John Hancock Life Insurance Company (U.S.A.) Home Office: Bloomfield Hills, MI

Exhibit 24(4)(a)(i)

Xxxx Xxxxxxx Life Insurance Company (U.S.A.)
Home Office: Bloomfield Hills, MI

This is a legal Contract — read it carefully.

This Contract is issued in consideration of the Payments. Xxxx Xxxxxxx Life Insurance Company (U.S.A.), a stock company, agrees to pay the benefits of this Contract in accordance with its terms.

Variable Account Provisions

ANNUITY PAYMENTS AND OTHER VALUES PROVIDED BY THIS CONTRACT WHEN BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT ARE VARIABLE AND NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. DETAILS OF THE VARIABLE ACCOUNT PROVISIONS BEGIN ON PAGE 6.

Right to Review

You may cancel the Contract by returning it to our Annuities Service Center or the registered representative who sold it to you at any time within [10] days after receipt of the Contract. Within 7 days of receipt of the Contract by us, we will pay the Contract Value computed at the end of the Business Day on which the Contract is received by us plus the sum of all fees and charges deducted from the gross Payments to the Owner.

When the Contract is issued as an individual retirement annuity, during the first 7 days of this [10] day period, we will return the greater of (i) Contract Value computed at the end of the Business Day on which the Contract is received by us plus the sum of all fees and charges deducted from the gross Payments or (ii) sum of all Payments less any Withdrawals.

Signed for the Company at its Main Administration Office in Boston, Massachusetts, on the Contract Date.

[Xxxxx X. Xxxxx], President		[Xxxxxxx Xxxxx], Secretary

Flexible Payment Deferred Variable Annuity
Variable Accumulation prior to Annuity Commencement Date
Variable and Fixed Annuity Options
Death Benefit Proceeds Payable prior to Annuity Commencement Date
Withdrawal Charge Waiver Benefit
Non-Participating

Annuities Service Center:
[P.O. Box 9505 Portsmouth, NH 03802-9505] [0-000-000-0000] [xxx.xxxxxxxxxxx.xxx]

Overnight Mailing Address:
[000 Xxxxxxxxx Xxxxx Xxxxxxxxxx, XX 00000-0000]

[Issue State] Insurance Department Telephone Number: [XXX-XX-XXXX]

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Table of Contents

Specifications Pages			S.1
Part 1 - Definitions			1
Part 2 – Parties to the Contract			4
Part 3 - Payments			5
Part 4 – Fees And Deductions			6
Part 5 - Variable Account Provisions			7
Part 6 - Transfers			9
Part 7 – Withdrawal Provisions			10
Part 8 - Death Benefits			11
Part 9 – Contract Maturity			13
Part 10 - Annuity Payments			14
Part 11- Annuity Options			15
Part 12 - General Provisions			15
Part 13 – Contract Termination			16

Introduction

This is a flexible payment deferred variable annuity contract. This Contract provides that, prior to the Annuity Commencement Date, the Contract Value will accumulate on a variable basis. You allocate Payments among one or more Investment Options. The initial Investment Options are identified on the Specifications Pages. The Contract Value will vary with the investment performance of your Investment Account. Subject to the provisions of the Contract, you may take withdrawals and transfer amounts among the Investment Options.

After the Annuity Commencement Date, Annuity Payments may be either fixed or variable, or a combination of fixed and variable. If you select Annuity Payments on a variable basis, the payment amount will vary with the investment performance of the Variable Account.

If the Owner (Annuitant if the Owner is not an individual) dies while this Contract is in effect prior to the Annuity Commencement Date, we will pay a Death Benefit to the Beneficiary upon receipt of all required claim forms and proof of death of the Owner at the Annuities Service Center.

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Part 1		Definitions
We And You		“We”, “us” and “our” means the Company. “You” or “your” means the Owner of this Contract.
Accumulation Unit		A unit of measure that is used to calculate the value of the Variable Account of this Contract before the Annuity Commencement Date.
Annuitant		Any individual person or persons whose life is used to determine the duration of Annuity Payments involving life contingencies. The Annuitant is as designated on the Specifications Pages, unless changed.
Annuities Service Center		Any office designated by us for the receipt of Payments and processing of Owner requests.
Annuity Commencement Date		The date Annuity Payments begin. This date may not be earlier than six months following the Contract Date or later than the Maturity Date.
Annuity Option		The method selected by you for Annuity Payments made by us.
Annuity Payment(s)		Payment(s) by us to you, in accordance with the Annuity Option elected under the terms of this Contract.
Annuity Unit		A unit of measure that is used after the Annuity Commencement Date to calculate Variable Annuity payments.
Beneficiary		The person, persons or entity to whom certain benefits are payable following the death of an Owner, or in certain circumstances, an Annuitant.
Business Day		Any date on which the New York Stock Exchange is open for business and the net asset value of a Portfolio is determined.
Company		The insurance company named on the first page of this Contract (or any successor insurance company named by endorsement to this Contract) that will pay benefits in accordance with this Contract.
Contract Anniversary		The annual anniversary of the Contract beginning twelve months from the Contract Date and each year thereafter.
Contract Date		The date of issue of this Contract as designated on the Specifications Pages.
Contract Value		The total of your Investment Account Values.
Contract Year		The period of time measured twelve consecutive months from the Contract Date or any Contract Anniversary thereafter.
Contingent Beneficiary		The person, persons or entity who becomes the Beneficiary if the Beneficiary is not alive.
Endorsement		An Endorsement modifies the contract to which it is attached. Endorsements must be signed by an officer of the Company in order to be effective.

