------------------------------------------------------------------------------

         (3)  If the Market Value Adjustment is negative, it will be assessed
              first against any remaining Accumulation Value in a particular
              Fixed Allocation. Any remaining Market Value Adjustment will be
              applied against the amount withdrawn, transferred or applied to an
              Income Plan

         (4)  If the Market Value Adjustment is positive, it will be credited to
              any remaining Accumulation Value in the particular Fixed
              Allocation. If a cash surrender, full transfer or full application
              to an Income Plan has been requested, the Market Value Adjustment
              is added to the amount withdrawn, transferred or applied to an
              Income Plan.

MEASUREMENT OF INVESTMENT EXPERIENCE

Index of Investment Experience

The Investment Experience of a Variable Separate Account Division is determined
on each Valuation Date. We use an Index to measure changes in each Division's
experience during a Valuation Period. We set the Index at $10 when the first
investments in a Division are made. The Index for a current Valuation Period
equals the Index for the preceding Valuation Period multiplied by the Experience
Factor for the current Valuation Period.

How We Determine the Experience Factor (Net Return Factor)

For Divisions of a unit investment trust Separate Account, the Experience Factor
reflects the Investment Experience of the portfolio in which the Division
invests as well as the charges assessed against the Division for a Valuation
Period. The factor is calculated as follows:

          (1)  We take the net asset value of the portfolio in which the
               Division invests at the end of the current Valuation Period.

          (2)  We add to (1) the amount of any dividend or capital gains
               distribution declared for the investment portfolio and reinvested
               in such portfolio during the current Valuation Period. We
               subtract from that amount a charge for our taxes, if any.

          (3)  We divide (2) by the net asset value of the portfolio at the end
               of the preceding Valuation Period.

          (4)  We subtract the daily Mortality and Expense Risk Charge for each
               Division shown in each Certificate for each day in the Valuation
               Period.

          (5)  We subtract the daily Asset Based Administrative Charge shown in
               each Certificate for each day in the Valuation Period.

Calculations for Divisions investing in unit investment trusts are on a per unit
basis.

Net Rate of Return for a Variable Separate Account Division (Net Return Rate)
The Net Rate of Return for a Variable Separate Account Division during a
Valuation Period is the Experience Factor for that Valuation Period minus one.

Interest Credited to a Guaranteed Interest Division

Accumulation Value allocated to a Guaranteed Interest Division will be credited
with the Guaranteed Interest Rate for the Guarantee Period in effect on the date
the premium or reallocation is applied. Once applied, such rate will be
guaranteed until the Maturity Date of that Guarantee Period. Interest will be
credited daily at a rate to yield the declared annual Guaranteed Interest Rate.
No Guaranteed Interest Rate will be less than the Minimum Interest Rate shown in
the Schedule.

Interest Credited to a Fixed Allocation

A Fixed Allocation will be credited with the Guaranteed Interest Rate for the
Guarantee Period in effect on the date the premium or reallocation is applied.
Once applied, such rate will be guaranteed until that Fixed Allocation's
Maturity Date. Interest will be credited daily at a rate to yield the declared
annual Guaranteed Interest Rate.

We periodically declare Guaranteed Interest Rates for then available Guarantee
Periods. No Guaranteed Interest Rate will be less than the Minimum Interest Rate
shown in the Schedule

GA-MA-1102                             16

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               HOW WE MEASURE THE ACCUMULATION VALUE (continued)
--------------------------------------------------------------------------------

CHARGES DEDUCTED FROM ACCUMULATION VALUE FOR EACH PROCESSING PERIOD

All charges and fees are shown in each Certificate.

Charge Deduction Division Option

We will deduct all charges against the accumulation value of a Certificate from
the Charge Deduction Division if the Certificate Owner elected this option. If
this option was not elected or if the charges are greater than the amount in the
Charge Deduction Division, the charges against the Accumulation Value will be
deducted as follows:

    (1) If these charges are less than the accumulation value in the Variable
        Separate Account Divisions, they will be deducted proportionately from
        all Divisions.

    (2) If these charges exceed the Accumulation Value in the Variable Separate
        Account Divisions, any excess over such value will be deducted
        proportionately from any Fixed Account and Guaranteed Interest
        Divisions.

Any charges deducted from the Fixed Account or the General Account will be taken
from the Fixed Allocations or the Guaranteed Interest Divisions, starting with
the Guarantee Period nearest its Maturity Date until such charges have been
paid.

The Certificate Owner may at any time while the Certificate is in effect change
the election of this option. To do so, the Certificate Owner must send a written
request to our Customer Service Center. Any change will take effect within seven
days of the date we receive the request.

GA-MA-1102                             17

<PAGE>

                        THE CERTIFICATE OWNER'S BENEFITS
--------------------------------------------------------------------------------

While a Certificate is in effect, there are important rights and benefits that
are available. We discuss these rights and benefits in this section.

CASH VALUE BENEFIT

Cash Surrender Value

The Cash Surrender Value, while the Annuitant is living and before the Annuity
Commencement Date, is determined as follows:

     (1)  We take the Certificate's Accumulation Value;

     (2)  We adjust for any applicable Market Value Adjustment;

     (3)  We deduct any Surrender Charges;

     (4)  We deduct any charges shown as shown in each Certificate that have
          been incurred but not yet deducted, including:

          (a)  any administrative charge that has not yet been deducted;

          (b)  the pro rata part of any charges for Optional Benefit Riders; and

          (c)  any applicable premium or other tax.

