PROSPECTUS                                                           MAY 1, 2009

       ===================================================================
                         MEMBERS(R) VARIABLE ANNUITY III
              A FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT
                                    ISSUED BY
                          CUNA MUTUAL INSURANCE SOCIETY
       ===================================================================

In this Prospectus, you will find information you should know before investing.
Please read it carefully and keep it for future reference. The Contract is
available to individuals, or in connection with retirement plans, including
plans that qualify for special federal tax treatment under the Code.

The Contract offers you the opportunity to accumulate Contract Value and
provides for the payment of annuity benefits. Under certain conditions, you may
also to elect to have Purchase Payment Credits added to your Contract Value for
each purchase payment you make. The overall expenses of a Contract with Purchase
Payment Credits may be higher than a Contract that does not have Purchase
Payment Credits. You should know that over time and under certain circumstances
(such as an extended period of poor market performance), the costs associated
with the Purchase Payment Credits may exceed the sum of the Purchase Payment
Credits and any related earnings. You should consider this possibility before
electing that optional benefit.

The Contract is supported by the assets of the CUNA Mutual Variable Annuity
Account, a separate account of CUNA Mutual Insurance Society ("we", "our" or
"us"), which is divided into Subaccounts that each invest in a Fund. The
investment performance of the Subaccounts you select will affect your Contract
Value, as well as any Income Payments. You bear the entire investment risk on
any amounts you allocate to these Subaccounts. There is a Subaccount that
invests in each of the following Funds. This Prospectus is accompanied by a
current prospectus for these Funds.

                                                                              
ULTRA SERIES FUND(1)             AIM VARIABLE INSURANCE FUNDS                       PIMCO VARIABLE INSURANCE TRUST
Conservative Allocation Fund     AIM V.I. Global Real Estate Fund                   CommodityRealReturn(TM) Strategy
Moderate Allocation Fund                                                            Portfolio
Aggressive Allocation Fund       FRANKLIN TEMPLETON VARIABLE INSURANCE              Total Return Portfolio
Money Market Fund                   PRODUCTS TRUST                                  Global Bond Portfolio (Unhedged)
Bond Fund                        Franklin High Income Securities Fund
High Income Fund                 Franklin Income Securities Fund                    VAN KAMPEN LIFE INVESTMENT
Diversified Income Fund          Mutual Global Discovery Securities Fund (f/k/a     TRUST
Large Cap Value Fund             Mutual Discovery Securities Fund)                  Van Kampen Life Investment Trust
Large Cap Growth Fund                                                               Mid Cap Growth Portfolio
Mid Cap Value Fund               OPPENHEIMER VARIABLE ACCOUNT FUNDS                 Van Kampen Life Investment Trust
Mid Cap Growth Fund              Oppenheimer Main Street Small Cap Fund(R)/VA       Growth and Income Portfolio
Small Cap Value Fund             Oppenheimer Main Street Fund(R)/VA
Small Cap Growth Fund
International Stock Fund         PANORAMA SERIES FUND, INC.
Global Securities Fund           Oppenheimer International Growth Fund(R)/VA



   (1)There is a Subaccount that corresponds to each Ultra Series Fund's Class I
   and Class II shares.

The Statement of Additional Information ("SAI") contains additional information
about the Contract and the Variable Account. You will find its table of contents
on the last page of this Prospectus. The SAI has been filed with the Securities
and Exchange Commission ("SEC") and is incorporated by reference. You may obtain
a copy of the SAI dated May 1, 2009 free of charge by contacting us.
Additionally, the SEC maintains a website at http://www.sec.gov that contains
the SAI and other information.

Investment in a variable annuity contract is subject to risks, including the
possible loss of money. Unlike credit union and bank accounts, money invested in
the Variable Account is not insured. Money in the Variable Account is not
deposited in or guaranteed by any credit union or bank and is not guaranteed by
any government agency.

CUNA Brokerage Services, Inc. ("CBSI") serves as the principal underwriter and
distributor of the Contract. More information about CBSI is available at
http://www.finra.org through Financial Regulatory Authority Inc.'s ("FINRA")
BrokerCheck online tool or by calling 1-800-289-9999.

--------------------------------------------------------------------------------
 The SEC has not approved or disapproved of these securities or passed upon the
   adequacy or accuracy of this Prospectus. Any representation to the contrary
                             is a criminal offense.
--------------------------------------------------------------------------------


                                TABLE OF CONTENTS
================================================================================




                                                                                         Page
                                                                                        
GLOSSARY .................................................................................. 1

EXPENSE TABLES............................................................................. 3
  Owner Transaction Expenses............................................................... 3
  Periodic Charges Other Than Fund Expenses................................................ 4
  Range of Fund Expenses................................................................... 4
  Examples of Maximum Charges.............................................................. 5

SUMMARY.................................................................................... 6
  Who can purchase a Contract?............................................................. 6
  How does the "free look" or "right to examine" period work?.............................. 6
  What purchase payments am I required or permitted to make? .............................. 6
  How does the Variable Account work?...................................................... 6
  How does the Fixed Account work? ........................................................ 7
  Can I transfer my Contract Value among the Subaccounts?.................................. 7
  Can I make a withdrawal from my Contract? ............................................... 7
  When will I receive a payout?............................................................ 7
  Should I replace an existing contract with this Contract? ............................... 7
  Does the Contract offer any death benefits? ............................................. 7
  Does the Contract offer any living benefits?............................................. 8
  Are the Contract terms the same in every state? ......................................... 8
  Are other types of annuity contracts available? ......................................... 8
  What share class should I choose?........................................................ 8
  Are there tax advantages to purchasing the Contract? .................................... 8
  Are discounts or waivers available?...................................................... 9
  What charges will I pay?................................................................. 9

CUNA MUTUAL INSURANCE SOCIETY, THE VARIABLE ACCOUNT, AND THE FUNDS ....................... 10
  CUNA Mutual Insurance Society .......................................................... 10
  CUNA Mutual Variable Annuity Account.................................................... 10
  The Funds............................................................................... 11
  Availability of Funds .................................................................. 13
  Servicing Fees.......................................................................... 13
  Voting Rights........................................................................... 14
  Material Conflicts ..................................................................... 14
  Fund Substitution....................................................................... 14
  The Fixed Account....................................................................... 14

DESCRIPTION OF THE CONTRACT .............................................................. 15
  Issuance of a Contract.................................................................. 15
  Right to Examine ....................................................................... 15
  Classes ................................................................................ 15
  Purchase Payments....................................................................... 16
  Contract Value Increase Enhancement .................................................... 17
  Extra Credit Plan....................................................................... 17
  Allocation of Purchase Payments......................................................... 18
  Contract Value ......................................................................... 22
  Transfer Privileges .................................................................... 23



                                        i



                                                                                        
  Surrenders (Redemptions) and Partial Withdrawals ....................................... 25
  Contract Loans.......................................................................... 26
  Death Benefit Before the Payout Date ................................................... 26

MISCELLANEOUS MATTERS..................................................................... 27
  Payments................................................................................ 27
  Modification............................................................................ 28
  Reports to Owners....................................................................... 28
  Change of Address Notification.......................................................... 28
  Inquiries .............................................................................. 28

INCOME PAYOUT OPTIONS..................................................................... 28
  Payout Date and Proceeds................................................................ 28
  Election of Income Payout Options ...................................................... 29
  Fixed Income Payments................................................................... 29
  Variable Income Payments ............................................................... 29
  Description of Income Payout Options ................................................... 30
  Death Benefit After the Payout Date..................................................... 31

CHARGES AND DEDUCTIONS.................................................................... 31
  Surrender Charge (Contingent Deferred Sales Charge) .................................... 31
  Transfer Processing Fee................................................................. 32
  Duplicate Contract Charge............................................................... 33
  Loan Interest Spread ................................................................... 33
  Research Fee ........................................................................... 33
  Endorsement Charges .................................................................... 33
  Annual Contract Fee .................................................................... 33
  Mortality and Expense Risk Charge....................................................... 33
  Administrative Charge .................................................................. 33
  Enhanced Death Benefit Rider Charges.................................................... 33
  Guaranteed Living Benefit Charges....................................................... 34
  Fund Expenses .......................................................................... 34
  Premium Expense Charge.................................................................. 34
  Other Taxes............................................................................. 34
  Additional Information ................................................................. 34

OPTIONAL DEATH BENEFITS................................................................... 34
  Maximum Anniversary Value Death Benefit................................................. 34
  3% Annual Guarantee Death Benefit....................................................... 35
  Earnings Enhanced Death Benefit Rider................................................... 35
  Spouse Beneficiary Death Benefit Rider ................................................. 35

AVAILABLE CONTRACT ENDORSEMENTS........................................................... 36
  Income Payment Increase Endorsement .................................................... 36
  Loan Account Endorsement................................................................ 36
  Change of Annuitant Endorsement ........................................................ 37
  Spousal Continuation Endorsement ....................................................... 37

OPTIONAL BENEFIT RIDERS .................................................................. 37
  Income Protector........................................................................ 38

    Features of the Income Now Option .................................................... 40

    Features of the Income Later Option................................................... 42




                                       ii



                                                                                        
  Principal Protector...................................................................... 48

DISTRIBUTION OF THE CONTRACT .............................................................. 51

FEDERAL TAX MATTERS........................................................................ 51
  Introduction............................................................................. 51
  Tax Status of the Contract............................................................... 52
  Taxation of Annuities.................................................................... 52
  Separate Account Charges ................................................................ 54
  Transfers, Assignments, or Exchanges of a Contract....................................... 54
  Withholding ............................................................................. 54
  Multiple Contracts....................................................................... 54
  Taxation of Qualified Plans ............................................................. 54
  Possible Charge for Our Taxes ........................................................... 56
  Other Tax Consequences .................................................................. 56

LEGAL PROCEEDINGS.......................................................................... 56

COMPANY HOLIDAYS .......................................................................... 56

FINANCIAL STATEMENTS ...................................................................... 56

APPENDIX A FINANCIAL HIGHLIGHTS ...........................................................A-1

APPENDIX B EXAMPLES OF GUARANTEED MINIMUM DEATH BENEFIT AND OPTIONAL
DEATH BENEFITS ............................................................................B-1

APPENDIX C EXAMPLES OF GUARANTEED LIFETIME WITHDRAWAL BENEFIT RIDERS
GENERALLY ISSUED ON AND AFTER MAY 1, 2009..................................................C-1

APPENDIX D EXAMPLES OF GUARANTEED MINIMUM ACCUMULATION BENEFIT
RIDERS GENERALLY ISSUED ON AND AFTER NOVEMBER 24, 2008.....................................D-1

APPENDIX E GUARANTEED MINIMUM WITHDRAWAL BENEFIT RIDERS GENERALLY
ISSUED AFTER NOVEMBER 23, 2008 BUT BEFORE MAY 1, 2009......................................E-1

APPENDIX F GUARANTEED MINIMUM WITHDRAWAL BENEFIT RIDERS GENERALLY
ISSUED AFTER OCTOBER 28, 2007 BUT BEFORE NOVEMBER 24, 2008 ................................F-1

APPENDIX G GUARANTEED MINIMUM WITHDRAWAL BENEFIT RIDERS GENERALLY ISSUED
AFTER OCTOBER 29, 2006 BUT BEFORE OCTOBER 29, 2007.........................................G-1

APPENDIX H GUARANTEED MINIMUM WITHDRAWAL BENEFIT RIDERS ISSUED BEFORE
OCTOBER 30, 2006...........................................................................H-1

APPENDIX I GUARANTEED MINIMUM ACCUMULATION BENEFIT RIDERS GENERALLY
ISSUED AFTER NOVEMBER 23, 2008 BUT BEFORE MAY 1, 2009......................................I-1

APPENDIX J GUARANTEED MINIMUM ACCUMULATION BENEFIT RIDERS GENERALLY
ISSUED AFTER OCTOBER 29, 2006 BUT BEFORE NOVEMBER 24, 2008 ................................J-1

APPENDIX K GUARANTEED MINIMUM ACCUMULATION BENEFIT RIDERS ISSUED
BEFORE OCTOBER 30, 2006....................................................................K-1

STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS......................................S-1




                                       iii


                                    GLOSSARY
================================================================================

ACCUMULATION UNIT
A unit of measure used to calculate Variable Contract Value.

ANNUITANT
The person or persons named in the application and on whose life the first
Income Payment is to be made. No more than two Annuitants may be named. Only
spouses may be joint Annuitants, unless otherwise allowed by state law.
Provisions referring to the death of an Annuitant mean the death of the last
surviving Annuitant.

BENEFIT ALLOCATION MODEL
One or more specific investment options or purchase payment allocation models
that we will use to provide the guarantee under Guaranteed Lifetime Withdrawal
Benefit or Guaranteed Minimum Accumulation Benefit riders.

BENEFIT BASIS
The Benefit Basis is the amount upon which your Guaranteed Lifetime Withdrawal
Benefit or the amount, up to $1 million, upon which your Guaranteed Minimum
Accumulation Benefit is based. It should not be confused with your Contract
Value or Surrender Value.

BENEFICIARY
The person or persons to whom the proceeds payable on the death of an Annuitant
will be paid.

CODE
The Internal Revenue Code of 1986, as amended.

CONTRACT
MEMBERS Variable Annuity III.

CONTRACT ANNIVERSARY
The same date in each Contract Year as the Contract Issue Date.

CONTRACT ISSUE DATE
The date shown on the Data Page of the Contract which is also used to determine
Contract Years and Contract Anniversaries.

CONTRACT VALUE
The sum of the Variable Contract Value, the Fixed Contract Value, the Purchase
Payment Credits, if applicable, and the value in the Loan Account.

CONTRACT VALUE INCREASE ENHANCEMENT
An amount we will add to an Owner's Contract Value when the Owner makes a
purchase payment and the Owner's cumulative Net Purchase Payments equal or
exceed $500,000.

CONTRACT YEAR
A twelve-month period beginning on a Contract Issue Date or a Contract
Anniversary.

DATA PAGES
Pages attached to your Contract that describe certain terms applicable to your
specific Contract.

DUE PROOF OF DEATH
Proof of death satisfactory to us. Such proof may consist of the following if
acceptable to us:
 (a)     a certified copy of the death record;
 (b)     a certified copy of a court decree reciting a finding of death;
 (c)     any other proof satisfactory to us.

FIXED ACCOUNT
An account under the Contract funded by the General Account. It is not part of
or dependent upon the investment performance of the Variable Account.

FIXED AMOUNT
Any portion of Fixed Contract Value (including interest thereon) allocated to
the Fixed Account, less any withdrawals (including any applicable surrender
charges) or transfers.

FIXED CONTRACT VALUE
The value of the Contract Value (including any Contract Value Increase
Enhancement and Purchase Payment Credit) in the Fixed Account.

                                        1


FIXED PERIOD
An option under the Fixed Account with a specific time period for which we agree
to credit a particular effective annual interest rate.

FUND
An investment portfolio of an open-end management investment company or unit
investment trust in which a Subaccount invests.

GENERAL ACCOUNT
Our assets other than those allocated to the Variable Account or any other of
our separate accounts.

INCOME PAYMENT
One of several periodic payments made by us to the Payee under an Income Payout
Option.

INCOME PAYOUT OPTION
The form of Income Payments selected by the Owner under the Contract.

INCOME UNITS
A unit of measure used to calculate variable Income Payments.

LOAN ACCOUNT
For any Contract, a portion of our General Account to which Variable Contract
Value or Fixed Contract Value is transferred to provide collateral for any loan
taken under the Contract.

LOAN AMOUNT
The sum of your loan principal plus any accrued loan interest.

MAILING ADDRESS
2000 Heritage Way, Waverly, IA 50677.

MINIMUM CHARGE PERIOD
The minimum period of time before you may terminate one of of the living benefit
riders without continuing to pay the annual charge (to the extent allowed by
your state). If you transfer out of an available Benefit Allocation Model, you
will still have to pay the annual charge until the end of the minimum charge
period, unless otherwise prohibited by applicable law or you terminate the
Contract.

NET PURCHASE PAYMENT
A purchase payment less any deduction for applicable premium expense charges.

OWNER
The person(s) (or entity) ("you") who own(s) the Contract and who is (are)
entitled to exercise all rights and privileges provided in the Contract. After
the Payout Date, the Payee is the Owner.

PAYEE
The person (or entity), or any successor, receiving Income Payments during the
Payout Period. The Annuitant is the Payee unless the Owner specifies otherwise.

PAYOUT DATE
The date when Income Payments will begin if the Annuitant is still living. The
anticipated Payout Date is shown on your Contract's Data Pages.

PAYOUT PROCEEDS
The Contract Value less any Loan Amount, less any premium expense charge, less a
pro-rated portion of the annual Contract fee, less any applicable rider charges
and any applicable surrender charges as of the Payout Date. This is the amount
applied to Income Payments under one of the Income Payout Options.

PURCHASE PAYMENT CREDITS
An amount we will add to an Owner's Contract Value if the Owner elects the
Purchase Payment Credit Benefit. The amount will vary based on cumulative Net
Purchase Payments made. The Purchase Payment Credit Benefit is not available if
you elect the L-Share Class or if you elect the Earnings Enhanced Death Benefit.

QUALIFIED CONTRACT
A Contract that is issued in connection with retirement plans that qualify for
special federal income tax treatment under Section(s) 401, 403(b), 408, 408A or
457 of the Code.

SUBACCOUNT
A subdivision of the Variable Account, the assets of which are invested in a
corresponding Fund.

                                        2


SUBACCOUNT VALUE
Before the Payout Date, that part of any Net Purchase Payment, Contract Value
Increase Enhancement and Purchase Payment Credit, allocated to the Subaccount
plus any Contract Value transferred to that Subaccount, adjusted by interest
income, dividends, net capital gains or losses (realized or unrealized), and
decreased by withdrawals (including any applicable surrender charges,
administrative fee, any charge for riders or premium expense charge) and any
Contract Value transferred out of that Subaccount.

SURRENDER VALUE
The Contract Value less any applicable surrender charges, premium expense
charges not previously deducted, annual Contract fee, any charge for riders and
Loan Amount.

VALUATION DAY
Each day the New York Stock Exchange is open for business. With respect to a
Subaccount, it does not include days that the Subaccount's corresponding Fund
does not value its shares.

VALUATION PERIOD
The period beginning at the close of regular trading on the New York Stock
Exchange on any Valuation Day and ending at the close of regular trading on the
next succeeding Valuation Day.

VARIABLE ACCOUNT
CUNA Mutual Variable Annuity Account.

VARIABLE CONTRACT VALUE
The sum of the Subaccount Values.

WRITTEN REQUEST
A request in writing and in a form satisfactory to us signed by the Owner and
received at our Mailing Address. A Written Request may also include a telephone
or fax request for specific transactions that are made as allowed under the
terms of an executed telephone or fax authorization, with original signature, on
file at our Mailing Address.

                                 EXPENSE TABLES
================================================================================


The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering the Contract. The first table describes the
fees and charges that you will pay at the time that you buy the Contract, take a
loan from the Contract, make partial withdrawals from or fully surrender the
Contract, or transfer Contract Value between the Subaccounts and/or the Fixed
Account. This table also includes the charges that would be paid for exercising
the benefits provided by the optional endorsements.


OWNER TRANSACTION EXPENSES



-----------------------------------------------------------------------------------------------------------
                                                                B-Share Class                L-Share Class
                                                     Without Purchase      With Purchase
                                                     Payment Credits     Payment Credits(1)
-----------------------------------------------------------------------------------------------------------
                                                                                       
Maximum Surrender Charge (Contingent Deferred
Sales Charge) as a percentage of Purchase Payment        8.00%(2)             9.00%(2)          8.00%(2)
surrendered or withdrawn
-----------------------------------------------------------------------------------------------------------
Sales Load on Purchase Payment                                                  None
-----------------------------------------------------------------------------------------------------------
Transfer Processing Fee                                                   $10/transfer(3)
-----------------------------------------------------------------------------------------------------------
Duplicate Contract Charge                                                       $30
-----------------------------------------------------------------------------------------------------------
Loan Interest Spread                                                          3.50%(4)
-----------------------------------------------------------------------------------------------------------
Research Fee                                                                    $50
-----------------------------------------------------------------------------------------------------------
Change of Annuitant Endorsement                                               $150(5)
-----------------------------------------------------------------------------------------------------------
Income Payment Increase Endorsement                                           $150(6)
-----------------------------------------------------------------------------------------------------------


The next table describes the fees and expenses that you will pay periodically
during the time that you own the Contract, not including Fund fees and expenses.
This table also includes the charges you would pay if you added optional riders
to your Contract. You may not purchase a Guaranteed Minimum Accumulation Benefit
together with either a Guaranteed Lifetime Withdrawal Benefit or a Guaranteed
Minimum Withdrawal Benefit on the same Contract. You may not purchase an
optional death benefit rider together with the Guaranteed Lifetime Withdrawal
Benefit with Minimum Guarantee Death Benefit. IF A CURRENT GUARANTEED LIFETIME
WITHDRAWAL BENEFIT OR GUARANTEED MINIMUM ACCUMULATION BENEFIT RIDER YOU CHOOSE
IS NOT APPROVED IN YOUR STATE OR YOUR APPLICATION FOR A RIDER IS DATED PRIOR TO
MAY 1, 2009, A PRIOR APPROVED VERSION OF THE GUARANTEED LIFETIME WITHDRAWAL
BENEFIT, GUARANTEED MINIMUM WITHDRAWAL BENEFIT OR GUARANTEED MINIMUM
ACCUMULATION BENEFIT RIDER, AS APPLICABLE, WITH DIFFERENT CHARGES MAY BE ISSUED.
INFORMATION REGARDING PRIOR VERSIONS OF THOSE RIDERS, INCLUDING THEIR CHARGES,
CAN BE FOUND BELOW AND IN THE APPENDICES TO THIS PROSPECTUS.

                                        3


PERIODIC CHARGES OTHER THAN FUND EXPENSES




-------------------------------------------------------------------------------------------------------------
                                                                  B-Share Class                L-Share Class
                                                       Without Purchase      With Purchase
                                                       Payment Credits     Payment Credits(1)
-------------------------------------------------------------------------------------------------------------
                                                                                          
Annual Expenses (as a percentage of average Variable
Contract Value):
Mortality and Expense Risk Charge                           1.15%                1.60%             1.65%
Administrative Charge                                       0.15%                0.15%             0.15%
---------------------                                  -----------------    ---------------    --------------
Total Variable Account Annual Expenses                      1.30%                1.75%             1.80%
-------------------------------------------------------------------------------------------------------------
Annual Contract Fee                                                               $30(7)
-------------------------------------------------------------------------------------------------------------
Premium Expense Charge                                                           3.50%(14)
Annual Charges for Optional Riders and Endorsements(8)
  Maximum Anniversary Value Death Benefit (as a
  percentage of average monthly Contract Value for the                           0.15%
  prior Contract Year)
-------------------------------------------------------------------------------------------------------------
  3% Annual Guarantee Death Benefit (as a percentage of
  average monthly Contract Value for the prior Contract                          0.20%
  Year)
-------------------------------------------------------------------------------------------------------------
  Earnings Enhanced Death Benefit (as a percentage of
  average monthly Contract Value for the prior Contract                          0.30%
  Year)
-------------------------------------------------------------------------------------------------------------
  Spouse Beneficiary Death Benefit (as a percentage of
  average monthly Contract Value for the prior Contract                          0.05%
  Year)
-------------------------------------------------------------------------------------------------------------
  Guaranteed Lifetime Withdrawal Benefit (as a percentage
  of average daily Benefit Basis(12) for the prior Contract
  Year)(13) (post-November 24, 2008 form)
    With Minimum Guarantee Death Benefit                                         1.75%(9)
    Converted from Minimum Accumulation Benefit                                  1.75%(10)
-------------------------------------------------------------------------------------------------------------
  Guaranteed Lifetime Withdrawal Benefit (as a percentage
  of average monthly Contract Value for the prior Contract
  Year)(13) (pre-November 24, 2008 form)
    With Minimum Guarantee Death Benefit                                         1.00%(9)
    Converted from Minimum Accumulation Benefit                                  1.00%(10)
-------------------------------------------------------------------------------------------------------------
  Guaranteed Minimum Accumulation Benefit (as a
  percentage of average daily Benefit Basis(12) for the
  prior Contract Year)(13) (post-November 24, 2008 form)                         1.75%(11)
-------------------------------------------------------------------------------------------------------------
  Guaranteed Minimum Accumulation Benefit (as a
  percentage of average monthly Contract Value for the                           1.00%(11)
  prior Contract Year)(13) (pre-November 24, 2008 form)
-------------------------------------------------------------------------------------------------------------



The next table shows the minimum and maximum total operating expenses charged by
the Funds that you may pay periodically during the time that you own the
Contract. More detail concerning each Fund's fees and expenses is contained in
the prospectuses for the Funds.

RANGE OF FUND EXPENSES

                                                                  
--------------------------------------------------------------------------------
                                                         Minimum        Maximum
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses (total of
all expenses that are deducted from Fund assets,
including management fees, and other expenses)
--------------------------------------------------------------------------------



The expenses used to prepare this table were provided to us by the Funds. The
expenses shown reflect the highest and lowest expenses incurred for the year
ended December 31, 2008, rounded to the nearest one hundredth of one percent.
Current or future expenses may be greater or less than those shown. The table
showing the range of expenses for the portfolios takes into account the expenses
of several Ultra Series Fund allocation portfolios that are "fund of funds." A
"fund of funds" portfolio typically allocates its assets, within predetermined
percentage ranges, among certain other fund portfolios, including exchange
traded funds (each such portfolio, an "Acquired Fund"). Each "fund of funds" has
its own set of operating expenses, as does each of the portfolios in which it
invests. In determining the range of portfolio expenses, we took into account
the information received from the Ultra Series Fund on the combined actual
expenses for each of the "fund of funds" and the portfolios in which it invests.
(The combined expense information includes the pro rata portion of the fees and
expenses incurred indirectly by an Ultra Series Fund allocation portfolio as a
result of its

                                        4


investment in shares of one or more Acquired Funds.) See the prospectus for the
Ultra Series Fund for a presentation of the applicable Acquired Fund fees and
expenses.

 (1)The Purchase Payment Credit Benefit endorsement is not available if you
    elect the L-Share Class or if you elect the Earnings Enhanced Death Benefit.
    For information on the Purchase Payment Credit Endorsement see "DESCRIPTION
    OF THE CONTRACT, Extra Credit Plan".
 (2)The surrender charge declines to 0% after the purchase payment has been in
    the Contract for seven years for the B-Share Class and for the B-Share
    Class with Purchase Payment Credits elected. The surrender charge declines
    to 0% after the purchase payment has been in the Contract for four years
    for the L-Share Class. For Contracts issued in connection with plans
    qualified under Section 457(f) of the Code choosing the B-Share class, the
    surrender charge will be based on the Contract Year and not on how long the
    purchase payment has been in the Contract.
 (3)We currently do not impose this fee.
 (4)The Loan Interest Spread is the difference between the amount of interest
    we charge you for a loan (at an effective annual rate of 6.50%) and the
    amount of interest we credit to the Loan Account (currently, an effective
    annual rate of 4.50%), guaranteed to be at least an effective annual rate
    of 3.00%. The current loan spread is 2.00%.
 (5)There is currently no charge for the change of Annuitant endorsement.
    However, if you exercise the right provided by this endorsement during the
    first two Contract Years, we may charge up to $150 for expenses incurred.
    This fee will be deducted from Contract Value on a pro-rata basis.
 (6)There is currently no charge for the Income Payment Increase endorsement;
    however, we may charge up to $150 if the option provided by this
    endorsement is utilized.
 (7)The annual Contract fee is currently waived if the Contract Value is $50,000
    or more.
 (8)These rider fees are deducted from Contract Value on Contract Anniversary
    or at the time of surrender, death, or rider termination. Fees for each of
    these riders are not deducted until the first Contract Anniversary if the
    rider is elected at Contract issue.
 (9)We currently charge 0.85% for the Guaranteed Lifetime Withdrawal Benefit
    with Minimum Guarantee Death Benefit rider issued on and after May 1, 2009.
    For a description of the current Guaranteed Lifetime Withdrawal Benefit
    rider, see "OPTIONAL BENEFIT RIDERS, Income Protector". If your state has
    not approved the current version of the rider, you may pay a different
    current charge. The rider version generally issued after November 23, 2008
    but before May 1, 2009 has a current charge of 0.70%. The rider version
    generally issued after October 28, 2007 but before November 24, 2008 has
    charge of 0.65% (Minimum Guarantee Death Benefit) and 0.80% (Maximum
    Anniversary Death Benefit) of the monthly Contract Value for the prior
    Contract Year. The rider version generally issued after October 29, 2006
    but before October 28, 2007 has a current charge of 0.60% of the monthly
    Contract Value for the prior Contract Year. The current charges are
    guaranteed for the benefit period. They will not change unless you choose
    to step-up your benefit.
(10)We currently charge 0.85% for riders issued on and after May 1, 2009 as
    conversions from the Guaranteed Minimum Accumulation Benefit. If your state
    has not approved the current version of the rider, you may pay a different
    current charge. The rider version generally issued after November 23, 2008
    but before May 1, 2009 has a current charge of 0.70%. The rider version
    generally issued after October 28, 2007 but before November 24, 2008 has a
    charge 0.65% of the monthly Contract Value for the prior Contract Year. The
    current charges are guaranteed for the benefit period. They will not change
    unless you choose to step-up your benefit.
(11)The current charge for Guaranteed Minimum Accumulation Benefit riders
    issued on and after May 1, 2009 is 0.80%. For a description of the current
    Guaranteed Minimum Accumulation Benefit rider, see "OPTIONAL BENEFIT
    RIDERS, Principal Protector". If your state has not approved the current
    version of the rider, you may pay a different current charge. The rider
    version generally issued after November 23, 2008 but before May 1, 2009 has
    a current charge of 0.65%. The rider version generally issued after October
    29, 2006 but before November 24, 2008 has a current charge of 0.50% of the
    average monthly Contract Value for the prior Contract Year. This current
    charge is guaranteed for the benefit period. It will not change unless you
    elect to step-up your benefit or renew your benefit period.
(12)At issue, Benefit Basis is equal to your initial Net Purchase Payment.
(13)If the current Guaranteed Lifetime Withdrawal Benefit or Guaranteed Minimum
    Accumulation Benefit rider is not approved in your state or your
    application for the rider is dated prior to May 1, 2009, a prior, approved
    version of the Guaranteed Lifetime Withdrawal Benefit, Guaranteed Minimum
    Withdrawal Benefit or Guaranteed Minimum Accumulation Benefit rider,
    respectively, may be issued, which has different charges than the current
    rider. Information about prior versions of the Guaranteed Lifetime
    Withdrawal Benefit, Guaranteed Minimum Withdrawal Benefit and Guaranteed
    Minimum Accumulation Benefit riders, including the charges for these
    riders, is available in the appendices to this Prospectus.


(14)State premium taxes that currently range from 0% to 3.50% may also be
    deducted.


EXAMPLES OF MAXIMUM CHARGES
These Examples are intended to help you compare the cost of investing in
the Contract with the cost of investing in other variable annuity
contracts. The Examples show the maximum costs of investing in the
Contract, including surrender charges, the annual Contract fee (after being
converted into a percentage), the total Variable Account annual expenses
for the L-Share Class, the 3% Annual Guaranteed Death Benefit, the Maximum
Anniversary Value Death Benefit, the Earnings Enhanced Death Benefit, the
Guaranteed Minimum Accumulation Benefit charge and the maximum Annual Fund
Operating Expenses for the year ended December 31, 2008. These costs
reflect the most expensive combination of Contract charges for this period.

                                        5


The Examples assume that you invest $10,000 in the Contract for the time periods
indicated. The Examples also assume that your investment has a 5% return each
year. Although your actual costs may be higher or lower, based on these
assumptions, your costs would be:

(1) If you surrender your Contract (or you annuitize the Contract under Income
    Payout Option 2A (with fixed Income Payments) or Options 3-8) at the end of
    the applicable time period:

--------------------------------------------------------------------------------
  1 Year               3 Years              5 Years               10 Years
--------------------------------------------------------------------------------

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

(2) If you do not surrender your Contract (or you annuitize the Contract under
    Income Payout Option 2A (with fixed Payments) or Options 3-8) at the end of
    the applicable time period:

--------------------------------------------------------------------------------
  1 Year               3 Years              5 Years               10 Years
--------------------------------------------------------------------------------

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

The Examples are illustrations and do not represent past or future expenses.
Your actual expenses may be higher or lower than those shown. Similarly, your
rate of return may be more or less than the 5% assumed in the Examples.

The Examples provided above assume that no transfer charges, or premium taxes
have been assessed.

For purposes of the Fee Table and Examples, we assume that the Contract is owned
before the Payout Date. Different fees and charges apply after the Payout Date.
(See CHARGES AND DEDUCTIONS.)

APPENDIX A TO THE PROSPECTUS PROVIDES CERTAIN FINANCIAL INFORMATION CONCERNING
THE SUBACCOUNTS, INCLUDING INFORMATION ABOUT ACCUMULATION UNIT VALUES.

                                     SUMMARY
================================================================================

The following section summarizes certain provisions that we describe in more
detail later in the Prospectus.

WHO CAN PURCHASE A CONTRACT?
We issue Contracts to individuals or to employers or other groups in connection
with retirement plans.

HOW DOES THE "FREE LOOK" OR "RIGHT TO EXAMINE" PERIOD WORK?
You may return the Contract within 10 days after you receive it. If you return
it during this period, your refund will be equal to either (1) the Contract
Value less any Purchase Payment Credits, or (2) the greater of (a) Contract
Value less any Purchase Payment Credits or (b) your purchase payments less any
withdrawals. Which option applies to you will depend on your state's law. Call
us for more information on your right to examine.

In the first case, you bear the investment risk of allocating to the Subaccounts
from the issue date to the date the Contract is taken off our books, which will
be as of the close of regular trading on the New York Stock Exchange (usually,
3:00 p.m., Central Time) after the Contract is returned to us in good order.
Depending upon the investment performance of the Subaccounts you select, you may
lose money. In the second case, you receive the benefit of any investment gains,
but we bear the risk of any investment losses, from the issue date to the date
the Contract is taken off our books.

WHAT PURCHASE PAYMENTS AM I REQUIRED OR PERMITTED TO MAKE?
Generally, you must make payments totaling $5,000 within the first 12 months of
the Contract. Certain Qualified Contracts, Contracts exchanged pursuant to
Section 1035 of the Code, and Contracts sold to our employees and those of our
affiliates have lower minimum purchase amounts. Unless you pay the minimum
purchase amount in full at the time of application, an automatic purchase
payment plan must be established resulting in the minimum purchase amount being
paid before the end of the first 12 months after the Contract Issue Date. The
minimum size for an initial purchase payment and subsequent purchase payment is
$100, unless the payment is made through an automatic purchase payment plan in
which case the minimum size is $25. We may choose not to accept certain purchase
payments. Further, we will add a Contract Value Increase Enhancement to the
Owner's Contract Value when the Owner makes a purchase payment if the Owner's
cumulative Net Purchase Payments equal or exceed $500,000. In addition, the
Owner may elect the Purchase Payment Credit Benefit, if available, which adds
Purchase Payment Credits to his or her Contract Value each time he or she makes
a purchase payment.

HOW DOES THE VARIABLE ACCOUNT WORK?
You may allocate purchase payments and Purchase Payments Credits, if elected, to
one or more of the Subaccounts of the Variable Account. Each Subaccount invests
solely in a corresponding underlying Fund. The investment performance of the
Funds will affect the Subaccount in which you invest your purchase payments and
your Contract Value. You bear the investment risk of allocating to the
Subaccounts.

If you elect a Guaranteed Lifetime Withdrawal Benefit or Guaranteed Minimum
Accumulation Benefit rider, there are restrictions on the available Subaccounts
in which you may invest. (See DESCRIPTION OF CONTRACT, Allocation of Purchase
Payments and OPTIONAL BENEFIT RIDERS.)

                                        6


HOW DOES THE FIXED ACCOUNT WORK?
The Fixed Account is an account under the Contract funded by the General
Account. It is not part of or dependent upon the investment performance of the
Variable Account. We offer two Fixed Periods in our Fixed Account: DCA one-year
and DCA six-month (a one-year Fixed Period is also available to Connecticut
residents). When you allocate to the Fixed Account, that Fixed Amount will earn
at least the guaranteed minimum interest rate specified in your Contract, which
will never be less than the statutory minimum interest rate, for the Fixed
Period you select. We may, but are not obligated to, credit your Fixed Amount
with a higher current interest rate. There are certain restrictions on
allocations to the Fixed Account. (See CUNA MUTUAL INSURANCE SOCIETY, THE
VARIABLE ACCOUNT, AND THE FUNDS, The Fixed Account.)

CAN I TRANSFER MY CONTRACT VALUE AMONG THE SUBACCOUNTS?
On or before the Payout Date, you may transfer all or part of the Contract Value
among the Subaccounts or the Fixed Account, subject to certain restrictions. No
fee currently is charged for transfers, but we may charge $10 for each transfer.
We may impose additional restrictions on transfers that violate our disruptive
trading procedures. There are several specialized transfer programs available at
no cost under the Contract. These include:

    o    The dollar-cost averaging program under which we will transfer a
         specified dollar amount on a monthly, quarterly, semi-annual or annual
         basis to one or more Subaccounts you select;
    o    The portfolio rebalancing program under which we will transfer Variable
         Contract Value on a monthly, quarterly, semi-annual or annual basis
         between and among the Subaccounts to achieve a particular percentage
         allocation of Variable Contract Value among the Subaccounts; and
    o    The systematic transfer program under which we will systematically or
         automatically transfer Variable Contract Value on a monthly, quarterly,
         semi-annual or annual basis between and among the Subaccounts.

If you elect a Guaranteed Lifetime Withdrawal Benefit or Guaranteed Minimum
Accumulation Benefit rider, there are restrictions on the available Subaccounts
into which you may transfer without terminating the benefits under these riders.
(See DESCRIPTION OF CONTRACT, Allocation of Purchase Payments and OPTIONAL
BENEFIT RIDERS.)

CAN I MAKE A WITHDRAWAL FROM MY CONTRACT?
You may withdraw part of your Contract's Surrender Value by Written Request to
us on or before the Payout Date, subject to certain limitations. You may also
elect to receive periodic partial withdrawals under a systematic withdrawal
plan.

You may also surrender the Contract, and receive its Surrender Value, by sending
us a Written Request before the Payout Date.

Withdrawals and surrenders may have adverse tax consequences, including the
imposition of a penalty tax on withdrawal or surrender amount if taken before
the Owner reaches age 59 1/2. Withdrawals and surrenders may also be subject
to surrender charges.

WHEN WILL I RECEIVE A PAYOUT?
You select the Payout Date, subject to certain limitations. On the Payout Date,
the Payout Proceeds will be applied to an Income Payout Option, unless you
choose to receive the Surrender Value in a lump sum. Income Payments may have
tax consequences.

SHOULD I REPLACE AN EXISTING CONTRACT WITH THIS CONTRACT?
It may not be in your best interest to surrender, lapse, change, or borrow from
an existing life insurance policy or annuity contract in connection with the
purchase of the Contract. Before doing so, you should compare both contracts
carefully. Remember that if you exchange another contract for one described in
this Prospectus, you might have to pay a surrender charge and tax, including a
possible penalty tax, on your old contract, and under this Contract there will
be a new surrender charge period, other charges may be higher, and the benefits
may be different. You should not exchange another contract for this one unless
you determine, after knowing all the facts, that the exchange is in your best
interest and not just better for the person trying to sell you this Contract
(that person will generally earn a commission if you buy this Contract through
an exchange or otherwise). Also, because we will not issue the Contract until we
have received the initial purchase payment from your existing insurance company,
the issuance of the Contract may be delayed.

DOES THE CONTRACT OFFER ANY DEATH BENEFITS?
If the Annuitant dies before the Payout Date, we will pay the death benefit to
the Beneficiary. We offer several death benefit options. The basic death
benefit is available without an additional charge and is equal to the greater
of: (i) aggregate Net Purchase Payments made under the Contract less a
proportional adjustment for partial withdrawals as of the Valuation Day we
receive Due Proof of Death; or (ii) Contract Value as of the Valuation Day we
receive Due Proof of Death less any Purchase Payment Credits applied within 12
months of the Annuitant's death.

For a fee, we offer the following optional death benefit riders:

     o    Maximum Anniversary Death Benefit rider;

     o    3% Annual Guaranteed Death Benefit rider;

     o    Earnings Enhanced Death Benefit rider; and

                                        7


     o    Spouse Beneficiary Death Benefit rider. (See OPTIONAL DEATH BENEFITS.)

In addition, if you elect the Guaranteed Lifetime Withdrawal Benefit at the time
that your contract is issued, a minimum guarantee death benefit is integrated
into that benefit. That death benefit takes the place of the standard death
benefits offered in the Contract.

DOES THE CONTRACT OFFER ANY LIVING BENEFITS?
We offer two living benefits for a fee. You may elect either the Guaranteed
Lifetime Withdrawal Benefit or the Guaranteed Minimum Accumulation Benefit, but
not both. The Guaranteed Lifetime Withdrawal Benefit offers you the ability to
take a specified annual withdrawal regardless of Contract Value. Under the
Guaranteed Minimum Accumulation Benefit, we guarantee your Contract Value will
at least equal the Benefit Basis less adjustments for partial withdrawals. There
are certain conditions associated with the living benefits, including investment
restrictions. In addition, excess withdrawals may adversely affect the benefits
provided.

Note, other riders you choose will terminate if you choose the Guaranteed
Lifetime Withdrawal Benefit rider and extend the Payout Date beyond the later of
the Contract Anniversary following the primary Annuitant's 85th birthday or 10
years from the Contract Issue Date.

ARE THE CONTRACT TERMS THE SAME IN EVERY STATE?
Although this Prospectus describes all the material rights and obligations under
the Contract, certain provisions of the Contract may be different than the
general description in this Prospectus, and certain riders and options may not
be available, because of legal restrictions in your state. Contact us or see
your Contract, riders and endorsements for specific variations. If a current
Guaranteed Lifetime Withdrawal Benefit or Guaranteed Minimum Accumulation
Benefit rider has not been approved in your state or your application for one of
those riders is dated prior to May 1, 2009, a prior, approved version of the
Guaranteed Lifetime Withdrawal Benefit, Guaranteed Minimum Withdrawal Benefit or
Guaranteed Minimum Accumulation Benefit rider, as applicable, may be issued.
Information about prior versions of those riders is available in the appendices
to this Prospectus.

ARE OTHER TYPES OF ANNUITY CONTRACTS AVAILABLE?
We offer other variable annuity contracts that have different contract features,
death benefits, and optional programs. However, these other contracts also have
different charges that would affect your Subaccount performance and Contract
Value. To obtain more information about these other contracts, contact us or
your agent.

WHAT SHARE CLASS SHOULD I CHOOSE?
The Contract allows you to select one of two different charge structures subject
to state availability based on your specific situation. Each charge structure
is referred to as a "Class." Each Class imposes a different level of surrender
and mortality and expense risk charges. Your agent can assist you in selecting
the Class that is right for you, based on your needs and preferences. Before we
issue the Contract, you must select one of the Classes. Once you select a Class,
you cannot change it.

B-Share Class. This Class imposes a surrender charge on withdrawals of up to
8.00% of each purchase payment. This percentage decreases by 1.00% annually over
the seven years following the date each purchase payment is credited to your
Contract. Each purchase payment carries its own surrender charge, and therefore
payment of additional purchase payments will increase the surrender charge
amount should you surrender or take a withdrawal from your Contract over the
following seven years. The mortality and expense risk charge for B-Share Class
Contracts is 1.15% (assessed daily, as an annual percentage of average Variable
Contract Value).

For B-Share Class Contracts issued in conjunction with plans that qualify under
Section 457(f) of the Code that do not choose the Extra Credit Plan, surrender
charges will apply from the Contract Issue Date to the date of surrender, rather
than from the number of years since the purchase payment was made, unless you
choose the Extra Credit Plan.

L-Share Class. This Class imposes a surrender charge on withdrawals of up to
8.00% of each purchase payment. This percentage decreases by 1.00% annually over
the four years following the date each payment is credited to your Contract.
Beginning on the fourth Contract Anniversary, there is no surrender charge on
any purchase payments. The mortality and expense risk charge for L-Share Class
Contracts is 1.65% (assessed daily, as an annual percentage of average Variable
Contract Value).

You may wish to purchase a B-Share Class Contract if you are not concerned about
the need for access to 100% of your Contract Value without paying a surrender
charge over the seven years after you make a purchase payment. The B-Share Class
Contracts' mortality and expense risk charges are lower than those of the
L-Share Class Contracts. Also, you may only elect the Purchase Payment Credit
Benefit if you elect the B-Share Class.

You may wish to purchase an L-Share Class Contract if you feel you will need
access to 100% of your money without paying a surrender charge after four years
from the Contract Issue Date. You will pay higher expenses (including higher
mortality and expense risk charges) for this additional liquidity.

ARE THERE TAX ADVANTAGES TO PURCHASING THE CONTRACT?
An advantage of the Contract is that it provides the ability to accumulate
Contract Value on a tax-deferred basis. However, the purchase of a Qualified
Contract to fund a tax-qualified retirement plan does not provide any additional
tax deferred treatment beyond

                                        8


the treatment provided by the tax-qualified retirement plan itself. Therefore,
Qualified Contracts should be purchased for other features and benefits offered
under the Contract, such as guaranteed death benefits or Income Payout Options.

Generally, any distribution from your Contract may result in taxable income. A
10% federal penalty tax may also apply to distributions before age 59 1/2. For
a further discussion of the federal income tax status of variable annuity
contracts see FEDERAL TAX MATTERS.

ARE DISCOUNTS OR WAIVERS AVAILABLE?
The Contract is available for purchase by corporations and other groups. We may
reduce or waive certain charges (surrender charge, Annual Contract Fee, or other
charges) where the size or nature of such sales results in savings to us with
respect to sales, administrative, or other costs. We also may reduce or waive
charges on Contracts sold to our officers, directors, and employees or those of
our affiliates. The extent and nature of the reduction or waiver may change from
time to time, and the charge structure may vary.

Generally, we may reduce or waive charges based on a number of factors,
including:

     o    The number of Owners;
     o    The size of the group of purchasers;
     o    The total premium expected to be paid;
     o    Total assets under management for the Owner;
     o    The purpose for which the Contracts are being purchased;
     o    The expected persistency of individual Contracts; and
     o    Any other circumstances which are rationally related to the expected
          reduction in expenses.

Contact our service center or your agent for more information about charge
reductions and waivers.

WHAT CHARGES WILL I PAY?
The Contract contains the following charges and deductions:

Surrender Charge (Contingent Deferred Sales Charge). There are no sales charges
deducted at the time purchase payments are made. The length and amount of the
surrender charge assessed depends on the share class you elect and whether you
elect the Purchase Payment Credit Benefit.

The B-Share Class imposes a surrender charge on withdrawals of up to 8.00% of
each purchase payment, unless you also elect the Purchase Payment Credit
Benefit. If you do so, the maximum surrender charge is 9.00%. In both cases, the
percentage decreases by 1.00% annually over the seven years following the date
each purchase payment is credited to your Contract. Each purchase payment
carries its own surrender charge, and therefore payment of additional purchase
payments will increase the surrender charge amount should you surrender or take
a withdrawal from your Contract over the following seven years.

The L-Share Class imposes a surrender charge on withdrawals of up to 8.00% of
each purchase payment. This percentage decreases by 1.00% annually over the 4
years following the date each payment is credited to your Contract. Beginning on
the fifth Contract Anniversary, there is no surrender charge on any purchase
payments.

Please note, however, that for Contracts issued in connection with plans
qualified under Section 457(f) of the Code under the B-Share Class, the
surrender charge is based on the Contract Year and not on the number of years
the purchase payment has been in the Contract, unless you choose the Extra
Credit Plan. The surrender charge is 8% of payment withdrawn within one year of
the Contract Issue Date. The surrender charge decreases by 1% for each full year
that passes from the issue date until the seventh full year has passed, at which
point the surrender charge is zero.

Surrender charges will be deducted from remaining Contract Value. However, you
may elect instead to have surrender charges deducted from the amount you
withdraw. If you do not request otherwise, we will deduct the surrender charges
from remaining Contract Value.

Surrender charges only apply to purchase payments. Therefore, even though the
percentage rate of the surrender charge assessed against purchase payments
increases by 1% if you elect the Purchase Payment Credit Benefit, surrender
charges are never assessed against the Purchase Payment Credits themselves or
against Credit Value Increase Enhancements.

Annual Contract Fee. The Contract has an annual Contract fee of $30. (This fee
is currently waived if the Contract Value is $50,000 or more on the date the fee
is deducted.)

Mortality and Expense Risk Charge. We deduct a daily mortality and expense risk
charge to compensate us for assuming certain mortality and expense risks. We may
use any profits from this charge to finance other expenses, including expenses
incurred in the administration of the Contracts and distribution expenses
related to the Contracts. The charge is deducted at an annual rate of 1.15% of
average Variable Contract Value for B-Share Class Contracts and is 1.65% for
L-Share Class Contracts. If you elect to receive a B-Share Class Contract with
Purchase Payment Credits, the mortality and expense risk charge is deducted at
an annual rate of 1.60% of average Variable Contract Value.

                                        9


Administrative Charge. We deduct a daily administrative charge to compensate us
for certain administrative expenses we incur. The charge is deducted at an
annual rate of .15% of average Variable Contract Value.

Premium Expense Charge. We deduct a charge for any state or local premium taxes
applicable to a Contract. We may deduct premium taxes at the time we pay such
taxes. State premium taxes currently range from 0% to 3.50%.

Loan Interest Charge. We charge an annual interest rate of 6.50% on loans. We
will credit at least 3.00% to amounts held in the Loan Account to secure a loan.
Therefore, the maximum loan interest spread (i.e., the difference between the
amount of interest we charge on loans and the amount of interest we credit to
amounts in the Loan Account) is no more than 3.50%. The current loan interest
spread is 2.00%

Rider/Endorsement Charges. We deduct a charge on each Contract Anniversary for
each of four optional death benefit riders. The charge for the Maximum
Anniversary Death Benefit rider is 0.15% of the average monthly Contract Value
for the prior Contract Year. The charge for the 3% Annual Guarantee Death
Benefit rider is 0.20% of the average monthly Contract Value for the prior
Contract Year. The charge for the Earnings Enhanced Death Benefit rider is 0.30%
of the average monthly Contract Value for the prior Contract Year. The charge
for the Spouse Beneficiary Death Benefit rider is 0.05% of the average monthly
Contract Value for the prior Contract Year.

We deduct a charge on each Contract Anniversary for each of two living benefit
riders. The maximum charge for each of the Guaranteed Lifetime Withdrawal
Benefit and Guaranteed Minimum Accumulation Benefit rider is 1.75%. If the
current Guaranteed Lifetime Withdrawal Benefit or Guaranteed Minimum
Accumulation Benefit rider is not approved in your state or your application for
the rider is dated prior to May 1, 2009, a prior, approved version of the
Guaranteed Lifetime Withdrawal Benefit, Guaranteed Minimum Withdrawal Benefit or
Guaranteed Minimum Accumulation Benefit rider, respectively, may be issued,
which has different charges than the current rider. Information about prior
versions of the Guaranteed Minimum Withdrawal Benefit and Guaranteed Minimum
Accumulation Benefit riders, including the charges for these riders, is
available in the appendices to this Prospectus.

We may charge an administrative fee, not to exceed $150, for each of the Income
Payment Increase Endorsement and the Change of Annuitant Endorsement.

Transfer Processing Fee. Currently no fee is charged for transfers. However, we
may charge $10 for each requested transfer.

Duplicate Contract Request. You can obtain a summary of your Contract at no
charge. There will be a $30 charge for a duplicate Contract. In addition, a
Written Request is needed to request a duplicate Contract.

Research Fee. We may charge you a fee of up to $50 when you request information
that is duplicative of information previously provided to you and requires
extensive research.

Other Information. We pay compensation to broker-dealers who sell the Contracts.

       CUNA MUTUAL INSURANCE SOCIETY, THE VARIABLE ACCOUNT, AND THE FUNDS
================================================================================

CUNA MUTUAL INSURANCE SOCIETY
We are a mutual life insurance company organized on May 20, 1935 and domiciled
in Iowa. We are one of the world's largest direct underwriters of credit life
and disability insurance, and are a major provider of qualified pension products
to credit unions. Further, we offer fixed and variable annuities, individual
life insurance, health policies, term and permanent life insurance, and
long-term care insurance.

You may write us at 2000 Heritage Way, Waverly, Iowa 50677-9202 or call us at
1-800-798-5500.

As of December 31, 2008, we and our subsidiaries had approximately $13.2 billion
in assets and we had more than $69.2 billion of life insurance in force.


Consistent with well established industry practice, we do not believe that we
are subject to the periodic reporting requirements of the Securities Exchange
Act of 1934, as amended ("Securities Exchange Act") as depositor of the Variable
Account, or as depositor of any other separate account registered with the SEC
that supports a variable annuity contract or variable life insurance policy
issued by us. Nevertheless, to the extent that the SEC takes the position that
insurance company depositors of such separate accounts are subject to the
periodic reporting requirements of the Securities Exchange Act, then we intend
to rely on the exemption from those requirements set forth in Rule 12h-7 under
the Securities Exchange Act to the extent necessary to avoid any such periodic
reporting obligation.


CUNA MUTUAL VARIABLE ANNUITY ACCOUNT
The Variable Account was established as a separate account of CUNA Mutual Life
Insurance Company on December 14, 1993. CUNA Mutual Life Insurance Company
merged with CUNA Mutual Insurance Society as of December 31, 2007. The Variable
Account invests in the Funds described below. The Variable Account has been
registered with the SEC as a unit investment trust under the Investment Company
Act of 1940 ("1940 Act") and meets the definition of a separate account under
the federal securities laws. Registration with the SEC does not involve
supervision of the management or investment practices or policies of the
Variable

                                       10


Account or of us by the SEC. The Variable Account is also subject to the laws of
the State of Iowa, which regulate the operations of insurance companies
domiciled in Iowa.

The Variable Account is divided into a number Subaccounts, which may change from
time to time. Each Subaccount invests exclusively in shares of a single
corresponding Fund. The income, gains and losses of each Subaccount are credited
to or charged against that Subaccount, and reflect only the Subaccount's
investment experience and not the investment experience of our other assets.

Although the assets in the Variable Account are our property, the assets in the
Variable Account attributable to the Contracts are not chargeable with
liabilities arising out of any other business we may conduct. The assets of the
Variable Account that exceed our liabilities under the Contracts may be
transferred by us to the General Account and used to pay our liabilities. All
obligations arising under the Contracts are our general corporate obligations.

THE FUNDS
The Subaccounts invest in the series of Funds, including series of Ultra Series
Fund, AIM Variable Insurance Funds, Franklin Templeton Variable Insurance
Products Trust, Oppenheimer Variable Account Funds, Panorama Series Fund, Inc.,
PIMCO Variable Insurance Trust and Van Kampen Life Investment Trust. The Ultra
Series Fund is managed and distributed by our subsidiaries. Fund distributions
to the Subaccounts are automatically reinvested at net asset value in additional
shares of the Funds.

