contingents1oct122010.htm

At any time before the Benefit Determination Date or before the Maturity Date, you may request Fixed Annuity Payments by sending us Notice. To receive Fixed Annuity Payments you must close your Designated Account (and therefore, your investment advisory agreement with your Selling Firm) by liquidating all of your Designated Account assets, and sending the proceeds along with a properly completed election form to our Customer Service Center. Fixed Annuity Payments begin on the Annuity Date. On the Annuity Date you can add a joint Annuitant to the Contract if he/she is a joint Covered Person. Under the Optional Fixed Annuity, we make periodic Fixed Annuity Payments to you during the lifetime of the Annuitant(s). We offer the following annuity Options.

Option A – Installments for Life	We make Annuity Payments during the life of the Annuitant, and the last payment is the one that is due before the Annuitant’s death. If the Annuitant dies shortly after the Annuity Date, you may receive less than the Designated Account Value on the Annuity Date.
Option B – Joint and Survivor Annuity	We make Annuity Payments during the lifetimes of the Annuitant and the joint Annuitant. Upon the death of one Annuitant, Annuity Payments continue at the same amount during the lifetime of the surviving joint Annuitant. If both Annuitants die shortly after the Annuity Date, you may receive less than the Designated Account Value on the Annuity Date.

We base the Fixed Annuity Payments on your Contract’s interest rate and mortality table or current rates, if higher.

You can receive Fixed Annuity Payments on either a monthly, quarterly, semi-annual, or annual basis. Fixed Annuity Payments must be at least $100 per month. We reserve the right to require that Fixed Annuity Payments be made less frequently than what you select. We send the Fixed Annuity Payments to you, or to the person or entity that you designate. After the Annuity Date, you cannot change the annuity option or the payment frequency.

If your Contract is in effect on the Maturity Date and your Designated Account Value is greater than or equal to the Required Minimum, the Selling Firm will liquidate your Designated Account assets and send the balance to us. However, before the Selling Firm sends the Designated Account Value to us, they must confirm this transfer with you. At that time, if you choose not to allow the transfer, the Contract ends. If you allow the transfer, we make monthly Fixed Annuity Payments under Option A if there is one Covered Person, or Option B if there are joint Covered Persons. In addition, we guarantee that this monthly Fixed Annuity Payment will not be less than the Permitted Withdrawal Limit as of the end of the last Business Day before the Maturity Date, divided by twelve. If the Withdrawal Start Date has not occurred at this time, we calculate the Permitted Withdrawal Limit using the Benefit Base as of the end of the last Business Day before the Maturity Date and current withdrawal percentage on the Maturity Date. On the Maturity Date, if your Designated Account Value is less than the Required Minimum, we contact you to discuss the options available to you.

On the Annuity Date, the Contract provisions that do not apply to our obligations to make Fixed Annuity Payments end.

The Allianz [Name to be added upon amendment] Annuity Prospectus [_______, 2010]

NOTE: When Designated Account assets are liquidated and applied to Fixed Annuity Payments, any gains are subject to federal and state income taxes. If your Designated Account assets are not adequate to cover these taxes when they are due, you may have to use other resources to pay these taxes.

NOTE: If you begin receiving Fixed Annuity Payments, we decrease your Benefit Base to zero and you cannot receive the Monthly Benefit. Fixed Annuity Payments are not the same as the Monthly Benefit. You should consult with your financial professional and tax adviser before requesting Fixed Annuity Payments to determine whether this is appropriate for you.

11.	WHEN THE CONTRACT ENDS

The Contract ends upon the earliest of the following.

·	If you request to end the Contract, you must send us Notice. We then end the Contract on the later of the date you specify in your Notice (or the next Business Day if that day is not a Business Day), or the Business Day we receive and accept your Notice at our Customer Service Center.

·	At the end of the Business Day that you close your Designated Account.

If you do not allocate your Designated Account Value according to the established Program Rules, and you do not reallocate it within the allowed allocation correction period after we send you notice, your Contract ends on the tenth day after the date of the notice (or the next Business Day if the tenth day is not a Business Day). For more information, see section 7, Your Designated Account – Not Allocating According to the Program Rules.

If the Program Sponsor changes its Program Rules so that they no longer comply with our requirements, or stops offering a program meeting our requirements, and if we cannot come to an agreement and establish new Program Rules, your Contract ends on the date specified in our written notice to you. For more information, see section 2, Risk Factors – If the Program Sponsor’s Program Rules No Longer Meet Our Requirements.

If the Program Rules change and you do not reallocate your Designated Account Value to comply with the new rules within 30 days of the date of our notice to you of this change, your Contract ends on the 30h day after the date of the notice (or the next Business Day if the 30th day is not a Business Day).

·	If you do not pay the Quarterly Charge or Total Contract Charge (as applicable), your Contract ends on the 30th day after the Due Date (or the next Business Day if the 30th day is not a Business Day). For more information, see section 6, Charges – Grace Period.

·	If a Covered Person no longer has a beneficial interest in the Designated Account, your Contract ends on the day the beneficial interest ended (or the next Business Day if that day is not a Business Day).

If you take an Excess Withdrawal that reduces your Designated Account Value to zero, and you do not cancel the Withdrawal by the tenth day after taking the withdrawal (or the next Business Day if the tenth day is not a Business Day), your Contract ends on the Business Day you took the withdrawal. For more information, see section 8, Accessing Your Designated Account – Cancelling a Permitted Withdrawal or an Excess Withdrawal.

If your net Designated Account Investment is greater than $1 million without our prior approval, and you do not withdraw the excess by the 60th day after the date of notice (or the next Business Day if the 60th day is not a Business Day), your Contract ends on that date. For more information, see section 7, Your Designated Account – Additional Investments.

·	At the end of the Business Day that occurs on or immediately before the date of death of the sole Covered Person.

If there are joint Covered Persons, the Contract ends at the end of the Business Day that occurs on or immediately before the date of death of the last surviving Covered Person (or the prior Business Day if that day is not a Business Day). However, if a joint Covered Person dies before the Benefit Determination Date or the Annuity Date, and the joint Covered Persons are not recognized as spouses under the Federal Tax Code on the date of death, and if there is no court order or applicable law regarding division of assets upon divorce, your Contract ends as of the date of divorce (or the prior Business Day if that day is not a Business Day).

·	On or after the Annuity Date, the date our last Fixed Annuity Payment obligation is met.

·	On the Maturity Date, if your Designated Account Value is greater than or equal to the Required Minimum and you instruct us not to begin Fixed Annuity Payments, your Contract ends.

NOTE: When your Contract ends, it ends without value, and our obligations to you also end once we settle any over or under payment of estimated Quarterly Charges.

The Allianz [Name to be added upon amendment] Annuity Prospectus [_______, 2010]

REINSTATING YOUR CONTRACT IF IT ENDS BECAUSE YOU DID NOT PAY THE CONTRACT CHARGES

If your Contract ends because you did not pay the Quarterly Charge or Total Contract Charge (as applicable), you have a one-time right to reinstate your Contract within 90 days of the day your Contract ends (the reinstatement date). You can request to have your Contract reinstated by sending us notice.

On the Business Day we reinstate your Contract:

·	We set the insurance charge equal to the current insurance charge, which may have increased or decreased since your Contract ended.

·	We set the Maximum Anniversary Value (if applicable) to equal your Designated Account Value at the end of the prior Business Day.

·	We reset the Benefit Base equal to this Maximum Anniversary Value.

·	If the Withdrawal Start Date had occurred, we cancel it and the prior Permitted Withdrawal Limit. You may again request to begin Permitted Withdrawals after the reinstatement date.

NOTE: Your Designated Account Value at the end of the Business Day on the reinstatement date may be more or less than what your Benefit Base and Maximum Anniversary Value (if applicable) were at the time your Contract ended. Upon reinstatement, any increase in your Benefit Base also increases the amount of the Quarterly Charge.

RIGHT TO APPLY FOR A NEW CONTRACT

If your Contract ends for any reason, we generally reject an application from you for a new Contract for at least 24 months. Any subsequent application is subject to the availability of insurance for a new Contract and our underwriting rules in effect at that time. In addition, we do not intend to transfer any investment you had in the previous Contract to any new Contract we may issue as a result of a subsequent application. For more information, see section 12, Taxes.

12.

TAXES

The following is a general discussion based on our understanding of current federal income tax law. This discussion does not cover every situation and does not address all possible circumstances. In general, this discussion does not address the tax treatment of transactions involving your Designated Account assets except insofar as the Contract itself may be relevant to the tax treatment of such transactions. Further, no attempt is made to consider any applicable state tax or other tax laws, or to address any federal estate, or state and local estate, inheritance and other tax consequences of a Contract. Estate and inheritance tax consequences depend on your individual circumstances. You should also be aware that the tax laws may change, possibly with retroactive effect. You should consult your own t ax adviser regarding the potential tax implications of a Contract in light of your particular circumstances.

[TO BE ADDED UPON AMENDMENT]

13.	OTHER INFORMATION

ERROR OR INCORRECT INFORMATION

Errors (whether by the Program Sponsor, Selling Firm, an administrator, or us) in any information regarding the Contract that are required to be provided to us or delays in updating such information, void any Contract that would otherwise have been in effect. When an error is found or information is updated, we reserve the right to adjust the following as needed for any Contract based on the correct information: the insurance charge, administrative charge, contract maintenance charge, Benefit Base, Maximum Anniversary Value, Permitted Withdrawal Limit, Withdrawal Limit Percentage Table, Maturity Date, Monthly Benefit, and/or Fixed Annuity Payments.

AGE OR GENDER

We may require proof of the Covered Person(s) gender and age at any time. After the Benefit Determination Date or Annuity Date, we may require proof that the Covered Person(s) are still living.

If the age or gender of a Covered Person is misstated, we adjust the following to reflect the correct age or gender (as applicable): the insurance charge, Benefit Base, Maximum Anniversary Value, Permitted Withdrawal Limit, Withdrawal Limit Percentage Table, Maturity Date, Monthly Benefit, and/or Fixed Annuity Payments. We correct any change to the amounts payable by us to you as follows:

·	If there is any underpayment, we pay this amount to you in one sum.

The Allianz [Name to be added upon amendment] Annuity Prospectus [_______, 2010]

·	If there is an overpayment, we deduct this amount from the next payment (or payments, as needed).

If, due to a misstatement of age, we issue your Contract after the older Covered Person has reached age 81, we void your Contract and return the Total Contract Charges paid.

ANNUAL REPORTS

We send you a report at the end of each calendar year. The report includes your Benefit Base value and any other information that the insurance supervisory official of the jurisdiction in which your Contract is issued may currently require.

NO DIVIDENDS ARE PAYABLE

The Contract does not participate in our profits or surplus, and no dividends are payable.

CHANGES TO THE CONTRACT

Any changes to the Contract must be signed by our President and our Secretary.

AMENDMENTS

We reserve the right to amend your Contract in order to comply with changes in applicable law, or to retain the qualification of the Contract for treatment as an annuity under state and/or federal law, including the following.

·	The Federal Tax Code.

·	Treasury regulations under the Federal Tax Code.

·	Internal Revenue Service Rulings.

·	Any requirements imposed by the Internal Revenue Service.

Endorsements, amendments or riders we add to comply with applicable tax law do not require your consent, but are subject to regulatory approval. Any such changes apply uniformly to all Contracts that are affected. We will give you written notice of any such changes.

In all events, notwithstanding any other provision of your Contract, we interpret and administer the Contract in accordance with the Federal Tax Code.

SENDING NOTICE TO US

Whenever Notice is required, please deliver it to us at our Customer Service Center. The Notice must be in a form acceptable to us. The address of our Customer Service Center is: 5701 Golden Hills Drive, Minneapolis, MN 55416. Please include your Contract number in all correspondence.

CONFORMITY WITH LAW

If any provision of the Contract is contrary to any applicable law, the provision is automatically considered to be amended to conform to this law.

14.	INFORMATION ON ALLIANZ LIFE

Allianz Life is a stock life insurance company organized under the laws of the state of Minnesota in 1896. Our address is 5701 Golden Hills Drive, Minneapolis, MN 55416. We offer fixed and variable annuities and individual life insurance. We are licensed to do direct business in 49 states and the District of Columbia. We are a subsidiary of Allianz SE, a provider of integrated financial services.

Allianz Life hereby relies on the exemption provided by Rule 12h-7 under the Securities Exchange Act of 1934 from the requirement to file reports pursuant to Section 15(d) of that Act.

The Allianz [Name to be added upon amendment] Annuity Prospectus [_______, 2010]

EXECUTIVE OFFICERS AND DIRECTORS

[TO BE ADDED UPON AMENDMENT]

EXECUTIVE COMPENSATION

[TO BE ADDED UPON AMENDMENT]

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

We are an indirect wholly owned subsidiary of Allianz SE. Allianz SE’s principal executive offices are located at Königinstrasse 28, 80802 Munich, Germany. As of [DATE TO BE ADDED UPON AMENDMENT], 2010, the directors and executive officers of Allianz Life held less than 1% of Allianz SE’s ordinary shares issued and outstanding.

We are not aware of any arrangements that may at a later date result in a change in control of Allianz Life.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, AND CERTAIN CONTROL PERSONS

We are a wholly owned subsidiary of Allianz of America, Inc., which in turn is a wholly owned subsidiary of Allianz SE.

Based on the information available to our General Counsel’s Office and to the Board, there have been no transactions between us and any related party since [DATE TO BE ADDED UPON AMENDMENT], 2010, nor are any currently proposed, for which disclosure is required under the Commission rules.

15.	SELECTED FINANCIAL DATA

[TO BE ADDED UPON AMENDMENT]

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (FOR THE 12 MONTH PERIOD ENDING DECEMBER 31, 2010)

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and notes to those statements included in this prospectus. The discussion and analysis below includes certain forward-looking statements that are subject to risks, uncertainties and other factors, as described in “Risk Factors” and elsewhere in this prospectus, that could cause our actual growth, results of operations, performance, financial position and business prospects and opportunities in 2010 and beyond to differ materially from those expressed in, or implied by, those forward-looking statements. See “Forward-Looking Statements.”

