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Exhibit 10.1
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The Northwestern Mutual Life Insurance Company agrees to pay the benefits
provided in this contract, subject to its terms and conditions.
Signed at Milwaukee, Wisconsin on the Issue Date.
/s/ Edward J. Zore /s/ Robert J. Berdan
-------------------- --------------------
President and CEO Secretary
FLEXIBLE PAYMENT VARIABLE ANNUITY - ACCOUNT A
Net Purchase Payments accumulated in a Separate Account, assets of which are
invested in shares of one or more mutual funds, or Guaranteed Interest Fund.
Contract benefits payable in one sum or as variable
or guaranteed monthly income.
Variable Payment Plan benefits described in Section 11.
Participating.
AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT DIVISIONS AND VARIABLE PAYMENTS
PROVIDED BY THIS CONTRACT ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT BUT ARE
VARIABLE AND MAY INCREASE OR DECREASE TO REFLECT THE INVESTMENT EXPERIENCE OF
THE SEPARATE ACCOUNT.
Right To Return Contract. Please read this contract carefully. The Owner may
return the contract for any reason within ten days after receiving it. Return of
the contract is effective on the date written notice of the return is delivered,
mailed or sent by telegram to either The Northwestern Mutual Life Insurance
Company, 720 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 or the agent who
sold the contract. If returned, the contract will be cancelled and the Company
will refund the sum of (a) the difference between the Purchase Payments paid and
the amounts, if any, allocated to the Separate Account plus (b) the value of the
Accumulation Units of the Separate Account on the effective date of return.
RR.V.A.(0803)
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[LOGO] Northwestern Mutual(TM)
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CONTRACT NUMBER 00 000 000
PRIMARY ANNUITANT John J Doe
ISSUE DATE July 31, 2003
RR.V.A.FR.(0803)
SEX NEUTRAL FRONT
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TABLE OF CONTENTS
CONTRACT INFORMATION, INVESTMENT ACCOUNTS
CHARGES AND FEES
MINIMUM PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS
SECTION 1. GENERAL TERMS AND DEFINITIONS
SECTION 2. SEPARATE ACCOUNT
. Separate Account
. Accumulation Units
. Net Investment Factor
. Substitution and Change
SECTION 3. GUARANTEED INTEREST FUND
. Guaranteed Interest Fund
. Accumulation Value
. Transfer Restrictions
. Maximum Guaranteed Interest Fund Accumulation Value
. Table of Guaranteed Values
SECTION 4. PURCHASE PAYMENTS, TRANSFERS, WITHDRAWALS
. Payment of Purchase Payments
. Application of Purchase Payments
. Selection of Investment Account for Purchase Payments
. Transfer of Accumulation Value
. Withdrawals and Full Surrender
. Effective Date
SECTION 5. BENEFITS
. Maturity Benefit
. Death Benefit if Annuitant is an Owner
. Death Benefit if Annuitant is not an Owner
SECTION 6. BENEFICIARIES AND CONTINGENT ANNUITANTS
. Naming and Changing of Beneficiaries
. Succession in Interest of Beneficiaries
. Trustee as Beneficiary
. General
. Naming and Changing a Contingent Annuitant
SECTION 7. CHARGES AND FEES
. Sales Load and Premium Taxes
. Contract Fee
SECTION 8. OWNERSHIP
. The Owner
. Transfer of Ownership
. Naming and Changing a Successor Owner
. Collateral Assignment
. Reports to Owners
. Transferability Restrictions
RR.V.A.FR.(0803)
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SECTION 9. THE CONTRACT
. Guarantees
. Valuation of Separate Account Assets
. Determination of Separate Account Values
. Deferment of Benefit Payments
. Dividends
. Incontestability
. Misstatements
. Entire Contract; Changes
. Termination of Contract
SECTION 10. PAYMENT OF CONTRACT BENEFITS
. Payment of Benefits
. Death Benefit
. Effective Date for Payment Plan
. Payment Plan Elections
SECTION 11. PAYMENT PLANS
. Description of Payment Plans
. Allocation of Benefits
. Annuity Units under Variable Payment Plans
. Payments under Variable Payment Plans
. Transfers Involving Variable Payment Plans
. Withdrawal under Payment Plans
. Naming and Changing of Beneficiaries under Payment Plans
. Succession in Interest of Beneficiaries under Payment Plans
. Payment Plan Rates
ADDITIONAL BENEFITS (if any)
APPLICATION
ENDORSEMENTS
to be made only by the Company at the Home Office
RR.V.A.FR.(0803)
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CONTRACT INFORMATION
CONTRACT NUMBER 00 000 000
PLAN Flexible Payment Variable Annuity
ADDITIONAL BENEFITS Enhanced Death Benefit
TAX REPORTING CATEGORY Pension Annuity
PRIMARY ANNUITANT John J. Doe
AGE AND SEX 35 Male
OWNER John J. Doe, the Annuitant
ISSUE DATE July 31, 2003
CONTRACT ANNIVERSARY July 31, 2004 and each July 31
thereafter
MATURITY DATE July 31, 2053
DIRECT BENEFICIARY Jane K. Doe, Wife of the Annuitant
INVESTMENT ACCOUNTS
On the Issue Date, Purchase Payments and contract values may be allocated among
the following Investment Accounts. Available Separate Account Divisions are
subject to change. See Section 2.1.
