See All of This Company's Exhibits

                        
                
EX-99.4ACF
17
e10670_ex99-4acf.txt
FORM OF ENDORSEMENT APPLICABLE TO SEP-IRA CONTRACTS


                                   ENDORSEMENT
                         APPLICABLE TO SEP-IRA CONTRACTS

In this Endorsement, "we", "our" and "us" mean AXA Equitable Life Insurance
Company and "you" and "your" mean the Owner. For purposes of this Endorsement,
references to "Contract" also include "Certificate".

When issued with this Endorsement, and as specified in the Data Pages, this
Contract is issued as a traditional individual retirement annuity contract which
meets the requirements of Section 408(b) of the Code, and which is intended to
be used as a funding vehicle for an employer's simplified employee pension plan
under Section 408(k) of the Code ("SEP-IRA Contract"). This Contract is not
offered to fund salary reduction simplified employee pension (SARSEP) plans.
This Contract is not offered as an inherited traditional IRA.

[APPLICABLE TO A TRUSTEE OR CUSTODIAL IRA OWNER] [If the Owner of this SEP-IRA
Contract is a trustee or custodian under Section 408(a) of the Code and
pertinent Regulations, this SEP-IRA Contract is an annuity contract that may be
used to fund an individual retirement account that meets the requirements of
Section 408(a) of the Code.]

This SEP-IRA Contract is established for the exclusive benefit of you and your
beneficiaries.

Your entire interest under this Contract is not forfeitable.

The provisions of this SEP-IRA Endorsement supersede any inconsistent provisions
of the Contract or any other Rider or Endorsement.

PART I - DEFINITIONS

1. ANNUITANT - The following is added at the end of the existing definition:

You must be both the Annuitant and the Owner.

2. EMPLOYER - The existing definition is replaced by the following:

"Employer" means the employer named in the Data Pages (or a successor employer)
which sponsors and maintains the simplified employee pension plan under Section
408(k) of the Code, also named in the Data Pages.

3. OWNER - The existing definition is replaced by the following:

"Owner" means the individual shown on the Data Pages, who must also be the
Annuitant. Joint Owners are not permitted. The Owner of this Contract cannot be
changed.

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[APPLICABLE TO A TRUSTEE OR CUSTODIAL SEP-IRA OWNER]

[Where the contract is purchased to fund an individual retirement account under
Section 408(a) of the Code, the Owner must be a trustee or custodian meeting the
requirements of that Section and pertinent Regulations. The Annuitant must be
the individual for whose benefit the individual retirement account is
maintained. In such a case "you" and "your" refer to the Annuitant where
required by context.]

4. PLAN - The existing definition is replaced by the following:

"Plan" means the simplified employee pension plan under Section 408(k) of the
Code sponsored by the Employer, both as named in the Data Pages.

5. REQUIRED MINIMUM DISTRIBUTION PAYMENTS - The following definition is added:

"Required Minimum Distribution Payments " means the payments from or with
respect to this Contract that are required by Sections 408(b) and 401(a)(9) of
the Code and are described in Item 10, "Required Minimum Distribution Rules."

PART III - CONTRIBUTIONS AND ALLOCATIONS

6. LIMITS ON CONTRIBUTIONS - The following is added at the end of the existing
Section:

No Contributions will be accepted unless they are in United States currency. We
reserve the right not to accept funds by electronic means unless they meet our
specifications.

We indicate in the Data Pages and in this Item 6 any limits on the type, source
or amount of Contributions we will accept.

Except as otherwise indicated in this Item 6 or the Data Pages, the only
Contributions we accept are the following types of Contributions, as described
in this Item 6: (i) Contributions made by the Employer under the Employer's Plan
(ii) rollover Contributions; or (iii) direct transfer Contributions. We do not
accept regular traditional IRA contributions out of current compensation to this
Contract.

Employer Contributions. The Employer makes Contributions from time to time
pursuant to the terms of its Plan. We are not responsible for determining the
correctness of any Employer Contributions.

Rollover and Direct Transfer Contributions. A "rollover contribution" is one
permitted by any of the following Sections of the Code: 402(c), 402(e)(6),
403(a)(4), 403(b)(8), 403(b)(10), 408(d)(3) and 457(e)(16). A "direct transfer"
contribution is the transfer of amounts to this Contract directly from another
traditional individual retirement account

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or individual retirement annuity contract, which meets the requirements of
Section 408 of the Code.

