Annuitant Owner [THOMAS J. DOE] [JOHN Q. DOE] --------------------------------- ----------------------------------------------- Initial Premium Annuity Option Annuity Commencement Date [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] --...

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

ING USA is a stock company domiciled in Iowa
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Annuitant Owner
[XXXXXX X. XXX] [XXXX X. XXX]
--------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026]
--------------------------------------------------------------------------------
Separate Account(s) Contract Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
--------------------------------------------------------------------------------

This is a legal Contract between its Owner and Us. In this Contract you or your
refers to the Owner shown above. We, our or us refers to ING USA Annuity and
Life Insurance Company.

If this Contract is in force, we will make income payments to you starting on
the Annuity Commencement Date. If you die prior to the Annuity Commencement
Date, we will pay a death benefit to the Beneficiary. The amount of such benefit
is subject to the terms of this Contract.

ALL PAYMENTS AND VALUES, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE VARIABLE
SEPARATE ACCOUNT, MAY INCREASE OR DECREASE IN DOLLAR AMOUNT, DEPENDING ON THE
CONTRACT'S INVESTMENT RESULTS. ALL PAYMENTS AND VALUES BASED ON THE FIXED
ACCOUNT MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT, THE OPERATION OF WHICH MAY
CAUSE SUCH PAYMENTS AND VALUES TO INCREASE OR DECREASE. PROVISIONS REGARDING THE
VARIABLE NATURE OF THIS CONTRACT ARE FOUND ON PAGE 11.

RIGHT TO EXAMINE THIS CONTRACT: YOU MAY RETURN THIS CONTRACT TO US OR THE AGENT
THROUGH WHOM YOU PURCHASED IT WITHIN 10 DAYS AFTER YOU RECEIVE IT. IF SO
RETURNED, WE WILL TREAT THE CONTRACT AS THOUGH IT WERE NEVER ISSUED. UPON
RECEIPT WE WILL PROMPTLY REFUND THE ACCUMULATION VALUE, ADJUSTED FOR ANY MARKET
VALUE ADJUSTMENT, PLUS ANY CHARGES WE HAVE DEDUCTED AS OF THE DATE THE RETURNED
CONTRACT IS RECEIVED BY US.

Customer Service Center Secretary:
[P.O. Box 9271 /s/Xxxxx Xxxxxxx Xxxxxxx
Xxx Xxxxxx, XX 00000-0000
President:
/s/Xxxxx Xxxxxx
1-800-366-0066]
--------------------------------------------------------------------------------
FLEXIBLE PREMIUM DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT
- NO DIVIDENDS

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

IU-IA-3014

CONTRACT CONTENTS
--------------------------------------------------------------------------------

THE SCHEDULE YOUR CONTRACT BENEFITS......................16
Payment and Investment Information................... 3A Partial Withdrawal Option
Contract Facts....................................... 3B Surrender Charge
Charges and Fees..................................... 3C Waiver of Surrender Charge
Income Plan Factors.................................. 3D Cash Surrender Value
Proceeds Payable to the Beneficiary

IMPORTANT TERMS...................................... 4
BENEFIT OPTION PACKAGES.....................19
INTRODUCTION TO THIS CONTRACT............................... 6 Election of Benefit Option Packages
The Contract Description of Benefit Option Package I
The Owner Description of Benefit Option Package II
The Annuitant Description of Benefit Option Package III
The Beneficiary
Change of Owner or Beneficiary CHOOSING AN INCOME PLAN.....................28
Annuity Benefits
PREMIUM PAYMENTS AND ALLOCATION CHANGES....................... 8 Annuity Commencement Date Selection
Initial Premium Payment Frequency Selection
Additional Premium Payments The Income Plan
Your Right to Change Allocation of The Annuity Options
Accumulation Value Payment When Named Person Dies
What Happens if a Variable Separate Account
Division is Not Available
Restricted Funds OTHER IMPORTANT INFORMATION................31
Thresholds Sending Notice to Us
Dollar Cap Reports to Owner
Premium Threshold Assignment - Using this Contract as
Allocation Threshold Collateral Security
Thresholds - Effect on Withdrawals Contract Changes - Applicable Tax Law
Threshold Processing Misstatement of Age or Sex
Non-Participating
HOW WE MEASURE THE CONTRACT'S Contestability
ACCUMULATION VALUE........................................ 11 Payments We May Defer
The General Account Authority to Make Agreements
The Variable Separate Accounts Required Note on Our Computations
Measurement of Investment Experience
Fixed Account
Valuation Period
Accumulation Value
Accumulation Value in each Division and
Fixed Allocation

Charges Deducted from Accumulation Value on each Contract Processing Date

Copies of any additional Riders and Endorsements are at the back of this
Contract.

THE SCHEDULE

The Schedule gives specific facts about this Contract and its coverage. Please
refer to the Schedule while reading this Contract.

IU-IA-3014 2

THE SCHEDULE
PAYMENT AND INVESTMENT INFORMATION
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annuitant Owner
[XXXXXX X. XXX] [XXXX X. XXX]
--------------------------------------------------------------------------------
Annuitant's Issue Age Annuitant's Sex Owner's Issue Age
[55] [MALE] [35]
--------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026]
--------------------------------------------------------------------------------
Contract Date Issue Date Residence Status
[JANUARY 1, 1996] [JANUARY 1, 1996] [DELAWARE]
--------------------------------------------------------------------------------
Schedule Date Benefit Option Package
[JANUARY 1, 1996] [II]
--------------------------------------------------------------------------------
Separate Account(s) Contract Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
--------------------------------------------------------------------------------

INITIAL INVESTMENT

Initial Premium Payment Received [$10,000]

Your initial Accumulation Value has been invested as follows:

Percentage of
Divisions Accumulation Value
--------- ------------------
[Liquid Asset Division [50%
Fixed Allocation 1 Year] 50%]

