GOLDEN DEFERRED -------- AMERICAN COMBINATION ---------- LIFE INSURANCE VARIABLE AND ------- COMPANY FIXED ANNUITY GROUP MASTER CONTRACT Golden American is a stock company domiciled in Delaware. ----------------------------...

----- GOLDEN DEFERRED
-------- AMERICAN COMBINATION
---------- LIFE INSURANCE VARIABLE AND
------- COMPANY FIXED ANNUITY
GROUP MASTER CONTRACT

Golden American is a stock company domiciled in Delaware.
--------------------------------------------------------------------------------

Offices: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

CONTRACTHOLDER: [Golden Investor Trust, Inc.] GROUP CONTRACT NUMBER: [12345]

ISSUED IN: [Delaware] CONTRACT ISSUE DATE: [January 1, 1996]

In this Contract, we, our and us refer to the Golden American 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 Golden American Life Insurance Company on the Contract Issue
Date.

President: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Secretary: /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. Death benefit subject to guaranteed minimum.
Additional premium payment option. Partial Withdrawal Option. Non-participating.
Investment results reflected in values.

GA-MA-1090

TABLE OF CONTENTS

The contents of this Contract appear in the following order:

SCHEDULE.................................................................4

Premium Payment and Investment Information
General Account
Contract Facts
Charges
Income Plan Factors

IMPORTANT TERMS.........................................................11

INTRODUCTION TO THE CONTRACT............................................13

Eligibility
The Certificate Owner
The Annuitant
The Beneficiary

Change of Certificate Owner or Beneficiary

PREMIUM PAYMENTS AND ALLOCATION CHANGES.................................15

Initial Premium Payment
Additional Premium Payment Option
Reallocation of Accumulation Value

What Happens if a Variable Separate Account Division is Not Available
Restricted Funds
Thresholds
Dollar Cap
Premium Threshold
Allocation Threshold
Thresholds - Effect on Withdrawals
Threshold Processing

HOW WE MEASURE THE ACCUMULATION VALUE...................................18

The Variable Separate Accounts
The General Account
Valuation Period
Accumulation Value

Accumulation Value in Each Division and Fixed Allocation
Fixed Account Guarantee Periods
Market Value Adjustments
Measurement of Investment Experience
Charges Deducted From Accumulation Value for Each Processing Period

THE CERTIFICATE OWNER'S BENEFITS........................................23

Cash Value Benefit
Partial Withdrawal Option

DEATH BENEFIT PROCEEDS..................................................24

Proceeds Payable to the Beneficiary

GA-MA-1090 2

BENEFIT OPTION PACAKGES.................................................25

Election of Benefit Option Packages
Description of Benefit Package I
Description of Benefit Package II
Description of Benefit Package III

CHOOSING AN INCOME PLAN.................................................32

Annuity Benefits
Annuity Commencement Date Selection
Frequency Selection
The Income Plan
The Annuity Options
Payment When Named Person Dies

GENERAL PROVISIONS......................................................35

Entire Contract
Sending Notice to Us
Reports to Certificate Owner
Assignment
Changing the Contract
Contract Changes - Applicable Tax Law
Misstatement of Age or Sex
Non-Participating
Payments We May Defer
Authority to Make Agreements
Computations
Facility of Payment
Incontestability
Certificates
Conformity With Law
Records
Certificate Owner's Right to Examine the Certificate

GA-MA-1090 3

The Schedule
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PREMIUM PAYMENT AND INVESTMENT INFORMATION

Investment
Initial Premium [Minimum $10,000.]
Accumulation Value As shown in each Certificate.

Additional Premium Payment
Minimum payment: $[50]

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 $[0]

THE VARIABLE SEPARATE ACCOUNT

Divisions Investing in Shares of Mutual Funds

Separate Account B is a unit investment trust separate account, organized in and
governed by the laws of the State of Delaware, our state of domicile. Separate
Account B is divided into Divisions. Each Division listed below invests in
shares of the mutual fund portfolio (the "Series") designated. Each portfolio is
a part of The GCG Trust managed by Directed Services, Inc.

SERIES SERIES SERIES
------ ------ ------

[Eagle Value Equity PIMCO Core Bond MFS Research
MFS Total Return Liquid Asset Janus Growth and Income

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolios are a part of the Prudential Series
Fund, Inc. managed by ▇▇▇▇▇▇▇▇ Associates, LLC.

PORTFOLIO PORTFOLIO
--------- ---------
Prudential ▇▇▇▇▇▇▇▇ Prudential ▇▇ ▇▇▇▇▇▇▇▇ International
(Class S) Growth (Class S)

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolios are a part of the PIMCO Trust managed by
Pacific Investment Management Company.

