CONTRACT

- --------------------------------------------------------------------------------
Pruco Life Insurance Company
Phoenix, Arizona 85014
A Stock Company Subsidiary of
ThePrudential [Logo] The Prudential Insurance Company of America

Annuitant(s) JOHN DOE XX XXX XXX Contract Number
MARY DOE SEPTEMBER 1, 1995 Contract Date
Annuity Date SEPTEMBER 1, 2050

Agency R-NK 1

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


This is an annuity contract. Subject to the provisions of the contract, and in
consideration of any purchase payment you make and we accept, we will make
annuity payments starting on the Annuity Date we show above.

Please read the contract carefully; it is a legal contract between you and Pruco
Life Insurance Company. Expense charges applicable to the contract are shown on
a Contract Data page. If you have a question about the contract, or a claim, see
one of our representatives or get in touch with one of our offices.

Benefits and values under this contract may be on a variable basis. Amounts
directed into one or more of the variable investment options will reflect the
investment experience of those investment options. They are subject to change
both up and down and are not guaranteed as to dollar amount. Amounts directed
into the market-value-adjustment option(s) may be adjusted upward or downward by
the application of a market-value-adjustment formula. See the Market-Value
Adjustment (MVA) provision for a description of the formula, and the values
available without an adjustment.

10 Day Right to Cancel Contract.--If you return this contract to us not later
than 10 days after you receive it, we will return your money in accordance with
applicable law and the contract will be canceled. All you have to do is take it
or mail it to one of our offices or to the representative who sold it to you.

Signed for Pruco Life Insurance Company,
an Arizona Corporation.

SPECIMEN SPECIMEN

Secretary President

Variable Annuity Contract with Flexible Purchase Payments. Annuity payments
starting on Annuity Date. Benefit payable as stated upon death before Annuity
Date. Contract values reflect investment results. Market-Value-Adjustment
option(s) subject to market-value adjustments. Eligible for annual dividends as
stated under Participation.

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

II-5


GUIDE TO CONTENTS
Page
----
Contract Data ............................................................. 3
Basic Contract Data, Including Individuals Covered by the Contract,
Contract Minimums, Charges, Available Investment Options, and Initial
Allocations

Definitions ............................................................... 5

Purchase Payments ......................................................... 5
When Permitted; Invested Purchase Payments; Allocations

Interest-Rate Investment Options .......................................... 6
Options Available; Interest Rates; Interest Cell

Variable Investment Options ............................................... 7
Variable Separate Account; Separate Account Investments; Variable
Investment Options

Contract Fund ............................................................. 7

Market-Value Adjustment (MVA) ............................................. 8
Market-Value Adjustment (MVA); Market-Value Factor; Effect of
Market-Value Adjustment

Transfers ................................................................. 9

Withdrawals ............................................................... 10
Amount Available for Withdrawal; Withdrawal Charges; Allocation of
Withdrawals; Charge-Free Amounts; Waiver of Withdrawal Charges

Beneficiary ............................................................... 11

Death Of Annuitant Before Annuity Date .................................... 12

Death of Annuitant On or After Annuity Date ............................... 12

Payout Provisions ......................................................... 13
Choosing an Option; Options Described; Other Payout Options; When No
Option Chosen; Interest Rate; Withdrawal Charges

Annuity Settlement Tables ................................................. 14
Amounts Payable

General Provisions ........................................................ 15
Quarterly Report; The Contract; Contract Modifications; Change of
Annuity Date; Ownership and Control; Currency; Misstatement of Age or
Sex; Incontestability; Proof of Life or Death; Assignment; Deferring
Payment; Changes; Participation (Dividends); Terminally Ill; Eligible
Nursing Home; Eligible Hospital

Page 2

II-6


CONTRACT DATA
Annuitant(s)

First Annuitant

JOHN DOE Male, Issue Age 35

Co-Annuitant

MARY DOE Female, Issue Age 35

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

Basic Contract Information

Contract Number xx xxx xxx
Contract Date September 1, 1995
Annuity Date September 1, 2050
Beneficiary Class 1 Robert Doe, son of Annuitants
Class 2 Susan Smith, sister of Mary Doe

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

Purchase Payments

The purchase payment paid on the Contract Date is $10,000.00.

The minimum initial purchase payment is $10,000.00.
The minimum subsequent purchase payment is $1,000.00.

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

Other Minimums

The minimum withdrawal amount is $500.00.

