EXHIBIT NO. 4

THE VARIABLE ANNUITY CONTRACT FORM

[NATIONWIDE INSURANCE COMPANY LOGO]
NATIONWIDE LIFE INSURANCE COMPANY
Home Office Columbus, Ohio
(Hereinafter Called the Company)

...............................................................................

APPLICATION FOR GROUP MODIFIED SINGLE PURCHASE PAYMENT
DEFERRED VARIABLE ANNUITY CONTRACT, NON-PARTICIPATING
MADE TO

NATIONWIDE LIFE INSURANCE COMPANY
(Called Nationwide)
ONE NATIONWIDE PLAZA
COLUMBUS, OHIO 43215

[Applicant]
--------------------------------------------------------------------------------
(Exact Name of Applicant)

The Applicant applies for Group Modified Single Purchase Payment Deferred
Variable Annuity Form No. APO-3416

The Applicant approves and accepts the terms of the Contract.

The Applicant certifies that to the best of his or her knowledge the Applicant
has authority to enter into the Contract.

If Nationwide fails to accept this Application, the amounts received will be
refunded without interest or charge.

[January 1, 1994] [▇▇▇▇ ▇▇▇]
--------------------------------- ---------------------------------------
Date Agent Signature

[January 1, 1994] [▇▇▇▇ ▇▇▇]
--------------------------------- ---------------------------------------
Date Person Signing for Applicant

[January 1, 1994] [Officer]
--------------------------------- ---------------------------------------
Date of Issue Title

APO-3415 (AO)(4/97)

[NATIONWIDE INSURANCE COMPANY LOGO]
NATIONWIDE LIFE INSURANCE COMPANY
P.O. BOX 16609
COLUMBUS, OHIO 43218-2008
▇-▇▇▇-▇▇▇-▇▇▇▇
(Hereinafter called the Company)

In consideration of the Application for this Contract made by

Key Trust, Trustee, Nationwide BEST OF AMERICA(R) Group Master Trust
--------------------------------------------------------------------------------
(hereinafter called the Contract Holder)

FBO Customers of Re:
-------------------------------- --------------------------------------
(Name of B/D) (Indicate NQ, IRA, 403(b), 401,or CRT)

and of the payment of Purchase Payments as provided herein, the Company agrees
to pay, in accordance with and subject to the terms and conditions of this
Contract, the benefits herein set forth with respect to each Certificate Owner.

CONTRACT: Group Modified Single Purchase Payment Deferred Variable Annuity,
Non-Participating, Non-Qualified Contract.

Executed for the Company on the Date of Issue.

[GRAPHIC NAME]
Secretary President

READ YOUR CONTRACT CAREFULLY

ANNUITY PAYMENTS, DEATH BENEFITS, SURRENDER VALUES AND OTHER CONTRACT VALUES
PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE
ACCOUNT, OR WHEN SUBJECT TO MARKET VALUE ADJUSTMENT, ARE VARIABLE, MAY INCREASE
OR DECREASE IN ACCORDANCE WITH THE FLUCTUATIONS IN THE NET INVESTMENT FACTOR,
AND ARE NOT GUARANTEED AS TO FIXED-DOLLAR AMOUNT.

APO-3416 (AO)(4/97)
4

TABLE OF CONTENTS

DEFINITIONS................................................................3

GENERAL PROVISIONS.........................................................5
CERTIFICATE ACCOUNT
LIMITATION ON CONTRACT OWNER'S RIGHTS
ENTIRE CONTRACT
NON-PARTICIPATING
INCONTESTABILITY
ALTERATION OR MODIFICATION
ASSIGNMENT
MISSTATEMENT OF AGE
PROTECTION OF PROCEEDS
INFORMATION-RECORDS
REPORTS
NUMBER AND GENDER

DEDUCTIONS AND CHARGES.....................................................6

OWNERSHIP

PROVISIONS.................................................................6

DEATH

PROVISIONS.................................................................6
DEATH BENEFIT PAYMENT PROVISIONS

ACCUMULATION PROVISIONS....................................................7
MODIFIED SINGLE PURCHASE PAYMENTS
CONTRACT VALUE

SURRENDERS AND WITHDRAWALS.................................................7

DISTRIBUTIONS PROVISIONS...................................................8

ANNUITIZATION PROVISIONS...................................................8

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

ANNUITANT - The person designated with respect to each Certificate Owner's
account to receive annuity payments and upon whose continuation of life any
annuity payments involving life contingencies depends. This person must be age
85 or younger at the time of Certificate issuance unless the Company has
approved a request for an Annuitant of greater age. The Annuitant may be changed
prior to the Annuitization Date with the consent of the Company.

ANNUITIZATION - The period during which annuity payments are received.

ANNUITIZATION DATE - The date the annuity payments commence.

ANNUITY COMMENCEMENT DATE - The date on which annuity payments are scheduled to
commence. The Annuity Commencement Date is shown on the Data Page of the
Certificate Agreement, and is subject to change by the Certificate Owner.

ANNUITY PAYMENT OPTION - The chosen form of annuity payments. Several options
are available under the Certificate Agreement.

BENEFICIARY - The person designated with respect to the Certificate Owner's
account to receive certain benefits under the Contract upon the death of the
Annuitant prior to the Annuitization Date. The Beneficiary can be changed by the
Certificate Owner as set forth in the Certificate Agreement.

CERTIFICATE AGREEMENT - The document which describes a Certificate Owner's
rights and benefits.

CERTIFICATE ACCOUNT - An account in which all financial transactions occurring
under the Contract prior to the Annuitization Date with respect to the
Certificate Owner are recorded.

CERTIFICATE ACCOUNT VALUE - With respect to a Certificate Account, the sum of
the value of all Accumulation Units attributable to the Certificate Account,
plus any amount attributable to the Fixed Account, plus any amount attributable
to the Variable Account and held under a Guaranteed Term Option (GTO) which may
be subject to Market Value Adjustment.

CERTIFICATE EFFECTIVE DATE - With respect to each Certificate Owner, the first
date Purchase Payments are credited on the Certificate Owner's behalf to the
Contract.

CERTIFICATE OWNER (OWNER) - The person who possesses all rights under the
Contract, including the right to designate and change any designations of the
Certificate Owner, Contingent Certificate Owner, Annuitant, Contingent
Annuitant, Beneficiary, Contingent Beneficiary, Annuity Payment Option, and
Annuity Commencement Date. The Certificate Owner is the person named as owner in
the enrollment form unless a subsequent change is made.

CODE - The Internal Revenue Code of 1986, as amended.

COMPANY - Nationwide Life Insurance Company.

CONTINGENT ANNUITANT - The Contingent Annuitant may be the recipient of certain
rights or benefits under the Certificate Agreement when the Annuitant dies
before the Annuitization Date. If the Annuitant dies before the Annuitization
Date, The Contingent Annuitant becomes the Annuitant. All provisions of the
Contract which are based on the death of the Annuitant prior to the
Annuitization Date will be based on the death of the last survivor of the
Annuitant and Contingent Annuitant. A Contingent Annuitant may not be named for
Contracts issued as Qualified Contracts, Individual Retirement Annuities, SEP-
IRAs, or Tax Sheltered Annuities.

CONTINGENT BENEFICIARY - The person designated to be the Beneficiary if the
named Beneficiary is not living at the time of the death of the Annuitant.

CONTINGENT CERTIFICATE OWNER - A Contingent Certificate Owner succeeds to the
rights of the Certificate Owner upon the Certificate Owner's death before
Annuitization. A Contingent Certificate Owner may not be named for contracts
issued as qualified contracts, Individual Retirement Annuities, SEP IRAs, or Tax
Sheltered Annuities.

3
6

CONTRACT - The Group Modified Single Premium Deferred Variable Annuity issued to
the Contract Holder and described herein.

CONTRACT ANNIVERSARY - Each 12 month anniversary the Contract remains in force
commencing with Date of Issue.

CONTRACT HOLDER - The Entity named on the face page. The Contract Holder
possesses no rights under the Contract.

DATE OF ISSUE - The date the first Purchase Payment is applied to the Contract.

DEATH BENEFIT - The benefit that is payable upon the death of the Annuitant
prior to Annuitization. This benefit does not apply upon the death of the
Certificate Owner when the Certificate Owner and Annuitant are not the same
person. If the Annuitant dies after the Annuitization Date, any benefit that may
be payable shall be as specified in the Annuity Payment Option elected.

DISTRIBUTION - Any payment of part or all of the Certificate Owner's Certificate
Account Value.

FIXED ACCOUNT - The Fixed Account is made up of all assets of the Company other
than those in the Variable Account or any other segregated asset account of the
Company.

GUARANTEED TERM OPTION (GTO) - A funding option offered under the Contract which
provides a guaranteed interest rate (the Specified Interest Rate), paid over
certain maturity durations (the Guaranteed Term), so long as certain conditions
are met.

HOME OFFICE - The Home Office is the main office of the Company located in
Columbus, Ohio.

JOINT CERTIFICATE OWNER - The Joint Certificate Owner, if any, possesses an
undivided interest in the entire Certificate Account in conjunction with the
Certificate Owner. If a Joint Certificate Owner is named, references to
"Certificate Owner" or "Joint Certificate Owner" will apply to both the
Certificate Owner and Joint Certificate Owner or either of them. Where such a
restriction is permitted by state law, Joint Owners must be spouses at the time
joint ownership is requested. Joint ownership may be selected only for a
Non-Qualified Contract.

NON-QUALIFIED CONTRACT - A Contract which does not qualify for favorable tax
treatment under the provisions of Sections 401 or 403(a) (qualified plans), 408
(IRAs) or 403(b) (Tax-Sheltered Annuities) of the Code.

PURCHASE PAYMENT - A deposit of new value into the Contract. The term "Purchase
Payment" does not include transfers between the Variable Account and Fixed
Account, or among the Sub-Accounts.

VARIABLE ACCOUNT - A separate investment account of the Company into which
Variable Account Purchase Payments are allocated. The Variable Account is
divided into Sub-Accounts, each of which invests in the shares of a separate
underlying mutual fund.

4
7

GENERAL PROVISIONS
------------------

CERTIFICATE ACCOUNT

The Company shall establish and maintain a Certificate Account for each
Certificate Owner under this Contract.

LIMITATIONS ON CONTRACT HOLDER'S RIGHTS

The Contract Holder rights under the Contract with respect to a Certificate
Account are delegated to the Certificate Owner. A Certificate Owner has the sole
authority to exercise contractual rights with respect to the Certificate
Account. These rights are described in the Certificate Agreement.

ENTIRE CONTRACT

The Contract is the entire agreement between the Company and the Contract
Holder. All statements made in the application will be deemed to be
representations and not warranties.

NON-PARTICIPATING

The Contract is non-participating. It will not share in the surplus of the
Company.

INCONTESTABILITY

The Contract will not be contested.

ALTERATION OR MODIFICATION

The Company reserves the right to: (1) not accept any new Certificate Owners in
the Contract as of a specified date; (2) discontinue the Fixed Account option
for any new Certificate Owner as of a specified date: and (3) not accept future
deposits into the Fixed Account from existing Certificate Owners.