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Fixed Annuity		An Annuity Option with payments which are predetermined and guaranteed as to dollar amount.
Good Order		The standard we apply when we determine whether an instruction is satisfactory. An instruction will be considered in Good Order if it is received at our Annuities Service Center: (a) in a manner that is satisfactory to us such that it is sufficiently complete and clear that we do not need to exercise any discretion to follow such instruction and complies with all relevant laws and regulations and Company requirements; (b) on specific forms, or by other means we then permit (such as via telephone or electronic submission); and/or (c) with any signatures and dates we may require. We will notify you if an instruction is not in Good Order.
Internal Revenue Code (IRC)		The Internal Revenue Code of 1986, as amended from time to time, and any successor statute of similar purpose.
Investment Account		An account established by us which represents your interest in an Investment Option prior to the Annuity Commencement Date.
Investment Account Value		The value of your investment in an Investment Account.
Investment Options		The Subaccount(s) of the Variable Account. The Investment Options available under this Contract at issue are shown on the Specifications Pages.
Maturity Date		The latest date on which annuity benefits may commence. It is the date listed on the Specifications Pages, unless changed. In no event shall the Maturity Date be later than age 100 of the oldest Annuitant.
Net Payment		The Payment less the amount of premium tax, if any, deducted from the Payment.
Net Surrender Value		The Surrender Value less any amount withheld by us for income taxes.
Non-Qualified Contracts		Contracts which are not issued under Qualified Plans.
Owner		The person, persons or entity entitled to the ownership rights under this Contract. The Owner is as designated on the Specifications Pages, unless changed.
Portfolio		The investment choices available to the Variable Account.
Payment		An amount paid to us by you as consideration for the benefits provided by this Contract.
Qualified Contracts		Contracts issued under Qualified Plans.
Qualified Plans		Retirement plans which receive favorable tax treatment under sections 401, 403, 408 or 457, of the Internal Revenue Code of 1986, as amended.
Rider		A rider provides an optional benefit, which may result in an additional charge to the Contract. A rider supplements the contract to which it is attached. Riders must be signed by an officer of the Company in order to be effective.
Separate Account		A segregated account of the Company that is not commingled with our general assets and obligations.

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Subaccount(s)		A division of the Variable Account. Each Subaccount is invested in shares of a different Portfolio.
Surrender Value		The Contract Value on any Valuation Date, less, if applicable, any Annual Contract Fee, any Payment Based Charge, any Rider Fees, any Withdrawal Charges and any deduction for premium taxes.
Valuation Period		Any period from one Business Day to the next, measured from the time on each such day that the net asset value of each Portfolio is determined.
Variable Account		The Company’s Separate Account as shown on the Specifications Pages.
Variable Annuity		An Annuity Option with payments which: (1) are not predetermined or guaranteed as to dollar amount; and (2) vary in relation to the investment experience of one or more specified variable Subaccounts.
Withdrawal Amount		The amount deducted from the Contract Value when you take a withdrawal. This amount is the total of the amount paid to you plus the following, if applicable: any Annual Contract Fee, any Payment Based Charge, any Rider Fees, any Withdrawal Charges and any deduction for premium taxes or similar taxes, and any amount for income taxes resulting from the withdrawal. The Withdrawal Amount may not exceed the Contract Value.
Written Request		A notice provided in a form acceptable to Us based on the type of request and received in Good Order at our Annuities Service Center.

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Part 2		Parties to the Contract
Owner		Before the Annuity Commencement Date, the Owner of this Contract shall be the person, persons or entity designated on the Specifications Pages or the latest change filed with us. A co-Owner is not permitted under this Contract if any Owner is an entity. On the Annuity Commencement Date the Annuitant will become the Owner of this Contract, unless the Owner is a trust or custodian. If amounts become payable to the Beneficiary under this Contract, the Beneficiary becomes the Owner of this Contract. Unless indicated otherwise, references to the Owner will also include the co-Owner.
Annuitant		The Annuitant is the person designated as such on the Specifications Pages or the latest change filed with us. If you name more than one Xxxxxxxxx, the second Annuitant is referred to as the co-Annuitant. Unless indicated otherwise, references to the Annuitant will also include the co-Annuitant.
Beneficiary		The Beneficiary is as designated on the Specifications Pages, unless changed. However, if there is a surviving Owner, that person will be treated as the Beneficiary. If no such Beneficiary is living, the Beneficiary is the Contingent Beneficiary. If no Beneficiary or Contingent Beneficiary is living, the Beneficiary is the estate of the deceased Owner.
Change Of Owner, Annuitant, Beneficiary		Subject to the rights of an irrevocable Beneficiary, you may change the Owner, Annuitant, or Beneficiary by Written Request. Any change will take effect on the date the request is signed. Any change of Owner or Annuitant is subject to our issue age limitations based on age at the date of the change. The Annuitant may not be changed after the Annuity Commencement Date. You need not send us the Contract unless we request it. We will not be liable for any payments or actions we take before the Written Request is received.
		The addition of any Owner may result in the resetting of the Guaranteed Minimum Death Benefit to an amount equal to the Contract Value as of the date of such change. For purposes of subsequent calculations of the Guaranteed Minimum Death Benefit, we will treat the Contract Value on the date of the change as a Payment made on that date. In addition, all anniversary values, all Payments made and all amounts deducted in connection with partial withdrawals prior to the date of the addition of the Owner will not be considered in the determination of the Guaranteed Minimum Death Benefit.
		The substitution of any Owner will result in the resetting of the Death Benefit to an amount equal to the Contract Value and the Guaranteed Minimum Death Benefit will no longer apply. This paragraph will not apply if:
		(a) the new Owner is a guardian, a custodian or a trust established for the sole benefit of the previous Owner; or
		(b) the new Owner is an individual and the previous Owner was a guardian, a custodian or a trust established for the sole benefit of that individual; or
		(c) the change is from one guardian, custodian or trust established for the sole benefit of an individual to another guardian, custodian or trust established for the sole benefit of that individual; or
		(d) Ownership is transferred to the Owner’s spouse following the death of the Owner.
		If any Annuitant is changed and any Owner is not an individual, the entire interest in the Contract must be distributed to the Owner within five years of the change.