Divisions of Separate Account A:
Select Bond Division
Franklin Templeton International Equity Division
Money Market Division
Balanced Division
Index 500 Stock Division
Aggressive Growth Stock Division
High Yield Bond Division
Growth Stock Division
Large Cap Core Stock Division
Index 400 Stock Division
Small Cap Growth Stock Division
Russell Multi-Style Equity Division
Russell Aggressive Equity Division
Russell Non-US Division
Russell Real Estate Securities Division
Russell Core Bond Division
Asset Allocation Division
International Growth Stock Division
T. Rowe Price Small Cap Value Division
Capital Guardian Domestic Equity Division
AllianceBernstein Mid Cap Value Division
Janus Capital Appreciation Division
T. Rowe Price Equity Income Division
Fidelity VIP Mid Cap Division
Guaranteed Accounts:
Guaranteed Interest Fund
RR.V.A.FR.(0803) Page 3 (GTY.1.5)
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CONTRACT NUMBER 00 000 000
CHARGES AND FEES
DEDUCTION FROM PURCHASE PAYMENTS:
SALES LOAD (See Section 7.1]
Total Purchase Payments Amount Deducted
Paid Under the Contract From Purchase Payment
First $100,000 4.5%
Next $400,000 2.0%
Balance over $500,000 1.0%
PREMIUM TAX (See Section 7.1):
For the first Contract Year, Premium Taxes are not deducted from
Purchase Payments. After the first Contract Year, the Company may
deduct Premium Taxes from Purchase Payments received or benefits paid.
ANNUAL MORTALITY AND EXPENSE RISK CHARGE (See Section 2.3):
0.50% at Issue; 0.75% Maximum
ANNUAL CONTRACT FEE (See Section 7.2):
$30 charged on the contract anniversary. The contract fee will be waived if
the Accumulation Value of the contract equals or exceeds $25,000 on the
contract anniversary.
ENHANCED DEATH BENEFIT CHARGE:
0.10% of the Enhanced Death Benefit on each contract anniversary.
TRANSFER FEE (See Sections 4.4 and 11.5):
$25 beginning with the thirteenth transfer in any Contract Year.
MINIMUM PURCHASE PAYMENTS, ACCUMULATION VALUE, PAYMENT PLANS
MINIMUM PURCHASE PAYMENT (See Section 4.1): $25
MINIMUM ACCUMULATION VALUE (See Sections 5.2 and 9.9): $2,000
MINIMUM PAYMENT UNDER PAYMENT PLAN (See Sections 9.9 and 10.1): $50
Monthly Income.
GUARANTEED INTEREST FUND
GUARANTEED ANNUAL EFFECTIVE INTEREST RATE (See Section 3.2): 1.5%
MAXIMUM GUARANTEED INTEREST FUND ACCUMULATION VALUE (See Section 3.4): $100,000
RR.V.A.FR.(0803) Page 4 (GTY.1.5)
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CONTRACT NUMBER 00 000 000
GUARANTEED INTEREST FUND - TABLE OF GUARANTEED VALUES
The table shows minimum guaranteed values and assumes a $10,000 Purchase Payment
made at the time of issue followed by subsequent $100 Purchase Payments made
annually thereafter on each contract anniversary. The values are based on the
assumption that 100% of all Net Purchase Payments are allocated to, and remain
in, the Guaranteed Interest Fund.
End of
Contract Accumulation Cash
Year July 31 Value Value
-------- ------- ------------ -------
1 2003 $ 9,693 $ 9,693
2 2004 9,905 9,905
3 2005 10,120 10,120
4 2006 10,338 10,338
5 2007 10,560 10,560
6 2008 10,784 10,784
7 2009 11,013 11,013
8 2010 11,244 11,244
9 2011 11,480 11,480
10 2012 11,718 11,718
11 2013 11,960 11,960
12 2014 12,206 12,206
13 2015 12,456 12,456
14 2016 12,709 12,709
15 2017 12,966 12,966
16 2018 13,227 13,227
17 2019 13,492 13,492
18 2020 13,761 13,761
19 2021 14,034 14,034
20 2022 14,311 14,311
Age 60 2027 15,760 15,760
Age 65 2032 17,320 17,320
Age 70 2037 19,001 19,001
This table is based on the guaranteed annual effective interest rate of 1.5%.
Higher declared rates of interest will increase values. Values shown at the end
of contract years do not reflect any Purchase Payments paid on that contract
anniversary. The actual guaranteed values may differ from those shown above,
depending on the amount and frequency of Purchase Payments.
