Exhibit 99.4(a)
STANDARD INSURANCE COMPANY
RETIREMENT PLANS DIVISION
GROUP VARIABLE ANNUITY CONTRACT
ALLOCATED
No.
for
ABC Corporation ___________________ Plan
TABLE OF CONTENTS
Page
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ARTICLE I INTENT AND PURPOSE......................................... 1
ARTICLE II DEFINITIONS............................................... 3
A. Specific Definitions.............................................. 3
B. Interpretations................................................... 5
ARTICLE III DEPOSITS................................................. 6
A. Description of Deposits........................................... 6
B. Application of Deposits........................................... 6
C. Allocation and Crediting of Deposits.............................. 6
D. The Variable Account Subaccounts.................................. 7
E. The Fixed Account................................................. 9
ARTICLE IV BENEFITS, WITHDRAWALS AND TRANSFERS....................... 10
A. Benefit Withdrawals............................................... 10
B. Contractowner Withdrawals......................................... 10
C. Right to Defer a Payment, Transfer or Withdrawal.................. 11
D. Limitation of Liability........................................... 11
E. Transfers......................................................... 12
F. General........................................................... 12
ARTICLE V DEATH BENEFITS............................................. 13
▇. ▇▇▇▇▇▇............................................................ 13
B. Beneficiary....................................................... 13
C. Payment........................................................... 13
ARTICLE VI RIGHT TO PURCHASE ANNUITIES............................... 14
A. Definition........................................................ 14
B. Purchase of Annuities............................................. 14
C. Premium Rates..................................................... 15
▇. ▇▇▇▇▇▇▇ Payments.................................................. 15
E. Supplementary Contracts........................................... 15
F. Calculation of Annuity Payouts.................................... 15
G. General........................................................... 16
ARTICLE VII FEES..................................................... 17
A. Insurance and Financial Service Fee............................... 17
B. Asset Credit...................................................... 17
C. Administrative Charge............................................. 17
D. Withdrawal Charge................................................. 18
E. Transfer Fee...................................................... 19
F. Premium Taxes..................................................... 19
G. Reduction in Charges for Certain Groups........................... 19
ARTICLE VIII TERMINATION OF THIS CONTRACT............................ 20
A. Initiation of Termination......................................... 20
B. Effect of Termination............................................. 20
ARTICLE IX GENERAL CONDITIONS........................................ 22
A. Your Responsibilities............................................. 22
B. Assignment........................................................ 22
C. Non-Waiver........................................................ 22
D. Data Supplied By You.............................................. 22
E. Entire Contract................................................... 23
F. Amendment......................................................... 23
G. Modification...................................................... 23
ARTICLE I
INTENT AND PURPOSE
This Group Annuity Contract is intended to provide you with financial services
designed to receive and accumulate your funds for the prospective purchase of
annuities and payment of benefits according to the terms of your Plan.
This Contract is issued in consideration of the application of the Contractowner
and of the payment of Deposits as provided in this Contract.
This Contract is delivered in the jurisdiction of and is governed by the laws of
(State/ Commonwealth of Contractowner).
Signed for Standard Insurance Company
P. O. Box 711
Portland, OR 97207
_______________________,President _________________________ Secretary
Allocated
Group Deferred Variable Annuity or Variable and Fixed Annuity
Periodic Premium
Nonparticipating
ALL VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE OF
A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.
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CONTRACT SPECIFICATIONS
Contract Number: [Specimen]
Contractowner: [The Trustees of A.B.C. Company Pension Trust]
Effective Date: July 1, 2000
Employer: [A.B.C. Company]
Plan: [A.B.C. Company Pension Plan]
Variable Account: [Separate Account C of Standard Insurance Company]
This is a group annuity Contract. This Contract may be used to fund all or part
of the Plan's obligation to the Participants.
The provisions of the Plan control the operation of the Plan. The provisions of
the Contract control the operation of the Contract.
We are not a party to the Plan. The Plan is mentioned merely for reference
purposes. Except for the obligations provided under this Contract, we have no
liability under the Plan. We are under no obligation under or by reason of
issuance of this Contract either (a) to determine whether any payment,
distribution or transfer under this Contract complies with the provisions, terms
and conditions of the Plan or with applicable law, or (b) to administer the
Plan.
This Contract can be issued in connection with a Plan that meets the
requirements of Sections 401(a), 403(a), 403(b), 414(d) or 457 of the Code or
with a nonqualified deferred compensation arrangement. We may require evidence
of qualification of the Plan, if applicable.
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ARTICLE II
DEFINITIONS
A. Specific Definitions
1. Account Value - Value held under this Contract. The value may be
maintained in either the Fixed Account, the Variable Account or both,
depending on allocations.
2. Accumulation Unit - A unit of measure used to calculate the variable
Account Value during the accumulation period.
3. Annual Date - The Contract Date and the same date of the same month
each year thereafter.
4. Annuitant and Contingent Annuitant - The persons upon whose lives the
Annuity Payouts made after the Annuity Commencement Date will be
based.
5. Annuity Commencement Date -The date on which annuity payments are to
start.
6. Annuity Payout - An amount paid at regular intervals under one of
several options available to the Annuitant and/or any other payee (but
not including Payments from Account). This amount will be paid on a
fixed basis only.
7. Beneficiary - The individual or individuals to whom the death benefit
is paid, if the Annuitant dies before the Annuity Commencement Date.
8. Business Day - Any day that the New York Stock Exchange (NYSE) is open
for trading except the day after Thanksgiving and December 24 or the
first weekday preceding December 24 if December 24 is considered the
Christmas holiday or falls on a weekend. Transactions are processed on
Business Days only.
