Pacific Life & Annuity Company 700 Newport Center Drive Newport Beach, CA 92660 A Stock Company READ YOUR CONTRACT CAREFULLY This is a legal contract between you (the "Owner") and Pacific Life & Annuity Company (hereinafter referred to as "we", "us",...

This is a legal contract between you (the "Owner") and Pacific Life & Annuity
Company (hereinafter referred to as "we", "us", "our" and the "Company").

We agree to pay the benefits provided under this Contract, subject to its
provisions.

We have issued this Contract in consideration of the application and payment of
the Initial Purchase Payment.

BENEFITS AND VALUES PROVIDED UNDER THIS CONTRACT MAY BE ON A VARIABLE BASIS.
AMOUNTS DIRECTED INTO ONE OR MORE OF THE VARIABLE INVESTMENT OPTIONS WILL
REFLECT THE INVESTMENT EXPERIENCE OF THOSE INVESTMENT OPTIONS. THESE AMOUNTS MAY
INCREASE OR DECREASE, AND ARE NOT GUARANTEED AS TO A DOLLAR AMOUNT. THE DETAILS
OF THE VARIABLE PROVISIONS BEGIN ON PAGE 10.

THE DEATH BENEFIT PROVIDED UNDER THIS CONTRACT WILL BE REDUCED BY ANY RECAPTURE
MADE IN ACCORDANCE WITH THE RECAPTURE OF CREDIT ENHANCEMENT PROVISION.

Right to Cancel - You may return this Contract within 10 days after you receive
it. To do so, mail it to us at our Service Center or to the agent who sold it to
you. This Contract will then be deemed void from the beginning. No withdrawal
charge will be imposed, and we will refund the Contract Value, including any
fees or charges for premium taxes and/or other taxes that were deducted from the
Contract Value minus any Credit Enhancements applied to the Contract.

Signed for the Company at Newport Beach, California, to be effective as of the
Contract Date.

PACIFIC LIFE & ANNUITY COMPANY

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. Milfs
Chairman and Chief Executive Officer Secretary

The smallest gross annual rate of return needed for the dollar amount of the
variable annuity payments to not decrease is equal to the sum of the assumed
interest rate (AIR) of 4% and all product fees and charges. The fees and charges
would include the Mortality and Expense Risk Charge of 1.40% and the
Administrative Fee of 0.25%. Thus, the total gross annual rate of return would
be 5.65%.

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT
Investment Experience Reflected in Benefits
Variable Accumulation Before Annuity Date
Annuities Payable in Variable and Fixed Dollar Amounts
Death Benefit Proceeds Payable Before Annuity Date
Non-Participating

TABLE OF CONTENTS

PAGE PAGE

TRANSFER PROVISIONS ANNUITY OPTIONS
Transfers ......................................15 Option 1 - Life Only ...........................27
Transfer Limitations and Restrictions ..........15 Option 2 - Life with Period Certain ............27
Option 3 - Joint and Survivor Life .............27
SYSTEMATIC TRANSFER OPTIONS Option 4 - Period Certain Only .................27
Systematic Transfer Options ....................16
Dollar Cost Averaging Transfer Option ..........16 ANNUITY OPTION TABLES
Portfolio Rebalancing Transfer Option ..........17 Applicability of Rates .........................28
Earnings Sweep Transfer Option ................ 17 Basis of Computations ..........................28
Rates Not Shown ................................28

CONTRACT SPECIFICATIONS

Service Center: Send Forms and written requests to: Send Payments to:
Pacific Life & Annuity Company Pacific Life & Annuity Company
▇.▇. ▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ 91109-7138 ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Toll-free number: ▇-▇▇▇-▇▇▇-▇▇▇▇ (between 6:00 a.m. and 5:00 p.m., Pacific time)

Please use our toll-free number to present inquiries or obtain information about
your coverage and for us to provide assistance in resolving complaints.

Basic Contract - [Non-Qualified]

Investment Options:

[Blue Chip] [Aggressive Growth] [Emerging Markets]
[Diversified Research] [Small-Cap Equity] [International Large-Cap]
[I-Net Tollkeeper] [Financial Services] [Health Services]
[Technology] [Telecommunications] [Multi-Strategy]
[Main Street Core] [Strategic Value] [Growth LT]
[Focused 30] [Mid-Cap Value] [International Value]
[Capital Opportunities] [Mid-Cap Growth] [Global Growth]
[Equity Index] [Small-Cap Index] [Real Estate]
[Inflation Managed] [Managed Bond] [Equity Income]
[Research] [Equity] [Aggressive Equity]
[Large-Cap Value] [Money Market] [High Yield Bond]

Fees and Charges

Administrative Fee: 0.25%
Mortality and Expense Risk Charge
Basic Contract: 1.40%

Withdrawal Charges: Age of Withdrawal Age of Withdrawal
Purchase Payment Charge Purchase Payment Charge
In Contract Years Percentage In Contract Years Percentage
----------------- ---------- ----------------- ----------

1 7% 5 5%
2 7% 6 5%
3 7% 7 4%
4 7% 8 and Over 0%

Contract Number: [VA99999999] Contract Date: [01-01-2002]

Owner(s):
[▇▇▇▇ ▇▇▇]
[▇▇▇▇ ▇▇▇]

Annuitant(s): Age Sex
[▇▇▇▇ ▇▇▇] [35] [MALE]
[▇▇▇▇ ▇▇▇] [35] [FEMALE]

Initial Purchase Payment: [$10,000.00]
Maximum Purchase Payment: $1,000,000 Annuity Date: [01-01-2057]

DEFINITION OF TERMS

Account Value - The amount of the Contract Value allocated to any one of the
Investment Options.

Add-In Amount - The amount added by us, if applicable, to the Contract Value on
the Notice Date to set the Contract Value equal to the death benefit proceeds
that would have been payable to the spouse as the deemed Beneficiary/designated
recipient of the death benefit. The Add-In Amount will only apply if the
deceased Owner was also the sole surviving Annuitant.

Age - The Owner's or Annuitant's age, as applicable, at his or her last
birthday.

Annuitant - The person you name on whose life annuity payments may be
determined. An Annuitant's life may also be used to determine certain increases
in death benefits and to determine the Annuity Date. If you designate Joint
Annuitants or a Contingent Annuitant, "Annuitant" means the sole surviving
Annuitant, unless otherwise stated. Any named Annuitant, Joint Annuitant, or
Contingent Annuitant must be under Age 81 as of the Contract Date. If the
Contract is a Non-Qualified Contract, you cannot change the Annuitant or change
or add a Joint Annuitant. If the Contract is a Qualified Contract, you may add a
Joint Annuitant only on the Annuity Date.

Annuity Date ("Annuity Start Date") - The date shown in the Contract
Specifications, or the date you later elect, if any, for the start of annuity
payments if the Annuitant is still living and the Contract is in force; or if
earlier, the date that annuity payments actually begin.

Annuity Options - Income options available for a series of payments after the
Annuity Date.

Beneficiary - The person you name who may receive any death benefit proceeds or
any remaining annuity benefits in accordance with the provisions of this
Contract.

Business Day - Any day on which the value of an amount invested in a Subaccount
is required to be determined by applicable law which currently includes each day
that both the New York Stock Exchange is open for trading and our administrative
offices are open. If any transaction or event under this Contract is scheduled
to occur on a day that does not exist in a given calendar period, or on a day
that is not a Business Day, such transaction or event will be deemed to occur on
the next following Business Day, unless otherwise stated.

Calendar Year - A one-year period beginning January 1 and ending December 31.

Code - The Internal Revenue Code of 1986, as amended.

Contingent Annuitant - The person, if any, you select to become the Annuitant if
the Annuitant dies before the Annuity Date. You may add or change the Contingent
Annuitant prior to the Annuity Date provided the Contingent Annuitant is not the
sole surviving Annuitant. Any Contingent Annuitant you name must be under Age 81
as of the Contract Date. If you add or change a Contingent Annuitant after the
Contract is issued, any newly-named or added Contingent Annuitant must be under
Age 81 at the time of such change or addition.

Contingent Beneficiary - The person, if any, you select to become the
Beneficiary if the Beneficiary dies.

Contingent Owner - The person, if any, you select to succeed to your rights as
Owner of this Contract if all named Owners die.

Contract Anniversary - The same date, in each subsequent year, as the Contract
Date.

Contract Date - The date we issued this Contract, as shown in the Contract
Specifications. Contract Years, Contract Anniversaries, Contract Semiannual
Periods, Contract Quarters and Contract Months are measured from the Contract
Date.

Contract Debt - As of the end of any Business Day, the principal amount you have
outstanding on any loan under this Contract, plus any accrued and unpaid
interest.

Contract Value - As of the end of any Business Day, the Contract Value is equal
to the sum of the Variable Account Value plus any Loan Account Value. The
Contract Value includes any Credit Enhancements applied to the Contract.

Credit Enhancement - An amount added to the Contract Value at the time a
Purchase Payment is applied and on the first Contract Anniversary, if
applicable. All Credit Enhancements will be considered earnings under the
Contract.

General Account - The General Account consists of our assets, other than those
assets allocated to Separate Account A or to any of our other separate accounts.

Investment Option - A Variable Account offered under the Contract.

Loan Account - The account in which the amount equal to the principal amount of
a loan and any interest accrued is held to secure any Contract Debt.

Loan Account Value - The amount, including any interest accrued, held in the
Loan Account to secure any Contract Debt.

Net Contract Value - The Contract Value less any Contract Debt.

Non-Natural Owner - A corporation or other entity that is not a (natural)
person.

Non-Qualified Contract - A Contract other than a Qualified Contract.

Notice Date - The day on which we receive, in a form satisfactory to us, proof
of death and instructions satisfactory to us regarding payment of death benefit
proceeds.

Owner - The person(s) who has (have) all rights under this Contract. If the
Contract names two Owners, Owner means both Owners ("Joint Owners"). If there
are Joint Owners, the Contract will be owned by the Joint Owners as Joint
Tenants With Right of Survivorship and not as Tenants in Common. Any named Owner
or Contingent Owner must be under Age 81 as of the Contract Date. If the
Contract allows you to change or add Owners after the Contract is issued, any
newly-named or added Owners, including Joint and/or Contingent Owners, must be
under Age 81 at the time of such change or addition.

Primary Annuitant - The individual that is named in the Contract, the events in
the life of whom are of primary importance in affecting the timing or amount of
the payout under the Contract.