Page 4A (GTY.1.5)
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SECTION 1. GENERAL TERMS AND DEFINITIONS
ACCUMULATION UNIT. A unit of measure used to determine the value of the interest
of this contract in the Separate Account prior to the date on which amounts are
placed under a payment plan.
ACCUMULATION VALUE. The Accumulation Value of a Separate Account Division is the
total value of all Accumulation Units in that Division. The Accumulation Value
of the Guaranteed Interest Fund is the sum of amounts applied to the fund, plus
credited interest, less amounts withdrawn or transferred from the fund. The
Accumulation Value of the contract is the sum of the Accumulation Values of all
Investment Accounts.
ANNUITANT. The Primary Annuitant and, upon the death of the Primary Annuitant,
the Contingent Annuitant.
ANNUITY UNIT. A unit of measure used to determine the amount of variable
payments under a variable payment plan and the value of the interest of a
variable payment plan in the Separate Account.
BENEFICIARIES. The term "Beneficiaries" as used in this contract includes direct
beneficiaries, contingent beneficiaries and further payees.
COMPANY. The Northwestern Mutual Life Insurance Company.
CONTINGENT ANNUITANT. The person who becomes the Annuitant upon the death of an
Annuitant.
CONTRACT FEE. An annual charge for administration expenses made on each contract
anniversary prior to the Maturity Date.
CONTRACT YEAR. The first Contract Year is the period of time ending on the first
contract anniversary. Subsequent Contract Years are the annual periods between
contract anniversaries.
DIVISION. A component of the Separate Account to which the Owner may allocate
Net Purchase Payments and contract values.
GUARANTEED INTEREST FUND. The portion of the contract that is credited with a
guaranteed interest rate and which is held as part of the general assets of the
Company.
HOME OFFICE. The office of The Northwestern Mutual Life Insurance Company
located at 720 East Wisconsin Avenue, Milwaukee, WI 53202.
INVESTMENT ACCOUNT. The Guaranteed Interest Fund and Separate Account Divisions
available for allocation of Net Purchase Payments and contract values. The
available Investment Accounts are listed on page 3.
ISSUE DATE. The date this contract is issued and becomes effective.
MATURITY DATE. The date upon which contract benefits will become payable. If the
contract is continued in force under the Optional Maturity Date provision, the
Optional Maturity Date will become the Maturity Date.
NET PURCHASE PAYMENT. A Purchase Payment less all applicable deductions.
Deductions may include the Sales Load and a Premium Tax.
OPTIONAL MATURITY DATE. The contract anniversary nearest the Annuitant's 90th
birthday. Upon reaching the Maturity Date shown on page 3, the Owner may elect
to continue the contract in force until this Optional Maturity Date.
OWNER. The person possessing the ownership rights stated in this contract.
RP.V.A.FR.(0803) 5
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PORTFOLIOS. Mutual funds or portfolios of mutual funds in which the assets of
the Separate Account are invested.
PREMIUM TAX. A tax imposed by a governmental entity when Purchase Payments are
received or benefits are paid.
PRIMARY ANNUITANT. The person upon whose life this contract is initially issued.
PURCHASE PAYMENT. A payment made by or on behalf of the Owner with respect to
this contract.
SALES LOAD. A deduction made from Purchase Payments received.
SEPARATE ACCOUNT. NML Variable Annuity Account A. The Separate Account consists
of assets set aside by the Company, the investment performance of which is kept
separate from that of the general assets and all other separate account assets
of the Company.
SUCCESSOR OWNER. The person designated to become the Owner upon the death of the
Owner, provided the Owner was not the Annuitant at the time of the Owner's
death.
TRANSFER FEE. A deduction that is made from the amount transferred between
Investment Accounts.
VALUATION DATE. Any day on which the assets of the Separate Account are valued.
Assets are valued as of the close of trading on the New York Stock Exchange for
each day the Exchange is open.
SECTION 2. SEPARATE ACCOUNT
2.1 SEPARATE ACCOUNT
The Separate Account (NML Variable Annuity Account A) has been established
by the Company. The Separate Account consists of assets set aside by the
Company, the investment performance of which is kept separate from that of the
general assets and all other separate account assets of the Company. The assets
of the Separate Account will not be charged with liabilities arising out of any
other business the Company may conduct. Interests in the Separate Account are
represented by Accumulation Units and Annuity Units, described in Sections 2.2
and 11.3, respectively.
The Separate Account is comprised of the Divisions listed on page 3. The
assets allocated to these Divisions are invested in shares of the corresponding
Portfolios. Shares of the Portfolios are purchased for the Separate Account at
their net asset value.
The Company reserves the right to eliminate or add additional Divisions and
Portfolios.
2.2 ACCUMULATION UNITS
The interest of this contract in the Separate Account, prior to the date on
which amounts become payable under a payment plan, is represented by
Accumulation Units. The dollar value of Accumulation Units for each Division
will increase or decrease to reflect the investment experience of the Division.
