UNITED LIFE & ANNUITY INSURANCE COMPANY (the "Company"), Baton Rouge, Louisiana, agrees to provide benefits to the Owner, subject to the provisions set forth in this Contract and in consideration of Purchase Payments received from the Owner. RIGHT TO...

UNITED LIFE & ANNUITY INSURANCE COMPANY (the "Company"), Baton Rouge, Louisiana,
agrees to provide benefits to the Owner,  subject to the provisions set forth in
this Contract and in consideration of Purchase Payments received from the Owner.

RIGHT  TO  EXAMINE  CONTRACT:  Within  10 days of the  date of  receipt  of this
Contract by the Owner,  it may be returned by delivering or mailing it to United
Life & Annuity Insurance Company, III United Plaza, 0000 Xxxxxx Xxxxx Xxxxxxxxx,
Xxxxx Xxxxx, Xxxxxxxxx 00000-0000. When the contract is received by the Company,
it will be voided as if it had never been in force.  The Company will refund the
greater of Purchase  Payments,  less withdrawals,  or the Owner's Contract Value
computed  at the end of the  Valuation  Period  during  which this  Contract  is
received by the Company at Baton Rouge, Louisiana. For the 15 days following the
date this  Contract  was issued,  Purchase  Payments may be allocated to a Money
Market  Sub-Account  except for any portion of your  Purchase  Payment which you
selected to be allocated  to the Fixed  Account  and/or the Interest  Adjustment
Account.  At the end of 15 days, the Owner's Contract Value will be allocated to
the Sub-Accounts of the Separate  Account,  the Fixed Account and the IA Account
in accordance with the election made by the Owner.

       THIS IS A LEGAL CONTRACT BETWEEN THE CONTRACT OWNER AND THE COMPANY
                          READ YOUR CONTRACT CAREFULLY

         SECRETARY                                         PRESIDENT

                 INDIVIDUAL FIXED AND VARIABLE ANNUITY CONTRACT

                                Nonparticipating

WITHDRAWAL VALUES AND THE DEATH BENEFITS  PROVIDED BY THIS CONTRACT,  WHEN BASED
ON THE INVESTMENT  EXPERIENCE OF THE SEPARATE ACCOUNT,  ARE VARIABLE AND ARE NOT
GUARANTEED AS TO DOLLAR AMOUNT.




UNITED LIFE & ANNUITY INSURANCE COMPANY (the "Company"), Baton Rouge, Louisiana,
agrees to provide benefits to the Owner,  subject to the provisions set forth in
this Contract and in consideration of Purchase Payments received from the Owner.

RIGHT  TO  EXAMINE  CONTRACT:  Within  20 days of the  date of  receipt  of this
Contract by the Owner,  it may be returned by delivering or mailing it to United
Life & Annuity Insurance Company, III United Plaza, 0000 Xxxxxx Xxxxx Xxxxxxxxx,
Xxxxx Xxxxx, Xxxxxxxxx 00000-0000. When the contract is received by the Company,
it will be voided as if it had never been in force.  The Company will refund the
greater of Purchase  Payments,  less withdrawals,  or the Owner's Contract Value
computed  at the end of the  Valuation  Period  during  which this  Contract  is
received by the Company at Baton Rouge, Louisiana. For the 25 days following the
date this  Contract  was issued,  Purchase  Payments may be allocated to a Money
Market  Sub-Account  except for any portion of your  Purchase  Payment which you
selected to be allocated  to the Fixed  Account  and/or the Interest  Adjustment
Account.  At the end of 25 days, the Owner's Contract Value will be allocated to
the Sub-Accounts of the Separate  Account,  the Fixed Account and the IA Account
in accordance with the election made by the Owner.

       THIS IS A LEGAL CONTRACT BETWEEN THE CONTRACT OWNER AND THE COMPANY
                          READ YOUR CONTRACT CAREFULLY

         SECRETARY                                       PRESIDENT

                 INDIVIDUAL FIXED AND VARIABLE ANNUITY CONTRACT

                                Nonparticipating

WITHDRAWAL VALUES AND THE DEATH BENEFITS  PROVIDED BY THIS CONTRACT,  WHEN BASED
ON THE INVESTMENT  EXPERIENCE OF THE SEPARATE ACCOUNT,  ARE VARIABLE AND ARE NOT
GUARANTEED AS TO DOLLAR AMOUNT.




                                TABLE OF CONTENTS



CONTRACT SCHEDULE.................................................4

DEFINITIONS.......................................................8

PURCHASE PAYMENT PROVISIONS......................................11
         PURCHASE PAYMENTS.......................................11
         ALLOCATION OF PURCHASE PAYMENTS.........................11

SEPARATE ACCOUNT PROVISIONS......................................11
         THE SEPARATE ACCOUNT....................................11
         VALUATION OF ASSETS.....................................11
         ACCUMULATION UNITS......................................11
         ACCUMULATION UNIT VALUE.................................12
         MORTALITY AND EXPENSE RISK CHARGE.......................12
         ADMINISTRATIVE CHARGE...................................12
         DISTRIBUTION EXPENSE CHARGE.............................12

IA ACCOUNT.......................................................13
         IA ACCOUNT..............................................13
         INTEREST TO BE CREDITED.................................13
         GUARANTEE PERIOD........................................13
         MULTIPLE GUARANTEE PERIODS..............................13
         CHANGE IN GUARANTEE PERIOD..............................13
         INTEREST ADJUSTMENT.....................................14
         IA ACCOUNT VALUES.......................................14

FIXED ACCOUNT PROVISIONS.........................................14
         FIXED ACCOUNT VALUES....................................14
         INTEREST TO BE CREDITED.................................15

CONTRACT  VALUE................................................. 15

CONTRACT MAINTENANCE CHARGE......................................15
         DEDUCTION FOR CONTRACT MAINTENANCE CHARGE...............15

TRANSFERS........................................................15
         TRANSFERS PRIOR TO THE ANNUITY DATE.....................15

WITHDRAWAL PROVISIONS............................................16
         WITHDRAWALS.............................................16
         CONTINGENT DEFERRED SALES CHARGE........................16

PROCEEDS PAYABLE ON DEATH........................................17
     DEATH OF OWNER DURING THE ACCUMULATION PERIOD ..............17
     DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD ........17
     DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD........17
     DEATH OF OWNER DURING THE ANNUITY PERIOD....................17
     DEATH OF ANNUITANT..........................................18
     PAYMENT OF DEATH BENEFIT....................................18
     BENEFICIARY.................................................18
     CHANGE OF BENEFICIARY.......................................18

SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION                        

OWNER, ANNUITANT,  ASSIGNMENT PROVISIONS.........................19
     OWNER.......................................................19
     JOINT OWNER.................................................19
     ANNUITANT...................................................19
     ASSIGNMENT OF A CONTRACT....................................19

ANNUITY PROVISIONS...............................................20
     GENERAL.....................................................20
     ANNUITY DATE................................................20
     SELECTION OF AN ANNUITY OPTION..............................20
     FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS....................20
     ANNUITY OPTIONS.............................................20
            OPTION A. LIFE ANNUITY...............................20
            OPTION B. LIFE ANNUITY WITH PERIODS CERTAIN..........20
            OPTION C. JOINT AND SURVIVOR ANNUITY.................21

     FIXED ANNUITY...............................................21
     MORTALITY TABLES........................................... 21

GENERAL PROVISIONS...............................................21
     THE CONTRACT................................................21
     MISSTATEMENT OF AGE.........................................21
     INCONTESTABILITY............................................21
     MODIFICATION................................................22
     NON-PARTICIPATING...........................................22
     EVIDENCE OF SURVIVAL........................................22
     PROOF OF AGE................................................22
     PROTECTION OF PROCEEDS......................................22
     REPORTS ....................................................22
     TAXES.......................................................22
     REGULATORY REQUIREMENTS.....................................22


                                CONTRACT SCHEDULE

                                         HOME OFFICE:

                                         United Life & Annuity Insurance Company
                                         0000 Xxxxxx Xxxxx Xxxx.
                                         P.O. Box 260100
                                         Xxxxx Xxxxx, XX  00000-0000

CONTRACT OWNER: [XXX XXXXXX]                    CONTRACT DATE: [March 13, 1997]

CONTRACT NUMBER:  [8390000001]                  ANNUITY DATE:  [March 13,  2041]

Beneficiary  and  Annuitant:  As named by the  Owner at the Issue  Date,  unless
changes according to the Contract provisions.

