<PAGE>
Exhibit 10.2
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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.BK.(0803)
SEX NEUTRAL BACK
<PAGE>
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, FEES AND CONVERSION
. Premium Taxes
. Contract Fee
. Conversion of
Investment Accounts
. Withdrawal Charge
SECTION 8. OWNERSHIP
. The Owner
. Transfer of
Ownership
. Naming and Changing a
Successor Owner
. Collateral
Assignment
. Reports to Owners
. Transferability
Restrictions
RR.V.A.BK.(0803)
<PAGE>
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.BK.(0803)
<PAGE>
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.BK.(0803)
Page 3
(GTY.1.5)
<PAGE>
CONTRACT NUMBER 00 000 000
CHARGES AND FEES
DEDUCTION FROM PURCHASE PAYMENTS:
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 CHARGES
(See Section 2.3):
Class A Annuity
and Accumulation Units:
0.50% at Issue; 0.75% Maximum
Class B Annuity
and Accumulation Units:
1.25% at Issue; 1.50% 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.
CONTINUED ON PAGE 4-1
RR.V.A.BK.(0803)
Page 4
(GTY.1.5)
<PAGE>
CONTINUED FROM PAGE 4
CHARGES AND FEES
WITHDRAWAL CHARGE: (See Section 7.4)
The first $100,000 of Net Purchase Payments
paid under the contract start in
Category Eight. The next $400,000 start in
Category Four. All additional Net
Purchase Payments start in Category Two. On
each contract anniversary, any
amount in a category moves to the next
lower category until that amount reaches
Category Zero. On the date on which proof
of death of the Primary Annuitant is
received at the Home Office, Net Purchase
Payments paid prior to the date of
death move to Category Zero.
Withdrawal Withdrawal
Charge
Charge
Category Percentage
---------- ----------
Eight
6%
Seven
6%
Six
6%
Five
5%
Four
4%
Three
3%
Two
2%
One
1%
Zero
0%
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.BK.(0803)
Page 4-1
(GTY.1.5)
<PAGE>
CONTRACT NUMBER 00 000 000
GUARANTEED INTEREST FUND - TABLE OF GUARANTEED VALUES
The table shows minimum guaranteed values
and assumes a $5,000 Purchase Payment
made at the time of issue followed by
subsequent $500 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
$ 5,075
$
4,775
2
2004
5,628
5,298
3
2005
6,189
5,879
4
2006
6,759
6,474
5
2007
7,337
7,082
6
2008
7,925
7,705
7
2009
8,521
8,341
8
2010
9,125
8,990
9
2011
9,739
9,604
10 2012
10,362 10,227
11 2013
10,995 10,860
12 2014
11,637 11,502
13 2015
12,289 12,154
14 2016
12,950 12,815
15 2017
13,621 13,486
16 2018
14,303 14,168
17 2019
14,994 14,859
18 2020
15,696 15,561
19 2021
16,409 16,274
20 2022
17,132 16,997
Age 60 2027
20,914 20,779
Age 65 2032
24,988 24,853
Age 70 2037
29,502 29,367
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.
RR.V.A.BK. (0803)
Page 4A
(GTY.1.5)
<PAGE>
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
Units may be Class A Accumulation
Units or Class B Accumulation Units.
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. Annuity Units may be Class A
Annuity Units or Class B Annuity Units.
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. The Guaranteed Interest Fund may
consist of a Class A Guaranteed
Interest Fund and a Class B Guaranteed
Interest Fund.
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 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.BK.(0803)
5
<PAGE>
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 whose life
this contract is initially issued.
PURCHASE PAYMENT. A payment made by or on
behalf of the Owner with respect to
this contract.
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.
WITHDRAWAL CHARGE. A deduction that is made
from maturity benefits and
withdrawal amounts.
WITHDRAWAL CHARGE FREE AMOUNT. For a
withdrawal, the amount that can be
withdrawn without a Withdrawal Charge prior
to the withdrawal of Net Purchase
Payments.
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).
There may be
Class A and Class B Accumulation Units. The Mortality and
Expense Risk Charge for each class is shown
on page 4. Net Purchase Payments
applied to the Separate Account and
transfers from the Class B Guaranteed
Interest Fund purchase Class B Accumulation
Units until conversion takes place
as described in Section 7.3.
RP.V.A.BK.(0803)
6
<PAGE>
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.BK.(0803)
7
<PAGE>
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).
There may be
Class A and Class B Guaranteed Interest Funds. Net Purchase
Payments applied to the Guaranteed Interest
Fund and amounts transferred from
Class B Accumulation Units into the
Guaranteed Interest Fund are applied to the
Class B Guaranteed Interest Fund until
conversion takes place as described in
Section 7.3. Amounts transferred from Class
A Accumulation Units into the
Guaranteed Interest Fund are applied to the
Class A Guaranteed Interest Fund.
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. The declared rate for the Class A
Guaranteed Interest Fund will always
equal or exceed the declared rate for the
Class B Guaranteed Interest Fund.
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.BK.(0803)
8
<PAGE>
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 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 purchase Class B
Accumulation Units or are applied to the
Class B Guaranteed Interest Fund.
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.
Any transfers of
Class A Accumulation Value purchase Class A Accumulation
Units or are applied to the Class A
Guaranteed Interest Fund. Any transfers of
Class B Accumulation Value purchase Class B
Accumulation Units or are applied to
the Class B Guaranteed Interest Fund.
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.BK.(0803)
9
<PAGE>
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, less any
applicable Withdrawal Charge. The
Withdrawal Charge is described in Section 7.4.
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.
Withdrawals from
the Guaranteed Interest Fund will be withdrawn in
accordance with the Order of Withdrawal
provisions of Section 7.4. Subject to
that order of withdrawal, the first amounts
withdrawn from the Class A
Guaranteed Interest Fund or the Class B
Guaranteed Interest Fund, whichever are
applicable, will be those amounts closest
to expiration of an interest rate
guarantee. 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, less any
applicable Withdrawal Charge (see Section
7.4). 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.BK.(0803)
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<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.BK.(0803)
11
<PAGE>
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.BK.(0803)
12
<PAGE>
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 AND CONVERSION
7.1 PREMIUM TAXES
The Company may
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.
7.3 CONVERSION OF INVESTMENT
ACCOUNTS
On a policy
anniversary some Cl