The value of an Accumulation Unit on any Valuation Date is the product of:
. the value on the immediately preceding Valuation Date; and
. the Net Investment Factor for the period from the immediately
preceding Valuation Date up to and including the current Valuation
Date (the current period).
RP.V.A.FR.(0803) 6
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2.3 NET INVESTMENT FACTOR
For each Division of the Separate Account the Net Investment Factor for the
current period is one plus the net investment rate for that Division. The net
investment rate for the current period is equal to the gross investment rate for
the Division reduced on each Valuation Date by a Mortality and Expense Risk
Charge. The charge for these risks on the Issue Date is shown on page 4. The
Company may increase or decrease the charge after the Issue Date, but the
Company may not increase the charges to exceed the maximum charges shown on page
4.
The gross investment rate for the current period for each Division is equal to
a. divided by b. where:
a. is:
. the investment income of the Division for the current period;
plus
. capital gains for the period, whether realized or unrealized, on
the assets of the Division; less
. capital losses for the period, whether realized or unrealized, on
the assets of the Division; less
. deduction for any tax liability paid or reserved for by the
Company resulting from the maintenance or operation of the
Division; and less
. any reasonable expenses paid or reserved for by the Company which
result from a substitution of other securities for shares of the
Portfolio(s) as set forth in Section 2.4; and
b. is the value of the assets in the Division on the immediately
preceding Valuation Date.
The gross investment rate may be positive or negative. The deduction for
any tax liability may be charged proportionately against those contracts to
which the liability is attributable by a reduction in the gross investment rate
for those contracts.
2.4 SUBSTITUTION AND CHANGE
Pursuant to the authority of the Board of Trustees of the Company:
. the assets of the Division may be invested in securities other than
shares of the Portfolio(s) as a substitute for those shares already
purchased or as the securities to be purchased in the future; and
. the provisions of the contracts may be modified to comply with any
other applicable federal or state laws.
In the event of a substitution or change, the Company may make appropriate
endorsement on this and other contracts having an interest in the Separate
Account and take other actions as may be necessary to effect the substitution or
change. Any such substitution or change will be subject to any required approval
of the Commissioner of Insurance for the state of Wisconsin, and filing with the
state in which this contract is issued.
RP.V.A.FR.(0803) 7
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SECTION 3. GUARANTEED INTEREST FUND
3.1 GUARANTEED INTEREST FUND
Net Purchase Payments (see Section 4.2) and amounts transferred from other
Investment Accounts under this contract (see Section 4.4) may be applied to the
Guaranteed Interest Fund. Contract benefits placed under a variable payment plan
may not be applied to the Guaranteed Interest Fund. Amounts applied to the
Guaranteed Interest Fund become part of the general assets of the Company.
3.2 ACCUMULATION VALUE
The Accumulation Value of the Guaranteed Interest Fund is the sum of the
amounts applied to it, plus credited interest, less any amounts withdrawn or
transferred from the fund. Interest begins to accrue on the effective date of
the Purchase Payment or transfer (see Section 4.6).
Interest will be credited at an annual effective interest rate of not less
than the guaranteed annual effective interest rate stated on page 4. A higher
rate may be declared by the Company from time to time for a period set by the
Company.
3.3 TRANSFER RESTRICTIONS
Transfers of Accumulation Value from the Guaranteed Interest Fund will not
be allowed for a period of 365 days following the most recent transfer of
Accumulation Value from the Guaranteed Interest Fund.
The maximum amount of the Accumulation Value that may be transferred from
the Guaranteed Interest Fund in one transfer is limited to the greater of:
. 25% of the Accumulation Value of the Guaranteed Interest Fund on the
last contract anniversary preceding the transfer; and
. the amount of the most recent transfer from the Guaranteed Interest
Fund.
However, in no event will this maximum transfer amount be less than $1,000 or
greater than $50,000.
Transfers of Accumulation Value into the Guaranteed Interest Fund will not
be allowed for a period of 90 days following the most recent transfer of
Accumulation Value from the Guaranteed Interest Fund.
3.4 MAXIMUM GUARANTEED INTEREST FUND ACCUMULATION VALUE
The Accumulation Value of the Guaranteed Interest Fund may not exceed the
maximum Guaranteed Interest Fund accumulation value shown on page 4 without
prior consent of the Company, except when the maximum is exceeded because of
interest accruing to the Guaranteed Interest Fund.
3.5 TABLE OF GUARANTEED VALUES
Accumulation and cash values are shown on page 4A. The values are based on
the assumptions stated on page 4A and are for the end of the contract years
shown. Values for contract years not shown are calculated on the same basis as
those shown on page 4A. Guaranteed values are at least as great as those
required by the state in which this contract is delivered.