Cancelling to Receive the Cash Surrender Value

     The Certificate Owner may, at any time on or before the annuity
     commencement date and while the Annuitant is living, surrender a
     Certificate to us. To do this, the Certificate Owner must return the
     Certificate with a signed request for cancellation to our Customer Service
     Center.

The cash surrender value will vary daily. We will determine the cash surrender
value as of the date we receive the Certificate and the signed request in our
Customer Service Center. All benefits under the Certificate will then end.

We will usually pay the Cash Surrender Value within seven days; but, we may
delay payment as described in the Payments We May Defer provision.

PARTIAL WITHDRAWAL OPTION

After the certificate Date, the Certificate Owner may make partial withdrawals.
Partial Withdrawals may be subject to a Surrender Charge. The minimum amount
that may be withdrawn is shown in each Certificate. The maximum amount that may
be withdrawn is shown in each Certificate. To take a partial withdrawal,
satisfactory notice must be sent to our Customer Service Center.

PROCEEDS PAYABLE TO THE BENEFICIARY

Prior to the Annuity Commencement Date

If the sole Certificate Owner dies prior to the Annuity Commencement Date, we
will pay the Beneficiary the Death Benefit based on the Benefit Option Package
elected and in effect on the date of death. If there are joint Certificate
Owners and any Certificate Owner dies, we will pay the surviving Owner(s) the
Death Benefit. We will pay the amount on receipt of due proof of the Owner's
death at our Customer Service Center. Such amount may be received in a single
lump sum or applied to any of the Annuity Options (see Choosing an Income Plan).
When the Owner (or all Owners where there are joint Owners) is not an
individual, the Death Benefit will become payable on the death of the Annuitant
prior to the Annuity Commencement Date (unless a Contingent Annuitant survived
the Annuitant). Only one Death Benefit is payable under each Certificate. In all
events, distributions under a Certificate must be made as required by applicable
law.

How to Claim Payments to Beneficiary

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

GA-MA-1102                             18

<PAGE>

                             BENEFIT OPTION PACKAGES
--------------------------------------------------------------------------------

The Contract offers three Benefit Option Packages. The Option Package elected is
shown in each Certificate.

ELECTION OF BENEFIT OPTION PACKAGES

On any Certificate Anniversary prior to and including the date the Certificate
Owner reaches Attained Age 80, the Certificate Owner may elect to replace the
Benefit Option Package in effect with one of the other Benefit Option Packages
provided there are no Joint Certificate Owners and the Certificate Owner and the
Annuitant meet the eligibility criteria stated below. Such election must be
received by us in writing at our Customer Service Center on or during the sixty
day period immediately preceding the Certificate Anniversary.

The effective date of the newly elected Benefit Option Package will be the
Certificate Anniversary at the end of the sixty day election period. We will
issue another Certificate Schedule reflecting the new Benefit Option Package
Chosen. This new Schedule will reflect the new Schedule Date and the revised
Charges, if any, for the Benefit Option Package elected.

SPECIAL FUNDS

The allocation of Accumulation Value to the Fixed Account, the Guaranteed
Interest Divisions and Divisions of the Separate Account may be subject to
specific limitations or rules when calculating the Death Benefits provided in
each of the Benefit Option Packages described below. Collectively, such
allocations are called Special Funds. Special Funds, if any, are shown in each
Certificate Schedule.

We may add newly available Divisions as Special Funds. We may also reclassify an
existing Division as a Special Fund or remove such designation upon 30 days
notice to the Certificate Owner. Such reclassifications will apply to amounts
transferred or otherwise allocated to such Division after the date of date of
the change. We may reduce any applicable Mortality and Expense Risk Charge for
that portion of the Certificate allocated to a Special Fund.

DESCRIPTION OF BENEFIT OPTION PACKAGE I

Benefit Option Package I is not available if, at the time of election, the
Certificate's Accumulation Value is less than $25,000 ($1,500 for Qualified
Plans).

Death Benefit

The Death Benefit is the greatest of (i), (ii) and (iii) below, where:

     (i)  is the Accumulation Value;

     (ii) is the Guaranteed Death Benefit;

     (iii) is the Cash Surrender Value.

Guaranteed Death Benefit

The Guaranteed Death Benefit for a Certificate is equal to the sum of I and II
below.

     I.   The Guaranteed Death Benefit Base for non-Special Funds

     II.  The Accumulation Value allocated to Special Funds

On the Certificate Date, the Guaranteed Death Benefit Base for non-Special Funds
is the initial premium allocated to non-Special Funds. On subsequent Valuation
Dates, the Guaranteed Death Benefit Base for non-Special Funds is calculated as
follows:

     (1)  Start with the Guaranteed Death Benefit Base for non-Special Funds
          from the prior Valuation Date.

     (2)  Add any additional premiums paid and allocated to non-Special Funds
          during the current Valuation Period to (1).

GA-MA-1102                             19

<PAGE>

                     BENEFIT OPTION PACKAGES (continued)
--------------------------------------------------------------------------------

     (3)  Adjust (2) for any transfers to or from Special Funds during the
          current Valuation Period.

     (4)  Subtract from (3) any Prorata Partial Withdrawal Adjustments for any
          Partial Withdrawal made from non-Special Funds during the current
          Valuation Period.

The Guaranteed Death Benefit Base for Special Funds has a corresponding
definition, but with respect to amounts allocated to Special Funds.

