Exhibit 99.4(a)

MULTIOPTION LEGEND
INDIVIDUAL VARIABLE ANNUITY Fax 000.000.0000 [MINNESOTA LIFE LOGO]
Toll Free 0.000.000.0000
MINNESOTA LIFE INSURANCE COMPANY - Annuity Services In Metro Area 651.665.4877
000 Xxxxxx Xxxxxx Xxxxx - Xx. Xxxx, Xxxxxxxxx 00000-0000 xxx.xxxxxxxxxxxxx.xxx

READ YOUR CONTRACT CAREFULLY - THIS IS A LEGAL CONTRACT

We promise to pay the benefits described by this contract subject to its
provisions. We make this promise and issue this contract in consideration of the
application for it and the receipt of a Purchase Payment. The Owner and the
Beneficiary are as named in the application unless they are changed as provided
for in this contract.

NOTICE OF YOUR RIGHT TO EXAMINE THIS CONTRACT FOR 20 DAYS

IT IS IMPORTANT TO US THAT YOU ARE SATISFIED WITH THIS CONTRACT. IF YOU ARE NOT
SATISFIED, YOU MAY RETURN THE CONTRACT TO US OR TO YOUR SALES REPRESENTATIVE
WITHIN 20 DAYS OF ITS RECEIPT OR 30 DAYS WHERE REQUIRED. IF YOU EXERCISE THIS
RIGHT, YOU WILL RECEIVE THE CONTRACT VALUE OF THIS CONTRACT. WE WILL PAY THIS
REFUND WITHIN 7 DAYS AFTER WE RECEIVE YOUR NOTICE OF CANCELLATION.

Signed for Minnesota Life Insurance Company at St. Xxxx, Minnesota on the
Contract Date.

/s/ Xxxxxx X. Xxxxxxxxx /s/ Xxxxxx X. Xxxxxxx
Secretary President

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT
EXPERIENCE OF THE VARIABLE ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS TO FIXED
DOLLAR AMOUNT. THE VARIABLE ACCOUNT INFORMATION MAY BE FOUND ON PAGE 4.

AMOUNTS WITHDRAWN, SURRENDERED, APPLIED TO PROVIDE ANNUITY PAYMENTS, OR
TRANSFERRED FROM THE GUARANTEED TERM ACCOUNT PRIOR TO THE RENEWAL DATE MAY BE
SUBJECT TO A MARKET VALUE ADJUSTMENT. THE MARKET VALUE ADJUSTMENT MAY INCREASE
OR DECREASE THE VALUES AVAILABLE IN THIS CONTRACT. THE MARKET VALUE ADJUSTMENT
INFORMATION MAY BE FOUND ON PAGE 8.

INFORMATION ON THE DEFERRED SALES CHARGE MAY BE FOUND ON PAGES 7 AND 8.

- FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT

- FIXED OR VARIABLE ANNUITY PAYMENT BENEFITS

- A NONPARTICIPATING CONTRACT

06-70139

CONTRACT INDEX

Alphabetical Index to the Provisions of Your Contract

PAGE

Allocation of Purchase Payments 6
Amount Payable at Death 13
Annuity Payment Benefits 11
Assignment 5
Beneficiary 2
Contract Charges 7
Contract Value 8
Death Benefits 13
Definitions 2
General Provisions 4
Market Value Adjustment 8
Misstatement 4
Purchase Payments 6
Transfer Provisions 9
Transfers 9
Withdrawal and Surrender 10

MULTIOPTION LEGEND VARIABLE ANNUITY
YOUR CONTRACT INFORMATION - EFFECTIVE [NOVEMBER 1, 2006]

CONTRACT NUMBER: [123456] CONTRACT DATE: [November 1, 2006]

OWNER: [Xxxx Xxx] MATURITY DATE: [November 1, 2056]

JOINT OWNER: JURISDICTION: [Your State]

ANNUITANT: [Xxxx Xxx] GENDER: [M] DATE OF BIRTH: [November 1, 1971]

JOINT ANNUITANT: GENDER: DATE OF BIRTH:

PLAN: [Non-Qualified] INITIAL PURCHASE PAYMENT: [$10,000]

GUARANTEED INTEREST ACCOUNTS:

DOLLAR COST AVERAGING (DCA) FIXED ACCOUNT OPTIONS: [6 months and 12 months]
GUARANTEED TERM ACCOUNT - CURRENT GUARANTEE PERIOD(S): [5, 7, and 10 years]
FIXED ACCOUNT (ONLY AVAILABLE FOR FIXED ANNUITY PAYMENTS)

GUARANTEED INTEREST ACCOUNTS GUARANTEED MINIMUM ANNUAL INTEREST RATE: 2.00% during the first
10 Contract Years and
3.00% thereafter

VARIABLE ACCOUNT(S): Variable Annuity Account

YEARS SINCE PURCHASE PAYMENT
----------------------------

DEFERRED SALES CHARGE: 0-1 1-2 2-3 3-4 4 AND THEREAFTER
--- --- --- --- ----------------
8% 7% 6% 6% 0%

The deferred sales charge is applied to Purchase Payments withdrawn or
surrendered from this contract.

ANNUAL MAINTENANCE FEE

A fee of [$30] will be applied on each Contract Anniversary and at surrender
when the greater of: (a) Contract Value; or (b) Purchase Payments less
withdrawals is less than [$50,000]. The annual maintenance fee will be deducted
on a pro-rata basis from the Contract Values in the Variable Account.

TRANSFER CHARGE CURRENT MAXIMUM
------- -------

A charge deducted from the transfer amount when the frequency of transfers
exceeds twelve per Contract Year. $0 $10

CHARGES TO THE VARIABLE ACCOUNT

A daily charge deducted from any portion of the Contract Value allocated to the
Variable Account. The deduction is the daily equivalent of the annual percentage
shown below:

Administrative Charge: [0.15%]
Mortality and Expense Risk Charge prior to Annuity Commencement: [1.50%]
Mortality and Expense Risk Charge after Annuity Commencement: [1.20%]

OPTIONAL RIDERS AND CHARGES
[None]

DEFINITIONS

ACCUMULATION UNIT

An accounting unit of measure used to calculate the value of a Sub-Account of
this contract before Annuity Payments begin.