RP.V.A.FR.(0803) 8
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SECTION 4. PURCHASE PAYMENTS, TRANSFERS, WITHDRAWALS
4.1 PAYMENT OF PURCHASE PAYMENTS
All Purchase Payments are payable at the Home Office or to an authorized
agent. A receipt signed by an officer of the Company will be furnished on
request.
Purchase Payments may be made at any time prior to the death of an Owner
and prior to the Maturity Date. Purchase Payments may be made after the death of
an Owner only if the new Owner of the contract is the surviving spouse of the
deceased Owner. The Owner may vary the amount of Purchase Payments, but no
Purchase Payment may be less than the Minimum Purchase Payment shown on page 4.
Total Purchase Payments may not exceed $5,000,000 without the consent of the
Company.
The Company will not accept any Purchase Payment under Section 4 unless it
is a contribution under a pension or profit sharing plan which meets the
requirements of Section 401 of the Internal Revenue Code of 1954, as amended, or
the requirements for deduction of the employer's contribution under Section
404(a)(2) of such code.
4.2 APPLICATION OF PURCHASE PAYMENTS
Each Purchase Payment, net of the Sales Load and Premium Taxes, will be
applied to one or more Investment Accounts. Net Purchase Payments applied to the
Guaranteed Interest Fund will accrue interest from the effective date of the
Purchase Payment. Net Purchase Payments applied to the Separate Account will
provide Accumulation Units in one or more Divisions. Accumulation Units are
credited as of the effective date of the Net Purchase Payment.
The number of Accumulation Units will be determined by dividing the Net
Purchase Payment by the value of an Accumulation Unit on the effective date.
This number of Accumulation Units will not be changed by any subsequent change
in the dollar value of Accumulation Units.
4.3 SELECTION OF INVESTMENT ACCOUNT FOR PURCHASE PAYMENTS
The Owner may change the allocation of Net Purchase Payments among the
Investment Accounts by written notice to the Company. Net Purchase Payments
received at the Home Office on or after the date on which notice is received
will be applied to the designated Investment Accounts on the basis of the new
allocation.
4.4 TRANSFER OF ACCUMULATION VALUE
Before the Maturity Date the Owner may, on request satisfactory to the
Company, transfer amounts from one Investment Account to another, subject to the
transfer restrictions described in Section 3.3.
For transfers among the Separate Account Divisions, the number of
Accumulation Units to be applied or deducted will be adjusted to reflect the
respective value of the Accumulation Units in each of the Divisions on the date
the transfer is effective.
For transfers from the Guaranteed Interest Fund, amounts closest to
expiration of an interest rate guarantee will be removed first. In the event
that two amounts are equally close to expiration, the one which was applied to
the Guaranteed Interest Fund earlier will be removed first.
A Transfer Fee may be deducted from the amount transferred. The maximum
amount of the Transfer Fee is shown on page 4. The minimum amount that may be
transferred is the lesser of $100 or the entire Accumulation Value of the
Investment Account from which the transfer is being made.
A transfer request is subject to limitation or modification if the Company
determines that the transfer would be to the disadvantage of other contract
owners with interests in the Separate Account Divisions or if required by
applicable laws or regulations. The limitation or modification may be applied to
transfers to and/or from the Separate Account Divisions and could include but
not be limited to:
. the requirement of a minimum time period between each transfer;
. limiting the dollar amount that may be transferred between or among
the Separate Account Divisions in any one day;
. requiring that a transfer request be submitted in a particular form
and/or by a specific process.
The Company reserves the right to modify or eliminate any transfer request
process (including without limitation transfer requests via the Internet, via
facsimile, or by telephone) for some or all contract owners as the Company deems
appropriate.
RP.V.A.FR.(0803) 9
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4.5 WITHDRAWALS AND FULL SURRENDER
Before the Maturity Date the Owner may, on request satisfactory to the
Company, withdraw all or a portion of the Accumulation Value of the contract.
The Company may require that the Minimum Accumulation Value shown on page 4
remain after a partial withdrawal. Withdrawal of the entire value of the
contract constitutes a full surrender, and receipt of the contract at the Home
Office will terminate this contract. Receipt of the contract may be waived by
the Company.
The cash value of the amount withdrawn will be the Accumulation Value
withdrawn determined as of the date the withdrawal is effective.
The term "withdrawal amounts" as used in this contract includes amounts
paid as full surrenders and withdrawals of a portion of the Accumulation Value
of the contract.
For withdrawals from the Guaranteed Interest Fund, amounts closest to
expiration of an interest rate guarantee will be removed first. In the event
that two amounts are equally close to expiration, the one which was applied to
the Guaranteed Interest Fund earlier will be removed first.
4.6 EFFECTIVE DATE
The effective date of a Purchase Payment, transfer, or withdrawal is the
Valuation Date on which the Purchase Payment or the request for transfer or
withdrawal is received at the Home Office. However, the Purchase Payment,
transfer, or withdrawal will be effective on the following Valuation Date if the
Purchase Payment, request for transfer or withdrawal is received at the Home
Office either:
. on a Valuation Date after the close of trading on the New York Stock
Exchange; or
. on a day on which the New York Stock Exchange is closed.
