VAP 0310 LBL B-Share MVA Lincoln Benefit Life Company A Stock Company Home Office: 2940 South 84th Street, Lincoln, Nebraska 68506-4142 Flexible Premium Deferred Variable Annuity Contract This Contract is issued to the Owner in consideration of the...

Exhibit 4(a) Consultant Solutions Classic Variable Annuity Contract

VAP 0310 LBL B-Share MVA

Lincoln Benefit
Life Company
A Stock Company

Home Office: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Flexible Premium Deferred Variable Annuity Contract

This Contract is issued to the Owner in consideration of the initial purchase
payments. Lincoln Benefit Life Company ("Lincoln Benefit Life") will pay the
benefits of this Contract, subject to its terms and conditions.

Throughout this Contract, "you" and "your" refer to the Owner(s) of this
Contract. "We", "us" and "our" refer to Lincoln Benefit Life Company.

Contract Summary
This flexible premium deferred variable annuity provides a cash withdrawal
benefit, a death benefit, and a settlement value during the Accumulation Phase,
and periodic income payments beginning on the Payout Start Date during the
Payout Phase.

The dollar amount of income payments or other values provided by this Contract,
when based on the investment experience of the Variable Account, will vary to
reflect the performance of the Variable Account. For amounts in the Market Value
Adjusted Account, the withdrawal benefit, the settlement value, transfers to
other Investment Alternatives and any amount applied to an Income Plan may be
subject to a Market Value Adjustment which may result in an upward or downward
adjustment of the amount distributed.

This Contract does not pay dividends.

The tax status of this Contract as it applies to the Owner should be reviewed
each year.

PLEASE READ YOUR CONTRACT CAREFULLY.

This is a legal Contract between the Owner(s) of this Contract and Lincoln
Benefit Life Company.

Trial Examination Period
Upon written request, we will provide you with factual information regarding the
benefits and provisions contained in this Contract. If you are not satisfied
with this Contract for any reason, you may cancel it by written notification
within 20 days after you receive it. We will refund purchase payments allocated
to the Variable Account, adjusted to reflect investment gain or loss from the
date of allocation through the date of cancellation, plus any purchase payments
allocated to the Fixed Account Options, less any withdrawals. (Where required by
state law, we will refund purchase payments.) If this Contract is qualified
under Section 408 of the Internal Revenue Code, we will refund the greater of
any purchase payments or the Contract Value.

Flexible Premium Deferred Variable Annuity

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

TABLE OF CONTENTS
-----------------------------------------------------------------------------

ANNUITY DATA PAGE

THE PERSONS INVOLVED

ACCUMULATION PHASE

PAYOUT PHASE

INCOME PAYMENT TABLES

GENERAL PROVISIONS

..........
------------------------------------------------------------------------------

THE PERSONS INVOLVED
------------------------------------------------------------------------------

OWNER The person named at the time of application is the Owner of this Contract
unless subsequently changed. As Owner, you will receive any periodic income
payments, unless you have directed us to pay them to someone else. This Contract
cannot be jointly owned by a non-living person and a living person. If the Owner
is a trust, the Owner will be considered a non-living person.

You may exercise all the rights stated in this Contract, subject to the rights
of any irrevocable Beneficiary.

You may change the Owner at any time by written request in a form satisfactory
to us. Each change is subject to any payments we make or other action we take
before we accept it. If we accept a change, the change will take effect on the
date you signed the request.

You may not assign any interest in this Contract as collateral or security for a
loan. However, you may assign periodic income payments under this Contract
before the Payout Start Date. We are bound by an assignment only if it is signed
by you and filed with us. We are not responsible for the validity of an
assignment.

If more than one person is designated as Owner:

o Owner as used in this Contract refers to all people named as Owners, unless
otherwise indicated;

o Any request to exercise ownership rights must be signed by all Owners;

o On the death of any person who is an Owner, the surviving person(s) named
as Owner(s) will continue as Owner(s), as described in the Death of Owner
section; and

o If any Owner is a non-living person, when the Annuitant dies, the Death of
Annuitant section will apply.

ANNUITANT The Annuitant is the person named on the Annuity Data Page. The
Annuitant must be a living person.

If the Owner is a living person, the Owner may change the Annuitant before the
Payout Start Date by written request in a form satisfactory to us. Once we
accept a change, it takes effect on the date you signed the request. Each change
is subject to any payment we make or other action we take before we accept it.

BENEFICIARY The two classes of Beneficiaries are Primary Beneficiaries and
Contingent Beneficiaries. Primary Beneficiaries and Contingent Beneficiaries are
individually and collectively referred to herein as "Beneficiaries."

The Primary Beneficiary is the person(s) named on the Annuity Data Page unless
later changed by the Owner. The Primary Beneficiary is the Beneficiary(ies) who
is first entitled to receive benefits under this Contract upon the death of the
sole surviving Owner.

The Contingent Beneficiary is the person(s) named on the Annuity Data Page
unless later changed by the Owner. The Contingent Beneficiary is entitled to
receive benefits under the Contract upon the death of the sole surviving Owner,
when all Primary Beneficiary(ies) predecease the sole surviving Owner.

You may change or add Beneficiaries at any time by written request in a form
satisfactory to us, unless you have designated an irrevocable Beneficiary. You
may restrict income payments to Beneficiaries by written request in a form
satisfactory to us. Once we accept a request, the change will take effect on the
date you signed the request. Any change is subject to any payment we make or
other action we take before we accept the change.

If no named Beneficiary is living when the sole surviving Owner dies, or if a
Beneficiary has not been named, the new Beneficiary will be:

i. Your spouse, or if he or she is no longer living,
ii. Your surviving children equally, or if you have no surviving
children, iii.Your estate.

For the purposes of this Contract, children are natural children and adopted
children only.

Unless you have provided written directions to the contrary, in a form
satisfactory to us, the Beneficiaries will take equal shares. If there is more
than one Beneficiary in a class and one of the Beneficiaries predeceases the
Owner, the deceased Beneficiary's entire share will be divided among the
remaining Beneficiaries in that class in proportion to the remaining
Beneficiaries' original shares.

SURVIVOR CLAUSE
For purposes of this Contract, in determining whether a living person, including
an Owner, Primary Beneficiary, Contingent Beneficiary, or Annuitant ("Living
Person A") has survived another living person, including an Owner, Primary
Beneficiary, Contingent Beneficiary, or Annuitant ("Living Person B"), Living
Person A must survive Living Person B by at least 24 hours. Otherwise, Living
Person A will be conclusively deemed to have predeceased Living Person B.

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

ACCUMULATION PHASE
------------------------------------------------------------------------------

ACCUMULATION PHASE DEFINED The "Accumulation Phase" is the first of the two
phases of this Contract. The Accumulation Phase begins on the Issue Date stated
on the Annuity Data Page. This phase will continue until the Payout Start Date
unless the Contract is terminated before that date.

CONTRACT YEAR A "Contract Year" is the 365 day period (366 days for a leap year)
beginning on the Issue Date and on each anniversary of the Issue Date ("Contract
Anniversary").

VALUATION DATE AND VALUATION PERIOD A "Valuation Date" is any date Monday
through Friday on which the New York Stock Exchange is open for regular trading.
A "Valuation Period" is the time interval beginning at the closing of the New
York Stock Exchange on a Valuation Date and ending at the closing of the New
York Stock Exchange on the following Valuation Date.