ANNUITANT

The person named as Annuitant upon whose lifetime Annuity Payment benefits will
be determined under this contract. An Annuitant's life may also be used to
determine the value of death benefits and to determine the Maturity Date. If the
Annuitant is other than the Owner and dies prior to the Annuity Commencement
Date, the Owner may name a new Annuitant.

ANNUITY COMMENCEMENT DATE

The date on which Annuity Payments are elected to begin. This may be the
Maturity Date or a date you select prior to the Maturity Date.

ANNUITY PAYMENTS

A series of payments for one of the following periods of time: the life of the
Annuitant; the life of the Annuitant with a minimum number of payments; joint
lifetime and thereafter during the lifetime of the survivor; or, payments for a
designated period. Annuity Payments made at regular intervals are due and
payable on dates agreed upon between you and us.

ANNUITY UNIT

An accounting unit of measure used to calculate the value of Annuity Payments
under a variable Annuity Payment option.

ASSUMED INVESTMENT RETURN ("AIR")

The annual investment return used to determine the initial variable Annuity
Payment under this contract. One or more rates may be available for election at
the Annuity Commencement Date.

BENEFICIARY

The person, persons or entity designated to receive any death benefit proceeds
payable on the death of any Owner prior to the Annuity Commencement Date; or to
receive any remaining annuity benefits payable on the death of the Annuitant
after the Annuity Commencement Date. Prior to the Annuity Commencement Date the
Beneficiary will be the first person on the following list who is alive on the
date of death: the Joint Owner (if any), the primary (class 1) Beneficiary, the
secondary (class 2) Beneficiary or, if none of the above is alive, to the
executor or administrator of your estate.

CONTRACT ANNIVERSARY

The same day and month as the Contract Date for each succeeding year of this
contract.

CONTRACT DATE

The effective date of this contract. It is also the date from which we determine
Contract Anniversaries and Contract Years.

CONTRACT VALUE

The sum of your values in the DCA Fixed Account, Fixed Account, the Guarantee
Periods of the Guaranteed Term Account, and the Sub-Accounts of the Variable
Account on any Valuation Date prior to the Annuity Commencement Date.

CONTRACT YEAR

A period of one year beginning with the Contract Date or Contract Anniversary.

DOLLAR COST AVERAGING (DCA) FIXED ACCOUNT

The DCA Fixed Account provides dollar cost averaging (DCA) options that are
available for Purchase Payment allocations. Any Purchase Payments allocated to a
DCA Fixed Account option will be transferred in approximately equal installments
to your selected Sub-Accounts of the Variable Account over a specific time
period based on the DCA Fixed Account option elected. Making transfers in this
fashion is also known as dollar cost averaging. Amounts allocated to the DCA
Fixed Account options are part of our General Account. You may not transfer
amounts from the Fixed Account, the Guaranteed Term Account, or the Sub-Accounts
to the DCA Fixed Account

FIXED ACCOUNT

The Fixed Account is only available for fixed dollar Annuity Payments. You may
not elect to transfer amounts to the Fixed Account. If you elect fixed dollar
Annuity Payments, your Contract Value will automatically be transferred to the
Fixed Account as of the date we receive your Written Request electing Annuity
Payments. For any period prior to the Annuity Commencement Date, interest will
be credited on amounts in the Fixed Account at an annual rate at least equal to
the guaranteed rate shown on page one. Amounts in the Fixed Account are part of
our General Account.

FUND

The mutual fund or separate investment portfolio within a series mutual fund
which is designated as an eligible investment for a Sub-Account of the Variable
Account.

GENERAL ACCOUNT

All assets of Minnesota Life other than those allocated to separate accounts
established by us. We have exclusive and absolute ownership of the assets of the
General Account.

GUARANTEE PERIOD

In the Guaranteed Term Account, a period of one year or more, for which the
current interest rate is guaranteed.

GUARANTEED TERM ACCOUNT

A non-unitized separate account providing Guarantee Periods of different
lengths. Amounts allocated to the Guarantee Periods of the Guaranteed Term
Account are credited with interest rates guaranteed by us for the entire
Guarantee Period. The assets of the Guaranteed Term Account are ours and are not
subject to claims arising out of any other business of ours.

JOINT ANNUITANT

The person named as Joint Annuitant upon whose life, together with the
Annuitant, Annuity Payments may be determined. If Joint Annuitants are named,
all references to Annuitant shall mean the Joint Annuitants.

JOINT OWNER

If more than one Owner has been designated, each Owner shall be a Joint Owner of
the contract. Joint Owners have equal ownership rights and must both authorize
any exercising of those ownership rights unless otherwise permitted by us.

MARKET VALUE ADJUSTMENT ("MVA")

The adjustment made to any amount you withdraw, surrender, apply to provide
Annuity Payments, or transfer from the Guaranteed Term Account prior to the
Renewal Date. This adjustment may be positive or negative and reflects the
impact of changes in applicable interest rates between the time the Purchase
Payment, transfer, or renewal is allocated to the Guaranteed Term Account and
the time of the withdrawal, surrender, Annuity Payment election or transfer.

MATURITY DATE

The date this contract matures. The Maturity Date will be the first of the month
following the later of: (a) the Annuitant's 85th birthday; or (b) ten years
after the Contract Date.

OWNER

The person(s) who has (have) all rights under this contract. If your contract
names Joint Owners, Owner means both Joint Owners. Any named Owner must be under
the age of 91 as of your Contract Date. If your contract allows you to change
Owners after the contract is issued, any new Owners must be under the age of 91
at the time of change or addition.

PURCHASE PAYMENTS

Amounts paid to us as consideration for the benefits provided by this contract.

RENEWAL DATE

The first day following the last day of any Guarantee Period in the Guaranteed
Term Account. If this date is not a Valuation Date, the renewal will process on
the next available Valuation Date.

SUB-ACCOUNT

The subdivisions of the Variable Account to which you may allocate your Purchase
Payments or transfers. The assets of the Sub-Accounts are invested in the
corresponding Funds.

SURRENDER VALUE

The amount payable to you on surrender of this contract. The Surrender Value is
equal to the Contract Value less the annual maintenance fee, if any, and
adjusted for any applicable MVA and deferred sales charge.

SWAP RATE

The weekly average of the 'Interest Rate Swap' rates as reported in Federal
Reserve Bulletin Release H.15.

VALUATION DATE

Any date on which a Fund is valued.

VALUATION PERIOD

The period between successive Valuation Dates.

