EX-4 4 contractcore-333x198399.htm EXHIBIT 4 Exhibit

MDLV/CRT(10/00)-01
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
ONE CORPORATE DRIVE
P.O. BOX 883
SHELTON, CONNECTICUT 06484


(A Stock Company)



This certificate (the "Annuity") is a summary of the provisions of a group annuity contract. The contract owner
and contract as shown in the Schedule are made part of this Annuity.


RIGHT TO CANCEL


You may return this Annuity to our Office or to the representative who solicited its purchase for a refund within
ten days after you receive it or longer if required by applicable law or regulation. The amount of the refund
will equal not less than the Account Value as of the date we receive the cancellation request plus any tax charge
deducted. You bear the investment risk during this period. However, if required by applicable law or
regulation, the amount we refund is the greater of; (1) the Purchase Payment and (2) the current Account Value of
the Annuity plus any tax charge deducted. If under applicable law we are required to return not less than the
Purchase Payment, we may elect to allocate your Account Value to a money-market investment option during the
period this Right to Cancel provision applies to your Annuity.


Signed for American Skandia Life Assurance Corporation:








President






GROUP DEFERRED ANNUITY
NON-PARTICIPATING
VARIABLE AND FIXED INVESTMENT OPTIONS IN THE ACCUMULATION PERIOD


IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES PROVIDED UNDER THE VARIABLE INVESTMENT OPTIONS ARE BASED ON THEIR INVESTMENT PERFORMANCE AND ARE, THEREFORE, NOT GUARANTEED. PLEASE REFER TO THE SECTION ENTITLED "ACCOUNT
VALUE IN THE SUB-ACCOUNTS" FOR A MORE COMPLETE EXPLANATION.


IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES PROVIDED UNDER THE FIXED INVESTMENT OPTIONS MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT. SUCH A MARKET VALUE ADJUSTMENT MAY INCREASE OR DECREASE ANY SUCH PAYMENTS OR VALUES.
PLEASE REFER TO THE SECTION ENTITLED "ACCOUNT VALUE OF THE FIXED ALLOCATIONS" FOR A MORE COMPLETE EXPLANATION.











MDLV/CRT(10/00)-02 2
TABLE OF CONTENTS



DEFINITIONS 5
INVESTMENT OF ACCOUNT VALUE..............................................................................7
OPERATIONS OF THE SEPARATE ACCOUNTS......................................................................8
CHARGES ..........................................................................................9
PARTICIPATION RIGHTS AND DESIGNATIONS...................................................................10
PURCHASE PAYMENTS.......................................................................................11
ACCOUNT VALUE AND SURRENDER VALUE.......................................................................11
ALLOCATION RULES........................................................................................13
TRANSFERS 14
DISTRIBUTIONS 14
GENERAL PROVISIONS......................................................................................19
ANNUITY TABLES 20





































A copy of any enrollment form and any riders, amendments and endorsements are attached.












MDLV/CRT(10/00)-03 3
SCHEDULE


ANNUITY NUMBER: [001-00001] ISSUE DATE: [FEBRUARY 1, 2001]


TYPE OF BUSINESS: [NON-QUALIFIED]





PARTICIPANT: [JOHN DOE]
DATE OF BIRTH: [OCTOBER 21, 1940] SEX: [MALE]


PARTICIPANT: [MARY DOE]
DATE OF BIRTH: [OCTOBER 15, 1940] SEX: [FEMALE]


ANNUITANT: [JOHN DOE]


ANNUITANT'S DATE OF BIRTH: [OCTOBER 21,1940] ANNUITANT'S SEX: [MALE]


ANNUITY DATE: [FEBRUARY 01, 2025]


CONTINGENT ANNUITANT: AS NAMED IN ANY ENROLLMENT FORM OR LATER CHANGED


BENEFICIARY: AS NAMED IN ANY ENROLLMENT FORM OR LATER CHANGED OR, IF NOT NAMED, UNDER THE TERMS OF THIS
ANNUITY


PURCHASE PAYMENT: $[10,000] NET PURCHASE PAYMENT: $[10,000]


MINIMUM ADDITIONAL PURCHASE PAYMENT $[100]


MINIMUM WITHDRAWAL AMOUNT: $[100]


MINIMUM SURRENDER VALUE AFTER WITHDRAWAL: $[1,000]


MINIMUM ANNUITY PAYMENT: $[100 PER MONTH]


CONTINGENT DEFERRED SALES CHARGE:


[LENGTH OF TIME PERCENTAGE OF PURCHASE
SINCE THE ISSUE DATE PAYMENTS BEING LIQUIDATED


0-1 year 8.5%
1-2 years 8.0%
2-3 years 7.0%
3-4 years 6.0%
4+ years 0%]



TRANSFER FEE: $[15 PER TRANSFER AFTER THE EIGHTH IN ANY ANNUITY YEAR]


MAINTENANCE FEE [LESSER OF $35 OR 2% OF ACCOUNT VALUE, BUT ONLY IF THE ACCOUNT VALUE AT THE TIME THE FEE IS
DUE IS LESS THAN $100,000]





INSURANCE CHARGE: [1.40]%








MDLV/CRT(10/00)-04 4
SCHEDULE (CONTINUED)


INDEX: [THE INDEX IS BASED ON THE STRIP YIELDS PROVIDED TO US BY AN INDEPENDENT PRICING SERVICE OF OUR CHOICE AS
OF THE DATE WE DECLARE A RATE OF INTEREST. THE APPLICABLE TERM (LENGTH OF TIME FROM ISSUANCE TO MATURITY) OF THE
STRIPS IS THE SAME AS THE DURATION OF THE GUARANTEE PERIOD. IF NO STRIPS ARE AVAILABLE FOR SUCH TERM, STRIPS FOR
THE NEXT SHORTEST TERM ARE USED. IF THE UNITED STATES TREASURY DISCONTINUES OFFERING ANY OF THE APPLICABLE
CERTIFICATES OF INDEBTEDNESS UPON WHICH STRIPS ARE BASED OR IF THERE IS ANY DISRUPTION IN THE MARKET FOR STRIPS
THAT WOULD HAVE AN IMPACT ON OUR ABILITY TO OBTAIN MARKET VALUATIONS FOR SUCH INSTRUMENTS, WE WILL SUBSTITUTE
INDEXES WHICH IN OUR OPINION ARE COMPARABLE.]




INTEREST RATE MINIMUM: [2.25 PER CENT (2.25%) LESS THAN THE AMOUNT DETERMINED BY THE INDEX. IN NO EVENT WILL
THE MINIMUM BE LESS THAN ZERO.]


VARIABLE SEPARATE ACCOUNT: [AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B - CLASS 1 SUB-ACCOUNTS]


FIXED SEPARATE ACCOUNT: [AMERICAN SKANDIA LIFE ASSURANCE CORPORATION SEPARATE ACCOUNT D]


OWNER: [AMERICAN SKANDIA INSURANCE TRUST]


CONTRACT: [053]



OFFICE: AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
[ONE CORPORATE DRIVE
P.O. BOX 883
SHELTON. CONNECTICUT 06484
Telephone: 1-800-752-6342
www.AmericanSkandia.com]









MDLV/CRT(10/00)-05 5


DEFINITIONS





Account Value: The value of each allocation to a Sub-account or a Fixed Allocation prior to the Annuity Date,
plus any earnings and/or less any losses, distributions, and charges thereon, before assessment of any applicable
contingent deferred sales charge and/or any applicable maintenance fee. Account Value is determined separately
for each Sub-account and for each Fixed Allocation, and then totaled to determine Account Value for your entire
Annuity. Account Value of each Fixed Allocation on other than such Fixed Allocation's Maturity Date is

calculated using a market value adjustment.

Accumulation Period: The period of time from the Issue Date through the day preceding the Annuity Date.


Annuitant: Annuity payments are based upon this person's life.


Annuity: A summary of your rights and benefits under the contract shown in the Schedule.


Annuity Date: The date on which annuity payments are to commence.


Annuity Years: Continuous 12 month periods commencing on the Issue Date and each anniversary of the Issue Date.


Beneficiary: The person designated as the recipient of the death benefit.


Contingent Annuitant: The person named to become the Annuitant on the Annuitant's death prior to the Annuity
Date.


Current Rates: The interest rates we offer to credit to Fixed Allocations for the duration of newly beginning
Guarantee Periods under this Annuity. Current Rates are contained in a schedule of rates established by us from
time to time for the Guarantee Periods then being offered. We may establish different schedules for different
classes and for different annuities.


Fixed Allocation: An allocation of Account Value that is to be credited a fixed rate of interest for a specified
Guarantee Period during the Accumulation Period and is to be supported by assets in the Fixed Separate Account.


Fixed Separate Account: The separate account shown in the Schedule used in relation to Fixed Allocations.


Guarantee Period: A period of time during the Accumulation Period during which we credit a fixed rate of
interest on a Fixed Allocation.


In Writing: In a written form that is satisfactory to us and filed at our Office. In lieu of such a written
communication, we, at our sole discretion, may agree in advance to communication regarding a specific matter by
telephone or by some other form of electronic transmission in a manner we accept.


Interim Value: As of any particular date, the initial value of a Fixed Allocation plus all interest credited
thereon, less the sum of all previous transfers and withdrawals of any type from such Fixed Allocation and
interest thereon from the date of each withdrawal or transfer.


Issue Date: The effective date of your participation under the contract shown in the Schedule in relation to the
rights and benefits evidenced by this Annuity.


MVA: A market value adjustment used in the determination of Account Value of each Fixed Allocation as of a date
other than such Fixed Allocation's Maturity Date and thirty days prior thereto.





MDLV/CRT(10/00)-06 6
Maturity Date: The last day in a Guarantee Period.


Minimum Distributions: Minimum amounts that must be distributed each year in relation to certain qualified plans
under the Internal Revenue Code.


Net Purchase Payment: A Purchase Payment less any applicable charge for taxes.





Office: The location shown in the Schedule where all requests regarding this Annuity are to be sent.

Option-adjusted Spreads: The differences between the yields on corporate debt securities, adjusted to disregard
any options available therewith, and the yields on government debt securities of comparable maturity.


Owner: The person or entity shown in the Schedule unless later changed, that owns the master group contract
under which an Annuity is issued.


Payout Period: The period starting on the Annuity Date during which the annuity is paid.


Purchase Payment: A cash consideration you give to us for the rights, privileges and benefits outlined in this
Annuity.


Strip: A direct obligation of the U.S. Treasury. It consists of a Treasury coupon security broken into
individual payments of either the right to receive the applicable principal payment or the right to the
applicable interest payment.


Strip Yield: For purposes of this Annuity, the ask yield for Strips based solely on the right to redeem coupons
for interest payments.


Sub-account: A division of the Variable Separate Account shown in the Schedule. We use Sub-accounts to
calculate variable benefits under this Annuity.


Surrender Value: The value of your Annuity available upon surrender prior to the Annuity Date. It equals the
Account Value as of the date we price the surrender less any applicable contingent deferred sales charge, any
applicable tax charges, any charges due for any optional benefits provided by rider or endorsement and any
applicable maintenance fee.


Unit: A measure used to calculate your Account Value in a Sub-account prior to the Annuity Date.


Unit Price: Unit Price is used for calculating (a) the number of Units allocated to a Sub-account, and (b) the
value of transactions into or out of a Sub-account or benefits based on Account Value in a Sub-account prior to
the Annuity Date. Each Sub-account has its own Unit Price which will vary each Valuation Period to reflect the
investment experience of that Sub-account.


Valuation Day: Every day the New York Stock Exchange is open for trading or any other day that the Securities
and Exchange Commission requires mutual funds or unit investment trusts to be valued.


Valuation Period: The period of time between the close of business of the New York Stock Exchange on successive
Valuation Days.


Variable Separate Account: The variable separate account shown in the Schedule used in relation to Sub-accounts.


we, us, our: American Skandia Life Assurance Corporation.


you, your: The participant shown in the Schedule.





MDLV/CRT(10/00)-07 7
INVESTMENT OF ACCOUNT VALUE


General: In the Accumulation Period we offer a range of variable and fixed options as ways to invest your
Account Value. You may maintain Account Value in multiple investment options, subject to the limits set out in
the Allocation Rules section of this Annuity. You may transfer Account Value between investment options, subject
to the requirements set out in the Transfers section of this Annuity. Transfers may be subject to a fee.


Variable Investment Options: During the Accumulation Period we offer a number of Sub-accounts as variable
investment options. These are all Sub-accounts of the Variable Separate Account(s) shown in the Schedule.





Fixed Investment Options: We may offer Fixed Allocations with Guarantee Periods of different durations. Each
such Fixed Allocation is accounted for separately. Each Fixed Allocation earns a fixed rate of interest
throughout its Guarantee Period. Multiple Fixed Allocations are permitted, subject to our allocation rules. The
duration of a Guarantee Period may be the same or different from the duration of the Guarantee Periods of any of
your prior Fixed Allocations.


To the extent permitted by law, we reserve the right at any time to offer Guarantee Periods with durations that
differ from those which were available when your Annuity was issued. We also reserve the right at any time to

stop accepting new allocations, transfers or renewals for a particular Guarantee Period.

A Guarantee Period for a Fixed Allocation begins: (a) when all or part of a Net Purchase Payment is allocated to
that particular Guarantee Period; (b) upon transfer of any of your Account Value to a Fixed Allocation for that
particular Guarantee Period; or (c) when a Guarantee Period attributable to a Fixed Allocation "renews" after its
Maturity Date.


We declare the rates of interest applicable during the various Guarantee Periods offered. Declared rates are
effective annual rates of interest. The rate of interest applicable to a Fixed Allocation, for the class of
contracts to which this Annuity belongs, is the one in effect when its Guarantee Period begins. The rate is
guaranteed throughout the Guarantee Period.


We may offer certain Guarantee Periods only in connection with certain uses of the Annuity or in connection with
certain programs for allocation of your Account Value. Also, we may offer multiple Guarantee Periods of equal
duration, but limit access to certain of these Guarantee Periods depending on uses of the Annuity or
participation in certain programs for allocation of your Account Value. We may offer differing Current Rates to
these differing Guarantee Periods as compared to other Guarantee Periods of the same duration.


We inform you of the interest rate applicable to a Fixed Allocation, as well as its Maturity Date, when we
confirm the allocation. We declare interest rates applicable to new Fixed Allocations from time to time. Any
new Fixed Allocation in an existing Annuity is credited interest at a rate not less than the rate we are then
crediting to Fixed Allocations for the same Guarantee Period selected by new Annuity purchasers in the same class.


The interest rates we credit are subject to a minimum. We may declare a higher rate. The Interest Rate Minimum
is described in the Schedule.


Interest Rate Minimum


Interest rates are determined by us. However, rates are subject to a minimum. The minimum for a Fixed
Allocation is based on both an index and a reduction to the interest rate determined according to the index. Both
the index and the reduction used in determining the minimum are as shown in the Schedule. If required for
subsitution of the index, we will obtain prior approval from the Securities and Exchange Commission so long as
required by law and any other required regulatory approvals.





MDLV/CRT(10/00)-08 8
OPERATIONS OF THE SEPARATE ACCOUNTS


General: The assets supporting our obligations under the Annuities may be held in various accounts, depending on
the obligation being supported. In the Accumulation Period, assets supporting Account Values are held in
separate accounts established under the laws of the State of Connecticut. In the Payout Period, assets
supporting fixed annuity payments are held in our general account.


Separate Accounts: We are the legal owner of assets in the separate accounts. Income, gains and losses, whether
or not realized, from assets allocated to these separate accounts, are credited to or charged against each such
separate account in accordance with the terms of the annuities supported by such assets without regard to our
other income, gains or losses or to the income, gains or losses in any other of our separate accounts. We will
maintain assets in each separate account with a total market value at least equal to the reserve and other
liabilities we must maintain in relation to the annuity obligations supported by such assets. These assets may



only be charged with liabilities which arise from such annuities, which may include Annuities issued under the
contract shown in the Schedule.


Variable Separate Account: In the Accumulation Period the assets supporting obligations based on allocations to
the variable investment options are held in the Variable Separate Account shown in the Schedule. This separate
account consists of multiple Sub-accounts. This separate account was established by us pursuant to Connecticut
law. This separate account also holds assets of other annuities issued by us with values and benefits that vary
according to the investment performance of this Variable Separate Account.


The amount of our obligations in relation to allocations to the Sub-accounts are based on the investment
performance of such Sub-accounts. However, the obligations themselves are our general corporate obligations.


The Variable Separate Account is registered with the Securities and Exchange Commission ("SEC") under the
Investment Company Act of 1940 (the "1940 Act") as a unit investment trust, which is a type of investment
company. This does not involve any supervision by the SEC of the investment policies, management or practices of
the Variable Separate Account.


Sub-accounts are permitted to invest in underlying mutual funds or portfolios that we consider suitable. We also
reserve the right to change the investment policy of any or all Sub-accounts, add Sub-accounts, eliminate
Sub-accounts, combine Sub-accounts, or to substitute underlying mutual funds or portfolios of underlying mutual
funds, subject to any required regulatory approvals.


Values and benefits based on allocations to the Sub-accounts will vary with the investment performance of the
underlying mutual funds or fund portfolios, as applicable. We do not guarantee the investment results of any
Sub-account, nor is there any assurance that the Account Value allocated to the Sub-accounts will equal the
amounts allocated to the Sub-accounts as of any time other than the Valuation Period of such allocation. You
bear the entire investment risk.


We reserve the right to transfer assets of the Variable Separate Account, which we determine to be associated
with the class of contracts to which this Annuity belongs, to another Variable Separate Account. If this type of
transfer is made, the term "Variable Separate Account" as used in this Annuity, shall mean the Variable Separate
Account to which the assets were transferred.


Fixed Separate Account: In the Accumulation Period, assets supporting our obligations based on Fixed Allocations
are held in the Fixed Separate Account shown in the Schedule, which is a "non-unitized" separate account. Such
obligations are based on the interest rates we credit to Fixed Allocations and the terms of the Annuities. These
obligations do not depend on the investment performance of the assets in the Fixed Separate Account. This
separate account was established by us pursuant to Connecticut law.






MDLV/CRT(10/00)-09 9
There are no discrete units in the Fixed Separate Account. No party with rights under any annuity nor any group
contract owner participates in the investment gain or loss from assets belonging to the Fixed Separate Account.
Such gain or loss accrues solely to us. We retain the risk that the value of the assets in the Fixed Separate
Account may drop below the reserves and other liabilities we must maintain. Should the value of the assets in
the Fixed Separate Account drop below the reserve and other liabilities we must maintain in relation to the
annuities supported by such assets, we will transfer assets from our general account to the Fixed Separate
Account to make up the difference. We have the right to transfer to our general account any assets of the Fixed
Separate Account in excess of such reserves and other liabilities. We maintain assets in the Fixed Separate
Account supporting a number of annuities we offer.


If you surrender, withdraw or transfer Account Value from a Fixed Allocation before the end of its Guarantee
Period, you bear the risk inherent in the MVA. The Account Value of a Fixed Allocation is guaranteed to be its
then current Interim Value on its Maturity Date.


CHARGES





General: The charges which are or may be assessed against your Annuity are the contingent deferred sales charge,
the maintenance fee, tax charges and a transfer fee. Charges may also apply for any optional benefit provided by
rider or endorsement. The charge assessed against the Sub-accounts of the Variable Separate Account is the
insurance charge. A charge for taxes may also be assessed against the Sub-accounts.


Contingent Deferred Sales Charge: The contingent deferred sales charge is a percentage of the Purchase Payment
being liquidated. The charge decreases as the Annuity ages. The aging of the Annuity is measured from the Issue
Date . The charge is shown in the Schedule.


Maintenance Fee: This is an annual fee deducted at the end of each Annuity Year or on surrender, if earlier.
The amount of this charge is shown in the Schedule. The fee is limited to the Account Values in the Sub-accounts
as of the Valuation Period such fee is due.


Tax Charges: In several states a tax is payable, either when Purchase Payments are received, upon surrender or
when the Account Value is applied under an annuity option. We will deduct the amount of tax payable, if any,
from your Purchase Payments, Account Value or Surrender Value as applicable.


Transfer Fee: The transfer fee is as shown in the Schedule. However, the fee is only charged if there is
Account Value in at least one Sub-account immediately subsequent to such transfer. Renewals or transfers of
Account Value from a Fixed Allocation at the end of its Guarantee Period are not subject to the transfer fee and
are not counted in determining whether other transfers may be subject to the transfer fee.


Allocation Of Annuity Charges: Charges applicable to any type of withdrawal are taken from the investment
options in the same ratio as such a withdrawal is taken from the investment options. The transfer fee is assessed
against the Sub-accounts in which you maintain Account Value immediately subsequent to such transfer. The
transfer fee is allocated on a pro-rata basis in relation to the Account Values in such Sub-accounts as of the
Valuation Period for which we price the applicable transfer. No fee is assessed if there is no Account Value in
any Sub-account at such time. Tax charges are assessed against the entire Purchase Payment, Account Value or
Surrender Value as applicable. The maintenance fee is assessed against the Sub-accounts on a pro-rata basis in
relation to the Account Values in each Sub-account as of the Valuation Period for which we price the fee.