SIMPLE IRA Limits. No Contributions will be accepted under a SIMPLE IRA plan
established by any employer pursuant to Section 408(p) of the Code. Also, no
transfer or rollover of funds attributable to contributions made by a particular
employer under its SIMPLE IRA plan will be accepted from a SIMPLE IRA, that is,
an IRA used in conjunction with a SIMPLE IRA plan, prior to the expiration of
the 2-year period beginning on the date you first participated in that
employer's SIMPLE IRA plan.

Other temporary rules. An individual eligible to do so may make a repayment of a
qualified reservist distribution described in Section 72(t)(2)(G) of the Code
during the 2-year period beginning on the day after the end of the active duty
period or by August 17, 2008, if later.

PART VI - PAYMENT UPON DEATH

7. BENEFICIARY - The following sentence is added at the end of the third
paragraph of the existing Section:

Unless you specifically elect in writing otherwise, we will treat each
Beneficiary's share of the Death Benefit payable as a separate account for the
benefit of each Beneficiary as described in Treasury Regulation Section
1.401(a)(9)-8 Q&A A-2(a)(2) or any successor Regulation.

8. PAYMENT UPON DEATH - The following is added at the end of the existing
Section:

Payment upon death is subject to the "Required Minimum Distribution" rules of
Sections 408(b) and 401(a)(9) of the Code. See Item 10, "Required Minimum
Distribution Rules".

Under either of the following two alternative circumstances a Death Benefit
payable as described in this Item 8 will not be distributed at your death before
the Maturity Date and the coverage under this Contract will continue as
described in paragraphs (1) or (2) below, whichever is applicable. Your death
may terminate an optional benefit described in a Rider to your SEP-IRA Contract
as described below. See Attachment A to this Endorsement.

[Applicable to a trustee or custodial SEP-IRA Owner]

[If the Owner and the Annuitant are different because the Owner of the Contract
is a trustee or custodian under Section 408(a) of the Code and pertinent
Regulations, in this Item 8, "you" refers to the Annuitant.]

(1)  If you are married at the time of your death, and the only person named as
     your Beneficiary under the Contract is your surviving spouse, and your
     surviving spouse

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     elects the "Spousal Continuation" option under your Contract, then no Death
     Benefit will become payable until after your surviving spouse's death.

(2)  If the "Beneficiary Continuation Option" described in Item 9 is in effect.

[Applicable to a trustee or custodial SEP-IRA Owner]

[If the Owner and the Annuitant are different because the Owner of the Contract
is a trustee or custodian under Section 408(a) of the Code and pertinent
Regulations, in this Item 8, "you" refers to the Annuitant and your spouse can
be named successor Annuitant.]

     Terms Applicable to Spousal Continuation

     To elect Spousal Continuation your surviving spouse must be Age [85] or
     younger at the date of your death. Such election shall be made no later
     than the Payment Transaction Date.

     Upon your surviving spouse's election to continue the Contract, the Annuity
     Account Value of the Contract will be reset, as of the date we receive the
     Beneficiary Requirements described in Item 8, "Payment Upon Death", to
     equal the greater of (i) the Annuity Account Value or (ii) the Guaranteed
     Minimum Death Benefit. Any additional amount of Annuity Account Value will
     be allocated in accordance with the current allocation instructions on
     file.

     [The effect of death on any optional rider for a Contract with Spousal
     Continuation is shown in "Effect of Death on any Applicable Optional
     Rider", See Attachment A, to this Endorsement.]

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The following Section is added at the end of Part VI:

9.   BENEFICIARY CONTINUATION OPTION.

Except as otherwise provided herein, this Item 9 will apply only if you die
before the Maturity Date and a Death Benefit is payable. The Beneficiary named
in this Contract must be an individual.

With the exception of the following paragraph, this Item 9 does not apply to any
Beneficiary that is not an individual, and that non-individual Beneficiary's
portion of the Death Benefit described in the "Payment Upon Death" Section of
this Contract is payable to the Beneficiary.

This Item 9 applies to a non-individual Beneficiary only if it is a "see-through
trust". A see-through trust is an irrevocable trust, valid under state law, the
only beneficiaries of which are individuals, and which trust has met applicable
documentation requirements under applicable Regulations as we may determine. If
such a "see-through trust" described in Treasury Regulation Section
1.401(a)(9)-4 Q&A A-5, or any successor Regulation, is the Beneficiary named in
the "Beneficiary" Section of this Contract the individual used as the measuring
life for calculating payments is the oldest beneficiary of such trust.