VARIABLE ACCOUNT

The separate investment account(s) named on page one and used for this class of
contracts under Minnesota law. The Variable Account is comprised of several
Sub-Accounts. The assets of the Variable Account are ours and are not subject to
claims arising out of any other business of ours.

WE, OUR, US

Minnesota Life Insurance Company.

WRITTEN REQUEST

A written notice, signed by you, in a form approved by or acceptable to us. In
some cases, we may require that this contract be sent in with your Written
Request.

YOU, YOUR

The person named as the Owner or Joint Owner.

GENERAL PROVISIONS

ENTIRE CONTRACT

This contract, the copy of your application attached to it, and any amendments,
endorsements or riders contain the entire contract between you and us. Any
statements made in the application either by you or the Annuitant will, in the
absence of fraud, be considered representations and not warranties. Any
statement made either by you or the Annuitant will not be used to void this
contract or defend against a claim under this contract unless the statement is
contained in the application. We shall not be liable for any payment based upon
information given to us in error or not provided to us.

Any additional rider or agreement attached to this contract will become part of
this contract. It will be subject to the terms and conditions of this contract
unless we state otherwise in the rider or agreement.

MODIFICATION OF CONTRACT

Modifications to this contract or any waiver of our rights or requirements under
this contract can only be made by the written authorization of an officer of
Minnesota Life. No representative or other person has the authority to change or
waive any provisions of this contract. No modification will adversely affect
your rights under this contract unless the modification is made to comply with a
law or government regulation. You will have the right to accept or reject such a
modification.

CHANGE IN VARIABLE ACCOUNT OPERATION

At our election and subject to any necessary vote by persons having the right to
give instructions on the voting of the Fund shares held by the Sub-Accounts, the
separate account:

- may be operated as a management company under the Investment Company Act of
1940 or any other form permitted by law;
- may be de-registered under the Investment Company Act of 1940 in the event
registration is no longer required; or
- may be combined with one or more separate accounts.

We also reserve the right, subject to any applicable law, to make certain
changes including the right to add, eliminate, or substitute any Fund offered
under the contract. Substitution may be with respect to existing Contract
Values, future

Purchase Payments and/or future Annuity Payments. No transfer of assets from one
separate account to another affecting Owners of contracts delivered in a given
state can be made except, where required, with the approval of the Insurance
Commissioner of that state.

REPORTS TO OWNERS

At least annually, we will send you a report that will show your Contract Value,
a summary of transactions, any fees or charges incurred since the last report,
and any other information that may be required. Values will be as of a date
within two months of its mailing.

MISSTATEMENT OF AGE OR SEX

If the age or sex of the Owner or Annuitant has been misstated, we will adjust
the benefits and amounts payable under this contract to those that would have
been paid based upon the corrected age or sex. In the case of an overpayment, we
may either deduct the required amount from future payments under this contract;
or, we may require you to pay us the difference; or we may do both until we are
fully repaid. In the case of an underpayment, we will pay the difference in a
lump sum.

PROOF OF AGE, SEX, OR SURVIVAL

We may require satisfactory proof of correct age and sex when Annuity Payments
begin or when an optional benefit rider is elected. We have the right to require
proof of the life or death of any person on whose life or death determines
whether, to whom, and how much we must pay any benefits under this contract or
optional benefit riders.

DELAY OF PAYMENTS

Generally, we will make payment within seven days from our receipt of the
Written Request in a form satisfactory to us. Payment of amounts from the
Variable Account may be delayed under certain circumstances. These include:

- a closing of the New York Stock Exchange other than on a regular holiday or
weekend;
- a trading restriction by the Securities and Exchange Commission; or
- an emergency declared by the Securities and Exchange Commission.

After making written request and receiving written approval from the Insurance
Commissioner, where required, we reserve the right to delay payments or
transfers from the DCA Fixed Account, Fixed Account, or Guaranteed Term Account
for up to six months after we receive your Written Request.

BASIS OF VALUES

A detailed statement showing how values are determined has been filed with the
state insurance departments. All values and reserves for this contract are at
least equal to those required by the laws of the state in which this contract is
issued.

INCONTESTABILITY

Except for statements made in the application, we will not contest this
contract.

ASSIGNMENT

Unless this contract provides otherwise, you may assign all rights to this
contract during the lifetime of the Annuitant. We will not be bound by any
assignment until we have recorded written notice of it at our home office. We
are not responsible for the validity of any assignment. An assignment will not
apply to any payment or action made by us before it was recorded.

Any proceeds payable to an assignee will be paid in a single sum. Any claim made
by an assignee will be subject to proof of the assignee's interest and the
extent of the assignment. If this contract is issued pursuant to a retirement
plan which receives favorable tax treatments under the provisions of Section
401, 403, 404, 408, 408A, or 457 of the Internal Revenue Code, then it may not
be assigned, pledged, or otherwise transferred except under such conditions as
may be allowed under applicable law.

CLAIMS OF CREDITORS

To the extent permitted by law, no benefit provided by this contract will be
subject to any creditor's claim or process of law.

NON-PARTICIPATING

This contract is non-participating. No dividends will be paid under this
contract.

CONTRACT TERMINATION

This contract will terminate on the earliest of these conditions:

- you withdraw the entire Surrender Value;
- the Owner dies and any death benefit due has been paid;
- Annuity Payments cease.

We may, in our discretion, cancel a contract if you do not make any Purchase
Payments for a period of two or more full Contract Years and both (a) the total
Purchase Payments, less any withdrawals and associated charges, and (b) the
Contract Value are less than $2,000. If such a cancellation takes place, we will
pay the Contract Value to you.

VOTING RIGHTS

If you have Variable Account accumulation or Annuity Units under this contract,
you may direct us with respect to the voting rights of Fund shares held by us
and attributable to this contract where shareholder approval is required by law.

PURCHASE PAYMENTS

FLEXIBLE PURCHASE PAYMENTS

Purchase Payments are credited to the contract on the Valuation Date coincident
with or next following the day they are received in our home office. If they are
received on a day that is not a Valuation Date, those amounts will be credited
on the next Valuation Date.