SECTION 5. BENEFITS
5.1 MATURITY BENEFIT
Maturity Options. If the Annuitant is living on the Maturity Date shown on page
3, and that Maturity Date is earlier than the contract anniversary nearest the
Annuitant's 90th birthday, the Owner may elect between the following maturity
options:
. payment of a monthly income under a payment plan chosen by the Owner;
or
. deferral of the maturity benefit and continuation of this contract to
the Optional Maturity Date. The contract will continue under this
option if a written election for this purpose is received by the
Company or if on the Maturity Date shown on page 3, the Owner has not
chosen a payment plan.
If the Annuitant is living on the Maturity Date and that Maturity Date is on or
after the contract anniversary nearest the Annuitant's 90th birthday, the
Company will pay a monthly income under a payment form chosen by the Owner.
Payment of Maturity Benefit. The amount of the monthly income paid as the
maturity benefit will depend on the payment plan chosen (see Section 11) and the
maturity value. The maturity value of this contract will be the Accumulation
Value of the contract on the effective date of the maturity benefit. The
maturity benefit will be effective on the Maturity Date. However, if the New
York Stock Exchange is closed on the Maturity Date, the effective date will be
the Valuation Date next preceding the Maturity Date.
If no payment form is chosen at the time a monthly income becomes payable,
payments will be made under the variable payment form of Life Income Plan
(Option C), with installments certain for ten years, as described in Section
11.1.
RP.V.A.FR.(0803) 10
<PAGE>
Optional Maturity Date. The Optional Maturity Date is the contract anniversary
nearest the Annuitant's 90th birthday. If the contract is continued to the
Optional Maturity Date, all contract rights of the Owner will continue in effect
to the Optional Maturity Date. The Optional Maturity Date will become the
Maturity Date for all other purposes of this contract.
5.2 DEATH BENEFIT IF ANNUITANT IS AN OWNER
If the Annuitant is an Owner, the beneficiary becomes entitled to the Death
Benefit upon receipt at the Home Office of satisfactory proof of the death of
the Annuitant before the Maturity Date. The Death Benefit will be the
Accumulation Value of the contract determined on the effective date. The
effective date is the date on which proof of death is received at the Home
Office. However, the effective date will be the next following Valuation Date if
the proof of death is received at the Home Office either:
. on a Valuation Date after the close of trading on the New York Stock
Exchange; or
. on a day on which the New York Stock Exchange is closed.
If the beneficiary becomes entitled to the Death Benefit due to the death
of the Primary Annuitant prior to the Primary Annuitant's 75th birthday, the
Death Benefit will not be less than:
. total Net Purchase Payments paid under the contract; less
. an adjustment for every withdrawal made under Section 4.5. The
adjustment for each withdrawal equals (a) times (b), where:
(a) = the amount withdrawn from the Accumulation Value divided by the
Accumulation Value immediately before the withdrawal; and
(b) = total Net Purchase Payments paid under the contract prior to
the withdrawal less all adjustments for prior withdrawals.
As of the effective date, the Accumulation Value of the contract will be
set at an amount equal to the Death Benefit. Unless a payment plan was elected
by the Owner, the beneficiary automatically becomes the Owner and Annuitant of
the contract. However, if the beneficiary is not a natural person and no payment
plan was elected by the Owner, the beneficiary may select a natural person to be
the Annuitant. If a natural person is not selected to be the Annuitant within 60
days of the date on which proof of death of the Annuitant is received at the
Home Office, the Accumulation Value will be distributed to the beneficiary.
If a beneficiary becomes entitled to the Death Benefit in an amount less
than the Minimum Accumulation Value shown on page 4, the Accumulation Value will
be distributed to the beneficiary.
The cash value of any amount distributed will be the Accumulation Value
withdrawn as of the date of withdrawal as determined in Section 4.6.
5.3 DEATH BENEFIT IF ANNUITANT IS NOT AN OWNER
If the Annuitant is not an Owner, upon the death of the Annuitant the
contract continues with the Contingent Annuitant (Section 6.5) as the new
Annuitant. The Death Benefit will be the Accumulation Value of the contract
determined on the effective date. The effective date is the date on which proof
of death is received at the Home Office. However, the effective date will be the
next following Valuation Date if the proof of death is received at the Home
Office either:
. on a Valuation Date after the close of trading on the New York Stock
Exchange; or
. on a day on which the New York Stock Exchange is closed.
If the Primary Annuitant dies prior to the Primary Annuitant's 75th
birthday, the Death Benefit will not be less than:
. total Net Purchase Payments paid under the contract; less
. an adjustment for every withdrawal made under Section 4.5. The
adjustment for each withdrawal equals (a) times (b), where:
(a) = the amount withdrawn from the Accumulation Value divided by the
Accumulation Value immediately before the withdrawal; and
(b) = total Net Purchase Payments paid under the contract prior to
the withdrawal less all adjustments for prior withdrawals.
