PRUDENTIAL THE PRUDENTIAL
INSURANCE COMPANY
OF AMERICA
agrees to pay the benefits provided under this contract in accordance with and
subject to its terms.
Contract-Holder:
In connection with the Optional Retirement Program of the
Contract-Holder or another employer (Program)
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Effective Date: Group Annuity Contract Number:
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Eligible Classification: Each person
employed by the Contract-Holder eligible
under the Program
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Provisions and Schedules Jurisdiction:
attached:
Provision I, II, III, IV, V, VI, VII
and VIII
Schedules A,B,C,D and E Texas
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THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By:
----------------------------
Title: President /s/
Date: Secretary /s/ Xxxxxxxx X. Xxxxxxxx
--------------------------
Attest
-----------------------
Date:
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Group Annuity Contract providing for contributions on account of Participants.
Annual determination of participation in divisible surplus. All subject to the
provisions of this contract.
NOTICE - ALL CONTRACTUAL VALUES OR PAYMENTS PROVIDED BY THIS CONTRACT, WHEN
BASED ON THE INVESTMENT RESULTS OF A PRUDENTIAL SEPARATE ACCOUNT DESCRIBED IN
THIS CONTRACT, ARE VARIABLE, SUBJECT TO CHANGE BOTH UP AND DOWN, AND ARE NOT
GUARANTEED AS TO DOLLAR AMOUNT.
19081
GVA-7454
TABLE OF CONTENTS
PROVISION Serial Page
I. CONTRIBUTIONS - ACCOUNTS - CHARGES
1.1 Contributions. . . . . . . . . . . . . . 100
1.2 Participant's Accounts . . . . . . . . . 100
1.3 Annual Account Charge. . . . . . . . . . 110
1.4 Reports. . . . . . . . . . . . . . . . . 110
II. INVESTMENT ACCOUNT - UNIT VALUES - COMMITTEE
2.1 The Prudential Variable Contract
Account-11 (VCA-11). . . . . . . . . . . 200
2.2 VCA-11 Unit Value. . . . . . . . . . . . 200
2.3 VCA-11 Committee . . . . . . . . . . . . 210
III. WITHDRAWALS AND TRANSFERS - DEATH PAYMENTS
FORFEITURES -- CREDITS
3.1 Participant's Withdrawals. . . . . . . . 300
3.2 Death Payments . . . . . . . . . . . . . 300
3.3 Transfers between Related Contracts. . . 310
3.4 Transfers to Another Funding Agent . . . 310
3.5 Transfers Involving a Similar Contract
of Another Employer. . . . . . . . . . 320
3.6 Forfeiture of Employer Contributions . . 330
3.7 Credit to the Contract-Holder. . . . . . 330
IV. ANNUITIES
4.1 Annuity Elections. . . . . . . . . . . . 400
4.2 Annuity - Single Sum Payment Combination 400
4.3 Small Annuities and Accounts . . . . . . 400
4.4 Terms of Payment of Annuities. . . . . . 400
4.5 Payees . . . . . . . . . . . . . . . . . 410
V. CHANGES
5.1 Changes by Prudential. . . . . . . . . . 500
5.2 Changes by Agreement . . . . . . . . . . 500
5.3 Changes to Conform to Law. . . . . . . . 500
5.4 Persons Empowered to Act for Prudential. 500
VI. DISCONTINUANCE - TERMINATION OF CONTRACT
6.1 Discontinuance of Establishing Participants'
Accounts . . . . . . . . . . . . . . . 600
6.2 Discontinuance of Contributions under
this Contract. . . . . . . . . . . . . 600
6.3 Termination of Contract. . . . . . . . . 600
VII. GENERAL TERMS
7.1 Contract-Holder. . . . . . . . . . . . . 700
7.2 Communications . . . . . . . . . . . . . 700
7.3 Place of Payment -- Currency . . . . . . 700
7.4 Information -- Records . . . . . . . . . 710
7.5 Misstatements. . . . . . . . . . . . . . 710
7.6 Beneficiary. . . . . . . . . . . . . . . 710
GVA-7454
TC-100 (11)
TABLE OF CONTENTS
(Continued)
Provisions Serial Page
7.7 Divisible Surplus . . . . . . . . . . . . 720
7.8 Limit on Assignment . . . . . . . . . . . 720
7.9 Certificates. . . . . . . . . . . . . . . 720
7.10 Entire Contract -- Construction . . . . . 720
VIII. SPECIAL MODIFICATIONS FOR TEXAS CONTRACTS 800
SCHEDULES
Schedule A. Forms of Annuity which may be Purchased A-100
Schedule B. Life Annuity . . . . . . . . . . S-100
Schedule C. Life - Payment Certain Annuity . S-100
Schedule D. Life - Contingent Annuity. . . . S-100
Schedule E. Payment Certain Annuity. . . . . S-100
GVA-7454
TC-110 (TX)
Provision I. CONTRIBUTIONS - ACCOUNTS - CHARGES:
1.1 CONTRIBUTIONS:
(a) Regular Contributions:
The contributions which are payable under this contract for a
Participant are 1) "Salary Contributions", the payments made for him by
his employer pursuant to a Salary-Annuity Agreement and 2) "Employer
Contributions", the payments made for him by the Employer under the
Program in addition to the Salary Contributions, and directed by the
Participant for payment hereunder. Contributions will be transmitted by
the Contract-Holder or the employer.