9. Code - The Internal Revenue Code of 1986, as amended.
10. Company - Standard Insurance Company, also referred to as we, us, and
our.
11. Contract - This Standard Insurance Company Group Annuity Contract
between you, the Contractowner, and us, Standard Insurance Company.
12. Contract Date - The effective date of the Contract indicated on the
signature page of this Contract.
13. Contract Year - Each twelve-consecutive-month period beginning on an
Annual Date.
14. Contractowner - The party or parties named on the signature page of
this Contract or, upon delivery of Written Notice to us at our Home
Office in Portland, Oregon, and subject to Article IX, Section B, such
party's or parties'
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successor in interest by reason of change of name, merger,
consolidation, purchase of stock, or acquisition of substantially all
of the assets of the Contractowner's business.
Contractowner may be referred to as you and your.
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15. Deposits - Amounts paid into the Contract (net of any deduction for
premium taxes).
16. Home Office Our address at: Standard Insurance Company, Retirement
Plans Division, 1100 S.W. 6th Avenue (97204), P. O. Box 711 (97207),
Portland, Oregon. However, the Home Office address for "deposits" in
Article III differs slightly from this one. See Article III for the
address to be used when sending us a Deposit.
17. Investment Option - An option you have chosen to invest your Plan
assets. An Investment Option is operative when you instruct us to
deposit or transfer your assets to it. Each Subaccount of the Variable
Account and each fixed account option, if any, is a separate
Investment Option.
18. Market Value Adjustment (MVA) A charge deducted from the amounts you
withdraw or transfer from a fixed account Investment Option.
19. Participant - A person defined as a participant in the Plan, who has
enrolled under this Contract and on whose behalf Standard maintains an
Account Value.
20. Payments from Account - Periodic payments in an amount specified by a
Participant or Beneficiary continuing until the Account Value is
exhausted or until we are instructed to cease payments.
21. Pending Allocation Account - A money market account used for deposits
received without allocation instructions.
22. Plan - The Plan or arrangement named in the Contract Specifications,
which includes any employer based arrangement whether or not
considered a plan under State or Federal law.
23. Plan Administrator - The Plan sponsor, Plan trustee(s), Plan
fiduciary, or a person or persons specifically designated by you to
have the authority to control and manage the operation and
administration of your Plan. The Standard is not the Plan
Administrator.
24. Portfolio - Any of the underlying portfolios of a mutual fund in which
Deposits allocated to the Variable Account are indirectly invested.
25. Subaccount - That portion of the Variable Account which invests in
shares of a particular mutual fund portfolio. There is a separate
Subaccount that corresponds to each Portfolio.
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26. Valuation Period - The period commencing at the close of trading on
the NYSE on a Business Day and ending at the close of trading on the
NYSE on the next succeeding Business Day.
27. Variable Account - The segregated investment account into which
Standard sets aside and invests the variable assets attributable to
this variable annuity Contract.
28. Written Notice Any notice required by this Contract. Written Notice
required of you shall be delivered to us at our Home Office, unless we
notify you otherwise.
Alternatively, any Written Notice required of us by this Contract
shall be sent to you at your last business address on our records. It
is your responsibility to notify us in writing of any changes in your
business address.
B. Interpretations
This Contract, and all words, terms and phrases used herein, shall be
construed consistently with, and in compliance with, the Code and the
Investment Company Act of 1940, to the extent such laws are applicable.
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ARTICLE III
DEPOSITS
A. Description Of Deposits
Deposits shall be accepted periodically under the terms of this Contract.
Deposits must be in the form of a check or electronic fund transfer in
United States funds, unless we agree otherwise.
B. Application Of Deposits
1. Home Office Address For Deposits Only. All Deposits must be sent to us
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at: Standard Insurance Company, Retirement Plans Division, Unit 92,
P.O. Box 4500, Portland, Oregon 97208-4500.
2. Processing Deposits: New Participants. The initial Deposit for a new
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Participant will be credited to the Participant's Account Value no
later than two (2) Business Days after receipt (at the address just
described), if the Deposit is received in good order (with all
necessary information). If the Deposit cannot be applied as received,
we will notify you and credit the Deposit to the Pending Allocation
Account until we receive all necessary information.
3. Processing Deposits: Existing Participants. Once we have received your
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Deposit at the address just described and have validated your
crediting and allocation instructions, we will apply your Deposits for
existing Participants pursuant to those instructions as of the
Business Day of receipt and validation. Deposits are processed on
Business Days only. If a Deposit cannot be applied as received, we
will credit the Deposit to the Pending Allocation Account until we
receive all necessary information.
4. Pending Allocation Account. Deposits received will be held in a
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Pending Allocation Account until applied, as described in Section C.3.
below.
5. Refund Of Deposit. We shall refund a Deposit if the terms of your Plan
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or applicable state or federal law so require.
6. Limitation On Deposits. In order to preserve the financial integrity
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of this Contract, we reserve the right to return amounts exceeding 5-
million dollars received in any one calendar month.
C. Allocation and Crediting of Deposits
1. Account Value will be maintained by us on behalf of each Participant.
At your request, Account Value will also be maintained by us for your
use under this Contract.
2. Deposits under this Contract must be allocated to the Variable Account
Subaccounts and/or to the Fixed Account of this Contract.
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3. Unallocable Deposits
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(a) If complete allocation instructions for any Deposit have not been
received by us in order for us to perform our duties under this
Contract, we will direct such Deposit to the Pending Allocation
Account.