If this Item 9 applies and there is more than one Beneficiary, the Annuity
Account Value (or if greater, the Guaranteed Minimum Death Benefit on the
Payment Transaction Date we receive all Beneficiary Requirements) will be
apportioned among your Beneficiaries as you designate pursuant to the
"Beneficiary" Section of this Contract.

If the Beneficiary qualifies to continue this Contract, and we receive that
Beneficiary's completed election no later than September 30 of the calendar year
following the calendar year of your death and before any contrary election is
made, that Beneficiary may continue your Contract pursuant to this Item 9 under
the terms set forth in (a) through (h) below. Each such Beneficiary electing to
continue his or her portion of the interest under this Contract is a
"Continuation Beneficiary". For any Beneficiary who does not timely elect to
continue his or her portion of the interest under this Contract, we will pay in
a single sum that Beneficiary's share of the Death Benefit pursuant to the
"Payment Upon Death" Section of this Contract.

     a.   Each Continuation Beneficiary will automatically become the Owner as
          defined in this Contract with respect to that Continuation
          Beneficiary's portion of the interest in this Contract. If you have
          specifically elected under Item 7 of this Endorsement that we not
          separately account for each Beneficiary's portion of the interest in
          this Contract, the oldest Continuation Beneficiary will be the
          individual used as the measuring life for purposes of calculating the
          Required Minimum Distribution payments in Item 10, Part B (Minimum
          Distribution Rules-Required Payments After Death).

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     b.   If the Annuity Account Value is less than the Guaranteed Minimum Death
          Benefit on the Payment Transaction Date we receive all Beneficiary
          Requirements, then we will reset such Annuity Account Value to equal
          such Guaranteed Minimum Death Benefit (plus the amount attributable to
          any optional enhanced Death Benefit rider), and the Continuation
          Beneficiary's share of the interest in this Contract will be
          determined after any such reset.

     c.   The Continuation Beneficiary may transfer amounts among the Investment
          Options with respect to the Continuation Beneficiary's share of the
          interest in this Contract.

     d.   The Continuation Beneficiary cannot make any additional Contributions
          to this Contract.

     e.   Distributions to the Continuation Beneficiary with respect to that
          Continuation Beneficiary's portion of the interest in this Contract
          will be made in accordance with requirements described in Item 10,
          Part B (Minimum Distribution Rules-Required Payments After Death).

     f.   A Continuation Beneficiary may withdraw the Annuity Account Value
          apportioned to such Continuation Beneficiary at any time; withdrawals
          made after we have received a Continuation Beneficiary's election to
          continue this Contract are not subject to a Withdrawal Charge.

     g.   Upon a Continuation Beneficiary's death, we will make a single sum
          payment to the person designated by the deceased Continuation
          Beneficiary to receive that deceased Continuation Beneficiary's
          portion of the Annuity Account Value, if any remains. In the
          alternative, the deceased Continuation Beneficiary's designated
          Beneficiary may elect to continue the payment method originally
          elected by the deceased Continuation Beneficiary in accordance with
          paragraph (b)(1) or (b)(2) of Item 10, Part B (Minimum Distribution
          Rules-Required Payments After Death).

     h.   The Continuation Beneficiary may not assign his/her share of the
          interest in this Contract. This Contract cannot be assigned and must
          continue in your name for benefit of your Continuation Beneficiary.

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PART VII - ANNUITY BENEFITS IS CHANGED TO "ANNUITY BENEFITS AND REQUIRED MINIMUM
DISTRIBUTIONS".

The following Section is added at the end of Part VII:

10.  REQUIRED MINIMUM DISTRIBUTION RULES.

This Contract is subject to these "Required Minimum Distribution" rules of
Sections 408(b) and 401(a)(9) of the Code and the Treasury Regulations which
apply.

Part A of this Item 10 describes the Required Minimum Distributions to be made
during your lifetime. Part B of this Item 10 describes the Required Minimum
Distributions to be made after your death, if you die before your entire
interest in this Contract is distributed to you. The Required Minimum
Distribution Rules may be satisfied by either electing an Annuity Benefit or by
taking withdrawals at least annually from or with respect to your entire
interest in this Contract, all as subject to these rules.

If you choose annual withdrawals, your annual Required Minimum Distribution
payments calculated for this Contract may be made from this Contract or from
another traditional individual retirement arrangement that you maintain,
pursuant to Treasury Regulations. If you do not take Required Minimum
Distribution payments from this Contract, we will assume that you are taking
them from another traditional individual retirement arrangement that you
maintain.