The Minimum Interest Crediting Rate on Interest-Rate Investment Options
is 3%.

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

Expense Charges

The expense charges deducted from the contract fund (see the Contract Fund
provision for a complete description of the fund and how it increases and
decreases) are:

CONTRACT DATA CONTINUED ON NEXT PAGE

Page 3 (VFM-95)

II-7

CONTRACT NO. XX XXX XXX

CONTRACT DATA CONTINUED

Daily Mortality and Expense Risk Charge - the maximum daily charge is
.00340349%, which is equivalent to an annual rate of 1.25%.

Daily Administrative Charge -- the maximum daily charge is .00041065%,
which is equivalent to an annual rate of .15%.

Annual Administrative Charge -- the charge is $25.00. It is deducted on the
Contract Anniversary and when a surrender (i.e., full withdrawal) of the
contract occurs, if the contract fund at the time is then less than
$50,000.00.

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

Transaction Charge

The transaction charge for each transfer after the first 12 in a contract
year is $25.00.

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

Withdrawal Charge

The withdrawal charge (see the Withdrawals provision for a full discussion
of how this charge is applied) is a percentage of the amount withdrawn that
is subject to the charge, and depends on the Contract Year in which the
withdrawal is made.

Year of Withdrawal Withdrawal Charge
------------------ ----------------
1 7%
2 6%
3 5%
4 4%
5 3%
6 2%
7 1%
8 and later 0%

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

CONTRACT DATA CONTINUED ON NEXT PAGE


Page 3A (VFM-95)

II-8


CONTRACT DATA CONTINUED

CONTRACT NO. XX XXX XXX

Investment Options

Interest-Rate Investment Options

As of the contract date, two interest-rate investment options are
available, a one-year fixed-interest-rate option (the Fixed-Rate option)
and a seven year market-value-adjustment option (the MVA option). Interest
is credited at declared rates to amounts held in each of these options. For
the MVA option, if money is withdrawn prior to the end of the maturity
date, there will be a market-value adjustment, which may increase or
decrease the value of amounts in that option.

Variable Investment Options

The following variable investment options are available through allocation
to subaccounts of the Pruco Life Flexible Premium Variable Annuity Account.
Each subaccount invests in a portfolio of the Prudential Series Fund, Inc.

Variable Investment Options [Subaccounts) Available
---------------------------------------------------
Money Market Aggressively Managed Flexible
Bond Conservatively Managed Flexible
High Yield Bond Global Equity
Common Stock Growth Stock
High Dividend Stock Natural Resources
Small Capitalization Stock

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

Initial Allocation of Invested Premium Amounts

Bonds 60%
Conservatively Managed Flexible 20%
One-Year Fixed-Rate Option 10%
Seven-Year MVA Option 10%

For any portion of the purchase payment allocated on the Contract Date to
an interest-rate investment option, the interest rates are:

One-Year Fixed-Rate Option 6%
Seven-Year MVA Option 8%

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

END OF CONTRACT DATA
Page 3B (VFM-95)

II-9


CONTRACT NO. XX XXX XXX
ENDORSEMENTS

(Only we can endorse this contract.)


Page 4 (95)

II-10

- -------------------------------------------------------------------------------
DEFINITIONS

We, Our, and Us.--Pruco Life Insurance Company, an Arizona
corporation, or any affiliated company.

You and Your.--The owner of the contract.

Annuitant(s).--The person or persons named on the first page. If
two persons are named, one of the two is named on page 3 as First
Annuitant, the other as Co-Annuitant. In that case, the
Beneficiary provision of the contract will be based on the death
of the last survivor of the persons so named.

Payee.--A beneficiary who has a right to receive a settlement
under this contract.

SEC.--The Securities and Exchange Commission.

Contract Date.--The date we receive the initial purchase payment.
We show the Contract Date on page 3.

Contract Anniversary.--The same day and month as the Contract
Date in each later year.

Contract Year.--A year which starts on the Contract Date or on a
Contract Anniversary.

Business Day.--Any day the New York Stock Exchange is open for
business.

Annuity Date.--The date our first annuity payment to you is due.
We show the Annuity Date on page 3.

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

PURCHASE PAYMENTS

When Permitted The initial purchase payment must be paid on the Contract Date.
Subsequent purchase payments may be made at any time before the
Annuity Date. Minimum purchase payment amounts are shown on a
Contract Data page; we reserve the right to establish a maximum
amount.