Purchase Payment - An amount paid to us, by or on behalf of an Owner, as
consideration for the benefits provided under this Contract.

Qualified Contract - A Contract that qualifies under the Code as an individual
retirement annuity ("▇▇▇") or a Contract purchased under a Qualified Plan that
qualifies for special tax treatment under the Code.

Qualified Plan - A retirement plan that receives favorable tax treatment under
Section 401, 403, 408 or 408A of the Code.

SEC - Securities and Exchange Commission.

Separate Account or Separate Account A - The Company's Separate Account,
registered as a unit investment trust under the Investment Company Act of 1940,
as amended ("1940 Act").

Service Center - Our mailing address shown in the Contract Specifications. We
will notify you of any change in our mailing address.

Subaccount - An investment division of the Separate Account. Each Subaccount, (a
"Variable Investment Option" or "Variable Account") invests its assets in a
separate series or class of shares of a designated investment company.

Subaccount Annuity Unit ("Annuity Units") - Annuity Units are used to measure
variation in variable annuity payments. The amount of each variable annuity
payment (after the first payment) will vary with the value and number of the
Annuity Units in each Subaccount.

Subaccount Unit - Subaccount Units are used to measure the Variable Account
Value in that Subaccount.

Unit Value - The value of a Subaccount Unit ("Subaccount Unit Value") or
Subaccount Annuity Unit ("Subaccount Annuity Unit Value"). The Unit Value of any
Subaccount is subject to change on any Business Day. The fluctuations in value
reflect investment results and daily deductions for the mortality and expense
risk charge and administrative fee. Changes in Subaccount Annuity Unit Values
also reflect an additional adjustment factor that corrects for an assumed
investment return. The Unit Value of a Subaccount Unit and of a Subaccount
Annuity Unit are determined each Business Day.

Variable Account ("Variable Investment Option") - A Subaccount of the Separate
Account or any separate account of ours which is available under the Contract in
which the assets of the Company are segregated from the assets in our General
Account and from the assets in our other separate accounts.

Variable Account Value - The aggregate amount of the Contract Value allocated to
the Variable Accounts.

You and Your - The person or persons named as Owner(s) in the Contract
Specifications. If there are Joint Owners, you and your mean both Joint Owners.

GENERAL PROVISIONS

Report to Owner(s) - At least once per year prior to the Annuity Date, we will
provide you with a report that will show the Contract Value, any Purchase
Payments received, loan repayments, transfers, withdrawals, applicable
withdrawal charges and/or charges and/or fees incurred since the last report,
and any other information that may be required. After the Annuity Date, we will
provide you with any information that may be required.

Payments, Instructions and Requests - Unless this Contract provides otherwise,
all Purchase Payments, loan repayments, instructions and requests must be
received in a form satisfactory to us at our Service Center. Any subsequent
Purchase Payments, loan repayments and requests for loans, transfers or
withdrawals received by us on any Business Day usually will be processed the
same Business Day, unless the transaction or event is scheduled to occur on
another day.

Generally, all other instructions and requests normally will be effective as of
the end of the Business Day following the day such instructions and requests are
received by us, unless the transaction or event is scheduled to occur on another
day. You acknowledge and agree that we will not be liable for any loss,
liability, cost or expense of any kind or character for acting on instructions
or requests submitted to us that we reasonably believe to be genuine.

Any change in Owner, if permitted under the Contract, or Beneficiary will be
effective on the date such change is signed, subject to our receipt of the
change at our Service Center.

Entire Contract - This Contract, the attached application, any subsequent
applications to change this Contract and any attached riders and endorsements,
constitute the entire Contract, and supersede any and all prior agreements,
whether oral or written, about the terms of this Contract and the application.
All statements made in the application are representations and not warranties.

Contract Modifications - Modifications to this Contract or any waiver of our
rights or requirements under this Contract can only be made if in writing by an
authorized officer of the Company. This Contract is intended to qualify as an
annuity contract for federal income tax purposes. In addition, if this Contract
is a Qualified Contract, this Contract is intended to qualify as part of a
Qualified Plan. To that end, the provisions of this Contract are to be
interpreted and administered to ensure or maintain such tax qualification,
notwithstanding any other provisions to the contrary. We reserve the right to
amend this Contract without the Owner's consent and/or our administrative
procedures to reflect any clarifications that may be needed or are appropriate
to maintain its tax qualification or to conform this Contract to any applicable
changes in the tax qualification requirements. Modifications to the Contract for
clarification or as appropriate to maintain its tax qualification or to conform
this Contract to any changes in the tax qualification requirements will be the
only modifications made without the Owner's consent. Copies of such
modifications made will be forwarded to the Owner for attachment to the
Contract.

Basis of Values - A detailed statement showing how values are determined has
been filed with the New York State Insurance Department. All values and reserves
are at least equal to those required by the laws of the state of New York.

Minimum Benefits - The benefits provided under this Contract are not less than
the minimum benefits required by any statute of the insurance laws of the state
of New York. Such benefits may be altered by additional amounts credited,
increases and/or decreases in the investment performance of the Variable
Investment Options, loans and loan repayments or withdrawals as described in the
applicable sections of this Contract.

Claims of Creditors - The Contract Value and other benefits under this Contract
are exempt from the claims of creditors to the extent permitted by law.

Removal of Beneficiary, Contingent Annuitant or Contingent Owner - You may
remove a Beneficiary (other than an irrevocable Beneficiary), Contingent
Annuitant or a Contingent Owner from this Contract by providing proper written
instructions to our Service Center.

Ownership - This Contract belongs to the Owner. The Owner is entitled to
exercise all rights available under this Contract. If this Contract names two
Owners, both Owners must join in any request to exercise these rights. The Owner
may exercise these rights without the consent of the Beneficiary (other than any
irrevocable Beneficiary) or any other person, except as otherwise required by
law.

Assignment - You may assign all rights and benefits under this Contract before
the Annuity Date. The assignment takes effect on the date on which it is signed,
subject to our receipt of the assignment at our Service Center. We are not
responsible for the validity of any assignment. If the Contract has been
absolutely assigned, the assignee becomes the Owner. You should consult with
your tax adviser to determine the tax consequences of an assignment before
taking any action.

Delay of Payments - Generally, withdrawals, transfers, or exchange requests will
be made within seven (7) days from receipt of the requested withdrawal,
transfer, or exchange, in a form satisfactory to us. Payment of any withdrawal,
transfer or exchange to or from a Variable Account may be delayed after our
receipt of the requested withdrawal, transfer, or exchange 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 SEC; or
. an emergency declared by the SEC.

We may delay payments or transfers from our General Account (which would include
payment of the withdrawal proceeds, loans, fixed annuity payments and lump sum
death benefit payments, unless state law requires otherwise) or our Separate
Account for up to six (6) months after the requested effective date of the
transaction. Any amount delayed, so long as it is held under the General
Account, will earn interest at a minimum annual rate of 3%. If you make any
Purchase Payment by check, other than a cashier's check, we may delay making
payments to you until your check has cleared.

Incontestability - After this Contract has been issued, we will not contest the
validity of this Contract other than for misstatement of age, sex or identity.

Misstatement of Age and/or Sex - We may require proof of the Annuitant's or
Owner's Age and/or sex before any payments associated with the death benefit
proceeds are made. If the Age and/or sex of the Annuitant or Owner is
incorrectly stated, we will base any such payment associated with the death
benefit proceeds on the Annuitant's or Owner's correct Age and/or sex.

We may require proof of the Annuitant's Age and/or sex before starting annuity
payments. If the Age and/or sex (or both) of the Annuitant is incorrectly
stated, we will correct the amount payable, based upon the Annuitant's correct
Age and/or sex, if applicable. If we make the correction after annuity payments
have started and we have made overpayments, we will deduct the amount of the
overpayment, with interest at 3% per year, from any payments due then or later.
If we have made underpayments, we will add the amount, with interest at 3% per
year, of the underpayments to the next payment we make after we receive proof of
the correct Age and/or sex.

Proof of Life or Death - Before we make a payment, we have the right to require
proof of the life or death of any person on whose life or death determines
whether, to whom, or how much we must pay any benefits under this Contract.

Withholding Taxes - We reserve the right to withhold from all payments made or
deemed made under this Contract, any taxes required to be withheld by applicable
federal or state law, unless the Owner or payee elects otherwise pursuant to
applicable withholding rules.

Non-Participating - This Contract is classified as a non-participating contract.
It does not participate in our profits or surplus, and therefore no dividends
are payable.

PURCHASE PAYMENTS

Initial Purchase Payment - This Contract will not be in force until we receive
at our Service Center the Initial Purchase Payment. The Initial Purchase Payment
is shown in the Contract Specifications.

Additional Purchase Payments - You may make additional Purchase Payments at any
time before the Annuity Date, while the Annuitant is living and this Contract is
in force. Each additional Purchase Payment must be at least $250 for
Non-Qualified Contracts and $50 for Qualified Contracts. We may limit the amount
of any single Purchase Payment. You must obtain our consent before making a
Purchase Payment that will bring the aggregate Purchase Payments over the
Maximum Purchase Payment amount shown in the Contract Specifications.

Purchase Payments are payable in U.S. dollars either at our Service Center or
through our agent. Checks should be made payable to Pacific Life & Annuity
Company. If you make Purchase Payments by check other than a cashier's check,
withdrawal payments and any refund under the Right to Cancel provision may be
delayed until your check has cleared. On request, a receipt for the Purchase
Payment signed by an officer of the Company will be provided after payment.

Purchase Payment Allocation - Prior to the Annuity Date, you may allocate all or
part of Purchase Payments to one or more of the Investment Options available
under this Contract. The Investment Options available on the Contract Date are
shown in the Contract Specifications.

You may change the Purchase Payment allocation by providing us with instructions
in a form satisfactory to us. We will allocate any Purchase Payment according to
your most recent allocation instructions. We may reject any instruction or
Purchase Payment if your instructions are not clear and we cannot determine your
allocation instructions.

Allocations During the Right to Cancel Period - We will allocate the Initial
Purchase Payment in accordance with your most recent allocation instructions.

Minimum Investment Option Value - We reserve the right to require that, as a
result of any allocation to an Investment Option, any transfer, or any
withdrawal, your remaining Account Value in any Investment Option must be at
least $500. We also reserve the right to transfer any remaining Account Value
that does not meet such minimum amount to your other Investment Options on a pro
rata basis relative to your most recent allocation instructions for those
Investment Options.