[TO BE ADDED UPON AMENDMENT]

16.	LEGAL MATTERS

We, like other life insurance companies, from time to time are involved in legal proceedings of various kinds, including regulatory proceedings and individual and class action lawsuits. In some legal proceedings involving insurers, substantial damages have been sought and/or material settlement payments have been made. Although the outcome of any such proceedings cannot be predicted with certainty, we believe that, at the present time, there are no pending or threatened legal proceedings to which we or Allianz Financial is a party that are reasonably likely to materially affect the our ability to meet our obligations under the Contracts, or Allianz Financial’s ability to perform its obligations.

17.	DISTRIBUTION OF THE CONTRACT

Allianz Life Financial Services, LLC (Allianz Life Financial), a wholly owned subsidiary of Allianz Life Insurance Company of North America, serves as principal underwriter for the Contracts. Allianz Life Financial is a limited liability company organized in Minnesota, and is located at 5701 Golden Hills Drive, Minneapolis, MN 55416. Allianz Life Financial is registered as a broker/dealer with the SEC under the Securities Exchange Act of 1934, as well as with the securities commissions in the states in which it operates, and is a member of the Financial Industry Regulatory Authority (FINRA). Allianz Life Financial is not a member of Securities Investors Protection Corporation. More information about Allianz Life Financial is available at http://www.finra.org or by calling 1-800-289-9999. You also can obtain an investor brochure from FINRA describing its Public Disclosure Program.

We have entered into a distribution agreement with Allianz Life Financial for the distribution of the Contracts. Allianz Life Financial also may perform various administrative services on our behalf.

The Allianz [Name to be added upon amendment] Annuity Prospectus [_______, 2010]

We may fund Allianz Life Financial’s operating and other expenses, including: overhead; legal and accounting fees; Financial Professional training; compensation for the Allianz Life Financial management team; and other expenses associated with the Contracts.

In the future, a broker-dealer subsidiary of our affiliate PIMCO may act as a distributor of the Contracts.

Allianz Life Financial does not itself sell the Contracts on a retail basis. Rather, Allianz Life Financial enters into selling agreements with other broker/dealers registered under the 1934 Act (selling firms) for the sale of the Contracts. These selling firms include third party broker/dealers and Questar Capital Corporation, an affiliated broker/dealer. We do not pay sales commissions to the selling firms or their Financial Professionals.

[OTHER INFORMATION TO BE ADDED UPON AMENDMENT]

18.	ANNUAL STATEMENTS

We send you a report at the end of each calendar year. The report includes the value of your Benefit Base, as well as any other any information that the insurance supervisory official of the jurisdiction in which your Contract is delivered may currently require. For more information, please contact your financial professional or call us at (800) 624-0197.

19.

EXPERTS

The financial statements of Allianz Life in this prospectus as of and for the periods ending December 31, 2010 have been audited by KPMG LLP, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of said firm as experts in auditing and accounting.

Stewart D. Gregg, Senior Securities Counsel of Allianz Life, has provided legal advice on certain matters in connection with the issuance of the Contracts.

20.	FINANCIAL STATEMENTS

The audited financial statements of Allianz Life included herein should be considered only as bearing upon our ability to meet its obligations under the Contract.

The Allianz [Name to be added upon amendment] Annuity Prospectus [_______, 2010]

APPENDIX A: CALCULATING THE VALUES AVAILABLE UNDER THE CONTRACT

[TO BE ADDED UPON AMENDMENT]

The Allianz [Name to be added upon amendment] Annuity Prospectus [_______, 2010]

Appendix A

GLOSSARY

Annuitant – The individual upon whose life we base the Fixed Annuity Payments. Subject to our approval, the Owner designates the Annuitant, and can add a joint Annuitant on the Annuity Date.

Annuity Date – The date we begin making Fixed Annuity Payments to you from the Contract.

Beneficiary – The person(s) or entity you designate to receive any Final Premium.

Benefit Base – The amount we use to calculate your Permitted Withdrawal Limit and your Monthly Benefit.

Benefit Determination Date – While the Benefit Base is greater than zero, this is the Business Day that occurs on or immediately after the day the Benefit Grace Period expires.

Benefit Grace Period – The ten day period beginning on the date we send you and the Selling Firm notice that the Designated Account Value is less than the Required Minimum.

Business Day – Each day that the Program Sponsor is open for business, we are open for business, and the New York Stock Exchange is open for trading. Allianz Life is open for business on each day that the New York Stock Exchange is open. Our Business Day closes when regular trading on the New York Stock Exchange closes, which is usually at 4:00 p.m. Eastern Time.

Contract – The form issued to the Owner, which provides the Owner’s benefits and rights under the Contract.

Contract Anniversary – A twelve-month anniversary of the Contract Date or any subsequent twelve-month Contract Anniversary.

Contract Date – The date shown on the Contract that starts the first Contract Year. Contract Anniversaries and Contract Years are measured from the Contract Date.

Contract Year – Any period of twelve months beginning on the Contract Date or a subsequent Contract Anniversary.

Covered Person(s) – The person(s) upon whose age we base availability of the Contract and when Permitted Withdrawals can begin.

Customer Service Center – Our administrative offices, located at 5701 Golden Hills Drive, Minneapolis, MN 55416.

Designated Account – Your investment account with the Selling Firm.

Designated Account Value – The value of your Designated Account assets. The Designated Account Value reflects the deduction of the Total Contract Charge.

Due Date – The Business Day we calculate and deduct the Total Contract Charge each quarter before the Benefit Determination Date or Annuity Date.

Excess Withdrawal – The amount of any withdrawal you take from the Designated Account that, when added to other Designated Account withdrawals taken during the Contract Year, is greater than your Permitted Withdrawal Limit. All withdrawals you take before the Withdrawal Start Date are Excess Withdrawals. Excess Withdrawals do not include amounts withdrawn to pay Total Contract Charges.

Exercise Age – The age at which Permitted Withdrawals can begin.

Federal Tax Code – The Internal Revenue Code of 1986, as amended.

Final Premium – The Designated Account Value determined at the end of the Benefit Determination Date that the Selling Firm sends to us before we begin paying the Monthly Benefit.

Fixed Annuity Payments – Payments made by us to you under the Optional Fixed Annuity.

Investment – The initial Investment is the money in your Designated Account on the Contract Date. An additional Investment is the money you add to your Designated Account after the Contract Date.

Maturity Date – The Business Day the Contract ends if the Annuitant reaches age 95, the Designated Account Value is greater than or equal to the Required Minimum, and you choose not to begin Fixed Annuity Payments.

The Allianz [Name to be added upon amendment] Annuity Prospectus [_______, 2010]

Glossary

Maximum Anniversary Value – A value we use to calculate your Benefit Base.

Monthly Benefit – The lifetime monthly income payment we pay to you.

Monthly Benefit Start Date – The Business Day we begin paying the Monthly Benefit.

Non-Qualified Contract – A Contract on which the Designated Account is not connected with an Individual Retirement Account or other retirement plan that receives favorable tax treatment under Sections 401, 408, 408A, or 457 of the Federal Tax Code.

Notice – Receipt at our Customer Service Center of a written request in a form that is satisfactory to us.

Optional Fixed Annuity – A feature available under this Contract that provides Fixed Annuity Payments.

Owner – “You,” “your” and “yours.” The person(s) or entity designated at Contract issue and named in the Contract who may exercise all rights granted by the Contract.

Permitted Withdrawal – On or after the Withdrawal Start Date, this is the amount of any Designated Account Value you withdraw that, when added to other Designated Account withdrawals taken during the Contract Year, is less than or equal to your Permitted Withdrawal Limit. Permitted Withdrawals do not include amounts withdrawn to pay Total Contract Charges.

Permitted Withdrawal Limit – On or after the Withdrawal Start Date, this is the maximum you can withdraw from your Designated Account each Contract Year without reducing or eliminating the Monthly Benefit. Before the Withdrawal Start Date, the Permitted Withdrawal Limit is zero.

Program Rules – The restrictions that govern how you can allocate your Investments so that we can provide the Contract’s guarantees.

Program Sponsor – The entity with which we establish the Designated Account’s Program Rules.

Qualified Contract – A Contract for which the Designated Account is an Individual Retirement Account or other retirement plan that receives favorable tax treatment under Sections 401, 408, 408A or 457 of the Federal Tax Code.

Quarterly Charge – The insurance and administrative charges that we assess quarterly.

Required Minimum – The greater of $5,000 or the Permitted Withdrawal Limit. When the Designated Account Value falls below this amount, the Benefit Grace Period begins.

Selling Firm – The financial institution through which you purchase a Contract and with which you have the Designated Account.

Tax Qualified Designated Account – A Designated Account that is an Individual Retirement Account or other retirement plan that receives favorable tax treatment under Sections 401, 408, 408A or 457 of the Federal Tax Code.

Total Contract Charge – The Quarterly Charge plus any applicable contract maintenance charge.

Withdrawal Start Date – The Business Day we receive your Notice to begin Permitted Withdrawals and you lock in the initial annual withdrawal percentage based on the current treasury rate, which is the Ten-year U.S. Constant Maturity Treasury rate.

The Allianz [Name to be added upon amendment] Annuity Prospectus [_______, 2010]

Glossary

The Selling Firm will deliver the prospectus to the Owner. You can review and copy information about us or the prospectus at the Commission’s Public Reference Room in Washington, D.C. You may obtain information about the operation of the Public Reference Room by calling (202) 551-8090.

The Commission also maintains a website (http://www.sec.gov). The prospectus and other information about the Contract are available on the EDGAR database on the Commission’s website. If you do not have access to the website, you can get copies of information from the website upon payment of a duplication fee by writing to:

Public Reference Section of the Commission

100 F Street, NE

Washington, DC 20549

You can contact us at:

Allianz Life Insurance Company of North America

5701 Golden Hills Drive

Minneapolis, MN 55416

(800) 624-0197

The Allianz [Name to be added upon amendment] Annuity Prospectus [_______, 2010]

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Securities and Exchange Commission Registration Fee $ 713.00

--------------

Estimated Printing and Filing Costs: $ xxxxxx*

--------------

Estimated Accounting Fees: $ xxxxxxx*

---------------

Estimated Legal Fees: $ xxxxxxx*

---------------

Estimated Miscellaneous Fees: $ xxxxxxx*

---------------

* To be added upon amendment

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The Bylaws of the Insurance Company provide:
ARTICLE XI. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
SECTION 1. RIGHT TO INDEMNIFICATION:
(a)	Subject to the conditions of this Article and any conditions or limitations imposed by applicable law, the Corporation shall indemnify any employee, director or officer of the Corporation (an "Indemnified Person") who was, is, or in the sole opinion of the Corporation, may reasonably become a party to or otherwise involved in any Proceeding by reason of the fact that such Indemnified Person is or was:
	(i)	a director of the Corporation; or
	(ii)	acting in the course and scope of his or her duties as an officer or employee of the Corporation; or
	(iii)	rendering Professional Services at the request of and for the benefit of the Corporation; or
	(iv)	serving at the request of the Corporation as an officer, director, fiduciary or member of another corporation, association, committee, partnership, joint venture, trust, employee benefit plan or other enterprise (an "Outside Organization").
(b)	Notwithstanding the foregoing, no officer, director or employee shall be indemnified pursuant to these bylaws under the following circumstances:
	(i)	in connection with a Proceeding initiated by such person, in his or her own personal capacity, unless such initiation was authorized by the Board of Directors;
	(ii)	if a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful;
	(iii)	for acts or omissions involving intentional misconduct or knowing and culpable violation of law;
	(iv)	for acts or omissions that the Indemnified Person believes to be contrary to the best interests of the Corporation or its shareholders or that involve the absence of good faith on the part of the Indemnified Person;
	(v)	for any transaction for which the Indemnified Person derived an improper personal benefit;
	(vi)	for acts or omissions that show a reckless disregard for the Indemnified Person's duty to the Corporation or its shareholders in circumstances in which the Indemnified Person was aware or should have been aware, in the ordinary course of performing the Indemnified Person's duties, of the risk of serious injury to the Corporation or its shareholders;

	(vii)	for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the Indemnified Person's duties to the Corporation or its shareholders;
	(viii)	in circumstances where indemnification is prohibited by applicable law;
	(ix)	in the case of service as an officer, director, fiduciary or member of an Outside Organization, where the Indemnified Person was aware or should have been aware that the conduct in question was outside the scope of the assignment as contemplated by the Corporation.
SECTION 2. SCOPE OF INDEMNIFICATION:
(a)	Indemnification provided pursuant to Section 1(a)(iv) shall be secondary and subordinate to indemnification or insurance provided to an Indemnified Person by an Outside Organization or other source, if any.
(b)	Indemnification shall apply to all reasonable expenses, liability and losses, actually incurred or suffered by an Indemnified Person in connection with a Proceeding, including without limitation, attorneys' fees and any expenses of establishing a right to indemnification or advancement under this article, judgments, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement and all interest, assessments and other charges paid or payable in connection with or in respect of such expense, liability and loss.
(c)	Such indemnification shall continue as to any Indemnified Person who has ceased to be an employee, director or officer of the Corporation and shall inure to the benefit of his or her heirs, estate, executors and administrators.
SECTION 3. DEFINITIONS:
(a)	"Corporation" for the purpose of Article XI shall mean Allianz Life Insurance Company of North America and all of its subsidiaries.
(b)	"Proceeding" shall mean any threatened, pending, or completed action, suit or proceeding whether civil, criminal, administrative, investigative or otherwise, including actions by or in the right of the Corporation to procure a judgment in its favor.
(c)	"Professional Services" shall mean services rendered pursuant to (i) a professional actuarial designation, (ii) a license to engage in the practice of law issued by a State Bar Institution or (iii) a Certified Public Accountant designation issued by the American Institute of Certified Public Accountants.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted for directors and officers or controlling persons of the Insurance Company pursuant to the foregoing, or otherwise, the Insurance Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Insurance Company of expenses incurred or paid by a director, officer or controlling person of the Insurance Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unle ss in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

NOT APPLICABLE.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

1. (a) Underwriting Agreement*

(b) Distribution Agreement*

2. Not applicable

3. (a) Articles of Incorporation.**

(b) Bylaws.**

4. (a) Deferred Fixed Annuity Contract (C1000GA)**

(b) Contract Schedule Page (CS1000)**

(d) Application for Individual Annuity Contract *

5. Opinion re Legality - not applicable

8. Opinion re Tax Matters - not applicable

9. Not applicable

10. Material Contracts

11. Not applicable

12. Not applicable

15. Not applicable

16. Not applicable

21. Not applicable.

23. (a) Consent of Independent Registered Public Accounting Firm - KPMG*

24. (a) Powers of Attorney**

(b)Board Resolution**

25. Not applicable

26. Not applicable

* To be filed by pre-effective amendment

** Filed herewith

(b) Financial Statement Schedules

All required financial statement schedules of Allianz Life Insurance Company of North America are included in Part I of this registration statement.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes pursuant to Item 512 of Regulation S-K:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus t hat was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by c ontrolling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on this 12th day of October, 2010.

ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

By: /S/ GARY C. BHOJWANI*

Gary C. Bhojwani

Chief Executive Officer, President, and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on October 12, 2010.

Signature	Title
Gary C. Bhojwani* Gary C. Bhojwani	Director, President & Chief Executive Officer
Giulio Terzariol* Giulio Terzariol	Director, Senior Vice President and Chief Financial Officer
Jay S. Ralph* Jay S. Ralph	Director and Chairman of the Board
Dr. Helmut Perlet* Dr. Helmut Perlet	Director
Dr. Brigitte Bovermann* Dr Brigitte Bovermann	Director
Michael P. Sullivan* Michael P. Sullivan	Director
Dale E. Lauer* Dale E. Lauer	Director

* By Power of Attorney filed as Exhibit 24 to this Registration Statement.

BY: /S/ STEWART D. GREGG

Stewart D. Gregg

Senior Counsel

FORM S-1

ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

INDEX TO EXHIBITS

EXHIBIT

EX-99.A.3. (a) Articles of Incorporation

(b) Bylaws

EX-99.A.4. (a) Deferred Fixed Annuity Contract (C1000GA)

(b) Contract Schedule Page (CS1000)

EX-99.A.24 (a) Powers of Attorney

(b) Board Resolution

EX-99 3 ex99a3a.htm ARTICLES ex99a3a.htm

AMENDED AND RESTATED ARTICLES OF INCORPORATION

ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

August 1, 2006

ARTICLE I

The name of the corporation shall be Allianz Life Insurance Company of North America. The principal office and place for the transaction of, its business shall be 5701 Golden Hills Drive, Minneapolis, Minnesota55416.

ARTlCLE II

The corporation shall have the power to do any and all of the kinds of insurance business specified in clauses (4) and (5)(a) of Section 60A.06, Subdivision 1, of the Minnesota Statutes Annotated and any amendments to such clauses or provisions in substitute therefore which may be hereafter adopted together with any kind or kinds of business to the extent necessarily or properly incidental to the kinds of insurance business which the corporation is so authorized to do.

In furtherance of the foregoing, and not in limitation thereof the corporation shall have the power:

1.To make contracts of life and endowment insurance, to grant, purchase or dispose of annuities or endowments of any kinds; and in such contracts or in contracts supplemental thereto to provide for additional benefits in event of death of the insured by accidental means, total and permanent disability of the insured, or specific dismemberment or disablement suffered by the insured.

2. To insure against loss or damage by the sickness, bodily injury or death by accident of the assured or his dependents.

3. To acquire and carry on all or any part of the business or property of any corporation engaged in a business similar to that authorized to be conducted by this corporation and to merge or consolidate with any corporation with which this corporation shall be authorized to merge or consolidate under the laws of the State of Minnesota.

4. To acquire, own, hold, buy, sell, lease, mortgage, and in every other manner deal in real and personal property of every kind and description, wherever situated, including the shares of stock, bonds, debentures, notes, evidences of indebtedness, and other securities, contracts, or obligations of any corporation or corporations, association or associations, domestic or foreign, and to pay therefore other assets of the corporation, stocks, bonds, or other evidences of indebtedness or securities of this or any other corporation.

5. To make such investments, borrow such money, own such property, as may now or hereafter be permitted to Insurance companies under the laws of the State of Minnesota.

The corporation shall also have the general rights, powers and privileges of a corporation, as the same now or hereafter are declared by the laws of the State of Minnesota and any and all other rights, powers and privileges now or hereafter granted by the laws relating to insurance adopted by the State of Minnesota or any law or laws of the State of Minnesota applicable to stock life Insurance companies having power to do the kinds of business hereinabove referred to.

The business of the corporation shall be transacted on the stock plan.

ARTICLE III

The management of the corporation shall be exercised by the Board of Directors and by such committee, officers, employees, and agents as the Board may authorize, elect, or appoint. The Board of Directors shall consist of not less than five (5) nor more than twenty (20) directors in number, the exact number of directors to be fixed by a resolution to be adopted at any annual meeting of stockholders or at any special meeting called for that purpose. The number of directors shall remain as so fixed until changed by the stockholders at any annual meeting or at any special meeting called for that purpose.

At each annual meeting of the stockholders, Directors shall be elected for a term of one year. Directors need not be residents of the State of Minnesota.

A director of this corporation shall not be personally liable to the corporation or its shareholders for monetary damages for any breach of fiduciary duty as a director, except for (a) for any breach of the directors duty of loyalty to the corporation or its shareholders; (b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (c) under Minnesota Statute's section 302A.559 or 80A.23; (d) for any transaction for which the director derived an improper personal benefit; or (e) for any act or omission occurring prior to the effective date of this amendment. This amendment to the Articles of Incorporation shall be effective immediately but shall not apply to or have any effect on the liability or alleged liability of any director or the corporation for or with respe ct to any acts or omissions of such director occurring prior to such amendment.

ARTICLE IV

The total authorized number of shares of common stock which this corporation shall have authority to issue is Forty Million (40,000,000) shares, par value $1.00 per share. The aggregate number of shares of Class A Preferred Stock which this corporation shall have the authority to issue is Two Hundred Million (200,000,000) shares, par value $1.00 per share. The aggregate number of shares of Class B

Preferred Stock which this corporation shall have the authority to issues is Four Hundred Million (400,000,000) shares, par value $1.00 per share.

The holders of shares of this corporation shall not have any preemptive or preferential right of subscription to any of the shares of the corporation, and the sale of said shares and the terms and conditions of such sale shall be as authorized and determined by the Board of Directors. Voting by the holders 6f Common Stock and Class A Preferred Stock of this corporation for the election of directors shall not be cumulative. Holders of the Class B Preferred Stock shall have no voting rights, except as provided herein or as required by applicable law.

C.	The rights, preferences, privileges and restrictions granted to or imposed upon the Class A Preferred Stock are as follows:

(1) Series. The Class A Preferred Stock shall be issued In series. With respect to each series, the Board of Directors shall designate the number of shares constituting the series, the redemption rights, the dividend rights, the liquidation rights and other terms and conditions applicable to the series. The redemption rights; dividend rights, liquidation rights, procedures applying to conversion right, if any, and other terms and conditions as designed by the Board of Directors applicable to the series shall be evidenced by filing a copy certified by the Secretary of the action of the Board of Directors with the Minnesota Department of Commerce within forty-eight (48) hours of the resolution date.

(2) Dividend Preference. Dividends will be paid on the Class A Preferred Stock when, as and if declared by the Board of Directors.· No dividends shall be paid or declared to any shareholders of Common Stock or Class B Preferred Stock unless dividends of equal or greater value have been declared and paid with respect to the Class A Preferred Stock prior to or concurrently with the payment of such dividends to the holders of Common Stock or Class B Preferred Stock.

(3) Class Voting Rights. Without the affirmative vote of the holders (acting together as a class) of at least a majority of the Class A Preferred Stock of-all series at the time outstanding given in person or by proxy at any annual meeting, or at such special meeting called for that purpose, or, If permitted by law, in writing without a meeting. this corporation shall not alter or amend the rights or preferences of the Class A Preferred Stock as stated herein.

(4) Voting Rights. Without limiting the rights of the holders of the Class A Preferred Stock to vote as a class, as required by paragraph (C)(3) above, each share of Class A Preferred Stock shall have the right to one vote in respect of all matters presented to or subject to the vote of the holders of Common Stock pari passu with the Common Stock.

(5) Convertibility. The Class A Preferred Stock shall be convertible into such number of fully paid and nonassessable shares of Common Stock of the

Dividends, redemptions and distributions. are further restricted by Minnesota Statutes Section 600.20. Subd..2., or the successor thereto.

ARTICLE V

The rights, preferences, privileges and restrictions granted to or imposed upon the voting Preferred Stock are as follows:

(a) Series. The voting Preferred Stock shall be issued in series. With respect to each series, the Board of Directors shall designate the number of shares constituting part of the series and the redemption rights and dividend rate applicable to the series. The redemption rights, dividend rate applicable to the series, and convertibility into common stock and such other terms and conditions as 5,0 designated by the Board of Directors shall be reflective of prevailing market conditions on the date of Issue and shall be evidenced by filing a copy certified by the Secretary of the action of the Board of Directors with the Department of Commerce within forty-eight (48) hours of the resolutio n date. In no event shall any dividend be paid or declared nor shall any distribution be made on the corporation's common stock unless the holders of all series of voting Preferred Stock shall have been paid all current and accumulated dividends payable with respect to the voting Preferred Stock.

(b) Liquidation Right and Preference. In the event of the liquidation, dissolution or winding up of this corporation, whether voluntary or involuntary, the holders of the voting Preferred Stock shall be entitled to receive in cash out of the assets of this corporation, an amount equal to $1.00 per share (the "Liquidation Preference") for each outstanding share of voting Preferred Stock, plus all accumulated but unpaid dividends, before any payment shall be made or any assets distributed to the holders of Common Shares or any other class of shares of the Company ranking junior to the voting Preferred Stock. If, upon any liquidation or dissolution of this corporation, the assets of this corporation are Insufficient to pay such per share liquidation Prefe rence, plus all accumulated but unpaid dividends, the holders of each series of voting Preferred Stock shall share pro rata in any such distribution In proportion to the full amounts to which they' would otherwise be respectively entitled. Upon payment of the foregoing amounts, the voting Preferred Stock shall be canceled and retired.

(c) Preference. Dividends will be paid on the voting Preferred Stock when, as and if declared by the Board of· Directors. No dividends shall be paid or declared In any shares of Common Stock unless dividends of equal or greater value have been declared and paid with respect to the voting Preferred Stock prior to or concurrently with such Common Stock dividend.

(d) Special Voting Rights. Without the affirmative vote of the holders (acting together as a class) of at least a majority of the voting Preferred Stock of all' series at the time outstanding given in person or by proxy at any annual meeting, or at such special meeting called for that purpose, or, if permitted by law, In writing without a

meeting, this corporation shall not alter or amend the rights or preferences of the voting Preferred Stock as stated herein.

(e) Voting. The voting Preferred Stockholders' shall be entitled to one vote per share without preference with the Common Stockholders.

(f) State Law. The voting Preferred St09k shall be subject to the transaction standards of Minnesota Statutes Section 600.20. Subd. 1., or the successor thereto. The rights, preferences and privileges expressed herein with regard to dividends, redemptions and distributions are further restricted by Minnesota Statutes Section 600.20. Subd. 2.;or the successor thereto.

In addition to the contingent and accrued contract liabilities of the corporation, the maximum Indebtedness to which it shall be subject at anyone time shall not exceed one billion dollars ($1,000,000,000).

ARTICLE VI

The duration of the corporation shall be perpetual.

STATE OF MINNESOTA

DEPARTMENTOF STATE

FILED

AUG 07 2006

/s/ Mary Kiffmeyer

Secretary of State

EX-99 4 ex99a3b.htm BYLAWS ex99a3b.htm

AMENDED AND RESTATED BYLAWS

ALLlANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

5701 Golden Hills Drive

Minneapolis, Minnesota

August 1, 2006

*********************

ARTICLE I. Offices

The principal office of the corporation in the State of Minnesota shall be located in the City of Minneapolis, County of Hennepin. The corporation may have such other offices, either within or without the State of Minnesota, as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II. Stockholders

Section 1. Annual Meeting. The annual meeting of the stockholders shall be held on the first Tuesday after the first Monday of the month of May in each year, at the hour of ten o'clock a.m., or at such other time on such other day as shall be fixed by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.

If a majority of the shares entitled to be voted shall not be represented at any meeting of stockholders, the stockholders entitled to vote there, present in person or represented by proxy, shall have the power to adjourn the meeting, from time to time, without notice other than announcement at the meeting until the requisite amount of voting stock shall be represented. Any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders, upon the vote of majority of the shares of stock entitled to be voted, shall have the power to recess or adjourn the meeting from time to time, without notice other than announcement at the meeting.

Section 2. Special Meetings. The Chief Executive Officer, the Chief Financial Officer, two or more Directors, or a stockholder or stockholders holding ten percent or more of the voting power of all shares entitled to vote, may call special Meetings of the stockholders for any purpose at any time. A special meeting for the purpose of considering any action to directly or indirectly facilitate or effect a business combination, including any action to change or otherwise affect the composition of the board of directors for that purpose, must be called by a stockholder or stockholders holding twenty-five percent or more of the voting power of all shares entitled to vote.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Minnesota, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of Minnesota.

