ING USA FLEXIBLE PREMIUM ANNUITY AND LIFE DEFERRED COMBINATION INSURANCE COMPANY VARIABLE AND FIXED ANNUITY GROUP MASTER CONTRACT ING USA is a stock company domiciled in Iowa -----------------------------------------------------...

ING USA FLEXIBLE PREMIUM
ANNUITY AND LIFE DEFERRED COMBINATION
INSURANCE COMPANY VARIABLE AND FIXED
ANNUITY GROUP MASTER
CONTRACT

ING USA is a stock company domiciled in Iowa
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Offices: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

CONTRACTHOLDER: Golden Investor Trust, Inc. GROUP CONTRACT NUMBER: G000032-OE

ISSUED IN: Delaware CONTRACT ISSUE DATE:[January 1, 2003]

In this Contract, we, our and us refer to the ING USA Annuity and Life Insurance
Company.

In consideration of application for this Contract and the payment of premiums,
we agree, subject to the terms and conditions of this Contract, to provide the
benefits described in this Contract to the persons eligible (herein called
"Annuitant[s]") under the terms of this Contract.

If this Contract is in force, we will make income payments to the Certificate
Owner starting on the Annuity Commencement Date shown in each Certificate. If
the Certificate Owner or the Annuitant (if the Owner is other than a natural
person) dies prior to the Annuity Commencement Date shown in each Certificate,
we will pay a death benefit to the Beneficiary. The amounts of such benefits are
subject to the terms of this Contract.

All death proceeds due under this Contract will be paid according to the
Beneficiary designation and the provisions of this Contract. Payment of such
death proceeds by us will completely discharge our liability with respect to the
amounts so paid.

All provisions set forth on the following pages are a part of this Contract.

Signed for ING USA Annuity and Life Insurance Company on the Contract Issue
Date.

President: Secretary:
/s/▇▇▇▇▇ ▇▇▇▇▇▇ /s/▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY GROUP MASTER CONTRACT
- NO DIVIDENDS

Variable Cash Surrender Values while a Certificate Owner is living and prior to
the Annuity Commencement Date. Limited Additional Premium Payment Option. Death
benefit subject to guaranteed minimum. Additional premium payment option.
Partial Withdrawal Option. Non-participating. Investment results reflected in
values.

IU-MP-3014

CONTRACT CONTENTS
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THE SCHEDULE................................................3 THE CERTIFICATE OWNERS BENEFITS..............19
Premium Payment and Investment Information Partial Withdrawal Option
Contract Facts Surrender Charge
Charges Cash Value Benefit
Income Plan Factors Proceeds Payable to the Beneficiary

BENEFIT OPTION PACKAGES.....................20
IMPORTANT TERMS ............................................6 Election of Benefit Option Packages
Description of Benefit Option Package I
Description of Benefit Option Package II
Description of Benefit Option Package III

INTRODUCTION TO THIS CONTRAC................................8
The Certificate Owner CHOOSING AN INCOME PLAN.....................29
The Annuitant Annuity Benefits
The Beneficiary Annuity Commencement Date Selection
Change of Certificate Owner or Beneficiary Frequency Selection
The Income Plan
The Annuity Options
Payment When Named Person Dies

PREMIUM PAYMENTS AND ALLOCATION CHANGES....................10

Initial Premium Payment OTHER IMPORTANT INFORMATION................32
Additional Premium Payments Option Entire Contract
Reallocation of Accumulation Value Sending Notice to Us
What Happens if a Variable Separate Account Reports to Certificate Owner
Division is Not Available Assignment
Restricted Funds Contract Changes - Applicable Tax Law
Thresholds Misstatement of Age or Sex
Dollar Cap Non-Participating
Premium Threshold Contestability
Allocation Threshold Payments We May Defer
Thresholds - Effect on Withdrawals Authority to Make Agreements
Threshold Processing Required Note on Our Computations

HOW WE MEASURE ACCUMULATION VALUE..........................13
The General Account
The Fixed Account
The Variable Separate Account
Measurement of Investment Experience
Valuation Period
Accumulation Value
Accumulation Value in each Division and
Fixed Allocation

Charges Deducted from Accumulation Value on
each Processing Date

IU-MP-3014 2

THE SCHEDULE
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PREMIUM PAYMENT AND INVESTMENT INFORMATION

Investment
Minimum Initial Premium Payment [$15,000 Qualified
$15,000
NonQualified]
Accumulation Value As shown in each
Certificate

Additional Premium Payment
Minimum Payment [$50]

We will accept additional Premium Payments until the earlier of: (a) 10 years
following the Certificate Date shown in each Certificate Schedule; or (b) either
the Certificate Owner or the Annuitant reaches the Attained Age of 86. If the
Certificate is issued as an ▇▇▇, no contributions may be made for the taxable
year in which the Certificate Owner attains age 70 1/2 and thereafter (except
for rollover contributions).

Maximum Attained Age of Annuitants and Certificate Owners [86]

Allocations
Maximum Divisions at any one time [Twenty]
Allocation changes per Certificate Year without charge [Twelve]
Excess Allocation Charge [$25]

Guaranteed Minimum Interest Rate
The minimum interest rate which can be declared by us for allocations to the
General Account is an effective annual rate of [2% for the first 10 Contract
Years, and 3% thereafter].

Index Rate
The Index Rate is the average of the Ask Yields for the U.S. Treasury Strips as
reported by a national quoting service for the applicable maturity. The average
is based on the period from the 22nd day of the calendar month two months prior
to the calendar month of Index Rate determination to the 21st day of the
calendar month immediately prior to the month of determination. The applicable
maturity date for these U.S. Treasury Strips is on or next following the last
day of the Guarantee Period. If the Ask Yields are no longer available, the
Index Rate will be determined using a suitable replacement method.

We currently set the Index Rate once each calendar month. However, we reserve
the right to set the Index Rate more frequently than monthly, but in no event
will such Index Rate be based on a period less than 28 days.

CONTRACT FACTS

Certificate Processing Date As shown in each Certificate

Specially Designated Division Liquid Asset Division (or its successor)

Special Funds, Excluded Funds and
Restricted Funds As shown in each Certificate

Annuity Commencement Date As shown in each Certificate

Required Date of Annuity Commencement As shown in each Certificate

Death Benefits As shown in each Certificate

Minimum Annuity Income Payout As shown in each Certificate

Optional Riders As shown in each Certificate

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THE SCHEDULE (continued)
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CHARGES

DEDUCTIONS FROM PREMIUMS
None

DEDUCTIONS FROM ACCUMULATION VALUE
Initial Administrative Charge
None

Administrative Charge
We charge a maximum of $30 to cover a portion of our ongoing administrative
expenses for each Certificate Processing Period. The charge is incurred at the
beginning of the Certificate Processing Period and deducted on the Certificate
Processing Date at the end of the period.

Excess Allocation Charge
[$25]. Covers the cost of allocations in excess of twelve free allocation
changes allowed per year. Any charge will be deducted in proportion to the
amount being transferred from each Division.

Redemption Fees
We may deduct the amount of any redemption fees imposed by a mutual fund or
other investment company in which the Separate Account Divisions invest as a
result of any surrenders, partial withdrawals, reallocations or other
transactions directed by you.

Surrender Charges
As shown in each Certificate.

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THE SCHEDULE (continued)
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PREMIUM TAXES
We deduct the amount of any premium or other state and local taxes levied by any
state or governmental entity when such taxes are incurred. If the charge for
premium taxes is incurred when premiums are received, we advance the amount of
the charge to the Accumulation Value and deduct it in equal installments on each
Certificate Processing Date. Currently, we will waive the deduction of the
applicable installment on each Certificate Processing Date. However, we will
deduct the applicable unrecovered portion of the charge for premium taxes (not
including installments which were waived) when determining the Cash Surrender
Value payable if the Certificate is surrendered. We reserve the right to change
the amount we charge for Premium Tax charges on future Premium Payments to
conform with changes in the law or if a Certificate Owner changes state of
residence.

DEDUCTIONS FROM THE DIVISIONS
Morality and Expense Risk Charge
As shown in each Certificate.

Asset Based Administrative Charge
As shown in each Certificate.

CHARGE DEDUCTION DIVISION
If elected by the Certificate Owner, all charges against the Accumulation Value
in each Certificate will be deducted from the [Liquid Asset Division].

INCOME PLAN FACTORS
As shown in each Certificate.

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IMPORTANT TERMS
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ACCUMULATION VALUE - The amount that a Certificate provides for investment at
any time. Initially, this amount is equal to the premium paid.

ANNUITANT - The person designated by the Certificate Owner to be the measuring
life in determining Annuity Payments.

ANNUITY COMMENCEMENT DATE - For each Certificate, the date on which Annuity
Payments begin.

ANNUITY OPTIONS - Options the Certificate Owner selects that determine the form
and amount of Annuity Payments.

ANNUITY PAYMENT - The periodic payment a Certificate Owner receives.

ATTAINED AGE - The issue age of the annuitant or certificate Owner plus the
number of full years elapsed since the certificate date.

BENEFICIARY - The person designated to receive benefits in the case of the death
of the Certificate Owner.

BUSINESS DAY - Any day the New York Stock Exchange ("NYSE") is open for trading,
exclusive of federal holidays, or any day on which the Securities and Exchange
Commission ("SEC") requires that mutual funds, unit investment trusts or other
investment portfolios be valued.

CASH SURRENDER VALUE - The amount the Certificate Owner receives upon surrender
of the Certificate.

CERTIFICATE - This is a summary of the benefits and provisions provided by this
Contract.

CERTIFICATE ANNIVERSARY - The anniversary of the certificate date.

CERTIFICATE DATE - The date we receive the Initial Premium upon which we begin
determining the Certificate values. It may or may not be the same as the
certificate issue date. This date is used to determine Certificate months,
processing dates, years, and anniversaries.

CERTIFICATE ISSUE DATE - The date the Certificate is issued at our Customer
Service Center.

CERTIFICATE PROCESSING DATES - The days when we deduct certain charges from the
accumulation value. If the Certificate Processing Date is not a Valuation Date,
it will be on the next succeeding Valuation Date. The Certificate Processing
Date will be on the Certificate Anniversary of each year.

CERTIFICATE PROCESSING PERIOD - The period between successive certificate
processing dates unless it is the first certificate processing period. In that
case, it is the period from the certificate date to the first certificate
processing date.

CERTIFICATE YEAR - The period between certificate anniversaries.

CERTIFICATE OWNER - The person who owns a Certificate and is entitled to
exercise all rights of the Certificate. This person's death also initiates
payment of the death benefit

CHARGE DEDUCTION DIVISION - The Division from which all charges are deducted if
so designated or elected by the Certificate Owner.