Invested Corresponding to each purchase payment, there is an "invested
Purchase purchase payment." This is the balance of the purchase payment
Payments after we make any applicable deduction for: (1) state and local
premium taxes; and (2) any other type of tax (or component
thereof) measured by or based upon the amount of the purchase
payment we receive.

Allocations You may allocate all or a part of an invested purchase payment to
one or more of the investment options described below. The
allocation of the initial invested purchase payment is shown on a
Contract Data page. You may change the allocation of future
invested purchase payments at any time. The change will take
effect on the date we receive your request. If, after the initial
purchase payment, we receive a purchase payment without
allocation instructions, we will allocate the corresponding
invested purchase payment in the same proportion as the most
recent purchase payment you made (unless that was a purchase
payment you directed us to allocate on a one-time-only basis).

We reserve the right to establish minimum percentage and dollar
amounts for invested purchase payment allocations.

Page 5

II-11


- -------------------------------------------------------------------------------
INTEREST-RATE INVESTMENT OPTIONS

Options As shown on a Contract Data page, two types of interest-rate
Available investment options were available on the Contract Date:
fixed-interest-rate option (Fixed-Rate option) and market-value
adjustment option (MVA option). We may add other options in the
future. Each option may be divided into interest cells (described
below).

Interest Rates The annual interest rates applicable to the interest-rate
investment options on the Contract Date are shown on a Contract
Data page. We will credit interest each day on amounts allocated
to any of these options at the daily equivalent of the rate shown
for that option. Interest rates for future allocations or
transfers to interest-rate investment options will be declared
when those allocations or transfers are made. The declared rates
will never be less than the Minimum Interest Crediting Rate shown
on a Contract Data page.

Interest Cell An interest cell is created whenever you allocate or transfer an
amount to an interest-rate investment option. We credit interest
to the amount in each interest cell daily at a specific rate
declared for that interest cell until the earliest of: the date
it is withdrawn; the date it is transferred to another investment
option; the maturity date (the date the cell was established plus
the number of years it is expected to remain in effect); and the
date as of which a death benefit is determined. An interest
cell's declared rate is guaranteed if the amount in that cell is
held to maturity. Withdrawals and transfers from an MVA interest
cell are subject to market-value adjustments, which may increase
or decrease the cell's value. Withdrawals may also be subject to
a withdrawal charge, which is described in Withdrawals below.

At the maturity date of an interest cell, you may elect to
transfer the amount in the cell into any of the investment
options available on that date. Once you have made an election
and we have received it, it may not be reversed. If you do not
make an election to transfer within 30 days following the
maturity date, we will transfer the amount in the interest cell
on the maturity date to an interest-rate investment option with
the same duration to maturity as the maturing interest cell.

Amounts that are transferred into the same interest-rate
investment option during the 30-day period will receive the
appropriate rate for that option, effective as of the maturity
date. Amounts that you withdraw, or transfer into any different
investment option, during the 30-day period will receive interest
from the maturity date to the date of withdrawal or transfer at
the rate that would have applied to those amounts if you had
taken no action within the 30-day period.

Page 6

II-12

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

VARIABLE INVESTMENT OPTIONS

Variable "Variable Separate Account" refers to the Pruco Life Flexible
Separate Premium Variable Annuity Account, its successors, if any, and any
Account other variable separate accounts we add in the future. We
established this account to hold and invest the assets that
support this contract and variable annuity contracts like this
one. The Variable Separate Account is divided into divisions
called "subaccounts," and the subaccounts available to you on the
Contract Date are listed on a Contract Data page. We may
establish additional subaccounts.

Any income and realized or unrealized gains and losses in a
subaccount are credited to or charged against that subaccount.
This is without regard to income, gains, or losses in other
investment options.

Separate We may invest the assets of different subaccounts in different
Account ways than are shown on a Contract Data page. We will do so only
Investments with the consent of the SEC and, if required, of the insurance
regulator where this contract is delivered.

We will always keep assets in the Variable Separate Account with
a total value at least equal to the amount credited to all the
subaccounts under contracts like this one. That portion of the
assets of the Variable Separate Account equal to the reserves and
other contract liabilities with respect to the Variable Separate
Account shall not be chargeable with liabilities or obligations
arising out of any other business we conduct. To the extent that
those assets exceed that amount, we may use them in any way we
choose.