A Participant is a person for whom contributions have been paid under
this contract and whose Participant's Account (see section 1.2) has not
been cancelled.
A Salary-Annuity Agreement is an agreement between an employee in an
Eligible Classification and his employer. It is also an agreement
between a Participant who has ceased to be an employee in an Eligible
Classification and his new employer. Under the Agreement, the employer
agrees to pay amounts in each year to purchase an annuity for the
employee meeting the conditions of Section 403(b) of the Federal
Internal Revenue Code.
(To save words, male pronouns are used in this contract to refer to
both men and women.)
(b) Rollover Contributions:
An amount which qualifies as a rollover contribution pursuant to the
Federal Internal Revenue Code may be transferred to and paid under this
contract as a contribution for a Participant. Prudential may require
proof that the amount paid so qualifies.
1.2 PARTICIPANT'S ACCOUNT:
Prudential will establish a "Participant's Account" for each person for
whom a contribution is paid under this contract. This Account is
expressed in Units of the separate investment account described in
section 2.1.
A number of Units will be added to the Participant's Account on each
day a contribution is received by Prudential for the Participant. This
number is determined by dividing the dollar amount of the contribution
by the Unit Value for the day the contribution is received (see section
2.2 for a description of the Unit Value). A number of Units will be
subtracted from the Participant's Account on each day on which a
withdrawal is made from his Account. This number is equal to the number
requested for withdrawal or, if applicable, the number determined by
dividing the dollar amount to be withdrawn by the Unit Value for the
day of withdrawal.
A Participant's Account is the sum of the Units added to it, less the
sum of the Units subtracted from it. The dollar value of a
Participant's Account as of any day is the product of the number of
Units in his Account at the close of business on that day and the Unit
Value for that day.
A Participant has a non-forfeitable interest in the Salary
Contributions in his Account. A Participant has a non-forfeitable
interest in the Employer Contributions in his Account as of the start
of the second consecutive year of participation in the Program. The
Account is subject to charges described later.
GVA-7454
Serial 100 1.1-1.2
1.3 ANNUAL ACCOUNT CHARGE:
On the last business day (see section 2.2) of each calendar year an
amount will be withdrawn from each Participant's Account equal to the
Annual Account Charge. Also, on any other day on which a Participant's
Account is cancelled, an amount will be withdrawn from his Account equal
to the Annual Account Charge. However, no Charge will be withdrawn if the
Participant's Account is being cancelled on a January 1 to purchase an
annuity for him under this contract.
The Annual Account Charge is $20 for the first year it is withdrawn from
a Participant's Account. For every other year it is $15.
A Participant may have an Account for Program payments under another
group annuity contract issued to the Contract-Holder by Prudential (a
"companion contract"). If so, the total Annual Account Charge that
applies to all his Accounts will not exceed the amount shown above. This
charge will be shared among his Accounts as Prudential determines. Also,
no charge will be withdrawn from his Account under this contract when it
is cancelled unless no amounts remain in an Account for him under a
companion contract.
In addition to the Annual Account Charge, a charge may be made upon a
Participant's withdrawal (see section 3.1).
The Charge may be changed as provided in section 5.1.
1.4 REPORTS:
Prudential annually will furnish a report with respect to each
Participant's Account which has not been cancelled. The report will show
the status of each Account as of the date of the report.
GVA-7454
Serial 110 1.3-1.4
Provision II. INVESTMENT ACCOUNT - UNIT VALUES - COMMITTEE:
2.1 THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT - 11 (VCA-11):
VCA-11 is a separate investment account of Prudential established
pursuant to a resolution adopted by its Board of Directors. The
resolution provides that this account is to be used for contracts which
state that certain payments and values under them will vary to reflect
the investment results of this account.
The investments held in VCA-11 are intended to be composed of high-grade
money market instruments. Prudential will invest and reinvest the assets
held in VCA-11 in accordance with the investment objectives and policies
established for it.
The total value of the assets held in VCA-11 at all times will be
at least equal to the total reserve liability required by law for all
payments or values which vary in dollar amount to reflect the investment
results of VCA-11. Assets held in VCA-11 equal in market value to that
reserve liability will be held for the sole benefit of all contracts
which participate in VCA-11. The amount, if any, by which the total
market value exceeds the total reserve liability will be subject to the
exclusive control of Prudential. Thus, Prudential may from time to time
make transfers between VCA-11 and its other investment accounts as, in
its judgment, experience warrants. A transfer will not affect
Prudential's contractual liabilities under this contract.
