ANNUITY INVESTORS LIFE INSURANCE COMPANY^®
ANNUITY INVESTORS^® VARIABLE ACCOUNT B
THE COMMODORE INDEPENDENCE^®
INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES
PROSPECTUS DATED JULY 23, 2007

This prospectus describes individual and group flexible premium deferred annuity contracts. The individual contracts and interests in the group contracts are referred to in this prospectus as the “Contracts.” Annuity Investors Life Insurance Company^® (the “Company”) is the issuer of the Contracts. The Contracts are available for tax-qualified and non-tax-qualified annuity purchases. The Contracts offer tax-deferred treatment of earnings, Annuity Benefits, two optional guaranteed withdrawal benefits, and a Death Benefit. The tax treatment of annuities is discussed in the Federal Tax Matters section of this prospectus. The Contracts offer both variable and fixed investment options.

The variable investment options are Subaccounts of Annuity Investors^® Variable Account B (the “Separate Account”). The Contracts currently offer 46 Subaccounts. Each Subaccount invests in shares of a registered investment company or a portfolio of a registered investment company (each, a “Portfolio”). The Portfolios are listed below.

The fixed investment options are provided through the Company’s Fixed Account. The Contracts currently offer 2 fixed investment options: the Fixed Accumulation Account option and the Fixed Account One-Year Guarantee option. This prospectus includes information you should know before investing in the Contracts. This prospectus is not complete without the current prospectuses for the Portfolios. Please keep this prospectus and the Portfolio prospectuses for future reference.

A Statement of Additional Information (“SAI”), dated May 1, 2007, contains more information about the Separate Account and the Contracts. The SAI is part of this prospectus. The table of contents for the SAI is printed on the last page of this prospectus. For a free copy of the SAI, complete and return the form on the last page of this prospectus, or call us at 1-800-789-6771. You may also access the SAI (as well as all other documents filed with the Securities and Exchange Commission (“SEC”) with respect to the Contracts, the Separate Account or the Company) at the SEC’s web site: www.sec.gov. The registration number for the Contracts is 333-51955.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This prospectus relates to 2 versions of The Commodore Independence contract—the 2007 version and the 1998 version.

The 2007 version is not available in all states. To find out which version of the Contract is available in the state where you live, contact us at our Administrative Office, P.O. Box 5423, Cincinnati, OH 45201-5423, 1-800-789-6771.

Some provisions in the 2007 version differ from the corresponding provisions in the 1998 version. We have noted these differences in this prospectus. Please refer to the form number on your Contract or certificate to determine the applicable Contract version.

2007 Version Form Numbers		1998 Version Form Numbers
P 1813206 (individual contract)		A 802 (NQ98)-3 and A 802 (Q98)-3 (individual contracts)
G 2010407 (group contract)		G 802 (99)-3 (group contract)
C 2010507 (participant certificate )		G 802 (99)-3 (participant certificate)

For assistance in identifying the version of the Contract that you own or the group Contract under which you are a participant, contact us at our Administrative Office, P.O. Box 5423, Cincinnati OH 45201-5423, 1-800-789-6771.

Right to Cancel

You may cancel a Contract within 20 days after you receive it. The right to cancel may be longer in some states. In many states, you will bear the risk of investment gain or loss on any amounts allocated to the Subaccounts prior to cancellation. The right to cancel may not apply to group Contracts. The right to cancel is described more fully in the Right to Cancel section of this prospectus.

Riders

This contract offers two optional riders that provide guaranteed withdrawal benefits (the “Riders”)—the Guaranteed Living Withdrawal Benefit Rider and the Guaranteed Minimum Withdrawal Benefit Rider. The Riders may not be available in all states and may not be available with Contracts issued before September 7, 2007. If your Contract was issued in connection with an employer plan, the availability of the Riders may be restricted. For additional information about the availability of the Riders, contact us at our Administrative Office, P.O. Box 5423, Cincinnati, OH 45201-5423, 1-800-789-6771.

Overview

A brief overview of the Contracts is included on pages 6-8 of this prospectus.

TABLE OF CONTENTS

DEFINITIONS			1
EXPENSE TABLES			3
Contract Owner Transaction Expenses			3
Annual Contract Maintenance Fee			3
Separate Account Annual Expenses			3
Total Annual Portfolio Operating Expenses			4
Examples			5
FINANCIAL INFORMATION			6
Condensed Financial Information			6
Financial Statements			6
OVERVIEW			6
What is the Separate Account?			6
What Are the Contracts?			6
What Benefits Are Available under the Contract?			7
What Are the Risks Related to the Contract?			7
How Do I Purchase or Cancel a Contract?			7
Will Any Charges or Penalties Apply if I Make Withdrawals or Surrender a Contract?			7
What Other Charges and Deductions Apply to the Contract?			7
How Do I Contact the Company?			8
THE PORTFOLIOS			9
Portfolios			9
Additions or Substitutions of Portfolios			12
CHARGES AND DEDUCTIONS			13
Charges and Deductions by the Company			13
Contract Maintenance Fee			13
Transfer Fee			13
Administration Charge			14
Mortality and Expense Risk Charge			14
Guaranteed Living Withdrawal Benefit Rider Charge			14
Guaranteed Minimum Withdrawal Benefit Rider Charge			15
Premium Taxes			15
Discretionary Waivers of Charges			15
Expenses of the Portfolios			15
PURCHASE PAYMENTS AND ALLOCATIONS TO INVESTMENT OPTIONS			16
Purchase Payments			16
Current Restrictions on Purchase Payment Amounts			16
Allocations to Investment Options			17
Additional Information about Fixed Account Options			17
Current Restrictions on Allocations			17
Renewal of Fixed Account One-Year Guarantee Period Option			18
TRANSFERS			19
Transfers			19
Current Restrictions on Transfers			19
Automatic Transfer Programs			19
How to Request a Transfer			20
Changes in or Termination of Automatic Transfer Programs			21
Transfer Restrictions Related to Active Trading Strategies			21
WITHDRAWALS AND SURRENDERS			22
Restrictions and Charges on Withdrawals and Surrenders			22
Deferral of Payment			23
Systematic Withdrawal			23
GUARANTEED LIFETIME WITHDRAWAL BENEFIT			24
Guaranteed Lifetime Withdrawal Benefit			24
Introduction			24

Rider Charge			25
Designated Subaccounts			25
Impact of the Rider on the Contract			25
Benefit Base Amount Before the Benefit Start Date			25
Rollup Base Amount			25
Reset Base Amount			26
Examples of Benefit Base Amount Calculation			26
Lifetime Withdrawals			27
Example of Impact of Excess Withdrawal on Benefits			28
Impact of Rider Benefit Payments and Charges			28
Reset Opportunities			29
Spousal Benefit			29
Impact on Outstanding Loans			30
Termination of the Rider			30
Declining the Rider			30
GUARANTEED MINIMUM WITHDRAWAL BENEFIT			31
Guaranteed Minimum Withdrawal Benefit			31
Introduction			31
Rider Charge			31
Designated Subaccounts			32
Impact of the Rider on the Contract			32
Benefit Base Amount			32
Minimum Withdrawals			32
Duration of Benefits			33
Example of Impact of Excess Withdrawal on Benefits			34
Impact of Rider Benefit Payments and Charges			34
Reset Opportunities			35
Impact on Outstanding Loans			35
Termination of the Rider			35
Declining the Rider			35
CONTRACT LOANS			36
TERMINATION			36
OTHER INFORMATION			37
Reports and Confirmations			37
Householding			37
Electronic Delivery of Required Documents			37
Voting of Portfolio Shares			37
ANNUITY BENEFIT			38
Annuity Benefit			38
Annuity Commencement Date			38
Form of Annuity Benefit			39
Person Who Receives Annuity Benefit Payments			39
DEATH BENEFIT			40
Death Benefit			40
Death Benefit Amount			40
Example of Determination of Death Benefit Amount			41
Death Benefit Commencement Date			41
Allocations and Transfers of Death Benefit Amount			41
Form of Death Benefit			42
Application of a Death Benefit to a Settlement Option			42
Person Who Receives Death Benefit Payments			43
Step Up in Account Value for Successor Owner			43
SETTLEMENT OPTIONS			44
Settlement Options			44
Payments under Settlement Options			44
Considerations in Selecting a Settlement Option and Payment Forms			45
THE CONTRACTS			45

Right to Cancel			45
Ownership Provisions			46
Owner			46
Successor Owner			46
Joint Owners			46
Transfer of Ownership			46
Assignment			46
Annuitant Provisions			47
Annuitant			47
Beneficiary Provisions			47
Payees under the Contract			48
Payees			48
Designation of Other Payees			48
ANNUITY INVESTORS LIFE INSURANCE COMPANY®			49
THE SEPARATE ACCOUNT			49
DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS			50
FEDERAL TAX MATTERS			51
Tax Deferral on Annuities			51
Tax-Qualified Retirement Plans			51
Individual Retirement Annuities			51
Roth IRAs			52
Tax-Sheltered Annuities			52
Texas Optional Retirement Program			52
Pension, Profit–Sharing, and 401(k) Plans			52
Roth TSAs and Roth 401(k)s			52
Governmental Deferred Compensation Plans			52
Nonqualified Deferred Compensation Plans			52
Summary of Income Tax Rules			53
Required Minimum Distributions			54
CALCULATION OF BENEFIT PAYMENTS			55
Fixed Dollar Payments			55
Variable Dollar Payments			55
GLOSSARY OF FINANCIAL TERMS			56
Account Value			56
Accumulation Units			56
PERFORMANCE INFORMATION			58
Yield Data			58
Total Return Data			58
Other Performance Measures			58
THE REGISTRATION STATEMENT			59
STATEMENT OF ADDITIONAL INFORMATION			60
APPENDIX A: CONDENSED FINANCIAL INFORMATION			61
APPENDIX B: PORTFOLIOS			72
AIM Variable Insurance Funds			72
American Century Variable Portfolios, Inc.			73
Calamos® Advisors Trust			74
Davis Variable Account Fund, Inc.			74
Dreyfus Portfolios			74
DWS Investments VIT Funds			75
Financial Investors Variable Insurance Trust			76
Franklin Templeton Variable Insurance Products Trust			76
Janus Aspen Series			77
Oppenheimer Variable Account Funds			78
PIMCO Variable Insurance Trust			78
Van Kampen-The Universal Institutional Funds, Inc.			78
Wilshire Variable Insurance Trust			79
APPENDIX C: TRANSFER RESTRICTIONS			81

Restrictions on Transfers; Disruptive Trading, Market Timing and Frequent Transfers			81
U.S. Mail Restrictions on Persons Engaged in Harmful Trading Practices			81
U.S Mail Restrictions on Managers of Multiple Contracts			81
Other Restrictions			82

The capitalized terms defined on this page will have the meanings given to them when used in this prospectus. Other terms that have a specific meaning under the Contracts, but which are not defined on this page, will be explained in the section of this prospectus where they are primarily used.