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Assignment		You may assign this Contract, except as otherwise provided. No assignment will be binding on us unless it is in the form of a Written Request. An assignment will take effect on the date the request is signed. We will not be liable for any payments made or actions we take before the assignment is accepted by us. An absolute assignment will revoke the interest of any revocable Beneficiary. We will not be responsible for the validity of any assignment.
		An assignment of the Contract will result in the resetting of the Death Benefit to an amount equal to the Contract Value and the Guaranteed Minimum Death Benefit will no longer apply. This paragraph will not apply if:
		(a) the Contract is assigned to a guardian, a custodian or a trust established for the sole benefit of the previous Owner; or
		(b) the assignment is for purposes of a tax qualified exchange.
		If this Contract is issued in a Qualified Plan, this Contract is subject to assignment restrictions for Federal Income Tax purposes. In such event, this Contract shall not be sold, assigned, discounted, or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose, to any person other than us.

Part 3		Payments
General		The Contract is not effective until the Initial Payment is received by us at our Annuities Service Center or such other place designated by us. All Payments under this Contract are payable at our Annuities Service Center or such other place as we may designate.
Payment Limits		The Initial Payment is shown on the Specifications Pages. Each additional Payment must be at least equal to the Minimum Additional Payment Amount shown on the Specifications Pages. If a Payment would cause the Contract Value on the date of such Payment to exceed the Maximum Amount shown on the Specifications Pages, or the Contract Value on the date of such Payment already exceeds the Maximum Amount, no additional Payments will be accepted without our prior approval. For purposes of this provision, we will include the contract value of any other variable annuity contract issued by the Company or any of its affiliates that is in its accumulation phase and has the same owner or annuitant as this Contract. Additional limits may apply based on your election of an optional Rider or optional benefit. Any such limits are described in the Rider or on the Specifications Pages.
		Upon notice, we have the right to refuse or limit subsequent Payments after the first Contract Year in a manner that is not discriminatory.
Allocation Of Net Payments		When we receive Payments, the Net Payments will be allocated among Investment Options in accordance with the allocation percentages shown on the Specifications Pages. You may change the allocation of subsequent Net Payments at any time, without charge, by Written Request.

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Part 4		Fees and Deductions
Contract Asset Fee		To compensate us for assuming mortality and expense risks, and administration expenses, we deduct from each variable Investment Option a fee each Valuation Period at an annual rate set forth on the Specifications Pages. A portion of this Asset Fee may also be used to reimburse us for distribution expenses. This fee is reflected in the Net Investment Factor used to determine the value of Accumulation Units and Annuity Units of the Contract.
Annual Contract Fee		To compensate us for assuming administration expenses, we charge an Annual Contract Fee as set forth on the Specifications Pages. Prior to the Annuity Commencement Date, the Annual Contract Fee is deducted on each Contract Anniversary. We withdraw the Annual Contract Fee from each Investment Option in the same proportion that the value of the Investment Accounts of each Investment Option bears to the Contract Value. If the Contract Value is totally withdrawn on any date other than the Contract Anniversary, we will deduct the total amount of the Annual Contract Fee from the amount paid. After the Annuity Commencement Date, we deduct the Annual Contract Fee on a pro rata basis from each Annuity Payment.
Payment Based Charge		To compensate us for assuming certain distribution expenses, we charge a Payment Based Charge. The Payment Based Charge is deducted annually in arrears on the Contract Anniversary after each Payment is made to the Contract. Payments received on the Contract Anniversary shall not incur a Premium Based Charge until the next Contract Anniversary. We withdraw the Payment Based Charge from each Investment Option in the same proportion that the value of the Investment Accounts of each Investment Option bears to the Contract Value.
		The Payment Based Charge is calculated separately for each Payment. Each Payment has its own Payment Charge percentage and Charge Period as set forth on the Specifications Pages. Payments received within the first 90 days following the Contract Date are treated as one Payment for purposes of determining the Payment Charge for those Payments. On each Contract Anniversary, the Payment Based Charge is determined by multiplying each Payment still subject to a Payment Charge by the percentage applicable to that Payment as shown in the Specifications Pages Once a percentage is established for a Payment, that percentage will not change during the Charge Period for that Payment, even if additional Payments are made or you make a withdrawal. If an additional Payment brings the total Payments to a new Payment Charge Breakpoint, the percentage for that breakpoint is applied only to the additional Payment. The Payment Based Charge deducted on each Contract Anniversary is the sum of the applicable Payment Based Charge for each Payment.
		If the Contract Value is totally withdrawn or applied to an Annuity Option, on any date other than the Contract Anniversary, we will deduct the total amount of the Payment Based Charge for that Contract Year from the amount paid.