This is a flexible premium contract and you may choose when to make additional
Purchase Payments. You may make additional Purchase Payments at any time before
the Annuity Commencement Date, while the Owner is still living, and this
contract is in force. We may permit your employer to remit Purchase Payments on
your behalf. Additional Purchase Payments may not be made during periods in
which you are eligible for a withdrawal or surrender without charge due to your
confinement in a hospital or medical care facility or in the event you are
diagnosed with a terminal illness. Eligibility for these benefits is as defined
in the "Withdrawal and Surrender" section of this contract.

AUTOMATIC PAYMENT PLANS

We may permit you to establish an automatic payment plan providing your bank or
other financial institution consents to have your Purchase Payments
automatically withdrawn from your account and paid directly to us.

PURCHASE PAYMENT LIMITATIONS

Total Purchase Payments may not exceed $2,000,000 for the same Owner or
Annuitant without our prior consent. You may have Purchase Payments in only one
DCA Fixed Account option at any given time. The initial Purchase Payment is
shown on page one. Any subsequent Purchase Payments must be at least $500. These
minimums may not apply under certain automatic or group payment plans that may
be established and agreed to by us.

DEDUCTIONS FROM PURCHASE PAYMENTS

Generally, there are no deductions made from the Purchase Payments. However, we
reserve the right to make a deduction from the Purchase Payments for state
premium taxes, where applicable.

ALLOCATION OF PURCHASE PAYMENTS

Purchase Payments are allocated to a DCA Fixed Account option, Guarantee Periods
of the Guaranteed Term Account, or the Sub-Accounts of the Variable Account as
you direct. However, the DCA Fixed Account options are not available under
automatic payment plans. The Fixed Account is not available for Purchase Payment
allocations. You may change your allocation for future Purchase Payments by
Written Request or by telephone where permitted. Purchase Payments received with
incomplete allocation instructions will be returned in full if we cannot credit
them within five valuation days after receipt.

DCA FIXED ACCOUNT

Purchase Payments allocated to a DCA Fixed Account option will be transferred in
approximately equal installments to the Sub-Accounts of the Variable Account
over a specific time period. These transfers allow you to dollar cost average
your Purchase Payments to your selected Sub-Accounts. The time period will be
based on the DCA Fixed Account option you select. Interest will be credited on
amounts in a DCA Fixed Account option at an annual rate at least equal to the
guaranteed interest rate shown on page one.

Additional Purchase Payments may be allocated to the DCA Fixed Account option
elected and will then be transferred out to the designated Sub-Accounts over the
remainder of the existing period. After the end of the period or when all
Purchase Payments and interest in the DCA Fixed Account have been transferred
out, you may allocate additional Purchase Payments to the same or a different
DCA Fixed Account option and a new period will begin.

To the extent permitted by law, we reserve the right at any time to offer DCA
Fixed Account options that differ from those shown on page one. We also reserve
the right at any time to stop accepting new Purchase Payments for a particular
option.

GUARANTEED TERM ACCOUNT

The Guaranteed Term Account provides interest rate Guarantee Periods of
different lengths. The Guarantee Periods available on the Contract Date are
shown on page one. Interest will be credited at an annual rate at least equal to
the guaranteed rate shown on page one. Withdrawals, surrender, amounts applied
to provide Annuity Payments, and transfers from Guarantee Periods prior to the
Renewal Date may be subject to a Market Value Adjustment.

To the extent permitted by law, we reserve the right at any time to offer
Guarantee Periods that differ from those shown on page one. We also reserve the
right at any time to stop accepting new Purchase Payments, transfers, or
renewals for a particular Guarantee Period.

At the end of the Guarantee Period, you may elect the same Guarantee Period, if
available, at the then current interest rate, select a different Guarantee
Period, or transfer to the Sub-Accounts of the Variable Account. The Guarantee
Period for an allocation may not extend beyond the Maturity Date.

If we do not receive instructions from you prior to the Renewal Date of each
Guarantee Period, we will select a Guarantee Period which will be the same as
the one which has just expired. The interest rate applicable to the new
Guarantee Period may be higher or lower than the interest rate that was credited
to the expired Guarantee Period. If, at the time of renewal, a Guarantee Period
of the same length is no longer available, we will select the next shortest
available Guarantee Period. If no Guarantee Period is available that meets these
criteria, we will allocate your value to the Money Market Sub-Account.

VARIABLE ACCOUNT

The Variable Account is made up of Sub-Accounts. Each Sub-Account invests its
assets in a corresponding Fund at the Fund's net asset value. Purchase Payments
are allocated to Sub-Accounts in accordance with your instructions or in
accordance with the terms of this contract. They may also be allocated to any
other Sub-Account that may be established by us under the Variable Account for
contracts of this class.

CONTRACT CHARGES

DEFERRED SALES CHARGE

The deferred sales charge may be assessed upon withdrawal or surrender of
Purchase Payments. It applies during the four-year period following the receipt
of each Purchase Payment. The amount withdrawn plus any deferred sales charge is
deducted from the Contract Value. The amount of the deferred sales charge is
determined from the percentages shown in the table below. For purposes of
determining the amount of deferred sales charge, Purchase Payments will be
withdrawn on a first-in, first-out basis.

YEARS SINCE PURCHASE PAYMENT
----------------------------

Deferred Sales Charge: 0-1 1-2 2-3 3-4 4 AND THEREAFTER
--- --- --- --- ----------------
8% 7% 6% 6% 0%

The amount of the deferred sales charge is determined by: (a) calculating the
number of years each Purchase Payment being withdrawn has been in the contract;
(b) multiplying each Purchase Payment being withdrawn by the appropriate
deferred sales charge percentage from the table; and (c) adding the deferred
sales charge from all Purchase Payments calculated in (b).

WAIVER OF DEFERRED SALES CHARGE

The deferred sales charge will not apply to:

- Amounts payable as a death benefit.
- Amounts applied to provide Annuity Payments under an Annuity Payment
option.
- A withdrawal or surrender requested after the first Contract Anniversary if
you are confined to a hospital or medical care facility as defined in the
"Withdrawal and Surrender" section of this contract.
- A withdrawal or surrender requested after the first Contract Anniversary if
you are diagnosed with a terminal illness as defined in the "Withdrawal and
Surrender" section of this contract.
- A one-time withdrawal or surrender requested after the first Contract
Anniversary if you become unemployed as defined in the "Withdrawal and
Surrender" section of this contract.