2.2 VCA-11 UNIT VALUE:
The VCA-11 Unit Value for any Business Day is the dollar value of one
VCA-11 Unit for that Business Day. ("Business Day" means a day the New
York Stock Exchange is open for trading.) The initial VCA-11 Unit Value
was $1.00. The VCA-11 Unit Value for any subsequent Business Day is
determined as of the end of that Business Day by multiplying the VCA-11
Unit Change Factor for that Business Day by the VCA-11 Unit Value for the
immediately preceding Business Day. The VCA-11 Unit Value for any day
which is not a Business Day is equal to the VCA-11 Unit Value for the
next Business Day. The VCA-11 Unit Value will go up or down in accordance
with the VCA-11 Unit Change Factor described below.
To determine the VCA-11 Unit Change Factor for any Business Day,
Prudential will proceed as follows:
(a) Increase $1.00 by the rate of investment results of VCA-11 for
that Business Day, taking into account investment income and
changes in the value of investments after provision for taxes
applicable to contracts of this class arising from the operation
of VCA-11.
(b) Subtract from the result found in (a) the VCA-11 Investment
Management Fee per 1.00 at the effective annual rate of 0.25% for
the number of calendar days in the period from the end of the
prior Business Day to the end of the current Business Day. The
aggregate amount by which VCA-11 is reduced in each year by the
Investment Management Fee will be deducted from investment income
to the extent possible; any balance will be deducted from
principal.
GVA-7454 (11)
Serial 200 2.1-2.2
(c) Provide for the Administrative Expense Charge at the effective
annual rate of 0.75%, against the assets of VCA-11. To do so, the
result found in (b) is divided by 1.00 increased at the effective
annual rate of 0.75% for the number of calendar days in the
period from the end of the prior Business Day to the end of the
current Business Day.
The result found in (c) is the VCA-11 Unit Change Factor for that
Business Day.
Prudential may, upon notice to the Contract-Holder and Participants,
change the basis for determining the Unit Value. The changed basis would
be one designed to maintain a constant Unit Value, with investment
results being reflected through the number of Units in Participants'
accounts.
This section may be changed as provided in section 5.1.
2.3 VCA-11 COMMITTEE:
The operation of VCA-11 will be supervised by The Prudential VCA-11
Committee (the "Committee"). The initial Committee members will be
appointed by Prudential. Thereafter, members will be elected by the
Participants.
GVA-7454 (11)
Serial 210 2.3
Provision III. WITHDRAWALS AND TRANSFERS-DEATH PAYMENTS-FORFEITURES-CREDITS:
3.1 PARTICIPANT'S WITHDRAWAL:
A Participant may, subject to written authorization from the Contract-
Holder, make withdrawals from the non-forfeitable part his
Participant's Account. The minimum withdrawal is $500, or the dollar
value of the non-forfeitable part of his Account if smaller. Payment
to the Participant will normally be made within seven days of
Prudential's receipt of the Contract-Xxxxxx's authorizations for it.
However, it may be paid at a later day if permitted under the
Investment Company Act of 1940.
The amount paid to the Participant will be the dollar amount withdrawn
less the withdrawal charge determined from the following table and the
Annual Account Charge if it applies. The amount payable is also
referred to as the "Withdrawal Value".
TABLE
Withdrawals made in the months
indicated, counting from the day
the Participant's Account was Withdrawal Charge per $1.00
established* being withdrawn.**
--------------------------------- ---------------------------
First 24 months $0.07
Next 36 months 0.06
Next 60 months 0.04
Next 60 months 0.03
Thereafter 0.00
*Or, if earlier, the day an Account was established for him under a
companion contract (or under a similar contract if section 3.5 applies).
**No charge is made after the amount withdrawn equals the contributions
made for the Participant.
The withdrawal charge is also deducted from a Participant's Account if an
annuity is purchased for him under this contract during the first 36 months
from the day an Account was established for him. The earliest of the days
an Account was established for him under this contract, under a companion
contract or under a similar contract if section 3.5 applies will be used in
counting the 36 months.
As of the first day no amounts remain in a Participant's Account or in an
Account for him under a companion contract, his Account is cancelled.
This section may be changed as provided in section 5.1.
3.2 DEATH PAYMENTS:
If a Participant dies before his Participant's Accounts has been cancelled,
the dollar value of the non-forfeitable part of his Account will be paid to
his Beneficiary (see section 7.6). The payment will be made in one sum
unless the Participant has directed Prudential to purchase an annuity for
the Beneficiary. Instead of a one sum payment, the Beneficiary may elect to
have the dollar value of the Participant's Account applied to purchase an
annuity. Written authorization from the Contract-Xxxxxx and proof of the
Participant's death must be received from Prudential before any payment
will be made.
GVA-7454
Serial 300 3.1-3.2
The Beneficiary's annuity election must be made before the first
anniversary for the Participant's death or, if later, the day two months
after Prudential's receipt of both written authorization from the Contract-
Xxxxxx and proof of death. The annuity form may be any of those described
in section 4.4. If annuity payments are to start at a future date, the
Participant's Account will be maintained for the Beneficiary in the same
manner as for the Participant. The date for payments to start must be on or
before the Beneficiary's 70th birthday or, if later, within two months
after he elects the annuity. No contributions may be made to the Account
after the Participant's death.