CONTINGENT ANNUITANT - The person designated by the Certificate Owner who, upon
the Annuitant's death prior to the Annuity Commencement Date, becomes the
Annuitant.

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IMPORTANT TERMS (continued)
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CONTRACT ISSUE DATE - The date this Contract is issued at our Customer Service
Center.

CONTRACTHOLDER - The entity to whom this Contract is issued.

EXPERIENCE FACTOR - The factor which reflects the investment experience of the
portfolio in which a Variable Separate Account Division invests and also
reflects the charges assessed against the Division for a Valuation Period.

FIXED ACCOUNT - This is the Separate Account established to support Fixed
Allocations.

FIXEDALLOCATION - An amount allocated to the Fixed Account that is credited with
a specified interest rate for a specific Guarantee Period.

GENERAL ACCOUNT - The account which contains all of our assets other than those
held in our separate accounts.

GUARANTEE PERIOD - The period of years a specified interest rate is guaranteed
to be credited to a Fixed Allocation or allocations to a Guaranteed Interest
Division.

GUARANTEED INTEREST DIVISION - A Division of the General Account which we may,
from time to time, make available for allocations of Premium Payments or
Accumulation Value which we credit with fixed rates of interest for specific
Guarantee Periods.

GUARANTEED INTEREST RATE - The effective annual interest rate which we will
credit for a specified Guarantee Period.

GUARANTEED MINIMUM INTEREST RATE - The minimum interest rate which can be
declared by us for Allocations to the Guaranteed Interest Divisions. The
Guaranteed Minimum Interest Rate is an effective annual rate of 3.0%.

INITIAL PREMIUM - The payment amount required to put each Certificate in effect.

ISSUE AGE - The annuitant's or Certificate Owner's age on the last birthday on
or before the certificate date.

MARKET VALUE ADJUSTMENT - A positive or negative adjustment to a Fixed
Allocation. It may apply if all or part of a Fixed Allocation is withdrawn,
transferred, or applied to an Annuity Option prior to the end of the Guarantee
Period.

MATURITY DATE - The date on which a Guarantee Period matures. The Maturity Date
of a Guarantee Period will be on the last day of the calendar month in which the
Guarantee Period ends.

RIDERS - Riders add provisions or change the terms of the Certificate.

SCHEDULE DATE - The date shown in each Certificate on which the Benefit Option
Package takes effect. On each Certificate Issue Date, the Schedule Date is the
same as the Certificate Date. Thereafter, if the Certificate Owner elects to
replace the then current Benefit Option Package with another available Benefit
Option Package, the Schedule Date will be the effective date of the change.

SPECIALLY DESIGNATED DIVISION - Distributions from a portfolio underlying a
Division in which reinvestment is not available will be allocated to this
Division unless the Certificate Owner specifies otherwise.

VALUATION DATE - The day at the end of a Valuation Period when each Division is
valued.

VALUATION PERIOD - Each business day together with any non-business days before
it.

VARIABLE SEPARATE ACCOUNT DIVISION - An investment option available in the
Variable Separate Account.

IU-MP-3014 7

INTRODUCTION TO THIS CONTRACT
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ELIGIBILITY

Eligible persons as stated in the application for this Contract and who
have enrolled and for whom the Initial Premium has been paid are eligible
to receive the benefits under this Contract.

THE CERTIFICATE OWNER

The Certificate Owner is also the Annuitant unless another Annuitant has
been named and is shown in the Certificate. The Certificate Owner has the
rights and options described in this Contract.

One or more people may own a Certificate. If there are multiple Certificate
Owners named, the age of the oldest Certificate Owner will be used to
determine the applicable death benefit. In the case of a sole certificate
Owner who dies prior to the annuity commencement date, we will pay the
Beneficiary the death benefit then due. If the sole certificate Owner is
not an individual, we will treat the annuitant as the certificate Owner for
purposes of determining when the certificate Owner dies under the death
benefit provision (if there is no Contingent Annuitant), and the
Annuitant's Issue Age will determine the applicable death benefit payable
to the Beneficiary. The sole certificate Owner's estate will be the
beneficiary if no beneficiary designation is in effect, or if the sole
designated beneficiary has predeceased the certificate Owner. In the case
of a joint certificate Owner dying prior to the annuity commencement date,
the surviving certificate Owner(s) will be deemed the beneficiary(ies) and
any other Beneficiary(ies) on record will be treated as the contingent
Beneficiary(ies).

THE ANNUITANT

The Annuitant is the measuring life of the annuity benefits provided under
a Certificate. The annuitant must be a natural person. The annuitant may
not be changed during the annuitant's lifetime. The Certificate Owner may
name a contingent annuitant. The contingent annuitant becomes the annuitant
if the annuitant dies while a Certificate is in effect prior to the Annuity
Commencement Date. If the annuitant dies and no contingent annuitant has
been named, we will allow the Certificate Owner sixty days to designate
someone else as annuitant. The Certificate Owner will be the contingent
annuitant unless the Certificate Owner names someone else. If all
Certificate Owners are not individuals and, through operation of this
provision, a Certificate Owner becomes the Annuitant, we will pay the death
benefit proceeds to the Beneficiary. If there are joint Certificate Owners,
we will treat the youngest of the Certificate Owners as the Contingent
Annuitant designated, unless elected otherwise.

THE BENEFICIARY

The beneficiary is the person to whom we pay death proceeds if the
certificate Owner dies prior to the annuity commencement date. See Proceeds
Payable to the Beneficiary for more information. We pay death proceeds to
the primary beneficiary (unless there are joint Certificate Owners in which
case the death benefit proceeds are payable to the surviving Certificate
Owners). If the primary beneficiary dies before the certificate Owner, the
death proceeds are paid to the contingent beneficiary, if any. If there is
no surviving beneficiary, we pay the death proceeds to the certificate
Owner's estate.

One or more persons may be named as primary beneficiary or contingent
Beneficiary. In the case of more than one beneficiary, we will assume any
death proceeds are to be paid in equal shares to the surviving
beneficiaries. Other than equal shares may be specified by the Certificate
Owner.

The Certificate Owner has the right to change beneficiaries during the
Certificate Owner's lifetime, unless the primary beneficiary is designated
irrevocable. When an irrevocable Beneficiary has been designated, the
Certificate Owner and the irrevocable Beneficiary may have to act together
to exercise the rights and options under a Certificate.

When naming or changing the Beneficiary(ies), the Certificate Owner may
specify the form of payments of the Death Benefits. We will honor the
specified form of payment to the extent permitted under section 72(s) of
the I.R.S. Code. If the form of payment is not specified, the
Beneficiary(ies) may determine the manner of payment, to the extent allowed
by the Code.

IU-MP-3014 8

INTRODUCTION TO THIS CONTRACT (continued)
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CHANGE OF CERTIFICATE OWNER OR BENEFICIARY

During the Certificate Owner's lifetime and while a Certificate is in
effect under this Contract, the Certificate Owner can transfer ownership of
a Certificate or change the beneficiary. To make any of these changes, we
require written notice of the change in a form satisfactory to us. If there
are joint Certificate Owners, both must agree to the change. The change
will take effect as of the day the notice is signed. The change will not
affect any payment made or action taken by us before recording the change
at our Customer Service Center. A change of certificate Owner may affect
the amount of death benefit payable under the Certificate. See Proceeds
Payable to the Beneficiary and Benefit Option Packages.

IU-MP-3014 9

PREMIUM PAYMENTS AND ALLOCATION CHANGES
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INITIAL PREMIUM PAYMENT

The Initial Premium Payment is required to put a Certificate in effect. The
amount and allocation of the Initial Premium Payment is shown in each
Certificate.

ADDITIONAL PREMIUM PAYMENT OPTION
Additional premium payments may be made after the Right to Examine period ends.
Satisfactory notice to us must be given for additional premium payments.
Restrictions on additional premium payments, such as the Attained Age of the
Annuitant or Owner, the period during which we will accept additional premium
payments and the timing and amount of each payment, are shown in the Schedule.
We reserve the right to accept additional premium payments beyond the period
stated in the Schedule, or to defer acceptance of or to return any additional
Premium Payments if they exceed the restrictions stated in the Schedule, if a
Division or Fixed Allocation to which they are allocated is closed, or in order
to comply with any law or regulation.

As of the date we receive and accept the Certificate Owner's additional premium
payment:

(1) The accumulation value will increase by the amount of the premium
payment less any premium deductions as shown in each Certificate.
(2) The increase in the accumulation value will be allocated among the
Divisions and the Fixed Account in accordance with the Certificate
Owner's instructions. If the Certificate Owner does not provide such
instructions, allocation will be among the Divisions in proportion to
the amount of accumulation value in each Division as of the date we
receive and accept the additional premium payment. Allocations to the
Fixed Account will be made only upon specific written request.

Where to Make Payments
Additional premium payments are to be sent to our Customer Service Center. On
request, a receipt signed by one of our officers will be provided. CERTIFICATE
OWNER'S RIGHT TO CHANGE ALLOCATION OF ACCUMULATION VALUE The Certificate Owner
may change the allocation of accumulation value under the Certificate among the
Divisions of the Variable Separate Account, the General Account, and the Fixed
Account after the end of the Right to Examine Period. The number of allocation
changes each certificate year that we will allow without applying an Excess
Allocation Charge is shown in each Certificate. After Annuity Payments begin
under a Certificate, allocation changes are not allowed between values providing
Fixed Annuity Payments and Variable Annuity Payments. To make an allocation
change, we must receive satisfactory notice at our Customer Service Center. The
change will take effect when we receive the notice. An allocation from the Fixed
Account may be subject to a Market Value Adjustment.

We will monitor transfer activity and will restrict transfers that constitute
Frequent Trading. Our current definition of Frequent Trading is more than one
purchase and sale of the same underlying fund within a 30-day period. We may
modify our general standard, or the standard as it may apply to a particular
fund, at any time without prior notice, if required by the underlying fund(s) in
which Separate Account Divisions invest and/or by state or federal regulatory
requirements. We will notify you in writing within 30 days of such modification.

Limitations of Allocations
We reserve the right to restrict allocations into and out of the General
Account. Such limits may be dollar restrictions on allocations into the General
Account or we may restrict reallocations into the General Account. WHAT HAPPENS

IF A VARIABLE SEPARATE ACCOUNT DIVISION IS NOT AVAILABLE
When a distribution is made from an investment portfolio supporting a unit
investment trust Division of the Separate Account in which reinvestment is not
available, we will allocate the distribution to the Specially Designated
Division shown in each Certificate unless the Certificate Owner specifies
otherwise. Such a distribution may occur when an investment portfolio or
Division matures, when distribution from a portfolio or Division cannot be
reinvested in the portfolio or Division due to the unavailability of securities,
or for other reasons. When this occurs because of maturity, we will send written
notice 30 days in advance of such date. To elect an allocation to other than the
Specially Designated Division shown in each Certificate, we must receive
satisfactory notice at least seven days prior to the date the investment
matures. Such allocations will not be counted as an allocation change of the
accumulation value for purposes of the number of free allocations permitted.