Section 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Chief Executive Officer, or the Secretary, or the office or other persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.< /font>

Section 5. Closing of Transfer Books or Fixing of Record Date. The Board of Directors may fix a time not less than twenty (20) days preceding the date of any meeting of stockholders, any dividend payment date or any date for the allotment of rights, during which the books of the corporation will be closed against transfer of stocks. In lieu of providing against transfer of stocks aforesaid, the Board of Directors may fix a date not less than twenty (20) days preceding the date of any meeting of stockholders, any dividend payment date or any date for the allotment of rights, as a record date for the determination of the stockholders entitled to notice of any to vote at such meeting, or entitled to receive such dividend or rights, as the case may be.

Section 6. Quorum. A majority of the voting power of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders or at a meeting of the holders of a particular class of stock of the corporations. If a quorum is present when a meeting in convened, the stockholders present may continue to transact business until adjournment, even though the withdrawal of a number of stockholders originally present leaves less than the proportion or number otherwise required for a quorum.

Section 7. Proxies. At all meetings of stockholders, a stockholder may vote in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting.

Section 8. Voting of Shares. Each outstanding share entitled to vote upon a matter submitted to a vote at a meeting of stockholders or at a meeting of holders of a particular class of stock of the corporation shall be entitled to one vote per share.

Section 9. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe, or, in the above of such provision, as the Board of Directors of such other corporation may determine.

ARTICLE III. Board of Directors

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors.

Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of not less than five (5) nor more than twenty (20) directors in number, the exact number of Directors to be fixed by a resolution to be adopted at the annual meeting of stockholders or by a special meeting called for that purpose.

At each annual meeting, Directors shall be elected for a term of one year and until their successors shall have been elected and qualified. Directors need not be residents of the State of Minnesota.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of stockholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Minnesota, for the holding of additional regular meetings without other notice than such resolution.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chief Executive Officer or any Director. The person or persons authorized to call special meetings of the Board of Directors may fix and place, either within or without the State of Minnesota, as the place for holding any special meeting of the Board of Directors called by them.

Section 5. Notice. Notice of any special meeting shall be given personally or by telephoning or telegraphing each Director a notice at least two days in advance of the day when the meeting is to be held. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Waiver of notice of any meeting is effective whether given before, at, or after the meeting, and whether given in writing, orally, by electronic means, or by attendance. A Director1s attendance at a meeting without protesting prior thereto or at its commencement the lack of notice to him shall constitute waiver of such notice.

Section 6. Quorum. A majority of the members of the entire Board of Directors currently holding office shall constitute a quorum for the transaction of business, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. If a quorum is present when a meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the proportion or number otherwise required for a quorum.

Section 7. Vacancies. Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be a Director until his successor is elected for the unexpired term at the next annual meeting of stockholders.

Section 8. Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, in addition to the Executive Committee and the Finance Committee, each committee to consist of two or more of the persons who need not be Directors of the corporation, which to the extent provided in said resolutions, or in the Bylaws, shall have and may have and may exercise, the powers of the Board of Directors in the management of the business and affairs of the corporation, and may have the power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in these Bylaws, or as may be determined fr om time to time, by resolutions adopted by the Board of Directors. All committees shall keep regular minutes of their proceedings. Vacancies in any committee shall be filled by the Board of Directors. All actions of Committees shall be reported to the Board of Directors. All such reports shall be rendered not later than at the second meeting of the Executive Committee or the Board of Directors, as the case may be, next succeeding the action of any such committee. The committee shall fix its own rules of procedure, and shall meet where and as provided by such rules, or by resolution of the Board of Directors.

Section 9. General Powers. In addition to the powers and authorities by these Bylaws expressly conferred upon it, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation, or by these Bylaws directed or required to be exercised or done by the stockholders.

Article IV. Officers

Section 1. Number and Designation. The executive officers of the Company shall include a Chief Executive Officer, a President, a Chief Financial Officer, a Treasurer, a Secretary, and may include a Chairman of the Board and one or more Vice Presidents. Other officers may also include one or more Assistant Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. All such officers shall have the powers, rights, duties and responsibilities as set forth in these Bylaws, unless otherwise determined by the Board of Directors. The Board of Directors may elect such other officers as it deems necessary for the operation and management of the Company, with such powers, rights, duties , and responsibilities as may be determined by the Board of Directors. Any two or more offices may be held by the same person.

Section 2. Election and Term of Office. The executive officers of the Company shall be elected by the Board of Directors annually at the first meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of the executive officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. Each executive officer shall hold office until his successor shall have been duly elected and qualified.

Section 3. Appointed Officer. The Chief Executive Officer, subject to the approval of the Board of Directors, may appoint one or more Assistant Vice Presidents, one or more Assistant Treasurers, and one or more Assistant Secretaries, and such additional appointed officers as may be designated by the Chief Executive Officer and approved by the Board.

Section 4. Removal. An executive officer may be removed either for or without cause by a majority of the vote of the Board of Directors present at any meeting of the Board.

Section 5. Vacancies. A vacancy in any executive office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 6. Chairman of the Board. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors, and shall perform such other duties as may be assigned to him by the Board. In the event the Board of Directors has not designated a Chairman of the Board of Directors, or in the event the Chairman of the Board of Directors is not present, the Chief Executive Officer shall preside at any such meeting of the Board of Directors.

Section 7. Chief Executive Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the Chief Executive Officer (a) shall have the general active management of the business of the Corporation; (b) shall, when present, preside at all meetings of the shareholders; (c) shall see that all orders and resolutions of the Board of Directors are carried into effect; and (d) shall perform such other duties as may from time to time be assigned by the Board of Directors.

Section 8. President. Unless otherwise determined by the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. If an officer other than the President is designated Chief Executive Officer, the President shall perform such duties as may from time to time be assigned by the Board of Directors.

Section 9. Chief Financial Officer. Unless provided otherwise by a resolution adopted by the Board of Directors, the Chief Financial Officer shall have supervision over the financial affairs of the Company and shall perform such other duties and have such other powers as may from time to time be assigned by the Chief Executive Officer, President, or by the Board of Directors.

Section 10. Vice Presidents. Anyone (1) or more Vice Presidents, if any, may be elected by the Board of Directors as Executive Vice Presidents, Senior Vice Presidents, Senior Vice President II, Vice Presidents, or Vice Presidents II and they shall perform such duties as may be assigned to them by the Chief Executive Officer, President, or the Board of Directors. The Chief Executive Officer, subject to the approval of the Board of Directors, may appoint one or more Assistant Vice Presidents, and such additional appointed officers as may be designated by the Chief Executive Officer and approved by the Board.

Section 11. Secretary. The Secretary, unless otherwise determined by the Board of Directors, shall keep the minute books and seal of the Company, record the minutes of the meetings of the stockholders and the Board of Directors, and, in general, perform all duties and have all powers incident to the office of Secretary, and perform such other duties and have such other powers as from time to time may be assigned by the Chief Executive Officer, President, or the Board of Directors. The Chief Executive Officer, subject to the approval of the Board of Directors, may appoint one or more Assistant Secretaries, and such additional appointed officers as may be designated by the Chief Executive Officer and approved by the Board.

Section 12. Treasurer. The Treasurer shall have supervision over the funds, securities, receipts and disbursements of the Company, and, in general, perform all duties and have all powers incident to the office of the Treasurer, and perform such other duties and have such other powers as from time to time may be assigned to him by the Chief Executive Officer, President, or the Board of Directors. The Chief Executive Officer, subject to the approval of the Board of Directors, may appoint one or more Assistant Treasurers and such additional appointed officers as may be designated by the Chief Executive Officer and approved by the Board.

Section 13. Compensation. The officers shall receive such salary or compensation as may be determined by the Board of Directors. The Board of Directors may delegate to any executive officer the power to determine salaries or other compensation of any appointed officer in accordance with Section 3of Article IV.

Section 14. Surety Bonds. In case the Board of Directors shall so require, any officer or agent of the Company shall execute to the Company a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Company, including responsibility for negligence and for the accounting of all property, funds or securities of the company which may come into his hands.

ARTICLE V. Executive Committee

The Board of Directors, by resolution adopted by a majority of the full Board, may designate three or more of its members, of which Committee the Chief Executive Officer shall be a member, to constitute an Executive Committee. The Board of Directors shall designate a member of the Committee to serve as Chairman of the Committee. The designation of such Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or members thereof, of any responsibility imposed by law. Between meetings of the Board of Directors, it shall have, and may exercise all of the authority of the Board with the exception of such limitations as may be imposed by the Board or by the laws of the State of Minnesota. All actions of the Executive Committee shall be reported to the Board of Directors. All such reports shall be rendered no later than at the second meeting of the Board of Directors next succeeding such action of the Executive Committee.

ARTICLE VI. Finance Committee

The Board of Directors, by resolution adopted by a majority of the full Board, may designate two or more of its members, of whom the Chief Executive Officer shall be one, to constitute a Finance Committee. The Board of Directors may also elect from their number one or more alternate members of the Finance Committee to serve at the meetings of the Committee in the absence of any regular member or members, and, in case more than one alternate is elected, shall designate at the time of election the priorities as between them.

The Finance Committee shall exercise general control and supervision of the financial affairs and accounts of the corporation. It shall supervise all investments and loans of the company, including investments in real estate, policy loans, real estate mortgage loans and investments in housing company securities. Directly or through such regulations as it may establish, it shall authorize or approve the making of all investments or loans and all sales or such investments or loans.

ARTICLE VII. Certificates for Share and Their Transfer

Section 1. Certificate for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such Certificates shall be signed by the Chief Executive Officer and by the Secretary or an Assistant Secretary and sealed with the corporate seal or facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of the transfer agent and a registrar, other than the corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, the class and series of shares, the number of shares an d their date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the corporation as the Board of Directors may prescribe.

In the event any officer's signature or facsimile signature shall appear on any certificate and such officer shall have ceased to be such officer prior to the issue of such certificate, such certificate shall be a valid certificate and may, nevertheless, be issued and delivered.

Section 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

ARTICLE VIII. Execution of Instruments

All documents, instruments or writings of any nature shall be signed, executed, verified, acknowledged and delivered by such officers, agents or employees of the corporation, or anyone of them, and in such manner, as from time to time may be determined by the Board of Directors.

ARTICLE IX. Dividends

Dividends shall be declared and paid only out of funds available therefore at such times and in such amounts as the Board of Directors may determine, subject to the conditions or limitations imposed by the Articles of Incorporation of the corporation or by applicable law.

ARTICLE X. Corporate Seal

The seal of the corporation shall be in the form of a circle and shall bear the name of the corporation and the words “Corporate Seal.”

ARTICLE XI. Indemnification of Directors, Officers and Employees

Section 1. Right to Indemnification:

(a) Subject to the conditions of this Article and any conditions or limitations imposed by applicable law, the Corporation shall indemnify any employee, director or officer of the Corporation (an "Indemnified Person") who was, is, or in the sole opinion of the Corporation, may reasonably become a party to or otherwise involved in any Proceeding by reason of the fact that such Indemnified Person is or was:

(i) a director of the Corporation; or

(ii) acting in the course and scope of his or her duties as an officer or employee of the Corporation; or

(iii) rendering Professional Services at the request of and for the benefit of the Corporation; or

(iv) serving at the request of the Corporation as an officer, director, fiduciary or member of another corporation, association, committee, partnership, joint venture, trust, employee benefit plan or other enterprise (an "Outside Organization").

(b) Notwithstanding the foregoing, no officer, director or employee shall be indemnified pursuant to these bylaws under the following circumstances:

(i) in connection with a Proceeding initiated by such person, in his or her own personal capacity, unless such initiation was authorized by the Board of Directors;

(ii) if a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful;

(iii) for acts or omissions involving intentional misconduct or knowing and culpable violation of law;

(iv) for acts or omissions that the Indemnified Person believes to be contrary to the best interests of the Corporation or its shareholders or that involve the absence of good faith on the part of the Indemnified Person;

(v) for any transaction for which the Indemnified Person derived an improper personal benefit;

(vi) for acts or omissions that show a reckless disregard for the Indemnified Person's duty to the Corporation or its shareholders in circumstances in which the Indemnified Person was aware or should have been aware, in the ordinary course of performing the Indemnified Person's duties, of the risk of serious injury to the Corporation or its shareholders;

(vii) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the Indemnified Person's duties to the Corporation or its shareholders;

(viii) in circumstances where indemnification is prohibited by applicable law;

(ix) in the case of service as an officer, director, fiduciary or member of an Outside Organization, where the Indemnified Person was aware or should have been aware that the conduct in question was outside the scope of the assignment as contemplated by the Corporation.

Section 2. Scope of Indemnification:

(a) Indemnification provided pursuant to Section 1(a)(iv) shall be secondary and subordinate to indemnification or insurance provided to an Indemnified Person by an Outside Organization or other source, if any.

(b) Indemnification shall apply to all reasonable expenses, liability and losses, actually incurred or suffered by an Indemnified Person in connection with a Proceeding, including without limitation, attorneys' fees and any expenses of establishing a right to indemnification or advancement under this article, judgments, fines, ERISA excise taxes or penalties, amounts

paid or to be paid in settlement and all interest, assessments and other charges paid or payable in connection with or in respect of such expense, liability and loss.

(c) Such indemnification shall continue as to any Indemnified Person who has ceased to be an employee, director or officer of the Corporation and shall inure to the benefit of his or her heirs, estate, executors and administrators.

Section 3. Definitions:

(a) "Corporation" for the purpose of Article XI shall mean Allianz Life Insurance Company of North America and all of its subsidiaries.

(b) "Proceeding" shall mean any threatened, pending, or completed action, suit or proceeding whether civil, criminal, administrative, investigative or otherwise, including actions by or in the right of the Corporation to procure a judgment in its favor.