The investment objectives and policies of each Fund are summarized below. THERE
IS NO ASSURANCE THAT ANY FUND WILL ACHIEVE ITS STATED OBJECTIVES. More detailed
information, including a description of risks and expenses, may be found in the
Funds' prospectuses, which must accompany or precede this Prospectus. The Funds'
prospectuses should be read carefully and retained for future reference. Please
contact your agent or call us to obtain a prospectus for one of the Funds.

We select the Funds offered through this Contract based on several criteria,
including asset class coverage, the strength of the investment adviser's or
subadviser's reputation and tenure, brand recognition, performance, fees, and
the capability and qualification of each investment firm. Another factor we
consider during the selection process is whether the Fund, its investment
adviser, its subadviser(s), or an affiliate will compensate us or our
affiliates, as described below under "Servicing Fees" and "Distribution of the
Contract." We review the Funds periodically and may remove or limit a Fund's
availability to new purchase payments and/or transfers of Contract Value if we
determine that the Fund no longer meets one or more of the selection criteria,
and/or if the Fund has not attracted significant allocations from Owners.

Owners, through their indirect investment in the Funds, bear the costs of
investment advisory or management fees that the Funds pay their respective
investment advisers, and in some cases, subadvisers (see the Funds' prospectuses
for more information). As discussed above, an investment adviser or subadviser
to a Fund, or its affiliates, may make payments to us and/or certain of our
affiliates. These payments may be derived, in whole or in part, from the
advisory (and in some cases, subadvisory) or other fees deducted from Fund
assets.

Ultra Series Fund
Conservative Allocation Fund (Class I or Class II). This Fund seeks income,
capital appreciation and relative stability of value by investing primarily in
shares of underlying funds, including Exchange Traded Funds (ETFs). The Fund
will be diversified among a number of asset classes and its allocation among
underlying funds will be based on an asset allocation model developed by MEMBERS
Capital Advisors, Inc., the Fund's investment adviser.

Moderate Allocation Fund (Class I or Class II). This Fund seeks capital
appreciation, income and moderated market risk by investing primarily in shares
of underlying funds, including ETFs. The Fund will be diversified among a number
of asset classes and its allocation among underlying funds will be based on an
asset allocation model developed by MEMBERS Capital Advisors, Inc., the Fund's
investment adviser.

Aggressive Allocation Fund (Class I or Class II). This Fund seeks capital
appreciation by investing primarily in shares of underlying funds, including
ETFs. The Fund will be diversified among a number of asset classes and its
allocation among underlying funds will be based on an asset allocation model
developed by MEMBERS Capital Advisors, Inc., the Fund's investment adviser.

Money Market Fund (Class I or Class II). This Fund seeks high current income
from money market instruments consistent with preservation of capital and
liquidity. AN INVESTMENT IN THE MONEY MARKET FUND IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT.

During extended periods of low interest rates, the yields of the Money Market
Fund may become extremely low and possibly negative.

Bond Fund (Class I or Class II). This Fund seeks a high level of current income,
consistent with the prudent limitation of investment risk.

High Income Fund (Class I or Class II). This Fund seeks high current income. The
Fund also seeks capital appreciation, but only when consistent with its primary
goal.

                                       11


Diversified Income Fund (Class I or Class II). This Fund seeks a high total
return through the combination of income and capital appreciation.

Large Cap Value Fund (Class I or Class II). This Fund seeks long-term capital
growth with income as a secondary consideration.

Large Cap Growth Fund (Class I or Class II). This Fund seeks long-term capital
appreciation.

Mid Cap Value Fund (Class I or Class II). This Fund seeks long-term capital
appreciation.

Mid Cap Growth Fund (Class I or Class II). This Fund seeks long-term capital
appreciation.

Small Cap Value Fund (Class I or Class II). This Fund seeks long-term capital
appreciation.

Small Cap Growth Fund (Class I or Class II). This Fund seeks long-term capital
appreciation.

International Stock Fund (Class I or Class II). This Fund seeks long-term growth
of capital.

Global Securities Fund (Class I or Class II). This Fund seeks capital
appreciation.

MEMBERS Capital Advisors, Inc., which we indirectly own, serves as investment
adviser to the Ultra Series Fund and manages its assets in accordance with
general policies and guidelines established by the trustees of the Ultra Series
Fund.

AIM Variable Insurance Funds

AIM V.I. Global Real Estate Fund (Series II). This Fund seeks a high total
return through growth of capital and current income. The Fund invests, normally,
at least 80% of its assets in securities of real estate and real estate-related
companies.

Invesco Aim Advisors, Inc. serves as the investment adviser to the AIM Variable
Insurance Funds.

Franklin Templeton Variable Insurance Products Trust

Franklin High Income Securities Fund (Class 4). This Fund seeks a high level of
current income with capital appreciation as a secondary goal. The Fund normally
invests 66% to 80% or more in debt securities offering high yield (commonly
known as "junk bonds") and expected total return.

Franklin Income Securities (Class 4). This Fund seeks to maximize income while
maintaining prospects for capital appreciation. The Fund normally invests in
both equity and debt securities. The Fund seeks income by investing in
corporate, foreign and U.S. Treasury bonds as well as stocks with dividend
yields the manager believes are attractive.

Mutual Global Discovery Securities Fund (Class 4). This Fund seeks capital
appreciation. The Fund normally invests 66% to 80% in U.S. and foreign equity
securities that the manager believes are undervalued. The Fund also invests, to
a lesser extent, in risk arbitrage securities and distressed companies.

Franklin Advisors, Inc. serves as the investment adviser to the Franklin High
Income Securities Fund and the Franklin Income Securities Fund. Franklin Mutual
Advisers LLC serves as the investment adviser to the Mutual Global Discovery
Securities Fund.

Oppenheimer Variable Account Funds

Oppenheimer Main Street Small Cap Fund/VA (Service Class). This Fund seeks
capital appreciation by investing mainly in common stocks of
small-capitalization U.S. companies the Fund's investment manager believes have
favorable business trends or prospects.

Oppenheimer Main Street Fund/VA (Service Class). This Fund seeks high total
return. The Fund currently invests mainly in common stocks of U.S. companies of
different capitalization ranges.

OppenheimerFunds, Inc. serves as the investment adviser to the Oppenheimer
Variable Account Funds.

Panorama Series Funds, Inc.

Oppenheimer International Growth Fund/VA (Service Class). This Fund seeks
long-term capital appreciation investing under normal circumstances, at least
65% of its total assets in equity securities of issuers in at least three
different countries outside the United States.

OppenheimerFunds, Inc. serves as the investment adviser to the Panorama Series
Funds, Inc.

PIMCO Variable Insurance Trust


CommodityRealReturn Strategy Portfolio (Advisor Class). The Portfolio will seek
to gain exposure to the commodity markets primarily through investments in
leveraged or unleveraged commodity index-linked notes, which are derivative debt
instruments with principal and/or coupon payments linked to the performance of
commodity indices, and through investments in the PIMCO Cayman Commodity
Portfolio I Ltd., a wholly-owned subsidiary of the Portfolio organized under the
laws of the Cayman Islands (the "Subsidiary"). The Portfolio may also gain
exposure to commodity markets by investing in the Subsidiary. The Subsidiary is
advised by Pacific Investment Management Company LLC (PIMCO), and has the same
investment objective as the Portfolio.


                                       12



The Portfolio seeks to achieve its investment objective by investing under
normal circumstances in commodity-linked derivative instruments backed by a
portfolio of inflation-indexed securities and other Fixed Income instruments.
The Portfolio invests in commodity-linked derivative instruments, including
commodity index-linked notes, swap agreements, commodity options, futures and
options on futures, that provide exposure to the investment returns of the
commodities markets, without investing directly in physical commodities.
Commodities are assets that have tangible properties, such as oil, metals, and
agricultural products. The Portfolio may also invest in common and preferred
stocks as well as convertible securities of issuers in commodity-related
industries.

Total Return Portfolio (Advisor Class). This Portfolio seeks maximum total
return, consistent with preservation of capital and prudent investment
management. Invests primarily in investment grade debt securities, but may
invest up to 10% of its total assets in high yield securities, with an average
portfolio duration which normally varies two years (plus or minus) of the
duration of the Barclays Capital U.S. Aggregate Index.

Global Bond Portfolio (Unhedged) (Advisor Class). This Portfolio seeks maximum
total return, consistent with preservation of capital and prudent investment
management. The average portfolio duration of this Portfolio normally varies
within two years (plus or minus) of the duration of the JPMorgan Government Bond
Indices Global FX New York Index Unhedged in USD.

The Portfolio may invest, without limitation, in securities and instruments that
are economically tied to emerging market countries. Investments in instruments
that are economically tied to foreign (non-U.S.) countries will normally vary
between 25% and 75% of the Portfolio's total assets.


PIMCO serves as the investment adviser to the PIMCO Variable Insurance Trust.

Van Kampen Life Investment Trust

Van Kampen Life Investment Trust Mid Cap Growth Portfolio (Class II). This Fund
seeks capital growth by investing primarily in common stocks and other equity
securities of medium-sized growth companies.

Van Kampen Life Investment Trust Growth and Income Portfolio (Class II). This
Fund seeks long-term growth of capital and income by investing primarily in
income-producing equity securities, including common stocks and convertible
securities.

Van Kampen Asset Management serves as the investment adviser to the Van Kampen
Life Investment Trust.

The Funds described above are not available for purchase directly by the general
public, and are not the same as other mutual funds with very similar or nearly
identical names that are sold directly to the public.

The investment performance and results of the Funds may be lower, or higher,
than the investment results of such other (publicly available) portfolios.

There can be no assurance, and no representation is made, that the investment
results of any of the Funds will be comparable to the investment results of any
other mutual fund, even if the other mutual fund has the same investment advisor
and the same investment objectives and policies, and a very similar name.

The Ultra Series Class I Subaccounts are available for Contracts issued before
May 1, 2009. The Ultra Series Class II Subaccounts are available for Contracts
issued on and after May 1, 2009.

AVAILABILITY OF FUNDS
The Variable Account purchases shares of a Fund in accordance with a
participation agreement. If a participation agreement terminates, the Variable
Account may not be able to purchase additional shares of the Fund(s) covered by
the agreement. Likewise, in certain circumstances, it is possible that shares of
a Fund may not be available to the Variable Account even if the participation
agreement relating to that Fund has not been terminated. In either event, Owners
will no longer be able to allocate purchase payments or transfer Contract Value
to the Subaccount investing in the Fund.

SERVICING FEES
We have entered into agreements with the investment adviser or distributor of
certain Funds pursuant to which the investment adviser or principal underwriter
pays us a servicing fee based upon an annual percentage of the average daily net
assets invested by the Variable Account (and other separate accounts established
by us and our affiliates) in the Fund. These percentages vary and currently
range from 0.10% to 0.25% of each Fund's average daily net assets. The
percentage amount is based on assets of the particular Fund attributable to the
Contract issued by us (or an affiliate). The amounts we receive under the
servicing agreements may be significant.

The servicing fees are for administrative services provided to the Funds by us
and our affiliates. These payments may be derived, in whole or in part, from the
investment management fees deducted from assets of the Funds. Owners, through
their indirect investment in the Funds, bear the costs of the investment
management fees.

In addition, each of the Funds has adopted Rule 12b-1 distribution and/or
services plans. Such plans allow the Fund to pay fees to those who sell or
distribute Fund shares and/or provide services to shareholders and Owners. Each
of those Funds describes its Rule 12b-1 plan in its prospectus. Under certain
Rule 12b-1 plans, we may receive fees for providing shareholder services to
Funds. Furthermore, under certain Rule 12b-1 plans, CBSI may receive fees for
providing distribution services to the Funds. Rule 12b-1 fees are deducted from
Fund assets and, therefore, are indirectly borne by Contract Owners.

                                       13


VOTING RIGHTS
Owners with Variable Contract Value are entitled to certain voting rights for
the Funds underlying the Subaccounts to which they have allocated. We will vote
Fund shares attributable to Owners at shareholder meetings based on instructions
from such Owners. However, if the law changes and we are allowed to vote in our
own right, we may elect to do so.

Owners with voting rights in a Fund will be notified of issues requiring
shareholder vote as soon as possible before the shareholder meeting. They will
be provided with materials that describe the proposal(s) and information on how
to provide us voting instructions. We will vote shares for which no
instructions are received in the same proportion as those that are received.
This means that a small number of Owners may control the outcome of the vote.

Before the Payout Date, the number of shares an Owner may vote is determined by
dividing the Subaccount Value by the net asset value of that Fund. On or after
the Payout Date, an Owner's voting interest, if any, is determined by dividing
the dollar value of the liability for future variable Income Payments to be paid
from the Subaccount by the net asset value of the Fund underlying the
Subaccount. The determination will be made as of the record date set by the
Fund.

MATERIAL CONFLICTS
The Funds may be offered to both separate accounts funding variable universal
life insurance policies and to separate accounts funding variable annuity
contracts; to separate accounts of affiliated and unaffiliated insurance
companies; and to employee benefit plans that may or may not be affiliated with
us. We do not anticipate any disadvantages to this. However, it is possible that
a conflict may arise between the interest of the Variable Account and one or
more of the other separate accounts or employee benefit plans in which the Funds
are available. Material conflicts may occur due to a change in law affecting the
operations of variable life insurance policies and variable annuity contracts,
or differences in the voting instructions of the Owners and other Fund
shareholders. If a material conflict occurs, we will take steps to protect
Owners and variable annuity Payees, which may include withdrawing the Variable
Account from participation in the Fund(s) involved in the conflict.

FUND SUBSTITUTION
We may substitute shares of other mutual funds for shares already purchased or
to be purchased in the future if either of the following occurs:

     (1) shares of a current Fund are no longer available for investment; or
     (2) further investment in a Fund is inappropriate.

The substituted funds may have higher fees and expenses. Funds and classes may
be added to the product, but their availability may be limited to certain
categories of Owners. Funds may also be closed to allocations of purchase
payments or Contract Value, or both, and to all or only certain categories of
Owners. No substitution, elimination, or combination of shares may take place
without any required approval of the SEC and state insurance departments and
required notice to you.

THE FIXED ACCOUNT
The Fixed Account is a part of our General Account, which contains all of our
assets other than those in separate accounts. The General Account is used to
support our annuity and insurance obligations. The General Account is not
subject to the same laws as the Variable Account and the SEC has not reviewed
material in this Prospectus relating to the Fixed Account. However, information
relating to the Fixed Account is subject to federal securities laws relating to
accuracy and completeness of prospectus disclosure.

We may restrict purchase payments and transfers to the Fixed Account if the
yield on investments does not support the statutory minimum interest rate. We
may also restrict purchase payments and transfers to the Fixed Account if your
Fixed Account Value exceeds $1 million. For Contracts issued in Connecticut, we
may restrict allocations to a Fixed Account to the lesser of 25% of the Contract
Value or $100,000. Contact your agent or us to determine if the Fixed Account is
available.

Fixed Periods. We offer two Fixed Periods in the Fixed Account: DCA one-year and
DCA six-month. For Connecticut residents, a one-year Fixed Period is also
available. You may allocate purchase payments, any Contract Value Increase
Enhancements and any Purchase Payment Credits to the Fixed Account for the Fixed
Period you designate. Connecticut residents may also transfer from Subaccount(s)
into the one-year Fixed Period. Transfers into a DCA Fixed Period are not
permitted. The DCA Fixed Periods are used in connection with a dollar cost
averaging program. See "DESCRIPTION OF THE CONTRACT, Transfer Privileges" for
more information.

When you allocate to the Fixed Account, that Fixed Amount will earn at least the
minimum guaranteed interest rate stated on your Date Page, which in no case will
be less than the statutory minimum interest rate, for the Fixed Period selected.
We may, but are not obligated to, credit your Fixed Amount with a higher current
interest rate. We have no constant formula for determining current interest
rates. Fixed Contract Value will not share in the investment performance of our
General Account. Any interest credited on Fixed Amounts in excess of the minimum
guaranteed interest rate will be determined in our sole discretion. The Owner,
therefore, assumes the risk that interest credited may not exceed the minimum
guaranteed rate. Contact your agent or us for more information on the minimum
guaranteed interest rate and the current interest rate.

Owners may not select Fixed Periods with expiration dates later than the
Contract's current Payout Date.

                                       14


For Connecticut residents, during the 30-day period prior to the expiration of
the one-year Fixed Period, the Owner may transfer the Fixed Amount related to
that Fixed Period to any Subaccount available at that time. If an Owner does not
provide instructions as to how to reinvest the Fixed Amount, then on the
expiration date we will invest the Fixed Amount in another one-year Fixed
Period. If, at the expiration of a Fixed Period, less than one year remains
until the Payout Date, we will credit the Fixed Amount at least the minimum
guaranteed interest rate in effect for your Contract until the Payout Date.

If your designate your Fixed Amount to a DCA Fixed Period, you must make monthly
transfers from the Fixed Account to Subaccount(s) you designate in minimum
amounts that will fully amortize the Fixed Amount as of the expiration date of
the applicable DCA Fixed Period. You can also transfer Fixed Amounts designated
to a DCA Fixed Period to available Subaccount(s) at any time. Transfers of Fixed
Amounts designated to the one-year Fixed Period to Subaccount(s) are only
permitted during the 30-day period described above.

Fixed Contract Value. The Fixed Contract Value reflects (if applicable):

     o   Net Purchase Payments;
     o   any Contract Value Increase Enhancement and Purchase Payment Credits
         allocated to and Contract Value transferred to the Fixed Account;
     o   Interest credited to Contract Value in the Fixed Account;
     o   Transfers of Contract Value out of the Fixed Account;
     o   Surrenders and partial withdrawals from the Fixed Account (including
         any applicable surrender charges); and
     o   Charges assessed in connection with the Contract.

Fixed Amounts are withdrawn or surrendered on a first-in-first-out basis. The
Fixed Account Value is the sum of Fixed Amounts under the Contract. The Fixed
Contract Value is guaranteed to accumulate at a minimum effective annual
interest rate shown on your Data Pages.

The Fixed Account varies according to the state in which the Contract is issued.
Contact your agent or us for information on the availability of the Fixed
Account in your state. If you allocated to the Fixed Account prior to May 1,
2009, please see your Contract or contact your agent or us for information on
the terms of that apply to your Fixed Amount. You may also find additional
information in the Prospectus in effect at the time of your allocation.

                           DESCRIPTION OF THE CONTRACT
================================================================================

ISSUANCE OF A CONTRACT
In order to purchase a Contract, application must be made through a registered
representative of CBSI or a registered representative of a broker-dealer that
has a selling agreement with CBSI, who in either case must also be appointed as
our insurance agent. Applications and initial purchase payments submitted to
such agents cannot be processed until we receive them from such representatives
at our Mailing Address. There may be delays in our receipt of application that
are outside of our control because of the failure of an agent to forward the
application to us promptly, or because of delays in determining that the
Contract is suitable for you. Any such delays will affect when your Contract is
issued and when your purchase payment is allocated among the Subaccounts.
Contracts may be sold to or in connection with retirement plans that do not
qualify for special tax treatment as well as retirement plans that qualify for
special tax treatment under the Code, except that Contracts are not available to
be used as funding vehicles for Code Section 403(b) retirement programs. Neither
the Owner nor the Annuitant may be older than age 85 on the Contract Issue Date.

RIGHT TO EXAMINE
The Contract provides for an initial "right to examine" period. The Owner may
reject the Contract for any reason within 10 days of receiving it. In some
states this period may be longer than 10 days. The Contract may be returned,
along with a Written Request, to an agent or to us at our Mailing Address,
within 10 days of receipt.

Depending upon the state of issuance of the Contract, the Owner is subject to
market risk during the right to examine period. If you are subject to market
risk and you choose to reject the Contract during the right to examine period,
we will return to you your Contract Value less any Purchase Payment Credits, as
calculated on the date we receive the returned Contract. Some states may instead
require that we refund your purchase payments to you. If your Contract was
issued in such state and you choose to reject the Contract during the right to
examine period, we will return to you the greater of (1) your Contract Value
less any Purchase Payment Credits, as calculated on the date we receive the
returned Contract or (2) your purchase payments less any withdrawals.

Liability of the Variable Account under this provision is limited to the
Contract Value in each Subaccount on the date of revocation. Any additional
amounts refunded to the Owner will be paid by us.

CLASSES
The Contract allows you to select one of several different charge structures,
each referred to as a Class, based on your specific situation. Each Class
imposes different levels of surrender charges and mortality and expense risk
charges. Depending on your needs and preferences, you can choose the Class that
best meets your needs. Before we issue your Contract, you must select one of the
two Classes offered in the Contract. Once you select a Class, you cannot change
it:

                                       15


B-Share Class - imposes a surrender charge on withdrawals of up to 8% of each
purchase payment. This percentage decreases by 1% annually over the seven years
following the date each purchase payment is credited to your Contract. Each
purchase payment carries its own surrender charge, and therefore payment of
additional purchase payments will increase the surrender charge amount should
you surrender or take a withdrawal from your Contract over the following seven
years.

Please note, however, that for Contracts issued in connection with plans
qualified under Section 457(f) of the Code under the B-Share Class, the
surrender charge is based on the Contract Year and not on the number of years
the purchase payment has been in the Contract, unless you choose the Extra
Credit Plan. The surrender charge is 8% of payment withdrawn within one year of
the Contract Issue Date. The surrender charge decreases by 1% for each full year
that passes from the issue date until the seventh full year has passed, at which
point the surrender charge is zero.

The mortality and expense risk charge for B-Share Class Contracts is 1.15%
(assessed daily, as an annual percentage of average Variable Contract Value).

L-Share Class - imposes a surrender charge on withdrawals of up to 8% of each
purchase payment. This percentage decreases by 1% annually over the four years
following the date each payment is credited to your Contract. Beginning on the
fifth Contract Anniversary, there is no surrender charge on any purchase
payments. The mortality and expense risk charge for L-Share Class Contracts is
1.65% (assessed daily, as an annual percentage of average Variable Contract
Value).

You may wish to purchase a B-Share Class Contract if you are not concerned about
the need for access to 100% of your Contract Value without paying a surrender
charge over the seven years after you make a purchase payment. The B-Share Class
Contract's mortality and expense risk changes are lower than those of the
L-Share Class Contracts. Also, you may only elect the Purchase Payment Credit
Benefit if you elect the B-Share Class.

You may wish to purchase an L-Share Class Contract if you feel you will need
access to 100% of your money without paying a surrender charge after four years
from the Contract Issue date. You will pay higher expenses (including higher
mortality and expense risk charge) for this additional liquidity.

PURCHASE PAYMENTS
The minimum amount required to purchase a Contract depends upon several factors.
The minimum purchase amount we must receive during the first 12 months of the
Contract is:



------------------------------------------------------------------------------------
Minimum Purchase            Type of Purchase
------------------------------------------------------------------------------------
                         
$5,000                      All purchases, except as described below.
------------------------------------------------------------------------------------
$2,000                      For Contracts that qualify for special federal income
                            tax treatment under Sections 401, 403(b), 408, 408A,
                            or 457 of the Code. This category includes qualified
                            pension plans, tax-sheltered annuities, individual
                            retirement accounts, and certain deferred compensation
                            plans. Effective November 15, 2007, new Contracts are
                            not available to be used as funding vehicles for Code
                            Section 403(b) retirement programs.
------------------------------------------------------------------------------------
Value of the contract       The value of a contract exchanged pursuant to Section
exchanged                   1035 of the Code, if we approve the transaction prior
                            to the exchange.
------------------------------------------------------------------------------------
$2,000                      For a Contract sold to our employees and those of our
                            subsidiaries and to registered representatives and
                            other persons associated with CBSI. This category
                            includes both individual retirement accounts and
                            non-individual retirement accounts.
------------------------------------------------------------------------------------


Unless the minimum purchase amount is paid in full at the time of application,
an automatic purchase payment plan must be established to schedule regular
payments during the first 12 months of the Contract. Under our automatic
purchase payment plan, the Owner can select a monthly payment schedule pursuant
to which purchase payments will be automatically deducted from a credit union
account, bank account or other source.

The amount paid at time of application and the regular payment schedule
established under the automatic purchase plan must total at least the amount
shown above as a minimum purchase amount. For example, if $5,000 is the required
minimum purchase amount, a $2,000 payment at the time of application and an
automatic payment plan amount of $272.73 a month for the next 11 months would be
sufficient. Similarly, if $2,000 is the required minimum purchase amount, an
initial purchase payment of $166.74 and an automatic payment plan amount of
$166.66 for each of the next 11 months would be sufficient. (Tax law limits the
amount of annual contributions that we are permitted to accept for an individual
retirement account, except in the case of a rollover or transfer.) The minimum
size for an initial purchase payment and subsequent purchase payment is $100,
unless the payment is made through an automatic purchase payment plan in which
case the minimum size is $25. Purchase payments may be made at any time during
the Annuitant's lifetime and before the Payout Date. Additional purchase
payments after the initial purchase payment are not required (so long as the
minimum purchase amount has been paid).

We may choose not to accept: (1) purchase payments received after the Contract
Anniversary following the Annuitant's 85th birthday, (2) purchase payments of
less than $100, (3) purchase payments in excess of $1 million, and (4) any
additional purchase payments, if

                                       16


mandated under applicable law. Effective January 1, 2009, we no longer accept
purchase payments that are salary deferrals from Contracts used as funding
vehicles for Code Section 403(b) retirement programs.

CONTRACT VALUE INCREASE ENHANCEMENT
When the Owner makes a purchase payment, we will increase the Owner's Contract
Value by a specified percentage to the extent the Owner's cumulative Net
Purchase Payments meet or exceed $500,000. Cumulative Net Purchase Payments
equal the total of all Net Purchase Payments that we have received less any
partial withdrawals (including any associated surrender charges) that the Owner
has made.

The amount of the Contract Value Increase Enhancement varies by cumulative Net
Purchase Payment levels. The chart below sets forth the cumulative Net Purchase
Payment levels with the associated increase percentages:



--------------------------------------------------------------------------------
Cumulative Net Purchase Payment Levels                     Increase Percentage
--------------------------------------------------------------------------------
                                                        
$500,000 through $999,999.99                               0.50%
--------------------------------------------------------------------------------
$1,000,000 and above                                       0.70%
--------------------------------------------------------------------------------


We will calculate the Contract Value Increase Enhancement as follows:

   (a)   cumulative Net Purchase Payments; multiplied by
   (b)   the applicable increase percentage; minus
   (c)   any prior increases to Contract Value as a result of the Contract Value
         Increase Enhancement.

We will allocate the amount of the Contract Value Increase Endorsement pro-rata
according to the Owner's current purchase payment allocation in the share class
elected by the Owner.

We fund the Contract Value Increase Enhancement from its General Account, and do
not charge Owners for the Contract Value Increase Enhancement.

We will treat the Contract Value Increase Enhancement as Contract earnings. The
Contract Value Increase Enhancement will not be subject to any applicable
surrender charge. Contract Value Increase Enhancements are not purchase
payments, and therefore, do not increase the amount of surrender charges we
assess. However, they will be subject to the same charges as the base Contract
class. The Contract Value Increase Enhancement may not be available in all
states.

Please note that, if you elect the Purchase Payment Credit Benefit, that benefit
will replace any Contract Value Increase Enhancement Benefit. You may not
receive both benefits.

EXTRA CREDIT PLAN
The Extra Credit Plan is a Purchase Payment Credit Benefit endorsement. Under
the endorsement, each time you make a purchase payment, we will enhance, at a
cost, your Contract Value by 4% to 6% based on the cumulative Net Purchase
Payment levels, as illustrated in the following table:



--------------------------------------------------------------------------------
Cumulative Net Purchase Payments                    Purchase Payment Credit
--------------------------------------------------------------------------------
                                                               
Less than $250,000                                                4%
--------------------------------------------------------------------------------
At least $250,000 but less than $500,000                          5%
--------------------------------------------------------------------------------
$500,000 or more                                                  6%
--------------------------------------------------------------------------------


We will calculate and apply Purchase Payment Credits the same day that your
purchase payment is applied to your Contract Value. The amount of the increase
will be any increase due less any prior increases that have been credited.
Further, we will allocate the amount of the Purchase Payment Credits pro-rata
according to your current purchase payment allocation instructions. Currently,
once a purchase payment is credited to your Contract Value, it is yours to keep.

The Contract's mortality and expense risk charges, and surrender charges are
higher if you elect to receive Purchase Payments Credits. However, we will not
assess charges for the Purchase Payment Credit Benefit against Contract Value in
the Fixed Account.

With the Purchase Payment Credit Benefit, the surrender charge we assess will be
1% higher than it would be for a B-Share Class Contract without Purchase Payment
Credits. However, the duration during which we assess surrender charges,
generally seven years from the date we applied the purchase payment, will remain
the same. We will treat Purchase Payment Credits as Contract earnings for
surrender charge and tax purposes.

In addition to the higher surrender charge rates, the assumptions we use in
assessing the surrender charge will change. We will no longer assume that
earnings are withdrawn first. (See CHARGES AND DEDUCTIONS.)

The Purchase Payment Credit Benefit is not available if you elect the L-Share
Class or if you elect the Earnings Enhanced Death Benefit.

Please note that, if you choose the Purchase Payment Credit Benefit, that
benefit will replace any Contract Value Increase Enhancement Benefit. You may
not receive both benefits.

                                       17


Examples.

Example 1: The Owner submits $1,000,000 purchase payment at Contract issue.

   o     The Purchase Payment Credit is $1,000,000 x 5% = $50,000.

   o     No prior Purchase Payment Credits have been applied, so we apply the
         full amount of the Purchase Payment Credit.

Example 2: The Owner submits a $200,000 purchase payment at Contract issue; the
Owner makes an additional $500,000 purchase payment on the first Contract
Anniversary.

   o     We apply a Purchase Payment Credit at issue of $200,000 x 4% = $8,000.

   o     At the time of the additional purchase payment.
         o    Cumulative purchase payments equal $200,000 + $500,000 = $700,000.
         o    Purchase Payment Credits due are $700,000 x 5% = $35,000.
         o    The Purchase Payment Credits we previously applied = $8,000.
         o    Purchase Payment Credits we apply are $35,000 - $8,000 = $27,000.

Example 3: The Owner submits a $200,000 purchase payment at Contract issue; the
Owner makes an additional $300,000 purchase payment on the first Contract
Anniversary; the Owner takes a $75,000 withdrawal, and then the Owner submits a
$500,000 purchase payment.

   o     At issue, the purchase payments we apply are $200,000 x 4% = $8,000.

   o     At the time of the $300,000 additional purchase payment:
         o    Cumulative purchase payments equal $200,000 + $300,000 = $500,000.
         o    Purchase Payment Credits due are $500,000 x 5% = $25,000.
         o    Total applied with the first additional purchase payment is
              $25,000 - $8,000 = $17,000.

   o     With the $75,000 withdrawal:
         o        Cumulative purchase payments equal $500,000 - $75,000
                  = $425,000.
         o        We will not "recapture" Purchase Payment Credits.

   o     With the $500,000 additional purchase payment:
         o    Cumulative purchase payments equal $425,000 + $500,000 = $925,000.
         o    Purchase Payment Credits due are $925,000 x 5% = $46,250.
         o    The Purchase Payment Credits we previously applied = $25,000.
         o    The Purchase Payment Credits we credit are $46,250 - $25,000 =
              $21,250.

The Purchase Payment Credit Benefit may not be available in all states. We may
discontinue offering the Purchase Payment Credit Benefit at any time.

We expect to make a profit from these Purchase Payment Credits. In addition, the
amount of the Purchase Payment Credits may be more than offset by the additional
fees and charges associated with them.

ALLOCATION OF PURCHASE PAYMENTS
We allocate purchase payments, Contract Value Increase Enhancements and Purchase
Payment Credits, if any, to Subaccounts and/or the Fixed Account as instructed
by the Owner. An allocation to a Subaccount must be for at least 1% of a
purchase payment and be in whole percentages. If permitted, an allocation to the
Fixed Account must be for at least $1,000. A requested allocation of less than
$1,000 to the Fixed Account will be transferred to the either the Ultra Series
Money Market Class I Subaccount or the Ultra Series Money Market Class II
Subaccount, as available for your Contract.

If the application for a Contract is properly completed and is accompanied by
all the information necessary to process it, including payment of the initial
purchase payment, the initial Net Purchase Payment, Contract Value Increase
Enhancements and Purchase Payment Credits, if any, will be allocated to
Subaccount(s) you choose within two Valuation Days of receipt by us at our
Mailing Address. If the application is not properly completed, we may retain the
purchase payment for up to five Valuation Days while we attempt to complete the
application. If information which completes the application is received after
the close of regular business on the New York Stock Exchange (usually, 3:00 p.m.
Central Time) on a Valuation Day, the initial Net Purchase Payment will be
allocated on the next Valuation Day. If the application is not complete at the
end of the 5-day period, we will inform the applicant of the reason for the
delay and the initial purchase payment will be returned immediately, unless the
applicant specifically consents to us retaining the purchase payment until the
application is complete. Once the application is complete, the initial Net
Purchase Payment, Contract Value Increase Enhancements and Purchase Payment
Credits, if any, will be allocated as designated by the Owner within two
Valuation Days.

                                       18



We will process additional purchase payments at the Accumulation Unit value next
determined after the request is received in good order at our Mailing Address.
If we receive your purchase payment on a Valuation Day at our Mailing Address in
good order by the close of regular trading on the New York Stock Exchange
(usually, 3:00 p.m. Central Time), your purchase payment will be applied with
that day's Accumulation Unit value.


To assist you with making your Subaccount selections, we offer at no cost to
you, static asset allocation models. The asset allocation models have preset
percentage allocations and have been established based on various risk
tolerances. If you choose to use the asset allocation models, you may only
choose one model. The currently available allocation models are as follows:



--------------------------------------------------------------------------------
      Investment Category          Mix               Subaccounts(1)
--------------------------------------------------------------------------------
                                      
Conservative/Moderate Blend         67%     Ultra Series Conservative Allocation
                                    33%     Ultra Series Moderate Allocation
--------------------------------------------------------------------------------
Conservative I-Model                40%     Ultra Series Bond
                                    10%     Ultra Series High Income
                                    18%     Ultra Series Large Cap Value
                                    12%     Ultra Series Large Cap Growth
                                     5%     Ultra Series Mid Cap Value
                                     3%     Ultra Series Mid Cap Growth
                                     3%     Ultra Series Small Cap Value
                                     3%     Ultra Series Global Securities
                                     6%     Ultra Series International Stock
--------------------------------------------------------------------------------
Conservative/Moderate I-Model       32%     Ultra Series Bond
                                     8%     Ultra Series High Income
                                    17%     Ultra Series Large Cap Value
                                    14%     Ultra Series Large Cap Growth
                                     7%     Ultra Series Mid Cap Value
                                     5%     Ultra Series Mid Cap Growth
                                     4%     Ultra Series Small Cap Value
                                     4%     Ultra Series Global Securities
                                     9%     Ultra Series International Stock
--------------------------------------------------------------------------------
Moderate I-Model                    24%     Ultra Series Bond
                                     6%     Ultra Series High Income
                                    16%     Ultra Series Large Cap Value
                                    16%     Ultra Series Large Cap Growth
                                     8%     Ultra Series Mid Cap Value
                                     7%     Ultra Series Mid Cap Growth
                                     5%     Ultra Series Small Cap Value
                                     7%     Ultra Series Global Securities
                                    11%     Ultra Series International Stock
--------------------------------------------------------------------------------
Moderate/Aggressive I-Model         16%     Ultra Series Bond
                                     4%     Ultra Series High Income
                                    15%     Ultra Series Large Cap Value
                                    17%     Ultra Series Large Cap Growth
                                     9%     Ultra Series Mid Cap Value
                                     8%     Ultra Series Mid Cap Growth
                                     5%     Ultra Series Small Cap Value
                                     2%     Ultra Series Small Cap Growth
                                     8%     Ultra Series Global Securities
                                    16%     Ultra Series International Stock
--------------------------------------------------------------------------------
Aggressive I-Model                   8%     Ultra Series Bond
                                     2%     Ultra Series High Income
                                    14%     Ultra Series Large Cap Value
                                    18%     Ultra Series Large Cap Growth
                                     9%     Ultra Series Mid Cap Value
                                     9%     Ultra Series Mid Cap Growth
                                     6%     Ultra Series Small Cap Value
                                     4%     Ultra Series Small Cap Growth
                                    10%     Ultra Series Global Securities
                                    20%     Ultra Series International Stock
--------------------------------------------------------------------------------


                                       19




--------------------------------------------------------------------------------
      Investment Category      Mix                   Subaccounts(1)
--------------------------------------------------------------------------------
                               
Conservative R-Model             5%  Franklin Income Securities
                                10%  PIMCO Global Bond
                                10%  Franklin High Income Securities
                                25%  PIMCO Total Return
                                13%  Oppenheimer Main Street
                                16%  Van Kampen Growth and Income
                                 4%  Van Kampen Mid Cap Growth
                                 3%  Oppenheimer Main Street Small Cap
                                 3%  Franklin Mutual Global Discovery Securities
                                 6%  Oppenheimer International Growth
                                 2%  AIM V.I. Global Real Estate
                                 3%  PIMCO CommodityRealReturn Strategy
--------------------------------------------------------------------------------
Conservative/Moderate R-Model    5%  Franklin Income Securities
                                 8%  PIMCO Global Bond
                                 8%  Franklin High Income Securities
                                19%  PIMCO Total Return
                                15%  Oppenheimer Main Street
                                15%  Van Kampen Growth and Income
                                 6%  Van Kampen Mid Cap Growth
                                 5%  Oppenheimer Main Street Small Cap
                                 4%  Franklin Mutual Global Discovery Securities
                                 9%  Oppenheimer International Growth
                                 2%  AIM V.I. Global Real Estate
                                 4%  PIMCO CommodityRealReturn Strategy
--------------------------------------------------------------------------------
Moderate R-Model                 5%  Franklin Income Securities
                                 6%  PIMCO Global Bond
                                 6%  Franklin High Income Securities
                                13%  PIMCO Total Return
                                17%  Oppenheimer Main Street
                                14%  Van Kampen Growth and Income
                                 8%  Van Kampen Mid Cap Growth
                                 6%  Oppenheimer Main Street Small Cap
                                 7%  Franklin Mutual Global Discovery Securities
                                11%  Oppenheimer International Growth
                                 3%  AIM V.I. Global Real Estate
                                 4%  PIMCO CommodityRealReturn Strategy
--------------------------------------------------------------------------------
Moderate/Aggressive R-Model      5%  PIMCO Global Bond)
                                 4%  Franklin High Income Securities
                                11%  PIMCO Total Return Portfolio
                                18%  Oppenheimer Main Street
                                12%  Van Kampen Growth and Income
                                10%  Van Kampen Mid Cap Growth
                                 8%  Oppenheimer Main Street Small Cap
                                 8%  Franklin Mutual Global Discovery Securities
                                16%  Oppenheimer International Growth
                                 4%  AIM V.I. Global Real Estate
                                 4%  CommodityRealReturn Strategy
--------------------------------------------------------------------------------
Aggressive R-Model               5%  Ultra Series Global Bond
                                 2%  Franklin High Income Securities
                                 3%  PIMCO Total Return
                                20%  Oppenheimer Main Street
                                12%  Van Kampen Growth and Income Portfolio
                                10%  Van Kampen Mid Cap Growth Portfolio
                                10%  Oppenheimer Main Street Small Cap
                                10%  Franklin Mutual Global Discovery Securities
                                20%  Oppenheimer International Growth
                                 4%  AIM V.I. Global Real Estate
                                 4%  PIMCO CommodityRealReturn Strategy
--------------------------------------------------------------------------------


                                       20




--------------------------------------------------------------------------------
      Investment Category       Mix                  Subaccounts(1)
--------------------------------------------------------------------------------
                                 
Conservative C-Model             25%   Ultra Series Bond
                                 10%   Franklin High Income Securities
                                 10%   PIMCO Global Bond
                                  5%   PIMCO Total Return
                                 16%   Van Kampen Growth and Income
                                 10%   Ultra Series Large Cap Growth
                                  6%   Ultra Series Mid Cap Value
                                  2%   Ultra Series Mid Cap Growth
                                  2%   Oppenheimer Main Street Small Cap
                                  7%   International Stock
                                  2%   Oppenheimer International Growth
                                  2%   AIM V.I. Global Real Estate
                                  3%   PIMCO CommodityRealReturn Strategy
--------------------------------------------------------------------------------
Conservative/Moderate C-Model    20%   Ultra Series Bond
                                  8%   Franklin High Income Securities
                                  8%   PIMCO Global Bond
                                  4%   PIMCO Total Return
                                 16%   Van Kampen Growth and Income
                                 12%   Ultra Series Large Cap Growth
                                  7%   Ultra Series Mid Cap Value
                                  3%   Ultra Series Mid Cap Growth
                                  3%   Oppenheimer Main Street Small Cap
                                  8%   Ultra Series International Stock
                                  5%   Oppenheimer International Growth
                                  2%   AIM V.I. Global Real Estate
                                  4%   PIMCO CommodityRealReturn Strategy
--------------------------------------------------------------------------------
Moderate C-Model                 15%   Ultra Series Bond
                                  6%   Franklin High Income Securities
                                  6%   PIMCO Global Bond
                                  3%   PIMCO Total Return
                                 16%   Van Kampen Growth and Income
                                 14%   Ultra Series Large Cap Growth
                                  7%   Ultra Series Mid Cap Value
                                  4%   Ultra Series Mid Cap Growth
                                  4%   Oppenheimer Main Street Small Cap
                                 10%   Ultra Series International Stock
                                  8%   Oppenheimer International Growth
                                  3%   AIM V.I. Global Real Estate
                                  4%   Ultra Series CommodityRealReturn Strategy
--------------------------------------------------------------------------------
Moderate/Aggressive C-Model       8%   Ultra Series Bond
                                  4%   Franklin High Income Securities
                                  5%   PIMCO Global Bond
                                  3%   PIMCO Total Return
                                 13%   Van Kampen Growth and Income
                                 17%   Ultra Series Large Cap Growth
                                  7%   Ultra Series Mid Cap Value
                                  4%   Ultra Series Mid Cap Growth
                                  7%   Oppenheimer Main Street Small Cap
                                 14%   Ultra Series International Stock
                                 10%   Oppenheimer International Growth
                                  4%   AIM V.I. Global Real Estate
                                  4%   PIMCO CommodityRealReturn Strategy
--------------------------------------------------------------------------------


                                       21




--------------------------------------------------------------------------------
      Investment Category          Mix               Subaccounts(1)
--------------------------------------------------------------------------------
                                     
Aggressive C-Model                   3%    Ultra Series Bond
                                     2%    Franklin High Income Securities
                                     5%    PIMCO Global Bond
                                    12%    Van Kampen Growth and Income
                                    18%    Ultra Series Large Cap Growth
                                     6%    Ultra Series Mid Cap Value
                                     6%    Ultra Series Mid Cap Growth
                                    10%    Oppenheimer Main Street Small Cap
                                    17%    Ultra Series International Stock
                                    13%    Oppenheimer International Growth
                                     4%    AIM V.I. Global Real Estate
                                     4%    PIMCO CommodityRealReturn Strategy
--------------------------------------------------------------------------------


(1)For the Ultra Series Fund, the models are composed of either the Class I or
the Class II Subaccount depending on which Subaccount is available for your
Contract.

Subject to any approval, notice or consent required by applicable law, we may:

   (i)   add allocation models without prior notice;
   (ii)  remove or substitute allocation models; and
   (iii) substitute Subaccount(s) within an available allocation model.

If we remove an allocation model, existing Contracts that are using the model at
the time it is removed may continue to use it. The removed allocation model will
not be available for newly issued Contracts nor will existing Contracts be able
to switch to the removed model.

While your funds will be initially allocated to each Subaccount in the
percentages specified by the model you select, if any, the actual percentage of
your Contract Value allocated to a particular Subaccount may change over time
due to factors such as changes in the market value of the underlying fund's
portfolio. By choosing an allocation model, you are directing us to
automatically rebalance your Contract Value each Contract Anniversary in
accordance with the allocation model.

If you elect a Guaranteed Lifetime Withdrawal Benefit or Guaranteed Minimum
Accumulation Benefit rider, not all of these allocation models will be available
to you.

CONTRACT VALUE
The Contract Value is the sum of Variable Contract Value, Fixed Contract Value
and the value in the Loan Account.

Determining the Variable Contract Value. The Variable Contract Value is
determined at the end of each Valuation Period and reflects the investment
experience of the selected Subaccounts, after applicable charges. The value will
be the total of the values attributable to the Contract in each of the
Subaccounts (i.e., Subaccount Value). The Subaccount Values are determined by
multiplying that Subaccount's Accumulation Unit value by the number of
Accumulation Units.

Determination of Number of Accumulation Units. Any Net Purchase Payment,
Contract Value Increase Enhancements or Purchase Payment Credits, if applied,
allocated to a Subaccount or Contract Value transferred to a Subaccount is
converted into Accumulation Units of that Subaccount. The number of Accumulation
Units is determined by dividing the dollar amount being allocated or transferred
to a Subaccount by the Accumulation Unit value for that Subaccount. The number
of Accumulation Units is increased by additional purchase payments and Contract
Value Increase Enhancement or Purchase Payment Credits, if applicable, or
allocations. The number of Accumulation Units does not change as a result of
investment experience. Any Contract Value transferred, surrendered or deducted
from a Subaccount is processed by canceling or liquidating Accumulation Units.
The number of Accumulation Units canceled is determined by dividing the dollar
amount being removed from a Subaccount by the Accumulation Unit value.

Determination of Accumulation Unit Value. The Accumulation Unit value for a
Subaccount is calculated for each Valuation Period by subtracting (2) from (1)
and dividing the result by (3), where:

   (1)   Is:

         (a)  the net assets of the Subaccount as of the end of the Valuation
              Period;
         (b)  plus or minus the net charge or credit with respect to any taxes
              paid or any amount set aside as a provision for taxes during the
              Valuation Period.

   (2)   The daily charges for mortality and expense risks and administrative
         expenses and any applicable surrender charge multiplied by the number
         of days in the Valuation Period.
   (3)   The number of Accumulation Units outstanding as of the end of the
         Valuation Period.

The value of an Accumulation Unit may increase or decrease as a result of
investment experience.

                                       22


TRANSFER PRIVILEGES

General. Before the Payout Date, the Owner may make transfers between the
Subaccounts and the Fixed Account as described below.

   o     Transfers from Subaccount(s) to the Fixed Account are not permitted
         for the DCA Fixed Periods.
   o     Transfers from the Fixed Account to Subaccount(s) are permitted at any
         time for the DCA Fixed Periods.
   o     A minimum monthly transfer from the Fixed Account to Subaccount(s) you
         designate is required for the DCA Fixed Periods. If no Subaccounts
         are designated, the minimum transfer amount will be transferred to
         either the Ultra Series Money Market Class I Subaccount or the Ultra
         Series Money Market Class II Subaccount, as available for your
         Contract. The minimum transfer amount is the monthly sum that will
         amortize the Fixed Amount designated to a DCA Fixed Period on the
         expiration of the applicable DCA Fixed Period.
   o     For Connecticut residents, transfers from Subaccount(s) to the Fixed
         Account are only permitted for the one-year Fixed Period and must be
         at least $1,000 (lesser amounts received are allocated to the either
         the Ultra Series Money Market Class I Subaccount or the Ultra Series
         Money Market Class II Subaccount, as available for your Contract). In
         addition, the end of the one-year Fixed Period may not extend beyond
         the Payout Date at the time of the transfer.
   o     For Connecticut residents, transfers from the Fixed Account to
         Subaccount(s) for the one-year Fixed Period are permitted only during
         the 30-day period before the expiration of the one-year Fixed Period.

Amounts transferred to a Subaccount will receive the Accumulation Unit value
next determined after the transfer request is received in good order. If we
receive a transfer request in good order at our Mailing Address by the close of
regular trading on the New York Stock Exchange (usually, 3:00 p.m. Central Time)
on a Valuation Day, your request will be processed using that day's Accumulation
Unit value.

No fee is currently charged for transfers but we may charge $10 for each
transfer. Required transfers from the Fixed Account with respect to a DCA Fixed
Period are not subject to a transfer fee.

Transfers may be made by Written Request, fax, Internet, or by telephone.

We will send a written confirmation of all transfers. We will use reasonable
procedures to confirm that fax, Internet, or telephone instructions are genuine.
These procedures may include requiring callers to identify themselves and the
Owner or others (e.g., Beneficiary) by name, social security number, date of
birth, or other identifying information. There are risks associated with fax,
Internet, or telephone transactions that do not occur if a Written Request is
submitted. Anyone authorizing or making fax, Internet, or telephone requests
bears those risks. We will not be liable for any losses resulting from
unauthorized or allegedly unauthorized fax, Internet, or telephone requests that
we believe are genuine.

We may record telephone requests. We may suspend telephone (and facsimile)
instructions at any time for any class of Contracts for any reason.

Internet and telephone (and facsimile) service may not always be available. Any
Internet or telephone (and facsimile), whether it is yours, your service
provider's, your agent's, or ours, can experience outages or slowdowns for a
variety of reasons. For example, telephone communications may not be available
due to natural disasters (such as hurricanes or earthquakes), man-made disasters
(such as acts of terrorism, computer failures, electrical blackouts, or certain
fires), or simply because of a high number of calls (which is likely to occur
during periods of high market turbulence). These outages or slowdowns may delay
or prevent processing your request. Although we have taken precautions to help
its systems handle heavy use, we cannot promise complete reliability under all
circumstances. If you are experiencing problems, you should make your request by
writing to us.

We may modify, restrict, or terminate the transfer privileges at any time for
any reason.

Transfer Limitations. Frequent, large, or short-term transfers among
Subaccounts, such as those associated with "market timing" transactions, can
adversely affect the Funds and the returns achieved by Owners. In particular,
such transfers may dilute the value of Fund shares, interfere with the efficient
management of the Funds, and increase brokerage and administrative costs of the
Funds. These costs are borne by all Owners allocating purchase payments to the
Subaccounts and other Fund shareholders, not just the Owner making the
transfers.

In order to try to protect Owners and the Funds from potentially harmful trading
activity, we have certain policies and procedures ("Frequent Transfers
Procedures").

Detection. We employ various means in an attempt to detect, deter, and prevent
inappropriate frequent, large, or short-term transfer activity among the
Subaccounts that may adversely affect other Owners or Fund shareholders. We may
vary the Frequent Transfers Procedures with respect to the monitoring of
potential harmful trading activity from Subaccount to Subaccount, and may be
more restrictive with regard to certain Subaccounts than others. However, we
will apply the Frequent Transfers Procedures, including any variance in the
Frequent Transfers Procedures by Subaccount, uniformly to all Owners. We also
coordinate with the Funds to identify potentially inappropriate frequent
trading, and will investigate any patterns of trading behavior identified by
Funds that may not have been captured through operation of the Frequent
Transfers Procedures.

Please note that despite our best efforts, we may not be able to detect nor stop
all harmful transfers.

                                       23


Deterrence. If we determine under the Frequent Transfers Procedures that an
Owner has engaged in inappropriate frequent transfers, we notify Owner that from
that date forward, for three months from the date we mailed the notification
letter, the telephone transfer and withdrawal privilege will be revoked. He or
she will only be permitted to make transfers or withdrawals by Written Request
with an original signature conveyed through the U.S. mail or overnight delivery
service.

In our sole discretion, we may revise the Frequent Transfers Procedures at any
time without prior notice as necessary to (i) better detect and deter frequent,
large, or short-term transfers that may adversely affect other Owners or Fund
shareholders, (ii) comply with state or federal regulatory requirements, or
(iii) impose additional or alternate restrictions on Owners who make
inappropriate frequent transfers (such as dollars or percentage limits on
transfers). We also may, to the extent permitted by applicable law, implement
and administer redemption fees imposed by one or more of the Funds in the
future. If required by applicable law, we may deduct redemption fees imposed by
the Funds. Further, to the extent permitted by law, we also may defer the
transfer privilege at any time that we are unable to purchase or redeem shares
of the Funds. You should be aware that we are contractually obligated to
prohibit purchases and transfers or redemptions of Fund shares at the Fund's
request.

We currently do not impose redemption fees on transfers, or expressly allow a
certain number of transfers in a given period, or limit the size of transfers in
a given period. Redemption fees, transfer limits, and other procedures or
restrictions may be more or less successful than our policies in deterring
inappropriate frequent transfers or other disruptive transfers and in preventing
or limiting harm from such transfers.

Our ability to detect and deter such transfer activity is limited by our
operational and technological systems, as well as by our ability to predict
strategies employed by Owners (or those acting on their behalf) to avoid
detection. Accordingly, despite our best efforts, we cannot guarantee that the
Frequent Transfers Procedures will detect or deter frequent or harmful transfers
by such Owners or intermediaries acting on their behalf. We apply the Frequent
Transfers Procedures consistently to all Owners without waiver or exception.

Fund Frequent Trading Policies. The Funds have adopted their own policies and
procedures with respect to inappropriate frequent purchases and redemptions of
their respective shares. The prospectuses for the Funds describe any such
policies and procedures. The frequent trading policies and procedures of a Fund
may be different, and more or less restrictive, than the frequent trading
policies and procedures of other Funds and the polices and procedures we have
adopted to discourage inappropriate frequent transfers. Accordingly, Owners and
other persons who have material rights under the Contracts should assume that
the sole protections they may have against potential harm from frequent
transfers are the protections, if any, provided by the Frequent Transfers
Procedures. You should read the prospectuses of the Funds for more details on
their ability to refuse or restrict purchases or redemptions of their shares.

Omnibus Orders. Owners and other persons with material rights under the
Contracts also should be aware that the purchase and redemption orders received
by the Funds generally are "omnibus" orders from intermediaries such as
retirement plans and separate accounts funding variable insurance contracts. The
omnibus orders reflect the aggregation and netting of multiple orders from
individual owners of variable insurance contracts and individual retirement plan
participants. The omnibus nature of these orders may limit each Fund's ability
to apply its respective frequent trading policies and procedures. In addition,
if a Fund believes that an omnibus order we submit may reflect one or more
transfer requests from Owners engaged in inappropriate frequent transfers, the
Fund may reject the entire omnibus order and thereby delay or prevent us from
implementing your request.

You should be aware that we are required to provide to a Fund or its designee,
promptly upon request, certain information about the transfer activity of
individual Owners and, if requested by the Fund, to restrict or prohibit further
purchases or transfers by specific Owners identified by the Fund as violating
the frequent trading policies established for that Fund.

Dollar Cost Averaging. Dollar Cost Averaging is a long-term transfer program
that allows you to make regular (monthly, quarterly, semi-annual, or annual)
level investments over time. The level investments are intended to ensure that
you purchase more Accumulation Units when their value is lower and fewer units
when their value is higher. Over time, the cost per unit averages out to be less
than if all purchases had been made at the highest value and greater than if all
purchases had been made at the lowest value. If continued over an extended
period of time, the dollar-cost averaging method of investment reduces the risk
of making purchases only when the price of Accumulation Units is high. It does
not guarantee a profit or protect against a loss.