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PREMIUM PAYMENTS AND ALLOCATION CHANGES (continued)
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RESTRICTED FUNDS

Restricted Funds are subject to limits as to amounts which may be invested or
transferred into such Divisions. The designation of a Division as a Restricted
Fund may be changed upon 30 days notice to the Owner with regard to future
transfers and Premium Payments into such Division. When a new Division is made
available it may be designated as a Restricted Fund. If so designated, the rules
regarding its restrictions will be sent to the Owner. Listed below are the total
Contract limits for Restricted Funds.

Restricted Fund Limits

Maximum
Allocation % of Maximum
Accumulation Value Premium % Dollar Cap
------------------ --------- ----------
30% 99.999% $9,999,999

THRESHOLDS

Each Restricted Fund has one or more thresholds at which point no further
amounts may be allocated to that Division. Compliance with a threshold is
verified whenever there is a transaction initiated which is subject to such
threshold (Premium Payments, transfers, withdrawals). A threshold is applied to
the total Accumulation Value of each Restricted Fund. Thresholds may be changed
by us for new premiums, transfers or withdrawals by Restricted Fund upon 30 day
notice.

DOLLAR CAP

The Dollar Cap is the dollar amount at which no further Accumulation Value may
be added to Restricted Funds.

PREMIUM THRESHOLD

The threshold for premium by Restricted Fund limits the amount of any premium
which may be allocated to that Division. Should a request for allocation to a
Restricted Fund exceed the limit in effect for that Division or for the
Contract, any excess over that amount shall be allocated prorata to any
non-Restricted Fund(s) in which the Contract is then invested. Should the
Contract not be invested in other non-Restricted Funds, the excess will be
invested in the Specially Designated Division unless we receive written
instructions to do otherwise. Premium allocations must also satisfy the
Allocation Threshold.

ALLOCATION THRESHOLD

Allocations into a Restricted Fund are limited to that amount such that the
Accumulation Value in that Restricted Fund after such allocation does not exceed
the threshold for that Division and does not cause a Certificate's total limit
on allocation to Restricted Funds to be exceeded. If the amount of an allocation
would cause either limit to be exceeded, the allocation will only be executed to
the extent the lower limit would allow.

Allocations from a Restricted Fund will be allowed even if the amount remaining
in the Restricted Fund after an allocation exceeds the Allocation Threshold. If
a program of allocations over time is authorized by us, verification of the
threshold will be performed at the initiation of such program. If such program
is modified at a later date, a testing of thresholds will be done at that time.

IU-MP-3014 11

PREMIUM PAYMENTS AND ALLOCATION CHANGES (continued)
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THRESHOLDS - EFFECT ON WITHDRAWALS

If a withdrawal is requested while any Accumulation Value is allocated to
Restricted Funds and the Allocation Threshold percentage is currently exceeded,
the percentage for funds invested in Restricted Funds for the total Contract,
after taking into account the withdrawal, may not be higher than prior to the
withdrawal. Should the calculated effect of a withdrawal result in the total
Contract threshold being exceeded, the excess portion of the withdrawal will be
processed prorata from all Variable Divisions. Systematic withdrawals, while the
Contract has investments in Restricted Funds, if not withdrawn prorata from all
Divisions, shall be monitored annually to assure threshold compliance. Should
the effect of such withdrawals cause a Restricted Fund to exceed its threshold,
the Divisions from which the withdrawals are processed may be adjusted to assure
that the percentage of Accumulation Value in the Restricted Funds does not
increase.

THRESHOLD PROCESSING

For the purpose of calculating any thresholds, the values for the Divisions will
be determined using the prior day's closing Index of Investment Experience.

IU-MP-3014 12

HOW WE MEASURE THE ACCUMULATION VALUE
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THE GENERAL ACCOUNT

The General Account contains all assets of the Company other than those in the
Separate Account(s) we establish. We may, from time to time, make available for
allocations of Premium Payments or Accumulation Value under the Certificate
specific Divisions of the General Account (Guaranteed Interest Divisions ) which
we credit with fixed rates of interest declared by us for the then available
Guarantee Period(s). Any declaration will be by class and will be based solely
on our expectations of future earnings, but will never be less than the
Guaranteed Minimum Interest Rate shown in the Schedule. We may periodically
guarantee higher rates for specific Guarantee Periods based on our sole
discretion. Such rates will apply to periods following the date of declaration.
Interest will be credited daily at a rate to yield the declared annual
Guaranteed Interest Rate.

Guarantee Periods
We may offer any number of Guarantee Periods and may, from time to time, change
the Guarantee Periods available. Any change in the Guarantee Periods available
under the Certificate will not affect existing Allocations in a Guarantee Period
until the Guarantee Period Maturity Date. The Guaranteed Interest Rates for an
Allocation to a Guaranteed Interest Division are effective for the entire
period.

Transfers from the General Account
We currently require that amounts allocated to the General Account not be
transferred until the Maturity Date of the applicable Guarantee Period. We
reserve the right not to allow amounts previously transferred from the General
Account to the Variable Separate Account or Fixed Account to be transferred back
to the General Account for a period of at least six months from the date of
transfer.

FIXED ACCOUNT

The Fixed Account is a Separate Account under state insurance law and is not
required to be registered with the Securities and Exchange Commission under the
Investment Company Act of 1940. Interests in the Fixed Account are registered
under the Securities Act of 1933. The Fixed Account includes various Fixed
Allocations which we credit with fixed rates of interest declared by us for the
then available Guarantee Period(s) selected by the Certificate Owner. Any
declaration will by class and will be based soley on our expectations of future
earnings. We reset the interest rates for new Fixed Allocations periodically
based on our sole discretion. Such rates will apply to periods following the
date of declaration. Any declaration will be by class and will be based on our
future expectations. Interest will be credited daily at a rate to yield the
declared annual Guaranteed Interest Rate

Minimum Fixed Allocation
The minimum allocation to the Fixed Account in any one Fixed Allocation is shown
in each Certificate.

Guarantee Periods
We may offer any number of Guarantee Periods and may, from time to time, change
the Guarantee Periods available. Any change in the Guarantee Periods available
under a Certificate will not affect existing Fixed Allocations in a Guarantee
Period until the Guarantee Period Maturity Date.

The Guaranteed Interest Rates for a Fixed Allocation are effective for the
entire period. The Maturity Date of a Guarantee Period will be on the last day
of the calendar month in which the Guarantee Period ends. Withdrawals and
transfers made during a Guarantee Period may be subject to a Market Value
Adjustment unless made within thirty days prior to the Maturity Date.

Upon the Maturity Date of a Guarantee Period, we will transfer the Accumulation
Value of the expiring Fixed Allocation to a Fixed Allocation with a Guarantee
Period equal in length to the expiring Guarantee Period, unless the Certificate
Owner selects another period prior to its Maturity Date. We will notify the
Certificate Owner at least thirty days prior to a Maturity Date of the options
for renewal. If the period remaining from the expiry of the previous Guarantee
Period to the Annuity Commencement Date is less than the period elected or the
period expiring, the next shortest period then available that will not extend
beyond the Annuity Commencement Date will be offered. If a period is not
available, the Accumulation Value will be transferred to the Specially
Designated Division.

IU-MP-3014 13

HOW WE MEASURE THE ACCUMULATION VALUE (continued)
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Market Value Adjustments
A Market Value Adjustment will be applied to a Fixed Allocation upon withdrawal,
transfer or application to an Income Plan if made more than thirty days prior to
such Fixed Allocation's Maturity Date, except on Systematic Partial Withdrawals
and ▇▇▇ Partial Withdrawals. The Market Value Adjustment is applied to each
Fixed Allocation separately and may be positive, negative or result in no
change.

Market Value Adjustment During The Right to Examine Period
The Market Value Adjustment is determined by multiplying the amount of the
Accumulation Value withdrawn by the following factor:

1 + I N/365
------------------------
1 + J - 1

Market Value Adjustment Following The Right to Examine Period
The Market Value Adjustment is determined by multiplying the amount of the
Accumulation Value withdrawn, transferred or applied to an Income Plan by the
following factor:

1 + I N/365
------------------------
1 + J + .0050 - 1

where: I is the Index Rate for a Fixed Allocation on the first day of the
applicable Guarantee Period; J is the Index Rate for new Fixed Allocations with
Guarantee Periods equal to the number of years (fractional years rounded up to
the next full year) remaining in the Guarantee Period at the time of
calculation; and N is the remaining number of days in the Guarantee Period at
the time of calculation.

Market Value Adjustments will be applied as follows:
(1) The Market Value Adjustment will be applied to the amount withdrawn
before deduction of any applicable Surrender Charge.
(2) For a partial withdrawal, partial transfer or in the case where a
portion of a Fixed Allocation is applied to an Income Plan, the Market
Value Adjustment will be calculated on the total amount that must be
withdrawn, transferred or applied to an Income Plan in order to
provide the amount requested.
(3) If the Market Value Adjustment is negative, it will be assessed first
against any remaining Accumulation Value in a particular Fixed
Allocation. Any remaining Market Value Adjustment will be applied
against the amount withdrawn, transferred or applied to an Income Plan
(4) If the Market Value Adjustment is positive, it will be credited to any
remaining Accumulation Value in the particular Fixed Allocation. If a
cash surrender, full transfer or full application to an Income Plan
has been requested, the Market Value Adjustment is added to the amount
withdrawn, transferred or applied to an Income Plan.

IU-MP-3014 14

HOW WE MEASURE THE ACCUMULATION VALUE (continued)
--------------------------------------------------------------------------------

THE VARIABLE SEPARATE ACCOUNT

The Separate Account (the "Account") is a unit investment trust Separate
Account, organized in and governed by the laws of the State of Delaware, our
state of Domicile. The Account is divided into Divisions, each of which is
available for investment under this Contract.

The Account is kept separate from our General Account and any other Separate
Accounts we may have. It is used to support Variable Annuity Contracts and may
be used for other purposes permitted by applicable laws and regulations. We own
the assets in the Separate Account. Assets equal to the reserves and other
liabilities of the account will not be charged with liabilities that arise from
any other business we conduct; but, we may transfer to our General Account
assets which exceed the reserves and other liabilities of the Variable Separate
Account. Income and realized and unrealized gains or losses from assets in the
Variable Separate Account are credited to or charged against the Account without
regard to other income, gains or losses in our other investment accounts.