Account Value

The aggregate value of your interest in all of the Subaccounts and the Fixed Account options as of the end of any Valuation Period.

Accumulation Unit

A unit of measure used to calculate the value of a Subaccount before the Commencement Date. The value of an Accumulation Unit is referred to as the “Accumulation Unit Value.” See the Glossary of Financial Terms section of this prospectus for an explanation of how Accumulation Unit Values are calculated.

Annuitant

The natural person on whose life Annuity Benefit payments are based. More information about the Annuitant is included in the Contracts section of this prospectus.

Annuity Benefit

The payments that may be made under the Annuity Benefit section of the Contract.

Beneficiary

The person entitled to receive any Death Benefit under this Contract. More information about the Beneficiary is included in the Contract section of the prospectus.

Benefit Unit

A unit of measure used to determine the dollar value of any variable dollar payments after the Commencement Date. The value of a Benefit Unit is referred to as the “Benefit Unit Value.” See the Calculation of Benefit Payments and the Glossary of Financial Terms section of this prospectus for additional information about Benefit Units and an explanation of how Benefit Unit Values are calculated.

Contract Anniversary

The date in each year that is the annual anniversary of the Contract effective date. The Contract effective date is the date that the Contract is issued. The Contract effective date is set out on the Contract specifications page.

Contract Year

Each 12 month period that begins on the Contract effective date or on a Contract Anniversary.

Company

Annuity Investors Life Insurance Company^®.

Ø

The words “we” “us” and “our” in this prospectus also refer to Annuity Investors Life Insurance Company®.

Commencement Date

The Annuity Commencement Date if an Annuity Benefit is payable or the Death Benefit Commencement Date if a Death Benefit is payable.

•		The Annuity Commencement Date is the first day of the first payment interval for which an Annuity Benefit payment is to be made. The Annuity Commencement Date is shown on the Contract specifications page.
•		The Death Benefit Commencement Date is (1) the first day of the first payment interval for a Death Benefit that is paid as periodic payments or (2) the date of payment for a Death Benefit that is paid as a lump sum.

Contract

An individual contract or interest in a group contract described in this prospectus.

Death Benefit

The benefit described in the Death Benefit section of the Contract.

Fixed Account

The Fixed Account is part of the Company’s general account. The Fixed Account options are listed in the “Allocations to Investment Options” section of this prospectus.

Owner

For purposes of this prospectus, references to Owner mean (1) the owner of an individual annuity contract or (2) the participant in a group annuity contract (even though the participant is not the owner of the group contract itself).

Ø

The words “you” and “your” in this prospectus also refer to the Owner as defined above.

Portfolio

A registered investment company or a portfolio of a registered investment company in which the corresponding Subaccount invests. The Portfolios are listed on the cover page of this prospectus.

Purchase Payments

An amount paid to us for this Contract, less any fee charged by the person remitting payments and the deduction of applicable premium or other taxes.

Separate Account

Annuity Investors Variable Account B, which is an account that was established and is maintained by the Company.

Subaccount

A subdivision of the Separate Account. Each Subaccount invests in the shares of the corresponding Portfolio listed on the cover page of this Prospectus.

SEC

Securities and Exchange Commission.

Tax Qualified Contract

A contract that is intended to qualify for special tax treatment for retirement savings. The Contract specifications page indicates whether this Contract is a Tax-Qualified Contract.
Valuation Date
Each day on which the New York Stock Exchange is open for business.

Valuation Period

The period starting at the close of regular trading on the New York Stock Exchange on any Valuation Date and ending at the close of trading on the next succeeding Valuation Date.

Written Request

Information provided to us or a request made to us that is:

•

complete and satisfactory to us and

•

on our form or in a manner satisfactory to us and

•

received by us at our Administrative Office, P.O. Box 5423, Cincinnati, Ohio 45201-5423.

A Written Request may, at our discretion, be made by telephone or electronic means.

We will treat a Written Request as a standing order. It may be modified or revoked only by a subsequent Written Request, when permitted by the terms of the Contract. A Written Request is subject to (1) any payment that we make before we acknowledge the Written Request and (2) any other action that we take before we acknowledge the Written Request.

These tables describe the fees and expenses you will pay when you buy or hold the Contract. No charges are imposed when you withdraw amounts from or surrender the Contract.

The first table describes the fees and expenses that you will pay at the time you buy the Contract, make a transfer between investment options, or borrow money under the Contract. Premium taxes may also be deducted.

Contract Owner Transaction Expenses

		Current				Maximum
Sales load imposed on Purchase Payments		None				None
Sales load imposed on withdrawals or on surrenders		None				None
Transfer Fee * This fee currently applies to transfers in excess of 12 in any Contract Year.		$	25	*		$	30
Annual Automatic Transfer Program Fee		None				$	30
Annual Systematic Withdrawal Fee		None				$	30

Current Loan Interest Spread**			3.00	%

The next table describes the fees and expenses that you will pay periodically during the time that you own the Contract, not including Portfolio fees and expenses.

Annual Contract Maintenance Fee

Annual Contract Maintenance Fee		$	40

Separate Account Annual Expenses

Separate Account annual expenses are shown as a percentage of the average value of the Owner’s interest in the Subaccounts.

		Standard												Enhanced Contracts With
		Contracts				Enhanced Contracts*								Administration Charge Waived*
Mortality and Expense Risk Charge			1.25	%			0.95	%			0.75	%			0.95	%			0.75	%
Administration Charge			0.15	%			0.15	%			0.15	%			0.00	%			0.00	%
Total Separate Account Annual Expenses			1.40	%			1.10	%			0.90	%			0.95	%			0.75	%

		Current				Maximum
Guaranteed Lifetime Withdrawal Benefit Rider Charge			0.55	%			1.20	%
Guaranteed Lifetime Withdrawal Benefit Rider with Spousal Continuation Charge			0.70	%			1.20	%
Guaranteed Minimum Withdrawal Benefit Rider Charge			0.40	%			1.00	%

Rider charges are assessed only if you activate the Rider. Rider charges are assessed against the Benefit Base Amount determined under the Rider. The Benefit Base Amount starts with the Account Value of the Contract on the date that the Rider is activated. However, after activation, the Benefit Base Amount will not reflect income, gains, or losses in your Account Value unless you elect to reset the Benefit Base Amount. After a Rider is activated, withdrawals from the Contract other than to pay Rider charges or Rider Benefits will reduce the Benefit Base Amount by the same percentage as the percentage reduction in the Account Value. See the Guaranteed Living Withdrawal Benefit and Guaranteed Minimum Withdrawal Benefit sections of this prospectus.

The next table shows the minimum and maximum total operating expenses of the Portfolios that you may pay periodically during the time that you own the Contract. Portfolio operating expenses are deducted from Portfolio assets and include management fees, distribution and service (12b-1) fees, acquired fund fees and expenses, and other expenses. More detail concerning each Portfolio’s fees and expenses is contained in the prospectus of that Portfolio.

Total Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets, including management fees, distribution and service (12b-1) fees, acquired fund fees and expenses, and other expenses)

		Minimum				Maximum
Before any fee reduction or expense reimbursement			0.27	%			10.73	%
After contractual fee reductions and/or expense reimbursements*			0.27	%			1.67	%

The information about Portfolio expenses that we used to prepare this table was provided to us by the Portfolios. We have not independently verified the Portfolio expense information. The minimum and maximum expenses shown in the table are for the year ended December 31, 2006, except as noted below. Actual expenses of a Portfolio in future years may be higher or lower.

The Portfolios in the Financial Investors Variable Insurance Trust and the Wilshire Variable Insurance Trust are structured as “fund of funds” and invest in other investment companies (“Acquired Funds”). As a result, each Ibbotson portfolio and each Wilshire portfolio will likely incur higher expenses than fund that invest directly in securities.

The maximum expenses shown in the table are the expenses of the Wilshire 2045 Moderate Fund (the “Wilshire 2045 Fund”). The expenses shown in the table for the 2045 Wilshire Fund include fees and expenses of its Acquired Funds. The 2045 Wilshire Fund’s expenses before any reduction or reimbursement reflect the small asset base of the 2045 Wilshire Fund, which commenced operations on May 1, 2006. The Wilshire 2045 Fund’s expenses after reductions and/or reimbursements reflect that (1) its adviser has contractually agreed to waive management fees and/or reimburse expenses through April 30, 2008, so that the Wilshire 2045 Fund’s expenses, excluding the fees and expenses of its Acquired Funds will not exceed 0.50% and (2) two components (other expenses and expense reimbursements) of the 2045 Wilshire Fund’s total expenses were calculated as of April 10, 2007 to reflect asset growth in the Wilshire 2045 Fund since December 31, 2006.

Examples

These examples are intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include the Contract Owner transaction expenses (described in the first table above), the annual contract maintenance fee and the Separate Account annual expenses (described in the second table above), and Portfolio operating expenses (described in the third table above). Your actual costs may be higher or lower than the costs shown in the examples.

Example 1: Contract with Optional Benefit Rider and Maximum Fund Operating Expenses

Assumptions

•

You invest $10,000 in the Contract for the periods indicated and your investment has a 5% return each year.

•

You activate the Guaranteed Lifetime Withdrawal Benefit with Spousal Continuation Rider when you purchase your Contract and the maximum Rider charge of 1.20% is incurred.

•

The annual contract maintenance fee of $40 and Separate Account annual expenses of 1.40% are incurred.

•

The maximum Portfolio expenses before reimbursement (10.73%) or after reimbursement (1.67%) are incurred.

If you surrender or annuitize your Contract at the end of the period or you keep your Contract and leave your money in your Contract for the entire period:

		1 year				3 years				5 years				10 years
Before reimbursement		$	1,300			$	3,799			$	6,200			$	12,040
After reimbursement		$	477			$	1,506			$	2,645			$	6,050

Example 2: Contract with No Riders and Minimum Fund Operating Expenses

Assumptions

•

You invest $10,000 in the Contract for the periods indicated and your investment has a 5% return each year.

•

You do not activate either Rider at any time during the indicated period.

•

The annual contract maintenance fee of $40 and Separate Account annual expenses of 1.40% are incurred.

•

The minimum Portfolio expenses (0.27%) are incurred.