Dollar Cost Averaging Transfers. An Owner may choose to systematically or
automatically transfer (on a monthly, quarterly, semi-annual, or annual basis)
a specified dollar amount from either the Ultra Series Money Market Class I
Subaccount or the Ultra Series Money Market Class II Subaccount, as available
for your Contract, to one or more Subaccounts. In addition, for Fixed Amounts
designated to a DCA Fixed Period, a minimum monthly amount must be
systematically transferred from the Fixed Account to one or more Subaccounts
equal to the monthly sum that will amortize the Fixed Amount on the expiration
date of the applicable DCA Fixed Period.

Portfolio Rebalancing. An Owner may instruct us to automatically transfer (on a
quarterly, semi-annual, or annual basis) Variable Contract Value between and
among specified Subaccounts in order to achieve a particular percentage
allocation of Variable Contract Value among the Subaccounts. Owners may start
and stop automatic Variable Contract Value rebalancing at any time and may
specify any percentage allocation of Contract Value between or among as many
Subaccounts as are available at the time the rebalancing is elected. (If an
Owner elects automatic Variable Contract Value rebalancing without specifying
such percentage allocation(s), we will

                                       24


allocate Variable Contract Value in accordance with the Owner's currently
effective purchase payment allocation schedule. This is not applicable if the
purchase payment allocations include an allocation to the Fixed Account.) If the
Owner does not specify a frequency for rebalancing, we will rebalance quarterly.
We may stop the portfolio rebalancing programs.

Other Types of Automatic Transfers. An Owner may also choose to systematically
or automatically transfer (on a monthly, quarterly, semi-annual, or annual
basis) Variable Contract Value from one Subaccount to another. Such automatic
transfers may be: (1) a specified dollar amount, (2) a specified number of
Accumulation Units, (3) a specified percent of Variable Contract Value in a
particular Subaccount, or (4) in an amount equal to the excess of a specified
amount of Variable Contract Value in a particular Subaccount.

For Fixed Amounts designated to a DCA Fixed Period, Owners may also
automatically transfer the interest from the Fixed Account to one or more of the
Subaccounts. The minimum automatic transfer amount is $100 per month. If less
than $100 is available, the entire amount will be transferred. The amount
transferred to a Subaccount must be at least 1% of the amount transferred and
must be stated in whole percentages. Once elected, automatic transfers remain in
effect until the earliest of: (1) the Variable Contract Value in the Subaccount
or Fixed Account from which transfers are being made is depleted to zero; (2)
the Owner cancels the election; or (3) for three successive months, the Variable
Contract Value in the Subaccount from which transfers are being made has been
insufficient to implement the automatic transfer instructions. We will notify
the Owner when automatic transfer instructions are no longer in effect. There
is no additional charge for using automatic transfers. We may stop the automatic
transfer programs.

SURRENDERS (REDEMPTIONS) AND PARTIAL WITHDRAWALS

Surrenders. At any time on or before the Payout Date, the Owner may surrender
the Contract and receive its Surrender Value by Written Request to us at our
Mailing Address. We will process the surrender at the Accumulation Unit value
next determined after the Written Request is received at our Mailing Address. If
we receive your surrender request in good order at our Mailing Address by the
close of regular trading on the New York Stock Exchange (usually, 3:00 p.m.
Central Time) on a Valuation Day, your request will be processed with that day's
Accumulation Unit value. The Surrender Value will be paid in a lump sum unless
the Owner requests payment under an Income Payout Option. We may apply a
surrender charge upon surrender.

Surrender charges only apply to purchase payments. Therefore, even though the
percentage rate of the surrender charge assessed against purchase payments
increases by 1% if you elect to receive Purchase Payment Credits, surrender
charges are never assessed against the Purchase Payment Credits themselves or
against Credit Value Increase Enhancements.

Partial Withdrawals. At any time on or before the Payout Date, an Owner may make
withdrawals of the Surrender Value. There is no minimum amount which may be
withdrawn but the maximum amount is that which would leave the remaining
Surrender Value equal to $2,000. A partial withdrawal request that would reduce
the Surrender Value to less than $2,000 is treated as a request for a full
surrender of the Contract. If you are a resident of Texas, we will treat a
request that would reduce the Surrender Value to less $2,000 as a full surrender
only if (1) no purchase payments were made during the prior two Contract Years,
(2) the total of all purchase payments less partial withdrawals is less than
$2,000 and (3) the resulting Contract Value is also less than $2,000.

We will process the withdrawal at the Accumulation Unit value next determined
after the request is received at our Mailing Address. If we receive your
partial surrender request at our Mailing Address in good order by the close of
regular trading on the New York Stock Exchange (usually, 3:00 p.m. Central Time)
on a Valuation Day, your request will be processed with that day's Accumulation
Unit value. We may apply a surrender charge upon partial withdrawal, which will
be deducted from the remaining Contract Value. Surrender charges only apply to
purchase payments. Therefore, even though the percentage rate of the surrender
charge assessed against purchase payments increases by 1% if you elect to
receive Purchase Payment Credits, surrender charges are never assessed against
the Purchase Payment Credits themselves or against Credit Value Increase
Enhancements.

The Owner may specify the amount of the partial withdrawal to be made from
Subaccounts or the Fixed Account. If the Owner does not so specify, or if the
amount in the designated Subaccounts or the Fixed Account is not enough to
comply with the request, the partial withdrawal (and any applicable surrender
charge) will be made proportionately from the accounts. A contingent deferred
sales charge may apply to surrenders and partial withdrawals.

Systematic Withdrawals. Owner(s) may elect to receive periodic partial
withdrawals under our systematic withdrawal plan. Such withdrawals will be
assessed surrender charges. Under the plan, we will make partial withdrawals (on
a monthly, quarterly, semi-annual, or annual basis) from designated
Subaccounts. Such withdrawals must be at least $100 each. Generally, Systematic
Withdrawals may only be made from Variable Contract Value Subaccounts. However,
Systematic Withdrawals can be made from the Fixed Account to satisfy required
minimum distributions or to withdraw interest. The $100 minimum withdrawal
requirement may be waived if the withdrawal is necessary to meet the required
minimum distribution under the Code; however, any applicable surrender charge
will continue to apply. Generally, Owners should be at least age 59 1/2 to
participate in the systematic withdrawal plan unless they elect to receive
substantially equal periodic payments. Beginning a systematic withdrawal plan
before the Owner reaches age 59 1/2 may have federal income tax implications.

The withdrawals may be: (1) a specified dollar amount, (2) a specified whole
number of Accumulation Units, (3) a specified percent of Variable Contract Value
in a particular Subaccount, (4) in an amount equal to the excess of a specified
amount of Variable Contract Value in a particular Subaccount, and (5) in an
amount equal to an Owner's required minimum distribution under the Code.

                                       25


Participation in the systematic withdrawal plan will terminate upon the earliest
of the following events: (1) the Variable Contract Value in a Subaccount from
which partial withdrawals are being made becomes zero, (2) a termination date
specified by the Owner is reached, (3) the Owner requests that his or her
participation in the plan cease, or (4) a surrender charge would be applicable
to amounts being withdrawn (i.e., partial withdrawals under the systematic
withdrawal plan may not include amounts subject to the surrender charge unless
one of the exceptions noted below applies).

With regard to (4), an Owner may, by Written Request, request that systematic
withdrawals continue even though a surrender charge is deducted in connection
with such withdrawals. Also with regard to (4), if the withdrawal is necessary
to meet the required minimum distribution under the Code or if necessary to make
substantially equal payments as required under the Code, we will continue
systematic withdrawals even though a surrender charge is deducted.

Automatic Required Minimum Distribution Plan. Certain qualified plans require
that you begin to take distributions by age 70 1/2. To help make these
distributions, we offer Automatic Required Minimum Distribution plans. The
Automatic Required Minimum Distribution plan can be used by individuals
participating in a Tax Sheltered Annuity (TSA), Individual Retirement Annuity
(IRA), or Simplified Employee Pension (SEP). If the Owner elects to use this
plan, scheduled withdrawals using the previous December 31 year-end value
divided by the appropriate life expectancy factor will automatically be taken
from their Contract Value. These scheduled withdrawal amounts will satisfy
minimum distribution requirements for the value in the Contract. If you plan to
take required minimum distributions under your Contract, whether or not you take
them under the Automatic Required Minimum Distribution Plan, you should not
purchase a Guaranteed Minimum Accumulation Benefit rider because withdrawals
will decrease your Guaranteed Minimum Accumulation Benefit Basis.

In connection with the recently adopted Worker, Retiree and Employer Recovery
Act of 2008 ("Act"), there are no required minimum distributions from certain
qualified defined contribution retirement plans and individual retirement
accounts for the 2009 calendar year. If a Contract is held in such an account,
the Owner has enrolled in an Automatic Required Minimum Distribution Plan, and
the Owner does not instruct the Company to discontinue distributions for 2009,
the Company will continue to make distributions as if minimum distributions were
required.

Owners, who have not enrolled in an Automatic Required Minimum Distribution Plan
and who would have been required to take minimum distributions in 2009 if the
Act had not been passed, may enroll in an Automatic Required Minimum
Distribution Plan in 2009 and take the distributions that would otherwise have
been required.

For both established and new Automatic Required Distribution Plans, the Company
will treat such distributions as if they had been required for purposes of the
discussion of required minimum distributions in this Prospectus.

An Owner who receives a distribution under an Automatic Required Distribution
Plan may re-contribute such distribution to the Contract as a rollover
contribution if the distribution is returned to the Company and is received by
us at our Mailing Address within 60 days of payment. Such distributions returned
in good order will be processed as of the Valuation Day they are received by us
at our Mailing Address.

Restrictions on Distributions from Certain Types of Contracts. There are certain
restrictions on surrenders of and partial withdrawals from Contracts used as
funding vehicles for Code Section 403(b) retirement programs. Section 403(b)(11)
of the Code restricts the distribution under Section 403(b) annuity contracts
of: (i) elective contributions made in years beginning after December 31, 1988;
(ii) earnings on those contributions; and (iii) earnings in such years on
amounts held as of the last year beginning before January 1, 1989. Distributions
of those amounts may only occur upon the death of the employee, attainment of
age 59 1/2, severance from employment, disability, or financial hardship. In
addition, income attributable to elective contributions may not be distributed
in the case of hardship.

Other restrictions with respect to the election, commencement, or distribution
of benefits may apply under Qualified Contracts or under the terms of the plans
in respect of which Qualified Contracts are issued.

There may be federal income tax implications to surrenders and partial
withdrawals. Owners should consult with their tax adviser before requesting a
surrender or partial withdrawal. We may stop offering the systematic withdrawal
plan at any time.

CONTRACT LOANS
Owners of Contracts issued in connection with retirement programs meeting the
requirements of Section 403(b) of the Code (other than those programs subject to
Title I of the Employee Retirement Income Security Act of 1974) may borrow from
us using their Contracts as collateral. Loans are subject to the terms of the
Contract, the retirement program and the Code. Loans are described in more
detail in the SAI.

DEATH BENEFIT BEFORE THE PAYOUT DATE
Naming different persons as Owner(s), Annuitant(s), and Beneficiary(ies) can
have important impacts on whether the death benefit is paid, and on who would
receive it. Carefully consider the potential consequences under various
scenarios when naming Owners, Annuitants, and Beneficiaries, and consult your
agent or financial advisor.

Death of an Owner. If any Owner dies before the Payout Date, any surviving Owner
becomes the sole Owner. If there is no surviving Owner, the Annuitant becomes
the new Owner unless the deceased Owner was also the Annuitant. If the sole
deceased Owner was

                                       26


also the Annuitant, then the provisions relating to the death of an Annuitant
(described below) will govern unless the deceased Owner was one of two joint
Annuitants. In the latter event, the surviving Annuitant becomes the Owner.

If there is a non-natural Owner, the death or change of an Annuitant will be
treated as the death of an Owner for these purposes. The following options are
available to a sole surviving Owner or a new Owner:

   (1)   If the Owner is the spouse of the deceased Owner, he or she may
         continue the Contract as the new Owner.
   (2)   If the Owner is not the spouse of the deceased Owner, he or she may
         elect, within 60 days of the date we receive Due Proof of Death:

         (a)  to continue the Contract as the new Owner for up to an additional
              five years after which, if the Contract has not earlier been
              surrendered, the Contract will terminate and we will pay the
              Surrender Value in a single sum; or
         (b)  to apply the Surrender Value within one year of the deceased
              Owner's death to one of the Income Payout Options provided that
              payments under the option are payable over the new Owner's life or
              over a period not greater than the new Owner's life expectancy.

If he or she does not elect one of the above options, we will pay the Surrender
Value in a single sum five years from the date of the deceased Owner's death.

Under any of these options, sole surviving Owners or new Owners may exercise all
Ownership rights and privileges from the date of the deceased Owner's death
until the date that the Surrender Value is paid.

Death of the Annuitant. If the Annuitant dies before the Payout Date, we will
pay the death benefit described below to the Beneficiary named by the Owner in a
lump sum. (Owners and Beneficiaries also may name successor Beneficiaries.) If
there is no surviving Beneficiary, we will pay the death benefit to the Owner or
the Owner's estate. In lieu of a lump sum payment, the Beneficiary may elect,
within 60 days of the date we receive Due Proof of Death of the Annuitant, to
apply the death benefit to an Income Payout Option. If the Annuitant who is also
an Owner dies, the Beneficiary may only apply the death benefit payment to an
Income Payout Option if:

   (1)   payments under the option begin within 1 year of the Annuitant's death;
         and
   (2)   payments under the option are payable over the Beneficiary's life or
         over a period not greater than the Beneficiary's life expectancy.

In lieu of a lump sum payment, if the Beneficiary is the deceased Annuitant's
spouse, then he or she may elect to continue the Contract.

Basic Death Benefit. The basic death benefit is an amount equal to the greater
of:

   (1)   aggregate Net Purchase Payments made under the Contract less a
         proportional adjustment for partial withdrawals as of the Valuation
         Day we receive Due Proof of Death at our Mailing Address; or
   (2)   Contract Value less any Purchase Payment Credits applied to Contract
         Value within 12 months of the Annuitant's death, as of the Valuation
         Day we receive Due Proof of Death at our Mailing Address.

The death benefit will be reduced by any outstanding Loan Amount and any
applicable premium expense charges not previously deducted. The Contract also
offers additional guaranteed death benefit choices as riders to the Contract.
These additional choices enhance the death benefit and are available at an
additional charge. Please see the riders section for more details.

The death benefit is paid at such time as we are provided all required
documentation and proper instructions.

Proportional Adjustment for Partial Withdrawals. When calculating the basic
death benefit amount, as described above, an adjustment is made to aggregate Net
Purchase Payments for partial withdrawals taken from the Contract. The
proportional adjustment for partial withdrawals is calculated by dividing (1) by
(2) and multiplying the result by (3) where:

   (1)   Is the partial withdrawal amount;
   (2)   Is the Contract Value immediately prior to the partial withdrawal; and
   (3)   Is the sum of Net Purchase Payments immediately prior to the partial
         withdrawal less any adjustment for prior partial withdrawals
         (including any applicable surrender charges).

Examples how the death benefit works are provided in Appendix B.

                              MISCELLANEOUS MATTERS
================================================================================

PAYMENTS
Any surrender, partial withdrawal, Contract loan, or death benefit usually will
be paid within seven days of receipt of a Written Request at our Mailing
Address, any information or documentation reasonably necessary to process the
request, and (in the case of a death benefit) receipt and filing of Due Proof of
Death. However, payments may be postponed if:

                                       27


   (1)   the New York Stock Exchange is closed, other than customary weekend and
         holiday closings, or trading on the exchange is restricted as
         determined by the SEC; or
   (2)   the SEC permits the postponement for the protection of Owners; or
   (3)   the SEC determines that an emergency exists that would make the
         disposal of securities held in the Variable Account or the
         determination of the value of the Variable Account's net assets not
         reasonably practicable.

If a recent check or draft has been submitted, we may delay payment until we are
certain the check or draft has been honored.

We may defer payment of any surrender, partial withdrawal, or transfer from the
Fixed Account for up to six months from the date of receipt of Written Request
at our Mailing Address for such a surrender or transfer. In addition, we may
defer payment from the Fixed Account for up to two months from the date we
receive Due Proof of Death. Interest will be added to the amount paid, if
required by a particular jurisdiction. Interest will be calculated at the rate
required and for a time period required by law or regulation.

If mandated under applicable law, we may be required to reject a purchase
payment. We may also be required to provide additional information about your
account to government regulators. In addition, we may be required to block an
Owner's account and thereby refuse to pay any request for transfers,
withdrawals, surrenders, loans or death benefits, until instructions are
received from the appropriate regulator.

MODIFICATION
Upon notice to the Owner and as permitted by applicable law, we may modify the
Contract:

    (1)  to permit the Contract or the Variable Account to comply with any
         applicable law or regulation issued by a government agency;
    (2)  to assure continued qualification of the Contract under the Code or
         other federal or state laws relating to retirement annuities or
         variable annuity contracts;
    (3)  to reflect a change in the operation of the Variable Account;
    (4)  to combine the Variable Account with any of our other separate accounts
         and/or create new separate accounts;
    (5)  to transfer the assets of any Subaccount to any other Subaccount, and
         to add new Subaccounts and make such Subaccounts available to any
         class of contracts as we deem appropriate;
    (6)  to transfer assets from the Variable Account to another separate
         account;
    (7)  to deregister the Variable Account under the 1940 Act if such
         registration is no longer required;
    (8)  to operate the Variable Account as a management investment company
         under the 1940 Act (including managing the Variable Account under the
         direction of a committee) or in any other form permitted by law;
    (9)  to restrict or eliminate any voting rights of Owners or other persons
         having such rights as to the Variable Account;
   (10)  to add new funds or remove existing funds;
   (11)  to eliminate or combine any Subaccounts and transfer the assets of any
         Subaccount to any other Subaccount; or
   (12)  to make any other changes to the Variable Account or its operations as
         may be required by the 1940 Act or other applicable law or regulation.

In the event of most such modifications, we will make appropriate endorsement to
the Contract.

REPORTS TO OWNERS
At least annually, we will mail to each Owner, at such Owner's last known
address of record, a report setting forth the Contract Value (including the
Contract Value in each Subaccount and each Fixed Amount), purchase payments paid
and charges deducted since the last report, partial withdrawals made since the
last report, individualized rate of return (based on Contract fees, charges,
riders and deposits) and any other information required by any applicable law or
regulation.

CHANGE OF ADDRESS NOTIFICATION
To protect you from fraud and theft, we may verify any changes in address you
request by sending a confirmation of the change to both your old and new
address. We may also call you to verify the change of address.

INQUIRIES
Inquiries regarding a Contract may be made in writing to us at our Mailing
Address. We may charge a fee of up to $50 for each research request.

                              INCOME PAYOUT OPTIONS
================================================================================

PAYOUT DATE AND PROCEEDS

The Owner selects the Payout Date. For Non-Qualified Contracts, the Payout Date
may not be after the later of the Contract Anniversary following the Annuitant's
85th birthday or 10 years after the Contract Issue Date. For Qualified
Contracts, the Payout Date must be no later than the Annuitant's age 70 1/2 or
any other date meeting the requirements of the Code. If you are a resident of
New Jersey, the Payout Date must be at least one year after the Contract Issue
Date.

                                       28


The Owner may change the Payout Date subject to the following limitations: (1)
the Owner's Written Request must be received by us at our Mailing Address at
least 30 days before the current Payout Date, and (2) the requested Payout Date
must be a date that is at least 30 days after receipt of the Written Request.
The Payout Date may be no earlier than 30 days after the issue date. We are
currently waiving the 30 day requirement in (1). However, the Written Request
must be received by us at our Mailing Address prior to the current Payout Date.

If you are a resident of Oregon, you may be required to wait until the surrender
charge period has passed to change your Payout Date. We are currently waiving
this requirement for Payout Options on which no surrender charge would be
assessed. However, the Written Request must be received by us at our Mailing
Address prior to the current Payout Date.

On the Payout Date, the Payout Proceeds will be applied under the Single Life
Income Option (or, for joint annuitants, the Joint and Survivor Life Income
Option) with 10 years guaranteed, unless the Owner elects to have the proceeds
paid under another payment option or to receive the Surrender Value in a lump
sum. Unless the Owner instructs we otherwise, amounts in the Fixed Account will
be used to provide a Fixed Income Payout Option and amounts in the Variable
Account will be used to provide a variable Income Payout Option.

The Payout Proceeds equal the Contract Value:

   (1)   minus any applicable surrender charge if Income Payout Option 1 or
         Option 2 (with variable Income Payments) are selected;
   (2)   minus the pro-rated portion of the annual Contract fee or rider charges
         (unless the Payout Date falls on the Contract Anniversary);
   (3)   minus any applicable Loan Amount; and
   (4)   minus any applicable premium expense charge not yet deducted.

ELECTION OF INCOME PAYOUT OPTIONS
On the Payout Date, the Payout Proceeds will be applied under an available
Income Payout Option, unless the Owner elects to receive the Surrender Value in
a single sum. If an election of an Income Payout Option is not on file with us
at our Mailing Address on the Payout Date, the proceeds will be paid as a life
income annuity with payments for 10 years guaranteed. An Income Payout Option
may be elected, revoked, or changed by the Owner at any time before the Payout
Date while the Annuitant is living. The election of an option and any revocation
or change must be made by Written Request. The Owner may elect to apply any
portion of the Payout Proceeds to provide either variable Income Payments or
fixed Income Payments or a combination of both.

We may refuse the election of an Income Payout Option other than paying the
Payout Proceeds in a lump sum if the total amount applied to an Income Payout
Option would be less than $2,500, or each Income Payment would be less than
$20.00.

FIXED INCOME PAYMENTS
Fixed Income Payments are periodic payments from us to the designated Payee, the
amount of which is fixed and guaranteed by us. The amount of each payment
depends only on the form and duration of the Income Payout Option chosen, the
age of the Annuitant, the gender of the Annuitant (if applicable), the amount
applied to purchase the Income Payments and the applicable income purchase rates
in the Contract. Except for Options 1 and 2A, the income purchase rates in the
Contract are based on a minimum guaranteed interest rate of 3.5%. For Options 1
and 2A, the income purchase rates are based on an effective annual interest rate
of 2%. We may, in our sole discretion, make Income Payments in an amount based
on a higher interest rate.

VARIABLE INCOME PAYMENTS
The dollar amount of the first variable Income Payment is determined in the same
manner as that of a fixed Income Payment. Variable Income Payments after the
first payment are similar to fixed Income Payments except that the amount of
each payment varies to reflect the net investment performance of the
Subaccount(s) selected by the Owner or Payee.

The net investment performance of a Subaccount is translated into a variation in
the amount of variable Income Payments through the use of Income Units. The
amount of the first variable Income Payment associated with each Subaccount is
applied to purchase Income Units at the Income Unit value for the Subaccount as
of the Payout Date. The number of Income Units of each Subaccount attributable
to a Contract then remains fixed unless an exchange of Income Units is made as
described below. Each Subaccount has a separate Income Unit value that changes
with each Valuation Period in substantially the same manner as do Accumulation
Units of the Subaccount.

The dollar value of each variable Income Payment after the first Income Payment
is equal to the sum of the amounts determined by multiplying the number of
Income Units by the Income Unit value for the Subaccount for the Valuation
Period which ends immediately preceding the date of each such payment. If the
net investment return of the Subaccount for a payment period is equal to the
pro-rated portion of the 3.5% annual assumed investment rate, the variable
Income Payment for that period will equal the payment for the prior period. To
the extent that such net investment return exceeds an annualized rate of 3.5%
for a payment period, the payment for that period will be greater than the
payment for the prior period and to the extent that such return for a period
falls short of an annualized rate of 3.5%, the payment for that period will be
less than the payment for the prior period.

                                       29


After the Payout Date, a Payee may change the selected Subaccount(s) by Written
Request up to four times per Contract Year. Such a change will be made by
exchanging Income Units of one Subaccount for another on an equivalent dollar
value basis. See the Statement of Additional Information for examples of Income
Unit value calculations and variable Income Payment calculations.

DESCRIPTION OF INCOME PAYOUT OPTIONS
The following describes your Income Payout Options. Unless otherwise noted, once
an option is selected and Income Payments begin, the value of any remaining
payments cannot be surrendered or withdrawn and paid in a single sum. Not all of
these options are available in every state. See your Contract for a description
of the options available on your Contract.

Option 1 - Interest Option - Fixed Income Payments Only. The proceeds are left
with us to earn interest at a compound annual rate to we determine but not less
than 2%. Interest will be paid every month or every 12 months as the Payee
selects. Under this option, the Payee may withdraw part or all of the proceeds
at any time. This option may not be available in all states.

Option 2A - Installment Option - Fixed Payments. We make fixed monthly Income
Payments for a number of years between 5 and 30 selected by the Owner. In the
event of the Payee's death, a successor Payee may receive the payments or may
elect to receive the present value of the remaining payments (computed as
described in the Contract) in a lump sum. If there is no successor Payee or if
the successor Payee dies, the present value of the remaining payments will be
paid to the estate of the last surviving Payee.

Option 2B - Installment Option - Variable Payments. We make monthly Income
Payments for a number of years between 5 and 30 selected by the Owner. In the
event of the Payee's death, a successor Payee may receive the payments or may
elect to receive the present value of the remaining payments (computed as
described in the Contract) in a lump sum. If there is no successor Payee or if
the successor Payee dies, the present value of the remaining payments will be
paid to the estate of the last surviving Payee. The Payee may elect at anytime
by Written Request to surrender the income option and receive the commuted value
of the remaining payments. The Payee also may elect at any time by Written
Request to withdraw a portion of commuted value of the remaining payments (i.e.
the future value of your remaining payments will be reduced proportionally by
the withdrawal). The commuted value of the payments will be calculated as
described in the Contract.

Option 3A - Single Life Income Guaranteed Period Certain. We make monthly Income
Payments during the Annuitant's lifetime with the guarantee that payments will
be made for a period of five, 10, 15 or 20 years as selected by the Owner. In
the event of the Annuitant's death before the expiration of the specified number
of years, the Payee or a successor Payee may receive the remaining payments or
may elect to receive the present value of the remaining payments (computed as
described in the Contract) in a lump sum. If there is no successor Payee or if
the successor Payee dies, the present value of the remaining payments will be
paid to the estate of the last surviving Payee.

Option 3B - Single Life Income. The same as Option 3A except that payments are
not guaranteed for a specific number of years but only for the lifetime of the
Annuitant. UNDER THIS OPTION, A PAYEE COULD RECEIVE ONLY ONE PAYMENT IF THE
ANNUITANT DIES AFTER THE FIRST PAYMENT, TWO PAYMENTS IF THE ANNUITANT DIES AFTER
THE SECOND PAYMENT, ETC.

Option 4A - Joint and Survivor Life Income - Guaranteed Period Certain. We make
monthly Income Payments for as long as either of two joint Annuitants remains
alive, with the guarantee that payments will be made for a period of five, 10,
15 or 20 years as selected by the Owner. If after the second Annuitant dies,
payments have been made for fewer than the selected number of years, payments
will be made to the Payee or any successor Payee who was not a joint Annuitant
or such successor Payee may elect to receive the present value of the remaining
payments (computed as described in the Contract) in a lump sum. If there is no
such successor Payee or if the successor Payee dies, the present value of the
remaining payments will be paid to the estate of the last surviving Payee.

The minimum amount of each fixed payment and the initial payment amount for
variable Income Payout Options will be determined from the tables in the
Contract that apply to the particular option using the Annuitant's age (and if
applicable, gender). Age will be determined from the last birthday at the due
date of the first payment.

Option 4B - Joint and Survivor Life Income. We make monthly Income Payments for
as long as either of two joint Annuitants remains alive. The same as Option 4A
except that payments are not guaranteed for a specific number of years. UNDER
THIS OPTION, A PAYEE COULD RECEIVE ONLY ONE PAYMENT IF BOTH ANNUITANTS DIE AFTER
THE FIRST PAYMENT, TWO PAYMENTS IF BOTH ANNUITANTS DIE AFTER THE SECOND PAYMENT,
ETC.

Option 5A - Single Life Income - Payments Adjusted For Inflation - Guaranteed
Period Certain (Fixed Income Payments Only). We make monthly Income Payments
adjusted for inflation as described below during the Annuitant's lifetime with
the guarantee that payments will be made for a period 10 or 20 years as selected
by the Owner. In the event of the Annuitant's death before the expiration of the
specified number of years, the Payee or a successor Payee may receive the
remaining payments or may elect to receive the present value of the remaining
payments (computed as described in the Contract) in a lump sum. If there is no
successor Payee or if the successor Payee dies, the present value of the
remaining payments will be paid to the estate of the last surviving Payee.

Option 5B - Single Life Income - Payments Adjusted For Inflation (Fixed Income
Payments Only). We make monthly Income Payments adjusted for inflation as
described below for as long as the Annuitant lives. The same as Option 5A except
that payments are not guaranteed for a specific number of years. UNDER THIS
OPTION, A PAYEE COULD RECEIVE ONLY ONE PAYMENT IF THE ANNUITANT DIES AFTER THE
FIRST PAYMENT, TWO PAYMENTS IF THE ANNUITANT DIES AFTER THE SECOND PAYMENT, ETC.

                                       30


Option 6A - Joint and Survivor Life Income - Payments Adjusted For Inflation -
Guaranteed Period Certain (Fixed Income Payments Only). We make monthly Income
Payments adjusted for inflation as described below for as long as either of two
joint Annuitants remains alive, with the guarantee that payments will be made
for a period of five, 10, 15 or 20 years as selected by the Owner. If after the
second Annuitant dies, payments have been made for fewer than the selected
number of years, payments will be made to the Payee or any successor Payee who
was not a joint Annuitant or such successor Payee may elect to receive the
present value of the remaining payments (computed as described in the Contract)
in a lump sum. If there is no such successor Payee or if the successor Payee
dies, the present value of the remaining payments will be paid to the estate of
the last surviving Payee.

Option 6B - Joint and Survivor Life Income - Payments Adjusted For Inflation
(Fixed Income Payments Only). We make monthly Income Payments adjusted for
inflation as described below for as long as two joint Annuitants remain alive.
The same as Option 6A except that payments are not guaranteed for a specific
number of years. UNDER THIS OPTION, A PAYEE COULD RECEIVE ONLY ONE PAYMENT IF
BOTH ANNUITANTS DIE AFTER THE FIRST PAYMENT, TWO PAYMENTS IF BOTH ANNUITANTS DIE
AFTER THE SECOND PAYMENT, ETC.

Option 7 - Single Life Income - Payments Adjusted For Inflation - Lifetime
Payout with Cash Refund (Fixed Income Payments Only). We will make monthly
Income Payments adjusted for inflation as described below for as long as the
Annuitant lives. The total amount paid under this option will be at least equal
to the Contract Value applied. If the Annuitant dies and the total of all Income
Payments paid is less than the Contract Value applied to this option, the
difference will be payable to the Payee or a successor Payee in a lump sum. If
there is no successor Payee, it will be payable to the Payee's estate.

Option 8 - Joint and Survivor Life Income - Payments Adjusted For Inflation -
Lifetime Payout with Cash Refund (Fixed Income Payments Only). We will make
monthly Income Payments adjusted for inflation as described below for as long as
either of two joint Annuitants remains alive. The total amount paid under this
option will be at least equal to the Contract Value applied. If at the death of
the second Annuitant, the total of all Income Payments paid is less than the
Contract Value applied to this option, the difference will be payable to the
Payee or a successor Payee in a lump sum. If there is no successor Payee, it
will be payable to the last surviving Payee's estate.

Adjustments for Inflation. For Options 5A, 5B, 6A, 6B, 7, and 8, Income Payments
will be adjusted for inflation at the beginning of each calendar year. The
adjustment is based on the percentage increase in the Consumer Price Index -
Urban Wage Earners and Clerical Workers (Current Series) for the 12-month period
ended September 30 of the prior calendar year. If the change in the index is
negative, no adjustment will be made. If the CPI-W is discontinued, a substitute
index will be used. Such substitute index may be subject to approval by your
state insurance department. We may discontinue offering Options 5A, 5B, 6A, 6B,
7, and 8 if the U.S. Treasury Department no longer issues new Treasury
Inflation Protection Securities.

Alternate Payment Option. In lieu of one of the above options, the Payout
Proceeds or death benefit, as applicable, may be applied to any other payment
option we make available.

Please note that annuity options without a life contingency (e.g., Options 1, 2A
and 2B) may not satisfy required minimum distribution rules. Consult a tax
advisor before electing one of these options.

DEATH BENEFIT AFTER THE PAYOUT DATE
If an Owner dies after the Payout Date, any surviving Owner becomes the sole
Owner. If there is no surviving Owner, the successor Payee becomes the new
Owner. If there is no successor Payee, the surviving Annuitant becomes the new
Owner. Such Owners will have the rights of Owners after the Payout Date,
including the right to name successor Payees if the deceased Owner had not
previously done so. The death of an Annuitant after the Payout Date will have
the effect stated in the Income Payout Option pursuant to which Income Payments
are being made.

                             CHARGES AND DEDUCTIONS
================================================================================

SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE)

Charge for Partial Withdrawal or Surrender. No sales charge deduction is made
from purchase payments when amounts are deposited into the Contracts. However,
if any amount is withdrawn or surrendered within seven years (B-Share Contracts)
or four years (L-Share Contracts) of being received by us (or from the Contract
Issue Date for Section 457 plans that do not choose the Extra Credit Plan), we
will withdraw the amount requested and deduct a surrender charge from the
remaining Contract Value. We deduct a surrender charge to compensate us for the
distribution costs when Owners surrender or withdraw before distribution costs
have been recovered.

The surrender charge is calculated by multiplying the applicable charge
percentage (as shown below) by the amount of purchase payments surrendered. This
means that you would pay the same charge at the time of withdrawal or surrender
regardless of whether your Contract Value has increased or decreased. There is
no surrender charge for withdrawal of Contract Value in excess of aggregate
purchase payments (less withdrawals of such payments). The surrender charge
generally is calculated using the assumption that all Contract Value in excess
of aggregate purchase payments (less withdrawals of such payments) is
surrendered before any purchase payments and that purchase payments are
surrendered on a first-in-first-out basis. This assumption works to your
advantage if you anticipate a current need to assess your Contract Value.

                                       31


However, if you elect to receive Purchase Payment Credits, the assumptions we
uses in assessing the surrender charge are different. We will assume that
earnings will be withdrawn last. Specifically, in applying the surrender charge
with a Purchase Payment Credit, we will assume Contract Value is withdrawn as
follows: first, the oldest purchase payments are withdrawn; second, 10% of
purchase payments free of surrender charge will be withdrawn; and finally,
purchase payments subject to surrender charge will be withdrawn. After all
purchase payments have been withdrawn (and all surrender charges paid) earnings
will be withdrawn. This change in withdrawal order has no impact on taxation of
the withdrawal. However, it does mean that you will not have access to 100% of
the gain in your Contract without first withdrawing 100% of your purchase
payments and paying any associated surrender charges. This assumption works to
your disadvantage if you anticipate a current need to assess your Contract
Value.

The surrender charge schedule varies by Class and whether you have elected to
receive Purchase Payment Credits. The schedule is set forth below:



----------------------------------------------------------------------------------------------------------------------------
Number of Full Years Between         Charge as a Percentage       Charge as a Percentage of       Charge as a Percentage of
 Date of Purchase Payment and        of Purchase Payment -      Purchase Payment - Purchase         Purchase Payment -
       Date of Surrender                 B-Share Class            Payment Credits Elected               L-Share Class
----------------------------------------------------------------------------------------------------------------------------
                                                                                                    
                0                              8%                             9%                             8%
----------------------------------------------------------------------------------------------------------------------------
                1                              7%                             8%                             7%
----------------------------------------------------------------------------------------------------------------------------
                2                              6%                             7%                             6%
----------------------------------------------------------------------------------------------------------------------------
                3                              5%                             6%                             5%
----------------------------------------------------------------------------------------------------------------------------
                4                              4%                             5%                             0%
----------------------------------------------------------------------------------------------------------------------------
                5                              3%                             4%                             0%
----------------------------------------------------------------------------------------------------------------------------
                6                              2%                             3%                             0%
----------------------------------------------------------------------------------------------------------------------------
               7+                              0%                             0%                             0%
----------------------------------------------------------------------------------------------------------------------------


For B-Share Class Contracts issued in conjunction with plans that qualify under
Section 457(f) of the Code that do not choose the Extra Credit Plan, the
schedule of percentages shown above will apply from the Contract Issue Date to
the date of surrender, rather than from the number of years since the purchase
payment was made.

Assuming you elect to receive Purchase Payment Credits and you withdraw all
purchase payments within one year of payment, in no event will the surrender
charges we imposes, when added to any surrender charges previously assessed on
the Contract exceed 8.1% of aggregate purchase payments made to date for that
Contract. The surrender charge percentage rate in this case is 9% of purchase
payments withdrawn, but 10% of these payments will not be assessed a surrender
charge, as described below. The maximum surrender charge imposed on a single
withdrawal is 9%, assuming the amount not subject to surrender charge for the
Contract Year has already been utilized by a prior withdrawal.

Amounts Not Subject to Surrender Charge. In each Contract Year, earnings may be
withdrawn free of surrender charges. In addition, up to 10% of an amount equal
to the aggregate purchase payments still subject to a surrender charge (computed
at the time of the withdrawal or surrender) may be withdrawn or surrendered
during that year without a surrender charge. Any amounts surrendered or
withdrawn in excess of this 10% will be assessed a surrender charge. This right
is not cumulative from Contract Year to Contract Year. A surrender charge is not
assessed on Contract Value Increase Enhancements or Purchase Payment Credits.

For B-Share Class Contracts issued in conjunction with Section 457(f) Plans, in
each Contract Year, earnings not previously withdrawn and 10% of the purchase
payments being withdrawn may be withdrawn or surrendered during that year
without a surrender charge. The remaining 90% of purchase payments being
withdrawn will be subject to the surrender charge rate as outlined in the above
chart. This means that a portion of every withdrawal that is not earnings will
be subject to a surrender charge. A surrender charge is not assessed on Contract
Value Increase Enhancements or Purchase Payment Credits.

Waiver of Surrender Charge. (This benefit may be exercised only one time). In
most states, the Contract provides that, upon Written Request from the Owner
before the Payout Date, the surrender change will be waived on one partial
withdrawal or surrender if the Annuitant is:

   (1)   confined to nursing home or hospital after the Contract is issued (as
         described in the Contract); or
   (2)   becomes terminally ill after the Contract is issued (as described in
         the Contract); or
   (3)   becomes unemployed at least one year after the Contract is issued, has
         received unemployment compensation for at least 30 days and is
         receiving it at the time of the withdrawal or surrender (as described
         in the Contract); or
   (4)   the Annuitant's primary residence is located in an area that is
         declared a disaster area declared as such by the United States
         President and $50,000 of damage is sustained to the residence as a
         result of the disaster and after the Contract is issued (as described
         in the Contract).

The waiver is not available in some states, and, therefore, is not described in
Contracts issued in those states. The terms under which the surrender charge
will be waived may vary in some states and are described in Contracts issued in
those states. This benefit may be exercised only one time.

                                       32


TRANSFER PROCESSING FEE
Currently no fee is charged for transfers. However, we may charge $10 for each
transfer to compensate us for transfer processing costs. The transfer charge is
not applicable to transfers of Fixed Amounts designated to a DCA Fixed Period.
Each Written Request or telephone/fax authorization is considered to be one
transfer, regardless of the number of Subaccounts or Fixed Amounts affected by
the transfer. The transfer fee is deducted from the account from which the
transfer is made. If a transfer is made from more than one account at the same
time, the transfer fee is deducted pro-rata from the accounts.

DUPLICATE CONTRACT CHARGE
You can obtain a summary of your Contract at no charge. There will be a $30
charge for a duplicate Contract. In addition, a Written Request is needed to
request a duplicate Contract.

LOAN INTEREST SPREAD
While a loan is outstanding, loan interest is payable at the end of each
Contract Year or, if earlier, on the date of loan repayment, surrender,
termination, or death of the Annuitant. Loan interest is charged in arrears on
the amount of an outstanding loan. Loan interest that is unpaid when due will be
added to the amount of the loan at the end of each Contract Year and will bear
interest at the same rate.

We charge an annual interest rate of 6.5% on loans. After offsetting the 3%
interest we guarantee we will credit to the Loan Account, the maximum guaranteed
net cost of loans is 3.5% (annually). The current loan interest spread is 2.00%

RESEARCH FEE
We may charge you a fee when you request information that is duplicative of
information previously provided to you and requires extensive research.

ENDORSEMENT CHARGES
Generally, there is no charge for the Change of Annuitant Endorsement, however,
if the Owner exercises the rights under this endorsement during the first two
Contract Years, we may charge up to $150 to offset our expenses incurred in
connection with the endorsement. If a fee is imposed, this fee will be deducted
from the Contract Value at the time of the change of Annuitant. The Change of
Annuitant Endorsement is subject to a number of conditions. Please see the
Endorsement for more information.

Currently there is no charge for the Income Payment Increase Endorsement;
however, we may charge up to $150 for the endorsement. If a charge is assessed,
it will be deducted from the additional amount received before it is added to
the Contract Value applied to the Income Payout Option.

ANNUAL CONTRACT FEE
On each Contract Anniversary before the Payout Date, we deduct an annual
Contract fee of $30 to pay for administrative expenses. The fee is deducted
from each Subaccount and from the Fixed Account based on a proportional basis.
We may deduct the annual Contract Fee upon surrender of a Contract on a date
other than a Contract Anniversary. A pro-rated portion of the fee is deducted
upon application to an Income Payout Option. After the Payout Date, the annual
Contract fee is deducted from variable Income Payments. We do not deduct the
annual Contract fee on Contracts with a Contract Value of $50,000 or more on the
Contract Anniversary. The Contract fee will not be charged after the Payout Date
when a Contract with a Contract Value of $50,000 or more has been applied to an
Income Payout Option.

MORTALITY AND EXPENSE RISK CHARGE
We deduct a mortality and expense risk charge from the Variable Account. The
charges are computed and deducted on a daily basis, and are equal to an annual
rate of (i) 1.15% of the average daily net assets of the Variable Account for
the B-Share, (ii) 1.60% of the average daily net assets of the Variable Account
if you elect to receive Purchase Payments Credits, and (iii) 1.65% of the
average daily net assets of the Variable Account for the L-Share Class.

The mortality risk we assume is that Annuitants may live for a longer period of
time than estimated when the guarantees in the Contract were established.
Because of these guarantees, each Payee is assured that longevity will not have
an adverse effect on the Income Payments received. The mortality risk that we
assume also includes a guarantee to pay a death benefit if the Annuitant dies
before the Payout Date. The expense risk that we assume is the risk that the
administrative fees and transfer fees (if imposed) may be insufficient to cover
actual future expenses.

We may use any profits from this charge to finance other expenses, including
expenses incurred in the administration of the Contracts and distribution
expenses related to the Contracts, or for any other purpose.

ADMINISTRATIVE CHARGE
We deduct a daily administrative charge to compensate us for administrative
expenses we incur. The charge is deducted at an annual rate of 0.15% of the
average daily net assets of the Variable Account.

ENHANCED DEATH BENEFIT RIDER CHARGES
The Maximum Anniversary Value Death Benefit carries an annual charge of 0.15% of
average monthly Contract value for the prior Contract Year. The 3% Annual
Guarantee Death Benefit rider carries an annual charge of 0.20% of average
monthly Contract Value

                                       33


for the prior year. The Earnings Enhanced Death Benefit rider carries an annual
charge of 0.30% of average monthly Contract Value for the prior year. In
addition, the Spouse Beneficiary Death Benefit rider carries an annual charge of
0.05% of average monthly Contract Value for the prior year. These charges, which
are intended to compensate us for the costs and risks we assume in providing the
riders, will be assessed on each Contract Anniversary. Each charge will be based
on the average monthly Contract Value for the previous Contract Year. The charge
will be deducted from the Subaccounts and Fixed Amounts on a pro-rata basis. A
pro-rata portion of this charge will be deducted upon surrender payment of death
proceeds, or selection of an Income Payout Option, if the surrender payment of
death proceeds or selection of an Income Payout Option does not occur on a
Contract Anniversary.

GUARANTEED LIVING BENEFIT CHARGES
Guaranteed Living Benefit charges are assessed on each Contract Anniversary and
are shown as a percentage of average daily Benefit Basis for the prior Contract
Year. The monthly date used for the calculation of average monthly Contract
Value is the same day each month as the Contract Issue Date. For Guaranteed
Lifetime Withdrawal Benefit and Guaranteed Minimum Accumulation Benefit riders
issued on and after the date of this Prospectus, the current annual charge is
0.85% and 0.80%, respectively.

If the benefit is in effect on the Contract Issue Date, we will not assess a
charge for the benefit until the first Contract Anniversary.

If a current rider is not approved in your state or your application for a rider
is dated prior to May 1, 2009, a prior, approved version may be issued, which
may have different charges. (See SUMMARY, Charges and Deductions and the
Appendices.) Information about prior versions of these riders is available in
the appendices to this Prospectus.

FUND EXPENSES
Because the Variable Account purchases shares of the Funds, the net assets of
the Variable Account will reflect the investment management fees and other
operating expenses incurred by such Funds. A more detailed description of these
fees and expenses may be found in the Funds' prospectuses, which follows this
Prospectus. Please note that the Ultra Series Fund, its investment adviser and
its distributor are affiliated with us. In addition, as discussed under
"Servicing Fees" above, the Funds pay us for providing certain administrative
services and/or CBSI for certain distribution services.

PREMIUM EXPENSE CHARGE
Various states and other governmental entities levy a premium tax on annuity
contracts issued by insurance companies. Premium tax rates currently range from
0% to 3.5%. This range is subject to change based on current state law. If
premium taxes are applicable to a Contract, the jurisdiction may require payment
(1) from purchase payments as they are received, (2) from Contract Value upon
withdrawal or surrender, (3) from Payout Proceeds upon application to an Income
Payout Option, or (4) upon payment of a death benefit. We will forward payment
to the taxing jurisdiction when required by law. Although we may deduct premium
taxes at the time such taxes are paid to the taxing authority, currently we do
not deduct premium tax unless the Contract is annuitized.

OTHER TAXES
Currently, no charge is made against the Variable Account for any federal, state
or local taxes (other than premium taxes) that we incur or that may be
attributable to the Variable Account or the Contracts. We may, however, make
such a charge in the future from Surrender Value, death benefit proceeds,
amounts applied to Income Payout Options, or Income Payments, as appropriate.

ADDITIONAL INFORMATION
We sell the Contracts through registered representatives of broker-dealers.
These registered representatives are also appointed and licensed as our
insurance agents. We pay commissions to the broker-dealers for selling the
Contracts. You do not directly pay this commission, we do. We intend to recover
commissions, marketing, administrative and other expenses and the cost of
Contract benefits through the fees and charges imposed under the Contracts. (See
DISTRIBUTION OF CONTRACTS.)

                             OPTIONAL DEATH BENEFITS
================================================================================

If the Owner elects one of the following enhanced death benefit riders, the
death benefit will not be paid as described above under the heading "Death
Benefit Before the Payout Date," and will be calculated as described below. We
assess a charge for each of the optional death benefit riders. Please consult a
competent tax adviser before electing any of these riders in connection with a
Qualified Contract. The tax rules for Qualified Contracts may limit the value of
a rider or endorsement.

MAXIMUM ANNIVERSARY VALUE DEATH BENEFIT
This rider provides a minimum death benefit prior to the Payout Date equal to
the Maximum Anniversary Value (as described below) less any Loan Amounts and
premium taxes not previously deducted. On the issue date, the Maximum
Anniversary Value is equal to the initial Net Purchase Payment. After the issue
date, the Maximum Anniversary Value will be calculated on three different dates:

   (1)   the date an additional purchase payment is received by us;
   (2)   the date of payment of a partial withdrawal; and
   (3)   on each Contract Anniversary.

When a purchase payment is received, the Maximum Anniversary Value is equal to
the most recently calculated Maximum Anniversary Value plus the Net Purchase
Payment.

                                       34


When a partial withdrawal is paid, the Maximum Anniversary Value is equal to the
most recently calculated Maximum Anniversary Value less an adjustment for the
partial withdrawal. The adjustment for each partial withdrawal is (1) divided by
(2) with the result multiplied by (3) where:

   (1)   is the partial withdrawal amount;
   (2)   is the Contract Value immediately prior to the partial withdrawal; and
   (3)   is the most recently calculated Maximum Anniversary Value less any
         adjustments for prior partial withdrawals (including any applicable
         surrender charges).

The Maximum Anniversary Value on each Contract Anniversary is the greater of the
most recently calculated Maximum Anniversary Value and your Contract Value.

This rider is available for Annuitants age 75 or less on the issue date. This
rider may not be available in all states.

3% ANNUAL GUARANTEE DEATH BENEFIT
This rider provides a minimum death benefit prior to the Payout Date equal to
the 3% Annual Guarantee Death Benefit less any Loan Amounts and premium expense
charge not previously deducted. On the issue date, the value of the 3% Annual
Guarantee Death Benefit is equal to the initial Net Purchase Payment.
Thereafter, the value of the 3% Annual Guarantee Death Benefit on each Contract
Anniversary is the lesser of:

   (1)   the sum of all Net Purchase Payments received minus an adjustment for
         partial withdrawals plus interest compounded at a 3% annual effective
         rate; or
   (2)   200% of all Net Purchase Payments received.

The adjustment for each partial withdrawal is equal to (1) divided by (2) with
the result multiplied by (3) where:

   (1)   is the partial withdrawal amount;
   (2)   is the Contract Value immediately prior to the withdrawal; and
   (3)   is the 3% Annual Guarantee Death Benefit immediately prior to the
         withdrawal, less any adjustments for earlier withdrawals (including any
         applicable surrender charges).

This rider is available for Annuitants age 75 or less on the issue date. This
rider may not be available in all states.

EARNINGS ENHANCED DEATH BENEFIT RIDER
This rider provides a minimum death benefit prior to the Payout Date equal to
the greater of:

   (1)   the death benefit proceeds provided by the Contract (i.e., the greater
         of: (i) aggregate Net Purchase Payments made under the Contract less a
         proportional adjustment for partial withdrawals as of the Valuation Day
         we receive Due Proof of Death; or (ii) Contract Value as of the
         Valuation Day we receive Due Proof of Death less any Purchase Payment
         Credits applied within 12 months of the Annuitant's death);
   (2)   the death benefit proceeds provided by any other rider attached to the
         Contract (e.g., the Maximum Anniversary Death Benefit or 3% Annual
         Guaranteed Death Benefit riders); or
   (3)   the Earnings Enhanced Death Benefit Proceeds, as such term is defined
         below, as of the date Due Proof of Death is received.

The death benefit proceeds described above will be reduced by any Loan Amount
and any applicable premium expense charge not previously deducted.

The Earnings Enhanced Death Benefit Proceeds are equal to Contract Value plus an
additional amount, not to exceed 100% of all remaining purchase payments,
calculated by multiplying earnings by:

   o     40% if the Annuitant was age 70 or younger on the Contract Issue Date;
         or
   o     25% if the Annuitant was age 71 or older on the Contract Issue Date.

For this purpose: (1) "earnings" means Contract Value minus any applicable rider
charges accrued since the prior Contract Anniversary plus any remaining purchase
payments, and (2) "remaining purchase payments" means the sum of all Net
Purchase Payments received less the amount by which each partial withdrawal
exceeds the earnings in the Contract immediately prior to the withdrawal.
Earnings can never be less than zero.

Also for this purpose, Partial Withdrawals are deemed to be taken from Contract
Value representing earnings, and when no such earnings remain, from Contract
Value representing Net Purchase Payments on a first-in, first-out basis.

The Earnings Enhanced Death Benefit rider is only available if you elect the
Maximum Anniversary Value Death Benefit or the 3% Annual Guarantee Death
Benefit. This rider will terminate automatically if neither of the other
optional death benefit riders is in force. The Earnings Enhanced Death Benefit
rider cannot be elected with Purchase Payment Credits.

SPOUSE BENEFICIARY DEATH BENEFIT RIDER
The spousal death benefit extends the basic death benefit and any attached death
benefit riders on your life, during the accumulation period, to your spouse if
he or she is your sole Beneficiary under the Contract. If your spouse dies
before you do, the benefit (if any)

                                       35


described below will be paid into your Contract. You may wish to consider
electing this rider if you will be the sole Owner and Annuitant under the
Contract and you intend to name your spouse as your sole Beneficiary.

You should not add this rider if you do not intend for your spouse to be the
sole Beneficiary, if you desire to name a co-Annuitant, or if you are not the
sole Owner of the Contract.

This rider provides a spousal death benefit if your spouse Beneficiary dies
during the accumulation period provided: you are named as both the sole
Annuitant and the sole Owner; your spouse is named as the sole Beneficiary; your
spouse has signed the application or Written Request for this rider; and both
you and your spouse are less than age 76 on the rider effective date.

The Spouse Beneficiary Death Benefit rider will not be issued in conjunction
with the Earnings Enhanced Death Benefit. We are currently not offering it with
Qualified Contracts.

Spouse Beneficiary Death Benefit. In the event your spouse Beneficiary who
signed the original application dies, we will calculate the spousal death
benefit proceeds according to the terms of the Contract including any attached
death benefit riders, and compare the amount of those proceeds to the Surrender
Value as of the date we receive Due Proof of Death. If the death benefit
proceeds are greater than your Surrender Value, we will allocate the difference
according to the purchase payment allocation designation on file as of the date
we receive Due Proof of Death. If death benefit proceeds are less than your
Surrender Value on the date we receive Due Proof of Death, no additional amount
will be added to your Contract. The charges for this rider will not be refunded.

The additional amount, if any, will not increase surrender charges on the
Contract. However, any amount allocated to the Fixed Account will begin a new
Fixed Period. It is possible that any distribution attributable to the Spouse
Beneficiary Death Benefit will be taxable in full.

Termination. The Spouse Beneficiary Death Benefit rider will terminate on the
earliest of:

    o    the date death benefit proceeds become payable on you according to the
         provisions of the Contract;
    o    the date death benefit proceeds become payable on your spouse
         Beneficiary according to the terms of this rider;
    o    the Payout Date;
    o    the date we receive Written Request to change your Beneficiary;
    o    the date you surrender your Contract; or
    o    the date you chose to end this rider by Written Request to us.

If your spouse Beneficiary ceases to be your spouse, this rider will terminate
on the date you notify we.

Charges. If you elect the Spouse Beneficiary Death Benefit, we will deduct a
charge that compensates us for the costs and risks we assume in providing this
benefit. The current annual Spouse Beneficiary Death Benefit charge percentage
is 0.05%.

Examples showing how these benefits work are provided in Appendix B.

The amount of the Spouse Beneficiary Death Benefit charge is calculated by
multiplying the current annual Spouse Beneficiary Death Benefit charge
percentage by the average monthly Contract Value for the prior Contract Year.
The average monthly Contract Value is equal to the sum of each monthly Contract
Value (the Contract Value as of the same day of the month as the Contract Issue
Date) divided by the number of months in the period. On each Contract
Anniversary during the accumulation period, we will deduct the Spouse
Beneficiary Death Benefit charge pro-rata from your Contract Value.