PORTFOLIO
---------
PIMCO VI High Yield Bond

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Aetna Variable Annuity
Funds managed by Aeltus Investment Management, Inc.

PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- ---------

Aetna GET Fund (Class N) Aetna Index Plus Large Cap VP (Class S) Aetna Index Plus Small Cap VP (Class S)
Aetna Value Opportunity VP (Class S) Aetna Index Plus Mid Cap VP (Class S)

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Alliance Variable
Products Series Fund, Inc. managed by Alliance Capital Management, L.P.

PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- ---------

AllianceBernstein Value Alliance Growth and Income (Class B) Alliance Premier Growth
(Class B) (Class B)

GA-MA-1090 4

The Schedule (continued)
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The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the ▇▇▇▇▇▇▇ Series Trust
managed by ▇▇▇▇▇▇▇ Advisors, Inc.Alliance Capital Management, L.P.

PORTFOLIO
---------
▇▇▇▇▇▇▇ Tactical Allocation (Class I)

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Fidelity Variable
Insurance Products Portfolio, managed by Fidelity Management & Research Co.

PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- ---------

Fidelity VIP Growth Fidelity VIP Equity-Income (Class S2) Fidelity VIP II Contrafund (Class S2)
(Class S2)

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Invesco Variable
Investment Funds, Inc. managed by INVESCO.

PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- ---------

INVESCO VI Financial Services INVESCO VI Health Sciences INVESCO VI Utilities

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Janus Aspen Series
managed by Janus Capital Corporation.

PORTFOLIO
---------
Janus Aspen Worldwide Growth (Class S)

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Pilgrim Variable
Products Trust managed by ING Pilgrim Investments, LLC.

PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- ---------

Pilgrim VP Convertible Bond (Class S) Pilgrim VP LargeCap (Class S) Pilgrim VP Worldwide Growth (Class S)
Pilgrim VP Growth and Income (Class S) Pilgrim VP MagnaCap (Class S)

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Pioneer Variable
Products Trust managed by Pioneer Investment Management, Inc.

PORTFOLIO PORTFOLIO
--------- ---------

Pioneer VP Pioneer Fund (Class II) Pioneer VP Small Company (Class II)

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the ▇▇▇▇▇▇ Variable Trust
managed by ▇▇▇▇▇▇ Investment Management Co.

PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- ---------

▇▇▇▇▇▇ ▇▇ Growth and Income ▇▇▇▇▇▇ International Growth & ▇▇▇▇▇▇ ▇▇ Voyager Fund II (ClassB)
(Class B) Income (Class B)

The Division listed below invests in shares of the mutual fund portfolio (the
"Portfolio") designated. The portfolio is a part of the Portfolio Partners, Inc
managed by Massachusetts Financial Services, Inc.

PORTFOLIO
---------
PPI MFS Capital Opportunities]

NOTE: PLEASE REFER TO THE PROSPECTUSES FOR THIS CONTRACT AND THE GCG TRUST FOR
MORE DETAILS.

GA-MA-1090 5

The Schedule (continued)
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GENERAL ACCOUNT

[Guaranteed Interest Division

A Guaranteed Interest Division provides an annual minimum interest rate of
3%. At our sole discretion, we may periodically declare higher interest
rates. 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.

Limitations on 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.

Transfers from a Guaranteed Interest Division

We currently require that an amount allocated to a Guarantee Period not be
transferred until the Maturity Date, except pursuant to our published
rules. We reserve the right not to allow amounts previously transferred
from a Guaranteed Interest Division to the Variable Separate Account
Divisions or to a Fixed Allocation to be transferred back to a Guaranteed
Interest Division for a period of at least six months from the date of
transfer.]

GA-MA-1090 6

The Schedule (continued)
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CONTRACT FACTS

Processing Dates As shown in each Certificate.
Specially Designated Division [Liquid Asset Division.]
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 Payment As shown in each Certificate.
Optional Benefit Riders None.

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. In no event may a Partial
Withdrawal be greater than 90% of the Cash Surrender Value. After a Partial
Withdrawal, the remaining Accumulation Value must be at least $100 to keep
a Certificate in force.

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

Conventional Partial Withdrawals

Any Conventional Partial Withdrawal is subject to a Market Value Adjustment
unless withdrawn from a Fixed Allocation 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. Systematic Partial Withdrawals may be
taken on a monthly, quarterly or annual basis. The maximum withdrawal
amount which may be taken is shown in each Certificate. Systematic Partial
Withdrawals from Fixed Allocations are not subject to a Market Value
Adjustment. We may collect a Surrender Charge for Excess Partial
Withdrawals.

▇▇▇ Partial Withdrawals for Qualified Certificates Only

▇▇▇ Partial Withdrawals may be taken on a monthly, quarterly or annual
basis, as long as the minimum of $100 is met.