If a one sum payment is made to the Beneficiary within one year of the
Participant's death, it will be at least equal to the contributions made
for him under this contract less any withdrawals and transfers.
As of the first day no amounts remain in the Participant's Account or in an
Account for the Beneficiary under a companion contract, the Participant's
Account is cancelled. Section 3.1 does not apply.
3.3 TRANSFERS BETWEEN RELATED CONTRACTS:
A Participant may transfer an amount from his Participant's Account to an
Account maintained for him under a companion contract. The minimum
withdrawal to provide a transfer is $500, or the dollar value of his
Account if smaller. The transfer will normally be made within seven days of
Prudential's receipt of his request for it. Section 3.1 does not apply to
a withdrawal for this purpose. Transfers are deemed to be made first from
the contributions paid for the Participant. Investment income is
transferred when there are no longer any contributions in the
Participant's Account.
Amounts may be transferred to this contract from a companion contract. An
amount transferred to this contract for a Participant will be treated as
though it were a contribution made for him (see section 1.2). However in
determining any withdrawal charge, any part of the amount transferred which
is investment income will not be considered as a contribution.
Prudential may, upon notice to the Contract-Holder and Participants, limit
the frequency of transfers. This action will take effect on the date of the
notice.
This section may be changed as provided in section 5.1.
3.4 TRANSFERS TO ANOTHER FUNDING AGENT:
(a) At the Request of a Participant and subject to written authorization
from the Contract-Xxxxxx:
The Withdrawal Value of a Participant's Account may be transferred to
an annuity contract which meets the conditions of Section 403(b) of
the Federal Internal Revenue Code and is provided by another financial
institution. The transfer may be made directly to that institution or
by a payment (or payments) to the Participant who then makes payment
to the institution. The transfer will normally be made within seven
days after Prudential's receipt of both the transfer request and
written authorization from the Contract-Holder.
The transfer will be a full settlement of Prudential's liability for
the Participant's Account.
GVA-7454
Serial 310 3.3-3.4
(b) At the Contract-Xxxxxx's Request:
The Contract-Holder may request Prudential to make transfer
payments to a funding Agent named in the request. The
transfer payment will be made on the Transfer Date. The Transfer
Date is the later of the day specified in the request and the
90th day after its receipt by Prudential.
Prudential will promptly notify each Participant, and each
Beneficiary of a deceased Participant whose Account has not been
cancelled, that the request has been received. Each notified
person may elect, within 30 days following his receipt of the
notice from Prudential, to have his Account cancelled and
included in the transfer payment to be made. Each person who does
not make this election will have his Account retained under this
contract pursuant to its terms.
All Accounts of Participants and Beneficiaries who make
the election will be cancelled as of the Transfer Date.
A single liquidation account will be established equal
to the sum of the Withdrawal Values expressed in Units
of the cancelled Accounts. (For this purpose, the
Withdrawal Values are determined as if the entire
Account of each Participant is non-forfeitable.)
On the Transfer Date Prudential will withdraw the Units from the
liquidation account. The product of the number of Units
withdrawn and the Unit Value for the day of withdrawal will be
transferred within seven days thereafter.
Instead of making the transfer payment in cash, Prudential may
make all or a part of it in the form of securities representing a
uniform percentage of each holding of the separate investment
account described in section 2.1.
The Contract-Holder may notify Prudential that this section
3.4(b) is to be inoperative.
This section may be changed as provided in section 5.1.
3.5 TRANSFERS INVOLVING A SIMILAR CONTRACT OF ANOTHER EMPLOYER:
A Participant may cease to be employed by an employer who pays
contributions under this contract. He may become employed by an employer to
whom Prudential has issued a contract similar to this contract. If so, that
Participant may, subject to written authorization from the
Contract-Xxxxxx, request a transfer to that similar contract from this
contract. The transfer will normally be made within seven days of both
receipt of the request and authorization. The dollar value of the
non-forfeitable part of the of the Participant's Account will be the
amount transferred. The Account will be cancelled.
Also, this contract will accept a transfer from a contract similar to this
contract for a person covered thereunder who becomes employed by an
employer who pays contributions under this contract. The transferred amount
will be treated as a contribution paid for that person. However, (a) in
determining any withdrawal charge, any part of the transferred amount which
is investment income will not be considered a contribution, and (b) the
transfer is subject to written authorization from the Contract-Holder.
This section may be changed as provided in section 5.1.
GVA-7454
Serial 320 3.5
3.6 FORFEITURE OF EMPLOYER CONTRIBUTIONS
If Prudential receives notice from the Contract-Holder that a Participant
is to forfeit the portion of his Participant's Account attributable to
Employer Contributions, Prudential will reduce the Participant's Account by
the number of Units attributable to Employer Contributions.