For purposes of both the "lifetime" Required Minimum Distribution rules and the
Required Minimum Distribution rules after death, the following definitions and
conditions apply:

     Your "entire interest" in this Contract for purposes of the Required
     Minimum Distribution Rules. Your "entire interest" in this Contract
     includes the amount of any outstanding rollover, transfer and
     recharacterization under Q&As-7 and -8 of Treasury Regulation Section
     1.408-8 or any successor Regulation and, in addition to the dollar amount
     credited, the actuarial present value of any additional benefits provided
     under this SEP-IRA contract, such as survivor benefits in excess of the
     dollar amount credited.

     Required Beginning Date. Your "Required Beginning Date" is the first day of
     April following the calendar year in which you attain age 70 1/2. This is
     the latest date when your lifetime Required Minimum Distribution payments
     with respect to this Contract can start.

A.   REQUIRED MINIMUM DISTRIBUTION RULES -- PAYMENTS DURING YOUR LIFE

Notwithstanding any provision of this Contract to the contrary, the distribution
of your interest in this Contract shall be made in accordance with the
requirements of Section

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408(b)(3) of the Code and the Treasury Regulations thereunder, the provisions of
which are herein incorporated by reference. Prior to the date that this Contract
is annuitized the distribution of your interest in this Contract must satisfy
the requirements of Section 408(a)(6) of the Code and the Regulations
thereunder.

Your entire interest in this Contract will be distributed or begin to be
distributed no later than your Required Beginning Date defined above. Your
entire interest may be distributed, as you elect, over (a) your life, or the
lives of you and your designated Beneficiary, or (b) a period certain not
extending beyond your life expectancy, or the joint and last survivor expectancy
of you and your designated Beneficiary.

These "lifetime" Required Minimum Distribution payments must be made in periodic
payments at intervals of no longer than 1 year and must be either nonincreasing
or they may increase only as provided in Q&A A-14 of Treasury Regulation Section
1.401(a)(9)-6 or any successor Regulation. In addition, any distribution must
satisfy the incidental benefit requirements specified in Q&A A-2 of Treasury
Regulation Section 1.401(a)(9)-6 or any successor Regulation.

The distribution periods described in the second preceding paragraph cannot
exceed the periods specified in Section 1.401(a)(9)-6 of the Treasury
Regulations or any successor Regulation.

The first lifetime Required Minimum Distribution payment can be made as late as
April 1 of the year following the year you attain age 70 1/2 and must be the
payment that is required for one payment interval. The second payment need not
be made until the end of the next payment interval.

B.   MINIMUM DISTRIBUTION RULES-REQUIRED PAYMENTS AFTER DEATH

(a) Death On or After Lifetime Required Minimum Distribution Payments Commence.
If you die on or after lifetime Required Minimum Distribution payments commence,
any remaining portion of your interest will continue to be distributed under the
Annuity Benefit or other option chosen under the Contract.

(b) Death Before Lifetime Required Minimum Distribution Payments Commence. If
you die before lifetime Required Minimum Distribution Payments commence, your
entire interest will be distributed at least as rapidly as follows:

     (1) If your designated Beneficiary is someone other than your surviving
     spouse as described in the immediately following paragraph, your entire
     interest will be distributed, starting by the end of the calendar year
     following the calendar year of your death, over the remaining life
     expectancy of the designated Beneficiary, with such life expectancy
     determined using the age of the Beneficiary as of his or her birthday in
     the year following the year of your death. In the alternative, the
     Beneficiary may elect to take distribution of your entire interest in
     accordance with this Item 10, Part B, paragraph (b)(3) below.

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     (2) If your sole designated Beneficiary is your surviving spouse, your
     entire interest will be distributed, starting by the end of the calendar
     year following the calendar year of your death (or by the end of the
     calendar year in which you would have attained age 70 1/2, if later), over
     such surviving spouse's life. In the alternative, your surviving spouse may
     elect to take distribution of your entire interest in accordance with Item
     10, Part B, paragraph (b)(3) below. If your surviving spouse dies before
     these required distributions commence to him or her, your remaining
     interest will be distributed, starting by the end of the calendar year
     following the calendar year of your surviving spouse's death, over your
     spouse's designated beneficiary's remaining life expectancy determined
     using such beneficiary's age as of his or her birthday in the year
     following the death of your spouse. In the alternative, that beneficiary
     may elect to take distribution of your entire interest in accordance with
     Item 10, Part B, paragraph (b)(3) below. If your surviving spouse dies
     after these required distributions commence to him or her, any remaining
     interest will continue to be distributed under the Annuity Benefit or other
     option chosen under the Contract.

