ROTH IRA ENDORSEMENT" ENDORSEMENT APPLICABLE TO ROTH IRA CONTRACTS When issued with this Endorsement, this Contract is a "Roth IRA Contract" which is issued as an individual retirement annuity contract which meets the requirements of Sections 408A and...

                             "XXXX XXX ENDORSEMENT"
                  ENDORSEMENT APPLICABLE TO XXXX XXX CONTRACTS


When issued with this Endorsement, this Contract is a "Xxxx XXX Contract" which
is issued as an individual retirement annuity contract which meets the
requirements of Sections 408A and 408(b) of the Code. It is established for the
exclusive benefit of you and your beneficiaries, and the terms below change, or
are added to, the applicable provisions of this Contract. Also, your entire
interest under the Contract is not forfeitable.

The following apply in addition to or in lieu of corresponding definitions in
the Contract.

1.   ANNUITY COMMENCEMENT DATE (SECTION 1.04):

     You may not choose an Annuity Commencement Date later than our maximum
     maturity age currently age 90, and any period certain you select must
     conform to IRS life expectancy tables in Treas. Reg. Section 1.72-9.

2.   OWNER (SECTION 1.15):

     You must be both the Annuitant and the Owner.

3.   CONTRIBUTIONS (SECTION 3.01 AND 3.02)

     No Contributions will be accepted unless they are in United States cash
     (including checks). We reserve the right to accept electronic cash, which
     meets our specifications.

     We indicate in the Data Pages and in this Item 3 any limits on the type,
     source or amount of Contributions we will accept. Except as otherwise
     indicated in this Item 3 or the Data Pages, we will accept the following
     types of Contributions, discussed below, to this Xxxx XXX Contract: (i)
     "regular" Xxxx XXX contributions; (ii) rollover Contributions from another
     Xxxx XXX; (iii) conversion rollover contributions from a traditional IRA
     ("non-Xxxx XXX"); or (iv) direct custodian-to-custodian transfers from
     another Xxxx XXX.

     Regular Xxxx XXX Contributions. We will not accept regular Xxxx XXX
     Contributions which exceed $2,000 for any taxable year. "Regular" Xxxx XXX
     Contributions are those that are limited to the lesser of your compensation
     (defined for this purpose below) or $2,000 for any taxable year, and for
     which no income tax deduction is allowable. This $2,000 limit does not
     apply to rollover or direct transfer Contributions discussed below which
     meet the requirements of Section 408A of the Code.

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     Regular Xxxx XXX Contribution Limits for Contributions to other IRAs. This
     $2,000 limit applies to all of your regular contributions to all of your
     Xxxx IRAs for a taxable year. Also, if you make regular contributions to
     both Xxxx IRAs and non-Xxxx IRAs for a taxable year, the maximum regular
     contribution that can be made to all of your Xxxx IRAs for that taxable
     year is reduced by the total of all regular contributions made to your
     non-Xxxx IRAs for the taxable year. Pursuant to our procedures then in
     effect, you may recharactererize a regular contribution to a non-Xxxx XXX
     as a regular contribution to this Xxxx XXX Contract within the limits
     discussed in this Item 3.

     Regular Xxxx XXX Contribution Limits Based on Modified Adjusted Gross
     Income. Your Regular Contributions to Xxxx IRAs may be further reduced by
     these modified Adjusted Gross Income (modified "AGI") limits. You cannot
     make Contributions to a Xxxx XXX for a taxable year if your Federal income
     tax return filing status for that year is "married, filing jointly" and
     your adjusted gross income AGI for that year is $160,000 or more. If your
     AGI is between $150,000 and $160,000, the maximum $2,000 Contribution is
     ratably phased out. You cannot make Contributions to a Xxxx XXX for a
     taxable year if your Federal income tax return filing status for that year
     is "single" and your AGI for that year is $110,000 or more. If your AGI is
     between $95,000 and $110,000 the maximum $2,000 Contribution is ratably
     phased out. You cannot make Contributions to a Xxxx XXX for a taxable year
     if your Federal income tax return filing status for that year is "married,
     filing separately" and your AGI for that year is $10,000 or more. If your
     Federal income tax return filing status for a taxable year is "married,
     filing separately", the maximum $2,000 Contribution is ratably phased out
     between AGI of $0 and $10,000. For purposes of this paragraph, modified AGI
     excludes any gross income attributable to the rollover of a non-Xxxx XXX to
     a Xxxx XXX. Also, if your modified AGI for a taxable year is in the
     phase-out range, the maximum regular Xxxx XXX contribution for that taxable
     year is rounded up to the next multiple of $10 and is not reduced below
     $200.