The Company reserves the right to change any other provision of this Contract as
of the first Contract Anniversary, and at any time thereafter, by giving written
notice to the Contract Holder not less than 90 days before the effective date of
the change. No such change will adversely affect the rights of any Certificate
Owner with an interest in the Contract prior to the effective date of the change
unless: (1) the change is required by a governmental agency, or (2) the consent
of every Certificate Owner with a contractual interest is obtained.

All changes in or to the terms of the Contract must be: (1) made in writing; and
(2) signed by the President or Secretary of the Company. No other person can
alter or change any of the terms or conditions of this Contract.

ASSIGNMENT

Where permitted, the Certificate Owner may assign some or all rights under this
Contract at any time during the lifetime of the Annuitant, prior to the
Annuitization Date. The Company shall not be liable as to any payment or other
settlement made by the Company before recording of the assignment. The Company
is not responsible for the validity or tax consequences of any assignment. Such
assignment will take effect upon receipt and recording by the Company at its
Home Office of written notice executed by the Certificate Owner. Where necessary
for proper administration of the terms of the Contract, an assignment will not
be recorded until the Company has received sufficient direction from the
Certificate Owner and assignee as to the proper allocation of Contract rights
under the assignment.

5
8

The value of any portion of the Contract which is assigned, pledged or
transferred by gift may be treated like a cash withdrawal for federal tax
purposes and may be subject to a tax penalty. All rights in the Contract are
personal to the Certificate Owner and may not be assigned without written
consent of the Company.

MISSTATEMENT OF AGE

If the age or sex of any Annuitant has been misstated, all payments and benefits
under the Contract will be adjusted as provided for in the Certificate
Agreement.

PROTECTION OF PROCEEDS

Proceeds of any interest under the Contract are not assignable by any
Beneficiary prior to the time they are due. Proceeds are not subject to the
claims of creditors or to legal process, except as mandated by applicable laws.

INFORMATION - RECORDS

The Contract Holder or Certificate Owner shall furnish all information which the
Company may reasonably require for the administration of the Contract or
Certificate Agreement. The Company will not be liable for the fulfillment of any
obligations until it receives all information in a satisfactory form.

REPORTS

At least once each year, prior to the Annuitization Date, a report showing the
Certificate Account Value will be provided to the Certificate Owner.

NUMBER AND GENDER

Unless otherwise provided, all references in the Contract which are in the
singular form will include the plural; all references in the plural form will
include the singular; and all references in the male gender will include the
female and neuter genders.

DEDUCTIONS AND CHARGES
----------------------

The Company will charge against each Certificate Account Value the amount of any
premium taxes levied by a state or any other government entity.

The Company will deduct a Mortality and Expense Risk Charge equal on an annual
basis to [not greater than 1.25%] . This charge will be applied to the daily net
asset value of each Certificate Variable Account value.

The Company may assess a charge on the net amount at risk (defined as the Death
Benefit minus the Certificate Acount Value). This charge will not be greater
than the mortality risk factor, and will only be assessed when the Certificate
Account Value is less than or equal to 20% of the Death Benefit, and 40% or more
of the decrease in the Certificate Account Value is due to partial surrenders.

All deductions and charges will be made for the purposes of and in the manner
prescribed in the Certificate Agreement.

OWNERSHIP PROVISIONS
--------------------

All ownership rights of the Certificate Owner, Joint Certificate Owner,
Contingent Certificate Owner, Annuitant, Contingent Annuitant and Beneficiary
are defined in the Certificate Agreement.

6
9

DEATH PROVISIONS
----------------

Upon the death of any Certificate Owner, prior to Annuitization, the Certificate
Owner's entire interest in the Contract will be distributed in accordance with
and in the manner described under the Death Provisions of the Certificate
Agreement and as required by Section 72(s) of the Code.

Prior to Annuitization, a Death Benefit is payable upon the death of the
Annuitant. The Death Benefit will be distributed in accordance with and in the
manner described under the Death Provisions of the Certificate Agreement and as
required by Section 72(s) of the Code.

In the event that an interest under this Contract is owned by a person that is
not a natural person (e.g., a trust or corporation), then, for purposes of the
Required Distribution Provisions of the Certificate Agreement, (i) the death of
the Annuitant shall be treated as the death of any Certificate Owner, (ii) any
change of the Annuitant shall be treated as the death of any Certificate Owner,
and (iii) in either case the appropriate distribution required under the
distribution rules shall be made upon such death or change, as the case may be.
The Annuitant is the primary annuitant as defined by Section 72(s)(6)(B) of the
Code.

Each interest in the Contract is intended to be treated as an "annuity contract"
for federal income tax purposes. Accordingly all provisions of the Contract
shall be interpreted and administered in accordance with the requirements of
Section 72(s) of the Code. In no event shall any payment be deferred beyond the
limits permitted by Section 72(s) of the Code. The Company reserves the right to
amend the Contract to comply with requirements set out in the Code and
regulations and rulings thereunder, as they may exit from time to time.

DEATH BENEFIT PAYMENT PROVISIONS

The value of the Death Benefit will be determined as of the date specified in
the Certificate Agreement and will be calculated in the manner described
therein.

ACCUMULATION PROVISIONS
-----------------------

MODIFIED SINGLE PURCHASE PAYMENTS

A Certificate Owner's interest in the Contract is bought for the initial
Purchase Payment and any subsequent Purchase Payments. The cumulative total of
all Purchase Payments for any one Annuitant under this and any other annuity
contract(s) issued by the Company having the same Annuitant may not exceed
$1,000,000 without the prior written consent of the Company.

The initial Purchase Payment is due on the Certificate Effective Date. The
initial Purchase Payment made on behalf of each Certificate Owner may not be
less than [$15,000]. Certificate Owner Purchase Payments, if any, after the
initial Purchase Payment must be at least [$1,000] and may be made at any time.

Based on the Certificate Owner's election, Purchase Payments will be allocated
to the Variable Account, the Fixed Account, or to a Guaranteed Term Option.
These accounts and options, applicable provisions, and restrictions and rights
applicable to the Certificate Owner, are defined and described in the
Certificate Agreement.

CONTRACT VALUE

The Contract Value at any time will be the sum of all (1) Variable Certificate
Account Values; and (2) Fixed Certificate Account Values, and (3) amounts
allocated under each Certificate Account to a GTO.

7
10

SURRENDERS AND WITHDRAWALS
--------------------------

SURRENDERS

The Certificate Owner may surrender part or all of the Certificate Account Value
at any time a Certificate Agreement is in force and prior to the earlier of the
Annuitization Date or the death of the Annuitant. All conditions and
restrictions applicable to Certificate Account surrenders are prescribed in the
Certificate Agreement.

The Company has the right to suspend or delay the date of any surrender payment
from the Variable Account for any period defined in the Certificate Agreement.

CONTINGENT DEFERRED SALES CHARGE

If part or all of the Certificate Account Value is surrendered, a Contingent
Deferred Sales Charge (CDSC) may be made by the Company. The CDSC is designed to
cover expenses relating to the sale of the Certificate Account interest. All
provisions governing the applicability of CDSC, including the waivers of CDSC,
are prescribed in the Certificate Agreement.

SYSTEMATIC WITHDRAWALS

The Certificate Owner may elect in writing on a form provided by the Company to
take Systematic Withdrawals as prescribed in the Certificate Agreement.

TRANSFER PROVISIONS

A Certificate Owner may transfer among the accounts available under a
Certificate Agreement. Restrictions and limitations regarding the Certificate
Owner's right to make transfers are described in the Certificate Agreement.

DISTRIBUTION PROVISIONS
-----------------------

The events will give rise to a Distribution of a Certificate Account are defined
in the Certificate Agreement.

ANNUITIZATION PROVISIONS
------------------------

All Annuitization Provisions, including the selection and change of Annuity
Payment Options, the Annuity Commencement Date, calculation and frequency of
payments, and the available Annuity Payment Options are prescribed in the
Certificate Agreement.

A Supplementary Agreement will be issued to the Annuitant within 30 days
following the Annuitization Date. The Supplementary Agreement will set forth the
terms of the Annuity Payment Option selected.

8
11

[NATIONWIDE LIFE INSURANCE COMPANY LOGO]
NATIONWIDE LIFE INSURANCE COMPANY
P.O. BOX 16609
COLUMBUS, OHIO 43218-2008
▇-▇▇▇-▇▇▇-▇▇▇▇
(Hereinafter called the Company)

CERTIFICATE AGREEMENT

---------------------------------
Certificate Effective Date

---------------------- ------------- ---------------
Certificate Owner Name Date of Birth Social Security
Number

NATIONWIDE LIFE INSURANCE COMPANY
COLUMBUS OHIO

Nationwide Life Insurance Company ("Nationwide") issues this Certificate of
Participation ("Certificate Agreement") to the Certificate Owner named below.
The terms of the Certificate Owner's rights, benefits, and options are shown in
the following pages.

This Certificate Agreement describes the Certificate Owner's rights and
benefits. It is not part of, nor does it modify any provisions of the Contract.

Group Contract Number:
---------------------------------------------------------

Group Contract Holder: Trustee, Nationwide BEST OF AMERICA(R) Group Master Trust
----------------------------------------------------------

FBO Re:
--------------------------------- ---------------------------------------
(Name of B/D) (Indicate NQ, IRA, 403(b), 401, or CRT)

To be sure that the Certificate Owner is satisfied with this Certificate, the
Certificate Owner has a TEN DAY "FREE LOOK". Within ten days of the day the
Certificate is received by the Certificate Owner, it may be returned to the Home
Office of the Company. When the Certificate is received at the Home Office, the
Certificate Account Value will be refunded in full.

[GRAPHIC NAME]
Secretary President

ANNUITY PAYMENTS, DEATH BENEFITS, SURRENDER VALUES, AND OTHER CONTRACT VALUES
PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE
ACCOUNT, OR WHEN SUBJECT TO A MARKET VALUE ADJUSTMENT, ARE VARIABLE, MAY
INCREASE OR DECREASE IN ACCORDANCE WITH THE FLUCTUATIONS IN THE NET INVESTMENT
FACTOR OR APPLICATION OF A MARKET VALUE ADJUSTMENT, AS APPLICABLE, AND ARE NOT
GUARANTEED AS TO FIXED-DOLLAR AMOUNT, UNLESS OTHERWISE SPECIFIED.

NOTICE - The details of the variable provisions in the
Certificate may be found on Pages 16 and 24

APO-3417 (AO)(4/97)
12

SUMMARY OF PARTICIPATION

As a Certificate Owner in the Group Modified Single Purchase Payment Deferred
Variable Annuity, you are entitled to certain rights, benefits and options. Here
is a summary of your rights. A more detailed description is provided in this
Certificate Agreement (and any applicable endorsements).