Transfers from Special Funds to non-Special Funds will reduce the Guaranteed
Death Benefit Base for Special Funds on a prorata basis. The resulting increase
in the Guaranteed Death Benefit Base for non-Special Funds will equal the lesser
of the reduction in the Guaranteed Death Benefit Base for Special Funds and the
net Accumulation Value transferred.

Transfers from non-Special Funds to Special Funds will reduce the Guaranteed
Death Benefit Base for non-Special Funds on a prorata basis. The resulting
increase in the Guaranteed Death Benefit Base for Special Funds will equal the
reduction in Guaranteed Death Benefit Base for non-Special Funds.

Prorata Partial Withdrawal Adjustments

For any partial withdrawal, the Death Benefit components will be reduced by
Prorata Partial Withdrawal Adjustments. The Prorata Partial Withdrawal
Adjustment to a Death Benefit component for a partial withdrawal is equal to (1)
divided by (2) multiplied by (3), where: (1) is the Accumulation Value
withdrawn; (2) is the Accumulation Value immediately prior to withdrawal; and
(3) is the amount of the applicable Death Benefit component immediately prior to
the withdrawal. Separate adjustments will apply to amounts in the Special and
non-Special Funds.

Change of Owner

A change of Owner will result in recalculation of the Death Benefit and the
Guaranteed Death Benefit. If the new Owner's Attained Age at the time of the
change is less than 86, the Guaranteed Death Benefit in effect prior to the
change will remain in effect and the Death Benefit provision shall apply. If the
new Owner's Attained Age is 86 or greater at the time of the change, the
Guaranteed Death Benefit will be zero, and the Death Benefit will then be the
Cash Surrender Value.

Spousal Continuation upon Death of Owner

If at the Owner's death, the surviving spouse of the deceased Owner is the
Beneficiary and such surviving spouse elects to continue the Certificate as
their own pursuant to Internal Revenue Code Section 72(s) or the equivalent
provisions of U.S. Treasury Department rules for qualified plans, the following
will apply:

     (a)  If the Guaranteed Death Benefit as of the date we receive due proof of
          death of the Owner, minus the Accumulation Value, also as of that
          date, is greater than zero, we will add such difference to the
          Accumulation Value. Such addition will be allocated to the Divisions
          of the Separate Account then available in the same proportion as the
          Accumulation Value in each available Division bears to the
          Accumulation Value in all such Divisions. If there is no Accumulation
          Value in any Division then available, the addition will be allocated
          to the Liquid Asset Division, or its successor.

     (b)  The Guaranteed Death Benefit will continue to apply, with all age
          criteria using the surviving spouse's age as the determining age.

     (c)  At subsequent surrender, any Surrender Charge applicable to premiums
          paid prior to the date we receive due proof of death of the Owner will
          be waived. Any premiums paid later will be subject to any applicable
          Surrender Charge.

This addition to Accumulation Value is available only to the spouse of the Owner
as of the date of death of the Owner if such spouse under the provisions of the
Certificate elects to continue the Certificate as their own.

GA-MA-1102                             20

<PAGE>

                     BENEFIT OPTION PACKAGES (continued)
--------------------------------------------------------------------------------

DESCRIPTION OF BENEFIT OPTION PACKAGE II

Benefit Option Package II is not available if there are Joint Certificate Owners
or if, at the time of election, the Certificate's Accumulation Value is less
than $25,000 ($1,500 for Qualified Plans).

Death Benefit

The Death Benefit is the greatest of (i), (ii), (iii) and (iv) below, where:

     (i)  is the Accumulation Value;

     (ii) is the Guaranteed Death Benefit;

     (iii) is the Cash Surrender Value; and

     (iv) is the Minimum Death Benefit.

Minimum Death Benefit

The Minimum Death Benefit shall be the sum of the following:

     1.   The Accumulation Value allocated to Special Funds; and

     2.   Adjusted Premium for non-Special Funds.

Adjusted Premium for non-Special Funds shall mean all premium allocated to
non-Special Funds, plus an adjustment for any amounts transferred to non-Special
Funds, less a prorata adjustment for any amounts transferred or withdrawn from
non-Special Funds. The amount of the prorata adjustment will equal (a) times (b)
divided by (c), where (a) is the Adjusted Premium for non-Special Funds prior to
the transfer or withdrawal; (b) is the Accumulation Value of the transfer or
withdrawal; and (c) is the Accumulation Value allocated to non-Special Funds
before the transfer or withdrawal. Adjusted Premium for Special Funds has the
same definition, but with respect to amounts allocated to Special Funds.

Transfers from Special Funds increase the Adjusted Premium for non-Special Funds
by the lesser of the reduction of the Adjusted Premium for Special Funds and net
Accumulation Value transferred. Transfers from non-Special Funds increase the
Adjusted Premium for Special Funds by the reduction in the Adjusted Premium for
non-Special Funds.

Guaranteed Death Benefit

The Guaranteed Death Benefit for a Certificate is equal to the sum of I and II
below.

     I.   The Guaranteed Death Benefit Base for non-Special Funds

     II.  The Accumulation Value allocated to Special Funds

On the Certificate Date, the Guaranteed Death Benefit Base for non-Special Funds
is the initial premium allocated to non-Special Funds. On subsequent Valuation
Dates, the Guaranteed Death Benefit Base for non-Special Funds is calculated as
follows:

     (1)  Start with the Guaranteed Death Benefit Base for non-Special Funds on
          the prior Valuation Date.