(b) We will follow up with you monthly for a period of 90 days for
allocation instructions for Account Values in the Pending
Allocation Account.
(c) Within two Business Days for an initial Deposit described in B.2.
above, or otherwise as of the Business Day of receipt of complete
allocation instructions, the Account Value in the Pending
Allocation Account will be transferred to the Subaccounts or the
Fixed Account, as instructed.
(d) If allocation instructions are not received after the 90 day
notice, we will refund the Deposits in the Pending Allocation
Account, together with earnings thereon (unless applicable Code
or ERISA requirements preclude return of the Deposits and/or the
earnings) within 105 days of the date of receipt of the Deposit.
(e) The Pending Allocation Account will only be used for the purpose
mentioned in this Section III.C.3; you or Participants may not
direct a portion of Deposits to this Subaccount. Deposits
directed to the Pending Allocation Account will not be afforded
the same rights as other Deposits under this Contract.
4. If Deposits are stopped, the Account Values will remain in force as
paid-up until termination pursuant to Article VIII. Deposits may
resume at any time until we receive or give notice of termination of
the Contract, the Participant's Annuity Commencement Date, a request
to withdraw the entire Account Value or payment of any death benefit,
whichever comes first.
5. A Participant's Account Value may be allocated to a maximum of _____
Subaccounts, or to a maximum of _____ Subaccounts and the Fixed
Account.
6. At least once during each Contract Year, we will provide a report of
the value of each Account Value, including Account Value maintained on
behalf of each Participant and on behalf of the Contractowner.
D. The Variable Account Subaccounts
1. We reserve the right to eliminate the availability of the shares of
any mutual fund or Portfolio and substitute the securities of a
different investment company if the shares of a mutual fund or
Portfolio are no longer available for investment, or, if in our
judgment, any mutual fund or Portfolio should become inappropriate in
view of the purposes of this Contract. We may add a Subaccount
investing in a new mutual fund or Portfolio. We will give you written
notice of the elimination or substitution of any mutual fund or
Portfolio no later than 15 days after the substitution occurs. Any
such eliminations, substitutions or additions will be subject to
compliance with any applicable regulatory requirements.
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2. The value of a Subaccount on any Business Day is the number of
Accumulation Units in the Subaccount multiplied by the value of an
Accumulation Unit of the Subaccount at the end of the Valuation
Period.
3. (a) Accumulation Units.
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Deposits allocated to the Variable Account are converted into
Accumulation Units. The number of Accumulation Units resulting
from each Deposit is equal to the Deposit divided by the value of
an Accumulation Unit for the Subaccount for the Valuation Period
during which the Deposit is received at our Home Office. The
Accumulation Unit value for each Subaccount was or will be
arbitrarily established at the inception of the Subaccount. It
may increase or decrease from Valuation Period to Valuation
Period. The Accumulation Unit value for a Subaccount for any
later Valuation Period is calculated by multiplying the value of
that unit at the end of the prior valuation period by the
Variable Subaccount's net investment factor for the Valuation
Period. The value of a variable Accumulation Unit can go either
up or down. The number of Accumulation Units credited to the
Account Value will not be changed by any change in the dollar
value of Accumulation Units in any Subaccount.
The net investment factor is used to determine the value of
accumulation and annuity unit values for the end of a Valuation
Period.
(b) Net Investment Factor.
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For any Subaccount of the Variable Account, the net investment
factor for a Valuation Period, before the annuity commencement
date, is (a) divided by (b), minus (c):
Where (a) is:
The net asset value per share held in the Subaccount, as of the
end of the Valuation Period; plus or minus the per share amount
of any dividend or capital gain distributions if the "ex-
dividend" date occurs in the Valuation Period; plus or minus a
per-share charge or credit as we may determine, as of the end of
the Valuation Period, for taxes.
Where (b) is:
The net asset value per share held in the Subaccount as of the
end of the last prior Valuation Period
Where (c) is:
The daily Insurance and Financial Services Fee (see Article VII.
A. below) times the number of calendar days in the current
Valuation Period.
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4. The assets of the Variable Account equal to its reserves and other
liabilities will not be charged with the liabilities arising from any
other part of our business.
5. The Accumulation Unit value may increase or decrease the dollar value
of benefits under the Contract.
E. The Fixed Account
1. The Fixed Account will be a liability against The Standard's general
account.
2. Interest will be credited daily on the Account Value in the Fixed
Account at an effective annual rate of not less than three percent
(3%). The interest rate for Deposits or transfers into the Fixed
Account within a period will be declared in advance of the period.
3. The interest rate for any Deposit or transfer will be guaranteed for
periods of at least one year from the date the amount is credited to
the Fixed Account. However, a guarantee period of less than one year
may be established to conform the guarantee period to a standard
cycle. After each guarantee period, the interest rate guarantee on
such amount may change but will never be less than three percent (3%).
4. A Market Value Adjustment (MVA) will be charged on any Contractowner
Withdrawals. The amount of the MVA will be deducted from the gross
amount to be disbursed.
5. The MVA is defined as the amount of the disbursement times a market
value factor, which is the lesser of 1.00 or the ratio of:
Current Bond Price
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Par Value of that Bond
Current Bond Price equals the price of a bond:
a. issued with a maturity of 5 years;
b. bearing interest at the weighted average of the declared interest
rates in effect as of the termination date; and
c. calculated to yield the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Baa Intermediate Industrial
Average for the week in which the notice of termination or
withdrawal is received. If that Average ceases to be published, we
will select a comparable survey.