Variable We show the options available on the Contract Date on a Contract
Investment Data page. We may offer additional options.
Options

- -------------------------------------------------------------------------------
CONTRACT FUND

The term "contract fund" refers to the total of all amounts
credited to your contract as of any date as a result of your
initial purchase payment and the increases and decreases
described below. Note that this is not the same as the "cash
value" of the contract, which is described under Withdrawals
below.

On the contract date, the contract fund is equal to the initial
invested purchase payment. After that, the fund as of any day is
determined by starting with the fund at the end of the previous
day and adjusting it for items that increase it or decrease it.

Items that increase the contract fund are: invested purchase
payments; positive investment results in a variable investment
option; interest credited to an interest-rate investment option;
and any positive market-value adjustment associated with a
transfer or withdrawal.

Items that decrease the contract fund are: withdrawals and the
charges associated with them; negative investment results in a
variable investment option; mortality and expense risk charges;
administration charges; any applicable federal, state, or local
taxes charged to the contract; and any negative market-value
adjustment associated with a transfer or withdrawal.

Investment results are credited daily. Mortality and expense risk
charges are deducted daily. There are two administration charges:
one is deducted daily, and one is deducted on the Contract
Anniversary and at the time of a surrender. Other charges may be
assessed only if the appropriate event occurs. The maximum
charges we may deduct are shown on a Contact Data page.

Page 7

II-13

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

MARKET-VALUE ADJUSTMENT (MVA)

Market-Value The market-value adjustment (MVA) is made when a withdrawal or
Adjustment transfer is requested from an MVA option. It is used to calculate
(MVA) the amount available for withdrawal or transfer, and the amount
remaining after the withdrawal or transfer. It applies only to
the interest cell from which the withdrawal or transfer is made
(no market-value adjustment will apply to an interest cell in the
event of a withdrawal or transfer within the 30-day period
following the cell's maturity).

We determine the amount available for withdrawal from a cell in
two steps. We first determine a "market-value factor." This is
based on the time remaining to maturity of the interest cell and
the difference between the declared interest rate for that cell
and a current rate that we establish. We then multiply that
interest cell's portion of the contract fund by the sum of 1 plus
the market-value factor. The formula for the market-value factor
is shown below.

To calculate the interest cell's portion of the contract fund
after the withdrawal or transfer, we first subtract the amount
withdrawn or transferred (including any charges) from the
interest cell's original portion of the contract fund. The
remaining amount, divided by the sum of 1 plus the market-value
factor, is the interest cell's portion of the contract fund after
the withdrawal or transfer.

Market-Value The market-value factor is determined as: (M/12)x(R-C), where:
Factor

(M) is the number of whole months (not less than one) to the
interest cell's maturity date;

(R) is the interest cell's declared interest rate expressed as a
decimal; for example, 5 percent = .05; and

(C) is the current rate referred to above, in effect on the date
of the withdrawal or transfer, for a period to maturity one
year longer than the number of whole years remaining until
the interest cell's maturity date as of the date we receive
your request. This rate is also expressed as a decimal.

The market-value factor will never be greater than 0.4 or less
than minus 0.4.

Effect of If the current interest rate is higher than the interest cell's
Market-Value declared interest rate, the market-value factor will be negative,
Adjustment and we will reduce the contract fund by more than the sum of the
withdrawal and the withdrawal charge. If the current rate is
lower, the market-value factor will be positive, and we will
reduce the contract fund by less than the sum of the withdrawal
and the withdrawal charge.

Page 8

II-14


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

TRANSFERS

You may transfer amounts into or out of investment options,
subject to the following restrictions:

1. We impose a transaction charge, shown on a Contract Data
page, if you make more than 12 transfers in a Contract Year.
The charge is taken pro-rata from the investment options
from which the transfer is made.

2. You may not make a transfer from an interest cell in the
Fixed-Rate option, except during the 30-day period following
the cell's maturity date, or under a plan for periodic
transfers that we make available to all owners of contracts
like this one.

3. You may not make a transfer from an investment option to the
same investment option.

The transfer will take effect as of the end of the valuation
period on the date we receive valid notification from you, if
that is a Business Day. Otherwise, it will take effect on the
next Business Day. A valuation period is the period of time from
one determination of the value of the amount invested in a
subaccount to the next such determination. Such determinations
are made once each Business Day, generally at 4:15 p.m., New York
City time.