     (2)  Add to (1) any additional premium allocated to the non-Special Funds
          during the current Valuation Period and adjustments for transfers from
          Special Funds during the current Valuation Period and subtract from
          (1) any adjustment for transfers to Special Funds during the current
          Valuation Period and any Prorata Partial Withdrawal Adjustments for
          any Partial Withdrawals taken from non-Special Funds during the
          current Valuation Period.

     (3)  On a Valuation Date that occurs on or prior to the Owner's Attained
          Age 90, which is also a Certificate Anniversary, we set the Guaranteed
          Death Benefit Base for non-Special Funds equal to the greater of (2)
          or the Accumulation Value allocated to non-Special Funds. On all other
          Valuation Dates, the Guaranteed Death Benefit Base for non-Special
          Funds is equal to (2).

The Guaranteed Death Benefit Base for Special Funds has a corresponding
definition, but with respect to amounts allocated to Special Funds.

GA-MA-1102                             21

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                     BENEFIT OPTION PACKAGES (continued)
--------------------------------------------------------------------------------

Transfers from Special Funds to non-Special Funds will reduce the Guaranteed
Death Benefit Base for Special Funds on a prorata basis. The resulting increase
in the Guaranteed Death Benefit Base for non-Special Funds will equal the lesser
of the reduction in the Guaranteed Death Benefit Base for Special Funds and the
net Accumulation Value transferred.

Transfers from non-Special Funds to Special Funds will reduce the Guaranteed
Death Benefit Base for non-Special Funds on a prorata basis. The resulting
increase in the Guaranteed Death Benefit Base for Special Funds will equal the
reduction in Guaranteed Death Benefit Base for non-Special Funds.

Prorata Partial Withdrawal Adjustments

For any partial withdrawal, the Death Benefit components will be reduced by
Prorata Partial Withdrawal Adjustments. The Prorata Partial Withdrawal
Adjustment to a Death Benefit component for a partial withdrawal is equal to (1)
divided by (2) multiplied by (3), where: (1) is the Accumulation Value
withdrawn; (2) is the Accumulation Value immediately prior to withdrawal; and
(3) is the amount of the applicable Death Benefit component immediately prior to
the withdrawal. Separate adjustments will apply to amounts in the Special and
non-Special Funds.

Change of Owner

If there is a change in ownership and the new Owner's Attained Age at the time
of the change is less than 81, the Guaranteed Death Benefit in effect prior to
the change will remain in effect and the provisions for Benefit Option Package
II will continue to apply. If the new Owner's Attained Age at the time of the
change is 81 or greater, or if Joint Owners are named, the provisions of Benefit
Option Package I will apply and we will issue a new Schedule reflecting the
Schedule Date and the revised charges, if any, applicable to Benefit Option
Package I.

Spousal Continuation upon Death of Owner

If at the Owner's death, the surviving spouse of the deceased Owner is the
Beneficiary and such surviving spouse elects to continue the Certificate as
their own pursuant to Internal Revenue Code Section 72(s) or the equivalent
provisions of U.S. Treasury Department rules for qualified plans, the following
will apply:

     (a)  If the greater of (ii) and (iv) in the Death Benefit provision as of
          the date we receive due proof of death of the Owner, minus the
          Accumulation Value, also as of that date, is greater than zero, we
          will add such difference to the Accumulation Value. Such addition will
          be allocated to the Divisions of the Separate Account than available
          in the same proportion as the Accumulation Value in each available
          Division bears to the Accumulation Value in all such Divisions. If
          there is no Accumulation Value in any Division then available, the
          addition will be allocated to the Liquid Asset Division, or its
          successor.

     (b)  The Guaranteed Death Benefit and the Minimum Death Benefit will
          continue to apply, using the surviving spouse's age as the determining
          age.

     (c)  At subsequent surrender, any Surrender Charge applicable to premiums
          paid prior to the date we receive due proof of death of the Owner will
          be waived. Any premiums paid later will be subject to any applicable
          Surrender Charge.

This addition to Accumulation Value is available only to the spouse of the Owner
as of the date of death of the Owner if such spouse under the provisions of the
Certificate elects to continue the Certificate as their own.

GA-MA-1102                             22

<PAGE>

                     BENEFIT OPTION PACKAGES (continued)
--------------------------------------------------------------------------------

DESCRIPTION OF BENEFIT OPTION PACKAGE III

Benefit Option Package III is not available if there are Joint Certificate
Owners or if, at the time of election, the Certificate's Accumulation Value is
less than $25,000 ($1,500 for Qualified Plans)..

Death Benefit

The Death Benefit is the greatest of (i), (ii), (iii), (iv) and (v) below,
where:

     (i)  is the Accumulation Value;

     (ii) is the lesser of (a) and (b) where (a) is the Guaranteed Death
          Benefit, and (b) is the Maximum Guaranteed Death Benefit;

     (iii) is the Cash Surrender Value;

     (iv) is the Minimum Death Benefit; and

     (v)  the Alternate Guaranteed Death Benefit.