----------------------------------------- ---------------------------------
Total 100%

IU-IA-3014 3A1

THE SCHEDULE
PAYMENT AND INVESTMENT INFORMATION (continued)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annuitant Owner
[XXXXXX X. XXX] [XXXX X. XXX]
--------------------------------------------------------------------------------
Annuitant's Issue Age Annuitant's Sex Owner's Issue Age
[55] [MALE] [35]
--------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026]
--------------------------------------------------------------------------------
Contract Date Issue Date Residence Status
[JANUARY 1, 1996] [JANUARY 1, 1996] [DELAWARE]
--------------------------------------------------------------------------------
Schedule Date Benefit Option Package
[JANUARY 1, 1996] [II]
--------------------------------------------------------------------------------
Separate Account(s) Contract Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
--------------------------------------------------------------------------------

ADDITIONAL PREMIUM PAYMENT INFORMATION

We will accept additional Premium Payments until the earlier of: (a) 10 years
following the Contract Date; or (b) either you or the Annuitant reaches the
Attained Age of 86.

If this Contract is issued as an XXX, no contributions may be made for the
taxable year in which you attain age 70 1/2 and thereafter (except for rollover
contributions).

The minimum additional payment which may be made is $50.00. Any additional
payment which would cause the Contract's Accumulation Value to exceed $1,000,000
requires our prior approval.

GUARANTEED MINIMUM INTEREST RATE

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

ALLOCATION CHANGES BY TELEPHONE

You may request allocation changes by telephone during our telephone request
business hours. You may call our Customer Service Center at 1-800-366-0066 to
make allocation changes by using the personal identification number you will
receive. You may also mail any notice or request for allocation changes to our
Customer Service Center at the address shown on the cover page.

IU-IA-3014 3A2

THE SCHEDULE
CONTRACT FACTS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annuitant Owner
[XXXXXX X. XXX] [XXXX X. XXX]
--------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026]
--------------------------------------------------------------------------------
Separate Account(s) Contract Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
--------------------------------------------------------------------------------

CONTRACT FACTS

Contract Processing Date
The Contract Processing Date for your Contract is [April 1] of each year.

Specially Designated Division
When a distribution is made from an investment portfolio underlying a Separate
Account Division in which reinvestment is not available, we will allocate the
amount of the distribution to the [Liquid Asset Division], or its successor,
unless you specify otherwise.

Benefit Option Package
Benefit Option Package [II] was selected.

OPTIONAL BENEFIT RIDERS

[None]

SPECIAL FUNDS

[GCG Core Bond Series, GCG Liquid Asset Portfolio, Fixed Account]

EXCLUDED FUNDS

[None]

RESTRICTED FUNDS

[None]

RESTRICTED FUND LIMITS

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

IU-IA-3014 3B

THE SCHEDULE
CHARGES AND FEES
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annuitant Owner
[XXXXXX X. XXX] [XXXX X. XXX]
--------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026]
--------------------------------------------------------------------------------
Separate Account(s) Contract Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
--------------------------------------------------------------------------------

DEDUCTIONS FROM PREMIUMS

None

DEDUCTIONS FROM ACCUMULATION VALUE

Initial Administrative Charge
None

Administrative Charge
We charge a maximum of $30 to cover a portion of our ongoing administrative
expenses for each Contract Processing Period. The charge is incurred at the
beginning of the Contract Processing Period and deducted on the Contract
Processing Date at the end of the period. At the time of deduction, this charge
will be waived if: (1) The Accumulation Value is at least $50,000; or (2) The
sum of premiums paid to date is at least $50,000

Excess Allocation Charge
[$25.] Any charge will be deducted in proportion to the amount being transferred
from each Division or Fixed Allocation.

Premium Taxes
We deduct the amount of any premium or other state and local taxes levied by any
state or governmental entity when such taxes are incurred. We reserve the right
to defer collection of premium taxes until the Contract is surrendered or until
application of the Contract's Accumulation Value to an Income Plan. An Excess
Partial Withdrawal will result in the deduction of any premium tax then due us
on such amount. We reserve the right to change the amount we charge for premium
taxes on future Premium Payments to conform with changes in the law or if you
change your state of residence.

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

Surrender Charge

Complete Years Elapsed
Since Premium Payment 0 1 2 3 4 5+
--------------------------------------------------------------------------
Surrender Charges 7% 7% 7% 6% 5% 0%

IU-IA-3014 3C1

THE SCHEDULE
CHARGES AND FEES (continued)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annuitant Owner
[XXXXXX X. XXX] [XXXX X. XXX]
--------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026]
--------------------------------------------------------------------------------
Separate Account(s) Contract Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
--------------------------------------------------------------------------------

Deductions from the Divisions
Mortality and Expense Risk Charge - We deduct a charge from the assets in each
Variable Separate Account Division on a daily basis for mortality and expense
risks. The charge is not deducted from the Fixed Account or General Account
values. Prior to the Annuity Commencement Date, the Mortality and Expense Risk
Charge varies by Benefit Option Package selected by you, as follows:

--------------------- ------------------------- -------------------------------
Benefit Option The Maximum Daily Equivalent to an Annual Maximum
Package Selected: Charge Is: Rate of:
--------------------- ------------------------- -------------------------------
--------------------- ------------------------- -------------------------------
I [0.003446%] [1.25%]
--------------------- ------------------------- -------------------------------
--------------------- ------------------------- -------------------------------
II [0.004002%] [1.45%]
--------------------- ------------------------- -------------------------------
--------------------- ------------------------- -------------------------------
III [0.004419%] [1.60%]
--------------------- ------------------------- -------------------------------

After the Annuity Commencement Date, the maximum daily Mortality and Expense
Risk Charge will be [.003863%] (equivalent to an annual maximum rate of
[1.40%]), regardless of Benefit Option Package.