Credit Enhancement - We will add a Credit Enhancement to the Contract Value at
the time each Purchase Payment is applied to this Contract. The amount of a
Credit Enhancement is determined as a percentage of each Purchase Payment made
to this Contract. The Credit Enhancement will be applied at the time the
Purchase Payment is effective. The Credit Enhancement will be allocated among
Investment Options in the same proportion as the applicable Purchase Payment.

Total Purchase Payments Credit
Less Total Withdrawals Enhancement
---------------------- -----------
Less than $250,000 4.0%
$250,000 or more 5.0%

During the first Contract Year, the Credit Enhancement percentage of the most
recent Purchase Payment will apply to all prior Purchase Payments, if any. This
will be accomplished by applying an additional Credit Enhancement to the prior
Purchase Payments (if needed) effective on the date of the most recent Purchase
Payment. In no event will this additional Credit Enhancement be less than zero.
We will allocate any additional Credit Enhancements among Investment Options in
the same proportion as the most recent Purchase Payment.

Recapture of Credit Enhancement - If the Owner cancels the Contract in
accordance with the Right to Cancel provision, we will deduct any Credit
Enhancements previously applied to the Contract Value. If any Owner or sole
surviving Annuitant dies before the Annuity Date and while this Contract is in
force, we will deduct any Credit Enhancements applied to the Contract Value
during the 12-month period prior to the date of death. The death benefit
proceeds will be reduced by the amount of any such deduction.

VARIABLE INVESTMENT OPTIONS

Variable Investment Options - The Variable Investment Options consist of
Subaccounts of the Separate Account. The available Subaccounts as of the
Contract Date are shown in the Contract Specifications.

Separate Account - We established and maintain the Separate Account under the
laws of the state of Arizona. Any income, gains or losses (whether or not
realized) from the assets of each Variable Account are credited or charged
against such Variable Account without regard to our other income, gains or
losses. Assets may be put in our Separate Account to support this Contract and
other variable annuity contracts. Assets may be put in our Separate Account for
other purposes, but not to support contracts other than variable annuity
contracts. The assets of our Separate Account are our property. The portion of
the Separate Account assets equal to the reserves and other Contract liabilities
with respect to each Variable Account will not be chargeable with liabilities
arising out of any other business we conduct. We may transfer assets of a
separate account in excess of the reserves and other liabilities with respect to
its Variable Accounts to another separate account or to our General Account. We
shall not transfer any investment, or asset held for investment, between
separate accounts or between separate and other accounts unless approved by the
New York State Insurance Department. All obligations arising under the Contract
are our general corporate obligations. We do not hold ourselves out to be
trustees of the Separate Account assets.

We reserve the right, subject to compliance with the law then in effect, and
after any required regulatory approval, to:

. cease offering any Subaccount;
. add or change designated investment companies or their portfolios, or
other investment vehicles;
. add, delete or make substitutions for the securities and other assets
that are held or purchased by the Separate Account or any Variable
Account;
. permit conversion or exchanges between portfolios and/or classes of
contracts on the basis of Owners' requests;
. add, remove or combine Variable Accounts;
. combine the assets of any Variable Account with any of our other
Separate Accounts or of any of our affiliates;
. register or deregister Separate Account A or any Variable Account
under the 1940 Act;
. operate any Variable Account as a managed investment company under the
1940 Act, or any other form permitted by law;
. run any Variable Account under the direction of a committee, board, or
other group;
. restrict or eliminate any voting rights of Owners with respect to any
Variable Account or other persons who have voting rights as to any
Variable Account;
. make any changes required by the 1940 Act or other federal securities
laws;
. make any changes necessary to maintain the status of the Contracts as
annuities under the Code;
. make other changes required under federal or state law relating to
annuities;
. suspend or discontinue sale of the Contracts; and
. comply with applicable law.

If any of these changes result in a material change in the underlying
investments of a Variable Account, we will notify you of such change.

We will not change the investment policy of the Separate Account without
following the filing and other procedures of the Insurance Superintendent of the
State of New York. Unless required by law or regulation, an investment policy
may not be changed without our consent.

From time to time we may make other Investment Options available to you. Any new
Investment Option may invest in portfolios of the designated investment company,
other designated investment companies or their portfolios, or in other
investment vehicles. We will provide you with written notice of all material
details, including investment objectives and charges. We will comply with the
filing or other procedures established by applicable state insurance regulators,
to the extent required by applicable law.

CONTRACT VALUES

Contract Value - The Contract Value on any Business Day is the sum of:

. the Variable Account Value; plus
. the Loan Account Value.

We generally determine values on each day that the New York Stock Exchange is
open, provided our administrative offices are also open on that day.

Variable Account Value - The Variable Account Value on any Business Day is the
sum of the Subaccount Values on that day.

Subaccount Value - Each Subaccount Value on any Business Day is equal to the
number of Subaccount Units in that Subaccount multiplied by the Unit Value of
the Subaccount on that day.

We credit the Subaccount with Subaccount Units as a result of any:

. Purchase Payments received by us and allocated to that Subaccount;
. transfers to that Subaccount, including transfers from the Loan Account;
and
. Credit Enhancements allocated to that Subaccount.

We debit the Subaccount with Subaccount Units as a result of any:

. transfers, including transfers to the Loan Account;
. withdrawals, including any applicable withdrawal charges;
. fees for withdrawals and/or transfers;
. amounts applied to provide an annuity;
. recapture of any Credit Enhancements; and
. charges for premium taxes and/or other taxes.

The number of Subaccount Units we credit to, or debit from, a Subaccount in
connection with a transaction is equal to the amount of the transaction
applicable to that Subaccount divided by that Subaccount's Unit Value at the end
of the valuation period that includes that day. The number of Subaccount Units
in a Subaccount will change only if we credit or debit Subaccount Units for the
transactions specified above. The number of Subaccount Units will not change
because of subsequent changes in the Subaccount Unit Value.

Subaccount Unit Value - The initial Unit Value of each Subaccount was $10 on the
Business Day the Subaccount began operations. At the end of each subsequent
Business Day, the Unit Value for each Subaccount is equal to (Y) times (Z),
where:

(Y) is the Unit Value for that Subaccount as of the end of the prior
Business Day; and

(Z) is the Net Investment Factor for that Subaccount for the period (a
"valuation period") between the prior Business Day and that Business
Day.

Net Investment Factor - Each Subaccount's Net Investment Factor for any
valuation period is equal to (A / B) - C, where:

(A) equals:

(a) the net asset value per share of the corresponding portfolio
shares held by the Subaccount as of the end of that valuation
period; plus

(b) the per share amount of any dividend or capital gain distributions
made during that valuation period on the portfolio shares held by
the Subaccount; plus or minus

(c) any per share charge or credit for any income taxes, other taxes,
or amounts set aside during that valuation period as a reserve for
any income and/or any other taxes for which we determine to have
resulted from the operations of the Subaccount or Contract, and/or
any taxes attributable, directly or indirectly, to Purchase
Payments;

(B) is the net asset value per share of the portfolio shares held by the
Subaccount as of the end of the prior valuation period; and

(C) is a factor that we assess against the Subaccount's net assets held by
each Subaccount for the mortality and expense risk charge and the
administrative fee during that valuation period.

Loan Account Value - For Qualified Contracts that permit loans, the Loan Account
Value as of the end of any Business Day is the Loan Account Value on the prior
Business Day, increased by any:

. interest; plus
. Contract Value loaned on that day;

and decreased by any:

. loan principal repaid; plus
. earned interest transferred from the Loan Account on that day.

CHARGES, FEES AND DEDUCTIONS

Administrative Fee - We charge an administrative fee against the assets held in
the Variable Investment Option(s). This fee is assessed daily at the annual rate
which is shown in the Contract Specifications. This fee is guaranteed not to
increase.

Mortality and Expense Risk Charge ("Risk Charge") - We impose a Risk Charge
against the assets held in the Variable Investment Option(s). This charge is
assessed daily at the annual rate which is shown in the Contract Specifications.
The Risk Charge compensates us for the risks we assume that mortality and
expenses will vary from those we assumed. This charge is guaranteed not to
increase. Neither expenses actually incurred other than taxes on the investment
return, nor mortality actually experienced shall adversely affect the dollar
amount of variable annuity payments to any payee for whom variable annuity
payments have commenced.

Premium Taxes - From the Contract Value, we will deduct a charge for any taxes
we pay that are attributable to Purchase Payments or withdrawals. Such taxes may
include, but are not limited to: any federal, state or local premium or
retaliatory taxes; and any federal, state or local income, excise, business or
any other type of tax (or component thereof), measured by or based upon,
directly or indirectly, the amount of Purchase Payments we receive from you. We
will normally deduct this charge when you annuitize. However, we may impose this
charge on any withdrawal, at the time any death benefit is paid, when the taxes
are incurred or when we pay the taxes. We will base this charge on the Contract
Value.

Other Taxes - We reserve the right to charge the Separate Account and/or deduct
from the Contract Value a charge for any federal, state or local taxes we pay
that are or become attributable to the Separate Account or Contract, including,
but not limited to, income taxes attributable to our operation of the Separate
Account or to our operations with respect to the Contract, or taxes
attributable, directly or indirectly, to Purchase Payments or payments we make
under this Contract.

Transfer Fee - We reserve the right to impose a transfer fee of $15 on each
transfer made in excess of fifteen (15) transfers in any Contract Year. For this
purpose, we will treat each transfer request as a single transfer, regardless of
the number of Investment Options from which or to which portions of Account
Values are transferred. We will deduct any transfer fee we impose from the
Investment Option(s) from which the transfer is made on a pro rata basis
relative to the total amount transferred.

Withdrawal Fee - We reserve the right to impose a withdrawal fee of $15 on each
withdrawal made in excess of fifteen (15) withdrawals in any Contract Year. For
this purpose, we will treat each withdrawal request as a single withdrawal,
regardless of the number of Investment Options from which portions of Account
Values are withdrawn. Any withdrawal fee we impose will be deducted from the
Contract Value, on a pro rata basis relative to the Account Value in each
Investment Option, immediately after the withdrawal.