GA-MA-1090 7

The Schedule (continued)
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Fixed Account

Minimum Fixed Allocation As shown in each Certificate.
Guaranteed Minimum Interest Rate As shown in each Certificate.

Guarantee Periods: We currently offer Guarantee Periods of [6 months, 1, 3,
5, 7, and 10] years. We reserve the right to offer Guarantee Periods of
durations other than those available on the Contract Issue Date. We also
reserve the right to cease offering a particular Guarantee Period or
Periods.

Index Rate

The Index Rate is the average of the Ask Yields for 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 these 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 of less than 28 days.

CHARGES

Charge Deduction Division [Liquid Asset Division.]

EXPENSE CHARGES

Deduction from Premium Payments None.

Deductions from Accumulation Value

Initial Administrative Charge None.

Administrative Charge $30 per
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 each
Certificate
Processing Period.

Excess Allocation Charge $25 - Covers the cost of allocations in excess of
the twelve free allocation changes allowed per
year. This charge may be imposed at the time each
additional allocation is processed. The charge,
unless the Certificate Owner specifies otherwise,
will be deducted in proportion to the amount being
transferred from each Division and Fixed Allocation.

Surrender Charges As shown in the Certificate.

GA-MA-1090 8

The Schedule (continued)
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Premium Taxes We deduct from the Accumulation Value the amount of
any premium or other state and local taxes levied by
any state or governmental entity when such taxes are
incurred. We reserve the right to change the amount
of the deduction to conform with changes in the law
or if the Certificate Owner changes state of
residence. 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 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.

Deductions from the Divisions

Mortality and Expense Risk Charge As shown in each Certificate.

Asset Based Administrative Charge As shown in each Certificate.

INCOME PLAN FACTORS

These factors are shown in each Certificate.

GA-MA-1090 9

GA-MA-1090 10

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. It
may be either a fixed or a variable amount based on the annuity
option chosen.

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 on the enrollment form or later 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.

GA-MA-1090 11

Important Terms (continued)
--------------------------------------------------------------------------------

CONTRACT ISSUE DATE - The date this Contract is issued at our Customer
Service Center.

CONTRACTHOLDER - The entity to whom this Contract is issued.

CREDIT(S)- An amount added by us to the Accumulation Value, which is a
percent of premium paid. Initial Credits are amounts added as a
result of the first premium paid (or paid within a defined
period). Renewal Credits are amounts added as a result any
subsequent premium payments

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.

FIXED ALLOCATION - An amount allocated to the Fixed Account that is
credited with a Guaranteed Interest Rate for a specified Guarantee
Period.

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

GUARANTEEPERIOD - The period of years a rate of interest is guaranteed to
be credited to a fixed allocation or allocations to a Guaranteed
Interest Division.

GUARANTEED INTEREST DIVISION - An investment option available in the
General Account.

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 Fixed Allocations or allocations to a
Guaranteed Interest Division. The Guaranteed Minimum Interest Rate
is an effective annual rate of 3.0%.

INDEX OF INVESTMENT EXPERIENCE - The index that measures the performance
of a Variable Separate Account Division.

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 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.

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

SCHEDULE DATE - the date shown in the Certificate on which the Benefit
Option Package elected takes effect. On the Certificate Issue
Date, the Schedule Date is the same as the Certificate Date.
Thereafter, if the current Benefit Option Package is replaced with
another available Benefit Option Package, the Schedule Date will
be the effective date of the change.

SPECIALLYDESIGNATED 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 shown in the Certificate Schedule.

GA-MA-1090 12

Introduction to the Contract
--------------------------------------------------------------------------------

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 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. The
Certificate Owner will be the contingent annuitant unless the Certificate
Owner names someone else. The annuitant must be a natural person. 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. 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 Death
Benefit Proceeds 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.

GA-MA-1090 13

Introduction to the Contract (Continued)
--------------------------------------------------------------------------------

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 Beneficiary and Benefit Option Packages.

GA-MA-1090 14

Premium Payments and Allocation Changes
--------------------------------------------------------------------------------

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 certificate Owner and the timing and amount of each
payment, are shown in each Certificate. We reserve the right to defer
acceptance of or to return any additional premium payments.

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 Allocations in accordance with the Certificate
Owner's instructions. If the Certificate Owner does not provide such
instructions, allocation will be among the Divisions and 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.

REALLOCATION OF ACCUMULATION VALUE

The accumulation value may be reallocated among the Divisions, the General
Account and the Fixed Account prior to the Annuity Commencement Date. The
number of free allocation changes each certificate year that we will allow
is shown in each Certificate. 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. Restrictions for reallocation into and
out of the Divisions are shown in each Certificate. Some Divisions may have
restrictions on allocations. An allocation from the Fixed Allocation may be
subject to a Market Value Adjustment. See Market Value Adjustment.