PURCHASE PAYMENTS The amount of the Initial Purchase Payment is shown on the
Annuity Data Page. You may make subsequent purchase payments during the
Accumulation Phase. We reserve the right to impose a minimum amount on each
subsequent purchase payment. This minimum amount will not exceed $1,000. We also
reserve the right to limit the cumulative purchase payments to a maximum amount
of $1,000,000. We may limit your ability to make subsequent purchase payments in
order to comply with the laws of the state where this Contract is delivered.

We will invest the purchase payments in the Investment Alternatives you select.
You may allocate any portion of your purchase payment in whole percents from 0%
to 100% or in exact dollar amounts to any of the Investment Alternatives. The
total allocation of your purchase payment to the Investment Alternatives you
select must equal 100%.

The allocation of the Initial Purchase Payment is shown on the Annuity Data
Page. Allocation of each subsequent purchase payment will be the same as the
allocation for the most recent purchase payment unless you change the
allocation. You may change the allocation of subsequent purchase payments at any
time, without charge, by notice in a form satisfactory to us. Any change will
take effect as of the day we receive the notice. However, if we receive the
notice on a day other than a Valuation Date, then the reallocation will take
effect at the close of the next Valuation Date.

If the Trial Examination Period provision requires us to refund purchase
payments, then during the Trial Examination Period, we reserve the right to
invest the purchase payments you allocate to the Variable Account to the money
market Variable Sub-account available under this Contract. We will notify you if
we do so. At the end of the Trial Examination Period, the amount in the money
market Variable Sub-account will be allocated to the Variable Sub-accounts as
originally designated by you. This allocation will not be considered a transfer.

INVESTMENT ALTERNATIVES Investment Alternatives are the Sub-accounts of the
Variable Account and the Fixed Account Options under this Contract.

We reserve the right in our sole discretion to:

|X| Make additional Investment Alternatives available;

|X| Modify, substitute or eliminate any current or future Investment
Alternatives we make available; and,

|X| Establish and modify the terms and conditions for making purchase
payments to, withdrawals from, and transfers to or from any of the
Investment Alternatives we make available.

Without limiting the foregoing, we reserve the right to impose limitations and
requirements on the Variable Sub-accounts and/or Fixed Account Options in which
you may invest. These limitations and requirements may include, but are not
limited to:

|X| Maximum investments limits;

|X| Exclusion of certain accounts or Sub-accounts;

|X| Term length requirements for Fixed Account Options;

|X| Required minimum allocations; and/or,

|X| The required use of automatic portfolio rebalancing.

A current explanation and list of investment limitations and requirements is set
forth in the prospectus that pertains to your Contract.

VARIABLE ACCOUNT The "Variable Account" for this Contract is shown on the
Annuity Data Page. This account is a separate investment account to which we
allocate assets contributed under this and certain other contracts. The income,
gain and losses, realized or unrealized, from assets allocated to the Variable
Account are credited to or charged against the Account without regard to our
other income, gains or losses.

If we deem it to be in the best interest of persons having voting rights under
the Contracts, the Variable Account may be operated as a management company
under the Investment Company Act of 1940, as amended, or it may be deregistered
under such Act in the event such registration is no longer required.

VARIABLE SUB-ACCOUNTS The Variable Account is divided into Sub-accounts. Each
Sub-account represents an investment in the shares of the mutual fund underlying
that Sub-account. We may offer additional Sub-accounts of the Variable Account
at our discretion. We reserve the right to limit the number of Sub-accounts of
the Variable Account that may be invested in at any one time.

We reserve the right, subject to applicable law, to make additions to, deletions
from, or substitutions for the shares of the underlying mutual fund of the
Sub-accounts of the Variable Account. We will not substitute any shares
attributable to your interest in a Sub-account of the Variable Account without
notice to you and prior approval of the Securities and Exchange Commission, to
the extent required by the Investment Company Act of 1940, as amended.

We reserve the right to establish additional Sub-accounts of the Variable
Account, each of which would invest in shares of a mutual fund. You may then
instruct us to allocate purchase payments or transfers to such Sub-accounts,
subject to any terms set by us or the mutual fund. We reserve the right to limit
the availability of Sub-accounts and/or funds for this Contract.

In the event of any such substitution or change, we may, by endorsement, make
such changes as may be necessary or appropriate to reflect such substitution or
change.

FIXED ACCOUNT OPTIONS The Fixed Account Options under this Contract are the
Dollar Cost Averaging Fixed Account Option and the Market Value Adjusted Account
Option.

DOLLAR COST AVERAGING FIXED ACCOUNT OPTION The Dollar Cost Averaging Fixed
Account is divided into individual Transfer Period Accounts. A new Transfer
Period Account is established each time you allocate a purchase payment to the
Dollar Cost Averaging Fixed Account and you choose the term length of the new
Transfer Period Account. Purchase payments may not be allocated to any existing
Transfer Period Account. No amount may be transferred into the Dollar Cost
Averaging Fixed Account. Each purchase payment allocated to a Transfer Period
Account must be at least $500. We may offer term lengths from which you may
select for your Transfer Period Account(s), which may range from three to
eighteen months; however, we may add to, modify or eliminate the term lengths we
offer at our discretion.

Amounts in a Transfer Period Account will earn interest at the rate declared for
the Transfer Period Account at the time it is established. This interest rate
will be in effect for the term of the Transfer Period Account. Each purchase
payment and all associated interest in a Transfer Period Account must be
transferred to the other Investment Alternatives according to your allocation
instructions in equal monthly installments during the term of the Transfer
Period Account. We reserve the right to restrict the Investment Alternatives
available for transfers from any Transfer Period Account. We may offer weekly,
quarterly, semi-annual, or other installment transfer period alternatives, at
our discretion. For each purchase payment, the first transfer from a Transfer
Period Account will begin on the 25th day after we have received the purchase
payment. If we do not receive an allocation instruction from you when payment is
received by us, the purchase payment and all associated interest will be
transferred to the money market Variable Sub-account in equal installments until
we have received a different allocation instruction.

At the expiration of a Transfer Period Account, any residual amount will be
automatically transferred to the money market Variable Sub-account. If you
discontinue the Dollar Cost Averaging Options before the expiration of a
Transfer Period Account, the remaining balance will be transferred on the day we
receive notification to the money market Variable Sub-account unless you request
a different Investment Alternative. However, if we receive your notice of
discontinuation on a day other than a Valuation Date, then the transfer will
occur at the close of the next Valuation Date.

GUARANTEE PERIOD ACCOUNT The Market Value Adjusted Account is divided into
individual Guarantee Period Accounts. A new Guarantee Period Account is
established each time you:

o Allocate purchase payments to the Market Value Adjusted Account and you
choose the term length of the new Guarantee Period Account; or

o You elect or are deemed to have elected to transfer the Guarantee Period
Account Value of an expiring Guarantee Period Account to establish a new
Account.

You may not allocate a purchase payment or transfer to any existing Guarantee
Period Account. Each purchase payment or transfer into a Guarantee Period
Account must be at least $500. We may offer term lengths you may choose for your
Guarantee Period Accounts from one to ten years.