The Variable Separate Account will invest in mutual funds, unit investment
trusts and other investment portfolios which we determine to be suitable for
this Contract's purposes. The Variable Separate Account is treated as a unit
investment trust under Federal securities laws. It is registered with the
Securities and Exchange Commission ("SEC") under the Investment Company Act of
1940. The Variable Separate Account is also governed by state law as described
above.

Variable Separate Account Divisions
A unit investment trust Separate Account includes Divisions, each investing in a
designated investment portfolio. The Divisions and the investment portfolios
designated may be managed by a separate investment adviser. Such adviser may be
registered under the Investment Advisers Act of 1940.

Changes within the Variable Separate Accounts
We may, from time to time, make additional Variable Separate Account Divisions
available. These Divisions will invest in investment portfolios we find suitable
for this Contract. We also have the right to eliminate Divisions from a Variable
Separate Account, to combine two or more Divisions or to substitute a new
portfolio for the portfolio in which a Division invests. A substitution may
become necessary if, in our judgment, a portfolio or Division no longer suits
the purpose of this Contract. This may happen due to a change in laws or
regulations, or a change in a portfolio's investment objectives or restrictions,
or because the portfolio or Division is no longer available for investment, or
for some other reason. We will obtain any required regulatory approvals before
making such a substitution.

Subject to any required regulatory approvals, we reserve the right to transfer
assets of the Variable Separate Account which we determine to be associated with
the class of contracts to which this Contract belongs, to another Variable
Separate Account or Division.

When permitted by law, we reserve the right to:
(1) deregister a Variable Separate Account under the Investment Company
Act of 1940;
(2) operate a Variable Separate Account as a management company under the
Investment Company Act of 1940, if it is operating as a unit
investment trust;
(3) operate a Variable Separate Account as a unit investment trust under
the Investment Company Act of 1940, if it is operating as a managed
Variable Separate Account;
(4) restrict or eliminate any voting rights of Owners, or other persons
who have voting rights to a Variable Separate Account; and
(5) combine a Variable Separate Account with other Variable Separate
Accounts.

MEASUREMENT OF INVESTMENT EXPERIENCE

Index of Investment Experience
The Investment Experience of a Variable Separate Account Division is determined
on each Valuation Date. We use an Index to measure changes in each Division's
experience during a Valuation Period. We set the Index at $10 when the first
investments in a Division are made. The Index for a current Valuation Period
equals the Index for the preceding Valuation Period multiplied by the Experience
Factor for the current Valuation Period.

IU-MP-3014 15

HOW WE MEASURE THE ACCUMULATION VALUE (continued)
--------------------------------------------------------------------------------

How We Determine the Experience Factor (Net Return Factor)
For Divisions of a unit investment trust Separate Account, the Experience Factor
reflects the Investment Experience of the portfolio in which the Division
invests as well as the charges assessed against the Division for a Valuation
Period. The factor is calculated as follows:
(1) We take the net asset value of the portfolio in which the Division
invests at the end of the current Valuation Period.
(2) We add to (1) the amount of any dividend or capital gains distribution
declared for the investment portfolio and reinvested in such portfolio
during the current Valuation Period. We subtract from that amount a
charge for our taxes, if any.
(3) We divide (2) by the net asset value of the portfolio at the end of
the preceding Valuation Period.
(4) We subtract the daily Mortality and Expense Risk Charge for each
Division shown in each Certificate for each day in the Valuation
Period.
(5) We subtract the daily Asset Based Administrative Charge shown in each
Certificate for each day in the Valuation Period.

Calculations for Divisions investing in unit investment trusts are on a per unit
basis.

Net Rate of Return for a Variable Separate Account Division (Net Return Rate)

The Net Rate of Return for a Variable Separate Account Division during a
Valuation Period is the Experience Factor for that Valuation Period minus one.

VALUATION PERIOD

Each Division and Fixed Allocation will be valued at the end of each Valuation
Period on a Valuation Date. A Valuation Period is each Business Day together
with any non-Business Days before it. A Business Day is any day the New York
Stock Exchange (NYSE) is open for trading, and the SEC requires mutual funds,
unit investment trusts, or other investment portfolios to value their
securities.

ACCUMULATION VALUE

The Accumulation Value of a Certificate is the sum of the amounts in each of the
Divisions of the Variable Separate Account, the General Account, and the Fixed
Account. The Certificate Owner selects how the Accumulation Value is allocated.
The maximum number of Divisions and Fixed Allocations to which the Accumulation
Value may be allocated at any one time is shown in each Certificate.

ACCUMULATION VALUE IN EACH DIVISION AND FIXED ALLOCATION

On the Certificate Date
On the Certificate Date, the Accumulation Value is allocated to each Division
and Fixed Allocation as shown in each Certificate. We reserve the right to
allocate premium to the Specially Designated Division during any Right to
Examine period. After such time, allocation will be made proportionately in
accordance with the initial allocation(s) as elected by the Certificate Owner.

On each Valuation Date
At the end of each subsequent Valuation Period, the amount of Accumulation Value
in each Division and Fixed Allocation will be calculated as follows:
(1) We take the Accumulation Value in the Division or Fixed Allocation at
the end of the preceding Valuation Period.
(2) We multiply (1) by the Variable Separate Account Division's Net Rate
of Return for the current Valuation Period or we calculate the
interest to be credited to a Fixed Allocation or to a Guaranteed
Interest Division for the current Valuation Period.
(3) We add (1) and (2).
(4) We add to (3) any additional Premium Payments (less any premium
deductions as shown in each Certificate) allocated to the Division or
Fixed Allocation during the current Valuation Period.

IU-MP-3014 16

HOW WE MEASURE THE ACCUMULATION VALUE (continued)
--------------------------------------------------------------------------------

(5) We add or subtract allocations to or from that Division or Fixed
Allocation during the current Valuation Period.
(6) We subtract from (5) any Partial Withdrawals from the Division or
Fixed Allocation during the current Valuation Period.
(7) We subtract from (6) the amounts deducted from that Division or Fixed
Allocation for:
(a) any charges due for the Optional Benefit Riders as shown in each
Certificate;
(b) any deductions from Accumulation Value as shown in each
Certificate.

However, if elected, amounts deducted will be taken from the Charge Deduction
Division.

CHARGES DEDUCTED FROM ACCUMULATION VALUE FOR EACH PROCESSING PERIOD

All charges and fees are shown in each Certificate.

Charge Deduction Division Option
We will deduct all charges against the accumulation value of a Certificate from
the Charge Deduction Division if the Certificate Owner elected this option. If
this option was not elected or if the charges are greater than the amount in the
Charge Deduction Division, the charges against the Accumulation Value will be
deducted as follows:
(1) If these charges are less than the accumulation value in the Variable
Separate Account Divisions, they will be deducted proportionately from
all Divisions.
(2) If these charges exceed the Accumulation Value in the Variable
Separate Account Divisions, any excess over such value will be
deducted proportionately from any Fixed Account and Guaranteed
Interest Divisions.

Any charges deducted from the Fixed Account or the General Account will be taken
from Allocations starting with the Guarantee Period nearest its Maturity Date
until such charges have been paid.

The Certificate Owner may at any time while the Certificate is in effect change
the election of this option. To do so, the Certificate Owner must send a written
request to our Customer Service Center. Any change will take effect within seven
days of the date we receive the request.

IU-MP-3014 17

THE CERTIFICATE OWNER'S BENEFITS
--------------------------------------------------------------------------------

While a Certificate is in effect, there are important rights and benefits that
are available. We discuss these rights and benefits in this section.

PARTIAL WITHDRAWAL OPTION

To take a partial withdrawal, satisfactory notice must be sent to our Customer
Service Center. The minimum withdrawal amount which may be taken is shown in
each Certificate. The maximum amount that can be taken as a Conventional Partial
Withdrawal each Certificate Year without being considered an Excess Partial
Withdrawal is shown in each Certificate. We will collect a Surrender Charge as
described in each Certificate for Excess Partial Withdrawals and any unrecovered
Premium Taxes.

We will treat as a request to surrender the Certificate any request for a
Partial Withdrawal which (a) exceeds 90% of the Cash Surrender Value; and (b)
reduces the Cash Surrender Value after such withdrawal to less than $2,500.

Conventional Partial Withdrawals
The minimum withdrawal amount which may be taken is shown in each Certificate.
The maximum amount that can be taken as a Conventional Partial Withdrawal each
Certificate Year without being considered an Excess Partial Withdrawal is shown
in each Certificate. Any Conventional Partial Withdrawal from a Fixed Allocation
is subject to a Market Value Adjustment unless withdrawn within 30 days prior to
the Maturity Date.

Systematic Partial Withdrawals
Systematic Partial Withdrawals may be elected to commence after 28 days from the
Certificate Issue Date. and may be taken on a monthly, quarterly or annual
basis. The Maximum Systematic Partial Withdrawal Amount which may be taken is
shown in each Certificate. Systematic Partial Withdrawals of interest from Fixed
Allocations are not subject to a Market Value Adjustment. A Systematic Partial
Withdrawal which does not exceed the Maximum Systematic Partial Withdrawal
Amount is not subject to a Surrender Charge.

Systematic Partial Withdrawals and Conventional Partial Withdrawals may not be
taken in the same Certificate Year.

▇▇▇ Partial Withdrawals for Qualified Plans Only
Partial Withdrawals may be taken from a Certificate issued as an ▇▇▇ on a
monthly, quarterly or annual basis. Such ▇▇▇ Partial Withdrawals will not be
subject to Surrender Charges to the extent that they do not exceed the Minimum
Required Distribution based on the Accumulation Value of the Certificate, as set
forth in the Internal Revenue Code. A minimum withdrawal of $100.00 is required.
An ▇▇▇ Partial Withdrawal in excess of the maximum amount allowed under the
Systematic Partial Withdrawal option may be subject to a Market Value
Adjustment.

Systematic Partial Withdrawals and Conventional Partial Withdrawals are not
allowed when ▇▇▇ Partial Withdrawals are being taken.

SURRENDER CHARGE

A Surrender Charge may be imposed as a percentage of premium not previously
withdrawn if the Certificate is surrendered or an Excess Partial Withdrawal is
taken as described in each Certificate. The percentage imposed at time of
surrender or Excess Partial Withdrawal depends on the number of complete years
that have elapsed since a Premium Payment was made. The Surrender Charge
expressed as a percentage of each Premium Payment not previously withdrawn is
shown in each Certificate.