Minimum Death Benefit

The Minimum Death Benefit shall be the sum of the following:

     1.   The Accumulation Value allocated to Special Funds; and

     2.   Adjusted Premium for non-Special Funds.

Adjusted Premium for non-Special Funds shall mean all premium allocated to
non-Special Funds, plus an adjustment for any amounts transferred to non-Special
Funds, less a prorata adjustment for any amounts transferred or withdrawn from
non-Special Funds. The amount of the prorata adjustment will equal (a) times (b)
divided by (c), where: (a) is the Adjusted Premium for non-Special Funds prior
to the transfer or withdrawal; (b) is the Accumulation Value of the transfer or
withdrawal; and (c) is the Accumulation Value allocated to non-Special Funds
before the transfer or withdrawal. Adjusted Premium for Special Funds has the
same definition, but with respect to amounts allocated to Special Funds.

Transfers from Special Funds increase the Adjusted Premium for non-Special Funds
by the lesser of the reduction of the Adjusted Premium for Special Funds and net
Accumulation Value transferred. Transfers from non-Special Funds increase the
Adjusted Premium for Special Funds by the reduction in the Adjusted Premium for
non-Special Funds.

Guaranteed Death Benefit

The Guaranteed Death Benefit for the Certificate is equal to the sum of I and II
below.

     I.   The Guaranteed Death Benefit Base for non-Special Funds

     II.  The Accumulation Value allocated to Special Funds

On the Certificate Date, the Guaranteed Death Benefit Base for non-Special Funds
is the initial premium allocated to non-Special Funds. On subsequent Valuation
Dates, the Guaranteed Death Benefit Base for non-Special Funds is calculated as
follows:

     (1)  Start with the Guaranteed Death Benefit Base for non-Special Funds on
          the prior Valuation Date.

     (2)  On the Valuation Date on or first following a Certificate Anniversary
          only, calculate annual interest on the Guaranteed Death Benefit Base,
          adjusted for withdrawals and transfers to or from Special Funds, as of
          that Anniversary.

     (3)  Add (1) and (2).

     (4)  Add to (3) any additional premiums allocated to non-Special Funds
          during the current Valuation Period.

     (5)  Add to (or subtract from) (4) adjustments for transfers from (to)
          Special Funds made during the Valuation Period.

     (6)  Subtract from (5) the amount of any Prorata Partial Withdrawal
          Adjustments for any partial withdrawals made from non-Special Funds
          during the current Valuation Period.

GA-MA-1102                             23

<PAGE>

                     BENEFIT OPTION PACKAGES (continued)
--------------------------------------------------------------------------------

The Guaranteed Death Benefit Base for Special Funds has a corresponding
definition, but with respect to amounts allocated to Special Funds.

Transfers from Special Funds to non-Special Funds will reduce the Guaranteed
Death Benefit Base for Special Funds on a prorata basis. The resulting increase
in the Guaranteed Death Benefit Base for non-Special Funds will equal the lesser
of the reduction in the Guaranteed Death Benefit Base for Special Funds and the
net Accumulation Value transferred.

Transfers from non-Special Funds to Special Funds will reduce the Guaranteed
Death Benefit Base for non-Special Funds on a prorata basis. The resulting
increase in the Guaranteed Death Benefit Base for Special Funds will equal the
reduction in Guaranteed Death Benefit Base for non-Special Funds.

Guaranteed Death Benefit Interest Rate

The Guaranteed Death Benefit Interest Rate is 5%, except for any valuation
period ending after the Certificate Anniversary on which the Owner attains age
90, or after the Maximum Guaranteed Death Benefit has been reached, the
Guaranteed Death Benefit Interest Rate is 0%.

Maximum Guaranteed Death Benefit

The Maximum Guaranteed Death Benefit is equal to three times premium paid,
reduced by the amount of any Partial Withdrawal Adjustments. The Maximum
Guaranteed Death Benefit is allocated proportionally based on the Certificate's
allocation to Special and non-Special funds. Transfers and withdrawals will
affect the allocation of the Maximum Guaranteed Death Benefit at the same
proportion among the Special and non-Special Funds that they bear to the
Accumulation Value transferred or withdrawn. Any addition due to spousal
continuation will not affect the Maximum Guaranteed Death Benefit or the
Guaranteed Death Benefit Base.

Prorata Partial Withdrawal Adjustments

For any partial withdrawal, the Death Benefit components will be reduced by
Prorata Partial Withdrawal Adjustments

The Prorata Partial Withdrawal Adjustment to a Death Benefit component is equal
to (1) divided by (2), multiplied by (3), where: (1) is the Accumulation Value
withdrawn; (2) is the Accumulation Value immediately prior to withdrawal; and
(3) is the amount of the applicable Death Benefit component immediately prior to
the withdrawal. Separate adjustments will apply to the amounts in the Special
and non-Special Funds.

Alternate Guaranteed Death Benefit

The Alternate Guaranteed Death Benefit for the Certificate is equal to the sum
of I and II below.

     I.   The Alternate Guaranteed Death Benefit Base for non-Special Funds

     II.  The Accumulation Value allocated to Special Funds.

On the Certificate Date, the Alternate Guaranteed Death Benefit Base for
non-Special Funds is the initial premium allocated to non-Special Funds. On
subsequent Valuation Dates, the Alternate Guaranteed Death Benefit Base for
non-Special Funds is calculated as follows:

     (1)  Start with the Alternate Guaranteed Death Benefit Base for non-Special
          Funds from the prior Valuation Date.

     (2)  Add to (1) any additional premium allocated to the non-Special Funds
          during the current Valuation Period and adjustments for transfers from
          Special Funds during the current Valuation Period and subtract from
          (1) any adjustment for transfers to Special Funds during the current
          Valuation Period and any Prorata Partial Withdrawal Adjustments for
          any Partial Withdrawals taken from non-Special Funds during the
          current Valuation Period.