You have the right to:

* choose from a variety of fund options in which your purchase payments will
be invested;

* make additional purchase payments (a minimum of [$1,000]) after the initial
payment;

* transfer variable assets among the various funds without a charge;

* make telephone exchanges where permitted by state law;

* withdraw free of a contingent deferred sales charge each year, [10%] of
your purchase payments (non-cumulative);

* make withdrawals pursuant to a systematic withdrawal program;

* choose a beneficiary of the death benefit;

* choose an annuity commencement date, as permitted by the Internal Revenue
Code;

* choose an annuity option when you annuitize your interest in the Contract.

Your rights under this Certificate Agreement cannot be taken away from you. Your
benefits under this Certificate Agreement cannot be denied. However, this does
not mean that the benefits must be paid to you immediately. The provisions of
the Internal Revenue Code are designed to discourage receiving benefits before
retirement.

If this Certificate Agreement is issued pursuant to an Individual Retirement
Annuity contract, this Certificate Agreement and the benefits under it cannot be
sold, assigned, discounted or pledged as collateral for a loan or as security
for the performance of an obligation or for any purpose, to any person other
than the Company.

CONTENTS

DATA PAGE..............................................................INSERT

CONTENTS..................................................................3

DEFINITIONS...............................................................5

GENERAL PROVISIONS........................................................9
CERTIFICATE ACCOUNT
ENTIRE CONTRACT
NON-PARTICIPATING
INCONTESTABILITY
CONTRACT SETTLEMENT
EVIDENCE OF SURVIVAL
ALTERATION OR MODIFICATION
ASSIGNMENT
PROTECTION OF PROCEEDS
MISSTATEMENT OF AGE OR SEX
INFORMATION - RECORDS
REPORTS
NUMBER AND GENDER

DEDUCTIONS AND CHARGES....................................................10
DEDUCTION FOR PREMIUM TAXES
MORALITY AND EXPENSE RISK CHARGE

OWNERSHIP PROVISIONS......................................................11
CERTIFICATE OWNERSHIP PROVISIONS
JOINT CERTIFICATE OWNERSHIP PROVISIONS
CONTINGENT CERTIFICATE OWNERSHIP PROVISIONS
BENEFICIARY PROVISIONS

DEATH PROVISIONS..........................................................12
DEATH OF CERTIFICATE OWNER
DEATH OF CERTIFICATE OWNER/ANNUITANT PROVISIONS
DEATH OF ANNUITANT PROVISIONS
REQUIRED DISTRIBUTION PROVISIONS
DEATH BENEFIT PAYMENT PROVISIONS

ACCUMULATION PROVISIONS...................................................14
MODIFIED SINGLE PURCHASE PAYMENTS
ALLOCATION OF PURCHASE PAYMENTS
CERTIFICATE ACCOUNT VALUE
CONTRACT VALUE
FIXED ACCOUNT CERTIFICATE VALUE
FIXED ACCOUNT PROVISIONS
INTEREST TO BE CREDITED
VARIABLE ACCOUNT CERTIFICATE VALUE
THE VARIABLE ACCOUNT
INVESTMENTS OF THE VARIABLE ACCOUNT
VALUATION OF ASSETS
VARIABLE ACCOUNT ACCUMULATION UNITS
VARIABLE ACCOUNT ACCUMULATION UNIT VALUE
NET INVESTMENT FACTOR
THE MULTIPLE MATURITY ACCOUNT
GUARANTEED TERM OPTIONS
MARKET VALUE ADJUSTMENT FORMULA

▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ AND TRANSFERS.......................................18
SURRENDERS
SURRENDER VALUE
SUSPENSION OR DELAY IN PAYMENT OF SURRENDER
CONTINGENT DEFERRED SALES CHARGE
WITHDRAWALS WITHOUT CHARGE
SYSTEMATIC WITHDRAWALS
TRANSFER PROVISIONS

DISTRIBUTION PROVISIONS.....................................................21

ANNUITIZATION PROVISIONS....................................................21
ANNUITIZATION
ANNUITY COMMENCEMENT DATE
CHANGE OF ANNUITY COMMENCEMENT DATE
CHANGE OF ANNUITY PAYMENT OPTION
SELECTION OF PAYMENT OPTION
SUPPLEMENTARY AGREEMENT
FREQUENCY AND AMOUNT OF PAYMENTS
FIXED ANNUITY PROVISION
VARIABLE ANNUITY PROVISIONS
DETERMINATION OF FIRST VARIABLE ANNUITY PAYMENT
ANNUITY UNIT VALUE
VARIABLE ANNUITY PAYMENTS AFTER THE FIRST PAYMENT

ANNUITY PAYMENT OPTIONS.....................................................23
GENERAL
INDIVIDUAL CERTIFICATE
LIFE ANNUITY
JOINT AND LAST SURVIVOR ANNUITY
LIFE ANNUITY - MONTHLY PAYMENTS GUARANTEED
ANY OTHER OPTION

TABLE.......................................................................25

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

ACCUMULATION UNIT - An accounting unit of measure used to calculate the Variable
Account value prior to the Annuitization Date.

ANNIVERSARY VALUE - The Certificate Account Value on a Certificate Anniversary.

ANNUITANT - The person designated with respect to a Certificate Owner's account
to receive annuity payments and upon whose continuation of life any annuity
payments involving life contingencies depends. This person must be age 85 or
younger at the time of Certificate Agreement issuance unless the Company has
approved a request for an Annuitant of greater age. The Annuitant may be changed
prior to the Annuitization Date with the consent of the Company.

ANNUITIZATION -The period during which annuity payments are received.

ANNUITIZATION DATE - The date the annuity payments actually commence.

ANNUITY PAYMENT OPTION - The chosen form of annuity payments. Several options
are available under the Contract.

ANNUITY UNIT - An accounting unit of measure used to calculate the value of
Variable Annuity payments.

BENEFICIARY - The person designated with respect to a Certificate Owner's
account to receive certain benefits under the Certificate Agreement upon the
death of the Annuitant prior to the Annuitization Date. The Beneficiary can be
changed by the Certificate Owner as set forth in the Certificate Agreement.

CERTIFICATE AGREEMENT - The document which describes a Certificate Owner's
rights and benefits.

CERTIFICATE ACCOUNT - An account in which all financial transactions occurring
under the Contract prior to the Annuitization Date with respect to a Certificate
Owner are recorded.

CERTIFICATE ACCOUNT VALUE - With respect to a Certificate Account, the sum of
the value of all Accumulation Units, plus any amount attributable to the Fixed
Account, plus any amount held under a Guaranteed Term Option (GTO) which may be
subject to Market Value Adjustment.

CERTIFICATE ANNIVERSARY - Each 12-month anniversary of the Certificate Effective
Date.

CERTIFICATE EFFECTIVE DATE - With respect to each Certificate Owner, the first
date Purchase Payments are credited on a Certificate Owner's behalf to the
Contract.

CERTIFICATE OWNER (OWNER) - A person who possesses all rights under the
Contract, including the right to designate and change any designations of a
Certificate Owner, Contingent Certificate Owner, Annuitant, Contingent
Annuitant, Beneficiary, Contingent Beneficiary, Annuity Payment Option, and the
Annuity Commencement Date. A Certificate Owner is the person named as owner in
the Enrollment Card unless a subsequent change is made.

CERTIFICATE YEAR - Each year the Certificate Agreement remains in force
commencing with the Certificate Effective Date.

CODE - The Internal Revenue Code of 1986, as amended.

COMPANY - Nationwide Life Insurance Company.

CONSTANT MATURITY TREASURY RATES (CMT RATES) OR CMT RATES(S) - The formula (the
MVA Formula) for deriving the MVA Factor is based on Constant Maturity Treasury
(CMT) Rates which are published by the Federal Reserve Board on a regular basis.
The Company utilizes CMT Rates in its MVA Formula because they represent a
readily available and consistently

5
16

reliable interest rate benchmark in financial markets. CMT Rates for 1, 2, 3, 5,
7 and 10 years are published by the Federal Reserve Board on a regular basis.

CONTINGENT ANNUITANT - The Contingent Annuitant may be the recipient of certain
rights or benefits under the Certificate Agreement when the Annuitant dies
before the Annuitization Date. If the Annuitant dies before the Annuitization
Date, the Contingent Annuitant becomes the Annuitant. All provisions of the
Contract which are based on the death of the Annuitant prior to the
Annuitization Date will be based on the death of the last survivor of the
Annuitant and Contingent Annuitant. A Contingent Annuitant may not be named for
Contracts issued as Qualified Contracts, Individual Retirement Annuities, SEP-
IRAs, or Tax Sheltered Annuities.

CONTINGENT BENEFICIARY - The person designated to be the Beneficiary if the
named Beneficiary is not living at the time of the death of the Annuitant.

CONTINGENT CERTIFICATE OWNER - A Contingent Certificate Owner succeeds to the
rights of a Certificate Owner upon the Certificate Owner's death before
Annuitization. A Contingent Certificate Owner may not be named for Contracts
issued as Qualified Contracts, Individual Retirement Annuities, SEP IRAs, or Tax
Sheltered Annuities.

CONTRACT - The Group Modified Single Premium Deferred Variable Annuity issued to
the Contract Holder.

CONTRACT ANNIVERSARY - Each 12 month anniversary the Contract remains in force
commencing with Date of Issue.

CONTRACT HOLDER - The Entity named on the face page. The Contract Holder
possesses no rights under Contract.

DATE OF ISSUE - The date the first Purchase Payment is applied to the Contract.

DEATH BENEFIT - The benefit that is payable upon the death of the Annuitant or
the Contingent Annuitant, if applicable. This benefit does not apply upon the
death of the Certificate Owner when the Certificate Owner and Annuitant are not
the same person. If the Annuitant dies after the Annuitization Date, any benefit
that may be payable shall be as specified in the Annuity Payment Option elected.

DISTRIBUTION - Any payment of part or all of a Certificate Owner's Certificate
Account Value.

ENROLLMENT CARD - The form required for participation in the Contract.

FIXED ACCOUNT - The Fixed Account is made up of all assets of the Company other
than those in the Variable Account or any other segregated asset account of the
Company.

FIXED ANNUITY - An annuity providing for payments which are guaranteed by the
Company as to dollar amount during Annuitization.

GUARANTEED TERM - The three, five, seven or ten year period corresponding
respectively to a three, five, seven or ten year Guaranteed Term Option (GTO).
Amounts allocated to a GTO shall be credited with a Specified Interest Rate over
the corresponding Guaranteed Term, so long as such amounts are not distributed
from the GTO prior to the Maturity Date.

Because every Guaranteed Term will end on the final day of a calendar quarter,
the Guaranteed Term may last for up to 3 months beyond the 3, 5, 7 or 10 year
anniversary of the allocation of the GTO.

GUARANTEED TERM OPTION (GTO) - A funding option offered under the Contract which
provides a guaranteed interest rate (the "Specified Interest Rate"), paid over
certain maturity durations (the "Guaranteed Term"), so long as certain
conditions are met. Three, five, seven and ten year GTOs are offered. If amounts
allocated to a GTO are not distributed from the GTO during the duration of its
Guaranteed Term, the value of the amounts allocated under the GTO will reflect
the amount of the allocation plus interest accrued at the Specified Interest
Rate and will be available for distribution with no Market Value Adjustment
during the Maturity Period. Prior to the Maturity Period for the GTO selected,
amounts allocated to such GTO will be subject, upon distribution, to
fluctuations in value in accordance with a Market Value Adjustment. GTOs are
available only prior to Annuitization.