     (3) If there is no individual designated as Beneficiary, or if the
     applicable Beneficiary chooses this alternative, the entire interest will
     be distributed by the end of the calendar year containing the fifth
     anniversary of your death (or of your surviving spouse's death in the case
     of the surviving spouse's death before distributions are required to begin
     under this Item 10 Part B, paragraph (b)(2) above).

     (4) Life expectancy is determined using the Single Life Table in Q&A-1 of
     Treasury Regulation Section 1.401(a)(9)-9 or any successor Regulation. If
     distributions are being made to a surviving spouse as the sole designated
     Beneficiary, such spouse's remaining life expectancy for a year is the
     number in the Single Life Table corresponding to such spouse's age in the
     year. In all other cases, remaining life expectancy for a year is the
     number in the Single Life Table corresponding to the Beneficiary's age in
     the year specified in paragraph (b)(1) or (b)(2) of this Item 10, Part B
     and reduced by 1 for each subsequent year.

(c) If the designated Beneficiary is your surviving spouse, and the Spousal
Continuation option (as described above in Item 8) is elected, distribution of
your interest need not be made until your surviving spouse's Required Beginning
Date for lifetime Required Minimum Distributions described above in this Item
10, Part B or your surviving spouse's death if earlier.

(d) For purposes of paragraphs (a) and (b) of this Item 10 above, Required
Minimum Distributions are considered to commence on your Required Beginning Date
defined above in this Item 10 or, if applicable, on the date distributions are
required to begin to the surviving spouse under paragraph (b)(2) above. However,
if distributions start prior to the applicable date in the preceding sentence,
on an irrevocable basis (except for acceleration) under an annuity contract
meeting the requirements of Treasury Regulation Section 1.401(a)(9)-6 or any
successor Regulation, then required distributions are considered to commence on
the annuity starting date.

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PART VIII-CHARGES

11. WITHDRAWAL CHARGES. The following is added at the end of the existing
Section:

We reserve the right to waive the Withdrawal Charge on Required Minimum
Distribution payments.

PART IX - GENERAL PROVISIONS

12. STATUTORY COMPLIANCE - The following is added at the end of the existing
Section:

If this Contract fails to qualify as an individual retirement annuity under
Section 408(b) of the Code, we will have the right to terminate this Contract.
We may do so upon receipt of notice of such fact, before the Maturity Date. In
that case we will pay the Annuity Account Value less a deduction for the part
which applies to any Federal income tax payable by you which would not have been
payable with respect to an individual retirement annuity which meets the terms
of Sections 408(b) of the Code.

However, we may also, at your request, transfer the Annuity Account Value to
another annuity contract issued by an affiliate, subsidiary or us.

13. REPORTS AND NOTICES - The following is added at the end of the existing
Section:

We will send you a report as of the end of each calendar year showing the status
of the Contract and any other reports required by the Code. We will also send to
you information on Required Minimum Distributions as is prescribed by the
Commissioner of Internal Revenue.

14. ASSIGNMENTS AND TRANSFERABILITY - The existing Section is replaced by the
following:

You may not transfer this Contract.

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No portion of your interest in this Contract or your rights under this Contract
may be sold, assigned, pledged or transferred to any person other than the
issuer of this Contract, or discounted, encumbered or pledged as collateral for
a loan or as security for the performance of an obligation.

AXA EQUITABLE LIFE INSURANCE COMPANY

/s/ Christopher M. Condron                   /s/ Karen Field Hazin
--------------------------                   ---------------------
Christopher M. Condron                       Karen Field Hazin, Vice President,
President and Chief Executive Officer        Secretary and Associate General
                                             Counsel

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                                  ATTACHMENT A

[THE FOLLOWING TEXT WILL APPEAR ONLY FOR SINGLE OWNER CONTRACTS WHEN THE
APPLICABLE OPTIONAL RIDER HAS BEEN ELECTED.]

Single Owner Contract if Spousal Continuation is elected:

     [APPLICABLE IF AN OPTIONAL GUARANTEED MINIMUM DEATH BENEFIT RIDER IS
     ELECTED]

[Effect of Death on the Guaranteed Minimum Death Benefit ("GMDB") Rider

     If the surviving spouse is age [75/80] or younger on the date of death of
     the original Owner, and the Owner was age [84] or younger at death, a GMDB
     that by its terms accumulates to Owner age [85] will instead accumulate to
     age [85] of the surviving spouse.