If you surrender or annuitize your Contract at the end of the period or you keep your Contract and leave your money in your Contract for the entire period:

1 year		3 years		5 years		10 years
$213		$686		$1,230		$2,955

Condensed Financial Information

Condensed financial information for the Contracts is set forth in Appendix A to this prospectus. This information includes the following information for the standard Contracts and the enhanced Contracts:

•

year-end accumulation unit values for each Subaccount from December 31, 1997 to December 31, 2006 (or from the end of the year of inception to December 31, 2006)

•

number of accumulation units outstanding as of the end of each period.

Financial Statements

The financial statements and reports of the independent registered public accounting firm of the Company and of the Separate Account are included in the Statement of Additional Information.

What is the Separate Account?

The Separate Account is an account that was established and is maintained by the Company. It is a unit investment trust registered with the SEC under the Investment Company Act of 1940. The Separate Account is divided into Subaccounts. Each Subaccount invests in shares of the corresponding Portfolio listed on the cover page of this prospectus. If you choose a variable investment option, you are investing in a Subaccount, not directly in the corresponding Portfolio.

What Are the Contracts?

The Contracts are individual and group deferred annuities, which are insurance products. The Contracts are sold with either a standard or an enhanced fee structure, as described in the Expense Tables of this prospectus.

Before the Commencement Date, you can allocate Purchase Payments among any of the variable investment options currently offered and two Fixed Account options.

•

The variable investment options are the Subaccounts. Each Subaccount invests in a Portfolio. You bear the risk of any investment gain or loss on amounts allocated to the Subaccounts.

•

The Fixed Account options earn a fixed rate of interest declared by us, which will be at least 1% per year, or any higher Fixed Account guaranteed interest rate stated in your Contract. We guarantee amounts invested in a Fixed Account option and the earnings on those amounts so long as those amounts remain in the Fixed Account option.

After the Commencement Date, payments can be allocated between variable dollar benefit and fixed dollar benefit options. If a variable dollar benefit option is selected, Benefit Units can be allocated to any of the Subaccounts that are then available.

What Benefits Are Available under the Contract?

Annuity Benefit		When the Contract is annuitized, we promise to pay a stream of Annuity Benefit payments for the duration of the settlement option selected.
Death Benefit		A Death Benefit will be paid under the Contract if you or a joint owner dies before the Annuity Commencement Date and before the Contract is surrendered.
Optional Guaranteed Withdrawal Benefits		If you choose to activate that Guaranteed Lifetime Withdrawal Benefit, it will provide a lifetime withdrawal Benefit, up to a certain amount each Benefit Year. If you choose to activate the Guaranteed Minimum Withdrawal Benefit, it will provide a minimum withdrawal Benefit, up to a certain amount each Benefit Year. You cannot activate a Rider if in the future we are no longer issuing that Rider with any new annuity contracts and we prohibit further activations on a nondiscriminatory basis.

What Are the Risks Related to the Contract?

The variable investment options to which you allocate Purchase Payments may lose value, which would cause your Account Value to decrease. We may not be able to pay claims related to the annuity, death or guaranteed withdrawal benefits. A penalty tax may be imposed at the time of a withdrawal or a surrender depending on your age and other circumstances.

How Do I Purchase or Cancel a Contract?

The requirements to purchase a Contract are explained in The Contracts section of this prospectus. You may purchase a Contract only through a registered securities representative.

You may cancel a Contract within 20 days after you receive it. The right to cancel may be longer in some states. In many states, you will bear the risk of investment gain or loss on any amounts allocated to the Subaccounts prior to cancellation. The right to cancel may not apply to group Contracts. The right to cancel is described more fully in the Right to Cancel section of this prospectus.

Will Any Charges or Penalties Apply if I Make Withdrawals or Surrender a Contract?

There are no charges imposed on withdrawals from the Contracts or surrenders of the Contracts, except that the annual Contract maintenance fee will be deducted at the time of a surrender. Withdrawal and surrender procedures are described in the Withdrawals and Surrenders section of this prospectus.

A penalty tax may be imposed at the time of a withdrawal or a surrender depending on your age and other circumstances. Tax consequences of a withdrawal or a surrender are described in the Federal Tax Matters section of this prospectus. The right to withdraw or surrender may be restricted under certain tax-qualified retirement plans.

What Other Charges and Deductions Apply to the Contract?

We will charge the fees and charges listed below unless we reduce or waive the fee or charge as discussed in the Charges and Deductions section of this prospectus. The mortality and expense risk charge may never be entirely waived.

•

An annual Contract maintenance fee, which is assessed only against investments in the Subaccounts

•

A transfer fee for certain transfers among investment options

•

An administration charge, which is an expense of the Separate Account and charged against all assets in the Subaccounts

•

A mortality and expense risk charge, which is an expense of the Separate Account and charged against all assets in the Subaccounts

•

Premium taxes, if any

In addition to charges and deductions under the Contracts, the Portfolios incur expenses that are passed through to you. Portfolio expenses for the fiscal year ended December 31, 2006 are described in the prospectuses and statements of additional information for the Portfolios.

How Do I Contact the Company?

Any questions or inquiries should be directed to our Administrative Office, P.O. Box 5423, Cincinnati, Ohio 45201-5423, 1-800-789-6771. Please include the Contract number and your name. You may also contact us through our web site, www.gafri.com.

Portfolios

The Separate Account currently is divided into 46 Subaccounts.. Each Subaccount invests in the corresponding Portfolio listed below. The current Portfolio prospectuses, which accompany this prospectus, contain additional information concerning the investment objectives, policies and practices of each Portfolio, the investment advisory services and administrative services of each Portfolio, and the expenses of each Portfolio.

You should read the Portfolio prospectuses carefully before making any decision concerning the allocation of Purchase Payments to, or transfers among, the Subaccounts.

There is no assurance that the Portfolios will achieve their stated objectives. The SEC does not supervise the management or the investment policies and/or practices of any of the Portfolios.

All dividends and capital gains distributed by the Portfolios are reinvested in the Separate Account and reflected in Accumulation Unit Values. Portfolio dividends and net capital gains are not distributed to Owners.

The Portfolios are available only through insurance company separate accounts and certain qualified retirement plans. Though a Portfolio may have a name and/or investment objectives that are similar to those of a publicly available mutual fund, and/or may be managed by the same investment advisor that manages a publicly available mutual fund, the performance of the Portfolio is entirely independent of the performance of any publicly available mutual fund. Neither the Company nor the Portfolios make any representations or assurances that the investment performance of any Portfolio will be the same or similar to the investment performance of any publicly available mutual fund.

Portfolio		Adviser and Type of Fund
AIM Variable Insurance Funds
AIM V.I. Capital Development Fund		A I M Advisors, Inc.
Series I Shares		Mid cap growth
AIM V.I. Core Equity Fund		A I M Advisors, Inc.
Series I Shares		Large cap blend
AIM V.I. Financial Services Fund		A I M Advisors, Inc.
Series I Shares		Sector
AIM V.I. Global Health Care Fund		A I M Advisors, Inc.
Series I Shares		Sector
AIM V.I. High Yield Fund		A I M Advisors, Inc.
Series I Shares		High yield bond
AIM V.I. Small Cap Equity Fund		A I M Advisors, Inc.
Series I Shares		Small cap blend
American Century Variable Portfolios, Inc.
American Century VP Large Company Value Fund		American Century Investment Management, Inc.
Class I Shares		Large cap value
American Century VP Mid Cap Value Fund		American Century Investment Management, Inc.
Class I Shares		Mid cap value
American Century VP Ultraâ Fund		American Century Investment Management, Inc.
Class I Shares		Large cap growth
American Century VP VistaSM Fund		American Century Investment Management, Inc.
Class I Shares		Mid cap growth
Calamosâ Advisors Trust
Calamos Growth and Income Portfolio		Calamos Advisors LLC
		Convertibles

Portfolio		Adviser and Type of Fund
Davis Variable Account Fund, Inc.
Davis Value Portfolio		Davis Selected Advisers, L.P.
		Sub-Adviser—Davis Selected Advisers-NY, Inc.
		Large cap blend
Dreyfus Portfolios
Dreyfus Investment Portfolios MidCap Stock Portfolio		The Dreyfus Corporation
Service Shares		Mid cap blend
Dreyfus Investment Portfolio Technology Growth Portfolio Initial Shares		The Dreyfus Corporation Sector
The Dreyfus Socially Responsible Growth Fund, Inc. Initial Shares		The Dreyfus Corporation Large cap growth
Dreyfus Stock Index Fund, Inc. Initial Shares		The Dreyfus Corporation Index Manager—Mellon Equity Associates (an affiliate of Dreyfus) Large cap blend
Dreyfus Variable Investment Fund Appreciation Portfolio Initial Shares		The Dreyfus Corporation Sub-Adviser—Fayez Sarofim & Co Large cap blend
Dreyfus Variable Investment Fund Developing Leaders Portfolio Initial Shares		The Dreyfus Corporation Small cap blend
Dreyfus Variable Investment Fund Growth and Income Portfolio Initial Shares		The Dreyfus Corporation Large cap blend
Dreyfus Variable Investment Fund Money Market Portfolio		The Dreyfus Corporation Money market
DWS Investments VIT Funds
DWS Small Cap Index VIP Class A		Deutsche Asset Management, Inc. Sub-Adviser—Northern Trust Investments, N.A. Small cap blend
Financial Investors Variable Insurance Trust
Ibbotson Balanced ETF Asset Allocation Portfolio Class II		ALPS Advisers, Inc. Sub-Adviser—Ibbotson Associates, Inc. Asset allocation
Ibbotson Conservative ETF Asset Allocation Portfolio Class II		ALPS Advisers, Inc. Sub-Adviser—Ibbotson Associates, Inc. Asset allocation
Ibbotson Growth ETF Asset Allocation Portfolio Class II		ALPS Advisers, Inc. Sub-Adviser—Ibbotson Associates, Inc. Asset allocation
Ibbotson Income and Growth ETF Asset Allocation Portfolio Class II		ALPS Advisers, Inc. Sub-Adviser—Ibbotson Associates, Inc. Asset allocation
Franklin Templeton Variable Insurance Products Trust
Templeton Foreign Securities Fund Class 2		Advisor—Templeton Investment Counsel, LLC Sub-Advisor—Franklin Templeton Investment Management Limited Foreign large cap value