A pro-rata portion of the charge also will deducted upon Contract surrender,
termination of the rider, payment of death benefit proceeds, or start of
payments under an Income Payout Option, if the surrender, termination, payment
of death benefit proceeds or start of payments under an Income Payout Option
does not occur on a Contract Anniversary.

                         AVAILABLE CONTRACT ENDORSEMENTS
================================================================================

In addition to the Contract Value Increase Enhancement and the Purchase Payment
Credit Benefit discussed above under "Description of the Contract, the following
endorsements may be available on your Contract.

INCOME PAYMENT INCREASE ENDORSEMENT
Under this endorsement and subject to the conditions described therein, you may
increase the Income Payment under any Income Payout Option (other than Income
Payout Option 1) by sending us an additional payment of up to $1 million with
your Written Request electing an Income Payout Option. We deduct the premium
expense charge, if any, from the additional payment and the additional amount is
added to the Contract Value applied to the Income Payout Option.

You should consider this endorsement only if you have sufficient funds outside
of the Contract to meet your immediate cash needs. We may charge up to $150 for
the endorsement.

LOAN ACCOUNT ENDORSEMENT
A Loan Account endorsement is available for Contracts meeting the requirements
of Section 403(b) of the Code. The endorsement permits Owners to borrow money
from us using the Contract Value as collateral and provides for the
establishment of a Loan Account under the Contract that is part of the Fixed
Account. To facilitate a loan, Variable Contract Value and/or Fixed Contract
Value in the

                                       36


amount of the loan is transferred to the Loan Account and held as collateral. We
charges you interest on the Loan Amount at an effective annual rate of 6.50% and
credits interest on the collateral in the Loan Account at an effective annual
rate of 3.00%. Please see the Endorsement for more information.

You should consider the cost of borrowing before taking a loan from the
Contract. You will pay more loan interest that than you will earn on your Loan
Account. You should consider your ability to repay the loan and the tax
implications if you fail to repay it as scheduled. We do not charge a fee for
this endorsement.

CHANGE OF ANNUITANT ENDORSEMENT
This endorsement permits an Owner that is a business or trust to change the
Annuitant at any time when the current Annuitant is alive provided that both the
current Annuitant and new Annuitant are selected managers or highly compensated
employees of the Owner. Generally, there is no charge for this endorsement,
however, if the Owner exercises the rights under this endorsement during the
first two Contract Years, we may charge up to $150 to offset our expenses
incurred in connection with the endorsement. The Change of Annuitant Endorsement
is subject to a number of conditions. Please see the Endorsement for more
information.

You may wish to consider this endorsement if you are a business or trust and you
believe it would be beneficial to have the ability to change Annuitants as
allowed by the endorsement. You may want to consider surrender charges, possible
tax implications and other factors associated with the surrender of the Contract
in connection with an event causing the current Annuitant to be no longer
associated with the business or trust.

SPOUSAL CONTINUATION ENDORSEMENT
Under this endorsement, your spouse may elect to continue your Contract in lieu
of taking a lump sum death benefit payment. There are conditions, however,
associated with this endorsement. These conditions are that: you are named as
both the sole Annuitant and sole Owner; your spouse is named as the sole
Beneficiary; your death occurs during the accumulation period; your spouse is
less than age 95 on the contract continuation date; your Contract is not
collaterally assigned; and we receive your spouse's Written Request to elect
this benefit within 60 days of receipt of Due Proof of Death.

If you are named as both the sole Annuitant and sole Owner and your spouse is
named as the sole Beneficiary, this endorsement will automatically be issued
with your Contract.

If your spouse elects spousal continuation, we will calculate the death benefit
proceeds according to the terms of the Contract including any attached death
benefit riders and compare that amount to the Contract Value, as of the
Valuation Day we receive Due Proof of Death at our Mailing Address, which will
have been reduced by any applicable pro-rata rider charges, any premium expense
charge not previously deducted, and any Loan Amount. The greater of these two
amounts is the Contract continuation amount. Your Loan Amount, if any, will be
repaid as of the Contract continuation date. The entire Contract continuation
amount will become the Contract Value as of the Contract continuation date and
that amount will be allocated to the Subaccount(s) or the Fixed Account
selection we receive by Written Request (otherwise, we will use the purchase
payment allocation designation we have on file). We will waive all surrender
charges applicable to purchase payments made prior to the Contract continuation
date. As of the Contract continuation date, your spouse will become the new
Owner and Annuitant, and may exercise all rights under the Contract. The
Contract continuation date will be the measurement date for Contract
Anniversaries of the continued Contract. The anticipated Payout Date for the
continued Contract will be the later of Contract Anniversary following the new
spouse Owner's 85th birthday or 10 years after the Contract continuation date.

All optional benefit riders/endorsements issued to you as Owner will terminate
as of the date we receive Due Proof of Death at our Mailing Address. If you were
the original spouse Beneficiary named on the original application you may, as
new Owner, elect any optional benefit riders/endorsements we make available by
Written Request, subject to Company approval.

We will currently allow the original spouse Beneficiary named on the original
application, as new Owner, to add optional death benefit riders, except for the
Earnings Enhanced Death Benefit. We also currently allow your spouse, as new
Owner, to add the Guaranteed Lifetime Withdrawal Benefit or the Guaranteed
Minimum Accumulation Benefit rider.

Please note that spousal continuation alone will not satisfy minimum required
distribution rules for Qualified Contracts other than IRAs. Your spouse will
need to begin required distributions after your death. You should consult a tax
adviser.

Spousal continuation is only available on non-Qualified Contracts and IRA
Contracts. There is no charge for spousal continuation endorsement.

You and your spouse should consider the tax implications of continuation (or
termination) of the Contract in the event of your death before making a decision
to exercise this benefit.

                             OPTIONAL BENEFIT RIDERS
================================================================================


The following optional benefit riders are offered on the Contract. You may elect
either the Guaranteed Lifetime Withdrawal Benefit or the Guaranteed Minimum
Accumulation Benefit, but not both. We assess a charge for each of the optional
benefit riders. Currently, these riders are available only when you purchase
your Contract or, with respect to the Guaranteed Lifetime Withdrawal Benefit
rider,


                                       37



after Contract issue on conversion from a Guaranteed Minimum Accumulation
Benefit rider. We may make these riders available under different circumstances
or discontinue offering them in the future.


You should elect the Guaranteed Lifetime Withdrawal Benefit if you are
interested in predictable withdrawals that will guarantee the return of your
principal or lifetime withdrawals while participating in the market.

You should not elect the Guaranteed Lifetime Withdrawal Benefit if:

    o    you plan to take partial withdrawals in excess of the guaranteed
         maximum withdrawal in a Contract Year because those withdrawals may
         significantly reduce or eliminate the value of the benefit;
    o    you are interested in long term accumulation rather than receiving
         payments; or
    o    you have a Qualified Contract with withdrawal restrictions and you are
         under age 59 1/2 and are actively employed.

You should elect the Guaranteed Minimum Accumulation Benefit if you are
interested in guaranteeing your initial principal with the potential to build
your assets while participating in the market.

You should not elect the Guaranteed Minimum Accumulation Benefit if you are
interested in receiving payments while the Guaranteed Minimum Accumulation
Benefit is in effect. Partials withdrawals may reduce the Benefit Basis by more
than the withdrawal amount. In particular, you should not purchase a Guaranteed
Minimum Accumulation Benefit if you plan to take required minimum distributions
(whether or not you take them under the Automatic Required Minimum Distribution
Plan) from this Contract.

You should not elect either the Guaranteed Lifetime Withdrawal Benefit or the
Guaranteed Minimum Accumulation Benefit if:

    o    you plan to make additional purchase payments in excess of the maximum
         window purchase payment amount or after the window period, because
         those payments will not increase your benefit, but will increase the
         cost of the rider; or
    o    you would prefer that your Contract Value not be allocated to an
         available Benefit Allocation Model because all Contract Value must be
         allocated to a Benefit Allocation Model for the riders to remain in
         effect.

The guarantees provided under the Guaranteed Lifetime Withdrawal Benefit and the
Guaranteed Minimum Accumulation Benefit are subject to our claims-paying
ability. Therefore, if we become insolvent, the benefits may not be paid. We may
discontinue offering the Guaranteed Lifetime Withdrawal Benefit and Guaranteed
Minimum Accumulation Benefit at any time.

One or both of these riders may not be available in your state, or your state
may not have approved the current version of the rider. Prior versions of the
riders are described in the appendices. Contact your agent or us to confirm
whether and, if so, what version of these riders are available to you.

INCOME PROTECTOR
Income Protector is a Guaranteed Lifetime Withdrawal Benefit rider. If the
current Guaranteed Lifetime Withdrawal Benefit rider is not approved in your
state or your application for the rider is dated prior to May 1, 2009, a prior,
approved version of a Guaranteed Lifetime Withdrawal Benefit or Guaranteed
Minimum Withdrawal Benefit rider may be issued. THE GUARANTEED LIFETIME
WITHDRAWAL BENEFIT RIDERS ARE DESCRIBED IN APPENDIX E (FOR RIDERS ISSUED AFTER
NOVEMBER 23, 2008 BUT BEFORE MAY 1, 2009). THE GUARANTEED MINIMUM WITHDRAWAL
BENEFIT RIDERS ARE DESCRIBED IN APPENDIX G (FOR RIDERS ISSUED AFTER OCTOBER 29,
2006 AND BEFORE OCTOBER 29, 2007), AND APPENDIX F (FOR RIDERS ISSUED AFTER
OCTOBER 28, 2007 AND BEFORE NOVEMBER 24, 2008). THESE APPENDICES ALSO DESCRIBE
THE RIDER THAT MAY BE ISSUED TO YOU IF A CURRENT VERSION OF THE GUARANTEED
LIFETIME WITHDRAWAL BENEFIT RIDER IS NOT YET APPROVED IN YOUR STATE.

Definitions. We use the following definitions to describe how the optional
Guaranteed Lifetime Withdrawal Benefit riders work:

Annuitant's Age 85 Contract Anniversary means the Contract Anniversary that is
on or immediately follows the Annuitant's 85th birthday (the youngest Annuitant,
if joint Annuitants).

Excess withdrawal means a withdrawal that either by itself or when added to all
other withdrawals during a rider year, exceeds the guaranteed annual lifetime
withdrawal amount ("GALWA"). The amount that is in excess of GALWA is considered
the excess withdrawal amount.

Guaranteed Annual Lifetime Withdrawal Amount or GALWA means the maximum
guaranteed withdrawal amount available to be withdrawn each Contract Year under
the rider while an Annuitant is alive.

Lifetime withdrawal means the specified annual withdrawals that can be made each
rider year while an Annuitant is alive.

Lifetime Benefit Basis means the value used to determine the GALWA. It will be
reduced if an excess withdrawal occurs.

Non-Lifetime Withdrawal is the first withdrawal after the Income Later rider is
issued, if there are no additional withdrawals in the same rider year and no
withdrawals in the rider year immediately following the first withdrawal.

Rider anniversary means the same day and month as the rider issue date for each
year that the rider remains in force.

Rider year means any twelve-month period beginning on a rider issue date or a
rider anniversary and ending one day before the next rider anniversary.

                                       38


Window period means the period of time that additional purchase payments made
may be included in the Lifetime Benefit Basis. The window period, if any, is
shown on your Rider Data Page.


General. Guaranteed Lifetime Withdrawal Benefit riders are optional riders that
permit you to receive annual minimum payments regardless of your Contract Value
during the Annuitant's lifetime (or until the second Annuitant's death if there
are joint Annuitants) if certain conditions are met. We offer two different
rider options, Income Now and Income Later, each with unique guaranteed minimum
withdrawal features, for the same rider charge rate. You must make an
irrevocable choice of one of these options when you elect a Guaranteed Lifetime
Withdrawal Benefit rider. The Income Now option is designed for Owners who
expect to start taking withdrawals in the near future. The Income Later option
is designed for Owners who expect to delay taking withdrawals. Examples of how
the Income Now and Income Later options work are provided in Appendix C.


When you elect the Guaranteed Lifetime Withdrawal Benefit at Contract issue, you
also receive the Minimum Guarantee Death Benefit. This death benefit takes the
place of the basic death benefits offered in the Contract. However, if you
cancel your Guaranteed Lifetime Withdrawal Benefit rider, you will also cancel
the death benefit option. In that case, your Contract will revert to the basic
death benefit offered in the Contract, and we will make a proportionate
adjustment each time you take a partial withdrawal.


If you convert from a Guaranteed Minimum Accumulation Benefit rider to a
Guaranteed Lifetime Withdrawal Benefit rider, you will keep the basic death
benefit offered in the Contract and have a pro-rata adjustment for all
withdrawals. If you purchased a death benefit rider in addition to the
Guaranteed Minimum Accumulation Benefit that is being converted, that death
benefit rider will continue, and will be adjusted pro-rata for all withdrawals.

The Guaranteed Lifetime Withdrawal Benefit riders are available for an
additional charge. If you do not choose to make withdrawals under your
Guaranteed Lifetime Withdrawal Benefit rider, the charges collected for this
benefit will not be refunded. The addition of this rider to your Contract may
not be in your best interest because an additional annual charge is assessed for
this benefit, and in order to receive the full benefit of withdrawals for your
lifetime, your Contract Value must be reduced to zero and the Annuitant must be
living at that time. You may elect either the Guaranteed Lifetime Withdrawal
Benefit or the Guaranteed Minimum Accumulation Benefit, but not both optional
benefits.


We provide additional information about the Guaranteed Lifetime Withdrawal
Benefit below in the following sections:

    o    "Electing a Guaranteed Lifetime Withdrawal Benefit Rider" - describes
         the eligibility requirements associated with the riders.
    o    "Withdrawals in General" - describes how the actual amount you choose
         to withdraw affects certain features of the riders, and describes
         Guaranteed Lifetime Withdrawal Benefit settlements that occur when
         lifetime withdrawals are payable but your Contract Value reaches zero.
         It also describes how the Non-Lifetime Withdrawal works.
    o    "Amount of your GALWA" - describes how we determine your GALWA.
    o    "Lifetime Benefit Basis" - describes how the lifetime benefit is
         calculated, and how an increase in the Lifetime Benefit Basis may occur
         in the window period.
    o    "Simple Interest Benefit" and "Lifetime Benefit Basis Step-Up" -
         describe how you may increase the Lifetime Benefit Basis, and thus
         increase the GALWA.
    o    "Lifetime Benefit increases if both the Simple Interest Benefit and the
         Step-Up option are in effect" - describes how we will increase the
         Lifetime Benefit Basis if both benefits are in effect.
    o    "Excess Withdrawals" - describes how your Lifetime Benefit Basis,
         Simple Interest Benefit Basis and GALWA will be reduced if you take an
         excess withdrawal.
    o    "Allocation Options" - describes how your Net Purchase Payments, as
         well as any applicable Contract Value Increase Enhancements and
         Purchase Payment Credits, and your Contract Value must be allocated for
         your rider to remain in force.
    o    "Death Benefit" - describes the Guaranteed Lifetime Withdrawal Benefit
         with Minimum Guaranteed Death Benefit.
    o    "Spousal Continuation Endorsement," "Joint Annuitant Death," and "In
         the Event of Divorce" - describe how the rider works with those other
         endorsement, Contract or administrative provisions.
    o    "Termination" - describes the events that will cause the rider to
         terminate.
    o    "Guaranteed Lifetime Withdrawal Benefit Charge" - describes the fees
         for the rider.

See Appendix C for examples of how a Guaranteed Lifetime Withdrawal Benefit
rider will work.

Electing a Guaranteed Lifetime Withdrawal Benefit Rider. You must satisfy
certain eligibility requirements to elect the Guaranteed Lifetime Withdrawal
Benefit rider. These requirements vary based on how your Contract is owned.

Age Requirements: For single Owner Contracts, you may elect the Guaranteed
Lifetime Withdrawal Benefit rider if the Owner is between ages 55 and 85 on the
rider issue date. If the Owner is not a natural person, you may elect the
Guaranteed Lifetime Withdrawal Benefit rider if each Annuitant is a natural
person and between the ages of 55 and 85 on the rider issue date. For jointly
owned Contracts, you may elect the Guaranteed Lifetime Withdrawal Benefit rider
if each Owner is between ages 55 and 85 on the rider issue date. The chart below
illustrates the age eligibility requirements for the Guaranteed Lifetime
Withdrawal Benefit rider:

                                       39




---------------------------------------------------------------------------------------------
       TYPE OF CONTRACT                           AGE REQUIREMENTS AT RIDER ISSUE DATE
---------------------------------------------------------------------------------------------
                                       
Single Owner                              Owner must be between ages 55-85
---------------------------------------------------------------------------------------------
Single Owner/Non-Natural Owner            Each Annuitant must be between ages 55-85
---------------------------------------------------------------------------------------------
Jointly Owned Contract                    Joint Owners must both be between ages 55-85
---------------------------------------------------------------------------------------------


In order to comply with certain provisions of the Code, the following Owner,
Annuitant, and Beneficiary requirements apply:

         o    For jointly owned Contracts, the Owners must be spouses, they must
              be the Annuitant or Annuitants, and only they can be designated
              beneficiaries(y). If only one of the spouses is the Annuitant, the
              other spouse must be the sole Beneficiary prior to annuitization.
         o    For a single natural person owned Contract covering a single life,
              the Annuitant must be the sole Owner.
         o    If there are two Annuitants, they must be spouses, one or both
              must be the Owner(s), and they both must be the designated
              Beneficiaries.
         o    If the Owner is not a natural person, then the Annuitant(s) must
              be a natural person(s); if there are joint Annuitants, they must
              be spouses and the sole Beneficiaries must be the joint
              Annuitants.


Guaranteed Lifetime Withdrawal Benefit riders are not offered on new Contracts
issued as Beneficiary IRA Contracts or TSAs. We may accept or refuse to issue a
Guaranteed Lifetime Withdrawal Benefit rider in our sole discretion.

Features of the Income Now Option. The following discussion describes certain
aspects of how the Income Now option works, which may be different from the
Income Later option.

Withdrawals in General. You may make withdrawals up to the GALWA while at least
one Annuitant is living (please note, however, that as discussed below and under
certain conditions, you may continue to receive your guaranteed annual lifetime
withdrawals under a settlement option if the Guaranteed Lifetime Withdrawal
Benefit rider has terminated because your Contract Value has become zero).

The first time you make a withdrawal under the rider, the Simple Interest
Benefit (described below) will terminate.

Lifetime withdrawals up to the GALWA will not impact the Lifetime Benefit Basis.
This restriction is intended to minimize the risk that your Contract Value will
be reduced to zero because of lifetime withdrawals before the Annuitant's death,
thereby requiring us to make payments to you under a Guaranteed Lifetime
Withdrawal Benefit settlement. If, after you have taken a withdrawal, you choose
to receive only a part of, or none of, your lifetime withdrawal in any given
rider year, your GALWA will not increase for future rider years.


Within each rider year, you may take excess withdrawals. Excess withdrawals will
reduce your Lifetime Benefit Basis and your Simple Interest Benefit Basis as
described below, and may do so by more than the actual amount of the excess
withdrawal. CURRENTLY, SCHEDULED WITHDRAWALS UNDER A SYSTEMATIC WITHDRAWAL
PROGRAM TO SATISFY A REQUIRED MINIMUM DISTRIBUTION PLAN FOR THE VALUE OF THIS
CONTRACT ARE NOT CONSIDERED EXCESS WITHDRAWALS PROVIDED YOU ENROLL IN THE
AUTOMATIC REQUIRED MINIMUM DISTRIBUTION PLAN. (SEE DESCRIPTION OF THE CONTRACT,
SURRENDERS (REDEMPTIONS) AND PARTIAL WITHDRAWALS.)


Please note that all withdrawals under the Guaranteed Lifetime Withdrawal
Benefit rider are also partial withdrawals under the Contract. Such withdrawals
will reduce your death benefit and may be taxable. Any applicable contingent
deferred sales charge will apply to all withdrawals. Please note that adding the
Guaranteed Lifetime Withdrawal Benefit rider to your Contract will not
automatically cancel any systematic withdrawals you have established. Because
withdrawals more than your GALWA may significantly reduce or eliminate your
ability to make lifetime withdrawals under the rider, you should consider
whether any existing systematic withdrawals should be adjusted. If a lifetime
withdrawal under the Guaranteed Lifetime Withdrawal Benefit causes your Contract
Value to be equal to or less than zero, we will pay any remaining lifetime
withdrawals under the terms of the Income Payout Option that we will make
available for that purpose ("Guaranteed Lifetime Withdrawal Benefit
settlement"). Your Contract, the Guaranteed Lifetime Withdrawal Benefit rider,
and all other riders attached to your Contract then will terminate. At that
time, only the Guaranteed Lifetime Withdrawal Benefit settlement will be in
effect. Any withdrawal you make before a Guaranteed Lifetime Withdrawal Benefit
settlement is a withdrawal made from your Contract Value. We are only required
to start using our own money to make payments when there is a Guaranteed
Lifetime Withdrawal Benefit settlement.


If the lifetime withdrawals continue past the anticipated Payout Date, we will
allow you to extend that Payout Date. The Payout Date under the rider will
become the new extended Payout Date. Your Guaranteed Lifetime Withdrawal Benefit
rider and the charges for the rider will continue until the new extended Payout
Date. However, if you extend the Payout Date beyond the Contract Anniversary
following the Annuitant's (primary Annuitant, if joint Annuitants) 85th birthday
(or 10 years from the Contract Issue Date, if later) (the "Maximum Payout
Date"): (1) all other riders will terminate on that date, and (2) we will no
longer accept purchase payments under the Contract. You should consult your tax
advisor regarding the tax consequences of extending your Payout Date beyond the
Maximum Payout Date.

You should carefully consider when to begin taking lifetime withdrawals if you
have elected the Guaranteed Lifetime Withdrawal Benefit. If you begin taking
lifetime withdrawals too soon or delay taking lifetime withdrawals for too long,
you may limit the value of the Guaranteed Lifetime Withdrawal Benefit. Also,
charges for the Guaranteed Lifetime Withdrawal Benefit rider will accrue as of

                                       40


the rider issue date, even though you may not begin taking withdrawals for many
years, or ever. IF YOU ELECT THE GUARANTEED LIFETIME WITHDRAWAL BENEFIT FOR A
QUALIFIED CONTRACT, TAX RULES MAY PREVENT YOU FROM TAKING PARTIAL WITHDRAWALS
WHEN YOU OTHERWISE WOULD, OR REQUIRE YOU TO TAKE EXCESS WITHDRAWALS, REDUCING
YOUR LIFETIME BENEFIT BASIS. (SEE FEDERAL TAX MATTERS, TAXATION OF QUALIFIED
PLANS). Consult a tax advisor before purchasing the Guaranteed Lifetime
Withdrawal Benefit rider.


Examples of how withdrawals may affect your benefit under the Income Now option
are provided in Appendix C.

Amount of your GALWA. The GALWA is determined by multiplying the Lifetime
Benefit Basis by the annual lifetime benefit percentage, as shown below.




-----------------------------------------------------------------------------------------------------------
                                       Attained Age of Annuitant
-----------------------------------------------------------------------------------------------------------
                                               
Age            55   56   57   58   59   60   61   62   63   64   65   66   67   68   69   70   71   72   73
-----------------------------------------------------------------------------------------------------------
Percentage    4.2  4.4  4.6  4.8  5.1  5.2  5.3  5.4  5.5  5.6  5.7  5.8  5.9  6.0  6.1  6.2  6.3  6.4  6.5
-----------------------------------------------------------------------------------------------------------
Age            74  75    76   77   78   79   80   81   82   83   84   85
-----------------------------------------------------------------------------------------------------------
Percentage    6.6  6.7  6.8  6.9  7.0  7.1  7.2  7.3  7.4  7.5  7.6  7.7
-----------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------
                            Joint Annuitants - Attained Age of Younger Annuitant(1)
-----------------------------------------------------------------------------------------------------------
                                               
Age            55   56   57   58   59   60   61   62   63   64   65   66   67   68   69   70   71   72   73
-----------------------------------------------------------------------------------------------------------
Percentage    3.2  3.4  3.6  3.8  4.1  4.2  4.3  4.4  4.5  4.6  4.7  4.8  4.9  5.0  5.1  5.2  5.3  5.4  5.5
-----------------------------------------------------------------------------------------------------------
Age            74   75   76   77   78   79   80   81   82   83   84   85
-----------------------------------------------------------------------------------------------------------
Percentage    5.6  5.7  5.8  5.9  6.0  6.1  6.2  6.3  6.4  6.5  6.6  6.7
-----------------------------------------------------------------------------------------------------------


(1) If only one Annuitant is living at the time of your first withdrawal, the
percentages shown above currently will be increased by 1%.


The annual lifetime benefit percentage is based on the Annuitant's current age
at the time the first lifetime withdrawal occurs following the rider issue date.
If a step up occurs after the first withdrawal, the percentage will be based on
the Annuitant's current age at the time of the step up. This will result in an
increase to the annual withdrawal benefit percentage. Current age means the
Annuitant's age (youngest Annuitant if joint Annuitants) as of his or her last
birthday prior to the withdrawal or step up, as applicable.


The lifetime benefit percentages that apply to your Contract will be listed on
your Rider Data Page.

Lifetime Benefit Basis. Any change in the Lifetime Benefit Basis will also
result in a change in the GALWA. The Lifetime Benefit Basis is used only to
calculate the GALWA. The Lifetime Benefit Basis does not establish or guarantee
a minimum Contract Value, Surrender Value, death benefit, or return for any
Subaccount.

The Lifetime Benefit Basis as of the rider issue date is equal to: (i) your
initial Net Purchase Payment, if the rider is issued at Contract issue; (ii)
your Contract Value, if the rider is issued after the Contract Issue Date in
connection with a conversion from a Guaranteed Minimum Accumulation Benefit
rider; (iii) the greater of the Guaranteed Minimum Accumulation Benefit Basis or
the Contract Value as of the rider issue date, if the rider is issued as a
conversion from a Guaranteed Minimum Accumulation Benefit rider; or (iv) the
continuation amount, if the rider is issued as a result of spousal continuation.
We will increase the Lifetime Benefit Basis by any Net Purchase Payment we
receive during the window period, currently, the first 12 months after Contract
issue. If the rider is issued after Contract issue, including by conversion from
a Guaranteed Minimum Accumulation Benefit rider, this increase benefit is not
available. We limit the amount of window purchase payments that count toward
this benefit to the maximum window purchase payment, which is two times your
initial purchase payment. (This amount is shown on your Rider Data Page.) We are
currently waiving this limitation. You should carefully consider whether you
want to make purchase payments after the window period or in excess of the
maximum window purchase payment amount. Such purchase payments will increase the
cost of the Guaranteed Lifetime Withdrawal Benefit rider, but will not
participate in any Guaranteed Lifetime Withdrawal Benefit rider benefits.


Simple Interest Benefit. This benefit guarantees an increase in your Lifetime
Benefit Basis (and therefore your lifetime withdrawals under this rider) each
rider year the benefit is in effect. The benefit, however, does not increase
your Contract Value. Under the Income Now option, the increase will equal simple
interest of 3% of the Lifetime Benefit Basis at the end of each rider year
(before any step-up increases) the Simple Interest Benefit is in effect.

For the Simple Interest Benefit to take effect, your Lifetime Benefit Basis with
the applicable simple interest rate ("Simple Interest Benefit Basis") must be
greater than the Lifetime Benefit Basis for that rider anniversary. The Simple
Interest Benefit Basis on your rider issue date is equal to your Lifetime
Benefit Basis as of that date.

If you have a Qualified Contract, you may not be able to take advantage of all
10 years of the Simple Interest Benefit if you are within 10 years of your
required minimum distribution beginning date (generally age 70 1/2) at the time
you purchase the Contract.

This benefit will remain in effect until the earliest of:
    o    your first lifetime withdrawal following the rider issue date;
    o    the 10th rider anniversary; or


                                       41



    o    the date you violate the allocation restrictions by electing to
         transfer your Contract Value or change your allocation to a
         Subaccount(s) or Fixed Period other than an available Benefit
         Allocation Model.

Examples of how the Simple Interest Benefit Basis works are provided in Appendix
C.

Lifetime Benefit Basis Step-up. You may, subject to certain conditions, elect to
have the Lifetime Benefit Basis automatically "stepped-up" each year to equal
your current Contract Value. Step-ups will occur if your Contract Value is
greater than the Lifetime Benefit Basis as of the step-up date and we are
issuing new Guaranteed Lifetime Withdrawal Benefit riders on the date of the
step-up. A step-up in your Lifetime Benefit Basis will increase your GALWA.

Once elected, the Lifetime Benefit Basis will be stepped-up until the earliest
of the following:

    (a) the date you elect to transfer your Contract Value to a Subaccount(s) or
        Fixed Period other than an available Benefit Allocation Model;
    (b) the date you elect to change your allocation of Net Purchase Payments to
        a Subaccount(s) or Fixed Period other than an available Benefit
        Allocation Model;
    (c) the rider anniversary on or following the Annuitant's 85th birthday (the
        85th birthday of the younger Annuitant, if there are joint Annuitants);
        or
    (d) the date you terminate the option by Written Request.

Step-ups will begin on the rider anniversary following your Written Request for
automatic step-ups. If you elect the "step-up," the start date for the new
benefit period will be the step-up date and the Lifetime Benefit Basis will
equal your Contract Value as of the step-up date. Following your step-up
election, you may pay a new current charge, up to the maximum charge for your
rider, which may be higher. We will notify you 60 days in advance of the step-up
if the rider fee will increase. If you discontinue the automatic step-ups, you
may not re-elect the step-up option at a later time.

You should not elect a step-up under a Qualified Contract if you are within 10
years of your required minimum distribution beginning date (generally age
70 1/2) and you expect to take required minimum distributions from the Contract.

Lifetime Benefit increases if both the Simple Interest Benefit and the Step-Up
option are in effect. If both the Simple Interest Benefit and the Step-Up option
are in effect, we will compare the lifetime benefit increase for a rider
anniversary to the following amounts:

    (1) the Simple Interest Benefit Basis as of that rider anniversary; and
    (2) the current Contract Value as of that rider anniversary.

If either (1) or (2) above are greater than the Lifetime Benefit Basis for that
rider anniversary, the Lifetime Benefit Basis will be increased by the greater
amount. If both (1) and (2) above are lower than the Lifetime Benefit Basis for
that rider anniversary, there will be no adjustment for that rider year and the
Lifetime Benefit Basis will not change.

Excess Withdrawals. If an excess withdrawal occurs, the Lifetime Benefit Basis
will be reset to equal the previous Lifetime Benefit Basis reduced by the
greater of:

     (a) the excess withdrawal amount; or
     (b) a proportional adjustment amount that is equal to (1) divided by (2),
         with the result multiplied by (3), where:

         (1) = the excess withdrawal amount.
         (2) = the Contract value prior to the withdrawal minus the remaining
               GALWA, if any, at the time of withdrawal. The remaining GALWA is
               the amount available for withdrawal without exceeding the GALWA.
         (3) = the Lifetime Benefit Basis prior to the withdrawal.

If we reduce the resulting Lifetime Benefit Basis as a result of the excess
withdrawal, we then will recalculate and reduce the GALWA. We will send you
notice of the amount of your reduced Lifetime Benefit Basis and GALWA within
seven days of the date the excess withdrawal is made. If your Contract Value is
less than the Lifetime Benefit Basis, we will reduce your Lifetime Benefit Basis
by an amount greater than the amount of the excess withdrawal (as described
above). In this case the less your Contract Value is relative to your Lifetime
Benefit Basis, the larger the impact of an excess withdrawal.

We may waive the excess withdrawal treatment described above if the withdrawals
are scheduled withdrawals intended to meet IRS required minimum distribution
rules. Currently, scheduled withdrawals under a systematic withdrawal program to
satisfy a required minimum distribution plan for the value of this Contract are
not considered excess withdrawals provided you enroll in the Automatic Required
Minimum Distribution plan. HOWEVER, WE MAY AT A FUTURE DATE DECIDE TO CONSIDER
SUCH WITHDRAWALS AS EXCESS WITHDRAWALS.

Appendix C includes an example of how excess withdrawals may affect your
benefit.

Features of the Income Later Option. The following discussion describes certain
aspects of how the Income Later option works, which may be different from the
Income Now option.

Withdrawals in General. You may make withdrawals up to the GALWA while at least
one Annuitant is living (please note, however, that as discussed below and under
certain conditions, you may continue to receive your guaranteed annual lifetime
withdrawals under


                                       42



a settlement option if the Guaranteed Lifetime Withdrawal Benefit rider has
terminated because your Contract Value has become zero).

Your first withdrawal will be considered a Non-Lifetime Withdrawal if you do not
take any other withdrawals during that rider year or the following rider year.
While no Simple Interest Benefit (described below) will be applied to your
Contract for the rider year in which you make your Non-Lifetime Withdrawal, the
Simple Interest Benefit will resume the second rider year after taking your Non-
Lifetime Withdrawal. If you take any additional withdrawals prior to the end of
the second rider year after taking your first withdrawal, your first withdrawal
will no longer be considered a Non-Lifetime Withdrawal. In that case, the Simple
Interest Benefit will never resume.

Lifetime withdrawals up to the GALWA will not impact the Lifetime Benefit Basis.
This restriction is intended to minimize the risk that your Contract Value will
be reduced to zero because of lifetime withdrawals before the Annuitant's death,
thereby requiring us to make payments to you under a Guaranteed Lifetime
Withdrawal Benefit settlement. If, after you have taken a withdrawal, you choose
to receive only a part of, or none of, your lifetime withdrawal in any given
rider year, your GALWA will not increase for future rider years.

Within each rider year, you may take excess withdrawals. Excess withdrawals will
reduce your Lifetime Benefit Basis and your Simple Interest Benefit Basis as
described below, and may do so by more than the actual amount of the excess
withdrawal. CURRENTLY, SCHEDULED WITHDRAWALS UNDER A SYSTEMATIC WITHDRAWAL
PROGRAM TO SATISFY A REQUIRED MINIMUM DISTRIBUTION PLAN FOR THE VALUE OF THIS
CONTRACT ARE NOT CONSIDERED EXCESS WITHDRAWALS PROVIDED YOU ENROLL IN THE
AUTOMATIC REQUIRED MINIMUM DISTRIBUTION PLAN. (SEE DESCRIPTION OF THE CONTRACT,
SURRENDERS (REDEMPTIONS) AND PARTIAL WITHDRAWALS.)

Please note that all withdrawals under the Guaranteed Lifetime Withdrawal
Benefit rider are also partial withdrawals under the Contract. Such withdrawals
will reduce your death benefit and may be taxable. Any applicable contingent
deferred sales charge will apply to all withdrawals. Please note that adding the
Guaranteed Lifetime Withdrawal Benefit rider to your Contract will not
automatically cancel any systematic withdrawals you have established. Because
withdrawals more than your GALWA may significantly reduce or eliminate your
ability to make lifetime withdrawals under the rider, you should consider
whether any existing systematic withdrawals should be adjusted. If a lifetime
withdrawal under the Guaranteed Lifetime Withdrawal Benefit causes your Contract
Value to be equal to or less than zero, we will pay any remaining lifetime
withdrawals under the terms of the Income Payout Option that we will make
available for that purpose ("Guaranteed Lifetime Withdrawal Benefit
settlement"). Your Contract, the Guaranteed Lifetime Withdrawal Benefit rider,
and all other riders attached to your Contract then will terminate. At that
time, only the Guaranteed Lifetime Withdrawal Benefit settlement will be in
effect. Any withdrawal you make before a Guaranteed Lifetime Withdrawal Benefit
settlement is a withdrawal made from your Contract Value. We are only required
to start using our own money to make payments when there is a Guaranteed
Lifetime Withdrawal Benefit settlement.

If the lifetime withdrawals continue past the anticipated Payout Date, we will
allow you to extend that Payout Date. The Payout Date under the rider will
become the new extended Payout Date. Your Guaranteed Lifetime Withdrawal Benefit
rider and the charges for the rider will continue until the new extended Payout
Date. However, if you extend the Payout Date beyond the Contract Anniversary
following the Annuitant's (primary Annuitant, if joint Annuitants) 85th birthday
(or 10 years from the Contract Issue Date, if later) (the "Maximum Payout
Date"): (1) all other riders will terminate on that date, and (2) we will no
longer accept purchase payments under the Contract. You should consult your tax
advisor regarding the tax consequences of extending your Payout Date beyond the
Maximum Payout Date.

You should carefully consider when to begin taking lifetime withdrawals if you
have elected the Guaranteed Lifetime Withdrawal Benefit. If you begin taking
lifetime withdrawals too soon or delay taking lifetime withdrawals for too long,
you may limit the value of the Guaranteed Lifetime Withdrawal Benefit. Also,
charges for the Guaranteed Lifetime Withdrawal Benefit rider will accrue as of
the rider issue date, even though you may not begin taking withdrawals for many
years, or ever. IF YOU ELECT THE GUARANTEED LIFETIME WITHDRAWAL BENEFIT FOR A
QUALIFIED CONTRACT, TAX RULES MAY PREVENT YOU FROM TAKING PARTIAL WITHDRAWALS
WHEN YOU OTHERWISE WOULD, OR REQUIRE YOU TO TAKE EXCESS WITHDRAWALS, REDUCING
YOUR LIFETIME BENEFIT BASIS. (SEE FEDERAL TAX MATTERS, TAXATION OF QUALIFIED
PLANS). Consult a tax advisor before purchasing the Guaranteed Lifetime
Withdrawal Benefit rider.

Examples of how withdrawals may affect your benefit under the Income Later
option are provided in Appendix C.

Amount of your GALWA. The GALWA is determined by multiplying the Lifetime
Benefit Basis by the annual lifetime benefit percentage, as shown below.





--------------------------------------------------------
                Attained Age of Annuitant
--------------------------------------------------------
                                      
Age              55-58    59-64    65-69    70-79    80+
--------------------------------------------------------
Percentage         4       4.5       5       5.5      6
--------------------------------------------------------


--------------------------------------------------------
Joint Annuitants - Attained Age of Younger Annuitant(1)
--------------------------------------------------------
                                       
Age              55-58       59-69      70-79      80+
--------------------------------------------------------
Percentage        3.5          4         4.5        5
--------------------------------------------------------




(1) If only one Annuitant is living at the time of your first withdrawal, the
percentages shown above currently will be increased by 1%.


                                       43



The annual lifetime benefit percentage is based on the Annuitant's current age
at the time the first lifetime withdrawal occurs following the rider issue date.
Current age means the Annuitant's age (youngest Annuitant if joint Annuitants)
as of his or her last birthday prior to the withdrawal or step up, as
applicable.

Lifetime Benefit Basis. Any change in the Lifetime Benefit Basis will also
result in a change in the GALWA. The Lifetime Benefit Basis is used only to
calculate the GALWA. The Lifetime Benefit Basis does not establish or guarantee
a minimum Contract Value, Surrender Value, death benefit, or return for any
Subaccount.

The Lifetime Benefit Basis as of the rider issue date is equal to: (i) your
initial Net Purchase Payment, if the rider is issued at Contract issue; (ii)
your Contract Value, if the rider is issued after the Contract Issue Date in
connection with a conversion from a Guaranteed Minimum Accumulation Benefit
rider; (iii) the greater of the Guaranteed Minimum Accumulation Benefit Basis or
the Contract Value as of the rider issue date, if the rider is issued as a
conversion from a Guaranteed Minimum Accumulation Benefit rider; or (iv) the
continuation amount, if the rider is issued as a result of spousal continuation.
We will increase the Lifetime Benefit Basis by any Net Purchase Payment we
receive during the window period, currently, the first 12 months after Contract
issue. If the rider is issued after Contract issue, including by conversion from
a Guaranteed Minimum Accumulation Benefit rider, this increase benefit is not
available. We limit the amount of window purchase payments that count toward
this benefit to the maximum window purchase payment, which is two times your
initial purchase payment. (This amount is shown on your Rider Data Page.) We are
currently waiving this limitation. You should carefully consider whether you
want to make purchase payments after the window period or in excess of the
maximum window purchase payment amount. Such purchase payments will increase the
cost of the Guaranteed Lifetime Withdrawal Benefit rider, but will not
participate in any Guaranteed Lifetime Withdrawal Benefit rider benefits.

Simple Interest Benefit. This benefit guarantees an increase in your Lifetime
Benefit Basis (and therefore your lifetime withdrawals under this rider) each
rider year the benefit is in effect. The benefit, however, does not increase
your Contract Value. Under the Income Later option, the increase will equal
simple interest of 8% of the Lifetime Benefit Basis at the end of each rider
year (before any step-up increase) the Simple Interest Benefit is in effect.


For the Simple Interest Benefit to take effect, your Lifetime Benefit Basis with
the applicable simple interest rate ("Simple Interest Benefit Basis") must be
greater than the Lifetime Benefit Basis for that rider anniversary. The Simple
Interest Benefit Basis on your rider issue date is equal to your Lifetime
Benefit Basis as of that date.

If you have a Qualified Contract, you may not be able to take advantage of all
10 years of the Simple Interest Benefit if you are within 10 years of your
required minimum distribution beginning date (generally age 70 1/2) at the time
you purchase the Contract.


If a Non-Lifetime Withdrawal occurs, the Simple Interest Benefit will be
suspended for the rider year in which the withdrawal occurs and will resume the
following rider year if no additional withdrawals occur. If a step-up occurs on
or prior to the 10th rider anniversary, the benefit will continue in effect on
each of the 10 rider anniversaries following the step-up, provided no lifetime
withdrawals have occurred since the rider issue date. If a Non-Lifetime
Withdrawal occurs, the Simple Interest Benefit will be suspended for the rider
year in which the withdrawal occurs and resume the following rider year if no
additional withdrawals occur.


This benefit will remain in effect until the earliest of:
    o    your first lifetime withdrawal following the rider issue date;


    o    the 10th rider anniversary if no step-ups have occurred as of that
         date;
    o    the 10th step-up anniversary of the last step-up that occurs on or
         prior to your 10th rider anniversary (but in no event later than the
         20th rider anniversary); or


    o    the date you violate the allocation restrictions by electing to
         transfer your Contract Value or change your allocation to a
         Subaccount(s) or Fixed Period other than an available Benefit
         Allocation Model.


Your Simple Interest Benefit Basis may be adversely affected if your
Non-Lifetime Withdrawal is also an excess withdrawal, as described below.


Examples of how the Simple Interest Benefit Basis works are provided in Appendix
C.

Lifetime Benefit Basis Step-up. You may, subject to certain conditions, elect to
have the Lifetime Benefit Basis automatically "stepped-up" each year to equal
your current Contract Value. Step-ups will occur if your Contract Value is
greater than the Lifetime Benefit Basis as of the step-up date and we are
issuing new Guaranteed Lifetime Withdrawal Benefit riders on the date of the
step-up. A step-up in your Lifetime Benefit Basis will increase your GALWA.

Once elected, the Lifetime Benefit Basis will be stepped-up until the earliest
of the following:

    (a) the date you elect to transfer your Contract Value to a Subaccount(s) or
        Fixed Period other than an available Benefit Allocation Model;
    (b) the date you elect to change your allocation of Net Purchase Payments to
        a Subaccount(s) or Fixed Period other than an available Benefit
        Allocation Model;
    (c) the rider anniversary on or following the Annuitant's 85th birthday (the
        85th birthday of the younger Annuitant, if there are joint Annuitants);
        or

                                       44


    (d) the date you terminate the option by Written Request.

Step-ups will begin on the rider anniversary following your Written Request for
automatic step-ups. If you elect the "step-up," the start date for the new
benefit period will be the step-up date and the Lifetime Benefit Basis will
equal your Contract Value as of the step-up date. Following your step-up
election, you may pay a new current charge, up to the maximum charge for your
rider, which may be higher. We will notify you 60 days in advance of the step-up
if the rider fee will increase. If you discontinue the automatic step-ups, you
may not re-elect the step-up option at a later time.

You should not elect a step-up under a Qualified Contract if you are within 10
years of your required minimum distribution beginning date (generally age
70 1/2) and you expect to take required minimum distributions from the Contract.

Lifetime Benefit increases if both the Simple Interest Benefit and the Step-Up
option are in effect. If both the Simple Interest Benefit and the Step-Up option
are in effect, we will compare the lifetime benefit increase for a rider
anniversary to the following amounts:

    (1) the Simple Interest Benefit Basis as of that rider anniversary; and
    (2) the current Contract Value as of that rider anniversary.

If either (1) or (2) above are greater than the Lifetime Benefit Basis for that
rider anniversary, the Lifetime Benefit Basis will be increased by the greater
amount. If both (1) and (2) above are lower than the Lifetime Benefit Basis for
that rider anniversary, there will be no adjustment for that rider year and the
Lifetime Benefit Basis will not change.

Excess Withdrawals. If an excess withdrawal occurs, the Lifetime Benefit Basis
will be reset to equal the previous Lifetime Benefit Basis reduced by the
greater of:

     (a) the excess withdrawal amount; or
     (b) a proportional adjustment amount that is equal to (1) divided by (2),
         with the result multiplied by (3), where:
         (1) = the excess withdrawal amount.
         (2) = the Contract value prior to the withdrawal minus the remaining
               GALWA, if any, at the time of withdrawal. The remaining GALWA is
               the amount available for withdrawal without exceeding the GALWA.


         (3) = the Lifetime Benefit Basis prior to the withdrawal.


If we reduce the resulting Lifetime Benefit Basis as a result of the excess
withdrawal, we then will recalculate and reduce the GALWA. We will send you
notice of the amount of your reduced Lifetime Benefit Basis and GALWA within
seven days of the date the excess withdrawal is made. If your Contract Value is
less than the Lifetime Benefit Basis, we will reduce your Lifetime Benefit Basis
by an amount greater than the amount of the excess withdrawal (as described
above). In this case the less your Contract Value is relative to your Lifetime
Benefit Basis, the larger the impact of an excess withdrawal.


If your Non-Lifetime Withdrawal is also an excess withdrawal, your Simple
Interest Benefit Basis will be reset to equal the lesser of (a) the Simple
Interest Benefit Basis as of the date of the withdrawal, minus the excess
withdrawal amount, or (b) the reset Lifetime Benefit Basis, as described above.
The Simple Interest Benefit, when it resumes, will be equal to the reset Simple
Interest Benefit Basis multiplied by the applicable interest rate described
above under "Simple Interest Benefit".


We may waive the excess withdrawal treatment described above if the withdrawals
are scheduled withdrawals intended to meet IRS required minimum distribution
rules. Currently, scheduled withdrawals under a systematic withdrawal program to
satisfy a required minimum distribution plan for the value of this Contract are
not considered excess withdrawals provided you enroll in the Automatic Required
Minimum Distribution plan. HOWEVER, WE MAY AT A FUTURE DATE DECIDE TO CONSIDER
SUCH WITHDRAWALS AS EXCESS WITHDRAWALS.

Appendix C includes an example of how excess withdrawals may affect your
benefit.

Allocation Options. If you elect the Guaranteed Lifetime Withdrawal Benefit
rider, your Net Purchase Payments, Contract Value Increase Enhancements and
Purchase Payment Credits, if any, and your Contract Value must be allocated to
one or more of the Benefit Allocation Models listed below. The Benefit
Allocation Models generally are designed to provide consistent returns by
minimizing risks. In minimizing risk, however, such programs also may limit the
potential for Contract Value to appreciate. You may earn a higher rate of return
from other Subaccount(s) or Fixed Periods, if any, not available under the
rider. The Guaranteed Lifetime Withdrawal Benefit rider does not guarantee
Contract Value or the performance of any Benefit Allocation Model. You do not
have to elect the Guaranteed Lifetime Withdrawal Benefit rider to use the
Benefit Allocation Models. You should consult your agent to assist you in
determining whether these allocation options are suited for your financial needs
and risk tolerance. Subject to approval, notice or consent required by
applicable law, we may:

    (i)   add Benefit Allocation Models without prior notice;
    (ii)  remove or substitute Benefit Allocation Models; and
    (iii) substitute allocation options within an available Benefit Allocation
          Model.

If we remove a Benefit Allocation Model, existing Contracts that are using the
Benefit Allocation Model at the time it is removed may continue to use it. The
removed Benefit Allocation Model will not be available for newly issued
Contracts, nor will existing Contracts be able to switch to the removed Benefit
Allocation Model.

                                       45


If you choose to allocate your Net Purchase Payments, Credit Value Enhancements,
Contract Value Increase Enhancements, and Purchase Payment Credits, if any, and
Contract Value to Benefit Allocation Models that are individual Subaccounts or
the Fixed Account, you may decide how you would like your funds invested among
the Subaccounts or the Fixed Account. You may allocate 100% of your funds to one
Subaccount or the Fixed Account or divide your funds among the Subaccounts or
the Fixed Account. For Benefit Allocation Models that are not individual
Subaccounts or the Fixed Account, you may only choose to use one model.

The Benefit Allocation Models are:

                                                    
o  Ultra Series Diversified Income Subaccount          o  Moderate I-Model
o  Ultra Series Conservative Allocation Subaccount     o  Conservative C-Model
o  Ultra Series Moderate Allocation Subaccount         o  Conservative/Moderate C-Model
o  DCA one-year Fixed Period                           o  Moderate C-Model
o  DCA six-month Fixed Period                          o  Conservative R-Model
o  Conservative/Moderate Blend                         o  Conservative/Moderate R-Model
o  Conservative I-Model                                o  Moderate R-Model
o  Conservative/Moderate I-Model



See DESCRIPTION OF THE CONTRACT, Allocation of Purchase Payments for more
information about the asset allocation models.

You may change the allocation of subsequent Net Purchase Payments, Credit Value
Increase Enhancements and Purchase Payment Credits, if any, to one of the other
available Benefit Allocation Models at any time, without charge by Written
Request. Written Requests received in good order before the close of regular
trading on the New York Stock Exchange (usually, 3:00 p.m. Central Time) on a
Valuation Day will receive that day's Accumulation Unit value. Any change will
be effective at the time we receive your Written Request. However, your Contract
Value at the time of such request must also be transferred to the Benefit
Allocation Model selected.

Death Benefit. If you elect the Guaranteed Lifetime Withdrawal Benefit on or
after the date of this Prospectus, you must elect the Guaranteed Lifetime
Withdrawal Benefit with Minimum Guaranteed Death Benefit. However, if you
convert from a Guaranteed Minimum Accumulation Benefit to the Guaranteed
Lifetime Withdrawal Benefit, your death benefit will be the basic death benefit
that is offered in the Contract (unless you have elected one of the optional
death benefit riders described above under "Optional Death Benefits"). The death
benefit proceeds described below will be reduced by any applicable premium
expense charges not previously deducted, as stated above under "Purchase Payment
Credits," and reduced by any Purchase Payment Credits applied to your Contract
Value within 12 months of the Annuitant's death. Note that Federal tax law
generally requires that amounts be distributed upon the death of the Owner (or
death/change of an Annuitant if there is a non-natural Owner.) (See DESCRIPTION
OF THE CONTRACT, Contract Loans, Death of an Owner, and FEDERAL TAX MATTERS).

The Guaranteed Lifetime Withdrawal Benefit with Minimum Guarantee Death Benefit
is equal to the greater of:

     (i)  the Contract Value less any Purchase Payment Credits applied within 12
          months of the Annuitant's death, as of the date we receive Due Proof
          of Death reduced by any rider charges (calculated in proportion to the
          number of days since the prior Contract Anniversary for a partial
          year's charge); or
     (ii) the sum of your Net Purchase Payments made as of the date we receive
          Due Proof of Death minus an adjustment for each partial withdrawal
          made as of the date we receive Due Proof of Death.

Under the Guaranteed Lifetime Withdrawal Benefit with Minimum Guarantee Death
Benefit, if there is a partial withdrawal, the Guaranteed Lifetime Withdrawal
Benefit with Minimum Guarantee Death Benefit will be adjusted on a
dollar-for-dollar basis as long as the withdrawal is not an excess withdrawal.
If the withdrawal is an excess withdrawal, we will adjust the Guaranteed
Lifetime Withdrawal Benefit with Minimum Guarantee Death Benefit by (a) divided
by (b), with the result multiplied by (c); and then finally reduced by (a),
where:

    (a) = the excess withdrawal amount;
    (b) = the Contract Value immediately before the excess withdrawal; and
    (c) = the sum of your Net Purchase Payments immediately before the date of
        the excess withdrawal, less any adjustments previously made for prior
        excess withdrawals.

The adjustment for an excess withdrawal has the effect of increasing the total
adjustment amount when (c) is greater than (b) and reducing the total adjustment
amount when (c) is less than (b).

The death benefit proceeds described above will be reduced by any applicable
premium expense charges not previously deducted.

Spousal Continuation Endorsement. Under the Spousal Continuation Endorsement
(discussed above under "Available Contract Endorsements"), your spouse, if
certain conditions are met, may elect to continue your Contract instead of
taking a lump sum payment at your death. However, if your spouse continues your
Contract and your spouse was not the Annuitant, your Guaranteed Lifetime
Withdrawal Benefit rider will no longer be in effect (the rider terminates when
Due Proof of Death of the Annuitant is received - see OPTIONAL BENEFIT RIDERS,
Income Protector, Termination). Your spouse may elect his or her own Guaranteed
Lifetime

                                       46


Withdrawal Benefit rider at the time he or she continues the Contract if your
spouse meets the rider's eligibility requirements and the rider is offered at
that time. The continuation amount will become the Lifetime Benefit Basis under
your spouse's Guaranteed Lifetime Withdrawal Benefit rider.

Joint Annuitant Death. The Contract will pay the death benefit under your
Guaranteed Lifetime Withdrawal Benefit rider, if applicable, at the death of the
last surviving Annuitant.

In the Event of Divorce. Unless required by court order, we generally will split
a Contract owned by joint Owners equally in the event of a divorce. Please note
that a change in the Annuitant for any reason will terminate the Guaranteed
Lifetime Withdrawal Benefit rider. Therefore, the Guaranteed Lifetime Withdrawal
Benefit rider generally will terminate as a result of a divorce. You should
consult a tax advisor concerning the tax consequences that can arise under your
Contract and the Guaranteed Lifetime Withdrawal Benefit rider as a result of
divorce.


Termination. You may terminate the Guaranteed Lifetime Withdrawal Benefit rider
on any date. However, termination of the rider prior to the expiration of the
Minimum Charge Period of seven years will result in rider charges continuing to
be assessed (if permitted in your state) until the Minimum Charge Period is
reached. If you terminate the Guaranteed Lifetime Withdrawal Benefit rider, your
death benefit (if that option is integrated within the Guaranteed Lifetime
Withdrawal Benefit) will also terminate and the basic death benefit that is
available under the Contract will go into effect.


In addition, the Guaranteed Lifetime Withdrawal Benefit rider will automatically
terminate on the earliest of:

    (a) the Payout Date [the Payout Date may occur automatically under the
        Contract (the anticipated Payout Date is the Maximum Payout Date),
        because of your election, or because a Guaranteed Lifetime Withdrawal
        Benefit settlement is in effect];
    (b) the date there is a change of Annuitant for any reason;
    (c) the date you surrender your Contract; or
    (d) the date we receive Due Proof of Death of the Annuitant (last remaining
        Annuitant, if joint Annuitants).