As of the effective date, the Accumulation Value of the contract will be
set at an amount equal to the Death Benefit.
RP.V.A.FR.(0803) 11
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SECTION 6. BENEFICIARIES AND CONTINGENT ANNUITANTS
6.1 NAMING AND CHANGING OF BENEFICIARIES
For Maturity Benefits or Withdrawals by Owner. The Owner may name and change the
beneficiaries of maturity benefits or withdrawal amounts before the Maturity
Date. If no beneficiary is named by the Owner, the Owner will be the direct
beneficiary.
For Death Benefits by Owner. The Owner may name and change the beneficiaries of
the Death Benefits while the Annuitant is living. If no such beneficiary is
named by the Owner, the Owner or the Owner's estate will be the direct
beneficiary.
For Maturity or Death Benefits or Withdrawal Amounts by Spouse (Marital
Deduction Provision).
. Power to Appoint. The spouse of the Annuitant will have the power
alone and in all events to appoint all amounts payable to the spouse
under the contract if:
a. just before the Annuitant's death, the Annuitant was the Owner;
and
b. the spouse is a direct beneficiary; and
c. the spouse survives the Annuitant.
. To Whom Spouse Can Appoint. Under this power, the spouse can appoint:
a. to the estate of the spouse; or
b. to any other person.
. Effect of Exercise. As to the amounts appointed, the exercise of this
power will:
a. revoke any other designation of beneficiaries;
b. revoke any election of payment plan as it applies to them; and
c. cause any provision to the contrary in Section 6 or 10 of this
contract to be of no effect.
Effective Date. A naming or changing of a beneficiary will be effective on
receipt at the Home Office of a written request that is acceptable to the
Company. The request will then take effect as of the date that it was signed.
The Company is not responsible for any payment or other action that is taken by
it before the receipt of the request. The Company may require that the contract
be sent to it to be endorsed to show the naming or change.
6.2 SUCCESSION IN INTEREST OF BENEFICIARIES
The rights and benefits that a beneficiary becomes entitled to under the
contract are shared equally among all surviving direct beneficiaries, if any,
otherwise equally among all surviving contingent beneficiaries, if any,
otherwise to the Owner or the Owner's Estate.
6.3 TRUSTEE AS BENEFICIARY
If a trustee is named as a beneficiary and no qualified trustee makes claim
to the proceeds, or to the present value of any unpaid payments under a payment
plan, within one year after payment becomes due to the trustee, or if
satisfactory evidence is furnished to the Company within that year showing that
no trustee can qualify to receive payment, payment will be made as though the
trustee had not been named.
The Company will be fully discharged of liability for any action taken by
the trustee and for all amounts paid to, or at the direction of, the trustee and
will have no obligation as to the use of the amounts. In all dealings with the
trustee the Company will be fully protected against the claims of every other
person. The Company will not be charged with notice of a change of trustee
unless written evidence of the change is received at the Home Office.
6.4 GENERAL
Transfer of Ownership. A transfer of ownership of itself will not change the
interest of a beneficiary.
Claims of Creditors. So far as allowed by law, no amount payable under this
contract will be subject to the claims of creditors of a beneficiary.
RP.V.A.FR.(0803) 12
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6.5 NAMING AND CHANGING A CONTINGENT ANNUITANT
The Owner may name and change a Contingent Annuitant while the Annuitant is
living.
If the Annuitant was not the Owner immediately prior to the Annuitant's
death, the Owner may name and change a Contingent Annuitant during the first 60
days after the date on which proof of death of the Annuitant is received at the
Home Office. A change made during this 60 days cannot be revoked. If no one is
named as Contingent Annuitant by the end of the 60 day time period, the Company
will pay the Accumulation Value to the Owner. The cash value of any amount
distributed will be the Accumulation Value withdrawn as of the date of
withdrawal as determined in Section 4.6.
A naming or changing of a Contingent Annuitant will be effective on receipt
at the Home Office of a written request that is acceptable to the Company.
SECTION 7. CHARGES AND FEES
7.1 SALES LOAD AND PREMIUM TAXES
The Company will deduct the Sales Load shown on page 4 from Purchase
Payments received. The Company may also deduct Premium Taxes incurred from
Purchase Payments received.
7.2 CONTRACT FEE
On each contract anniversary prior to the Maturity Date, a Contract Fee
will be charged for administrative expenses. The amount of the Contract Fee is
shown on page 4. The Contract Fee will be deducted from the Investment Accounts
in proportion to the Accumulation Value of the Investment Accounts.
The Contract Fee deducted from the Guaranteed Interest Fund will not exceed
the sum of:
. 10% of the gross purchase payments applied to the Guaranteed Interest
Fund during the contract year; and
. interest in excess of the guaranteed annual effective interest rate
shown on page 4 credited to the Guaranteed Interest Fund during the
contract year.