Portfolio		Adviser and Type of Fund
Janus Aspen Series
Janus Aspen Series Balanced Portfolio Institutional Shares		Janus Capital Management LLC Balanced
Janus Aspen Series Forty Portfolio Institutional Shares		Janus Capital Management LLC Large cap growth
Janus Aspen Series International Growth Portfolio Institutional Shares		Janus Capital Management LLC Foreign large cap growth
Janus Aspen Series Large Cap Growth Portfolio Institutional Shares		Janus Capital Management LLC Large cap growth
Janus Aspen Series Mid Cap Growth Portfolio Institutional Shares		Janus Capital Management LLC Mid cap growth
Oppenheimer Variable Account Funds
Oppenheimer Balanced Fund/VA Non-Service Shares		OppenheimerFunds Balanced
Oppenheimer Capital Appreciation Fund/VA Non-Service Initial Shares		OppenheimerFunds Large cap growth
Oppenheimer Main Street Fund®/VA Non-Service Initial Shares		OppenheimerFunds Large cap blend
PIMCO Variable Insurance Trust
PIMCO VIT Real Return Portfolio Administrative Class		Pacific Investment Management Company LLC Inflation-indexed bond
PIMCO VIT Total Return Portfolio Administrative Class		Pacific Investment Management Company LLC Intermediate term bond
Van Kampen—The Universal Institutional Funds, Inc.
Van Kampen UIF Core Plus Fixed Income Portfolio Class I		Van Kampen(1) Intermediate term bond
Van Kampen UIF Mid Cap Growth Portfolio Class I		Van Kampen(1) Mid cap growth
Van Kampen UIF U.S. Mid Cap Value Portfolio Class I		Van Kampen(1) Mid cap value
Van Kampen UIF U.S. Real Estate Portfolio Class I		Van Kampen(1) Specialty-real estate
Van Kampen UIF Value Portfolio Class I		Van Kampen(1) Large cap value
Wilshire Variable Insurance Trust
Wilshire 2010 Moderate Fund		Wilshire Associates Incorporated Target maturity
Wilshire 2015 Moderate Fund		Wilshire Associates Incorporated Target maturity
Wilshire 2025 Moderate Fund		Wilshire Associates Incorporated Target maturity
Wilshire 2035 Moderate Fund		Wilshire Associates Incorporated Target maturity
Wilshire 2045 Moderate Fund		Wilshire Associates Incorporated Target maturity

Each Ibbotson Portfolio and each Wilshire Portfolio listed in the table above is structured as a “fund of funds.” A “fund of funds” attempts to achieve its investment objective by investing in other investment companies (each, an “Acquired Fund”), which in turn invest directly in securities. Each Ibbotson Portfolio and each Wilshire Portfolio indirectly incurs a proportionate share of the expenses of each Acquired Fund in which it invests. As a result of this fund of funds structure, the Ibbotson Portfolios and the Wilshire Portfolio will likely incur higher expenses than funds that invest directly in securities.

Additions or Substitutions of Portfolios

New Subaccounts may be established when, in our sole discretion, marketing, tax, investment or other conditions warrant. Any new Subaccounts will be made available to existing Owners on a basis to be determined by us and that is not discriminatory. We do not guarantee that any of the Subaccounts or any of the Portfolios will always be available for allocation of Purchase Payments or variable dollar payments or for transfers. We may substitute the shares of a different portfolio or a different class of shares for shares held in a Portfolio.

In the event of any addition, merger, combination or substitution, we may make such changes in the Contract as may be necessary or appropriate to reflect such event. Additions, mergers, combinations or substitutions may be due to an investment decision by us, or due to an event not within our control, such as liquidation of a Portfolio or an irreconcilable conflict of interest between the Separate Account and another insurance company that offers the Portfolio. We will obtain approval of additions, mergers, combinations or substitution from the SEC to the extent required by the Investment Company Act of 1940, or other applicable law. We will also notify you before we make a substitution.

Charges and Deductions by the Company

We assess two types of charges and deductions. We assess charges to the Contract, which are reflected in the Account Value of the Contract, but not in Accumulation Unit Values or Benefit Unit Values. These charges are the annual Contract maintenance fee, transfer fees, and premium taxes, where applicable. We also assess charges against the Separate Account. These charges are reflected in the Accumulation Unit Values and Benefit Unit Values. These charges are the administration charge and the mortality and expense risk charge.

Except as described below, we will never charge more to a Contract than the fees and charges described below, even if our actual expenses exceed the total fees and charges collected. If the fees and charges that we collect exceed the actual expenses that we incur, the excess will be profit to us and will not be returned to Owners.

ü		Net asset value		The amount computed by a Portfolio as the price at which the Portfolio’s shares are purchased and redeemed. It is computed no less frequently than each Valuation Period.

Contract Maintenance Fee

Purpose of Fee		To offset expenses incurred in issuing the Contracts and in maintaining the Contracts and the Separate Account.
Amount of Fee		$40.00 per year.
When Assessed		Before the Commencement Date, we deduct this fee as of the Valuation Period after each Contract Anniversary that this Contract is in effect. After the Commencement Date, we deduct a portion of the annual fee from each variable dollar payment. We also deduct the full annual fee at the time of a surrender.
Assessed Against What		Amounts invested in the Subaccounts. The fee does not apply to the Fixed Account. Before the Commencement Date, we deduct this fee pro rata from the Subaccounts in which the Contract has an interest at that time. After the Commencement Date, if variable payments are to be made, we deduct a pro rata portion of the annual fee from each payment.
Waivers		Before the Commencement Date if the Account Value is at least $40,000 on the date the fee is due (individual Contracts only). After the Commencement Date if the amount applied to a variable dollar benefit is at least $40,000 (individual Contracts only). In our discretion where we incur reduced sales and servicing expenses. After the Commencement Date where required to satisfy state law.

Transfer Fee

Purpose of Fee		To offset costs incurred in administering the Contracts.
Amount of Fee		$25 for each transfer in excess of 12 in any Contract Year. We reserve the right to change the amount of this fee at any time or the number of transfers that can be made without incurring the transfer fee. The maximum amount of the fee that we would impose on a transfer is $30.
When Assessed		Before the Commencement Date.
Assessed Against What		Deducted from amount transferred.
Waivers		Currently, the transfer fee does not apply to transfers associated with the dollar cost averaging, interest sweep and portfolio rebalancing programs. Transfers associated with these programs do not count toward the 12 free transfers permitted in a Contract Year. We reserve the right to eliminate this waiver at any time. We also reserve the right to charge fees for the automatic transfer programs described in the Transfers section of this prospectus, and/or for the systematic withdrawal program described in the Withdrawals and Surrenders section of this prospectus, if we determine, in our discretion, that such charges are necessary to offset the costs of administering the programs.

Administration Charge

Purpose of Charge		To offset expenses incurred in administering the Contracts and the Separate Account.
Amount of Charge		Daily charge equal to 0.000411% of the daily net asset value for each Subaccount, which corresponds to an annual effective rate of 0.15%.
When Assessed		Before the Commencement Date and, if variable dollar payments are to be made, after the Commencement Date.
Assessed Against What		Amounts invested in the Subaccounts. This charge does not apply to the Fixed Account.
Waivers		May be waived or reduced in our discretion where we incur reduced sales and servicing expenses.

Mortality and Expense Risk Charge

Purpose of Charge		As compensation for assuming mortality and expense risks under the Contract.

	•		We assume mortality risks because we are obligated under the Contracts to make Annuity Benefit payments and Death Benefit payments.
	•		We assume expense risks because our actual expenses in administering the Contracts and the Separate Account could exceed the amount recovered through the Contract maintenance fees, transfer fees and administration charges.

Amount of Charge		Daily charge equal to 0.003446% of the daily net asset value for each Subaccount, which corresponds to an effective annual rate of 1.25%.
When Assessed		Before the Commencement Date and, if variable dollar payments are to be made, after the Commencement Date.
Assessed Against What		Amounts invested in the Subaccounts. This charge does not apply to the Fixed Account.
Waivers		When we expect to incur reduced sales and servicing expenses, we may issue a Contract with a reduced mortality and expense risk charge. These Contracts are referred to as “Enhanced Contracts.” The mortality and expense risk charge under an Enhanced Contract is either:

	•		a daily charge of 0.002615% of the daily net asset value for each Subaccount, which corresponds to an effective annual rate of 0.95%, or
	•		a daily charge of 0.002063% of the daily net asset value for each Subaccount, which corresponds to an effective annual rate of 0.75%.

Guaranteed Living Withdrawal Benefit Rider Charge

Purpose of Charge		To offset expenses incurred in administering the Rider and as compensation for assuming the mortality and expense risks under the Rider.
Amount of Charge		Annual charge equal to 0.55% of the current Benefit Base Amount or, if you elect the spousal continuation benefit, an annual charge of 0.70% of the current Benefit Base Amount.
		If you elect a reset, we may increase the Rider charges to the level that applies to new Contracts at that time.
When Assessed		On each Rider Anniversary.
		Upon surrender of the Contract or termination of the Rider, we will assess a prorated charge.
Assessed Against What		Benefit Base Amount.

Guaranteed Minimum Withdrawal Benefit Rider Charge

Purpose of Charge		To offset expenses incurred in administering the Rider and as compensation for assuming the mortality and expense risks under the Rider.
Amount of Charge		Annual charge equal to 0.40% of the Benefit Base Amount.
		If you elect a reset, we may increase the Rider charges to the level that applies to new Contracts at that time.
When Assessed		On each Rider Anniversary.
		Upon surrender of the Contract or termination of the Rider, we will assess a prorated charge.
Assessed Against What		Benefit Base Amount.

Premium Taxes

Currently some state governments impose premium taxes on annuity purchase payments. These taxes currently range from zero to 3.5% depending upon the jurisdiction. A federal premium tax has been proposed but not enacted. We will deduct any applicable premium taxes from the Purchase Payments or the Account Value at the time that the tax is imposed.

Discretionary Waivers of Charges

We will look at the following factors to determine if we will waive a charge, in part or in full, due to reduced sales and servicing expenses: (1) the size and type of the group to which sales are to be made, (2) the total amount of Purchase Payments to be received, and (3) any prior or existing relationship with us. We would expect to incur reduced sales and servicing expenses in connection with Contracts offered to our employees and employees of our subsidiaries and/or affiliates. There may be other circumstances, of which we are not presently aware, that could result in reduced sales and servicing expenses. In no event will we waive a charge where such waiver would be unfairly discriminatory to any person.

Expenses of the Portfolios

In addition to charges and deductions by the Company, each Portfolio incurs management fees and other expenses that are described in the prospectus and statement of additional information for the Portfolio. Portfolio expenses, like Separate Account expenses, are reflected in Accumulation Unit Values and Benefit Unit Values.

Generally you can make one or more Purchase Payments at any time before the Annuity Commencement Date. We will allocate Purchase Payments to the available Subaccounts and Fixed Account options according to your instructions.

You can control the allocation of investments through transfers or through the following investment programs offered by the Company: dollar cost averaging, portfolio rebalancing, and interest sweep. These programs and telephone, facsimile and Internet transfer procedures are described in the Transfers section of this prospectus.

Purchase Payments

Purchase Payments must be received by us at our Variable Administrative Office, P.O. Box 5423, Cincinnati, Ohio 45201-5423. Upon request, we will provide you with a receipt as proof of payment.