     (3)  On a Valuation Date that occurs on or prior to the Owner's Attained
          Age 90, which is also a Certificate Anniversary, we set the Alternate
          Guaranteed Death Benefit Base for non-Special Funds equal to the
          greater of (2) or the Accumulation Value. On all other Valuation
          Dates, the Alternate Guaranteed Death Benefit Base for non-Special
          Funds is equal to (2).

GA-MA-1102                             24

<PAGE>

                     BENEFIT OPTION PACKAGES (continued)
--------------------------------------------------------------------------------

The Alternate Guaranteed Death Benefit Base for Special Funds has a
corresponding definition, but with respect to amounts allocated to Special
Funds.

Transfers from Special Funds to non-Special Funds will reduce the Alternate
Guaranteed Death Benefit Base for Special Funds on a prorata basis. The
resulting increase in the Alternate Guaranteed Death Benefit Base for
non-Special Funds will equal the lesser of the reduction in the Alternate
Guaranteed Death Benefit Base for Special Funds and the net Accumulation Value
transferred.

Transfers from non-Special Funds to Special Funds will reduce the Alternate
Guaranteed Death Benefit Base for non-Special Funds on a prorata basis. The
resulting increase in the Alternate Guaranteed Death Benefit Base for Special
Funds will equal the reduction in Alternate Guaranteed Death Benefit Base for
non-Special Funds.

Change of Owner

If there is a change in ownership and the new Owner's Attained Age at the time
of the change is less than 81, the Guaranteed Death Benefit, the Alternate
Guaranteed Death Benefit and the Maximum Guaranteed Death Benefit in effect
prior to the change will remain in effect and the provisions for Benefit Option
Package III will continue to apply. If the new Owner's Attained Age at the time
of the change is 81 or greater, or if Joint Owners are named, the provisions of
Benefit Option Package I will apply and we will issue a new Schedule reflecting
the Schedule Date and the revised charges, if any, applicable to Benefit Option
Package I.

Spousal Continuation upon Death of Owner

If at the Owner's death, the surviving spouse of the deceased Owner is the
Beneficiary and such surviving spouse elects to continue the Certificate as
their own pursuant to Internal Revenue Code Section 72(s) or the equivalent
provisions of U.S. Treasury Department rules for qualified plans, the following
will apply:

     (a)  If the greater of (ii), (iv) and (v) in the Death Benefit provision as
          of the date we receive due proof of death of the Owner, minus the
          Accumulation Value, also as of that date, is greater than zero, we
          will add such difference to the Accumulation Value. Such addition will
          be allocated to the Divisions of the Separate Account then available
          in the same proportion as the Accumulation Value in each available
          Division bears to the Accumulation Value in all such Divisions. If
          there is no Accumulation Value in the Separate Account, the addition
          will be allocated to the Liquid Asset Division, or its successor.

     (b)  The Guaranteed Death Benefit, the Alternate Guaranteed Death Benefit,
          the Minimum Death Benefit, and the Maximum Guaranteed Death Benefit
          will continue to apply, with all age criteria using the surviving
          spouse's age as the determining age.

     (c)  At subsequent surrender, any Surrender Charge applicable to premiums
          paid prior to the date we receive due proof of death of the Owner will
          be waived. Any premiums paid later will be subject to any applicable
          Surrender Charge.

This addition to Accumulation Value is available only to the spouse of the Owner
as of the date of death of the Owner if such spouse under the provisions of the
Certificate elects to continue the Certificate as their own.

GA-MA-1102                             25

<PAGE>

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

ANNUITY BENEFITS

If the annuitant and certificate Owner are living on the annuity commencement
date, we will begin making payments to the certificate Owner. We will make these
payments under the annuity option (or options) as chosen initially or as
subsequently selected.

Any portion of the Accumulation Value (minus any applicable premium tax) may be
applied to any Annuity Option by making a written request at least 30 days prior
to the Annuity Commencement Date. When the Annuity Option is elected, such
election must indicate if payments are to be made as a Fixed Annuity, a Variable
Annuity or some combination of Fixed and Variable Annuity. If Variable Annuity
payments are elected, the Assumed Interest Rate (AIR) must also be selected, and
the election must specify the portion of the Accumulation Value (less any
applicable premium tax) to be allocated to the available Divisions. If no
Annuity Option has been elected by the Required Annuity Commencement Date shown
in the Certificate, payments will be made as a Fixed Annuity under Option 2 on a
10-year period certain basis. The amount of the payments will be determined by
applying the Accumulation Value on the Annuity Commencement Date in accordance
with the Annuity Options section below (see Payments We May Defer). After
payments begin, only those payable as Variable Annuity Payments under Option 1
may be commuted to a lump sum.

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

Fixed Annuity Payments

If Fixed Annuity payments are chosen, the payment rate for the option chosen,
shown in the tables in the Schedule, reflects the minimum guaranteed interest
rate. Interest rates actually paid may be higher.

Variable Annuity Payments

If Variable Annuity payments are chosen, the initial payment for the option
chosen, shown in each Certificate, reflects the Assumed Interest Rate selected.
Thereafter, the Divisions must earn this rate plus enough to cover any
deductions stated in each Certificate if future Annuity Payments are to remain
level. If earnings exceed this amount, Annuity Payments will increase; if
earnings are less, Annuity Payments will decrease.