The effective date of the Contract Fee will be the contract anniversary.
However, if the New York Stock Exchange is closed on the contract anniversary,
the effective date will be the next following Valuation Date.
RP.V.A.FR.(0803) 13
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SECTION 8. OWNERSHIP
8.1 THE OWNER
The Owner is named on page 3. All contract rights may be exercised by the
Owner, the Owner's successor, or the Owner's transferee without the consent of
any beneficiary.
If the contract has more than one Owner, contract rights may be exercised
only by authorization of all Owners. Upon the death of an Owner, ownership
rights of all Owners terminate if the deceased Owner was the Annuitant.
8.2 TRANSFER OF OWNERSHIP
The Owner may transfer the ownership of this contract. Written proof of
transfer satisfactory to the Company must be received at its Home Office. The
transfer will then take effect as of the date it was signed. The Company may
require that the contract be sent to it for endorsement to show the transfer.
The Company will not be responsible to a transferee Owner for any payment or
other action taken by the Company before receipt of the proof of transfer at its
Home Office.
8.3 NAMING AND CHANGING A SUCCESSOR OWNER
An Owner may name and change a Successor Owner. Naming or changing a
Successor Owner will be effective on receipt at the Home Office of a written
request for such change that is acceptable to the Company. A Successor Owner
succeeds to the interests of an Owner only if the Owner was not the Annuitant at
the time of the Owner's death.
8.4 COLLATERAL ASSIGNMENT
The Owner may assign this contract as collateral security. The Company is
not responsible for the validity or effect of a collateral assignment. The
Company will not be responsible to an assignee for any payment or other action
taken by the Company before receipt of the assignment in writing at its Home
Office.
The interest of any beneficiary will be subject to any collateral
assignment made either before or after the beneficiary is named.
A collateral assignee is not an Owner. A collateral assignment is not a
transfer of ownership. Ownership can be transferred only by complying with
Section 8.2.
8.5 REPORTS TO OWNERS
At least once each Contract Year, the Company will also send to the Owner
or payee a statement of the Accumulation Values of the Investment Accounts, the
number of units credited to the contract, the dollar value of a unit as of a
date not more than two months previous to the date of mailing, and a statement
of the investments held by the Separate Account.
8.6 TRANSFERABILITY RESTRICTIONS
Notwithstanding any other provisions of this contract, the Owner may not:
. change the ownership of the contract; or
. sell the contract, or assign or pledge the contract as collateral for
a loan or as security for the performance of an obligation or for any
other purpose, to any person other than the Company.
These restrictions will not apply if the Owner is:
. the trustee of an employee trust that is qualified under the Internal
Revenue Code; or
. the custodian of a custodial account treated as an employee trust that
is qualified under the Internal Revenue Code.
The restrictions do not preclude the employer under a nontrusteed plan from
transferring ownership of this contract to the Annuitant or to the employer or
trustee under another plan or trust when required by the plan.
RP.V.A.FR.(0803) 14
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SECTION 9. THE CONTRACT
9.1 GUARANTEES
The Company guarantees that mortality and expense results will not
adversely affect the amount of variable payments.
9.2 VALUATION OF SEPARATE ACCOUNT ASSETS
The value of the shares of each Portfolio held in the Separate Account on
each Valuation Date will be the redemption value of the shares on that date. If
the right to redeem shares of a Portfolio has been suspended, or payment of the
redemption value has been postponed, the shares held in the Separate Account
(and Annuity Units) may be valued at fair value as determined in good faith by
the Board of Trustees of the Company for the sole purpose of computing annuity
payments.
9.3 DETERMINATION OF SEPARATE ACCOUNT VALUES
The method of determination by the Company of the Net Investment Factor,
and the number and value of Accumulation Units and Annuity Units, will be
conclusive upon the Owner, any assignee, the Annuitant, and any beneficiary.
9.4 DEFERMENT OF BENEFIT PAYMENTS
Separate Account Divisions. The Company reserves the right to defer
determination of the contract values of the Separate Account portion of this
contract, or the payment of benefits under a variable payment plan, until after
the end of any period during which the right to redeem shares of a Portfolio is
suspended, or payment of the redemption value is postponed. Any deferment would
be in accordance with the provisions of the Investment Company Act of 1940 by
reason of closing of, or restriction of trading on, the New York Stock Exchange,
or other emergency, or as otherwise permitted by the Act. In addition, the
Company reserves the right to defer payment of contract values until seven days
after the end of any deferment in the determination of contract values.
Guaranteed Interest Fund. The Company may defer paying contract values of the
Guaranteed Interest Fund for up to six months from the effective date of the
withdrawal or full surrender. If payment is deferred for 30 days or more,
interest will be paid on the withdrawal amounts at an annual effective interest
rate in accordance with the laws of the state in which this contract is
delivered.
9.5 DIVIDENDS
This contract will share in the divisible surplus of the Company, except
while payments are being made under a variable payment plan. This surp