3.7 CREDIT TO THE CONTRACT-HOLDER:
The dollar amount of the Employer Contributions made under this contract,
if a forfeiture occurs as provided in section 3.6, will be returned
to the Contract-Holder within 15 days of receipt of the notice of
forfeiture.
GVA-7454
Serial 330 3.6 3.7
Provision IV. ANNUITIES:
4.1 ANNUITY ELECTIONS:
A Participant may, upon notice to Prudential and subject to written
authorization from the Contract-Holder, elect to have the non-forfeitable
part of his Participant's Account applied to purchase an annuity for him.
The Withdrawal Value of the Account will be applied if the purchase is made
during the first 36 months from the day an Account was established for him.
The earliest of the days an Account was established for him under this
contract, under a companion contract or under a similar contract if section
3.5 applies will be used in counting the 36 months. If the purchase is
made after the 36 months, the dollar value of the non-forfeitable part of
his Account will be applied. The schedule of annuity purchase rates that
applies is determined from Schedule A. The monthly amount of any annuity is
determined from the schedule of purchase rates for that annuity.
As of the first day no amounts remain in the Participant's Account or in an
Account for him under a companion contract, his Account is cancelled.
If the Participant's Account has not been cancelled before the month in
which he reaches age 75, a 120 monthly Payment Certain annuity will be
purchased for him at the beginning of that month (see section 4.4).
4.2 ANNUITY - SINGLE SUM PAYMENT COMBINATION:
A Participant may, subject to written authorization from the Contract-
Holder, elect that only a portion of his Participant's Accounts be applied
to purchase an annuity with the balance being paid in a single sum. The
first portion will be subject to section 4.1 and the balance to section
3.1.
4.3 SMALL ANNUITIES AND ACCOUNTS:
If the total monthly amount of annuity which would otherwise be purchased
on behalf of any person under this contract and the companion contracts is
less than $50, Prudential may, in lieu of an annuity under this contract,
make payment in a single sum. The single sum will be equal to the amount
that would otherwise be applied to purchase an annuity as described in
section an 4.1.
If no contributions have been made under this contract or any companion
contract for a Participant for a period of 24 months and the dollar value
of his Accounts under all the contracts is $1,000 or less, Prudential may
cancel his Account under this contract. If the Account is cancelled, the
dollar value of its non-forfeitable part will be paid to the Participant
unless he directs payment to a named financial institution. The Annual
Account Charge will be made only if no Account remains for him under a
companion contract.
4.4 TERMS OF PAYMENT OF ANNUITIES:
Life annuities and Payment Certain annuities are available under this
contract. A Life form of annuity is one payable at least during the
lifetime of the person (referred to as the "Annuitant") for whom it was
purchased. Depending upon the existence and nature of any payment payable
after the death of the Annuitant, a Life annuity may also be any one of the
following forms: Life - Payment Certain, Life - Contingent, or Life -
Payment Certain Contingent annuity. A Payment Certain form of annuity may
be payable for a period less than the lifetime of the person for whom the
annuity was purchased. The terms of payment of each form of annuity are
described below.
(a) Life Form of Annuity:
The first monthly payment of any Life form of annuity is payable on
the date the annuity is purchased. Monthly payments are payable on
the first day of each month thereafter throughout the Annuitant's
remaining lifetime. The last monthly payment is payable for the
month in which his death occurs.
GVA-7454 4.1-4.4
Serial 400
If the LIFE - PAYMENT CERTAIN form of annuity is payable, then, if the
Annuitant dies before the number of annuity payments made equals the number
of Payments Certain applicable to him, monthly annuity payments will be
continued until the total number of payments is so equal. These continued
annuity payments will each be in the same amount as was payable to the
Annuitant. The number of Payments Certain is established when the annuity
is purchased and may be 60, 120, 180, 240, or any other number accepted by
Prudential.
If the LIFE - CONTINGENT ANNUITY form of annuity is payable, then, if the
Annuitant dies before the death of his Contingent Annuitant, monthly
Contingent Annuity payments will become payable. The first payment of the
Contingent Annuity will be payable on the first day of month following the
month in which the Annuitant's death occurs. Monthly Contingent Annuity
payments are payable on the first day of each month thereafter throughout
the Contingent Annuitant's remaining lifetime. The last monthly payment is
payable for the month in which his death occurs. The amount of each
monthly Contingent Annuity payment will be a percentage of the monthly
annuity payment payable before the Annuitant's death. The percentage is
established when the annuity is purchased and may be 33 1/3%, 50%, 66 2/3%,
or 100%, or any other percentage accepted by Prudential. Under a Life -
Payment Certain Contingent annuity, a percentage payment will not take
effect until the end of the selected Payment Certain period.
(b) Payment Certain Annuity:
The-first monthly payment of a Payment Certain annuity is payable on
the date the annuity is purchased. Monthly payments are payable on
the first day of each month thereafter until the total number of
Payments Certain specified when the annuity was purchased has been
paid. The number of Payments Certain may be 60, 120, 180, 240, or
any other number accepted by Prudential.
Other forms of annuity payments may be provided with the consent of
Prudential.