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.

GA-MA-1090 15

Premium Payments and Allocation Changes (continued)
--------------------------------------------------------------------------------

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. Also 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 the Company 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 the Contract'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.

GA-MA-1090 16

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.

GA-MA-1090 17

How We Measure the Accumulation Value
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THE VARIABLE SEPARATE ACCOUNTS

These accounts, which are designated in each Certificate, are kept separate
from our General Account and any other separate accounts we may have. They
are 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 Accounts. Assets equal to the reserves and other liabilities
of the accounts 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 Accounts. Income and realized and unrealized gains or losses from
assets in these separate accounts 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. This Variable Separate Account is treated as
a unit investment trust under Federal securities laws. It is registered
with the SEC under the Investment Company Act of 1940. This Variable
Separate Account is also governed by state laws as designated in each
Certificate. The trusts may offer unregistered series.

Divisions of the Variable Separate Account

A unit investment trust Variable Separate Account includes Divisions, each
investing in a designated investment portfolio. The Divisions and the
investment portfolios in which they invest, if applicable, are specified in
each Certificate. Some of the portfolios designated may be managed by a
separate investment adviser. Such adviser will be registered under the
Investment Advisers Act of 1940 if required.

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 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 purposes 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 may get prior
approval from the insurance department of our state of domicile before
making such a substitution. We will also get any required approval from the
SEC and any other required approvals before making such a substitution.

Subject to any required regulatory approvals, we reserve the right to
transfer assets of the Divisions 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 Certificate Owners, or
other persons who have voting rights as to a Variable Separate
Account; and

(5) Combine a Variable Separate Account with other Variable Separate
Accounts.

GA-MA-1090 18

How We Measure the Accumulation Value (continued)
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THE GENERAL ACCOUNT

The General Account contains all assets of the Company other than those in
the Separate Accounts we establish. The Guaranteed Interest Divisions
available for investment are shown in the Schedule. We may, from time to
time, offer other Divisions where assets are held in the General Account.

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 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 equal to the sum of the amounts
in each Division of the Variable Separate Account and General Account and
allocations to 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 the Fixed Allocations 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 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.

(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 which are allocated
to the Division or Fixed Allocation during the current valuation
period.

(7) We subtract from (6) the amounts allocated to that Division or
Fixed Allocation for:

(a) any charges due for optional benefit riders as shown in each
Certificate;

(b) any deductions from Accumulation Value as shown in each
Certificate.

All amounts in (7) are allocated to each Division or Fixed Allocation as shown
in each Certificate.

GA-MA-1090 19

How We Measure the Accumulation Value (continued)
--------------------------------------------------------------------------------

FIXED ACCOUNT

The Fixed Account is a Separate Account under state law and is not required
to be registered with the Securities and Exchange Commission under the
Investment Company Act of 1940. The Fixed Account includes various Fixed
Allocations which we credit with fixed rates of interest for the Guarantee
Period (or Periods) the Certificate Owner selects. We reset the interest
rates for new Fixed Allocations periodically, based on our sole discretion.

Guarantee Periods

Each Fixed Allocation is guaranteed an interest rate or rates for a period,
a Guarantee Period. The Guaranteed Interest Rates for a fixed allocation
are effective for the entire period. The Maturity Date of a Guarantee
Period will be the last day of a 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 thirty days or less
prior to the Maturity Date.

Upon the expiry 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 a Maturity Date. We
will notify the Certificate Owner at least thirty days prior to a Maturity
Date of 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.

We will declare guaranteed interest rates for the then available Fixed
Allocation Guarantee Periods. These interest rates are based solely on our
expectation as to our future earnings. Declared guaranteed interest rates
are subject to change at any time prior to application to specific fixed
allocations, although in no event will the rates be less than the Minimum
Guaranteed Interest Rate shown in the Certificate.

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.

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

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

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. (The Index Rate is described in each
Certificate.)

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.

GA-MA-1090 20

How We Measure the Accumulation Value (continued)
--------------------------------------------------------------------------------

(4) If the Market Value Adjustment is positive, it will be credited to
the Accumulation Value of a particular Fixed Allocation. If a cash
surrender, or full transfer, or application to an Income Plan has
been requested, the Market Value Adjustment is added to the amount
being withdrawn, transferred or applied to an Income Plan.

MEASUREMENT OF INVESTMENT EXPERIENCE

Index of Investment Experience

The investment experience of a 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.

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. This charge is to cover expense and mortality risks that
we are assuming.

(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 Factor)
The net rate of return for a Division during a valuation period is the
Experience Factor for that valuation period minus one.