6. The amount payable shall never be less than the principal in the Fixed
Account accumulated at the annual interest rate required under
applicable state minimum nonforfeiture laws.
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ARTICLE IV
BENEFITS, WITHDRAWALS AND TRANSFERS
A. Benefit Withdrawals
1. Description. These are withdrawals other than Contractowner
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Withdrawals which are made according to the terms of your Plan and
this Contract for:
(a) Participant-initiated withdrawals, including Payments from
Account, for purposes of financial hardship, termination of
employment, retirement, disability, or death, each as defined by
the Plan.Participant-initiated withdrawals also include the cash-
out of the present value of a Participant's account balance if it
is less than the amount specified in the Plan for payment without
Participant consent.
(b) Participant-directed transfers of his assets among Investment
Options, if applicable;
(c) Loans to Participants, if applicable; and
(d) Annuity purchases; and
(e) Payments pursuant to a Qualified Domestic Relations Order (QDRO).
Benefit Withdrawals are not subject to a Withdrawal Charge, and are
not subject to a Market Value Adjustment.
2. Reasonable Proof Required. We may require reasonable proof that
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Benefit Withdrawals are being made consistent with the terms of the
Plan and this Contract.
3. Valid Instructions Required. We require valid instructions regarding
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the Investment Options from which the Benefit Withdrawals are to be
deducted.
4. Benefit Withdrawals Upon Contract Termination. We reserve the right to
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discontinue Benefit Withdrawals from the date of the termination
notice.
B. Contractowner Withdrawals
1. Description. Contractowner Withdrawals include any withdrawals you
-----------
make that are not defined as Benefit Withdrawals. Contractowner
withdrawals may be subject to a Withdrawal Charge and/or a Market
Value Adjustment.
2. Certain Participant-Initiated Withdrawals And Transfers. Participant-
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initiated withdrawals or transfer requests directly or indirectly
arising out of corporate acts such as spin-offs, divestitures,
corporate relocations, layoffs, retirement incentive programs, partial
or total Plan terminations, or the liberalization of Plan withdrawal
or transfer rules, are all Contractowner Withdrawals. Such payments
are not treated as Benefit Withdrawals.
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3. Valid Instructions Required. Before any Contractowner Withdrawal is
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made, we will need valid instructions from you regarding the
Investment Options from which the Contractowner Withdrawals are to be
deducted.
4. Market Value Adjustment. You may withdraw all or a part of your assets
-----------------------
from the Investment Options. A Market Value Adjustment may apply to
withdrawals from the Fixed Account.
C. Right To Defer A Payment, Transfer, Or Withdrawal
1. Any cash payment generally will be mailed from our Home Office within
7 days after the date of withdrawal, and transfers generally will be
effected as of the date a proper request is received at our Home
Office.
2. We may defer payments and transfers from the Variable Account as
permitted by the Investment Company Act of 1940 and regulations and
interpretations thereunder, as in effect at the time a request for
withdrawal or transfer is received.
3. We reserve the right to defer any payment or transfer from the Fixed
Account for a period not to exceed 6 months after a request is
received.
4. Transfers (and withdrawals) from the Fixed Account may be subject to a
Market Value Adjustment and/or delayed for up to six (6) months.
D. Limitation Of Liability
1. General Liability.
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(a) Limited To Assets In Investment Option(s). Our general liability
-----------------------------------------
to you at any time shall be limited to the sum of the balances
then credited to your applicable Investment Option(s) at that
time,
1. plus any earnings accrued, but not yet credited;
2. less any fees which have accrued, but have not yet been
paid directly to us;
3. minus any Market Value Adjustment, if applicable, under the
terms of the Investment Fund in which you have assets; and
4. minus any applicable Withdrawal Charge.
(b) Limit On Payment. At no time shall we make payments to you under
----------------
this Contract in excess of this limit.
2. Sufficiency Of Funds. We will not be responsible for the lack of
--------------------
sufficient funds under this Contract to provide benefits or otherwise meet any
funding requirements for your Plan under applicable law.
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E. Transfers
1. A transfer of Account Value may be directed from one Subaccount to
another Subaccount or to the Fixed Account. A transfer of Account
Value may be directed from the Fixed Account to one or more
Subaccounts, subject to the limitations described below. A transfer
request shall be by telephone or electronic communication unless we
have agreed to accept a request in writing. Amounts transferred to the
Subaccount(s) will purchase Accumulation Units as described above.
2. There currently is no charge for a transfer. However, we reserve the
right to impose a charge in the future for any transfers. We reserve
the right to restrict or eliminate the transfer privileges at any
time, in any way.
3. A transfer among Subaccounts will result in the purchase of
Accumulation Units in one Subaccount and the redemption of
Accumulation Units in the other Subaccount. Such a transfer will be
effected at Accumulation Unit values calculated at the end of the
Valuation Period during which the transfer request is received in good
order at our Home Office.
4. Transfers after the Annuity Commencement Date are not permitted.
Transfers are permitted, however, after Payments from Account
commence.
5. Transfers (and withdrawals) from the Fixed Account may be subject to a
Market Value Adjustment and/or delayed for up to six (6) months.
F. General
1. All withdrawal requests must be submitted to us in writing or, if you
and we agree, by telephone or electronic communication. A withdrawal
request for a Participant must be authorized by you, unless the Plan
is not subject to ERISA and you and we agree that the withdrawal may
be authorized only by the Participant.