IU-MP-3014 18

THE CERTIFICATE OWNER'S BENEFITS(continued)
--------------------------------------------------------------------------------

Waiver of Surrender Charge
No Surrender Charges will be assessed for an Excess Partial Withdrawal or
surrender if:

(1) More than one Certificate Year has elapsed since the Certificate Date;
and
(2) The withdrawal or surrender is requested within three years after the
Certificate Owner's admission to and confinement in a licensed Nursing
Care Facility for 45 consecutive days.

This waiver does not apply if the Certificate Owner spent at least one day in a
licensed Nursing Care Facility during the two week period immediately preceding
or immediately following the Certificate Date.

CASH VALUE BENEFIT

Cash Surrender Value
The Cash Surrender Value, while the Annuitant is living and before the Annuity
Commencement Date, is determined as follows:

(1) We take the Certificate's Accumulation Value;
(2) We adjust for any applicable Market Value Adjustment;
(3) We deduct any Surrender Charges;
(4) We deduct any charges shown as shown in each Certificate that have
been incurred but not yet deducted, including:
(a) any administrative charge that has not yet been deducted;
(b) the pro rata part of any charges for Optional Benefit Riders; and
(c) any applicable premium or other tax.

Cancelling to Receive the Cash Surrender Value
The Certificate Owner may, at any time on or before the annuity commencement
date and while the Annuitant is living, surrender a Certificate to us. To do
this, the Certificate Owner must return the Certificate with a signed request
for cancellation to our Customer Service Center.

The cash surrender value will vary daily. We will determine the cash surrender
value as of the date we receive the Certificate and the signed request in our
Customer Service Center. All benefits under the Certificate will then end.

We will usually pay the Cash Surrender Value within seven days; but, we may
delay payment as described in the Payments We May Defer provision.

PROCEEDS PAYABLE TO THE BENEFICIARY

Prior to the Annuity Commencement Date
If the sole Certificate Owner dies prior to the Annuity Commencement Date, we
will pay the Beneficiary the Death Benefit based on the Benefit Option Package
elected and in effect on the date of death. If there are joint Certificate
Owners and any Certificate Owner dies, we will pay the surviving Owner(s) the
Death Benefit. We will pay the amount on receipt of due proof of the Owner's
death at our Customer Service Center. Such amount may be received in a single
lump sum or applied to any of the Annuity Options (see Choosing an Income Plan).
When the Owner (or all Owners where there are joint Owners) is not an
individual, the Death Benefit will become payable on the death of the Annuitant
prior to the Annuity Commencement Date (unless a Contingent Annuitant survived
the Annuitant). Only one Death Benefit is payable under each Certificate. In all
events, distributions under a Certificate must be made as required by applicable
law.

How to Claim Payments to Beneficiary
We must receive proof of the Owner's (or the Annuitant's) death before we will
make any payments to the Beneficiary. We will calculate the Death Benefit as of
the date we receive due proof of death. The Beneficiary should contact our
Customer Service Center for instructions

IU-MP-3014 19

BENEFIT OPTION PACKAGES
--------------------------------------------------------------------------------

The Contract offers three Benefit Option Packages. The Option Package elected is
shown in each Certificate.

ELECTION OF BENEFIT OPTION PACKAGES

On any Certificate Anniversary prior to and including the date the Certificate
Owner reaches Attained Age 80, the Certificate Owner may elect to replace the
Benefit Option Package in effect with another Benefit Option Package provided
there are no Joint Certificate Owners and the Certificate Owner and the
Annuitant meet the eligibility criteria stated below. Such election must be
received by us in writing at our Customer Service Center on or during the sixty
day period immediately preceding the Certificate Anniversary.

The effective date of the newly elected Benefit Option Package will be the
Certificate Anniversary at the end of the sixty day election period. We will
issue another Certificate Schedule reflecting the new Benefit Option Package
Chosen. This new Schedule will reflect the new Schedule Date and the revised
Charges, if any, for the Benefit Option Package elected.

SPECIAL FUNDS AND EXCLUDED FUNDS

The allocation of Accumulation Value to the Variable Separate Account Divisions,
the General Account, and the Fixed Account may be subject to specific
limitations or rules when calculating the Death Benefits provided in each of the
Benefit Option Packages described below. Such allocations are called Special
Funds and Excluded Funds. Special Funds and Excluded Funds, if any, are shown in
each Certificate Schedule.

We may add newly available Divisions as Special Funds or Excluded Funds. We may
also reclassify an existing Division as a Special Fund or Excluded Fund or
remove such designation(s) upon 30 days notice to the Certificate Owner. Such
reclassifications will apply to amounts transferred or otherwise allocated to
such Division after the date of the change. We may reduce any applicable
Mortality and Expense Risk Charge for that portion of the Certificate allocated
to a Special Fund or Excluded Fund.

DESCRIPTION OF BENEFIT OPTION PACKAGE I

Benefit Option Package I is not available if, at the time of election, the
Certificate's Accumulation Value is less than $15,000.

The Death Benefit is the greatest of (i), (ii) and (iii) below, where:
(i) is the Accumulation Value;
(ii) is the Guaranteed Death Benefit;
(iii) is the Cash Surrender Value.

Guaranteed Death Benefit
The Guaranteed Death Benefit is equal to the sum of I and II below.
I. The Guaranteed Death Benefit Base for Covered Funds
II. The Accumulation Value allocated to Excluded Funds

On the Certificate Date, the Guaranteed Death Benefit Base for Covered Funds is
the initial premium allocated to Covered Funds. On subsequent Valuation Dates,
the Guaranteed Death Benefit Base for Covered Funds is calculated as follows:

IU-MP-3014 20

BENEFIT OPTION PACKAGES (continued)
--------------------------------------------------------------------------------

(1) Start with the Guaranteed Death Benefit Base for Covered Funds from
the prior Valuation Date.
(2) Add any additional premiums paid and allocated to Covered Funds during
the current Valuation Period to (1).
(3) Adjust (2) for any transfers to or from Excluded Funds during the
current Valuation Period.
(4) Subtract from (3) any Partial Withdrawal Adjustments for any Partial
Withdrawal made from Covered Funds during the current Valuation
Period.

The Guaranteed Death Benefit Base for Excluded Funds has a corresponding
definition, but with respect to amounts allocated to Excluded Funds.

Transfers from Excluded Funds to Covered Funds will reduce the Guaranteed Death
Benefit Base for Excluded Funds on a pro-rata basis. The resulting increase in
the Guaranteed Death Benefit Base for Covered Funds will equal the lesser of the
reduction in the Guaranteed Death Benefit Base for Excluded Funds and the net
Accumulation Value transferred.

Transfers from Covered Funds to Excluded Funds will reduce the Guaranteed Death
Benefit Base for Covered Funds on a pro-rata basis. The resulting increase in
the Guaranteed Death Benefit Base for Excluded Funds will equal the reduction in
Guaranteed Death Benefit Base for Covered Funds.

Partial Withdrawal Adjustments
For any partial withdrawal, the Death Benefit components will be reduced on a
pro-rata basis. The pro-rata adjustment is equal to (1) divided by (2)
multiplied by (3), where: (1) is the Accumulation Value withdrawn; (2) is the
Accumulation Value immediately prior to withdrawal; and (3) is the amount of the
applicable Death Benefit component immediately prior to the withdrawal. Separate
adjustments will apply to the amounts in the Covered and Excluded Funds.

Change of Owner
A change of Owner will result in recalculation of the Death Benefit and the
Guaranteed Death Benefit. If the new Owner's Attained Age at the time of the
change is less than 86, the Guaranteed Death Benefit in effect prior to the
change will remain in effect and the Death Benefit provision shall apply. If the
new Owner's Attained Age is 86 or greater at the time of the change, or if the
new owner is not an individual (other than a trust created for the benefit of
the owner or annuitant), the Guaranteed Death Benefit will be zero, and the
Death Benefit will then be the Cash Surrender Value.

Spousal Continuation upon Death of Owner
If at the Owner's death, the surviving spouse of the deceased Owner is the
Beneficiary and such surviving spouse elects to continue the Certificate as
their own pursuant to Internal Revenue Code Section 72(s) or the equivalent
provisions of U.S. Treasury Department rules for qualified plans, the following
will apply:
(1) If the Guaranteed Death Benefit as of the date we receive due proof of
death of the Owner, minus the Accumulation Value, also as of that
date, is greater than zero, we will add such difference to the
Accumulation Value. Such addition will be allocated to the Divisions
of the Separate Account then available in the same proportion as the
Accumulation Value in each available Division bears to the
Accumulation Value in all such Divisions. If there is no Accumulation
Value in any Division then available, the addition will be allocated
to the Specially Designated Division.
(2) The Guaranteed Death Benefit will continue to apply, with all age
criteria using the surviving spouse's age as the determining age.
(3) At subsequent surrender, any Surrender Charge applicable to premiums
paid prior to the date we receive due proof of death of the Owner will
be waived. Any premiums paid later will be subject to any applicable
Surrender Charge.

IU-MP-3014 21

BENEFIT OPTION PACKAGES (continued)
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(1) If the Guaranteed Death Benefit as of the date we receive due proof of
death of the Owner, minus the Accumulation Value, also as of that
date, is greater than zero, we will add such difference to the
Accumulation Value. Such addition will be allocated to the Divisions
of the Separate Account then available in the same proportion as the
Accumulation Value in each available Division bears to the
Accumulation Value in all such Divisions. If there is no Accumulation
Value in any Division then available, the addition will be allocated
to the Specially Designated Division.
(2) Thereafter, the Guaranteed Death Benefit will no longer be available
and the amount payable upon the death of the non spouse beneficiary,
if such beneficiary dies while receiving distributions under the
Certificate, will be the Accumulation Value as of the date we receive
due proof of such beneficiary's death.
(3) No additional premium payments may be made following the date we
receive due proof of death of the Owner. (4) At subsequent surrender,
any applicable Surrender Charges will be waived.

DESCRIPTION OF BENEFIT OPTION PACKAGE II

Benefit Option Package II is not available if there are Joint Certificate Owners
or if, at the time of election, the Certificate's Accumulation Value is less
than $15,000.

Death Benefit
The Death Benefit is the greatest of (i), (ii), (iii) and (iv) below, where:
(i) is the Accumulation Value;
(ii) is the Guaranteed Death Benefit;
(iii) is the Cash Surrender Value; and
(iv)is the Minimum Death Benefit.

Minimum Death Benefit
The Minimum Death Benefit is equal to the sum of I and II below:
I. The Accumulation Value allocated to Excluded Funds; and
II. Adjusted Premium for Covered Funds.