Interest Credited to a Guaranteed Interest Division

Accumulation Value allocated to a Guaranteed Interest Division will be
credited with the Guaranteed Interest Rate for the Guarantee Period in
effect on the date the premium or reallocation is applied. Once applied,
such rate will be guaranteed until the Maturity Date of that Guarantee
Period. Interest will be credited daily at a rate to yield the declared
annual Guaranteed Interest Rate. No Guaranteed Interest Rate will be less
than the Minimum Interest Rate shown in the Schedule.

Interest Credited to a Fixed Allocation

A Fixed Allocation will be credited with the Guaranteed Interest Rate for
the Guarantee Period in effect on the date the premium or reallocation is
applied. Once applied, such rate will be guaranteed until that Fixed
Allocation's Maturity Date. Interest will be credited daily at a rate to
yield the declared annual Guaranteed Interest Rate.

We periodically declare Guaranteed Interest Rates for then available
Guarantee Periods. No Guaranteed Interest Rate will be less than the
Minimum Guaranteed Interest Rate shown in each Certificate.

GA-MA-1090 21

How We Measure the Accumulation Value (continued)
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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 the Fixed Allocations or the Guaranteed Interest Divisions,
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.

GA-MA-1090 22

The Certificate Owner's Benefits
--------------------------------------------------------------------------------

While a Certificate is in effect, the Certificate Owner has important
rights and benefits available. We discuss these rights and benefits in this
section.

CASH VALUE BENEFIT

Cash Surrender Value

The cash surrender value before the annuity commencement date, is
determined as follows:

(1) We take a Certificate's accumulation value;

(2) We adjust for any applicable Market Value Adjustment;

(3) We deduct any Surrender Charges; and

(4) We deduct any charges 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 prorata part of any charges for optional benefit riders; and

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.

PARTIAL WITHDRAWAL OPTION

After the certificate Date, the Certificate Owner may make partial
withdrawals. Partial Withdrawals may be subject to a Surrender Charge. The
minimum amount that may be withdrawn is shown in each Certificate. The
maximum amount that may be withdrawn is shown in each Certificate. To take
a partial withdrawal, satisfactory notice must be sent to our Customer
Service Center.

GA-MA-1090 23

Death Benefit Proceeds
--------------------------------------------------------------------------------

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 Certificate Owners the death benefit. We will pay the amount on
receipt of due proof of the certificate 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
Certificate Owner (or all Certificate Owners where there are joint
Certificate Owners) is not an individual, the proceeds 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 a Certificate. In all events, distributions under the
Certificate must be made as required by applicable law.

How to Claim Payments to Beneficiary

We must receive proof of the certificate Owner's (or 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.

GA-MA-1090 24

Benefit Option Packages
--------------------------------------------------------------------------------

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

ELECTION OF BENEFIT OPTION PACKAGES

On any Certificate Anniversary prior to the Certificate Owner's Attained
Age 80, the Certificate Owner may elect to replace the Benefit Option
Package in effect with one of the other Benefit Option Packages 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 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

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

We may add newly available Divisions as Special Funds. We may also
reclassify an existing Division as a Special Fund or remove such
designation 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 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.

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 ($1,500 for Qualified
Plans).

Death Benefit

The Death Benefit is the greatest of (i), (ii) and (iii) below, where:

(i) is the Accumulation Value less any Credits applied within 12 months
prior to or after death;

(ii) is the Guaranteed Death Benefit less any Initial Credits applied
within 12 months prior to or after death;

(iii) is the Cash Surrender Value.

Guaranteed Death Benefit

The Guaranteed Death Benefit for the Certificate is equal to the sum of I
and II below.

I. The Guaranteed Death Benefit Base for non-Special Funds

II. The Accumulation Value allocated to Special Funds

On the Certificate Date, the Guaranteed Death Benefit Base for non-Special
Funds is the initial premium, plus any Initial Credits, allocated to
non-Special Funds. On subsequent Valuation Dates, the Guaranteed Death
Benefit Base for non-Special Funds is calculated as follows:

(1) Start with the Guaranteed Death Benefit Base for non-Special Funds
from the prior Valuation Date.

(2) Add any additional premiums paid and allocated to non-Special Funds
during the current Valuation Period to (1).

(3) Adjust (2) for any transfers to or from Special Funds during the
current Valuation Period.

(4) Subtract from (3) any Prorata Partial Withdrawal Adjustments for any
Partial Withdrawal made from non-Special Funds during the current
Valuation Period.

GA-MA-1090 25

Benefit Option Packages (continued)
--------------------------------------------------------------------------------

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

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

Transfers from non-Special Funds to Special Funds will reduce the
Guaranteed Death Benefit Base for non-Special Funds on a prorata basis. The
resulting increase in the Guaranteed Death Benefit Base for Special Funds
will equal the reduction in Guaranteed Death Benefit Base for non-Special
Funds.