Insurance Charge: We charge an insurance charge against the daily total value of each Sub-account. We assess
this charge each day at the daily equivalent of the rate shown in the Schedule.






MDLV/CRT(10/00)-10 10


PARTICIPATION RIGHTS AND DESIGNATIONS


Participation Rights, Annuitant and Beneficiary Designations: You may exercise the rights, options and
privileges granted participants by the contract as shown in the Schedule or permitted by us. Your rights are
subject to the rights of any assignee recorded by us and of any irrevocably designated Beneficiary. Your rights
terminate as of the date the death benefit is payable. No rights of survivorship are provided except as provided
herein.


You make certain designations that apply to the Annuity. These designations are subject to our rules and to
various regulatory or statutory requirements depending on the use of the Annuity. These designations include a
participant, a contingent participant, an Annuitant, a Contingent Annuitant, a Beneficiary, and a contingent
Beneficiary. Certain designations are required, as indicated below. Such designations will be revocable unless
you indicate otherwise or we endorse your Annuity to indicate that such designation is irrevocable to meet
certain regulatory or statutory requirements.


A participant must be named. You may name more than one participant. If you do, all rights reserved to
participants are then held equally by all co-participants. We require the consent In Writing of all
co-participants for any transaction for which we require the written consent of participants. Where required by
law, we require the consent In Writing of the spouse of any person with a vested interest in an Annuity.





You may name a contingent participant. However, where allowed by law, this designation takes effect only on or
after the Annuity Date.


You must name an Annuitant. We do not accept a designation of joint Annuitants. If the Annuitant is not a
participant and the Annuitant predeceases any participant who is a natural person:


(a) The participant becomes the Annuitant if no Contingent Annuitant was designated; and


(b) If there are mulitple participants who are natural persons, the oldest of such participants
becomes the Annuitant if no Contingent Annuitant was designated.


Where allowed by law, you may name one or more Contingent Annuitants. If the Annuitant is not a participant and
the Annuitant dies before the Annuity Date, the Contingent Annuitant will become the Annuitant.


Death benefits are payable to the Beneficiary. You may designate more than one primary or contingent

Beneficiary. If you make such a designation, the proceeds are payable in equal shares to the survivors in the
appropriate Beneficiary class, unless you request otherwise In Writing.


Unless otherwise required by law, if the primary Beneficiary dies before death proceeds become payable, the
proceeds will become payable to the contingent Beneficiary. If no Beneficiary is alive when death proceeds
become payable or in the absence of any Beneficiary designation, the proceeds will vest in any surviving
participant. If there is no surviving participant, the proceeds will vest in your estate. For these purposes,
the term "surviving participant" includes any participant that is or is not a natural person.


Changing Revocable Designations: You may request to change the participant, contingent participant, Annuitant,
Contingent Annuitant, Beneficiary and contingent Beneficiary designations by sending us a request In Writing
unless you indicated that a prior choice was irrevocable or your Annuity has been endorsed to limit certain
changes.


Such changes will be subject to our acceptance. Some of the changes we may not accept include, but are not
limited to: (a) a new participant subsequent to the death of the participant or the first of any co-
participants to die, except where a spouse-Beneficiary has become the participant as a result of a participant's
death; (b) a new Annuitant subsequent to the Annuity Date if the annuity option selected includes a life
contingency; and (c) a new Annuitant prior to the Annuity Date if the Annuity is owned by an entity.





MDLV/CRT(10/00)-11 11
Common Disaster: If a participant is a natural person and if any Beneficiary dies with the participant in a
common disaster, it must be proved to our satisfaction that the participant died first. Unless information
provided indicates otherwise, the Annuity is treated as though the Beneficiary died first. If: (a) the
participant is not a natural person; (b) no Contingent Annuitant has been designated; and (c) the Annuitant and
the Beneficiary die in a common disaster, then it must be proved to our satisfaction that the Annuitant died
first. Unless provided otherwise, the proceeds are payable as if the Beneficiary died before the Annuitant.



PURCHASE PAYMENTS


Initial Purchase Payment: Issuance of an Annuity represents both our acceptance of an initial Purchase Payment
and enrollment of a participant. The amount of your initial Net Purchase Payment evidenced by this Annuity is
shown in the Schedule. Amounts are allocated to the investment options according to your instructions.


Additional Purchase Payments: The minimum for any additional Purchase Payment is as shown in the Schedule.
Additional Purchase Payments may be paid at any time during the Accumulation Period. Subject to the allocation
rules herein, amounts are allocated to the investment options according to your most recent instructions.


ACCOUNT VALUE AND SURRENDER VALUE


General: In the Accumulation Period your Annuity has an Account Value and a Surrender Value. Your total Account



Value is the sum of your Account Value in each Sub-account and each Fixed Allocation. Surrender Value is the
Account Value less any applicable contingent deferred sales charge, any applicable tax charge, any charges due
for optional benefits provided by rider or endorsement and any applicable maintenance fee.


Account Value in the Sub-accounts: We determine your Account Value separately for each Sub-account. To
determine the Account Value in each Sub-account we multiply the Unit Price as of the Valuation Period for which
the calculation is being made times the number of Units attributable to your Annuity in that Sub-account as of
that Valuation Period.


Units: The number of Units attributable to this Annuity in a Sub-account is the number of Units you purchased
less the number transferred or withdrawn. We determine the number of Units involved in any transaction specified
in dollars by dividing the dollar value of the transaction by the Unit Price of the affected Sub-account as of
the Valuation Period applicable to such transaction.


Unit Price: For each Sub-account the initial Unit Price was $10.00. The Unit Price for each subsequent period
is the net investment factor for that period, multiplied by the Unit Price for the immediately preceding
Valuation Period. The Unit Price for a Valuation Period applies to each day in the period.


Net Investment Factor: Each Sub-account has a net investment factor. The net investment factor is an index that
measures the investment performance of and charges assessed against a Sub-account from one Valuation Period to
the next.



The net investment factor for a Valuation Period is (a) divided by (b), less (c); where:


(a) is the net result of :


(1) the net asset value per share of the underlying mutual fund shares held by that
Sub-account at the end of the current Valuation Period plus the per share amount of
any dividend or capital gain distribution declared and unpaid by the underlying mutual
fund during that Valuation Period; plus or minus







MDLV/CRT(10/00)-12 12


(2) any per share charge or credit during the Valuation Period as a provision for taxes
attributable to the operation or maintenance of that Sub-account.



(b) is the net result of :


(1) the net asset value per share plus any declared and unpaid dividends per share of the
underlying mutual fund shares held in that Sub-account at the end of the preceding
Valuation Period; plus or minus


(2) any per share charge or credit during the preceding Valuation Period as a provision
for taxes attributable to the operation or maintenance of the Sub-account.


(c) is the insurance charge.


We value the assets in the Sub-accounts at their fair market value in accordance with accepted accounting
practices and applicable laws and regulations. The net investment factor may be greater than, equal to, or less
than one.


Account Value of the Fixed Allocations: We determine the Account Value of each Fixed Allocation separately. A
Fixed Allocation's Account Value as of a particular date is determined by multiplying its then current Interim



Value times the MVA.

A formula is used to determine the MVA. The formula is applied separately to each Fixed Allocation. Values and
time durations used in the formula are as of the date for which the Account Value is being determined. The
formula is: [ (1+I) /(1+J+0.0010)] N/365; where:


I is (a) plus (b); where:


(a) is the Strip Yield as of the date the Guarantee Period began (or if no Strip
Yields are available on such date, the most recent applicable Strip Yield
available to us prior to such date) for Strips maturing at the end of the
applicable Fixed Allocation's Guarantee Period. If there are no Strips
maturing at that time, we use the Strip Yield for the Strips maturing as soon
as possible after the Guarantee Period ends; and


(b) is the Option-adjusted Spread associated with the Merrill Lynch 1 to 10 year
Investment Grade Corporate Bond Index based on bond prices as of the close of
trading on the date the Guarantee Period began (or if no Option-adjusted
Spread is available on such date, the most recent applicable Option-adjusted

Spread available to us prior to such date).

J is (c) plus (d); where


(c) is the Strip Yield as of the date the MVA formula is to be applied (or if no
Strip Yields are available on such date, the most recent applicable Strip
Yield available to us prior to such date) for Strips maturing at the end of
the applicable Fixed Allocation's Guarantee Period. If there are no Strips
maturing at that time, we use the Strip Yield for the Strips maturing as soon
as possible after the Guarantee Period ends; and


(d) is the Option-adjusted Spread associated with the Merrill Lynch 1 to10 year
Investment Grade Corporate Bond Index based on bond prices as of the close of
trading on the date the MVA formula is to be applied (or if no Option-adjusted
Spread is available on such date, the most recent applicable Option-adjusted
Spread available to us prior to such date).


N is the number of days remaining in such Fixed Allocation's Guarantee Period.







MDLV/CRT(10/00)-13 13
No MVA applies:


(1) In determining a Fixed Allocation's Account Value on its Maturity Date or during the period
beginning 30 days prior to its Maturity Date;


(2) To periodic withdrawals from a Fixed Allocation that you schedule in advance with our consent
(we may limit the Guarantee Periods we make available for such a program);


(3) To periodic transfers from a Fixed Allocation that you schedule in advance with our consent (we
may limit the Guarantee Periods we make available for such a program); and


(4) To the death benefit.



If the United States Treasury discontinues offering any of the applicable certificates of indebtedness upon which
Strips are based or if there is any disruption in the market for Strips that would have an impact on our ability



to obtain market valuations for such instruments, we will substitute indexes which in our opinion are
comparable. If the Merrill Lynch 1 to 10 year Investment Grade Corporate Bond Index of Option-adjusted Spreads
is discontinued, or if there is any disruption in the market for investment grade bonds or options on such bonds
that would impact the ability to calculate the index, we will substitute a comparable index. If required for
subsitution of either or both indexes, we will obtain prior approval from the Securities and Exchange Commission
so long as required by law and any other required approvals.


ALLOCATION RULES


You may allocate your Account Value among the investment options we make available. The variable investment
options are Sub-accounts of the Variable Separate Account. The fixed investment options are the Guarantee
Periods we make available for Fixed Allocations. In the Accumulation Period, you may maintain Account Value in
up to twenty Sub-accounts. You may also maintain an unlimited number of Fixed Allocations; however, we reserve
the right to limit the amount you may allocate to any Fixed Allocation. Should you request a transaction that
would leave less than any minimum amount we then require in an investment option, we reserve the right, to the
extent permitted by law, to add the balance of your Account Value in the applicable Sub-account or Fixed
Allocation to the transaction and close out your balance in that investment option.


If you request automatic transfer programs, including, but not limited to any market timing or asset allocation
strategies provided by an independent third party, we direct all allocations while your Annuity is subject to
such an arrangement to the same investment options and in the same proportions as then required pursuant to the

applicable program, unless you provide us with other instructions. We no longer make any such directions
regarding allocations once we receive notice acceptable to us that your participation in any such investment
allocation program has ended.


Withdrawals of any type are taken pro-rata from the investment options based on the then current Account Values
in such investment options unless we receive other instructions from you prior to such withdrawal. If no
instructions are provided for determining the amounts to be taken from each investment option, then the Account
Value in all your then current Fixed Allocations is deemed to be in one investment option. If you transfer or
withdraw Account Value from multiple Fixed Allocations and do not provide instructions indicating the Fixed
Allocations from which Account Value should be taken: (a) we take Account Value first from the Fixed Allocation
with the shortest amount of time remaining to the end of its Guarantee Period, and then from the Fixed Allocation
with the next shortest amount of time remaining to the end of its Guarantee Period, etc.; and (b) if there are
multiple Fixed Allocations with the same amount of time left in each Guarantee Period, as between such Fixed
Allocations we first take Account Value from the Fixed Allocation that has the shorter Guarantee Period.






MDLV/CRT(10/00)-14 14
TRANSFERS


General: In the Accumulation Period you may transfer Account Value between investment options, subject to the
allocation rules herein. The amount we charge is shown in the Schedule. Renewals or transfers of Account Value
from a Fixed Allocation at the end of its Guarantee Period are not subject to the transfer charge and are not
counted in determining whether other transfers may be subject to the transfer charge. Your transfer request must
be In Writing unless we receive a prior written authorization from you permitting transfers based on instructions
we receive over the phone or via other means acceptable to us in our sole discretion.


We reserve the right to require two business days prior to any transfer into or out of a Fixed Allocation if the
amount transferred exceeds $500,000.


Where permitted by law, we may accept your authorization of a third party to transfer Account Values on your
behalf. We may suspend or cancel such acceptance at any time. We give you prior notification of any such
suspension or cancellation. We may restrict the investment options that will be available to you for transfers
or allocations of Net Purchase Payments during any period in which you authorize such third party to act on your
behalf. We give the third party you authorize prior notification of any such restrictions. However, we will not
enforce such a restriction if we are provided evidence satisfactory to us that: (a) such third party has been
appointed by a court of competent jurisdiction to act on your behalf; or (b) such third party has been appointed



by you to act on your behalf for all your financial affairs.

We reserve the right to limit the number of transfers in any Annuity Year for all existing or new participants in
order to preserve the tax status of your Annuity. We also reserve the right to limit the number of transfers in
any Annuity Year or to refuse any transfer request for a participant or certain participants if we believe that:
(a) excessive trading by such participant or participants or a specific transfer request or group of transfer
requests may have a detrimental effect on Unit Values or the share prices of the underlying mutual funds; or (b)
we are informed by one or more of the underlying mutual funds that the purchase or redemption of shares is to be
restricted because of excessive trading or a specific transfer or group of transfers is deemed to have a
detrimental effect on share prices of affected underlying mutual funds.


Maturity: A Fixed Allocation ends on its Maturity Date at the end of the Guarantee Period. You may elect to
start a new Fixed Allocation for a Guarantee Period of equal duration, if we are then making that duration
available. You also may transfer all or part of that Fixed Allocation's Account Value to start a different Fixed
Allocation or you may transfer such Account Value to one or more Sub-accounts, subject to our allocation rules.
We must receive instructions from you In Writing at least two business days before the Maturity Date. No MVA
applies to transfers of a Fixed Allocation's Account Value occurring as of its Maturity Date or thirty days prior
thereto. If we do not receive instructions from you at least two business days before the Maturity Date, we
allocate the Account Value in the maturing Fixed Allocation to the money market investment option, unless the
Maturity Date is the date we apply your Account Value to determine the annuity payments that begin on the Annuity
Date.


DISTRIBUTIONS


Surrender: Surrender of your Annuity for its Surrender Value is permitted during the Accumulation Period. A
contingent deferred sales charge, tax charges and the maintenance fee may apply to such surrender. You must send
your Annuity and surrender request In Writing to our Office.


Free Withdrawals: Each Annuity Year in the Accumulation Period you may withdraw a limited amount of Account
Value without application of any applicable contingent deferred sales charge. The minimum withdrawal amount and
the minimum Surrender Value after a withdrawal are shown in the Schedule.






MDLV/CRT(10/00)-15 15
The maximum amount available as a free withdrawal is an amount equal to 10% of all Purchase Payments each Annuity
Year. The contingent deferred sales charge applies to withdrawals exceeding the maximum free withdrawal amount.
Amounts withdrawn as free withdrawals are not treated as a withdrawal of Purchase Payments.


After the period during which the contingent deferred sales charge would apply to withdrawal of any Purchase
Payments, you may withdraw all or a portion of your Surrender Value without application of any contingent
deferred sales charge, subject to minimum withdrawal amount and the minimum Surrender Value after a withdrawal.
The period during which the contingent deferred sales charge applies is shown in the Schedule.


Partial Withdrawals: You may withdraw part of your Surrender Value. The minimum withdrawal amount and the
minimum Surrender Value after a withdrawal are shown in the Schedule. If the amount of the partial withdrawal
request exceeds the maximum amount available, we reserve the right to treat your request as one for a full
surrender.


For a partial withdrawal that occurs while the contingent deferred sales charge applies, that charge is assessed
against any Purchase Payments withdrawn. In order to determine whether the contingent deferred sales charge
applies to withdrawals during this period, amounts are deemed to be withdrawn from your Annuity in the following
order:


(a) From any amount then available as a free withdrawal; then from


(b) Purchase Payments; then from





(c) Any other Account Value.

Minimum Distributions: You may elect to have us calculate Minimum Distributions annually if your Annuity is
being used for certain qualified purposes under the Internal Revenue Code. We calculate such amounts assuming
the Minimum Distribution amount is based solely on the value of your Annuity. The Minimum Distribution amounts
applicable to you may depend on other annuities, savings or investments of which we are unaware. You may elect
to have the Minimum Distribution paid out monthly, quarterly, semi-annually or annually.


Each Minimum Distribution will be taken from the investment options you select. However, the portion of any
Minimum Distribution that can be taken from any Fixed Allocations may not exceed the then current ratio between
your Account Value in all Fixed Allocations you maintain and your total Account Value. No MVA applies to any
portion of Minimum Distributions taken from Fixed Allocations.


No contingent deferred sales charge is assessed against amounts withdrawn as part of a program designed to
distribute Minimum Distributions over your life or life expectancy, but only to the extent of the Minimum
Distribution required from your Annuity at the time it is taken. The contingent deferred sales charge may apply
to additional amounts withdrawn to meet minimum distribution requirements in relation to other retirement
programs you may maintain.


Amounts withdrawn as Minimum Distributions are considered to come first from the amounts available as a free
withdrawal as of the date of the yearly calculation of the Minimum Distribution amount. Minimum Distributions
over that amount to meet the requirements based on your Annuity are not deemed to be a liquidation of Purchase
Payments.






MDLV/CRT(10/00)-16 16
Death Benefit: In the Accumulation Period, a death benefit is payable. If there is more than one participant,
such participants being natural persons, the death benefit is payable upon the first death of such participants.
If the Annuity is owned by an entity, the death benefit is payable upon the Annuitant's death, if there is no
Contingent Annuitant. If a Contingent Annuitant was designated before the Annuitant's death and the Annuitant
dies, the Contingent Annuitant then becomes the Annuitant.


In the Payout Period, we distribute any payments due subsequent to a participant's death at least as rapidly as
under the method of distribution in effect as of the date of such participant's death. If the Annuitant is not a
participant and the Annuitant dies before the Annuity Date, the Contingent Annuitant will become the Annuitant.
In the Payout Period, subsequent to the death of the Annuitant, we continue to pay any "certain" payments
(payments not contingent on the continuance of any life) to the Beneficiary.


The person upon whose death the death benefit is payable is referred to below as the "decedent". For purposes of
this death benefit provision, "withdrawals" means withdrawals of any type (including free withdrawals, partial
withdrawals, charges for optional benefits, Minimum Distributions) before assessment of any applicable contingent
deferred sales charge and after any applicable MVA. For purposes of this provision, persons named participant or
Annuitant within 60 days of the Issue Date are treated as if they were a participant or Annuitant on the Issue
Date.


The death benefit is as follows, and is subject to the conditions described in (1) and(2) below:


(1) The death benefit is the greater of (a) or (b), where:


(a) is your Account Value in any Sub-accounts plus the Interim Value of any Fixed
Allocations; and


(b) is the minimum death benefit ("Minimum Death Benefit"). The Minimum Death Benefit is
the sum of all Purchase Payments reduced proportionately by the amount of any
withdrawals. Each withdrawal reduces the Purchase Payments by the same ratio as the
amount of the withdrawal to the Account Value prior to the withdrawal.





(2) If a decedent was not named a participant or Annuitant as of the Issue Date and did not become
such as a result of a prior participant's or Annuitant's death, the Minimum Death Benefit is
suspended as to that person for a two year period from the date he or she first became a
participant or Annuitant. After the suspension period is completed, the death benefit is the
same as if such person had been a participant or Annuitant on the Issue Date. During the
suspension period, the death benefit is your Account Value in Sub-accounts plus the Interim
Value of any Fixed Allocations.


The amount of the death benefit is determined as of the date we receive In Writing due proof of death. It is
reduced by any annuity payments made prior to the date we receive In Writing due proof of death. As of that
date we transfer all amounts due each Beneficiary to the money market sub-account unless we have all instructions
required to the pay the amount due.


In order to pay a Beneficiary the amount due, we require: (a) all representations we require or which are
mandated by applicable law or regulation in relation to the death claim and the payment of death proceeds; and
(b) any applicable election of the mode of payment of the death benefit, if not previously elected by the
participant.