No form of annuity will be purchased which provides for payments:
(i) to a Beneficiary or a Contingent Annuitant who is not the
Annuitant's spouse if a present value calculation shows that the
Annuitant's expected payments will not be more than 50% of all
the expected annuity payments, or
(ii) to a Contingent Annuitant which are greater in monthly amount
than the payments to the Annuitant.
4.5 PAYEES:
Each annuity payment will be made to the Annuitant, Contingent Annuitant or
Beneficiary entitled to receive it.
GVA/GAA-7454/7453
Serial 410 4.5
Provision V. CHANGES:
5.1 CHANGES BY PRUDENTIAL:
Prudential may make changes in this contract as follows:
(a) The Annual Account Charge and the table of withdrawal charges may be
changed periodically on and after the second anniversary of the
Effective Date.
(b) The effective annual rate of the Administrative Expense Charge and the
terms and amounts (excluding the withdrawal charge table) of
withdrawals and transfers pursuant to Provision III may be changed
periodically on and after the fifth anniversary of the Effective Date.
(c) The schedules of annuity purchase rates may be changed periodically on
and after the tenth anniversary of the Effective Date.
Any change in the table of withdrawal charges and in Schedule E will apply
only to amounts added to Participants' Accounts on and after the date the
change takes effect. Any other change will apply to amounts in
Participants' Accounts whether added before or on and after the date the
change takes effect. Any change in the schedules of annuity purchase rates
will remain in effect for at least ten years.
Any change in accordance with this section will be made by giving notice to
the Contract-Holder at least 90 days before the date on which the change is
to take effect. Notice of changes, other than in the schedules of purchase
rates, will also be given to Participants.
5.2 CHANGES BY AGREEMENTS:
This contract may also be changed in any respect at any time or times by
agreement between the Contract-Holder and Prudential.
5.3 CHANGES TO CONFORM TO LAW:
Prudential may change this contract as, in its discretion, it deems
appropriate to satisfy the requirements of any law or regulation
administered by a governmental agency.
5.4 PERSONS EMPOWERED TO ACT FOR PRUDENTIAL:
No agent or other person except one of the following officers of Prudential
may change this contract or bind Prudential.
Chairman and Chief Executive Officer Associate Actuary
President Secretary
Vice President Assistant Secretary
Actuary
GVA-7454
Serial 500 5.1-5.4
Provision VI. DISCONTINUANCE - TERMINATION OF CONTRACT:
6.1 DISCONTINUANCE OF ESTABLISHING PARTICIPANTS' ACCOUNTS:
Prudential may notify the Contract-Holder that on and after a specified
date no new Participants' Accounts will be established under this contract.
The specified date may not be earlier than [90 days] after the date of the
notice. Thereafter, only contributions for persons who are Participants on
the specified date will be accepted hereunder. In all other respects this
contract will continue to operate in accordance with its terms.
6.2 DISCONTINUANCE OF CONTRIBUTIONS UNDER THIS CONTRACT:
Contributions under this contract will be discontinued with respect to all
Participants:
(a) at any time after receipt by Prudential of notice thereof from the
Contract-Holder,
(b) as of a date at least 90 days after notice to the Contract-Holder by
Prudential that no further contributions will be accepted hereunder.
After discontinuance the contract will continue to operate in accordance
with its terms with respect to Participants' Accounts.
6.3 TERMINATION OF CONTRACT:
This contract will terminate when all the following have occurred:
(a) no further contributions may be paid under this contract;
(b) no Participant's Account remains uncancelled; and
(c) no further annuity or transfer payments are payable from this
contract.
GVA/GAA-7454/7453
Serial 600 6.1-6.3
Provision VII. GENERAL TERMS:
7.1 CONTRACT-HOLDER:
Prudential will normally deal only with the Contract-Holder. However,
Prudential and the Contract-Holder may agree to do otherwise. Also, in some
cases the contract calls for dealing with another. Prudential will be
entitled to rely on any action taken or omitted by the Contract-Holder
pursuant to the terms of this contract.
The Contract-Holder may, from time to time, delegate to an agency certain
administrative powers and responsibilities which this contract assigns to
the Contract-Holder. Prudential is not bound to recognize any delegation
until it has received notice of it. The notice must specify those powers
and responsibilities and include evidence of acceptance by the agency. On
and after the date of receipt of the notice, Prudential will deal with the
agency with respect to those powers and responsibilities and will be
entitled to rely on any action taken or omitted by the agency with respect
thereto in the same manner as if dealing with the Contract-Holder. If any
agency fails or refuses to act with respect thereto, then the delegation
will be void for the purposes of this contract. Thereafter, Prudential will
deal only with the Contract-Holder. The Contract-Holder may give notice to
Prudential of delegation to another agency of specified powers and
responsibilities.
7.2. COMMUNICATION:
All communications to the Contract-Holder or to Prudential will be in
writing. They will be addressed to the Contract-Holder at its principal
office, or at such other address as it may communicate to Prudential. They
will be addressed to Prudential at its Group Pension Office, Hanover Road,
Florham Park, New Jersey 07932, or at such other address as it may
communicate to the Contract-Holder. All communications to any other person
or organization dealing with Prudential will be addressed to that person or
organization at the last address of record.