Any amount transferred from an MVA cell is subject to a
market-value adjustment, unless the transfer is made in the
30-day period following the maturity date of the interest cell.
If you do not direct us otherwise, when we transfer money from a
Fixed-Rate option or MVA option, we will take the money first
from the oldest eligible interest cell in the option.

Page 9

II-15

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

WITHDRAWALS

Amount You may make a withdrawal at any time prior to the Annuity Date
Available while at least one Annuitant is living (the minimum withdrawal
for amount is shown on a Contract Data page). The total amount
Withdrawal available for withdrawal at any time is the "cash value" of the
contract. The cash value is equal to the contract fund, plus or
minus the market-value adjustment of all amounts in MVA options,
minus the withdrawal charge and the administrative charge that
may apply for a surrender of the contract.

Withdrawal A withdrawal charge may apply if you make a withdrawal during the
Charges first seven Contract Years. The amount of the charge is a
percentage, shown on a Contract Data page, of any amount to be
withdrawn in excess of the applicable charge-free amount
described below. If you ask for a withdrawal of a specific dollar
amount, we will deduct enough from the contract fund to provide
the withdrawal charge and provide you the amount you asked for.
If you request a percentage withdrawal, unless you direct
otherwise, we will apply that withdrawal pro-rata across all
investment options. The requested percentage will be applied to
each investment option in determining the gross amount withdrawn.
In this instance, any applicable withdrawal charge, in addition
to the withdrawal, will be applied pro-rata across all investment
options. The withdrawal charge will never be greater than that
permitted by any applicable law or regulation.

Allocation of You may direct that a withdrawal be made from either an
Withdrawals interest-rate investment option, a variable investment option, or
both. If you direct that some or all of a withdrawal be made from
an interest-rate investment option, you may direct that the
withdrawal be made from a specific interest cell or cells.

If you do not specify the investment option or options from which
the withdrawal is to be made, here is how we will allocate the
withdrawal. We will take the withdrawal (and the withdrawal
charge) on a pro-rata basis from all investment options. Within
the interest-rate investment options, we will take the withdrawal
first from the oldest eligible interest cell or cells in those
options.

Charge-Free Certain amounts (the charge-free amounts) may be withdrawn
Amounts without incurring a withdrawal charge. The charge-free amount
available in any current Contract Year is equal to:

(a) 10% of any portion of total purchase payments made in the
current and all prior Contract Years in excess of total
purchase payments withdrawn in prior Contract Years; plus

(b) any charge-free amount available in the prior Contract Year
that has not been withdrawn; plus

(c) any portion of the withdrawal amount in excess of: the sum
of all purchase payments made reduced by the amount of all
prior withdrawals.

For purposes of determining withdrawal charges and charge-free
amounts, withdrawals are always assumed to come first from
purchase payments.

Waiver of We will waive all withdrawal charges upon receipt of due proof
Withdrawal that a sole or last surviving Annuitant is Terminally Ill, or has
Charges been confined to an Eligible Nursing Home or Hospital
continuously for at least three months. See the General
Provisions for definitions of these terms. This waiver is not
available if the contract has been assigned.

Page 10

II-16
- -------------------------------------------------------------------------------

BENEFICIARY

You may designate or change a beneficiary to receive any amount
due if the sole or last surviving Annuitant dies before the
Annuity Date. You may initiate a change to the beneficiary
designation by completing a change form, which you can obtain
from us or from your representative. We may also ask you to send
us the contract. The change will take effect only when we process
the request. Then any previous beneficiary's interest will end as
of the date of the request, even if no Annuitant is living when
we process the request. Any beneficiary's interest is subject to
the rights of any assignee we know of.

When a beneficiary is designated, any relationship shown is to
the Annuitant (First Annuitant if two Annuitants are named on
page 3) unless otherwise specified.

To show priority among beneficiaries, we will use numbered
classes, so that the class with first priority is called class 1,
the class with next priority is called class 2, and so on. If two
Annuitants are named on page 3, the term "Annuitant" refers to
the last surviving Annuitant. The following statements apply to
beneficiaries unless a Contract Data page, contract endorsement
or change request that we have processed specifies otherwise:

1. One who survives the Annuitant will have the right to be
paid only if no one in a prior class survives the Annuitant.

2. One who has the right to be paid will be the only one paid
if no one else in the same class survives the Annuitant.

3. Two or more in the same class who have the right to be paid
will be paid in equal shares.

4. If none survives the Annuitant, we will pay in one sum to
the Annuitant's estate.

Before we make a payment, we have the right to decide what proof
we need of the identity, age or any other facts about any persons
designated as beneficiaries. If beneficiaries are not designated
by name and we make payment(s) based on that proof, we will not
have to make the payment(s) again.