Current Restrictions on Purchase Payment Amounts

		Tax Qualified Contract				Non Tax Qualified Contract
Minimum amounts
Minimum initial Purchase Payment		$	20,000			$	20,000
Minimum additional Purchase Payment		$	50			$	100
Maximum amounts
Maximum single Purchase Payment		$	500,000 or Company approval			$	500,000 or Company approval

We reserve the right to increase or decrease the minimum and maximum Purchase Payment amounts, at our discretion and at any time, where permitted by law.

We will apply your initial Purchase Payment to your account using the following rules.

•

If the application form is in good order, we will apply the initial Purchase Payment within 2 business days of receipt of the Purchase Payment.

•

If the application form is not in good order, we will attempt to get the application form in good order within 5 business days. If the application form is not in good order at the end of 5 business days, we will inform the applicant of the reason for the delay and that the Purchase Payment will be returned immediately unless he or she specifically agrees that we may keep the Purchase Payment until the application form is in good order. Once the application form is in good order, we will apply the Purchase Payment within 2 business days.

We will apply each additional Purchase Payment to your account as of the Valuation Date on which we receive the Purchase Payment and any related allocation instructions in good order. If any portion of the additional Purchase Payment is allocated to a Subaccount, we will apply it at the next Accumulation Unit Value calculated after we receive the Purchase Payment and related allocation instructions in good order.

Allocations to Investment Options

You can allocate Purchase Payments in whole percentages to any of the available Subaccounts or Fixed Account options. Allocation instructions must be made by Written Request.

Subaccount Option		Fixed Account Options
See the Portfolios section of this prospectus for a list of the currently available Subaccounts.		The currently available Fixed Account options for individual Contracts are: • Fixed Accumulation Account • Fixed Account One-Year Guarantee Period The Fixed Account options are not available under group Contracts.

Interests in the Subaccounts are securities registered with the SEC. You bear the risk of investment gain or loss on amounts allocated to the Subaccounts.

Interests in the Fixed Account options are not securities and are not registered with the SEC. We guarantee amounts allocated to the Fixed Account options and interest credited to the Fixed Account options.

Additional Information about Fixed Account Options

Amounts allocated to the Fixed Account options will receive a stated rate of interest of at least 1% per year, or any higher Fixed Account guaranteed interest rate stated in your Contract. We may from time to time pay a higher current interest rate for either Fixed Account option. The interest rate credited to each Purchase Payment allocated to the Fixed Accumulation Account will not be changed for at least 12 months following the date on which we receive the Purchase Payment. Thereafter, it will not be changed more frequently than once per calendar quarter. The interest rate credited to amounts that you transfer to the Fixed Accumulation Account will not be changed more frequently than once per calendar quarter. The interest rate credited to an amount held under the Fixed Account One-Year Guarantee Period will not be changed until the end of the one-year period. Your Contract contains more information about the Fixed Account options, including information about how and when interest rates are determined and changed and how and when interest is credited to amounts allocated to the Fixed Account options.

Current Restrictions on Allocations

Minimum Allocations

Minimum allocation to any Subaccount		$ 10
Minimum allocation to Fixed Accumulation Account		$ 10 Not available under group Contracts.
Minimum allocation to Fixed Account One-Year Guarantee Period		$2,000 Not available under group Contracts. No amounts may be allocated to this option if the guarantee period ends after the Annuity Commencement Date.
Allocation During Right to Cancel Period		No current restrictions, however, we reserve the right to require that Purchase Payment(s) be allocated to the money market Subaccount or to the Fixed Accumulation Account during the right to cancel period.

We may, in our sole discretion, restrict or prohibit allocations to Subaccounts or Fixed Account options from time to time on a nondiscriminatory basis.

Renewal of Fixed Account One-Year Guarantee Period Option

An amount that is allocated or transferred to the Fixed Account One-Year Guarantee Period option will mature at the end of one year. We will notify you of the date on which the amount matures and the Fixed Account options available at that time.

When an amount matures, you may transfer it to any of the Fixed Account options or Subaccounts that are then available to you under this Contract. We must receive a Written Request to transfer the maturing amount within the 30 day period that ends on the date that the amount matures. The transfer will be effective on the day after the amount matures.

If you do not transfer the amount, then we will apply it to a new guarantee period under the same option if it is then available to you. The interest rate for the new period will be the then current rate for that option. If that option is not available to you, then the amount will be transferred to the Fixed Accumulation Account. The renewal or transfer will be effective on the day after the amount matures.

1998 Version		An amount that was allocated or transferred to any of the then available Fixed Account options with a guarantee period will mature at the end of the period. When an amount matures, you may transfer it as indicated above. No amount may be allocated to a guarantee period option that would extend beyond the Owner’s 85th birthday or 5 years after the effective date of the Contract, if later (the “85/5 restriction”). If you do not transfer the amount, then we will apply it to a new guarantee period under the One-Year Guarantee Period Option. If that guarantee period is not available due to the 85/5 restriction, then the amount will be transferred to the Fixed Accumulation Account.

Transfers

Before the Commencement Date, you may transfer amounts among Subaccounts, between Fixed Account options (where available), and/or between Subaccounts and Fixed Account options (where available).

A transfer is effective on the Valuation Date during which we receive the request for transfer. We will process transfers to a Subaccount at the Accumulation Unit Value calculated after we receive the transfer request in good order.

Current Restrictions on Transfers

Minimum transfer amounts
Minimum transfer from any Subaccount		$500 or balance of Subaccount, if less
Minimum transfer from any Fixed Account option		$500 or balance of Fixed Account option, if less No amounts may be transferred from a Fixed Account option during the first Contract Year Amounts transferred from Fixed Account options to Subaccounts may not be transferred back to Fixed Account options for a period of 6 months from the date of the original transfer.
Minimum transfer to Fixed Account One-Year Guarantee Period		$2,000 Not available under group Contracts. No amounts may be transferred to this option if the guarantee period ends after the Annuity Commencement Date.
Maximum transfer amounts
Maximum transfer from a Fixed Account option		If a transfer is made in connection with a renewal of the Fixed Account One-Year Guarantee Period option, the entire amount that has matured may be transferred. Other transfers from a Fixed Account option during a Contract Year may not exceed the greater of (1) $500 and (2) 20% of the value of that option as of the most recent Contract Anniversary.

We may, in our sole discretion, restrict or prohibit any type of transfer or the availability of any Subaccount or Fixed Account option on a nondiscriminatory basis. We may modify our transfer procedures at any time and at our sole discretion.

Automatic Transfer Programs

Before the Commencement Date, we offer the automatic transfer services described below. To enroll in one of these programs, you will need to complete the appropriate authorization form, which you can obtain from us by calling 1-800-789-6771. There are risks involved in switching between investment options available under the Contract.

Currently, the transfer fee does not apply to dollar cost averaging, portfolio rebalancing, or interest sweep transfers, and transfers under these programs will not count toward the 12 transfers permitted under the Contract without a transfer fee charge.

				Minimum Account
Service		Description		Requirements		Limitations/Notes
Dollar Cost Averaging Dollar cost averaging requires regular investments regardless of fluctuating price levels and does not guarantee profits or prevent losses in a declining market. You should consider your financial ability to continue dollar cost averaging transfers through periods of changing price levels.		Automatic transfers from the money market Subaccount to any other Subaccount(s), or from the Fixed Accumulation Account option (where available) to any Subaccount(s), on a monthly or quarterly basis.		Source of funds must be at least $10,000. Minimum transfer per month is $500. When balance of source of funds falls below $500, entire balance will be allocated according to dollar cost averaging instructions.		Dollar cost averaging transfers may not be made to any of the Fixed Account options. The dollar cost averaging transfers will take place on the last Valuation Date of each calendar month or quarter as requested by the Owner.
Portfolio Rebalancing Portfolio rebalancing does not guarantee profits or prevent losses in a declining market.		Automatically transfer amounts between the Subaccounts and the Fixed Accumulation Account option (where available) to maintain the percentage allocations selected by the Owner.		Minimum Account Value of $10,000.		Transfers will take place on the last Valuation Date of each calendar quarter. Portfolio rebalancing will not be available if the dollar cost averaging program or an interest sweep from the Fixed Accumulation Account option is being utilized.
Interest Sweep		Automatic transfers of the income from any Fixed Account option(s) to any Subaccount(s).		Balance of each Fixed Account option selected must be at least $5,000. Maximum transfer from each Fixed Account option selected is 20% of such Fixed Account option’s value per year. Amounts transferred under the interest sweep program will reduce the 20% maximum transfer amount otherwise allowed.		Interest sweep transfers will take place on the last Valuation Date of each calendar quarter. Interest sweep is not available from the Seven-Year Guaranteed Interest Rate Option if the Principal Guarantee Program is selected.

How to Request a Transfer

Currently, you may make a transfer request by Written Request or any of the following alternate methods:

•

by telephone at 1-800-789-6771

•

by facsimile at 513-412-3766 or

•

over the Internet through our web site at www.gafri.com.

All transfer requests must comply with the terms of the Contract. We accept transfer instructions once each Valuation Period. Once instructions have been accepted, they may not be rescinded; however, new instructions may be given the following Valuation Period.

You may place transfer requests by telephone, by facsimile or over the Internet between 9:30 a.m. and 4:00 p.m. Access to these alternate methods of placing transfer requests, particularly through our web site, may be limited or unavailable during periods of peak demand, system upgrading and maintenance, or for other reasons. We may withdraw the right to make transfers by telephone, facsimile or over the Internet upon 10 days’ written notice to affected Contract Owners.

We will not be liable for complying with transfer instructions that we reasonably believe are genuine, or for any loss, damage, cost or expense in acting on such instructions. In addition, we will not be liable for refusing to comply with transfer instructions that we reasonably believe are not genuine, or for any loss, damage, cost or expense for failing to act on such instructions. You or the person controlling payments will bear the risk of such loss. We will employ reasonable procedures to determine that telephone, facsimile or Internet instructions are genuine. If we do not employ such procedures, we may be liable for losses due to unauthorized or fraudulent instructions. These procedures may include, among others, tape recording telephone instructions or requiring use of a unique password or other identifying information.

Changes in or Termination of Automatic Transfer Programs

You may change any automatic transfer instructions that are in place or may terminate your participation in any of the automatic transfer programs at any time. To change your instructions or to terminate your participation, you must send us a Written Request by U.S. or overnight mail, or by facsimile at 513-412-3766. You must give us at least 30 days’ notice to change any automatic transfer instructions that are already in place or to terminate your participation in an automatic transfer program.

We may terminate, suspend or modify any aspect of the automatic transfer programs described above without prior notice to you, as permitted by applicable law. Any such termination, suspension or modification will not affect automatic transfer programs already in place.