Contingent Deferred Sales Charge ("Withdrawal Charge") - Purchase Payments are
subject to a withdrawal charge which is shown in the Contract Specifications.
This charge may apply to amounts withdrawn under the Contract prior to the
Annuity Date, depending on the length of time each Purchase Payment has been
allocated to the Contract and on the amount withdrawn. The withdrawal charge
also recaptures any unamortized acquisition expenses resulting from any Credit
Enhancements added to the Contract Value.

We will not apply the withdrawal charge on:

. distributions resulting from the death of the first Owner or the sole
surviving Annuitant before the Annuity Date, except as provided under
the Death of Owner provisions for certain Non-Natural Owners;

. Contract Values converted to a life contingent option or to an Annuity
Option with a period certain of 7 years or more after the first
Contract Anniversary, unless guaranteed variable payments are
subsequently redeemed; or

. withdrawals to meet required minimum distributions for Qualified
Contracts as they apply to amounts held under the Contract.

Amount of Withdrawal Charge - The amount of a withdrawal charge depends on how
long the Purchase Payments are held under this Contract. Each Purchase Payment
you make is considered to have a certain "age," depending on the length of time
since that Purchase Payment was effective.

A Purchase Payment is "age one" from the day it was effective until the next
Contract Anniversary and increases in "age" on that and each succeeding Contract
Anniversary. When you withdraw an amount, the "age" of any Purchase Payment you
withdraw determines the level of withdrawal charge as shown in the Contract
Specifications.

For purposes of calculating the withdrawal charge, we assume that amounts
withdrawn will be applied to Purchase Payments first and in the order the
Purchase Payments were received. The withdrawal charge will be deducted
proportionately from each Investment Option selected for withdrawal.

Free Withdrawals - During a Contract Year, you may withdraw free of withdrawal
charges amounts up to the "Eligible Purchase Payments". Eligible Purchase
Payments include 10% of all Purchase Payments that have an "age" of less than
eight (8) years, plus 100% of all Purchase Payments that have an "age" of eight
(8) years or more. Once all Purchase Payments have been deemed withdrawn, any
withdrawal will be deemed a withdrawal of earnings and will be free of
withdrawal charges.

For those contracts issued to a Charitable Remainder Trust (CRT), the amount
available for withdrawal free of withdrawal charges during a Contract Year
includes all Eligible Purchase Payments plus all earnings even if all Purchase
Payments have not been deemed withdrawn.

Earnings - For the purpose of calculating the withdrawal charge as of the end of
any Business Day, earnings equal the Contract Value less the aggregate Purchase
Payments that are reduced by withdrawals of prior Purchase Payments.

TRANSFER PROVISIONS

Transfers - You may, on or before the Annuity Date and subject to the
requirements, limitations and restrictions described in this section, transfer
all or part of the Contract Value, less any Loan Account Value, in any
Investment Option among other Investment Options, while the Annuitant is living
and the Contract is in force.

Your transfer request must specify:

(a) the Investment Option (the "source account") from which the transfer
is to be made. You may choose one or more Investment Options as your
source account(s). Your source account may not also be a target
account;

(b) the amount of the transfer. The amount of the transfer may be
specified as a dollar amount or a percentage of the source Account
Value. If you select more than one source account, the amount of the
transfer from each source account must be at least $250; and

(c) the Investment Option (the "target account") to receive the
transferred amount. You may choose one or more Investment Options as
your target account(s). If you select more than one target account,
your request must specify how the transferred amounts are to be
allocated among the target accounts. Your source account may not also
be a target account.

Transfers among Investment Options will normally be effective as of the end of
the Business Day the transfer request, in a form satisfactory to us, is received
at our Service Center. We reserve the right to impose a transfer fee as
described in the Transfer Fee provision.

Transfer Limitations and Restrictions - The following limitations and
restrictions apply to transfers among Investment Options:

(a) Transfers are allowed thirty (30) days after the Contract Date.

(b) Transfers are limited to twenty-five (25) transfers during each
Calendar Year. For the purpose of applying this limitation, transfers
that occur on the same day are considered one transfer and transfers
that occur as a result of any Systematic Transfer Option are excluded
from the maximum twenty-five (25) transfers per Calendar Year
limitation.

(c) If a transfer reduces the remaining Account Value in any Investment
Option immediately after such transfer to an amount less than $500, we
reserve the right to transfer such remaining Account Value to your
other Investment Options on a pro rata basis relative to your most
recent allocation instructions.

(d) We further reserve the right to restrict, in our sole discretion and
without prior notice, transfers initiated by a market timing
organization or individual or other party authorized to give transfer
instructions on behalf of multiple Contract Owners. Such restrictions
could include:

(i) not accepting transfer instructions from an agent acting on
behalf of more than one Contract Owner; and

(ii) not accepting preauthorized transfer forms from market timers or
other entities acting on behalf of more than one Contract Owner
at a time.

(e) We further reserve the right to impose, without prior notice, other
limitations and restrictions on transfers that we determine, in our
sole discretion, will disadvantage or potentially hurt the rights or
interests of other Contract Owners.

SYSTEMATIC TRANSFER OPTIONS

Systematic Transfer Options - We offer three (3) Systematic Transfer Options
that are available to you prior to the Annuity Date. The Systematic Transfer
Options are: (a) Dollar Cost Averaging Transfer Option; (b) Portfolio
Rebalancing Transfer Option; and (c) Earnings Sweep Transfer Option. Each option
is described in the provisions that follow.

Transfers under any of the Systematic Transfer Options are subject to the same
requirements, limitations and restrictions described under the Transfer
Provisions, except that transfers under these options are not counted towards
the maximum twenty-five (25) transfers per Calendar Year limitation.

You may not choose the Dollar Cost Averaging Transfer Option and the Earnings
Sweep Transfer Option at the same time.

You may request to stop transfers under the Systematic Transfer Options at any
time before the Annuity Date. Your request to stop such transfers must be
received at our Service Center at least five (5) days prior to the next
scheduled transfer. If you stop transfers under any of the Systematic Transfer
Options, you must wait thirty (30) days before you may begin an option again.

We may change, terminate or suspend the Systematic Transfer Options at any time.

Dollar Cost Averaging Transfer Option - When you request dollar cost averaging,
you are authorizing us to make periodic reallocations of the Contract Value
without waiting for further instructions from you.

Your transfer request must specify:

(a) the date on which the transfers are to begin. Your request will
normally be effective as of the end of the Business Day the transfer
request, in a form satisfactory to us, is received at our Service
Center. However, you may specify the date on which you want the first
transfer to begin. If you specify a date that is within thirty (30)
days of the Contract Date, the first transfer will be delayed until
one calendar month after the date you specify. If you fail to specify
a date for the first transfer, the first transfer will be made one
frequency period after the Contract Date (that is, if you specify
monthly transfers, the first transfer will occur 30 days after the
Contract Date; quarterly transfers, 90 days after the Contract Date;
semiannual transfers, 180 days after the Contract Date; and if you
specify annual transfers, the first transfer will occur on the
Contract Anniversary);

(b) the Investment Option (the "source account") from which the transfers
are to be made. You may choose any one Investment Option as your
source account. The Account Value of your source account must be at
least $5,000 to begin dollar cost averaging;

(c) the amount and frequency of the transfers. You may choose monthly,
quarterly, semiannual or annual transfers. The amount of the transfers
may be specified as a dollar amount or a percentage of the source
Account Value. However, the amount of each transfer from the source
account must be at least $250; and

(d) the Investment Option (the "target account") to receive the
transferred amounts. You may choose one or more Investment Options as
your target account(s). If you select more than one target account,
your request must specify how the transferred amounts are to be
allocated among the target accounts. Your source account may not also
be a target account.

Transfers under this option will continue until the earlier of: (i) your request
to stop dollar cost averaging is effective; (ii) the source Account Value is
zero; or (iii) the Annuity Date.

Portfolio Rebalancing Transfer Option - Portfolio rebalancing allows you to
maintain the percentage of the Contract Value allocated to each Variable
Investment Option at a pre-set level prior to annuitization. Over time, the
variations in each Subaccount's investment results will shift this balance of
Subaccount Value allocations. If you elect the portfolio rebalancing feature, we
will automatically transfer your Subaccount Value back to the percentages you
specify.

Your portfolio rebalancing request must specify:

(a) the date on which rebalancing is to begin. Your request will normally
be effective as of the end of the Business Day the portfolio
rebalancing request, in a form satisfactory to us, is received at our
Service Center. However, you may specify the date on which you want
the first rebalance to begin. If you specify a date that is within
thirty (30) days of the Contract Date, the first rebalance will be
delayed until one calendar month after the date you specify. If you
fail to specify a date for the first rebalancing, the first rebalance
will occur one frequency period after the Contract Date (that is, if
you specify quarterly rebalancing, the first rebalance will occur 90
days after the Contract Date; semiannual rebalancing, 180 days after
the Contract Date; and if you specify annual rebalancing, the first
rebalance will occur on the Contract Anniversary);

(b) the rebalancing frequency. You may choose quarterly, semiannual or
annual rebalancing; and

(c) the Variable Investment Options to rebalance. If you have chosen
portfolio rebalancing at the time of application for this Contract, we
will rebalance the Variable Investment Options you have chosen on the
application based on the allocation percentages you have specified for
those Variable Investment Options. Otherwise, we will rebalance the
Variable Investment Options you have chosen based on the allocation
percentages you have specified for those Variable Investment Options
on the rebalancing request.

Rebalancing may result in transferring amounts from a Variable Investment Option
earning a relatively higher return to one earning a relatively lower return.

Portfolio rebalancing will continue until the earlier of: (i) your request to
stop portfolio rebalancing is effective; or (ii) the Annuity Date.

Earnings Sweep Transfer Option - An earnings sweep automatically transfers the
earnings attributable to the Money Market Subaccount (the "sweep option") to one
or more other Investment Options. The Account Value of the Money Market
Subaccount must be at least $5,000 to begin earnings sweep.

Your transfer request must specify:

(a) the date on which the transfers are to begin. Your request will
normally be effective as of the end of the Business Day your earnings
sweep request, in a form satisfactory to us, is received at our
Service Center. However, you may specify the date on which you want
the first earnings sweep transfer to begin. If you specify a date that
is within thirty (30) days of the Contract Date, the first earnings
sweep transfer will be delayed until one calendar month after the date
you specify. If you fail to specify a date for the first earnings
sweep transfer, the first earnings sweep transfer will occur one
frequency period after the Contract Date;

(b) the frequency of the transfers. You may choose monthly, quarterly,
semiannual or annual earnings sweep transfer. At each earnings sweep,
we will automatically transfer the accumulated earnings attributable
to the sweep option for the previous period proportionately to the
target account(s) chosen. That is, if you specify monthly earnings
sweep, we will transfer the sweep option earnings from the preceding
month. If you specify semiannual earnings sweep, we will transfer the
sweep option earnings accumulated over the preceding six months; and

(c) the Investment Option (the "target account") to receive the
transferred amounts. You may choose one or more Variable Investment
Options (but not the Money Market Subaccount) as your target
account(s).