Annuity Units

The Number of Annuity Units is based on the amount of the first Variable Annuity
Payment which is equal to:

     (1)  The portion of the Accumulation Value applied to pay a Variable
          Annuity Payment (minus any applicable premium tax); divided by

     (2)  1,000; multiplied by

     (3)  The payment rate in the tables shown in each Certificate for the
          option chosen.

Such amount, or portion, of the Variable Annuity Payment will be divided by the
appropriate Annuity Unit Value on the tenth Valuation Date before the due date
of the first payment to determine the number of Annuity Units. Thereafter, the
number of Annuity Units remains unchanged. Each future payment is equal to the
sum of the products of each Annuity Unit Value multiplied by the appropriate
number of Annuity Units. The Annuity Unit Value on the tenth Valuation Date
prior to the due date of the payment is used.

Annuity Unit Value

On any Valuation Date, an Annuity Unit Value is equal to:

     (1)  The Annuity Unit Value on the on the previous Valuation Day;
          multiplied by

     (2)  The Annuity Net Return Factor(s) for the Valuation Date; multiplied by

     (3)  A Factor to reflect the AIR.

The Annuity Unit Value and Annuity Payment amount may go up or down due to
investment gain or loss.

GA-MA-1102                             26

<PAGE>

                       CHOOSING AN INCOME PLAN (continued)
--------------------------------------------------------------------------------

Net Return Factor

The Net Return Factor(s) is(are) used to compute all Variable Annuity Payments
for any Division in the Variable Separate Account. The Net Return Factor for
each Division is equal to 1.0000 plus the Net Rate of Return.

The Net Rate of Return is equal to:

     (1)  The value of the shares of the Division at the end of a Valuation
          Date; minus

     (2)  The value of shares of the Division at the start of the Valuation
          Date; plus or minus

     (3)  Taxes (or reserves for taxes) on the Separate Account (if any);
          divided by

     (4)  The value of shares of the Division at the start of the Valuation
          Date; minus

     (5)  The daily Asset Based Administrative Charges and Mortality and Expense
          Risk Charges described in each

         Certificate for each day in the Valuation Period.

A Net Return Rate may be more or less than 0%.

The value of a share in a Division is equal to the net assets of the Division
divided by the number of shares outstanding.

Annuity Payments shall not be changed due to mortality or expense results.

ALLOCATION CHANGES

The Certificate Owner has the right to request allocation changes among
Divisions of the Variable Separate Account to any other Division then available.
After the Annuity Commencement Date, allocation changes in excess of four in any
Certificate Year are subject to the Excess Allocation Charge as stated in each
Certificate. After Annuity Payments begin, allocation changes are not allowed
between values providing Fixed Annuity Payments and Variable Annuity Payments.

ANNUITY COMMENCEMENT DATE SELECTION

The Certificate Owner selects the Annuity Commencement Date. Any date may be
selected following the fifth Certificate Anniversary but before the required
date of Annuity Commencement as shown in each Certificate. On the Annuity
Commencement Date, the age of the Annuitant plus the number of years payments
are guaranteed must not exceed 100. If a date is not selected, the Annuity
Commencement Date will be in the month following the required date of Annuity
Commencement.

FREQUENCY SELECTION

The Certificate Owner may choose the frequency of the Annuity Payments. They may
be monthly, quarterly, semi-annually or annually. If we do not receive written
notice from the Certificate Owner, the payments will be made monthly.

THE INCOME PLAN

While a Certificate is in effect and before the annuity commencement date, the
Certificate Owner may choose one or more annuity options to which death benefit
proceeds may be applied. If, at the time of the certificate Owner's death, no
option has been chosen for paying death benefit proceeds, the beneficiary may
choose an option within one year. An annuity option on surrender of the
Certificate for its cash surrender value may also be elected. For each option we
will issue a separate written agreement putting the option into effect.

Our approval is needed for any Option where:

     (1)  the person named to receive payment is other than the Certificate
          Owner or Beneficiary; or

     (2)  the person named is not a natural person, such as a corporation; or

     (3)  any income payment would be less than the minimum annuity income
          payment shown in each Certificate.

GA-MA-1102                             27

<PAGE>

                       CHOOSING AN INCOME PLAN (continued)
--------------------------------------------------------------------------------

THE ANNUITY OPTIONS

Option 1.  Income for a Fixed Period

Payment is made in equal installments for a fixed number of years. The number of
years must be at least 5 and not more than 30.

Option 2.  Single Life Income

Payment is made to the person named in equal monthly installments based on one
of the following, as elected by the Certificate Owner:

     (a)  Payments continue as long as the Annuitant is living and cease at the
          Annuitant's death.

     (b)  Payments continue for a period certain and continue thereafter as long
          as the Annuitant us living. The period certain may be between 5 and 30
          years as specified by the Certificate Owner.

     (c)  Payments continue until as long as the Annuitant is living. At the
          Annuitant's death, the difference between the sum of the payments made
          and the Accumulation Value applied to this option is paid to the
          Beneficiary in a lump sum. This "Cash Refund" feature is available
          only if the total amount applied to the Option is taken as a Fixed
          Annuity payment.