2. Withdrawals will be effected at Accumulation Unit values calculated at
the end of the Business Day during which we receive written request at
our Home Office in good order.
3. Withdrawals will reduce the applicable Account Value by the amount of
the withdrawal, and by the amount of any applicable Withdrawal Charge
and any applicable Market Value Adjustment..
4. We reserve the right to require proof of the event giving rise to any
withdrawal and/or transfer under this Contract.
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ARTICLE V
DEATH BENEFITS
▇. ▇▇▇▇▇▇
1. If a Participant dies prior to the Annuity Commencement Date, upon
receipt of proof of death and required claim forms we will pay the
Beneficiary, if one is living, a death benefit equal to the
Participant's Account Value less any outstanding loan balance.
2. We will calculate the death benefit as of the end of the Valuation
Period during which we have received both proof of death and the
election of a form of benefit.
B. Beneficiary
1. A Participant may designate a Beneficiary during the life of the
Participant. Unless otherwise stated in the Beneficiary designation,
if there is more than one Beneficiary, they are presumed to share
equally.
2. The Participant may change any Beneficiary unless otherwise provided
in the previous designation. A change of Beneficiary will revoke any
previous designation. A change may be made by filing a written
request, in a form acceptable to us, at our Home Office. The change
will become effective upon receipt of the written request by us at our
Home Office.
3. Unless otherwise provided in the Beneficiary designation, if any
Beneficiary dies before the Participant, that Beneficiary's interest
will go to any other Beneficiaries named, according to their
respective interests. If there are no Beneficiaries, the Beneficiary's
interest will pass to a contingent Beneficiary(s), if any. If no
Beneficiary or contingent Beneficiary survives the Participant, the
death benefit will be paid in one lump sum to the Participant's
estate.
C. Payment
1. Proof of death will be a certificate of death, a copy of a certified
decree of a court of competent jurisdiction as to the finding of
death, or any other proof satisfactory to us.
2. All death benefit payments will be subject to the laws and regulations
governing death benefits.
3. The death benefit may be paid in a lump sum or under a settlement
option then available. If a lump sum settlement is elected, the
proceeds from the Variable Account generally will be paid within 7
days of approval by us of the claim. This payment may be postponed as
permitted by the Investment Company Act of 1940, as amended.
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ARTICLE VI
RIGHT TO PURCHASE ANNUITIES
A. Definition
Beginning with the Contract Date and until the date this Contract is
subsequently terminated (pursuant to Article VIII), you shall have the
right to purchase annuities as provided below. "Premium" means the
purchase amount. For purposes of this Article VI, "annuity" does not
include Payments from Account.
To purchase annuities, you may do so by sending us a request for an annuity
form which is (1) acceptable to us; (2) provided for under the terms of
your Plan; and (3) authorized by the Plan Administrator. A description of
those annuities that we typically provide is set forth in Schedule A below.
We may provide other forms required by the Plan or requested by you and
which are acceptable to us.
B. Purchase Of Annuities
1. Necessary Information. In advance of the purchase of an annuity, you
---------------------
must provide us with the following information:
(a) The Participant;
(b) The purchase date;
(c) The form of annuity desired;
(d) The Annuity Commencement Date;
(e) The amount of payment or Premium (if other than the
Participant's Account Value);
(f) The full name of the Annuitant, address, gender, social
security number, and proof of birth date in a form satisfactory
to us (e.g., birth certificate or baptismal record);
(g) If applicable, the full name of the Beneficiary, relationship
to the Annuitant, address, gender, and social security number;
(h) If applicable, the full name of the Contingent Annuitant,
relationship to the Annuitant, address, gender, social security
number, and proof of birth date in a form satisfactory to us
(e.g., birth certificate or baptismal record);
(i) The mode of payment (e.g., monthly, quarterly, or annually)
which produces a payment of at least $100;
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(j) Your valid instructions regarding the Investment Option(s) from
which the Premium is to be deducted.
2. Sufficiency Of Payment
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(a) Insufficient Funds. No annuity will be purchased if your funds or
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the Participant's Account Value under this Contract are
insufficient.
(b) No Responsibility. We shall not be responsible for the lack of
-----------------
sufficient funds held under this Contract to purchase an annuity.
C. Premium Rates
1. Guaranteed Rates. Subject to subsection C.3. below, the annuity
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purchase rates are guaranteed to be at least as favorable as the
amounts shown in the Table of Guaranteed Maximum Rates attached to
this Contract as Schedule A.
2. Current Rates. If, at the time of selection, we offer annuities on a
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more favorable basis than that guaranteed in the Contract, the more
favorable rate shall apply.
3. Modification Of Schedule A. We reserve the right to modify Schedule A
--------------------------
as it applies to the benefits of Participants who enter the Plan after
sixty (60) days Written Notice to you of modification of the purchase
rates.
▇. ▇▇▇▇▇▇▇ Payments
1. Cash-out. At our option, we may choose to pay the Account Value in
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cash if the annuity payout would be less than $100 annually.
2. Correction Of Payments. Once annuity payments have begun and we later
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discover that the age or gender of an Annuitant or Contingent
Annuitant has been misstated, the payment shall be adjusted based on
the correct age and gender from the date payments began. If we
underpaid, we will pay the underpaid amount in full with the next
annuity payment. If we overpaid, we shall deduct the overpayments
from future annuity payments until we are repaid in full.
E. Supplementary Contracts
In any case where we provide an annuity under this Contract, we will issue
a Supplementary Contract to the named Annuitant describing the terms and
conditions of the relationship created between the Annuitant and our
Company, including any guarantees we undertake.