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Taxes		We reserve the right to charge certain taxes against your Payments (either at the time of payment or liquidation due to withdrawals, annuitization or death benefit), or against the Contract Value, Death Benefit proceeds, or Annuity Payments, as appropriate. Such taxes may include premium taxes or other taxes levied by any government entity which we determine have resulted from the establishment or maintenance of the Variable Account, or from the receipt by us of Payments, or from the issuance of this Contract, or from the commencement or continuance of Annuity Payments under this Contract.
Rider Fee(s)		We charge an additional fee to compensate us for the additional benefits provided by any optional benefit riders elected by you. The Rider Fee for each rider you elect is shown on the Specifications Pages or in the Rider. Rider Fees are deducted as described in the applicable benefit Rider issued by us.

Part 5		Variable Account Provisions
Investment Account		We will establish a separate Investment Account for you for each variable Investment Option to which you allocate amounts. The Investment Account represents the number of your Accumulation Units in an Investment Option.
Investment Account Value		The Investment Account Value of an Investment Account is determined by (a) times (b) where:
		(a) equals the number of Accumulation Units credited to the Investment Account; and;
		(b) equals the value of the appropriate Accumulation Unit.
Accumulation Units		We will credit Net Payments to your Investment Accounts in the form of Accumulation Units. The number of Accumulation Units we will credit to each Investment Account of the Contract will be determined by dividing the Net Payment allocated to that Investment Account by the Accumulation Unit value for that Investment Account.
		Accumulation Units will be adjusted for any transfers and will be canceled on payment of a death benefit, withdrawal, maturity or assessment of certain charges based on their value for the Business Day on which such transaction occurs.
Value Of Accumulation Unit		We will determine the Accumulation Unit value for a particular Investment Account for any Business Day by multiplying the Accumulation Unit value for the immediately preceding Business Day by the net investment factor for the Valuation Period for which the value is being determined. The value of an Accumulation Unit may increase, decrease or remain the same from one Business Day to the next.
Net Investment Factor		The net investment factor is an index that measures the investment performance of a Subaccount from one Business Day to the next (” the Valuation Period”). The net investment factor for any Valuation Period is determined by dividing (a) by (b) and subtracting (c) from the result where:

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		(a) is the net result of:
		(i) the net asset value per share of a Portfolio share held in the Subaccount determined as of the end of the current Valuation Period, plus
		(ii) the per share amount of any dividend or capital gain distributions made by the Portfolio on shares held in the Subaccount and received during the current Valuation Period; and
		(b) is the net asset value per share of a Portfolio share held in the Subaccount determined as of the end of the immediately preceding Valuation Period; and
		(c) is the Contract Asset Fee shown on the Specifications Pages divided by 365 and multiplied by the number of calendar days in the Valuation Period.
		The net investment factor may be greater or less than, or equal to, one.
Addition, Deletion, Substitution Or Restriction Of Investment Options		We reserve the right, subject to compliance with applicable law, to make additions to, deletions from, or substitutions for the Portfolio shares that are held by the Variable Account or that the Variable Account may purchase. We reserve the right to eliminate the shares of any of the eligible Portfolios and to substitute shares of another Portfolio. We will not substitute any shares attributable to your interest in a Subaccount without notice to you and prior approval of the Securities and Exchange Commission to the extent required by the Investment Company Act of 1940. Nothing contained herein shall prevent the Variable Account from purchasing other securities for other series or classes of contracts, or from effecting a conversion between shares of another open-end investment company.
		We may make certain changes that we anticipate would best serve the interest of owners of these or similar contracts or would be appropriate in carrying out the purposes of such contracts. Any changes will be made only to the extent and in the manner permitted by applicable laws. Such changes may include the establishment of additional Subaccounts which would invest in shares of a new Portfolio, the elimination of existing Subaccounts, the restriction of or prohibition of additional allocations to a Subaccount, the combination of Subaccounts or the transfer of assets in a Subaccount to another Separate Account established by us or an affiliated company. In the event of any such substitution or change, we may, by appropriate endorsement, make such changes in this and other Contracts as may be necessary or appropriate to reflect such substitutions or change. If deemed by us to be in the best interests of persons having voting rights under the Contracts, the Variable Account may be operated as a management company under the Investment Company Act of 1940 or it may be de-registered under such Act in the event such registration is no longer required.
Insulation		The portion of the assets of the Variable Account equal to the reserves and other contract liabilities with respect to such account shall not be charged with liabilities arising out of any other business we may conduct. Moreover, the income, gains and losses, realized or unrealized, from assets allocated to the Variable Account shall be credited to or charged against such account without regard to our other income, gains or losses.