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HOME OFFICE - The main office of the Company located in Columbus, Ohio.

INDIVIDUAL RETIREMENT ANNUITY (IRA) - An annuity which qualifies for favorable
tax treatment under Section 408 of the Internal Revenue Code.

INTEREST RATE GUARANTEE PERIOD - The interval of time during which an interest
rate credited to the Fixed Account is guaranteed to remain the same. For new
Purchase Payments allocated to the Fixed Account or transfers from the Variable
Account, this period begins upon the date of deposit or transfer and ends at the
end of the calendar quarter at least one year (but not more than 15 months) from
deposit or transfer. At the end of an Interest Rate Guarantee Period, a new
interest rate is declared with an Interest Rate Guarantee Period starting at the
end of the prior period and ending at the end of the calendar quarter one year
later.

INVESTMENT PERIOD - The period of time beginning with a declaration by the
Company of new GTO interest rates (the different Specified interest Rates for
each of the GTOs) and ending with the subsequent declaration of new Specified
Interest Rates by the Company. The interest rates in effect during any
particular Investment Period will be guaranteed for GTO allocations (made during
the Investment Period) for the duration of the Guaranteed Term associated with
the GTO.

JOINT CERTIFICATE OWNER- The Joint Certificate Owner, if any, possesses an
undivided interest in the entire Certificate Account in conjunction with the
Certificate Owner. If a Joint Certificate Owner is named, references to
"Certificate Owner" or "Joint Certificate Owner" will apply to both the
Certificate Owner and Joint Certificate Owner or either of them. Where such a
restriction is permitted by state law, Joint Certificate Owners must be spouses
at the time joint ownership is requested. Joint ownership may be selected only
for a Non-Qualified Contract.

MARKET VALUE ADJUSTMENT (MVA) - The upward or downward adjustment in value, of
amounts allocated to a GTO which prior to the Maturity Period for the GTO are:
1) distributed pursuant to a surrender; 2) reallocated to another investment
option available under this Contract; 3) distributed pursuant to the death of
the Owner or Annuitant; or 4) annuitized under this Contract at any time other
than the Maturity Period. A Market Value Adjustment generally reflects the
relationship between the prevailing interest rates at the time of investment,
prevailing interest rates at the time of distribution, and the amount of time
remaining in the Guaranteed Term of the GTO selected. Generally, if the
Specified Interest Rate is lower than prevailing interest rates, application of
the Market Value Adjustment will result in a downward adjustment of amounts
allocated to a GTO. If the Specified Interest Rate is higher than prevailing
interest rates, application of the Market Value Adjustment will result in an
upward adjustment of amounts allocated to a GTO. The Market Value Adjustment is
applied only when amounts allocated to a GTO are distributed from the GTO prior
to a Maturity Period.

MVA FACTOR - The value multiplied by the Specified Value, or that portion of the
Specified Value being distributed from a GTO in order to effect a Market Value
Adjustment. The MVA Factor will either be less than 1 (in which case the amount
distributed will be decreased) or greater than 1 (in which case the amount
distributed will be increased). If the MVA Factor is exactly 1, the amount
distributed will neither be increased or decreased. The MVA Factor is derived
from the MVA Formula.

MVA FORMULA - The MVA Formula is utilized when a distribution is made from a GTO
during the Guaranteed Term which is subject to a Market Value Adjustment. The
MVA Formula is a calculation expressing the relationship between three factors:
(1) the CMT Rate for a period equivalent to the Guaranteed Term at the time of
deposit in the GTO; (2) the CMT Rate at the time of distribution for a period of
time equivalent to the time remaining in the GTO; and (3) the number of days
remaining until the Maturity Date of the GTO. The result of the MVA Formula is
the MVA Factor.

MATURITY DATE - The date on which a particular GTO matures. Such date will be
the last day of a calendar quarter on which the third, fifth, seventh or tenth
anniversary of the date on which amounts are allocated to a three, five, seven
or ten year GTO, respectively.

MATURITY PERIOD - The period of time during which the value of amounts allocated
under a GTO, may be distributed without any Market Value Adjustment. The
Maturity Period shall begin on the day following the Maturity Date and will end
on the thirtieth day thereafter.

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MULTIPLE MATURITY ACCOUNT - A separate account of the Company established for
the purpose of facilitating accounting and investment processes associated with
the offering of GTOs under the Contracts.

MUTUAL FUNDS (FUNDS) - The registered management investment companies in which
the assets of the Sub-Accounts of the Variable Account will be invested.

PURCHASE PAYMENT - A deposit of new value into the Contract. The term "Purchase
Payment" does not include transfers between the Variable Account and Fixed
Account, among the Sub-Accounts or to or from a GTO.

SPECIFIED INTEREST RATE - The interest rate guaranteed to be credited to amounts
allocated under a selected GTO so long as such allocations are not distributed
for any reason from the GTO prior to the GTO Maturity Period or Maturity Date.
Each GTO in the same Investment Period has its own Specified Interest Rate for
the Guaranteed Term relating to the selected GTO. The Company, however, reserves
the right to change the Specified Interest Rate at any time for prospective
allocations to GTOs.

SPECIFIED VALUE - The amount of a GTO allocation minus withdrawals and transfers
out of the GTO, plus interest accrued at the Specified Interest Rate. The
Specified Value is subject to an MVA at all times other than during the Maturity
Period.

SUB-ACCOUNTS - Separate and distinct divisions of the Variable Account to which
specific underlying Mutual Fund shares are allocated and for which Accumulation
Units and Annuity Units are separately maintained.

VALUATION DATE - Each day the New York Stock Exchange and the Company's Home
Office are open for business or any other day during which there is a sufficient
degree of trading of the Variable Account's underlying Mutual Fund shares such
that the current net asset value of its Accumulation Units might be materially
affected.

VALUATION PERIOD - The period of time commencing at the close of a Valuation
Date and ending at the close of business for the next succeeding Valuation Date.

VARIABLE ANNUITY - An annuity providing for payments which are not predetermined
or guaranteed as to dollar amount and which vary in amount with the investment
experience of the Variable Account.

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GENERAL PROVISIONS
------------------

CERTIFICATE ACCOUNT

Each Certificate Owner's Purchase Payments are deposited to the Contract. The
Company shall establish and maintain a Certificate Account for each Certificate
Owner under the Contract.

ENTIRE CONTRACT

The Certificate Agreement and endorsements, if any, make up the Entire Agreement
between the Company and the Certificate Owner. The Contract Holder delegates
rights to each Certificate Owner with respect to a Certificate Owner's
Certificate Account.

NON-PARTICIPATING

The Contract is non-participating. It will not share in the surplus of the
Company.

INCONTESTABILITY

Neither the Contract, Certificate Agreement, endorsements nor attachments will
be contested.

CONTRACT SETTLEMENT

The Company may require the Certificate Agreement to be returned to the Home
Office prior to making any payments. All sums payable to or by the Company under
this Certificate Agreement are payable at the Home Office.

EVIDENCE OF SURVIVAL

Where any payments under this Certificate Agreement depend on the recipient
being alive on a given date, proof that such person is living may be required by
the Company. Such proof may be required prior to making the payments.

ALTERATION OR MODIFICATION

All changes in or to the terms of the Contract or the Certificate Agreement must
be: (1) made in writing; and (2) signed by the President or Secretary of the
Company. No other person can alter or change any of the terms or conditions of
the Contract or Certificate Agreement.

The Company reserves the right to: (1) not accept any new Certificate Owners
into the Contract as of a specified date; (2) discontinue the Fixed Account
option for any new Certificate Owner as of a specified date; and not accept
future deposits into the Fixed Account from existing Certificate Owners.

ASSIGNMENT

Where permitted, a Certificate Owner may assign some or all rights under this
Contract at any time during the lifetime of the Annuitant, prior to the
Annuitization Date. The Company shall not be liable as to any payment or other
settlement made by the Company before recording of the assignment. The Company
is not responsible for the validity or tax consequences of any assignment. Such
assignment will take effect upon receipt and recording by the Company at its
Home Office of written notice executed by the Certificate Owner. Where necessary
for proper administration of the terms of the Contract, an assignment will not
be recorded until the Company has received sufficient direction from the
Certificate Owner and assignee as to the proper allocation of Contract rights
under the assignment.

The value of any portion of the Contract which is assigned, pledged or
transferred by gift may be treated like a cash withdrawal for federal tax
purposes and may be subject to a tax penalty. All rights in this Contract are
personal to the Certificate Owner and may not be assigned without written
consent of the Company.

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PROTECTION OF PROCEEDS

Proceeds under this Certificate Agreement are not assignable by any Beneficiary
prior to the time they are due. Proceeds are not subject to the claims of
creditors or to legal process, except as mandated by applicable laws.

MISSTATEMENT OF AGE OR SEX

If the age or sex of the Annuitant has been misstated, all payments and benefits
under the Certificate Agreement will be adjusted. Payments and benefits will be
made, based on the correct age or sex. Proof of age of an Annuitant may be
required at any time, in a form satisfactory to the Company. When the age or sex
of an Annuitant has been misstated, the dollar amount of any overpayment will be
deducted from the next payment or payments due under the Certificate Agreement.
The dollar amount of any underpayment made by the Company as a result of any
such misstatement will be paid in full with the next payment due under the
Certificate Agreement.

REPORTS

At least once each year, prior to the Annuitization Date, a report showing the
Certificate Account Value will be provided to the Certificate Owner.

NUMBER AND GENDER

Unless otherwise provided, all references in this Certificate Agreement which
are in the singular form will include the plural; all references in the plural
form will include the singular; and all references in the male gender will
include the female and neuter genders.

DEDUCTIONS AND CHARGES
----------------------

DEDUCTION FOR PREMIUM TAXES

The Company will charge against the Certificate Account Value the amount of any
premium taxes levied by a state or any other government entity upon Purchase
Payments received by the Company. The method used to recoup premium taxes will
be determined by the Company at its sole discretion and in compliance with
applicable state law. The Company currently deducts such charges from a
Certificate Owner's Account Value either (1) at the time the Certificate
Agreement is surrendered, (2) at Annuitization, or (3) at such earlier date as
the Company may be subject to such taxes.

MORTALITY AND EXPENSE RISK CHARGE

The Company will deduct a Mortality and Expense Risk Charge equal, on an annual
basis, to [not greater than 1.25%] of the daily net asset value of the
Certificate Owner's Variable Account. This deduction is made to compensate the
Company for assuming the mortality risks and expense risks under this Contract.
The Company assumes a "mortality risk" that fixed and variable annuity payments
will not be affected by the death rates of persons receiving such payments or of
the general population by virtue of annuity rates incorporated in the Contract
which cannot be changed. The Company also assumes a mortality risk by its
promise to pay in certain circumstances a Death Benefit that is greater than the
Certificate Account Value. The "expense risk" involves the guaranty by the
Company that it will not increase charges for administration of the Contract
regardless of the Company's actual administrative expenses. Mortality and
Expense Risk Charges which may be assessed under a Certificate Account will not
be assessed against any allocation to a GTO.