Death of an Owner won't necessarily terminate the Contract. Death of an Owner
who is not an Annuitant does mean distribution must occur within five years. A
person may want to terminate the rider if they are outside the Minimum Charge
Period. Please note that we have designed the Guaranteed Lifetime Withdrawal
Benefit rider to protect you from outliving your assets. If you terminate the
rider or the Annuitant dies before your Contract Value is reduced to zero from
lifetime withdrawals that do not exceed the GALWA, neither you nor your estate
will receive any Guaranteed Lifetime Withdrawal Benefit settlement.

For the Guaranteed Lifetime Withdrawal Benefit to remain in effect, all of your
Net Purchase Payments, as well as any applicable Credit Value Increase
Enhancements and Purchase Payment Credits, and all of your Contract Value must
be invested in an available Benefit Allocation Model. You may transfer to
another available Benefit Allocation Model at anytime. However, if you
discontinue allocating your Net Purchase Payments and any applicable Credit
Value Increase Enhancements and Purchase Payment Credits and Contract Value to
one of the available Benefit Allocation Models, the Guaranteed Lifetime
Withdrawal Benefit will automatically terminate. If the transfer occurs prior to
the expiration of the Minimum Charge Period of seven years, rider charges will
continue to be assessed (if permitted in your state) until the Minimum Charge
Period is reached.

The Guaranteed Lifetime Withdrawal Benefit rider will also terminate if you
change ownership of the Contract to which the rider is attached. If the change
occurs prior to the expiration of the Minimum Charge Period of seven years,
rider charges will continue to be assessed (if permitted in your state) until
the Minimum Charge Period is reached.

If the rider terminates, you also cannot step-up the Benefit Basis and Lifetime
Benefit Basis as described above. We will not refund rider charges. (See
OPTIONAL BENEFIT RIDERS, Income Protector, Guaranteed Lifetime Withdrawal
Benefit Charge.)

Guaranteed Lifetime Withdrawal Benefit Charge. If you elect the Guaranteed
Lifetime Withdrawal Benefit, we will deduct a charge that compensates us for the
costs and risks we assume in providing this benefit. We will not deduct the
Guaranteed Lifetime Withdrawal Benefit charge after the Payout Date. The amount
of the Guaranteed Lifetime Withdrawal Benefit charge is calculated annually by
multiplying the current annual Guaranteed Lifetime Withdrawal Benefit charge
percentage by the average daily Benefit Basis for the prior Contract Year. The
average monthly Contract Value is equal to the sum of each monthly Contract
Value (the Contract Value as of the same day of the month as the Contract Issue
Date) divided by the number of months.

The current annual Guaranteed Lifetime Withdrawal Benefit charge is 0.85% of the
average daily Benefit Basis for the prior Contract Year, with a maximum charge
of 1.75%.

If you choose to step-up your Lifetime Benefit Basis, you may pay a new current
charge, up to the maximum charge for your rider, which may be higher. If the
rider charge as of the date of the step-up is different from the current rider
charge, we will notify you at least 60 days in advance of the step-up. You have
the option not to step-up and continue the existing benefits at their current
price.

Because the annual charge is determined by multiplying the current annual
Guaranteed Lifetime Withdrawal Benefit charge percentage by the average daily
Lifetime Benefit Basis, making additional purchase payments that increase your
Lifetime Benefit Basis, payment of the Simple Interest Benefit and electing to
step up your Lifetime Benefit Basis will result in an increase in the annual
charge for this rider, even if the charge percentage does not change.

                                       47


If the current rider is not approved in your state or your application for the
rider is dated prior to November 24, 2008, a prior, approved rider may be
issued, which has different charges. (See SUMMARY, Charges and Deductions and
the Appendices). Information about prior versions of this rider is available in
the appendices to this Prospectus.

On each Contract Anniversary during the accumulation period, we will deduct the
Guaranteed Lifetime Withdrawal Benefit charge pro-rata from your Contract Value.
A pro-rata portion of the charge also will be deducted upon Contract surrender,
termination of the rider after the expiration of the Minimum Charge Period,
payment of death proceeds, or the start of payments under an Income Payout
Option, if the surrender, termination, payment of death proceeds or selection of
an Income Payout Option does not occur on a Contract Anniversary.

PRINCIPAL PROTECTOR
Principal Protector is a Guaranteed Minimum Accumulation Benefit rider. For
Guaranteed Minimum Accumulation Benefit riders issued on or after the date of
this Prospectus, the Guaranteed Minimum Accumulation Benefit is described below.
The current version of this rider may not be approved in all states. If it is
not, a prior, approved version may be available. Contact your agent or us if you
have questions about availability in your state. If a current rider is not
approved in your state or your application for a rider is dated prior to May 1,
2009, a prior, approved version may be issued. THE GUARANTEED MINIMUM
ACCUMULATION BENEFIT RIDERS ARE DESCRIBED IN APPENDIX I (FOR RIDERS ISSUED AFTER
NOVEMBER 23, 2008 AND BEFORE MAY 1, 2009) AND APPENDIX J (FOR RIDERS ISSUED
AFTER OCTOBER 29, 2006 AND BEFORE NOVEMBER 24, 2006). THESE APPENDICES ALSO
DESCRIBE THE RIDER THAT MAY BE ISSUED TO YOU IF A CURRENT VERSION OF THE
GUARANTEED MINIMUM ACCUMULATION BENEFIT RIDER IS NOT YET APPROVED IN YOUR STATE.

General. We designed the Guaranteed Minimum Accumulation Benefit rider to
protect you from poor investment performance during your Contract's accumulation
period. The Guaranteed Minimum Accumulation Benefit rider is available for an
additional charge, and provides that we will guarantee that on the expiration
date of the benefit period, your Contract Value will at least equal a Benefit
Basis less adjustments for partial withdrawals. We currently offer a 10-year
benefit period for the Guaranteed Minimum Accumulation Benefit rider. If your
Contract Value is greater than your Benefit Basis on the rider's expiration
date, and you do not renew the benefit period or convert the rider to the
Guaranteed Lifetime Withdrawal Benefit, we will increase your Contract Value by
the amount of all rider charges deducted during the most recent benefit period,
and the rider will terminate. The increase in Contract Value will occur on the
rider's expiration date, and we will allocate the increase pro-rata according to
your purchase payment allocation instructions. You may elect either the
Guaranteed Lifetime Withdrawal Benefit or the General Minimum Accumulation
Benefit, but not both optional benefits. YOU SHOULD NOT ELECT THE GUARANTEED
MINIMUM ACCUMULATION BENEFIT IF YOU ARE INTERESTED IN CURRENT PAYMENTS. PARTIAL
WITHDRAWALS MAY REDUCE THE BENEFIT BASIS BY MORE THAN THE WITHDRAWAL AMOUNT. IF
YOU ELECT THE GUARANTEED MINIMUM ACCUMULATION BENEFIT FOR A QUALIFIED CONTRACT,
TAX RULES MAY REQUIRE YOU TO TAKE WITHDRAWALS AFTER A CERTAIN DATE, REDUCING
YOUR BENEFIT BASIS. YOU SHOULD NOT ELECT THIS BENEFIT IF YOU ANTICIPATE TAKING
REQUIRED MINIMUM DISTRIBUTIONS UNDER THIS CONTRACT. (SEE FEDERAL TAX MATTERS,
TAXATION OF QUALIFIED PLANS). CONSULT A TAX ADVISOR BEFORE PURCHASING THE
GUARANTEED MINIMUM ACCUMULATION BENEFIT RIDER.

Electing the Guaranteed Minimum Accumulation Benefit Rider. You may elect the
Guaranteed Minimum Accumulation Benefit rider if the Annuitant is no more than
85 years old on the Contract Issue Date. If you elect the Guaranteed Minimum
Accumulation Benefit rider, your Net Purchase Payments, Contract Value Increase
Enhancements and Purchase Payment Credits, if any, and your Contract Value must
be allocated to one or more of the Benefit Allocation Models. The rider offers
Benefit Allocation Models with pre-selected Subaccounts and percentages that
have been established for different types of investors. The Benefit Allocation
Models generally are designed to provide consistent returns by minimizing risks.
In minimizing risk, however, such programs also may limit the potential for
Contract Value to appreciate. You may earn a higher rate of return from
Subaccount(s) or Fixed Periods, if any, not available under the rider. The
Guaranteed Minimum Accumulation Benefit rider does not guarantee Contract Value
or the performance of any Benefit Allocation Model. You do not have to elect the
Guaranteed Minimum Accumulation Benefit rider to use the Benefit Allocation
Models. You should consult your agent to assist you in determining whether these
allocation options are suited for your financial needs and risk tolerance. If
you choose to allocate your purchase payments and Contract Value to Benefit
Allocation Models that are individual Subaccounts or the Fixed Account, you may
decide how you would like your funds invested among the Subaccounts or Fixed
Account - you may allocate 100% of your funds to one Subaccount or the Fixed
Account or divide your funds among the Subaccounts and the Fixed Account. For
Benefit Allocation Models that are not individual Subaccounts or the Fixed
Account, you may only choose to use one model.

Subject to approval, notice or consent required by applicable law, we may:

    (i)   add Benefit Allocation Models without prior notice;
    (ii)  remove or substitute Benefit Allocation Models; and
    (iii) substitute Subaccount(s) or Fixed Periods within an available Benefit
          Allocation Model.

If we remove a Benefit Allocation Model, existing Contracts that are using the
Benefit Allocation Model at the time it is removed may continue to use it. The
removed Benefit Allocation Model will not be available for newly issued
Contracts, nor will existing Contracts be able to switch to the removed Benefit
Allocation Model.

                                       48


The current Benefit Allocation Models are:

                                                    
o  Ultra Series Diversified Income Subaccount          o  Conservative/Moderate I-Model (10-year benefit)
o  Ultra Series Conservative Allocation Subaccount     o  Conservative C-Model
o  DCA one-year Fixed Period                           o  Conservative/Moderate C-Model (10-year benefit)
o  DCA six-month Fixed Period                          o  Conservative R-Model
o  Conservative/Moderate Blend                         o  Conservative/Moderate R-Model (10-year benefit)
o  Conservative I-Model



See DESCRIPTION OF THE CONTRACT, Allocation of Purchase Payments for more
information about the asset allocation models.


The Guaranteed Minimum Accumulation Benefit rider is not offered on new
Contracts issued as Beneficiary IRA Contracts.


Benefit Basis. Your Benefit Basis is equal to your initial Net Purchase Payment
if the rider is issued on the Contract Issue Date, your Contract Value as of the
rider issue date, if the rider is issued after the Contract Issue Date, or the
continuation amount, if the rider is issued as a result of spousal continuation.
You may increase the Benefit Basis by the amount of Net Purchase Payments, made
during the window period, currently, the first 12 months after the rider issue
date. We limit the amount of window purchase payments that count toward your
Benefit Basis to the maximum window purchase payment amount, currently two times
your initial purchase payment. You should carefully consider whether you want to
make purchase payments after the window period or in excess of the maximum
window purchase payment amount (shown on your Rider Data Page). BECAUSE THE
CHARGE FOR THE GUARANTEED MINIMUM ACCUMULATION BENEFIT RIDER IS CALCULATED BASED
ON THE AVERAGE BENEFIT BASIS FOR THE PRIOR CONTRACT YEAR, SUCH PURCHASE PAYMENTS
WILL INCREASE THE CONTRACT VALUE, BUT WILL NOT CONTRIBUTE TO YOUR GUARANTEED
MINIMUM ACCUMULATION BENEFIT RIDER BENEFITS. Please note that the benefit basis
does not represent contract value available for withdrawal and is not used to
calculate any benefits under the contract prior to the guaranteed minimum
accumulation benefit rider's expiration date.

Partial Withdrawals. You may make a partial withdrawal from your Contract at
anytime. If you make a partial withdrawal while the Guaranteed Minimum
Accumulation Benefit rider is in effect, however, we will reduce your Benefit
Basis by the greater of:

    (a) the partial withdrawal amount, including associated surrender charges,
        if any; or
    (b) the proportion of your Contract Value withdrawn. The proportion of the
        Contract Value is equal to (1) divided by (2), with the result
        multiplied by (3), where:
        (1)   =     the partial withdrawal amount, including associated
                    surrender charges;
        (2)   =     the Contract Value immediately before the partial
                    withdrawal; and
        (3)   =     the Benefit Basis immediately before the partial withdrawal.

See Appendix D of this Prospectus for examples of this calculation. If you plan
to take required minimum distributions from your Contract, you should not
purchase the Guaranteed Minimum Accumulation Benefit.

Step-Up. On or following your third rider anniversary (and on any monthly
anniversary or following each subsequent third rider step-up anniversary), you
have the opportunity to "step-up" your Benefit Basis to equal your current
Contract Value and begin a new benefit period of the same duration as the prior
benefit period. This option is available if we are issuing new Guaranteed
Minimum Accumulation Benefit riders on the day you request a step-up and
provided all of the following conditions are met:

    (1) the expiration date for the new benefit period does not extend past the
        anticipated Payout Date shown on your Contract Data Page;
    (2) the Annuitant (oldest Annuitant, if joint Annuitants) is age 85 or
        younger as of the step-up date;
    (3) your Contract Value is greater than zero;
    (4) your Contract Value is greater than the Benefit Basis as of the step-up
        date;
    (5) we receive your Written Request to step-up the Benefit Basis; and
    (6) the benefit provided by the rider has not been revoked due to a
        violation of the allocation restrictions.

Your step-up date will be the monthly anniversary following our receipt of your
Written Request.

If you elect the "step-up," a new benefit period with a start date equal to the
step-up date will begin. We also will adjust your Benefit Basis so that it will
equal your Contract Value as of the step-up date. A new Minimum Charge Period
will begin. You may pay a new current charge, up to the maximum charge for your
rider, which may be higher.

See Appendix D for examples of how the Guaranteed Minimum Accumulation Benefit
rider will work.


Termination. You may terminate the Guaranteed Minimum Accumulation Benefit rider
on any date. However, termination of the rider prior to the expiration of the
Minimum Charge Period of seven years will result in rider charges continuing to
be assessed (if permitted in your state) until the Minimum Charge Period is
reached. In addition, the Guaranteed Minimum Accumulation Benefit rider will
automatically terminate on the earliest of:


  (1) the expiration date of the benefit period, unless you elect to renew the
      benefit period;
  (2) the Payout Date;

                                       49


  (3) the date Due Proof of Death of the Annuitant (or last remaining Annuitant,
      if joint Annuitants) is received;
  (4) the date there is a change of Annuitant for any reason; or
  (5) the date you surrender your Contract.

For the Guaranteed Minimum Accumulation Benefit rider to remain in effect, all
of your Net Purchase Payments and Contract Value must be invested in an
available Benefit Allocation Model. You may transfer to another available
Benefit Allocation Model at anytime. However, if you elect to discontinue
allocating to an available Benefit Allocation Model, the Guaranteed Minimum
Accumulation Benefit rider will automatically terminate. If the transfer occurs
prior to the expiration of the Minimum Charge Period of seven years, rider
charges will continue to be assessed (if permitted in your state) until the
Minimum Charge Period is reached.

If the rider terminates, you will not be permitted to step-up your Benefit Basis
or renew a benefit period (described below), and you cannot convert the
Guaranteed Minimum Accumulation Benefit to the Guaranteed Lifetime Withdrawal
Benefit rider (discussed below). If the benefit period expires and the Contract
Value is greater than the Benefit Basis and you choose not to renew the rider,
we will refund the charges collected for the 10-year period that is expiring. If
you choose to step-up your benefit, charges incurred before the step-up will not
be refunded. (See OPTIONAL BENEFIT RIDERS, Principal Protector, Guaranteed
Minimum Accumulation Benefit Charge.)

Renewal and Conversion. You may renew the Guaranteed Minimum Accumulation
Benefit as of its expiration date, provided certain conditions are met. The
renewal benefit period must be the same duration as the expiring benefit period,
and cannot extend beyond the Contract Anniversary following the Annuitant's
(oldest Annuitant's, if joint Annuitants) 85th birthday or 10 years from the
Contract Issue Date. In addition, at the time of renewal, your Benefit Basis
must be greater than zero and your Contract Value must be greater than your
Benefit Basis. We must receive your Written Request to renew the benefit period
at our Mailing Address at least 30 days before the expiration date. You may pay
a new current charge, up to the maximum charge for your rider, which may be
higher. A new Minimum Charge Period of seven years will begin as of the renewal
date. You will have to pay for the benefit for at least seven years unless you
terminate the Contract.

You may also convert the Guaranteed Minimum Accumulation Benefit rider to a
Guaranteed Lifetime Withdrawal Benefit rider (if the Guaranteed Lifetime
Withdrawal Benefit rider is offered) on a monthly anniversary. To convert the
rider, your Benefit Basis must be greater than zero, the Annuitant (both
Annuitants, if joint Annuitants) must be between the age of 55 and 85 as of the
date of conversion, and we must receive your Written Request for conversion at
our Mailing Address.

If you convert the Guaranteed Minimum Accumulation Benefit rider to the
Guaranteed Lifetime Withdrawal Benefit rider, the date of the conversion will be
the monthly anniversary following receipt of your request. The Lifetime Benefit
Basis for the Guaranteed Lifetime Withdrawal Benefit will equal the greater of
your Benefit Basis under the Guaranteed Minimum Accumulation Benefit rider and
your Contract Value on the date of conversion. Also, when you convert the
Guaranteed Minimum Accumulation Benefit rider to the Guaranteed Lifetime
Withdrawal Benefit rider, you will not receive the death benefits that are
integrated with the Guaranteed Lifetime Withdrawal Benefit rider. You will
continue to receive the basic death benefit provided by the Contract and any
optional death benefits that were elected, and you will continue to have all
death benefits adjusted pro-rata for all withdrawals.

On conversion from a Guaranteed Minimum Accumulation Benefit rider to a
Guaranteed Lifetime Withdrawal Benefit rider, the withdrawal percentages are
established at the time of the first withdrawal after the conversion based on
the age of the Owner at the time of that withdrawal. Examples of how a
conversion works are provided in Appendix C.

You should not elect a renewal or conversion under a Qualified Contract if you
are within 10 years of your required minimum distribution beginning date
(generally age 70 1/2) and you expect to take required minimum distributions
from the Contract.

Guaranteed Minimum Accumulation Benefit Charge. If you elect the Guaranteed
Minimum Accumulation Benefit rider, we will deduct a charge that compensates us
for the costs and risks we assume in providing this benefit. The amount of the
Guaranteed Minimum Accumulation Benefit charge is calculated by multiplying the
current annual Guaranteed Minimum Accumulation Benefit charge percentage by the
average daily Benefit Basis for the prior Contract Year. The current annual
Guaranteed Minimum Accumulation Benefit charge percentage is 0.80%. This charge
will not be deducted until the first Contract Anniversary if you purchased the
benefit at Contract Issue.

This charge percentage will not change unless you choose to step-up or renew
your benefit period. You may pay a new current charge, up to the maximum charge
for your rider, which may be higher. We will give you notice regarding the
charge prior to any step-up or renewal you elect.

If the spousal continuation benefit is in effect, your spouse may elect to add a
new Guaranteed Minimum Accumulation Benefit to a Contract continued under its
terms. The benefit added will be the one currently offered (if any) at the time
continuation is elected, and the benefit will be based on the continuation
amount. The price will not exceed the maximum guaranteed charge for your rider.

On each Contract Anniversary during the accumulation period, we will deduct the
Guaranteed Minimum Accumulation Benefit charge pro-rata from your Contract
Value. A pro-rata portion of the charge also will be deducted upon Contract
surrender, election to step-up the Benefit Basis, conversion to a Guaranteed
Lifetime Withdrawal Benefit rider, termination of the Guaranteed Minimum
Accumulation Benefit rider after the expiration of the Minimum Charge Period,
payment of death proceeds, or an Income Payout

                                       50


Option, if the surrender, election to step-up the Benefit Basis, conversion to
Guaranteed Lifetime Withdrawal Benefit rider, termination, payment of death
proceeds or the start of payments under an Income Payout Option does not occur
on a Contract Anniversary.

Because the annual charge is determined by multiplying the current annual
Guaranteed Minimum Accumulation Benefit rider charge percentage by the average
daily Benefit Basis, making additional purchase payments that increase your
Benefit Basis and electing to step up your Benefit Basis will result in an
increase in the annual charge for this rider, even if the charge percentage does
not change.

If the current rider has not been approved in your state or your application is
dated prior to November 24, 2008, a prior, approved version may be issued, which
may have different charges. (See SUMMARY, Charges and Deductions and the
Appendices.)

                          DISTRIBUTION OF THE CONTRACT
================================================================================

We have entered into a distribution agreement with CBSI for the distribution and
sale of the Contract. CBSI is a wholly owned subsidiary of CUNA Mutual
Investment Corporation, which is a wholly owned subsidiary of CUNA Mutual
Insurance Society. CBSI is a member of FINRA, and offers the Contract through
its registered representatives. CBSI may also enter into selling agreements with
other broker-dealers ("selling firms") for the sale of the Contract. Registered
representatives of CBSI and selling firms who sell the Contracts have been
appointed by us as insurance agents.


We pay up-front commissions of up to 7.25% of purchase payments to CBSI and
selling firms for sales of the Contracts by their registered representatives.
Alternatively, if elected, we may pay a reduced up-front commission in exchange
for paying up to 1.00% of Contract Value as ongoing compensation either annually
or quarterly for so long as the Contract remains in effect. Under B-Share Class
Contracts without Purchase Payment Credits, we pay ongoing compensation
annually. Under L-Share Class Contracts and B-Share Class Contracts with
Purchase Payment Credits, we pay ongoing compensation quarterly. The greater the
amount of compensation paid to CBSI at the time you make a purchase payment, the
less we will pay as ongoing compensation.

CBSI and selling firms pay their registered representatives a portion of the
compensation received for their sales of the Contracts. CBSI registered
representatives and their managers may also be eligible for various cash
benefits, such as insurance benefits, and non-cash compensation items that we
and/or one or more of our affiliates may provide. Non-cash items include
conferences, seminars and trips (including travel, lodging and meals in
connection therewith), entertainment, merchandise and other similar items.
CBSI's registered representatives and managers may receive other payments from
us for services that do not directly involve the sale of the Contracts,
including payments made for the recruitment and training of personnel,
production of promotional literature and similar services.

In addition to the compensation paid for sales of the Contracts, we pay
compensation when an Owner annuitizes all or a portion of his or her Contract
and elects a life contingent annuity payout after the first Contract Year. This
additional compensation can be up to 6.5% of the amount annuitized based upon
the income option selected and the length of time the Contract was in force. Any
trail commissions for Contract sales will cease upon payments made for Owner's
life contingent annuitization. Please note that our compensation practices
generally discourage annuitization during the first Contract Year. However,
there are exceptions to such general practices (such as when an Owner elects a
variable Income Payout Option). Ask your agent for more information.


All of the Funds and/or the principal underwriter for the Funds make payments to
CBSI under the Funds' Rule 12b-1 distribution and/or service plans in
consideration of services provided by CBSI in distributing shares of those Funds
and/or servicing Contract Owners. For the Ultra Series Fund, Rule 12b-1 fees are
only paid on Class II shares. These payments may range up to 0.35% of Variable
Account assets invested in a particular Fund. Payments under a Fund's Rule 12b-1
plan decrease the Fund's investment return.

A portion of the compensation paid to selling firms may be passed on to their
registered representatives in accordance with their internal compensation
programs. Those programs may also include other types of cash and non-cash
compensation and other benefits. Ask your agent for further information about
the compensation and other benefits the selling firm for which he or she works
receives in connection with your purchase of a Contract.

No specific charge is assessed directly to Owners of the Contracts to cover
commissions and other incentives or payments described above. We intend to
recoup commissions and other sales expenses and incentives we pay, however,
through fees and charges deducted under the Contracts and other corporate
revenue.

                               FEDERAL TAX MATTERS
================================================================================

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE

INTRODUCTION
This discussion is not intended to address the tax consequences resulting from
all of the situations in which a person may be entitled to or may receive a
distribution under the Contract. Any person concerned about specific tax
implications should consult a competent tax adviser before making a transaction.
This discussion is based upon our understanding of the present federal income
tax laws, as they are currently interpreted by the Internal Revenue Service
("IRS"). No representation is made as to the likelihood of the

                                       51


continuation of the present federal income tax laws or of the current
interpretation by the IRS. Moreover, no attempt has been made to consider any
applicable state or other tax laws.

The Contract may be purchased on a non-qualified basis or purchased and used in
connection with plans qualifying for favorable tax treatment. The Qualified
Contract is designed for use by individuals whose purchase payments are
comprised solely of proceeds from and/or contributions under retirement plans
which are intended to qualify as plans entitled to special income tax treatment
under Sections 401(a), 403(b), 408, 408A or 457 of the Code. The ultimate effect
of federal income taxes on the amounts held under a Contract, or Income
Payments, and on the economic benefit to the Owner, the Annuitant, or the
Beneficiary depends on the type of retirement plan, on the tax and employment
status of the individual concerned, and on our tax status. In addition, certain
requirements must be satisfied in purchasing a Qualified Contract with proceeds
from a tax-qualified plan and receiving distributions from a Qualified Contract
in order to continue receiving favorable tax treatment. Therefore, purchasers of
Qualified Contracts should seek competent legal and tax advice regarding the
suitability of a Contract for their situation, the applicable requirements, and
the tax treatment of the rights and benefits of a Contract. The following
discussion assumes that Qualified Contracts are purchased with proceeds from
and/or contributions under retirement plans that qualify for the intended
special federal income tax treatment.

TAX STATUS OF THE CONTRACT
Diversification Requirements. Section 817(h) of the Code provides that separate
account investment underlying a contract must be "adequately diversified" in
accordance with Treasury regulations in order for the Contract to qualify as an
annuity contract under Section 72 of the Code. The Variable Account, through
each Fund, intends to comply with the diversification requirements prescribed in
regulations under Section 817(h) of the Code, which affect how the assets in the
various Subaccounts may be invested. Although we do not have direct control over
the Funds in which the Variable Account invests, we believe that each Fund in
which the Variable Account owns shares will meet the diversification
requirements, and therefore, the Contract will be treated as an annuity contract
under the Code.

Owner Control. In certain circumstances, owners of variable annuity contracts
have been considered for Federal income tax purposes to be the owners of the
assets of the separate account supporting their contracts due to their ability
to exercise investment control over those assets. When this is the case, the
Contract Owners have been currently taxed on income and gains attributable to
the variable account assets. There is limited guidance in this area, and some
features of the Contract, such as the flexibility of an owner to allocate
premium payments and transfer amounts among the investment divisions of the
separate account, have not been explicitly addressed in published rulings. While
we believe that the Contract does not give Owners investment control over
separate account assets, we may modify the Contract as necessary to prevent an
Owner from being treated as the Owner of the separate account assets supporting
the Contract.

Required Distributions. In order to be treated as an annuity contract for
federal income tax purposes, Section 72(s) of the Code requires any
Non-Qualified Contract to provide that: (1) if any Owner dies on or after the
Payout Date but prior to the time the entire interest in the Contract has been
distributed, the remaining portion of such interest will be distributed at least
as rapidly as under the method of distribution being used as of the date of that
Owner's death; and (2) if any Owner dies prior to the Payout Date, the entire
interest in the Contract will be distributed within five years after the date of
the Owner's death. These requirements will be considered satisfied as to any
portion of the Owner's interest which is payable to or for the benefit of a
"designated Beneficiary" and which is distributed over the life of such Owner or
over a period not extending beyond the life expectancy of that Owner, provided
that such distributions begin within one year of that Owner's death. The Owner's
"designated Beneficiary" is the person designated by such Owner as an Annuitant
and to whom ownership of the Contract passes by reason of death and must be a
natural person. However, if the Owner's "Designated Beneficiary" is the
surviving spouse of the Owner, the Contract may be continued with the surviving
spouse as the new Owner. If there is a non-natural Owner, the death or change of
an Annuitant will be treated as the death of an Owner for these purposes.

The Non-Qualified Contracts contain provisions which are intended to comply with
the requirements of Section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. We intend to review such
provisions and modify them if necessary to assure that they comply with the
requirements of Code Section 72(s) when clarified by regulation or otherwise.
Other rules may apply to Qualified Contracts.

TAXATION OF ANNUITIES
The following discussion assumes that the Contracts will qualify as annuity
contracts for federal income tax purposes.

In General. Section 72 of the Code governs taxation of annuities in general. We
believe that an Owner who is a natural person is not taxed on increases in the
value of a Contract until distribution occurs by withdrawing all or part of the
Contract Value (e.g., partial withdrawals and surrenders) or as Income Payments
under the payment option elected. For this purpose, the assignment, pledge, or
agreement to assign or pledge any portion of the Contract Value (and in the case
of a Qualified Contract, any portion of an interest in the qualified plan)
generally will be treated as a distribution. The taxable portion of a
distribution (in the form of a single sum payment or payment option) is taxable
as ordinary income.

If your Contract contains a Guaranteed Lifetime Withdrawal Benefit rider or
Guaranteed Minimum Accumulation Benefit rider, the application of certain tax
rules, particularly those rules relating to distributions from your Contract,
are not entirely clear. For tax

                                       52


purposes, we intend to treat amounts paid prior to the date of a Guaranteed
Lifetime Withdrawal Benefit settlement as withdrawals and any amounts paid out
under an Income Payout Option after the Guaranteed Lifetime Withdrawal Benefit
settlement as annuity payments. In view of this uncertainty, you should consult
a tax advisor before purchasing either of these riders.

Any annuity Owner who is not a natural person generally must include in income
any increase in the excess of the Contract Value over the "investment in the
contract" during the taxable year. There are some exceptions to this rule, and a
prospective Owner that is not a natural person may wish to discuss these with a
competent tax adviser.

The following discussion generally applies to Contracts owned by natural
persons.

Partial Withdrawals and Surrenders. In the case of a partial withdrawal from a
Qualified Contract, under Section 72(e) of the Code, a ratable portion of the
amount received is taxable, generally based on the ratio of the "investment in
the contract" to the participant's total accrued benefit or balance under the
retirement plan. The "investment in the contract" generally equals the portion,
if any, of any purchase payments paid by or on behalf of the individual under a
Contract which were not excluded from the individual's gross income. For
Contracts issued in connection with qualified plans, the "investment in the
contract" can be zero. Special tax rules may be available for certain
distributions from Qualified Contracts.

In the case of a partial withdrawal (including systematic withdrawals) from a
Non-Qualified Contract, under Section 72(e), any amounts received are generally
first treated as taxable income to the extent that the Contract Value
immediately before the partial withdrawal exceeds the "investment in the
contract" at that time. Any additional amount withdrawn is not taxable.

In the case of a full surrender under a Qualified or Non-Qualified Contract, the
amount received generally will be taxable only to the extent it exceeds the
"investment in the contract."

Section 1035 of the Code generally provides that no gain or loss shall be
recognized on the exchange of one annuity contract for another. Special rules
and procedures apply to Section 1035 transactions. Prospective Owners wishing to
take advantage of Section 1035 should consult their tax adviser.

However, if you purchase the Guaranteed Lifetime Withdrawal Benefit rider and
you take a withdrawal or other distribution from your Contract (and the Contract
Value has not been reduced to zero or less), the amount in excess of the greater
of:

    (1) Contract Value, or
    (2) Guaranteed Lifetime Withdrawal Benefit Basis or Lifetime Benefit Basis
        over your investment in the Contract will be treated by us as a taxable
        distribution.

Income Payments. Tax consequences may vary depending on the payment option
elected under an annuity contract. Generally, under Code Section 72(b), (prior
to recovery of the investment in the Contract) taxable income does not include
that part of any amount received as an annuity under an annuity contract that
bears the same ratio to such amount as the investment in the Contract bears to
the expected return at the annuity starting date. For variable Income Payments,
the taxable portion is generally determined by an equation that establishes a
specific dollar amount of each payment that is not taxed. The dollar amount is
determined by dividing the "investment in the contract" by the total number of
expected periodic payments. However, the entire distribution will be taxable
once the recipient has recovered the dollar amount of his or her "investment in
the contract." For fixed Income Payments, in general, there is no tax on the
portion of each payment which represents the same ratio that the "investment in
the contract" bears to the total expected value of the Income Payments for the
term of the payments; however, the remainder of each Income Payment is taxable
until the recovery of the investment in the contract, and thereafter the full
amount of each Income Payment is taxable. If death occurs before full recovery
of the investment in the contract, the unrecovered amount may be deducted on the
Annuitant's final tax return.

Taxation of Death Benefit Proceeds. Amounts may be distributed from a Contract
because of the death of the Owner or Annuitant. Generally, such amounts are
includable in the income of the recipient as follows: (i) if distributed in a
lump sum, they are taxed in the same manner as a full surrender of the Contract
or (ii) if distributed under a payment option, they are taxed in the same way as
Income Payments.

Penalty Tax on Certain Withdrawals. In the case of a distribution pursuant to a
Non-Qualified Contract, there may be imposed a federal penalty tax equal to 10%
of the amount treated as taxable income. In general, however, there is no
penalty on distributions:

    (1) made on or after the taxpayer reaches age 59 1/2;
    (2) made on or after the death of the holder (or if the holder is not an
        individual, the death of the primary Annuitant);
    (3) attributable to the taxpayer's becoming disabled;
    (4) as part of a series of substantially equal periodic payments not less
        frequently than annually for the life (or life expectancy) of the
        taxpayer or the joint lives (or joint life expectancies) of the taxpayer
        and the designated Beneficiary;
    (5) made under certain annuities issued in connection with structured
        settlement agreements; and
    (6) made under an annuity contract that is purchased with a single purchase
        payment when the Payout Date is no later than a year from purchase of
        the annuity and substantially equal periodic payments are made not less
        frequently than annually during the Income Payment period.

Other tax penalties may apply to certain distributions under a Qualified
Contract.

                                       53


Possible Changes in Taxation. Although the likelihood of legislative change is
uncertain, there is always the possibility that the tax treatment of the
Contracts could change by legislation or other means. It is also possible that
any change could be retroactive (that is, effective prior to the date of the
change). A tax adviser should be consulted with respect to legislative
developments and their effect on the Contract.

We may modify the Contract in response to legislative changes that could
otherwise diminish the favorable tax treatment that Owners currently receive.

SEPARATE ACCOUNT CHARGES
It is possible that the Internal Revenue Service may take a position that rider
charges (e.g. Spouse Beneficiary Death Benefit rider) are deemed to be taxable
distributions to you. Although we do not believe that a rider charge under the
Contract should be treated as a taxable withdrawal, you should consult your tax
advisor prior to selecting any rider or endorsement under the Contract.

TRANSFERS, ASSIGNMENTS, OR EXCHANGES OF A CONTRACT
A transfer of ownership of a Contract, the designation of an Annuitant, Payee or
other Beneficiary who is not also the Owner, the selection of certain Payout
Dates or the exchange of a Contract may result in certain tax consequences to
the Owner that are not discussed herein. An Owner contemplating any such actions
should contact a competent tax adviser with respect to the potential tax
effects. In addition, if you exchange this Contract for a contract issued by
someone other than us, we may require that you complete one or more forms
provided by us in addition to any forms required by the other insurance company
before we consider the exchange request in good order.

WITHHOLDING
Distributions from Contracts generally are subject to withholding for the
Owner's federal income tax liability. The withholding rate varies according to
the type of distribution and the Owner's tax status. The Owner will be provided
the opportunity to elect to not have tax withheld from distributions.

"Taxable eligible rollover distributions" from section 401(a) plans, section
403(b) tax-sheltered annuities, and Section 457(b) governmental plans are
subject to a mandatory federal income tax withholding of 20%. For this purpose,
an eligible rollover distribution is any distribution from such a plan to an
employee (or employee's spouse or former spouse Beneficiary or alternate Payee),
except certain distributions such as distributions required by the Code,
hardship distributions, or distributions in a specified annuity form. The 20%
withholding does not apply, however, if the Owner chooses a "direct rollover"
from the plan to another tax-qualified plan, IRA, 403(b) tax-sheltered annuity,
or to a governmental Section 457(b) plan that agrees to separately account for
rollover contributions.

MULTIPLE CONTRACTS
All non-qualified deferred annuity contracts that are issued by us (or our
affiliates) to the same Owner during any calendar year are treated as one
annuity Contract for purposes of determining the amount includable in gross
income under Section 72(e). In addition, the Treasury Department has specific
authority to issue regulations that prevent the avoidance of Section 72(e)
through the serial purchase of annuity contracts or otherwise. There may also be
other situations in which the Treasury may conclude that it would be appropriate
to aggregate two or more annuity Contracts purchased by the same Owner.
Accordingly, an Owner should consult a competent tax adviser before purchasing
more than one annuity Contract.

TAXATION OF QUALIFIED PLANS
The Contracts are designed for use with several types of qualified plans. The
tax rules applicable to participants in these qualified plans vary according to
the type of plan and the terms and conditions of the plan itself. Special
favorable tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from contributions in excess
of specified limits; distributions prior to age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; and in other specified circumstances. Therefore, no
attempt is made to provide more than general information about the use of the
Contracts with the various types of qualified retirement plans. Owners, the
Annuitants, and Beneficiaries are cautioned that the rights of any person to any
benefits under these qualified retirement plans may be subject to the terms and
conditions of the plans themselves, regardless of the terms and conditions of
the Contract, but we shall not be bound by the terms and conditions of such
plans to the extent such terms contradict the Contract, unless we consent. Some
retirement plans are subject to distribution and other requirements that are not
incorporated into our Contract administration procedures. Brief descriptions
follow of the various types of qualified retirement plans in connection with a
Contract. We will amend the Contract as necessary to conform it to the
requirements of such plans.

For qualified plans under Section 401(a), 403(b), and eligible plans under 457,
the Code requires that distributions generally must commence no later than the
later of April 1 of the calendar year following the calendar year in which the
Owner (or plan participant) (i) reaches age 70 1/2 or (ii) retires, and must be
made in a specified form or manner. If the plan participant is a "5 percent
Owner" (as defined in the Code), distributions generally must begin no later
than April 1 of the calendar year following the calendar year in which the Owner
(or plan participant) reaches age 70 1/2. For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the Owner (or plan
participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require
distributions at any time prior to the Owner's death. If you are attempting to
satisfy

                                       54


minimum required distribution rules through partial withdrawals, the value of
any enhanced death benefit or other optional rider may need to be included in
calculating the amount required to be distributed, consult a tax advisor.

Corporate Pension and Profit Sharing Plans and H.R. 10 Plans. Section 401(a) of
the Code permits corporate employers to establish various types of retirement
plans for employees, and permits self-employed individuals to establish these
plans for themselves and their employees. These retirement plans may permit the
purchase of the Contracts to accumulate retirement savings under the plans.
Adverse tax or other legal consequences to the plan, to the participant or to
both may result if this Contract is assigned or transferred to any individual as
a means to provide benefit payments, unless the plan complies with all legal
requirements applicable to such benefits prior to transfer of the Contract.
Employers intending to use the Contract with such plans should seek competent
advice.

The Contract includes a death benefit that in some cases may exceed the greater
of the purchase payments or the Contract Value. The death benefit could be
characterized as an incidental benefit, the amount of which is limited in any
pension or profit-sharing plan. Because the death benefit may exceed this
limitation, employers using the Contract in connection with such plans should
consult their tax adviser.

Individual Retirement Annuities. Section 408 of the Code permits eligible
individuals to contribute to an individual retirement program known as an
"Individual Retirement Annuity" or "IRA." IRA contributions are limited each
year to the lesser of a limit specified in the Code or 100% of the compensation
includible in the Owner's gross income and may be deductible in whole or in part
depending on the individual's income. Distributions from certain other types of
qualified plans, however, may be "rolled over" on a tax-deferred basis into an
IRA without regard to this limit. Earnings in an IRA are not taxed while held in
the IRA. All amounts in the IRA (other than nondeductible contributions) are
taxed when distributed from the IRA. Distributions prior to age 59 1/2 (unless
certain exceptions apply) are also subject to a 10% penalty tax. Sales of the
Contract for use with IRAs may be subject to special requirements of the
Internal Revenue Service. The Internal Revenue Service has not reviewed the
Contract for qualification as an IRA, and has not addressed in a ruling of
general applicability whether a death benefit provision such as the provision in
the Contract comports with IRA qualifications requirements.

Roth IRAs. Section 408A of the Code permits certain eligible individuals to
contribute to a Roth IRA up to the lesser of a limit specified in the Code or
100% of compensation includible in the Owner's gross income for the year.
Contributions to a Roth IRA, which are subject to certain limitations, are not
deductible and must be made in cash or as a rollover or transfer from another
Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth IRA may
be subject to tax and other special rules may apply. You should consult a tax
adviser before combining any converted amounts with any other Roth IRA
contributions, including any other conversion amounts from other tax years.
Distributions from a Roth IRA generally are not taxed, except that, once
aggregate distributions exceed contributions to the Roth IRA, income tax and a
10% federal penalty tax may apply to distributions made (1) before age 59 1/2
(subject to certain exceptions) or (2) during the five taxable years starting
with the year in which the first contribution is made to any Roth IRA. A 10%
penalty tax may apply to amounts attributable to a conversion from an IRA if
they are distributed during the five taxable years beginning with the year in
which the conversion was made.

Simplified Employee Pension (SEP) IRAs. Employers may establish Simplified
Employee Pension (SEP) IRAs under Code section 408(k) to provide IRA
contributions on behalf of their employees. In addition to all of the general
Code rules governing IRAs, such plans are subject to certain Code requirements
regarding participation and amounts of contributions.

Tax Sheltered Annuities. Section 403(b) of the Code allows employees of certain
Section 501(c)(3) organizations and public schools to exclude from their gross
income the purchase payments paid, within certain limits, on a Contract that
will provide an annuity for the employee's retirement. These purchase payments
may be subject to FICA (Social Security) taxes. Distributions of (1) salary
reduction contributions made in years beginning after December 31, 1988; (2)
earnings on those contributions; and (3) earnings on amounts held as of the last
year beginning before January 1, 1989, are not allowed prior to age 59 1/2,
severance from employment, death or disability. Salary reduction contributions
may also be distributed upon hardship, but would generally be subject to
penalties. For contracts issued after 2008, amounts attributable to nonelective
contributions may be subject to distribution restrictions specified in the
employer's section 403(b) plan. Owners of certain Section 403(b) annuities may
receive Contract loans. Contract loans that satisfy certain requirements with
respect to Loan Amount and repayment are not treated as taxable distributions.
If these requirements are not satisfied, or if the Contract terminates while a
loan is outstanding, the loan balance will be treated as a taxable distribution
and may be subject to penalty tax, and the treatment of the Contract under
Section 403(b) may be adversely affected. Owners should seek competent advice
before requesting a Contract loan. The Contract includes a death benefit that in
some cases may exceed the greater of the purchase payments or the Contract
Value. The death benefit could be characterized as an incidental benefit, the
amount of which is limited in any tax-sheltered annuity under section 403(b).
Because the death benefit may exceed this limitation, employers using the
Contract in connection with such plans should consult their tax adviser.
Effective November 15, 2007, new Contracts are no longer available to be used as
funding vehicles for Code Section 403(b) retirement programs. Effective January
1, 2009, we will no longer accept purchase payments that are salary deferrals
from Contracts used as funding vehicles for Code Section 403(b) retirement
programs.

Certain Deferred Compensation Plans. Code Section 457(b) provides for certain
deferred compensation plans. These plans may be offered with respect to service
for state governments, local governments, political subdivisions, agencies,
instrumentalities and certain affiliates of such entities, and tax-exempt
organizations. These plans are subject to various restrictions on contributions
and

                                       55


distributions. The plans may permit participants to specify the form of
investment for their deferred compensation account. Under a non-governmental
plan, all investments, however, are owned by the sponsoring employer and are
subject to the claims of the general creditors of the employer. Depending on the
terms of the particular plan, a non-governmental employer may be entitled to
draw on deferred amounts for purposes unrelated to its Section 457 plan
obligations.

POSSIBLE CHARGE FOR OUR TAXES
At the present time, we make no charge to the Subaccounts for any Federal,
state, or local taxes that we incur which may be attributable to such
Subaccounts or the Contracts. We, however, may in the future charge for any such
tax or other economic burden resulting from the application of the tax laws that
we determine to be properly attributable to the Subaccounts or to the Contracts.

OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the Federal tax consequences under
these Contracts are not exhaustive, and special rules are provided with respect
to other tax situations not discussed in this Prospectus.

Further, the Federal income tax consequences discussed herein reflect our
understanding of current law and the law may change.

Federal Estate Taxes. While no attempt is being made to discuss the Federal
estate tax implications of the Contract, a purchaser should keep in mind that
the value of an annuity Contract owned by a decedent and payable to a
Beneficiary by virtue of surviving the decedent is included in the decedent's
gross estate. Depending on the terms of the annuity Contract, the value of the
annuity included in the gross estate may be the value of the lump sum payment
payable to the designated Beneficiary or the actuarial value of the payments to
be received by the Beneficiary.

Federal estate and state and local estate, inheritance and of distributions
under a Contract depend on the individual circumstances of each Owner or
recipient of the distribution. A competent tax adviser should be consulted for
further information.

Generation-skipping Transfer Tax. Under certain circumstances, the Code may
impose a "generation skipping transfer tax" when all or part of an annuity
contract is transferred to, or a death benefit is paid to, an individual two or
more generations younger than the Owner. Regulations issued under the Code may
require us to deduct the tax from your Contract, or from any applicable payment,
and pay it directly to the IRS.

Annuity Purchases by Residents of Puerto Rico. In Rev. Rul. 2004-75, 2004-31
I.R.B. 109, the Internal Revenue Service recently announced that income received
by residents of Puerto Rico under life insurance or annuity contracts issued by
a Puerto Rico branch of a United States life insurance company is U.S.-source
income that is generally subject to United States Federal income tax.

Annuity Purchases by Non-resident Aliens and Foreign Corporations. The
discussion above provides general information regarding U.S. federal income tax
consequences to annuity purchasers that are U.S. citizens or residents.
Purchasers that are not U.S. citizens or residents will generally be subject to
U.S. federal withholding tax on taxable distributions from annuity contracts at
a 30% rate, unless a lower treaty rate applies.

In addition, purchasers may be subject to state and/or municipal taxes and taxes
that may be imposed by the purchaser's country of citizenship or residence.
Prospective purchasers are advised to consult with a qualified tax adviser
regarding U.S. state, and foreign taxation with respect to an annuity contract
purchase.

Foreign Tax Credits. We may benefit from any foreign tax credits attributable to
taxes paid by certain Funds to foreign jurisdictions to the extent permitted
under Federal tax law.

                                LEGAL PROCEEDINGS
================================================================================

We, like other life insurance companies, and our subsidiaries may be involved in
lawsuits, including class action lawsuits. In some class action and other
lawsuits involving insurers, substantial damages have been sought and/or
material settlement payments have been made. Although the outcome of any
litigation cannot be predicted with certainty, we believe that at the present
time there are no pending or threatened lawsuits that are reasonably likely to
have a material adverse impact on the Variable Account, us, or CBSI.

                                COMPANY HOLIDAYS
================================================================================

We are closed on the following holidays: New Year's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving,
Christmas Eve Day and Christmas Day. We are closed on the day itself if those
days fall Monday through Friday, the day immediately preceding if those days
fall on a Saturday, and the day immediately following if those days fall on a
Sunday.

                              FINANCIAL STATEMENTS
================================================================================

Our and the Variable Account's financials are contained in the Statement of
Additional Information ("SAI"). Our financial statements should be distinguished
from the Variable Account's financial statements and you should consider our
financial statements only as bearing upon our ability to meet our obligations
under the Contracts. For a free copy of these financial statements and/or the
SAI, please contact us at 2000 Heritage Way, Waverly, Iowa 50677-9202 or call us
at 1-800-798-5500.

                                       56


                                   APPENDIX A
                              FINANCIAL HIGHLIGHTS
================================================================================

The following information is derived from the financial statements of the
Variable Account. The financial statements are included in the Statement of
Additional Information. The table below gives per unit information about the
financial history of each Subaccount for the last ten (or life of the
Subaccount) fiscal years ended December 31. The value of an Accumulation Unit is
determined on the basis of changes in the per share value of the Funds and the
assessment of various charges. Information is not provided for the Ultra Series
Class II Subaccounts, because they were first offered May 1, 2009.

B-SHARE CLASS



---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Percentage
                                                                              Accumulation       increase in      Number of units
                                                  Accumulation unit value       unit value        unit value       outstanding at
               Subaccount/Year                      beginning of period       end of period     during period      end of period
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                           
Ultra Series Conservative Allocation Class I
  2006                                                        $10.00***              $10.17           1.70%**             123,093
  2007                                                         10.17                  10.44           2.65%             2,199,571
  2008                                                         10.44                   8.46        (18.97)%             5,602,997
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Moderate Allocation Class I
  2006                                                        $10.00***              $10.29           2.90%**             782,785
  2007                                                         10.29                  10.72           4.18%             8,292,445
  2008                                                         10.72                   7.38        (31.16)%            13,155,453
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Aggressive Allocation Class I
  2006                                                        $10.00***              $10.39           3.90%**              73,109
  2007                                                         10.39                  11.04           6.26%               444,252
  2008                                                         11.04                   6.42        (41.85)%               920,725
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Money Market Class I
  2004                                                        $10.00*                $10.00           0.00%**              41,939
  2005                                                         10.00                  10.15           1.50%             1,174,622
  2006                                                         10.15                  10.47           3.15%             1,439,661
  2007                                                         10.47                  10.82           3.34%             1,425,866
  2008                                                         10.82                  10.87           0.46%             3,369,786
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Bond Class I
  2004                                                        $10.00*                $ 9.98         (0.20)%**             191,144
  2005                                                         $9.98                  10.10           1.20%             3,021,142
  2006                                                         10.10                  10.36           2.57%             6,703,481
  2007                                                         10.36                  10.75           3.76%             8,309,003
  2008                                                         10.75                  10.91           1.49%             7,479,172
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series High Income Class I
  2004                                                        $10.00*                $10.25           2.50%**              68,835
  2005                                                         10.25                  10.38           1.27%             1,090,104
  2006                                                         10.38                  11.19           7.80%             2,256,194
  2007                                                         11.19                  11.27           0.71%             2,765,242
  2008                                                         11.27                   9.49        (15.79)%             2,048,874
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Diversified Income Class I
  2004                                                        $10.00*                $10.62           6.20%**             119,533
  2005                                                         10.62                  10.89           2.54%             2,169,035
  2006                                                         10.89                  11.82           8.54%             3,424,692
  2007                                                         11.82                  11.96           1.18%             4,020,570
  2008                                                         11.96                  10.24        (14.38)%**           3,612,923
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Large Cap Value Class I
  2004                                                        $10.00*                $10.99           9.90%**             144,835
  2005                                                         10.99                  11.45           4.19%             2,659,384
  2006                                                         11.45                  13.63          19.04%             4,913,687
  2007                                                         13.63                  13.53         (0.73)%             5,450,877
  2008                                                         13.53                   8.55        (36.81)%             4,926,897
---------------------------------------------------------------------------------------------------------------------------------


                                       A-1




---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Percentage
                                                                              Accumulation       increase in      Number of units
                                                  Accumulation unit value       unit value        unit value       outstanding at
               Subaccount/Year                      beginning of period       end of period     during period      end of period
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Ultra Series Large Cap Growth Class I
  2004                                                        $10.00*                $10.61           6.10%**             253,559
  2005                                                         10.61                  10.73           1.13%             1,136,871
  2006                                                         10.73                  11.42           6.43%             2,561,564
  2007                                                         11.42                  12.67          10.95%             3,093,437
  2008                                                         12.67                   7.85        (38.04)%             3,114,947
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Mid Cap Value Class I
  2004                                                        $10.00*                $10.78           7.80%**              87,095
  2005                                                         10.78                  11.73           8.81%             1,114,415
  2006                                                         11.73                  13.55          15.52%             2,258,725
  2007                                                         13.55                  13.41         (1.03)%             2,562,799
  2008                                                         13.41                   8.41        (37.29)%             2,326,160
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Mid Cap Growth Class I
  2004                                                        $10.00*                $11.14          11.40%**              53,327
  2005                                                         11.14                  11.96           7.36%               814,644
  2006                                                         11.96                  13.15           9.95%             1,610,620
  2007                                                         13.15                  14.08           7.07%             1,707,968
  2008                                                         14.08                   7.38        (47.59)%             1,571,400
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Small Cap Value Class I
  2007                                                        $10.00****              $8.96        (10.40)%**              39,663
  2008                                                          8.96                   6.59        (26.45)%               144,697
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Small Cap Growth Class I
  2007                                                        $10.00****              $9.26         (7.40)%**              35,894
  2008                                                          9.26                   5.17        (44.17)%                69,104
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Global Securities Class I
  2004                                                        $10.00*                $10.85           8.50%**              18,621
  2005                                                         10.85                  12.21          12.53%               251,644
  2006                                                         12.21                  14.15          15.89%               597,595
  2007                                                         14.15                  14.77           4.38%               740,488
  2008                                                         14.77                   9.02        (39.93)%               697,440
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series International Stock Class I
  2004                                                        $10.00*                $11.22          12.20%**              28,569
  2005                                                         11.22                  12.91          15.06%               594,014
  2006                                                         12.91                  15.83          22.62%             1,334,155
  2007                                                         15.83                  17.41           9.98%             1,575,524
  2008                                                         17.41                  10.55        (39.40)%             1,541,019
---------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Global Real Estate
  2008                                                         10.00*****             $5.34        (46.60)%**             105,916
---------------------------------------------------------------------------------------------------------------------------------
Franklin High Income Securities
  2008                                                         10.00*****             $7.44        (25.60)%**             219,911
---------------------------------------------------------------------------------------------------------------------------------
Franklin Income Securities
  2008                                                         10.00*****             $6.89        (31.10)%**             356,854
---------------------------------------------------------------------------------------------------------------------------------
Franklin Mutual Global Discovery Securities
  2008                                                         10.00*****             $7.34         (26.60)**             141,357
---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Small Cap
  2008                                                         10.00*****             $6.44        (35.60)%**             225,380
---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street
  2008                                                         10.00*****             $6.36        (36.40)%**             352,155
---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer International Growth
  2008                                                         10.00*****             $5.84        (41.60)%**             377,259
---------------------------------------------------------------------------------------------------------------------------------
PIMCO CommodityRealReturn Strategy
  2008                                                         10.00*****             $4.70        (53.00)%**             124,787
---------------------------------------------------------------------------------------------------------------------------------
PIMCO Total Return
  2008                                                         10.00*****            $10.00           0.00%**             446,066
---------------------------------------------------------------------------------------------------------------------------------


                                       A-2




---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Percentage
                                                                              Accumulation       increase in      Number of units
                                                  Accumulation unit value       unit value        unit value       outstanding at
               Subaccount/Year                      beginning of period       end of period     during period      end of period
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
PIMCO Global Bond
  2008                                                         10.00*****            $9.27          (7.30)%**             206,892
---------------------------------------------------------------------------------------------------------------------------------
Van Kampen Mid Cap Growth
  2008                                                         10.00*****            $5.35         (46.50)%**             331,497
---------------------------------------------------------------------------------------------------------------------------------
Van Kampen Growth and Income
  2008                                                         10.00*****            $6.99         (30.10)%**             359,835
---------------------------------------------------------------------------------------------------------------------------------


* The inception date was October 11, 2004, with all Subaccounts starting with a
  $10.00 unit price.
** Not annualized.
*** The inception date was October 30, 2006, with all Subaccounts starting with
    a $10.00 unit price.
**** The inception date was May 1, 2007, with all Subaccounts starting with a
     $10.00 unit price.
***** The inception date was May 1, 2008, with all Subaccounts starting with a
      $10.00 unit price.