(c) "Professional Services" shall mean services rendered pursuant to (i) a professional actuarial designation, (ii) a license to engage in the practice of law issued by a State Bar Institution or (iii) a Certified Public Accountant designation issued by the American Institute of Certified Public Accountants.

Section 4. Right of Advancement. Expenses incurred by or on behalf of any Indemnified Person in defending any Proceeding shall be advanced by the Corporation prior to the final disposition of such Proceeding, only after the following conditions occur:

(a) The Indemnified Person shall provide the Corporation with written affirmation of a good faith belief that the criteria for indemnification set forth in Minn. Stat. § 302A.521, subd. (2) have been satisfied and a written undertaking by the person to repay all amounts so paid or reimbursed by the corporation, if it is ultimately determined that the criteria for indemnification have not been satisfied; and

(b) A determination is made that the facts then known to those making the determination would not preclude indemnification under Minn. Stat. § 302A.521.

Section 5. Right of Claimant to Bring Suit: If a claim for indemnification under Section 1is not paid in full by the Corporation within forty-five (45) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be also paid the expense of prosecuting the successful portion of such claim, including without limitation attorneys' fees and costs to the extent allocable to the successful portion of such claim.

Section 6. Non-Exclusivity of Rights: The indemnification and advancement provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any other by-law or under any agreement, separate board resolution, or vote of stockholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. Persons seeking indemnification or advancement may seek either or both at his or her discretion and the pursuit of one shall neither be deemed a waiver of such person's rights to pursue the other, nor shall it have any effect on the outcome of such person's pursuit of the other.

Nothing contained in this Article shall affect any right to indemnification to which persons other than Indemnified Persons may be entitled by contract or otherwise. Nothing in this Article shall restrict the power of the Corporation to indemnify its agents under any provision of the Minnesota Statutes, as amended from time to time, or under any other provision of law from time to time applicable to the Corporation, nor shall anything in this Article authorize the Corporation to indemnify its officers, directors, employees and agents in situations prohibited by the Minnesota Statutes or other applicable law.

Section 7. Insurance: The Corporation may maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee, agent or fiduciary of the Corporation or who is or was serving at the request of the Corporation as a director, officer, member, agent or fiduciary of an Outside Organization against any expenses incurred in a Proceeding, whether or not the Corporation would have the power to indemnify such person against such expenses under the Minnesota Statutes.

Section 8. Severability. If any provision or provisions of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality, and enforceability of the remaining provisions of this Article shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article (including, without limitation, all portions of any paragraph of this Article containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

EX-99 5 ex99a4a.htm CONRACT ex99a4a.htm

Allianz Life Insurance Company of North America

[5701 Golden Hills Drive]

[Minneapolis, MN 55416-1297]

[800.950.1962]

Deferred Fixed Annuity Contract

This contract guarantees payment of the Monthly Benefit to you over the life of the Covered Person in the event the Designated Account value falls below the Required Minimum before the Maturity Date and while this contract is still in force. In order to receive the full benefit of this contract, you must comply with all terms as described in this contract.

There is no cash surrender value or death benefit under this contract, unless amended by any applicable rider. Your Designated Account is not an account of the Company, and the investments of your Designated Account are not assets of the Company. Your Designated Account is subject to your agreement with the Selling Firm. This contract is nonparticipating.

In consideration of your application and the payment of Total Contract Charges, we agree to pay to you the Monthly Benefit according to the terms of this contract. Alternatively, we agree to make annuity payments to you if you elect to apply all of your Designated Account value to the Optional Fixed Annuity.

Signed for the Company at its home office on the Contract Date.

[				]
	Maureen A. Phillips Secretary		Gary Bhojwani President

Right to Examine: Within 20 days after receiving this contract, if you are dissatisfied for any reason, this contract may be returned to your financial professional or to us. Within 10 days of our receipt of this contract we will void this contract and mail a refund of any Total Contract Charges paid.

NOTICE: The laws of the State of Georgia prohibit insurers from unfairly discriminating against any person based upon his or her status as a victim of family violence.

This is a legal contract between you and the Company.

Read this contract carefully.

C1000-GA

Guide to Contract Provisions

Contract Schedule	3

Definitions	4

Designated Account	8
Additional Investments to the Designated Account	8
Withdrawals from the Designated Account	8
Excess Withdrawals	8
Permitted Withdrawals	9
Processing Multiple Transactions that occur on the same Business Day	9
Cancelling a Permitted Withdrawal or Excess Withdrawal	9

Monthly Benefit	10
Monthly Benefit and Monthly Benefit Start Date	10

Benefit Base	11

Optional Fixed Annuity	12

Total Contract Charges	13
Insurance Charges	13
Administrative Charges	13
Contract Maintenance
Charge	13
Payment of Total Contract Charges	13
Grace Period	14

Termination	15
Contract Termination	15
Right to Reinstate	15
Right to Reapply	15
Error or Incorrect Information	15

Ownership	16
Change of Contract Owner, Covered Person, or Annuitant	16
Divorce	16
Death of a Joint Covered Person	16
Assignment of the contract	16

General Provisions	17

C1000-GA 2

Definitions

Some of the terms found in this contract are defined below. Additional terms are defined throughout this contract where they are used. Section titles, provision titles, and terms used on the Contract Schedule are also capitalized to help you easily recognize them.

We, Our, Us and the Company

Allianz Life Insurance Company of North America.

You, Your, Owner

The person entitled to the ownership rights of this contract. The Owner must be an owner of the Designated Account. The Owner is shown on the Contract Schedule.

If there are joint owners of the Designated Account, either joint owner may be named Owner of the contract; both joint owners may be named Joint Owners of the contract if they are Spouses. If Joint Owners are named, any reference to “Owner" means "Joint Owner".

Age

An individual’s age on his or her most recent birthday.

Annuitant

The person upon whose Age and lifetime we base annuity payments if you apply the Designated Account value to the Optional Fixed Annuity. If the Annuitant dies before the Annuity Date, a new Annuitant may be appointed subject to our approval. However, if the Annuitant is the sole Covered Person and dies before the Annuity Date, this contract terminates. The Annuitant is shown on the Contract Schedule.

At all times, the Annuitant must be an Owner, unless the Owner is a non-individual. If the Owner is a non-individual, the Annuitant must be an individual with beneficial interest in your Designated Account. At all times, the Annuitant must be a Covered Person.

Annuity Date

The day annuity payments begin if you apply the Designated Account value to the Optional Fixed Annuity.

Beneficiary

The person or entity you name to receive any lump sum refund of the Final Premium that we may pay if the last surviving Covered Person dies on or after the Benefit Determination Date. Subject to our approval, you may change the Beneficiary if he/she is not a Covered Person by sending us Notice.

Benefit Base

An amount we use to determine the Permitted Withdrawal Limit, Monthly Benefit, and contract fees.

Benefit Determination Date

The day the Benefit Grace Period expires so long as this contract is in force and the Benefit Base is greater than zero. If that day is not a Business Day, the Benefit Determination Date is on the next Business Day.

Benefit Grace Period

Before the Maturity Date, this is the period that begins on the day we send you notice that your Designated Account value has fallen below the Required Minimum. The Benefit Grace Period is shown on the Contract Schedule.

Business Day

Each day (i) the Program Sponsor is open for business, (ii) we are open for business, and (iii) the New York Stock Exchange is open for trading. Our Business Day closes when regular trading on the New York Stock Exchange closes.

Contract Anniversary

The day that occurs on the same day and in the same month as the Contract Date for each Contract Year. The first Contract Anniversary is 12 months after the Contract Date. If that day is not a Business Day or does not exist in a given month, the Contract Anniversary is on the next Business Day.

C1000-GA 4

Definitions continued from the previous page

Contract Date

The first day this contract is effective. The Contract Date is shown on the Contract Schedule.

Contract Year

The first Contract Year begins on the Contract Date. Subsequent Contract Years begin on the Contract Anniversaries. All Contract Years end on the last Business Day before the next Contract Anniversary.

Covered Person

The person on whose Age and lifetime we base the Monthly Benefit. We determine the Covered Person on the Contract Date. The Covered Person is shown on the Contract Schedule.

For single life Monthly Benefits.

·	If the contract is solely owned, the Covered Person is the Owner.

·	If the contract is jointly owned, you may be able to choose which Joint Owner is the Covered Person.

·	If the contract is owned by a non-individual, the Covered Person is the Annuitant.

For joint life Monthly Benefits, you and your Spouse are the Covered Persons.

For joint life Monthly Benefits under contracts that are not qualified under the tax code.

·	Spouses must be Joint Owners; or

·	One Spouse must be the sole Owner and Annuitant and the other Spouse must be the sole primary Beneficiary.

For joint life Monthly Benefits under contracts that are qualified under the tax code.

·	One Spouse must be the sole Owner and Annuitant and the other Spouse must be the sole primary Beneficiary; or

·	One Spouse must be the Annuitant and the other Spouse must be the sole primary Beneficiary if the sole Owner is a non-individual; or

·	If we require a non-individual owner to be the sole primary Beneficiary, then one Spouse must be the Annuitant and the other spouse must be the sole contingent Beneficiary.

Spouses who are Joint Covered Persons must qualify as such under federal law until the Benefit Determination Date. If at any time before the Benefit Determination Date you are no longer Spouses you must send us Notice.

A person no longer qualifies as a Covered Person and is removed from the contract if that person is no longer an Owner, Joint Owner, Annuitant, or Beneficiary as required above, or no longer has a beneficial interest in the Designated Account.

You can remove a Joint Covered Person by providing Notice. You can only make this change once.

If you remove a Joint Covered Person from the contract, we change the Annual Insurance Charge Rate for joint life Monthly Benefits to the Annual Insurance Charge Rate for single life Monthly Benefits that is in effect at the time your request is effective. We guarantee that if we increase the Annual Insurance Charge Rate, it will not exceed the Maximum Insurance Charge Rate shown on the Contract Schedule.

Subject to our approval, you may be able to add a Covered Person if you initially selected single life Monthly Benefits by providing Notice. You can only make this change once. The new Joint Covered Person must not be older than the Maximum Issue Age.

Before the Withdrawal Start Date, the new Joint Covered Person must have married the current sole Covered Person within 60 days before our receipt of a Notice.

On or after the Withdrawal Start Date, if the new Joint Covered Person is the minimum Exercise Age or older at the time he/she marries the current sole Covered Person, you can add him/her if the marriage occurred within 60 days before our receipt of a Notice.

On or after the Withdrawal Start Date, if the new Joint Covered Person has not reached the minimum Exercise Age at the time he/she marries the current sole Covered Person, you cannot add him/her until he/she reaches the Exercise Age and we must receive Notice within 60 days after their birthday.

If you add a Joint Covered Person to the contract, we change the Annual Insurance Charge Rate for single life Monthly Benefits to the Annual Insurance Charge Rate for joint life Monthly Benefits that is in effect at the time your request is effective. We guarantee that if we increase the Annual Insurance Charge Rate, it will not exceed the Maximum Insurance Charge Rate shown on the Contract Schedule.

Joint life Monthly Benefits may not be available for some contracts that are owned by a non-individual. The Covered Person is shown on the Contract Schedule.

C1000-GA 5

Definitions continued from the previous page

Current Treasury Rate

The Current Treasury Rate for the current week is calculated by reference to the Ten-year U.S. Constant Maturity Treasury rate from the end of the last Business Day of the prior week if we receive your Notice for Permitted Withdrawals by 4 p.m. Eastern Time on the last Business Day of the current week. If we receive your Notice after 4 p.m. Eastern Time on the last Business Day of the week, we process your request using the Current Treasury Rate for the next week.

If the publication of the Ten-year U.S. Constant Maturity Treasury rate is discontinued, or if the calculation of the rate is changed substantially, we will seek regulatory approval to substitute a comparable rate. When we receive approval, we will send you, and any assignee of record, notice of the substitution at your last known addresses.

Designated Account

An investment account established by you with the Selling Firm.

Due Date

Each Business Day we calculate and assess the Total Contract Charges. The first Due Date is the Contract Date. The Due Dates are shown on the Contract Schedule. If that day is not a Business Day, the Due Date is on the next Business Day. There are no more Due Dates on or after the Benefit Determination Date or on or after the Annuity Date.

Federal Tax Code

The Internal Revenue Code of 1986, as amended.

Final Premium

Your Designated Account value on the Benefit Determination Date.

Grace Period

The period of time allowed for payment of Total Contract Charges.

Joint Annuitant

We only allow Joint Annuitants if you apply your entire Designated Account value to the Optional Fixed Annuity. You may only add a Joint Annuitant on the Annuity Date by sending us Notice.

Joint Owner

If there are two Owners of this contract, each Owner is a Joint Owner. Joint Owners must be Spouses. Joint Owners have equal ownership rights and both must authorize any exercise of those ownership rights unless we allow otherwise.

Joint Covered Person

If there are two Covered Persons, each Covered Person is a Joint Covered Person. Joint Covered Persons must be Spouses and must have a beneficial interest in your Designated Account.

Maturity Date

The Business Day that this contract terminates if your Designated Account value is greater than or equal to the Required Minimum, and you elect not to begin annuity payments. The Maturity Date is shown on the Contract Schedule. If that day is not a Business Day, the Maturity Date is on the next Business Day.

Required Minimum

The greater of the Minimum Value shown on the Contract Schedule or the Permitted Withdrawal Limit.

Monthly Benefit

The monthly lifetime income we pay beginning on the Monthly Benefit Start Date.

Monthly Benefit Start Date

The Business Day we begin paying the Monthly Benefit. The Monthly Benefit Start Date is on the same day of the month as the Contract Date. If that day is not a Business Day, or does not exist in a given month, the Monthly Benefit Start Date is on the next Business Day.

C1000-GA 6

Definitions continued from the previous page

Notice

Receipt of a written request satisfactory to the Company.

Permitted Withdrawal Limit

The maximum amount you may withdraw from your Designated Account each Contract Year before the Benefit Determination Date without reducing or eliminating the benefits under this contract.