     Definition of Compensation for Purposes of Regular Xxxx XXX Contributions.
     Compensation is defined as wages, salaries, professional fees, or other
     amounts derived from or received for personal services actually rendered
     (including, but not limited to, commissions paid salesmen, compensation for
     services on the basis of a percentage of profits, commissions on insurance
     premiums, tips and bonuses) and includes earned income, as defined in
     Section 401(c)(2) of the Code (reduced by the deduction the self-employed
     individual takes for contributions made to a self-employed retirement
     plan). For purposes of this definition, Section 401(c)(2) of the Code is
     applied as if the term trade or business for purposes of Section 1402
     included service described in subsection (c)(6). Compensation does not
     include amounts derived from or received as earnings or profits from
     property (including but not limited to interest and dividends) or amounts
     not includible in gross income. Compensation also does not include any
     amount received as a pension or annuity or as deferred compensation. The
     term "compensation" includes any amount includible in gross income under
     Section 71 of the Code with respect to a divorce or separation instrument
     described in subparagraph (A) of Section 71(b)(2). If you are married and
     file a joint Federal income tax return with your spouse, and if your spouse
     has greater compensation than you do, you may treat your spouse's
     compensation as your own compensation, but only to the extent that your


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     spouse's compensation is not being used for purposes of the spouse making a
     contribution to a Xxxx XXX or a nondeductible contribution to a non-Xxxx
     XXX.

     Xxxx XXX to Xxxx XXX Rollover Contributions. You may make a qualified
     rollover Contribution as permitted by Sections 408A(e) and 408(d) of the
     Code from another Xxxx XXX. The $2,000 maximum Contribution limit does not
     apply. You may be required to designate the taxable year in which you
     converted any non-Xxxx XXX funds into Xxxx XXX funds.

     Direct Transfer Contributions. You may make a Contribution of a direct
     transfer of funds from another Xxxx XXX under Section 408A of the Code.
     There are no limits on the amount transferred. You may be required to
     designate the taxable year in which you converted any non-Xxxx XXX funds
     into Xxxx XXX funds.

     Non-Xxxx XXX to Xxxx XXX Rollover Contributions ("Conversion Rollover"
     Contributions). If you meet the modified adjusted gross income limits
     specified in Section 408A, you may make a qualified rollover contribution
     as permitted by Section 408A(c)(3)(B) of the Code and Sections 408A(e) and
     408(d)(3) of the Code from another individual retirement plan under Section
     408 of the Code which is not a Xxxx XXX. You cannot make a Conversion
     Rollover Contribution, if for the year the amount is distributed from a
     non-Xxxx XXX you are married and file a separate federal income tax return
     or have a modified AGI of over $100,000. For purposes of this paragraph,
     modified AGI excludes gross income attributable to the non-Xxxx XXX which
     is converted. There are no limits on the amounts of Conversion Rollover
     Contributions. You may be required to designate the year to which such a
     conversion of non-Xxxx XXX funds into Xxxx XXX funds applies.

     A "rollover Contribution" is one permitted by Section 408A(e) and 408(d)(3)
     of the Code, except the one-rollover-per-year rule of section 408(d)(3)(B)
     does not apply if the rollover contribution is from a non-Xxxx XXX.

     No transfer or rollover of funds attributable to contributions made by a
     particular employer under its SIMPLE IRA Plan will be accepted from a
     SIMPLE IRA, prior to the expiration of the 2 year period beginning on the
     date the individual first participated in that employer's SIMPLE IRA Plan.

     If we determine that any Contributions would cause this Contract not to
     qualify under Sections 408A or 408(b) of the Code, we reserve the right to
     either (i) refuse to accept any such Contributions or (ii) apply such
     Contributions to a nonqualified deferred annuity contract or certificate
     for the exclusive benefit of you and your beneficiaries.