F. Calculation of Annuity Payouts
The amount of Annuity Payouts will depend on the age and sex (except in
cases where unisex rates are required) of the Annuitant as of the Annuity
Commencement Date. A choice may be made to receive payouts once each
month, four times each year, twice
15
each year or once each year. The Account Value used to effect Annuity
Payouts will be calculated as of the Annuity Commencement Date.
After the Annuity Commencement Date, the Annuity Payout option can not be
changed.
We guarantee that the dollar amount of each installment after the first
will not be affected by variations in mortality experience from mortality
assumptions on which the first installment is based.
G. General
If the annuity option chosen results in Annuity Payouts of less than $25
per month, the frequency will be changed so that Annuity Payouts will be at
least $25.
No annuity option may be assigned or attached, except, if applicable, those
benefits assigned or attached by a Qualified Domestic Relations Order under
Section 414(p) of the Code, or pursuant to a Federal Tax Levy under Section
6331 of the Code.
If we receive proof that a person receiving Annuity Payouts under this
Contract is legally or mentally incompetent, the Annuity Payouts may be
made to any person deemed a legal representative by a court of competent
jurisdiction or as otherwise provided by applicable state law.
The Annuitant may name the Beneficiary or Contingent Annuitant for any
purchased annuity option. The Annuitant may change the Beneficiary at any
time without the consent of the previous Beneficiary unless the previous
designation provides otherwise. However, if the Annuitant is married, the
Annuitant's spouse must agree in writing to another person being named
Beneficiary or Contingent Annuitant if required by the Plan or applicable
law. The change is effective when written notice is received by us. The
annuity option or the Contingent Annuitant may not be changed. The
Beneficiary or the Contingent Annuitant does not have the right to name the
Beneficiary.
If the Annuitant dies and there is no named Beneficiary living at the time
of the Annuitant's death, the Annuitant's estate will be paid any remaining
guaranteed Annuity Payouts, under a period certain annuity option, in one
lump sum. If the named Beneficiary is receiving guaranteed Annuity Payouts
and dies, the remaining Annuity Payouts will be paid in one lump sum to the
contingent Beneficiary if living at the time of the Beneficiary's death.
Payment will otherwise be made to the Beneficiary's estate.
We may, at any time, require proof that any payee under this Contract is
living when payout is contingent upon survival of that payee.
16
ARTICLE VII
FEES
A. Insurance and Financial Service Fee
1. Description. The Insurance and Financial Service Fee, described below,
-----------
will be deducted from the Variable Account assets on a daily basis.
2. Amount. The Amount of the Insurance and Financial Service Fee shall be
------
a percentage of the average daily net assets in the Variable Account
attributable to this group Contract and will depend on the underlying
Portfolios to which a Participant allocates his or her Deposits. The
fee will reflect whether and to what extent the fund managers pay for
certain administrative expenses or otherwise provide revenue to The
Standard. The daily fee shall be at the following rates:
Portfolio Annual Fee Rate Daily Fee Rate
American Century Funds ___ ___.___% ___ ___.___%
▇. ▇▇▇▇ Price Funds ___ ___.___% ___ ___.___%
_____________________ ___ ___.___% ___ ___.___%
_____________________ ___ ___.___% ___ ___.___%
_____________________ ___ ___.___% ___ ___.___%
3. Modification and Limit. We reserve the right to change the amount of
----------------------
this fee. However, we must send you Written Notice at least sixty (60)
days before the new fee goes into effect.
B. Asset Credit
Depending on the total amount in your group Contract, The Standard will add
an asset credit to each Participant's account value on a quarterly basis in
proportion to the amount of the Participant's account value in the
Contract, as follows:
--------------------------------------------------------------------------------
Group Annual Asset Quarterly Asset
Contract Assets Credit Rate Credit Rate
--------------------------------------------------------------------------------
Up to $5.0 million None None
--------------------------------------------------------------------------------
$5.0 to $8.0 million 0.20% 0.05%
--------------------------------------------------------------------------------
$8.0 to $12.0 million 0.25% 0.0625%
--------------------------------------------------------------------------------
$12.0 million or more 0.30% 0.0750%
--------------------------------------------------------------------------------
C. Administrative Charge
1. Description. An Administrative Charge will be deducted from each
-----------
Participant Account on the last Business Day of each calendar quarter.
17
2. Amount. The amount of each Participant Account's quarterly
------
Administrative Charge shall be$ ________________________.
3. Modification and Limit. We reserve the right to change the amount of
---------------------
the quarterly Administrative Charge. However, we must send you Written
Notice at least sixty (60) days before the new charge goes into
effect. In any event, we guarantee that this charge will never
exceed$____________________ per Participant Account per quarter for
the first _________Contract Years.
4. Payment of Administrative Charge.
--------------------------------
(a) The quarterly Administrative Charge shall be deducted from each
Participant Account by reducing the number of Accumulation Units
credited to that Account during the accumulation period.
(b) On the last Business Day of each calendar quarter, we will deduct
the Administrative Charge from the Account Value maintained on
behalf of each Participant and on behalf of the Contractowner on
a pro rata basis based on the balances of such Account Values on
such date in the Fixed Account and Variable Account. The full
Administrative Charge will be deducted upon withdrawal of the
entire Account Value.