PURCHASE PAYMENTS:

     INITIAL PURCHASE PAYMENT:              [$999,999.00]

     MINIMUM SUBSEQUENT PURCHASE PAYMENT:   $500 OR $100 for automatic check 
                                            option.

     MAXIMUM TOTAL PURCHASE PAYMENT:        $500,000 without prior company
                                            approval.


ALLOCATION GUIDELINES:

The Owner can select up to 10 investment options,  including  Sub-Accounts,  the
Fixed Account and the Guarantee Periods of the IA Account.

If the  Purchase  Payments  and forms  required to issue a Contract  are in good
order,  the initial Net Purchase  Payment will be credited to the Contract Value
within two (2) business days after receipt by the Company.  Additional  Purchase
Payments will be credited to the Contract Value as of the Valuation  Period when
they are received.

Allocation  percentages  must be in whole numbers.  Each  allocation  must be at
least 5% or $500 (whichever is greater),  except for certain plans referenced in
the  Purchase  Payment  definition  on page 9.  Allocations  made  pursuant to a
Pre-approved Rebalancing Program are not subject to such limitations.

CONTRACT MAINTENANCE CHARGE:

None

MORTALITY AND EXPENSE RISK CHARGE:

Equal,  on an annual basis, to 1.25% of the average daily net asset value of the
Separate Account.

ADMINISTRATION CHARGE:

Equal,  on an annual basis,  to .15% of the average daily net asset value of the
Separate Account.

DISTRIBUTION EXPENSE CHARGE:

None

TRANSFERS:

NUMBER OF TRANSFERS PERMITTED: No limit during the Accumulation Period.

TRANSFER FEE: The lesser of $25.00 or 2% of the amount transferred.  No transfer
fee on the first 12 transfers in a Contract  Year.  The transfer fee is deducted
from the amount  transferred.  Transfers made at the end of the Right to Examine
Contract Period by the Company and any transfers made pursuant to a Pre-approved
Dollar Cost Averaging Program or pursuant to a Pre-approved  Rebalancing Program
will not be counted in determining the application of the Transfer Fee.

MINIMUM  AMOUNT TO BE  TRANSFERRED:  $250 from any Account or the Owner's entire
interest in any Account,  if less. This requirement is waived if the transfer is
pursuant to a  Pre-approved  Dollar  Cost  Averaging  Program or a  Pre-approved
Rebalancing Program.

MINIMUM  AMOUNT  WHICH MUST REMAIN IN EACH  ACCOUNT  AFTER A TRANSFER:  $500 per
Account or $0, if the entire amount in any Account is transferred.

MAXIMUM AMOUNT WHICH CAN BE  TRANSFERRED  FROM THE FIXED ACCOUNT TO THE SEPARATE
ACCOUNT DURING THE ACCUMULATION  PERIOD:  25% of the Owner's Fixed Account Value
in any one Contract  Year and then only at the end of a Guarantee  Period.  This
requirement is waived if the transfer is pursuant to a Pre-approved  Dollar Cost
Averaging Program or a Pre-approved Rebalancing program.

MAXIMUM AMOUNT THAT CAN BE TRANSFERRED FROM ANY GUARANTEE PERIOD IN THE INTEREST
ADJUSTMENT  ACCOUNT TO ANY ACCOUNT DURING THE  ACCUMULATION  PERIOD:  25% of the
Owner's  value in the  Interest  Adjustment  Account as of the  beginning of the
current Contract Year. If the Effective Date of the Interest  Adjustment Account
is after the beginning of the current  Contract  Year,  then the maximum  amount
which  can  be  transferred  is 25% of the  Purchase  Payment  allocated  to the
Interest Adjustment Account.

WITHDRAWALS:  A Contingent  Deferred Sales Charge is assessed  against  Purchase
Payments withdrawn.  The charge is calculated at the time of each withdrawal and
will be  deducted  from  the  Contract  Value  remaining  in the  Contract.  The
Contingent  Deferred  Sales Charge is based upon the length of time from receipt
of Purchase Payments to the date of withdrawal. Each Purchase Payment is tracked
as to its date of receipt and  withdrawals  thereof are determined in accordance
with the following:

         NUMBER OF COMPLETE
         YEARS SINCE RECEIPT
         OF PURCHASE PAYMENTS                                CHARGE
         -------------------                                 ------

                  0                                           7.0%
                  1                                           6.0%
                  2                                           5.0%
                  3                                           4.0%
                  4                                           3.0%
                  5                                           2.0%
                  6                                           1.0%
                  7 or more                                   0.0%


FREE WITHDRAWAL:  On each Contract  Anniversary,  the Free Withdrawal  Amount is
equal  to the  greater  of:  (a)  the  earnings  in the  Contract  or (b) 10% of
remaining Purchase Payments as of the beginning of the current Contract Year. On
other than Contract  Anniversaries,  the Free Withdrawal  Amount is equal to the
Free  Withdrawal  Amount at the  beginning  of the  Contract  Year less  amounts
withdrawn  without  deduction of Contingent  Deferred  Sales Charges  during the
current  Contract Year. The Free Withdrawal  Amount is not available for a total
surrender.

MINIMUM  PARTIAL  WITHDRAWAL:  $500.  This  requirement is waived if the partial
withdrawal is pursuant to a Systematic Withdrawal Option.

MINIMUM  CONTRACT  VALUE  WHICH  MUST  REMAIN  IN THE  CONTRACT  AFTER A PARTIAL
WITHDRAWAL: $2000

MINIMUM  CONTRACT  VALUE  WHICH  MUST  REMAIN  IN ANY  ACCOUNT  AFTER A  PARTIAL
WITHDRAWAL: $500

WAIVER OF CONTINGENT  DEFERRED SALES CHARGE:  After the first Contract Year, the
Contingent  Deferred Sales Charge will not apply if: (a) the Owner, or the older
Owner if the Contract is jointly owned,  becomes  confined to a Nursing Home for
at least 90 consecutive  days; (b) confinement in a Nursing Home is certified by
a physician and is medically necessary; and (c) the request for a full surrender
or a partial  withdrawal  and adequate  proof of  confinement,  in writing,  are
received by the Company,  no later than 90 days after  discharge  from a Nursing
Home.



                                                               
ELIGIBLE FUNDS:                                                   SUB-ACCOUNTS:

     MFS VARIABLE INSURANCE TRUST

         MFS Emerging Growth Series                               MFS Emerging Growth Sub-Account
         MFS Total Return Series                                  MFS Total Return Sub-Account

     FEDERATED INSURANCE SERIES

         Federated High Income Bond Fund II                       Federated High Income Bond Sub-Account
         Federated Utility Fund II                                Federated Utility Sub-Account
         Federated Fund for U.S. Government                       Federated U.S. Government Securities
             Securities II                                           Sub-Account

     DREYFUS STOCK INDEX FUND                                     Dreyfus Stock Index Sub-Account

     DREYFUS VARIABLE INVESTMENT FUND

         Growth and Income Portfolio                              Dreyfus Growth and Income Sub-Account

     XXXXXXX VARIABLE LIFE INVESTMENT FUND

         Money Market Portfolio                                   Xxxxxxx Money Market Sub-Account
         International Portfolio, Class A                         Xxxxxxx International Sub-Account

     XXXXX AMERICAN FUND

            Xxxxx American Growth Portfolio                       Xxxxx American Growth Sub-Account

     XXX XXX WORLDWIDE INSURANCE TRUST

         Worldwide Hard Assets Fund                               Xxx Xxx Worldwide Hard Assets Sub-Account


ELIGIBLE  FUNDS:  As selected  by the Owner in the  application  unless  changed
according to the Contract provisions.