The Company may assess a charge on the net amount of risk (defined as the Death
Benefit minus the Certificate Account Value). This charge will not be greater
than the mortality risk factor, and will only be assessed when the Certificate
Account Value is less than or equal to 20%

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of the Death Benefit, and 40% or more of the decrease in the Certificate Account
Value is due to partial withdrawals.

OWNERSHIP PROVISIONS
--------------------

CERTIFICATE OWNERSHIP PROVISIONS

Unless otherwise provided, the Certificate Owner has all rights under the
Contract. IF THE PURCHASER NAMES SOMEONE OTHER THAN HIMSELF AS OWNER, THE
PURCHASER WILL HAVE NO RIGHTS UNDER THE CONTRACT. Prior to the Annuitization
Date, the Certificate Owner may name a new Certificate Owner. Such change may be
subject to state and federal gift taxes and may also result in current federal
income taxation. Any change of Certificate Owner designation will automatically
revoke any prior Certificate Owner designation. Any request for change of
Certificate Owner must be (1) made by proper written application, (2) received
and recorded by the Company at its Home Office, and (3) may require a signature
guarantee as specified in the "Surrender" provision of the Contract. Such a
request must be signed by both the Certificate Owner and the person designated
as the new Certificate Owner. Once the change is received and recorded by the
Company, the change will become effective as of the date the written request is
signed. Any change of Certificate Owner will not apply to any payment made or
action taken by the Company prior to the time it was received and recorded by
the Company.

Prior to the Annuitization Date, the Certificate Owner may request a change in
the Annuitant, Contingent Annuitant, Contingent Certificate Owner, Beneficiary,
or Contingent Beneficiary. Such request must be received by the Company at its
Home Office prior to the Annuitization Date. Any change to the Annuitant or
Contingent Annuitant is subject to underwriting and approval by the Company.
Notwithstanding any provisions in this Contract, if any Certificate Owner is not
a natural person the change of the Annuitant will be treated as the death of the
Certificate Owner and will result in a distribution, regardless of whether a
Contingent Annuitant is also named. Distributions shall be made as if the
Certificate Owner died at the time of such change.

On the Annuitization Date, the Annuitant shall become the Certificate Owner.

JOINT CERTIFICATE OWNERSHIP PROVISIONS

Where such a restriction is permitted by state law, Joint Certificate Owners
must be spouses at the time joint ownership is requested. If a Joint Certificate
Owner is named, the Joint Owner will possess an undivided interest in the
Certificate Account. Unless otherwise provided, the exercise of any ownership
right in the Contract (including the right to surrender or partially surrender
the Certificate Account, to change the Certificate Owner, the Contingent
Certificate Owner, the Annuitant, the Contingent Annuitant, the Beneficiary, the
Contingent Beneficiary, the Annuity Payment Option or the Annuitization Date)
shall require a written request signed by both Certificate Owners.

CONTINGENT CERTIFICATE OWNERSHIP PROVISIONS

The Contingent Certificate Owner is the person who may receive certain benefits
under the Certificate Agreement if the Certificate Owner, who is not the
Annuitant, dies prior to the Annuitization Date and there is no surviving Joint
Certificate Owner. If more than one Contingent Certificate Owner survives the
Certificate Owner, each will share equally unless otherwise specified in the
Contingent Certificate Owner designation. If no Contingent Certificate Owner
survives a Certificate Owner and there is no surviving Joint Certificate Owner,
all rights and interest of the Contingent Certificate Owner will vest in the
Certificate Owner's estate.

If a Certificate Owner, who is also the Annuitant, dies before the Annuitization
Date, then the Contingent Certificate Owner does not have any rights in the
Contract. However, if the Contingent Certificate Owner is also the Beneficiary,
the Contingent Certificate Owner will have all the rights of a beneficiary.

Subject to the terms of any existing assignment, the Certificate Owner may
change the Contingent Certificate Owner prior to the Annuitization Date by
written notice to the Company. The change, upon receipt and recording by the
Company at its Home Office, will take effect as of the time the written

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notice was signed, whether or not the Certificate Owner is living at the time of
recording, but without further liability as to any payment or settlement made by
the Company before receipt of such change.

BENEFICIARY PROVISIONS

The Beneficiary is the person or persons who may receive certain benefits under
the Certificate Agreement in the event the Annuitant dies prior to the
Annuitization Date. If more than one Beneficiary survives the Annuitant, each
will share equally unless otherwise specified in the Beneficiary designation. If
no Beneficiary survives the Annuitant, all rights and interest of the
Beneficiary shall vest in the Contingent Beneficiary, and if more than one
Contingent Beneficiary survives, each will share equally unless otherwise
specified in the Contingent Beneficiary designation. If no Contingent
Beneficiary survives the Annuitant, all rights and interests of the Contingent
Beneficiary will vest with the Certificate Owner or the estate of the last
surviving Certificate Owner.

Subject to the terms of any existing assignment, the Certificate Owner may
change the Beneficiary or Contingent Beneficiary during the lifetime of the
Annuitant by written notice to the Company. The change, upon receipt and
recording by the Company at Home Office, will take effect as of the time the
written notice was signed, whether or not the Annuitant is living at the time of
the recording, but without further liability as to any payment or settlement
made by the Company before receipt of such change.

DEATH PROVISIONS
----------------

DEATH OF CERTIFICATE OWNER PROVISIONS

If any Certificate Owner and the Annuitant are not the same person and such
Certificate Owner dies prior to the Annuitization Date then the Joint
Certificate Owner, if any, becomes the new Certificate Owner. If there is no
surviving Joint Certificate Owner, the Contingent Certificate Owner becomes the
new Certificate Owner. If there is no surviving Contingent Certificate Owner,
the last surviving Certificate Owner's estate becomes the new Certificate Owner.
The entire interest in the Certificate Account Value must be distributed in
accordance with the "Required Distribution Provisions".

DEATH OF CERTIFICATE OWNER/ANNUITANT PROVISIONS

If any Certificate Owner and the Annuitant are the same person, and such person
dies prior to the Annuitization Date, the Death Benefit shall be payable to the
Beneficiary, the Contingent Beneficiary, the Certificate Owner, or the last
surviving Certificate Owner's estate, as specified in the "Beneficiary
Provisions", and distributed in accordance with the "Required Distribution
Provisions".

DEATH OF ANNUITANT PROVISIONS

If the Certificate Owner and Annuitant are not the same person, and the
Annuitant dies prior to the Annuitization Date, a Death Benefit will be payable
to the Beneficiary, the Contingent Beneficiary, the Certificate Owner, or the
last surviving Certificate Owner's estate, as specified in the Beneficiary
Provision, unless there is a surviving Contingent Annuitant. In such case, the
Contingent ▇▇▇▇▇▇▇▇▇ becomes the Annuitant.

The Beneficiary may elect to receive such Death Benefits in the form of: (1) a
lump sum distribution; (2) election of an annuity payout; or (3) any
distribution that is permitted under state and federal regulations and is
acceptable by the Company. Such election must be received by the Company within
60 days of the Annuitant's death.

If the Annuitant dies after the Annuitization Date, any benefit that may be
payable shall be paid according to the Annuity Payment Option selected.

REQUIRED DISTRIBUTION PROVISIONS

Upon the death of any Owner, Certificate Owner or Joint Certificate Owner
(including an Annuitant or Annuitant who becomes the Certificate Owner of the
Contract on the Annuitization Date) (each of the foregoing "a deceased
Certificate Owner"), certain distributions are required by Section 72(s) of the

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Code. Nothwithstanding any provision of the Certificate Agreement to the
contrary, the following distributions shall be made in accordance with such
requirements.

1. If any deceased Certificate Owner died on or after the Annuitization
Date and before the entire interest under the Certificate Agreement has been
distributed, then the remaining portion of such interest shall be distributed at
least as rapidly as under the method of distribution in effect as of the date of
such deceased Certificate Owner's death.

2. If any deceased Certificate Owner died prior to the Annuitization
Date, then the entire interest in the Certificate Agreement (consisting of
either the Death Benefit or the Certificate Account Value reduced by certain
charges as set forth elsewhere in the Contract) shall be distributed within 5
years of the death of the deceased Certificate Owner, provided however:

(a) If any portion of such interest is payable to or for the benefit of
a natural person who is a surviving Certificate Owner, Contingent Certificate
Owner, Joint Certificate Owner, Annuitant, Contingent Annuitant, Beneficiary, or
Contingent Beneficiary as the case may be (each a "designated beneficiary"),
such portion may, at the election of the designated Beneficiary, be distributed
over the life of such designated beneficiary, or over a period not extending
beyond the life expectancy of such designated beneficiary, provided that
payments begin within one year of the date of the deceased Certificate Owner's
death (or such longer period as may be permitted by federal income tax
regulations).

(b) If the designated beneficiary is the surviving spouse of the
deceased Certificate Owner, such spouse may elect to become the Certificate
Owner of this Contract, and the distributions required under these Required
Distribution Provisions will be made upon the death of such spouse.

In the event that the Certificate Owner is a person that is not a natural person
(e.g., a trust or corporation), then, for purposes of these distribution
provisions, (i) the death of the Annuitant shall be treated as the death of any
Certificate Owner, (ii) any change of the Annuitant shall be treated as the
death of any Certificate Owner, and (iii) in either case the appropriate
distribution required under these distribution rules shall be made upon such
death or change, as the case may be. The Annuitant is the primary annuitant as
defined in Section 72(s)(6)(B) of the Code.

These distribution provisions shall not be applicable to any Certificate
Agreement that is not required to be subject to the provisions of 72(s) of the
Code by reason of Section 72(s)(5) or any other law or rule. Such contracts
include, but are not limited to, any Certificate Agreement (i) which is provided
under a plan described in Section 401(a) of the Code which includes a trust
exempt from tax under Section 501 of the Code; (ii) which is provided under a
plan described in Section 403(a) of the Code; (iii) which is described in
Section 403(b) of the Code; (iv) which is an individual retirement annuity or
provided under an individual retirement account or annuity as described in
Section 408 of the Code; or (v) which is a qualified funding asset (as defined
in Section 130(d) of the Code, but without regard to whether there is a
qualified assignment).

This Certificate Agreement is intended to be treated as an "annuity contract"
for federal income tax purposes. Accordingly, all provisions of this Contract
shall be interpreted and administered in accordance with the requirements of
Section 72(s) of the Code. In no event shall any payment be deferred beyond the
time limits permitted by Section 72(s) of the Code. The Company reserves the
right to amend this Certificate Agreement to comply with requirements set out in
the Code and regulations and rulings thereunder, as they may exist from time to
time.

Upon the death of a "deceased Certificate Owner", the designated beneficiary
must elect a method of distribution which complies with these above Distribution
Provisions and which is acceptable to the Company. Such election must be made
with 60 days of the Certificate Owner's death.