Option 3.  Joint Life Income

This Option is available if there are two Annuitants, one of whom is designated
the Primary Annuitant and the other the Secondary Annuitant. Monthly payments
continue as long as at least one of the Annuitants is living based on one of the
following, as elected by the Certificate Owner:

     (a)  75% of the payment to continue as long as either Annuitant is living;

     (b)  66 2/3% of the payment to continue after the first death;

     (c)  50 % of the payment to continue after the first death;

     (d)  100% of the payment continues for a period certain of from 5 to 30
          years and thereafter as long as either Annuitant is living;

     (e)  100% of the payment to continue if the Secondary Annuitant is the
          first to die and 50% of the payment to continue if the Primary
          Annuitant is the first to die;

     (f)  100% of the payment continues as long as either Annuitant is living.
          At the death of both Annuitants, the difference between the sum of the
          payments made and the Accumulation Value applied to this option is
          paid to the Beneficiary in a lump sum. This "Cash Refund" feature is
          available only if the total amount applied to the Option is taken as a
          Fixed Annuity payment.

If Fixed Annuity Payments are chosen under Options 1, 2(a), 2(b), 3(a) or 3(d),
the Certificate Owner may also elect to have payments increase annually at 1%,
2% or 3% compounded annually.

Payment may be made under any other method mutually agreed upon by the
Certificate Owner and us.

PAYMENT WHEN NAMED PERSON DIES

When the person named to receive payment dies, we will pay any amounts still due
as provided by the Option agreement. The amounts still due are determined as
follows:

     (1)  For Option 1 or for any remaining guaranteed payments in Option 2,
          payments will be continued.

     (2)  For Option 3, no amounts are payable after both named persons have
          died.

GA-MA-1102                             28

<PAGE>

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

ENTIRE CONTRACT

This Contract, including any attached Rider, Endorsement, amendment and the
application of the contractholder, constitute the entire Contract between the
contractholder and us. All statements made by the contractholder, any
certificate Owner or any annuitant will be deemed representations and not
warranties. No such statement will be used in any contest unless it is contained
in the application signed by the contractholder or in a written instrument
signed by the certificate Owner

SENDING NOTICE TO US

Whenever written notice is required, it should be sent to our Customer Service
Center.

REPORTS TO CERTIFICATE OWNER

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

We will also send copies of any shareholder reports of the portfolios in which
the Divisions of the Variable Separate Account invest, as well as any other
reports, notices or documents required by law to be furnished to Owners.

ASSIGNMENT

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

CHANGING THIS CONTRACT

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

CONTRACT CHANGES - APPLICABLE TAX LAW

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

MISSTATEMENT OF AGE OR SEX

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

GA-MA-1102                             29

<PAGE>

                     OTHER IMPORTANT INFORMATION (continued)
--------------------------------------------------------------------------------

NON-PARTICIPATING

Neither this Contract nor its Certificates participate in the divisible surplus
of Golden American Life Insurance Company.

PAYMENTS WE MAY DEFER

We may not be able to determine the value of the assets of the Variable Separate
Account Divisions because:

     (1)  The NYSE is closed for trading;

     (2)  the SEC determines that a state of emergency exists;

     (3)  an order or pronouncement of the SEC permits a delay for the
          protection of Owners; or

     (4)  the check used to pay the premium has not cleared through the banking
          system. This may take up to 15 days.

During such times, as to amounts allocated to the Divisions of the Variable
Separate Account, we may delay:

     (1)  determination and payment of the Cash Surrender Value;

     (2)  determination and payment of any Death Benefit if death occurs before
          the Annuity Commencement Date;

     (3)  allocation changes of the Accumulation Value; or

     (4)  application of the Accumulation Value under an income plan.

As to the amounts allocated to a Guaranteed Interest Division in the General
Account and as to amounts allocated to Fixed Allocations of the Fixed Account,
we may, at any time, defer payment of the Cash Surrender Value for up to six
months after we receive a request for it. We will allow interest of at least
3.00% a year or greater if required by state law, on any Cash Surrender Value
payment derived from the Fixed Allocations or Guaranteed Interest Divisions that
we defer 30 days or more.

AUTHORITY TO MAKE AGREEMENTS

All agreements made by us must be signed by one of our officers. No other
person, including an insurance agent or broker, has the authority to:

     (1)  change any of the Contract's terms;

     (2)  extend the time for Premium Payments; or

     (3)  make any agreement binding on us.

REQUIRED NOTE ON OUR COMPUTATIONS

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

FACILITY OF PAYMENT

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

INCONTESTABILITY

The benefits under this Contract will not be contested, except for nonpayment of
premiums, after it has been in effect during the annuitant's lifetime for two
years from the certificate date.

GA-MA-1102                             30

<PAGE>

                     OTHER IMPORTANT INFORMATION (continued)
--------------------------------------------------------------------------------

CERTIFICATES

Certificates will be furnished by us.

CONFORMITY WITH LAW

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

RECORDS

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

CERTIFICATE OWNER'S RIGHT TO EXAMINE THE CERTIFICATE

A Certificate Owner may return a Certificate to us or the agent through whom it
was purchased within 10 days of receipt. If so returned, we will treat the
Certificate as though it were never issued. Upon receipt we will promptly refund
the Accumulation Value plus any charges we have deducted as of the date the
returned Certificate is received by us.

GA-MA-1102                             31

<PAGE>






DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY GROUP MASTER CONTRACT
- NO DIVIDENDS
--------------------------------------------------------------------------------
Variable Cash Surrender Values while the Annuitant and Owner are living and
prior to the Annuity Commencement Date. Death Benefit subject to guaranteed
minimum. Partial Withdrawal Option. Non-participating. Investment results
reflected in values.


GA-MA-1102