Asset Based Administrative Charge - We deduct a charge of not more than
[0.000411]% of the assets in each Variable Separate Account Division on a daily
basis (equivalent to an annual maximum rate of [0.15]%) to compensate us for a
portion of our ongoing administrative expenses. This charge is not deducted from
the Fixed Account or General Account values.

CHARGE DEDUCTION DIVISION

If elected by you, all charges against the Accumulation Value in this Contract
will be deducted from the [Liquid Asset Division], or its successor.

IU-IA-3014 3C2

THE SCHEDULE
INCOME PLAN FACTORS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annuitant Owner
[XXXXXX X. XXX] [XXXX X. XXX]
--------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026]
--------------------------------------------------------------------------------
Separate Account(s) Contract Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
--------------------------------------------------------------------------------

Values for other payment periods, ages or joint life combinations are available
on request. Monthly payments are shown for each $1,000 applied based on the
Annuity 2000 Mortality Table.

OPTION 1: INCOME FOR A FIXED PERIOD

--------------------------------------------------------------------------------
Rates for Fixed Annuity Payments with a 1.5% Guaranteed Interest Rate

--------------------------------------------------------------------------------
Years Income Years Income Years Income
5 17.31 14 6.60 23 4.28
6 14.53 15 6.20 24 4.13
7 12.54 16 5.86 25 3.99
8 11.06 17 5.55 26 3.87
9 9.90 18 5.28 27 3.75
10 8.97 19 5.04 28 3.64
11 8.22 20 4.82 29 3.54
12 7.59 21 4.62 30 3.45
13 7.05 22 4.44

--------------------------------------------------------------------------------
Rates for Variable Annuity Payments with a 3.5% Assumed Interest Rate (AIR)

--------------------------------------------------------------------------------
Years Income Years Income Years Income
5 18.17 14 7.51 23 5.25
6 15.39 15 7.12 24 5.11
7 13.41 16 6.78 25 4.98
8 11.93 17 6.48 26 4.86
9 10.78 18 6.22 27 4.75
10 9.86 19 5.98 28 4.64
11 9.11 20 5.77 29 4.55
12 8.49 21 5.58 30 4.46
13 7.96 22 5.41

--------------------------------------------------------------------------------
Rates for Variable Annuity Payments with a 5% Assumed Interest Rate (AIR)

--------------------------------------------------------------------------------
Years Income Years Income Years Income
5 18.82 14 8.23 23 6.04
6 16.05 15 7.85 24 5.91
7 14.08 16 7.52 25 5.78
8 12.61 17 7.23 26 5.67
9 11.46 18 6.97 27 5.56
10 10.55 19 6.74 28 5.47
11 9.81 20 6.54 29 5.38
12 9.19 21 6.36 30 5.30
13 8.67 22 6.19

IU-IA-3014 3D1

THE SCHEDULE
INCOME PLAN FACTORS (continued)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Annuitant Owner
[XXXXXX X. XXX] [XXXX X. XXX]
--------------------------------------------------------------------------------
Initial Premium Annuity Option Annuity Commencement Date
[$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026]
--------------------------------------------------------------------------------
Separate Account(s) Contract Number
[SEPARATE ACCOUNT B AND THE FIXED ACCOUNT] [123456]
--------------------------------------------------------------------------------

OPTION 2: INCOME FOR LIFE (SINGLE ANNUITANT)

--------------------------------------------------------------------------------
Rates for Fixed Annuity Payments with a 1.5% Guaranteed Interest Rate

--------------------------------------------------------------------------------
Option 2(b) Option 2(b) Option 2(c)
Adjusted Age 10 Years Certain 20 Years Certain Refund Certain
Male/Female Male/Female Male/Female

50 $3.23/3.00 $3.15/2.96 $3.03/2.87
55 3.61/3.33 3.46/3.25 3.32/3.14
60 4.09/3.75 3.80/3.59 3.69/3.48
65 4.71/4.30 4.15/3.97 4.14/3.90
70 5.47/5.02 4.45/4.34 4.72/4.45
75 6.35/5.93 4.66/4.61 5.45/5.16
80 7.25/6.96 4.77/4.75 6.38/6.10
85 8.02/7.89 4.81/4.81 7.58/7.33
90 8.56/8.50 4.82/4.82 9.12/8.89

--------------------------------------------------------------------------------
Rates for Variable Annuity Payments with a 3.5% Assumed Interest Rate(AIR)

--------------------------------------------------------------------------------
Option 2(b) Option 2(b)
Adjusted Age 10 Years Certain 20 Years Certain
Male/Female Male/Female

50 4.36/4.12 4.25/4.06
55 4.72/4.43 4.53/4.33
60 5.18/4.84 4.84/4.64
65 5.79/5.37 5.16/4.99
70 6.53/6.08 5.44/5.33
75 7.38/6.96 5.62/5.58
80 8.23/7.95 5.72/5.71
85 8.96/8.83 5.76/5.76
90 9.46/9.41 5.77/5.77

--------------------------------------------------------------------------------
Rates for Variable Annuity Payments with a 5% Assumed Interest Rate (AIR)

--------------------------------------------------------------------------------
Option 2(b) Option 2(b)
Adjusted Age 10 Years Certain 20 Years Certain
Male/Female Male/Female

50 5.28/5.04 5.15/4.98
55 5.62/5.33 5.41/5.22
60 6.06/5.72 5.69/5.50
65 6.65/6.23 5.98/5.82
70 7.36/6.91 6.23/6.13
75 8.17/7.77 6.40/6.36
80 9.00/8.72 6.49/6.48
85 9.69/9.56 6.53/6.53
90 10.17/10.12 6.54/6.54

IU-IA-3014 3D2

IMPORTANT TERMS
--------------------------------------------------------------------------------

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

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

ANNUITY COMMENCEMENT DATE - The date on which Annuity Payments begin.