Prorata Partial Withdrawal Adjustments

For any partial withdrawal, the Death Benefit components will be reduced by
Prorata Partial Withdrawal Adjustments. The Prorata Partial Withdrawal
Adjustment to a Death Benefit component for a partial withdrawal 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
amounts in the Special and non-Special 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, 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:

(a) 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 Liquid Asset Division, or its successor.

(b) The Guaranteed Death Benefit will continue to apply, with all age
criteria using the surviving spouse's age as the determining age.

(c) 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.

This addition to Accumulation Value is available only to the spouse of the
Owner as of the date of death of the Owner if such spouse under the
provisions if the Certificate elects to continue the Certificate as their
own.

GA-MA-1090 26

Benefit Option Packages (continued)
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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 $5,000 ($1,500 for Qualified Plans)..

Death Benefit

The Death Benefit is the greatest of (i), (ii), (iii) and (iv) below,
where:

(i) is the Accumulation Value less any Credits applied within 12
months prior to or after death;

(ii) is the Guaranteed Death Benefit less any Initial Credits applied
within 12 months prior to or after death;

(iii) is the Cash Surrender Value; and

(iv) is the Minimum Death Benefit less any Initial Credits applied
within 12 months prior to or after death.

Minimum Death Benefit

The Minimum Death Benefit shall be the sum of the following:

1. The Accumulation Value allocated to Special Funds; and

2. Adjusted Premium for non-Special Funds.

Adjusted Premium for non-Special Funds shall mean all premium, plus any
Initial Credits, allocated to non-Special Funds, plus an adjustment for any
amounts transferred to non-Special Funds, less a prorata adjustment for any
amounts transferred or withdrawn from non-Special Funds. The amount of the
prorata adjustment will equal (a) times (b) divided by (c), where (a) is
the Adjusted Premium for non-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 non-Special Funds before the
transfer or withdrawal. Adjusted Premium for Special Funds has the same
definition, but with respect to amounts allocated to Special Funds.

Transfers from Special Funds increase the Adjusted Premium for non-Special
Funds by the lesser of the reduction of the Adjusted Premium for Special
Funds and net Accumulation Value transferred. Transfers from non-Special
Funds increase the Adjusted Premium for Special Funds by the reduction in
the Adjusted Premium for non-Special Funds.

Guaranteed Death Benefit

The Guaranteed Death Benefit for the Certificate is equal to the sum of I
and II below.

I. The Guaranteed Death Benefit Base for non-Special Funds

II. The Accumulation Value allocated to Special Funds

(1) Start with the Guaranteed Death Benefit Base for non-Special
Funds on the prior Valuation Date.

(2) Add to (1) any additional premium allocated to the non-Special
Funds during the current Valuation Period and adjustments for
transfers from Special Funds during the current Valuation Period
and subtract from (1) any adjustment for transfers to Special
Funds during the current Valuation Period and any Prorata Partial
Withdrawal Adjustments for any Partial Withdrawals taken from
non-Special 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 non-Special Funds equal to
the greater of (2) or the Accumulation Value allocated to
non-Special Funds prior to the application of any credits on such
date. On all other Valuation Dates, the Guaranteed Death Benefit
Base for non-Special Funds is equal to (2).

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

GA-MA-1090 27

Benefit Option Packages (continued)
--------------------------------------------------------------------------------

Prorata Partial Withdrawal Adjustments

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, or if Joint Owners are named,
the provisions of Benefit Option Package I will apply and we will issue a
new Certificate Schedule reflecting the Schedule Date and the revised
charges, if any, applicable to Benefit Option Package I.

Spousal Continuation upon Death of Owner

(a) 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, before
deducting any Initial Credits, 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 than 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 Liquid Asset
Division, or its successor.

(b) The Guaranteed Death Benefit and the Minimum Death Benefit will
continue to apply, using the surviving spouse's age as the
determining age.

(c) 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.

This addition to Accumulation Value is available only to the spouse of the
Owner as of the date of death of the Owner if such spouse under the
provisions of the Certificate elects to continue the Certificate as their
own.

GA-MA-1090 28

Benefit Option Packages (continued)
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DESCRIPTION OF BENEFIT OPTION PACKAGE III

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 $5,000 ($1,500 for Qualified Plans)..

Death Benefit

The Death Benefit is the greatest of (i), (ii), (iii), (iv) and (v) below,
where:

(i) is the Accumulation Value less any Credits applied within 12
months prior to or after death;

(ii) is the lesser of (a) and (b) less any Initial Credits applied
within 12 months prior to or after death where (a) is the
Guaranteed Death Benefit, and (b) is the Maximum Guaranteed Death
Benefit;

(iii) is the Cash Surrender Value;

(iv) is the Minimum Death Benefit less any Initial Credits applied
within 12 months prior to or after death; and

(v) the Alternate Guaranteed Death Benefit less any Initial Credits
applied within 12 months prior to or after death.