- Amounts withdrawn to pay the annual maintenance fee, transfer charge, or
periodic charges for optional benefit riders.
- Amounts withdrawn in any Contract Year that are less than or equal to: 10%
of Purchase Payments not previously withdrawn and received by us during the
current Contract Year plus the greater of:

(a) Contract Value less Purchase Payments not previously withdrawn as of
the most recent Contract Anniversary; or
(b) 10% of the sum of Purchase Payments not previously withdrawn and
received by us within four years as of the most recent Contract
Anniversary.

- Amounts in excess of the free withdrawal described above, withdrawn in any
Contract Year to satisfy the IRS required minimum distribution for this
contract. Applicable contracts include those issued pursuant to a
retirement plan under the provisions of Section 401, 403, 404, 408, or 457
of the Internal Revenue Code.

ANNUAL MAINTENANCE FEE

An annual maintenance fee will apply as shown on page one.

TRANSFER CHARGE

We reserve the right to deduct a transfer charge, not to exceed $10, for each
transfer when such transfer requests exceed twelve per Contract Year. If
applied, this charge will reduce the amount of your transfer.

MORTALITY AND EXPENSE RISK CHARGE

This charge compensates us for the risks we assume in providing mortality
guarantees under this contract and that deductions provided for in this contract
will be sufficient to cover our actual expenses. Actual results incurred by us
will not adversely affect any payments or values under this contract. The charge
is deducted from the Sub-Accounts of the Variable Account at the daily
equivalent of the annual rate shown on page one.

ADMINISTRATIVE CHARGE

The administrative charge compensates us for administrative expenses incurred by
us. The charge is deducted from the Sub-Accounts of the Variable Account at the
daily equivalent of the annual rate shown on page one.

MARKET VALUE ADJUSTMENT

MARKET VALUE ADJUSTMENT (MVA) CALCULATIONS

Amounts withdrawn, surrendered, applied to provide Annuity Payments, or
transferred from the Guarantee Periods of the Guaranteed Term Account prior to
their Renewal Date may be subject to a Market Value Adjustment. The MVA may
increase or decrease the value of the Guaranteed Term Account.

The MVA will be calculated by multiplying the amount withdrawn, surrendered,
applied to provide Annuity Payments, or transferred by the MVA factor. Amounts
will be withdrawn from each Guarantee Period of the Guaranteed Term Account on a
first-in, first-out, basis.

The MVA factor is equal to:

(1+i)
[-----------][TO THE POWER OF (n/12)-1
(1+j+0.0025)

where

i = Swap Rate for the week prior to the date of allocation into the
Guaranteed Term Account for a maturity equal to the Guarantee Period.

j = Swap Rate for the week prior to the date of withdrawal, surrender,
application to provide Annuity Payments or transfer, with a maturity equal
to the number of whole months remaining in the Guarantee Period.

n = the number of whole months remaining in the Guarantee Period.

If a Swap Rate maturity is not available for the necessary period, we will
determine the rate by linear interpolation based on the Swap Rates with maturity
closest to the period being measured. If Swap Rates are no longer available,

we will use an appropriate rate approved by the Insurance Department of the
state having jurisdiction over this contract.

The amount of the MVA will never exceed, in a positive or negative direction,
the excess interest earned on the Guarantee Period from which the withdrawal,
surrender, amount applied to provide Annuity Payments, or transfer is to be
made. For this purpose, excess interest is defined as the dollar amount of
interest earned on each allocation into a Guarantee Period of the Guaranteed
Term Account in excess of interest earned based on the minimum guaranteed
interest rate shown on page one.

WAIVER OF MARKET VALUE ADJUSTMENT

There will be no Market Value Adjustment in the following situations:

- Withdrawals, surrenders, amounts applied to provide Annuity Payments, or
transfers occurring within 30 days immediately following the Renewal Date
of each Guarantee Period.
- Amounts payable as a death benefit.
- Amounts withdrawn to pay the annual maintenance fee or periodic charges for
optional benefit riders.

CONTRACT VALUE

DETERMINATION OF CONTRACT VALUE

Your Contract Value is the sum of your values, determined separately for the DCA
Fixed Account, Fixed Account, each Guarantee Period of the Guaranteed Term
Account, and for each Sub-Account of the Variable Account on any Valuation Date
prior to the Annuity Commencement Date.

IN THE DCA FIXED ACCOUNT, your value is the sum of all Purchase Payments
allocated to a DCA Fixed Account option plus interest, less any transfers,
withdrawals, or amounts applied to provide Annuity Payments from the DCA Fixed
Account option, and any previously applied deferred sales charge or fees.

IN THE FIXED ACCOUNT, your value is the sum of all transfers to the Fixed
Account plus interest, less any transfers, withdrawals, or amounts applied to
provide Annuity Payments from the Fixed Account, and any previously applied
deferred sales charge or fees.

IN THE GUARANTEED TERM ACCOUNT, your value is the sum of all Purchase Payments
and transfers allocated to each Guarantee Period plus interest, less any
transfers, withdrawals, or amounts applied to provide Annuity Payments from that
Guarantee Period, and any previously applied deferred sales charge, fees, or
MVAs.

We will credit interest on values in the DCA Fixed Account, Fixed Account, and
Guaranteed Term Account on a daily basis. Interest will be credited from the
Valuation Date on which a Purchase Payment is applied to the DCA Fixed Account
or Guaranteed Term Account or values are transferred into the Fixed Account or
Guaranteed Term Account until the date of withdrawal, surrender, transfer, or
application to provide Annuity Payments.

IN THE VARIABLE ACCOUNT, your value in each Sub-Account is the current number of
your Accumulation Units multiplied by the Accumulation Unit value.

ACCUMULATION UNITS

The number of Accumulation Units credited with respect to each Purchase Payment
or transfer is determined by dividing the portion of the Purchase Payment or
transfer, respectively, allocated to each Sub-Account by the then current
Accumulation Unit value for that Sub-Account. Once determined, the number of
Accumulation Units will not be affected by changes in the Accumulation Unit
value. However, the total number of Accumulation Units for a Sub-Account will be
affected by future contract transactions including that Sub-Account. Subsequent
Purchase Payments and transfers to each Sub-Account will increase the units of
that Sub-Account. Deductions for annual maintenance fees, periodic charges for
optional rider benefits, deferred sales charge, and transfers, withdrawals, or
amounts applied to provide Annuity Payments, from each Sub-Account will decrease
the units of that Sub-Account.