SEPARATE ACCOUNT:  United Life & Annuity Separate Account One

FIXED ACCOUNT:

         INITIAL GUARANTEE PERIOD: 1 Year
         INITIAL CURRENT INTEREST RATE: 4.25%
         MINIMUM GUARANTEED INTEREST RATE: 3%

CURRENT IA ACCOUNT GUARANTEE PERIOD OPTION:
         MINIMUM GUARANTEED INTEREST RATE: 3%

         3 Years
         5 Years
         7 Years

IA ACCOUNT:

         NONE

INTEREST ADJUSTMENT FACTOR: The Interest Adjustment Factor is equal to:

                  [ ( 1 + i ) / ( 1 + j + .004) ] n/12      - 1


Where    i =      Current  Interest  Rate  credited to the Owner's  Contract
                  Value  allocated to a Guarantee  Period as of the beginning of
                  the Guarantee Period.

         j =      Current  Interest  Rate then being offered for new Guarantee
                  Periods  with  durations  equal to the  number of years in the
                  current Guarantee Period.

         n  =     Number of full months remaining in the Guarantee Period.

RIDERS:

                                   DEFINITIONS

ACCOUNT:  The Fixed Account,  each  Guarantee  Period of the IA Account and each
Sub-Account.

ACCUMULATION  PERIOD: The period prior to the Annuity Date during which Purchase
Payments may be made by the Owner.

ACCUMULATION  UNIT: A unit of measure used to determine the value of the Owner's
interest  in a  Sub-Account  of the  Separate  Account  during the  Accumulation
Period.

ADJUSTED CONTRACT VALUE: The Contract Value less any applicable  Premium Tax and
Contract  Maintenance  Charge.  This amount is applied to the applicable Annuity
Tables to determine Annuity Payments.

AGE:  The age of any Owner or Annuitant on his/her last birthday.

ANNUITANT:  The natural  person on whose life Annuity  Payments to the Owner are
based.  On or after the Annuity Date, the Annuitant shall also include any Joint
Annuitant.

ANNUITY DATE:  The date on which  Annuity  Payments  begin.  The Annuity Date is
shown on the Contract Schedule.

ANNUITY OPTIONS:  Options available for Annuity Payments.

ANNUITY  PAYMENTS:  The series of payments  made to the Owner or any named payee
after the Annuity Date under the Annuity Option selected.

ANNUITY PERIOD:  The period of time beginning with the Annuity Date during which
Annuity Payments are made.

BENEFICIARY:  The  person(s) or  entity(ies)  who will receive the death benefit
payable under a Contract.

COMPANY:  United Life & Annuity Insurance  Company.  The office indicated on the
Contract  Schedule to which  notices,  requests,  and Purchase  Payments must be
sent.  All sums payable to the Company and payable by the Company are payable at
the Company's Home Office.

CONTRACT ANNIVERSARY:  The anniversary of the Issue Date.

CONTRACT  VALUE:  The dollar  value as of any  Valuation  Period of all  amounts
accumulated in a Contract.

CONTRACT  WITHDRAWAL VALUE: The Contract Value less any applicable  Premium Tax,
less  any  Contingent  Deferred  Sales  Charge,  less  any  applicable  Contract
Maintenance Charge and plus or minus any Interest Adjustment.

CONTRACT  YEAR: The first Contract Year is the annual period which begins on the
Issue Date.  Subsequent  Contract  Years begin on each  anniversary of the Issue
Date.

CURRENT  INTEREST  RATE: The interest rate credited to the Contract Value by the
Company for any given Guarantee  Period in the IA Account or Fixed Account.  The
Initial Current  Interest Rates for the selected  Guarantee  Periods and for the
Fixed Account and the IA Account are shown on the Contract Schedule.

EFFECTIVE DATE: The Effective Date of a Guarantee Period with a Current Interest
Rate.

ELIGIBLE FUND:  An investment entity shown on the Contract Schedule.

FIXED ACCOUNT:  An investment option within the General Account.

FIXED  ANNUITY:  A series of payments  made during the Annuity  Period which are
guaranteed as to dollar amount by the Company.

GENERAL ACCOUNT: The Company's general investment account which contains all the
assets of the  Company  with the  exception  of the  Separate  Account and other
segregated asset accounts.

GUARANTEE PERIOD:  The period for which the Current Interest Rate is credited in
either  the IA Account  or the Fixed  Account.  The  initial  Guarantee  Periods
selected by the Owner are shown on the Contract Schedule.

ISSUE  DATE:  The date a Contract is issued to the  Owner(s).  The Issue Date is
shown on the Contract Schedule.

INTEREST  ADJUSTMENT:  An adjustment  to the amount  withdrawn,  transferred  or
annuitized  from an IA  Account  prior  to the end of the  applicable  Guarantee
Period.  The adjustment  reflects the change in the value of the funds withdrawn
or  transferred  due to the change in the interest  rates since the beginning of
the Guarantee Period.

IA  ACCOUNT:  An  investment  option  where the Company  guarantees  the rate of
interest  for a  specified  Period and where  withdrawals  or  transfers  may be
subject to an Interest Adjustment.

NET PURCHASE PAYMENT:  A Purchase Payment less any applicable Premium Tax.

OWNER:  A person who owns the Contract.

PORTFOLIO:  A segment of an  Eligible  Fund  which  constitutes  a separate  and
distinct class of shares.  Portfolios  which are available for investment by the
Sub-Accounts under this Contract are shown on the Contract Schedule.

PREMIUM TAX: Any premium taxes incurred to any governmental  entity and assessed
against Purchase Payments or the Contract Value.

PURCHASE PAYMENT: A payment made by the Owner with respect to this Contract. The
minimum initial Purchase  Payment for Qualified  Contracts is $2,000 (except for
IRA's,  403(b)'s and some automatic premium payment plans).  The minimum initial
Purchase Payment for Non-Qualified Contracts is $5,000.

SEPARATE  ACCOUNT:  The Company's  Separate  Account  designated on the Contract
Schedule.

SUB-ACCOUNT:  Separate  Account assets are divided into  Sub-Accounts  which are
listed on the Contract Schedule.  Assets of each Sub-Account will be invested in
shares of an Eligible Fund or a Portfolio of an Eligible Fund.

VALUATION  DATE:  Each day on which the Company and the New York Stock  Exchange
("NYSE") are open for business.

VALUATION  PERIOD:  The period of time beginning at the close of business of the
NYSE on each  Valuation  Date and ending at the close of  business  for the next
succeeding Valuation Date.

WRITTEN REQUEST:  A request in writing,  in a form  satisfactory to the Company,
which is received by the Company.



                           PURCHASE PAYMENT PROVISIONS

PURCHASE  PAYMENTS:  The  initial  Purchase  Payment  is due on the Issue  Date.
Subject to the maximum and minimum shown on the Contract Schedule, the Owner may
make  subsequent  Purchase  Payments  and may increase or decrease or change the
frequency  of such  payments.  The  Company  reserves  the right to  reject  any
Application or Purchase Payment.

ALLOCATION OF PURCHASE  PAYMENTS:  Net Purchase Payments are allocated to one or
more of the Fixed Account or the IA Account  Guarantee  Period options and/or to
one or  more  Sub-Accounts  of the  Separate  Account  in  accordance  with  the
selections made by the Owner. The allocation of the initial Net Purchase Payment
for the Owner is made in accordance  with the selection made by the Owner at the
Issue Date.  Unless  otherwise  changed by the Owner,  subsequent  Net  Purchase
Payments are  allocated in the same manner as the initial Net Purchase  Payment.
Allocation of the Net Purchase Payments is subject to the Allocation  Guidelines
shown on the Contract  Schedule.  The Company has reserved the right to allocate
initial Net Purchase Payments to a Money Market Sub-Account until the expiration
of the Right to Examine Contract period.

                           SEPARATE ACCOUNT PROVISIONS

THE  SEPARATE  ACCOUNT:  The  Separate  Account is  designated  on the  Contract
Schedule  and  consists  of  assets  set  aside by the  Company,  which are kept
separate from that of the general assets and all other  separate  account assets
of the Company.  The assets of the Separate  Account equal to reserves and other
liabilities  will not be  charged  with  liabilities  arising  out of any  other
business the Company may conduct.