We may add to, modify or eliminate the term lengths we offer at our discretion.

You must choose the term length for a new Guarantee Period Account from the term
lengths we offer for the Market Value Adjusted Account at the time you create
the new Guarantee Period Account. If you allocate a purchase payment or transfer
to the Market Value Adjusted Account, but you do not select a term length for
the new Guarantee Period Account, we will allocate the purchase payment or the
transfer to a new Guarantee Period Account with the same term length as your
most recent purchase payment or the transfer to the same Fixed Account Option.
If we no longer offer that term length, then we will allocate the purchase
payment or the transfer to a new Guarantee Period Account with the next shortest
term currently offered for that Fixed Account Option. If you have not made a
prior allocation to a Guarantee Period Account, then we will allocate the
purchase payment or the transfer to a new Guarantee Period Account of the
shortest term we are offering at that time.

MARKET VALUE ADJUSTED ACCOUNT OPTION The following provisions apply to Guarantee
Period Accounts of the Market Value Adjusted Account Option. Amounts in a
Guarantee Period Account will earn interest at a rate declared for the term
length at the time it is established. This interest rate will be in effect for
the term of the Guarantee Period Account. Upon the expiration of the term of the
Guarantee Period Account, unless you specify otherwise, we will transfer the
amount in the expiring Guarantee Period Account to establish a new Guarantee
Period Account with the same term length and at an interest rate declared by us.
The new Guarantee Period Account will be established as of the expiration date
of the expiring Guarantee Period Account ("New Account Start Date").

Prior to the expiration of each Guarantee Period Account, we will mail you a
notice outlining the options available to you. During the 30 day period after
the expiration of a Guarantee Period Account, you may transfer or withdraw all
or a portion of the amount in the expiring Guarantee Period Account without a
Market Value Adjustment. If you make a withdrawal, a Withdrawal Charge and any
applicable taxes may apply.

If we receive notification of your election to make a transfer or withdrawal
from an expiring Guarantee Period Account on or before the New Account Start
Date, the transfer or withdrawal will be deemed to have occurred on the New
Account Start Date.

If we receive notification of your election to make a transfer or withdrawal
from an expiring Guarantee Period Account after the New Account Start Date, but
before expiration of the 30 day period, (i) the transfer or withdrawal will be
deemed to have occurred on the day we receive such notice; and (ii) the amount
transferred or withdrawn will earn interest for the period beginning on the New
Account Start Date and ending on the day we receive such notification of your
election. The interest earned during the 30 day period will be at a rate
declared by us and equal to the current interest rate of the Guarantee Period
Account with the same or lower term length as the expiring Guarantee Period
Account.

Any remaining balance not withdrawn or transferred will earn interest for the
term of the new Guarantee Period Account, at the interest rate declared for such
Account. If we do not receive such notification from you within the 30 day
period, you will be deemed to have elected to transfer the amount in the
expiring Guarantee Period Account to establish a new Guarantee Period Account
with the same term length, and the amount in the new Guarantee Period Account
will continue to earn interest at the interest rate declared for the new
Guarantee Period Account, and will be subject to all restrictions of the Market
Value Adjusted Account. If we no longer offer the term length of the expiring
Guarantee Period Account, the term length of the new Guarantee Period Account
will be the next shortest term length offered for the Market Value Adjusted
Account at that time, and the interest rate will be the rate declared by us at
that time for such term.

MARKET VALUE ADJUSTMENT A Market Value Adjustment will apply to any withdrawal
or transfer from a Guarantee Period Account of the Market Value Adjusted Account
other than during the 30 day period after such Guarantee Period Account expires.
A Market Value Adjustment also may apply to amounts in the Market Value Adjusted
Account if we pay Death Proceeds or if the Payout Start Date begins on a day
other than during the 30 day period after such Guarantee Period Account expires.

A Market Value Adjustment is an increase or decrease in the amount reflecting
changes in the level of interest rates since the Guarantee Period Account was
established. As used in the formula below, "Treasury Rate" means the U.S.
Treasury Note Constant Maturity yield as reported in the Federal Reserve
Bulletin Release H.15. If such yields cease to be available in the Federal
Reserve Bulletin Release H.15, then we will use an alternate source for such
information in our discretion. The Market Value Adjustment is determined using
the following adjustment factor:

0.9 x {I - (J + 0.0025)} x N

where:

I = the Treasury Rate for a maturity equal to the length of the
Guarantee Period, as of the week preceding the opening
of that bucket;

J = the Treasury rate for the same maturity as I, as of the week
preceding the Market Value Adjusted calculation; and

N = the number of years, including fractional years, remaining
in the Guarantee Period, as of the date of the Market Value
Adjusted calculation

The amount subject to a Market Value Adjustment is multiplied by the adjustment
factor to determine the amount of the Market Value Adjustment.

CREDITING INTEREST Interest to the Fixed Account Options will be credited daily
at a rate which compounds over one year to the annualized effective interest
rate we declared when the money was allocated. We will credit interest to
amounts of the Initial Purchase Payment allocated to the Dollar Cost Averaging
Fixed Account from the Issue Date at the annualized effective interest rate for
the Initial Purchase Payment shown on the Annuity Data Page. We will credit
interest to amounts of subsequent purchase payments allocated to the Dollar Cost
Averaging Fixed Account from the day we receive them at the annualized effective
interest rate declared by us at that time. The minimum guaranteed annualized
effective rates of interest that we will declare for the Dollar Cost Averaging
Fixed Account Option is shown under the Minimum Guaranteed Annualized Effective
Rate on the Annuity Data Page.

TRANSFERS Prior to the Payout Start Date, you may transfer amounts among the
Investment Alternatives. You may make 12 transfers per Contract Year without
charge. Each transfer after the 12th in any Contract Year may be assessed a
transfer fee of up to 2.0% of the amount transferred. Any transfers made from
the Dollar Cost Averaging Fixed Account do not count as one of the free
transfers allowed each Contract Year; and are not assessed a transfer fee.
Multiple transfers on a single Valuation Date are considered a single transfer
for purposes of assessing the transfer fee.

Transfers to and from the Fixed Account Options are subject to the restrictions
described in the Dollar Cost Averaging Fixed Account Option section of this
Contract.

We reserve the right to limit the number of transfers among the Variable
Sub-Accounts in any Contract Year or to refuse any transfer request submitted by
or on behalf of an Owner or certain Owners if, in our sole discretion:

|X| We believe that excessive trading by such Owner or Owners or a specific
transfer request or group of transfer requests may have a detrimental
effect on Unit values or the share price of the underlying mutual funds
or would be to the disadvantage of other contract owners; or

|X| We are informed by one or more of the underlying mutual funds that the
purchase of shares is to be restricted because of excessive trading or
a specific transfer or group of transfers is deemed to have a
detrimental effect on share prices of affected underlying mutual funds.

Such restrictions may be applied in any manner which is reasonably designed to
prevent any use of the transfer right which is considered by us in our sole
discretion to be to the disadvantage of the other contract owners.

We reserve the right to assess short-term trading fees in connection with
transfers from Variable Sub-accounts that occur within a certain number days
following the date of allocation to the Variable Sub-accounts. Such fees may
vary by Sub-account, but will only apply to those Sub-accounts corresponding to
underlying mutual funds that assess such fees.