4.   DEATH BENEFITS (SECTION 6.01)

     Under either of the two following circumstances, the death benefit
     described in this Contract will not be paid at your death before the
     Annuity Commencement Date, and the coverage under the Contract will
     continue if:


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         1.  You are married at your death and the person named as death
             beneficiary is your surviving spouse; and

         2.  Your surviving spouse elects to become  "Successor Owner and
             Annuitant" of your Contract.

     Also, a death benefit will not be paid under this Section 6.01 if the
     "Beneficiary Continuation Option" under Item 6 of this Endorsement is in
     effect.

5.   BENEFICIARY  (SECTION 6.02) THE THIRD PARAGRAPH OF THE CONTRACT IS
     REPLACED WITH THE FOLLOWING:

     Any part of a death benefit payable for which there is no named
     beneficiary, pursuant to Section 6.02 of the Contract, living at your
     death will be payable to your surviving spouse, if any; if there is no
     surviving spouse, then to your children who survive you, in equal shares,
     if there are no children, then to your estate.

6.   BENEFICIARY CONTINUATION OPTION:

     This Item 6 will apply only if you die before the Annuity Commencement
     Date, and the beneficiary named pursuant to Section 6.02 of the Contract
     is an individual.

     If there is more than one beneficiary, and any beneficiary is not an
     individual, then this Item 6 does not apply, and the death benefit
     described in Section 6.01 of the Contract is payable.

     If this Item 6 applies and there is more than one beneficiary, the Annuity
     Account Value will be apportioned among your beneficiaries as you
     designate pursuant to Section 6.02 of the Contract.

     If the beneficiary qualifies to continue this Contract, and we receive the
     beneficiary's election within 60 days of receipt of proof of your death,
     the beneficiary may continue your Contract pursuant to this Item 6 under
     the terms set forth in (a) through (h) below. Your Contract may be
     continued by one or more beneficiaries (collectively, the "Continuation
     Beneficiary"). If there is more than one beneficiary, the election must be
     provided to us within 60 days by each beneficiary with respect to that
     beneficiary's portion of the Annuity Account Value. For any beneficiary
     who does not so timely elect, we will pay that beneficiary's share of the
     death benefit under Section 6.01 of the Contract in a lump sum.

        a.  the Continuation Beneficiary will automatically  become the
            Annuitant as defined in Section 1.01 of the Contract with respect
            to that Continuation Beneficiary's portion of the Annuity
            Account Value.

        b.  the Continuation Beneficiary will have the same right to transfer
            amounts among the Investment Options as the Annuitant.


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         c.  the Continuation Beneficiary cannot make any additional
             Contributions.

         d.  distributions to the Continuation Beneficiary will be made in
             accordance with requirements described in Item 7 of this
             Endorsement (Minimum Distribution Rules-At Death). If there is more
             than one beneficiary and any Continuation Beneficiary requests
             payment pursuant to Item 7 of this Endorsement, then all
             Continuation Beneficiaries must agree to make this payment
             election. If all Continuation Beneficiaries cannot so agree, then
             we will instead make a complete distribution of your entire
             interest no later than December 31st of the calendar year that
             contains the fifth anniversary of your death. Further, where
             payment under Item 7, numbered paragraph (1) of this Endorsement is
             elected by all Continuation Beneficiaries, the Annuity Account
             Value apportioned to each Continuation Beneficiary is distributed
             based upon the life expectancy of the oldest of the beneficiaries
             designated under Section 6.02 of the Contract, even if that
             individual does not elect to be a Continuation Beneficiary.

         e.  the Continuation Beneficiary may withdraw the Annuity Account Value
             apportioned to such Continuation Beneficiary at any time;
             withdrawals made after we have received a Continuation
             Beneficiary's election to continue this Contract are not subject to
             a withdrawal charge.

         f.  upon the Continuation Beneficiary's death, we will make a lump sum
             payment (other payment options are not available) to the person
             designated by the deceased Continuation Beneficiary to receive that
             deceased Continuation Beneficiary's portion of the Annuity Account
             Value, if any remains.

         g.  the Contract cannot be assigned and must continue in your name for
             benefit of your Continuation Beneficiary.

         h.  if a minimum income benefit under Section 7.08 of the Contract
             and/or a minimum death benefit under Section 6.01 of the Contract
             are in effect upon our receipt of proof of your death, the charges,
             if any, for such benefit(s) will no longer apply and the minimum
             income benefit and the minimum death benefit shall no longer be in
             force.