Minimum Death Benefit

The Minimum Death Benefit shall be the sum of the following:

1. The Accumulation Value allocated to Special Funds; and

2. Adjusted Premium for non-Special Funds.

Adjusted Premium for non-Special Funds shall mean all premium, plus any
Initial Credits, allocated to non-Special Funds, plus an adjustment for
any amounts transferred to non-Special Funds, less a prorata adjustment
for any amounts transferred or withdrawn from non-Special Funds. The
amount of the prorata adjustment will equal (a) times (b) divided by (c),
where: (a) is the Adjusted Premium for non-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 non-Special
Funds before the transfer or withdrawal. Adjusted Premium for Special
Funds has the same definition, but with respect to amounts allocated to
Special Funds.

Guaranteed Death Benefit

The Guaranteed Death Benefit for the Certificate is equal to the sum of I
and II below.

I. The Guaranteed Death Benefit Base for non-Special Funds

II. The Accumulation Value allocated to Special Funds

On the Certificate Date, the Guaranteed Death Benefit Base for non-Special
Funds is the initial premium plus any Initial Credits, if applicable,
allocated to non-Special Funds. On subsequent Valuation Dates, the
Guaranteed Death Benefit Base for non-Special Funds is calculated as
follows:

(1) Start with the Guaranteed Death Benefit Base for non-Special
Funds on the prior Valuation Date.

(2) On the Valuation Date on or first following a Certificate
Anniversary only, calculate annual interest on the Guaranteed
Death Benefit Base, adjusted for withdrawals and transfers to or
from Special Funds, as of that Anniversary.

(3) Add (1) and (2).

(4) Add to (3) any additional premiums allocated to non-Special Funds
during the current Valuation Period.

(5) Add to (or subtract from) (4) adjustments for transfers from (to)
Special Funds made during the Valuation Period.

(6) Subtract from (5) the amount of any Prorata Partial Withdrawal
Adjustments for any partial withdrawals made from non-Special
Funds during the current Valuation Period.

GA-MA-1090 29

Benefit Option Packages (continued)
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The Guaranteed Death Benefit Base for Special Funds has a corresponding
definition, but with respect to amounts allocated to Special Funds.

Transfers from non-Special Funds to Special Funds will reduce the
Guaranteed Death Benefit Base for non-Special Funds on a prorata basis.
The resulting increase in the Guaranteed Death Benefit Base for Special
Funds will equal the reduction in Guaranteed Death Benefit Base for
non-Special Funds.

Guaranteed Death Benefit Interest Rate

The Guaranteed Death Benefit Interest Rate is 5%, except 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 is 0%.

Maximum Guaranteed Death Benefit

The Maximum Guaranteed Death Benefit is equal to three times premium paid
plus Initial Credits, reduced by the amount of any Partial Withdrawal
Adjustments. The Maximum Guaranteed Death Benefit is allocated
proportionally based on the Certificate's allocation to Special and
non-Special funds. Transfers and withdrawals will affect the allocation of
the Maximum Guaranteed Death Benefit at the same proportion among the
Special and non-Special Funds that they bear to the Accumulation Value
transferred or withdrawn. Any addition due to spousal continuation will
not affect the Maximum Guaranteed Death Benefit or the Guaranteed Death
Benefit Base.

Prorata Partial Withdrawal Adjustments

For any partial withdrawal, the Death Benefit components will be reduced
by Prorata Partial Withdrawal Adjustments

The Prorata Partial Withdrawal Adjustment to a Death Benefit component 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 Special and non-Special Funds.

Alternate Guaranteed Death Benefit

The Alternate Guaranteed Death Benefit for the Certificate is equal to the
sum of I and II below.

I. The Alternate Guaranteed Death Benefit Base for non-Special Funds

II. The Accumulation Value allocated to Special Funds.

On the Certificate Date, the Alternate Guaranteed Death Benefit Base for
non-Special Funds is the initial premium allocated to non-Special Funds
plus any Initial Credits. On subsequent Valuation Dates, the Alternate
Guaranteed Death Benefit Base for non-Special Funds is calculated as
follows:

(1) Start with the Alternate Guaranteed Death Benefit Base for
non-Special Funds from the prior Valuation Date.

(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 Alternate Guaranteed Death Benefit Base for non-Special Funds
equal to the greater of (2) or the Accumulation Value prior to
the application of any credits on such date. On all other
Valuation Dates, the Alternate Guaranteed Death Benefit Base for
non-Special Funds is equal to (2).