We reserve the right to waive the transfer fees and restrictions contained in
this Contract.

CONTRACT VALUE Your "Contract Value" is equal to the sum of:

|X| The number of Accumulation Units you hold in each Sub-account of the
Variable Account multiplied by the Accumulation Unit Value for that
Sub-account on the most recent Valuation Date; plus

|X| The total value you have in the Fixed Account Options.

ACCUMULATION UNITS AND ACCUMULATION UNIT VALUE Amounts you allocated to a
Sub-account of the Variable Account are used to purchase Accumulation Units in
that Sub-account. The number of Accumulation Units purchased on a given
Valuation Date will depend on the Accumulation Unit Value of the Sub-account on
that Valuation Date. All values at the end of any subsequent valuation period
are calculated by multiplying the Accumulation Unit Value at the end of the
immediately preceding Valuation Period by the Sub-account's Net investment
Factor for the Valuation Period. The Accumulation Unit Values may increase or
decrease.

Accumulation Unit Values for each Sub-account of the Variable Account are
determined only on Valuation Dates. The Accumulation Unit Value for each
Sub-account will vary with the price per share of the underlying mutual fund of
the Sub-account, and in accordance with the Mortality and Expense Risk Charge,
Administrative Expense Charge and any applicable taxes.

Additions or transfers to a Sub-account of the Variable Account will increase
the number of Accumulation Units for that Sub-account. Withdrawals or transfers
from a Sub-account of the Variable Account, Contract Maintenance Charges and any
applicable annual fees will decrease the number of Accumulation Units for that
Sub-account.

NET INVESTMENT FACTOR For each Variable Sub-account, the "Net Investment Factor"
for a Valuation Period is equal to:

|X| The sum of:

|X| The net asset value per share of the underlying mutual fund of
the Sub-account determined at the end of the current Valuation
Period; plus

|X| The per share amount of any dividend or capital gain distributions
made by the underlying mutual fund of the Sub-account during the
current Valuation Period.

|X| Divided by the net asset value per share of the underlying mutual fund
of the Sub-account determines as of the end of the immediately
preceding Valuation Period.

|X| The result is reduced by the Mortality and Expense Risk Charge and the
Administrative Expense Charge corresponding to the portion of the 365
day year (366 days for a leap year) that is in the current Valuation
Period.

The Net Investment Factor may be greater than, less than or equal to one;
therefore, the value of an Accumulation Unit may increase, decrease, or remain
the same.

CHARGES The charges for this Contract include Administrative Expense Charges,
Mortality and Expense Risk Charges, Contract Maintenance Charges, transfer fees,
and any applicable annual fees or taxes. If withdrawals are made, the Contract
may be subject to Withdrawal Charges.

ADMINISTRATIVE EXPENSE CHARGE Your Administrative Expense Charge is shown on the
Annuity Data Page. (See the Accumulation Units and Accumulation Unit Value
sections and the Net Investment Factor section for a description of how this
charge is applied.)

MORTALITY AND EXPENSE RISK CHARGE Your Mortality and Expense Risk Charge is
shown on the Annuity Data Page. (See the Accumulation Units and Accumulation
Unit Value section and the Net Investment Factor section for a description of
how this charge is applied.)

CONTRACT MAINTENANCE CHARGE On or prior to the Payout Start Date, a Contract
Maintenance Charge may be deducted from your Contract Value on each Contract
Anniversary. The charge is deducted only from the Sub-accounts of the Variable
Account. The charge will be deducted from the Sub-accounts of the Variable
Account in the proportion that your value in each bears to your total value in
all Sub-accounts of the Variable Account. A full Contract Maintenance Charge
will be deducted if the Contract is terminated on any date other than on the
Contract Anniversary. The Contract Maintenance Charge will never be greater than
$40 per Contract Year. The Contract Maintenance Charge will be reduced to $30 if
the Contract Value is greater than or equal to $2,000. If the Contract is
terminated, or upon your Contract Anniversary, the Contract Maintenance Charge
will be waived if the total contract Value is $50,000 or if all your Contract
Value is allocated to the Fixed Account Option.

WITHDRAWAL You have the right, subject to the restrictions and charges described
in this Contract, to withdraw part or all of your Contract Value at any time
during the Accumulation Phase. A withdrawal must be at least $50. If any
withdrawal reduces the Contract Value to less than $1,000, we may treat the
request as a withdrawal of the entire Contract Value. If you withdraw the entire
Contract Value, this Contract will terminate.

You must specify the Investment Alternative(s) from which you wish to make a
withdrawal. Withdrawals are subject to adjustments for applicable Market Value
Account Adjustments, Withdrawal Charges and taxes. When you make a withdrawal,
you must specify whether you choose to make a Gross Withdrawal or a Net
Withdrawal. Under a Gross Withdrawal, the adjustments are made to the amount of
your withdrawal request ("Withdrawal Request Amount"). Under a Net Withdrawal,
you receive the full Withdrawal Request Amount; however, the adjustments are
made to the Investment Alternative(s) from which you wish to make the withdrawal
based upon an adjusted Withdrawal Request Amount ("Adjusted Withdrawal Request
Amount") that, after adjustments, results in the full Withdrawal Request Amount.
If you do not specify which of these options you choose, your withdrawal will be
deemed to be a Net Withdrawal.

FREE WITHDRAWAL AMOUNT The Free Withdrawal Amount available in a Contract Year
is equal to 15% of the purchase payments that are subject to a Withdrawal Charge
as of the beginning of the Contract Year, plus 15% of the purchase payments
added to the Contract during the Contract Year. Purchase payments that are no
longer subject to a Withdrawal Charge will not be used to determine the Free
Withdrawal Amount for a Contract Year, nor will they be assessed a Withdrawal
Charge, if withdrawn.

During each Contract Year you may withdraw the Free Withdrawal Amount without
incurring a Withdrawal Charge; however, the amount withdrawn may be subject to a
Market Value Adjustment and any applicable taxes. If you do not withdraw the
entire Free Withdrawal Amount during a Contract Year, any remainder is not
carried forward to increase the Free Withdrawal Amount in a subsequent Contract
Year. The Free Withdrawal Amount is only available during the Accumulation Phase
of the Contract.

The Free Withdrawal Amount will be reduced by the Withdrawal Request Amount for
each Gross Withdrawal; and by the Adjusted Withdrawal Request Amount for each
Net Withdrawal.

WITHDRAWAL CHARGE A Withdrawal Charge may be assessed on certain withdrawals.
For purposes of assessing the Withdrawal Charge, we assume that the purchase
payments are withdrawn first, beginning with the oldest payment. When all
purchase payments have been withdrawn, additional withdrawals will not be
assessed a Withdrawal Charge. Your Withdrawal Charge is shown on the Annuity
Data Page.

For each purchase payment withdrawal, the "Payment Year" in the table on the
Annuity Data Page is the 365 day year (366 days for a leap year) beginning on
the day we apply your purchase payment to your Contract. The Withdrawal Charge
is determined by multiplying the percentage corresponding to the Payment Year in
the table on the Annuity Data Page and the amount of each purchase payment
withdrawal that is in excess of the Free Withdrawal Amount.