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Part 6		Transfers
Transfers Before Annuity Commencement Date		While this Contract is in effect prior to the Annuity Commencement Date, you may transfer amounts among the Investment Accounts of the Contract, subject to the limitations below. Amounts will be canceled from the Investment Accounts from which amounts are transferred and credited to the Investment Account to which amounts are transferred. We will effect such transfers so that the Contract Value on the date of transfer will not be affected by the transfer.
		You must transfer at least the Minimum Transfer Amount shown on the Specifications Pages or, if less, the entire amount in the Investment Account each time you make a transfer. If, after the transfer, the amount remaining in the Investment Account from which the transfer is made is less than Minimum Investment Account Value shown on the Specifications Pages, then we will transfer the entire amount instead of the requested amount.
		We reserve the right, upon notice, to limit the number of transfers that can be made per Contract Year. Should we limit the number of transfers, such limit will be no less than the Minimum Number of Transfers Per Contract Year shown in the Transfers Before Annuity Commencement Date section on the Specifications Pages.
		We also reserve the right, upon notice, to impose a transaction charge for transfers. Such charge will not exceed the Transfer Charge shown on the Specifications Pages.
Transfers On Or After Annuity Commencement Date		Once variable Annuity Payments have begun, you may transfer all or part of the investment upon which your variable Annuity Payments are based from one Subaccount to another. To do this, we will convert the number of variable Annuity Units you hold in the Subaccount from which you are transferring to a number of variable Annuity Units of the Subaccount to which you are transferring so that the next Annuity Payment, if it were made at that time, would be the same amount that it would have been without the transfer. After the transfer, the variable Annuity Payments will reflect changes in the values of your new variable Annuity Units. You must give us notice at least 30 days before the due date of the first variable Annuity Payment to which the transfer will apply.
		We reserve the right, upon notice, to limit the number of transfers that can be made after variable annuity payments have begun. If such a limit is imposed, the number of transfers per Contract Year will be no less than the Minimum Number of Transfers Per Contract Year shown in the Transfers On Or After Annuity Commencement Date section on the Specifications Pages.
		After the Annuity Commencement Date, transfers will not be allowed from a fixed to a variable Annuity Option, or from a variable to a fixed Annuity Option.
Deferral, Modification Or Termination Of Transfer Privilege		We reserve the right to defer, modify or terminate the transfer privilege at any time that we are unable to purchase or redeem shares of the Portfolios or when a portfolio requires us to impose restrictions due to violation of its short term trading policy. Transfer charges and limitations are identified above and in the Suspension of Payments provision in the Withdrawals Provisions section.

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Part 7		Withdrawal Provisions
Payments Of Withdrawals		You may withdraw part or all of the Surrender Value, at any time before the earlier of the death of an Owner, the Annuity Commencement Date or the Maturity Date, by sending us a Written Request. We will pay all withdrawals within seven days of receipt at the Annuities Service Center subject to postponement in certain circumstances, as specified below.
Total Withdrawal		Upon receipt of your request to withdraw the entire Contract Value, we will terminate the Contract and pay you the Net Surrender Value.
Partial Withdrawal		If you request to withdraw an amount less than the Surrender Value, we will pay you the amount requested and deduct the Withdrawal Amount from the Contract Value. Unless you specify the amount to be withdrawn from each Investment Option, the Withdrawal Amount will be withdrawn from each Investment Option on a pro rata basis.
		Partial withdrawals will reduce the Death Benefit, as described in the Death Benefit section.
Frequency And Amount Of Partial Withdrawals		You may make as many partial withdrawals as you wish. Limitations on the amount of partial withdrawals are as follows.
		(a)   Any withdrawal from an Investment Account must be at least equal to the Minimum Amount of Partial Withdrawal shown on the Specifications Pages or the entire balance in the Investment Account, if less.
		(b)   If after the withdrawal, the amount remaining in the Investment Account is less than the Minimum Investment Account Balance shown on the Specifications Pages, then we will consider the withdrawal request to be a request for withdrawal of the entire amount held in the Investment Account.
		(c)   If a partial withdrawal reduces the Contract Value to less than the Minimum Remaining Contract Value shown on the Specifications Pages, or if the amount requested is greater than or equal to the amount available as a total withdrawal, then we will treat the partial withdrawal as a total withdrawal of the Contract Value.
Suspension Of Payments		We may defer the right of withdrawal from, or postpone the date of payments from, the variable Investment Accounts for any period when: (1) the New York Stock Exchange is closed (other than customary weekend and holiday closings); (2) trading on the New York Stock Exchange is restricted; (3) an emergency exists as a result of which disposal of securities held in the Variable Account is not reasonably practicable or it is not reasonably practicable to determine the value of the Variable Account’s net assets; or (4) the Securities and Exchange Commission, by order, so permits for the protection of security holders; provided that applicable rules and regulations of the Securities and Exchange Commission shall govern as to whether the conditions described in (2) and (3) exist.