DEATH BENEFIT PAYMENT PROVISIONS

The value of the Death Benefit will be determined as of the Valuation Date
coincident with, or next following the date the Company receives in writing at
the Home Office the following three items: (1) proper proof of the Annuitant's
death; (2) an election specifying distribution method; and (3) any applicable
state required form(s).

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Proof of death is either:

(1) a copy of a certified death certificate;
(2) a copy of a certified decree of a court of competent
jurisdiction as to the finding of death;
(3) a written statement by a medical doctor who attended the
deceased; or
(4) any other proof satisfactory to the Company.

The value of the Death Benefit will be the greater of (1) the sum of all
Purchase Payments, less any amounts surrendered, (2) the Certificate Account
Value, or (3) the Certificate Account Value as of the most recent five-year
Certificate Anniversary occurring prior to the Annuitant's 86th birthday, less
any amounts surrendered after that anniversary date.

ACCUMULATION PROVISIONS
-----------------------

MODIFIED SINGLE PURCHASE PAYMENTS

The Certificate Agreement is provided in return for the initial Purchase Payment
and any subsequent Purchase Payments. The cumulative total of all Purchase
Payments under this and any other annuity Contract(s) issued by the Company
having the same Annuitant may not exceed $1,000,000 without the prior written
consent of the Company.

The initial Purchase Payment is due on the Certificate Effective Date and may
not be less than [$15,000]. Purchase payments, if any, after the initial
Purchase Payment must be at least [$1,000] and may be made at any time.

ALLOCATION OF PURCHASE PAYMENTS

The Owner elects to have the Purchase Payments allocated among the Fixed
Account, the Sub-Accounts of the Variable Account, and the GTOs under the
Multiple Maturity Account at the time of application. The allocation of future
Purchase Payments may be changed by the Certificate Owner by a proper submission
that is received and recorded by the Company.

CERTIFICATE ACCOUNT VALUE

The value of a Certificate Account at any time will be: (1) the Variable Account
value held on behalf of the Certificate Owner; (2) the Fixed Account value held
on behalf of the Certificate Owner; and (3) the value of amounts allocated to
GTOs under the Multiple Maturity Account which may be subject to a Market Value
Adjustment.

FIXED ACCOUNT CERTIFICATE VALUE

The Fixed Account Certificate Value at any time will be: the sum of all amounts
credited to the Fixed Account under this Contract less any amounts canceled or
withdrawn for charges, deductions, or surrenders.

FIXED ACCOUNT PROVISIONS

The Fixed Account is the general account of the Company. It is made up of all
assets of the Company other than: (1) those in the Variable Account; and (2)
those in any other segregated asset account.

INTEREST TO BE CREDITED

The Company will credit interest to the Fixed Account Certificate Value. Such
interest will be credited at such rate or rates as the Company prospectively
declares from time to time, at the sole discretion of the Company. Such rates
will be declared to the Certificate Owner in writing after each quarterly
period. Any such rate or rates so determined, for which deposits are

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received, will remain in effect for a period of not less than 12 months.
However, the Company guarantees that it will credit interest at not less than
[3.0%] per year or any lesser amount as permitted by state law.

VARIABLE ACCOUNT CERTIFICATE VALUE

The Variable Account Certificate Value is the sum of the value of all Variable
Account Accumulation Units under this Certificate Agreement.

If: (1) part or all of the Variable Account Certificate Value is surrendered; or
(2) charges or deductions are made against the Variable Account Certificate
Value; then, an appropriate number of Accumulation Units will be canceled or
surrendered to equal such amount.

THE VARIABLE ACCOUNT

The Variable Account is a separate investment account of the Company. The
Company has allocated a part of its assets for the Contract and certain other
contracts to the Variable Account. Such assets of the Variable Account remain
the property of the Company. However, they may not be charged with the
liabilities from any other business in which the Company may take part.

The Variable Account is divided into Sub-Accounts which invest in shares of the
Mutual Funds. Purchase payments are allocated among one or more of these
Sub-Accounts, as designated by the Certificate Owner.

INVESTMENTS OF THE VARIABLE ACCOUNT

The Purchase Payments applied to the Variable Account will be invested at net
asset value in one or more of the Sub-Accounts.

VALUATION OF ASSETS

Mutual Fund shares in the Variable Account will be valued at their net asset
value.

VARIABLE ACCOUNT ACCUMULATION UNITS

The number of Accumulation Units for each Sub-Account of the Variable Account is
found by dividing: (1) the net amount allocated to the Sub-Account; by (2) the
Accumulation Unit value for the Sub-Account for the Valuation Period during
which the Company received the Purchase Payment.

VARIABLE ACCOUNT ACCUMULATION UNIT VALUE

The value of an Accumulation Unit for each Sub-Account of the Variable Account
was arbitrarily set at $10 when the first Mutual Fund shares were available for
purchase. The value for any later Valuation Period is found as follows:

The Accumulation Unit value for each Sub-Account for the last prior Valuation
Period is multiplied by the Net Investment Factor for the Sub-Account for the
next following Valuation Period. The result is the Accumulation Unit value. The
value of an Accumulation Unit may increase or decrease from one Valuation Period
to the next. The number of Accumulation Units will not change as a result of
investment experience.

NET INVESTMENT FACTOR

The Net Investment Factor is an index applied to measure the investment
performance of a Sub-Account from one Valuation Period to the next. The Net
Investment Factor may be greater or less than one; therefore, the value of an
Accumulation Unit may increase or decrease.

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26

The Net Investment Factor for any Sub-Account for any Valuation Period is
determined by: dividing (1) by (2) and subtracting (3) from the result, where:

1. is the sum of:

a. the net asset value per share of the Mutual Fund held in the
Sub-Account, determined at the end of the current Valuation
Period; plus

b. the per share amount of any dividend or capital gain
Distributions made by the Mutual Fund held in the Sub-Account,
if the "ex-dividend" date occurs during the current Valuation
Period.

2. is the net result of:

a. the net asset value per share of the Mutual Fund held in the
Sub-Account, determined at the end of the last prior Valuation
Period; plus or minus

b. the per share charge or credit for any taxes reserved for the
last prior Valuation Period, plus or minus

c. a per share charge or credit for any taxes reserved for, which
is determined by the Company to have resulted from the
investment operations of the Sub-Account.

3. is a factor representing the Mortality and Expense Risk Charge deducted
from the Variable Account. Such factor is equal, on an annual basis, to
[not greater than 1.25%] of the daily net asset value of the Variable
Account.

For funds that credit dividends on a daily basis and pay such dividends once a
month, the Net Investment Factor allows for the monthly reinvestment of these
daily dividends.

THE MULTIPLE MATURITY ACCOUNT

The Multiple Maturity Account is a separate account of the Company established
for the purpose of facilitating accounting and investment processes undertaken
by the Company in offering GTOs under the Contract. The Company will purchase
and account for Multiple Maturity Account assets in a manner which will support
the crediting of Specified Interest Rates under the various GTOs and the
satisfaction of obligations incurred by the Company in the form of GTOs.

GUARANTEED TERM OPTIONS (GTOs)

At any particular time under this Contract, four GTOs will be available: a three
year GTO, a five year GTO, a seven year GTO and a ten year GTO. Amounts
allocated to a three year GTO will have a Guaranteed Term of three years, a five
year GTO will have a Guaranteed Term of five years, and so on. Regardless of the
source from which a GTO allocation is made, the minimum allocation is $1,000.

GTOs are not available as funding options if the Contract is annuitized. If a
variable annuity Contract is annuitized while a GTO is in effect, and prior to
the Maturity Date of the GTO, an MVA will apply to amounts transferred to other
investment options under the Contract which may be used during Annuitization.

For the duration of the Guaranteed Term of a GTO, the Company will credit a
Specified Interest Rate on amounts remaining allocated under the GTO. A Market
Value Adjustment will apply against all amounts which are transferred or
surrendered from allocations under a GTO prior to the Maturity Period for the
particular GTO. During the Maturity Period, allocations under a GTO may be
transferred, surrendered, or distributed for any other reason without any Market
Value Adjustment (a Contingent Deferred Sales Charge may apply on amounts
surrendered). At all times other than during a Maturity Period, a Market Value
Adjustment will apply to amounts distributed from allocations under a GTO.

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27

At least 15 days and at most 30 days prior to the end of each calendar quarter,
variable annuity contract holders having GTOs with Maturity Dates coinciding
with the end of the calendar quarter will be notified of the impending
expiration of the GTO. Contract holders will then have the option of directing
the withdrawal or transfer of the GTO without application of any MVA during the
Maturity Period. Withdrawals or transfers during the Maturity Period, beginning
the day after the Maturity Date and ending thirty days after the Maturity Date,
will not be subject to a MVA. For the period commencing with the first day after
the Maturity Date and ending on the thirtieth day following the Maturity Date,
the GTO will be credited with the same Specified Interest Rate in effect before
the Maturity Date.

If no such direction is received by the thirtieth day following the Maturity
Date, amounts in the GTO will be automatically transferred to the Money Market
sub-account of the variable annuity. The Company reserves the right to restrict
transfers into and out of the Multiple Maturity Account to 1 per calendar year
at all times other than during a Maturity Period.

MARKET VALUE ADJUSTMENT FORMULA

The formula for determining the MVA Factor is:

1 + a
(----------------)t
1 + b + .0025

Where:

a = the CMT Rate for a period equivalent to the Guaranteed Term at the time
of deposit in the GTO;

b = the CMT rate at the time of distribution for a period of time with
maturity equal to the time remaining in the Guaranteed Term. In
determining the number of years to maturity, any partial year will be
counted as a full year, unless this would cause the number of years to
exceed the Guaranteed Term.

t = the number of days until the Maturity Date, divided by 365.25.

In the case of a above, the CMT Rate utilized will be the rate published by the
Federal Reserve Board, the Friday preceding the Wednesday before the Investment
Period during which the allocation to the GTO was made.

In the case of b above, the CMT Rate utilized will be the rate published the
Friday preceding the Wednesday preceding withdrawal, transfer or other
distribution giving rise to the MVA.

For periods which do not coincide with the available CMT periods, rates used in
a and b will be linearly interpolated (where the difference in rates is
proportional to the difference in years).

The MVA Factor will be equal to 1 during the Investment Period. That is, for the
period of time following a GTO allocation during which the Specified Interest
Rate for GTOs of the same duration is not changed, the MVA Factor will be equal
to 1.

The MVA Formula shown above also accounts for some of the administrative and
processing expenses incurred when fixed-interest investments are liquidated.
This is represented in the addition of .0025 in the MVA Formula. The result of
the MVA Formula shown above is the MVA Factor. The MVA Factor will either be
greater, less than or equal to 1 and will be multiplied by the Specified Value
or that portion of the Specified Value being withdrawn, transferred or
distributed for any other reason. If the result is greater than 1, a gain will
be realized by the Contract Owner; if less than 1, a loss will be realized. If
the MVA Factor is exactly 1, no gain or loss will be realized.