7.3 PLACE OF PAYMENT -- CURRENCY:
All payments to Prudential under this contract will be payable at its
Group Pension Office or at an address or to a representative as may be
specified by Prudential by notice to the Contract-Holder.
All payments under this contract, whether to or by Prudential, will be in
lawful money of the United States of America. Dollars and cents, as
specified in this contract, means lawful dollars and cents of United States
currency.
GVA/GAA-7454/7453
Serial 700 7.1-7.3
7.4 INFORMATION -- RECORDS:
The Contract-Holder will furnish all information which Prudential may
reasonably require for the administration of this contract. If the
Contract-Holder cannot furnish any required item of information, Prudential
may request the person concerned to furnish the information. Prudential
will not be liable for the fulfillment of any obligations in any way
dependent upon information unless and until it receives the information in
a form satisfactory to it.
Information furnished to Prudential may be corrected for demonstrated
errors in it unless Prudential has already acted to its prejudice by
relying on the information. Except for the corrections, information
furnished to Prudential will be regarded as conclusive. Prudential will
maintain the records necessary for its administration of this contract.
These records will be prepared from the information furnished to Prudential
and will constitute evidence as to the truth of the information in the
records.
7.5 MISSTATEMENTS:
If the age, sex, or any other relevant fact relating to any person is found
to have been misstated, the following will apply:
(a) The amount of annuity payable by Prudential will be that which would
be provided by the amount allocated to purchase the annuity on the
basis of the correct information, without changing the date of first
payment of the annuity.
Any adjustment by Prudential of the amount or terms of payment made
in accordance with this section will be conclusive upon any other
person affected by it.
(b) The amount of any underpayment by Prudential will be paid in full with
the next payment due. The amount of any overpayment by Prudential will
be deducted to the extent possible from amounts payable thereafter.
7.6 BENEFICIARY:
If, as to any person, this contract provides for the payment of an amount
or amounts after the person dies to other than the person's Contingent
Annuitant, payment will be made to the Beneficiary the person named. A
person for whom an Account is held or an annuity is being paid under this
contract may name a Beneficiary to replace one previously named. However,
the Participant may instruct Prudential that his Contingent Annuitant or
Beneficiary is not to have this right to name a Beneficiary.
A Beneficiary may be named by filing a request with Prudential on a form
acceptable to it. It will become effective when entered on Prudential's
records. It will apply to any amounts payable after the request was
received by Prudential, except any withdrawals and payments made before the
request was entered on Prudential's records. Prudential will acknowledge
the naming of a Beneficiary.
GVA/GAA-7454/7453
Serial 710 7.4-7.6
The interest of any Beneficiary who dies before the Participant ceases upon
that Beneficiary's death. If there is no named Beneficiary when an amount
is payable to one, payment will be made to the estate of the last to die of
the Participant or Annuitant, his Contingent Annuitant, and his
Beneficiary. If a payment would be made to the estate of a Participant or
Annuitant, Prudential may make the payment to any one or jointly to any
number of his surviving relatives: spouse, children, parents, brothers or
sisters.
Prudential, in determining whether a person is a relative of a Participant
or Annuitant or is a Beneficiary entitled to payment, may rely solely on
any evidence it deems acceptable. Each payment Prudential makes in reliance
thereon will be a valid discharge of its obligation under this contract as
to that payment.
If a series of payments becomes payable to a Beneficiary and the first
payment is less than $50, Prudential may choose to make payment in one sum.
Also, if the payee is not a natural person and a series of payments is
payable, Prudential may choose to make a payment in one sum. The one sum
payment will be equal to the value of the series of payments discounted at
interest from each payment due date to the date of the one sum payment. The
discount interest rate will be the interest rate in the schedule of annuity
purchase rates used to establish the series of payments.
7.7 DIVISIBLE SURPLUS:
The portion, if any, of the divisible surplus of Prudential accruing upon
this contract will be determined annually by the Board of Directors of
Prudential and credited to Participants' Accounts as determined by the
Board. (It is unlikely any divisible surplus will accrue upon this
contract.)
No annuity under this contract will be taken into account in the
determination of any divisible surplus to be credited to this contract.
7.8 LIMIT ON ASSIGNMENT:
To the extent applicable law requires, the interests in and payments from
this contract are not assignable or subject to the claims of any creditor.
7.9 CERTIFICATES:
Prudential will issue a certificate for each annuity which is effected
under this contract. If any law requires, Prudential will issue a
certificate to a Participant for whom an annuity has not yet been effected.
A certificate will be descriptive of the Participant's or Annuitant's
rights and duties under the contract.
7.10 ENTIRE CONTRACT -- CONSTRUCTION:
This document constitutes the entire contract.
This contract will be construed according to the laws of the jurisdiction
set forth on the first page.