In the event of death during the Accumulation Period, the benefit must be distributed within (a) five years of
the date of death; or (b) over a period not extending beyond the life expectancy of the Beneficiary or over the
life of the Beneficiary. Distribution after a decedent's death to be paid under (b) above, must commence within
one year of the date of death. Except as noted below in the spousal continuation provision, we assume that the
death benefit is to be paid out under (a), above, unless we receive a different election.





MDLV/CRT(10/00)-17 17
Spousal Continuation: There are two situations where the Annuity may continue subsequent to a death during the
Accumulation Period such that we may increase your Account Value. These situations are:


(a) When a spouse who is the sole Beneficiary continues the Annuity; and


(b) When the Annuity is not owned by a natural person and the contingent Annuitant is the spouse of
the decedent.


Any increase then due is the addition to the Account Value that would be payable if the death benefit were to be
paid out as a lump sum. This increase is added as of the date we receive due proof of death of the decedent and
evidence In Writing we may require of the spousal relationship as of the date of death.


We assume a spouse who is the sole Beneficiary elects to continue the Annuity unless we receive instructions to
pay the death benefit.


Applicability of any Minimum Death Benefit subsequently depends on whether, as of the date the Annuity is
continued by a spouse Beneficiary or a spouse contingent Annuitant becomes the Annuitant as described above, such
spouse is then of an age to be eligible for such Minimum Death Benefit. We subsequently calculate the Minimum
Death Benefit:


(a) using the Account Value, including any increase, as of the date the death benefit would have
otherwise been payable as if it were a Purchase Payment; and


(b) we ignore all Purchase Payments, withdrawals and values applicable to such death benefit that
occurred before such date.


Annuity Payments: Annuity payments can be guaranteed for life, for a certain period, or for a certain period and
life. We make available fixed payments. You may choose an Annuity Date, an annuity option and the frequency of
annuity payments. Your choice of Annuity Date and annuity option may be limited depending on your use of the
Annuity.


You may change your choices at any time up to 30 days before the earlier of: (a) the date we would have applied



your Account Value to an annuity option had you not made the change; or (b) the date we will apply your Account
Value to an annuity option in relation to the new Annuity Date you are then selecting. You must request this
change In Writing. The Annuity Date must be the first or the fifteenth day of a calendar month. We may require
the Annuity Date be not less than one year after the Issue Date.


In the absence of an election In Writing: (a) the Annuity Date is the first day of the calendar month first
following the later of the Annuitant's 85th birthday or the fifth anniversary of our receipt at our Office of
your request to purchase an Annuity; and (b) where allowed by law, monthly payments will commence under option 2,
described below, with 10 years certain. In determining your annuity payments, we credit interest using our then
current crediting rate for this purpose, which is not less than 3% of interest per year, to your Account Value
between the date Account Value is applied to an annuity option and the Annuity Date. If there is any remaining
contingent deferred sales charge applicable as of the Annuity Date, then the annuity option you select must
include a certain period of not less than 5 years duration. Annuity options in addition to those shown are
available with our consent.


You may elect to have any amount of the proceeds due to the Beneficiary applied under any of the options
described below or any other options we then make available. Except where a lower amount is required by law, the
minimum monthly annuity payment is as shown in the Schedule. In the absence of an election prior to the proceeds
becoming due, the Beneficiary may make such an election. However, if you made an election, the Beneficiary may
not alter such election. Such election must be made In Writing within one year after proceeds are payable.






MDLV/CRT(10/00)-18 18
For purposes of the annuity options described below, the term "key life" means the person or persons upon whose
life any payments dependent upon the continuation of life are based.


(a) Option 1 - Payments for Life: Under this option, income is payable periodically prior to the
death of the key life, terminating with the last payment due prior to such death.


(b) Option 2 - Payments for Life with 10, 15, or 20 Years Certain: Under this option, income is
payable periodically for 10, 15, or 20 years, as selected, and thereafter until the death of the key life.
Should the death of the key life occur before the end of the period selected, the remaining payments are paid to
the Beneficiary to the end of such period.


(c) Option 3 - Payments Based on Joint Lives: Under this option, income is payable periodically
during the joint lifetime of two key lives, and thereafter during the remaining lifetime of the survivor, ceasing
with the last payment prior to the survivor's death.


(d) Option 4 - Payments for a Certain Period: Under this option, income is payable periodically
for a specified number of years. The number of years is subject to our then current rules. Should the payee die
before the end of the specified number of years, the remaining payments are paid to the Beneficiary to the end of
such period.


The first periodic payment is determined by multiplying the portion of the Account Value being allocated to
purchase annuity payments (expressed in thousands of dollars), plus interest at not less than 3% per year from
the date the Account Value is applied to the annuity option to the Annuity Date, by the amount of the first
periodic payment per $1,000 of value obtained from our annuity rates for that type of annuity and for the
frequency of payment selected. These rates will not be less than those shown in the Annuity Tables shown herein.


We reserve the right to require submission prior to commencement of any annuity payments of evidence satisfactory
to us of the age of any key life upon whose life payment amounts are calculated.


Pricing Of Transfers And Distributions: Subject to our right to defer transactions for a limited period, we
"price" transfers and distributions on the dates indicated below. The pricing of transfers and distributions
involving Sub-accounts includes the determination of the applicable Unit Price, for the Units transferred or
distributed. The pricing of transfers and distributions involving Fixed Allocations includes the determination
of any applicable MVA. Any applicable MVA alters the amount available when all the Account Value in a Fixed



Allocation is being transferred or distributed. Any applicable MVA alters the amount of Interim Value needed
when only a portion of the Account Value is being transferred or distributed. Unit Prices may change each
Valuation Period to reflect the investment performance of the Sub-accounts. The MVA may change daily to reflect
the passage of time and the change in the applicable index.


(a) We price "scheduled" transfers and distributions as of the date such transactions are so
scheduled. "Scheduled" transactions include transfers previously scheduled with us, including, but not limited
to, periodic payments of Minimum Distributions and annuity payments.


(b) We price "unscheduled" transfers, including transfers under an automatic transfer program that
were not scheduled with us, partial withdrawals and free withdrawals as of the date we receive In Writing at our
Office the request for such transactions.


(c) We price any distribution subject to provisions of due proof as of the date we receive at our
Office all materials we require for such transactions and such materials are satisfactory to us.






MDLV/CRT(10/00)-19 19
GENERAL PROVISIONS


Entire Contract: The contract shown in the Schedule, including any attached riders or endorsements, the attached
copy of any enrollment form and any supplemental applications and endorsements are the entire contract. As to
your Annuity, the contract also includes the copy of any enrollment form attached to your Annuity. All
statements made in any application and/or any enrollment form are deemed to be representations and not
warranties. No statement is used to void the contract or an Annuity or defend against a claim unless it is
contained in any application or any supplemental application or any enrollment form.


Only our President, a Vice President or Secretary may change or waive any provisions of the contract or of any

Annuity. Any change or waiver must be In Writing. We are not bound by any promises or representations made by
or to any other person.


Misstatement of Age or Sex: If there has been a misstatement of the age and/or sex of any person upon whose life
annuity payments, the minimum death benefit or any increase to Account Value under the Spousal Continuation
provision are based, we make adjustments to conform to the facts. As to annuity payments: (a) any underpayments
by us will be remedied on the next payment following correction; and (b) any overpayments by us will be charged
against future amounts payable by us under your Annuity.


Transfers, Assignments or Pledges: Generally, your rights in an Annuity may be transferred, assigned or pledged
for loans at any time. However, these rights may be limited depending on your use of the Annuity. You may
transfer, assign or pledge your rights to another person at any time, prior to any death upon which the death
benefit is payable. You must request a transfer or provide us a copy of the assignment In Writing. A transfer
or assignment is subject to our acceptance. Prior to receipt of this notice, we will not be deemed to know of or
be obligated under any assignment prior to our receipt and acceptance thereof. We assume no responsibility for
the validity or sufficiency of any assignment. During any period we consider your Annuity subject to an
assignment, the rights of any revocable Beneficiary are subordinate to those of any assignee. There may be
income tax consequences of transfers, assignments or pledges.


Nonparticipation: The contract does not share in our profits or surplus earnings.


Deferral of Transactions: We may defer any annuity payment for a period not to exceed the lesser of 6 months or
the period permitted by law. If we defer a distribution or transfer from any Fixed Allocation or any fixed
annuity payout for more than thirty days, we pay interest of at least 3% per year on the amount deferred. We may
defer any distribution from any Sub-account or any transfer from a Sub-account for a period not to exceed 7
calendar days from the date the transaction is effected. Any other deferral period begins on the date such
distribution or transfer would otherwise have been transacted.


All transactions into, out of or based on any Sub-account may be postponed whenever (1) the New York Stock



Exchange is closed (other than customary holidays or weekends) or trading on the New York Stock Exchange is
restricted as determined by the SEC; (2) the SEC permits postponement and so orders; or (3) the SEC determines
that an emergency exists making valuation or disposal of securities not reasonably practical.


Elections, Designations, Changes and Requests: All elections, designations, changes and requests must be In
Writing and are effective only after they have been approved by us, subject to any transactions made by us before
receipt of such notices. We inform you of any changes to the contract shown in the Schedule that materially
affect your rights. We reserve the right to require that this Annuity be returned to our Office for endorsement
of any change to such contract or any change affecting only this Annuity.


Claims of Creditors: To the extent permitted by law, no payment under the contract shown in the Schedule or any
Annuity thereunder is subject to the claims of the creditors of the Owner, you or any other participant,
Annuitant or Beneficiary.






MDLV/CRT(10/00)-20 20
Proof of Survival: The payment of any annuity is subject to evidence satisfactory to us that the payee is alive
on the date such payment is otherwise due.


Tax Reporting: We intend to make all required regulatory reports regarding taxable events in relation to this
Annuity. Such events may include, but are not limited to: (a) annuity payments; (b) payment of death benefits;
(c) other distributions from the Annuity; and (d) assignments.


Facility of Payment: We reserve the right, in settlement of full liability, to make payments to a guardian,
conservator or other legal representative if a payee is legally incompetent.


Participation and Termination of Certain Programs We May Offer: To elect to participate or to terminate
participation in any program we may offer, we may require receipt at our Office of a request In Writing on a form
satisfactory to us.


Reports to You: We provide reports to you during the Accumulation Period. We will provide you with reports at
least once each quarter that you maintain Account Values in the Sub-accounts. We will provide you with reports
once a year if you maintain Account Value only in one or more Fixed Allocations. You may request additional
reports. We reserve the right to charge up to $50 for each such additional report.


Reserved Rights: In addition to rights specifically reserved elsewhere in this Annuity, we reserve the right to
any or all of the following: (a) combine a Sub-account with other Sub-accounts; (b) combine the Variable
Separate Account shown in the Schedule with other "unitized" separate accounts; (c) terminate offering certain
Guarantee Periods for new or renewing Fixed Allocations; (d) combine the Fixed Separate Account shown in the
Schedule with other "non-unitized separate accounts; (e) deregister the Variable Separate Account shown in the
Schedule under the Investment Company Act of 1940; (f) operate the Variable Separate Account shown in the
Schedule as a management investment company under the Investment Company Act of 1940 or in any other form
permitted by law; (g) make changes required by any change in the Securities Act of 1933, the Exchange Act of 1934
or the Investment Company Act of 1940; (h) make changes that are necessary to maintain the tax status of your
Annuity, any rider, amendment or endorsement attached hereto or any charge or distribution from your Annuity
under the Internal Revenue Code; and (i) make changes required by any change in other Federal or state laws
relating to retirement annuities or annuity contracts.


We may eliminate Sub-accounts, or substitute one or more new underlying mutual funds or portfolios for the one in
which a Sub-account is invested. Substitutions may be necessary if we believe an underlying mutual fund or
portfolio no longer suits the purpose of the Annuity. This may happen due to a change in laws or regulations, or
a change in the investment objectives or restrictions of an underlying mutual fund or portfolio, or because the
underlying mutual fund or portfolio is no longer available for investment, or for some other reason. We would
obtain prior approval from the insurance department of our state of domicile, if so required by law, before
making such a substitution, deletion or addition. We also would obtain prior approval from the SEC so long as
required by law, and any other required approvals before making such a substitution, deletion or addition.





ANNUITY TABLES

The attached tables show the minimum dollar amount of each monthly payment for each $1,000 applied under the
options. The amounts payable when annuity payments commence may be higher, based on our then current assumptions
as to interest, expenses and mortality, but will not be lower.


Under options one and two, the amount of each payment depends on the age and sex, if applicable, of the payee at
the time the first payment is due. Under option three, the amount of each payment depends on the age and sex, if
applicable, of both payees at the time the first payment is due. No election can be changed once payments begin.






MDLV/CRT(10/00)-21 21
The tables shown are based on interest at 3% per year compounded annually and the a2000 Individual Annuity
Mortality Table or the appropriate variation of such Table with genderless rates when applicable to the Annuity
in order to meet Federal requirements in relation to the usage of such Annuity.


The payee's settlement age is the payee's age, last birthday, on the date of the first payment, minus the age
adjustment. The age adjustments are shown below. They are based on the date of the first payment. The age
adjustment does not exceed the age of the payee.




Annuitization Attained Age
Year Set Back
2001 - 2009 1
2010 - 2019 2
2020 and later 3


Amount of Monthly Payment For Each $1,000 Applied
(Based on 3% Annual Interest Rate)


First and Second Options - Single Life Annuities with:


Male Payee with Female Payee with
Monthly Payments Guaranteed Monthly Payments Guaranteed
--------------------------- ---------------------------
None 120 180 240 None 120 180 240
Age $ $ $ $ $ $ $ $
---
50 4.08 4.05 4.01 3.95 3.83 3.81 3.79 3.76
55 4.47 4.41 4.34 4.24 4.15 4.13 4.09 4.03
60 4.98 4.88 4.75 4.56 4.59 4.54 4.47 4.35
65 5.69 5.49 5.23 4.88 5.18 5.07 4.93 4.71
70 6.67 6.23 5.73 5.17 6.01 5.78 5.47 5.05
75 8.03 7.08 6.20 5.36 7.23 6.67 6.03 5.31
80 9.92 7.95 6.55 5.46 9.03 7.67 6.47 5.45


Third Option - Joint and Last Survivor Annuity


Age of Female Payee
-------------------
Age of 35 40 45 50 55 60 65 70 75 80
Male Payee $ $ $ $ $ $ $ $ $ $
----------
50 3.16 3.27 3.40 3.53 3.65 3.76 3.86 3.93 3.99 4.02
55 3.18 3.30 3.45 3.61 3.78 3.94 4.08 4.21 4.30 4.37
60 3.19 3.33 3.49 3.68 3.88 4.10 4.32 4.52 4.68 4.80



65 3.20 3.34 3.52 3.73 3.97 4.25 4.55 4.84 5.11 5.33
70 3.21 3.36 3.54 3.76 4.04 4.36 4.74 5.16 5.57 5.94
75 3.21 3.36 3.55 3.79 4.08 4.45 4.90 5.43 6.02 6.61
80 3.21 3.37 3.56 3.80 4.11 4.50 5.01 5.64 6.41 7.26



Fourth Option - Payments for a Designated Period


Amount of Amount of Amount of Amount of
No. of Monthly No. of Monthly No. of Monthly No. of Monthly
Years Payments Years Payments Years Payments Years Payments
----- -------- ----- -------- ----- -------- ----- --------
10 9.61 16 6.53 22 5.15 28 4.37
11 8.86 17 6.23 23 4.99 29 4.27
12 8.24 18 5.96 24 4.84 30 4.18
13 7.71 19 5.73 25 4.71
14 7.26 20 5.51 26 4.59
15 6.87 21 5.32 27 4.47










MDLV/CRT(10/00)-22 22
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION


Shelton, Connecticut


(A Stock Company)

































GROUP DEFERRED ANNUITY
NON-PARTICIPATING
VARIABLE AND FIXED INVESTMENT OPTIONS IN THE ACCUMULATION PERIOD


IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES PROVIDED UNDER THE VARIABLE INVESTMENT OPTIONS ARE BASED ON
THEIR INVESTMENT PERFORMANCE AND ARE, THEREFORE, NOT GUARANTEED. PLEASE REFER TO THE SECTION ENTITLED "ACCOUNT
VALUE IN THE SUB-ACCOUNTS" FOR A MORE COMPLETE EXPLANATION.


IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES PROVIDED UNDER THE FIXED INVESTMENT OPTIONS MAY BE SUBJECT TO
A MARKET VALUE ADJUSTMENT. SUCH A MARKET VALUE ADJUSTMENT MAY INCREASE OR DECREASE ANY SUCH PAYMENTS OR VALUES.
PLEASE REFER TO THE SECTION ENTITLED "ACCOUNT VALUE OF THE FIXED ALLOCATIONS" FOR A MORE COMPLETE EXPLANATION.





MDLV/VAIND(10/00)-01
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
ONE CORPORATE DRIVE
P.O. BOX 883
SHELTON, CONNECTICUT 06484


(A Stock Company)



Unless you direct otherwise, we pay the named Annuitant, on the Annuity Date, the first of a series of annuity
payments, the frequency, period, and dollar amounts of which are determined in accordance with the terms and
conditions of the annuity option selected, provided that both you and the Annuitant are then living.


The death benefit is payable to the Beneficiary. This contract (the "Annuity") is issued in consideration of any
application, a copy of which may be attached to and made a part of this Annuity, and payment of the initial
Purchase Payment. The Annuity is subject to the laws of the jurisdiction where it is issued for delivery.


RIGHT TO CANCEL


You may return this Annuity to our Office or to the representative who solicited its purchase for a refund within
ten days after you receive it or longer if required by applicable law or regulation. The amount of the refund
will equal not less than the Account Value as of the date we receive the cancellation request plus any tax charge
deducted. You bear the investment risk during this period. However, if required by applicable law or
regulation, the amount we refund is the greater of; (1) the Purchase Payment and (2) the current Account Value of
the Annuity plus any tax charge deducted. If under applicable law we are required to return not less than the
Purchase Payment, we may elect to allocate your Account Value to a money-market investment option during the
period this Right to Cancel provision applies to your Annuity.


Signed for American Skandia Life Assurance Corporation:







President






INDIVIDUAL DEFERRED ANNUITY
NON-PARTICIPATING
VARIABLE INVESTMENT OPTIONS IN THE ACCUMULATION PERIOD


IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES ARE BASED ON THEIR INVESTMENT PERFORMANCE AND ARE, THEREFORE,
NOT GUARANTEED. PLEASE REFER TO THE SECTION ENTITLED "ACCOUNT VALUE IN THE SUB-ACCOUNTS" FOR A MORE COMPLETE
EXPLANATION.









MDLV/VAIND(10/00)-02 2
TABLE OF CONTENTS






DEFINITIONS 4
INVESTMENT OF ACCOUNT VALUE..............................................................................5
OPERATIONS OF THE SEPARATE ACCOUNTS......................................................................5
CHARGES ..........................................................................................6
YOUR RIGHTS, OWNERSHIP, AND DESIGNATIONS.................................................................6
PURCHASE PAYMENTS........................................................................................8
ACCOUNT VALUE AND SURRENDER VALUE........................................................................8
ALLOCATION RULES.........................................................................................9
TRANSFERS 9
DISTRIBUTIONS 10
GENERAL PROVISIONS......................................................................................14
ANNUITY TABLES 15





































A copy of any application form and any riders, amendments and endorsements are attached.








MDLV/VAIND (10/00)-03 3
SCHEDULE





ANNUITY NUMBER: 001-00001 ISSUE DATE: FEBRUARY 1, 2001


TYPE OF BUSINESS: NON-QUALIFIED


OWNER: JOHN DOE
DATE OF BIRTH: OCTOBER 21, 1940 SEX: MALE


OWNER: MARY DOE
DATE OF BIRTH: OCTOBER 15, 1940 SEX: FEMALE





ANNUITANT: JOHN DOE


ANNUITANT'S DATE OF BIRTH: OCTOBER 21,1940 ANNUITANT'S SEX: MALE


ANNUITY DATE: FEBRUARY 01, 2025


CONTINGENT ANNUITANT: AS NAMED IN ANY APPLICATION FORM OR LATER CHANGED


BENEFICIARY: AS NAMED IN ANY APPLICATION FORM OR LATER CHANGED OR, IF NOT NAMED, UNDER THE TERMS OF THIS ANNUITY


PURCHASE PAYMENT: $10,000 NET PURCHASE PAYMENT: $10,000


MINIMUM ADDITIONAL PURCHASE PAYMENT $100


MINIMUM WITHDRAWAL AMOUNT: $100


MINIMUM SURRENDER VALUE AFTER WITHDRAWAL: $1,000


MINIMUM ANNUITY PAYMENT: $100 PER MONTH


CONTINGENT DEFERRED SALES CHARGE:


LENGTH OF TIME PERCENTAGE OF PURCHASE
SINCE THE ISSUE DATE PAYMENTS BEING LIQUIDATED


0-1 year 8.5%
1-2 years 8.0%
2-3 years 7.0%
3-4 years 6.0%
4+ years 0%





TRANSFER FEE: $15 PER TRANSFER AFTER THE EIGHTH IN ANY ANNUITY YEAR


MAINTENANCE FEE: LESSER OF $35 OR 2% OF ACCOUNT VALUE, BUT ONLY IF THE ACCOUNT VALUE AT THE TIME THE FEE IS DUE
IS LESS THAN $100,000


INSURANCE CHARGE: 1.40%


SEPARATE ACCOUNT: AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B - CLASS 1 SUB-ACCOUNTS






OFFICE: AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
ONE CORPORATE DRIVE
P.O. BOX 883
SHELTON. CONNECTICUT 06484
Telephone: 1-800-752-6342

www.AmericanSkandia.com







MDLV/VAIND(10/00)-04 4


DEFINITIONS


Account Value: The value of each allocation to a Sub-account prior to the Annuity Date, plus any earnings and/or
less any losses, distributions, and charges thereon, before assessment of any applicable contingent deferred
sales charge and/or any applicable maintenance fee. Account Value is determined separately for each Sub-account,
and then totaled to determine Account Value for your entire Annuity.