The Separate  Account  assets are divided into  Sub-Accounts.  The  Sub-Accounts
which are available under this Contract are listed on the Contract Schedule. The
assets  of the  Sub-Accounts  are  allocated  to the  Eligible  Fund(s)  and the
Portfolio(s),  if any, within an Eligible Fund, shown on the Contract  Schedule.
The  Company  may,  from  time to  time,  add  additional  Eligible  Fund(s)  or
Portfolio(s) to those shown on the Contract Schedule. The Owner may be permitted
to transfer  Contract Values or allocate Net Purchase Payments to the additional
Sub-Account(s)  within the  Separate  Account.  However,  the right to make such
transfers or allocations will be limited by the terms and conditions  imposed by
the Company.

Should the shares of any such  Eligible  Fund(s) or any  Portfolio(s)  within an
Eligible Fund become  unavailable for investment by the Separate  Account or the
Company's  Board  of  Directors   deems  further   investment  in  these  shares
inappropriate,  the  Company  may  limit  further  purchase  of such  shares  or
substitute  shares of another  Eligible  Fund or  Portfolio  for shares  already
purchased under this Contract.

VALUATION OF ASSETS: The assets of the Separate Account are valued at their fair
market value in accordance with procedures of the Company.

ACCUMULATION UNITS:  Accumulation Units shall be used to account for all amounts
allocated to or withdrawn  from the  Sub-Accounts  of the Separate  Account as a
result of Net Purchase Payments,  withdrawals,  transfers,  or fees and charges.
The Company will  determine  the number of  Accumulation  Units of a Sub-Account
purchased or canceled. This will be done by dividing the amount allocated to (or
the  amount  withdrawn  from)  the  Sub-Account  by  the  dollar  value  of  one
Accumulation  Unit  of the  Sub-Account  as of the end of the  Valuation  Period
during which the request for the transaction is received at the Company.

ACCUMULATION  UNIT VALUE: The  Accumulation  Unit Value for each Sub-Account was
arbitrarily set initially at $10.  Subsequent  Accumulation Unit Values for each
Sub-Account  are determined by multiplying the  Accumulation  Unit Value for the
immediately  preceding  Valuation  Period by the Net  Investment  Factor for the
Sub-Account for the current period.

The Net Investment  Factor for each Sub-Account is determined by dividing A by B
and subtracting C where:

       A          is (i) the net asset value per share of the  Eligible  Fund or
                  Portfolios of an Eligible Fund held by the Sub-Account for the
                  current Valuation Period; plus

                  (ii) any  dividend  or  capital  gains per share  declared  on
                  behalf  of  such  Eligible  Fund  or  Portfolio  that  has  an
                  ex-dividend date within the current Valuation Period;  plus or
                  minus

                  (iii)  the  cumulative  per share  charge or credit  for taxes
                  reserved  which is  determined by the Company to have resulted
                  from the operation or maintenance of the Sub-Account.

       B          is the net  asset  value  per  share of the  Eligible  Fund or
                  Portfolio  held  by  the   Sub-Account   for  the  immediately
                  preceding  Valuation Period;  plus or minus the cumulative per
                  share charge or credit for taxes reserved for the  immediately
                  preceding Valuation Date.

       C          is the factor  representing  the cumulative  unpaid charge for
                  the Mortality and Expense Risk Charge,  for the Administrative
                  Charge, and for the Distribution Expense Charge, if any, which
                  are shown on the Contract Schedule.

The  Accumulation  Unit Value may increase or decrease from Valuation  Period to
Valuation Period.

MORTALITY AND EXPENSE RISK CHARGE:  Each Valuation Period, the Company deducts a
Mortality and Expense Risk Charge from the Separate  Account which is equal,  on
an annual basis, to the amount shown on the Contract Schedule. The Mortality and
Expense  Risk Charge  compensates  the Company for assuming  the  mortality  and
expense risks under this Contract.

ADMINISTRATIVE   CHARGE:   Each  Valuation   Period,   the  Company  deducts  an
Administrative  Charge from the Separate  Account  which is equal,  on an annual
basis, to the amount shown on the Contract Schedule.  The Administrative  Charge
compensates the Company for the costs associated with the administration of this
Contract and the Separate Account.

DISTRIBUTION  EXPENSE  CHARGE:  Each  Valuation  Period,  the Company  deducts a
Distribution  Expense  Charge from the Separate  Account  which is equal,  on an
annual basis,  to the amount shown on the Contract  Schedule.  The  Distribution
Charge compensates the Company for the costs associated with the distribution of
the Contracts.

                                   IA ACCOUNT

IA ACCOUNT:  Net  Purchase  Payments  may be  allocated to one or more of the IA
Account  Guarantee  Period  options which are available at the time the Purchase
Payment is made.  The initial IA Account  Guarantee  Period options are shown on
the Contract Schedule.  In addition,  during the Accumulation  Period,  Contract
Values can be transferred  from the Separate Account and/or the Fixed Account to
one or more of the IA Account  Guarantee  Period  options  on the next  Contract
Anniversary.

INTEREST TO BE  CREDITED:  The  initial  Current  Interest  Rate for the initial
Guarantee Period of the IA Account is shown on the Contract Schedule.  After the
initial Guarantee Period, the Current Interest Rate for any subsequent Guarantee
Period of the IA Account may change.  All interest  payable  under a Contract is
compounded  daily at the stated effective annual interest rate. In no event will
the Current  Interest  Rate be less than the Minimum  Guaranteed  Interest  Rate
specified on the Contract Schedule.

GUARANTEE  PERIOD:  The  initial  Guarantee  Period  is  shown  on the  Contract
Schedule.  During the thirty (30) days prior to the end of a  Guarantee  Period,
the  Owner may  renew  for the same or any  other  Guarantee  Period at the then
Current Interest Rate or may elect to transfer all or a portion of the amount to
the Fixed Account or to the Separate Account.  Any transfer elected will be made
as of the last  Valuation  Date of a current  Guarantee  Period  and will not be
subject to the  Interest  Adjustment.  

If the Owner does not  specify a Guarantee  Period at the time of  renewal,  the
Company will select the same  Guarantee  Period as has just expired,  so long as
such Guarantee Period does not extend beyond the latest Annuity Date that can be
selected by the Owner.  If such  Guarantee  Period does extend beyond the latest
Annuity  Date,  the Company will choose the longest  period that will not extend
beyond  such date.  If a renewal  occurs  within one year of the latest  Annuity
Date,  the Company will choose the 1-year Fixed  Account  option and will credit
interest up to the Annuity  Date at the Current  Interest  Rate for the one year
Guarantee Period as of the renewal date.

MULTIPLE  GUARANTEE  PERIODS:  The Owner may elect one or more Guarantee Periods
subject to the Company's  underwriting  rules.  Multiple  Guarantee  Periods are
treated separately for purposes of applying the Interest Adjustment. The Company
reserves the right to credit  different  Current  Interest Rates to the Contract
Value attributable:

     1.   to different Guarantee Periods; and

     2.   to Guarantee  Periods of the same  duration with  different  Effective
          Dates.

CHANGE IN GUARANTEE  PERIOD:  The Owner may upon Written  Request  change to any
Guarantee  Period then being offered by the Company with respect to contracts of
this type and class. The Interest  Adjustment will apply to a change made at any
time other than at the end of a Guarantee Period.  The Interest  Adjustment will
not apply to a change made at the end of a Guarantee  Period if written  request
is  received  by the  Company  within  thirty  (30) days prior to the end of the
Guarantee Period.

INTEREST  ADJUSTMENT:  Except on the latest Annuity Date, any amount  withdrawn,
transferred  or  annuitized  prior to the end of that  Guarantee  Period  may be
subject to an Interest Adjustment. The Interest Adjustment will be calculated by
using the formula  which  provides you with the larger  value.  The formulas are
calculated by: (a) multiplying the amount  withdrawn,  transferred or annuitized
by the Interest  Adjustment Factor shown below or by (b) accumulating the amount
of Purchase Payment withdrawn,  transferred or annuitized at an effective annual
interest rate of three  percent (3%).  Both (a) and (b) will be adjusted for any
applicable  Contingent  Deferred  Sales  Charges  and any prior  deductions  for
withdrawals or taxes.