The Accumulation Unit value may increase or decrease on each Valuation Date. The
amount of any increase or decrease will depend on the net investment experience
of the Sub-Account of the Variable Account during the Valuation Period. The
value of an Accumulation Unit for each Sub-Account is set to an initial value
(e.g., $1.00) on the first Valuation Date. For any subsequent Valuation Date,
its value is equal to its value on the preceding Valuation Date multiplied by
the net investment factor for that Sub-Account for the Valuation Period ending
on the subsequent Valuation Date.

NET INVESTMENT FACTOR

The net investment factor for a Valuation Period is the gross investment rate
for such Valuation Period, less a deduction for the charges to the Variable
Account including any applicable optional benefit riders as shown on page one.

The gross investment rate is equal to:

(a) the net asset value per share of a Fund share held in the Sub-Account
of the Variable Account determined at the end of the current Valuation
Period; plus
(b) the per-share amount of any dividend or capital gain distributions by
the Fund if the "ex-dividend" date occurs during the current Valuation
Period; divided by
(c) the net asset value per share of that Fund share held in the
Sub-Account determined at the end of the preceding Valuation Period.

TRANSFERS

GENERAL TRANSFER INFORMATION

A transfer is a reallocation of amounts under this contract between a DCA Fixed
Account option, Fixed Account, one or more Guarantee Periods of the Guaranteed
Term Account, and the Sub-Accounts of the Variable Account subject to the
limitations described below. You may make transfers by Written Request or, where
permitted, by telephone or other means acceptable to us. Transfers may be
subject to a transfer charge as described in the section of this contract titled
"Contract Charges".

Transfer privileges may be suspended or modified by us at any time. The right to
transfer values among the Sub-Accounts of the Variable Account and the Guarantee
Periods of the Guaranteed Term Account is also subject to modification if we
determine, at our sole discretion, that the exercise of that right by one or
more Owners is, or would be, to the disadvantage of other Owners. Any
modification could be applied to transfers to or from some or all of the
Sub-Accounts of the Variable Account and the Guarantee Periods of the Guaranteed
Term Account. These modifications could include, but not be limited to, the
requirements of a minimum time period between each transfer, not accepting
transfer requests of an agent acting under a power of attorney on behalf of more
than one Owner, limiting the dollar amount that may be transferred between the
Sub-Accounts of the Variable Account and the Guarantee Periods of the Guaranteed
Term Account by an Owner at any one time. We may apply these modifications or
restrictions in any manner reasonably designed to prevent any use of the
transfer right we consider to be to the disadvantage of other Owners.

TRANSFER PROVISIONS BEFORE ANNUITY COMMENCEMENT

Values in a DCA Fixed Account option will be transferred to the Sub-Accounts of
the Variable Account as described in the section of this contract titled
"Purchase Payments". These dollar cost averaging transfers will be made on a
monthly basis unless otherwise agreed to by us. The transfers will occur on a
date we determine. If you terminate the dollar cost averaging transfers for a
DCA Fixed Account option prior to the end of the period, all remaining Purchase
Payments and interest in the DCA Fixed Account will be transferred to the
designated Sub-Accounts as of the Valuation Date coincident with or next
following the date of termination. You may transfer additional amounts from the
DCA Fixed Account to Sub-Accounts of the Variable Account prior to the end of
the period for the DCA Fixed Account option elected. You may not transfer into a
DCA Fixed Account option.

If you elect fixed dollar Annuity Payments, your Contract Value will be
transferred to the Fixed Account as described in the section of this contract
titled "Annuity Payment Benefits." No other transfers may be made to the Fixed
Account.

Transfers from the Guarantee Periods of the Guaranteed Term Account may be made
to any Guarantee Period of the Guaranteed Term Account then being offered or to
any Sub-Account of the Variable Account. Such transfers will be subject to a
Market Value Adjustment as described in the section of this contract titled
"Market Value Adjustment".

You may make transfers among Sub-Accounts of the Variable Account or from the
Variable Account to any Guarantee Periods of the Guaranteed Term Account then
being offered. We will make the transfer based on the Accumulation Unit values
on the Valuation Date coincident with or next following the day we receive the
request at our home office.

TRANSFER PROVISIONS AFTER ANNUITY COMMENCEMENT

During the Annuity Payment period, amounts held as annuity reserves may be
transferred among the variable Sub-Accounts or to the Fixed Account to provide a
fixed Annuity Payment. Amounts held as reserves for the payment of fixed Annuity
Payments may not be transferred to the variable Sub-Accounts.

Unless otherwise agreed to by us, we must receive a Written Request to transfer
amounts held as reserve for Annuity Payments, signed by the Annuitant and Joint
Annuitant, if any, at least 3 days in advance of the date of the Annuity Payment
subject to the transfer. When you request a transfer, it will be effective for
future Annuity Payments. Your transfer will occur as of the Valuation Date
applicable to the next Annuity Payment affected by your request. We will use the
same valuation procedures that we describe to determine an initial variable
Annuity Payment or fixed Annuity Payment. Your Annuity Payment option will
remain the same.

Transfers among Sub-Accounts of the Variable Account will be made on the basis
of Annuity Unit values. The number of Annuity Units from the Sub-Account being
transferred will be converted to a number of Annuity Units in the new
Sub-Account. After this conversion, a number of Annuity Units in the new
Sub-Account will be payable under the elected option. The first payment after
conversion will be of the same dollar amount as it would have been without the
transfer. The number of Annuity Units will be set at that number of units which
are needed to pay that same amount on the transfer date.

Transfers to the Fixed Account to provide a fixed Annuity Payment will be based
upon the adjusted age of the Annuitant and any Joint Annuitant at the time of
the transfer.

XXXXXXXXXX AND SURRENDER

WITHDRAWAL PROVISIONS

At any time before Annuity Payments begin, you may request a partial withdrawal
from the Contract Value. You must make a Written Request for any withdrawals.
The amount of any withdrawal must be for at least $250. We may treat any partial
withdrawal that leaves a Contract Value of less than $1,000 as a complete
surrender of the contract.

In the event of a withdrawal, the Contract Value will be reduced by the amount
requested and any applicable deferred sales charge. In addition, withdrawals
from any of the Guarantee Periods of the Guaranteed Term Account may be subject
to a Market Value Adjustment which may increase or decrease the amount of the
withdrawal. The amount withdrawn may also reflect any required or requested
federal and/or state income tax withholding.