B-SHARE CLASS WITH PURCHASE PAYMENT CREDIT OPTION*



---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Percentage
                                                                              Accumulation       increase in      Number of units
                                                  Accumulation unit value       unit value        unit value       outstanding at
               Subaccount/Year                      beginning of period       end of period     during period      end of period
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                            
Ultra Series Conservative Allocation Class I
  2007                                                         $10.00*                 $9.88        (1.20)%**             305,834
  2008                                                           9.88                   7.97       (19.33)%               647,602
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Moderate Allocation Class I
  2007                                                         $10.00*                 $9.79        (2.10)%**             403,229
  2008                                                           9.79                   6.71       (31.46)%             1,067,784
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Aggressive Allocation Class I
  2007                                                         $10.00*                 $9.89        (1.10)%**               2,483
  2008                                                           9.89                   5.72       (42.16)%                27,950
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Money Market Class I
  2007                                                         $10.00*                $10.01          0.10%                 1,040
  2008                                                          10.01                  10.00         (0.10)%               44,544
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Bond Class I
  2007                                                         $10.00*                $10.10          1.00%**              68,758
  2008                                                          10.10                  10.21          1.09%               177,690
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series High Income Class I
  2007                                                         $10.00*                 $9.87        (1.30)%**              10,357
  2008                                                           9.87                   8.27       (16.21)%                31,480
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Diversified Income Class I
  2007                                                         $10.00*                $10.00          0.00%**                   0
  2008                                                          10.00                   8.76       (12.40)%                58,306
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Large Cap Value Class I
  2007                                                         $10.00*                 $9.79        (2.10)%                43,979
  2008                                                           9.79                   6.16       (37.08)%               146,480
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Large Cap Growth Class I
  2007                                                         $10.00*                 $9.79        (2.10)%                20,915
  2008                                                           9.79                   6.03       (38.41)%                77,507
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Mid Cap Value Class I
  2007                                                         $10.00*                 $9.71        (2.90)%**              18,308
  2008                                                           9.71                   6.06       (37.59)%                60,013
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Mid Cap Growth Class I
  2007                                                         $10.00*                 $9.73        (2.70)%                10,432
  2008                                                           9.73                   5.08       (47.79)%                42,775
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Small Cap Value Class I
  2007                                                         $10.00*                 $9.79        (2.10)%**               7,842
  2008                                                           9.79                   7.16       (26.86)%                20,703
---------------------------------------------------------------------------------------------------------------------------------


                                       A-3




---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Percentage
                                                                              Accumulation       increase in      Number of units
                                                  Accumulation unit value       unit value        unit value       outstanding at
               Subaccount/Year                      beginning of period       end of period     during period      end of period
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                               
Ultra Series Small Cap Growth Class I
  2007                                                         $10.00*               $10.00           0.00%**                   0
  2008                                                          10.00                  6.26        (37.40)%                 1,244
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Global Securities Class I
  2007                                                         $10.00*                $9.72         (2.80)%                 8,992
  2008                                                           9.72                  5.90        (39.30)%                29,503
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series International Stock Class I
  2007                                                         $10.00*                $9.87         (1.30)%                19,251
  2008                                                           9.87                  5.95        (39.72)%                71,804
---------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Global Real Estate
  2008                                                          10.00***              $5.38        (46.20)%                10,653
---------------------------------------------------------------------------------------------------------------------------------
Franklin High Income Securities
  2008                                                          10.00***              $7.43        (25.70)%**              20,860
---------------------------------------------------------------------------------------------------------------------------------
Franklin Income Securities
  2008                                                          10.00***              $6.88        (31.20)%**              45,078
---------------------------------------------------------------------------------------------------------------------------------
Franklin Mutual Global Discovery
   Securities
  2008                                                          10.00***              $7.37        (26.30)%**              15,932
---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Small Cap
  2008                                                          10.00***              $6.41        (35.90)%                24,168
---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street
  2008                                                          10.00***              $6.37        (36.30)%**              44,158
---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer International Growth
  2008                                                          10.00***              $5.88        (41.20)%**              36,663
---------------------------------------------------------------------------------------------------------------------------------
PIMCO CommodityRealReturn Strategy
  2008                                                          10.00***              $4.84        (51.60)%**              11,985
---------------------------------------------------------------------------------------------------------------------------------
PIMCO Total Return
  2008                                                          10.00***              $9.96         (0.40)%**              32,817
---------------------------------------------------------------------------------------------------------------------------------
PIMCO Global Bond
  2008                                                          10.00***              $9.24         (7.60)%**              21,955
---------------------------------------------------------------------------------------------------------------------------------
Van Kampen Mid Cap Growth
  2008                                                          10.00***              $5.40        (46.00)%**              33,191
---------------------------------------------------------------------------------------------------------------------------------
Van Kampen Growth and Income
  2008                                                          10.00***              $6.94        (30.60)%**              37,477
---------------------------------------------------------------------------------------------------------------------------------


* The inception date was November 1, 2007.
** Not annualized
*** The inception date was May 1, 2008, with all Subaccounts starting with a
    $10.00 unit price.

L-SHARE CLASS*



---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Percentage
                                                                              Accumulation       increase in      Number of units
                                                  Accumulation unit value       unit value        unit value       outstanding at
               Subaccount/Year                      beginning of period       end of period     during period      end of period
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
Ultra Series Conservative Allocation Class I
  2007                                                         $10.00*               $10.05           0.50%**                 860
  2008                                                          10.05                  8.11        (19.30)%                85,241
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Moderate Allocation Class I
  2007                                                         $10.00*                $9.61         (3.90)%**              93,785
  2008                                                           9.61                  6.59        (31.43)%               327,339
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Aggressive Allocation Class I
  2007                                                         $10.00*               $10.00           0.00%**                   0
  2008                                                          10.00                  6.56        (34.40)%                 9,334
---------------------------------------------------------------------------------------------------------------------------------


                                       A-4




---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Percentage
                                                                              Accumulation       increase in      Number of units
                                                  Accumulation unit value       unit value        unit value       outstanding at
               Subaccount/Year                      beginning of period       end of period     during period      end of period
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                               
Ultra Series Money Market Class I
  2007                                                         $10.00*               $10.00           0.00%                     0
  2008                                                          10.00                  9.98         (0.20)%                31,407
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Bond Class I
  2007                                                         $10.00*               $10.10           1.00%**                 545
  2008                                                          10.10                 10.21           1.09%                55,251
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series High Income Class I
  2007                                                         $10.00*               $10.01           0.10%**                  91
  2008                                                          10.01                  8.39        (16.18)%                 9,429
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Diversified Income Class I
  2007                                                         $10.00*               $10.00           0.00%**                   0
  2008                                                          10.00                  8.83        (11.70)%                24,459
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Large Cap Value Class I
  2007                                                         $10.00*                $9.66         (3.40)%                   363
  2008                                                           9.66                  6.08        (37.06)%                27,671
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Large Cap Growth Class I
  2007                                                         $10.00*                $9.73         (2.70)%                   182
  2008                                                           9.73                  6.00        (38.34)%                17,730
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Mid Cap Value Class I
  2007                                                         $10.00*                $9.56         (4.40)%**                 182
  2008                                                           9.56                  5.97        (37.55)%                13,301
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Mid Cap Growth Class I
  2007                                                         $10.00*                $9.63         (3.70)%                    91
  2008                                                           9.63                  5.02        (47.87)%                 8,502
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Small Cap Value Class I
  2007                                                         $10.00*                $9.61         (3.90)%**                  91
  2008                                                           9.61                  7.03        (26.85)%                 5,994
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Small Cap Growth Class I
  2007                                                         $10.00*               $10.00           0.00%**                   0
  2008                                                          10.00                  6.30        (37.00)%                 1,921
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series Global Securities Class I
  2007                                                         $10.00*                $9.59         (4.10)%                    91
  2008                                                           9.59                  5.83        (39.21)%                 8,129
---------------------------------------------------------------------------------------------------------------------------------
Ultra Series International Stock Class I
  2007                                                         $10.00*                $9.69         (3.10)%                   182
  2008                                                           9.69                  5.85        (39.63)%                17,806
---------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Global Real Estate
  2008                                                          10.00***              $6.56        (34.40)%**               1,482
---------------------------------------------------------------------------------------------------------------------------------
Franklin High Income Securities
  2008                                                          10.00***              $7.72        (22.80)%                 5,342
---------------------------------------------------------------------------------------------------------------------------------
Franklin Income Securities
  2008                                                          10.00***              $7.49        (25.10)%**               5,074
---------------------------------------------------------------------------------------------------------------------------------
Franklin Mutual Global Discovery Securities
  2008                                                          10.00***              $8.04        (19.60)%**               2,049
---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Small Cap
  2008                                                          10.00***              $6.76        (32.40)%**               3,971
---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street
  2008                                                          10.00***              $7.01        (29.90)%**               8,310
---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer International Growth
  2008                                                          10.00***              $6.35        (36.50)%**               6,189
---------------------------------------------------------------------------------------------------------------------------------
PIMCO CommodityRealReturn Strategy
  2008                                                          10.00***              $4.40        (56.00)%**               3,258
---------------------------------------------------------------------------------------------------------------------------------
PIMCO Total Return
  2008                                                          10.00***             $10.16           1.60%**              11,770
---------------------------------------------------------------------------------------------------------------------------------


                                       A-5




---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  Percentage
                                                                              Accumulation       increase in      Number of units
                                                  Accumulation unit value       unit value        unit value       outstanding at
               Subaccount/Year                      beginning of period       end of period     during period      end of period
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                
PIMCO Global Bond
  2008                                                         10.00***              $9.28          (7.20)%**               8,072
---------------------------------------------------------------------------------------------------------------------------------
Van Kampen Mid Cap Growth
  2008                                                         10.00***              $5.76         (42.40)%**               5,798
---------------------------------------------------------------------------------------------------------------------------------
Van Kampen Growth and Income
  2008                                                         10.00***              $7.68         (23.20)%**               9,292
---------------------------------------------------------------------------------------------------------------------------------


* The inception date was November 1, 2007.
** Not annualized.
*** The inception date was May 1, 2008, with all Subaccounts staring with a
    $10.00 unit price.

                                       A-6


                                   APPENDIX B
    EXAMPLES OF GUARANTEED MINIMUM DEATH BENEFIT AND OPTIONAL DEATH BENEFITS
================================================================================

BASE ASSUMPTIONS: Assume an initial purchase payment of $100,000 choosing the
B-Share option and an issue age of 65.

This means:

    o   In addition to the Minimum Guaranteed Death Benefit, the Owner chooses
        the Maximum Anniversary Value Death Benefit, the 3% Annual Guarantee
        Death Benefit, and the Earnings Enhanced Death Benefit.
    o   All withdrawal figures shown indicate the total amount withdrawn from
        the Contract and, assume that no surrender charge applies. Any surrender
        charge will reduce the amount payable to the Owner.
    o   The death benefit adjustment calculations described here do not apply to
        death benefits that are provided by a Guaranteed Lifetime Withdrawal
        Benefit rider - See Appendix C for examples relating to death benefits
        provided by a Guaranteed Lifetime Withdrawal Benefit rider.
    o   At issue the Minimum Guaranteed Death Benefit, the Maximum Anniversary
        Value Death Benefit, and the 3% Annual Guarantee Death Benefit are all
        equal to the $100,000 deposit.

EXAMPLE 1 (THE CONTRACT CROSSES THE FIRST ANNIVERSARY): Starting with the Base
Assumptions, the Contract crosses the first Contract Anniversary. The Contract
Value on the anniversary is $107,000.

    o   The Minimum Guaranteed Death Benefit is $100,000, which is the prior
        Minimum Guaranteed Death Benefit.
    o   The Maximum Anniversary Value Death Benefit is $107,000. Because the
        Contract Value on the anniversary is greater than the prior Maximum
        Anniversary Death Benefit, the Maximum Anniversary Death Benefit resets
        to the Contract Value.
    o   The 3% Annual Guarantee Death Benefit is $103,000, which is the initial
        3% Annual Guarantee Death Benefit increased at the 3% annual effective
        rate to the date of anniversary.
    o   For the Earnings Enhanced Death Benefit, the contract has $7,000 of
        earnings ($107,000 - $100,000 = $7,000), so the additional amount
        provided by this rider is $2,800. Therefore the total Earnings Enhanced
        Death Benefit is $109,800 which is the Contract Value plus the
        additional benefit provided by the Earnings Enhanced Death Benefit
        ($107,000 + $2,800 = $109,800).
    o   The death benefit amount that would be paid if a death occurred on this
        day would be $109,800. This is the largest of the death benefit values.

EXAMPLE 2 (THE CONTRACT CROSSES THE SECOND ANNIVERSARY): Starting with the Base
Assumptions and the information provided in Example 1, the contract crosses the
second Contract Anniversary. The Contract Value on the anniversary is $103,000.

    o   The Minimum Guaranteed Death Benefit is $100,000, which is the prior
        Minimum Guaranteed Death Benefit.
    o   The Maximum Anniversary Value Death Benefit is $107,000. Because the
        Contract Value on the anniversary is less than the prior Maximum
        Anniversary Death Benefit, the Maximum Anniversary Death Benefit does
        not change.
    o   The 3% Annual Guarantee Death Benefit is $106,090, which is the initial
        3% Annual Guarantee Death Benefit increased at the 3% annual effective
        rate to the date of anniversary.
    o   For the Earnings Enhanced Death Benefit, the contract has $5,000 of
        earnings ($103,000 - $100,000 = $3,000), so the additional amount
        provided by this rider is $1,200. Therefore the total Earnings Enhanced
        Death Benefit is $104,200 which is the Contract Value plus the
        additional benefit provided by the Earnings Enhanced Death Benefit
        ($103,000 + $1,200 = $104,200).
    o   The death benefit amount that would be paid if a death occurred on this
        day would be $107,000. This is the largest of the death benefit values.

EXAMPLE 3 (THE CONTRACT CROSSES THE THIRD ANNIVERSARY): Starting with the Base
Assumptions and the information provided in Example 1 and Example 2, the
Contract crosses the third Contract Anniversary. The Contract Value on the
anniversary is $98,000.

    o   The Minimum Guaranteed Death Benefit is $100,000, which is the prior
        Minimum Guaranteed Death Benefit.
    o   The Maximum Anniversary Value Death Benefit is $107,000. Because the
        Contract Value on the anniversary is less than the prior Maximum
        Anniversary Death Benefit, the Maximum Anniversary Death Benefit does
        not change.
    o   The 3% Annual Guarantee Death Benefit is $109,273, which is the initial
        3% Annual Guarantee Death Benefit increased at the 3% annual effective
        rate to the date of anniversary.
    o   For the Earnings Enhanced Death Benefit, because the Contract Value is
        lower than the purchase payment, the contract does not have any of
        earnings. Therefore this rider does not provide any additional amount
        and the total Earnings Enhanced Death Benefit is $98,000 which is the
        Contract Value.
    o   The death benefit amount that would be paid if a death occurred on this
        day would be $109,273. This is the largest of the death benefit values.

                                       B-1


EXAMPLE 4 (ADDITIONAL PURCHASE PAYMENT): Starting with the BASE ASSUMPTIONS, the
Owner makes an additional purchase payment of $50,000 six months into the first
Contract Year when the Contract Value is $105,000.

    o   The Minimum Guaranteed Death Benefit is $150,000, which is the prior
        Minimum Guaranteed Death Benefit plus the additional purchase payment.
    o   The Maximum Anniversary Value Death Benefit is $150,000, which is the
        prior Maximum Anniversary Value Death Benefit plus the additional
        purchase payment.
    o   The 3% Annual Guarantee Death Benefit prior to the deposit is $101,489,
        which is the initial 3% Annual Guarantee Death Benefit increased at the
        3% annual effective rate to the date of the deposit. After the deposit,
        the 3% Annual Guarantee Death Benefit is $151,489, which is the prior
        value increased by the deposit.
    o   For the Earnings Enhanced Death Benefit, the contract has $5,000 of
        earnings ($105,000 - $100,000 = $5,000), so the additional amount
        provided by this rider is $2,000. Therefore the total Earnings Enhanced
        Death Benefit is $157,000 which is the Contract Value plus the
        additional deposit amount plus the additional benefit provided by the
        Earnings Enhanced Death Benefit ($105,000 + $50,000 + $2,000 =
        $157,000).
    o   The Death Benefit amount that would be paid if a death occurred on this
        day would be $157,000. This is the largest of the death benefit values.

EXAMPLE 5 (WITHDRAWAL WHEN THE CONTRACT VALUE IS GREATER THAN DEPOSIT BASED
DEATH BENEFITS): Starting with the BASE ASSUMPTIONS, the Owner makes a $10,000
withdrawal 6 months into the first Contract Year when the Contract Value is
$105,000.

    o   The Minimum Guaranteed Death Benefit is reduced by $9,524 for the
        withdrawal.
            o   The adjustment is calculated by the amount of the withdrawal
                divided by the Contract Value before the withdrawal multiplied
                by the prior death benefit
                          ($10,000/$105,000 * $100,000 = $9,524)
            o   The new Minimum Guaranteed Death Benefit after the withdrawal
                is $90,476 ($100,000 - $9,524 = $90,476). Because the Contract
                Value is greater than the death benefit, the death benefit is
                reduced by an amount less than amount of the withdrawal.
    o   The Maximum Anniversary Value Death Benefit is reduced by $9,524 for the
        withdrawal.
            o   The adjustment is calculated by the amount of the withdrawal
                divided by the Contract Value before the withdrawal multiplied
                by the prior death benefit
                          ($10,000/$105,000 * $100,000 = $9,524)
            o   The new Maximum Anniversary Value Death Benefit after the
                withdrawal is $90,476 ($100,000 - $9,524 = $90,476). Because
                the Contract Value is greater than the death benefit, the death
                benefit is reduced by an amount less than amount of the
                withdrawal.
    o   The 3% Annual Guarantee Death Benefit prior to the deposit is $101,489,
        which is the initial 3% Annual Guarantee Death Benefit increased at the
        3% annual effective rate to the date of the deposit. After the
        withdrawal, the 3% Annual Guarantee Death Benefit is reduced by $9,666
        for the withdrawal.
            o   The adjustment is calculated by the amount of the withdrawal
                divided by the Contract Value before the withdrawal multiplied
                by the prior death benefit
                         ($10,000/$105,000 * $101,489 = $9,666)
            o   The new 3% Annual Guarantee Death Benefit after the withdrawal
                is $91,823 ($101,489 - $9,666 = $91,823). Because the Contract
                Value is greater than the death benefit, the death benefit is
                reduced by an amount less than amount of the withdrawal.
    o   For the Earnings Enhanced Death Benefit, the contract has $5,000 of
        earnings before the withdrawal ($105,000 - $100,000 = $5,000). However,
        withdrawals take earnings first, therefore the withdrawal withdrawals
        the $5,000 in earnings in the contract and also withdrawals $5,000 of
        deposit base from the contract. Therefore, because the contract no
        longer has any earnings after the withdrawal, the additional amount
        provided by this rider is zero. The total Earnings Enhanced Death
        Benefit is $95,000 which is the Contract Value after the withdrawal. The
        Earnings Enhanced Death Benefit will continue to provide additional
        death benefit protection when the contract builds earnings again in the
        future.
    o   The Death Benefit amount that would be paid if a death occurred on this
        day would be $91,823. This is the largest of the death benefit values.

EXAMPLE 6 (WITHDRAWAL WHEN THE CONTRACT VALUE IS LESS THAN DEPOSIT BASED DEATH
BENEFITS): Starting with the BASE ASSUMPTIONS, the Owner makes a $10,000
withdrawal 6 months into the first Contract Year when the Contract Value is
$80,000.

    o   The Minimum Guaranteed Death Benefit is reduced by $12,500 for the
        withdrawal.
            o   The adjustment is calculated by the amount of the withdrawal
                divided by the Contract Value before the withdrawal multiplied
                by the prior death benefit
                         ($10,000/$80,000 * $100,000 = $12,500)

                                       B-2


            o   The new Minimum Guaranteed Death Benefit after the withdrawal is
                $87,500 ($100,000 - $12,500 = $87,500). Because the Contract
                Value is less than the death benefit, the death benefit is
                reduced by an amount greater than amount of the withdrawal.
    o   The Maximum Anniversary Value Death Benefit is reduced by $12,500 for
        the withdrawal.
            o   The adjustment is calculated by the amount of the withdrawal
                divided by the Contract Value before the withdrawal multiplied
                by the prior death benefit
                         ($10,000/$80,000 * $100,000 = $12,500)
            o   The new Maximum Anniversary Value Death Benefit after the
                withdrawal is $87,500 ($100,000 - $12,500 = $87,500). Because
                the Contract Value is less than the death benefit, the death
                benefit is reduced by an amount greater than amount of the
                withdrawal.
    o   The 3% Annual Guarantee Death Benefit prior to the deposit is $101,489,
        which is the initial 3% Annual Guarantee Death Benefit increased at the
        3% annual effective rate to the date of the deposit. After the
        withdrawal, the 3% Annual Guarantee Death Benefit is reduced by $12,686
        for the withdrawal.
            o   The adjustment is calculated by the amount of the withdrawal
                divided by the Contract Value before the withdrawal multiplied
                by the prior death benefit
                        ($10,000/$80,000 * $101,489 = $12,686)
            o   The new 3% Annual Guarantee Death Benefit after the withdrawal
                is $88,803 ($101,489 - $12,686 = $88,803). Because the Contract
                Value is less than the death benefit, the death benefit is
                reduced by an amount greater than amount of the withdrawal.
    o   For the Earnings Enhanced Death Benefit, the contract does not have any
        earnings before the withdrawal. So the withdrawal reduces the deposit
        base by $10,000. Because the contract no longer has any earnings after
        the withdrawal, the additional amount provided by this rider is zero.
        The total Earnings Enhanced Death Benefit is $70,000 which is the
        Contract Value after the withdrawal. The Earnings Enhanced Death Benefit
        will continue to provide additional death benefit protection when the
        contract builds earnings again in the future.
    o   The Death Benefit amount that would be paid if a death occurred on this
        day would be $88,803. This is the largest of the death benefit values.

                                       B-3


                                   APPENDIX C
  EXAMPLES OF GUARANTEED LIFETIME WITHDRAWAL BENEFIT RIDERS GENERALLY ISSUED ON
                              AND AFTER MAY 1, 2009
================================================================================

                                INCOME NOW OPTION

BASE ASSUMPTIONS: Assume an initial purchase payment of $100,000 choosing the
B-Share option and an issue age of 65.

This means:

    o   The Lifetime Benefit Basis is $100,000.
    o   The GALWA is $5,700 if a withdrawal is taken immediately (5.70% rate for
        withdrawals beginning at attained age 65 x $100,000).
    o   The Minimum Guaranteed Death Benefit provided by the rider is $100,000.
    o   All withdrawal figures shown indicate the total amount withdrawn from
        the Contract and, assume that no surrender charge applies. Any surrender
        charge will reduce the amount payable to the Owner.
    o   The death benefit adjustment calculations described here do not apply to
        death benefits that are not provided by the Guaranteed Lifetime
        Withdrawal Benefit rider chosen.

EXAMPLE 1 (ADDITIONAL PURCHASE PAYMENT DURING THE WINDOW PERIOD): Starting with
the Base Assumptions, the Owner makes an additional purchase payment of $50,000
within the window period.

    o   The Lifetime Benefit Basis is $150,000, which is the prior Lifetime
        Benefit Basis plus the additional purchase payment.
    o   The GALWA is $8,550, which is 5.70% of the new Lifetime Benefit Basis.
    o   The Minimum Guaranteed Death Benefit is $150,000, which is the prior
        death benefit plus the additional purchase payment.

EXAMPLE 2 (LIFETIME WITHDRAWALS BEGIN BEFORE THE FIRST ANNIVERSARY): Starting
with the Base Assumptions, the Owner withdraws the GALWA ($5,700 = $100,000 x
5.70%) before the first Contract Anniversary.

    o   The Lifetime Benefit Basis is $100,000; this does not change because the
        withdrawal does not exceed the $5,700 GALWA.
    o   The GALWA is $5,700; this does not change because the withdrawal does
        not exceed the $5,700 GALWA.
    o   Because the withdrawal is less than or equal to the GALWA, the
        adjustment to the death benefit is equal to the withdrawal amount, so
        the new Minimum Guaranteed Death Benefit is $94,300, which is the prior
        Minimum Guaranteed Death Benefit of $100,000 less the withdrawal
        of $5,700.

EXAMPLE 3 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE IS GREATER THAN THE
LIFETIME BENEFIT BASIS): Starting with the Base Assumptions, the Owner withdraws
$50,000 after the third Contract Anniversary (but before the fourth). Assume the
Contract Value is $150,000 at the time of the withdrawal, no prior withdrawals
have occurred and no prior step ups have occurred. The Minimum Guaranteed Death
Benefit is $100,000 at the time of the withdrawal.

    o   The Lifetime Benefit Basis is $109,000. It was increased by 3% of the
        initial Lifetime Benefit Basis ($3,000) on each of the first three
        Contract Anniversaries; for a total increase of $9,000 - assumes that
        the Lifetime Benefit Basis has not been stepped-up to a higher amount.
    o   The GALWA at this time, prior to the $50,000 withdrawal, is $6,540
        (6.00% rate for age 68 times the $109,000 Lifetime Benefit Basis).
    o   The new Lifetime Benefit Basis is $65,540, because the $50,000
        withdrawal exceeds the $6,540 GALWA. The Lifetime Benefit Basis adjusted
        by the greater of (1) or (+2) below:
            1.   The amount of the excess withdrawal: $43,460
                     o  The excess withdrawal is the total withdrawal amount of
                        $50,000 less the GALWA of $6,540 ($50,000 - $6,540
                        = $43,460).
            2.   A proportional adjustment of $33,020.63 for the amount of the
                 excess withdrawal calculated as follows:
                     o  The excess withdrawal amount of $43,460,
                     o  Divided by the Contract Value prior to the withdrawal
                        reduced by the GALWA ($150,000 - $6,540 = $143,460) and
                     o  Multiplied by the Lifetime Benefit Basis prior to the
                        withdrawal of $109,000.
                     o  For an adjustment of $43,460 / $143,460 x $109,000
                        = $33,020.63.
    o   The larger of these adjustments is $43,460, so the new Lifetime Benefit
        Basis is $65,540 ($109,000 - $43,560 = $65,540).
    o   The GALWA is $3,932.40 after the withdrawal, which is 6.00% (the rate
        for age 68) of the new Lifetime Benefit Basis.
    o   Because the withdrawal amount exceeds the GALWA, the Minimum Guaranteed
        Death Benefit will be adjusted as follows
            1.   The Minimum Guaranteed Death Benefit will be reduced by $50,000
                 for the withdrawal.
            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $43,460 ($50,000 - $6,540 = $43,460).
                     o  $43,460 / $150,000 x $100,000 - $43,460 = -$14,486.67.
    o   The new Minimum Guaranteed Death Benefit after all adjustments is
        $100,000 - $50,000 - (-$14,468.67) = $64,486.67.

                                       C-1


EXAMPLE 4 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE IS LESS THAN THE LIFETIME
BENEFIT BASIS): Starting with the Base Assumptions, withdraw $50,000 after the
third Contract Anniversary but before the fourth, with a Contract Value of
$80,000 at the time of the withdrawal (no prior withdrawals or step ups have
occurred). The Minimum Guaranteed Death Benefit is $100,000 at the time of the
withdrawal.

    o   The Lifetime Benefit Basis is $109,000. It was increased by 3% of the
        initial basis ($3,000) on each of the first three Contract
        Anniversaries, for a total increase of $9,000.
    o   The GALWA at this time (before the $50,000 withdrawal) is $6,540 (6.00%
        rate for age 68 times the $109,000 Lifetime Benefit Basis.
    o   The Lifetime Benefit Basis is adjusted to $44,514.02 because the
        withdrawal exceeds the $6,540 GALWA. The Lifetime Benefit Basis is
        adjusted by the greater of (1) or (2) below:
            1.   The amount of the excess withdrawal: $43,460.
                     o  The excess withdrawal is the total withdrawal amount of
                        $50,000 less the GALWA of $6,540 ($50,000 - $6,540
                        = $43,460).
            2.   A proportional adjustment of $33,020.63 for the amount of the
                 excess withdrawal calculated as follows:
                     o  The excess withdrawal amount of $43,460.
                     o  Divided by the Contract Value prior to the withdrawal
                        reduced by the GALWA ($80,000 - $6,540 = $73,460).
                     o  Multiplied by the Lifetime Benefit Basis prior to the
                        withdrawal of $109,000.
                     o  For an adjustment of $43,460 / $73,460 x $109,000
                        = $64,485.98.
    o   The larger of these adjustments is $64,485.98, so the new Lifetime
        Benefit Basis is $44,514.02 ($109,000 - $64,485.98 = $44,514.02).
    o   The GALWA is $2,670.84, which is 6.00% of the new Lifetime Benefit
        Basis.
    o   Because the withdrawal amount exceeds the GALWA, the Minimum Guaranteed
        Death Benefit will be adjusted as follows:
            1.   The Minimum Guaranteed Death Benefit will be reduced by $50,000
                 for the withdrawal.
            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $43,460 ($50,000 - $6,540 = $43,460).
                     o  $43,460 / $80,000 x $100,000 - $43,460 = $10,865.
    o   New Minimum Guaranteed Death Benefit after all adjustments $100,000 -
        $50,000 - $10,865 = $39,135.

EXAMPLE 5 (STEP UP THE LIFETIME BENEFIT BASIS BEFORE WITHDRAWALS HAVE STARTED):
Starting with the Base Assumptions, assume no withdrawals have been taken, no
prior step ups have occurred, and the Contract Value on the third Contract
Anniversary is $125,000.

    o   The existing Lifetime Benefit Basis is $109,000. It was increased by 3%
        of the initial basis ($3,000) on each of the first three Contract
        Anniversaries
    o   The Owner chooses to step up the Lifetime Benefit Basis to the Contract
        Value of $125,000.
    o   The GALWA after the step up is $7,500 (6.00% rate for age 68 times the
        $125,000 stepped-up Lifetime Benefit Basis).
            NOTE: Following your step-up election, you may pay a new current
            charge, up to the maximum charge for your rider, which may be
            higher.
    o   The Minimum Guaranteed Death Benefit remains $100,000 - it is not
        impacted by a step up.

EXAMPLE 6 (STEP UP THE LIFETIME BENEFIT BASIS AFTER WITHDRAWALS HAVE STARTED):
Starting with the Base Assumptions, assume the Owner began receiving the $5,700
GALWA beginning in the first Contract Year and no additional excess withdrawals
have been taken. Also assumes that no prior step ups have occurred. The Contract
Value on the third Contract Anniversary is $110,000.

    o   The Lifetime Benefit Basis before step up is $100,000. Because
        withdrawals began immediately, the Lifetime Benefit Basis did not
        increase due to the Simple Interest Benefit.
    o   The Owner chooses to step up the Lifetime Benefit Basis to the Contract
        Value of $110,000.
    o   The GALWA after the step up is $6,600 (6.00% rate for age 68 - Because a
        step up occurs, the withdrawal percentage is reestablished based on the
        current age at the time of the step up.).
            NOTE: Following your step-up election, you may pay a new current
            charge, up to the maximum charge for your rider, which may be
            higher.
    o   The Minimum Guaranteed Death Benefit would be $82,900, the initial
        $100,000 reduced for each of the $5,700 withdrawals previously taken.

EXAMPLE 7 (ANNIVERSARY WHERE CONTRACT VALUE IS LESS THAN LIFETIME BENEFIT
BASIS): Starting with the Base Assumptions, assume the Owner began receiving the
$5,700 GALWA beginning in the first Contract Year and no additional excess
withdrawals have been taken. Also assumes that no prior step ups have occurred.
The Contract Value on the third Contract Anniversary is $95,000.

    o   The Lifetime Benefit Basis is $100,000. Because withdrawals began
        immediately, the Lifetime Benefit Basis did not increase due to the
        Simple Interest Benefit.

                                       C-2


    o   The Owner cannot step up the Lifetime Benefit Basis because the current
        Contract Value is less than the current Benefit Basis.
    o   The GALWA remains at $5,700 (5.70% rate for age 65 - the time of the
        first withdrawal.
    o   Because no step up occurs, the withdrawal percentage does not change.
    o   The Minimum Guaranteed Death Benefit would be $82,900, the initial
        $100,000 reduced for each of the $5,700 withdrawals previously taken.

EXAMPLE 8 (EXCESS WITHDRAWAL AFTER LIFETIME WITHDRAWALS HAVE STARTED - FIRST
EXCESS WITHDRAWAL OF THE RIDER YEAR): Starting with the Base Assumptions, the
Owner begins making monthly withdraws of $475 immediately. After 10 withdrawals
have taken place, the Owner makes an additional $10,000 withdrawal. Assume the
Contract Value is $105,000 at the time of the withdrawal.

    o   The Lifetime Benefit Basis is before the additional withdrawal is
        $100,000. Because the prior withdrawals were not excess withdrawals, the
        Lifetime Benefit Basis has not changed.
    o   The GALWA at this time, prior to the $10,000 withdrawal, is $5,700.
        There has been a total of $4,750 withdrawn to this point this year (10
        withdrawals of $475). The remaining lifetime withdrawal for the Contract
        Year is $950 ($5,700 - $4,750 = $950).
    o   The excess withdrawal amount is $9,050 which is the $10,000 withdrawal
        amount less the $950 of lifetime withdrawal remaining for the year.
    o   The new Lifetime Benefit Basis is $90,950 because the $10,000 withdrawal
        exceeds the $950 remaining GALWA. The Lifetime Benefit Basis adjusted by
        the greater of (1) or (2) below:
            1.   The amount of the excess withdrawal: $9,050.
                     o  The excess withdrawal is the total withdrawal amount of
                        $10,000 less the remaining GALWA of $950 ($10,000 - $950
                        = $9,050).
            2.   A proportional adjustment of $8,697.74 for the amount of the
                 excess withdrawal calculated as follows:
                     o  The excess withdrawal amount of $9,050.
                     o  Divided by the Contract Value prior to the withdrawal
                        reduced by the remaining GALWA ($105,000 - $950
                        = $104,050).
                     o  Multiplied by the Lifetime Benefit Basis prior to the
                        withdrawal of $100,000.
                     o  For an adjustment of $9,050 / $104,050 x $100,000
                        = $8,697.74.
    o   The larger of these adjustments is $9,050, so the new Lifetime Benefit
        Basis is $90,950 ($100,000 - $9,050 = $90,950).
    o   The GALWA is $5,184.15 after the withdrawal, which is 5.70% (the rate
        for age 65) of the new Lifetime Benefit Basis. This amount will be
        available after the next rider anniversary.
    o   The Minimum Guaranteed Death Benefit before the withdrawal is $95,250.
        The initial $100,000 has been reduced a total of $4,750 for the 10 prior
        withdrawals.
    o   Because the withdrawal is an excess withdrawal, the Minimum Guaranteed
        Death Benefit will be adjusted as follows:
            1.   The Minimum Guaranteed Death Benefit will be reduced by $10,000
                 for the withdrawal.
            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $9,050 ($10,000 - $950 = $9,050).
                     o  $9,050 / $105,000 x $95,250 - $9,050 = -$840.36.
    o   The new Minimum Guaranteed Death Benefit after all adjustments is
        $95,250 - $10,000 - (-$840.36) = $86,090.36.

EXAMPLE 9 (EXCESS WITHDRAWAL AFTER LIFETIME WITHDRAWALS HAVE STARTED WHEN THERE
WAS A PRIOR EXCESS WITHDRAWAL DURING THE RIDER YEAR): Starting with Example 8,
the Owner chooses to take an additional $25,000 withdrawal before the next rider
anniversary. Assume the Contract Value is $80,000 at the time of the withdrawal.

    o   The Lifetime Benefit Basis before the withdrawal is $90,950 as adjusted
        for the previous excess withdrawal.
    o   The GALWA at this time, prior to this withdrawal, is $5,184.15. However,
        because there has already been an excess withdrawal, the remaining
        lifetime withdrawal for this rider year is zero.
    o   Because the remaining lifetime withdrawal for this rider year is zero,
        the entire withdrawal is an excess withdrawal.
    o   The new Lifetime Benefit Basis is $62,528.12 because the $25,000 is an
        excess withdrawal, Lifetime Benefit Basis adjusted by the greater of (1)
        or (2) below:
            1.   The amount of the excess withdrawal: $25,000.
            2.   A proportional adjustment of $28,421.88 for the amount of the
                 excess withdrawal calculated as follows:
                     o  The excess withdrawal amount of $25,000.
                     o  Divided by the Contract Value prior to the withdrawal
                        reduced by the remaining GALWA ($80,000 - $0
                        = $80,000).
                     o  Multiplied by the Lifetime Benefit Basis prior to the
                        withdrawal of $90,950.
                     o  For an adjustment of $25,000 / $80,000 x $90,950 =
                        $28,421.88.
    o   The larger of these adjustments is $28,421.88, so the new Lifetime
        Benefit Basis is $62,528.12 ($90,950 - $28,421.88 = $62,528.12).

                                       C-3


    o   The GALWA is $3,564.10, which is 5.70% of the new Lifetime Benefit
        Basis. This amount will be available after the next rider anniversary.
    o   The Minimum Guaranteed Death Benefit before the withdrawal is
        $86,090.36, as adjusted for the previous withdrawals.
    o   Because the withdrawal is an excess withdrawal, the Minimum Guaranteed
        Death Benefit will be adjusted as follows:
            1.   The Minimum Guaranteed Death Benefit will be reduced by $25,000
                 for the withdrawal.
            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $25,000.
                     o  $25,000 / $80,000 x $86,090.36 - $25,000 = $1,903.24.
    o   The new Minimum Guaranteed Death Benefit after all adjustments is
        $86,090.36 - $25,000 - $1,903.24 = $59,187.12.

                               INCOME LATER OPTION

BASE ASSUMPTIONS: Assume an initial purchase payment of $100,000 choosing the
B-Share option and an issue age of 68.

This means:

    o   The Lifetime Benefit Basis is $100,000.
    o   The GALWA is $5,000 if a withdrawal is taken immediately (5.00% rate for
        withdrawals beginning at attained age 68 x $100,000).
    o   The Minimum Guaranteed Death Benefit provided by the rider is $100,000.
    o   All withdrawal figures shown indicate the total amount withdrawn from
        the Contract and, assume that no surrender charge applies. Any surrender
        charge will reduce the amount payable to the Owner.
    o   The death benefit adjustment calculations described here do not apply to
        death benefits that are not provided by the Guaranteed Lifetime
        Withdrawal Benefit rider chosen.

EXAMPLE 1 (ADDITIONAL PURCHASE PAYMENT DURING THE WINDOW PERIOD): Starting with
the Base Assumptions, the Owner makes an additional purchase payment of $50,000
within the window period.

    o   The Lifetime Benefit Basis is $150,000, which is the prior Lifetime
        Benefit Basis plus the additional purchase payment.
    o   The GALWA is $7,500, which is 5.00% of the new Lifetime Benefit Basis.
    o   The Minimum Guaranteed Death Benefit is $150,000, which is the prior
        Minimum Guaranteed Death Benefit plus the additional purchase payment.

EXAMPLE 2 (LIFETIME WITHDRAWALS BEGIN BEFORE THE FIRST ANNIVERSARY): Starting
with the Base Assumptions, the Owner withdraws the GALWA ($5,000 = $100,000 x
5.00%) before the first Contract Anniversary.

    o   The Lifetime Benefit Basis is $100,000; this does not change because the
        withdrawal does not exceed the $5,000 GALWA.
    o   The GALWA is $5,000; this does not change because the withdrawal does
        not exceed the $5,000 GALWA.
    o   Because the withdrawal is less than or equal to the GALWA, the
        adjustment to the Minimum Guaranteed Death Benefit is equal to the
        withdrawal amount, so the new Minimum Guaranteed Death Benefit is
        $95,000, which is the prior Minimum Guaranteed Death Benefit of $100,000
        less the withdrawal of $5,000.

EXAMPLE 3 (A ONE-TIME NON-LIFETIME WITHDRAWAL THEN BEGIN LIFETIME WITHDRAWALS AT
A LATER DATE): Starting with the Base Assumptions, the Owner withdraws the
$5,000 before the first Contract Anniversary. No additional withdrawals are made
until the Owner begins taking lifetime withdrawals after the fifth Contract
Anniversary but before the sixth.

    o   Because the $5,000 withdrawal in the first year does not exceed the
        $5,000, GALWA it is not an excess withdrawal, and;
            o    The Lifetime Benefit Basis remains $100,000.
            o    The GALWA remains $5,000.
            o    Because the withdrawal is less than or equal to the GALWA, the
                 adjustment to the Minimum Guaranteed Death Benefit is equal to
                 the withdrawal amount, so the new Minimum Guaranteed Death
                 Benefit is $95,000, which is the prior Minimum Guaranteed Death
                 Benefit of $100,000 less the withdrawal of $5,000.
    o   On the fifth anniversary the Lifetime Benefit Basis is $132,000. Because
        there was a Non-lifetime Withdrawal in the first Contract Year, the
        Benefit Basis does not increase because of the Simple Interest Benefit.
        Additionally, because the Owner has not taken any withdrawals Because
        the initial withdrawal, the Simple Interest Benefit commences with the
        second rider anniversary and the Lifetime Benefit Basis is increased by
        8% of the initial Lifetime Benefit Basis for each of the rider
        anniversaries until the first lifetime withdrawal. In this case, four
        anniversaries ($8,000 x 4 = $32,000) - Assuming that no prior step ups
        have occurred to increase the Lifetime Benefit Basis.
    o   The GALWA is $7,260 which is 5.50% (the rate for age 73) multiplied by
        the new Lifetime Benefit Basis of $132,000.
    o   The Owner takes a lifetime withdrawal of $7,260.
    o   Because the $7,260 withdrawal does not exceed the GALWA, it is not an
        excess withdrawal, and;
            o    The Lifetime Benefit Basis remains $132,000.
            o    The GALWA remains $7,260.

                                       C-4


            o    Because the withdrawal is less than or equal to the GALWA, the
                 adjustment to the Minimum Guaranteed Death Benefit is equal to
                 the withdrawal amount, so the new Minimum Guaranteed Death
                 Benefit is $87,740, which is the prior Minimum Guaranteed Death
                 Benefit of $95,000 less the withdrawal of $7,260.

EXAMPLE 4 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE IS GREATER THAN THE
LIFETIME BENEFIT BASIS): Starting with the Base Assumptions, the Owner withdraws
$50,000 after the third Contract Anniversary (but before the fourth). Assume the
Contract Value is $150,000 at the time of the withdrawal, no prior withdrawals
have occurred and no prior step ups have occurred. The Minimum Guaranteed Death
Benefit is $100,000 at the time of the withdrawal.

    o   The Lifetime Benefit Basis is $124,000. It was increased by 8% of the
        initial Lifetime Benefit Basis ($8,000) on each of the first three
        Contract Anniversaries; for a total increase of $24,000 - assumes that
        the Lifetime Benefit Basis has not been stepped-up to a higher amount.
    o   The GALWA at this time, prior to the $50,000 withdrawal, is $6,820
        (5.50% rate for age 71 times the $124,000 Lifetime Benefit Basis).
    o   The Lifetime Benefit Basis is adjusted to $80,820 because the $50,000
        withdrawal exceeds the $6,820 GALWA. The Lifetime Benefit Basis is
        adjusted by the greater of (1) or (2) below:
            1.   The amount of the excess withdrawal: $43,180.
                     o  The excess withdrawal is the total withdrawal amount of
                        $50,000 less the GALWA of $6,820 ($50,000 - $6,820
                        = $43,180).
            2.   A proportional adjustment of $37,395.73 for the amount of the
                 excess withdrawal calculated as follows:
                     o  The excess withdrawal amount of $43,180.
                     o  Divided by the Contract Value prior to the withdrawal
                        reduced by the GALWA ($150,000 - $6,820 = $143,180).
                     o  Multiplied by the Lifetime Benefit Basis prior to the
                        withdrawal of $124,000.
                     o  For an adjustment of $43,180 / $143,180 x $124,000 =
                        $37,395.73.
    o   The larger of these adjustments is $43,180, so the new Lifetime Benefit
        Basis is $80,820 ($124,000 - $43,180 = $80,820).
    o   The GALWA is $4,445.10 after the withdrawal, which is 5.50% (the rate
        for age 71) of the new Lifetime Benefit Basis.
    o   Because the withdrawal amount exceeds the GALWA, the Minimum Guaranteed
        Death Benefit will be adjusted as follows:
            1.   The Minimum Guaranteed Death Benefit will be reduced by $50,000
                 for the withdrawal.


            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $43,180 ($50,000 - $6,820 = $43,180).


                     o  $43,180 / $150,000 x $100,000 - $43,180 = -$14,393.33.
    o   The new Minimum Guaranteed Death Benefit after all adjustments is
        $100,000 - $50,000 - (-$14,393.33) = $64,393.33.

EXAMPLE 5 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE IS LESS THAN THE LIFETIME
BENEFIT BASIS): Starting with the Base Assumptions, withdraw $50,000 after the
third Contract Anniversary but before the fourth, with a Contract Value of
$80,000 at the time of the withdrawal (no prior withdrawals or step ups have
occurred). The Minimum Guaranteed Death Benefit is $100,000 at the time of the
withdrawal.

    o   The Lifetime Benefit Basis is $124,000. It was increased by 8% of the
        initial basis ($8,000) on each of the first three Contract
        Anniversaries, for a total increase of $24,000.
    o   The GALWA at this time (before the $50,000 withdrawal) is $6,820 (5.50%
        rate for age 71 times the $124,000 Lifetime Benefit Basis.
    o   The Lifetime Benefit Basis is adjusted to $50,833.56 because the
        withdrawal exceeds the $6,820 GALWA. The Lifetime Benefit Basis is
        adjusted by the greater of (1) or (2) below:
            1.   The amount of the excess withdrawal: $43,180.
                     o  The excess withdrawal is the total withdrawal amount of
                        $50,000 less the GALWA of $6,820 ($50,000 - $6,820
                        = $43,180).
            2.   A proportional adjustment of $37,395.73 for the amount of the
                 excess withdrawal calculated as follows:
                     o  The excess withdrawal amount of $43,180.
                     o  Divided by the Contract Value prior to the withdrawal
                        reduced by the GALWA ($80,000 - $6,820 = $73,180).
                     o  Multiplied by the Lifetime Benefit Basis prior to the
                        withdrawal of $124,000.
                     o  For an adjustment of $43,180 / $73,180 x $124,000 =
                        $73,166.44.
    o   The larger of these adjustments is $73,166.44, so the new Lifetime
        Benefit Basis is $50,833.56 ($124,000 - $73,166.44 = $50,833.56).
    o   The GALWA is $2,795.85, which is 5.50% of the new Lifetime Benefit
        Basis.
    o   Because the withdrawal amount exceeds the GALWA, the Minimum Guaranteed
        Death Benefit will be adjusted as follows:
            1.   The Minimum Guaranteed Death Benefit will be reduced by $50,000
                 for the withdrawal.
            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $43,180 ($50,000 - $6,820 = $43,180).
                     o  $43,180 / $80,000 x $100,000 - $43,180 = $10,795.

                                       C-5


    o   New Minimum Guaranteed Death Benefit after all adjustments $100,000 -
        $50,000 - $10,795 = $39,205.

EXAMPLE 6 (STEP UP THE LIFETIME BENEFIT BASIS BEFORE WITHDRAWALS HAVE STARTED):
Starting with the Base Assumptions, assume no withdrawals have been taken, no
prior step ups have occurred, and the Contract Value on the third Contract
Anniversary is $145,000.

    o   The existing Lifetime Benefit Basis is $124,000. It was increased by 8%
        of the initial basis ($8,000) on each of the first three Contract
        Anniversaries.
    o   The Owner chooses to step up the Lifetime Benefit Basis to the Contract
        Value of $145,000.
    o   The GALWA after the step up is $7,975 (5.50% rate for age 71 times the
        $145,000 stepped-up Lifetime Benefit Basis).
            NOTE: Following your step-up election, you may pay a new current
            charge, up to the maximum charge for your rider, which may be
            higher.
    o   The Minimum Guaranteed Death Benefit remains $100,000 - it is not
        impacted by a step up.

EXAMPLE 7 (STEP UP THE LIFETIME BENEFIT BASIS AFTER WITHDRAWALS HAVE STARTED):
Starting with the Base Assumptions, assume the Owner began receiving the $5,000
GALWA beginning in the first Contract Year and no additional excess withdrawals
have been taken. Also assumes that no prior step ups have occurred. The Contract
Value on the third Contract Anniversary is $110,000.

    o   The Lifetime Benefit Basis before step up is $100,000. Because
        withdrawals began immediately, the Lifetime Benefit Basis did not
        increase due to the Simple Interest Benefit.
    o   The Owner chooses to step up the Lifetime Benefit Basis to the Contract
        Value of $110,000.
    o   The GALWA after the step up is $5,500 (5.00% rate for age 68 - the
        withdrawal percentage is locked in based on the age at the time of the
        first lifetime withdrawal).
            NOTE: Following your step-up election, you may pay a new current
            charge, up to the maximum charge for your rider, which may be
            higher.
    o   The Minimum Guaranteed Death Benefit would be $85,000, the initial
        $100,000 reduced for each of the $5,000 withdrawals previously taken.

EXAMPLE 8 (ANNIVERSARY WHERE CONTRACT VALUE IS LESS THAN LIFETIME BENEFIT
BASIS): Starting with the Base Assumptions, assume the Owner began receiving the
$5,000 GALWA beginning in the first Contract Year and no additional excess
withdrawals have been taken. Also assumes that no prior step ups have occurred.
The Contract Value on the third Contract Anniversary is $95,000.

    o   The Lifetime Benefit Basis is $100,000. Because withdrawals began
        immediately, the Lifetime Benefit Basis did not increase due to the
        Simple Interest Benefit.
    o   The Owner cannot step up the Lifetime Benefit Basis because the current
        Contract Value is less than the current Benefit Basis.
    o   The GALWA remains at $5,000 (5.00% rate for age 68 - the time of the
        first withdrawal).
    o   Because no step up occurs, the GALWA does not change.
    o   The Minimum Guaranteed Death Benefit would be $85,000, the initial
        $100,000 reduced for each of the $5,000 withdrawals previously taken.

EXAMPLE 9 (EXCESS WITHDRAWAL AFTER LIFETIME WITHDRAWALS HAVE STARTED - FIRST
EXCESS WITHDRAWAL OF THE RIDER YEAR): Starting with the Base Assumptions, the
Owner begins making monthly withdraws of $416.67 immediately. After 10
withdrawals have taken place, the Owner makes an additional $10,000 withdrawal.
Assume the Contract Value is $105,000 at the time of the withdrawal.

    o    The Lifetime Benefit Basis is before the additional withdrawal is
         $100,000. Because the prior withdrawals were not excess withdrawals,
         the Lifetime Benefit Basis has not changed.
    o    The GALWA at this time, prior to the $10,000 withdrawal, is $5,000.
         There has been a total of $4,166.70 withdrawn to this point this year
         (10 withdrawals of $416.67). The remaining lifetime withdrawal for the
         contract year is $833.30 ($5,000 - $4,166.70 = $833.30).
    o    The excess withdrawal amount is $9,166.70 which is the $10,000
         withdrawal amount less the $833.30 of lifetime withdrawal remaining for
         the year.
    o    The new Lifetime Benefit Basis is $90,833.70 because the $10,000
         withdrawal exceeds the $833.30 remaining GALWA. The Lifetime Benefit
         Basis adjusted by the greater of (1) or (2) below:
            1.   The amount of the excess withdrawal: $9,166.70
                     o  The excess withdrawal is the total withdrawal amount of
                        $10,000 less the remaining GALWA of $833.30 ($10,000 -
                        $833.30 = $9,166.70)
            2.   A proportional adjustment of $8,800.03 for the amount of the
                 excess withdrawal calculated as follows:
                     o  The excess withdrawal amount of $9,166.70.
                     o  Divided by the Contract Value prior to the withdrawal
                        reduced by the remaining GALWA ($105,000 - $833.30
                        = $104,166.70).
                     o  Multiplied by the Lifetime Benefit Basis prior to the
                        withdrawal of $100,000.
                     o  For an adjustment of $9,166.70 / $104,166.70 x $100,000
                        = $8,800.03.

                                       C-6


    o   The larger of these adjustments is $9,166.70, so the new Lifetime
        Benefit Basis is $90,833.30 ($100,000 - $9,166.70 = $90,833.30).
    o   The GALWA is $4,541.67 after the withdrawal, which is 5.00% (the rate
        for age 68) of the new Lifetime Benefit Basis. This amount will be
        available after the next rider anniversary.
    o   The Minimum Guaranteed Death Benefit before the withdrawal is
        $95,833.30. The initial $100,000 has been reduced a total of $4,166.70
        for the 10 prior withdrawals.
    o   Because the withdrawal is an excess withdrawal, the Minimum Guaranteed
        Death Benefit will be adjusted as follows:
            1.   The Minimum Guaranteed Death Benefit will be reduced by $10,000
                 for the withdrawal.
            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $9,166.70 ($10,000 - $833.30 = $9,166.70).
                     o  $9,166.70 / $105,000 x $95,833.30 - $9,166.70 = -$820.27
    o   The new Minimum Guaranteed Death Benefit after all adjustments
        $95,833.30 - $10,000 - (-$820.27) = $86,633.57.