If the Federal Reserve Board halts publication of CMT Rates, or if, for any
other reason, CMT Rates are not available to be relied upon, the Company will
use appropriate rates based on treasury bond yields.

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28

SURRENDERS, WITHDRAWALS AND TRANSFERS
-------------------------------------

SURRENDERS

The Certificate Owner may surrender part or all of the Certificate Account Value
at any time this Certificate Agreement is in force and prior to the earlier of
the Annuitization Date or the death of the Annuitant or Contingent Annuitant, if
any. All surrenders will have the following conditions:

1. The request for surrender must be in writing or in a form otherwise
acceptable to the Company.

2. The surrender value will be paid to the Certificate Owner after proper
written application and any proof of interest satisfactory to the
Company are received at the Home Office.

3. The Company reserves the right to require that the signature(s) be
guaranteed by a member firm of a major stock exchange or other
depository institution qualified to give such a guaranty. Payment of
the Variable Certificate Account Value will be made within seven days
of receipt of both proper written application and proof of interest
satisfactory to the Company. Payment of the Fixed Certificate Account
Value may be deferred up to six months following receipt of
application.

4. When written application and proof of interest are received, the
Company will surrender the number of Variable Account Accumulation
Units, any amount from the Fixed Account; and any amount from any GTO
under the Multiple Maturity Account needed to equal: (a) the dollar
amount requested; plus (b) any Contingent Deferred Sales Charge which
applies.

5. If a partial surrender is requested, unless the Certificate Owner has
instructed otherwise, the surrender will be made as follows: (a) from
the Variable Certificate Account; (b) from the Fixed Certificate
Account; and (c) from the GTOs under the Multiple Maturity Account. The
amounts surrendered from the Fixed Account, the Variable Account, and
the GTOs will be in the same proportion that the Certificate Owner's
interest in the Fixed Account, the Variable account, and the GTOs bear
to the total Certificate Account Value.

SURRENDER VALUE

The surrender value is the amount that will be paid if the full Certificate
Account is surrendered. The surrender value at any time will be:

The Certificate Account Value less;

1. any Contingent Deferred Sales Charge which applies.
2. premium taxes, if applicable.

SUSPENSION OR DELAY IN PAYMENT OF SURRENDER

The Company has the right to suspend or delay the date of any Surrender payment
from the Variable Account for any period:

1. When the New York Stock Exchange is closed;

2. When trading on the New York Stock Exchange is restricted;

3. When an emergency exists as a result of which: disposal of securities
held in the Variable Account is not reasonably practicable or it is not
reasonably practicable to fairly determine the value of the net assets
of the Variable Account;

4. During any other period when the Securities and Exchange Commission, by
order, so permits for the protection of security holders; or

5. When the request for Surrender is not made in a form acceptable by the
Company.

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Rules and regulations of the Securities and Exchange Commission will govern as
to whether the conditions set forth in numbers [1, 2, 3, and 4] above exist.

The Company further reserves the right to delay payment of a total surrender of
Certificate Owner's Fixed Account Value for up to [six] months in those states
where applicable law requires the Company to reserve such right.

CONTINGENT DEFERRED SALES CHARGE

If part or all of the Certificate Account Value is surrendered, a Contingent
Deferred Sales Charge may be made by the Company. The Contingent Deferred Sales
Charge is designed to cover expenses relating to the sale of the Certificate
Agreement.

The Contingent Deferred Sales Charge is calculated by multiplying the applicable
Contingent Deferred Sales Charge percentages noted below by the Purchase
Payments that are surrendered. For purposes of calculating the amount of the
Contingent Deferred Sales Charge, surrenders are considered to come first from
the oldest Purchase Payment attributed to the Certificate Account, then from the
next oldest Purchase Payment and so forth, with any earnings attributable to
such Purchase Payments considered only after all Purchase Payments attributed to
the Certificate Account have been considered. (For tax purposes, a surrender is
treated as a withdrawal of earnings first.)

Number of Completed Contingent Deferred Number of Completed Contingent Deferred
Years from Date of Sales Charge Years From Date of Sales Charge
Purchase Payment Percentage Purchase Payment Percentage
----------------------------------------------------------------------------------------------------------

0 7% 4 4%
1 7% 5 3%
2 6% 6 2%
3 5% 7 0%

Contingent Deferred Sales Charges, if applicable, will be assessed against full
or partial surrenders from GTOs. If any such surrender occurs prior to the
Maturity Date for any particular GTO, the amount surrendered will be subject to
an MVA in addition to Contingent Deferred Sales Charges.

WITHDRAWALS WITHOUT CHARGE

During each Certificate Year, the Certificate Owner may withdraw without a
Contingent Deferred Sales Charge (CDSC) a total amount equal to 10% of the sum
of all Purchase Payments made to the Certificate Account. This CDSC-free
withdrawal privilege is non-cumulative; that is, free amounts not taken during
any given Certificate Year cannot be taken as free amounts in a subsequent
Certificate Year.

A CDSC will not be assessed against the withdrawal of any: (1) Purchase Payments
which have been held under this Certificate Account for at least [84] months;
(2) earnings attributable to Purchase Payments made to this Certificate Account;
(3) Death Benefit payments made upon the death of the Annuitant prior to the
Annuitization Date; (4) amounts applied to an Annuity Payment Option after two
years from the Date of Issue; or (5) amounts transferred among the Sub-Accounts
or among the Fixed Certificate Account, the Variable Certificate Account and the
GTOs under the Multiple Maturity Account.

In addition, when a Certificate Agreement described herein is exchanged for
another Contract or Certificate Agreement issued by the Company or any of its
affiliate insurance companies, of the type and class which the Company
determines is eligible for such exchange, the Company will waive the Contingent
Deferred Sales Charge on the first contract. A Contingent Deferred Sales Charge
may apply to the contract received in the exchange.

When a Certificate Account is held by a Charitable Remainder Trust, the amount
which may be withdrawn from this Certificate Account without application of a
Contingent Deferred Sales Charge, shall be the larger of (a) or (b) where (a)
is: the amount which would otherwise be available for withdrawal without
application of a Contingent Deferred Sales Charge; and where

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30

(b) is the difference between the total Purchase Payments attributed to the
Certificate Account as of the date of the withdrawal (reduced by previous
withdrawals of such Purchase Payments), and the Certificate Account Value at the
close of the day prior to the date of the withdrawal.

The amount of Contingent Deferred Sales Charge on the Certificate Account may be
reduced when sales of the Contract interest are made to a trustee, employer or
similar entity pursuant to a retirement plan or when sales are made in a similar
arrangement where offering the contract to a group of individuals under which
such program results in savings of sales expenses. The entitlement of such a
reduction in Contingent Deferred Sales Charge will be determined by the Company.

SYSTEMATIC WITHDRAWALS

The Certificate Owner may elect in writing on a form provided by the Company to
take Systematic Withdrawals of a specified dollar amount (of at least $100) on a
monthly, quarterly, semi-annual or annual basis. The Company will process the
withdrawals as directed by surrendering on a pro-rata basis Accumulation Units
from all of the Sub-Accounts in which the Certificate Owner has an interest, and
the Fixed Account. A Contingent Deferred Sales Charge may apply to Systematic
Withdrawals in accordance with the considerations set forth in the "Contingent
Deferred Sales Charge" and "Withdrawals Without Charge" provisions of the
Contract. Each Systematic Withdrawal is subject to federal income taxes on the
taxable portion. In addition, a 10% federal penalty tax may be assessed on
Systematic Withdrawals if the Contract Owner is under age 59 1/2. Unless
otherwise directed by the Certificate Owner, the Company will withhold federal
income taxes from each Systematic Withdrawal. An age-based Systematic Withdrawal
program will terminate automatically at the end of each Certificate Year and may
be reinstated only on or after the next Certificate Anniversary pursuant to a
new request. Unless the Certificate Owner has made an irrevocable election of
distributions of substantially equal periodic payments, the Systematic
Withdrawals may be discontinued at any time by notification to the Company in
writing.

If the Certificate Owner withdraws amounts pursuant to a Systematic Withdrawal
program, then the Certificate Owner may withdraw each Certificate Year without a
CDSC an amount up to the greater of (i) 10% of the total sum of all Purchase
Payments made to the Contract at the time of withdrawal, or (ii) the specified
percentage of the Certificate Account based on the Certificate Owner's age, as
shown in the following table:

CERTIFICATE OWNER'S AGE PERCENTAGE OF CERTIFICATE ACCOUNT VALUE
----------------------- ---------------------------------------

Under 59-1/2 5%
59-1/2 to 70-1/2 7%
70-1/2 to 75 9%
75 and Over 13%

If the total amounts withdrawn in any Certificate Year exceed the CDSC-free
amount as calculated under the Systematic Withdrawal method described above,
then such total withdrawn amounts will be eligible only for the 10% of Purchase
Payment CDSC-free withdrawal privilege described in the "Withdrawals Without
Charge" provision of the Certificate Agreement, and the total amount of CDSC
charged during the Certificate Year will be determined in accordance with that
provision.

The Certificate Account value and the Certificate Owner's age for purposes of
applying the CDSC-free withdrawal percentage described above are determined as
of the date the request for a Systematic Withdrawal program is received and
recorded by the Company at its Home Office. (In the case of Joint Certificate
Owners, the older Certificate Owner's age will be used.) The Certificate Owner
may elect to take such CDSC-free amounts only once each Certificate Year.
Furthermore, this CDSC-free withdrawal privilege for Systematic Withdrawals is
non-cumulative, that is, free amounts not taken during any given Certificate
Year cannot be taken as free amounts in a subsequent Certificate Year.

Systematic Withdrawals are not available prior to the expiration of the free
look provision of the Contract. The Company also reserves the right to assess a
processing fee for this service.

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TRANSFER PROVISIONS

A Certificate Owner may annually transfer a portion of the value held on his
behalf in the Fixed Account to the Variable Account and a portion of the
Variable Account to the Fixed Account, without penalty or adjustment. Within any
Certificate Year, the Company reserves the right to restrict transfers from the
Variable Account to the Fixed Account to [10%] of the Certificate Owner's
Variable Account Value.

For purposes of the provisions in this section describing limitations or
potential limitations on transfers to or from the Fixed Account, where
available, the term "Variable Account" will be defined to include all GTO
allocations under the Certificate Account. The Company reserves the right to
restrict transfers into and out of the Multiple Maturity Account to one per
calendar year at all times other than during the Maturity Period.

A Certificate Owner may annually transfer at the end of an Interest Rate
Guarantee Period, a minimum of 10% of the funds held on his behalf with a
maturing interest rate guarantee from the Certificate Owner's Fixed Certificate
Account to the Variable Certificate Account without penalty or adjustment. The
maximum allowable transfer amount from the Fixed Certificate Account to the
Variable Certificate Account will be determined by the Company at its sole
discretion. Transfers from the Fixed Certificate Account must be made within
[45] days after the expiration date of the Interest Rate Guarantee Period.

The Company reserves the right to refuse transfers or Purchase Payments into the
fixed portion of the Certificate Account if the Certificate Owner's Fixed
Account Certificate Value is greater than or equal to [30%] of the total of the
Certificate Account Value at the time such transfer is requested or such
Purchase Payment is tendered. Transfers must be made prior to the Annuitization
date. Transfers may occur among the Sub-Accounts once daily.