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Withdrawal Charge		If a withdrawal is made from the Contract we may assess a Withdrawal Charge against Payments. The amount of the Withdrawal Charge and when it is assessed is discussed below.
		(a)   A Free Withdrawal Amount may be withdrawn free of a Withdrawal Charge. The Free Withdrawal Amount is the greater of:
		(i)   Earnings, which for purposes of these Withdrawal Charge provisions, means the excess of the Contract Value on the date of withdrawal over the unliquidated Payments; or
		(ii)   the excess of a. over b. where
		a.    equals 10% times the total Payments; and
		b.   equals 100% of all prior partial withdrawals in that Contract Year.
		(b)   Amounts will be withdrawn from the Contract in the following order for   purposes of calculating the Withdrawal Charge:
		(i)    Earnings; then
		(ii)  any Free Withdrawal Amount in excess of Earnings; then
		(iii) Payments not previously liquidated, in the order such Payments were received.
		(c)   Payments are liquidated when the Withdrawal Amount exceeds Earnings. The amount of Payments liquidated equals
		(i)   the lesser of the Withdrawal Amount or the total unliquidated Payments; minus
		(ii)  Earnings.
		(d)  A total withdrawal will liquidate all unliquidated Payments. Any Payments liquidated may be subject to a Withdrawal Charge determined based on the Payment Breakpoint applicable to each Payment at the time such Payment is received and the applicable percentage for the Age of Payment Withdrawn shown on the Specifications Pages. The Withdrawal Charge is determined by multiplying the amount of the Payment being liquidated by the applicable Withdrawal Charge percentage obtained from the table shown on the Specifications Pages.
		(e)  The total Withdrawal Charge will be the sum of the Withdrawal Charges for the Payments being liquidated.
Waiver of Withdrawal Charge		A Withdrawal Charge is not applied if the withdrawal is:
		(a)    payment of the Death Benefit; or
		(b)   due to the application of the Contract Value to an Annuity Option; or
		(c)    taken at the Maturity Date of the Contract; or
		(d)   a distribution required to satisfy Federal Income Tax minimum distribution   requirements that apply to this Contract; or
		(e)   a withdrawal guaranteed under certain riders attached to the Contract, as specified in the rider.

Part 8		Death Benefits
Death Benefit Before Annuity		Prior to the Maturity Date or Annuity Commencement Date, if earlier, we will
Commencement Date		determine the Death Benefit as of the date on which written notice and proof of
		death and all required claim forms are received in Good Order at the Company’s
		Annuities Service Center as follows:

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The Death Benefit will be determined as the greater of the Contract Value or the

Guaranteed Minimum Death Benefit.

The Guaranteed Minimum Death Benefit is the sum of all Payments made, less

any amount deducted in connection with partial withdrawals. For purposes of

calculating the Guaranteed Minimum Death Benefit, the amount deducted in

connection with partial withdrawals will be equal to (i) times (ii), where (i) is equal

to the Guaranteed Minimum Death Benefit prior to the withdrawal, and (ii) is equal

to the amount of the partial withdrawal divided by the Contract Value prior to the

partial withdrawal.

We will permit the Owner to limit the Death Benefit option(s) to be offered any

named Beneficiary, if the Owner provides written notice to the Company prior to

death and the desired option(s) is one provided for in this Contract.

Death benefit distributions prior to the Annuity Commencement Date are governed by Internal Revenue Code Section 72(s). Pursuant to Section 72(s) any reference in this provision to “spouse” means a spouse as defined in federal law.

Death of Xxxxxxxxx: On the death of the last surviving Annuitant, the Owner becomes the new Annuitant, if the Owner is an individual. If the Owner is not an

individual the death of any Annuitant is treated as the death of an Owner and the

Death Benefit will be determined by substituting the Annuitant for the Owner as

described below.

Death of Owner: We will pay the Death Benefit to the Beneficiary if any Owner

dies prior to the Maturity Date or Annuity Commencement Date, if earlier. The

Death Benefit may be taken in one sum immediately, in which case the Contract

will terminate. If the Death Benefit is not taken in one sum immediately, the

Contract will continue subject to the following provisions:

(a)    The Beneficiary becomes the Owner.

(b)    The excess, if any, of the Death Benefit over the Contract Value will be allocated to and among the Investment Accounts in proportion to their values as  of the date on which the Death Benefit is determined.

(c)    No additional Payments may be applied to the Contract.

(d)    If the Beneficiary is not the deceased Owner’s spouse, the entire interest in the Contract must be distributed under one of the following options:

        (i)    The entire interest in the Contract must be distributed over the life of the Beneficiary, or over a period not extending beyond the life expectancy of          the Beneficiary, with distributions beginning within one year of the Owner’s death; or

        (ii)    the entire interest in the Contract must be distributed within 5 years of the Owner’s Death, or

        (iii)  as Annuity Payments under one of the options described in the Annuity Options section.

If the Beneficiary dies before the distributions required by (i) or (ii) are complete, the entire remaining Contract Value must be distributed in a lump sum immediately.

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		(e)  If the Beneficiary is the deceased Owner’s spouse, the Contract will continue with the surviving spouse as the new Owner, subject to the provisions of Internal Revenue Code Section 72(s). The surviving spouse may name a new Beneficiary (and, if no Beneficiary is so named, the surviving spouse’s estate will be the Beneficiary).
		The spouse may also elect distributions under one of the following options:
		(i)    the entire interest in the Contract may be distributed over the life of the Beneficiary, or over a period not extending beyond the life expectancy of the Beneficiary, with distributions beginning within one year of the Owner’s death; or
		(ii)  as Annuity Payments under one of the options described in the Annuity Options section.
		(f)   We will waive Withdrawal Charges on any withdrawals.
		(g)   The Payment Based Charge will not be applied at the payment of the Death Benefit and we will waive any remaining Payment Based Charge if the Contract is continued.
		If there is more than one Beneficiary, the foregoing provisions will independently apply to each Beneficiary, to the extent of that Beneficiary’s share.
Death Benefit On Or After Annuity Commencement Date		If Annuity Payments have been selected based on an Annuity Option providing for payments for a guaranteed period, and the Annuitant dies on or after the Annuity Commencement Date, we will make the remaining guaranteed payments to the Beneficiary. Any remaining payments will be made at least as rapidly as under the method of distribution being used as of the date of the Annuitant’s death. If no Beneficiary is living, we will commute any unpaid guaranteed payments to a single sum (on the basis of the interest rate used in determining the payments) and pay that single sum to the estate of the last to die of the Annuitant and the Beneficiary.
Proof Of Death		We will require Proof of death upon the death of the Annuitant or the Owner. Proof of death is one of the following received at the Annuities Service Center:
		(a)   A certified copy of a death certificate;
		(b)   A certified copy of a decree of a court of competent jurisdiction as to the finding of death; or
		(c)   Any other proof satisfactory to us.