Accumulation Period: The period of time from the Issue Date through the day preceding the Annuity Date.


Annuitant: Annuity payments are based upon this person's life.


Annuity Date: The date on which annuity payments are to commence.


Annuity Years: Continuous 12 month periods commencing on the Issue Date and each anniversary of the Issue Date.


Beneficiary: The person designated as the recipient of the death benefit.


Contingent Annuitant: The person named to become the Annuitant on the Annuitant's death prior to the Annuity
Date.


In Writing: In a written form that is satisfactory to us and filed at our Office. In lieu of such a written
communication, we, at our sole discretion, may agree in advance to communication regarding a specific matter by
telephone or by some other form of electronic transmission in a manner we accept.


Issue Date: The effective date of this Annuity.


Minimum Distributions: Minimum amounts that must be distributed each year in relation to certain qualified plans
under the Internal Revenue Code.


Net Purchase Payment: A Purchase Payment less any applicable charge for taxes.


Office: The location shown in the Schedule where all requests regarding this Annuity are to be sent.


Owner: The person or entity shown as Owner in the Schedule unless later changed.


Payout Period: The period starting on the Annuity Date during which the annuity is paid.


Purchase Payment: A cash consideration you give to us for the rights, privileges and benefits outlined in this
Annuity.


Sub-account: A division of the Separate Account shown in the Schedule. We use Sub-accounts to calculate
variable benefits under this Annuity.


Surrender Value: The value of your Annuity available upon surrender prior to the Annuity Date. It equals the



Account Value as of the date we price the surrender less any applicable contingent deferred sales charge, any
applicable tax charges, any charges due for any optional benefits provided by rider or endorsement and any
applicable maintenance fee.


Unit: A measure used to calculate your Account Value in a Sub-account prior to the Annuity Date.






MDLV/VAIND(10/00)-05 5
Unit Price: Unit Price is used for calculating (a) the number of Units allocated to a Sub-account, and (b) the
value of transactions into or out of a Sub-account or benefits based on Account Value in a Sub-account prior to
the Annuity Date. Each Sub-account has its own Unit Price which will vary each Valuation Period to reflect the
investment experience of that Sub-account.


Valuation Day: Every day the New York Stock Exchange is open for trading or any other day that the Securities
and Exchange Commission requires mutual funds or unit investment trusts to be valued.


Valuation Period: The period of time between the close of business of the New York Stock Exchange on successive
Valuation Days.


Separate Account: The separate account shown in the Schedule used in relation to Sub-accounts.


we, us, our: American Skandia Life Assurance Corporation.


you, your: The Owner shown in the Schedule.



INVESTMENT OF ACCOUNT VALUE


In the Accumulation Period we offer a range of Sub-accounts as ways to invest your Account Value. You may
maintain Account Value in multiple Sub-accounts, subject to the limits set out in the Allocation Rules section of
this Annuity. You may transfer Account Value between Sub-accounts, subject to the requirements set out in the
Transfers section of this Annuity. Transfers may be subject to a fee.


OPERATIONS OF THE SEPARATE ACCOUNTS


In the Accumulation Period the assets supporting obligations based on allocations to the Sub-accounts are held in
the Separate Account shown in the Schedule. This Separate Account consists of multiple Sub-accounts. This
Separate Account was established by us pursuant to Connecticut law. This Separate Account also holds assets of
other annuities issued by us with values and benefits that vary according to the investment performance of this
Separate Account.


We are the legal owner of assets in the Separate Account. Income, gains and losses, whether or not realized,
from assets allocated to the Separate Account, are credited to or charged against the Separate Account in
accordance with the terms of the annuities supported by such assets without regard to our other income, gains or
losses or to the income, gains or losses in any other of our separate accounts. We will maintain assets in the
Separate Account with a total market value at least equal to the reserve and other liabilities we must maintain
in relation to the annuity obligations supported by such assets. These assets may only be charged with
liabilities which arise from such annuities.


The amount of our obligations in relation to allocations to the Sub-accounts are based on the investment
performance of such Sub-accounts. However, the obligations themselves are our general corporate obligations.


The Separate Account is registered with the Securities and Exchange Commission ("SEC") under the Investment
Company Act of 1940 (the "1940 Act") as a unit investment trust, which is a type of investment company. This
does not involve any supervision by the SEC of the investment policies, management or practices of the Separate
Account.





Sub-accounts are permitted to invest in underlying mutual funds or portfolios that we consider suitable. We also
reserve the right to change the investment policy of any or all Sub-accounts, add Sub-accounts, eliminate
Sub-accounts, combine Sub-accounts, or to substitute underlying mutual funds or portfolios of underlying mutual
funds, subject to any required regulatory approvals.






MDLV/VAIND(10/00)-6 6

Values and benefits based on allocations to the Sub-accounts will vary with the investment performance of the
underlying mutual funds or fund portfolios, as applicable. We do not guarantee the investment results of any
Sub-account, nor is there any assurance that the Account Value allocated to the Sub-accounts will equal the
amounts allocated to the Sub-accounts as of any time other than the Valuation Period of such allocation. You
bear the entire investment risk.


We reserve the right to transfer assets of the Separate Account, which we determine to be associated with the
class of contracts to which this Annuity belongs, to another separate account. If this type of transfer is made,
the term "Separate Account" as used in this Annuity, shall mean the Separate Account to which the assets were
transferred.


CHARGES


General: The charges which are or may be assessed against your Annuity are the contingent deferred sales charge,
the maintenance fee, tax charges and a transfer fee. Charges may also apply for any optional benefit provided by
rider or endorsement. The charge assessed against the Sub-accounts of the Separate Account is the insurance
charge. A charge for taxes may also be assessed against the Sub-accounts.


Contingent Deferred Sales Charge: The contingent deferred sales charge is a percentage of the Purchase Payment
being liquidated. The charge decreases as the Annuity ages. The aging of the Annuity is measured from the Issue
Date . The charge is shown in the Schedule.


Maintenance Fee: This is an annual fee deducted at the end of each Annuity Year or on surrender, if earlier.
The amount of this charge is shown in the Schedule.


Tax Charges: In several states a tax is payable, either when Purchase Payments are received, upon surrender or
when the Account Value is applied under an annuity option. We will deduct the amount of tax payable, if any,
from your Purchase Payments, Account Value or Surrender Value as applicable.


Transfer Fee: The transfer fee is as shown in the Schedule.


Allocation Of Annuity Charges: Charges applicable to any type of withdrawal are taken from the Sub-accounts in
the same ratio as such a withdrawal is taken from the Sub-accounts. The transfer fee is assessed against the
Sub-accounts in which you maintain Account Value immediately subsequent to such transfer. The transfer fee is
allocated on a pro-rata basis in relation to the Account Values in such Sub-accounts as of the Valuation Period
for which we price the applicable transfer. Tax charges are assessed against the entire Purchase Payment,
Account Value or Surrender Value as applicable. The maintenance fee is assessed against the Sub-accounts on a
pro-rata basis in relation to the Account Values in each Sub-account as of the Valuation Period for which we
price the fee.


Insurance Charge: We charge an insurance charge against the daily total value of each Sub-account. We assess
this charge each day at the daily equivalent of the rate shown in the Schedule.



YOUR RIGHTS, OWNERSHIP, AND DESIGNATIONS


YOUR RIGHTS, OWNERSHIP, AND DESIGNATIONS: You may exercise the rights, options and privileges granted in this
Annuity or permitted by us. Your rights are subject to the rights of any assignee recorded by us and of any
irrevocably designated Beneficiary. Your rights terminate as of the date the death benefit is payable. No
rights of survivorship are provided except as provided herein.









MDLV/VAIND(10/00)-7 7
You make certain designations that apply to the Annuity. These designations are subject to our rules and to
various regulatory or statutory requirements depending on the use of the Annuity. These designations include an
Owner, a contingent Owner, an Annuitant, a Contingent Annuitant, a Beneficiary, and a contingent Beneficiary.
Certain designations are required, as indicated below. Such designations will be revocable unless you indicate
otherwise or we endorse your Annuity to indicate that such designation is irrevocable to meet certain regulatory
or statutory requirements.


An Owner must be named. You may name more than one Owner. If you do, all rights reserved to Owners are then
held equally by all co-owners. We require the consent In Writing of all co-owners for any transaction for which
we require the written consent of Owners. Where required by law, we require the consent In Writing of the spouse
of any person with a vested interest in an Annuity.


You may name a contingent Owner. However, where allowed by law, this designation takes effect only on or after
the Annuity Date.


You must name an Annuitant. We do not accept a designation of joint Annuitants. If the Annuitant is not an
Owner and the Annuitant predeceases any Owner who is a natural person:


(a) The Owner becomes the Annuitant if no Contingent Annuitant was designated; and


(b) If there are mulitple Owners who are natural persons, the oldest of such Owners becomes the
Annuitant if no Contingent Annuitant was designated.


Where allowed by law, you may name one or more Contingent Annuitants. If the Annuitant is not an Owner and the
Annuitant dies before the Annuity Date, the Contingent Annuitant will become the Annuitant.


Death benefits are payable to the Beneficiary. You may designate more than one primary or contingent
Beneficiary. If you make such a designation, the proceeds are payable in equal shares to the survivors in the
appropriate Beneficiary class, unless you request otherwise In Writing.


Unless otherwise required by law, if the primary Beneficiary dies before death proceeds become payable, the
proceeds will become payable to the contingent Beneficiary. If no Beneficiary is alive when death proceeds
become payable or in the absence of any Beneficiary designation, the proceeds will vest in any surviving Owner.
If there is no surviving Owner, the proceeds will vest in your estate. For these purposes, the term "surviving
Owner" includes any Owner that is or is not a natural person.


Changing Revocable Designations: You may request to change the Owner, contingent Owner, Annuitant, Contingent
Annuitant, Beneficiary and contingent Beneficiary designations by sending us a request In Writing unless you
indicated that a prior choice was irrevocable or your Annuity has been endorsed to limit certain changes.


Such changes will be subject to our acceptance. Some of the changes we may not accept include, but are not
limited to: (a) a new Owner subsequent to the death of the Owner or the first of any co-Owners to die, except
where a spouse-Beneficiary has become the owner as a result of an Owner's death; (b) a new Annuitant subsequent
to the Annuity Date if the annuity option selected includes a life contingency; and (c) a new Annuitant prior to
the Annuity Date if the Annuity is owned by an entity.


Common Disaster: If an Owner is a natural person and if any Beneficiary dies with the Owner in a common
disaster, it must be proved to our satisfaction that the Owner died first. Unless information provided indicates
otherwise, the Annuity is treated as though the Beneficiary died first. If: (a) the Owner is not a natural
person; (b) no Contingent Annuitant has been designated; and (c) the Annuitant and the Beneficiary die in a
common disaster, then it must be proved to our satisfaction that the Annuitant died first. Unless provided
otherwise, the proceeds are payable as if the Beneficiary died before the Annuitant.








MDLV/VAIND(10/00)-8 8


PURCHASE PAYMENTS


Initial Purchase Payment: Issuance of an Annuity represents both our acceptance of an initial Purchase Payment
and any application. The amount of your initial Net Purchase Payment evidenced by this Annuity is shown in the
Schedule. Amounts are allocated to the Sub-accounts according to your instructions.


Additional Purchase Payments: The minimum for any additional Purchase Payment is as shown in the Schedule.
Additional Purchase Payments may be paid at any time during the Accumulation Period. Subject to the allocation
rules herein, amounts are allocated to the Sub-accounts according to your most recent instructions.


ACCOUNT VALUE AND SURRENDER VALUE

General: In the Accumulation Period your Annuity has an Account Value and a Surrender Value. Your total Account
Value is the sum of your Account Value in each Sub-account. Surrender Value is the Account Value less any
applicable contingent deferred sales charge, any applicable tax charge, any charges due for optional benefits
provided by rider or endorsement and any applicable maintenance fee.


We determine your Account Value separately for each Sub-account. To determine the Account Value in each
Sub-account we multiply the Unit Price as of the Valuation Period for which the calculation is being made times
the number of Units attributable to your Annuity in that Sub-account as of that Valuation Period.


Units: The number of Units attributable to this Annuity in a Sub-account is the number of Units you purchased
less the number transferred or withdrawn. We determine the number of Units involved in any transaction specified
in dollars by dividing the dollar value of the transaction by the Unit Price of the affected Sub-account as of
the Valuation Period applicable to such transaction.


Unit Price: For each Sub-account the initial Unit Price was $10.00. The Unit Price for each subsequent period
is the net investment factor for that period, multiplied by the Unit Price for the immediately preceding
Valuation Period. The Unit Price for a Valuation Period applies to each day in the period.


Net Investment Factor: Each Sub-account has a net investment factor. The net investment factor is an index that
measures the investment performance of and charges assessed against a Sub-account from one Valuation Period to
the next.



The net investment factor for a Valuation Period is (a) divided by (b), less (c); where:


(a) is the net result of :


(1) the net asset value per share of the underlying mutual fund shares held by that
Sub-account at the end of the current Valuation Period plus the per share amount of
any dividend or capital gain distribution declared and unpaid by the underlying mutual
fund during that Valuation Period; plus or minus




(2) any per share charge or credit during the Valuation Period as a provision for taxes
attributable to the operation or maintenance of that Sub-account.


(b) is the net result of :


(1) the net asset value per share plus any declared and unpaid dividends per share of the
underlying mutual fund shares held in that Sub-account at the end of the preceding
Valuation Period; plus or minus


(2) any per share charge or credit during the preceding Valuation Period as a provision



for taxes attributable to the operation or maintenance of the Sub-account.

(c) is the insurance charge.





MDLV/VAIND(10/00)-9 9


We value the assets in the Sub-accounts at their fair market value in accordance with accepted accounting
practices and applicable laws and regulations. The net investment factor may be greater than, equal to, or less
than one.


ALLOCATION RULES


You may allocate your Account Value among the Sub-accounts we make available. In the Accumulation Period, you

may maintain Account Value in up to twenty Sub-accounts. Should you request a transaction that would leave less
than any minimum amount we then require in a Sub-account, we reserve the right, to the extent permitted by law,
to add the balance of your Account Value in the applicable Sub-account to the transaction and close out your
balance in that Sub-account.


If you request automatic transfer programs, including, but not limited to any market timing or asset allocation
strategies provided by an independent third party, we direct all allocations while your Annuity is subject to
such an arrangement to the same Sub-accounts and in the same proportions as then required pursuant to the
applicable program, unless you provide us with other instructions. We no longer make any such directions
regarding allocations once we receive notice acceptable to us that your participation in any such investment
allocation program has ended.


Withdrawals of any type are taken pro-rata from the Sub-accounts based on the then current Account Values in such
Sub-accounts unless we receive other instructions from you prior to such withdrawal.


TRANSFERS


General: In the Accumulation Period you may transfer Account Value among Sub-accounts, subject to the allocation
rules herein. The amount we charge is shown in the Schedule. Your transfer request must be In Writing unless we
receive a prior written authorization from you permitting transfers based on instructions we receive over the
phone or via other means acceptable to us in our sole discretion.


Where permitted by law, we may accept your authorization of a third party to transfer Account Values on your
behalf. We may suspend or cancel such acceptance at any time. We give you prior notification of any such
suspension or cancellation. We may restrict the Sub-accounts that will be available to you for transfers or
allocations of Net Purchase Payments during any period in which you authorize such third party to act on your
behalf. We give the third party you authorize prior notification of any such restrictions. However, we will not
enforce such a restriction if we are provided evidence satisfactory to us that: (a) such third party has been
appointed by a court of competent jurisdiction to act on your behalf; or (b) such third party has been appointed
by you to act on your behalf for all your financial affairs.


We reserve the right to limit the number of transfers in any Annuity Year for all existing or new Owners in order
to preserve the tax status of your Annuity. We also reserve the right to limit the number of transfers in any
Annuity Year or to refuse any transfer request for an Owner or certain Owners if we believe that: (a) excessive
trading by such Owner or Owners or a specific transfer request or group of transfer requests may have a
detrimental effect on Unit Values or the share prices of the underlying mutual funds; or (b) we are informed by
one or more of the underlying mutual funds that the purchase or redemption of shares is to be restricted because
of excessive trading or a specific transfer or group of transfers is deemed to have a detrimental effect on share
prices of affected underlying mutual funds.









MDLV/VAIND(10/00)-10 10
DISTRIBUTIONS


Surrender: Surrender of your Annuity for its Surrender Value is permitted during the Accumulation Period. A
contingent deferred sales charge, tax charges and the maintenance fee may apply to such surrender. You must send
your Annuity and surrender request In Writing to our Office.


Free Withdrawals: Each Annuity Year in the Accumulation Period you may withdraw a limited amount of Account
Value without application of any applicable contingent deferred sales charge. The minimum withdrawal amount and
the minimum Surrender Value after a withdrawal are shown in the Schedule.


The maximum amount available as a free withdrawal is an amount equal to 10% of all Purchase Payments each Annuity
Year. The contingent deferred sales charge applies to withdrawals exceeding the maximum free withdrawal amount.
Amounts withdrawn as free withdrawals are not treated as a withdrawal of Purchase Payments.


After the period during which the contingent deferred sales charge would apply to withdrawal of any Purchase
Payments, you may withdraw all or a portion of your Surrender Value without application of any contingent
deferred sales charge, subject to minimum withdrawal amount and the minimum Surrender Value after a withdrawal.

The period during which the contingent deferred sales charge applies is shown in the Schedule.

Partial Withdrawals: You may withdraw part of your Surrender Value. The minimum withdrawal amount and the
minimum Surrender Value after a withdrawal are shown in the Schedule. If the amount of the partial withdrawal
request exceeds the maximum amount available, we reserve the right to treat your request as one for a full
surrender.


For a partial withdrawal that occurs while the contingent deferred sales charge applies, that charge is assessed
against any Purchase Payments withdrawn. In order to determine whether the contingent deferred sales charge
applies to withdrawals during this period, amounts are deemed to be withdrawn from your Annuity in the following
order:


(a) From any amount then available as a free withdrawal; then from


(b) Purchase Payments; then from


(c) Any other Account Value.


Minimum Distributions: You may elect to have us calculate Minimum Distributions annually if your Annuity is
being used for certain qualified purposes under the Internal Revenue Code. We calculate such amounts assuming
the Minimum Distribution amount is based solely on the value of your Annuity. The Minimum Distribution amounts
applicable to you may depend on other annuities, savings or investments of which we are unaware. You may elect
to have the Minimum Distribution paid out monthly, quarterly, semi-annually or annually.


Each Minimum Distribution will be taken from the Sub-accounts you select.


No contingent deferred sales charge is assessed against amounts withdrawn as part of a program designed to
distribute Minimum Distributions over your life or life expectancy, but only to the extent of the Minimum
Distribution required from your Annuity at the time it is taken. The contingent deferred sales charge may apply
to additional amounts withdrawn to meet minimum distribution requirements in relation to other retirement
programs you may maintain.






MDLV/VAIND(10/00)-11 11
Amounts withdrawn as Minimum Distributions are considered to come first from the amounts available as a free
withdrawal as of the date of the yearly calculation of the Minimum Distribution amount. Minimum Distributions
over that amount to meet the requirements based on your Annuity are not deemed to be a liquidation of Purchase
Payments.





Death Benefit: In the Accumulation Period, a death benefit is payable. If there is more than one Owner, such
Owners being natural persons, the death benefit is payable upon the first death of such Owners. If the Annuity
is owned by an entity, the death benefit is payable upon the Annuitant's death, if there is no Contingent
Annuitant. If a Contingent Annuitant was designated before the Annuitant's death and the Annuitant dies, the
Contingent Annuitant then becomes the Annuitant.