There will be no Interest  Adjustment on withdrawals  from the IA Account in the
following  situations:  (1) death benefit paid under the  Contract;  (2) amounts
withdrawn to pay fees or charges;  (3) amounts withdrawn or transferred from the
IA  Account  at the  end of the  Guarantee  Period;  and (4)  amounts  withdrawn
pursuant to the Free Withdrawal Provision.

IA ACCOUNT VALUES: The IA Account Value of a Contract at any time is equal to:

     1. the Net Purchase Payments allocated to the IA Account; plus

     2. the Contract Value transferred to the IA Account; plus

     3. interest credited to the Owner's interest in the IA Account; less

     4. any  prior  withdrawals  of  Contract  Value in the IA  Account  and any
Contingent Deferred Sales Charge; less

     5. any Contract Value transferred from the IA Account; less

     6. Contract Maintenance Charges or Transfer Fees.

Any  subsequent  Purchase  Payments  and  transfers  to the IA  Account  will be
allocated to a new Guarantee Period with a new Effective Date.

                            FIXED ACCOUNT PROVISIONS

FIXED ACCOUNT VALUES: The Fixed Account Value of a Contract at any time is equal
to:

     1. the Net Purchase Payments allocated to the Fixed Account; plus

     2. the Contract Value transferred to the Fixed Account; plus

     3. interest credited to the Owner's interest in the Fixed Account; less

     4. any prior withdrawals of the Contract Value in the Fixed Account and any
Contingent Deferred Sales Charge; less

     5. any Contract Value transferred from the Fixed Account; less

     6. Contract Maintenance Charges or Transfer Fees.

INTEREST TO BE CREDITED: The Company guarantees that the interest to be credited
to the Fixed Account will not be less than the Minimum Guaranteed  Interest Rate
shown on the Contract Schedule.  The Company may credit additional interest,  at
its sole discretion,  for any Fixed Account option. The Fixed Account option and
the Initial Current Interest Rate are shown on the Contract Schedule.

                                 CONTRACT VALUE

The Contract Value for any Valuation  Period is the sum of the Contract Value in
each of the Sub-Accounts of the Separate  Account,  the Contract Value in the IA
Account and the Contract Value in the Fixed Account.

The Contract  Value in a  Sub-Account  of the Separate  Account is determined by
multiplying the number of  Accumulation  Units allocated to the Contract for the
Sub-Account by the Accumulation Unit Value.

Withdrawals  will  result  in  the  cancellation  of  Accumulation  Units  in  a
Sub-Account  or a  reduction  in  the  Fixed  Account  or  the  IA  Account,  as
applicable.

                           CONTRACT MAINTENANCE CHARGE

DEDUCTION FOR CONTRACT  MAINTENANCE CHARGE:  During the Accumulation  Period, on
each Contract  Anniversary,  the Company deducts a Contract  Maintenance  Charge
from the Contract  Value by reducing the  Contract  Values in the Fixed  Account
and/or the IA Account and by canceling  Accumulation  Units from each applicable
Sub-Account  to  reimburse  it  for  expenses  relating  to  maintenance  of the
Contract.  The  Contract  Maintenance  Charge  will be  deducted  from the Fixed
Account and/or the IA Account and the  Sub-Accounts  in the Separate  Account in
the same  proportion  that the  amount of  Contract  Value in the Fixed  Account
and/or the IA Account and each  Sub-Account  bears to the total Contract  Value.
The Contract  Maintenance Charge is shown on the Contract  Schedule.  During the
Accumulation  Period, the Contract  Maintenance Charge will be deducted from the
Contract Value on each Contract Anniversary while the Contract is in force. If a
total  withdrawal  is made on other than a Contract  Anniversary,  the  Contract
Maintenance Charge will be deducted at the time of withdrawal.

                                    TRANSFERS

TRANSFERS  PRIOR TO THE ANNUITY DATE:  Subject to any limitation  imposed by the
Company on the number of transfers during the  Accumulation  Period shown on the
Contract  Schedule,  the Owner may, after the expiration of any Right to Examine
Contract  Period,  transfer  all or  part of the  Contract  Value  in the  Fixed
Account,  the IA  Account  or a  Sub-Account  by  Written  Request  without  the
imposition  of any  Transfer  Fee, if there have been no more than the number of
free  transfers as shown on the Contract  Schedule  for the Contract  Year.  All
transfers are subject to the following:

     1. If more  than  the  number  of free  transfers,  shown  on the  Contract
Schedule,  have been made in a Contract Year, the Company will deduct a Transfer
Fee, shown on the Contract Schedule, for each subsequent transfer permitted. The
Transfer Fee will be deducted from the amount which is transferred.

     2. The minimum amount which can be transferred  from a Sub-Account is shown
on the Contract Schedule.  The minimum amount which must remain in a Sub-Account
is shown on the Contract  Schedule.  The maximum amount which can be transferred
from the  Fixed  Account  to the  Separate  Account  is  shown  on the  Contract
Schedule.  The  maximum  amount  that  can be  transferred  from  an IA  Account
Guarantee Period to another Account is shown on the Contract Schedule.

     3. The Company  reserves the right, at any time and without prior notice to
any party,  to  terminate,  suspend or modify the transfer  privilege  described
above.

If the Owner  elects to use this  transfer  privilege,  the Company  will not be
liable for  transfers  made in  accordance  with the Owner's  instructions.  All
amounts and Accumulation Units will be determined as of the end of the Valuation
Period during which the request for transfer is received at the Company.

                              WITHDRAWAL PROVISIONS

WITHDRAWALS:  During  the  Accumulation  Period,  the Owner  may,  upon  Written
Request, make a total or partial withdrawal of the Contract Withdrawal Value.

Unless the Owner instructs the Company  otherwise,  a partial withdrawal will be
made from the Separate Account.  A partial  withdrawal from the Separate Account
will  result in the  cancellation  of  Accumulation  Units from each  applicable
Sub-Account in the ratio that the Owner's  interest in the Sub-Account  bears to
the total Contract Value in all Sub-Accounts.  The Owner must specify by Written
Request in advance which  Sub-Account  Accumulation  Units are to be canceled if
other than the above method is desired.

A partial withdrawal from the Fixed Account or the IA Account is made when there
are multiple  Guarantee  Periods by a  withdrawal  first from the one year Fixed
Account and next from the Guarantee  Period of the shortest  remaining  duration
and then from the Guarantee  Period with the earliest  Effective  Date where the
Guarantee Periods are of the same duration.  A partial withdrawal is taken first
from the  Contract  Withdrawal  Value for which  the Free  Withdrawal  Provision
applies  and then from the  Contract  Withdrawal  Value  for  which  there is no
waiver.  A  withdrawal  from  the IA  Account  may  be  subject  to an  Interest
Adjustment.

The  Company  will pay the  amount of any  withdrawal  within  seven (7) days of
receipt of a request in good order unless the Suspension or Deferral of Payments
Provision is in effect.

Each partial  withdrawal must be for an amount which is not less than the amount
shown on the Contract Schedule.  The minimum Contract Value which must remain in
the Contract after a partial withdrawal is shown on the Contract  Schedule.  The
minimum  Contract  Value  which  must  remain  in an  Account  after  a  partial
withdrawal is shown on the Contract Schedule.

CONTINGENT  DEFERRED SALES CHARGE:  Upon a withdrawal of the Contract Withdrawal
Value, a Contingent  Deferred Sales Charge as set forth on the Contract Schedule
may be assessed. The Contingent Deferred Sales Charge may be waived as set forth
on the  Contract  Schedule  under "Free  Withdrawal"  and "Waiver of  Contingent
Deferred Sales Charge."

                            PROCEEDS PAYABLE ON DEATH

DEATH OF OWNER DURING THE ACCUMULATION  PERIOD:  Upon the death of the Owner, or
Joint Owner,  prior to the Annuity  Date,  the death benefit will be paid to the
Beneficiary(ies)  designated by the Owner.  Upon the death of a Joint Owner, the
surviving Joint Owner, if any, will be treated as the Primary  Beneficiary.  Any
other Beneficiary  designation on record at the time of death will be treated as
a Contingent Beneficiary.

A Beneficiary  may request that the death benefit be paid under one of the Death
Benefit  Options below. If the Beneficiary is the spouse of the Owner, he or she
may elect to continue the Contract at the then current  Contract Value in his or
her own name and exercise all the Owner's rights under the Contract.