(c) If you choose to pay the Administrative Charge directly, you must
give us Written Notice of your election. We will bill you at the
end of each calendar quarter for an amount equal to the
Administrative Charge times the number of Participants on whose
behalf Account Values are maintained as of the last day of the
calendar quarter plus the number of Participants that have
withdrawn their entire Account Values within that calendar
quarter. If the Administrative Charge is not paid within 30 days
of receipt of the bill, the amount will be deducted from the
Account Value or from the Annuity Payouts as described herein.
However, if this automatic deduction of Fees occurs twice within
any twenty-four (24) month period, we may begin deducting fees
from the assets in your Investment Options.
D. Withdrawal Charge
1. Description. All amounts withdrawn from the Account Value shall be
-----------
subject to a Withdrawal Charge, except as described in Article IV. A.
above.
2. Amount. The Withdrawal Charge shall be a percentage of the amount
------
withdrawn, based on the Contract Year, according to the following
table:
18
Contract Year Withdrawal Charge Percentage
------------- ----------------------------
1 3.0%
2 2.0%
3 1.0%
4 1.0%
5 0.0%
3. Exceptions. The Withdrawal Charge shall be waived for Benefit
----------
Withdrawals made under the circumstances described in Article IV.a.
above.
E. Transfer Fee
We do not charge for transfers.
F. Premium Taxes
We may deduct the amount of any applicable premium taxes from Deposits or
Account value when the tax is incurred or at a later date we choose.
G. Reduction in Charges for Certain Groups
We may reduce or waive the Insurance and Financial Services Fees,
Administration Charge and Withdrawal Charges and/or vary the amount of the
Asset Credit on Contracts that have been sold:
1. when sales of the Contract may result in savings of sales or
administrative expenses;
2. where purchase payments are paid through an approved group payment
method; and
3. where the size and type of the group or level of Deposits may result
in savings of administrative or insurance expenses.
We will not reduce or eliminate the Insurance and Financial Services Fee,
quarterly administrative fee, or withdrawal charges where such reduction or
elimination will unfairly discriminate against any person.
19
ARTICLE VIII
TERMINATION OF THIS CONTRACT
A. Initiation Of Termination
1. Initiated By You.
----------------
(a) Terminate At Any Time. You may terminate this Contract at any
---------------------
time when you deliver Written Notice to us.
(b) Specify Effective Date. The Written Notice must specify a date on
----------------------
which termination shall be effective. However, the date chosen
for termination can not be earlier than thirty (30) days after we
receive your Written Notice at our Home Office, unless we agree
otherwise.
2. Initiated By Us.
---------------
(a) Reasons For Termination. We may terminate this Contract at any
-----------------------
time after we send you Written Notice. We may terminate the
Contract for reasonable cause, which may include but is not
limited to any of the following circumstances:
1. if we believe you are not abiding by state and federal law
in connection with this Contract or the Plan;
2. if you have not rendered the performance necessary to comply
with the terms of this Contract;
3. if the balance in all of your Investment Options has fallen
below $25,000;
4. if the Internal Revenue Service disqualifies your Plan; or
5. if your Plan has not been adopted within a reasonable period
of time.
(b) Effective Date Of Termination. Our Written Notice of termination
-----------------------------
to you shall specify an effective date. The date chosen shall be
no sooner than thirty (30) days after the date you receive
Written Notice. We will allow you a reasonable period to remedy
the reason for termination.
B. Effect of Termination
1. Deposits. On the effective date this Contract is to terminate, we will
--------
no longer accept Deposits as described in Article III.
20
2. Earnings. We shall adjust your Investment Options for earnings, gains,
--------
and losses according to the terms of the appropriate Investment
Options and continue to make such adjustments for as long as those
assets remain in our Investment Options.
3. Fees.
----
(a) Continuation Of Fees. We shall continue to charge Fees
--------------------
periodically according to the terms of Article VII until the
balance in your Investment Options is reduced to zero. We will
bill you for any remaining Fees.
(b) Pro-rating Fees. If the final disposition of funds occurs on a
---------------
date other than at the end of a calendar quarter, periodic Fees
shall be prorated for the portion of the calendar quarter that
has expired.
(c) Deduction Of Fees. If all accrued Fees are not paid on or before
-----------------
the date of the final disposition of funds, we shall deduct any
outstanding balance from your assets.
4. Disposition Of Funds. You shall direct us pursuant to a Written Notice
--------------------
how to dispose of your funds in either (a) a single payment, (b)
installment payments, or (c) a distribution of the benefits as
provided below. Absent your direction, the funds may be paid in a
single payment.
(a) Single Payments. Assets may be paid in a single payment subject
---------------
to the terms set forth in each of your Investment Options;
(b) Installment Payments. Funds may be distributed in installments;
--------------------
(c) Distribution Of Benefits. The disposition of funds by
------------------------
distribution of annuities or benefits shall be as agreed between
you and Standard.
(d) Any disposition of funds may be subject to a Market Value
Adjustment and a Withdrawal Charge.
5. Certification. Prior to distribution, we may require a Written Notice
-------------
from you or the Plan Administrator certifying that the withdrawals you
make will continue to be applied for the exclusive benefit of
Participants and their beneficiaries under the terms of your Plan.
6. Documentation. If you withdraw funds for payment to another party or
-------------
institution (other than yourself), we may require reasonably necessary
documentation prior to such withdrawals.
7. Refusal To Transfer. Notwithstanding any other provision of this
-------------------
Contract, we may refuse to transfer funds if, in our opinion, based on
all the facts and circumstances known to us at the time, the transfer
may subject us to liability under applicable state or federal law.