To determine the earnings, we take the change in the sweep option's Account
Value during the sweep period, add any withdrawals or transfers out of the sweep
option account that occurred during the sweep period, and subtract any
allocations to the sweep option account during the sweep period. The result of
this calculation represents the "total earnings" for the sweep period.

If, during the sweep period, you withdraw or transfer amounts from the sweep
option account, we assume that earnings are withdrawn or transferred before any
other Account Value. Therefore, the "total earnings" for the sweep period will
be reduced by any amounts withdrawn or transferred during the sweep option
period. The remaining earnings are eligible for the sweep transfer.

Earnings sweep transfers will continue until the earlier of: (i) your request to
stop earnings sweep is effective; (ii) the sweep option Account Value is zero;
or (iii) the Annuity Date.

WITHDRAWAL PROVISIONS

Withdrawals - You may, on or before the Annuity Date and subject to the
requirements, limitations and restrictions described in this section, withdraw
all or a portion of the amount available under this Contract, while the
Annuitant is living and the Contract is in force. However, no withdrawals are
allowed within thirty (30) days of the Contract Date.

You may specify that the withdrawal be taken from a specific Investment Option
or pro rata from all Investment Options. If your request does not specify the
Investment Option from which the withdrawal is to be made, the withdrawal will
be taken pro rata from all Investment Options relative to the Account Value in
each option. Withdrawals will reduce the Death Benefit Amount. Withdrawals will
normally be effective as of the end of the Business Day the withdrawal request,
in a form satisfactory to us, is received at our Service Center.

Minimum Withdrawal Amount - The minimum amount that may be withdrawn is $500. If
the withdrawal reduces the Account Value in any Investment Option to an amount
less than $500, we reserve the right to transfer such remaining Account Value to
your other Investment Options on a pro rata basis relative to your most recent
allocation instructions.

If the withdrawal reduces the Net Contract Value to an amount less than $1,000,
we may terminate this Contract and pay you the withdrawal proceeds (see Amount
Available for Withdrawal provision). Payment of the withdrawal proceeds will end
this Contract and we will have no further obligations under the Contract.

Amount Available for Withdrawal - The amount available for withdrawal is the Net
Contract Value as of the end of the Business Day on which the withdrawal request
is effective, less any:

. withdrawal fee;
. withdrawal charge; and
. charges for premium taxes and/or other taxes.

The amount we send you (the "withdrawal proceeds") will also reflect any
required or requested federal and/or state income tax withholding.

Pre-Authorized Withdrawals - If the Contract Value is at least $5,000, you may
select the pre-authorized withdrawal option, and you may choose monthly,
quarterly, semiannual or annual withdrawals. Each withdrawal must be for at
least $250. Each pre-authorized withdrawal is subject to federal income tax on
its taxable portion and may be subject to a penalty tax of 10% or more if you
have not reached age 59 1/2. Pre-authorized withdrawals cannot be used to
continue the Contract in force beyond the Annuity Date.

Termination of Contract - You may, on or before the Annuity Date, terminate this
Contract for its withdrawal proceeds, while the Annuitant is living and the
Contract is in force. We will require the return of this Contract or a signed
Lost Contract Affidavit with your request. The withdrawal proceeds will be
determined under the Amount Available for Withdrawal provision.

Your request to terminate the Contract will normally be effective as of the end
of the Business Day such request, in a form satisfactory to us, is received at
our Service Center. Payment of the withdrawal proceeds will end this Contract
and we will have no further obligations under the Contract.

CONTRACT LOANS

Loans - If this Contract is issued under a Qualified Plan under Code Section 401
or 403 and the Qualified Plan permits, you may request a loan of a portion of
the Contract Value.

Loan Procedures - The loan request must be submitted on our Loan Request Form.
You may submit a loan request thirty (30) days after the Contract Date and
before the Annuity Date. However, before requesting a new loan, you must wait
thirty (30) days after the last payment of a previous loan. If approved, the
loan will usually be effective as of the end of the Business Day on which we
receive all necessary documentation. We will normally forward proceeds of the
loan to you within seven (7) calendar days after the effective date of the loan.

Loan Account - On the effective date of the loan, we will transfer an amount
equal to the principal amount of the loan into the Loan Account. We will
transfer amounts to the Loan Account on a pro rata basis from the Investment
Options based on the Account Value in each.

For those Contracts issued under Qualified Plans that are exempt from the
requirements of Title 1 of the Employee Retirement Income Security Act of 1974
("ERISA"), we will credit interest on amounts in the Loan Account at an annual
rate equal to 3.0%.

For those Contracts issued under Qualified Plans that are subject to the
requirements of Title 1 of ERISA, we will credit interest on amounts in the Loan
Account at an annual rate that is two percentage points lower than the annual
loan interest rate charged on the loan.

Interest earned will accrue daily beginning on the day following the effective
day of the loan. The interest credited will be transferred from the Loan Account
to the Investment Options on a pro rata basis relative to the most recent
allocation instructions.

Loan Terms - You may have only one loan outstanding at any time. The minimum
loan amount is $1,000 and the maximum loan amount is the lesser of:

. 50% of the Contract Value; or
. $50,000 less the highest outstanding Contract Debt during the 12-month
period immediately preceding the effective date of the loan.

You should refer to the terms of your particular Qualified Plan for any
additional loan restrictions. If you have other loans outstanding pursuant to
other Qualified Plans, the amount you may borrow may be further restricted. We
are not responsible for making any determinations (including loan amounts
permitted) or any interpretations with respect to your Qualified Plan.

Loan Interest Rate - For those Contracts issued under Qualified Plans that are
exempt from the requirements of Title 1 of ERISA, you will be charged interest
on the Contract Debt at an annual rate equal to 5%. Interest charged will accrue
daily beginning on the day the loan is effective.

For those Contracts issued under Qualified Plans that are subject to the
requirements of Title 1 of ERISA, you will be charged interest on the Contract
Debt at an annual rate, set at the time the loan is made, equal to the higher of
5% or the Moody's Corporate Bond Yield Average-Monthly Average Corporates, as
published by ▇▇▇▇▇'▇ Investors Service, Inc., or its successor, for the most
recent available month. In the event that the Moody's Corporate Bond Yield
Average-Monthly Average Corporates is no longer available, we will use a
substantially similar average, subject to compliance with applicable state
regulations. We will notify you of the loan interest rate when you make a
Contract loan. Interest charged will accrue daily beginning on the day the loan
is effective.

Repayment Terms - You must repay principal and interest of any loan within five
(5) years after its effective date. If you have certified to us that the loan
proceeds will be used to acquire a principal residence for yourself, you may
request a loan for up to thirty (30) years. In either case, you must repay the
loan in full prior to the Annuity Date.

The loan, including principal and accrued interest, must be repaid in quarterly
installments that are substantially level. An installment will be due each
quarter on the date corresponding to the loan effective date, beginning with the
first such date following the effective date of the loan. You may, however,
repay the entire loan at any time. If you do so, we will ▇▇▇▇ you for any
accrued interest. The loan will be considered repaid only when the interest due
has also been paid.

We will treat all payments you send us as Purchase Payments unless you
specifically indicate that the payment is a loan repayment. To the extent
permitted by law, any loan repayments in excess of the amount then due will be
applied to the principal balance of the loan. Such repayments will not change
the due dates or the periodic repayment amount due for future periods. If a loan
repayment is in excess of the principal balance of the loan, any excess
repayment will be refunded to you. Repayments received that are less than the
amount then due will be returned to you, unless otherwise required by law.

If a loan repayment is not made when due, we will declare the entire remaining
loan balance in default. At that time, we will provide written notification of
the amount needed to bring the loan back to the current status. You will have
sixty (60) days from the date on which the loan was declared in default (the
"grace period") to make the required repayment.

If the required repayment is not received by us by the end of the grace period,
the defaulted loan balance plus accrued interest will be repaid by a withdrawal
from the Contract Value to the extent that such values are then eligible for
distribution. In order for an amount to be eligible for distribution from a
Qualified Plan you must meet one of six triggering events. They are: (a)
attainment of age 59 1/2; (b) separation from service; (c) death; (d)
disability; (e) plan termination; and (f) financial hardship. To the extent such
values are not then eligible for distribution, the defaulted loan balance plus
accrued interest will be considered a "Deemed Distribution" and that portion of
any Contract Value needed to repay the Contract Debt will be withdrawn when such
Contract Values become eligible for distribution. The withdrawal will be subject
to the withdrawal charge.

If there is a Deemed Distribution under the Contract any future withdrawals will
first be applied as repayment of the defaulted Contract Debt, including accrued
interest, withdrawal charges and charges for applicable taxes, to the extent
allowed by law. Any amounts withdrawn and applied as repayment of Contract Debt
will be withdrawn first from the Loan Account and then from your Investment
Options on a proportionate basis relative to the Account Value in each
Investment Option. If you have an outstanding loan that is in default, the
defaulted Contract Debt will be considered a withdrawal for the purpose of
calculating any death benefit proceeds payable under this Contract.

The terms of any such loan are intended to qualify for the exception in Code
Section 72(p)(2) so that the distribution of the loan proceeds will not
constitute a distribution that is taxable to you. To that end, these loan
provisions will be interpreted to ensure and maintain such tax qualification,
despite any other provisions to the contrary. We reserve the right to amend the
Contract to reflect any clarifications that may be needed or are appropriate to
maintain such tax qualification or to conform any terms of our loan arrangement
with you to any applicable changes in the tax qualification requirements. We
will provide you with a copy of any such amendment. If you refuse such an
amendment, it may result in adverse tax consequences to you.

Adverse tax consequences may result if you fail to meet the repayment
requirements of the loan. A Deemed Distribution will be considered a currently
taxable distribution, and may be subject to federal tax withholding and a
federal early withdrawal penalty tax, regardless of when such unpaid amounts are
repaid. The tax and other Qualified Plan rules relating to Contract loans are
complex and in many cases unclear. For these reasons, and because the rules vary
depending on the individual circumstances of each Contract, we advise that you
consult with a qualified tax adviser before exercising the loan provisions of
this Contract.