Any Withdrawal Charge will be waived on withdrawals taken to satisfy IRS minimum
distribution rules; but only to the extent the Free Withdrawal Amount of your
Contract available in a Contract Year has been depleted. The waiver of
Withdrawal Charges under this section is permitted only for withdrawals that
satisfy required distributions resulting solely from this Contract.

TAXES Any premium tax and any other applicable taxes relating to this Contract
may be deducted from purchase payments or the Contract Value when the tax is
incurred or at a later time.

DEATH OF OWNER If you die prior the Payout Start Date, the new Owner will be the
surviving Owner. If there is no surviving Owner, the new Owner will be the
Beneficiary(ies) as described in the Beneficiary section.

If there is more than one new Owner taking a share of the Death Proceeds,
described in the Death Proceeds section, each new Owner will be treated as a
separate and independent Owner of his or her respective share of the Death
Proceeds. Each new Owner will exercise all rights related to his or her share of
the Death Proceeds, including the sole right to elect one of the Option(s) below
for his or her respective share. Each new Owner may designate a Beneficiary(ies)
for his or her respective share, but that designated Beneficiary(ies) will be
restricted to the Option chosen by the original new Owner.

The Options available to the new Owner will be determined by the applicable
following Category in which the new Owner is defined. An Option will be deemed
to have been chosen on the day we receive written notification in a form
satisfactory to us.

Category 1. If your spouse is the sole new Owner of the entire Contract,
your spouse must choose from Options A, B or C, described below. If your
spouse does not choose one of these options, Option D will apply unless the
Contract has previously been continued under Option D, in which case,
Option C will apply.

Category 2. If the new Owner is a living person who is not your spouse, or
if there are multiple living new Owners, the new Owner(s) must (each)
choose from Options A, B or C, as described below. If a new Owner does not
choose one of these Options, Option C will apply for such new Owner.

Category 3. If the new Owner is a corporation, trust, or other non-living
person, the new Owner must choose between Options A or C, described below.
If the new Owner does not choose either of these Options, Option C will
apply.

The following Death of Owner Options are available, as applicable:

Option A. The new Owner may elect to receive the Death Proceeds in a lump
sum.

Option B. The new Owner may elect to receive the Death Proceeds paid out
under one of the Income Plans described in the Payout Phase section,
subject to the following conditions:

Income payments must begin within one year of your date of death. Income
payments must be payable:

i. Over the life of the new Owner; or
ii. For a guaranteed payment period of at least 5
years, but not to exceed the life expectancy
of the new Owner; or
iii. Over the life of the new Owner with a guaranteed
payment period of at least 5 years, but not to
exceed the life expectancy of the new Owner.

Option C. The new Owner may elect to receive the Contract Value payable
within 5 years of your date of death. Under this option, the excess, if
any, of the Death Proceeds over the Contract Value, as of the date that we
determine the value of the Death Proceeds, will be added to the Contract
Value. Unless otherwise instructed by the new Owner, this excess will be
allocated to the money market Variable Sub-account. During the 5 year
period that follows your date of death, the new Owner may exercise all
rights as set forth in the transfer provision. Withdrawal Charges will be
waived for any withdrawals made during the 5 year period; however the
amount withdrawn may be subject to a Market Value Adjustment.

Option D. The new Owner may elect to continue the Contract in the
Accumulation Phase. If the Owner was also the Annuitant, then the new Owner
will be the new Annuitant unless he or she names a new Annuitant as
described in the Death of Annuitant section. Only one Contract continuation
is allowed under this Contract.

Under this Option the following conditions apply:

|X| The excess, if any, of the Death Proceeds over the Contract Value, as
of the date that we determine the Death Proceeds, will be added to the
Contract Value.

|X| Unless otherwise instructed by the new Owner, this excess will be
allocated to the Variable Sub-accounts in proportion to the
percentages of your Contract Value in those Sub-accounts as of the
date that we determine the Death Proceeds, except that any portion of
this excess that is attributable to the Fixed Account Options will be
allocated to the money market Variable Sub-account.

|X| Within 30 days after the date we determine the death proceeds, the new
Owner may make a one time transfer of all or a portion of the Death
Proceeds into any combination of Variable Sub-accounts without
incurring a transfer fee. Any such transfer does not count as one of
the free transfers allowed each Contract Year and is subject to any
minimum allocation amount specified in this Contract.

|X| The new Owner may make a single withdrawal of any amount within one
year of the date of your death without incurring a Withdrawal Charge;
however, the amount withdrawn may be subject to a Market Value
Adjustment.

All ownership rights subject to the conditions stated in this section are
available to the new Owner from the date of your death until the date on which
the Death Proceeds are paid.

No additional purchase payments may be added to the Contract after we have
received the first complete request for settlement of the Death Proceeds, except
under Option D.

We reserve the right to offer additional Death of Owner Options.

If the Owner Dies after the Payout Start Date, refer to the Payout Phase section
of this Contract.

DEATH OF ANNUITANT If the Annuitant who is also the Owner dies before the Payout
Start Date, the Death of Owner section above applies. If the Annuitant who is
not also the Owner dies before the Payout Start Date, the Options available to
the Owner will be determined by the applicable following Category in which the
Owner is defined.

Category 1. If the Owner is a living person, the Contract will continue in
the Accumulation Phase with a new Annuitant. The Contract Value will not be
increased by any excess of the Death Proceeds over the Contract Value as of
the date that we determine the value of the Death Proceeds.

The new Annuitant will be:

o A person you name by written request, subject to the conditions
described in the Annuitant section of this Contract; otherwise,

o The youngest Owner; otherwise,

o The youngest Beneficiary.

Category 2. If the Owner is a corporation, trust, or other non-living
person, the Owner must choose between the following two options:

Option A. The Owner may elect to receive the Death proceeds in a lump
sum.

Option B. The Owner may elect to receive the Contract Value payable
within 5 years of the Annuitant's date of death. Under this Option,
the excess, if any, of the Death Proceeds over the Contract Value, as
of the date that we determine the value of the Death Proceeds, will be
added to the Contract Value. Unless otherwise instructed by the Owner,
this excess will be allocated to the money market Variable
Sub-account. During the 5 year period that follows the Annuitant's
date of death, the Owner may exercise all rights as set forth in the
Transfers section. Withdrawal Charges will be waived for any
withdrawals made during this 5 year period, however, the amount
withdrawal may be subject to a Market Value Adjustment.

No additional purchase payments may be added to the Contract under this
section. Withdrawal Charges will be waived for any withdrawals made during
this 5 year period.

If the owner does not select either Option A or B, Option B will apply.

All ownership rights, subject to the conditions stated in this section, are
available to the Owner from the date of the Annuitant's death until the date on
which the Death Proceeds are paid.

We reserve the right to offer additional Death of Annuitant Options.

If the Annuitant dies after the Payout Start Date, refer to the Payout Phase
section of this Contract.

DEATH PROCEEDS Before the Payout Start Date, if we receive a complete request
for settlement of the Death Proceeds within 180 days of the date of the Owner or
▇▇▇▇▇▇▇▇▇'s death, the Death Proceeds are equal to the Death Benefit described
below. Otherwise, the Death proceeds are equal to the greater of the Contract
Value or the Settlement Value.