Page 11

II-17
- -------------------------------------------------------------------------------

DEATH OF ANNUITANT BEFORE ANNUITY DATE

If a sole or last surviving Annuitant dies before the Annuity
Date, then, when we receive due proof of death and any other
documentation we need, the beneficiary is entitled to receive a
death benefit equal to the greatest of:

(a) the contract fund as of the date we receive due proof of
death and any other documentation we need;

(b) the total invested purchase payments made less the total
withdrawals made (including withdrawal charges); and

(c) The minimum guaranteed death benefit less certain
withdrawals described below. On the third Contract
Anniversary, we set the minimum guaranteed death benefit
equal to the contract fund. On each subsequent triennial
Contract Anniversary, the minimum guaranteed death benefit
is reset to the greater of: (1) the previous minimum
guaranteed death benefit less total withdrawals made in the
prior three Contract Years; and (2) the contract fund as of
that Contract Anniversary. For death occurring between
triennial Contract Anniversaries, we subtract from the
minimum guaranteed death benefit any withdrawals made since
the latest triennial Contract Anniversary.

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

DEATH OF ANNUITANT ON OR AFTER ANNUITY DATE

If an Annuitant dies on or after the Annuity Date, the payout
provision then in effect will govern whether and to whom we will
make any payment.

Page 12

II-18

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

PAYOUT PROVISIONS

Choosing an You may use the contract fund as of the Annuity Date, plus or
Option minus any market-value adjustment, to provide an income to the
Annuitant(s) by choosing one or more of the options we describe
below at any time before the Annuity Date. But, for any annuity
option, we will first deduct any charge for taxes attributable to
premiums, and any applicable withdrawal charges, described below.
We offer the same annuity options to the Payee that we offer to
an Annuitant. And we determine monthly payments for the Payee in
the same way we do for an Annuitant.

Your right to choose an option is subject to all these
conditions: (1) You must ask for the option in writing and in a
form which meets our needs. (2) You must send the contract to us
to be endorsed. (3) If we require it, you must give us due proof
of the date of birth of the person on whose life an annuity
payment is based. (4) We must have your request, the contract and
any required due proof(s) of the date(s) of birth before the
Annuity Date.

The option you choose will take effect on the Annuity Date if:
(1) the person on whose life the annuity is to be based is living
on that date; (2) the first payment under the option will be at
least $50; and (3) you do not void the choice by making a later
choice before the Annuity Date.

If two Annuitants are named in the contract and both are living,
payment will be based on the life of the First Annuitant, as
named on page 3.

Options When we use the word Annuitant in the following paragraphs we
Described mean the Annuitant for whom the annuity described was chosen and
who is to receive payment under the annuity.

For an Annuitant, the first payment under these options will be
made on the Annuity Date.

For a Payee, unless a later date is requested, the first payment
will be made on the first day of the earliest calendar month on
or after the day we have received the request for the payout and
due proof of the Annuitant's death and such claim forms and other
evidence as may be satisfactory to us.

Here are the options we offer. We may also consent to other
arrangements.

Option 1 We will make equal payments for up to 25 years. The Option 1
(Install- Table shows the minimum amounts we will pay.
ments for a
Fixed
Period)

Option 2 We will make monthly payments for as long as the person on whose
(Life life the payout is based lives, with payments certain for 120
Income) months. The Option 2 Table shows the minimum amounts we will pay.

Option 3 We will hold an amount at interest at the rate indicated below.
(Interest At your choice, we will pay the interest annually, semi-annually,
Payment) quarterly, or monthly.

Other Payout We may offer other payout options. Contact one of our
Options representatives or one of our offices for information.

When No If no choice takes effect on the Annuity Date, payout under
Option Option 3 (Interest Payment Option) will become effective.
Chosen


Interest Rate Payments under any of the options will be calculated assuming an
effective interest rate of at least 3% a year. We may include
more interest.