We may also impose an annual fee for participation in an automatic transfer program or increase the current annual fee, as applicable, in such amount(s) as we may then determine to be reasonable. The maximum amount of the annual fee that we would impose for participating in each automatic transfer program is $30.

Transfer Restrictions Related to Active Trading Strategies

Neither the Contracts described in this prospectus nor the underlying Portfolios are designed to support active trading strategies that involve frequent movement between or among Subaccounts (sometimes referred to as “market-timing” or “short-term trading”). Persons who intend to use an active trading strategy should consult a financial advisor and request information on variable annuity contracts that offer underlying Portfolios designed specifically to support active trading strategies.

We have implemented several processes and/or restrictions aimed at eliminating the negative impact of active trading strategies. Appendix C to this prospectus contains more information about these processes and restrictions.

You can access your Account Value before the Annuity Commencement Date through withdrawals from the Contract, Contract loans (if available), or a surrender of the Contract. Contract loans are described more fully in the next section of this prospectus.

You may take withdrawals from the Contract at any time before the Annuity Commencement Date. Withdrawals must be made by Written Request. The amount of the withdrawal must be at least $500. No withdrawal can be made that would reduce the Account Value of the Contract to less than $500. Benefit payments under the Guaranteed Lifetime Withdrawal Benefit Rider or the Guaranteed Minimum Withdrawal Benefit Rider are exempt from these limits.

A withdrawal will result in the cancellation of Accumulation Units from each of the applicable Subaccounts and/or a reduction in the value of your interest in the applicable Fixed Account options. Unless the Written Request states otherwise, the reduction in each Subaccount and Fixed Account option will be in the same proportion as the reduction in the total Account Value. If you wish to specify the Subaccount(s) and/or Fixed Account option(s) from which you wish to make a withdrawal and the amount of the withdrawal to be taken from each specified Subaccount and/or Fixed Account option, you must include this information in the Written Request.

You may surrender a Contract in full for the Account Value at any time before the Annuity Commencement Date. A full surrender will terminate the Contract. Surrenders must be made by Written Request. The amount available for surrender will be the Account Value at the end of the Valuation Period in which the Written Request for surrender is received by us. Any fee, charges, loans or applicable premium tax or other taxes not previously deducted will be deducted as part of the calculation of the Account Value.

Ø

Please review the explanation of a Written Request in the Definitions section of this prospectus.

An amount paid on a withdrawal or surrender may be paid to or for another annuity or tax-qualified account in an exchange, transfer, or rollover to the full extent allowed by federal tax law.

A withdrawal or surrender is effective on the Valuation Date during which we receive the Written Request for withdrawal or surrender in good order. A withdrawal or surrender that results in the cancellation of Accumulation Units will be processed at the next Accumulation Unit Value calculated after we receive the Written Request in good order.

Restrictions and Charges on Withdrawals and Surrenders

		Tax Qualified Contracts		Non Tax Qualified Contracts
Minimum withdrawal amount		$500		$500
Minimum remaining Account Value after a withdrawal		$500		$500
Amount available for surrender (valued as of end of Valuation Period in which we receive the surrender request)		Account Value subject to tax law or employer plan restrictions on withdrawals		Account Value subject to employer plan restrictions on withdrawals
Contract maintenance fee on full surrender		$ 40
Tax penalty for early withdrawal		When applicable, 10% of amount distributed before age 59 1/2 (25%for certain SIMPLE IRAs)

Deferral of Payment

We have the right to suspend or delay the date of payment of a withdrawal or surrender from the Subaccounts at certain times. We may do this for any period:

•

when the New York Stock Exchange is closed or when trading on the New York Stock Exchange is restricted;

•

when the SEC determines that an emergency exists as a result of which the disposal of securities in the Separate Account is not reasonably practicable or it is not reasonably practicable to determine fairly the value of the nets assets in the Separate Account; or

•

when the SEC permits a suspension or delay in payment for the protection of security holders.

As permitted under certain state laws, we also reserve the right to delay the processing and payment of a withdrawal or surrender from the Fixed Account. We may delay processing and payment for up to 6 months after we receive your Written Request. If we delay processing and payment, we will comply with applicable state law.

Systematic Withdrawal

Before the Annuity Commencement Date, you may elect to automatically withdraw money from the Contract. The Account Value must be at least $10,000 in order to make a systematic withdrawal election. The minimum monthly amount that can be withdrawn is $100.

You may begin or discontinue systematic withdrawals at any time by Written Request. You must give us at least 30 days’ notice to change any systematic withdrawal instructions that are currently in place. We reserve the right to discontinue offering systematic withdrawals at any time.

Currently, we do not charge a fee for systematic withdrawal services. However, we reserve the right to impose an annual fee in such amount as we may then determine to be reasonable for participation in the systematic withdrawal program. If imposed, the fee will not exceed $30 annually.

Before electing a systematic withdrawal program, you should consult with a financial advisor. Systematic withdrawal is similar to annuitization, but will result in different taxation of payments and potentially a different amount of total payments over the life of the Contract than if annuitization were elected.

Guaranteed Lifetime Withdrawal Benefit

ü		Benefit		A guaranteed withdrawal benefit that is available under the Benefits section of the Rider.
ü		Benefit Base Amount		The amount on which Rider charges and Benefit payments are based.
ü		Benefit Start Date		The first day that a Benefit under the Rider is to be paid.
ü		Benefit Year		A 12 month period beginning on the Benefit Start Date or on an anniversary of the Benefit Start Date.
ü		Excess Withdrawal		(1) A withdrawal from the Contract after the Rider Effective Date and before the Benefit Start Date or (2) a withdrawal from the Contract on or after the Benefit Start Date to the extent that the withdrawal exceeds the Benefit amount that is available on the date of payment. A withdrawal to pay Rider charges is never considered an Excess Withdrawal.
ü		Designated Subaccount		Each Subaccount that we designate from time to time to hold Contract values on which Benefits may be based.
ü		Insured		The person whose lifetime is used to measure the Benefits under the Rider. The Insured is set out on the Rider specifications page. The Insured cannot be changed after the issue date of the Rider as shown on the Rider specifications page.
ü		Rider Anniversary		The date in each year that is the annual anniversary of the Rider Effective Date.
ü		Rider Effective Date		The Contract Effective Date or Contract Anniversary on which the Rider is activated.
ü		Rider Year		Each 12 month period that begins on the Rider Effective Date or a Rider Anniversary.

Introduction

We offer a Guaranteed Lifetime Withdrawal Benefit through a rider (the “Rider”) to this Contract. If you choose to activate the Rider, it will provide a lifetime withdrawal Benefit, up to a certain amount each Benefit Year, even after the Contract value is zero. The Insured must be at least 55 years old on the Benefit Start Date to receive a Benefit under the Rider.

You cannot activate the Rider if the Contract is a tax-qualified contract and, on the Rider Effective Date, you will be 81 years old or older (or the Annuitant will be 81 years old or older if the Contract is owned by a plan sponsor or trustee). You cannot activate the Rider if the Contract is a non-tax-qualified contract and, on the Rider Effective Date, you or the joint owner, if any, will be 86 years old or older (or the Annuitant will be 86 years old or older if you or a joint owner is not a human being). You cannot activate the Rider if the Guaranteed Minimum Withdrawal Benefit Rider is in effect. You cannot activate the Rider if in the future we are no longer issuing the Rider with any new annuity contracts and we prohibit further activations on a nondiscriminatory basis. We will notify you if we take this action.

Once the Rider is activated, you may not participate in the dollar cost averaging program otherwise available under the Contract.

Ø

The Rider may not be available in all states and may not be available with Contracts issued before September 7, 2007. If your Contract was issued in connection with an employer plan, the availability of the Rider may be restricted. For additional information about the availability of the Rider, contact us at our Administrative Office, P.O. Box 5423, Cincinnati OH 45201-5423, 1-800-789-6771.

Rider Charge

In exchange for the ability to receive Benefits for life, we will assess an annual charge not to exceed 1.20% of the current Benefit Base Amount. Currently, the charge is 0.55% of the current Benefit Base Amount. After the Rider is activated, the charge for your Rider will not change except under the circumstances described in “Reset Opportunities” below.

We will assess the Rider charge on each Rider Anniversary. We will also assess a prorated charge upon surrender of the Contract or termination of the Rider. We will take the Rider charge by withdrawing amounts proportionally from each Designated Subaccount (as discussed below) to which you have allocated your Account Value at the time the charge is taken.

Designated Subaccounts

Before the Rider Effective Date, you must transfer your Account Value to one or more Designated Subaccount(s) that you select. The required transfers must be made by Written Request. If you do not make the required transfers, we will reject your request to activate the Rider.

Ø

Please review the explanation of a Written Request in the Definitions section of this prospectus.

The Designated Subaccounts are listed below.

Ibbotson Balanced ETF Asset Allocation Portfolio-Class II
Ibbotson Conservative ETF Asset Allocation Portfolio-Class II
Ibbotson Growth ETF Asset Allocation Portfolio-Class II
Ibbotson Income and Growth ETF Asset Allocation Portfolio-Class II

Ø

Additional information about the Designated Subaccounts is located in The Portfolios section and Appendix B of this prospectus.

Following the Rider Effective Date, you may reallocate your Account Value among the Designated Subaccounts in accordance with the Transfer provisions of the Contract.

Impact of the Rider on the Contract

Following the Rider Effective Date, we may decline to accept Purchase Payments to the Contract in excess of $50,000 per Contract Year. Before or after the Rider Effective Date, we may decline to accept any additional Purchase Payments to the Contract if we are no longer issuing annuity contracts with the Rider unless you decline or terminate the Rider. In this case, we will notify you that you must decline or terminate the Rider before we will accept any additional Purchase Payments to the Contract. If the Contract allows loans, all rights under the Rider will terminate if you fail to pay off all loans by the Benefit Start Date, and no new loans may be taken after the Benefit Start Date.

Benefit Base Amount Before the Benefit Start Date

The amount of the Benefit payments that will be available to you under the Rider depends on the Benefit Base Amount.

On or before the Benefit Start Date, the Benefit Base Amount will equal the greater of your Rollup Base Amount or your Reset Base Amount, if any.

Rollup Base Amount

Your Rollup Base Amount starts with your Account Value as of the Rider Effective Date. To this we add the amount of any Purchase Payments made since the Rider Effective Date. At the end of each of the first five Rider Years, as long as you have not taken an Excess Withdrawal, we also add a simple interest credit. Each interest credit is calculated as 5% of the Account Value on the Rider Effective Date, plus Purchase Payments received since the Rider Effective Date, and minus the Fixed Account value, if any, at the end of the Rider Year. There is no compounding. The interest credit for a Purchase Payment received during the Rider Year will be prorated. No further interest credit will be made after there has been a withdrawal from the Contract after the Rider Effective Date other than to pay Rider charges. If an Excess Withdrawal is taken, the Rollup Base Amount will be reduced by the same percentage as the percentage reduction in your Account Value.