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION  PERIOD: The death benefit will be:
the  greater of (i) the  Purchase  Payments,  less any  withdrawals  and related
Contingent  Deferred Sales Charges;  or (ii) the Contract Value determined as of
the end of the Valuation Period during which the Company receives both due proof
of death and an election for the payment method.

DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD: A non-spousal  Beneficiary
must elect the death  benefit to be paid under one of the  following  options in
the event of the death of the Owner during the Accumulation Period:

     Option 1 - lump sum payment of the death benefit; or
         
     Option 2 - the payment of the entire death benefit within five (5) years of
     the date of death of the Owner; or

     Option 3 - payment of the death  benefit  under an Annuity  Option over the
     lifetime of the Beneficiary or over a period not extending  beyond the life
     expectancy of the Beneficiary with  distribution  beginning within one year
     of the date of death of the Owner or any Joint Owner.

Any portion of the death  benefit not applied under Option 3 within one (1) year
of the date of the Owner's  death must be  distributed  within five (5) years of
the date of death.

A spousal  Beneficiary may elect to continue the Contract in his or her own name
at the then  current  Contract  Value,  elect a lump sum  payment  of the  death
benefit, or apply the death benefit to the Annuity Option.

If a lump sum payment is  requested,  the amount  will be paid within  seven (7)
days of receipt of proof of death and the  election,  unless the  Suspension  or
Deferral of Payments Provision is in effect.

Payment  to the  Beneficiary,  other than in a single  sum,  may only be elected
during the 60-day period beginning with the date of receipt of proof of death.

DEATH OF OWNER DURING THE ANNUITY PERIOD: If the Owner, or a Joint Owner, who is
not the Annuitant,  dies during the Annuity Period, any remaining payments under
the Annuity Option elected will continue at least as rapidly as under the method
of  distribution  in effect at such Owner's  death.  Upon the death of the Owner
during the Annuity Period, the Beneficiary becomes the Owner.

DEATH OF ANNUITANT: Upon the death of an Annuitant, who is not the Owner, during
the Accumulation Period, the Owner may designate a new Annuitant, subject to the
Company's  underwriting  rules then in effect.  If no designation is made within
thirty  (30)  days of the death of the  Annuitant,  the Owner  will  become  the
Annuitant. If the Owner is a non-natural person, the death of the Annuitant will
be treated as the death of the Owner and a new Annuitant may not be  designated.

Upon the death of the Annuitant during the Annuity Period, the death benefit, if
any, will be as specified in the Annuity Option elected.  Death benefits will be
paid at least as rapidly as under the  method of  distribution  in effect at the
Annuitant's death.

PAYMENT OF DEATH BENEFIT: The Company will require due proof of death before any
death benefit is paid. Due proof of death will be:

1.   a certified death certificate;

2.   a certified  decree of a court of competent  jurisdiction as to the finding
     of death; or

3.   any other proof satisfactory to the Company.

All death benefits will be paid in accordance with applicable law or regulations
governing death benefit payments.

BENEFICIARY: The Beneficiary designation in effect on the Issue Date will remain
in effect until changed.  The Beneficiary is entitled to receive the benefits to
be paid at the death of the Owner.

Unless the Owner  provides  otherwise,  the death  benefit will be paid in equal
shares to the survivor(s) as follows:

1.   to  the  Primary  Beneficiary(ies)  who  survive  the  Owner's  and/or  the
     Annuitant's death, as applicable; or if there are none

2.   to the  Contingent  Beneficiary(ies)  who survive  the  Owner's  and/or the
     Annuitant's death, as applicable; or if there are none

3.   to the estate of the Owner.

CHANGE   OF   BENEFICIARY:   Subject   to  the   rights   of   any   irrevocable
Beneficiary(ies),   the  Owner  may  change  the  Primary   Beneficiary(ies)  or
Contingent Beneficiary(ies). A change may be made by Written Request. The change
will take effect as of the date the Written Request is signed.  The Company will
not be liable for any payment made or action taken before it records the change.

                  SUSPENSION OR DEFERRAL OF PAYMENTS PROVISION

The Company reserves the right to suspend or postpone payments from the Separate
Account for a withdrawal or transfer for any period when:

1.   the New York Stock  Exchange is closed  (other than  customary  weekend and
     holiday closings);

2.   trading on the New York Stock Exchange is restricted;

3.   an emergency exists as a result of which disposal of securities held in the
     Separate  Account is not reasonably  practicable or if it is not reasonably
     practicable to determine the value of the Separate Account's net assets; or

4.   during any other period when the  Securities  and Exchange  Commission,  by
     order, so permits for the protection of Owners;

provided that  applicable  rules and  regulations of the Securities and Exchange
Commission  will govern as to whether the  conditions  described  in (2) and (3)
exist.

The  Company  further  reserves  the right to postpone  payments  from the Fixed
Account and the IA Account for the period permitted by law but not more than six
(6) months.

               OWNER, ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS

OWNER:  The  Owner has all  interest  and  right to  amounts  held in his or her
Contract.  The Owner is the person  designated as such on the Issue Date, unless
changed.

The Owner may change  owners of the  Contract  at any time prior to the  Annuity
Date by Written Request. A change of Owner will  automatically  revoke any prior
designation  of Owner.  The  change  will  become  effective  as of the date the
Written  Request is  signed.  A new  designation  of Owner will not apply to any
payment made or action taken by the Company prior to the time it was received.

JOINT OWNER: A Contract may be owned by Joint Owners. If Joint Owners are named,
any Joint Owner must be the spouse of the other Owner.  Upon the death of either
Owner,  the  surviving  spouse  will  be  the  Primary  Beneficiary.  Any  other
Beneficiary  designation  will be treated  as a  Contingent  Beneficiary  unless
otherwise indicated in a Written Request.

ANNUITANT: The Annuitant is the person on whose life Annuity Payments are based.
The Annuitant is the person  designated  by the Owner at the Issue Date,  unless
changed  prior to the Annuity  Date.  The Annuitant may not be changed after the
Annuity  Date nor in a  Contract  which is owned by a  non-natural  person.  Any
change of  Annuitant  is subject  to the  Company's  underwriting  rules then in
effect.

ASSIGNMENT  OF A  CONTRACT:  A  Written  Request  specifying  the  terms  of  an
assignment  of a Contract  must be  provided to the  Company.  Until the Written
Request is  received,  the Company  will not be required to take notice of or be
responsible  for  any  transfer  of  interest  in the  Contract  by  assignment,
agreement, or otherwise.

The Company will not be responsible for the validity or tax  consequences of any
assignment.  Any assignment made after the death benefit has become payable will
be valid only with Company consent.

If the Contract is assigned,  the Owner's  rights may only be exercised with the
consent of the assignee of record.

                               ANNUITY PROVISIONS

GENERAL:  On the Annuity Date, the Adjusted Contract Value will be applied under
the Annuity  Option  selected by the Owner.  Annuity  Payments will be made on a
fixed basis only.

ANNUITY DATE:  The Annuity Date is selected by the Owner at the Issue Date.  The
Annuity Date must be at least three (3) years after the Issue Date.  The Annuity
Date may not be later  than when the  Annuitant  reaches  attained  age 85 or 10
years after the Issue Date for issue ages after age 75.

Prior to the  Annuity  Date,  the Owner,  subject  to the above,  may change the
Annuity  Date by Written  Request.  Any change must be requested at least thirty
(30) days prior to the new Annuity Date.

SELECTION  OF AN ANNUITY  OPTION:  An Annuity  Option may be selected by Written
Request  of the  Owner.  If no  Annuity  Option is  selected,  Option B with 120
monthly payments guaranteed will automatically be applied.  Prior to the Annuity
Date, the Owner can change the Annuity Option selected by Written  Request.  Any
change must be requested at least thirty (30) days prior to the Annuity Date.

FREQUENCY AND AMOUNT OF ANNUITY  PAYMENTS:  Annuity Payments are paid in monthly
installments.  The Adjusted  Contract  Value is applied to the Annuity Table for
the Annuity Option selected.  If the Adjusted Contract Value to be applied under
an Annuity Option is less than $2,000,  the Company reserves the right to make a
lump sum payment in lieu of Annuity Payments. If the Annuity Payment would be or
become less than $200, the Company reserves the right to reduce the frequency of
payments to an interval which will result in each payment being at least $200.