ANNUITY OPTIONS - Options you select that determine the form and amount of
Annuity Payments.

ANNUITY PAYMENT - The periodic payment you receive.

ATTAINED AGE - Your age, or that of the Annuitant, on the Contract Issue Date
plus the number of full years elapsed since the Contract Date.

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

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 you receive upon surrender of the Contract.

CONTRACT ANNIVERSARY - The anniversary of the Contract Date.

CONTRACT DATE - The date we received the initial premium and upon which we begin
determining the Contract values. It may not be the same as the Contract Issue
Date. This date is used to determine Contract months, processing dates, years,
and anniversaries.

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

CONTRACT PROCESSING DATES - The days when we deduct certain charges from the
Accumulation Value. If the Contract Processing Date is not a Valuation Date, it
will be on the next succeeding Valuation Date. The Contract Processing Date will
be on the Contract Anniversary of each year.

CONTRACT PROCESSING PERIOD - The period between successive Contract Processing
Dates unless it is the first Contract Processing Period. In that case, it is the
period from the Contract Date to the first Contract Processing Date.

CONTRACT YEAR - The period between Contract Anniversaries.

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

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

IU-IA-3014 4

IMPORTANT TERMS (continued)
--------------------------------------------------------------------------------

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

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

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

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

GUARANTEE PERIOD - The period of years a specified interest rate is guaranteed
to be credited to a Fixed Allocation or allocations to available Guaranteed
Interest Divisions of the General Account.

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

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

GUARANTEED MINIMUM INTEREST RATE - The minimum interest rate which can be
declared by us for allocations to a Guaranteed Interest Division. The Guaranteed
Minimum Interest Rate is shown in the Schedule.

ISSUE AGE - Your age, or that of the Annuitant, on the last birthday on or
before the Contract Date.

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

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

OWNER- The person who owns this Contract and is entitled to exercise all rights
of the Contract. This person's death also initiates payment of the Death
Benefit. "You" and "Your" refer to the Owner.

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

SPECIALLY DESIGNATED DIVISION - The Division shown in the Schedule to which
distributions from an investment portfolio underlying a Separate Account
Division in which reinvestment is not available will be allocated, unless you
specify otherwise.

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

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

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

IU-IA-3014 5

INTRODUCTION TO THIS CONTRACT
--------------------------------------------------------------------------------

THE CONTRACT

This is a legal Contract between you and us. We provide benefits as stated in
this Contract. In return, you supply us with the Initial Premium Payment
required to put this Contract in effect. This Contract, together with any
attached Riders or Endorsements, constitutes the entire Contract. Riders and
Endorsements add provisions or change the terms of the basic Contract. Riders
and Endorsements added to comply with applicable tax law do not require your
consent, but are subject to regulatory approval.

THE OWNER

You are the Owner of this Contract. You are also the Annuitant unless another
Annuitant has been named by you and is shown in the Schedule. You have the
rights and options described in this Contract, including but not limited to the
right to receive the Annuity Benefits on the Annuity Commencement Date.

One or more people may own this Contract. If there are multiple Owners named,
the age of the oldest Owner will be used to determine the applicable Death
Benefit. In the case of a sole Owner who dies prior to the Annuity Commencement
Date, we will pay the Beneficiary the Death Benefit then due. If the sole Owner
is not an individual, we will treat the Annuitant as Owner for the purpose of
determining when the Owner dies under the Death Benefit provision (if there is
no Contingent Annuitant), and the Annuitant's age will determine the applicable
Death Benefit payable to the Beneficiary. The sole Owner's estate will be the
Beneficiary if no Beneficiary designation is in effect, or if the designated
Beneficiary has predeceased the Owner. In the case of a joint Owner dying prior
to the Annuity Commencement Date, the surviving Owner(s) will be deemed to be
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 this
Contract. The Annuitant must be a natural person. You may name a Contingent
Annuitant. The Annuitant may not be changed during the Annuitant's lifetime.

If the Annuitant dies prior to the Annuity Commencement Date, the Contingent
Annuitant becomes the Annuitant. If no Contingent Annuitant has been named, we
will allow you sixty days to designate someone other than yourself as the
Annuitant. You will be the Contingent Annuitant unless you name someone else. If
all Owners are not individuals and, through the operation of this provision, an
Owner becomes the Annuitant, we will pay the death proceeds to the Beneficiary.
If there are joint Owners, we will treat the youngest of the Owners as the
Contingent Annuitant designated, unless you elect otherwise.

THE BENEFICIARY

The Beneficiary is the person to whom we pay death proceeds if any Owner dies
prior to the Annuity Commencement Date. See "Proceeds Payable to the
Beneficiary" for more information. We pay death proceeds to the primary
Beneficiary (unless there are joint Owners in which case the Death Benefit
proceeds are payable to the surviving Owner). If the primary Beneficiary dies
before the 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
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. You may
specify other than equal shares.

IU-IA-3014 6

INTRODUCTION TO THIS CONTRACT (continued)
--------------------------------------------------------------------------------

You have the right to change Beneficiaries, unless you designate the primary
Beneficiary irrevocable. When an irrevocable Beneficiary has been designated,
you and the irrevocable Beneficiary may have to act together to exercise the
rights and options under this Contract.

When naming or changing the Beneficiary(ies), you 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 Internal Revenue 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.

CHANGE OF OWNER OR BENEFICIARY

During your lifetime and while this Contract is in effect you may transfer
ownership of this Contract or change the Beneficiary. To make any of these
changes, you must send us written notice of the change in a form satisfactory to
us. If there are joint 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 Owner may affect the amount of Death Benefit payable
under this Contract. See "Proceeds Payable to Beneficiary" and "Benefit Option
Packages" for more information.