Adjusted Premium for Covered Funds shall mean all premium allocated to Covered
Funds, plus an adjustment for any amounts transferred to Covered Funds, less a
pro-rata adjustment for any amounts transferred or withdrawn from Covered Funds.
The amount of the pro-rata adjustment will equal (a) times (b) divided by (c),
where: (a) is the Adjusted Premium for Covered Funds prior to the transfer or
withdrawal; (b) is the Accumulation Value of the transfer or withdrawal; and (c)
is the Accumulation Value allocated to Covered Funds before the transfer or
withdrawal.

Adjusted Premium for Excluded Funds has the same definition, but with respect to
amounts allocated to Excluded Funds.

Transfers from Excluded Funds to Covered Funds increase the Adjusted Premium for
Covered Funds by the lesser of the reduction of the Adjusted Premium for
Excluded Funds and net Accumulation Value transferred. Transfers from Covered
Funds to Excluded Funds increase the Adjusted Premium for Excluded Funds by the
reduction in the Adjusted Premium for Covered Funds.

IU-MP-3014 22

BENEFIT OPTION PACKAGES (continued)
--------------------------------------------------------------------------------

If the Schedule Date is the Certificate Date, the Guaranteed Death Benefit Base
for Covered Funds is the initial premium allocated to Covered Funds. If the
Schedule Date is other than the Certificate Date:
(1) If a transfer from Benefit Option Package I has occurred, the
Guaranteed Death Benefit Base for Covered Funds as of the new Schedule
Date is set to equal the Accumulation Value allocated to Covered Funds
minus any fees or charges deducted as of such date; and
(2) If a transfer from Benefit Option Package III has occurred, the
Guaranteed Death Benefit Base for Covered Funds as of the new Schedule
Date is set to equal the Alternate Guaranteed Death Benefit Base for
Covered and Special Funds as defined under Benefit Option Package III
as of such date.

On subsequent Valuation Dates, the Guaranteed Death Benefit Base for Covered
Funds is calculated as follows:
(1) Start with the Guaranteed Death Benefit Base for Covered Funds on the
prior Valuation Date.
(2) Add to (1) any additional premium allocated to the Covered Funds
during the current Valuation Period and adjustments for transfers to
Covered Funds during the current Valuation Period and subtract from
(1) any adjustment for transfers from Covered Funds during the current
Valuation Period and any Partial Withdrawal Adjustments for any
Partial Withdrawals taken from Covered Funds during the current
Valuation Period.
(3) On a Valuation Date that occurs on or prior to the Owner's attained
age 90, which is also a Certificate Anniversary, we set the Guaranteed
Death Benefit Base for Covered Funds equal to the greater of (2) or
the Accumulation Value allocated to Covered Funds minus any fees or
charges deducted as of such date. On all other Valuation Dates, the
Guaranteed Death Benefit Base for Covered Funds is equal to (2).

The Guaranteed Death Benefit Base for Excluded Funds has a corresponding
definition, but with respect to amounts allocated to Excluded Funds.

IU-MP-3014 23

BENEFIT OPTION PACKAGES (continued)
--------------------------------------------------------------------------------

Change of Owner
If there is a change in ownership and the new Owner's Attained Age at the time
of the change is less than 81, the Guaranteed Death Benefit in effect prior to
the change will remain in effect and the provisions for Benefit Option Package
II will continue to apply. If the new Owner's Attained Age at the time of the
change is 81 or greater, if Joint Owners are named, or if the new Owner is not
an individual (except in the case of a trust issued for the benefit of the owner
or annuitant), the provisions of Benefit Option Package I will apply and we will
issue a new Schedule reflecting the Schedule Date and the revised charges, if
any, applicable to Benefit Option Package I.

Spousal Continuation upon Death of Owner
If at the Owner's death, the surviving spouse of the deceased Owner is the
Beneficiary and such surviving spouse elects to continue the Certificate as
their own pursuant to Internal Revenue Code Section 72(s) or the equivalent
provisions of U.S. Treasury Department rules for qualified plans, the following
will apply:
(1) If the greater of (ii) and (iv) in the Death Benefit provision as of
the date we receive due proof of death of the Owner, minus the
Accumulation Value, also as of that date, is greater than zero, we
will add such difference to the Accumulation Value. Such addition will
be allocated to the Divisions of the Separate Account then available
in the same proportion as the Accumulation Value in each available
Division bears to the Accumulation Value in all such Divisions. If
there is no Accumulation Value in any Division then available, the
addition will be allocated to the Specially Designated Division.
(2) The Guaranteed Death Benefit and the Minimum Death Benefit will
continue to apply, using the surviving spouse's age as the determining
age.
(3) At subsequent surrender, any Surrender Charge applicable to premiums
paid prior to the date we receive due proof of death of the Owner will
be waived. Any premiums paid later will be subject to any applicable
Surrender Charge.

Non Spousal Continuation upon Death of Owner
If, at the Owner's death, the non spouse beneficiary of the deceased Owner
elects to continue the Certificate for the purpose of taking distributions
pursuant to Internal Revenue Code Section 72(s) or the equivalent provisions of
U.S. Treasury Department rules for qualified plans, the following will apply:
(1) If the greater of (ii) and (iv) in the Death Benefit provision as of
the date we receive due proof of death of the Owner, minus the
Accumulation Value, also as of that date, is greater than zero, we
will add such difference to the Accumulation Value. Such addition will
be allocated to the Divisions of the Separate Account then available
in the same proportion as the Accumulation Value in each available
Division bears to the Accumulation Value in all such Divisions. If
there is no Accumulation Value in any Division then available, the
addition will be allocated to the Specially Designated Division.
(2) Thereafter, the Guaranteed Death Benefit and Minimum Death Benefit
will no longer be available and the amount payable upon the death of
the non spouse beneficiary, if such beneficiary dies while receiving
distributions under the Certificate, will be the Accumulation Value as
of the date we receive due proof of such beneficiary's death.
(3) No additional premium payments may be made under following the date we
receive due proof of death of the Owner.
(4) At subsequent surrender, any applicable Surrender Charges will be
waived.

IU-MP-3014 24

BENEFIT OPTION PACKAGES (continued)
--------------------------------------------------------------------------------

DESCRIPTION OF BENEFIT OPTION PACKAGE III

Benefit Option Package III is not available if there are Joint Certificate
Owners or if, at the time of election, the Certificate's Accumulation Value is
less than $15,000.

The Death Benefit is the greatest of (i), (ii), (iii), (iv) and (v) below,
where:
(i) is the Accumulation Value;
(ii) is the lesser of (a) and (b) where (a) is the Guaranteed Death
Benefit, and (b) is the Maximum Guaranteed Death Benefit;
(iii) the Cash Surrender Value;
(iv) is the Minimum Death Benefit; and
(v) the Alternate Guaranteed Death Benefit.

Minimum Death Benefit
The Minimum Death Benefit is equal to the sum of I and II below:
I. The Accumulation Value allocated to Excluded Funds; and
II. Adjusted Premium for Covered and Special Funds.

Adjusted Premium for Covered and Special Funds shall mean all premium allocated
to Covered or Special Funds, plus an adjustment for any amounts transferred to
Covered or Special Funds, less a pro-rata adjustment for any amounts transferred
or withdrawn from Covered or Special Funds. The amount of the pro-rata
adjustment will equal (a) times (b) divided by (c), where: (a) is the Adjusted
Premium for Covered and Special Funds prior to the transfer or withdrawal; (b)
is the Accumulation Value of the transfer or withdrawal; and (c) is the
Accumulation Value allocated to Covered and Special Funds before the transfer or
withdrawal. Adjusted Premium for Excluded Funds has the same definition, but
with respect to amounts allocated to Excluded Funds.

Transfers from Excluded Funds to Covered or Special Funds increase the Adjusted
Premium for Covered and Special Funds by the lesser of the reduction of the
Adjusted Premium for Excluded Funds and net Accumulation Value transferred.
Transfers from Covered or Special Funds to Excluded Funds increase the Adjusted
Premium for Excluded Funds by the reduction in the Adjusted Premium for Covered
and Special Funds.

Guaranteed Death Benefit
The Guaranteed Death Benefit is equal to the sum of I, II and III below.
I. The Guaranteed Death Benefit Base for Covered Funds
II. The Guaranteed Death Benefit Base for Special Funds
III. The Accumulation Value allocated to Excluded Funds

On the Schedule Date, the Guaranteed Death Benefit Base for Covered Funds is set
to equal the Accumulation Value, allocated to Covered Funds minus any fees or
charges deducted as of such date. On subsequent Valuation Dates, the Guaranteed
Death Benefit Base for Covered Funds is calculated as follows:
(1) Start with the Guaranteed Death Benefit Base for Covered Funds on the
prior Valuation Date.
(2) Calculate Interest on (1) for the current Valuation Period at the
Guaranteed Death Benefit Interest Rate shown below.
(3) Add (1) and (2).
(4) Add to (3) any additional premiums allocated to Covered Funds during
the current Valuation Period.

IU-MP-3014 25

BENEFIT OPTION PACKAGES (continued)
--------------------------------------------------------------------------------

(5) Add to or subtract from (4) adjustments for transfers made during the
current Valuation Period.
(6) Subtract from (5) the amount of any Partial Withdrawal Adjustments for
any partial withdrawals made from Covered Funds during the current
Valuation Period.

The Guaranteed Death Benefit Base for Excluded Funds has a corresponding
definition, but with respect to amounts allocated to Excluded Funds.

On the Schedule Date, the Guaranteed Death Benefit Base for Special Funds is set
to equal the Accumulation Value allocated to Special Funds minus any fees or
charges deducted as of such date. On subsequent Valuation Dates, the Guaranteed
Death Benefit Base for Special Funds is calculated as follows:
(1) Start with the Guaranteed Death Benefit Base for Special Funds on the
prior Valuation Date.
(2) Add to (1) any additional premiums allocated to Special Funds during
the current Valuation Period.
(3) Add to or subtract from (3) adjustments for transfers made during the
Valuation Period.
(4) Subtract from (3) the amount of any Partial Withdrawal Adjustments for
any partial withdrawals made from Special Funds during the current
Valuation Period.

Transfers
Transfers from Special Funds to Covered or Excluded Funds will reduce the
Guaranteed Death Benefit Base for Special Funds on a pro-rata basis. The
resulting increase in the Guaranteed Death Benefit Base for Covered or Excluded
Funds will equal the reduction in the Guaranteed Death Benefit Base for Special
Funds.

Transfers from Covered Funds to Special or Excluded Funds will reduce the
Guaranteed Death Benefit Base for Covered Funds on a pro-rata basis. The
resulting increase in the Guaranteed Death Benefit Base for Special or Excluded
Funds will equal the reduction in Guaranteed Death Benefit Base for Covered
Funds.