Unless otherwise instructed by you, withdrawals will be made from your values in
a DCA Fixed Account option, Fixed Account, each Guarantee Period of the
Guaranteed Term Account, and each Sub-Account of the Variable Account on a
pro-rata basis relative to your Contract Value. Amounts withdrawn from the DCA
Fixed Account, Fixed Account, and the Guaranteed Term Account will be withdrawn
on a first-in, first-out basis. Withdrawal values will be determined as of the
Valuation Date coincident with or next following the date your Written Request
is received at our home office.

CONTRACT SURRENDER

At any time before Annuity Payments begin, you may surrender this contract for
its Surrender Value. The Surrender Value will be determined as of the Valuation
Date coincident with or next following the date your Written Request is received
at our home office.

The Surrender Value will be paid in a single sum if the contract is surrendered
for its full Surrender Value.

UNEMPLOYMENT WAIVER

At any time after the first Contract Anniversary the deferred sales charge will
be waived for a single withdrawal or surrender of your contract if you become
unemployed. To exercise this benefit, you must apply within 180 days of receipt
of your first unemployment compensation payment. You must provide us with proof,
satisfactory to us, that you have been receiving unemployment benefits for at
least 60 consecutive days. You may also be required to provide proof of your
full-time employment (at least 30 hours per week) as of your Contract Date.

If the Owner, or Annuitant in the case of a contract owned by a non-natural
person, is changed in accordance with the provisions of this contract, a
one-year waiting period will apply before the new Owner or Annuitant is eligible
for this benefit.

HOSPITAL, MEDICAL CARE AND TERMINAL ILLNESS WAIVERS

Deferred sales charge will not apply when:

- A withdrawal or surrender is requested any time after the first Contract
Anniversary if you are confined to a hospital or medical care facility for
at least 90 consecutive days. The request must be made while you are still
confined or within 60 days after the discharge from a hospital or medical
care facility after a confinement of at least 90 consecutive days. Medical
care facility means a facility operated pursuant to law or any state
licensed facility providing medically necessary inpatient care which is:
(a) prescribed by a licensed Physician in writing; and (b) based on
physical limitations which prohibit daily living in a non-institutional
setting.
- A withdrawal or surrender is requested any time after the first Contract
Anniversary if you are diagnosed with a terminal illness. Terminal illness
is a condition: (a) diagnosed by a licensed Physician; and (b) expected to
result in death within 12 months.

For purposes of these provisions, we must receive due proof, satisfactory to us,
of your confinement or terminal illness in writing. These provisions will not
apply to any withdrawal taken prior to the date we receive satisfactory proof.
Physician means: (a) a licensed medical doctor (MD) or a licensed doctor of
osteopathy (DO) practicing within the scope of his or her license; and (b) not
you, the Annuitant or a member of either the Annuitant's or your immediate
family. If the Owner, or Annuitant in the case of a contract owned by a
non-natural person, is changed subject to the provisions of this contract, a
one-year waiting period will apply before the new Owner or Annuitant is eligible
for this benefit.

ANNUITY PAYMENT BENEFITS

ANNUITY COMMENCEMENT DATE

Annuity Payments begin on the Maturity Date shown on page one of this contract,
or on the Annuity Commencement Date, if earlier. If you wish to change the
Annuity Commencement Date, you must notify us in writing at least 30 days before
Annuity Payments are to begin.

ELECTION OF ANNUITY PAYMENT OPTION

You may elect, by Written Request, any one of the Annuity Payment options
described below or any Annuity Payment option offered by us at the time of your
election. Annuity Payments will be payable on a monthly basis unless otherwise
agreed to by us. The Annuity Payment option may not be changed on or after the
Annuity Commencement Date. If no election is provided, Annuity Payments will be
made on the basis of option 2A, a life annuity with a period certain of 120
months.

The following Annuity Payment options are available:

Option 1 - Life Xxxxxxx - Xxxxxxx Payments payable for the lifetime of the
Annuitant, ending with the last payment due prior to the Annuitant's death.

Option 2 - Life Annuity with a Period Certain - Annuity Payments payable for the
lifetime of the Annuitant; provided, if the Annuitant dies before payments have
been made for the entire period certain, those remaining certain payments will
be made to the Beneficiary. The period certain may be for 120 months (Option
2A); for 180 months (Option 2B); or for 240 months (Option 2C).

Option 3 - Joint and Last Survivor - Annuity Payments payable for the joint
lifetimes of the Annuitant and designated Joint Annuitant. The payments end with
the last payment due before the survivor's death.

Option 4 - Fixed Period - Annuity Payments payable for a fixed period of ten to
twenty years. If the Annuitant dies before all payments for the fixed period are
received, payments will continue for the remainder of the fixed period to the
Beneficiary.

ANNUITY CALCULATION AND PAYMENT DATES

You may elect variable Annuity Payments, fixed dollar Annuity Payments, or a
combination of fixed and variable Annuity Payments. If you elect variable
Annuity Payments, your Contract Value will be transferred to your selected
Sub-Accounts as of the date we receive your Written Request electing Annuity
Payments. If you elect fixed dollar

Annuity Payments, your Contract Value will be transferred to the Fixed Account
as of the date we receive your Written Request electing Annuity Payments.

The calculation date of the initial Annuity Payment will be no more than five
valuation days prior to the Annuity Commencement Date. The amount available for
Annuity Payments is the Contract Value adjusted for any applicable Market Value
Adjustment in the Guaranteed Term Account and any applicable premium tax not
previously deducted from Purchase Payments. As of the calculation date, the
amount available for Annuity Payments will be applied to your selected
Sub-Accounts for variable Annuity Payments and to the Fixed Account for fixed
dollar Annuity Payments. Without our prior consent, the maximum amount that may
be applied under this contract for a fixed dollar Annuity Payment is $2,000,000.

If, when Annuity Payments are elected, we are using tables of annuity purchase
rates for this class of contracts that would result in a larger Annuity Payment
than those shown in this contract, we will base the payments on those tables
instead.

FIXED ANNUITY PAYMENTS

The tables in Appendix A show the amount of guaranteed monthly fixed Annuity
Payment that can be provided with each $1,000 of available value. The dollar
amount of each payment depends upon the Annuity Payment option selected, the
adjusted age of any Annuitant and Joint Annuitant, and the amount applied.