Program Sponsor

The entity shown on the Contract Schedule.

Quarterly Anniversary

The day that occurs three, six, nine, and twelve calendar months after the Contract Date or any subsequent Contract Anniversary.

Quarterly Charges

The sum of the Insurance Charge and Administrative Charge.

Selling Firm

The financial institution through which you purchase a Contract and with which you have the Designated Account.

Spouses

Partners joined in marriage as defined by the Federal Tax Code.

Total Contract Charges

The sum of all Quarterly Charges, and the Contract Maintenance Charge.

Withdrawal Percentage

The rate we use to calculate the Permitted Withdrawal Limit and the Monthly Benefit. The Withdrawal Percentage Table is shown on the Contract Schedule and is based on the Age of the younger Covered Person and the Current Treasury Rate.

Withdrawal Start Date

The Business Day we receive your Notice to begin Permitted Withdrawals and calculate the Permitted Withdrawal Limit.

C1000-GA 7

Designated Account

The Designated Account is an investment account you have established with the Selling Firm. Your rights and obligations with respect to the Designated Account are set forth in your agreement with the Selling Firm.

The Selling Firm is responsible for providing us with daily data regarding your Designated Account. We are not responsible for obtaining this information. Your Designated Account must continually be in compliance with the Program Rules. The Program Rules are shown on the Contract Schedule.

If you reallocate your Designated Account value so that it does not comply with the Program Rules, we send written notice and ask you to reallocate your Designated Account value to bring it into compliance with the Program Rules by the end of the Allocation Correction Period. If you fail to make this reallocation by the end of the Allocation Correction Period shown on the Contract Schedule, this contract terminates as of the end of the Allocation Correction Period.

If the Program Sponsor changes the Program Rules so that they no longer meet our standards we may, at our sole discretion, either:

i.	collaborate with the Program Sponsor to establish new Program Rules; or

ii.	terminate this contract if we cannot reach an agreement with the Program Sponsor to establish and maintain new Program Rules which meet our standards.

If the Program Rules change, we send written notice to you. You must reallocate your Designated Account value to comply with these changes by the end of the Required Allocation Period. If you fail to make this reallocation by the end of the Required Allocation Period shown on the Contract Schedule, this contract terminates as of the end of the Required Reallocation Period.

If we terminate the contract, we send written notice to you. You may be able to transfer your Designated Account value and Benefit Base to another program sponsor and/or Selling Firm and receive a new contract if other programs are available. However, any new contract may have different features, charges, or guarantees.

Additional Investments to the Designated Account

The Initial Investment is your Designated Account Value as of the end of the last Business Day before the Contract Date. An Additional Investment is money you add to your Designated Account after the Contract Date. Proceeds from the assets held in your Designated Account, including interest, dividends, interest and gains, are not Additional Investments.

The Initial Investment, plus the total Additional Investments, minus Excess Withdrawals and Permitted Withdrawals, may not exceed the Maximum Coverage Amount shown on the Contract Schedule unless approved by us. If you make Additional Investments and exceed the Maximum Coverage Amount, we send written notice to you and ask you to remove the portion of the Additional Investment that exceeds the Maximum Coverage Amount from your Designated Account. We do not consider this removal to be an Excess Withdrawal or Permitted Withdrawal. If you fail to remove this amount by the end of the Investment Reversal Period shown on the Contract Schedule, this contract terminates as of the end of the Investment Reversal Period.

Withdrawals from the Designated Account

There are two types of withdrawals from your Designated Account: Permitted Withdrawals and Excess Withdrawals. Deductions from the Designated Account to pay Total Contract Charges are not Permitted Withdrawals or Excess Withdrawals.

Excess Withdrawals

An Excess Withdrawal is the amount of any withdrawal you take from the Designated Account that, when added to other Designated Account withdrawals you took during the Contract Year, is greater than the Permitted Withdrawal Limit. All withdrawals you take from the Designated Account prior to the Withdrawal Start Date are Excess Withdrawals. An

Excess Withdrawal reduces the Benefit Base as shown in the Benefit Base section.

C1000-GA 8

.Designated Account continued from the previous page

Permitted Withdrawals

Permitted Withdrawals are withdrawals you take from your Designated Account on or after the Withdrawal Start Date that when added together do not exceed the Permitted Withdrawal Limit for a Contract Year. We do not add any part of your Permitted Withdrawal Limit that you do not withdraw in a given Contract Year to the next Contract Year’s Permitted Withdrawal Limit. Permitted Withdrawals do not reduce the Benefit Base or any future Monthly Benefit.

You can begin Permitted Withdrawals by providing Notice once the younger Covered Person reaches the Exercise Age shown on the Contract Schedule. The Withdrawal Start Date is the date we receive your Notice.

We calculate the Permitted Withdrawal Limit on the Withdrawal Start Date and on each Contract Anniversary that occurs on or before the earlier of the older Covered Person’s Maximum Birthday or the Benefit Determination Date. On the Withdrawal Start Date, the Permitted Withdrawal Limit is equal to the Withdrawal Percentage based on the Current Treasury Rate multiplied by the Benefit Base.

On each subsequent Contract Anniversary we calculate the Permitted Withdrawal Limit as follows.

First we adjust your Permitted Withdrawal Limit for Excess Withdrawals taken on or after the Withdrawal Start Date and during the last Contract Year. We take your Permitted Withdrawal Limit from the prior Contract Anniversary (or the Withdrawal Start Date if this is the first Contract Anniversary after the Withdrawal Start Date), and reduce it by the percentage of Designated Account value withdrawn for each Excess Withdrawal taken during the prior Contract Year, determined at the end of each Business Day you took an excess Withdrawal.

We may then also increase your adjusted Permitted Withdrawal Limit to equal the result of your Designated Account value determined at the end of the prior Business Day, multiplied by the greater of:

a) the Withdrawal Percentage established on the prior Contract Anniversary (or the Withdrawal Start Date if this is the first Contract Anniversary after the Withdrawal Start Date) or

b) the Withdrawal Percentage based on the Current Treasury Rate that is in effect on the Contract Anniversary.

If this contract terminates and you later reinstate it, on the Reinstatement Date, we set the Permitted Withdrawal Limit to zero, and we cancel the Withdrawal Start Date.

Processing Multiple Transactions That Occur on the same Business Day

If you make multiple Additional Investments and/or take multiple withdrawals on the same Business Day, we combine all these transactions together and process them as one net transaction. If the Additional Investments exceed the withdrawals, we process the transaction as an Additional Investment. If the withdrawals exceed the Additional Investments, we process the transaction as a Permitted Withdrawal and/or Excess Withdrawal as appropriate.

Cancelling a Permitted Withdrawal or Excess Withdrawal

You may cancel a Permitted Withdrawal or Excess Withdrawal by adding money to your Designated Account during the Withdrawal Reversal Period shown on the Contract Schedule. We consider the added to the Designated Account, up to the amount withdrawn, to be a cancellation of the prior withdrawal and not an Additional Investment. We consider any amount added to the Designated Account in excess of the amount withdrawn to be an Additional Investment. If the amount added to the Designated Account is less than the amount withdrawn, we cancel only the portion of Permitted Withdrawal or Excess Withdrawal that is equal to the amount added to the Designated Account.

C1000-GA 9

Monthly Benefit

If your Designated Account value falls below the Required Minimum, before the Maturity Date shown on the Contract Schedule, we send written notice to you and the Selling Firm. You then have a Benefit Grace Period to decide whether or not you want to receive the Monthly Benefit. The Benefit Grace Period is shown on the Contract Schedule. We call the last day of the Benefit Grace Period the Benefit Determination Date.

If you take no action by the Benefit Determination Date, the Selling Firm will liquidate your Designated Account assets and send the money to us as the Final Premium. On the Benefit Determination Date, we calculate the Monthly Benefit amount and determine the Monthly Benefit Start Date. The Monthly Benefit does not change after the Benefit Determination Date.

If the last surviving Covered Person dies on or after the Benefit Determination Date, we pay the Beneficiary the Final Premium minus the total Monthly Benefits paid to date.

Monthly Benefit and Monthly Benefit Start Date if the younger Covered Person has reached the Exercise Age by the Benefit Determination Date

If the Withdrawal Start Date has not occurred, the Monthly Benefit on the Benefit Determination Date is equal to the Benefit Base at the end of the prior Business Day multiplied by the Withdrawal Percentage based on the Current Treasury Rate that is in effect, divided by 12. The Monthly Benefit Start Date is the Business Day immediately after the Benefit Determination Date.

If the Withdrawal Start Date has occurred, the Monthly Benefit on the Benefit Determination Date is equal to the Benefit Base at the end of the prior Business Day multiplied by the Withdrawal Percentage used to determine the Permitted Withdrawal Limit on the most recent Contract Anniversary, divided by 12. We then determine the Monthly Benefit Start Date as follows.

If your total Permitted Withdrawal Limit from the prior Contract Anniversary is less than the total Permitted Withdrawals and/or Excess Withdrawals taken during the current Contract Year, then the Monthly Benefit Start Date is the next Contract Anniversary. Otherwise, we calculate the number of Monthly Benefits you are entitled to for the remainder of this Contract Year as:

(A – B) ÷ C, where:

A = Permitted Withdrawal Limit from the prior Contract Anniversary.

B = Total Permitted Withdrawals and/or Excess Withdrawals taken during the current Contract Year.

C = The Monthly Benefit determined on the Benefit Determination Date.

Next, we round this up to the next whole number and then decrease it to align with the actual number of months left in the Contract Year. We determine the month we begin paying the Monthly Benefit by counting backwards from the next Contract Anniversary by the number of Monthly Benefits for the remainder of the Contract Year.

Monthly Benefit and Monthly Benefit Start Date if the younger Covered Person has not reached the Exercise Age by the Benefit Determination Date

We wait to determine the Monthly Benefit until the Monthly Benefit Start Date, which is the monthly anniversary that occurs on or after the younger Covered Person reaches the Exercise Age. The monthly anniversary is the same day of the month as the Contract Date, or the next Business Day if that day is not a Business Day or if that day does not exist in that month. On the Monthly Benefit Start Date, the Monthly Benefit is equal to the Benefit Base at the end of the last Business Day before the Benefit Determination Date, multiplied by the Withdrawal Percentage that was in effect on the Benefit Determination Date, divided by 12.

C1000-GA 10

Benefit Base

On the Contract Date, the Benefit Base is equal to the Designated Account value at the end of the prior Business Day.

At the end of each Business Day before the Withdrawal Start Date, we increase the Benefit Base by the amount of any Additional Investment and reduce it by the percentage of any Designated Account value withdrawn as an Excess Withdrawal.

On the Withdrawal Start Date, we compare the Benefit Base to the Designated Account Value using the values determined at the end of the prior Business Day and increase the Benefit Base to equal this Designated Account Value if it is greater.

On and after the Withdrawal Start Date, the Benefit Base only changes as follows:

If we increase the Permitted Withdrawal Limit on a Contract Anniversary, we set the Benefit Base on the Contract Anniversary equal to the Designated Account value determined at the end of the prior Business Day

·	If you make an Additional Investment, we increase the Benefit Base by the dollar amount of the investment, determined at the end of the Business Day we are informed of the investment.

·	If you take an Excess Withdrawal, we reduce the Benefit Base by the percentage of Designated Account value withdrawn, determined at the end of the Business Day we are informed of the withdrawal.

·	If you apply the Designated Account value to the Optional Fixed Annuity, we no longer calculate the Benefit Base on or after the Annuity Date.

·	If we begin paying the Monthly Benefit, we no longer calculate the Benefit Base after the Benefit Determination Date.

If this contract terminates and you later reinstate it, on the Reinstatement Date we set the Benefit Base equal to the Designated Account value determined at the end of the prior Business Day.

C1000-GA 11

Optional Fixed Annuity

At any time before the earlier of the Benefit Determination Date or the Maturity Date, you may request to begin fixed annuity payments under one of the annuity options described below by sending us Notice. You can add a Joint Annuitant on the Annuity Date if he/she is a Covered Person by sending us Notice. To receive fixed annuity payments, you must liquidate all of the assets in your Designated Account and send the proceeds to us along with a properly completed election form.

You may request monthly, quarterly, semi-annual, or annual annuity payments. After the Annuity Date, you cannot change the annuity option or the annuity payment frequency. We reserve the right to require that the annuity payments be in an amount no less than the Minimum Annuity Payment Amount shown on the Contract Schedule. We send the annuity payments you, or to the person or entity you designate.

On the Maturity Date if the Designated Account Value is greater than or equal to the Required Minimum, the Selling Firm will liquidate your Designated Account assets and send the balance to us. However, before the Selling Firm sends the Designated Account Value to us, they must confirm this transfer with you. At that time, if you choose not to allow the transfer, the contract terminates. If you allow the transfer, we make monthly fixed annuity payments under Option A if there is one Covered Person, or Option B if there are joint Covered Persons. We guarantee that this monthly fixed annuity payment will not be less than the Permitted Withdrawal Limit as of the end of the last Business Day before the Maturity Date, divided by twelve. If the Withdrawal Start Date has not occurred at this time, we calculate the Permitted Withdrawal Limit using the Benefit Base as of the end of the last Business Day before the Maturity Date and Withdrawal Percentage based on the Current Treasury Rate as of the Maturity Date. On the Maturity Date, if your Designated Account Value is less than the Required Minimum, we contact you to discuss the options available to you.

Option A – Installments for Life

We make annuity payments during the life of the Annuitant and the last payment is the one that is due before the Annuitant’s death. We base installments on the purchase rate we declare. This purchase rate will never be less than the purchase rate shown in Table 1.

Option B – Joint and Survivor Annuity

We make annuity payments during the lifetimes of the Annuitant and the Joint Annuitant. Upon the death of one Annuitant, annuity payments continue at the same amount during the lifetime of the surviving Joint Annuitant. Annuity payments stop with the last payment that is due before the last surviving joint Annuitant’s death. We base installments on the purchase rate we declare. This purchase rate will never be less than the purchase rate shown in Table 2.