Transfers from Excluded Funds to Covered or Special Funds will reduce the
Guaranteed Death Benefit Base for Excluded Funds on a pro-rata basis. The
resulting increase in the Guaranteed Death Benefit Base for Covered or Special
Funds will equal the lesser of the reduction in the Guaranteed Death Benefit
Base for Excluded Funds and the net Accumulation Value transferred.

Guaranteed Death Benefit Interest Rate
The Guaranteed Death Benefit Interest Rate is 5%, except that for any Valuation
Period ending after the Certificate Anniversary on which the Owner attains age
90, or after the Maximum Guaranteed Death Benefit has been reached, the
Guaranteed Death Benefit Interest Rate will be 0%.

Maximum Guaranteed Death Benefit
The Maximum Guaranteed Death Benefit is equal to three times premium paid
reduced by the amount of any Partial Withdrawal Adjustments. Any addition due to
spousal continuation will not affect the Maximum Guaranteed Death Benefit or the
Guaranteed Death Benefit Base.

Alternate Guaranteed Death Benefit
The Alternate Guaranteed Death Benefit is equal to the sum of I and II below.
I. The Alternate Guaranteed Death Benefit Base for Covered and Special
Funds
II The Accumulation Value allocated to Excluded Funds.

IU-MP-3014 26

BENEFIT OPTION PACKAGES (continued)
--------------------------------------------------------------------------------

If the Schedule Date is the Certificate Date, the Alternate Guaranteed Death
Benefit Base for Covered and Special Funds is the initial premium allocated to
Covered and Special Funds. If the Schedule Date is other than the Certificate
Date:
(1) If a transfer from Benefit Option Package I has occurred, the
Alternate Guaranteed Death Benefit Base for Covered and Special Funds
as of the new Schedule Date is set to equal the Accumulation Value
allocated to Covered and Special Funds minus any fees or charges
deducted as of such date; and
(2) If a transfer from Benefit Option Package II has occurred, the
Alternate Guaranteed Death Benefit Base for Covered and Special Funds
as of the new Schedule Date is set to equal the Guaranteed Death
Benefit Base for Covered Funds as defined under Benefit Option Package
II as of such date.On subsequent Valuation Dates, the Alternate
Guaranteed Death Benefit Base for Covered and Special Funds is
calculated as follows: (1) Start with the Alternate Guaranteed Death
Benefit Base for Covered and Special Funds from the prior Valuation
Date. (2) Add to (1) any additional premium allocated to Covered and
Special Funds during the current Valuation Period.
(3) Add to (or subtract from)(2) adjustments for transfers made during the
current Valuation Period.
(4) Subtract from (3) any Partial Withdrawal Adjustments for any partial
withdrawals taken from Covered and Special Funds during the current
Valuation Period.
(5) On a Valuation Date that occurs on or prior to the Owner's attained
age 90, which is also a Certificate Anniversary, we set the Alternate
Guaranteed Death Benefit Base for Covered and Special Funds equal to
the greater of (4) or the Accumulation Value in Covered and Special
Funds minus any fees and charges deducted as of such date. On all
other Valuation Dates, the Alternate Guaranteed Death Benefit Base for
Covered and Special Funds is equal to (4).

The Alternate Guaranteed Death Benefit Base for Excluded Funds has a
corresponding definition, but with respect to amounts allocated to Excluded
Funds.

Transfers
Transfers from Special or Covered Funds to Excluded Funds will reduce the
Alternate Guaranteed Death Benefit Base for Covered and Special Funds on a
pro-rata basis. The resulting increase in the Alternate Guaranteed Death Benefit
Base for Excluded Funds will equal the reduction in the Alternate Guaranteed
Death Benefit Base for Covered and Special Funds.

Transfers from Excluded Funds to Covered or Special Funds will reduce the
Alternate Guaranteed Death Benefit Base for Excluded Funds on a pro-rata basis.
The resulting increase in the Alternate Guaranteed Death Benefit Base for
Covered and Special Funds will equal the lesser of the reduction in the
Alternate Guaranteed Death Benefit Base for Excluded Funds and the net
Accumulation Value transferred.

Change of Owner
If there is a change in ownership and the new Owner's Attained Age at the time
of the change is less than 81, the Guaranteed Death Benefit in effect prior to
the change will remain in effect and the provisions for Benefit Option Package
III will continue to apply. If the new Owner's Attained Age at the time of the
change is 81 or greater, if Joint Owners are named, or if the new Owner is not
an individual (except in the case of a trust issued for the benefit of the owner
or annuitant), the provisions of Benefit Option Package I will apply and we will
issue a new Schedule reflecting the Schedule Date and the revised charges, if
any, applicable to Benefit Option Package I.

IU-MP-3014 27

BENEFIT OPTION PACKAGES (continued)
--------------------------------------------------------------------------------

Spousal Continuation upon Death of Owner
If at the Owner's death, the surviving spouse of the deceased Owner is the
Beneficiary and such surviving spouse elects to continue the Certificate as
their own pursuant to Internal Revenue Code Section 72(s) or the equivalent
provisions of U.S. Treasury Department rules for qualified plans, the following
will apply:
(1) If the greatest of (ii), (iv) and (v) in the Death Benefit provision
as of the date we receive due proof of death of the Owner, minus the
Accumulation Value, also as of that date, is greater than zero, we
will add such difference to the Accumulation Value. Such addition will
be allocated to the Divisions of the Separate Account then available
in the same proportion as the Accumulation Value in each available
Division bears to the Accumulation Value in all such Divisions. If
there is no Accumulation Value in any Division then available, the
addition will be allocated to the Specially Designated Division.
(2) The Guaranteed Death Benefit, the Alternate Guaranteed Death Benefit,
the Minimum Death Benefit, and the Maximum Guaranteed Death Benefit
will continue to apply, with all age criteria using the surviving
spouse's age as the determining age.
(3) At subsequent surrender, any surrender charge applicable to premiums
paid prior to the date we receive due proof of death of the Owner will
be waived. Any premiums paid later will be subject to any applicable
surrender charge.

Non Spousal Continuation upon Death of Owner
If, at the Owner's death, the non spouse beneficiary of the deceased Owner
elects to continue the Certificate for the purpose of taking distributions
pursuant to Internal Revenue Code Section 72(s) or the equivalent provisions of
U.S. Treasury Department rules for qualified plans, the following will apply:
(1) If the greatest of (ii), (iv) and (v) in the Death Benefit provision
as of the date we receive due proof of death of the Owner, minus the
Accumulation Value, also as of that date, is greater than zero, we
will add such difference to the Accumulation Value. Such addition will
be allocated to the Divisions of the Separate Account then available
in the same proportion as the Accumulation Value in each available
Division bears to the Accumulation Value in all such Divisions. If
there is no Accumulation Value in any Division then available, the
addition will be allocated to the Specially Designated Division.
(2) Thereafter, the Guaranteed Death Benefit, the Alternate Guaranteed
Death Benefit, the Minimum Death Benefit, and the Maximum Guaranteed
Death Benefit will no longer be available and the amount payable upon
the death of the non spouse beneficiary, if such beneficiary dies
while receiving distributions under the Certificate, will be the
Accumulation Value as of the date we receive due proof of such
beneficiary's death.
(3) No additional premium payments may be made under the Certificate
following the date we receive due proof of death of the Owner.
(4) At subsequent surrender, any applicable Surrender Charges will be
waived

IU-MP-3014 28

CHOOSING AN INCOME PLAN
--------------------------------------------------------------------------------

ANNUITY BENEFITS

If the annuitant and certificate Owner are living on the annuity commencement
date, we will begin making payments to the certificate Owner. We will make these
payments under the annuity option (or options) as chosen initially or as
subsequently selected.

Any portion of the Accumulation Value (minus any applicable premium tax) may be
applied to any Annuity Option by making a written request at least 30 days prior
to the Annuity Commencement Date. When the Annuity Option is elected, such
election must indicate if payments are to be made as a Fixed Annuity, a Variable
Annuity or some combination of Fixed and Variable Annuity. If Variable Annuity
payments are elected, the Assumed Interest Rate (AIR) must also be selected, and
the election must specify the portion of the Accumulation Value (less any
applicable premium tax) to be allocated to the available Divisions. If no
Annuity Option has been elected by the Required Annuity Commencement Date shown
in the Certificate, payments will be made as a Fixed Annuity under Option 2 on a
10-year period certain basis. The amount of the payments will be determined by
applying the Accumulation Value on the Annuity Commencement Date in accordance
with the Annuity Options section below (see Payments We May Defer). After
payments begin, only those payable as Variable Annuity Payments under Option 1
may be commuted to a lump sum and Surrender Charges may apply.

Before we pay any Annuity Benefits, we require the return of the Certificate. If
the Certificate has been lost, we require the applicable lost Certificate form.

Fixed Annuity Payments
If Fixed Annuity payments are chosen, the payment rate for the option chosen,
shown in the tables in the Schedule, reflects the minimum guaranteed interest
rate. Interest rates actually paid may be higher.

Variable Annuity Payments

If Variable Annuity payments are chosen, the initial payment for the option
chosen, shown in each Certificate, reflects the Assumed Interest Rate selected.
Thereafter, the Divisions must earn this rate plus enough to cover any
deductions stated in each Certificate if future Annuity Payments are to remain
level. If earnings exceed this amount, Annuity Payments will increase; if
earnings are less, Annuity Payments will decrease.

Annuity Units
The Number of Annuity Units is based on the amount of the first Variable Annuity
Payment which is equal to:
(1) The portion of the Accumulation Value applied to pay a Variable
Annuity Payment (minus any applicable premium tax); divided by
(2) 1,000; multiplied by
(3) The payment rate in the tables shown in each Certificate for the
option chosen.

Such amount, or portion, of the Variable Annuity Payment will be divided by the
appropriate Annuity Unit Value on the tenth Valuation Date before the due date
of the first payment to determine the number of Annuity Units. Thereafter, the
number of Annuity Units remains unchanged. Each future payment is equal to the
sum of the products of each Annuity Unit Value multiplied by the appropriate
number of Annuity Units. The Annuity Unit Value on the tenth Valuation Date
prior to the due date of the payment is used.

Annuity Unit Value
On any Valuation Date, an Annuity Unit Value is equal to:
(1) The Annuity Unit Value on the on the previous Valuation Day;
multiplied by
(2) The Annuity Net Return Factor(s) for the Valuation Date; multiplied by
(3) A Factor to reflect the AIR.

The Annuity Unit Value and Annuity Payment amount may go up or down due to
investment gain or loss.

IU-MP-3014 29

CHOOSING AN INCOME PLAN (continued)
--------------------------------------------------------------------------------

Net Return Factor
The Net Return Factor(s) is(are) used to compute all Variable Annuity Payments
for any Division in the Variable Separate Account. The Net Return Factor for
each Division is equal to 1.0000 plus the Net Rate of Return.