If this Contract is a Non-Qualified Contract, or if your Qualified Plan does not
permit loans, loans under this Contract will not be available to you.

DEATH BENEFIT PROVISIONS

Death Benefit - A death benefit will be payable if the sole surviving Annuitant
or any Owner dies before the Annuity Date and while this Contract is in force.

The proceeds of any death benefit will be payable upon receipt of, in a form
satisfactory to us, proof of death and instructions regarding payment of the
death benefit proceeds. Such proceeds will equal the Death Benefit Amount
reduced by any:

. Contract Debt;
. deductions for any Credit Enhancements applied to the Contract Value
during the 12-month period prior to the date of death; and
. charges for premium taxes and/or other taxes.

These proceeds will be payable in a lump sum, as an Annuity Option under this
Contract or towards the purchase of any Annuity Option we then offer, or in
accordance with the Code (see Death of Owner Distribution Rules).

Death Benefit Amount - The Death Benefit Amount as of any Business Day prior to
the Annuity Date is equal to the greater of:

(a) the Contract Value as of that day; or

(b) the aggregate Purchase Payments reduced by an amount for each
withdrawal that has occurred, which is calculated by multiplying the
aggregate Purchase Payments received prior to each withdrawal by the
ratio of the amount of the withdrawal, including any applicable
withdrawal charge, to the Contract Value immediately prior to the
withdrawal. An example of the reduction in the Death Benefit Amount is
as follows:

Purchase Payment $1,000.00
Contract Value before the Withdrawal $500.00
Amount Withdrawn $480.00
Contract Value after the Withdrawal $20.00
Death Benefit Amount after the Withdrawal $40.00

If you are not the Annuitant and you die before the Annuitant, the death benefit
proceeds will be equal to the Contract Value as of the Notice Date.

Death of Annuitant - If an Annuitant dies before the Owner and before the
Annuity Date, the death benefit proceeds will be equal to the Death Benefit
Amount as of the Notice Date. Unless there is a surviving Joint Annuitant or
Contingent Annuitant, we will pay the death benefit proceeds to the first person
among the following who is alive following the death of the sole surviving
Annuitant:

(a) the Owner;
(b) the Joint Owner;
(c) the Contingent Owner;
(d) the Beneficiary;
(e) the Contingent Beneficiary; or
(f) the Owner's estate.

If an Annuitant dies and there is a surviving Joint Annuitant, the surviving
Joint Annuitant becomes the Annuitant. If there is no surviving Joint Annuitant
and there is a Contingent Annuitant, the Contingent Annuitant becomes the
Annuitant. Death benefit proceeds are payable only as the result of the death of
the sole surviving Annuitant before the Annuity Date.

If you are the Annuitant and you die, we will determine the amount of any death
benefit proceeds and to whom it will be paid under this Death of Annuitant
provision. If the Contract is issued as a Non-Qualified Contract, we will
distribute any death benefit proceeds under the Death of Owner Distribution
Rules provision.

Death of Owner - If you are not the Annuitant and you die before the Annuitant
and before the Annuity Date, the death benefit proceeds will be equal to the
Contract Value as of the Notice Date. If there is a Joint Owner, the death
benefit proceeds will be payable upon the death of the first Owner, unless the
Joint Owner is the surviving spouse and such spouse is also the sole surviving
Beneficiary.

If you die while the Annuitant is living and prior to the Annuity Date, we will
pay the death benefit proceeds to the first person among the following who is
alive following your death:

(a) the Joint Owner;
(b) the Contingent Owner;
(c) the Beneficiary;
(d) the Contingent Beneficiary; or
(e) the Owner's estate.

If you are not also the Annuitant and in the event of simultaneous deaths of
both you and the Annuitant, the death benefit will be calculated under the Death
of Annuitant provision and payment will be made in accordance with this Death of
Owner provision.

If you are a Non-Natural Owner of a Contract other than a Contract issued under
a Qualified Plan as defined in Section 401 or 403 of the Code, the Primary
Annuitant will be treated as the Owner of the Contract for purposes of the Death
of Owner Distribution Rules. If there is a change in the Primary Annuitant prior
to the Annuity Date, such change will be treated as the death of the Owner. The
Death Benefit Amount will be: (a) the Contract Value if the Non-Natural Owner
elects to maintain the Contract and reinvest the Contract Value into the
Contract in the same amount as immediately prior to the distribution; or (b) the
Contract Value less any withdrawal fee, withdrawal charge and less any charge
for premium taxes and/or other taxes if the Non-Natural Owner elects a cash
distribution. The death benefit will be determined as of the Business Day we
receive, in a form satisfactory to us, the request to change the Primary
Annuitant and instructions regarding continuance of the Contract or cash
distribution.

Death of Owner Distribution Rules - The following rules will determine when a
distribution must be made under this Contract. These rules do not affect our
determination of the amount of death benefit proceeds payable or distribution
proceeds. If there is more than one Owner, these rules apply on the date on
which the first of these Joint Owners die.

If the Owner dies before the Annuity Date, the designated recipient of the death
benefit proceeds may elect to receive the death benefit proceeds:

. in a lump sum payment;
. within five (5) years following the Owner's death; or
. in the form of an annuity for life or over a period that does not
exceed the life expectancy of the designated recipient, with annuity
payments that start within one (1) year after the Owner's death.

Unless otherwise required by law, an election to receive an annuity (in lieu of
a lump sum payment) must be made within one (1) year, or the lump sum payment
option will be deemed elected. We will consider that deemed election as our
receipt of instructions regarding payment of the death benefit proceeds.

The Owner may designate that the Beneficiary is to receive the death benefit
proceeds either through an annuity for life or over a period that does not
exceed the life expectancy of the Beneficiary. Such designation must be made in
writing in a form acceptable to us, and may only be revoked by the Owner in
writing in a form acceptable to us. Upon death of the Owner, the Beneficiary
cannot revoke or modify any designation made by the Owner on how the death
benefit proceeds are to be paid.

If the spouse of the deceased Owner is the sole surviving Beneficiary, or is the
sole surviving Joint or Contingent Owner, and has an unrestricted right to
receive the death benefit proceeds in a lump sum, the spouse may continue this
Contract as Owner rather than receive the death benefit proceeds, provided that
we receive instructions to continue the Contract within one (1) year.

On the Notice Date, if the surviving spouse is deemed to have continued the
Contract, we will set the Contract Value equal to the death benefit proceeds
that would have been payable to the spouse as the deemed Beneficiary/designated
recipient of the death benefit. The amount that the Death Benefit Amount exceeds
the Contract Value will be added to the Contract Value in the form of the Add-In
Amount on the Notice Date. The Add-In Amount will be allocated among Investment
Options in accordance with the current allocation instructions for the Contract
and will be considered earnings. There will not be an adjustment to the Contract
Value if the Contract Value is equal to the death benefit proceeds as of the
Notice Date.

If the Owner dies on or after the Annuity Date, but payments have not yet been
completed, then distributions of the remaining amounts payable under this
Contract must be made at least as rapidly as the rate that was being used at the
date of the Owner's death. All of the Owner's rights granted by the Contract
will be assumed by the first person among the following who is alive following
the Owner's death:

(a) the Joint Owner;
(b) the Contingent Owner;
(c) the Beneficiary;
(d) the Contingent Beneficiary; or
(e) the Owner's estate.

If the Owner is a Non-Natural Owner, the rules set forth in these Death of Owner
Distribution Rules apply in the event of the death or change of the Primary
Annuitant.

In any event, the death benefit proceeds will be paid in accordance with Section
72(s) of the Code.

These Death of Owner Distribution Rules do not apply to Qualified Contracts
issued under Qualified Plans as defined in Section 401, 403, 408 or 408A of the
Code or to an annuity that is a qualified funding asset as defined in Code
Section 130(d) (but without regard to whether there is a qualified assignment).

Interest on Death Benefit Proceeds - We will pay interest on the death benefit
proceeds at a rate of not less than 3% per year from the date of death until
such proceeds are paid or applied under an Annuity Option.

BENEFICIARY PROVISIONS

Designation of Beneficiary - The Beneficiary is the person you name who may
receive any death benefit proceeds, or any remaining annuity payments after the
Annuity Date, if the Annuitant or Owner dies. If you leave no surviving
Beneficiary, your estate may receive the death benefit proceeds.

If the Beneficiary is a trustee, we will neither be responsible for verifying a
trustee's right to receive any death benefit proceeds, nor for how the trustee
disposes of any death benefit proceeds. If before payment of any death benefit
proceeds, we receive proper notice that the trust has been revoked or is not in
effect, then any death benefit proceeds payable will be paid to the Contingent
Beneficiary, if living; if not to the Owner's estate.

Adding or Changing Your Beneficiary - You may add, change, or remove any
Beneficiary, other than an irrevocable Beneficiary, subject to the terms of any
assignment, at any time prior to the death of the Annuitant or Owner, by
providing us with a request in a form satisfactory to us. However, if you have
named an irrevocable Beneficiary, you may not add any new Beneficiary, or remove
or change the irrevocable Beneficiary, without obtaining his or her written
consent in a form acceptable to us. You may remove any non-irrevocable
Beneficiary without obtaining the consent of the irrevocable Beneficiary.
Qualified Contracts may have additional restrictions on naming and changing
Beneficiaries. Any change or addition will take effect only when the notice is
signed, subject to our receipt.

ANNUITY PROVISIONS

Choice of Annuity Date - Unless otherwise changed as provided below, the Annuity
Date is shown in the Contract Specifications. If you did not select an Annuity
Date in the application for this Contract, we assigned the Annuity Date based on
the Contract Type chosen and the Annuitant's Age shown in the application for
this Contract. If there are Joint Annuitants, the Annuity Date was based on the
younger Annuitant's birthday.

The Annuity Date may be changed by providing proper notice to us at least ten
(10) Business Days prior to the current Annuity Date or new Annuity Date,
whichever is earlier, subject to any applicable state law or the Code.

The new Annuity Date may not be earlier than the first Contract Anniversary and
must occur on or before the day the Annuitant reaches his or her 90th birthday,
or earlier, as required by any applicable state law or the Code. If there are
Joint Annuitants, the Annuity Date will be based on the younger Annuitant's
birthday. You may be subject to additional restrictions under your Qualified
Plan. You should consult with your Qualified Plan administrator before you elect
an Annuity Date.