VARIABLE ANNUITY PAYMENTS

The tables in Appendix B show the amount of the first monthly variable Annuity
Payment that can be provided with each $1,000 of available value. The dollar
amount of the first payment depends upon the Annuity Payment option selected,
the adjusted age of any Annuitant and Joint Annuitant, the amount applied, and
the Assumed Investment Return.

A number of Annuity Units are determined by dividing this dollar amount by the
then current Annuity Unit value. This determination is made separately for each
Sub-Account of the Variable Account. The number of Annuity Units remains
unchanged during the period of Annuity Payments, except for transfers and in the
case of certain joint Annuity Payment options that provide for a reduction in
payment after the death of an Annuitant.

The dollar amount of the second and later variable Annuity Payments is equal to
the number of Annuity Units determined for each Sub-Account multiplied by the
annuity unit value for that Sub-Account. The payment amount may increase or
decrease. The dollar amount determined for each Sub-Account will be aggregated
for purposes of making payment.

ANNUITY UNIT VALUE

The value of an Annuity Unit for each Sub-Account of the Variable Account will
vary to reflect the investment experience of the applicable Funds. It will be
determined by multiplying:

(a) the value of the Annuity Unit for that Sub-Account as of the preceding
Valuation Date by
(b) the net investment factor for that Sub-Account for the Valuation Date for
which the Annuity Unit value is being calculated; and by
(c) a factor that neutralizes the Assumed Investment Return

MINIMUM PAYMENT

The first payment must be at least equal to the minimum payment amount according
to our rules then in effect. If at any time, payments become less than the
minimum payment amount, we have the right to change the payment frequency to
meet the minimum payment requirements. If any payment amount is less than the
minimum annual payment amount, we may make an alternative arrangement with you.

DEATH BENEFITS

AMOUNT PAYABLE AT DEATH PRIOR TO THE ANNUITY COMMENCEMENT DATE

If any Owner dies before Annuity Payments begin, we will pay the death benefit
of this contract to the Beneficiary. If the Owner of this contract is other than
a natural person, such as a trust or other similar entity, we will pay the death
benefit to the Beneficiary on the death of the Annuitant. The entire value of
the contract must be distributed within five years from the date of death except
as otherwise provided for below.

If there are Purchase Payments or interest remaining in a DCA Fixed Account
option as of the date we are notified of a death, all remaining amounts in the
DCA Fixed Account on the date we are notified will be transferred in a lump sum
to the Money Market Sub-Account.

The Guaranteed Minimum Death Benefit will be the greater of:

(a) the Contract Value; or
(b) the sum of Purchase Payments adjusted pro-rata for any amounts previously
withdrawn.

The value of the Guaranteed Minimum Death Benefit will be determined as of the
Valuation Date coincident with or next following the day we receive due proof of
death at our home office. Any amounts due in excess of the Contract Value will
be paid as a death benefit adjustment and directed into the Guarantee Periods of
Guaranteed Term Account and the Sub-Accounts of the Variable Account based on
the same proportion that each bears to the Contract Value on the date the
benefit is calculated in fulfillment of the death benefit provisions of the
contract.

We will pay the death benefit in a single sum unless another form of settlement
has been requested and agreed to by us as of the date we receive all information
necessary to make payment.

If any portion of the death benefit is payable to your designated Beneficiary
who is NOT your surviving spouse, that Beneficiary may elect an Annuity Payment
option measured by a period not longer than that Beneficiary's life expectancy.
Annuity Payments must begin no later than one year after your death.

If any portion of the contract interest is payable to your designated
Beneficiary who IS your surviving spouse, the surviving spouse shall be treated
as the contract Owner for purposes of: (a) when payments must begin; and (b) the
time of distribution in the event of death. If a surviving spouse elects to
assume his or her deceased spouse's contract, there may be a death benefit
adjustment to the Contract Value for the death of the original Owner. The death
benefit adjustment may only be exercised at the death of the original Owner and
at the death of the first surviving spouse.

AMOUNT PAYABLE AT DEATH ON OR AFTER THE ANNUITY COMMENCEMENT DATE

If the Annuitant dies after Annuity Payments begin, payments will be made
according to the terms of the Annuity Payment option selected. Under Option 2
and 4, the Beneficiary may elect to have the present value of the remaining
period certain payments (commuted value) paid in a lump sum. The commuted value
will be based on the then current dollar amount of one payment and the same
interest rate that served as a basis for the annuity. The remaining value in the
contract must be distributed at least as rapidly as under the Annuity Payment
option in effect as of the Annuitant's death.

PROOF OF DEATH

Proof of any claim under this contract, satisfactory to us, must be submitted in
writing to us at our home office. Generally, we require a certified death
certificate as proof of death. However, in the event that a certified death
certificate is unavailable, we may accept one of the following:

(a) A copy of a certified death certificate.
(b) A copy of a certified decree of a court of competent jurisdiction as to the
finding of death.
(c) A written statement signed by a medical doctor who attended the deceased at
the time of death.
(d) Any other written proof satisfactory to us.

BENEFICIARIES

The death benefit will be payable to the Beneficiary or Beneficiaries as named
in the application for this contract unless subsequently changed by you. To
change the Beneficiary, you must submit a Written Request to us. Such a request
will not be effective until it is recorded in our home office records. After it
has been recorded, it will take effect as of the date you signed the request.
However, it will not apply to any death benefits paid prior to the request being
recorded in our home office records.

Unless you designate otherwise, if a Beneficiary dies, his/her interest in this
contract ends with their death. Only those Beneficiaries who survive will be
eligible to share in a death benefit. If no Beneficiary survives you, we will
pay the death benefit of this contract to the executors or administrators of
your estate.

Minnesota Life Insurance Company, a stock company, is a subsidiary of Minnesota
Mutual Companies, Inc., a mutual insurance holding company. You are a member of
Minnesota Mutual Companies, Inc. which holds its annual meetings on the first
Tuesday in March of each year at 3:00 p.m. local time. The meetings are held at
000 Xxxxxx Xxxxxx Xxxxx, Xx. Xxxx, Xxxxxxxxx 00000-0000.

- FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT

- FIXED OR VARIABLE ANNUITY PAYMENT BENEFITS

- A NONPARTICIPATING CONTRACT

[MINNESOTA LIFE LOGO]

Minnesota Life Insurance Company
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, XX 00000-0000

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Table of Contents

Exhibit 99.4(a)

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