GA-MA-1090 30

Benefit Option Packages (continued)
--------------------------------------------------------------------------------

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

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

Transfers from non-Special Funds to Special Funds will reduce the
Alternate Guaranteed Death Benefit Base for non-Special Funds on a prorata
basis. The resulting increase in the Alternate Guaranteed Death Benefit
Base for Special Funds will equal the reduction in Alternate Guaranteed
Death Benefit Base for non-Special Funds.

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, the
Alternate Guaranteed Death Benefit and the Maximum 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, or if
Joint Owners are named, the provisions of Benefit Option Package I will
apply and we will issue a new Certificate 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:

(a) If the greater of (ii), (iv) and (v) in the Death Benefit
provision as of the date we receive due proof of death of the
Owner, before deducting any Initial Credits, 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 the
Separate Account, the addition will be allocated to the Liquid
Asset Division, or its successor.

(b) 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.

(c) 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.

GA-MA-1090 31

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.

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 Certificate, 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 the Certificate, reflects the Assumed Interest Rate
selected. Thereafter, the Divisions must earn this rate plus enough to
cover any deductions stated in the 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 the 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.

GA-MA-1090 32

Choosing an Income Plan (Continued)
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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 the 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 the 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.

ALLOCATION CHANGES

The Certificate Owner has the right to request allocation changes among
Divisions of the Variable Separate Account to any other Division then
available. After the Annuity Commencement Date, allocation changes in
excess of four in any Certificate Year are subject to the Excess Allocation
Charge as stated in the Certificate. After Annuity Payments begin,
allocation changes are not allowed between values providing Fixed Annuity
Payments and Variable Annuity Payments.

ANNUITY COMMENCEMENT DATE SELECTION

The Certificate Owner selects the Annuity Commencement Date. Any date may
be elected following the first certificate anniversary but before the
required date of annuity commencement as 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.

FREQUENCY SELECTION

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

GA-MA-1090 33

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 us living. The period certain may be
between 5 and 30 years as specified by the Certificate Owner.

(c) Payments continue 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 are guaranteed and are made as long as at least one of the
named persons is living, based on one of the following, as elected by the
Certificate Owner:

(a) 75% of the payment to continue as long as either Annuitant is
living;

(b) 66 2/3% of the payment to continue after the first death;

(d) 100% of the payment continues for a period certain of from 5 to
30 years and thereafter as long as either Annuitant is living;

(e) 100% of the payment to continue if the Secondary Annuitant is the
first to die and 50% of the payment to continue if the Primary
Annuitant is the first to die;

(f) 100% of the payment continues 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(d), 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 mutually agreed upon method.

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 under Option
2, payments will be continued.

(2) For Option 3, no amounts are payable after both named persons have
died.

GA-MA-1090 34

General Provisions
--------------------------------------------------------------------------------

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. No such statement will be used in any contest unless it is
contained in the application signed by the contractholder or in a written
instrument signed by the certificate Owner, a copy of which has been
furnished to the certificate Owner, the beneficiary or to the
contractholder.

SENDING NOTICE TO US

Any written notices or requests should be sent to our Customer Service
Center.

REPORTS TO CERTIFICATE OWNER

We will send the Certificate Owner a report, at least once during each
Certificate year, showing the accumulation value and the cash surrender
value of each Certificate as of the end of the 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 other
information that may be currently required by the insurance supervisory
official of the jurisdiction in which the Certificate is delivered.

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

CHANGING THE CONTRACT

This Contract or any additional benefit riders may be changed to another
annuity plan according to our rules at the time of the change.

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 the 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, as described in each Certificate, 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, participates in the divisible
surplus of Golden American Life Insurance Company.

GA-MA-1090 35

General Provisions (continued)
--------------------------------------------------------------------------------

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; or

(3) An order or pronouncement of the SEC permits a delay for the
protection of certificate Owners.

(4) The check used to pay the premium has not cleared through the
banking system. This may take up to 15 days.

During such times, as to amounts allocated to the Variable Separate Account
Divisions, 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 a Guaranteed Interest Division in the General
Account and as to amounts allocated to Fixed Allocations of the 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
3.00% a year or greater if required by state law, on any Cash Surrender Value
payment derived from a Fixed Allocation or Guaranteed Interest Division that we
defer for 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; or

(2) Make any agreement binding on us.

COMPUTATIONS

We have filed a detailed statement of our computations with the insurance
supervisory official in 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.

GA-MA-1090 36

General Provisions (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.

GA-MA-1090 37

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. Death benefit subject to guaranteed
minimum. Additional premium payment option. Partial withdrawal option.
Non-participating. Investment results reflected in values.

GA-MA-1090

GOLDEN DEFERRED -------- AMERICAN COMBINATION ---------- LIFE INSURANCE VARIABLE AND ------- COMPANY FIXED ANNUITY GROUP MASTER CONTRACT Golden American is a stock company domiciled in Delaware. ----------------------------...

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