Default Annuity Option - If this is a Non-Qualified Contract or a Qualified
Contract and you are not married, the Annuity Option will be Life with a Period
Certain of 10 Years. If this is a Qualified Contract and you are married, the
Annuity Option will be Joint and Survivor Life, with survivor payments of 50%,
and your spouse will automatically be named as the secondary Annuitant.

The Annuity Option may be changed by providing proper notice to us at least ten
(10) Business Days prior to the current Annuity Date, to any other Annuity
Option contained in this Contract or allowed by us.

Unless otherwise specified or changed, we will make annuity payments based on
our most frequent payment schedule that results in an initial annuity payment of
at least $20. The payment frequency may be changed by providing proper notice to
us at least ten (10) Business Days prior to the current Annuity Date.

The Net Contract Value, less any charges for premium taxes and/or other taxes,
when converted, will, subject to our minimum requirements, be converted as
follows:

. the net amount from the Variable Account Value will be applied to a
variable annuity and applied to the Subaccounts in proportion to the
Account Value in each Subaccount on the Annuity Date.

Application of Contract Value - Prior to the Annuity Date, you may elect to
convert all or part of the Net Contract Value, less any charge for premium taxes
and/or other taxes, to any currently offered Annuity Option. The aggregate net
amount you convert must be at least $2,000; otherwise, we reserve the right to
terminate this Contract and pay a single amount equal to the withdrawal proceeds
as determined under the Amount Available for Withdrawal provision.

Subject to the Withdrawal Provisions, you may also elect a full withdrawal in
lieu of annuity payments under an Annuity Option. Before we make any full
withdrawal, we require return of this Contract (or a signed Lost Contract
Affidavit) to us.

If you convert only a portion of the Net Contract Value on the Annuity Date, you
may, at that time, elect not to have the remainder of the Net Contract Value
distributed, but instead to continue the Contract with that remaining Contract
Value. This option may or may not be available, or may be available only for
certain types of Contracts. If this option is available and you elect it, you
would choose a second Annuity Date for such Contract Value. All references in
this Contract to the Annuity Start Date (or Annuity Date) would, with regard to
such Contract Value, be deemed to refer to that second Annuity Date. You should
consult with your tax adviser for more information if you desire this option.

Your Selections - Prior to the Annuity Date, you may make three selections about
the annuity payments. First, you may choose whether you want those payments to
be a fixed-dollar amount or a variable-dollar amount, or both. Second, you may
choose the form of annuity payments (Annuity Option). Third, you may choose to
have annuity payments made monthly, quarterly, semiannually, or annually.

The first annuity payment will be sent on the day following the Annuity Date. If
the amount of the first annuity payment is less than $20 a month, we reserve the
right to offer a less frequent mode of payment so that each payment is at least
$20, or you may terminate the Contract and no withdrawal charge will be imposed.
After the Annuity Date, you may not change the Annuity Option, or terminate the
Contract for payment of amounts converted into a variable annuity and/or fixed
annuity.

Fixed and Variable Annuities - You may choose a fixed annuity (with fixed-dollar
payments), a variable annuity (with variable-dollar payments), or you may choose
a combination of both. If you select a variable annuity, you may choose any
Subaccounts for the annuity. If you select a variable annuity, on the Annuity
Date, we will convert that portion of the Net Contract Value as it is currently
allocated among the Subaccount(s). We will apply the net amount you convert to a
fixed annuity and/or a variable annuity (and in this instance, to each
Subaccount), based on the relative Account Value in each Investment Option on
the Annuity Date. Any net amount you convert to a fixed annuity will be held in
our General Account.

Each periodic payment under the fixed annuity will be equal to the amount of the
first fixed annuity payment (unless you elect a joint and survivor life annuity
with reduced survivor payments). The amount of each variable annuity periodic
payment will vary with the investment results of the Subaccount(s) you select.
After the Annuity Date, you may exchange the Annuity Units in any Subaccount(s)
for Annuity Units in any other Subaccount(s) up to four (4) times in any twelve
(12) month period. We reserve the right to limit the Subaccounts available, to
change the number and frequency of exchanges and to change the number of
Subaccounts you may choose.

Amount of Payments - The first annuity payment amount depends on the Annuity
Option, payment frequency, and whether you select a fixed annuity and/or a
variable annuity. If you do not choose the Period Certain Only Option, the
amount will depend on the Age of the Annuitant(s), the Annuity Date, and the sex
of the Annuitant(s), unless unisex factors apply.

Fixed Annuity Payments - The minimum guaranteed income purchased per $1,000 of
the net amount applied to a fixed annuity is based on an annual interest rate of
3% and the 1983a Mortality Table with the ages set back ten (10) years.

Conversion to Current Rates - Annuity payments will be based on the greater of:

. our current income factors in effect for this Contract on the Annuity
Date; or
. our guaranteed income factors.

The dollar amount of any payments after the first annuity payment is specified
during the annuity payment period according to the provisions of the elected
Annuity Option.

Variable Annuity Payments - Subaccount Annuity Units. For each Subaccount, we
divide the amount of the initial variable annuity payment from each Subaccount
by the Annuity Unit Value for that Subaccount (the "Annuity Unit Value") on the
Annuity Date, to obtain the number of Annuity Units for that Subaccount. The
number of Annuity Units in each Subaccount will not change unless exchanges of
Annuity Units are made (or if the Joint and Survivor Annuity Option is elected
and the Primary Annuitant dies first), but the Annuity Unit Value of those
Annuity Units will vary.

Subsequent Variable Payments - The amount of each subsequent variable annuity
payment will be the sum of the amounts payable based on the Annuity Units in
each Subaccount. To determine the amount payable for each Subaccount, we
multiply the number of Annuity Units in that Subaccount by their Annuity Unit
Value on the day in each payment period that corresponds to the Annuity Date.

Annuity Unit Value - The initial Annuity Unit Value for each Subaccount was
arbitrarily set at $10 on the Business Day the Subaccount began operations. At
the end of each subsequent Business Day, the Annuity Unit Value for each
Subaccount is equal to (A x B) x C, where:

A - is the Subaccount's Annuity Unit Value for that Subaccount as of the
end of the prior Business Day;

B - is the Net Investment Factor for that Subaccount for that valuation
period; and

C - is an interest factor to offset the effect of the assumed investment
return "(AIR)" which is built into the Annuity Option Tables: (1 +
AIR)(To the power of -n/365), where n = number of days in that
valuation period.

We generally calculate the Annuity Unit Value of each Subaccount on each day the
New York Stock Exchange is open, provided our administrative offices are also
open that day.

We guarantee that the amount of each subsequent annuity payment will not be
affected by variations in our expenses or in mortality experience.

Periodic Payments - The first payment under the Annuity Options will be
determined on the Annuity Date and will be made on the day following the Annuity
Date.

For a Beneficiary entitled to a death benefit due to the death of the Annuitant,
the first payment will be made on the first day of the calendar month, or
earlier at our option, next following the day we receive due proof of the
Annuitant's death and instructions regarding payment, (called the "Payment Start
Date"), and such other documentation as we may require. Subsequent payments will
be determined on the day in each payment period that corresponds to the Payment
Start Date and will be made on the following day.

ANNUITY OPTIONS

The following Annuity Options are available under this Contract. Additional
options may become available in the future:

Option 1 - Life Only: Periodic payments are made to the designated payee during
the Annuitant's lifetime. Payments stop when the Annuitant dies.

Option 2 - Life with Period Certain: Periodic payments are made to the
designated payee during the Annuitant's lifetime, with payments guaranteed for a
specified period. You may choose to have payments guaranteed 7 through 30 years
(in full years only). If the Annuitant dies before the guaranteed payments are
completed, we pay the Owner the remainder of the guaranteed payments.
Additionally, if variable payments are elected under this option, you may redeem
all remaining guaranteed variable payments after the Annuity Date. The amount
available upon such redemption would be the present value of any remaining
guaranteed variable payments at the assumed investment return. Any applicable
withdrawal charge will be deducted from the present value as if you terminated
the Contract. For purposes of calculating the withdrawal charge, annuity
payments made prior to redemption will be treated as withdrawals. When a life
income settlement option with a period certain provides for installments of the
same amount at some ages for a different period certain, we will deem an
election to have been made for the longest period certain that could have been
elected for such age and amount. That is, the present value will be reduced by
the amount needed to produce withdrawal proceeds equal to the amount of the
annuity payment.

Option 3 - Joint and Survivor Life: Periodic payments are made to the designated
payee during the lifetime of the Primary Annuitant. After the death of the
Primary Annuitant, periodic payments are based on the life of the secondary
Annuitant named in the election if and so long as such secondary Annuitant
lives. Payments made based on the life of the secondary Annuitant may be in
installments equal to 50%, 66-2/3% or 100% (as specified in the election) of the
original payment amount payable during the lifetime of the Primary Annuitant. If
you elect a reduced payment based on the life of the secondary Annuitant, fixed
annuity payments will be equal to 50% or 66-2/3% of the original fixed payment
payable during the lifetime of the Primary Annuitant. Variable annuity payments
will be determined using 50% or 66-2/3%, as applicable, of the number of Annuity
Units for each Subaccount credited to the Contract. Payments stop when both
Annuitants have died.

Option 4 - Period Certain Only: Periodic payments are made to the designated
payee during the Annuitant's lifetime, with payments guaranteed for a specified
period. You may choose to have payments guaranteed 7 through 30 years (in full
years only). If the Annuitant dies before the guaranteed payments are completed,
we pay to the Owner the remainder of the guaranteed payments. Additionally, if
variable payments are elected under this option, you may redeem all remaining
guaranteed variable payments after the Annuity Date. The amount available upon
such redemption would be the present value of any remaining guaranteed variable
payments at the assumed investment return. Any applicable withdrawal charge will
be deducted from the present value as if you terminated the Contract. For
purposes of calculating the withdrawal charge, annuity payments made prior to
redemption will be treated as withdrawals. That is, the present value will be
reduced by the amount needed to produce withdrawal proceeds equal to the amount
of the annuity payment.

ANNUITY OPTION TABLES

Applicability of Rates - For the fixed Annuity Option and the initial variable
annuity benefit, the Annuity Option Tables contained in the following pages
illustrate the minimum guaranteed monthly income purchased per $1,000 of the net
amount applied.