GVA/GAA-7454/7453
Serial 720 7.7-7.10
Provision VIII. SPECIAL MODIFICATIONS FOR TEXAS CONTRACTS:
Anything in this contract to the contrary notwithstanding, the following items
numbered 1 through 8 shall govern, and any portion of this contract in conflict
with any such items is hereby modified.
1. This contract is issued subject to the laws of the State of Texas and is
also subject to the rules and regulations of the State Board of Insurance,
including the application of such laws and regulations and requirements to
the contract and to the interpretation of its provisions; except, however,
in the circumstance and only to the extent the application of this
provision to any persons or circumstance is expressly contrary to and
excluded by superior law or valid statute having and determined to have
supremacy in the circumstance.
2. The Prudential may from time to time transfer cash between any separate
account identified with this contract and any of its other investment
accounts for the purpose of making adjustments necessitated by this
contract, including adjustment for any surplus or deficit which may arise
in such separate account, or which may be required by governmental
authorities having jurisdiction over the Prudential. Transfers may be made
between any separate account identified with this contract and any of
Prudential's other investment accounts, if such transfers satisfy the
requirements of the Texas Rules and Regulations that relate to intra-
company transactions.
3. Any separate account identified with this contract is divisible for various
purposes in respect of regulation and compliance with law, including
divisibility as it is applicable to any functions arising from the
provisions of this contract or provisions of law and regulation.
4. This contract is subject to endorsement from time to time as may be
necessary to comply with valid and appropriate rules and regulations
adopted by regulatory authorities, or as a court of final jurisdiction
shall determined, and is executed subject to that condition.
5. No transfer shall be made between any separate account identified with this
contract and any of Prudential's other investment accounts if such transfer
would result in an impairment of the statutory reserves of the Prudential.
6. Contractual payments or values under this contract which are funded from
the assets of any separate account identified with this contract shall have
no claim against any other assets of Prudential.
7. Variations in charges for expenses and taxes will be made to meet the
requirements of law or regulation.
8. The Prudential will mail to the Contract-Holder such reports and
information periodically as the law and regulation of Texas shall require
(irrespective of any provision of this contract which may be contrary to
such law or regulation).
GVA-7454
SCHEDULE A
FORMS OF ANNUITY WHICH MAY BE PURCHASED
Form of Payment Payable Applicable Schedule
---------------------------------- ----------------------------------
1. Life Annuity. 1. Use Schedule B for allocation.
2. Life - Payment Certain Annuity. 2. Use Schedule C for allocation.
3. Life - Contingent Annuity. 3. Use Schedule D for allocation.
4. Payment Certain Annuity. 4. Use Schedule E for allocation.
Prudential may provide monthly amounts of annuity larger than those shown in the
following schedules for annuities purchased during any period specified by
Prudential. Annuity purchase rates for other forms of annuity consented to by
Prudential will be furnished on request. The following schedules may be changed
as provided in section 5.1.
GVA/GAA-7454/7453
Serial A-100 Schedule A
SCHEDULES
Monthly amount of annuity purchased per $10,000 of a Participant's Account,
after deduction from it of any taxes on annuity considerations that apply.
SCHEDULE B - Life Annuity
Monthly Amount
--------------
If date the annuity is purchased is in:
Age 1984 1985 1990 1995
--- ---- ---- ---- ----
60 $59.74 $59.44 $46.86 $45.55
65 68.02 67.62 54.57 52.81
70 80.12 79.56 65.63 63.14
SCHEDULE C - Life Payment Certain Annuity (120 Payments Certain)
Monthly Amount
--------------
If date the annuity is purchased is in:
Age 1984 1985 1990 1995
--- ---- ---- ---- ----
60 $57.88 $57.63 $45.67 $44.50
65 64.27 63.97 52.03 50.59
70 72.00 71.66 59.88 58.17
SCHEDULE D - Life-Contingent Annuity
Monthly Amount
--------------
If Annuitant and Contingent Annuitant have same date of
birth. If the date the annuity is Purchased is in:
Age 1984 1985 1990 1995
--- ---- ---- ---- ----
If specified percentage to Contingent Annuitant is 100%:
60 $47.94 $47.76 $36.03 $35.28
65 51.96 51.75 40.03 39.06
70 58.58 58.28 46.43 45.08
If specified percentage to Contingent Annuitant is 50%:
60 $53.19 $52.97 $40.74 $39.76
65 58.91 58.63 46.19 44.91
70 67.68 67.28 54.38 52.61
SCHEDULE E - Payment Certain Annuity
Monthly Amount
--------------
If date the annuity is purchased is in:
Age 1984 1985 1990 1995
--- ---- ---- ---- ----
60 $178.42 $178.23 $165.62 $164.73
120 102.13 102.02 88.93 88.45
180 77.39 77.31 63.55 63.20
* * * *
The rates in these Schedules are to be used without adjustment only when the
facts that apply to the Participant and his annuity are as shown. Rates for
other facts will be furnished upon request.
GVA/GAA-7454/7453
Serial S-100 Schedules B-E
