Common use of THE VARIABLE ACCOUNT Clause in Contracts

THE VARIABLE ACCOUNT. The assets of the Variable Account shall be kept separate from Our other assets. We have the right to transfer to the General Account any assets of the Variable Account which are in excess of the reserves and other Policy liabilities of the Variable Account. Although the assets maintained in the Variable Account will not be charged with any liabilities arising out of any other business conducted by Us, all obligations arising under the Policy, including the promise to make all benefit payments, are Our general corporate obligations. At Our election, and subject to any necessary vote by those having voting rights, the Variable Account may be operated as a unit investment trust or a management company under the Investment Company Act of 1940. It may be registered under the Investment Company Act of 1940 or deregistered in the event registration is no longer required. In the event of any change in the operation of the Variable Account pursuant to this provision, We may make appropriate amendment to the contract to reflect the change and take such other action as may be necessary and appropriate to effect the change. SUB-ACCOUNTS. The assets of the Variable Account are divided into Sub-Accounts. Each Sub-Account corresponds to an investment choice described in Section 1. Each Sub-Account invests exclusively in a different investment portfolio. Income, gains and losses, whether or not realized, from the assets of each Sub-Account are credited or charged against that Sub-Account without regard to income, gains or losses in other Sub-Accounts of the Variable Account. All amounts allocated to the Variable Account will be used to purchase shares of one or more of the Funds, as You designate. Deductions and surrenders from the Variable Account will, in effect, be made by redeeming the number of Fund shares at net asset value equal in total value to the amount to be deducted. The Variable Account will be fully invested in Fund shares at all times. ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS. Shares of any or all of the portfolios may not always be available for purchase by the Sub-Accounts of the Variable Account, or We may decide that further investment in any such shares is no longer appropriate. In either event, shares of other registered open-end investment companies or unit investment trusts may be substituted both for Portfolio shares already purchased by the Variable Account and/or as the security to be purchased in the future, provided that these substitutions have been approved by the Securities and Exchange Commission. In addition, the investment policies of the Sub-Accounts will not be changed without the approval of the Insurance Commissioner of the State of Delaware. We also reserve the right to eliminate or combine existing Sub-Accounts or to transfer assets between Sub-Accounts. In the event of any substitution or other act pursuant to this provision, We may make appropriate amendment to the Policy to reflect the substitution. TRANSFERS BETWEEN SUB-ACCOUNTS. Subject to Our rules as they may exist from time to time and to any limits that may be imposed by the Funds, including those set forth in Section 1, You may at any time transfer to another Sub-Account all or a portion of the Account Value allocated to a Sub-Account. We will make transfers pursuant to an authorized written or telephone request to the Service Center. Telephone requests will be honored only if We have a properly completed telephone authorization form for You on file. We and Our agents and affiliates will not be responsible for losses resulting from acting upon telephone requests reasonably believed to be genuine. We will use reasonable procedures to confirm that instructions communicated by telephone are genuine. The procedures We follow for transactions initiated by telephone include requirements that You identify yourself by name and identify a personal identification number. Transfers may be requested by indicating the transfer of either a specified dollar amount or a specified percentage of the Sub-Account's value from which the transfer will be made. If You request a transfer based on a specified percentage of the Sub-Account's value, that percentage will be converted into a request for the transfer of a specified dollar amount based on application of the specified percentage to the Sub-Account's value at the time the request is received. Transfer privileges are subject to Our consent. We reserve the right to impose limitations on transfers, including, but not limited to: (1) the minimum amount that may be transferred; and (2) the minimum amount that may remain in a Sub- Account following a transfer from that Sub-Account.

THE VARIABLE ACCOUNT. The Variable Account - The Variable Account (Separate Account VA-5) is a separate account established and maintained by us for the investment of a portion of our assets pursuant to Section 10506 of the California Insurance Code. We will use the assets of the Variable Account shall be kept separate from Our other assetsto buy shares in the various Portfolios. We have the right Net Purchase Payments allocated to transfer to the General Account any assets one or more Sub-accounts of the Variable Account which will become a part of Separate Account VA-5. We are in excess of the reserves not, and other Policy liabilities of do not claim to be, a trustee with respect to the Variable Account. Although , the assets maintained of which are owned absolutely and exclusively by us. The assets in the Variable Account will shall not be charged chargeable with any liabilities arising out of any other business conducted by Usof the Company, all obligations arising under except to the Policy, including extent that they exceed the promise to make all benefit payments, are Our general corporate obligations. At Our election, reserves and subject to any necessary vote by those having voting rights, the Variable Account may be operated as a unit investment trust or a management company under the Investment Company Act of 1940. It may be registered under the Investment Company Act of 1940 or deregistered in the event registration is no longer required. In the event of any change in the operation other liabilities of the Variable Account pursuant to this provision, We may make appropriate amendment to the contract to reflect the change and take such other action as may be necessary and appropriate to effect the change. SUB-ACCOUNTSAccount. The assets of the Variable Account maintained under this contract and under all other contracts of this type will be kept separate from the assets held in our general account and are divided into Sub-Accounts. Each Sub-Account corresponds not subject to an investment choice described in Section 1. Each Sub-Account invests exclusively in a different investment portfoliothe claims of the general creditors of the Company. Income, gains and losses, whether or not realized, from assets in the assets of each Sub-Variable Account are credited to, or charged against that Sub-against, the Variable Account without regard to other income, gains or losses of the Company. We will hold assets in the Variable Account with a value at least equal to the total liability for the Variable Account under this and all other contracts of this type. To the extent those assets do not exceed this total, we will use them to support only those contracts and will not use those assets to support any other business. We may use any