Part 9		Contract Maturity
Change In Maturity Date		Prior to the Maturity Date, an Owner may make a Written Request to change the
		Maturity Date. Any extension of the Maturity Date will be subject to our prior
		approval and any applicable law or regulation then in effect.

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Options at Maturity Date		We will send You information about Your available options prior to the Maturity Date. If by the Maturity Date, you do not choose an Annuity Option, make a total withdrawal of the Surrender Value, or ask us to change the Maturity Date, we will automatically pay you Annuity Payments under the Annuity Option shown on the Specifications Pages and the Annuity Commencement Date is considered to be the Maturity Date.
		We will provide variable Annuity Payments unless otherwise elected. You can change the Annuity Option at any time before the Annuity Commencement Date.

Part 10		Annuity Payments
General		The entire Contract Value or the entire amount of the Beneficiary’s portion of the Death Benefit may be applied in accordance with one or more of the Annuity Options described below, subject to any restrictions of Internal Revenue Code section 72(s). Once Annuity Payments commence, the Annuity Option may not be changed.
		You may select a Fixed or Variable Annuity. We will provide variable Annuity Payments unless otherwise elected. Once Annuity Payments commence, the Annuity Option may not be changed.
		The method used to calculate the amount of the initial and subsequent Annuity Payments is described below.
		We may pay the Contract Value or Death Benefit, on the Annuity Commencement Date in one lump sum if the corresponding monthly income is less than $20.
Variable Annuity Payments		We will determine the amount of the first Variable Annuity Payment by applying the portion of the Contract Value used to effect a Variable Annuity (minus any of the following, as applicable: Annual Contract Fee, Payment Based Charge, Rider Fees, and premium taxes) to the Annuity Option elected based on the mortality table and assumed interest rate shown in the Specifications Pages. We will provide a table of the annuity factors upon Written Request. If the current rates in use by us on the Annuity Commencement Date are more favorable to you, we will use the current rates. The portion of the Contract Value used to effect a Variable Annuity will be measured as of a date not more than 10 business days prior to the Annuity Commencement Date. The initial Variable Annuity Payment will not be less than that available by applying the Contract Value to purchase a single premium immediate annuity then offered to the same class of annuitants by us or a company affiliated with us.
		Subsequent payments will be based on the investment performance of one or more Subaccounts as you select. The amount of such payments is determined by the number of Annuity Units credited for each Subaccount. Such number is determined by dividing the portion of the first payment allocated to that Subaccount by the Annuity Unit value for that Subaccount determined as of the same date that the Contract Value used to effect Annuity Payments was determined. We then multiply this number of Annuity Units for each Subaccount by the appropriate Annuity Unit value for each subsequent determination date, which is a uniformly applied date not more than 10 business days before the payment is due.

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Mortality And Expense Guarantee		We guarantee that the dollar amount of each Variable Annuity payment will not be affected by changes in mortality and expense experience.
Annuity Unit Value		The value of an Annuity Unit for each Subaccount for any Business Day is determined as follows:
		(a) The net investment factor for the Subaccount for the Valuation Period ending on the Business Day for which the Annuity Unit value is being calculated is multiplied by the value of the Annuity Unit for the preceding Business Day; and
		(b) The result is adjusted to compensate for the interest rate used to determine the first Variable Annuity payment.
		The dollar value of Annuity Units may increase, decrease or remain the same from one Valuation Period to the next.
Fixed Annuity Payments		We will determine the amount of each Fixed Annuity payment by applying the portion of the Contract Value used to effect a Fixed Annuity measured as of a date not more than 10 business days prior to the Annuity Commencement Date (minus any of the following, as applicable: Annual Contract Fee, Payment Based Charge, Rider Fees, and premium taxes) to the Annuity Option elected based on the mortality table and interest rate shown on the Specifications Pages. The Fixed Annuity payment will not be less than that available by applying the Contract Value to purchase a single premium immediate annuity then offered to the same class of annuitants by us or a company affiliated with us.
		We guarantee the dollar amount of Fixed Annuity payments.