21
ARTICLE IX
GENERAL CONDITIONS
A. Your Responsibilities
1. Authority To Control And Manage. You (or person(s) you nominate) are
-------------------------------
the Plan Administrator who has the authority to control and manage the
operation and administration of the Plan and Plan assets. We do not
assume this responsibility.
2. Retain Legal And Accounting Advice. You must obtain your own legal and
----------------------------------
accounting advice concerning your Plan.
3. Meeting Legal Deadlines. You are responsible for meeting all filing
-----------------------
deadlines with the IRS and the Department of Labor. This also includes
securing and maintaining the qualified status of your Plan, if
applicable. We are not responsible for payment of any damages, fines,
or penalties for the acts or omissions of the Plan Administrator.
B. Assignment
1. Assignment, Pledge, Or Transfer. You can assign, pledge, or transfer
-------------------------------
ownership of this Contract, but only if we have given you prior
consent pursuant to a Written Notice and only if the assignment,
pledge, or transfer complies with applicable state and federal law.
2. Commutation, Anticipation, or Encumbrance. Any payments or benefits
----------------------------------------
provided for by this Contract shall not be subject to commutation,
anticipation, encumbrance, or alienation by any person, individual, or
institution entitled to such payments or benefits unless it complies
with applicable state and federal law and we have given you consent
pursuant to a Written Notice prior to that transaction.
3. Seizure By Operation Of Law. Furthermore, no payment or benefit
---------------------------
provided for by this Contract shall be seized, taken, appropriated, or
applied by any legal or equitable process or operation of law to pay
any debt or liability of any person entitled to such payments or
benefits, except to the extent provided by applicable law and only if
we have consented in a prior Written Notice.
C. Non-Waiver
Our failure to enforce any provision of this Contract at any time shall not
affect our right, by doctrine of waiver, estoppel, or otherwise, to enforce
that provision or any other provision at any other time.
D. Data Supplied By You
You shall furnish any information that we may reasonably require in order
to administer this Contract. We will be permitted to rely conclusively
upon any statement by you or
22
information you provide. All statements that you make will, in the absence
of fraud, be deemed representations and not warranties.
E. Entire Contract
This Group Annuity Contract, the attached Schedules and Riders, and the
Contract Application, constitute the entire Contract between you, the
Contractowner, and our Company. We are responsible for performing only
those duties, obligations, and responsibilities specifically described in
this Contract.
F. Amendment
1. Description. You and our Company may amend this Contract by mutual
-----------
agreement. Such an Amendment must be signed by your authorized
representative and our President or one of our Vice Presidents.
This Contract may be amended without the consent of any employee,
Participant, or beneficiary of the Plan.
2. Authority To Sign. No other person has the authority to sign a
-----------------
Contract, amend this Contract, or waive any provision of this Contract
on our behalf.
G. Modification
1. Modifications To Comply With Applicable Law. We may unilaterally
-------------------------------------------
modify any provision of this Contract without your consent in order to
comply with applicable laws or regulations. However, we shall give you
Written Notice of any such compliance changes.
2. Modifications We Propose. We may propose other modifications to the
------------------------
Contract which will be effective no sooner than sixty (60) days after
we have given you Written Notice. You may reject our proposed
modification by giving us Written Notice before it becomes effective.
23
SCHEDULE A
GUARANTEED MAXIMUM RATE TO PURCHASE $1.00 OF MONTHLY
RETIREMENT BENEFIT
Rates determined as if both the Primary Annuitant and Spouse were Age 65. *
Form of Payment*
---------------
2000 2001 2002 2003
---- ---- ---- ----
Life Annuity $186.91 $187.18 $187.45 $187.72
60 Months Certain
and Life Annuity $188.13 $188.39 $188.66 $188.92
120 Months Certain
and Life Annuity $192.06 $192.31 $192.55 $192.79
180 Months Certain
and Life Annuity $199.02 $199.22 $199.43 $199.63
Joint and Survivor
Annuity with 100%
to Surviving Spouse $213.53 $213.89 $214.24 $214.59
Joint and Survivor
Annuity with 66
2/3% $201.51 $201.88 $202.26 $202.63
to Surviving Spouse
Guaranteed Maximum Rates are based on the 1994 Group Annuity Mortality Table
with projection factors and an interest rate of 3%. Single life rates use 100%
female mortality. Joint life factors are blended 50% male and 50% female with a
pivot age of 65. Joint mortality improvement factors are an arithmetic average
of 50% male and 50% female. Rates for subsequent years will be provided on
request.
These rates are guaranteed for the duration of this Contract for the benefits of
current Plan Participants. We reserve the right to change the Guaranteed Maximum
Rates for the benefits of Participants who enter the Plan after we give sixty
(60) days Written Notice of the change.
Description of the Annuities:
----------------------------
(1) Life Annuity - Monthly income payable for the life of the annuitant only,
------------
with no payments after the annuitant's death.
(2) Certain and Life Annuity - Monthly income payable for the life of the
------------------------
annuitant with the provision that if the annuitant should die after
commencement of payments, but before the end of a certain period of 60,
120, or 180 months, as elected, payments will be continued for the
remainder of certain period to a designated beneficiary; PROVIDED, however,
that the certain period election shall not extend beyond any applicable
limit imposed by law.
(3) Joint and Survivor Annuity - Monthly income payable for the life of the
--------------------------
annuitant, and thereafter for the life of a designated contingent
annuitant. Monthly payments to the contingent annuitant may be: the same
amount as, one-half of, or two-thirds of the monthly payments to the
annuitant, as you specify.
* We will determine rates for other ages or forms of payment on the same
actuarial basis as those rates shown above.