7.   MINIMUM DISTRIBUTION RULES - AT DEATH (SECTIONS 6.01 AND 6.02):

     No amount is required to be distributed prior to your death.

     At your death distribution of your entire interest will be completed no
     later than December 31 of the calendar year containing the fifth
     anniversary of your death, except to the extent that an election is made
     to receive distributions after your death in accordance with the following
     alternate form of distribution in (1) or (2) below:



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         (1)  If your interest is payable to a designated beneficiary, then
              your entire interest may be distributed over the life of, or
              over a period certain not greater than the life expectancy of,
              the designated beneficiary. Such distributions must commence
              on or before December 31 of the calendar year immediately
              following the calendar year of your death.

         (2)  If the designated beneficiary is your surviving spouse, the
              date that distributions are required to begin in accordance
              with (1) above shall not be earlier than the later of (a)
              December 31 of the calendar year immediately following the
              calendar year of your death or (b) December 31 of the calendar
              year in which you would have attained age 70 1/2.

     If the designated beneficiary is your surviving spouse, and a Successor
     Annuitant and Owner option (described above in this Endorsement under Item
     4 Death Benefits) is elected, the distribution of your interest need not be
     made until after your surviving spouse's death.

     Payments required under (1) or (2) above must be made at intervals of no
     longer than 1 year and must be either non-increasing or increasing only as
     provided in Q & A F-3 of Section 1.401 (a)(9)-1 of the proposed Treasury
     Regulations.

     For purposes of determining the "period certain" referred to above, life
     expectancy is computed by use of the expected return multiples in Table V
     of Treasury Regulation Section 1.72-9. If your surviving spouse is the
     designated beneficiary and does not elect the Successor Annuitant/Owner
     feature by the time distributions are required to begin, the surviving
     spouse's life expectancy will be recalculated annually. Such election will
     be irrevocable by the surviving spouse and will apply to all subsequent
     years. In the case of any other designated beneficiary, life expectancies
     will be calculated using the attained age of such beneficiary during the
     calendar year in which distributions are required to begin, pursuant to
     this Section, and payments for any subsequent calendar year will be
     calculated based on such life expectancy reduced by one for each calendar
     year which has elapsed since the calendar year life expectancy was first
     calculated.

8.   ANNUITY BENEFITS (PART VII):

     This Contract will begin to pay out as an Annuity for your life on the
     Annuity Commencement Date you select on the application unless you indicate
     to us another form of payment before such payments commence. If you or your
     beneficiary designated under Section 6.02 of the Contract selects a period
     certain form of payment, no period certain can be longer than applicable
     life expectancy under IRS tables in Treasury Regulations Section 1.72-9.

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9.   GENERAL PROVISIONS  (PART IX)

     TERMINATION OF CONTRACT

     If this Contract fails to qualify as a Xxxx individual retirement annuity
     under Sections 408A(b) and 408A of the Code, we will have the right to
     terminate the Contract. We may do so, upon receipt of notice of such fact,
     before the Annuity Commencement Date. In that case, we have the right to
     pay the Annuity Account Value less a deduction for the part which applies
     to any Federal income tax payable by you which would not have been payable
     with respect to a Xxxx individual retirement annuity which meets the terms
     of Sections 408A and 408(b) of the Code. However, we may also, at your
     request, transfer the Annuity Account Value to a another annuity contract
     issued by an affiliate, subsidiary or us.

     REPORTS AND NOTICES

     We will send you a report as of the end of each calendar year showing the
     status of the Contract and any other reports required by the Code.

     ASSIGNMENTS, NONTRANSFERABILITY, NONFORFEITABILITY.

     You may not transfer this Contract.

     Your rights under this Contract may not be assigned, pledged or transferred
     except as permitted by law. You may not name a new Owner, except as
     described in this Endorsement in relation to Death Benefits.


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