     If the surviving spouse is age [75/80] or younger on the date of death of
     original Owner and the Owner was [85] or older at death, we will reinstate
     the GMDB you elected. The GMDB will continue to grow according to its terms
     until the Contract Date Anniversary following the date the surviving spouse
     reaches age [85].

     If the surviving spouse is age [76/81] or over on the date of the Owner's
     death, the optional GMDB elected by the original Owner and its charge will
     be discontinued.

     If the optional GMDB continues, the GMDB/Guaranteed Minimum Income Benefit
     roll up benefit base reset, if applicable, will be based on the surviving
     spouse's age. The next available reset will be based on the contract issue
     date or last reset, as applicable.]

     [APPLICABLE ONLY IF THE OPTIONAL EARNINGS ENHANCEMENT BENEFIT DEATH BENEFIT
     RIDER IS ELECTED]

     [EFFECT OF DEATH ON THE EARNINGS ENHANCEMENT BENEFIT DEATH BENEFIT RIDER

     The Earnings Enhancement Benefit Death Benefit Increment accrued as of the
     date we receive due proof of the original Owner's death will be added to
     the Annuity Account Value (in addition to any amount of accrued GMDB that
     is added). If the surviving spouse is age [76] or older on the date of the
     Owner's death, the benefit does not remain in effect and the Earnings
     Enhancement Benefit Death Benefit charge no longer applies. If the Death
     Benefit is payable under the Contract, the Earnings Enhancement Benefit
     Death Benefit will also be paid in accordance with its terms. If the
     surviving spouse elects to continue the Contract and become the sole Owner
     and is age [75] or younger on the date of the original Owner's death, then
     the Earnings Enhancement Benefit Death Benefit rider will remain in effect
     in accordance with its terms and the following:

     The surviving spouse's age at the Owner's date of death will determine the
     Earnings Enhancement Benefit Death Benefit Increment applicable upon the
     surviving spouse's death. The Earnings Enhancement Benefit Death Benefit
     Increment is then frozen on the Contract Date Anniversary following the
     surviving spouse's [80]th birthday.

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     If the Earnings Enhancement Benefit Death Benefit Increment had been frozen
     because the Owner had attained age [80], we will restore the benefit if the
     surviving spouse is age [75] or younger as of the date of the Owner's
     death.

     The total amount of the new Annuity Account Value, including any amounts
     added because of the GMDB and the Earnings Enhancement Benefit Death
     Benefit Increment will be the new Earnings Enhancement Benefit
     Contributions under the Earnings Enhancement Benefit Death Benefit Rider
     for purposes of the Earnings Enhancement Benefit Death Benefit Increment
     payable upon the surviving spouse's death.]

     [APPLICABLE ONLY IF THE OPTIONAL GUARANTEED MINIMUM INCOME BENEFIT IS
     ELECTED]

     [EFFECT OF DEATH ON THE GUARANTEED MINIMUM INCOME BENEFIT ("GMIB") RIDER

     The GMIB features on the Contract Date are based on the original Owner's
     age. If the Owner dies and the surviving spouse elects to become sole Owner
     in accordance with the provisions of this benefit, and is age [84] or
     younger at the time the Owner died, the GMIB crediting continues until the
     Contract Date Anniversary following the surviving spouse's [85]th birthday
     unless the benefit cannot be continued as described below. If the rider had
     terminated and GMIB crediting had stopped due to the Owner having attained
     age [85], we do not reinstate GMIB crediting for the surviving spouse and
     the GMIB charge no longer applies.

     The age and Contract Date Anniversary limitations applicable to exercise of
     GMIB are based on (i) the surviving spouse's age at the Owner's date of
     death and (ii) the original Contract Date. If the Owner dies and the
     surviving spouse is age [85] or older or will be over age [85] before the
     first GMIB exercise date, the benefit does not remain in effect and the
     charge no longer applies.]

     [APPLICABLE ONLY IF THE OPTIONAL PRINCIPAL GUARANTEE BENEFIT ("PGB") IS
     ELECTED]
     [EFFECT OF DEATH ON PRINCIPAL GUARANTEE BENEFIT ("PGB")

     Upon the death of the Owner, the Principal Guarantee Benefit continues and
     is based on the same Benefit Maturity Date and Guaranteed Minimum Value.]

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