IU-IA-3014 7

PREMIUM PAYMENTS AND ALLOCATION CHANGES
--------------------------------------------------------------------------------

INITIAL PREMIUM PAYMENT

The Initial Premium Payment is required to put this Contract in effect. The
amount of the Initial Premium Payment is shown in the Schedule.

ADDITIONAL PREMIUM PAYMENTS

You may make additional Premium Payments under this Contract after the end of
the Right to Examine period. Restrictions on additional Premium Payments, such
as the Attained Age of the Annuitant or Owner, the period during which we will
accept additional premium payments and the timing and amount of each payment,
are shown in the Schedule. We reserve the right to accept additional premium
payments beyond the period stated in the Schedule, or to defer acceptance of or
to return any additional Premium Payments if they exceed the restrictions stated
in the Schedule, if a Division or Fixed Allocation to which they are allocated
is closed, or in order to comply with any law or regulation.

As of the date we receive and accept your additional Premium Payment:
(1) The Accumulation Value will increase by the amount of the Premium
Payment less any premium deductions shown in the Schedule.

(2) The increase in the accumulation value will be allocated among the
Divisions and the Fixed Account in accordance with your instructions.
If you do not provide such instructions, allocation will be among the
Divisions in proportion to the amount of accumulation value in each
Division as of the date we receive and accept the additional premium
payment. Allocations to the Fixed Account will be made only upon
specific written request.

Where to Make Payments
Remit the Premium Payments to our Customer Service Center at the address shown
on the cover page. On request we will give you a receipt signed by our
treasurer.

YOUR RIGHT TO CHANGE ALLOCATION OF ACCUMULATION VALUE

You may change the allocation of the Accumulation Value among the available
Divisions of the Variable Separate Account, the General Account, and the Fixed
Account after the end of the Right to Examine period. Prior to the Annuity
Commencement Date, allocation changes in excess of twelve in any Contract Year
are subject to the Excess Allocation Charge stated in the Schedule. After the
Annuity Commencement Date, allocation changes in excess of four in any Contract
Year are subject to the Excess Allocation Charge stated in the Schedule. After
Annuity Payments begin under this Contract, allocation changes are not allowed
between values providing Fixed Annuity Payments and Variable Annuity Payments.
To make an allocation change, you must provide us with satisfactory notice at
our Customer Service Center. The change will take effect when we receive the
notice. An allocation from the Fixed Account may be subject to a Market Value
Adjustment.

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

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

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PREMIUM PAYMENTS AND ALLOCATION CHANGES (continued)

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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 Separate Account Division in which reinvestment is not
available, we will allocate the distribution to the Specially Designated
Division shown in the Schedule unless you specify 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 to you thirty days in advance
of such date. To elect an allocation to other than the Specially Designated
Division shown in the Schedule, you must provide satisfactory notice to us 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.

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 you. The total Contract limits which
apply to Restricted Funds available under this Contract, if any, are shown in
the Schedule.

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

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.

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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.

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HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE
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THE GENERAL ACCOUNT

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

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

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

THE VARIABLE SEPARATE ACCOUNT

The variable Annuity Benefits under this Contract are provided through
investments which may be made in our Separate Account (the "Account"), a unit
investment trust Separate Account, organized in and governed by the laws of the
State of Delaware, our state of Domicile. The Account is divided into Divisions,
each of which is available for investment under this Contract.

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

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

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

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

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

When permitted by law, we reserve the right to:

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

MEASUREMENT OF INVESTMENT EXPERIENCE

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

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 described in the Schedule for each day in the Valuation
Period.
(5) We subtract the daily Asset Based Administrative Charge described in
the Schedule for each day in the Valuation Period.

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

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

IU-IA-3014 12

HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)

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FIXED ACCOUNT

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

Minimum Fixed Allocation
The minimum allocation to the Fixed Account in any one Fixed Allocation is
$250.00.

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

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

Upon the Maturity Date of a Guarantee Period, we will transfer the Accumulation
Value of the expiring Fixed Allocation to a Fixed Allocation with a Guarantee
Period equal in length to the expiring Guarantee Period, unless you select
another period prior to its Maturity Date. We will notify you at least thirty
days prior to a Maturity Date of your 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 you have elected or the period
expiring, the next shortest period then available that will not extend beyond
the Annuity Commencement Date will be offered to you. If a period is not
available, the Accumulation Value will be transferred to the Specially
Designated Division.

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 XXX Partial Withdrawals as described in "Your Contract Benefits". The Market
Value Adjustment is applied to each Fixed Allocation separately and may be
positive, negative or result in no change.

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

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

IU-IA-3014 13

IU-IA-3014 14
HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
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Market Value Adjustment Following The Right to Examine Period
The Market Value Adjustment is determined by multiplying the amount of the
Accumulation Value withdrawn, transferred or applied to an Income Plan by the
following factor:

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

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

Index Rate
The Index Rate is the average of the Ask Yields for the U.S. Treasury Strips as
reported by a national quoting service for the applicable maturity. The average
is based on the period from the 22nd day of the calendar month two months prior
to the calendar month of Index Rate determination to the 21st day of the
calendar month immediately prior to the month of determination. The applicable
maturity date for these U.S. Treasury Strips is on or next following the last
day of the Guarantee Period. If the Ask Yields are no longer available, the
Index Rate will be determined using a suitable replacement method subject to any
required regulatory approval. We currently set the Index Rate once each calendar
month. However, we reserve the right to set the Index Rate more frequently than
monthly, but in no event will such Index Rate be based on a period less than 28
days.

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

VALUATION PERIOD

Each Division and Fixed Allocation will be valued at the end of each Valuation
Period on a Valuation Date.

ACCUMULATION VALUE

The Accumulation Value of this Contract is the sum of the amounts in each of the
Divisions of the Variable Separate Account, the General Account, and the Fixed
Account. You select how to allocate the Accumulation Value among the available
Divisions and the Fixed Account.