The tables also illustrate the minimum rates for the first monthly variable
annuity payment per $1,000 of the net amount applied to the variable annuity
payment option. Subsequent payments may be higher or lower than the first
payment, based on the investment performance of the Subaccount(s) you elect and
whether you exchange Subaccount Annuity Units.

For some Qualified Plans, the use of sex-distinct income factors are prohibited.
For those Qualified Plans, we use blended unisex income factors for life payment
options for both male and female Annuitants.

Basis of Computations - The actuarial basis for the fixed Annuity Option Tables
is the 1983a Annuity Mortality Table with the ages set back ten (10) years with
interest at an annual rate of 3%. The rates for variable annuity payments are
based on an assumed investment return of 4% per year and the 1983a Annuity
Mortality Table with the ages set back ten (10) years.

Rates Not Shown - We will provide rates for any payment frequency, interest
rate, Age or sex, combinations thereof, and/or payout percentage for any Annuity
Option, if applicable, that we offer if they are not shown in the Tables.
Annuity benefits will not be less than those that would have been provided by
the application of an amount to purchase any single consideration immediate
annuity offered by us at the time annuity payments commence to the same class
annuitant. The amount shall be the greater of the cash surrender benefit or 95%
of what the cash surrender benefit would be if there were no withdrawal charge.

OPTIONS 1 AND 2

LIFE ONLY OR LIFE WITH GUARANTEED PERIOD CERTAIN OF 10 AND 20 YEARS

Fixed Annuity Rates
---------------------------------------------------------------------------------------------------
Male at 3% Female at 3% Unisex at 3%
--------------------------- --------------------------- ---------------------------
Life with Life with Life with
Guaranteed Guaranteed Guaranteed
Life Period Certain Life Period Certain Life Period Certain
Age Only 10 Yr. 20 Yr. Only 10 Yr. 20 Yr. Only 10 Yr. 20 Yr.
--- ---- ------ ------ ---- ------ ------ ---- ------ ------

30 3.04 3.03 3.03 2.93 2.93 2.93 2.99 2.98 2.98
35 3.14 3.14 3.13 3.02 3.02 3.01 3.08 3.08 3.07
40 3.28 3.27 3.26 3.13 3.12 3.12 3.20 3.20 3.19
45 3.44 3.44 3.41 3.26 3.26 3.24 3.35 3.35 3.33
50 3.66 3.64 3.60 3.42 3.42 3.40 3.54 3.54 3.50
55 3.93 3.90 3.82 3.63 3.63 3.59 3.78 3.77 3.71
60 4.27 4.22 4.08 3.90 3.89 3.82 4.09 4.06 3.96
65 4.70 4.62 4.39 4.25 4.22 4.11 4.48 4.43 4.25
70 5.28 5.14 4.71 4.72 4.66 4.44 5.00 4.90 4.58
75 6.10 5.81 5.02 5.35 5.22 4.79 5.73 5.52 4.92
80 7.23 6.61 5.27 6.25 5.96 5.12 6.74 6.30 5.20
85 8.82 7.49 5.42 7.56 6.89 5.35 8.18 7.20 5.39
90 11.06 8.33 5.49 9.53 7.89 5.47 10.28 8.12 5.48
95 14.16 8.97 5.51 12.48 8.74 5.50 13.30 8.86 5.51
---------------------------------------------------------------------------------------------------

Variable Annuity Rates
---------------------------------------------------------------------------------------------------
Male at 3% Female at 3% Unisex at 3%
--------------------------- --------------------------- ---------------------------
Life with Life with Life with
Guaranteed Guaranteed Guaranteed
Life Period Certain Life Period Certain Life Period Certain
Age Only 10 Yr. 20 Yr. Only 10 Yr. 20 Yr. Only 10 Yr. 20 Yr.
--- ---- ------ ------ ---- ------ ------ ---- ------ ------

30 3.69 3.69 3.68 3.60 3.59 3.59 3.64 3.64 3.64
35 3.79 3.78 3.77 3.67 3.67 3.66 3.73 3.73 3.72
40 3.91 3.90 3.88 3.77 3.76 3.75 3.84 3.83 3.82
45 4.06 4.06 4.02 3.89 3.88 3.87 3.98 3.97 3.95
50 4.27 4.25 4.20 4.04 4.03 4.01 4.16 4.15 4.11
55 4.53 4.50 4.40 4.24 4.23 4.18 4.39 4.37 4.30
60 4.86 4.81 4.65 4.50 4.47 4.40 4.68 4.64 4.53
65 5.29 5.20 4.94 4.84 4.86 4.67 5.06 5.00 4.81
70 5.86 5.70 5.24 5.29 5.22 4.98 5.58 5.47 5.12
75 6.68 6.35 5.54 5.92 5.77 5.32 6.30 6.07 5.44
80 7.82 7.14 5.77 6.81 6.50 5.63 7.31 6.83 5.71
85 9.41 8.00 5.91 8.14 7.40 5.85 8.77 7.72 5.89
90 11.68 8.81 5.98 10.12 8.38 5.96 10.88 8.61 5.97
95 14.79 9.43 6.00 13.08 9.21 6.00 13.92 9.33 6.00
-------------------------------------------------------------------------------------------------

OPTION 3 - JOINT AND 50% SURVIVOR LIFE

Primary Annuitant
Male Age

60 65 70 75 80 85
---------------- ---------------- ---------------- ----------------- ----------------- ----------------
3% 4% 3% 4% 3% 4% 3% 4% 3% 4% 3% 4%
Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable
----- -------- ----- -------- ----- -------- ----- -------- ----- -------- ----- --------

Female 60 3.91 4.50 4.13 4.72 4.39 4.98 4.69 5.30 5.02 5.65 5.38 6.05
Age 65 3.99 4.58 4.25 4.83 4.54 5.13 4.88 5.48 5.26 5.88 5.67 6.32
70 4.06 4.65 4.36 4.93 4.70 5.27 5.10 5.68 5.55 6.14 6.03 6.65
75 4.12 4.71 4.46 5.03 4.85 5.42 5.32 5.89 5.86 6.44 6.45 7.05
80 4.17 4.75 4.54 5.11 4.98 5.55 5.54 6.10 6.18 6.75 6.91 7.49
85 4.21 4.79 4.60 5.17 5.09 5.66 5.72 6.28 6.49 7.05 7.40 7.96
---------------- ---------------- ---------------- ----------------- ----------------- ----------------

OPTION 3 - JOINT AND 66 2/3% SURVIVOR LIFE

Primary Annuitant
Male Age

Female 60 3.80 4.39 3.97 4.56 4.16 4.75 4.35 4.95 4.55 5.17 4.76 5.40
Age 65 3.90 4.49 4.12 4.69 4.34 4.92 4.58 5.17 4.83 5.43 5.07 5.70
70 4.00 4.58 4.25 4.83 4.53 5.10 4.84 5.41 5.15 5.73 5.46 6.06
75 4.08 4.66 4.38 4.95 4.72 5.28 5.11 5.67 5.51 6.08 5.92 6.50
80 4.14 4.72 4.48 5.05 4.89 5.45 5.37 5.92 5.90 6.45 6.45 7.01
85 4.19 4.77 4.56 5.13 5.03 5.59 5.61 6.16 6.28 6.83 7.02 7.58
---------------- ---------------- ---------------- ----------------- ----------------- ----------------

OPTION 3 - JOINT AND 100% SURVIVOR LIFE

Primary Annuitant
Male Age

Female 60 3.60 4.19 3.69 4.27 3.76 4.34 3.81 4.39 3.84 4.43 3.87 4.45
Age 65 3.75 4.32 3.88 4.45 3.99 4.55 4.07 4.64 4.14 4.71 4.18 4.76
70 3.88 4.45 4.06 4.62 4.24 4.79 4.38 4.94 4.50 5.06 4.58 5.14
75 3.99 4.56 4.23 4.79 4.49 5.03 4.72 5.27 4.93 5.47 5.08 5.63
80 4.08 4.65 4.38 4.94 4.72 5.27 5.07 5.61 5.40 5.94 5.68 6.22
85 4.15 4.73 4.50 5.06 4.91 5.46 5.39 5.93 5.89 6.43 6.37 6.90
---------------- ---------------- ---------------- ----------------- ----------------- ----------------

Primary Annuitant
Unisex Age

Unisex 60 3.84 4.43 4.07 4.66 4.34 4.93 4.65 5.24 5.00 5.61 5.39 6.03
Age 65 3.90 4.49 4.17 4.75 4.47 5.05 4.83 5.41 5.23 5.83 5.68 6.31
70 3.96 4.54 4.25 4.83 4.60 5.17 5.02 5.59 5.49 6.07 6.03 6.63
75 4.00 4.58 4.32 4.90 4.72 5.28 5.20 5.76 5.76 6.33 6.41 6.99
80 4.03 4.62 4.38 4.95 4.81 5.38 5.36 5.92 6.02 6.58 6.81 7.38
85 4.05 4.64 4.42 4.99 4.88 5.45 5.49 6.05 6.25 6.81 7.20 7.76
---------------- ---------------- ---------------- ----------------- ----------------- ----------------

OPTION 4 - PERIOD CERTAIN ONLY

Monthly Monthly Monthly Monthly
Income Income Income Income
----------------- ---------------- --------------- ----------------
3% 3% 3% 3%
Years Fixed Years Fixed Years Fixed Years Fixed
----- ----- ----- ----- ----- ----- ----- -----
7 13.16 13 7.71 19 5.73 25 4.71
8 11.68 14 7.26 20 5.51 26 4.59
9 10.53 15 6.87 21 5.32 27 4.47
10 9.61 16 6.53 22 5.15 28 4.37
11 8.86 17 6.23 23 4.99 29 4.27
12 8.24 18 5.96 24 4.84 30 4.18
----------------- ---------------- ---------------- ----------------

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Pacific Life & Annuity Company 700 Newport Center Drive Newport Beach, CA 92660 A Stock Company READ YOUR CONTRACT CAREFULLY This is a legal contract between you (the "Owner") and Pacific Life & Annuity Company (hereinafter referred to as "we", "us",...

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Pacific Life & Annuity Company 700 Newport Center Drive Newport Beach, CA 92660 A Stock Company READ YOUR CONTRACT CAREFULLY This is a legal contract between you (the "Owner") and Pacific Life & Annuity Company (hereinafter referred to as "we", "us",...

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