Withdrawal If you choose Option 1 or Option 3, we will apply a withdrawal
Charges charge in the same way as we would if you had made a withdrawal
(see Withdrawals). Any amount used to provide income under Option
2 may be withdrawn without charge. If you choose any other method
of payment not described in this contract, we will tell you if it
is subject to a withdrawal charge.

Page 13

II-19
- -------------------------------------------------------------------------------

ANNUITY SETTLEMENT TABLES

Amounts For Options 1 and 2, we will use the table below to compute the
Payable minimum amount of the annuity payment.

If the Annuity Date is not a Contract Anniversary, we will adjust
the amounts accordingly.

When we computed the amounts we show in the Option 2 Table, we
adjusted the 1983 Table a to an age last birthday basis, less
three years; we used an interest rate of 3-1/2% per year. If
the age is over 80, the rate for age 80 will be used.


OPTION 1 TABLE

MINIMUN AMOUNT OF
MONTHLY PAYMENT FOR
EACH $1,000, THE FIRST
PAYABLE IMMEDIATELY
-----------------------
Number Monthly
of Years Payment
---------- ---------
1 $84.65
2 43.05
3 29.19
4 22.27
5 18.12

6 15.35
7 13.38
8 11.90
9 10.75
10 9.83

11 9.09
12 8.46
13 7.94
14 7.49
15 7.10

16 6.76
17 6.47
18 6.20
19 5.97
20 5.75

21 5.56
22 5.39
23 5.24
24 5.09
25 4.96

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

Multiply the monthly amount
by 2.989 for quarterly,
5.952 for semi-annual or
11.804 for annual.


OPTION 2 TABLE
Amount of Annunity Payment for
each $1,000 applied on the Annuity Date

AGE MALE FEMALE AGE MALE FEMALE
================================================================================
41 $3.88 $3.67 61 $5.25 $4.79
42 3.92 3.70 62 5.36 4.89
43 3.97 3.74 63 5.48 4.98
44 4.01 3.78 64 5.60 5.09
45 4.06 3.82 65 5.73 5.20
46 4.12 3.86 66 5.87 5.31
47 4.17 3.90 67 6.01 5.43
48 4.23 3.94 68 6.15 5.56
49 4.28 3.99 69 6.30 5.70
50 4.35 4.04 70 6.46 5.84
51 4.41 4.09 71 6.62 5.99
52 4.48 4.15 72 6.79 6.15
53 4.55 4.21 73 6.96 6.31
54 4.62 4.27 74 7.13 6.49
55 4.70 4.33 75 7.30 6.67
56 4.78 4.40 76 7.48 6.85
57 4.86 4.47 77 7.66 7.04
58 4.95 4.54 78 7.83 7.24
59 5.05 4.62 79 8.00 7.44
60 5.15 4.71 80 8.17 7.64



Page 14

II-20
- -------------------------------------------------------------------------------

GENERAL PROVISIONS

Quarterly We will send you a report four times each calendar year until the
Report Annuity Date. It will show the contract fund, the cash value, the
death benefit as of the report date, the guaranteed minimum death
benefit as of the report date, interest and any other credits
applied during the period covered by the report, and charges and
withdrawals during the period covered by the report. The report
will include any other data that may be required where this
contract is delivered. You may ask for a report like this at any
time. But, except for the four reports we send you during the
year, we have the right to charge a fee for each report.

The Contract This document forms the whole contract.

Contract Only one of our officers with the rank or title of vice president
Modifications or above may agree to modify this contract, and then only in
writing.

Change of You may change your Annuity Date if we consent. Any such change
Annuity Date will be subject to conditions that we then determine.

Ownership and Unless we endorse this contract to say otherwise: (1) the
Control Annuitant (the First Annuitant, if two are named) is the owner of
the contract; (2) while any Annuitant is living the owner alone
is entitled to any contract benefit and value, and the exercise
of any right or privilege granted by the contract or by us; (3)
if two Annuitants are named and the First Annuitant dies while
the Co-Annuitant is living, the Co-Annuitant will become the
owner; and (4) if there is no Co-Annuitant and no contingent
owner has been named, on the death of the owner, the beneficiary
becomes the owner for purposes of Section 72 (s) of the Internal
Revenue Code of 1986, as amended, or any successor provision.

Currency Any money we pay, or which is paid to us, must be in United
States currency.