The Net Rate of Return is equal to:
(1) The value of the shares of the Division at the end of a Valuation
Date; minus
(2) The value of shares of the Division at the start of the Valuation
Date; plus or minus
(3) Taxes (or reserves for taxes) on the Separate Account (if any);
divided by
(4) The value of shares of the Division at the start of the Valuation
Date; minus
(5) The daily Asset Based Administrative Charges and Mortality and Expense
Risk Charges described in each Certificate for each day in the
Valuation Period.

A Net Return Rate may be more or less than 0%.

The value of a share in a Division is equal to the net assets of the Division
divided by the number of shares outstanding.

Annuity Payments shall not be changed due to mortality or expense results.

ANNUITY COMMENCEMENT DATE SELECTION

The Certificate Owner selects the Annuity Commencement Date. Any date may be
selected following the first Certificate Anniversary but before the Required
Date of Annuity Commencement shown in each Certificate. On the Annuity
Commencement Date, the age of the Annuitant plus the number of years payments
are guaranteed must not exceed 100. If a date is not selected, the Annuity
Commencement Date will be in the month following the Required Date of Annuity
Commencement shown in each Certificate. If, on the Annuity Commencement Date
shown in the Certificate, a Surrender Charge remains and the Certificate Owner
elects Annuity Option 1, the Annuity Option must include a period certain of at
least 10 years duration.

FREQUENCY SELECTION

The Certificate Owner may choose the frequency of the Annuity Payments. They may
be monthly, quarterly, semi-annually or annually. If we do not receive written
notice from the Certificate Owner, the payments will be made monthly.

THE INCOME PLAN

While a Certificate is in effect and before the annuity commencement date, the
Certificate Owner may choose one or more annuity options to which death benefit
proceeds may be applied. If, at the time of the certificate Owner's death, no
option has been chosen for paying death benefit proceeds, the beneficiary may
choose an option within one year. An annuity option on surrender of the
Certificate for its cash surrender value may also be elected. For each option we
will issue a separate written agreement putting the option into effect.

Our approval is needed for any Option where:
(1) the person named to receive payment is other than the Certificate
Owner or Beneficiary; or
(2) the person named is not a natural person, such as a corporation; or
(3) any income payment would be less than the minimum annuity income
payment shown in each Certificate.

IU-MP-3014 30

CHOOSING AN INCOME PLAN (continued)
--------------------------------------------------------------------------------

THE ANNUITY OPTIONS

Option 1. Income for a Fixed Period
Payment is made in equal installments for a fixed number of years. The number of
years must be at least 5 and not more than 30.

Option 2. Single Life Income
Payment is made to the person named in equal monthly installments based on one
of the following, as elected by the Certificate Owner:

(a) Payments continue as long as the Annuitant is living and cease at the
Annuitant's death.
(b) Payments continue for a period certain and continue thereafter as long
as the Annuitant is living. The period certain may be between 5 and 30
years as specified by the Certificate Owner.
(c) Payments continue until as long as the Annuitant is living. At the
Annuitant's death, the difference between the sum of the payments made
and the Accumulation Value applied to this option is paid to the
Beneficiary in a lump sum. This "Cash Refund" feature is available
only if the total amount applied to the Option is taken as a Fixed
Annuity payment.

Option 3. Joint Life Income
This Option is available if there are two Annuitants, one of whom is designated
the Primary Annuitant and the other the Secondary Annuitant. Monthly payments
continue as long as at least one of the Annuitants is living based on one of the
following, as elected by the Certificate Owner.
(a) Payments continue as long as either Annuitant is living;
(b) Payments continue for a period certain and continue thereafter as long
as either Annuitant is living. The period certain may be between 5 and
30 years as specified by Certificate Owner;
(c) Payments continue as long as either Annuitant is living. At the death
of both Annuitants, the difference between the sum of the payments
made and the Accumulation Value applied to this option is paid to the
Beneficiary in a lump sum. This "Cash Refund" feature is available
only if the total amount applied to the Option is taken as a Fixed
Annuity payment..

If Fixed Annuity Payments are chosen under Options 1, 2(a), 2(b), 3(a) or 3(b),
the Certificate Owner may also elect to have payments increase annually at 1%,
2% or 3% compounded annually.

Payment may be made under any other method mutually agreed upon by the
Certificate Owner and us.

PAYMENT WHEN NAMED PERSON DIES

When the person named to receive payment dies, we will pay any amounts still due
as provided by the Option agreement. The amounts still due are determined as
follows:
(1) For Option 1, or for any remaining guaranteed payments in Option 2 or
Option 3, payments will be continued.
(2) For Option 2a, no amounts are payable after the Annuitant's death.
(3) For Option 3a, no amounts are payable after the death of both
Annuitants.

IU-MP-3014 31

OTHER IMPORTANT INFORMATION
--------------------------------------------------------------------------------

ENTIRE CONTRACT

This Contract, including any attached Rider, Endorsement, amendment and the
application of the contractholder, constitute the entire Contract between the
contractholder and us. All statements made by the contractholder, any
certificate Owner or any annuitant will be deemed representations and not
warranties.

SENDING NOTICE TO US

Whenever written notice is required, it should be sent to our Customer Service
Center.

REPORTS TO CERTIFICATE OWNER

We will send each Certificate Owner a report at least once during each
Certificate Year. The report will show the Accumulation Value and the Cash
Surrender Value of each Certificate as of the end of each Certificate Processing
Period. The report will also show the allocation of the Accumulation Value as of
such date and the amounts deducted from or added to the Accumulation Value since
the last report. The report will also include any information that may be
currently required by the insurance supervisory official of the appropriate
jurisdictions in which a Certificate is delivered.

We will also send copies of any shareholder reports of the portfolios in which
the Divisions of the Variable Separate Account invest, as well as any other
reports, notices or documents required by law to be furnished to Owners.

ASSIGNMENT

Benefits under a Certificate may be assigned as collateral security for a loan
or other obligation. This does not change the Certificate ownership. The
Certificate Owner's rights and any Beneficiary's rights are subject to the terms
of the assignment. The Beneficiary's rights may be subordinate to those of an
assignee unless the Beneficiary was designated as an irrevocable Beneficiary
prior to the assignment. To make or release an assignment, we must receive
written notice satisfactory to us, at our Customer Service Center. We are not
responsible for the validity of any assignment.

CONTRACT CHANGES - APPLICABLE TAX LAW

We reserve the right to make changes in this Contract or its Riders to the
extent we deem it necessary to continue to qualify this Contract as an annuity.
Any such changes will apply uniformly to all Certificates that are affected. The
Contractholder and Certificate Owner will be given advance written notice of
such changes.

MISSTATEMENT OF AGE OR SEX

If an age or sex has been misstated, the amounts payable or benefits provided
under the Contract will be those that the Premium Payment made would have bought
at the correct age or sex.

NON-PARTICIPATING

Neither this Contract nor its Certificates participate in the divisible surplus
of ING USA Annuity and Life Insurance Company.

PAYMENTS WE MAY DEFER

We may not be able to determine the value of the assets of the Variable Separate
Account Divisions because:
(1) The NYSE is closed for trading;
(2) the SEC determines that a state of emergency exists;
(3) an order or pronouncement of the SEC permits a delay for the
protection of Owners; or
(4) the check used to pay the premium has not cleared through the banking
system. This may take up to 15 days.

IU-MP-3014 32

OTHER IMPORTANT INFORMATION (continued)
--------------------------------------------------------------------------------

During such times, as to amounts allocated to the Divisions of the Variable
Separate Account, we may delay:

(1) determination and payment of the Cash Surrender Value;
(2) determination and payment of any Death Benefit if death occurs before
the Annuity Commencement Date;
(3) allocation changes of the Accumulation Value; or
(4) application of the Accumulation Value under an income plan.

As to the amounts allocated to the General Account and Fixed Account, we may, at
any time, defer payment of the Cash Surrender Value for up to six months after
we receive a request for it. We will allow interest of at least 1.5% a year or
greater if required by state law, on any Cash Surrender Value payment derived
from the General Account or Fixed Account that we defer 30 days or more.

AUTHORITY TO MAKE AGREEMENTS

All agreements made by us must be signed by one of our officers. No other
person, including an insurance agent or broker, has the authority to:

(1) change any of the Contract's terms;
(2) extend the time for Premium Payments; or
(3) make any agreement binding on us.

REQUIRED NOTE ON OUR COMPUTATIONS

We have filed a detailed statement of our computations with the insurance
supervisory officials in the appropriate jurisdictions. The values are not less
than those required by the law of that state or jurisdiction. Any benefit
provided by an attached Optional Benefit Rider will not increase these values
unless otherwise stated in that Rider.

FACILITY OF PAYMENT

If no beneficiary is named, we reserve the right to pay an amount not to exceed
$2,000 to any person we determine to be entitled to such amount by reason of
incurred expenses incident to the last illness or death of a Certificate Owner.

INCONTESTABILITY

The benefits under this Contract will not be contested, except for nonpayment of
premiums, after it has been in effect during the annuitant's lifetime for two
years from the certificate date.

CERTIFICATES

Certificates will be furnished by us.

CONFORMITY WITH LAW

If any provision of this Contract is contrary to any law to which it is subject,
such provision is considered amended to conform to such law.

IU-MP-3014 33

OTHER IMPORTANT INFORMATION (continued)
--------------------------------------------------------------------------------

RECORDS

The Contractholder will furnish us information relative to this Contract as we
may require to administer this Contract. Such records, which in our opinion have
a bearing on this Contract, will be open to us for inspection at all reasonable
times.

CERTIFICATE OWNER'S RIGHT TO EXAMINE THE CERTIFICATE

A Certificate Owner may return a Certificate to us or the agent through whom it
was purchased within 10 days of receipt. If so returned, we will treat the
Certificate as though it were never issued. Upon receipt we will promptly refund
the Accumulation Value plus any charges we have deducted as of the date the
returned Certificate is received by us.

IU-MP-3014

DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY GROUP MASTER CONTRACT
- NO DIVIDENDS
--------------------------------------------------------------------------------

Variable Cash Surrender Values while the Annuitant and Owner are living and
prior to the Annuity Commencement Date. Limitation on Additional Premium Payment
Option. Death Benefit subject to guaranteed minimum. Partial Withdrawal Option.
Non-participating. Investment results reflected in values.

IU-MP-3014

ING USA FLEXIBLE PREMIUM ANNUITY AND LIFE DEFERRED COMBINATION INSURANCE COMPANY VARIABLE AND FIXED ANNUITY GROUP MASTER CONTRACT ING USA is a stock company domiciled in Iowa -----------------------------------------------------...

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