In the Payout Period, we distribute any payments due subsequent to an Owner's death at least as rapidly as under
the method of distribution in effect as of the date of such Owner's death. If the Annuitant is not an Owner and
the Annuitant dies before the Annuity Date, the Contingent Annuitant will become the Annuitant. In the Payout
Period, subsequent to the death of the Annuitant, we continue to pay any "certain" payments (payments not
contingent on the continuance of any life) to the Beneficiary.


The person upon whose death the death benefit is payable is referred to below as the "decedent". For purposes of
this death benefit provision, "withdrawals" means withdrawals of any type (including free withdrawals, partial
withdrawals, charges for optional benefits, Minimum Distributions) before assessment of any applicable contingent
deferred sales charge. For purposes of this provision, persons named Owner or Annuitant within 60 days of the
Issue Date are treated as if they were an Owner or Annuitant on the Issue Date.


The death benefit is as follows, and is subject to the conditions described in (1) and(2) below:


(1) The death benefit is the greater of (a) or (b), where:

(a) is your Account Value in any Sub-accounts; and


(b) is the minimum death benefit ("Minimum Death Benefit"). The Minimum Death Benefit is
the sum of all Purchase Payments reduced proportionately by the amount of any
withdrawals. Each withdrawal reduces the Purchase Payments by the same ratio as the
amount of the withdrawal to the Account Value prior to the withdrawal.


(2) If a decedent was not named an Owner or Annuitant as of the Issue Date and did not become such
as a result of a prior Owner's or Annuitant's death, the Minimum Death Benefit is suspended as
to that person for a two year period from the date he or she first became an Owner or
Annuitant. After the suspension period is completed, the death benefit is the same as if such
person had been an Owner or Annuitant on the Issue Date. During the suspension period, the
death benefit is your Account Value in Sub-accounts.


The amount of the death benefit is determined as of the date we receive In Writing due proof of death. It is
reduced by any annuity payments made prior to the date we receive In Writing due proof of death. As of that
date we transfer all amounts due each Beneficiary to the money market sub-account unless we have all instructions
required to the pay the amount due.


In order to pay a Beneficiary the amount due, we require: (a) all representations we require or which are
mandated by applicable law or regulation in relation to the death claim and the payment of death proceeds; and
(b) any applicable election of the mode of payment of the death benefit, if not previously elected by the Owner.






MDLV/VAIND(10/00)-12 12
In the event of death during the Accumulation Period, the benefit must be distributed within (a) five years of
the date of death; or (b) over a period not extending beyond the life expectancy of the Beneficiary or over the
life of the Beneficiary. Distribution after a decedent's death to be paid under (b) above, must commence within
one year of the date of death. Except as noted below in the spousal continuation provision, we assume that the
death benefit is to be paid out under (a), above, unless we receive a different election.


Spousal Continuation: There are two situations where the Annuity may continue subsequent to a death during the
Accumulation Period such that we may increase your Account Value. These situations are:


(a) When a spouse who is the sole Beneficiary continues the Annuity; and





(b) When the Annuity is not owned by a natural person and the contingent Annuitant is the spouse of
the decedent.


Any increase then due is the addition to the Account Value that would be payable if the death benefit were to be
paid out as a lump sum. This increase is added as of the date we receive due proof of death of the decedent and
evidence In Writing we may require of the spousal relationship as of the date of death.


We assume a spouse who is the sole Beneficiary elects to continue the Annuity unless we receive instructions to
pay the death benefit.


Applicability of any Minimum Death Benefit subsequently depends on whether, as of the date the Annuity is
continued by a spouse Beneficiary or a spouse contingent Annuitant becomes the Annuitant as described above, such
spouse is then of an age to be eligible for such Minimum Death Benefit. We subsequently calculate the Minimum
Death Benefit:


(a) using the Account Value, including any increase, as of the date the death benefit would have
otherwise been payable as if it were a Purchase Payment; and


(b) we ignore all Purchase Payments, withdrawals and values applicable to such death benefit that
occurred before such date.


Annuity Payments: Annuity payments can be guaranteed for life, for a certain period, or for a certain period and
life. We make available fixed payments. You may choose an Annuity Date, an annuity option and the frequency of
annuity payments. Your choice of Annuity Date and annuity option may be limited depending on your use of the
Annuity.


You may change your choices at any time up to 30 days before the earlier of: (a) the date we would have applied
your Account Value to an annuity option had you not made the change; or (b) the date we will apply your Account
Value to an annuity option in relation to the new Annuity Date you are then selecting. You must request this
change In Writing. The Annuity Date must be the first or the fifteenth day of a calendar month. We may require
the Annuity Date be not less than one year after the Issue Date.


In the absence of an election In Writing: (a) the Annuity Date is the first day of the calendar month first
following the later of the Annuitant's 85th birthday or the fifth anniversary of our receipt at our Office of
your request to purchase an Annuity; and (b) where allowed by law, monthly payments will commence under option 2,
described below, with 10 years certain. In determining your annuity payments, we credit interest using our then
current crediting rate for this purpose, which is not less than 3% of interest per year, to your Account Value
between the date Account Value is applied to an annuity option and the Annuity Date. If there is any remaining
contingent deferred sales charge applicable as of the Annuity Date, then the annuity option you select must
include a certain period of not less than 5 years duration. Annuity options in addition to those shown are
available with our consent.






MDLV/VAIND(10/00)-13 13


You may elect to have any amount of the proceeds due to the Beneficiary applied under any of the options
described below or any other options we then make available. Except where a lower amount is required by law, the
minimum monthly annuity payment is as shown in the Schedule. In the absence of an election prior to the proceeds
becoming due, the Beneficiary may make such an election. However, if you made an election, the Beneficiary may
not alter such election. Such election must be made In Writing within one year after proceeds are payable.


For purposes of the annuity options described below, the term "key life" means the person or persons upon whose
life any payments dependent upon the continuation of life are based.


(a) Option 1 - Payments for Life: Under this option, income is payable periodically prior to the
death of the key life, terminating with the last payment due prior to such death.





(b) Option 2 - Payments for Life with 10, 15, or 20 Years Certain: Under this option, income is
payable periodically for 10, 15, or 20 years, as selected, and thereafter until the death of the key life.
Should the death of the key life occur before the end of the period selected, the remaining payments are paid to
the Beneficiary to the end of such period.


(c) Option 3 - Payments Based on Joint Lives: Under this option, income is payable periodically
during the joint lifetime of two key lives, and thereafter during the remaining lifetime of the survivor, ceasing
with the last payment prior to the survivor's death.


(d) Option 4 - Payments for a Certain Period: Under this option, income is payable periodically
for a specified number of years. The number of years is subject to our then current rules. Should the payee die
before the end of the specified number of years, the remaining payments are paid to the Beneficiary to the end of
such period.


The first periodic payment is determined by multiplying the portion of the Account Value being allocated to
purchase annuity payments (expressed in thousands of dollars), plus interest at not less than 3% per year from
the date the Account Value is applied to the annuity option to the Annuity Date, by the amount of the first
periodic payment per $1,000 of value obtained from our annuity rates for that type of annuity and for the
frequency of payment selected. These rates will not be less than those shown in the Annuity Tables shown herein.


We reserve the right to require submission prior to commencement of any annuity payments of evidence satisfactory
to us of the age of any key life upon whose life payment amounts are calculated.


Pricing Of Transfers And Distributions: Subject to our right to defer transactions for a limited period, we
"price" transfers and distributions on the dates indicated below. The pricing of transfers and distributions
involving Sub-accounts includes the determination of the applicable Unit Price, for the Units transferred or
distributed. Unit Prices may change each Valuation Period to reflect the investment performance of the
Sub-accounts.


(a) We price "scheduled" transfers and distributions as of the date such transactions are so
scheduled. "Scheduled" transactions include transfers previously scheduled with us, including, but not limited
to, periodic payments of Minimum Distributions and annuity payments.


(b) We price "unscheduled" transfers, including transfers under an automatic transfer program that
were not scheduled with us, partial withdrawals and free withdrawals as of the date we receive In Writing at our
Office the request for such transactions.


(c) We price any distribution subject to provisions of due proof as of the date we receive at our
Office all materials we require for such transactions and such materials are satisfactory to us.






MDLV/VAIND(10/00)-14 14
GENERAL PROVISIONS


Entire Contract: This Annuity, including any attached riders or endorsements, the attached copy of any
application form and any supplemental applications and endorsements are the entire contract. All statements made
in any application are deemed to be representations and not warranties. No statement is used to void the
contract or an Annuity or defend against a claim unless it is contained in any application.


Only our President, a Vice President or Secretary may change or waive any provisions of the contract or of any
Annuity. Any change or waiver must be In Writing. We are not bound by any promises or representations made by
or to any other person.


Misstatement of Age or Sex: If there has been a misstatement of the age and/or sex of any person upon whose life
annuity payments, the minimum death benefit or any increase to Account Value under the Spousal Continuation
provision are based, we make adjustments to conform to the facts. As to annuity payments: (a) any underpayments



by us will be remedied on the next payment following correction; and (b) any overpayments by us will be charged
against future amounts payable by us under your Annuity.


Transfers, Assignments or Pledges: Generally, your rights in an Annuity may be transferred, assigned or pledged
for loans at any time. However, these rights may be limited depending on your use of the Annuity. You may
transfer, assign or pledge your rights to another person at any time, prior to any death upon which the death
benefit is payable. You must request a transfer or provide us a copy of the assignment In Writing. A transfer
or assignment is subject to our acceptance. Prior to receipt of this notice, we will not be deemed to know of or
be obligated under any assignment prior to our receipt and acceptance thereof. We assume no responsibility for
the validity or sufficiency of any assignment. During any period we consider your Annuity subject to an
assignment, the rights of any revocable Beneficiary are subordinate to those of any assignee. There may be
income tax consequences of transfers, assignments or pledges.


Nonparticipation: The contract does not share in our profits or surplus earnings.


Deferral of Transactions: We may defer any annuity payment for a period not to exceed the lesser of 6 months or
the period permitted by law. We may defer any distribution from any Sub-account or any transfer from a
Sub-account for a period not to exceed 7 calendar days from the date the transaction is effected. Any other
deferral period begins on the date such distribution or transfer would otherwise have been transacted.


All transactions into, out of or based on any Sub-account may be postponed whenever (1) the New York Stock
Exchange is closed (other than customary holidays or weekends) or trading on the New York Stock Exchange is
restricted as determined by the SEC; (2) the SEC permits postponement and so orders; or (3) the SEC determines
that an emergency exists making valuation or disposal of securities not reasonably practical.


Elections, Designations, Changes and Requests: All elections, designations, changes and requests must be In

Writing and are effective only after they have been approved by us, subject to any transactions made by us before
receipt of such notices. We inform you of any changes to your Annuity that materially affect your rights. We
reserve the right to require that this Annuity be returned to our Office for endorsement of any change affecting
this Annuity.


Claims of Creditors: To the extent permitted by law, no payment under this Annuity is subject to the claims of
the creditors of the Owner, you or any other owner, Annuitant or Beneficiary.






MDLV/VAIND(10/00)-15 15
Proof of Survival: The payment of any annuity is subject to evidence satisfactory to us that the payee is alive
on the date such payment is otherwise due.


Tax Reporting: We intend to make all required regulatory reports regarding taxable events in relation to this
Annuity. Such events may include, but are not limited to: (a) annuity payments; (b) payment of death benefits;
(c) other distributions from the Annuity; and (d) assignments.


Facility of Payment: We reserve the right, in settlement of full liability, to make payments to a guardian,
conservator or other legal representative if a payee is legally incompetent.


Participation and Termination of Certain Programs We May Offer: To elect to participate or to terminate
participation in any program we may offer, we may require receipt at our Office of a request In Writing on a form
satisfactory to us.


Reports to You: We provide reports to you during the Accumulation Period. We will provide you with reports at
least once each quarter that you maintain Account Values in the Sub-accounts. You may request additional
reports. We reserve the right to charge up to $50 for each such additional report.


Reserved Rights: In addition to rights specifically reserved elsewhere in this Annuity, we reserve the right to
any or all of the following: (a) combine a Sub-account with other Sub-accounts; (b) combine the Separate Account
shown in the Schedule with other "unitized" separate accounts; (c) deregister the Separate Account shown in the



Schedule under the Investment Company Act of 1940; (d) operate the Separate Account shown in the Schedule as a
management investment company under the Investment Company Act of 1940 or in any other form permitted by law; (e)
make changes required by any change in the Securities Act of 1933, the Exchange Act of 1934 or the Investment
Company Act of 1940; (f) make changes that are necessary to maintain the tax status of your Annuity, any rider,
amendment or endorsement attached hereto or any charge or distribution from your Annuity under the Internal
Revenue Code; and (g) make changes required by any change in other Federal or state laws relating to retirement
annuities or annuity contracts.


We may eliminate Sub-accounts, or substitute one or more new underlying mutual funds or portfolios for the one in
which a Sub-account is invested. Substitutions may be necessary if we believe an underlying mutual fund or
portfolio no longer suits the purpose of the Annuity. This may happen due to a change in laws or regulations, or
a change in the investment objectives or restrictions of an underlying mutual fund or portfolio, or because the
underlying mutual fund or portfolio is no longer available for investment, or for some other reason. We would
obtain prior approval from the insurance department of our state of domicile, if so required by law, before
making such a substitution, deletion or addition. We also would obtain prior approval from the SEC so long as
required by law, and any other required approvals before making such a substitution, deletion or addition.


ANNUITY TABLES


The attached tables show the minimum dollar amount of each monthly payment for each $1,000 applied under the
options. The amounts payable when annuity payments commence may be higher, based on our then current assumptions
as to interest, expenses and mortality, but will not be lower.


Under options one and two, the amount of each payment depends on the age and sex, if applicable, of the payee at
the time the first payment is due. Under option three, the amount of each payment depends on the age and sex, if
applicable, of both payees at the time the first payment is due. No election can be changed once payments begin.






MDLV/VAIND(10/00)-16 16
The tables shown are based on interest at 3% per year compounded annually and the a2000 Individual Annuity
Mortality Table or the appropriate variation of such Table with genderless rates when applicable to the Annuity
in order to meet Federal requirements in relation to the usage of such Annuity.


The payee's settlement age is the payee's age, last birthday, on the date of the first payment, minus the age
adjustment. The age adjustments are shown below. They are based on the date of the first payment. The age
adjustment does not exceed the age of the payee.




Annuitization Attained Age
Year Set Back
2001 - 2009 1
2010 - 2019 2
2020 and later 3


Amount of Monthly Payment For Each $1,000 Applied
(Based on 3% Annual Interest Rate)


First and Second Options - Single Life Annuities with:


Male Payee with Female Payee with
Monthly Payments Guaranteed Monthly Payments Guaranteed
--------------------------- ---------------------------
None 120 180 240 None 120 180 240
Age $ $ $ $ $ $ $ $
---
50 4.08 4.05 4.01 3.95 3.83 3.81 3.79 3.76



55 4.47 4.41 4.34 4.24 4.15 4.13 4.09 4.03
60 4.98 4.88 4.75 4.56 4.59 4.54 4.47 4.35
65 5.69 5.49 5.23 4.88 5.18 5.07 4.93 4.71
70 6.67 6.23 5.73 5.17 6.01 5.78 5.47 5.05
75 8.03 7.08 6.20 5.36 7.23 6.67 6.03 5.31
80 9.92 7.95 6.55 5.46 9.03 7.67 6.47 5.45


Third Option - Joint and Last Survivor Annuity


Age of Female Payee
-------------------
Age of 35 40 45 50 55 60 65 70 75 80
Male Payee $ $ $ $ $ $ $ $ $ $
----------
50 3.16 3.27 3.40 3.53 3.65 3.76 3.86 3.93 3.99 4.02
55 3.18 3.30 3.45 3.61 3.78 3.94 4.08 4.21 4.30 4.37
60 3.19 3.33 3.49 3.68 3.88 4.10 4.32 4.52 4.68 4.80
65 3.20 3.34 3.52 3.73 3.97 4.25 4.55 4.84 5.11 5.33
70 3.21 3.36 3.54 3.76 4.04 4.36 4.74 5.16 5.57 5.94
75 3.21 3.36 3.55 3.79 4.08 4.45 4.90 5.43 6.02 6.61
80 3.21 3.37 3.56 3.80 4.11 4.50 5.01 5.64 6.41 7.26



Fourth Option - Payments for a Designated Period


Amount of Amount of Amount of Amount of
No. of Monthly No. of Monthly No. of Monthly No. of Monthly
Years Payments Years Payments Years Payments Years Payments
----- -------- ----- -------- ----- -------- ----- --------
10 9.61 16 6.53 22 5.15 28 4.37

11 8.86 17 6.23 23 4.99 29 4.27
12 8.24 18 5.96 24 4.84 30 4.18
13 7.71 19 5.73 25 4.71
14 7.26 20 5.51 26 4.59
15 6.87 21 5.32 27 4.47












MDLV/VAIND(10/00)-17 17























(THIS PAGE INTENTIONALLY LEFT BLANK)









MDLV/VAIND(10/00)-18 18
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION


Shelton, Connecticut


(A Stock Company)































INDIVIDUAL DEFERRED ANNUITY
NON-PARTICIPATING
VARIABLE INVESTMENT OPTIONS IN THE ACCUMULATION PERIOD


IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES ARE BASED ON THEIR INVESTMENT PERFORMANCE AND ARE, THEREFORE,
NOT GUARANTEED. PLEASE REFER TO THE SECTION ENTITLED "ACCOUNT VALUE IN THE SUB-ACCOUNTS" FOR A MORE COMPLETE
EXPLANATION.










MDLV/IND(10/00)-01
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
ONE CORPORATE DRIVE
P.O. BOX 883
SHELTON, CONNECTICUT 06484


(A Stock Company)



Unless you direct otherwise, we pay the named Annuitant, on the Annuity Date, the first of a series of annuity
payments, the frequency, period, and dollar amounts of which are determined in accordance with the terms and
conditions of the annuity option selected, provided that both you and the Annuitant are then living.


The death benefit is payable to the Beneficiary. This contract (the "Annuity") is issued in consideration of any
application, a copy of which may be attached to and made a part of this Annuity, and payment of the initial
Purchase Payment. The Annuity is subject to the laws of the jurisdiction where it is issued for delivery.


RIGHT TO CANCEL


You may return this Annuity to our Office or to the representative who solicited its purchase for a refund within
ten days after you receive it or longer if required by applicable law or regulation. The amount of the refund
will equal not less than the Account Value as of the date we receive the cancellation request plus any tax charge
deducted. You bear the investment risk during this period. However, if required by applicable law or
regulation, the amount we refund is the greater of; (1) the Purchase Payment and (2) the current Account Value of
the Annuity plus any tax charge deducted. If under applicable law we are required to return not less than the
Purchase Payment, we may elect to allocate your Account Value to a money-market investment option during the
period this Right to Cancel provision applies to your Annuity.


Signed for American Skandia Life Assurance Corporation:







President






INDIVIDUAL DEFERRED ANNUITY
NON-PARTICIPATING
VARIABLE AND FIXED INVESTMENT OPTIONS IN THE ACCUMULATION PERIOD


IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES PROVIDED UNDER THE VARIABLE INVESTMENT OPTIONS ARE BASED ON
THEIR INVESTMENT PERFORMANCE AND ARE, THEREFORE, NOT GUARANTEED. PLEASE REFER TO THE SECTION ENTITLED "ACCOUNT
VALUE IN THE SUB-ACCOUNTS" FOR A MORE COMPLETE EXPLANATION.


IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES PROVIDED UNDER THE FIXED INVESTMENT OPTIONS MAY BE SUBJECT TO
A MARKET VALUE ADJUSTMENT. SUCH A MARKET VALUE ADJUSTMENT MAY INCREASE OR DECREASE ANY SUCH PAYMENTS OR VALUES.
PLEASE REFER TO THE SECTION ENTITLED "ACCOUNT VALUE OF THE FIXED ALLOCATIONS" FOR A MORE COMPLETE EXPLANATION.











MDLV/IND(10/00)-02 2
TABLE OF CONTENTS



DEFINITIONS 5
INVESTMENT OF ACCOUNT VALUE..............................................................................7
OPERATIONS OF THE SEPARATE ACCOUNTS......................................................................8
CHARGES ..........................................................................................9
YOUR RIGHTS, OWNERSHIP, AND DESIGNATIONS................................................................10
PURCHASE PAYMENTS.......................................................................................11
ACCOUNT VALUE AND SURRENDER VALUE.......................................................................11
ALLOCATION RULES........................................................................................13
TRANSFERS 14
DISTRIBUTIONS 14
GENERAL PROVISIONS......................................................................................19
ANNUITY TABLES 20





































A copy of any application form and any riders, amendments and endorsements are attached.