Misstatement If any Annuitant's stated sex or date of birth or both are not
of Age or correct, we will change each benefit and the amount of each
Sex annuity payment to that which the total purchase payment amounts
would have bought for the correct sex and date of birth. Also, we
will adjust the amount of any payments we have already made. Here
is how we will do it: (1) We will deduct any overpayments, with
interest at 5% a year, from any payment(s) due then or later. (2)
We will add any underpayments, with interest at 5% a year, to the
next payment we make after we receive proof of the correct sex
and date of birth.

Incontest- We will not contest this contract. We consider all statements
ability made in the application for this contract to be representations,
not warranties.

Proof of Life Before we make a payment, we have the right to require proof of
or Death continued life or proof of death, and any other documentation we
need to make the payment, for any person whose life or death
determines whether or to whom we must make the payment.

Page 15

II-21

Assignment We are under no obligation to comply with or honor an assignment
unless we receive it, or a copy of it. We are not obliged to see
that an assignment is valid or sufficient. If any Annuitant is
living on the Annuity Date and an assignment is in effect on that
date, we have the right to pay the cash value in one sum to the
assignee.

This contract may not be assigned to a tax-qualified retirement
plan or program without our approval.

Deferring We will usually pay any death benefit or withdrawal promptly. If
Payment the death benefit or withdrawal is to be paid from a variable
investment option, we have the right to defer that payment for
any period during which the New York Stock Exchange is closed for
trading (except for normal holiday closing) or when the
Securities and Exchange Commission has determined that a state of
emergency exists which may make payment of the death benefit or
withdrawal impractical.

Changes We reserve the right, upon 90 days notice to you to:

1. restrict or refuse to accept any purchase payment;

2. establish minimum percentage and dollar amounts for invested
purchase payment allocations;

3. change any or all terms and provisions of the Annuity
Settlement Tables, but only with respect to any portion of
an annuity settlement deriving from purchase payments made
on or after the effective date of the change and from
earnings on those purchase payments; and

4. make any changes required by law.

Participation This contract is eligible to participate in our divisible
(Dividends) surplus. We do not expect that any dividends will be payable on
or before the Annuity Date. While any payout provision or
arrangement is in effect, the contract will share in our surplus
to the extent and in the way we decide.

Page 16

II-22


Terminally Ill We consider someone terminally ill who has a life expectancy of
six months or less. Proof of Terminal Illness must include a
certification by a licensed physician.

Eligible An institution or special nursing unit of a hospital that meets
Nursing Home at least one of the following requirements:


1. It is Medicare approved as a provider of skilled nursing
care services;

2. It is licensed as a skilled nursing home or as an
intermediate care facility by the state it is located in; or

3. It meets all the following requirements:

(a) It is licensed as a nursing home by the state it is
located in;

(b) Its main function is to provide skilled, intermediate,
or custodial nursing care;

(c) It is engaged in providing continuous room and board
accommodations to 3 or more persons;

(d) It is under the supervision of a registered nurse (RN)
or licensed practical nurse (LPN);

(e) It maintains a daily medical record of each patient;
and

(f) It maintains control and records for all medications
dispensed.

Institutions that primarily provide residential facilities
are not eligible nursing homes.

Eligible An institution that meets either of the following requirements:
Hospital

1. It is accredited as a hospital under the Hospital
Accreditation Program of the Joint Commission on
Accreditation of Healthcare Organizations; or

2. It is legally operated, has 24-hour a day supervision by a
staff of doctors, has 24-hour a day nursing service by
registered graduate nurses, and either:

(a) It mainly provides general inpatient medical care and
treatment of sick and injured persons by the use of
medical, diagnostic and major surgical facilities. All
such facilities are located in it or are under its
control; or

(b) It mainly provides specialized inpatient medical care
and treatment of sick or injured persons by the use of
medical and diagnostic facilities (including x-ray and
laboratory). All such facilities are located in it, are
under its control, or are available to it under a
written agreement with a hospital (as defined above)
or with a specialized provider of these facilities.

An eligible hospital is not an institution, or part of one, that:
(a) furnishes mainly homelike or custodial care, or training in
the routines of daily living; or (b) is mainly a school.

Page 17

II-23


- -------------------------------------------------------------------------------
Variable Annuity Contract with Flexible Purchase Payments. Annuity payments
starting on Annuity Date. Benefit payable as stated upon death before Annuity
Date. Contract values reflect investment results. Market-Value-Adjustment option
subject to market-value adjustments. Eligible for annual dividends as stated
under Participation.

Page 18

II-24