The value of the Death Proceeds is set as of the end of the Valuation Period
during which we receive the first complete request for settlement of the Death
Proceeds. A complete request includes due proof of death. The value of the Death
Proceeds for each individual new Owner is subject to investment gain or loss
from the date we receive the first complete request for settlement through the
date a complete request for settlement is received from each individual new
Owner.

We reserve the right to extend, on a non-discriminatory basis, the 180 day
period in which the Death Proceeds will equal the Death Benefit. This right will
only apply for purposes of determining the amount payable as Death Proceeds and
in no way restricts when a claim may be filed.

DEATH BENEFIT Prior to the Payout Start Date, the Death Benefit is equal to the
greatest of:

|X| The sum of all purchase payments reduced by a withdrawal adjustment for
each withdrawal, as described below; or

|X| The Contract Value as of the date we determine the Death Proceeds; or

|X| The Settlement Value as of the date we determine the Death Proceeds.

A withdrawal adjustment is equal to (a) divided by (b) and the result is
multiplied by (c) where:

(a) is the withdrawal amount.
(b) is the Contract Value immediately prior to the withdrawal.
(c) is the sum of all purchase payments immediately prior to the withdrawal,
less any prior withdrawal adjustments.

The total Death Benefit may not exceed the Contract Value plus $1,000,000.

Settlement Value The Settlement Value is the amount that would be paid in the
event of a full withdrawal of the Contract Value.

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

PAYOUT PHASE
----------------------------------------------------------------------------

PAYOUT PHASE The "Payout Phase" is the second of the two phases of this
Contract. The Payout Phase begins on the Payout Start Date. It continues until
we make the last payment as provided by the Income Plan(s) chosen.

PAYOUT START DATE The "Payout Start Date" is the date the Contract Value
adjusted by any applicable Market Value Adjustment and less any applicable taxes
is applied to an Income Plan. The anticipated Payout Start Date is shown on the
Annuity Data Page. You may change the Payout Start Date by writing to us at
least 30 days before the new Payout Start Date.

The Payout Start Date must be at least 30 days after the Issue Date, and occur
on or before the later of:

|X| The Annuitant's 99th birthday; or

|X| The 10th Contract Anniversary.

INCOME PLANS An "Income Plan" is a series of payments made on a scheduled basis
to you or to another person designated by you. You may choose more than one
Income Plan. If you choose more than one Income Plan, you must specify what
proportions of your Contract Value adjusted by any applicable Market Value
Adjustment and less any applicable taxes should be allocated to each Income
Plan. For tax reporting purposes, your cost basis and any gain on the Contract
will be allocated proportionately to each Income Plan chosen based on the
proportion of your Contract Value applied to each Income Plan. We reserve the
right to limit the number of Income Plans that you may select. The "Guaranteed
Payment Period" is the period of time over which income payments are guaranteed
to be made. The Contract Value on the Payout Start Date less any applicable
taxes, will be applied to your Income Plan choice from the following list.

Income Plan 1 - Life Income with Guaranteed Payment Period. We will make
payments for as long as the Annuitant lives, or until the end of the Guaranteed
Payment Period, if longer. The Guaranteed Payment Period may be 0 months, or
range from 60 to 360 months. If the Annuitant is age 90 or older on the Payout
Start Date, the Guaranteed Payment Period may range from 60 to 360 months.

Income Plan 2 - Joint and Survivor Life Income with Guaranteed Payment Period.
We will make payments for as long as either the Annuitant or joint Annuitant,
named at the time of Income Plan selection, lives, or until the end of the
Guaranteed Payment Period, if longer. The Guaranteed Payment Period may be 0
months, or range from 60 to 360 months. If either the Annuitant or joint
Annuitant is age 90 or older on the Payout Start Date, the Guaranteed Payment
Period may range from 60 to 360 months.

Income Plan 3 - Guaranteed Payment Period. We will make payments for a
Guaranteed Payment Period. These payments do not depend on the Annuitant's life.
The minimum Guaranteed Payment Period is 60 months (120 months if the Payout
Start Date occurs before the third Contract Anniversary). The maximum Guaranteed
Payment Period is 360 months or the number of months between the Payout Start
Date and the date that the Annuitant reaches age 100, if greater. In no event
may the Guaranteed Payment Period exceed 600 months. Income Plan 3 offers a
withdrawal option as described in the Payout Withdrawal section. Income payments
under Income Plan 3 are subject to the following:

|X| You may request to change the length of the Guaranteed Payment Period
and the frequency of payments. You may make this change no more than
once each Contract Year. We reserve the right to limit the availability
of such changes or to change the frequency of allowable changes without
prior notice. If you elect to change the length of the Guaranteed
Payment Period, the new payment period must be within the original
maximum and minimum payment period you would have been permitted to
select on the Payout Start Date; however the maximum payment period
available to you will be shortened by the period elapsed since the
original payment period began.

|X| If you change the length of your Guaranteed Payment Period, we will
compute the present value of all remaining payments, using the same
assumptions we would use if you were terminating the guaranteed payment
plan, as described in the Payout Withdrawal section. We will then
adjust the remaining income payments to equal what the computed present
value would support based on those same assumptions and based in the
revised Guaranteed Payment Period.

|X| Changes to either the frequency of payments or length of a Guaranteed
Payment Period will result in a change to the payment amount and may
change the amount of each payment that is taxable to you.

|X| Change in the frequency of payments or length of a Guaranteed Payment
Period takes effect on the next payment date after we accept the
requested change.

We reserve the right to make available other Income Plans.

INCOME PAYMENTS For each Income Plan selected, payment amounts may vary with the
performance of the chosen Variable Sub-accounts and/or may be fixed for the
duration of the Income Plan. On the Payout Start Date, you must specify the
portion of the Contract Value to be applied to the Variable Amount Income
Payments and the portion to be applied to Fixed Amount Income Payments. For the
portion of your Contract Value to be applied to Variable Amount Payments, you
must specify the Variable Sub-accounts on which to base the Variable Amount
Income Payments as well as the allocation among those Variable Sub-accounts. If
you do not choose how the Contract Value is to be applied, then the portion of
the Contract Value in the Variable Sub-account allocations on the Payout Start
Date will be applied to Variable Amount Income Payments, according to the
Variable Sub-account allocations as of the Payout Start Date, and the remainder
of the Contract Value will be applied to Fixed Amount Income Payments. The
method of calculating the initial payment is different for Variable Amount
Income Payments and Fixed Amount Income Payments.

VARIABLE AMOUNT INCOME PAYMENTS On the Payout Start Date, the portion of the
Contract Value you specify to be applied to Variable Amount Income Payments,
adjusted by any applicable Market Value Adjustments, less any applicable taxes,
is applied to the appropriate income payment factor for the selected Income Plan
to determine the Initial Variable Amount Income Value. An explanation of the
basis for determining income payment factors is described in the Income Payment
Tables section.

The Initial Variable Amount Income Value will be allocated among the Variable
Sub-accounts you have chosen in the proportions you specified, as described
above in the Income Payments section. The portion of the Initial Variable Amount
Income Value allocated to a particular Variable Sub-account is divided by the
Annuity Unit Value for that Variable Sub-account on the Payout Start Date. This
determines the number of Annuity Units from that Sub-account which will be used
to determine your Variable Amount Income Payments. Variable Amount Income
Payments, which include your first Variable Amount Income Payment, will vary
depending on changes in the Annuity Unit Values for the Sub-accounts upon which
the income payments are based. Unless Annuity Transfers are made between
Sub-accounts, each income payment from that Sub-account will be that number of
Annuity Units multiplied by the Annuity Unit Value for the Sub-account for the
Valuation Date on which the income payment is made.