Guaranteed Purchase Rate Tables are shown on the Contract Schedule.

C1000-GA 12

Total Contract Charges

The Selling Firm automatically deducts Total Contract Charges from your Designated Account, or another account you designate, on each Due Date and sends them to us. Total Contract Charges deducted from your Designated Account are not considered Excess Withdrawals or Permitted Withdrawals and do not reduce the Benefit Base.

Insurance Charges

Insurance Charges pay for the benefits provided under this contract. The Initial Annual Insurance Charge Rates are shown on the Contract Schedule. We reserve the right to change the Annual Insurance Charge Rate on each Quarterly Anniversary, subject to the Maximum Annual Insurance Charge Rate. If we change the Annual Insurance Charge Rate, we send you written notice.

Administrative Charges

Administrative Charges pay for the cost of administering, distributing and maintaining this contract. The Annual Administrative Charge Rate is shown on the Contract Schedule.

Contract Maintenance Charge

We deduct an annual Contract Maintenance Charge. This charge is shown on the Contract Schedule. We deduct the Contract Maintenance Charge on each Contract Maintenance Charge Due Date as shown on the Contract Schedule.

We do not deduct the Contract Maintenance Charge if the Designated Account Value at the time we deduct the charge is greater than or equal to the Designated Amount shown on the Contract Schedule. If you own more than one of this contract, we use the total Designated Account Value for all of the contracts to determine if we waive this charge. If the total Designated Account value, for all of the contracts registered under the same social security or tax identification number, is greater than or equal to the Designated Amount at the time we are to deduct the charge, we do not assess the Contract Maintenance Charge.

Payment of Total Contract Charges

Total Contract Charges are due on the Due Dates shown on the Contract Schedule. If the Due Date is not a Business Day, then the Total Contract Charges are due on the next Business Day. Quarterly Charges are payable in advance for each period. A period begins on a Due Date and ends on the last Business Day before the next Due Date.

We no longer deduct the Total Contract Charges after the Benefit Determination Date or after the Annuity Date.

On each Due Date, we calculate an estimated Quarterly Charge for each Insurance Charge Allocation shown on the Contract Schedule as follows:

A x B x C x D, where:

A = The sum of the Annual Insurance Charge Rate plus the Annual Administrative Charge Rate, divided by 365.

B = The Benefit Base at the end of the prior Business Day.

C = The portion of your Designated Account value in that Insurance Charge Allocation on the Due Date divided by your

total Designated Account value at the end of the Business Day before the Due Date.

D = The number of calendar days in that period.

The total estimated Quarterly Charge for a given period is equal to the sum of the estimated Quarterly Charges for each Insurance Charge Allocation.

C1000-GA 13

Total Contract Charges continued from the previous page

On the second and later Due Dates, we calculate the final Quarterly Charge for the prior period for each Insurance Charge Allocation as follows:

A x B x C, where:

A = The sum of the Annual Insurance Charge Rate plus the Annual Administrative Charge Rate, divided by 365.

B = The Benefit Base at the end of the Business Day, or at the end of the prior Business Day if the current day is not a

Business Day.

C = The portion of your Designated Account value in that Insurance Charge Allocation divided by the total Designated

Account value, both determined at the end of the current Business Day.

The total actual Quarterly Charge for the prior period is equal to the sum of all the actual daily Quarterly Charges for each Insurance Charge Allocation and each day in the prior period.

If the total actual Quarterly Charge for the current period is greater than the estimated Quarterly Charge paid on the prior Due Date, we increase the estimated Quarterly Charge for the next period on the Due Date by the difference. If the actual Quarterly Charge for the prior period is less than the estimated Quarterly Charge paid on the prior Due Date, we decrease the estimated Quarterly Charge for the next period on the Due Date by the difference.

If your contract ends for any reason other than failure to pay the estimated Total Contract Charge when due, we calculate whether there has been an overpayment or underpayment of the estimated Quarterly Charge from the prior Due Date to the end of the Business Day the contract ends using the formula for calculating the final Quarterly Charge. If this amount is positive, we send this amount to the Selling Firm, who deposits it into your Designated Account or otherwise refunds it to you. If this amount is negative, the Selling Firm deducts it from your Designated Account and pays it to us. If this negative amount is greater than your remaining Designated Account Value, the Selling Firm deducts the total remaining Designated Account Value and pays it to us.

We do not refund the amount of any estimated Quarterly Charge you paid in advance for the period after the Benefit Determination Date through the next Due Date.

If you begin receiving fixed annuity payments, we calculate whether there has been an overpayment or underpayment of the estimated Quarterly Charge from the prior Due Date to the Annuity Date using the formula for calculating the final Quarterly Charge. We also assess any applicable Contract Maintenance Charge on the Annuity Date unless you qualify for a waiver. We then either add or subtract this total amount to the Designated Account assets we received from the Selling Firm before we calculate fixed annuity payments. If the Annuity Date is not a Due Date, we also add any estimated Quarterly Charge you paid in advance from the Annuity Date through the next Due Date to this amount before calculating your fixed annuity payments.

Grace Period

We allow a Grace Period for payment of Total Contract Charges. The Grace Period is shown on the Contract Schedule. If Total Contract Charges are not paid by the end of the Grace Period, this contract terminates at the end of the Grace Period. If the last day of the Grace Period is not a Business Day it terminates on the next Business Day.

C1000-GA 14

Termination

Contract Termination

This contract terminates on the earliest of the following.

·	The date you cancel this contract. The date of cancellation is the later of the date you specify for cancellation in your Notice to us (or the next Business Day if that day if not a Business Day), or the Business Day we receive and accept such Notice.

·	The end of the Business Day you close your Designated Account with the Selling Firm.

·	The end of the Business Day that the Allocation Correction Period expires if you have not reallocated your Designated Account to be in compliance with the Program Rules.

·	The date specified in our written notice to you if the Program Sponsor no longer maintains any approved Program Rules.

·	The end of the Business Day that the Required Reallocation Period expires if you have not reallocated your Designated Account to be in compliance with the new Program Rules.

·	The end of the Business Day that the Grace Period expires and Total Contract Charges have not been paid.

·	The date any Covered Person or Annuitant is no longer the owner of, or an individual with the beneficial interest in, your Designated Account.

·	The date that your Designated Account value is reduced to zero by an Excess Withdrawal.

·	The end of the Business Day the Investment Reversal Period expires if you have not withdrawn the excess Additional Investment from your Designated Account.

·	At the end of the Business Day that occurs on or immediately before the date of death of the sole Covered Person.

If there are Joint Covered Persons, the contract ends at the end of the Business Day that occurs on or immediately before the date of death of the last surviving Covered Person (or the prior Business Day if that day is not a Business Day). However, if a Joint Covered Person dies before the Benefit Determination Date or the Annuity Date and the Joint Covered Persons are not recognized as Spouses under the Federal Tax Code on the date of death, and if there is no court order or applicable law regarding division of assets upon divorce, we will terminate this contract as of the date of divorce (or the prior Business Day if that day if not a Business Day).

·	On or after the Annuity Date, the date our last annuity payment obligation is met.

·	On the Maturity Date, if your Designated Account value at the end of the prior Business Day is greater than or equal to the Required Minimum and you do not apply your entire Designated Account value to the Optional Fixed Annuity.

This contract has no cash value unless amended by any applicable rider. Upon termination of this contract, our obligations to you cease except for any refund of overpaid Quarterly Charges or remaining Final Premium.

If we begin payment of Monthly Benefits or annuity payments, the provisions described in this contract that do not apply to our payment obligations terminate at the earliest of the Benefit Determination Date or the Annuity Date.

Right to Reinstate

You have a one-time right to reinstate this contract if we terminate it for failure to pay Total Contract Charges. The right to reinstate is limited to the Reinstatement Period shown on the Contract Schedule.

Right to Reapply

If we terminate this contract, we will not accept an application from you until expiration of the Reapplication Wait Period shown on the Contract Schedule. Any subsequent application for a new contract is subject to the availability of insurance and our underwriting rules in effect at that time.

Error or Incorrect Information

When an error is found or updated information has been given to us, we reserve the right to adjust, as applicable, the Insurance Charges, Administrative Charges, Benefit Base, Permitted Withdrawal Limit, Withdrawal Percentage, Maturity Date, Monthly Benefit and annuity payments for this contract based on the correct information in accordance with the terms of this contract.

C1000-GA 15

Ownership

Change of Owner, Covered Person, or Annuitant

You may not change an Owner, Covered Person, or Annuitant without our approval. We will not approve any change that violates any federal or state law. The only change to Covered Person that we allow is to add a Joint Covered Person if you previously appointed only a sole Covered Person, or to remove a Joint Covered Person. To request a change, you must send us Notice. If there are Joint Owners, both must agree in writing to the change. If we approve a change, it is effective as of the date we receive Notice. We are not responsible for any tax consequences of such a change. We are not liable for any actions taken before we receive the Notice and approve of and record the change. Upon the change, we issue a new Contract Sc hedule to reflect the change.

Divorce

If there is a divorce, you must immediately send us Notice. We will comply with any applicable law or court order regarding this contract. If the applicable law or the court order divides either (i) your Designated Account, or (ii) any benefit payments being made from this contract, we will issue one of the former Spouses a new contract, and we will issue a new Contract Schedule for the original contract to the other former Spouse to reflect the division and changes in the Owner, Covered Person, and Annuitant.

If there are Joint Covered Persons and there is a divorce before the Monthly Benefit Start Date, and your Designated Account value is greater than or equal to the Required Minimum, and if one Covered Person dies before we receive Notice of the divorce, this contract terminates as of the date of the divorce to comply with the Federal Tax Code.

Death of a Joint Covered Person

If a Joint Covered Person dies before the Monthly Benefit Start Date or the Annuity Date, and if the Joint Covered Persons were recognized as Spouses under the Federal Tax Code on the date of death, the surviving Joint Covered Person becomes the sole Covered Person on the date we receive due proof of death We apply new Annual Insurance Charge Rates and Withdrawal Percentages based on a sole Covered Person beginning on the Due Date following the date we receive due proof of death of the Joint Covered Person. However, if the Joint Covered Persons were not recognized as Spouses under the Federal Tax Code on the date of death, we terminate this contract as of the date of divorce.

Assignment of this Contract

You may not assign or transfer any ownership rights of this contract, including the right to any Monthly Benefit or annuity payment.

C1000-GA 16

General Provisions

Entire Contract

This contract, any endorsements, amendments, and any riders together are the entire contract and constitute the contract between you and us with respect to the rights and obligations described this contract. We deem all statements made to us by any Owner, any Covered Person or any Annuitant to be representations and not warranties.

Contestability

We will not contest this contract.

Age or Gender

We may periodically require proof of any Covered Person and/or Annuitant's gender and Age. After the Benefit Determination Date or Annuity Date, we may periodically require proof that the Covered Person or Annuitant, and if applicable the Joint Covered Person or Joint Annuitant, are still living.

If the Age or gender of a Covered Person or Annuitant is misstated at the time of application, we reserve the right to adjust, as applicable, the Insurance Charges, Benefit Base, Permitted Withdrawal Limit, Age and Treasury Based Income Percentage, Maturity Date, Monthly Benefit and annuity payments for this contract based on the correct Age or gender, in accordance with the terms of this contract. If there is any change to the amounts payable by us under this contract, we will correct the payments as follows. If there is any underpayment, we pay the amount of the underpayment in one sum. Any overpayment is deducted from the current or succeeding payment or payments due under this contract until fully paid. If we issue this contract before the Minimum Age or after the Maximum Age shown on the Contract Schedule due to a misstatement of Age, we will void this contract and return the Total Contract Charges paid.

Reports to Owners

We will send you a report at the end of each calendar year. The report includes any information that may be currently required by the insurance supervisory official of the jurisdiction in which this contract is issued.

No Dividends are Payable

This contract is issued is non-participating. This contract does not participate in our profits or surplus, and no dividends are payable.

Who Can Make Changes in this Contract

Any changes to this contract must be in writing, signed by our President and our Secretary.

Amendments

We reserve the right to amend this contract in order to comply with changes in applicable law or to retain the qualification for treatment as an annuity, whether under state or federal law, including the following:

·	The Federal Tax Code as amended;

·	Treasury regulations under the Federal Tax Code;

·	Internal Revenue Service rulings; and

·	Any requirements imposed by the Internal Revenue Service.

Riders and endorsements that we add to this contract in order to comply with applicable tax law do not require your consent but are subject to regulatory approval. Any such changes apply uniformly to all contracts that are affected. We will send you written notice of such changes.

In all events, notwithstanding any other provision of this contract, we interpret and administer this contract in accordance with the Federal Tax Code.

Conformity with Law

If any provision of this contract is contrary to any applicable law, such provision is considered amended to conform to such law.

Minimum Benefits

The benefits payable for this contract are not less than the minimum benefits required by the laws of the state governing this contract.

C1000-GA 17

Deferred Fixed Annuity Contract

Allianz Life Insurance Company of North America

[5701 Golden Hills Drive]

[Minneapolis, MN 55416-1297]

[800.950.1962]

This contract guarantees payment of the Monthly Benefit to you over the life of the Covered Person in the event your Designated Account value falls below the Required Minimum before the Maturity Date and this contract is still in force. In order to receive the full benefit of this contract, you must comply with all terms as described in this contract.

There is no cash surrender value or death benefit under this contract, unless amended by any applicable rider. Your Designated Account is not an account of the Company, and the investments of your Designated Account are not assets of the Company. Your Designated Account is subject to the Selling Firm’s agreement with you. This contract is nonparticipating.