Part 11		Annuity Options
Description Of Annuity Options		Option 1: Life Annuity
		a) Life Non-Refund. We will make Annuity Payments during the lifetime of the Annuitant. No payments are due after the death of the Annuitant.
		b) Life with 10-Year Certain. We will make Annuity Payments for 10 years and after that during the lifetime of the Annuitant. No payments are due after the death of the Annuitant or, if later, the end of the 10-year period.
		Option 2: Joint and Survivor Life Annuity
		The second Annuitant named shall be referred to as the Co-Annuitant.
		a) Joint and Survivor Non-Refund. We will make Annuity Payments during the joint lifetime of the Annuitant and Co-Annuitant. Payments will then continue during the remaining lifetime of the survivor. No payments are due after the death of the last survivor of the Annuitant and Co-Annuitant.
		b) Joint and Survivor with 10-Year Certain. We will make Annuity Payments for 10 years and after that during the joint lifetime of the Annuitant and Co-Annuitant. Payments will then continue during the remaining lifetime of the survivor. No payments are due after the death of the survivor of the Annuitant and Co-Annuitant or, if later, the end of the 10-year period.

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Alternate Annuity Options Instead of settlement in accordance with the Annuity Options described above, you may choose an alternate form of settlement acceptable to us. Once Annuity Payments commence, the form of settlement may not be changed.

Part 12		General Provisions
Entire Contract		The entire Contract consists of this Contract, Endorsements and Riders, if any, and the application, if one is attached to this Contract. Statements made in an application that is attached to the Contract shall, in the absence of fraud, be deemed to be representations and not warranties.
Benefits and Values		The benefits and values available under this Contract are not less than the minimum required by the NAIC Model Variable Annuity Regulation in effect on the Contract Date. We have filed a detailed statement of the method used to calculate the benefits and values with the Interstate Insurance Product Regulation Commission.
Modification		Only the President, a Vice President, or the Secretary of the Company has authority to agree on our behalf to any alteration of the Contract or to any waiver of our rights or requirements. The change or waiver must be in writing. We will not change or modify this Contract without your consent except as may be required to make it conform to any applicable law or regulation or any ruling issued by a government agency; or unless we have reserved the right to change the terms herein.
Conformity with Interstate Insurance Product Regulation Commission Standards		This Contract is approved under the authority of the Interstate Insurance Product Regulation Commission (IIPRC) and issued under the Commission standards. Any provision of this Contract that on the provision’s effective date is in conflict with the IIPRC standards for this product type as of such date is hereby amended to conform with the IIPRC standards for this product type as of the provision’s effective date.
Claims Of Creditors		All benefits and payments under this Contract shall be exempt from the claims of creditors to the extent permitted by law.
Misstatement And Proof Of Age Or Survival		We may require proof of age or survival of any person upon whose age or survival any Annuity Payments or other benefits provided by this Contract or any Rider attached thereof depend. If the age of the Annuitant has been misstated, the benefits will be those which would have been provided for the correct age. If we have made incorrect benefit payments, we will immediately pay the amount of any underpayment adjusted with interest at 3% per annum. We will deduct the amount of any overpayment from future benefit payments without adjustment for interest.
Incontestability		This Contract is not contestable.
Non-Participating		Your Contract is non-participating and will not share in our profits or surplus earnings. We will pay no dividends on your Contract.

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Reports		We provide periodic reports no less frequently than annually without charge, containing
		(a) the beginning and end dates of the current report period;
		(b) the Contract Value and value of the Investment Account at the beginning and end of the current report period;
		(c) the amounts, identified by type, that have been credited or debited to the Investment Account during the current report period; and
		(d) the cash surrender value and Death Benefit at the end of the current report period.
		The report will include the number of Accumulation Units credited to the Variable Account, the Accumulation Unit value and the dollar value of the Accumulation Unit of the Variable Account no more than 4 months prior to the date of the delivery of the report. We will provide annual calendar year reports concerning the status of the Contract and such information concerning required minimum distributions as is prescribed by the Commissioner of Internal Revenue. We will provide additional status reports upon request for a charge not to exceed $25 per request.
Currency And Place Of Payments		All payments made to or by us shall be made in the lawful currency of the United States of America at the Annuities Service Center or elsewhere if we consent.
Notices And Elections		To be effective, all notices and elections you make under this Contract must be in the form of a Written Request. Unless otherwise provided in this Contract, all notices, requests and elections will be effective when received by us at our Annuities Service Center, complete with all necessary information.
Governing Law		This Contract will be governed by the authority of the Interstate Insurance Product Regulation Commission and issued under the Commission standards.
Section 72(s)		The provisions of this Contract shall be interpreted so as to comply with the requirements of Section 72(s) of the Internal Revenue Code.

Part 13		Contract Termination
Cancellation For Nonpayment & Minimum Account Value		If, prior to the Annuity Commencement Date, no Payments have been made for two consecutive Contract Years, and if both:
		(a) the total Payments made, less any partial withdrawals, are less then $2,000; and
		(b) the Contract Value at the end of such two year period is less than $2,000;
		we may cancel this Contract and pay you the Contract Value (measured as of the Valuation Period during which the cancellation occurs), less the Annual Contract Fee , any Payment Based Charge, any Rider Fees and premium taxes, if applicable.

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Other		This Contract will terminate on the earliest of :
		(a) receipt of your request to withdraw the entire Contract Value;
		(b) the date a Death Benefit is payable and the Beneficiary takes the Death Benefit as a lump sum; or
		(c) the date the Contract Value reduces to zero, subject to the provisions of any benefit rider attached to this Contract.

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Xxxx Xxxxxxx Life Insurance Company (U.S.A.)
Home Office: Bloomfield Hills, MI

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