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HOW WE MEASURE THE CONTRACT'S ACCUMULATION VALUE (continued)
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ACCUMULATION VALUE IN EACH DIVISION AND FIXED ALLOCATION

On the Contract Date
On the Contract Date, the Accumulation Value is allocated to each Division and
Fixed Allocation as elected by you, subject to certain terms and conditions
imposed by us. 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 you.

On each Valuation Date
At the end of each subsequent Valuation Period, the amount of Accumulation Value
in each Division and Fixed Allocation will be calculated as follows:

(1) We take the Accumulation Value in the Division or Fixed Allocation at
the end of the preceding Valuation Period.
(2) We multiply (1) by the Variable Separate Account Division's Net Rate
of Return for the current Valuation Period or we calculate the
interest to be credited to a Fixed Allocation or to a Guaranteed
Interest Division for the current Valuation Period.
(3) We add (1) and (2).
(4) We add to (3) any additional Premium Payments (less any premium
deductions shown in the Schedule) 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 from the Division or
Fixed Allocation during the current Valuation Period.
(7) We subtract from (6) the amounts deducted from that Division or Fixed
Allocation for:
(a) any charges due for the Optional Benefit Riders shown in the
Schedule;
(b) any deductions from Accumulation Value as shown in the Schedule.

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

CHARGES DEDUCTED FROM ACCUMULATION VALUE ON EACH CONTRACT PROCESSING DATE

Expense charges and fees are shown in the Schedule.

Charge Deduction Division Option
We will deduct all charges against the Accumulation Value of this Contract from
the Charge Deduction Division if you elected this option (see the Schedule). If
you did not elect this Option 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 Allocations and Guaranteed
Interest Divisions.

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

At any time while this Contract is in effect, you may change your election of
this Option. To do this you must send us a written request to our Customer
Service Center. Any change will take effect within seven days of the date we
receive your request.

IU-IA-3014 15

YOUR CONTRACT BENEFITS
--------------------------------------------------------------------------------

While this Contract is in effect, there are important rights and benefits that
are available to you. We discuss these rights and benefits in this section.

PARTIAL WITHDRAWAL OPTION

To take a Partial Withdrawal, you must provide us satisfactory written notice at
our Customer Service Center. The maximum amount that can be withdrawn each
Contract Year without being considered an Excess Partial Withdrawal is described
below. We will collect a Surrender Charge for Excess Partial Withdrawals and any
unrecovered Premium Taxes.

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

Minimum Withdrawal Amount
The Minimum Withdrawal Amount that can be taken is $100.

Conventional Partial Withdrawals
The maximum amount that can be taken as a Conventional Partial Withdrawal each
Contract Year without being considered an Excess Partial Withdrawal is the Free
Amount, equal to 10% of the Contract's Accumulation Value, determined as of the
date of withdrawal.

Any Conventional Partial Withdrawal from Fixed Allocations is subject to a
Market Value Adjustment unless withdrawn within 30 days prior to the Maturity
Date.

Systematic Partial Withdrawals
Systematic Partial Withdrawals may be elected to commence after 28 days from the
Contract Issue Date and may be taken on a monthly, quarterly or annual basis.
You select the day withdrawals will be made, but no later than the 28th day of
the month. If you do not elect a day, the same day of the month as the Contract
Date will be used.

Maximum Systematic Partial Withdrawal Amounts:

Variable Separate Account Divisions: .833% of Accumulation Value monthly, 2.5%
of Accumulation Value quarterly or 10%
of Accumulation Value annually, not
previously withdrawn.

Fixed Allocations and Interest earned on a Fixed Allocation or
Guaranteed Interest Division for the
Guaranteed Interest Divisions prior month, quarter or year (depending
on the frequency selected).

Systematic Partial Withdrawals which do not exceed the Maximum Systematic
Partial Withdrawal Amounts are not subject to Surrender Charges. Systematic
Partial Withdrawals of interest from Fixed Allocations are not subject to a
Market Value Adjustment.

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

IU-IA-3014 16

YOUR CONTRACT BENEFITS
--------------------------------------------------------------------------------

XXX Partial Withdrawals for Qualified Plans Only
Partial Withdrawals may be taken from a Contract issued as an XXX on a monthly,
quarterly or annual basis. Such XXX Partial Withdrawals will not be subject to
Surrender Charges to the extent that they do not exceed the Minimum Required
Distribution based on the Accumulation Value of this Contract, as set forth in
the Internal Revenue Code. A minimum withdrawal of $100.00 is required. You
select the day the withdrawals will be made, but no later than the 28th day of
the month. If you do not elect a day, the same day of the month as the Contract
Date will be used. An XXX Partial Withdrawal in excess of the Systematic Partial
Withdrawal Amounts described above may be subject to a Market Value Adjustment.

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

SURRENDER CHARGE

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

Complete Years Elapsed
Since Premium Payment 0 1 2 3 4 5+
-----------------------------------------------------------------------
Surrender Charges 7% 7% 7% 6% 5% 0%

To determine the Surrender Charge on Excess Partial Withdrawals, the withdrawals
will occur in the following order:

(1) The Free Amount;
(2) Premium Payments made five or more years prior to the withdrawal;
(3) Premium Payments made less than five years prior to withdrawal; and
(4) Any Remaining Accumulation Value.

Free Amounts are not treated as withdrawals of Premium Payments for purposes of
calculating any Surrender Charge.

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

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

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

IU-IA-3014 17

YOUR CONTRACT BENEFITS (continued)
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CASH VALUE BENEFIT

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

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

Cancelling to Receive the Cash Surrender Value
On or before the Annuity Commencement Date if the Annuitant is living, you may
surrender this Contract to us. To do this, you must return this Contract 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 Contract and your signed request in our Customer
Service Center. All benefits under this Contract will then end. We will usually
pay the Cash Surrender Value within seven days; but, we may delay payment as
described in the Payments We May Defer provision.