In consideration of your application for and the payment of Total Contract Charges, we agree to pay to you the Monthly Benefit according to the terms of this contract. Alternatively, we agree to make annuity payments to you if you elect to apply all of your Designated Account value to purchase an Optional Fixed Annuity from the Company.

C1000-GA

EX-99 6 ex99a4b.htm SCHEDULE ex99a4b.htm

Contract Schedule

Contract Number: [12345]

Contract Date: [01/01/2008] Maturity Date: [01/01/2058]

Contract Owner: [John Doe]

[Joint Contract Owner:] [Jane Doe]

Covered Person: [John Doe] Covered Person’s DOB: [01/01/1958]

[Joint Covered Person:] [Jane Doe] [Joint Covered Person’s DOB:] [01/01/1958]

Annuitant: [John Doe] Annuitant’s DOB: [01/01/1958]

Maximum Issue Age: [80]

Minimum Annuity Payment Amount: $[100] per month

Maximum Birthday: [91st] birthday

Program Sponsor: [XYZ Trust/Broker-Dealer]

Designated Account

Account Number: [8675309]

Maximum Coverage Amount: [$1,000,000.00]

Program Rule(s): [0 to 100% PIMCO Global Multi-Asset Fund]

[0 to 100% PIMCO Total Return Fund]

[0 to 100% PIMCO Money Market Fund]

Required Reallocation Period:

[30 days from the date of the written notice or the next Business Day if the 30th day is not a Business Day. ]

Allocation Correction Period:

[10 days from the date of the written notice or the next Business Day if the 10th day is not a Business Day.]

Addition Reversal Period:

[60 days from the date of the written notice or the next Business Day if the 60th day is not a Business Day.]

Minimum Value: [$5,000]

Benefit Grace Period:

[10 days from the date of the written notice or the next Business Day if the 10th day is not a Business Day]

Benefit Base

Initial Investment: [$75,000]

Withdrawals

Withdrawal Reversal Period:

[10 days from the date of withdrawal or the next Business Day if the 10th day is not a Business Day]

Exercise Ages: On the Withdrawal Start Date, all Covered Persons must be atleast age [65].

Withdrawal Percentage Table

Current Ten-year U.S. Constant Maturity Treasury rate	Payment percentage
[Less than 3.50%	4%]
[3.50% to 4.99%	5%]
[5.00% to 6.49%	6%]
[6.50% and above	7%]

CS1000 3

Contract Schedule continued from the previous page

Total Contract Charges

Grace Period: [30] days

Due Dates: [Contract Date and the first Business Day in January, April, July and October]

[Contract Date and each quarterly anniversary of the Contract Date or the next BusinessDay if such day is not a Business Day]

Contract Maintenance

Charge Due Date: [First Business Day in January]

[Contract Anniversary]

Insurance Charge

[Initial Annual Insurance Charge Rate for a Sole Covered Person]

Allocation 1: [PIMCO Global Multi-Asset Fund] [1.05%]

Allocation 2: [PIMCO Total Return Fund] [1.05%]

Allocation 3: [PIMCO Money Market Fund ] [1.05%]

[Initial Annual Insurance Charge Rate for Joint Covered Persons]

Allocation 1: [PIMCO Global Multi-Asset Fund] [1.05%]

Allocation 2: [PIMCO Total Return Fund] [1.05%]

Allocation 3: [PIMCO Money Market Fund ] [1.05%]

Maximum Annual Insurance Charge Rate: [1.75]%

Administrative Charge

The Annual Administrative Charge Rate is [0.20]%.

Contract Maintenance Charge

The Annual Contract Maintenance Charge is $[75.00].

The Designated Amount is $[100,000].

Reinstatement and Reapplication

Reinstatement Period:

[90 days or the next Business Day if the 90th day is not a Business Day] after Contract Termination

Reapplication Wait Period: [24 months] after Contract Termination

[Optional Riders:]

CS1000 [3A]

Contract Schedule continued from the previous page

Guaranteed Purchase Rate Tables are based on [1]% interest and the [Annuity 2000 Mortality Tables]. Values for ages not shown will be furnished upon request.

TABLE 1, LIFE ONLY ANNUITY Monthly Installments, per $1,000, payable during the lifetime of the Annuitant.
Age on Annuity Date	Male Female Annuitant 60; Annuitant
[50	3.02	2.78
51	3.09	2.84
52	3.17	2.90
53	3.25	2.97
54	3.33	3.04
55	3.42	3.12
56	3.51	3.20
57	3.61	3.29
58	3.72	3.38
59	3.83	3.47
60	3.95	3.57
61	4.07	3.68
62	4.21	3.79
63	4.35	3.91
64	4.50	4.04
65	4.67	4.18
66	4.84	4.33
67	5.03	4.48
68	5.22	4.65
69	5.43	4.83
70	5.66	5.03
71	5.90	5.24
72	6.15	5.47
73	6.42	5.71
74	6.71	5.98
75	7.02	6.26
76	7.36	6.57
77	7.71	6.91
78	8.09	7.27
79	8.50	7.66
80	8.93	8.09]

TABLE 2, JOINT AND SURVIVOR ANNUITY Monthly installment per $1,000, payable as long as either Annuitant is living.
Age of Male on	Age of Female on Annuity Date
Annuity Date	50	55	60	65	70	75	80

[50	2.49	2.63	2.74	2.84	2.90	2.95	2.98
55	2.58	2.76	2.94	3.09	3.21	3.29	3.35
60	2.65	2.88	3.12	3.34	3.54	3.69	3.80
65	2.70	2.97	3.27	3.58	3.89	4.15	4.36
70	2.73	3.03	3.38	3.78	4.22	4.64	5.00
75	2.75	3.06	3.46	3.93	4.49	5.11	5.70
80	2.76	3.09	3.51	4.04	4.70	5.50	6.37]

CS1000 [3A]

EX-99 7 ex99a4c.htm RIDER ex99a4c.htm

Maximum Anniversary Value Rider

The Company has issued this rider as a part of the contract. If there are any conflicts between this rider and your contract, the provisions in this rider prevail.

Benefit Base

The following replaces the contract section “Benefit Base.”

On the Contract Date, and on each Business Day before the Withdrawal Start Date or Annuity Date, the Benefit Base is equal to the Maximum Anniversary Value.

On the Withdrawal Start Date, we compare your Benefit Base to the Designated Account Value using the values determined at the end of the prior Business Day and increase your Benefit Base to equal this Designated Account Value if it is greater.

On and after the Withdrawal Start Date, the Benefit Base only changes as follows:

·	If we increase the Permitted Withdrawal Limit on a Contract Anniversary, we set the Benefit Base on the Contract Anniversary equal to the Designated Account value determined at the end of the prior Business Day.

·	If you make an Additional Investment, we increase the Benefit Base by the dollar amount of the investment, determined at the end of the Business Day we are informed of the investment.

·	If you take an Excess Withdrawal, we reduce the Benefit Base by the percentage of Designated Account value withdrawn, determined at the end of the Business Day we are informed of the withdrawal.

·	If you apply the Designated Account value to the Optional Fixed Annuity, we no longer calculate the Benefit Base on or after the Annuity Date.

If we begin paying the Monthly Benefit, we no longer calculate the Benefit Base after the Benefit Determination Date.

Maximum Anniversary Value

We only calculate the Maximum Anniversary Value before the Withdrawal Start Date or Annuity Date.

On the Contract Date the Maximum Anniversary Value is initially equal to the Designated Account Value at the end of the prior Business Day.

At the end of each Business Day, we adjust the Maximum Anniversary Value as follows.

·	We increase it by the amount of any Additional Investment.

·	We reduce it by the percentage of any Designated Account Value withdrawn as an Excess Withdrawal.

On each Contract Anniversary before the older Covered Person’s Maximum Birthday, we compare the Maximum Anniversary Value to the Designated Account Value using the values determined at the end of the prior Business Day and increase the Maximum Anniversary Value to equal this Designated Account Value if it is greater. The Maximum Birthday is shown on the Contract Schedule.

If this contract terminates and you later reinstate it, on the Reinstatement Date we set the Maximum Anniversary Value to equal your Designated Account Value determined at the end of the prior Business Day and set the Benefit Base equal to this Maximum Anniversary Value.

Termination

Rider Termination

This rider terminates on the earliest of:

·	The date the contract terminates.

·	The Withdrawal Start Date.

·	The Annuity Date.

·	The Maturity Date.

R1000

Termination continued from the previous page

Right to Reinstate this Rider

This rider may be reinstated along with the contract.

Information

Error or Incorrect Information

When an error is found or updated information has been given, we reserve the right to adjust, as applicable, the Maximum Anniversary Value for your contract based on the correct information, in accordance with the terms of your contract.

In all other respects the provisions, conditions, exceptions and limitations contained in the contract remain unchanged.

Signed for the Company at its home office.

Allianz Life Insurance Company

of North America

[ ]

Maureen A. Phillips Gary Bhojwani

Secretary President

R1000

EX-99 8 ex99a24a.htm POA ex99a24a.htm

POWER OF ATTORNEY

Allianz Life Insurance Company of North America

Each person whose signature appears below hereby constitutes and appoints Stewart D. Gregg, H. Bernt von Ohlen, and Charles I. Wikelius and each of them, their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for them and in their names, place and stead, in any and all capacities, to sign any and all documents to be filed under the registration listed below that have been or will be filed with the Securities and Exchange Commission by Allianz Life Insurance Company of North America pursuant to the Securities Act of 1933, as amended, by means of the Securities and Exchange Commission's electronic disclosure system known as EDGAR or otherwise; and to file the same, with any amendments thereto and all exhibits thereto and oth er documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to sign and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Registered Fixed Annuities 33 Act No.

IncomeVest Form S-1 filing Pending

Signature Title Date

/s/ Jay Ralph ; 9-6-2010

Director and Chairman of the Board

Jay S. Ralph

/s/ Gary Bhojwani 9-7-20 10

Director, President and Chief Executive Officer

Gary C. Bhojwani

/s/ Giulio Terzariol 9-7- 2010

Director, Senior Vice President

Giulio Terzariol and Chief Financial Officer

/s/ Helmut Perlet & #160; 9-3-2010

Director

Dr. Helmut Perlet

/s/ Brigitte Bovermann 9-20-2010

Director

Dr. Brigitte Bovermann

/s/ Michael Sullivan 9-2-2010

Director

Michael P. Sullivan

/s/ Dale E. Lauer 9-3-2010

Director

Dale E. Lauer

EX-99 9 ex99a24b.htm RESOLUTION ex99a24b.htm

WRITTEN ACTION IN LIEU OF A MEETING

THE BOARD OF DIRECTORS

ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

The undersigned, constituting all the members of the Board of Directors (the “Board”) of Allianz Life Insurance Company of North America, a Minnesota corporation (the “Company”), acting pursuant to the relevant provisions of the Minnesota Statutes, hereby consent to the adoption of, and do hereby adopt, the following resolutions as of August 20, 2010:

SEC Filings

WHEREAS, the Company develops and sells insurance products (the “Products”) that must be registered with the United States Securities and Exchange Commission (the “SEC”) as securities under the Securities Act of 1933 (the “33 Act”); and

WHEREAS, the Company proposes to register a new Product with the SEC by filing with the SEC a Form S-1 Registration Statement (the “Registration Statement”);

NOW, THEREFORE, RESOLVED, that the officers of the Company are hereby authorized to execute and file with the SEC on behalf of the Company, any Registration Statements, any amendments to such Registration Statements, and any related required filings as shall be deemed necessary or proper, and all exhibits thereto and other documents in connection therewith, by means of the SEC’s electronic disclosure system known as EDGAR or otherwise.

RESOLVED FURTHER, that the name of any officer signing such Registration Statement and any amendments to such Registration Statement, or any related filings, on behalf of the Company, may be signed pursuant to a power of attorney, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to sign and perform each and every act and thing requisite and necessary to be done in connection therewith.

RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed on behalf of the Company to take any and all actions deemed necessary, appropriate or desirable, in their judgment and discretion, to fully carry out the intent and to accomplish the purposes of the foregoing resolutions.

/s/ Jay Ralph /s/ Brigitte Bovermann

______________________________ ___________________________

Jay S. Ralph Dr. Brigitte Bovermann

/s/ Gary C. Bhojwani /s/ Giulio Terzariol

______________________________ _________________________________

Gary C. Bhojwani Giulio Terzariol

/s/ Helmut Perlet /s/ Michael Sullivan

______________________________ _________________________________

Dr. Helmut Perlet Michael P. Sullivan

/s/ Dale Lauer

______________________________

Dale E. Lauer

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Calculation of Registration Fee
Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
Contingent Individual Deferred Fixed Annuity Contract	*	*	$10,000,000	$713

	High and Low Ten-Year U.S. Treasury Constant Maturity Rate by Year
Year	1995	1996	1997	1998	1999	2000	2001	2002	2003	2004	2005	2006	2007	2008	2009
High	7.89%	7.06%	6.98%	5.81%	6.45%	6.79%	5.54%	5.44%	4.61%	4.89%	4.66%	5.25%	5.26%	4.27%	3.98%
Low	5.58%	5.53%	5.72%	4.16%	4.63%	5.02%	4.22%	3.61%	3.13%	3.70%	3.89%	4.34%	3.83%	2.08%	2.23%

PIMCO Global Multi-Asset Fund	0 to [TO BE ADDED UPON AMENDMENT]%
PIMCO Total Return Fund	0 to 100%
PIMCO Money Market Fund	0 to 100%

	Insurance Charge
	Maximum	Minimum	Current
Sole Covered Person	1.75%	0.25%	[TO BE ADDED UPON AMENDMENT]%
Joint Covered Persons	1.75%	0.25%	[TO BE ADDED UPON AMENDMENT]%

Withdrawal Limit Percentage Table
Current Ten-year U.S. Constant Maturity Treasury rate	Withdrawal Limit percentage
3.49% and below	4%
3.50% to 4.99%	5%
5.00% to 6.49%	6%
6.50% and above	7%