ANNUITY  OPTIONS:  The following  Annuity  Options or any other  annuity  option
acceptable to the Company may be selected:

OPTION  A.  LIFE  ANNUITY:  Monthly  Annuity  Payments  during  the  life of the
Annuitant.

OPTION B. LIFE  ANNUITY  WITH  PERIODS  CERTAIN OF 60,  120,  180 OR 240 MONTHS:
Monthly  Annuity  Payments during the lifetime of the Annuitant and in any event
for sixty (60),  one hundred  twenty  (120),  one  hundred  eighty  (180) or two
hundred forty (240) months certain as selected.

OPTION C. JOINT AND SURVIVOR  ANNUITY:  Monthly Annuity  Payments payable during
the joint  lifetime of the Annuitant  and a Joint  Annuitant and then during the
lifetime of the survivor.

FIXED ANNUITY:  The Adjusted  Contract Value is allocated to the General Account
and the  Annuity  is  paid  as a  Fixed  Annuity.  Unless  the  Owner  specifies
otherwise, the payee of the Annuity Payments shall be the Owner.

The Adjusted  Contract  Value will be applied to the  applicable  Annuity  Table
contained in the Contract based upon the Annuity  Option  selected by the Owner.
The amount of the first  payment for each $1,000 of Adjusted  Contract  Value is
shown in the Annuity  Tables.  If, as of the Annuity Date,  the current  Annuity
Option rates  applicable to this class of contracts  provide an initial  Annuity
Payment  greater than that  guaranteed  under the same Annuity Option under this
Contract, the greater payment will be made.

The  dollar  amount  of each  Fixed  Annuity  Payment  shall  be  determined  in
accordance with Annuity Tables contained in this Contract which are based on the
minimum guaranteed interest rate of 3% per year.

MORTALITY TABLES: The Annuity Tables contained in the Contract utilize a minimum
guaranteed  rate of 3% per  year  for the  determination  of the  monthly  Fixed
Annuity Payment.

The mortality table used in determining the Annuity Purchase Rates for Option A,
B, and C is the 1983 Individual  Annuity Mortality Table A with Projection Scale
G.

The dollar amount of an Annuity  Payment for any Age or  combination of Ages not
shown in the  Tables or for any other form of  Annuity  Option  agreed to by the
Company will be provided by the Company upon request.

                               GENERAL PROVISIONS

THE CONTRACT: The entire Contract consists of this Contract, the Application, if
any, and any riders or endorsements attached to this Contract.

This Contract may be changed or altered only by the President or Vice  President
and the  Secretary  of the  Company.  A  change  or  alteration  must be made in
writing.

MISSTATEMENT OF AGE: If the Age of any Annuitant has been misstated, any Annuity
benefits payable will be the Annuity benefits provided by the correct Age. After
Annuity Payments have begun, any  underpayments  will be made up in one sum with
the next Annuity Payment.  Any overpayments will be deducted from future Annuity
Payments until the total is repaid.

INCONTESTABILITY:  A Contract will not be contestable after it has been in force
for a period of two (2) years from the Issue Date.

MODIFICATION: This Contract may be modified in order to maintain compliance with
applicable state and federal law.

NON-PARTICIPATING:   This  Contract  will  not  share  in  any  distribution  of
dividends.

EVIDENCE OF  SURVIVAL:  The Company  may  require  satisfactory  evidence of the
continued survival of any person(s) on whose life Annuity Payments are based.

PROOF OF AGE: The Company may require evidence of Age of any Annuitant or Owner.

PROTECTION  OF  PROCEEDS:  To the extent  permitted by law,  death  benefits and
Annuity  Payments shall be free from legal process and the claim of any creditor
if the person is entitled to them under any  Contract.  No payment and no amount
under any  Contract  can be taken or  assigned  in advance of its  payment  date
unless the Company receives the Owner's written consent.

REPORTS:  At least once each calendar  year,  the Company will furnish the Owner
with a report  showing the Contract  Value and any other  information  as may be
required by law. Reports will be sent to the last known address of the Owner.

TAXES: Any taxes paid to any  governmental  entity relating to any Contract will
be deducted  from the  Purchase  Payment or Contract  Value when  incurred.  The
Company will, in its sole  discretion,  determine  when taxes have resulted from
the investment experience of the Separate Account, receipt by the Company of the
Purchase Payments, or commencement of Annuity Payments.  The Company may, in its
sole  discretion,  pay taxes when due and deduct that  amount from the  Contract
Value at a later date.  Payment at an earlier  date does not waive any right the
Company may have to deduct  amounts at a later date.  The Company  reserves  the
right to establish a provision for federal income taxes if it determines, in its
sole  discretion,  that it will incur a tax as a result of the  operation of the
Separate Account. The Company will deduct for any income taxes incurred by it as
a result of the  operation  of the Separate  Account  whether or not there was a
provision  for taxes and  whether or not it was  sufficient.  The  Company  will
deduct any withholding taxes required by applicable law.

REGULATORY REQUIREMENTS:  All values payable under the Contract will not be less
than the minimum benefits  required by the laws and regulations of the states in
which the Contract is delivered.



                                 ANNUITY TABLES

          --------------------------------------------------------------------------------------------------------------------------
                                                                  Life Annuity

          --------------------------------------------------------------------------------------------------------------------------
          --------------------------------- -------------------------------------------------------------------- -------------------
                   Without Period                                     Period Certain                                  Installment
                      Certain                                           10 years 15                                     Refund
                                                                      years 20 years

          --------------------------------- -------------------------------------------------------------------- -------------------
          ---------- ----------- ---------- ----------- ---------- ---------- ----------- ---------- ----------- ---------- --------
             Age        Male      Female       Male      Female      Male       Female      Male       Female      Male       Female
          ----------- ---------- ---------- ----------- ---------- -----------  ---------- ----------- -------------------- --------
                                                                                                 