PROCEEDS PAYABLE TO THE BENEFICIARY

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

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

IU-IA-3014 18

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

This Contract offers three Benefit Option Packages. The Option Package you elect
is shown in the Schedule.

ELECTION OF BENEFIT OPTION PACKAGES

On any Contract Anniversary prior to and including the date you reach Attained
Age 80, you may elect to replace the Benefit Option Package in effect with
another Benefit Option Package provided you are the sole Owner and you and the
Annuitant meet the eligibility criteria stated below. Such election must be
received by us in writing at our Customer Service Center on or during the sixty
day period immediately preceding the Contract Anniversary.

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

SPECIAL FUNDS AND EXCLUDED FUNDS

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

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

COVERED FUNDS

Any divisions not designated as Special or Excluded shall be Covered.

DESCRIPTION OF BENEFIT OPTION PACKAGE I

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

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

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

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

IU-IA-3014 19

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

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

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

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

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

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

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

IU-IA-3014 20

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

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

DESCRIPTION OF BENEFIT OPTION PACKAGE II

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

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

Minimum Death Benefit
The Minimum Death Benefit is equal to the sum of I and II below:

I. The Accumulation Value allocated to Excluded Funds; and
II. Adjusted Premium for Covered Funds.

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

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

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

IU-IA-3014 21

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

If the Schedule Date is the Contract Date, the Guaranteed Death Benefit Base for
Covered Funds as of such date is the initial premium allocated to Covered Funds.
If the Schedule Date is other than the Contract Date:

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

On subsequent Valuation Dates, the Guaranteed Death Benefit Base for Covered
Funds is calculated as follows:

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

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

IU-IA-3014 22

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

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

(1) If the greater of (ii) and (iv) in the Death Benefit provision as of
the date we receive due proof of death of the Owner, minus the
Accumulation Value, also as of that date, is greater than zero, we
will add such difference to the Accumulation Value. Such addition will
be allocated to the Divisions of the Separate Account then available
in the same proportion as the Accumulation Value in each available
Division bears to the Accumulation Value in all such Divisions. If
there is no Accumulation Value in any Division then available, the
addition will be allocated to the Specially Designated Division.
(2) The Guaranteed Death Benefit and the Minimum Death Benefit will
continue to apply, using the surviving spouse's age as the determining
age.
(3) At subsequent surrender, any Surrender Charge applicable to premiums
paid prior to the date we receive due proof of death of the Owner will
be waived. Any premiums paid later will be subject to any applicable
Surrender Charge.

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

IU-IA-3014 23

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

DESCRIPTION OF BENEFIT OPTION PACKAGE III

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

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

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

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

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

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

Guaranteed Death Benefit
The Guaranteed Death Benefit is equal to the sum of I, II and III below.

I. The Guaranteed Death Benefit Base for Covered Funds
II. The Guaranteed Death Benefit Base for Special Funds
III. The Accumulation Value allocated to Excluded Funds

On the Schedule Date, the Guaranteed Death Benefit Base for Covered Funds is set
to equal the Accumulation Value allocated to Covered Funds minus any fees or
charges deducted as of such date. On subsequent Valuation Dates, the Guaranteed
Death Benefit Base for Covered Funds is calculated as follows:

(1) Start with the Guaranteed Death Benefit Base for Covered Funds on the
prior Valuation Date.
(2) Calculate Interest on (1) for the current Valuation Period at the
Guaranteed Death Benefit Interest Rate shown below.
(3) Add (1) and (2).
(4) Add to (3) any additional premiums allocated to Covered Funds during
the current Valuation Period.

IU-IA-3014 24

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

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

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

On the Schedule Date, the Guaranteed Death Benefit Base for Special Funds is set
to equal the Accumulation Value allocated to Special Funds minus any fees or
charges deducted as of such date. On subsequent Valuation Dates, the Guaranteed
Death Benefit Base for Special Funds is calculated as follows:

(1) Start with the Guaranteed Death Benefit Base for Special Funds on the
prior Valuation Date.
(2) Add to (1) any additional premiums allocated to Special Funds during
the current Valuation Period.
(3) Add to or subtract from (3) adjustments for transfers made during the
Valuation Period.
(4) Subtract from (3) the amount of any Partial Withdrawal Adjustments for
any partial withdrawals made from Special Funds during the current
Valuation Period.

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

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

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

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

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

IU-IA-3014 25

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

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

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

On subsequent Valuation Dates, the Alternate Guaranteed Death Benefit Base for
Covered and Special Funds is calculated as follows:

(1) Start with the Alternate Guaranteed Death Benefit Base for Covered and
Special Funds from the prior Valuation Date.
(2) Add to (1) any additional premium allocated to Covered and Special
Funds during the current Valuation Period.
(3) Add to (or subtract from) (2) adjustments for transfers made during
the current Valuation Period.
(4) Subtract from (3) any Partial Withdrawal Adjustments for any partial
withdrawals taken from Covered and Special Funds during the current
Valuation Period.
(5) On a Valuation Date that occurs on or prior to the Owner's attained
age 90, which is also a Contract Anniversary, we set the Alternate
Guaranteed Death Benefit Base for Covered and Special Funds equal to
the greater of (4) or the Accumulation Value in Covered and Special
Funds minus any fees and charges deducted as of such date. On all
other Valuation Dates, the Alternate Guaranteed Death Benefit Base for
Covered and Special Funds is equal to (4).