ANNUITY UNIT VALUE The Annuity Unit Value for each Sub-account of the Variable
Account at the end of the Valuation Period coinciding with the Payout Start Date
is the number used to determine the number of Annuity Units.

Annuity Unit Values at the end of subsequent Valuation Periods are calculated
by:

|X| Multiplying the Annuity Unit Value at the end of the immediately
preceding Valuation Period by the Sub-account's Net Investment Factor
during the period; and then

|X| Dividing the result by 1,000 plus the Assumed Investment Rate for the
period.

Assumed Investment Rate The Assumed Investment Rate is an effective annual rate
of 3%. We reserve the right to offer other Assumed Investment Rates. The Assumed
Investment Rate may not be changed after an Income Plan has been selected.

FIXED AMOUNT INCOME PAYMENTS On the Payout Start Date, the portion of the
Contract Value you specify, adjusted by any applicable Market Value Adjustment
and less applicable taxes, will be applied to the Fixed Amount Income Payments.
The Fixed Amount Income Payment is determined by applying the above value to the
greater of:

|X| The appropriate income payment factor for the selected Income Plan from
the Income Payment Tables shown in the Income Payment Tables section.
An explanation of the basis for determining the Income payment factors
is described in the Income Payment Tables section.

|X| An income payment factor for the selected Income Plan that we are
offering on the Payout Start Date.

Fixed Amount Income Payments are fixed for the duration of the Income Plan.

ANNUITY TRANSFERS After the Payout Start Date, you may make transfers among the
Variable Sub-accounts. You may make up to 12 transfers per Contract Year within
each Income Plan. No transfers may be made from the Fixed Amount Income Payments
nor may transfers be made among Income Plans. Multiple transfers on a single
Valuation Date are considered a single transfer.

PAYOUT WITHDRAWAL A Payout Withdrawal is a withdrawal of all or a portion of the
allowable Withdrawal Value under an Income Plan. You may withdraw all or a
portion of the Withdrawal Value under Income Plan 3 at any time, subject to a
Payout Withdrawal Charge, by notice in a form satisfactory to us. For Variable
Amount Income Payments, the Withdrawal Value is equal to the present value of
the Variable Amount Income Payments being terminated, calculated using a
discount rate equal to the Assumed Investment Rate that was used in determining
the initial variable payment. For Fixed Amount Income Payments, the Withdrawal
Value is equal to the present value of the Fixed Amount Income Payments being
terminated, calculated using a discount rate equal to the Applicable Current
Interest Rate. For this calculation, the Applicable Current Interest Rate is the
rate we are using to determine income payments for a new annuitization with a
payment period equal to the remaining payment period of the income payments
being terminated on the day we receive your written payout withdrawal request.

A Payout Withdrawal must be at least $50. If any Payout Withdrawal reduced the
value of the remaining income payments to an amount not sufficient to provide an
initial payment of at least $20, we reserve the right to terminate the Contract
and pay you the present value of the remaining income payments in a lump sum. If
you withdraw the entire value of the remaining income payments, the Contract
will terminate.

You must specify the Income Plan(s) and the Investment Alternative(s) from which
you wish to make a Payout Withdrawal. If you withdraw a portion of the value of
your remaining income payments, the payment period will remain unchanged and
your remaining payment amounts will be reduced proportionately. On the day you
withdraw all or a part of your Withdrawal Value, the Withdrawal Value will be
reduced by the amount of the Payout Withdrawal. The remaining income payments
will be reduced so that the present value of the reduced income payments plus
the amount of the Payout Withdrawal will be equivalent to the present value of
the income payments just prior to the Payout Withdrawal.

Payout Withdrawal Charge For purposes of assessing the Payout Withdrawal Charge,
we assume that purchase payments are withdrawn first, beginning with the oldest
payment. When all purchase payments have been withdrawn, additional withdrawals
will not be assessed a Payout Withdrawal Charge. Your Payout Withdrawal Charge
is shown on the Annuity Data Page.

For each purchase payment withdrawal, the "Payment Year" in the table on the
Annuity Data Page is the 365 day period (366 days for a leap year) beginning on
the day we apply the purchase payment to your Contract. The Payout Withdrawal
Charge is determined by multiplying the percentage corresponding to the Payment
Year in the table on the Annuity Data Page by the amount of each purchase
payment withdrawal.

PAYOUT TERMS AND CONDITIONS The income payments are subject to the following
terms and conditions:

|X| If the Contract Value is less than $2,000 when it is applied to the Income
Plan(s) you choose, or if the Contract Value is not enough to provide an
initial payment of at least $20 when it is applied to the Income Plan(s)
you choose, we reserve the right to:

|X| Change the payment frequency to make the payment at least $20; or

|X| Terminate the Contract and pay you the Contract Value less any applicable
taxes in a lump sum.

|X| If we do not receive a written selection of an Income Plan from you at
least 30 days before the Payout Start Date, the Income Plan will be deemed
to be a Life Income with a Guaranteed Payment Period of 120 months.

|X| If you choose an Income Plan which depends on any person's life, we may
require:

|X| Proof of age and sex before income payments begin; and

|X| Proof that the Annuitant or joint Annuitant is still alive before we make
each payment.

|X| After the Payout Start Date, a new Income Plan may not be selected nor may
amounts be reallocated to a different Income Plan.

|X| After the Payout Start Date, withdrawals cannot be made unless income
payments are being made under Income Plan 3. You may terminate income
payments and withdraw the Withdrawal Value under Income Plan 3 at any time,
subject to Payout withdrawal Charges.

|X| If any Owner dies during the Payout Phase, the new Owner will be the
surviving Owner. If there is no surviving Owner, the new Owner will be the
Beneficiary(ies) as described in the Beneficiary section. Any remaining
income payments will be paid to the new Owner as scheduled.

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

INCOME PAYMENT TABLES
-----------------------------------------------------------------------------

The Income Payment Tables shown below contain monthly income payment factors per
$1,000 applied, which were calculated using the Annuity 2000 Mortality Tables
and an annualized effective interest rate of 3%. For ages, Guaranteed Payment
Periods, combinations of sex, payment frequencies and annualized effective
interest rates not shown in these examples, income payment factors will be
calculated on a basis consistent with the factors shown. The adjusted age of the
Annuitant is used to determine the appropriate monthly income payment factor to
apply for the selected Income Plan. The adjusted age is the actual age of the
Annuitant(s) on the Payout Start Date, reduced by one year for each six full
calendar years between January 1, 2000 and the Payout Start Date.

The Income Payment Tables below will be used to determine the following:

|X| For Variable Amount Income Payments and an Assumed Investment Rate of
3%, the initial monthly income payment for the selected Income Plan.
Subsequent monthly income payments will vary as described in the
Variable Amount Income Payments section. For Variable Amount Income
Payments with an Assumed Investment Rate other than 3%, monthly income
payment factors will be calculated on a basis consistent with the
factors shown in the Income Payment Tables using an interest rate equal
to the Assumed Investment Rate.

|X| For Fixed Amount Income Payments, the minimum guaranteed monthly income
payment for the selected Income Plan.

