JACKSON NATIONAL LIFE INSURANCE COMPANY     EX-99.4c
                                1 Corporate Way
                            Lansing, Michigan 48951

                                A Stock Company                [graphic omitted]
________________________________________________________________________________

                           RETIREMENT PLAN ENDORSEMENT

This Endorsement amends the Contract to which it is attached for use in
connection with a retirement plan which receives favorable income tax treatment
under Section 401(a) of the Internal Revenue Code ("Code"). In the case of a
conflict with any provision in the Contract, the provisions of this Endorsement
will control. The Company may further amend the Contract from time to time to
meet any requirements applicable to such plans. The effective date of this
Endorsement is the issue date of the Contract. The Contract is amended as
follows:

1. The Annuitant of this Contract will be the applicable  Participant  under the
Plan and the owner of this Contract will be designated in the Plan.

2.  This  Contract,  and the  benefits  under  it,  cannot  be  sold,  assigned,
transferred,  discounted,  pledged as collateral for a loan or as a security for
the  performance  of an  obligation or for any other purpose to any person other
than the Company.

3. The terms of this Contract and  Endorsement  are subject to the provisions of
the Plan under which the Contract and Endorsement are issued.


                                     /s/ Clark P. Manning

                                     President and Chief Executive Officer