MDLV/IND(10/00)-03 3
SCHEDULE


ANNUITY NUMBER: 001-00001 ISSUE DATE: FEBRUARY 1, 2001


TYPE OF BUSINESS: NON-QUALIFIED


OWNER: JOHN DOE
DATE OF BIRTH: OCTOBER 21, 1940 SEX: MALE


OWNER: MARY DOE
DATE OF BIRTH: OCTOBER 15, 1940 SEX: FEMALE





ANNUITANT: JOHN DOE


ANNUITANT'S DATE OF BIRTH: OCTOBER 21,1940 ANNUITANT'S SEX: MALE


ANNUITY DATE: FEBRUARY 01, 2025


CONTINGENT ANNUITANT: AS NAMED IN ANY APPLICATION FORM OR LATER CHANGED


BENEFICIARY: AS NAMED IN ANY APPLICATION FORM OR LATER CHANGED OR, IF NOT NAMED, UNDER THE TERMS OF THIS ANNUITY


PURCHASE PAYMENT: $10,000 NET PURCHASE PAYMENT: $10,000


MINIMUM ADDITIONAL PURCHASE PAYMENT $100


MINIMUM WITHDRAWAL AMOUNT: $100


MINIMUM SURRENDER VALUE AFTER WITHDRAWAL: $1,000


MINIMUM ANNUITY PAYMENT: $100 PER MONTH


CONTINGENT DEFERRED SALES CHARGE:


LENGTH OF TIME PERCENTAGE OF PURCHASE
SINCE THE ISSUE DATE PAYMENTS BEING LIQUIDATED


0-1 year 8.5%
1-2 years 8.0%
2-3 years 7.0%
3-4 years 6.0%
4+ years 0%



TRANSFER FEE: $15 PER TRANSFER AFTER THE EIGHTH IN ANY ANNUITY YEAR


MAINTENANCE FEE: LESSER OF $35 OR 2% OF ACCOUNT VALUE, BUT ONLY IF THE ACCOUNT VALUE AT THE TIME THE FEE IS DUE
IS LESS THAN $100,000





INSURANCE CHARGE: 1.40%










MDLV/IND (10/00)-04 4
SCHEDULE (CONTINUED)


INDEX: THE INDEX IS BASED ON THE STRIP YIELDS PROVIDED TO US BY AN INDEPENDENT PRICING SERVICE OF OUR CHOICE AS OF
THE DATE WE DECLARE A RATE OF INTEREST. THE APPLICABLE TERM (LENGTH OF TIME FROM ISSUANCE TO MATURITY) OF THE
STRIPS IS THE SAME AS THE DURATION OF THE GUARANTEE PERIOD. IF NO STRIPS ARE AVAILABLE FOR SUCH TERM, STRIPS FOR
THE NEXT SHORTEST TERM ARE USED. IF THE UNITED STATES TREASURY DISCONTINUES OFFERING ANY OF THE APPLICABLE
CERTIFICATES OF INDEBTEDNESS UPON WHICH STRIPS ARE BASED OR IF THERE IS ANY DISRUPTION IN THE MARKET FOR STRIPS
THAT WOULD HAVE AN IMPACT ON OUR ABILITY TO OBTAIN MARKET VALUATIONS FOR SUCH INSTRUMENTS, WE WILL SUBSTITUTE
INDEXES WHICH IN OUR OPINION ARE COMPARABLE.


INTEREST RATE MINIMUM: 2.25 PER CENT (2.25%) LESS THAN THE AMOUNT DETERMINED BY THE INDEX. IN NO EVENT WILL THE
MINIMUM BE LESS THAN ZERO.


VARIABLE SEPARATE ACCOUNT: AMERICAN SKANDIA LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B - CLASS 1 SUB-ACCOUNTS


FIXED SEPARATE ACCOUNT: AMERICAN SKANDIA LIFE ASSURANCE CORPORATION SEPARATE ACCOUNT D



OFFICE: AMERICAN SKANDIA LIFE ASSURANCE CORPORATION
ONE CORPORATE DRIVE
P.O. BOX 883
SHELTON. CONNECTICUT 06484
Telephone: 1-800-752-6342
www.AmericanSkandia.com









MDLV/IND(10/00)-05 5


DEFINITIONS


Account Value: The value of each allocation to a Sub-account or a Fixed Allocation prior to the Annuity Date,
plus any earnings and/or less any losses, distributions, and charges thereon, before assessment of any applicable
contingent deferred sales charge and/or any applicable maintenance fee. Account Value is determined separately
for each Sub-account and for each Fixed Allocation, and then totaled to determine Account Value for your entire



Annuity. Account Value of each Fixed Allocation on other than such Fixed Allocation's Maturity Date is
calculated using a market value adjustment.


Accumulation Period: The period of time from the Issue Date through the day preceding the Annuity Date.


Annuitant: Annuity payments are based upon this person's life.


Annuity Date: The date on which annuity payments are to commence.


Annuity Years: Continuous 12 month periods commencing on the Issue Date and each anniversary of the Issue Date.


Beneficiary: The person designated as the recipient of the death benefit.


Contingent Annuitant: The person named to become the Annuitant on the Annuitant's death prior to the Annuity
Date.


Current Rates: The interest rates we offer to credit to Fixed Allocations for the duration of newly beginning
Guarantee Periods under this Annuity. Current Rates are contained in a schedule of rates established by us from
time to time for the Guarantee Periods then being offered. We may establish different schedules for different
classes and for different annuities.


Fixed Allocation: An allocation of Account Value that is to be credited a fixed rate of interest for a specified
Guarantee Period during the Accumulation Period and is to be supported by assets in the Fixed Separate Account.


Fixed Separate Account: The separate account shown in the Schedule used in relation to Fixed Allocations.


Guarantee Period: A period of time during the Accumulation Period during which we credit a fixed rate of
interest on a Fixed Allocation.


In Writing: In a written form that is satisfactory to us and filed at our Office. In lieu of such a written
communication, we, at our sole discretion, may agree in advance to communication regarding a specific matter by
telephone or by some other form of electronic transmission in a manner we accept.


Interim Value: As of any particular date, the initial value of a Fixed Allocation plus all interest credited
thereon, less the sum of all previous transfers and withdrawals of any type from such Fixed Allocation and
interest thereon from the date of each withdrawal or transfer.


Issue Date: The effective date of this Annuity.


MVA: A market value adjustment used in the determination of Account Value of each Fixed Allocation as of a date
other than such Fixed Allocation's Maturity Date and thirty days prior thereto.





MDLV/IND(10/00)-06 6
Maturity Date: The last day in a Guarantee Period.


Minimum Distributions: Minimum amounts that must be distributed each year in relation to certain qualified plans
under the Internal Revenue Code.


Net Purchase Payment: A Purchase Payment less any applicable charge for taxes.


Office: The location shown in the Schedule where all requests regarding this Annuity are to be sent.


Option-adjusted Spreads: The differences between the yields on corporate debt securities, adjusted to disregard
any options available therewith, and the yields on government debt securities of comparable maturity.


Owner: The person or entity shown as Owner in the Schedule unless later changed.





Payout Period: The period starting on the Annuity Date during which the annuity is paid.

Purchase Payment: A cash consideration you give to us for the rights, privileges and benefits outlined in this
Annuity.


Strip: A direct obligation of the U.S. Treasury. It consists of a Treasury coupon security broken into
individual payments of either the right to receive the applicable principal payment or the right to the
applicable interest payment.


Strip Yield: For purposes of this Annuity, the ask yield for Strips based solely on the right to redeem coupons

for interest payments.

Sub-account: A division of the Variable Separate Account shown in the Schedule. We use Sub-accounts to
calculate variable benefits under this Annuity.


Surrender Value: The value of your Annuity available upon surrender prior to the Annuity Date. It equals the
Account Value as of the date we price the surrender less any applicable contingent deferred sales charge, any
applicable tax charges, any charges due for any optional benefits provided by rider or endorsement and any
applicable maintenance fee.


Unit: A measure used to calculate your Account Value in a Sub-account prior to the Annuity Date.


Unit Price: Unit Price is used for calculating (a) the number of Units allocated to a Sub-account, and (b) the
value of transactions into or out of a Sub-account or benefits based on Account Value in a Sub-account prior to
the Annuity Date. Each Sub-account has its own Unit Price which will vary each Valuation Period to reflect the
investment experience of that Sub-account.


Valuation Day: Every day the New York Stock Exchange is open for trading or any other day that the Securities
and Exchange Commission requires mutual funds or unit investment trusts to be valued.


Valuation Period: The period of time between the close of business of the New York Stock Exchange on successive
Valuation Days.


Variable Separate Account: The variable separate account shown in the Schedule used in relation to Sub-accounts.


we, us, our: American Skandia Life Assurance Corporation.


you, your: The Owner shown in the Schedule.





MDLV/IND(10/00)-07 7
INVESTMENT OF ACCOUNT VALUE


General: In the Accumulation Period we offer a range of variable and fixed options as ways to invest your
Account Value. You may maintain Account Value in multiple investment options, subject to the limits set out in
the Allocation Rules section of this Annuity. You may transfer Account Value between investment options, subject
to the requirements set out in the Transfers section of this Annuity. Transfers may be subject to a fee.


Variable Investment Options: During the Accumulation Period we offer a number of Sub-accounts as variable
investment options. These are all Sub-accounts of the Variable Separate Account(s) shown in the Schedule.


Fixed Investment Options: We may offer Fixed Allocations with Guarantee Periods of different durations. Each
such Fixed Allocation is accounted for separately. Each Fixed Allocation earns a fixed rate of interest
throughout its Guarantee Period. Multiple Fixed Allocations are permitted, subject to our allocation rules. The
duration of a Guarantee Period may be the same or different from the duration of the Guarantee Periods of any of
your prior Fixed Allocations.


To the extent permitted by law, we reserve the right at any time to offer Guarantee Periods with durations that



differ from those which were available when your Annuity was issued. We also reserve the right at any time to
stop accepting new allocations, transfers or renewals for a particular Guarantee Period.


A Guarantee Period for a Fixed Allocation begins: (a) when all or part of a Net Purchase Payment is allocated to
that particular Guarantee Period; (b) upon transfer of any of your Account Value to a Fixed Allocation for that
particular Guarantee Period; or (c) when a Guarantee Period attributable to a Fixed Allocation "renews" after its
Maturity Date.


We declare the rates of interest applicable during the various Guarantee Periods offered. Declared rates are
effective annual rates of interest. The rate of interest applicable to a Fixed Allocation, for the class of
contracts to which this Annuity belongs, is the one in effect when its Guarantee Period begins. The rate is
guaranteed throughout the Guarantee Period.


We may offer certain Guarantee Periods only in connection with certain uses of the Annuity or in connection with
certain programs for allocation of your Account Value. Also, we may offer multiple Guarantee Periods of equal
duration, but limit access to certain of these Guarantee Periods depending on uses of the Annuity or
participation in certain programs for allocation of your Account Value. We may offer differing Current Rates to
these differing Guarantee Periods as compared to other Guarantee Periods of the same duration.


We inform you of the interest rate applicable to a Fixed Allocation, as well as its Maturity Date, when we
confirm the allocation. We declare interest rates applicable to new Fixed Allocations from time to time. Any
new Fixed Allocation in an existing Annuity is credited interest at a rate not less than the rate we are then
crediting to Fixed Allocations for the same Guarantee Period selected by new Annuity purchasers in the same class.


The interest rates we credit are subject to a minimum. We may declare a higher rate. The Interest Rate Minimum
is described in the Schedule.


Interest Rate Minimum


Interest rates are determined by us. However, rates are subject to a minimum. The minimum for a Fixed
Allocation is based on both an index and a reduction to the interest rate determined according to the index. Both
the index and the reduction used in determining the minimum are as shown in the Schedule. If required for
subsitution of the index, we will obtain prior approval from the Securities and Exchange Commission so long as
required by law and any other required regulatory approvals.





MDLV/IND(10/00)-08 8
OPERATIONS OF THE SEPARATE ACCOUNTS


General: The assets supporting our obligations under the Annuities may be held in various accounts, depending on
the obligation being supported. In the Accumulation Period, assets supporting Account Values are held in
separate accounts established under the laws of the State of Connecticut. In the Payout Period, assets
supporting fixed annuity payments are held in our general account.


Separate Accounts: We are the legal owner of assets in the separate accounts. Income, gains and losses, whether
or not realized, from assets allocated to these separate accounts, are credited to or charged against each such
separate account in accordance with the terms of the annuities supported by such assets without regard to our
other income, gains or losses or to the income, gains or losses in any other of our separate accounts. We will
maintain assets in each separate account with a total market value at least equal to the reserve and other
liabilities we must maintain in relation to the annuity obligations supported by such assets. These assets may
only be charged with liabilities which arise from such annuities.


Variable Separate Account: In the Accumulation Period the assets supporting obligations based on allocations to
the variable investment options are held in the Variable Separate Account shown in the Schedule. This separate
account consists of multiple Sub-accounts. This separate account was established by us pursuant to Connecticut
law. This separate account also holds assets of other annuities issued by us with values and benefits that vary
according to the investment performance of this Variable Separate Account.





The amount of our obligations in relation to allocations to the Sub-accounts are based on the investment
performance of such Sub-accounts. However, the obligations themselves are our general corporate obligations.


The Variable Separate Account is registered with the Securities and Exchange Commission ("SEC") under the
Investment Company Act of 1940 (the "1940 Act") as a unit investment trust, which is a type of investment
company. This does not involve any supervision by the SEC of the investment policies, management or practices of
the Variable Separate Account.


Sub-accounts are permitted to invest in underlying mutual funds or portfolios that we consider suitable. We also
reserve the right to change the investment policy of any or all Sub-accounts, add Sub-accounts, eliminate
Sub-accounts, combine Sub-accounts, or to substitute underlying mutual funds or portfolios of underlying mutual
funds, subject to any required regulatory approvals.


Values and benefits based on allocations to the Sub-accounts will vary with the investment performance of the

underlying mutual funds or fund portfolios, as applicable. We do not guarantee the investment results of any
Sub-account, nor is there any assurance that the Account Value allocated to the Sub-accounts will equal the
amounts allocated to the Sub-accounts as of any time other than the Valuation Period of such allocation. You
bear the entire investment risk.


We reserve the right to transfer assets of the Variable Separate Account, which we determine to be associated
with the class of contracts to which this Annuity belongs, to another Variable Separate Account. If this type of
transfer is made, the term "Variable Separate Account" as used in this Annuity, shall mean the Variable Separate
Account to which the assets were transferred.


Fixed Separate Account: In the Accumulation Period, assets supporting our obligations based on Fixed Allocations
are held in the Fixed Separate Account shown in the Schedule, which is a "non-unitized" separate account. Such
obligations are based on the interest rates we credit to Fixed Allocations and the terms of the Annuities. These
obligations do not depend on the investment performance of the assets in the Fixed Separate Account. This
separate account was established by us pursuant to Connecticut law.






MDLV/IND(10/00)-09 9
There are no discrete units in the Fixed Separate Account. No party with rights under any participates in the
investment gain or loss from assets belonging to the Fixed Separate Account. Such gain or loss accrues solely to
us. We retain the risk that the value of the assets in the Fixed Separate Account may drop below the reserves
and other liabilities we must maintain. Should the value of the assets in the Fixed Separate Account drop below
the reserve and other liabilities we must maintain in relation to the annuities supported by such assets, we will
transfer assets from our general account to the Fixed Separate Account to make up the difference. We have the
right to transfer to our general account any assets of the Fixed Separate Account in excess of such reserves and
other liabilities. We maintain assets in the Fixed Separate Account supporting a number of annuities we offer.


If you surrender, withdraw or transfer Account Value from a Fixed Allocation before the end of its Guarantee
Period, you bear the risk inherent in the MVA. The Account Value of a Fixed Allocation is guaranteed to be its
then current Interim Value on its Maturity Date.


CHARGES


General: The charges which are or may be assessed against your Annuity are the contingent deferred sales charge,
the maintenance fee, tax charges and a transfer fee. Charges may also apply for any optional benefit provided by
rider or endorsement. The charge assessed against the Sub-accounts of the Variable Separate Account is the
insurance charge. A charge for taxes may also be assessed against the Sub-accounts.


Contingent Deferred Sales Charge: The contingent deferred sales charge is a percentage of the Purchase Payment
being liquidated. The charge decreases as the Annuity ages. The aging of the Annuity is measured from the Issue
Date . The charge is shown in the Schedule.


Maintenance Fee: This is an annual fee deducted at the end of each Annuity Year or on surrender, if earlier.



The amount of this charge is shown in the Schedule. The fee is limited to the Account Values in the Sub-accounts
as of the Valuation Period such fee is due.


Tax Charges: In several states a tax is payable, either when Purchase Payments are received, upon surrender or
when the Account Value is applied under an annuity option. We will deduct the amount of tax payable, if any,
from your Purchase Payments, Account Value or Surrender Value as applicable.


Transfer Fee: The transfer fee is as shown in the Schedule. However, the fee is only charged if there is
Account Value in at least one Sub-account immediately subsequent to such transfer. Renewals or transfers of
Account Value from a Fixed Allocation at the end of its Guarantee Period are not subject to the transfer fee and
are not counted in determining whether other transfers may be subject to the transfer fee.


Allocation Of Annuity Charges: Charges applicable to any type of withdrawal are taken from the investment
options in the same ratio as such a withdrawal is taken from the investment options. The transfer fee is assessed
against the Sub-accounts in which you maintain Account Value immediately subsequent to such transfer. The
transfer fee is allocated on a pro-rata basis in relation to the Account Values in such Sub-accounts as of the

Valuation Period for which we price the applicable transfer. No fee is assessed if there is no Account Value in
any Sub-account at such time. Tax charges are assessed against the entire Purchase Payment, Account Value or
Surrender Value as applicable. The maintenance fee is assessed against the Sub-accounts on a pro-rata basis in
relation to the Account Values in each Sub-account as of the Valuation Period for which we price the fee.


Insurance Charge: We charge an insurance charge against the daily total value of each Sub-account. We assess
this charge each day at the daily equivalent of the rate shown in the Schedule.






MDLV/IND(10/00)-10 10


YOUR RIGHTS, OWNERSHIP, AND DESIGNATIONS


YOUR RIGHTS, OWNERSHIP, AND DESIGNATIONS: You may exercise the rights, options and privileges granted in this
Annuity or permitted by us. Your rights are subject to the rights of any assignee recorded by us and of any
irrevocably designated Beneficiary. Your rights terminate as of the date the death benefit is payable. No
rights of survivorship are provided except as provided herein.


You make certain designations that apply to the Annuity. These designations are subject to our rules and to
various regulatory or statutory requirements depending on the use of the Annuity. These designations include an
Owner, a contingent Owner, an Annuitant, a Contingent Annuitant, a Beneficiary, and a contingent Beneficiary.
Certain designations are required, as indicated below. Such designations will be revocable unless you indicate
otherwise or we endorse your Annuity to indicate that such designation is irrevocable to meet certain regulatory
or statutory requirements.


An Owner must be named. You may name more than one Owner. If you do, all rights reserved to Owners are then
held equally by all co-owners. We require the consent In Writing of all co-owners for any transaction for which
we require the written consent of Owners. Where required by law, we require the consent In Writing of the spouse
of any person with a vested interest in an Annuity.


You may name a contingent Owner. However, where allowed by law, this designation takes effect only on or after
the Annuity Date.


You must name an Annuitant. We do not accept a designation of joint Annuitants. If the Annuitant is not an
Owner and the Annuitant predeceases any Owner who is a natural person:


(a) The Owner becomes the Annuitant if no Contingent Annuitant was designated; and


(b) If there are mulitple Owners who are natural persons, the oldest of such Owners becomes the
Annuitant if no Contingent Annuitant was designated.





Where allowed by law, you may name one or more Contingent Annuitants. If the Annuitant is not an Owner and the
Annuitant dies before the Annuity Date, the Contingent Annuitant will become the Annuitant.


Death benefits are payable to the Beneficiary. You may designate more than one primary or contingent
Beneficiary. If you make such a designation, the proceeds are payable in equal shares to the survivors in the
appropriate Beneficiary class, unless you request otherwise In Writing.


Unless otherwise required by law, if the primary Beneficiary dies before death proceeds become payable, the
proceeds will become payable to the contingent Beneficiary. If no Beneficiary is alive when death proceeds
become payable or in the absence of any Beneficiary designation, the proceeds will vest in any surviving Owner.
If there is no surviving Owner, the proceeds will vest in your estate. For these purposes, the term "surviving
Owner" includes any Owner that is or is not a natural person.


Changing Revocable Designations: You may request to change the Owner, contingent Owner, Annuitant, Contingent
Annuitant, Beneficiary and contingent Beneficiary designations by sending us a request In Writing unless you
indicated that a prior choice was irrevocable or your Annuity has been endorsed to limit certain changes.


Such changes will be subject to our acceptance. Some of the changes we may not accept include, but are not

limited to: (a) a new Owner subsequent to the death of the Owner or the first of any co-Owners to die, except
where a spouse-Beneficiary has become the owner as a result of an Owner's death; (b) a new Annuitant subsequent
to the Annuity Date if the annuity option selected includes a life contingency; and (c) a new Annuitant prior to
the Annuity Date if the Annuity is owned by an entity.