Income Plan 1 - Life Income with Guaranteed Payment Period for 120 Months

Annuitant's Annuitant's Annuitant's
Adjusted Male Female Adjusted Male Female Adjusted Male Female
Age Age Age
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------

35 $3.34 $3.22 49 $3.99 $3.76 63 $5.23 $4.84
36 3.38 3.24 50 4.05 3.81 64 5.35 4.95
37 3.41 3.27 51 4.11 3.87 65 5.49 5.07
38 3.45 3.30 52 4.18 3.93 66 5.62 5.20
39 3.49 3.34 53 4.26 3.99 67 5.77 5.33
40 3.53 3.37 54 4.33 4.06 68 5.92 5.47
41 3.57 3.41 55 4.41 4.13 69 6.07 5.62
42 3.62 3.44 56 4.50 4.20 70 6.23
43 3.66 3.48 57 4.58 4.28 71 5.78
44 3.71 3.52 58 4.68 4.36 72 6.39 5.94
45 3.76 3.57 59 4.78 4.45 73 6.56 6.11
46 3.81 3.61 60 4.88 4.54 74 6.73 6.29
47 3.87 3.66 61 4.99 4.63 75 6.90 6.48
48 3.93 3.71 62 5.11 4.73 7.08 6.67
====================== ==================== ==================== ==================== ==================== ====================

Income Plan 2 - Joint and Survivor Life Income with Guaranteed Payment Period for 120 Months

===============================================================================================================================
Monthly Income Payment for each $1,000 Applied to this Income Plan
-------------------------------------------------------------------------------------------------------------------------------
------------------ ------------------------------------------------------------------------------------------------------------
Male Female
Annuitant's Annuitant's
Adjusted Adjusted
Age Age
------------------ ------------------------------------------------------------------------------------------------------------
------------------ ----------- ----------- ----------- ----------- ------------ ----------- ----------- ----------- -----------
35 40 45 50 55 60 65 70 75
------------------ ----------- ----------- ----------- ----------- ------------ ----------- ----------- ----------- -----------
------------------ ----------- ----------- ----------- ----------- ------------ ----------- ----------- ----------- -----------

35 $3.06 $3.12 $3.17 $3.22 $3.26 $3.28 $3.31 $3.32 $3.33
40 3.10 3.18 3.26 3.32 3.38 3.43 3.46 3.49 3.51
45 3.13 3.23 3.33 3.43 3.52 3.59 3.65 3.69 3.72
50 3.16 3.27 3.40 3.53 3.65 3.76 3.86 3.93 3.98
55 3.18 3.30 3.45 3.61 3.77 3.94 4.08 4.20 4.29
60 3.19 3.33 3.49 3.68 3.88 4.10 4.31 4.51 4.66
65 3.20 3.34 3.52 3.73 3.97 4.24 4.54 4.83 5.08
70 3.21 3.35 3.54 3.76 4.03 4.36 4.73 5.13 5.52
75 3.21 3.36 3.55 3.78 4.07 4.44 4.87 5.38 5.92
================== =========== =========== =========== =========== ============ =========== =========== =========== ===========

Income Plan 3 - Guaranteed Payment Period

============================ ===================================================
Specific Period Monthly Income Payment for each
$1,000 Applied to this Income Plan
---------------------------- ---------------------------------------------------
---------------------------- ---------------------------------------------------
10 Years $9.61
11 Years 8.86
12 Years 8.24
13 Years 7.71
14 Years 7.26
15 Years 6.87
16 Years 6.53
17 Years 6.23
18 Years 5.96
19 Years 5.73
20 Years 5.51
============================ ===================================================

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

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

THE ENTIRE CONTRACT The entire contract consists of this Contract, any written
applications, the annuity data page and any Contract endorsements and riders.

All statements made in written applications are representations and not
warranties. No statement will be used by us in defense of a claim or to void the
Contract unless it is included in a written application. If your Contract is
voided, you will receive any purchase payments, less any withdrawals, excluding
accrued interest.

Unless otherwise specified, all references in this Contract to days, months, or
years shall mean calendar days, months or years.

Only our officers are authorized to change the Contract or waive a right or
requirement of the Contract. No other individual is authorized to do this.

We may not modify this Contract without your signed consent, except to make it
comply with any changes in the Internal Revenue Code or as required by any other
applicable law, or as otherwise permitted by the terms of this Contract.

INCONTESTABILITY Except as provided in the Entire Contract section above, this
Contract will be incontestable after it has been in force during your lifetime
for a period of two years from the Issue Date.

If your Contract is voided, you will receive any purchase payments allocated to
the Variable Account, adjusted to reflect investment gain or loss from the date
of allocation to the date the Contract is voided, plus any purchase payments
allocated to the Fixed Account Options, less any withdrawals, excluding accrued
interest.

MISSTATEMENT OF AGE OR SEX If any age or sex has been misstated, we will pay the
amounts which would have been paid at the correct age and sex.

If we find the misstatement of age or sex after the income payments begin, we
will:

|X| Pay all amounts underpaid including interest calculated at an effective
annual rate of 6%; or

|X| Stop payments until the total income payments made are equal to the
total amounts that would have been made if the correct age and sex had
been used.

ANNUAL STATEMENT At least once a year, before the Payout Start Date, we will
send you a statement to your last known address we have for you in our records
reporting the investments held in the separate account and other contract
values. The effective date of the information in the annual statement will not
be more than two months before the date of the mailing. We will provide you with
Contract Value information at any time upon your request. The information
presented will comply with any applicable law.

SETTLEMENTS We must receive due proof of death of the Owner or due proof of
death of the Annuitant before the settlement of a death claim.

Any full withdrawal or payment of death proceeds under this Contract will not be
less than the minimum benefits required by any statute of the state in which the
Contract is delivered.

DEFERMENT OF PAYMENTS We will pay any amounts due from the Variable Account
under this Contract within seven days, unless:

|X| The New York Stock Exchange is closed for other than usual weekend or
holidays, or trading on such Exchange is restricted;

|X| An emergency exists as defined by the Securities and Exchange
Commission; or

|X| The Securities and Exchange Commission permits delay for the protection
of contractholders.

We reserve the right to postpone payments or transfers from the Fixed Account
Options for up to six months. If we elect to postpone payments or transfers from
the Fixed Account Options for 30 days or more, we will pay interest as required
by applicable law. Any such interest will be payable from the date the payment
or transfer request is received by us to the date the payment or transfer is
made.

VAP 0310 LBL B-Share NMVA
Lincoln Benefit
Life Company
A Stock Company

Home Office: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇

Flexible Premium Deferred Variable Annuity Contract

Throughout this Contract, "you" and "your" refer to the Owner(s) of this
Contract. "We", "us" and "our" refer to Lincoln Benefit Life Company.

This Contract does not pay dividends.

The tax status of this Contract as it applies to the Owner should be reviewed
each year.

PLEASE READ YOUR CONTRACT CAREFULLY.

This is a legal Contract between the Owner(s) of this Contract and Lincoln
Benefit Life Company.

Flexible Premium Deferred Variable Annuity

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

TABLE OF CONTENTS
------------------------------------------------------------------------------