DISTRIBUTION PROVISIONS
-----------------------

The following events will give rise to a Distribution:

1. Reaching the Annuitization Date - Distribution will be made pursuant to
the Annuity Payment Option selected.

2. Death of the Annuitant prior to the Annuitization Date - Distribution
to be made in accordance with the options available under the Annuitant
provisions of this Certificate Agreement. When the Certificate Owner is
a non-natural person, upon the death of the Annuitant, Distribution
will be made in a manner that is consistent with the Required
Distribution Provisions of this Certificate Agreement.

3. Death of an Owner - Distribution to be made in a manner consistent with
the Required Distribution Provisions a this Certificate Agreement.

4. Other Surrender - Distribution to be made in accordance with the
Surrender provisions of this Certificate Agreement.

ANNUITIZATION PROVISIONS
------------------------

ANNUITIZATION

This is the process of selecting an Annuity Payment Option to begin the payout
phase of the Certificate Agreement. When making the Annuitization election the
Annuitant must chose: (1) an Annuity Payout Option; and (2) elect either a Fixed
Annuity, Variable Annuity or other annuity that may be available at the time of
Annuitization.

As of the Annuitization Date, the Certificate Account Value is surrendered and
applied to the purchase rate then in effect for the option selected. The
purchase rates for any options guaranteed to be available will be determined on
a basis not less favorable than the 1983 "Table a" with ages set back six years,
with minimum interest at 3.0%. The rates shown in the Annuity Tables are
calculated on this guarantee basis. Annuitization is irrevocable once payments
have begun.

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ANNUITY COMMENCEMENT DATE

The Annuity Commencement Date may be the first day of a calendar month or any
other agreed upon date. It must be at least [two] years after the Date of Issue.
The Annuity Commencement Date may not be later than the first day of the first
calendar month after the Annuitant's [90th] birthday, unless a later date has
been requested by the Certificate Owner and approved by the Company. This date
is selected by the Certificate Owner at the time of application. Any applicable
premium taxes not already deducted may be deducted from the Certificate Account
value at the Annuitization Date. The remaining Certificate Account Value will
then be applied to the Annuity Payment Option selected by the Certificate Owner.

CHANGE OF ANNUITY COMMENCEMENT DATE

The Certificate Owner may change the Annuity Commencement Date. A change of
Annuity Commencement Date must be made by written request, approved by the
Company, and must comply with ▇▇▇▇▇▇▇ Commencement Date Provisions above.

CHANGE OF ANNUITY PAYMENT OPTION

The Certificate Owner may change the Annuity Payment Option prior to the
Annuitization Date. A change of the Annuity Payment Option must be made by
written request and must be received at the Home Office prior to the
Annuitization Date. After a change of Annuity Payment Option is received at the
Home Office, it will become effective as of the date it was requested. A change
of Annuity Payment Option will not apply to any payment made or action taken by
the Company before it is received.

SELECTION OF ANNUITY PAYMENT OPTION

An Annuity Payment Option may be selected prior to Annuitization. Any Annuity
Payment Option NOT set forth in the Certificate Agreement or a combination of
available options which is satisfactory to both the Company and the Annuitant
may be selected. Options available for qualified contracts may be limited based
on the age of the Annuitant and distribution requirements under the Code.

SUPPLEMENTARY AGREEMENT

A Supplementary Agreement will be issued within 30 days following the
Annuitization Date. The Supplementary Agreement will set forth the terms of the
Annuity Payment Option selected.

FREQUENCY AND AMOUNT OF PAYMENTS

Payments will be made based on the Annuity Payment Option selected. However, if
the net amount to be applied to any annuity payment option at the Annuitization
Date is less than [$5000], the Company has the right to pay such amount in one
lump sum.

If any payment provided for would be or becomes less than [$50], the Company has
the right to change the frequency of payment to an interval that will result in
payments of at least [$50]. In no event will the Company make payments under an
annuity option less frequently than annually, unless otherwise required.

FIXED ANNUITY PROVISIONS

A Fixed Annuity is an annuity with level payments which are guaranteed by the
Company as to dollar amount during the annuity payment period. At the
Annuitization Date, a designated portion of the Certificate Account Value will
be applied to the applicable Annuity Table. This will be done in accordance with
the Annuity Payment Option selected.

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VARIABLE ANNUITY PROVISIONS

A Variable Annuity is a series of payments which are not predetermined or
guaranteed as to dollar amount and which vary in amount with the investment
experience of the Variable Account.

DETERMINATION OF FIRST VARIABLE ANNUITY PAYMENT

At the Annuitization Date, a designated portion of the Certificate Account Value
will be applied to purchase rates not less favorable than those based on 1983
"Table a" with ages set back six years and 3.5% interest.

ANNUITY UNIT VALUE

An Annuity Unit is used to calculate the value of annuity payments. The value of
an Annuity Unit for each Sub-Account was arbitrarily set at $10 when the first
Mutual Fund shares were bought. The value for any later Valuation Period is
found as follows:

1. The Annuity Unit Value for each Sub-Account for the last prior
Valuation Period is multiplied by the Net Investment Factor for the
Sub-Account for the Valuation Period for which the Annuity Unit Value
is being calculated.

2. The result is multiplied by an interest factor. This is done because
the Assumed Investment Rate of 3.5% per year is built into the Annuity
Tables.

VARIABLE ANNUITY PAYMENTS AFTER THE FIRST PAYMENT

Variable Annuity payments after the first vary in amount. The payment amount
changes with the investment performance of the Sub-Accounts within the Variable
Account. The dollar amount of such payments is determined as follows:

1. The dollar amount of the first annuity payment is divided by the unit
value as of the Annuitization Date. This result establishes the fixed
number of Annuity Units for each monthly annuity payment after the
first. This number of Annuity Units remains fixed during the annuity
payment period.

2. The fixed number of Annuity Units is multiplied by the Annuity Unit
Value for the Valuation Date for which the payment is due. This result
establishes the dollar amount of the payment.

The Company guarantees that the dollar amount of each payment after the first
will not be affected by variations in expenses or mortality experience.

ANNUITY PAYMENT OPTIONS
-----------------------

GENERAL

All annuity payments will be mailed within 10 working days of the first of the
month in which they are scheduled to be made. The following is a list of options
guaranteed to be made available by the Company.

INDIVIDUAL CERTIFICATE

The Company will issue an annuity certificate to each Annuitant or other person
for whom an annuity is purchased under this Certificate Agreement, as of the
date of the first payment under such annuity. Each certificate will set forth in
substance the benefit to which such person entitled under the annuity. In
addition if any applicable law so requires, the Company will issue a descriptive
certificate to each Annuitant or other person for whom an annuity is purchased
under the Contract. Each such certificate ▇▇▇▇▇ set forth in substance the
benefits to which such Annuitant or other person is entitled. The certificate
will not be considered a part of the Contract.

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LIFE ANNUITY

The amount to be paid under this option will be paid during the lifetime of the
Annuitant. Payments will cease with the last payment due prior to the death of
the Annuitant.

JOINT AND LAST SURVIVOR ANNUITY

The amount to be paid under this option will be paid during the lifetimes of the
Annuitant and designated second person. Payments will continue as long as either
is living.

LIFE ANNUITY WITH 120 OR 240 MONTHLY PAYMENTS GUARANTEED

The amount to be paid under this option will be paid during the lifetime of the
Annuitant. A guaranteed period of 120 or 240 months may be selected. If the
Annuitant dies prior to the end of this guaranteed period, the recipient chosen
by the Annuitant will receive the remaining guaranteed payments.

ANY OTHER OPTION

The amount and period under any other option will be determined by the Company.
Payment options not set forth in the Certificate Agreement are available only if
they are approved by both the Company and the Annuitant.

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MONTHLY BENEFITS PER $1000 APPLIED
ANNUITY TABLES
JOINT AND SURVIVOR MONTHLY ANNUITY PAYMENTS

ANNUITANT'S AGE LAST BIRTHDAY

FEMALE AGE
----------
50 55 60 65 70
-- -- -- -- --

MALE AGE 50 3.36 3.46 3.56 3.64 3.71
-------- 55 3.42 3.56 3.69 3.82 3.93
60 3.47 3.64 3.82 3.99 4.16
65 3.70 3.92 4.15 4.39
70 4.00 4.30 4.61

LIFE ANNUITY: MONTHLY ANNUITY PAYMENTS

MALE GUARANTEED PERIOD FEMALE GUARANTEED PERIOD
ANNUITANT'S ATTAINED ANNUITANT'S
AGE LAST BIRTHDAY 120 240 ATTAINED AGE 120 240
------------- NONE MONTHS MONTHS LAST BIRTHDAY NONE MONTHS MONTHS
---- ------ ------ ------------- ---- ------ ------

50 3.87 3.85 3.77 50 3.59 3.58 3.55
51 3.93 3.90 3.82 51 3.64 3.63 3.59
52 3.99 3.96 3.87 52 3.68 3.67 3.63
53 4.05 4.02 3.92 53 3.74 3.72 3.68
54 4.12 4.09 3.97 54 3.79 3.78 3.72
55 4.19 4.15 4.03 55 3.85 3.83 3.77
56 4.27 4.22 4.08 56 3.90 3.89 3.82
57 4.34 4.30 4.14 57 3.97 3.95 3.88
58 4.43 4.37 4.20 58 4.03 4.01 3.93
59 4.51 4.45 4.26 59 4.10 4.08 3.99
60 4.60 4.54 4.32 60 4.18 4.15 4.04
61 4.70 4.62 4.39 61 4.25 4.22 4.11
62 4.80 4.72 4.45 62 4.34 4.30 4.17
63 4.91 4.82 4.51 63 4.42 4.38 4.23
64 5.03 4.92 4.58 64 4.52 4.47 4.30
65 5.15 5.03 4.65 65 4.61 4.56 4.37
66 5.28 5.14 4.71 66 4.72 4.66 4.44
67 5.43 5.27 4.78 67 4.83 4.76 4.51
68 5.58 5.39 4.84 68 4.95 4.87 4.58
69 5.74 5.53 4.90 69 5.08 4.98 4.65
70 5.91 5.66 4.96 70 5.21 5.10 4.72
71 6.10 5.81 5.02 71 5.36 5.22 4.79
72 6.30 5.96 5.08 72 5.51 5.36 4.86
73 6.51 6.12 5.13 73 5.67 5.50 4.93
74 6.73 6.28 5.18 74 5.85 5.65 5.00
75 6.97 6.44 5.23 75 6.04 5.80 5.06
76 7.23 6.61 5.27 76 6.25 5.97 5.12
77 7.51 6.79 5.31 77 6.47 6.14 5.18
78 7.80 6.96 5.34 78 6.71 6.32 5.23
79 8.12 7.14 5.37 79 6.98 6.50 5.28
80 8.46 7.32 5.40 80 7.26 6.69 5.32

EXHIBIT NO. 4

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