Reset Base Amount

The Reset Base Amount starts with the Account Value of the Contract on the most recent Rider Anniversary for which you elect to reset, as described under “Reset Opportunities” below. If an Excess Withdrawal is taken, the Reset Base Amount is reduced by the same percentage as the percentage reduction in your Account Value.

Examples of Benefit Base Amount Calculation

These examples are intended to help you understand how the Base Benefit Amount is calculated. They assume that:

•

you make the Purchase Payments shown,

•

gains, losses, and charges cause your Account Value to vary as shown,

•

you take no withdrawals except as shown, and

•

you elect to reset on each Rider Anniversary on which your Account Value has increased over the prior year.

To calculate the Benefit Base Amount in the example, compare the Reset Base Amount (column 4) and the Rollup Base Amount (column 6) on each Rider Anniversary. The Benefit Base Amount is the greater of these two amounts.

Example 1

		Assume:								Then:
		Purchase								Reset				Rollup				Rollup				Benefit
Rider		Payment or				Account				Base				Interest				Base				Base
Anniversary		Withdrawal				Value				Amount				Credits				Amount				Amount
0		$	100,000			$	100,000											$	100,000			$	100,000
1							106,000			$	106,000			$	5,000				105,000				106,000
2			50,000				159,000				159,000				5,000				160,000				160,000
3							168,000				168,000				7,500				167,500				168,000
4							180,000				180,000				7,500				175,000				180,000
5							175,000				180,000				7,500				182,500				182,500
6							181,000				181,000								182,500				182,500
7							186,000				186,000								182,500				186,000
8							184,000				186,000								182,500				186,000
9							190,000				190,000								182,500				190,000

Example 2

		Assume:								Then:
		Purchase								Reset				Rollup				Rollup				Benefit
Rider		Payment or				Account				Base				Interest				Base				Base
Anniversary		Withdrawal				Value				Amount				Credits				Amount				Amount
0		$	100,000			$	100,000											$	100,000			$	100,000
1							106,000			$	106,000			$	5,000				105,000				106,000
2							109,000				108,000				5,000				110,000				110,000
3			-23,000				92,000				86,400								88,000				88,000
4							98,400				98,400								88,000				98,400
5							95,733				98,400								88,000				98,400
6							97,333				98,400								88,000				98,400
7							100,000				100,000								88,000				100,000
8							98,933				100,000								88,000				100,000
9							100,533				100,533								88,000				100,533

The Account Values assumed in these examples are for illustration purposes only, and are not intended to predict the performance of any particular Subaccounts or Fixed Account options.

When a reset is elected, the Reset Base Amount prevents the Benefit Base Amount from falling when the Account Value falls due to investment losses. In these examples, on the 8^th Rider Anniversary, the Reset Base Amount prevents a drop in the Benefit Base Amount even though the Account Value has fallen. It also prevents a drop in the Benefit Base Amount on the 5^th Rider Anniversary but, in the first example, the Rollup Base Amount gave an even better result.

The Rollup Base Amount ensures that the Benefit Base Amount will grow by a minimum factor over the first five years. In the first example, on the 2^nd, 5^th, and 6^th Rider Anniversaries, the Rollup Base Amount has grown by more than the cumulative growth in the Account Value and results in a Benefit Base Amount that is greater than the Account Value. In the second example, the Rollup Base Amount was beneficial on the 2^nd Rider Anniversary, but Rollup Amounts stopped because of the withdrawal on the 3^rd Rider Anniversary.

See the paragraphs labeled Rollup Base Amount and Reset Base Amount for a description of the manner in which we determine these amounts.

Lifetime Withdrawals

Anytime after the Rider Effective Date, you may begin taking the lifetime withdrawal Benefit if the Insured is at least 55 years old.

On the Benefit Start Date, the Benefit Base Amount is set and will not change unless you take an Excess Withdrawal. Unless a Spousal Benefit is in effect, the Benefit Percentage is determined based on the age of the Insured (who is typically you) on the Benefit Start Date as set out below.

Age of Insured on Benefit Start Date		Benefit Percentage
At least age 55 but under age 60		4.0%
Age 60 or older		5.0%

On the Benefit Start Date and each anniversary of the Benefit Start Date, the Benefit Base Amount will be multiplied by the Benefit Percentage to determine the Benefit amount for the following Benefit Year. Generally, the Benefit amount is the maximum amount that can be withdrawn from the Contract before the next anniversary of the Benefit Start Date without reducing the Benefit Base Amount. The ability to take a withdrawal Benefit will continue until the earlier of your death, annuitization, or any other event that terminates the Rider.

At a minimum, the Benefit amount at any point during a Benefit Year will never be less than the Internal Revenue Code “required minimum distribution” for the calendar year that ends with or within the Benefit Year. For this purpose, we will compute the required minimum distribution based on the values of the Contract without considering any other annuity or tax-qualified account. The required minimum distribution will be reduced by all prior withdrawals or Benefit payments from the Contract made in the applicable calendar year. In calculating the required minimum distribution for this purpose, we may choose to disregard changes in the federal tax law that are made after the issue date of the Rider shown on the Rider specifications page if such changes would increase the required minimum distribution. We will notify you if we make this choice. If we choose to disregard changes in federal tax law that would increase the required minimum distribution, then you will need to satisfy this increase either from another annuity or tax-qualified account or by taking an Excess Withdrawal from the Contract.

Although lifetime withdrawals up to the Benefit amount do not reduce the Benefit Base Amount, they do reduce Contract values, the Death Benefit, and the amount available for annuitization. We will make lifetime withdrawals proportionally from the Designated Subaccounts as of the date the Benefit payment is made.

Purchase Payments that we receive after the Benefit Start Date will not increase the Benefit Base Amount. Excess Withdrawals taken after the Benefit Start Date will cause an adjustment in the Benefit Base Amount. The Benefit Base Amount is reduced by the same percentage as the percentage reduction in your Account Value due to the Excess Withdrawal. An Excess Withdrawal that reduces the Benefit Base Amount below $1,250 will result in termination of the Rider.

Example of Impact of Excess Withdrawal on Benefits

This example is intended to help you understand how an Excess Withdrawal impacts the lifetime withdrawal Benefit.

Assume that, on your Benefit Start Date, your Benefit Base Amount is $125,000, your Benefit Percentage is 5%, and the required minimum distribution rules do not require a greater Benefit. These assumptions produce a lifetime withdrawal Benefit of $6,250 ($125,000 x 5% = $6,250) per Benefit Year.

Now assume that you have not previously taken an Excess Withdrawal, and you have not taken your Benefit for the current Benefit Year.

Then, when your Account Value is $115,000, you withdraw $20,000 from the Contract, leaving you with an Account Value of $95,000.

Step One: Calculate the Excess Withdrawal.

Total withdrawals for the Benefit Year		$	20,000
Benefit amount for the Benefit Year			– 6,250
Excess Withdrawal		$	13,750

Step Two: Calculate the Account Value immediately before the Excess Withdrawal.

Account Value before withdrawal		$	115,000
Benefit amount for the Benefit Year			– 6,250
Account Value before Excess Withdrawal		$	108,750

Step Three: Calculate the proportional reduction for the Excess Withdrawal.

1 –		$	95,000			Account Value immediately after the $20,000 withdrawal		= 12.6437%		Percentage Reduction
		$	108,750			Account Value immediately before the Excess Withdrawal

$125,000		Base Benefit Amount		x 12.6437%		Percentage Reduction		= $15,805		Proportional Reduction

Step Four: Calculate the reduced Base Benefit Amount.

Base Benefit Amount		$	125,000
Less proportional reduction for Excess Withdrawals			– 15,805
Base Benefit Amount reduced for Excess Withdrawals		$	109,195

Step Five: Determine the new lifetime withdrawal Benefit.

Base Benefit Amount after reduction		$	109,195
Benefit Percentage			x 5	%
New lifetime withdrawal Benefit amount		$	5,460

Impact of Rider Benefit Payments and Charges

Withdrawals made from the Contract to pay Benefits or to pay charges for the Rider will be subject to all of the terms and conditions of the Contract, except as explained below:

•

the amount need not meet the minimum amount for a withdrawal that is otherwise required;

•

the amount withdrawn may reduce your Account Value below the minimum amount that is otherwise required;

•

we will not terminate the Contract if the amount withdrawn reduces your Account Value below the minimum amount that is otherwise required; and

•

the amount withdrawn may completely exhaust your Account Value.

Reset Opportunities

On each Rider Anniversary before the Benefit Start Date and on the Benefit Start Date, you will have the opportunity to reset the Reset Base Amount equal to your Account Value as of that Rider Anniversary or the Benefit Start Date, whichever is applicable. If you elect to reset the Reset Base Amount and the then current charge for new issues of this Rider is higher than the charge that we are then assessing for your Rider, the reset will trigger an increase in the Rider charge. The increase in the Rider charge will be effective for the next Rider Year. To make a reset election, you must send us a Written Request and we must receive the Written Request before the Benefit Start Date and no later than 30 days after the “reset date” itself.

Generally it would be to your advantage to elect a reset on (1) any Rider Anniversary when your Account Value is higher than the Benefit Base Amount on that Rider Anniversary, and (2) on the Benefit Start Date if your Account Value on the Benefit Start Date is higher than the Benefit Base Amount on that date. However, if you elect a reset, we may increase the Rider charges to the level that applies to new Contracts at that time.

At any time before the Benefit Start Date, you may choose to automatically reset the Reset Base Amount equal to your Account Value, if higher, on each Rider Anniversary. An automatic reset election must be made by Written Request and will take effect on the next Rider Anniversary. If an automatic reset triggers an increase in the Rider charge, we will send you a notice of the new Rider charge and provide you with the opportunity to opt-out of the reset that triggered the increase. To make an opt-out election, you must send us a Written Request and we must receive the Written Request no later than 30 days from the date of the notice. An opt-out election will end your participation in the automatic reset program. You may voluntarily terminate your participation in the automatic reset program at any time by Written Request.

Spousal Benefit

ü		Spousal Benefit		A Benefit available after the death of the Insured for the remaining life of the Spouse.
ü		Spouse		The person who is the spouse of the Insured as of the Rider Effective Date.
				A spouse will cease to be considered the Spouse if the marriage of the Insured and Spouse is terminated by divorce, dissolution, annulment, or for other cause apart from the death of the Insured.
				A new spouse cannot be substituted after the Rider Effective Date.