EXAMPLE 10 (EXCESS WITHDRAWAL AFTER LIFETIME WITHDRAWALS HAVE STARTED WHEN THERE
WAS A PRIOR EXCESS WITHDRAWAL DURING THE RIDER YEAR): Starting with Example 9,
the Owner chooses to take an additional $25,000 withdrawal before the next rider
anniversary. Assume the Contract Value is $80,000 at the time of the withdrawal.

    o   The Lifetime Benefit Basis before the withdrawal is $90,833.30 as
        adjusted for the previous excess withdrawal.
    o   The GALWA at this time, prior to this withdrawal, is $4,541.67. However,
        because there has already been an excess withdrawal, the remaining
        lifetime withdrawal for this rider year is zero.
    o   Because the remaining lifetime withdrawal for this rider year is zero,
        the entire withdrawal is an excess withdrawal.
    o   The new Lifetime Benefit Basis is $62,447.89 because the $25,000 is an
        excess withdrawal, the Lifetime Benefit Basis adjusted by the greater of
        (1) or (2) below:
            1.   The amount of the excess withdrawal: $25,000
            2.   A proportional adjustment of $28,385.41 for the amount of
                 the excess withdrawal calculated as follows:
                     o  The excess withdrawal amount of $25,000.
                     o  Divided by the contract value prior to the withdrawal
                        reduced by the remaining GALWA ($80,000 - $0 = $80,000).
                     o  Multiplied by the Lifetime Benefit Basis prior to the
                        withdrawal of $90,833.30.
                     o  For an adjustment of $25,000 / $80,000 x $90,833.30 =
                        $28,385.41.
    o   The larger of these adjustments is $28,385.41, so the new Lifetime
        Benefit Basis is $62,447.89 ($90,833.30 - $28,385.41 = $62,447.89).
    o   The GALWA is $3,122.39, which is 5.00% of the new Lifetime Benefit
        Basis. This amount will be available after the next rider anniversary.
    o   The Minimum Guaranteed Death Benefit before the withdrawal is
        $86,633.57, as adjusted for the previous withdrawals.
    o   Because the withdrawal is an excess withdrawal, the death benefit will
        be adjusted as follows:
            1.   The Minimum Guaranteed Death Benefit will be reduced by $25,000
                 for the withdrawal.
            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $25,000.
                     o  $25,000 / $80,000 x $86,633.57 - $25,000 = $2,072.99.
    o   The new Minimum Guaranteed Death Benefit after all adjustments
        $86,633.57 - $25,000 - $2,072.99 = $59,560.58.

 CONVERSION FROM A PRINCIPAL PROTECTOR (GUARANTEED MINIMUM ACCUMULATION BENEFIT)
        TO AN INCOME PROTECTOR (GUARANTEED LIFETIME WITHDRAWAL
                     BENEFIT) - INCOME NOW OPTION

EXAMPLE 1 (CONVERSION WHEN NO PRIOR WITHDRAWALS HAVE OCCURRED - CONTRACT VALUE
IS GREATER THEN THE GUARANTEED MINIMUM ACCUMULATION BENEFIT BASIS AT TIME OF
CONVERSION): A Contract Owner purchases a contract with a Guaranteed Minimum
Accumulation Benefit rider at age 60. At age 65, the Owner decides to convert to
an Income Now Guaranteed Lifetime Withdrawal Benefit rider. The initial premium
on the Contract is $100,000, no withdrawals have occurred and no additional
deposits have been made. The Contract Value is $125,000 and the Guaranteed
Minimum Accumulation Benefit Basis is $100,000 at the time of the conversion.
Upon conversion:

    o   The Lifetime Benefit Basis is $125,000 (the greater of the Guaranteed
        Minimum Accumulation Benefit Basis and the Contract Value).
    o   The GALWA is $7,125 (5.70% - the withdrawal percentage for age 65
        multiplied by the Lifetime Benefit Basis). This amount is available
        immediately.

If the Owner waits at least five years (but less than six) after conversion
before taking the first withdrawal, the Contract Value is $130,000 at the time
of the first withdrawal, and no step ups have occurred:

    o   The Lifetime Benefit Basis is $143,750 (it was increased by $3,750 - 3%
        of $125,000 each year).
    o   The GALWA is $8,912.50 (6.20% - the withdrawal percentage for age 70
        multiplied by the Lifetime Benefit Basis).
    o   The Owner withdraws $8,912.50, and the GALWA will remain $8,912.50
        unless the Owner steps up the Benefit Basis.

                                       C-7


EXAMPLE 2 (CONVERSION WHEN NO PRIOR WITHDRAWALS HAVE OCCURRED - CONTRACT VALUE
IS LESS THEN THE GUARANTEED MINIMUM ACCUMULATION BENEFIT BASIS AT TIME OF
CONVERSION): A Contract Owner purchases a Contract with a Guaranteed Minimum
Accumulation Benefit rider at age 60. At age 65, the Owner decides to convert to
an Income Now Guaranteed Lifetime Withdrawal Benefit rider. The initial premium
on the Contract is $100,000, no withdrawals have occurred and no additional
deposits have been made. The Contract Value is $85,000 at the time of the
conversion and the Guaranteed Minimum Accumulation Benefit Basis is $100,000.
Upon conversion:

    o   The Lifetime Benefit Basis is $100,000 (the greater of the Guaranteed
        Minimum Accumulation Benefit Basis and the Contract Value).
    o   The GALWA is $5,700 (5.70% - the withdrawal percentage for age 65
        multiplied by the Lifetime Benefit Basis). This amount is available
        immediately.

If the Owner waits at least five years (but less than six) after conversion
before taking the first withdrawal, the Contract Value is $130,000 at the time
of the first withdrawal, and no step ups have occurred:

    o   The Lifetime Benefit Basis is $115,000 (it was increased by $3,000 - 3%
        of $100,000 each rider year).
    o   The GALWA is $7,130 (6.20% - the withdrawal percentage for age 70
        multiplied by the Lifetime Benefit Basis).
    o   The Owner withdraws $7,130, and the GALWA will remain $7,130 unless the
        Owner steps up the Benefit Basis.

EXAMPLE 3 (CONVERSION WHEN WITHDRAWALS HAVE OCCURRED): A contract owner
purchases a contract with a Guaranteed Minimum Accumulation Benefit rider at age
60. At age 65, the Owner decides to convert to an Income Now Guaranteed Lifetime
Withdrawal Benefit rider. The initial premium on the Contract is $100,000 and no
additional deposits have been made. The Contract Owner previously withdrew
$50,000. The Contract Value is $75,000 at the time of the conversion and the
Guaranteed Minimum Accumulation Benefit Basis is $50,000 - as adjusted for the
prior withdrawal. Upon conversion:

    o   The Lifetime Benefit Basis is $75,000 (the greater of the Guaranteed
        Minimum Accumulation Benefit Basis and the Contract Value).
    o   The GALWA is $4,275 (5.70% - the withdrawal percentage for age 65
        multiplied by the Lifetime Benefit Basis). This amount is available
        immediately.

If the Owner waits at least five years (but less than six) after conversion
before taking the first withdrawal, the Contract Value is $80,000 at the time of
the first withdrawal, and no step ups have occurred:

    o   The Lifetime Benefit Basis is $86,250 (it was increased by $2,250 - 3%
        of $75,000 each year).
    o   The GALWA is $5,347.50 (6.20% - the withdrawal percentage for age 70
        multiplied by the Lifetime Benefit Basis).
    o   The Owner withdraws $5,347.50, and the GALWA will remain $5,347.50
        unless the Owner steps up the Benefit Basis.

 CONVERSION FROM A PRINCIPAL PROTECTOR (GUARANTEED MINIMUM ACCUMULATION BENEFIT)
                       TO AN INCOME PROTECTOR (GUARANTEED
               LIFETIME WITHDRAWAL BENEFIT) - INCOME LATER OPTION

EXAMPLE 1 (CONVERSION WHEN NO PRIOR WITHDRAWALS HAVE OCCURRED - CONTRACT VALUE
IS GREATER THEN THE GUARANTEED MINIMUM ACCUMULATION BENEFIT BASIS AT TIME OF
CONVERSION): A Contract Owner purchases a Contract with a Guaranteed Minimum
Accumulation Benefit rider at age 60. At age 65, the Owner decides to convert to
an Income Later Guaranteed Lifetime Withdrawal Benefit rider. The initial
premium on the Contract is $100,000, no withdrawals have occurred and no
additional deposits have been made. The Contract Value is $125,000 at the time
of the conversion and the Guaranteed Minimum Accumulation Benefit Basis is
$100,000. Upon conversion:

    o   The Lifetime Benefit Basis is $125,000 (the greater of the Guaranteed
        Minimum Accumulation Benefit Basis and the contract value).
    o   The GALWA is $6,250 (5.00% - the withdrawal percentage for age 65
        multiplied by the Lifetime Benefit Basis). This amount is available
        immediately.

If the Owner waits at least five years (but less than six) after conversion
before taking the first withdrawal, the Contract Value is $130,000 at the time
of the first withdrawal, and no step ups have occurred:

    o   The Lifetime Benefit Basis is $175,000 (it was increased by $10,000 - 8%
        of $125,000 each year).
    o   The GALWA is $9,625 (5.50% - the withdrawal percentage for age 70
        multiplied by the Lifetime Benefit Basis).
    o   The Owner withdraws $9,625, and the GALWA will remain $9,625 unless the
        Owner steps up the Benefit Basis.

EXAMPLE 2 (CONVERSION WHEN NO PRIOR WITHDRAWALS HAVE OCCURRED - CONTRACT VALUE
IS LESS THEN THE GMAB BASIS AT TIME OF CONVERSION): A Contract Owner purchases a
Contract with a Guaranteed Minimum Accumulation Benefit rider at age 60. At age
65, the Owner decides to convert to an Income Later Guaranteed Lifetime
Withdrawal Benefit rider. The initial premium on the Contract is $100,000, no
withdrawals have occurred and no additional deposits have been made. The
Contract Value is $85,000 at the time of the conversion and the Guaranteed
Minimum Accumulation Benefit Basis is $100,000. Upon conversion:

                                       C-8


    o   The Lifetime Benefit Basis is $100,000 (the greater of the Guaranteed
        Minimum Accumulation Benefit Basis and the Contract Value).
    o   The GALWA is $5,000 (5.00% - the withdrawal percentage for age 65
        multiplied by the Lifetime Benefit Basis). This amount is available
        immediately.

If the Owner waits at least five years (but less than six) after conversion
before taking the first withdrawal, the Contract Value is $130,000 at the time
of the first withdrawal, and no step ups have occurred:

    o   The Lifetime Benefit Basis is $140,000 (it was increased by $8,000 - 8%
        of $100,000 each year).
    o   The GALWA is $7,700 (5.50% - the withdrawal percentage for age 70
        multiplied by the Lifetime Benefit Basis).
    o   The Owner withdraws $7,700, and the GALWA will remain $7,700 unless the
        Owner steps up the Benefit Basis.

EXAMPLE 3 (CONVERSION WHEN WITHDRAWALS HAVE OCCURRED): A Contract Owner
purchases a Contract with a Guaranteed Minimum Accumulation Benefit rider at age
60. At age 65, the Owner decides to convert to an Income Later Guaranteed
Lifetime Withdrawal Benefit rider. The initial premium on the Contract is
$100,000 and no additional deposits have been made. The Contract Owner
previously withdrew $50,000. The Contract Value is $75,000 at the time of the
conversion and the Guaranteed Minimum Accumulation Benefit Basis is $50,000 - as
adjusted for the prior withdrawal. Upon conversion:

    o   The Lifetime Benefit Basis is $75,000 (the greater of the Guaranteed
        Minimum Accumulation Benefit Basis and the Contract Value).
    o   The GALWA is $3,750 (5.00% - the withdrawal percentage for age 65
        multiplied by the Lifetime Benefit Basis). This amount is available
        immediately.

If the Owner waits at least five years (but less than six) after conversion
before taking the first withdrawal, the Contract Value is $90,000 at the time of
the first withdrawal, and no step ups have occurred:

    o   The Lifetime Benefit Basis is $105,000 (it was increased by $6,000 - 8%
        of $75,000 each year).
    o   The GALWA is $5,775 (5.50% - the withdrawal percentage for age 70
        multiplied by the Lifetime Benefit Basis).
    o   The Owner withdraws $5,775, and the GALWA will remain $5,775 unless the
        Owner steps up the Benefit Basis.

                                       C-9


                                   APPENDIX D
      EXAMPLES OF GUARANTEED MINIMUM ACCUMULATION BENEFIT RIDERS GENERALLY
                      ISSUED ON AND AFTER NOVEMBER 24, 2008
================================================================================

                             10-YEAR BENEFIT PERIOD

BASE ASSUMPTIONS: Assume an initial purchase payment of $100,000 electing the
B-Share Option and an issue age of 65. This means the Benefit Basis is $100,000.
All withdrawal figures shown indicate the total amount withdrawn from the
Contract, and assume that no surrender charges apply. Any surrender charge will
further reduce the Contract Value and result in additional adjustments to the
Benefit Basis unless the Owner chooses to have those charges deducted from the
amount received.

EXAMPLE 1 (ADDITIONAL PURCHASE PAYMENT WITHIN THE WINDOW PERIOD): The Owner
makes an additional purchase payment of $50,000 within the window period. The
Benefit Basis is $150,000, which is the prior Benefit Basis plus the additional
purchase payment.

EXAMPLE 2 (WITHDRAWAL WHEN THE CONTRACT VALUE IS GREATER THAN THE BENEFIT
BASIS): Starting with the Base Assumptions, the Owner withdraws $50,000, with
Contract Value of $150,000 at the time of the withdrawal (no prior withdrawals
have occurred).

    o   The adjustment to the Benefit Basis is $50,000 which is the greater of:
    o   The withdrawal of $50,000; or
    o   The proportion of the Benefit Basis withdrawn of $33,333.33. This is
        calculated as (1) divided by (2) with the result multiplied by (3):
            1.   partial withdrawal amount: $50,000;
            2.   Contract Value immediately prior to the withdrawal: $150,000;
            3.   the Benefit Basis immediately prior to the withdrawal:
                 $100,000.
    o   So, the proportion of the Benefit Basis withdrawn:
        ($50,000/$150,000) x $100,000 = $33,333.33.
    o   Therefore, the Benefit Basis is adjusted to $50,000 ($100,000 prior
        basis less $50,000 adjustment calculated above).

EXAMPLE 3 (WITHDRAWAL WHEN THE CONTRACT VALUE IS LESS THAN THE BENEFIT BASIS):
Starting with the Base Assumptions, the Owner withdraws $50,000 with Contract
Value of $80,000 at the time of the withdrawal (no prior withdrawals have
occurred).

    o   The adjustment to the Benefit Basis is $62,500 which is the greater of:
    o   The prior Benefit Basis less the withdrawal of $50,000; or
    o   The proportion of the Benefit Basis withdrawn of $62,500. This is
        calculated as (1) divided by (2) with the result multiplied by (3):
            1.   partial withdrawal amount: $50,000;
            2.   Contract Value immediately prior to the withdrawal: $80,000;
            3.   the Benefit Basis immediately prior to the withdrawal:
                 $100,000.
    o   So, the proportion of the Benefit Basis withdrawn:
        ($50,000/$80,000) x $100,000 = $62,500.
    o   Therefore, the Benefit Basis is adjusted to $37,500 ($100,000 prior
        basis less $62,500 adjustment calculated above).

EXAMPLE 4 (STEP UP THE BENEFIT BASIS): Starting with the Base Assumptions, on
the 4th rider anniversary the Contract Value is $135,000.

    o   The existing Benefit Basis is $100,000.
    o   The Owner chooses to step up the Benefit Basis to the Contract Value of
        $135,000.
    o   The new Benefit Basis is $135,000 and the Contract Value will be
        guaranteed to be at least $135,000 on the 14th Contract Anniversary (10
        years from the step up date).

    NOTE: If the Owner chooses to step up the Benefit Basis a new seven year
    Minimum Charge Period will begin starting on the date of the step up.

    NOTE: Following your step-up election, you may pay a new current charge, up
    to the maximum charge for your rider, which may be higher.

EXAMPLE 5 (GUARANTEED MINIMUM ACCUMULATION BENEFIT MATURITY WHEN CONTACT VALUE
IS LESS THAN THE BENEFIT BASIS - 10-YEAR PERIOD): Starting with the Base
Assumptions, on the 10th rider anniversary the Contract Value is $75,000.
Assuming that the Benefit Basis has never been stepped up and no withdrawals
have been taken.

    o   The existing Benefit Basis is $100,000.
    o   We will add $25,000 to the Contract to bring the total Contract Value
        equal to the Benefit Basis of $100,000.
    o   The Guaranteed Minimum Accumulation Benefit then terminates with no
        additional value and all charges for the benefit cease.

                                       D-1


EXAMPLE 6 (GUARANTEED MINIMUM ACCUMULATION BENEFIT MATURITY WHEN CONTACT VALUE
IS GREATER THAN THE BENEFIT BASIS, AND THE OWNER ELECTS TO RECEIVE A REFUND OF
THE CHARGES - 10-YEAR PERIOD): Starting with the Base Assumptions, on the 10th
rider anniversary the Contract Value is $105,000. Assuming that the Benefit
Basis has never been stepped up and no withdrawals have been taken.

    o   The existing Benefit Basis is $100,000.
    o   We will add an amount equal to the total charges collected for the
        current 10-year benefit period to the Contract Value.
    o   This will add $8,000 to the Contract - the $100,000 Benefit Basis times
        an 0.80% annual charge for the 10-year benefit period.
    o   So the Contract Value will be $113,000 after the refund of charges.
    o   The Guaranteed Minimum Accumulation Benefit then terminates with no
        additional value and all charges for the benefit cease.

EXAMPLE 7 (GUARANTEED MINIMUM ACCUMULATION BENEFIT MATURITY WHEN CONTACT VALUE
IS GREATER THAN THE BENEFIT BASIS, AND THE OWNER ELECTS TO RENEW FOR AN
ADDITIONAL 10-YEAR PERIOD - 10-YEAR PERIOD): Starting with the Base Assumptions,
on the 10th rider anniversary the Contract Value is $115,000. Assuming that the
Benefit Basis has never been stepped up and no withdrawals have been taken.

    o   The existing Benefit Basis is $100,000.
    o   The rider will renew for an additional 10-year benefit period.
    o   The new Benefit Basis is $115,000 and the Contract Value will be
        guaranteed to be at least $115,000 on the 20th Contract Anniversary (10
        years from the renewal date).
    o   No charges will be refunded for the 10-year period that is expiring.

    NOTE: If the Owner chooses to renew the Benefit Basis a new seven-year
    Minimum Charge Period will begin starting on the date of the renewal.

    NOTE: Following renewal of the rider, you may pay a new current charge, up
    to the maximum charge for your rider, which may be higher.

                                       D-2


                                      APPENDIX E
       GUARANTEED MINIMUM WITHDRAWAL BENEFIT RIDERS GENERALLY ISSUED AFTER
                    NOVEMBER 23, 2008 BUT BEFORE MAY 1, 2009
================================================================================


Guaranteed Lifetime Withdrawal Benefit riders issued after November 23, 2008 but
before May 1, 2009 have the same features described in this Prospectus for the
Guaranteed Lifetime Withdrawal Benefit riders, except as discussed in this
Appendix. This discussion is applicable to riders issued between the dates set
forth above as well riders that may be issued on or after May 1, 2009 in states
that have not approved a more current version of this rider or riders that may
be issued in connection with applications signed prior to May 1, 2009.


Amount of your GALWA. The annual lifetime benefit percentages for individual
Annuitants under the Income Now rider is as follows:



-------------------------------------------------
            Attained Age of Annuitant
-------------------------------------------------
 Age                              Percentage
-------------------------------------------------
                                  
55-58                                4.75%
-------------------------------------------------
59-64                                5.25%
-------------------------------------------------
65-69                                5.75%
-------------------------------------------------
70-74                                6.25%
-------------------------------------------------
75-79                                6.75%
-------------------------------------------------
 80+                                 7.25%
-------------------------------------------------


The annual lifetime benefit percentages for individual Annuitants under the
Income Later rider is as follows:



-------------------------------------------------
            Attained Age of Annuitant
-------------------------------------------------
                                
Age              55-58    59-69    70-79    80+
-------------------------------------------------
Percentage        4.5        5      5.5      6
-------------------------------------------------


Extra Credit Plan. The Purchase Payment Credit enhancement of 6% is not
available.

Withdrawals in General. The Non-Lifetime Withdrawal is not available.

Excess Withdrawals. Each time there is an excess withdrawal, the Lifetime
Benefit Basis will be reset to equal the lesser of:

    (1) the Contract Value immediately following the withdrawal; or
    (2) the previous Lifetime Benefit Basis reduced dollar for dollar by (i) the
        total of all partial withdrawals to date during the current rider year,
        if the withdrawal is the first excess withdrawal to be made during the
        rider year, otherwise (ii) the amount of the withdrawal.

Simple Interest Benefit. Under the Income Now rider, the Simple Interest Benefit
increase will equal simple interest of 5% of the Lifetime Benefit Basis at the
end of the first rider year (before any step-up increases).

Under the Income Later rider, the Simple Interest Benefit increase will equal
simple interest of 10% of the Lifetime Benefit Basis at the end of the first
rider year (before any step-up increase).

Termination. The rider does not terminate upon change of ownership of the
Contract.

Rider Charge. The maximum annual charge is 1.75% and the current annual charge
is 0.70% of average daily Benefit Basis for the prior Contract Year.

                               *        *        *
EXAMPLES

                                INCOME NOW OPTION

BASE ASSUMPTIONS: Assume an initial purchase payment of $100,000 choosing the
B-Share option and an issue age of 64.

This means:

    o   The Lifetime Benefit Basis is $100,000; and
    o   The guaranteed annual lifetime withdrawal amount is $5,250 (GALWA) if a
        withdrawal is taken immediately (5.25% rate for withdrawals beginning
        at attained age 64 x $100,000).
    o   The Minimum Guaranteed Death Benefit provided by the rider is $100,000.
    o   All withdrawal figures shown indicate the total amount withdrawn from
        the Contract and, assume that no surrender charge applies. Any
        surrender charge will reduce the amount payable to the Owner.
    o   The death benefit adjustment calculations described here do not apply
        to death benefits that are not provided by the Guaranteed Lifetime
        Withdrawal Benefit rider chosen.

                                       E-1


EXAMPLE 1 (ADDITIONAL PURCHASE PAYMENT DURING THE WINDOW PERIOD): Starting with
the Base Assumptions, the Owner makes an additional purchase payment of $50,000
within the window period.

    o   The Lifetime Benefit Basis is $150,000, which is the prior Lifetime
        Benefit Basis plus the additional purchase payment; and
    o   The guaranteed annual lifetime withdrawal amount is $7,875, which is
        5.25% of the new Lifetime Benefit Basis.
    o   The Minimum Death Benefit is $150,000, which is the prior death benefit
        plus the additional purchase payment.

EXAMPLE 2 (LIFETIME WITHDRAWALS BEGIN BEFORE THE FIRST ANNIVERSARY): Starting
with the Base Assumptions, the Owner withdraws the GALWA ($5,250 = $100,000 x
5.25%) before the first Contract Anniversary.

    o   The Lifetime Benefit Basis is $100,000, this does not change because the
        withdrawal does not exceed the $5,250 GALWA; and
    o   The GALWA is $5,250; this does not change because the withdrawal does
        not exceed the $5,250 GALWA.
    o   Because the withdrawal is less than or equal to the GALWA the adjustment
        to the death benefit is equal to the withdrawal amount, so the new
        guaranteed death benefit is $94,750, which is the prior minimum death
        benefit of $100,000 less the withdrawal of $5,250.

EXAMPLE 3 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE IS GREATER THAN THE
LIFETIME BENEFIT BASIS): Starting with the Base Assumptions, the Owner withdraws
$50,000 after the third Contract Anniversary (but before the fourth). Assume the
Contract Value is $150,000 at the time of the withdrawal, no prior withdrawals
have occurred and no prior step ups have occurred. The Minimum Death Benefit is
$100,000 at the time of the withdrawal.

    o   The Lifetime Benefit Basis is $115,000. It was increased by 5% of the
        initial Lifetime Benefit Basis ($5,000) on each of the first three
        Contract Anniversaries; for a total increase of $15,000 - assumes that
        the lifetime basis has not been stepped-up to a higher amount.
    o   The guaranteed annual lifetime withdrawal at this time, prior to the
        $50,000 withdrawal, is $6,612.50 (5.75% rate for age 67 times the
        $115,000 Lifetime Benefit Basis).
    o   The Lifetime Benefit Basis is adjusted to $65,000 because the $50,000
        withdrawal exceeds the $6,612.50 GALWA. The adjusted amount is the
        lesser of (1) or (2) below:
            1.   The prior Lifetime Benefit Basis less the withdrawal: $115,000
                 - $50,000 = $65,000; or
            2.   The Contract Value after the withdrawal: $150,000 - $50,000
                 = $100,000.
    o   The GALWA is $3,737.50 after the withdrawal, which is 5.75% (the rate
        for age 67) of the new Lifetime Benefit Basis.
    o   Because the withdrawal amount exceeds the GALWA, the death benefit will
        be adjusted as follows
            1.   The death benefit will be reduced by $50,000 for the
                 withdrawal.
            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $43,387.50 (50,000 - 6,612.50 =
                 43,387.50).
                     o  43,387.50 / 150,000 * 100,000 - 43,765 = -14,462.50
                     o  New death benefit after all adjustments 100,000 - 50,000
                        - (-14,462.50) = 64,462.50

EXAMPLE 4 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE IS LESS THAN THE LIFETIME
BENEFIT BASIS): Starting with the Base Assumptions, withdraw $50,000 after the
third Contract Anniversary but before the fourth, with a Contract Value of
$80,000 at the time of the withdrawal (no prior withdrawals or step ups have
occurred). The Minimum Death Benefit is $100,000 at the time of the withdrawal.

    o   The Lifetime Benefit Basis is $115,000. It was increased by 5% of the
        initial basis ($5,000) on each of the first three Contract
        Anniversaries, for a total increase of $15,000.
    o   The guaranteed lifetime withdrawal at this time (before the $50,000
        withdrawal) is $6,612.50 (5.75% rate for age 67 times the $115,000
        Lifetime Benefit Basis.
    o   The Lifetime Benefit Basis is adjusted to $30,000 because the withdrawal
        exceeds the $6,612.50 GALWA. The adjusted value is the lesser of (1) or
        (2) below:
            1.   The prior Lifetime Benefit Basis less the withdrawal: $115,000
                 - $50,000 = $65,000; or
            2.   The Contract Value after the withdrawal: $80,000 - $50,000 =
                 $30,000
    o   The GALWA is $1,725, which is 5.75% of the new Lifetime Benefit Basis.
    o   Because the withdrawal amount exceeds the GALWA, the death benefit will
        be adjusted as follows
            1.   The death benefit will be reduced by $50,000 for the
                 withdrawal.
            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $43,387.50 (50,000 - 6,612.50 =
                 43,387.50).
                     o  43,387.50 / 80,000 * 100,000 - 43,387.50 = 10,846.88
    o   New death benefit after all adjustments 100,000 - 50,000 - 10,846.88
        = 39,153.13

EXAMPLE 5 (EXCESS WITHDRAWAL AFTER LIFETIME WITHDRAWALS HAVE STARTED - FIRST
EXCESS WITHDRAWAL OF THE RIDER YEAR): Starting with the Base Assumptions, the
Owner begins making monthly withdraws of $437.50 immediately. After 10
withdrawals have taken place, the Owner makes an additional $10,000 withdrawal.
Assume the Contract Value is $105,000 at the time of the withdrawal.

                                       E-2


    o   The Lifetime Benefit Basis is before the additional withdrawal is
        $100,000. Because the prior withdrawals were not excess withdrawals, the
        Lifetime Benefit Basis has not changed.
    o   The guaranteed annual lifetime withdrawal at this time, prior to the
        $10,000 withdrawal, is $5,250. There has been a total of $4,375
        withdrawn to this point this year (10 withdrawals of $437.50). The
        remaining lifetime withdrawal for the Contract Year is $875 ($5,250 -
        $4,375 = $875).
    o   Because the prior withdrawals were not excess withdrawals, the excess
        withdrawal adjustment will use the total withdrawals for the rider year
        or $14,375, the $4,375 of prior withdrawals plus the $10,000 withdrawal.
    o   The Lifetime Benefit Basis is adjusted to $85,625 because the $10,000
        withdrawal exceeds the $875 GALWA remaining for the year. The adjusted
        amount is the lesser of (1) or (2) below:
            1.   The prior Lifetime Benefit Basis decreased by total withdrawals
                 for the year: $100,000 - $14,375 = $85,625; or
            2.   The Contract Value after the withdrawal: $105,000 - $10,000 =
                 $95,000.
    o   The GALWA is $4,495.31 after the withdrawal, which is 5.25% (the rate
        for age 64) of the new Lifetime Benefit Basis. This amount will be
        available after the next rider anniversary.
    o   The death benefit before the withdrawal is $95,625. The initial $100,000
        has been reduced a total of $4,375 for the 10 prior withdrawals.
    o   Because the withdrawal is an excess withdrawal, the death benefit will
        be adjusted as follows
            1.   The death benefit will be reduced by $10,000 for the
                 withdrawal.
            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $9,125 ($10,000 - $875 = $9,125).
                     o  9,125 / 105,000 * 95,625 - 9,125 = -814.73
    o   New death benefit after all adjustments 95,625 - 10,000 - (-814.73) =
        86,439.73

EXAMPLE 6 (EXCESS WITHDRAWAL AFTER LIFETIME WITHDRAWALS HAVE STARTED WHEN THERE
WAS A PRIOR EXCESS WITHDRAWAL DURING THE RIDER YEAR): Starting with Example 6,
the Owner chooses to take an additional $25,000 withdrawal before the next rider
anniversary. Assume the Contract Value is $80,000 at the time of the withdrawal.

    o   The Lifetime Benefit Basis before the withdrawal is $85,625 as adjusted
        for the previous excess withdrawal.
    o   The guaranteed annual lifetime withdrawal at this time, prior to this
        withdrawal, is $4,495.31. However, because there has already been an
        excess withdrawal, the remaining lifetime withdrawal for this rider year
        is zero.
    o   Because there was a prior excess withdrawal this year, the excess
        withdrawal adjustment will use amount of this withdrawal.
    o   The Lifetime Benefit Basis is adjusted to $55,000 because the withdrawal
        is an excess withdrawal. The adjusted value is the lesser of (1) or (2)
        below:
            1.   The prior Lifetime Benefit Basis less the withdrawal: $85,625 -
                 $25,000 = $60,625; or
            2.   The Contract Value after the withdrawal: $80,000 - $25,000 =
                 $55,000
    o   The GALWA is $2,887.50, which is 5.25% of the new Lifetime Benefit
        Basis. This amount will be available after the next rider anniversary.
    o   The death benefit before the withdrawal is $86,439.73, as adjusted for
        the previous withdrawals.
    o   Because the withdrawal is an excess withdrawal, the death benefit will
        be adjusted as follows
            1.   The death benefit will be reduced by $25,000 for the
                 withdrawal.
            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $25,000.
                     o  25,000 / 80,000 * 86,439.73 - 25,000 = 2,012.42
    o   New death benefit after all adjustments 86,439.73 - 25,000 - 2,012.42 =
        59,427.31

EXAMPLE 7 (STEP UP THE LIFETIME BENEFIT BASIS BEFORE WITHDRAWALS HAVE STARTED):
Starting with the Base Assumptions, assume no withdrawals have been taken, no
prior step ups have occurred, and the Value of the Contract on the third
Contract Anniversary is $125,000.

    o   The existing Lifetime Benefit Basis is $115,000. It was increased by 5%
        of the initial basis ($5,000) on each of the first three Contract
        Anniversaries.
    o   The Owner chooses to step up the Lifetime Benefit Basis to the Contract
        Value of $125,000.
    o   The guaranteed annual lifetime withdrawal after the step up is $7,187.50
        (5.75% rate for age 67 times the $125,000 stepped-up Lifetime Benefit
        Basis).

            NOTE: Following your step-up election, you may pay a new current
            charge, up to the maximum charge for your rider, which may be
            higher.

    o   The Minimum Death Benefit remains $100,000 - it is not impacted by a
        step up.

EXAMPLE 8 (STEP UP THE LIFETIME BENEFIT BASIS AFTER WITHDRAWALS HAVE STARTED):
Starting with the Base Assumptions, assume the Owner began receiving their
$5,250 GALWA beginning in the first Contract Year and no additional excess
withdrawals have been taken. Also assumes that no prior step ups have occurred.
The Value of the Contract on the third Contract Anniversary is $110,000.

    o   The Lifetime Benefit Basis before step up is $100,000. Because
        withdrawals began immediately, the Lifetime Benefit Basis did not
        increase due to the simple interest increase.

                                       E-3


    o   The Owner chooses to step up the Lifetime Benefit Basis to the Contract
        Value of $110,000.
    o   The guaranteed annual lifetime withdrawal after the step up is $6,325
        (5.75% rate for age 67 - Because a step up occurs, the withdrawal
        percentage is reestablished based on the current age at the time of the
        step up.).
            NOTE: Following your step-up election, you may pay a new current
            charge, up to the maximum charge for your rider, which may be
            higher.
    o   The Minimum Death Benefit would be $84,250, the initial $100,000 reduced
        for each of the $5,250 withdrawals previously taken.

EXAMPLE 9 (ANNIVERSARY WHERE CONTRACT VALUE IS LESS THAN LIFETIME BENEFIT
BASIS): Starting with the Base Assumptions, assume the Owner began receiving
their $5,250 GALWA beginning in the first Contract Year and no additional excess
withdrawals have been taken. Also assumes that no prior step ups have occurred.
The Value of the Contract on the third Contract Anniversary is $95,000.

    o   The Lifetime Benefit Basis is $100,000. Because withdrawals began
        immediately, the Lifetime Benefit Basis did not increase due to the
        simple interest increase.
    o   The Owner cannot step up the Lifetime Benefit Basis because the current
        Contract Value is less than the current Benefit Basis.
    o   The guaranteed annual lifetime withdrawal remains at $5,250 (5.25% rate
        for age 64 - the time of the first withdrawal.
    o   Because no step up occurs, the withdrawal percentage does not change.
    o   The Minimum Death Benefit would be $84,250, the initial $100,000 reduced
        for each of the $5,250 withdrawals previously taken.

                               INCOME LATER OPTION

BASE ASSUMPTIONS: Assume an initial purchase payment of $100,000 choosing the
B-Share option and an issue age of 68.

This means:

    o   The Lifetime Benefit Basis is $100,000; and
    o   The guaranteed annual lifetime withdrawal amount is $5,000 (GALWA) if a
        withdrawal is taken immediately (5.00% rate for withdrawals beginning at
        attained age 68 x $100,000).
    o   The Minimum Guaranteed Death Benefit provided by the rider is $100,000.
    o   All withdrawal figures shown indicate the total amount withdrawn from
        the Contract and, assume that no surrender charge applies. Any surrender
        charge will reduce the amount payable to the Owner.
    o   The death benefit adjustment calculations described here do not apply to
        death benefits that are not provided by the Guaranteed Lifetime
        Withdrawal Benefit rider chosen.

EXAMPLE 1 (ADDITIONAL PURCHASE PAYMENT DURING THE WINDOW PERIOD): Starting with
the Base Assumptions, the Owner makes an additional purchase payment of $50,000
within the window period.

    o   The Lifetime Benefit Basis is $150,000, which is the prior Lifetime
        Benefit Basis plus the additional purchase payment; and
    o   The guaranteed annual lifetime withdrawal amount is $7,500, which is
        5.00% of the new Lifetime Benefit Basis.
    o   The Minimum Death Benefit is $150,000, which is the prior death benefit
        plus the additional purchase payment.

EXAMPLE 2 (LIFETIME WITHDRAWALS BEGIN BEFORE THE FIRST ANNIVERSARY): Starting
with the Base Assumptions, the Owner withdraws the GALWA ($5,000 = $100,000 x
5.00%) before the first Contract Anniversary.

    o   The Lifetime Benefit Basis is $100,000, this does not change because the
        withdrawal does not exceed the $5,000 GALWA; and
    o   The GALWA is $5,000; this does not change because the withdrawal does
        not exceed the $5,000 GALWA.
    o   Because the withdrawal is less than or equal to the GALWA the adjustment
        to the death benefit is equal to the withdrawal amount, so the new
        guaranteed death benefit is $95,000, which is the prior minimum death
        benefit of $100,000 less the withdrawal of $5,000.

EXAMPLE 3 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE IS GREATER THAN THE
LIFETIME BENEFIT BASIS): Starting with the Base Assumptions, the Owner withdraws
$50,000 after the third Contract Anniversary (but before the fourth). Assume the
Contract Value is $150,000 at the time of the withdrawal, no prior withdrawals
have occurred and no prior step ups have occurred. The Minimum Death Benefit is
$100,000 at the time of the withdrawal.

    o   The Lifetime Benefit Basis is $130,000. It was increased by 10% of the
        initial Lifetime Benefit Basis ($10,000) on each of the first three
        Contract Anniversaries; for a total increase of $30,000 - assumes that
        the lifetime basis has not been stepped-up to a higher amount.
    o   The guaranteed annual lifetime withdrawal at this time, prior to the
        $50,000 withdrawal, is $7,150 (5.50% rate for age 71 times the $130,000
        Lifetime Benefit Basis).

                                       E-4


    o   The Lifetime Benefit Basis is adjusted to $80,000 because the $50,000
        withdrawal exceeds the $7,150 GALWA. The adjusted amount is the lesser
        of (1) or (2) below:
            1.   The prior Lifetime Benefit Basis less the withdrawal: $130,000
                 - $50,000 = $80,000; or
            2.   The Contract Value after the withdrawal: $150,000 - $50,000 =
                 $100,000.
    o   The GALWA is $4,400 after the withdrawal, which is 5.50% (the rate for
        age 71) of the new Lifetime Benefit Basis.
    o   Because the withdrawal amount exceeds the GALWA, the death benefit will
        be adjusted as follows
            1.   The death benefit will be reduced by $50,000 for the
                 withdrawal.
            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $42,850 (50,000 - 7,150 = 42,850).
                     o  42,850 / 150,000 * 100,000 - 42,850 = -13,500
    o   New death benefit after all adjustments 100,000 - 50,000 - (-13,500) =
        63,500

EXAMPLE 4 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE IS LESS THAN THE LIFETIME
BENEFIT BASIS): Starting with the Base Assumptions, withdraw $50,000 after the
third Contract Anniversary but before the fourth, with a Contract Value of
$80,000 at the time of the withdrawal (no prior withdrawals or step ups have
occurred). The Minimum Death Benefit is $100,000 at the time of the withdrawal.

    o   The Lifetime Benefit Basis is $130,000. It was increased by 10% of the
        initial basis ($10,000) on each of the first three Contract
        Anniversaries, for a total increase of $30,000.
    o   The guaranteed lifetime withdrawal at this time (before the $50,000
        withdrawal) is $7,150 (5.50% rate for age 71 times the $130,000 Lifetime
        Benefit Basis.
    o   The Lifetime Benefit Basis is adjusted to $30,000 because the withdrawal
        exceeds the $7,150 GALWA. The adjusted value is the lesser of (1) or (2)
        below:
            1.   The prior Lifetime Benefit Basis less the withdrawal: $130,000
                 - $50,000 = $80,000; or
            2.   The Contract Value after the withdrawal: $80,000 - $50,000 =
                 $30,000
    o   The GALWA is $1,650, which is 5.50% of the new Lifetime Benefit Basis.
    o   Because the withdrawal amount exceeds the GALWA, the death benefit will
        be adjusted as follows
            1.   The death benefit will be reduced by $50,000 for the
                 withdrawal.
            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $42,850 (50,000 - 7,150 = 42,850).
                     o  42,850 / 80,000 * 100,000 - 42,850 = 10,875
    o   New death benefit after all adjustments 100,000 - 50,000 - 10,875 =
        39,125

EXAMPLE 5 (EXCESS WITHDRAWAL AFTER LIFETIME WITHDRAWALS HAVE STARTED - FIRST
EXCESS WITHDRAWAL OF THE RIDER YEAR): Starting with the Base Assumptions, the
Owner begins making monthly withdraws of $416.67 immediately. After 10
withdrawals have taken place, the Owner makes an additional $10,000 withdrawal.
Assume the Contract Value is $105,000 at the time of the withdrawal.

    o   The Lifetime Benefit Basis is before the additional withdrawal is
        $100,000. Because the prior withdrawals were not excess withdrawals, the
        Lifetime Benefit Basis has not changed.
    o   The guaranteed annual lifetime withdrawal at this time, prior to the
        $10,000 withdrawal, is $5,000. There has been a total of $4,166.70
        withdrawn to this point this year (10 withdrawals of $416.67). The
        remaining lifetime withdrawal for the Contract Year is $833.30 ($5,000 -
        $4,166.70 = $833.30).
    o   Because the prior withdrawals were not excess withdrawals, the excess
        withdrawal adjustment will use the total withdrawals for the rider year
        or $14,166.70, the $4,166.70 of prior withdrawals plus the $10,000
        withdrawal.
    o   The Lifetime Benefit Basis is adjusted to $85,833.30 because the $10,000
        withdrawal exceeds the $875 GALWA remaining for the year. The adjusted
        amount is the lesser of (1) or (2) below:
            1.   The prior Lifetime Benefit Basis decreased by total withdrawals
                 for the year: $100,000 - $14,166.70 = $85,833.30; or
            2.   The Contract Value after the withdrawal: $105,000 - $10,000 =
                 $95,000.
    o   The GALWA is $4,291.66 after the withdrawal, which is 5.00% (the rate
        for age 68) of the new Lifetime Benefit Basis. This amount will be
        available after the next rider anniversary.
    o   The death benefit before the withdrawal is $95,833.30. The initial
        $100,000 has been reduced a total of $4,166.70 for the 10 prior
        withdrawals.
    o   Because the withdrawal is an excess withdrawal, the death benefit will
        be adjusted as follows
            1.   The death benefit will be reduced by $10,000 for the
                 withdrawal.
            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $9,166.70 ($10,000 - $833.30 = $9,166.70).
                     o  9,166.70/105,000 * 95,833.30 - 9,166.70 = -820.27
    o   New death benefit after all adjustments 95,833.30 - 10,000 - (-820.27) =
        86,633.57

EXAMPLE 6 (EXCESS WITHDRAWAL AFTER LIFETIME WITHDRAWALS HAVE STARTED WHEN THERE
WAS A PRIOR EXCESS WITHDRAWAL DURING THE RIDER YEAR): Starting with Example 6,
the Owner chooses to take an additional $25,000 withdrawal before the next rider
anniversary. Assume the Contract Value is $80,000 at the time of the withdrawal.

                                       E-5


    o   The Lifetime Benefit Basis before the withdrawal is $85,833.30 as
        adjusted for the previous excess withdrawal.
    o   The guaranteed annual lifetime withdrawal at this time, prior to this
        withdrawal, is $4,291.66. However, because there has already been an
        excess withdrawal, the remaining lifetime withdrawal for this rider year
        is zero.
    o   Because there was a prior excess withdrawal this year, the excess
        withdrawal adjustment will use amount of this withdrawal.
    o   The Lifetime Benefit Basis is adjusted to $55,000 because the withdrawal
        is an excess withdrawal. The adjusted value is the lesser of (1) or (2)
        below:
            1.   The prior Lifetime Benefit Basis less the withdrawal:
                 $85,833.30 - $25,000 = $60,833.30; or
            2.   The Contract Value after the withdrawal: $80,000 - $25,000 =
                 $55,000
    o   The GALWA is $2,750, which is 5.00% of the new Lifetime Benefit Basis.
        This amount will be available after the next rider anniversary.
    o   The death benefit before the withdrawal is $86,633.57, as adjusted for
        the previous withdrawals.
    o   Because the withdrawal is an excess withdrawal, the death benefit will
        be adjusted as follows
            1.   The death benefit will be reduced by $25,000 for the
                 withdrawal.
            2.   There will be an additional adjustment for the excess
                 withdrawal amount of $25,000.
    o  25,000 / 80,000 * 86,633.57 - 25,000 = 2,072.99
    o  New death benefit after all adjustments 86,633.57 - 25,000 - 2,072.99
       = 59,560.58

EXAMPLE 7 (STEP UP THE LIFETIME BENEFIT BASIS BEFORE WITHDRAWALS HAVE STARTED):
Starting with the Base Assumptions, assume no withdrawals have been taken, no
prior step ups have occurred, and the Value of the Contract on the third
Contract Anniversary is $145,000.

    o   The existing Lifetime Benefit Basis is $130,000. It was increased by 10%
        of the initial basis ($10,000) on each of the first three Contract
        Anniversaries.
    o   The Owner chooses to step up the Lifetime Benefit Basis to the Contract
        Value of $145,000.
    o   The guaranteed annual lifetime withdrawal after the step up is $7,975
        (5.50% rate for age 71 times the $145,000 stepped-up Lifetime Benefit
        Basis).
            NOTE: Following your step-up election, you may pay a new current
            charge, up to the maximum charge for your rider, which may be
            higher.
    o   The Minimum Death Benefit remains $100,000 - it is not impacted by a
        step up.

EXAMPLE 8 (STEP UP THE LIFETIME BENEFIT BASIS AFTER WITHDRAWALS HAVE STARTED):
Starting with the Base Assumptions, assume the Owner began receiving their
$5,000 GALWA beginning in the first Contract Year and no additional excess
withdrawals have been taken. Also assumes that no prior step ups have occurred.
The Value of the Contract on the third Contract Anniversary is $110,000.

    o   The Lifetime Benefit Basis before step up is $100,000. Because
        withdrawals began immediately, the Lifetime Benefit Basis did not
        increase due to the simple interest increase.
    o   The Owner chooses to step up the Lifetime Benefit Basis to the Contract
        Value of $110,000.
    o   The guaranteed annual lifetime withdrawal after the step up is $5,000
        (5.00% rate for age 68 - The withdrawal percentage is established based
        on current age at the time of the first withdrawal, and does not change
        once withdrawals have started).
            NOTE: Following your step-up election, you may pay a new current
            charge, up to the maximum charge for your rider, which may be
            higher.
    o   The Minimum Death Benefit would be $85,000, the initial $100,000 reduced
        for each of the $5,000 withdrawals previously taken.

EXAMPLE 9 (ANNIVERSARY WHERE CONTRACT VALUE IS LESS THAN LIFETIME BENEFIT
BASIS): Starting with the Base Assumptions, assume the Owner began receiving
their $5,000 GALWA beginning in the first Contract Year and no additional excess
withdrawals have been taken. Also assumes that no prior step ups have occurred.
The Value of the Contract on the third Contract Anniversary is $95,000.

    o   The Lifetime Benefit Basis is $100,000. Because withdrawals began
        immediately, the Lifetime Benefit Basis did not increase due to the
        simple interest increase.
    o   The Owner cannot step up the Lifetime Benefit Basis because the current
        Contract Value is less than the current Benefit Basis.
    o   The guaranteed annual lifetime withdrawal remains at $5,000 (5.00% rate
        for age 68 - the time of the first withdrawal.
    o   Because no step up occurs, the lifetime withdrawal amount does not
        change.
    o   The Minimum Death Benefit would be $85,000, the initial $100,000 reduced
        for each of the $5,000 withdrawals previously taken.

                                       E-6


                                   APPENDIX F
       GUARANTEED MINIMUM WITHDRAWAL BENEFIT RIDERS GENERALLY ISSUED AFTER
                  OCTOBER 28, 2007 BUT BEFORE NOVEMBER 24, 2008
================================================================================


Guaranteed Minimum Withdrawal Benefit riders issued after October 28, 2007 but
before November 24, 2008 have the same features described in this Prospectus for
the Guaranteed Lifetime Withdrawal Benefit riders, except as discussed in this
Appendix. This discussion is applicable to riders issued between the dates set
forth above as well riders that may be issued on or after November 24, 2008 in
states that have not approved a more current version of this rider or riders
that may be issued in connection with applications signed prior to May 1, 2009.


Excess Withdrawal. Each time there is an excess withdrawal, the Lifetime Benefit
Basis will be reset to equal the lesser of:

(1) the Contract Value immediately following the withdrawal; or
(2) the previous Lifetime Benefit Basis reduced dollar for dollar by (i) the
    total of all partial withdrawals to date during the current rider year, if
    the withdrawal is the first excess withdrawal to be made during the rider
    year, otherwise (ii) the amount of the withdrawal.

Maximum Anniversary Death Benefit. An optional Maximum Anniversary Death Benefit
is offered. Before the Annuitant's age 85 Contract Anniversary, the death
benefit payable under the Guaranteed Minimum Withdrawal Benefit will be the
greater of the Maximum Anniversary Value and the Guaranteed Minimum Withdrawal
Benefit with Minimum Guarantee Death Benefit, less any premium expense charge
not previously deducted. On or after the Annuitant's 85th Contract Anniversary,
the amount that will be payable under the Guaranteed Minimum Withdrawal Benefit
with Maximum Anniversary Death Benefit will be the Guaranteed Minimum Withdrawal
Benefit with Minimum Guarantee Death Benefit, less any premium expense charge
not previously deducted.

On the rider issue date, the Maximum Anniversary Value is equal to the initial
Net Purchase Payment. After the issue date, the Maximum Anniversary Value will
be calculated on three different dates:

(1) the date an additional purchase payment is received by us;
(2) the date of payment of a partial withdrawal; and
(3) on each rider anniversary.

When a purchase payment is received, the Maximum Anniversary Value is equal to
the most recently calculated Maximum Anniversary Value plus the Net Purchase
Payment.

Under the Guaranteed Minimum Withdrawal Benefit with Maximum Anniversary Death
Benefit, if there is a partial withdrawal, the Guaranteed Minimum Withdrawal
Benefit with Maximum Withdrawal Benefit will be adjusted on a dollar-for-dollar
basis as long as the withdrawal is not an excess withdrawal. If the withdrawal
is an excess withdrawal, we will adjust the Guaranteed Minimum Withdrawal
Benefit with Maximum Anniversary Death Benefit by (a) divided by (b), with the
result multiplied by (c); and then finally reduced by (a), where:

   (a) = the excess withdrawal amount;
   (b) = the Contract Value immediately before the excess withdrawal; and
   (c) = the most recently calculated Maximum Anniversary Value immediately
         before the date of the excess withdrawal, less any adjustments
         previously made for prior excess withdrawals.

The adjustment for an excess withdrawal has the effect of increasing the total
adjustment amount when (c) is greater than (b) and reducing the total adjustment
amount when (c) is less than (b).

The Maximum Anniversary Value on each rider Anniversary is equal to the greater
of the most recently calculated Maximum Anniversary Value or your Contract
Value.

Extra Credit Plan. The Purchase Payment Credit enhancement of 6% is not
available.

Age Requirements. The rider is subject to the eligibility requirements described
below.



--------------------------------------------------------------------------------
       Type of Contract                 Age Requirements At Rider Issue Date
--------------------------------------------------------------------------------
                                  
Single Owner                         Owner must be between ages 45-85
--------------------------------------------------------------------------------
Single Owner/Non-Natural Owner       Each Annuitant must be between ages 45-85
--------------------------------------------------------------------------------
Jointly Owned Contract               Joint Owner must both be between ages 45-85
                                     on the rider issue date
--------------------------------------------------------------------------------


Amount of your GALWA. These riders did not offer two options designed for
whether you expect to begin withdrawals now or later. The table shows the annual
lifetime benefit percentages allowed for these riders.

                                       F-1





--------------------------------------------------------------------------------
Attained Age of Annuitant        Joint Annuitants -- Attained Age of Younger
   at First Withdrawal                 Annuitant at First Withdrawal*
--------------------------------------------------------------------------------
   Age       Percentage                Age                   Percentage
--------------------------------------------------------------------------------
                                                       
  45-58          4%                   45-58                      3%
--------------------------------------------------------------------------------
  59-64          5%                   59-64                      4%
--------------------------------------------------------------------------------
  65-69         5.5%                  65-69                     4.5%
--------------------------------------------------------------------------------
  70-74          6%                   70-74                      5%
--------------------------------------------------------------------------------
   75+          6.5%                   75+                      5.5%
--------------------------------------------------------------------------------



*If only one Annuitant is living at the time of your first withdrawal, the
percentages shown above currently will be increased by 1%.

Withdrawals in General. The Non-Lifetime Withdrawal is not available.

Simple Interest Benefit. The restart of the Simple Interest Benefit on step up
is not available. The Simple Interest Benefit increase will equal simple
interest of 5% of the Lifetime Benefit Basis at the end of the first rider year
(before any step-up increases). The benefit is in effect on each of the first 10
rider anniversaries, provided no withdrawals have occurred since the rider issue
date.

Lifetime Benefit Basis Step Up. You may, subject to certain conditions, elect to
have the Lifetime Benefit Basis automatically "stepped up" each year to equal
your current Contract Value. Step ups will occur if your Contract Value is
greater than the Lifetime Benefit Basis as of the step-up date.

Benefit Allocation Models. Different Benefit Allocation Models were available at
the time these riders were issued. Current Contract Owners may continue to use
the Benefit Allocation Model chosen at the time the rider was issued. However,
the currently available Benefit Allocation Models must be used for all riders
where the Contract Owner wishes to change allocation options.

Termination. You may terminate the rider on any date following the expiration of
the Minimum Charge Period. The rider does not terminate upon change of ownership
of the Contract.

Rider Charge. The maximum and current annual Guaranteed Minimum Withdrawal
Benefit charge percentages are as follows:

    o   0.65% of the monthly Contract Value for the prior Contract Year for the
        Guaranteed Minimum Withdrawal Benefit with Minimum Guarantee Death
        Benefit. The maximum charge is 1.00%;

    o   0.80% of the monthly Contract Value for the prior Contract Year for the
        Guaranteed Minimum Withdrawal Benefit with Maximum Anniversary Value
        Death Benefit, with the maximum charge being 1.15%; and

    o   0.65% of the monthly Contract Value for the prior Contract Year for the
        Guaranteed Minimum Withdrawal Benefit (without any inherent death
        benefit), with the maximum charge of 1.00%.

                              *     *     *

EXAMPLES

BASE ASSUMPTIONS: Assume an initial purchase payment of $100,000 choosing the
B-Share option and an issue age of 64.

This means:

    o   The Lifetime Benefit Basis is $100,000; and
    o   The guaranteed annual lifetime withdrawal amount is $5,000 (GALWA) if a
        withdrawal is taken immediately (5% rate for withdrawals beginning at
        attained age 64 x $100,000).
    o   The Minimum Guaranteed Death Benefit provided by the rider is $100,000.
    o   All withdrawal figures shown indicate the total amount withdrawn from
        the Contract and, assume that no surrender charge applies. Any
        surrender charge will reduce the Contract Value and result in
        additional adjustments to the Lifetime Benefit Basis and minimum death
        benefit, unless the Owner chooses to have those charges deducted from
        the amount they receive.
    o   Assumes the Guaranteed Minimum Withdrawal Benefit with the Minimum
        Guaranteed Death Benefit option is chosen. The death benefit adjustment
        calculations described here only apply to the death benefit provided by
        the Guaranteed Minimum Withdrawal Benefit rider. They do not apply to
        other optional death benefits riders.
    o   All withdrawal figures shown indicate the total amount withdrawn from
        the Contract, and assume that no surrender charge applies. Any
        surrender charge will reduce the amount payable to the Owner.

EXAMPLE 1 (ADDITIONAL PURCHASE PAYMENT DURING THE WINDOW PERIOD): Starting with
the Base Assumptions, the Owner makes an additional purchase payment of $50,000
within the window period.

    o   The Lifetime Benefit Basis is $150,000, which is the prior Lifetime
        Benefit Basis plus the additional purchase payment; and
    o   The guaranteed annual lifetime withdrawal amount is $7,500, which is 5%
        of the new Lifetime Benefit Basis.
    o   The Minimum Death Benefit is $150,000, which is the prior death benefit
        plus the additional purchase payment.