MDLV/IND(10/00)-11 11
Common Disaster: If an Owner is a natural person and if any Beneficiary dies with the Owner in a common
disaster, it must be proved to our satisfaction that the Owner died first. Unless information provided indicates
otherwise, the Annuity is treated as though the Beneficiary died first. If: (a) the Owner is not a natural
person; (b) no Contingent Annuitant has been designated; and (c) the Annuitant and the Beneficiary die in a
common disaster, then it must be proved to our satisfaction that the Annuitant died first. Unless provided
otherwise, the proceeds are payable as if the Beneficiary died before the Annuitant.



PURCHASE PAYMENTS


Initial Purchase Payment: Issuance of an Annuity represents both our acceptance of an initial Purchase Payment
and any application. The amount of your initial Net Purchase Payment evidenced by this Annuity is shown in the
Schedule. Amounts are allocated to the investment options according to your instructions.


Additional Purchase Payments: The minimum for any additional Purchase Payment is as shown in the Schedule.
Additional Purchase Payments may be paid at any time during the Accumulation Period. Subject to the allocation
rules herein, amounts are allocated to the investment options according to your most recent instructions.


ACCOUNT VALUE AND SURRENDER VALUE


General: In the Accumulation Period your Annuity has an Account Value and a Surrender Value. Your total Account
Value is the sum of your Account Value in each Sub-account and each Fixed Allocation. Surrender Value is the
Account Value less any applicable contingent deferred sales charge, any applicable tax charge, any charges due
for optional benefits provided by rider or endorsement and any applicable maintenance fee.


Account Value in the Sub-accounts: We determine your Account Value separately for each Sub-account. To
determine the Account Value in each Sub-account we multiply the Unit Price as of the Valuation Period for which
the calculation is being made times the number of Units attributable to your Annuity in that Sub-account as of
that Valuation Period.


Units: The number of Units attributable to this Annuity in a Sub-account is the number of Units you purchased
less the number transferred or withdrawn. We determine the number of Units involved in any transaction specified
in dollars by dividing the dollar value of the transaction by the Unit Price of the affected Sub-account as of



the Valuation Period applicable to such transaction.

Unit Price: For each Sub-account the initial Unit Price was $10.00. The Unit Price for each subsequent period
is the net investment factor for that period, multiplied by the Unit Price for the immediately preceding
Valuation Period. The Unit Price for a Valuation Period applies to each day in the period.


Net Investment Factor: Each Sub-account has a net investment factor. The net investment factor is an index that
measures the investment performance of and charges assessed against a Sub-account from one Valuation Period to
the next.



The net investment factor for a Valuation Period is (a) divided by (b), less (c); where:


(a) is the net result of :


(1) the net asset value per share of the underlying mutual fund shares held by that
Sub-account at the end of the current Valuation Period plus the per share amount of
any dividend or capital gain distribution declared and unpaid by the underlying mutual
fund during that Valuation Period; plus or minus







MDLV/IND(10/00)-12 12


(2) any per share charge or credit during the Valuation Period as a provision for taxes
attributable to the operation or maintenance of that Sub-account.



(b) is the net result of :


(1) the net asset value per share plus any declared and unpaid dividends per share of the
underlying mutual fund shares held in that Sub-account at the end of the preceding
Valuation Period; plus or minus


(2) any per share charge or credit during the preceding Valuation Period as a provision
for taxes attributable to the operation or maintenance of the Sub-account.


(c) is the insurance charge.


We value the assets in the Sub-accounts at their fair market value in accordance with accepted accounting
practices and applicable laws and regulations. The net investment factor may be greater than, equal to, or less
than one.


Account Value of the Fixed Allocations: We determine the Account Value of each Fixed Allocation separately. A
Fixed Allocation's Account Value as of a particular date is determined by multiplying its then current Interim
Value times the MVA.


A formula is used to determine the MVA. The formula is applied separately to each Fixed Allocation. Values and
time durations used in the formula are as of the date for which the Account Value is being determined. The
formula is: [ (1+I) /(1+J+0.0010)] N/365; where:


I is (a) plus (b); where:


(a) is the Strip Yield as of the date the Guarantee Period began (or if no Strip
Yields are available on such date, the most recent applicable Strip Yield
available to us prior to such date) for Strips maturing at the end of the
applicable Fixed Allocation's Guarantee Period. If there are no Strips



maturing at that time, we use the Strip Yield for the Strips maturing as soon
as possible after the Guarantee Period ends; and


(b) is the Option-adjusted Spread associated with the Merrill Lynch 1 to 10 year
Investment Grade Corporate Bond Index based on bond prices as of the close of
trading on the date the Guarantee Period began (or if no Option-adjusted
Spread is available on such date, the most recent applicable Option-adjusted
Spread available to us prior to such date).


J is (c) plus (d); where


(c) is the Strip Yield as of the date the MVA formula is to be applied (or if no
Strip Yields are available on such date, the most recent applicable Strip
Yield available to us prior to such date) for Strips maturing at the end of
the applicable Fixed Allocation's Guarantee Period. If there are no Strips
maturing at that time, we use the Strip Yield for the Strips maturing as soon
as possible after the Guarantee Period ends; and


(d) is the Option-adjusted Spread associated with the Merrill Lynch 1 to10 year
Investment Grade Corporate Bond Index based on bond prices as of the close of
trading on the date the MVA formula is to be applied (or if no Option-adjusted
Spread is available on such date, the most recent applicable Option-adjusted

Spread available to us prior to such date).

N is the number of days remaining in such Fixed Allocation's Guarantee Period.







MDLV/IND(10/00)-13 13
No MVA applies:


(1) In determining a Fixed Allocation's Account Value on its Maturity Date or during the period
beginning 30 days prior to its Maturity Date;


(2) To periodic withdrawals from a Fixed Allocation that you schedule in advance with our consent
(we may limit the Guarantee Periods we make available for such a program);


(3) To periodic transfers from a Fixed Allocation that you schedule in advance with our consent (we
may limit the Guarantee Periods we make available for such a program); and


(4) To the death benefit.



If the United States Treasury discontinues offering any of the applicable certificates of indebtedness upon which
Strips are based or if there is any disruption in the market for Strips that would have an impact on our ability
to obtain market valuations for such instruments, we will substitute indexes which in our opinion are
comparable. If the Merrill Lynch 1 to 10 year Investment Grade Corporate Bond Index of Option-adjusted Spreads
is discontinued, or if there is any disruption in the market for investment grade bonds or options on such bonds
that would impact the ability to calculate the index, we will substitute a comparable index. If required for
subsitution of either or both indexes, we will obtain prior approval from the Securities and Exchange Commission
so long as required by law and any other required approvals.


ALLOCATION RULES


You may allocate your Account Value among the investment options we make available. The variable investment
options are Sub-accounts of the Variable Separate Account. The fixed investment options are the Guarantee
Periods we make available for Fixed Allocations. In the Accumulation Period, you may maintain Account Value in



up to twenty Sub-accounts. You may also maintain an unlimited number of Fixed Allocations; however, we reserve
the right to limit the amount you may allocate to any Fixed Allocation. Should you request a transaction that
would leave less than any minimum amount we then require in an investment option, we reserve the right, to the
extent permitted by law, to add the balance of your Account Value in the applicable Sub-account or Fixed
Allocation to the transaction and close out your balance in that investment option.


If you request automatic transfer programs, including, but not limited to any market timing or asset allocation
strategies provided by an independent third party, we direct all allocations while your Annuity is subject to
such an arrangement to the same investment options and in the same proportions as then required pursuant to the
applicable program, unless you provide us with other instructions. We no longer make any such directions
regarding allocations once we receive notice acceptable to us that your participation in any such investment
allocation program has ended.


Withdrawals of any type are taken pro-rata from the investment options based on the then current Account Values
in such investment options unless we receive other instructions from you prior to such withdrawal. If no
instructions are provided for determining the amounts to be taken from each investment option, then the Account
Value in all your then current Fixed Allocations is deemed to be in one investment option. If you transfer or
withdraw Account Value from multiple Fixed Allocations and do not provide instructions indicating the Fixed
Allocations from which Account Value should be taken: (a) we take Account Value first from the Fixed Allocation
with the shortest amount of time remaining to the end of its Guarantee Period, and then from the Fixed Allocation
with the next shortest amount of time remaining to the end of its Guarantee Period, etc.; and (b) if there are
multiple Fixed Allocations with the same amount of time left in each Guarantee Period, as between such Fixed
Allocations we first take Account Value from the Fixed Allocation that has the shorter Guarantee Period.






MDLV/IND(10/00)-14 14
TRANSFERS


General: In the Accumulation Period you may transfer Account Value between investment options, subject to the
allocation rules herein. The amount we charge is shown in the Schedule. Renewals or transfers of Account Value
from a Fixed Allocation at the end of its Guarantee Period are not subject to the transfer charge and are not
counted in determining whether other transfers may be subject to the transfer charge. Your transfer request must
be In Writing unless we receive a prior written authorization from you permitting transfers based on instructions
we receive over the phone or via other means acceptable to us in our sole discretion.


We reserve the right to require two business days prior to any transfer into or out of a Fixed Allocation if the
amount transferred exceeds $500,000.


Where permitted by law, we may accept your authorization of a third party to transfer Account Values on your
behalf. We may suspend or cancel such acceptance at any time. We give you prior notification of any such
suspension or cancellation. We may restrict the investment options that will be available to you for transfers
or allocations of Net Purchase Payments during any period in which you authorize such third party to act on your
behalf. We give the third party you authorize prior notification of any such restrictions. However, we will not
enforce such a restriction if we are provided evidence satisfactory to us that: (a) such third party has been
appointed by a court of competent jurisdiction to act on your behalf; or (b) such third party has been appointed
by you to act on your behalf for all your financial affairs.


We reserve the right to limit the number of transfers in any Annuity Year for all existing or new Owners in order
to preserve the tax status of your Annuity. We also reserve the right to limit the number of transfers in any
Annuity Year or to refuse any transfer request for an Owner or certain Owners if we believe that: (a) excessive
trading by such Owner or Owners or a specific transfer request or group of transfer requests may have a
detrimental effect on Unit Values or the share prices of the underlying mutual funds; or (b) we are informed by
one or more of the underlying mutual funds that the purchase or redemption of shares is to be restricted because
of excessive trading or a specific transfer or group of transfers is deemed to have a detrimental effect on share
prices of affected underlying mutual funds.


Maturity: A Fixed Allocation ends on its Maturity Date at the end of the Guarantee Period. You may elect to



start a new Fixed Allocation for a Guarantee Period of equal duration, if we are then making that duration
available. You also may transfer all or part of that Fixed Allocation's Account Value to start a different Fixed
Allocation or you may transfer such Account Value to one or more Sub-accounts, subject to our allocation rules.
We must receive instructions from you In Writing at least two business days before the Maturity Date. No MVA
applies to transfers of a Fixed Allocation's Account Value occurring as of its Maturity Date or thirty days prior
thereto. If we do not receive instructions from you at least two business days before the Maturity Date, we
allocate the Account Value in the maturing Fixed Allocation to the money market investment option, unless the
Maturity Date is the date we apply your Account Value to determine the annuity payments that begin on the Annuity
Date.


DISTRIBUTIONS


Surrender: Surrender of your Annuity for its Surrender Value is permitted during the Accumulation Period. A
contingent deferred sales charge, tax charges and the maintenance fee may apply to such surrender. You must send
your Annuity and surrender request In Writing to our Office.


Free Withdrawals: Each Annuity Year in the Accumulation Period you may withdraw a limited amount of Account
Value without application of any applicable contingent deferred sales charge. The minimum withdrawal amount and
the minimum Surrender Value after a withdrawal are shown in the Schedule.






MDLV/IND(10/00)-15 15
The maximum amount available as a free withdrawal is an amount equal to 10% of all Purchase Payments each Annuity

Year. The contingent deferred sales charge applies to withdrawals exceeding the maximum free withdrawal amount.
Amounts withdrawn as free withdrawals are not treated as a withdrawal of Purchase Payments.


After the period during which the contingent deferred sales charge would apply to withdrawal of any Purchase
Payments, you may withdraw all or a portion of your Surrender Value without application of any contingent
deferred sales charge, subject to minimum withdrawal amount and the minimum Surrender Value after a withdrawal.
The period during which the contingent deferred sales charge applies is shown in the Schedule.


Partial Withdrawals: You may withdraw part of your Surrender Value. The minimum withdrawal amount and the
minimum Surrender Value after a withdrawal are shown in the Schedule. If the amount of the partial withdrawal
request exceeds the maximum amount available, we reserve the right to treat your request as one for a full
surrender.


For a partial withdrawal that occurs while the contingent deferred sales charge applies, that charge is assessed
against any Purchase Payments withdrawn. In order to determine whether the contingent deferred sales charge
applies to withdrawals during this period, amounts are deemed to be withdrawn from your Annuity in the following
order:


(a) From any amount then available as a free withdrawal; then from


(b) Purchase Payments; then from


(c) Any other Account Value.


Minimum Distributions: You may elect to have us calculate Minimum Distributions annually if your Annuity is
being used for certain qualified purposes under the Internal Revenue Code. We calculate such amounts assuming
the Minimum Distribution amount is based solely on the value of your Annuity. The Minimum Distribution amounts
applicable to you may depend on other annuities, savings or investments of which we are unaware. You may elect
to have the Minimum Distribution paid out monthly, quarterly, semi-annually or annually.


Each Minimum Distribution will be taken from the investment options you select. However, the portion of any
Minimum Distribution that can be taken from any Fixed Allocations may not exceed the then current ratio between
your Account Value in all Fixed Allocations you maintain and your total Account Value. No MVA applies to any
portion of Minimum Distributions taken from Fixed Allocations.





No contingent deferred sales charge is assessed against amounts withdrawn as part of a program designed to
distribute Minimum Distributions over your life or life expectancy, but only to the extent of the Minimum
Distribution required from your Annuity at the time it is taken. The contingent deferred sales charge may apply
to additional amounts withdrawn to meet minimum distribution requirements in relation to other retirement
programs you may maintain.


Amounts withdrawn as Minimum Distributions are considered to come first from the amounts available as a free
withdrawal as of the date of the yearly calculation of the Minimum Distribution amount. Minimum Distributions
over that amount to meet the requirements based on your Annuity are not deemed to be a liquidation of Purchase
Payments.






MDLV/IND(10/00)-16 16
Death Benefit: In the Accumulation Period, a death benefit is payable. If there is more than one Owner, such
Owners being natural persons, the death benefit is payable upon the first death of such Owners. If the Annuity
is owned by an entity, the death benefit is payable upon the Annuitant's death, if there is no Contingent
Annuitant. If a Contingent Annuitant was designated before the Annuitant's death and the Annuitant dies, the
Contingent Annuitant then becomes the Annuitant.


In the Payout Period, we distribute any payments due subsequent to an Owner's death at least as rapidly as under
the method of distribution in effect as of the date of such Owner's death. If the Annuitant is not an Owner and
the Annuitant dies before the Annuity Date, the Contingent Annuitant will become the Annuitant. In the Payout
Period, subsequent to the death of the Annuitant, we continue to pay any "certain" payments (payments not
contingent on the continuance of any life) to the Beneficiary.


The person upon whose death the death benefit is payable is referred to below as the "decedent". For purposes of
this death benefit provision, "withdrawals" means withdrawals of any type (including free withdrawals, partial
withdrawals, charges for optional benefits, Minimum Distributions) before assessment of any applicable contingent
deferred sales charge and after any applicable MVA. For purposes of this provision, persons named Owner or
Annuitant within 60 days of the Issue Date are treated as if they were an Owner or Annuitant on the Issue Date.


The death benefit is as follows, and is subject to the conditions described in (1) and(2) below:


(1) The death benefit is the greater of (a) or (b), where:


(a) is your Account Value in any Sub-accounts plus the Interim Value of any Fixed
Allocations; and


(b) is the minimum death benefit ("Minimum Death Benefit"). The Minimum Death Benefit is
the sum of all Purchase Payments reduced proportionately by the amount of any
withdrawals. Each withdrawal reduces the Purchase Payments by the same ratio as the
amount of the withdrawal to the Account Value prior to the withdrawal.


(2) If a decedent was not named an Owner or Annuitant as of the Issue Date and did not become such
as a result of a prior Owner's or Annuitant's death, the Minimum Death Benefit is suspended as
to that person for a two year period from the date he or she first became an Owner or
Annuitant. After the suspension period is completed, the death benefit is the same as if such
person had been an Owner or Annuitant on the Issue Date. During the suspension period, the
death benefit is your Account Value in Sub-accounts plus the Interim Value of any Fixed
Allocations.


The amount of the death benefit is determined as of the date we receive In Writing due proof of death. It is
reduced by any annuity payments made prior to the date we receive In Writing due proof of death. As of that
date we transfer all amounts due each Beneficiary to the money market sub-account unless we have all instructions
required to the pay the amount due.





In order to pay a Beneficiary the amount due, we require: (a) all representations we require or which are
mandated by applicable law or regulation in relation to the death claim and the payment of death proceeds; and
(b) any applicable election of the mode of payment of the death benefit, if not previously elected by the Owner.


In the event of death during the Accumulation Period, the benefit must be distributed within (a) five years of
the date of death; or (b) over a period not extending beyond the life expectancy of the Beneficiary or over the
life of the Beneficiary. Distribution after a decedent's death to be paid under (b) above, must commence within
one year of the date of death. Except as noted below in the spousal continuation provision, we assume that the
death benefit is to be paid out under (a), above, unless we receive a different election.





MDLV/IND(10/00)-17 17
Spousal Continuation: There are two situations where the Annuity may continue subsequent to a death during the
Accumulation Period such that we may increase your Account Value. These situations are:


(a) When a spouse who is the sole Beneficiary continues the Annuity; and


(b) When the Annuity is not owned by a natural person and the contingent Annuitant is the spouse of
the decedent.


Any increase then due is the addition to the Account Value that would be payable if the death benefit were to be
paid out as a lump sum. This increase is added as of the date we receive due proof of death of the decedent and
evidence In Writing we may require of the spousal relationship as of the date of death.


We assume a spouse who is the sole Beneficiary elects to continue the Annuity unless we receive instructions to
pay the death benefit.


Applicability of any Minimum Death Benefit subsequently depends on whether, as of the date the Annuity is

continued by a spouse Beneficiary or a spouse contingent Annuitant becomes the Annuitant as described above, such
spouse is then of an age to be eligible for such Minimum Death Benefit. We subsequently calculate the Minimum
Death Benefit:


(a) using the Account Value, including any increase, as of the date the death benefit would have
otherwise been payable as if it were a Purchase Payment; and


(b) we ignore all Purchase Payments, withdrawals and values applicable to such death benefit that
occurred before such date.


Annuity Payments: Annuity payments can be guaranteed for life, for a certain period, or for a certain period and
life. We make available fixed payments. You may choose an Annuity Date, an annuity option and the frequency of
annuity payments. Your choice of Annuity Date and annuity option may be limited depending on your use of the
Annuity.


You may change your choices at any time up to 30 days before the earlier of: (a) the date we would have applied
your Account Value to an annuity option had you not made the change; or (b) the date we will apply your Account
Value to an annuity option in relation to the new Annuity Date you are then selecting. You must request this
change In Writing. The Annuity Date must be the first or the fifteenth day of a calendar month. We may require
the Annuity Date be not less than one year after the Issue Date.


In the absence of an election In Writing: (a) the Annuity Date is the first day of the calendar month first
following the later of the Annuitant's 85th birthday or the fifth anniversary of our receipt at our Office of
your request to purchase an Annuity; and (b) where allowed by law, monthly payments will commence under option 2,
described below, with 10 years certain. In determining your annuity payments, we credit interest using our then
current crediting rate for this purpose, which is not less than 3% of interest per year, to your Account Value
between the date Account Value is applied to an annuity option and the Annuity Date. If there is any remaining
contingent deferred sales charge applicable as of the Annuity Date, then the annuity option you select must
include a certain period of not less than 5 years duration. Annuity options in addition to those shown are
available with our consent.





You may elect to have any amount of the proceeds due to the Beneficiary applied under any of the options
described below or any other options we then make available. Except where a lower amount is required by law, the
minimum monthly annuity payment is as shown in the Schedule. In the absence of an election prior to the proceeds
becoming due, the Beneficiary may make such an election. However, if you made an election, the Beneficiary may
not alter such election. Such election must be made In Writing within one year after proceeds are payable.






MDLV/IND(10/00)-18 18
For purposes of the annuity options described below, the term "key life" means the person or persons upon whose
life any payments dependent upon the continuation of life are based.


(a) Option 1 - Payments for Life: Under this option, income is payable periodically prior to the
death of the key life, terminating with the last payment due prior to such death.