             *5         2.79       2.73        2.79       2.73       2.79        2.73       2.79        2.73       2.78        2.73
              6         2.80       2.74        2.80       2.74       2.80        2.74       2.80        2.74       2.79        2.73
              7         2.81       2.75        2.81       2.75       2.81        2.75       2.81        2.75       2.80        2.74
              8         2.82       2.76        2.82       2.76       2.82        2.76       2.82        2.75       2.81        2.75
              9         2.83       2.77        2.83       2.77       2.83        2.76       2.83        2.76       2.82        2.76
             10         2.85       2.78        2.84       2.77       2.84        2.77       2.84        2.77       2.84        2.77
             11         2.86       2.79        2.86       2.79       2.86        2.78       2.85        2.78       2.85        2.78
             12         2.87       2.80        2.87       2.80       2.87        2.79       2.86        2.79       2.86        2.79
             13         2.88       2.81        2.88       2.81       2.88        2.81       2.88        2.80       2.87        2.80
             14         2.90       2.82        2.90       2.82       2.89        2.82       2.89        2.82       2.88        2.81
             15         2.91       2.83        2.91       2.83       2.91        2.83       2.91        2.83       2.90        2.82
             16         2.93       2.84        2.92       2.84       2.92        2.84       2.92        2.84       2.91        2.84
             17         2.94       2.85        2.94       2.85       2.94        2.85       2.93        2.85       2.93        2.85
             18         2.96       2.87        2.96       2.87       2.95        2.87       2.95        2.86       2.94        2.86
             19         2.97       2.88        2.97       2.88       2.97        2.88       2.97        2.88       2.96        2.87
             20         2.99       2.90        2.99       2.89       2.99        2.89       2.98        2.89       2.98        2.89
             21         3.01       2.91        3.01       2.91       3.00        2.91       3.00        2.91       2.99        2.90
             22         3.03       2.93        3.03       2.92       3.02        2.92       3.02        2.92       3.01        2.92
             23         3.05       2.94        3.04       2.94       3.04        2.94       3.04        2.94       3.03        2.93
             24         3.07       2.96        3.06       2.96       3.06        2.95       3.06        2.95       3.05        2.95
             25         3.09       2.97        3.08       2.97       3.08        2.97       3.08        2.97       3.07        2.96
             26         3.11       2.99        3.11       2.99       3.10        2.99       3.10        2.99       3.09        2.98
             27         3.13       3.01        3.13       3.01       3.13        3.01       3.12        3.00       3.11        3.00
             28         3.16       3.03        3.15       3.03       3.15        3.03       3.14        3.02       3.13        3.02
             29         3.18       3.05        3.18       3.05       3.17        3.05       3.17        3.04       3.16        3.04
             30         3.21       3.07        3.20       3.07       3.20        3.07       3.19        3.06       3.18        3.06
             31         3.23       3.09        3.23       3.09       3.22        3.09       3.22        3.08       3.20        3.08
             32         3.26       3.11        3.26       3.11       3.25        3.11       3.24        3.11       3.23        3.10
             33         3.29       3.14        3.29       3.14       3.28        3.13       3.27        3.13       3.25        3.12
             34         3.32       3.16        3.32       3.16       3.31        3.16       3.30        3.15       3.29        3.14
             35         3.35       3.19        3.35       3.19       3.34        3.18       3.33        3.18       3.31        3.17
             36         3.39       3.21        3.38       3.21       3.38        3.21       3.36        3.20       3.34        3.19
             37         3.42       3.24        3.42       3.24       3.41        3.24       3.40        3.23       3.37        3.22
             38         3.46       3.27        3.46       3.27       3.45        3.27       3.43        3.26       3.41        3.25
             39         3.50       3.30        3.49       3.30       3.48        3.30       3.47        3.29       3.45        3.28
             40         3.54       3.34        3.54       3.33       3.52        3.33       3.50        3.32       3.48        3.31
             41         3.59       3.37        3.58       3.37       3.56        3.36       3.54        3.35       3.52        3.34
             42         3.63       3.41        3.62       3.40       3.61        3.40       3.58        3.38       3.56        3.37
             43         3.68       3.44        3.67       3.44       3.65        3.43       3.62        3.42       3.60        3.41
             44         3.73       3.48        3.72       3.48       3.70        3.47       3.66        3.46       3.64        3.44
             45         3.78       3.52        3.77       3.52       3.74        3.51       3.71        3.49       3.68        3.48
             46         3.84       3.57        3.82       3.56       3.79        3.55       3.75        3.53       3.73        3.51
             47         3.90       3.61        3.87       3.60       3.84        3.59       3.80        3.57       3.78        3.56
             48         3.96       3.66        3.93       3.65       3.90        3.64       3.85        3.62       3.83        3.60
             49         4.02       3.71        3.99       3.70       3.96        3.68       3.90        3.66       3.89        3.64
             50         4.08       3.76        4.05       3.75       4.01        3.73       3.96        3.71       3.94        3.69
             51         4.15       3.82        4.12       3.80       4.08        3.79       4.01        3.76       3.99        3.74
             52         4.23       3.88        4.19       3.86       4.14        3.84       4.07        3.81       4.06        3.79
             53         4.30       3.94        4.26       3.92       4.21        3.90       4.12        3.86       4.11        3.84
             54         4.39       4.00        4.34       3.98       4.28        3.96       4.18        3.91       4.18        3.90
             55         4.47       4.07        4.42       4.05       4.35        4.02       4.24        3.97       4.25        3.96
             56         4.56       4.14        4.50       4.12       4.42        4.08       4.31        4.03       4.32        4.01
             57         4.66       4.22        4.59       4.19       4.50        4.15       4.37        4.09       4.40        4.08
             58         4.76       4.30        4.68       4.27       4.58        4.22       4.43        4.15       4.48        4.15
             59         4.87       4.39        4.78       4.35       4.67        4.30       4.50        4.22       4.56        4.22
             60         4.98       4.48        4.89       4.44       4.76        4.38       4.56        4.28       4.65        4.29
             61         5.11       4.57        5.00       4.53       4.85        4.46       4.63        4.35       4.74        4.38
             62         5.24       4.68        5.11       4.62       4.94        4.54       4.70        4.42       4.84        4.46
             63         5.38       4.79        5.23       4.72       5.04        4.63       4.76        4.49       4.94        4.54
             64         5.53       4.90        5.36       4.83       5.13        4.73       4.83        4.56       5.05        4.64
             65         5.69       5.03        5.49       4.94       5.23        4.82       4.89        4.64       5.16        4.74
             66         5.87       5.16        5.63       5.06       5.33        4.92       4.95        4.71       5.27        4.84
             67         6.05       5.31        5.78       5.19       5.44        5.03       5.01        4.78       5.41        4.95
             68         6.25       5.46        5.93       5.32       5.54        5.13       5.07        4.85       5.53        5.06
             69         6.46       5.62        6.08       5.46       5.64        5.24       5.12        4.92       5.67        5.18
             70         6.68       5.80        6.24       5.61       5.74        5.35       5.17        4.99       5.81        5.31
             71         6.92       5.99        6.40       5.77       5.84        5.47       5.22        5.06       5.96        5.45
             72         7.17       6.20        6.57       5.93       5.94        5.58       5.26        5.12       6.12        5.59
             73         7.44       6.42        6.74       6.11       6.03        5.70       5.30        5.17       6.29        5.74
             74         7.73       6.66        6.92       6.28       6.12        5.81       5.34        5.23       6.47        5.91
             75         8.04       6.93        7.09       6.47       6.21        5.92       5.37        5.27       6.65        6.07
             76         8.37       7.21        7.27       6.66       6.29        6.03       5.40        5.32       6.85        6.26
             77         8.72       7.51        7.45       6.86       6.37        6.13       5.42        5.36       7.05        6.45
             78         9.10       7.84        7.62       7.06       6.44        6.23       5.44        5.39       7.27        6.65
             79         9.51       8.19        7.80       7.26       6.51        6.32       5.46        5.42       7.50        6.88
             *80        9.94       8.58        7.97       7.46       6.56        6.40       5.48        5.44       7.58        7.11
          ---------- ----------- ---------- ----------- ---------- ---------- ----------- ---------- ----------- ---------- --------

*    For ages below 5 and over 80, rates will be furnished on request.





                           Annuity Tables (continued)

          --------------------------------------------------------------------------------------------------------------------------
                                                            Joint & Survivor Annuity

          --------------------------------------------------------------------------------------------------------------------------
                                                       Full Payment Continued to Survivor

          --------------------------------------------------------------------------------------------------------------------------
          ----------------- ----------------- --------------------------------------------------------------------------------------
                                                                                    Age of Female

                                              --------------------------------------------------------------------------------------
                                              ----------------- ------------------ ----------------- ----------------- -------------
                                                     3                                                                        3
               Age of                              Years                                 Same                               Years
                Male                              Younger                                Age                                Older
          ----------------- ----------------- ----------------- ------------------ ----------------- ----------------- -------------
                                                                                                                    
                 55                                 3.49                                 3.58                                3.67

                 56                                 3.53                                 3.63                                3.72

                 57                                 3.58                                 3.68                                3.78

                 58                                 3.63                                 3.74                                3.84

                 59                                 3.69                                 3.80                                3.91

                 60                                 3.74                                 3.86                                3.98

                 61                                 3.80                                 3.93                                4.06

                 62                                 3.87                                 4.00                                4.14

                 63                                 3.94                                 4.08                                4.22

                 64                                 4.01                                 4.16                                4.31

                 65                                 4.09                                 4.25                                4.41

                 66                                 4.17                                 4.34                                4.52

                 67                                 4.26                                 4.44                                4.63

                 68                                 4.35                                 4.55                                4.75

                 69                                 4.45                                 4.67                                4.88

                 70                                 4.56                                 4.79                                5.02

                 71                                 4.68                                 4.92                                5.17

                 72                                 4.80                                 5.06                                5.33

                 73                                 4.93                                 5.21                                5.50

                 74                                 5.07                                 5.38                                5.68

                 75                                 5.23                                 5.55                                5.88
          ----------------- ----------------- ----------------- ------------------ ----------------- ----------------- -------------





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PLEASE CALL US AT 0-000-000-0000

[GRAPHIC OMITTED]

Baton Rouge, Louisiana

Individual Fixed and Variable Annuity Contract
Non-participating