                                       F-2


EXAMPLE 2 (LIFETIME WITHDRAWALS BEGIN BEFORE THE FIRST ANNIVERSARY): Starting
with the Base Assumptions, the Owner withdraws the GALWA ($5,000 = $100,000 x
5%) before the first Contract Anniversary.

    o   The Lifetime Benefit Basis is $100,000, this does not change because the
        withdrawal does not exceed the $5,000 GALWA; and
    o   The GALWA is $5,000; this does not change because the withdrawal does
        not exceed the $5,000 GALWA.
    o   Because the withdrawal is less than or equal to the GALWA the adjustment
        to the death benefit is equal to the withdrawal amount, so the new
        guaranteed death benefit is $145,000.

EXAMPLE 3 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE IS GREATER THAN THE
LIFETIME BENEFIT BASIS): Starting with the Base Assumptions, the Owner withdraws
$50,000 after the third Contract Anniversary (but before the fourth). Assume the
Contract Value is $150,000 at the time of the withdrawal and no prior
withdrawals have occurred and no prior step-ups have occurred. The Minimum Death
Benefit is $100,000 at the time of the withdrawal.

    o   The Lifetime Benefit Basis is $115,000. It was increased by 5% of the
        initial Lifetime Benefit Basis ($5,000) on each of the first three
        Contract Anniversaries; for a total increase of $15,000 - assumes that
        the lifetime basis has not been stepped-up to a higher amount.
    o   The guaranteed annual lifetime withdrawal at this time, prior to the
        $50,000 withdrawal, is $6,325 (5.5% rate for age 67 times the $115,000
        Lifetime Benefit Basis).
    o   The Lifetime Benefit Basis is adjusted to $65,000 because the $50,000
        withdrawal exceeds the $6,325 GALWA. The adjusted amount is the lesser
        of (1) or (2) below:
            1.  The prior Lifetime Benefit Basis less the withdrawal:
                $115,000 - $50,000 = $65,000; or
            2.  The Contract Value after the withdrawal: $150,000 - $50,000
                = $100,000.

    o   The GALWA is $3,575 after the withdrawal, which is 5.5% (the rate for
        age 67) of the new Lifetime Benefit Basis.
    o   Because the withdrawal amount exceeds the GALWA, the death benefit will
        be adjusted as follows
            1.  The death benefit will be reduced by $50,000 for the withdrawal.
            2.  There will be an additional adjustment for the excess withdrawal
                amount of $43,675 (50,000 - 6,325 = 43,675).
            3.  43,675 / 150,000 * 100,000 - 43,675 = -14,558
    o   New death benefit after all adjustments 100,000 - 50,000 - (-14,558)
        = 64,558

EXAMPLE 4 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE IS LESS THAN THE LIFETIME
BENEFIT BASIS): Starting with the Base Assumptions, withdraw $50,000 after the
third Contract Anniversary but before the fourth, with a Contract Value of
$80,000 at the time of the withdrawal (no prior withdrawals or step-ups have
occurred). The Minimum Death Benefit is $100,000 at the time of the withdrawal.

    o   The Lifetime Benefit Basis is $115,000. It was increase by 5% of the
        initial basis ($5,000) on each of the first three Contract
        Anniversaries, for a total increase of $15,000.
    o   The guaranteed lifetime withdrawal at this time (before the $50,000
        withdrawal) is $6,325 (5.5% rate for age 67 times the $115,000 Lifetime
        Benefit Basis.
    o   The Lifetime Benefit Basis is adjusted to $30,000 because the withdrawal
        exceeds the $6,325 GALWA. The adjusted value is the lesser of (1) or
        (2) below:
            1.  The prior Lifetime Benefit Basis less the withdrawal: $115,000 -
                $50,000 = $65,000; or
            2.  The Contract Value after the withdrawal: $80,000 - $50,000
                = $30,000
    o   The GALWA is $1,650, which is 5.5% of the new Lifetime Benefit Basis.
    o   Because the withdrawal amount exceeds the GALWA, the death benefit will
        be adjusted as follows
            1.  The death benefit will be reduced by $6,325 for the withdrawal
                within the GALWA limits.
            2.  There will be an additional adjustment for the excess withdrawal
                amount of $43,675 (50,000 - 6,325 = 43,675).
            3.  43,675 / 80,000 * 100,000 - 43,675 = 10,919
    o   New death benefit after all adjustments 100,000 - 50,000 - 10,919
        = 39,081

EXAMPLE 5 (STEP-UP THE LIFETIME BENEFIT BASIS BEFORE WITHDRAWALS HAVE STARTED):
Starting with the Base Assumptions, assume no withdrawals have been taken, no
prior step-ups have occurred, and the Value of the Contract on the third
Contract Anniversary is $125,000.

    o   The existing Lifetime Benefit Basis is $115,000. It was increase by
        5% of the initial basis ($5,000) on each of the first three Contract
        Anniversaries.
    o   The Owner chooses to step-up the Lifetime Benefit Basis to the Contract
        Value of $125,000.
    o   The guaranteed annual lifetime withdrawal after the step-up is $6,875
        (5.5% rate for age 67 times the $125,000 stepped-up Lifetime Benefit
        Basis).

            NOTE: Following your step-up election, you may pay a new current
            charge, up to the maximum charge for your rider, which may be
            higher.

    o   The Minimum Death Benefit remains $100,000 - it is not impacted by a
        step-up.

                                       F-3


EXAMPLE 6 (STEP-UP THE LIFETIME BENEFIT BASIS AFTER WITHDRAWALS HAVE STARTED):
Starting with the Base Assumptions, assume the Owner began receiving their
$5,000 GALWA beginning in the first Contract Year and no additional excess
withdrawals have been taken. Also assumes that no prior step-ups have occurred.
The Value of the Contract on the third Contract Anniversary is $110,000.

    o   The Lifetime Benefit Basis is $100,000. Because withdrawals began
        immediately, the Lifetime Benefit Basis did not increase.
    o   The Owner chooses to step-up the Lifetime Benefit Basis to the Contract
        Value of $110,000.
    o   The guaranteed annual lifetime withdrawal at after the step-up is $5,500
        (5% rate for age 64 - the age at the time of the first withdrawal from
        the Contract - times the $110,000 stepped-up Lifetime Benefit Basis).

            NOTE: Following your step-up election, you may pay a new current
            charge, up to the maximum charge for your rider, which may be
            higher.

    o   The Minimum Death Benefit would be $85,000, the initial $100,000 reduced
        for each of the $5,000 withdrawals previously taken.

                                       F-4


                                   APPENDIX G
       GUARANTEED MINIMUM WITHDRAWAL BENEFIT RIDERS GENERALLY ISSUED AFTER
                  OCTOBER 29, 2006 BUT BEFORE OCTOBER 29, 2007
================================================================================


Guaranteed Minimum Withdrawal Benefit riders issued after October 29, 2006 but
before October 29, 2007 have the same features described in this Prospectus for
the Guaranteed Lifetime Withdrawal Benefit riders, except as discussed in this
Appendix. This discussion is applicable to riders issued between the dates set
forth above as well as riders that may be issued after October 29, 2007 in
states that have not approved a more current version of this rider or riders
that may be issued in connection with applications signed prior to May 1, 2009.


Age Requirements. These riders are subject to the eligibility requirements
described below.



---------------------------------------------------------------------------------------------------------------------------
   Type of Contract             Age Requirements At Rider Issue Date                      Annuitant Requirements
---------------------------------------------------------------------------------------------------------------------------
                                                                           
Single Owner               Owner must be between ages 45-85                      Annuitant must be between ages 45-85
---------------------------------------------------------------------------------------------------------------------------
Single Owner/Non-          Each Annuitant must be between ages 45-85             Annuitant must be a natural person between
Natural Owner                                                                    ages 45-85 on the rider issue date
---------------------------------------------------------------------------------------------------------------------------
Jointly Owned Contract     Joint Owners must be spouses; each spouse must be     Annuitants must be natural persons between
                           between ages 45-85 on the rider issue date            ages 45-85 on the rider issue date
---------------------------------------------------------------------------------------------------------------------------


Benefit Allocation Models. Different Benefit Allocation Models were available at
the time these riders were issued. Current Contract Owners may continue to use
the Benefit Allocation Model chosen at the time the rider was issued. However,
the currently available Benefit Allocation Models must be used for all riders
where the Contract Owner wishes to change allocation options.

Withdrawals in General. Under the rider, you may elect to make guaranteed
withdrawals under the annual withdrawal benefit option or the lifetime annual
withdrawal benefit option. On or after the first rider issue date, you may make
guaranteed withdrawals each rider year up to the GALWA. The Non-Lifetime
Withdrawal is not available.

Excess Withdrawals. If a partial withdrawal taken during a rider year is more
than the current GALWA, an excess withdrawal occurs. The GALWA, Lifetime Benefit
Basis will be reset to equal the lesser of:

    (a) the Contract Value immediately following the withdrawal; or
    (b) the previous Lifetime Benefit Basis reduced dollar for dollar by (i) the
        total of all partial withdrawals to date during the current rider year,
        if prior partial withdrawals were made during the rider year that were
        not excess withdrawals, otherwise (ii) the amount of the withdrawal.

Simple Interest Benefit. If you do not take any withdrawals, your GALWA will
increase annually on each rider anniversary until the earliest of:

    o   the date of your first withdrawal; or
    o   the 10th rider anniversary (or the 10th step-up anniversary, if a
        step-up is elected).

Each increase will be equal to five percent (5%) of the Lifetime Benefit Basis
as of your first rider anniversary (or step-up anniversary if a step-up is
elected). The restart of the Simple Interest Benefit on step up is not
available.

Extra Credit Plan. The Purchase Payment Credit enhancement is not available.

Termination. You may terminate the Guaranteed Minimum Withdrawal Benefit rider
on any date. Terminating the rider prior to the expiration of the Minimum Charge
Period of 7 years will result in rider charges continuing to be assessed (based
on individual state regulations) until the Minimum Charge Period is reached. In
addition, the Guaranteed Minimum Withdrawal Benefit rider will automatically
terminate on the earliest of:

    (a) the Payout Date;
    (b) the date Due Proof of Death of the Annuitant (last remaining Annuitant,
        if joint Annuitants) is received;
    (c) the date there is a change of Annuitant for any reason; or
    (d) the date you surrender your Contract.

If you violate the allocation restrictions, your rider will not terminate until
the expiration of the Minimum Charge Period. However, you will not receive any
of the benefits or rights under the rider. The rider does not terminate on
change of ownership.

Amount of your GALWA. We determine your GALWA by multiplying the Lifetime
Benefit Basis by the annual lifetime benefit percentage. These riders did not
offer two options designed for whether you expect to begin withdrawals now or
later. The table shows the annual lifetime benefit percentages allowed for these
riders.

                                       G-1





--------------------------------------------------------------------------------
                             Joint Annuitants (age        Joint Annuitants (age
                              difference 5 yrs or         difference over 5 yrs)
                             less) Attained Age of           Attained Age of
Attained Age at First         Oldest Annuitant at          Oldest Annuitant at
    Withdrawal                First Withdrawal(1)          First Withdrawal(2)
--------------------------------------------------------------------------------
  Age     Percentage          Age       Percentage         Age       Percentage
--------------------------------------------------------------------------------
                                                         
 45-58        4%             45-58          3%            45-58          2%
--------------------------------------------------------------------------------
 59-64        5%             59-64          4%            59-64          3%
--------------------------------------------------------------------------------
 65-69       5.5%            65-69         4.5%           65-69         3.5%
--------------------------------------------------------------------------------
 70-74        6%             70-74          5%            70-74          4%
--------------------------------------------------------------------------------
  75+        6.5%             75+          5.5%            75+          4.5%
--------------------------------------------------------------------------------




(1)If only one Annuitant is living at the time of your first withdrawal, the
percentages shown above currently will be increased by 1%.
(2)If only one Annuitant is living at the time of your first withdrawal, the
percentages shown above currently will be increased by 2%.


Step-up. On any monthly anniversary (a monthly anniversary is the same day each
month as your rider issue date) on or following your third rider anniversary
(and on any monthly anniversary or following each subsequent third rider step-up
anniversary), you may, subject to certain conditions, "step-up" the Lifetime
Benefit Basis to equal your current Contract Value.

You may step-up the Lifetime Benefit Basis provided:

    (a) your Contract Value is greater than zero;
    (b) your Contract Value is greater than the Lifetime Benefit Basis as of the
        step-up date;
    (c) the Annuitant (or oldest Annuitant, if there are joint Annuitants) is
        age 85 or younger as of the step-up date; and
    (d) we receive your Written Request to step-up the Lifetime Benefit
        Basis at our Mailing Address.

The step-up date will be the monthly anniversary following the receipt of your
Written Request. An automatic step up option is not available.

Rider Charge. The maximum annual charge is 1.00% and the current annual charge
is 0.60% of the average monthly Contract Value for the prior Contract Year. The
average monthly Contract Value is equal to the sum of each monthly Contract
Value (the Contract Value as of the same day of the month as the Contract Issue
Date) divided by the number of months. On each Contract Anniversary during the
accumulation period, the Company will deduct the rider charge pro-rata from your
Contract Value. A pro-rata portion of the charge also will be deducted upon
Contract surrender, election to step-up the Lifetime Benefit Basis, termination
of the rider after the expiration of the Minimum Charge Period, payment of death
proceeds, or the start of payments under an Income Payout Option, does not occur
on a Contract Anniversary. Even if you do not choose to make withdrawals under
the rider, the rider charges will not be refunded.

                                  *     *     *

EXAMPLES

BASE ASSUMPTIONS: Assume an initial purchase payment of $100,000 and an issue
age of 64.

This means:

    o   The Lifetime Benefit Basis is $100,000; and
    o   The guaranteed annual lifetime withdrawal amount is $5,000 (GALWA) if a
        withdrawal is taken immediately (5% rate for withdrawals beginning at
        attained age 64 x $100,000).
    o   All withdrawal figures shown indicate the total amount withdrawn from
        the Contract and, assume that no surrender charge applies. Any surrender
        charge will reduce the Contract Value and result in additional
        adjustments to the Lifetime Benefit Basis unless the Owner chooses to
        have those charges deducted from the amount they receive.

EXAMPLE 1 (ADDITIONAL PURCHASE PAYMENT DURING THE WINDOW PERIOD): Starting with
the Base Assumptions, the Owner makes an additional purchase payment of $50,000
within the window period.

    o   The Lifetime Benefit Basis is $150,000, which is the prior Lifetime
        Benefit Basis plus the additional purchase payment; and
    o   The guaranteed annual lifetime withdrawal amount is $7,500, which is
        5% of the new Lifetime Benefit Basis.

EXAMPLE 2 (LIFETIME WITHDRAWALS BEGIN BEFORE THE FIRST ANNIVERSARY): Starting
with the Base Assumptions, the Owner withdraws the GALWA ($5,000 = $100,000 x
5%) before the first Contract Anniversary.

    o   The Lifetime Benefit Basis is $100,000, this does not change because the
        withdrawal does not exceed the $5,000 GALWA; and
    o   The GALWA is $5,000. This does not change because the withdrawal does
        not exceed the $5,000 GALWA.

                                       G-2


EXAMPLE 3 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE IS GREATER THAN THE
LIFETIME BENEFIT BASIS): Starting with the Base Assumptions, the Owner withdraws
$50,000 after the third Contract Anniversary (but before the fourth). Assume the
Contract Value is $150,000 at the time of the withdrawal and no prior
withdrawals have occurred.

    o   The Lifetime Benefit Basis is $115,000. It was increased by 5% of the
        initial Lifetime Benefit Basis ($5,000) on each of the first three
        Contract Anniversaries, for a total increase of $1 5,000.
    o   The guaranteed annual lifetime withdrawal at this time, prior to the
        $50,000 withdrawal, is $6,325 (5.5% rate for age 67 times the $115,000
        Lifetime Benefit Basis).
    o   The Lifetime Benefit Basis is adjusted to $65,000 because the $50,000
        withdrawal exceeds the $6,325 GALWA. The adjusted amount is the lesser
        of (1) or (2) below:
            1.  The prior Lifetime Benefit Basis less the withdrawal: $115,000 -
                $50,000 = $65,000; or
            2.  The Contract Value after the withdrawal: $150,000 - $50,000
                = $100,000.
    o   The GALWA is $3,575 after the withdrawal, which is 5.5% (the rate for
        age 67) of the new Lifetime Benefit Basis.

EXAMPLE 4 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE IS LESS THAN THE LIFETIME
BENEFIT BASIS): Starting with the Base Assumptions, withdraw $50,000 after the
third Contract Anniversary but before the fourth, with a Contract Value of
$80,000 at the time of the withdrawal (no prior withdrawals have occurred).

    o   The Lifetime Benefit Basis is $115,000. It was increase by 5% of the
        initial basis ($5,000) on each of the first three Contract
        Anniversaries, for a total increase of $15,000.
    o   The guaranteed minimum withdrawal at this time (before the $50,000
        withdrawal) is $6,325 (5.5% rate for age 67 times the $115,000 Lifetime
        Benefit Basis.
    o   The Lifetime Benefit Basis is adjusted to $30,000 because the withdrawal
        exceeds the $6,325 GALWA. The adjusted value is the lesser of (1) or
        (2) below:
            1.  The prior Lifetime Benefit Basis less the withdrawal: $115,000 -
                $50,000 = $65,000; or
            2.  The Contract Value after the withdrawal: $80,000 - $50,000
                = $30,000
    o   The GALWA is $1,650, which is 5.5% of the new Lifetime Benefit Basis.

EXAMPLE 5 (STEP-UP THE LIFETIME BENEFIT BASIS BEFORE WITHDRAWALS HAVE STARTED):
Starting with the Base Assumptions, assume no withdrawals have been taken and
the value of the Contract on the third Contract Anniversary is $125,000.

    o   The existing Lifetime Benefit Basis is $115,000. It was increase by
        5% of the initial basis ($5,000) on each of the first three Contract
        Anniversaries.
    o   The Owner chooses to step-up the Lifetime Benefit Basis to the Contract
        Value of $125,000.
    o   The guaranteed annual lifetime withdrawal at after the step-up is $6,875
        (5.5% rate for age 67 times the $125,000 stepped-up Lifetime Benefit
        Basis).

    NOTE: If the Owner chooses to step-up the Lifetime Benefit Basis a new
    seven-year Minimum Charge Period will begin starting on the date of the
    step-up. Also, following your step-up election, you may pay a new current
    charge, up to the maximum charge for your rider, which may be higher.

EXAMPLE 6 (STEP-UP THE LIFETIME BENEFIT BASIS AFTER WITHDRAWALS HAVE STARTED):
Starting with the Base Assumptions, assume the Owner began receiving their
$5,000 GALWA beginning in the first Contract Year and no additional no
withdrawals have been taken. The Value of the Contract on the third Contract
Anniversary is $110,000.

    o   The Lifetime Benefit Basis is $100,000. Because withdrawals began
        immediately, the Lifetime Benefit Basis did not increase.
    o   The Owner chooses to step-up the Lifetime Benefit Basis to the Contract
        Value of $110,000.
    o   The guaranteed annual lifetime withdrawal at after the step-up is $5,500
        (5% rate for age 64 -- the age at the time of the first withdrawal from
        the Contract - times the $110,000 stepped-up Lifetime Benefit Basis).

NOTE: If the Owner chooses to step-up the Lifetime Benefit Basis a new
seven-year Minimum Charge Period will begin starting on the date of the step-up.
Also, following your step-up election, you may pay a new current charge, up to
the maximum charge for your rider, which may be higher.

                                       G-3


                                   APPENDIX H
   GUARANTEED MINIMUM WITHDRAWAL BENEFIT RIDERS ISSUED BEFORE OCTOBER 30, 2006
================================================================================

Guaranteed Minimum Withdrawal Benefit riders issued before October 30, 2006 have
the same features described in this Prospectus for the Guaranteed Lifetime
Withdrawal Benefit riders, except as discussed in this Appendix. This discussion
is only applicable to riders issued before October 30, 2006 as well as riders
issued after October 30, 2006 but before November 24, 2008 in states that had
not approved a more current version of this rider. We are no longer issuing
riders in this form.

General. The rider is available only when you purchase the Contract.

Age Requirements. These riders are subject to the eligibility requirements
described below.



------------------------------------------------------------------------------------------------------------------------
   Type of Contract             Age Requirements At Rider Issue Date                    Annuitant Requirements
------------------------------------------------------------------------------------------------------------------------
                                                                        
Single Owner               Owner must be between ages 45-85                   Annuitant must be between ages 45-85
------------------------------------------------------------------------------------------------------------------------
Single Owner/Non-                                                             Annuitant must be a natural person between
Natural Owner              Each Annuitant must be between ages 45-85          ages 45-85 on the rider issue date
------------------------------------------------------------------------------------------------------------------------
                           Joint Owners must be spouses; each spouse must     Annuitants must be natural persons
Jointly Owned Contract     be between ages 45-85 on the rider issue date      between ages 45-85 on the rider issue date
------------------------------------------------------------------------------------------------------------------------


Benefit Allocation Models. Different Benefit Allocation Models were available at
the time these riders were issued. Current Contract Owners may continue to use
the Benefit Allocation Model chosen at the time the rider was issued. However,
the currently available Benefit Allocation Models must be used for all riders
where the Contract Owner wishes to change allocation options.

Simple Interest Benefit. The restart of the Simple Interest Benefit on step up
is not available. The Simple Interest Benefit increase will equal simple
interest of 5% of the Lifetime Benefit Basis at the end of the first rider year
(before any step-up increases).

Extra Credit Plan. The Purchase Payment Credit enhancement is not available.

Withdrawals in General. Under the rider, you may elect to make guaranteed
withdrawals under the annual withdrawal benefit option or the lifetime annual
withdrawal benefit option. On or after the first rider anniversary, you may make
guaranteed withdrawals each rider year up to the guaranteed annual withdrawal
amount ("GAWA") (under the annual withdrawal option) or the GALWA (under the
annual lifetime benefit option). Guaranteed withdrawals up to the GALWA will not
impact the Benefit Basis or the Lifetime Benefit Basis. Guaranteed withdrawals
up to the GAWA will not impact the Benefit Basis, but will impact the Lifetime
Benefit Basis, if the withdrawal exceeds the GALWA. If you choose to receive
only a part of, or none of, your GAWA or GALWA in any given rider year, your
GAWA and GALWA is not cumulative and will not increase. For example, if your
GALWA is $1,500 and you withdraw $1,000 one year, your GALWA will not increase
next year by the $500 you did not withdraw. In general, you may switch from one
withdrawal option to the other without prior notification to us. Rather, the
actual amount of the guaranteed withdrawal during a rider year will determine
which of the withdrawal options is applicable for that rider year. However, if
payments are made under a Guaranteed Minimum Withdrawal Benefit settlement, we
will require you to choose the withdrawal option and withdrawal amount for any
remaining guaranteed withdrawals. The Non-Lifetime Withdrawal is not available.

If you extend the Payout Date beyond the Contract Anniversary following the
Annuitant's (primary Annuitant, if joint Annuitants) 85th birthday (or 10 years
from the Contract Issue Date if later), you must elect to receive withdrawals
under either the annual withdrawal benefit option or annual lifetime benefit
option.

Excess Withdrawals more than the GAWA. Within each rider year, you may also
withdraw more than the GAWA or the GALWA. The portion of any withdrawal which is
in excess of the GAWA or the GALWA in effect at the time of the withdrawal
request is referred to as an "excess withdrawal." In addition, an excess
withdrawal may occur when the amount withdrawn, when added to prior withdrawals
during a rider year, exceeds the GAWA or the GALWA. Any partial withdrawal
before the first rider anniversary is an excess withdrawal. Excess withdrawals
will reduce your Benefit Basis and/or Lifetime Benefit Basis, and may do so by
more than the actual amount of the excess withdrawal.

If an excess withdrawal occurs and the partial withdrawals during a rider year
are more than the current GAWA, we will make the following adjustments:

    (a) reduce the remaining withdrawal amount to equal the lesser of (1) the
        Contract Value immediately following the withdrawal, or (2) the previous
        remaining withdrawal amount reduced dollar for dollar by the amount of
        the withdrawal;
    (b) reset the Benefit Basis to equal the lesser of (1) the Contract Value
        immediately following the withdrawal, or (2) the previous Benefit Basis
        reduced dollar for dollar by the amount of the withdrawal; and (c) reset
        the Lifetime Benefit Basis to equal the lesser of (1) the Contract Value
        immediately following the withdrawal, or (2) the previous Lifetime
        Benefit Basis reduced dollar for dollar by (i) the total of all partial
        withdrawals to date during the current rider year that were not excess
        withdrawals, otherwise (ii) the amount of the withdrawal.

If we reduce the resulting Benefit Basis as a result of the excess withdrawal,
the Company will also reduce the GAWA. If the Company reduces the resulting
Lifetime Benefit Basis as a result of the excess withdrawal, the Company will
also reduce the GALWA.

                                       H-1


Excess Withdrawals more than the GALWA. If an excess withdrawal occurs and the
partial withdrawals during a rider year are more than the current GALWA but less
than the current GAWA, we will make the following adjustments:

    (a) reduce the remaining withdrawal amount dollar for dollar by the amount
        of the withdrawal; and
    (b) reset the Lifetime Benefit Basis to equal the lesser of: (1) the
        Contract Value immediately following the withdrawal; or (2) reduce the
        previous Lifetime Benefit Basis dollar for dollar by (i) the total of
        all partial withdrawals to date during the current rider year, if prior
        partial withdrawals were made during the rider year that were not excess
        withdrawals, otherwise (ii) the amount of the withdrawal.

If we reduce the Lifetime Benefit Basis as a result of the excess withdrawal, we
will also reduce the GALWA. Required minimum distributions from a Contract that
are greater than GAWA or GALWA are considered excess withdrawals.

Conversion from the Guaranteed Minimum Accumulation Benefit rider. Conversions
are only available on a Contract Anniversary. Per the rider terms, conversions
are based on Contract Value. However, we have elected to process conversions
based on the greater of Benefit Basis or Contract Value.

Termination. You may terminate the rider on any date following the expiration of
the Minimum Charge Period of seven years. In addition, the rider will
automatically terminate on the earliest of:

    (a) the date the remaining withdrawal amount is reduced to zero and there
        are no further guaranteed withdrawals allowed under the annual lifetime
        benefit option;
    (b) the Payout Date;
    (c) the date Due Proof of Death of the Annuitant is received;
    (d) the date there is a change of Annuitant for any reason; or
    (e) the date you surrender your Contract.

If you violate the allocation restrictions, your rider will not terminate until
the expiration of the Minimum Charge Period. However, you will not receive any
of the benefits or rights under the rider. The rider does not terminate on
change of ownership.

Amount of your GAWA and GALWA. We determine your GAWA by multiplying the Benefit
Basis by the current annual withdrawal benefit percentage of 7%. Similarly, We
determine your GALWA by multiplying the Lifetime Benefit Basis by the annual
lifetime benefit percentage shown on your Rider Data Page. The annual lifetime
benefit percentage currently is 4% for Annuitant less than age 60 on the rider
date and it currently is 5% for Annuitants age 60 or more on the rider date. Any
change in the Benefit Basis or Lifetime Benefit Basis will also result in a
change in the GAWA or GALWA, as appropriate. These riders did not offer two
options designed for whether you expect to begin withdrawals now or later.

Step-up. On your fifth rider anniversary (and any subsequent fifth rider
anniversary following a step-up), you may, subject to certain conditions,
"step-up" the Benefit Basis and Lifetime Benefit Basis to equal your current
Contract Value. You may step-up the Benefit Basis and Lifetime Benefit Basis
provided:

    (a) you have not taken any withdrawals since the start date for the current
        benefit period;
    (b) your Contract Value is greater than zero;
    (c) your Contract Value is greater than the Benefit Basis as of the step-up
        date;
    (d) the Annuitant is age 85 or younger as of the step-up date; and
    (e) we receive your Written Request to step-up the Benefit Basis and
        Lifetime Benefit Basis at our Mailing Address at least thirty (30)
        days prior to the end of the fifth (5th) rider year for the current
        benefit period. The step-up date will be the rider anniversary as of the
        end of that rider year.

If you elect the "step-up," the start date for the new benefit period will be
the step-up date, and the Benefit Basis and Lifetime Benefit Basis will equal
your Contract Value as of the step-up date. A new Minimum Charge Period will
begin. The charge for the new benefit period may differ from the prior charge,
but will not exceed the maximum rider charge of 1% of the average monthly
Contract Value for the prior year. An automatic step-up feature is not
available.

Rider Charge. The maximum annual charge is 1.00% and the current annual charge
is 0.50% of the average monthly Contract Value for the prior Contract Year. The
average monthly Contract Value is equal to the sum of each monthly Contract
Value (the Contract Value as of the same day of the month as the Contract Issue
Date) divided by the number of months. On each Contract Anniversary during the
accumulation period, the Company will deduct the Guaranteed Minimum Withdrawal
Benefit charge pro-rata from your Contract Value. A pro-rata portion of the
charge also will be deducted upon Contract surrender, termination of the rider
after the expiration of the Minimum Charge Period, payment of death proceeds, or
selection of an Income Payout Option, if the surrender, termination, payment of
death proceeds or selection of an Income Payout Option does not occur on a
Contract Anniversary. The charge for a year will be in proportion to the number
of days since the prior Contract Anniversary. Even if you do not choose to make
withdrawals under the rider, the rider charges will not be refunded.

                                  *     *     *

                                       H-2


EXAMPLES

BASE ASSUMPTIONS: Assume an initial purchase payment of $100,000 and an issue
age of 35. This means:

    o   the Benefit Basis is $100,000;
    o   the remaining withdrawal amount is $100,000;
    o   the GAWA is $7,000;
    o   the Lifetime Benefit Basis is $100,000; and
    o   the guaranteed annual lifetime withdrawal amount (GALWA) is $4,000.

Any surrender charge will further reduce the Contract Value and result in
additional adjustments to the Benefit Basis and Lifetime Benefit Basis unless
the Owner chooses to have those charges deducted from the amount they receive.

EXAMPLE 1 (ADDITIONAL PURCHASE PAYMENT DURING THE WINDOW PERIOD): Starting with
the Base Assumptions, the Owner makes an additional purchase payment of $50,000
within the window period.

    o   the Benefit Basis is $150,000, which is the prior Benefit Basis plus the
        additional purchase payment;
    o   the remaining withdrawal amount is $150,000, which is the prior
        remaining withdrawal amount plus the additional purchase payment;
    o   the GAWA is $10,500, which is 7% of the new Benefit Basis;
    o   the Lifetime Benefit Basis is $150,000, which is the prior Lifetime
        Benefit Basis plus the additional purchase payment; and
    o   the GALWA is $6,000, which is 4% of the new Lifetime Benefit Basis.

EXAMPLE 2 (LIFETIME WITHDRAWALS BEGIN AFTER THE FIRST ANNIVERSARY): Starting
with the Base Assumptions, the Owner withdraws the GALWA ($4,000) after the
first Contract Anniversary.

    o   the Benefit Basis is $100,000, this does not change because the
        withdrawal is less then the $7,000 GAWA;
    o   the remaining withdrawal amount is $96,000, the prior remaining
        withdrawal amount minus the $4,000 lifetime withdrawal;
    o   the GAWA is $7,000, this does not change because the withdrawal is less
        then the $7,000 GAWA;
    o   the Lifetime Benefit Basis is $100,000, this does not change because the
        lifetime withdrawal does not exceed the $4,000 GALWA; and
    o   the GALWA is $4,000. This does not change because the lifetime
        withdrawal does not exceed the $4,000 GALWA.

EXAMPLE 3 (GUARANTEED ANNUAL WITHDRAWALS START AFTER THE FIRST ANNIVERSARY):
Starting with the Base Assumptions, the Owner withdraws the GAWA ($7,000) after
the first Contract Anniversary and Contract Value is $110,000 at the time of the
withdrawal.

    o   The Benefit Basis is $100,000, this does not change because the
        withdrawal does not exceed the $7,000 GAWA;
    o   The remaining withdrawal amount is $93,000, the prior remaining lifetime
        withdrawal amount minus the $7,000 withdrawal;
    o   The GAWA is $7,000, this does not change because the lifetime withdrawal
        does not exceed the $7,000 GAWA;
    o   the Lifetime Benefit Basis is adjusted to $93,000 Because the lifetime
        withdrawal exceeds the $4,000 GALWA, this value is adjusted to be the
        lesser of (1) or (2) below:
            1.  the prior Lifetime Benefit Basis less the withdrawal: $100,000 -
                $7,000 = $93,000; or
            2.  the Contract Value after the withdrawal: $110,000 - $7,000
                = $103,000.
    o   The GALWA is $3,720, which is 4% of the new Lifetime Benefit Basis.

    NOTE: While this withdrawal amount is allowed under the terms of the GAWA,
    it is an excess withdrawal under the terms of the GALWA.

EXAMPLE 4 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE EXCEEDS THE BENEFIT BASIS):
Starting with the Base Assumptions, the Owner withdraws $50,000 and Contract
Value is $150,000 at the time of the withdrawal (no prior withdrawals have
occurred).

    o   The Benefit Basis is adjusted to $50,000 because the lifetime withdrawal
        exceeds the $7,000 GALWA. The adjusted value is calculated as the lesser
        of (1) or (2) below:
            1.  The prior Benefit Basis less the withdrawal: $100,000 - $50,000
                = $50,000; or
            2.  The Contract Value after the withdrawal: $150,000 - $50,000
                = $100,000.
    o   The remaining withdrawal amount is adjusted to $50,000 because the
        lifetime withdrawal exceeds the $7,000 GAWA. The adjustment is
        calculated as the lesser of (1) or (2) below:
            1.  The prior remaining withdrawal amount less the withdrawal:
                $100,000 - $50,000 = $50,000; or
            2.  The Contract Value after the withdrawal: $150,000 - $50,000
                = $100,000.
    o   The GAWA is $3,500, which is 7% of the new Benefit Basis;
    o   The Lifetime Benefit Basis is adjusted to $50,000 because the lifetime
        withdrawal exceeds the $4,000 GALWA. The adjusted amount is the lesser
        of (1) or (2) below:
            1.  The prior Lifetime Benefit Basis less the withdrawal: $100,000 -
                $50,000 = $50,000; or

                                       H-3


            2.  The Contract Value after the withdrawal: $150,000 - $50,000
                = $100,000.
    o   The GALWA is $2,000, which is 4% of the new Lifetime Benefit Basis.

EXAMPLE 5 (EXCESS WITHDRAWAL WHEN THE CONTRACT VALUE IS LESS THAN THE BENEFIT
BASIS): Starting with the Base Assumptions, the Owner withdraws $50,000 and
Contract Value is $80,000 at the time of the withdrawal (no prior withdrawals
have occurred).

    o   The Benefit Basis is adjusted to $30,000 because the lifetime withdrawal
        exceeds the $7,000 GALWA. The adjusted basis is the lesser of (1) or
        (2) below:
            1.  The prior Benefit Basis less the withdrawal: $100,000 - $50,000
                = 50,000; or
            2.  The Contract Value after the withdrawal: $80,000 - $50,000
                = $30,000.
    o   The remaining withdrawal amount is adjusted to $30,000 because the
        lifetime withdrawal exceeds the $7,000 GAWA. The value is adjusted to be
        the lesser of (1) or (2) below:
            1.  The prior remaining withdrawal amount less the withdrawal:
                $100,000 - $50,000 = $50,000; or
            2.  The Contract Value after the withdrawal: $80,000 - $50,000
                = $30,000.
    o   The GAWA is $2,100, which is 7% of the new Benefit Basis;
    o   The Lifetime Benefit Basis is adjusted to $30,000 because the lifetime
        withdrawal exceeds the $4,000 GALWA. The adjusted value is the lesser of
        (1) or (2) below:
            1.  The prior Lifetime Benefit Basis less the withdrawal: $100,000 -
                $50,000 = $50,000; or
            2.  The Contract Value after the withdrawal: $80,000 - $50,000
                = $30,000
    o   The GALWA is $1,200, which is 4% of the new Lifetime Benefit Basis.

                                       H-4


                                   APPENDIX I
      GUARANTEED MINIMUM ACCUMULATION BENEFIT RIDERS GENERALLY ISSUED AFTER
                    NOVEMBER 23, 2008 BUT BEFORE MAY 1, 2009
================================================================================


Guaranteed Minimum Accumulation Benefit riders issued after November 23, 2008
but before May 1, 2009 have the same features discussed in this Prospectus,
except as described in this Appendix. This discussion is applicable to riders
issued between the dates set forth above as well as new riders that may be
issued in states that have not approved a more current version of this rider or
riders that may be issued in connection with applications signed prior to May 1,
2009, except that the 7-year benefit period is no longer available in any state.


General. A 7-year benefit period was available. For the rider with the 7-year
benefit period, if your Contract Value is greater than your Benefit Basis on the
rider's expiration date, and you do not renew the benefit period or convert the
rider to the Guaranteed Lifetime Withdrawal Benefit, there will be no increase
to your Contract Value.

Benefit Basis. The Benefit Basis is the amount upon which your Guaranteed
Minimum Accumulation Benefit is based.

Rider Charge. The maximum annual charge is 1.75% and the current annual charge
is 0.65% of average daily Benefit Basis for the prior Contract Year. The 7-year
benefit period charges will not be refunded.

                                  *     *     *

EXAMPLES

                              7-YEAR BENEFIT PERIOD

BASE ASSUMPTIONS: Assume an initial purchase payment of $100,000 electing the
B-Share Option and an issue age of 65. This means the Benefit Basis is $100,000.
All withdrawal figures shown indicate the total amount withdrawn from the
Contract, and assume that no surrender charge applies. Any surrender charge will
further reduce the Contract Value and result in additional adjustments to the
Benefit Basis unless the Owner chooses to have those charges deducted from the
amount they receive.

EXAMPLE 1 (ADDITIONAL PURCHASE PAYMENT WITHIN THE WINDOW PERIOD): The Owner
makes an additional purchase payment of $50,000 within the window period. The
Benefit Basis is $150,000, which is the prior Benefit Basis plus the additional
purchase payment.

EXAMPLE 2 (WITHDRAWAL WHEN THE CONTRACT VALUE IS GREATER THAN THE BENEFIT
BASIS): Starting with the Base Assumptions, the Owner withdraws $50,000, with
Contract Value of $150,000 at the time of the withdrawal (no prior withdrawals
have occurred).

    o   The adjustment to the Benefit Basis is $50,000 which is the greater of:
    o   The withdrawal of $50,000; or
    o   The proportion of the Benefit Basis withdrawn of $33,333.33. This is
        calculated as (1) divided by (2) with the result multiplied by (3):
            1.  partial withdrawal amount: $50,000;
            2.  Contract Value immediately prior to the withdrawal: $150,000;
            3.  the Benefit Basis immediately prior to the withdrawal: $100,000.
    o   So, the proportion of the Benefit Basis withdrawn: ($50,000 /
        $150,000) x $100,000 = $33,333.33.
    o   Therefore, the Benefit Basis is adjusted to $50,000 ($100,000 prior
        basis less $50,000 adjustment calculated above).

EXAMPLE 3 (WITHDRAWAL WHEN THE CONTRACT VALUE IS LESS THAN THE BENEFIT BASIS):
Starting with the Base Assumptions, the Owner withdraws $50,000 with Contract
Value of $80,000 at the time of the withdrawal (no prior withdrawals have
occurred).

    o   The adjustment to the Benefit Basis is $62,500 which is the greater of:
    o   The prior Benefit Basis less the withdrawal of $50,000; or
    o   The proportion of the Benefit Basis withdrawn of $62,500. This is
        calculated as (1) divided by (2) with the result multiplied by (3):
            1.  partial withdrawal amount: $50,000;
            2.  Contract Value immediately prior to the withdrawal: $80,000;
            3.  the Benefit Basis immediately prior to the withdrawal: $100,000.
    o   So, the proportion of the Benefit Basis withdrawn: ($50,000 /
        $80,000) x $100,000 = $62,500.
    o   Therefore, the Benefit Basis is adjusted to $37,500 ($100,000 prior
        basis less $62,500 adjustment calculated above).

EXAMPLE 4 (STEP UP THE BENEFIT BASIS): Starting with the Base Assumptions, on
the 4th rider anniversary the Contract Value is $135,000.

    o   The existing Benefit Basis is $100,000.
    o   The Owner chooses to step up the Benefit Basis to the Contract Value of
        $135,000.

                                       I-1


    o   The new Benefit Basis is $135,000 and the Contract Value will be
        guaranteed to be at least $135,000 on the 11th Contract Anniversary
        (7 years from the step up date).

    NOTE: Following your step-up election, you may pay a new current charge, up
    to the maximum charge for your rider, which may be higher.

EXAMPLE 5 (GMAB MATURITY WHEN CONTACT VALUE IS LESS THAN THE BENEFIT BASIS -
7-YEAR PERIOD): Starting with the Base Assumptions, on the 7th rider anniversary
the Contract Value is $75,000. Assuming that the Benefit Basis has never been
stepped up and no withdrawals have been taken.

    o   The existing Benefit Basis is $100,000.
    o   We will add $25,000 to the contract to bring the total Contract Value
        equal to the Benefit Basis of $100,000.
    o   The Guaranteed Minimum Accumulation Benefit then terminates with no
        additional value and all charges for the benefit cease.

EXAMPLE 6 (GMAB MATURITY WHEN CONTACT VALUE IS GREATER THAN THE BENEFIT BASIS -
7-YEAR PERIOD): Starting with the Base Assumptions, on the 7th rider anniversary
the Contract Value is $105,000. Assuming that the Benefit Basis has never been
stepped up and no withdrawals have been taken.

    o   The existing Benefit Basis is $100,000.
    o   Because the Contract Value is larger than the amount guaranteed by the
        Benefit Basis, no value is added to the Contract.
    o   The Guaranteed Minimum Accumulation Benefit then terminates with no
        additional value and all charges for the benefit cease.

EXAMPLE 7 (GMAB MATURITY WHEN CONTACT VALUE IS GREATER THAN THE BENEFIT BASIS,
AND THE OWNER ELECTS TO RENEW FOR AN ADDITIONAL 7-YEAR PERIOD - 7-YEAR PERIOD):
Starting with the Base Assumptions, on the 7th Contract anniversary the Contract
Value is $115,000. Assuming that the Benefit Basis has never been stepped up and
no withdrawals have been taken.

    o   The existing Benefit Basis is $100,000.
    o   The rider will renew for an additional 7-year benefit period.
    o   The new Benefit Basis is $115,000 and the Contract Value will be
        guaranteed to be at least $115,000 on the 14th Contract
        Anniversary (7 years from the renewal date).

    NOTE: Following renewal of the rider, you may pay a new current charge, up
    to the maximum charge for your rider, which may be higher.

                                       I-2


                                   APPENDIX J
      GUARANTEED MINIMUM ACCUMULATION BENEFIT RIDERS GENERALLY ISSUED AFTER
                  OCTOBER 29, 2006 BUT BEFORE NOVEMBER 24, 2008
================================================================================


Guaranteed Minimum Accumulation Benefit riders issued after October 29, 2006 but
before November 24, 2008 have the same features discussed in this Prospectus,
except as described in this Appendix. This discussion is applicable to riders
issued between the dates set forth above as well as new riders that may be
issued in states that have not approved a more current version of this rider or
riders that may be issued in connection with applications signed prior to May 1,
2009.


Benefit Allocation Models. Different Benefit Allocation Models were available at
the time these riders were issued. Current Contract Owners may continue to use
the Benefit Allocation Model chosen at the time the rider was issued. However,
the currently available Benefit Allocation Models must be used for all riders
where the Contract Owner wishes to change allocation options.

Benefit Basis. Because the rider charge is calculated based on the Contract
Value purchase payments made during the window period will increase the cost of
the rider. Additionally by increasing the Contract Value without increasing the
Benefit Basis, such payments could negatively impact your rider benefits.

Conversion. To convert the rider to a Guaranteed Lifetime Withdrawal Benefit
rider, your Benefit Basis must be greater than zero, the Annuitant (oldest
Annuitant, if join Annuitants) must be age 85 or younger as of the date of
conversion, and we must receive your Written Request for conversion at our
Mailing Address.

Termination. You may terminate the rider on any date following the expiration of
the Minimum Charge Period. If you elect to discontinue using the available
Benefit Allocation Models, the rider will not terminate until the expiration of
the Minimum Charge Period. However, you will not receive any of the benefits or
rights under the rider.

Rider Charge. The maximum annual charge for these riders is 1.00% and the
current annual charge is 0.50% of the average monthly Contract Value for the
prior Contract Year. Annual charges for these riders are non-refundable.

                                  *     *     *

EXAMPLES

BASE ASSUMPTIONS: Assume an initial purchase payment of $100,000 electing the
B-Share Option and an issue age of 65. This means the Benefit Basis is $100,000.
All withdrawal figures shown indicate the total amount withdrawn from the
Contract, and assume that no surrender charge applies. Any surrender charge will
further reduce the Contract Value and result in additional adjustments to the
Benefit Basis unless the Owner chooses to have those charges deducted from the
amount they receive.

EXAMPLE 1 (ADDITIONAL PURCHASE PAYMENT WITHIN THE WINDOW PERIOD): The Owner
makes an additional purchase payment of $50,000 within the window period. The
Benefit Basis is $150,000, which is the prior Benefit Basis plus the additional
purchase payment.

EXAMPLE 2 (WITHDRAWAL WHEN THE CONTRACT VALUE IS GREATER THAN THE BENEFIT
BASIS): Starting with the Base Assumptions, the Owner withdraws $50,000, with
Contract Value of $150,000 at the time of the withdrawal (no prior withdrawals
have occurred).

    o   The adjustment to the Benefit Basis is $50,000 which is the greater of:
    o   The withdrawal of $50,000; or
    o   The proportion of the Benefit Basis withdrawn of $33,333.33. This is
        calculated as (1) divided by (2) with the result multiplied by (3):
            1.  partial withdrawal amount: $50,000;
            2.  Contract Value immediately prior to the withdrawal: $150,000;
            3.  the Benefit Basis immediately prior to the withdrawal: $100,000;
    o   So the proportion of the Benefit Basis withdrawn: ($50,000 /
        $150,000)*$100,000 = $33,333.33
    o   Therefore the Benefit Basis is adjusted to $50,000 ($100,000 prior basis
        less $50,000 adjustment calculated above).

EXAMPLE 3 (WITHDRAWAL WHEN THE CONTRACT VALUE IS LESS THAN THE BENEFIT BASIS):
Starting with the Base Assumptions, the Owner withdraws $50,000 with Contract

Value of $80,000 at the time of the withdrawal (no prior withdrawals have
occurred).

    o   The adjustment to the Benefit Basis is $62,500 which is the greater of:
    o   The prior Benefit Basis less the withdrawal of $50,000; or
    o   The proportion of the Benefit Basis withdrawn of $62,500. This is
        calculated as (1) divided by (2) with the result multiplied by (3):
            1.  partial withdrawal amount: $50,000;
            2.  Contract Value immediately prior to the withdrawal: $80,000;
            3.  the Benefit Basis immediately prior to the withdrawal: $100,000;

                                       J-1


    o   So the proportion of the Benefit Basis withdrawn: ($50,000 /
        $80,000)*$100,000 = $62,500
    o   Therefore, the Benefit Basis is adjusted to $37,500 ($100,000 prior
        basis less $62,500 adjustment calculated above).

EXAMPLE 4 (STEP-UP THE BENEFIT BASIS): Starting with the Base Assumptions, on
the 4th anniversary the Contract Value is $135,000.

    o   The existing Benefit Basis is $100,000.
    o   The Owner chooses to step-up the Benefit Basis to the Contract Value of
        $135,000.
    o   The new Benefit Basis is $135,000 and the Contract Value will be
        guaranteed to be at least $135,000 on the 14th Contract Anniversary
        (10 years from the step-up date).

NOTE: If the Owner chooses to step-up the Benefit Basis a new seven year Minimum
Charge Period will begin starting on the date of the step-up.

NOTE: The charge for the rider at step-up will be the current charge for new
issues of the rider. If we are no longer issuing the rider, we will set the
charge.

                                       J-2


                                   APPENDIX K
  GUARANTEED MINIMUM ACCUMULATION BENEFIT RIDERS ISSUED BEFORE OCTOBER 30, 2006
================================================================================

Guaranteed Minimum Accumulation Benefit riders issued before October 30, 2006
have the same features discussed in this Prospectus, except as described in this
Appendix. This discussion is applicable to riders issued before October 30, 2006
as well as riders issued after October 30, 2006 but before November 24, 2008 in
states where a more current rider had not been approved. We are no longer
issuing riders in this form.

General. The rider is available only when you purchase your Contract.

Benefit Allocation Models. Different Benefit Allocation Models were available at
the time these riders were issued. Current Contract Owners may continue to use
the Benefit Allocation Model chosen at the time the rider was issued. However,
the currently available Benefit Allocation Models must be used for all riders
where the Contract Owner wishes to change allocation options.

Benefit Basis. Your Benefit Basis is equal to your initial purchase payment plus
any purchase payments received during window period currently, the first 12
months after the issue date, minus adjustments for partial withdrawals. Because
the rider charge is calculated based on the Contract Value such purchase
payments will increase the cost of the rider. Additionally by increasing the
Contract Value without increasing the Benefit Basis, such payments could
negatively impact your rider benefits.

Step-Up. On your fifth rider anniversary (and each subsequent fifth rider
anniversary for a renewal benefit period, or new benefit period following a
step-up) you have the one time opportunity to "step-up" your Benefit Basis to
equal your current Contract Value and begin a new benefit period of the same
duration as the prior benefit period. This option is available provided all of
the following four conditions are met:

    (1) the expiration date for the new benefit period does not extend past the
        Contract Anniversary following the Annuitant's 85th birthday or 10 years
        from the Contract Issue Date, if later;
    (2) your Benefit Basis is greater than zero;
    (3) your Contract Value is greater than the Benefit Basis as of the step-up
        date; and
    (4) the Company receives your Written Request to step-up the benefit by its
        Mailing Agent at least thirty (30) days before the end of the fifth
        (5th) rider year for the benefit period. The step-up date will be the
        rider anniversary as of the end of that rider year.

Termination. You may terminate the rider on any date following the expiration of
the Minimum Charge Period of seven years. In addition, the rider will
automatically terminate on the earliest of:

    (a) the expiration date of the benefit period;
    (b) the Payout Date;
    (c) the date Due Proof of Death of the Annuitant is received;
    (d) the date there is a change of Annuitant for any reason; or
    (e) the date you surrender your Contract.

If you elect to discontinue using the available Benefit Allocation Models, the
rider will not terminate until the expiration of the Minimum Charge Period.
However, you will not receive any of the benefits or rights under the rider.

Conversion. You may also convert the rider to a Guaranteed Lifetime Withdrawal
Benefit rider, if available, on a rider anniversary. To convert the rider, your
Benefit Basis must be greater than zero, the Annuitant must be age 85 or younger
as of the date of conversion, and we must receive your Written Request for
conversion at our Mailing Address at least thirty (30) days before a rider
anniversary.

If you convert the rider to a Guaranteed Lifetime Withdrawal Benefit rider, the
date of the conversion will be the rider anniversary date following receipt of
your request. Per the rider terms, conversions are based on Contract Value.
However, we have elected to process conversions based on the greater of Benefit
Basis or Contract Value.

Rider Charge. The maximum annual charge for these riders is 1.00% and the
current annual charge is 0.50% of the average monthly Contract Value for the
prior Contract Year. The average monthly Contract Value is equal to the sum of
each monthly Contract Value (the Contract Value as of the same day of the month
as the Contract Issue Date) divided by the number of months. Annual charges for
these riders are non-refundable.

On each Contract Anniversary during the accumulation period, the Company will
deduct the GMAB charge pro-rata from your Contract Value. A pro-rata portion of
the charge also will be deducted upon Contract surrender, termination of the
rider after the expiration of the Minimum Charge Period, payment of death
proceeds, or selection of an Income Payout Option, if the surrender,
termination, payment of death proceeds or selection of an Income Payout Option
does not occur on a Contract Anniversary. The charge for a year will be in
proportion to the number of days since the prior Contract Anniversary.

                                  *     *     *

                                       K-1


EXAMPLES

BASE ASSUMPTIONS: Assume an initial purchase payment of $100,000 and an issue
age of 35. This means the Benefit Basis is $100,000. All withdrawal figures
shown indicate the total amount withdrawn from the Contract, and assume that no
surrender charge applies. Any surrender charge will further reduce the Contract
Value and result in additional adjustments to the Benefit Basis unless the Owner
chooses to have those charges deducted from the amount they receive.

EXAMPLE 1 (ADDITIONAL PURCHASE PAYMENT DURING THE WINDOW PERIOD): The Owner
makes an additional purchase payment of $50,000 within the window period. The
Benefit Basis is $150,000, which is the prior Benefit Basis plus the additional
purchase payment.

EXAMPLE 2 (WITHDRAWAL WHEN THE CONTRACT VALUE EXCEEDS THE BENEFIT BASIS):
Starting with the Base Assumptions, the Owner withdraws $50,000 and Contract
Value is $150,000 at the time of the withdrawal (no prior withdrawals have
occurred).

    o   The adjustment to the Benefit Basis is $50,000 which is the greater of:
    o   The withdrawal of $50,000; or
    o   The proportion of the Benefit Basis withdrawn of $33,333.33. This is
        calculated as (1) divided by (2) with the result multiplied by (3):
            1.  partial withdrawal amount: $50,000;
            2.  Contract Value immediately prior to the withdrawal: $150,000
            3.  the Benefit Basis immediately prior to the withdrawal: $100,000
    o   So the proportion of the Benefit Basis withdrawn: ($50,000 /
        $150,000)*$100,000 = $33,333.33
    o   Therefore the Benefit Basis is adjusted to $50,000 ($100,000 prior basis
        less $50,000 adjustment calculated above).

EXAMPLE 3 (WITHDRAWAL WHEN THE CONTRACT VALUE IS LESS THAN THE BENEFIT BASIS):
Starting with the Base Assumptions, the Owner withdraws $50,000 and Contract
Value is $80,000 at the time of the withdrawal (no prior withdrawals have
occurred).

    o   The adjustment to the Benefit Basis is $62,500 which is the greater of:
    o   The prior Benefit Basis less the withdrawal of $50,000; or
    o   The proportion of the Benefit Basis withdrawn of $62,500. This is
        calculated as (1) divided by (2) with the result multiplied by (3):
            1.  partial withdrawal amount: $50,000;
            2.  Contract Value immediately prior to the withdrawal: $80,000
            3.  the Benefit Basis immediately prior to the withdrawal: $100,000
    o   So the proportion of the Benefit Basis withdrawn: ($50,000 /
        $80,000)*$100,000 = $62,500
    o   Therefore the Benefit Basis is adjusted to $37,500 ($100,000 prior basis
        less $62,500 adjustment calculated above).

                                       K-2


                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS
================================================================================

ADDITIONAL CONTRACT PROVISIONS

    The Contract

    Incontestability

    Misstatement of Age or Gender

    Participation

    Section 403(b) Contract Loans

PRINCIPAL UNDERWRITER

VARIABLE INCOME PAYMENTS

    Assumed Investment Rate

    Amount of Variable Income Payments

    Income Unit Value

OTHER INFORMATION

EXPERTS

FINANCIAL STATEMENTS

You may obtain a copy of the Statement of Additional Information free of charge
by writing to us at 2000 Heritage Way, Waverly, Iowa 50677-9202 or calling us at
1-800-798-5500.

                                       S-1