(b) Option 2 - Payments for Life with 10, 15, or 20 Years Certain: Under this option, income is
payable periodically for 10, 15, or 20 years, as selected, and thereafter until the death of the key life.
Should the death of the key life occur before the end of the period selected, the remaining payments are paid to
the Beneficiary to the end of such period.


(c) Option 3 - Payments Based on Joint Lives: Under this option, income is payable periodically
during the joint lifetime of two key lives, and thereafter during the remaining lifetime of the survivor, ceasing
with the last payment prior to the survivor's death.


(d) Option 4 - Payments for a Certain Period: Under this option, income is payable periodically
for a specified number of years. The number of years is subject to our then current rules. Should the payee die
before the end of the specified number of years, the remaining payments are paid to the Beneficiary to the end of
such period.


The first periodic payment is determined by multiplying the portion of the Account Value being allocated to
purchase annuity payments (expressed in thousands of dollars), plus interest at not less than 3% per year from
the date the Account Value is applied to the annuity option to the Annuity Date, by the amount of the first
periodic payment per $1,000 of value obtained from our annuity rates for that type of annuity and for the
frequency of payment selected. These rates will not be less than those shown in the Annuity Tables shown herein.


We reserve the right to require submission prior to commencement of any annuity payments of evidence satisfactory
to us of the age of any key life upon whose life payment amounts are calculated.


Pricing Of Transfers And Distributions: Subject to our right to defer transactions for a limited period, we
"price" transfers and distributions on the dates indicated below. The pricing of transfers and distributions
involving Sub-accounts includes the determination of the applicable Unit Price, for the Units transferred or
distributed. The pricing of transfers and distributions involving Fixed Allocations includes the determination
of any applicable MVA. Any applicable MVA alters the amount available when all the Account Value in a Fixed
Allocation is being transferred or distributed. Any applicable MVA alters the amount of Interim Value needed
when only a portion of the Account Value is being transferred or distributed. Unit Prices may change each
Valuation Period to reflect the investment performance of the Sub-accounts. The MVA may change daily to reflect
the passage of time and the change in the applicable index.


(a) We price "scheduled" transfers and distributions as of the date such transactions are so
scheduled. "Scheduled" transactions include transfers previously scheduled with us, including, but not limited
to, periodic payments of Minimum Distributions and annuity payments.


(b) We price "unscheduled" transfers, including transfers under an automatic transfer program that
were not scheduled with us, partial withdrawals and free withdrawals as of the date we receive In Writing at our
Office the request for such transactions.


(c) We price any distribution subject to provisions of due proof as of the date we receive at our



Office all materials we require for such transactions and such materials are satisfactory to us.





MDLV/IND(10/00)-19 19
GENERAL PROVISIONS


Entire Contract: This Annuity, including any attached riders or endorsements, the attached copy of any
application form and any supplemental applications and endorsements are the entire contract. All statements made
in any application are deemed to be representations and not warranties. No statement is used to void the
contract or an Annuity or defend against a claim unless it is contained in any application.


Only our President, a Vice President or Secretary may change or waive any provisions of the contract or of any
Annuity. Any change or waiver must be In Writing. We are not bound by any promises or representations made by
or to any other person.


Misstatement of Age or Sex: If there has been a misstatement of the age and/or sex of any person upon whose life
annuity payments, the minimum death benefit or any increase to Account Value under the Spousal Continuation
provision are based, we make adjustments to conform to the facts. As to annuity payments: (a) any underpayments
by us will be remedied on the next payment following correction; and (b) any overpayments by us will be charged
against future amounts payable by us under your Annuity.


Transfers, Assignments or Pledges: Generally, your rights in an Annuity may be transferred, assigned or pledged
for loans at any time. However, these rights may be limited depending on your use of the Annuity. You may
transfer, assign or pledge your rights to another person at any time, prior to any death upon which the death
benefit is payable. You must request a transfer or provide us a copy of the assignment In Writing. A transfer
or assignment is subject to our acceptance. Prior to receipt of this notice, we will not be deemed to know of or
be obligated under any assignment prior to our receipt and acceptance thereof. We assume no responsibility for
the validity or sufficiency of any assignment. During any period we consider your Annuity subject to an
assignment, the rights of any revocable Beneficiary are subordinate to those of any assignee. There may be
income tax consequences of transfers, assignments or pledges.


Nonparticipation: The contract does not share in our profits or surplus earnings.

Deferral of Transactions: We may defer any annuity payment for a period not to exceed the lesser of 6 months or
the period permitted by law. If we defer a distribution or transfer from any Fixed Allocation or any fixed
annuity payout for more than thirty days, we pay interest of at least 3% per year on the amount deferred. We may
defer any distribution from any Sub-account or any transfer from a Sub-account for a period not to exceed 7
calendar days from the date the transaction is effected. Any other deferral period begins on the date such
distribution or transfer would otherwise have been transacted.


All transactions into, out of or based on any Sub-account may be postponed whenever (1) the New York Stock
Exchange is closed (other than customary holidays or weekends) or trading on the New York Stock Exchange is
restricted as determined by the SEC; (2) the SEC permits postponement and so orders; or (3) the SEC determines
that an emergency exists making valuation or disposal of securities not reasonably practical.


Elections, Designations, Changes and Requests: All elections, designations, changes and requests must be In
Writing and are effective only after they have been approved by us, subject to any transactions made by us before
receipt of such notices. We inform you of any changes to your Annuity that materially affect your rights. We
reserve the right to require that this Annuity be returned to our Office for endorsement of any change affecting
this Annuity.


Claims of Creditors: To the extent permitted by law, no payment under this Annuity is subject to the claims of
the creditors of the Owner, you or any other owner, Annuitant or Beneficiary.









MDLV/IND(10/00)-20 20
Proof of Survival: The payment of any annuity is subject to evidence satisfactory to us that the payee is alive
on the date such payment is otherwise due.


Tax Reporting: We intend to make all required regulatory reports regarding taxable events in relation to this
Annuity. Such events may include, but are not limited to: (a) annuity payments; (b) payment of death benefits;
(c) other distributions from the Annuity; and (d) assignments.


Facility of Payment: We reserve the right, in settlement of full liability, to make payments to a guardian,
conservator or other legal representative if a payee is legally incompetent.


Participation and Termination of Certain Programs We May Offer: To elect to participate or to terminate
participation in any program we may offer, we may require receipt at our Office of a request In Writing on a form
satisfactory to us.


Reports to You: We provide reports to you during the Accumulation Period. We will provide you with reports at
least once each quarter that you maintain Account Values in the Sub-accounts. We will provide you with reports
once a year if you maintain Account Value only in one or more Fixed Allocations. You may request additional
reports. We reserve the right to charge up to $50 for each such additional report.


Reserved Rights: In addition to rights specifically reserved elsewhere in this Annuity, we reserve the right to
any or all of the following: (a) combine a Sub-account with other Sub-accounts; (b) combine the Variable
Separate Account shown in the Schedule with other "unitized" separate accounts; (c) terminate offering certain
Guarantee Periods for new or renewing Fixed Allocations; (d) combine the Fixed Separate Account shown in the
Schedule with other "non-unitized separate accounts; (e) deregister the Variable Separate Account shown in the
Schedule under the Investment Company Act of 1940; (f) operate the Variable Separate Account shown in the
Schedule as a management investment company under the Investment Company Act of 1940 or in any other form
permitted by law; (g) make changes required by any change in the Securities Act of 1933, the Exchange Act of 1934
or the Investment Company Act of 1940; (h) make changes that are necessary to maintain the tax status of your
Annuity, any rider, amendment or endorsement attached hereto or any charge or distribution from your Annuity
under the Internal Revenue Code; and (i) make changes required by any change in other Federal or state laws
relating to retirement annuities or annuity contracts.


We may eliminate Sub-accounts, or substitute one or more new underlying mutual funds or portfolios for the one in
which a Sub-account is invested. Substitutions may be necessary if we believe an underlying mutual fund or

portfolio no longer suits the purpose of the Annuity. This may happen due to a change in laws or regulations, or
a change in the investment objectives or restrictions of an underlying mutual fund or portfolio, or because the
underlying mutual fund or portfolio is no longer available for investment, or for some other reason. We would
obtain prior approval from the insurance department of our state of domicile, if so required by law, before
making such a substitution, deletion or addition. We also would obtain prior approval from the SEC so long as
required by law, and any other required approvals before making such a substitution, deletion or addition.


ANNUITY TABLES


The attached tables show the minimum dollar amount of each monthly payment for each $1,000 applied under the
options. The amounts payable when annuity payments commence may be higher, based on our then current assumptions
as to interest, expenses and mortality, but will not be lower.


Under options one and two, the amount of each payment depends on the age and sex, if applicable, of the payee at
the time the first payment is due. Under option three, the amount of each payment depends on the age and sex, if
applicable, of both payees at the time the first payment is due. No election can be changed once payments begin.






MDLV/IND(10/00)-21 21
The tables shown are based on interest at 3% per year compounded annually and the a2000 Individual Annuity
Mortality Table or the appropriate variation of such Table with genderless rates when applicable to the Annuity



in order to meet Federal requirements in relation to the usage of such Annuity.

The payee's settlement age is the payee's age, last birthday, on the date of the first payment, minus the age
adjustment. The age adjustments are shown below. They are based on the date of the first payment. The age
adjustment does not exceed the age of the payee.




Annuitization Attained Age
Year Set Back
2001 - 2009 1
2010 - 2019 2
2020 and later 3


Amount of Monthly Payment For Each $1,000 Applied
(Based on 3% Annual Interest Rate)


First and Second Options - Single Life Annuities with:


Male Payee with Female Payee with
Monthly Payments Guaranteed Monthly Payments Guaranteed
--------------------------- ---------------------------
None 120 180 240 None 120 180 240
Age $ $ $ $ $ $ $ $
---
50 4.08 4.05 4.01 3.95 3.83 3.81 3.79 3.76
55 4.47 4.41 4.34 4.24 4.15 4.13 4.09 4.03
60 4.98 4.88 4.75 4.56 4.59 4.54 4.47 4.35
65 5.69 5.49 5.23 4.88 5.18 5.07 4.93 4.71
70 6.67 6.23 5.73 5.17 6.01 5.78 5.47 5.05
75 8.03 7.08 6.20 5.36 7.23 6.67 6.03 5.31
80 9.92 7.95 6.55 5.46 9.03 7.67 6.47 5.45


Third Option - Joint and Last Survivor Annuity


Age of Female Payee
-------------------
Age of 35 40 45 50 55 60 65 70 75 80

Male Payee $ $ $ $ $ $ $ $ $ $
----------
50 3.16 3.27 3.40 3.53 3.65 3.76 3.86 3.93 3.99 4.02
55 3.18 3.30 3.45 3.61 3.78 3.94 4.08 4.21 4.30 4.37
60 3.19 3.33 3.49 3.68 3.88 4.10 4.32 4.52 4.68 4.80
65 3.20 3.34 3.52 3.73 3.97 4.25 4.55 4.84 5.11 5.33
70 3.21 3.36 3.54 3.76 4.04 4.36 4.74 5.16 5.57 5.94
75 3.21 3.36 3.55 3.79 4.08 4.45 4.90 5.43 6.02 6.61
80 3.21 3.37 3.56 3.80 4.11 4.50 5.01 5.64 6.41 7.26



Fourth Option - Payments for a Designated Period


Amount of Amount of Amount of Amount of
No. of Monthly No. of Monthly No. of Monthly No. of Monthly
Years Payments Years Payments Years Payments Years Payments
----- -------- ----- -------- ----- -------- ----- --------
10 9.61 16 6.53 22 5.15 28 4.37
11 8.86 17 6.23 23 4.99 29 4.27
12 8.24 18 5.96 24 4.84 30 4.18
13 7.71 19 5.73 25 4.71
14 7.26 20 5.51 26 4.59



15 6.87 21 5.32 27 4.47









MDLV/IND(10/00)-22 22
AMERICAN SKANDIA LIFE ASSURANCE CORPORATION


Shelton, Connecticut


(A Stock Company)






























INDIVIDUAL DEFERRED ANNUITY
NON-PARTICIPATING
VARIABLE AND FIXED INVESTMENT OPTIONS IN THE ACCUMULATION PERIOD


IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES PROVIDED UNDER THE VARIABLE INVESTMENT OPTIONS ARE BASED ON THEIR INVESTMENT PERFORMANCE AND ARE, THEREFORE, NOT GUARANTEED. PLEASE REFER TO THE SECTION ENTITLED "ACCOUNT VALUE IN THE SUB-ACCOUNTS" FOR A MORE COMPLETE EXPLANATION.


IN THE ACCUMULATION PERIOD ANY PAYMENTS AND VALUES PROVIDED UNDER THE FIXED INVESTMENT OPTIONS MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT. SUCH A MARKET VALUE ADJUSTMENT MAY INCREASE OR DECREASE ANY SUCH PAYMENTS OR VALUES. PLEASE REFER TO THE SECTION ENTITLED "ACCOUNT VALUE OF THE FIXED ALLOCATIONS" FOR A MORE COMPLETE EXPLANATION.








1
END-PDB(10/00)-01
American Skandia Life Assurance Corporation
One Corporate Drive, P.O. Box 883,
Shelton, Connecticut 06484


Endorsement - Percentage Death Benefit


This Endorsement is attached to either an individual deferred annuity or to a certificate representing interest in a group
deferred annuity. If attached to a certificate, the term "Owner" below is replaced by the term "Participant." If the terms of the
contract and those of this Endorsement conflict, the provisions of this Endorsement shall control. The benefit provided pursuant to the terms of this Endorsement is a "Percentage Death Benefit".


Effective Date: The effective date for the Percentage Death Benefit described in this Endorsement is shown in the Schedule
Supplement.


Death Benefit: During the Accumulation Period we add the amount payable under this Percentage Death Benefit to any other death benefit payable under this Annuity or any applicable amendment, rider or endorsement attached thereto. The method of calculating the Percentage Death Benefit is described in this Endorsement. The provisions applicable to any other death benefit are described in your Annuity or any applicable amendment, rider or endorsement attached to your Annuity. All such provisions regarding the eligibility, limits of applicability, including any suspension period due to a change in any designation, modes of payment to Beneficiaries or any other provision regarding the death benefit other than the method of calculation apply to this Percentage Death Benefit unless specifically indicated in this Endorsement. This Percentage Death Benefit does not replace any other death benefit provided.


Percentage Death Benefit: The Percentage Death Benefit depends on the Effective Date of this Endorsement and the circumstances under which it is elected.


If the Effective Date of this Endorsement is: (1) the Issue Date of the Annuity; (2) the date of any spousal continuation of the
Annuity; or (3) the date a spouse contingent Annuitant becomes the Annuitant when the Annuity is owned by an entity, then the Percentage Death Benefit is a percentage of the lesser of (a) and (b) where:


(a) is any "Growth" as defined below plus any amount added to the Account Value as of the date the death benefit is
payable resulting from any minimum death benefit provided by the Annuity or any applicable amendment, rider or
endorsement attached to it; and


(b) is the "maximum basis of the benefit" shown in the Schedule Supplement.


In all other circumstances where the Effective Date of this Endorsement is after the Issue Date of the Annuity to which it is
attached, the Percentage Death Benefit is the lesser of the applicable percentage of any "Growth" as defined below and the maximumbasis of the benefit shown in the Schedule Supplement.


The applicable percentage and the maximum basis of the benefit are shown in the Schedule Supplement.


"Growth" equals the Account Value in the Variable Sub-accounts and the Interim Value in the Fixed Accounts of the Annuity as of the date the death benefit becomes payable before addition of any amounts due pursuant to this Percentage Death Benefit or any minimum death benefit under the Annuity or any applicable amendment, rider or endorsement attached to it, less (a) and (b); where:


(a) is the "Purchase Payments" for the Annuity reduced proportionately by the amount of any withdrawals; and


(b) is an amount equal to any recovered "credits", as defined below.






2
END-PDB(10/00)-02
Each withdrawal reduces the Purchase Payments by the same ratio as the amount of the withdrawal to the Account Value prior



to such withdrawal.

"Credits" are amounts we may provide pursuant to your Annuity that, in accordance with its terms, are subject to recovery upon the death of the decedent if death occurs within a time period specified in your Annuity. Credits are recovered as provided in your
Annuity or any amendment thereto.


Charge for the benefit: Any charge for this benefit is deducted from your Account Value in arrears. The charge is a percentage of your Account Value as of the date the charge is assessed. The amount of the charge, the timing of the deduction and frequency with which we make the deduction are shown in the Schedule Supplement. We deduct the charge pro-rata first from the Account Value in the variable investment options of your Annuity. When there is not sufficient Account Value in the variable investment options to pay the charge, we deduct any remaining portion of the charge from any fixed investment options. Any amounts deducted from the fixed investment options will be deducted first from the Fixed Allocation with the shortest amount of time remaining to the end of its Guarantee Period, and then from the Fixed Allocation with the next shortest amount of time remaining to the end of its Guarantee Period, etc.; and if there are multiple Fixed Allocations with the same amount of time left in each Guarantee Period, as between such Fixed Allocations we first take Account Value from the Fixed Allocation that has the shorter Guarantee Period. No market value adjustment applies to any deduction for this purpose from the fixed investment options.


If the Effective Date of this benefit is other than the Issue Date of the Annuity, the initial charge will be calculated pro-rata
for the period from the Effective Date to the date the first charge is due.


We make a final charge if: (1) the Percentage Death Benefit is terminated for any reason other than this benefit being paid; (2)
you surrender your Annuity; or (3) you elect to begin Annuity Payments. Any final charge due is a pro-rata amount of the charge for this benefit for the period from the last deduction, or the Effective Date of this benefit if payable before the date of the first charge, until the date the final charge is payable.


Effective Date after the Issue Date: For purposes of this Percentage Death Benefit, if the Effective Date shown in the Schedule
Supplement is after the Annuity's Issue Date:


(a) We treat your Account Value on the effective date of this Endorsement as if it was a Purchase Payment; and


(b) We ignore all Purchase Payments and withdrawals that occurred before this Endorsement's Effective Date.


Exchanges: We do not guarantee that this benefit will be available upon an exchange of the Annuity to which this Endorsement is attached to any other annuity we offer. However, should this Endorsement be attached to an Annuity issued as a result of an exchange of a prior annuity we issued, then all calculations and limitations based on Purchase Payments described in this Endorsement and on the Schedule Supplement are based on:


(a) all Purchase Payments applicable to the benefit prior to such exchange; plus


(b) all Purchase Payments for the Annuity to which this Endorsement is attached other than the initial Purchase Payment.


Elective Termination: You may terminate this benefit at any time by contacting us at our Office, as defined in the Annuity. We may require you to submit this Endorsement and the Schedule Supplement.






3
END-PDB(10/00)-03
Termination on Payment of the Benefit: Except as specified below, this Percentage Death Benefit ends upon payment of any amount due according to the terms of this Endorsement. The Percentage Death Benefit may "restart" if a spouse who is the sole Beneficiary elects to continue the Annuity or, while the Annuity is owned by an entity, the Annuitant dies and any contingent Annuitant is the spouse of the Annuitant. The Percentage Death Benefit will only restart if the applicable sole spouse Beneficiary or contingent Annuitant is eligible for this benefit as of the date of any such "restart". If the Percentage Death Benefit "restarts", then we treat your Account Value as of the date of due proof of the death of the decedent spouse or Annuitant, as applicable, as if it was a Purchase Payment; and ignore all Purchase Payments and withdrawals that occurred before that date.





Termination Due to Deemed Distribution of all Taxable Gain: We reserve the right to terminate this Percentage Death Benefit as of the effective date of any transaction which we, in our sole discretion, consider to result in all the taxable gain in your Annuity being deemed distributed under applicable provisions of the Internal Revenue Code of 1986, as amended from time to time. Such transactions include, but are not limited to, a loan from the Annuity, if permitted, a pledge or assignment of the Annuity as collateral or for any other purpose, or a transfer to a new owner without adequate consideration.


Termination Upon Change in the Tax Treatment of the Annuity: Unless we otherwise agree, this Percentage Death Benefit is
terminated as of the effective date of any transaction which we, in our sole discretion, consider to result in a change in usage
of the Annuity to which this Endorsement is attached, to the extent that such change would alter the applicable treatment of the
Annuity under the Internal Revenue Code.


Termination or Modification to Comply with Tax Requirements: We may terminate or modify this Percentage Death Benefit if, in our sole discretion, we determine that this benefit or any feature thereof has an adverse impact on the income taxation of the Annuity to which it is attached, the benefit payable pursuant to this Endorsement or the tax treatment of the charges for this benefit. We will notify you if coverage is terminated or modified for these reasons. Should we modify this benefit due to tax reasons, we will offer you the opportunity to terminate coverage.




AMERICAN SKANDIA LIFE ASSURANCE CORPORATION





------------------------------------------
President