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

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

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

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

IU-IA-3014 26

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

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

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

IU-IA-3014 27

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

ANNUITY BENEFITS

If you and the Annuitant are living on the Annuity Commencement Date, we will
begin making payments to you. We will make these payments under the Annuity
Option (or Options) elected by you. You may elect to apply any portion of the
Accumulation Value (minus any applicable premium tax) 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, you must also tell us 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, you must also
select the Assumed Interest Rate (AIR) and 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, payments will be made as a Fixed Annuity under Option
2 on a 10-year period certain basis. The amount of the payments will be
determined by applying the Accumulation Value on the Annuity Commencement Date
in accordance with the Annuity Options section below (see Payments We May
Defer). After payments begin, only those payable as Variable Annuity Payments
under Option 1 may be commuted to a lump sum and Surrender Charges may apply.

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

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

Variable Annuity Payments
If Variable Annuity payments are chosen, the initial payment for the option
chosen, shown in the Schedule, reflects the Assumed Interest Rate selected by
you. Thereafter, the Divisions must earn this rate plus enough to cover any
deductions stated in the Schedule 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 Schedule 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 previous Valuation Day; multiplied by
(2) The Annuity Net Return Factor(s) for the Valuation Date; multiplied by
(3) A Factor to reflect the AIR.

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

IU-IA-3014 28

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

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

The Net Rate of Return is equal to:

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

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

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

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

ANNUITY COMMENCEMENT DATE SELECTION

You select the Annuity Commencement Date. You may select any date following the
first Contract Anniversary but before the Required Date of Annuity Commencement
stated below. On the Annuity Commencement Date, the age of the Annuitant plus
the number of years payments are guaranteed must not exceed 100. If you do not
select a date, the Annuity Commencement Date will be in the month following the
required date of Annuity Commencement. In applying the Accumulation Value, we
may first collect any Premium Taxes due us. If, on the Annuity Commencement
Date, a Surrender Charge remains and you select Annuity Option 1, your Annuity
Option must include a period certain of at least 10 years duration.

Required Date of Annuity Commencement
Distributions from a Contract funding a Qualified Plan must commence no later
than April 1st of the calendar year following the calendar year in which you
attain age 70 1/2. Otherwise, the Annuity Commencement Date may be no later than
the same date as the Contract Processing Date in the month following the later
of the Annuitant's 90th birthday or 10 years after the last Premium Payment.

FREQUENCY SELECTION

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

THE INCOME PLAN

While this Contract is in effect and before the Annuity Commencement Date, you
may choose one or more Annuity Options for the payment of Death Benefit
proceeds. If, at the time of your death, no Option has been chosen for paying
the Death Benefit proceeds, the Beneficiary may choose an Option within one
year. You may also elect an Annuity Option on surrender of the Contract for its
Cash Surrender Value. 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 you or the
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 stated below.

IU-IA-3014 29

CHOOSING AN INCOME PLAN (continued)
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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 you:

(a) Payments continue as long as the Annuitant is living and cease at the
Annuitant's death.
(b) Payments continue for a period certain and continue thereafter as long
as the Annuitant is living. The period certain may be between 5 and 30
years as specified by you.
(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
continue as long as at least one of the Annuitants is living based on one of the
following, as elected by you:

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

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

Payment may be made under any other method mutually agreed upon by you and us.

Minimum Annuity Income Payment
The minimum initial monthly annuity income payment that we will make is $50. The
minimum total income payments in any one year is $250. We have the right to
increase these minimums based upon increases reflected in the Consumer Price
Index - Urban (CPI-U) since July 1, 1993.

PAYMENT WHEN NAMED PERSON DIES

When the person named to receive payment dies, we will pay any amounts still due
as provided by the Annuity Option elected. The amounts still due are determined
as follows:

(1) For Option 1, or for any remaining guaranteed payments in Option 2 or
Option 3, payments will be continued.

(2) For Option 2a, no amounts are payable after the Annuitant's death.

(3) For Option 3a, no amounts are payable after the death of both
Annuitants.

IU-IA-3014 30

OTHER IMPORTANT INFORMATION
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SENDING NOTICE TO US

Whenever written notice is required, send it to our Customer Service Center. The
address of our Customer Service Center is shown on the cover page. Please
include your Contract number in all correspondence.

REPORTS TO OWNER

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

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

ASSIGNMENT - USING THIS CONTRACT AS COLLATERAL SECURITY

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

CONTRACT CHANGES - APPLICABLE TAX LAW

We reserve the right to make changes in this Contract or its Riders to the
extent necessary to continue to qualify this Contract as an annuity. Any such
changes will apply uniformly to all Contracts that are affected. You 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 by
this Contract will be those that the Premium Payment made would have bought at
the correct age or sex.

NON-PARTICIPATING

This Contract does not participate in our divisible surplus.

CONTESTABILITY

This Contract is incontestable from its date of issue.

IU-IA-3014 31

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OTHER IMPORTANT INFORMATION (continued)

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PAYMENTS WE MAY DEFER

We may not be able to determine the value of the assets in the Variable Separate
Account because:

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

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

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

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

AUTHORITY TO MAKE AGREEMENTS

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

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

REQUIRED NOTE ON OUR COMPUTATIONS

We have filed a detailed statement of our computations with the insurance
supervisory official in the jurisdiction where this Contract is delivered. 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.

IU-IA-3014 32

FLEXIBLE PREMIUM DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT
- NO DIVIDENDS
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Variable Cash Surrender Values while the Annuitant and Owner are living and
prior to the Annuity Commencement Date. Limited Additional Premium Payment
Option. Death Benefit subject to guaranteed minimum. Partial Withdrawal Option.
Non-participating. Investment results reflected in values.

IU-IA-3014

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Annuitant Owner [THOMAS J. DOE] [JOHN Q. DOE] --------------------------------- ----------------------------------------------- Initial Premium Annuity Option Annuity Commencement Date [$10,000] [LIFE 10-YEAR CERTAIN] [JANUARY 1, 2026] --...

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