excess over this amount at our sole discretion. For all purposes under the contract, we will determine the value of the assets in the Variable Account at the end of each Valuation Day. To determine the value of an asset on a day that is not a Valuation Day, we will use the value of that asset as of the end of the next Valuation Day. Sub-Accounts accounts - The Variable Account contains several Sub-accounts, each of which invests solely in the shares of a specified Portfolio. Income, gains and losses, whether or not realized, from assets in the Sub-accounts are credited to, or charged against, the Sub-accounts without regard to other income, gains or losses of the Company. The Sub-accounts available under this contract are shown in Schedule A. We cannot and do not guarantee that any of the Sub-accounts of the Variable Account will always be available for investment. We reserve the right, subject to compliance with applicable federal or state law, rules or regulations, to make additions to, deletions from, or substitutions for, the Sub-accounts, or the Portfolio shares held by a Sub-account of the Variable Account if such Portfolio shares are no longer available for investment, or if we determine that continued investment in such Portfolio would be inappropriate or inconsistent with the purposes of the Variable Account. All amounts allocated We will not substitute any shares attributable to the Variable Account will be used to purchase shares of one or more of the Funds, as You designate. Deductions and surrenders from the Variable Account will, Owner’s interest in effect, be made by redeeming the number of Fund shares at net asset value equal in total value a Sub-account without advance written notice to the amount to be deducted. The Variable Account will be fully invested in Fund shares at all times. ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS. Shares Owner and prior approval of any or all of the portfolios may not always be available for purchase by the Sub-Accounts of the Variable Account, or We may decide that further investment in any such shares is no longer appropriate. In either event, shares of other registered open-end investment companies or unit investment trusts may be substituted both for Portfolio shares already purchased by the Variable Account and/or as the security to be purchased in the future, provided that these substitutions have been approved by the Securities and Exchange Commission, to the extent required by the Investment Company Act of 1940 (the “1940 Act”). In additionNothing contained herein shall prevent the Variable Account from purchasing other securities for other series or classes of variable contracts, or from effecting an exchange between series or classes of variable contracts on the investment policies basis of requests made by the Sub-Accounts will not be changed without the approval of the Insurance Commissioner of the State of DelawareOwner. We also reserve the right to eliminate or combine existing establish additional Sub-Accounts or accounts, each of which would invest solely in shares of other Portfolios. If we decide to transfer assets between make those Sub-Accounts. In the event of any substitution or other act pursuant to accounts available under this provisioncontract, We may make appropriate amendment we will send written notification to the Policy Owner. The Owner may instruct us to reflect the substitution. TRANSFERS BETWEEN SUB-ACCOUNTS. Subject allocate future Purchase Payments to Our rules as they may exist from time to time and to any limits that may be imposed by the Funds, including those set forth in Section 1, You may at any time transfer to another Sub-Account accounts, or transfer all or a portion of the Account Value to those Sub-accounts, subject to the terms and conditions described under the Transfer Provisions on Page 10 and by the Portfolio. In the event of any addition, deletion or substitution of any Sub-account of the Variable Account, we may, by appropriate endorsement, make such changes to the contract as may be necessary to reflect such addition, deletion or substitution. If we deem it to be in the best interest of Owners who have voting rights, the Variable Account may be: (a) operated as a management company under the 1940 Act or any other form permitted by law; (b) de-registered under the 1940 Act in the event such registration is no longer required; or (c) combined with one or more other separate accounts. Variable Accumulation Units - Net Purchase Payments and transfers allocated to a Sub-Accountaccount are used to purchase Variable Accumulation Units in that Sub-account. We will make transfers pursuant The number of Variable Accumulation Units to an authorized written or telephone request be credited to the Service Center. Telephone requests each Sub-account will be honored only if We have a properly completed telephone authorization form for You on file. We and Our agents and affiliates will not be responsible for losses resulting from acting upon telephone requests reasonably believed to be genuine. We will use reasonable procedures to confirm that instructions communicated determined by telephone are genuine. The procedures We follow for transactions initiated by telephone include requirements that You identify yourself by name and identify a personal identification number. Transfers may be requested by indicating dividing the portion of each Net Purchase Payment or transfer of either a specified dollar amount or a specified percentage of the Sub-Account's value from which the transfer will be made. If You request a transfer based on a specified percentage of the Sub-Account's value, that percentage will be converted into a request for the transfer of a specified dollar amount based on application of the specified percentage allocated to the Sub-Account's value at the time the request is received. Transfer privileges are subject to Our consent. We reserve the right to impose limitations on transfers, including, but not limited to: (1) the minimum amount that may be transferred; and (2) the minimum amount that may remain in a Sub- Account following a transfer from account by that Sub-Accountaccount’s Variable Accumulation Unit value for the Valuation Day on which the Purchase Payment was received at the Service Center or for the Valuation Day on which the transfer was made. The Net Purchase Payment (derived from the Initial Purchase Payment) allocated to the Money Market Sub-account during the Free Look Period, will be credited with Variable Accumulation Units within two business days of the later of: (a) the date we receive sufficient information, in a form and manner acceptable to us, in order to issue this contract; or (b) the date our Service Center receives the Initial Purchase Payment. In the case of any subsequent Purchase Payment, we will credit Variable Accumulation Units for that Purchase Payment as of the date such payment is received by us at our Service Center, subject to the conditions described under the Flexibility of Purchase Payments provision. The value of a Variable Accumulation Unit for each Sub-account at the end of any Valuation Period is calculated by multiplying the value of that unit at the end of the prior Valuation Period by the Sub-account’s Net Investment Factor for the Valuation Period. The value of a Variable Accumulation Unit may go up or down. Net Investment Factor - For any Sub-account, the Net Investment Factor for a Valuation Period is determined by dividing (a) by (b), then subtracting (c).