For an additional annual charge, you can elect, at the time that you activate the Rider, to add a Spousal Benefit if the Insured is married on that date.

The Spousal Benefit allows a surviving Spouse to continue to receive, for the duration of his/her lifetime, a withdrawal Benefit provided the following 4 conditions are satisfied:

•

you added the Spousal Benefit at the time that you activated the Rider;

•

the Spouse as of the Rider Effective Date remains the Spouse of the Insured through the death of the Insured;

•

no Death Benefit becomes payable under the Contract; and

•

the Spouse is the sole Beneficiary and elects to become the successor owner of the Contract.

The Spouse’s right to a withdrawal Benefit will continue until his/her death or the termination of the Rider, whichever is first.

If the Spousal Benefit is in effect, the Benefit Percentage is determined based on the age of the Insured or the age of the Spouse, whichever is less, on the Benefit Start Date as set out below.

Age of Younger of Insured or Spouse on
Benefit Start Date		Benefit Percentage
At least age 55 but under age 60		4.0%
Age 60 or older		5.0%

Currently, the additional annual charge for the Spousal Benefit is 0.15% of the Benefit Base Amount. After the Rider including the Spousal Benefit is activated, the annual Rider charge rate will never exceed 1.20% of the Benefit Base Amount.

If during the life of the Insured the marriage terminates due to divorce, dissolution or annulment, or death of the Spouse, the Spousal Benefit will end. We will stop the associated Rider charge when we receive evidence of the termination of the marriage that is satisfactory to us. Once the Spousal Benefit has ended, it may not be re-elected or added to cover a subsequent spouse.

Impact on Outstanding Loans

As a general rule, you must transfer your Account Value to one or more Designated Subaccounts before the Rider Effective Date. We will make an exception with respect to collateral for Contract loans outstanding before the Benefit Start Date. The following table describes the special transfer rules applicable to collateral for Contract loans.

Time/Period		Transfer Rule
At the time of activation		You are not required to transfer the portion of your Fixed Account value that is then needed as collateral for a Contract loan.
From time to time after activation and before the Benefit Start Date		We may require you to transfer the portion of your Fixed Account value that is no longer needed as collateral for a Contract loan. You must make this transfer within 30 days of our written notice to you of this requirement, or all rights under the Rider will terminate.
On or before the Benefit Start Date		You must pay off the Contract loan and transfer the portion of your Fixed Account value that is no longer needed as collateral. If you do not pay off the Contract loan and make the required transfer, all rights under the Rider will terminate.

Termination of the Rider

All rights under the Rider will terminate at the time indicated if any of the following events occurs:

•		upon your Written Request to decline or terminate the Rider;
•		at any time that the Insured transfers or assigns an ownership interest in the Contract;
•		if you or a joint owner of the Contract is not a human being, at any time that the Insured is no longer named as an Annuitant under the Contract;
•		upon a failure to transfer funds to a Designated Subaccount before the Rider Effective Date;
•		upon a transfer of funds within the Contract after the Rider Effective Date to an investment option that is not a Designated Subaccount, except to the limited extent required for collateral for a loan;
•		upon an Excess Withdrawal from the Contract that reduces the Benefit Base Amount below $1,250;
•		upon the surrender or annuitization of the Contract;
•		upon a death that would give rise to a Death Benefit under the Contract, unless the Spouse is the sole Beneficiary and elects to become the successor owner of the Contract;
•		upon the death of the Insured before the Benefit Start Date; or
•		upon the complete payment of all Benefits under the Rider.

Declining the Rider

You may decline the Rider at any time by Written Request.

Guaranteed Minimum Withdrawal Benefit

ü		Benefit		A guaranteed withdrawal benefit that is available under the Benefits section of the Rider.
ü		Benefit Base Amount		The amount on which Rider charges and Benefit payments are based.
ü		Benefit Start Date		The first day that a Benefit under the Rider is to be paid.
ü		Benefit Year		A 12 month period beginning on the Benefit Start Date or on an anniversary of the Benefit Start Date.
ü		Excess Withdrawal		(1) A withdrawal from the Contract after the Rider Effective Date and before the Benefit Start Date, or (2) a withdrawal from the Contract on or after the Benefit Start Date to the extent that the withdrawal exceeds the Benefit amount that is available on the date of payment. A withdrawal to pay Rider charges is never considered an Excess Withdrawal.
ü		Designated Subaccount		Each Subaccount that we designate from time to time to hold Contract values on which Benefits may be based.
ü		Rider Anniversary		The date in each year that is the annual anniversary of the Rider Effective Date.
ü		Rider Effective Date		The Contract Effective Date or Contract Anniversary on which the Rider is activated.
ü		Rider Year		Each 12 month period that begins on the Rider Effective Date or a Rider Anniversary.

Introduction

We offer a Guaranteed Minimum Withdrawal Benefit through a rider (the “Rider”) to this Contract. If you choose to activate the Rider, it will provide a minimum withdrawal Benefit, up to a certain amount each Benefit Year, even after the Contract value is zero.

You cannot activate the Rider if the Contract is a tax-qualified contract and, on the Rider Effective Date, you will be 81 years old or older (or the Annuitant will be 81 years old or older if the Contract is owned by a plan sponsor or trustee). You cannot activate the Rider if the Contract is a non-tax-qualified contract and, on the Rider Effective Date, you or the joint owner, if any, will be 86 years old or older (or the Annuitant will be 86 years old or older if you or a joint owner is not a human being). You cannot activate the Rider if the Guaranteed Lifetime Withdrawal Benefit Rider is in effect. You cannot activate the Rider if in the future we are no longer issuing the Rider with any new annuity contracts and we prohibit further activations on a nondiscriminatory basis. We will notify you if we take this action.

Once the Rider is activated, you may not participate in the dollar cost averaging program otherwise available under the Contract.

Ø

The Rider may not be available in all states and may not be available with Contracts issued before September 7, 2007. If your Contract was issued in connection with an employer plan, the availability of the Rider may be restricted. For additional information about the availability of the Rider, contact us at our Administrative Office, P.O. Box 5423, Cincinnati OH 45201-5423, 1-800-789-6771.

Rider Charge

In exchange for the ability to receive minimum withdrawal Benefits, we will assess an annual charge not to exceed 1% of the current Benefit Base Amount. Currently, the charge is 0.40% of the current Benefit Base Amount. After the Rider is activated, the charge for your Rider will not change except under the circumstances described in “Reset Opportunities” below.

We will assess the Rider charge on each Rider Anniversary. We will also assess a prorated charge upon surrender of the Contract or termination of the Rider. We will take the Rider charge by withdrawing amounts proportionally from each Designated Subaccount (as discussed below) to which you have allocated your Account Value at the time the charge is taken.

Designated Subaccounts

Before the Rider Effective Date, you must transfer your Account Value to one or more Designated Subaccount(s) that you select. The required transfers must be made by Written Request. If you do not make the required transfers, we will reject your request to activate the Rider.

Ø

Please review the explanation of a Written Request in the Definitions section of this prospectus.

The Designated Subaccounts are listed below.

Ibbotson Balanced ETF Asset Allocation Portfolio-Class II
Ibbotson Conservative ETF Asset Allocation Portfolio-Class II
Ibbotson Growth ETF Asset Allocation Portfolio-Class II
Ibbotson Income and Growth ETF Asset Allocation Portfolio-Class II

Ø

Additional information about the Designated Subaccounts is located in The Portfolios section and Appendix B of this prospectus.

Following the Rider Effective Date, you may reallocate your Account Value among the Designated Subaccounts in accordance with the Transfer provisions of the Contract.

Impact of the Rider on the Contract

Following the Rider Effective Date, we may decline to accept Purchase Payments to the Contract in excess of $50,000 per Contract Year. Before or after the Rider Effective Date, we may decline to accept any additional Purchase Payments to the Contract if we are no longer issuing annuity contracts with the Rider unless you decline or terminate the Rider. In this case, we will notify you that you must decline or terminate the Rider before we will accept any additional Purchase Payments to the Contract. If the Contract allows loans, all rights under the Rider will terminate if you fail to pay off all loans by the Benefit Start Date, and no new loans may be taken after the Benefit Start Date.

Benefit Base Amount

The amount of the Benefit payments that will be available to you under the Rider depends on the Benefit Base Amount.

Unless you elect to reset, the Base Benefit Amount is equal to the Account Value on the Rider Effective Date, less adjustments for any Excess Withdrawals since the Rider Effective Date. On or after the most recent Rider Anniversary for which you elect to reset, as described under “Reset Opportunities” below, the Benefit Base Amount will be equal to your Account Value as of that Rider Anniversary, less adjustments for any Excess Withdrawals since that Rider Anniversary.

No reset may be elected after the Benefit Start Date. The Benefit Base Amount is reduced by the same percentage as the percentage reduction in your Account Value due to the Excess Withdrawal.

Minimum Withdrawals

Anytime after the Rider Effective Date, you may begin taking the minimum withdrawal Benefit.

The Benefit amount that may be withdrawn during each Benefit Year is equal to 5% of the current Benefit Base Amount.

Although withdrawals up to the Benefit amount do not reduce the Benefit Base Amount, they do reduce the total Benefits that remain to be paid under the Rider. They also reduce Contract values, the Death Benefit, and the amount available for annuitization. We will make withdrawals proportionally from the Designated Subaccounts as of the date the Benefit payment is made.

At a minimum, the Benefit amount at any point during a Benefit Year will never be less than the Internal Revenue Code “required minimum distribution” for the calendar year that ends with or within the Benefit Year. For this purpose, we will compute the required minimum distribution based on the values of the Contract without considering any other annuity or tax-qualified account. The required minimum distribution will be reduced by all prior withdrawals or Benefit payments from the Contract made in the applicable calendar year. In calculating the required minimum distribution for this purpose, we may choose to disregard changes in the federal tax law that are made after the issue date of the Rider shown on the Rider specifications page if such changes would increase the required minimum distribution. We will notify you if we make this choice. If we choose to disregard changes in federal tax law that would increase the required minimum distribution, then you will need to satisfy this increase either from another annuity or tax-qualified account or by taking an Excess Withdrawal from the Contract.

Purchase Payments that we receive after the Benefit Start Date will not increase the Benefit Base Amount. An Excess Withdrawal that reduces the Benefit Base Amount below $1,250 will result in termination of the Rider.

Duration of Benefits

Your right to take a withdrawal Benefit will continue until the total Benefit payments equal the current Benefit Base Amount. This is not a fixed period. The right to take a withdrawal Benefit will end before the total Benefit payments equal the current Benefit Base Amount if you annuitize the Contract, a death benefit becomes payable under the Contract, or any other event occurs that terminates the Rider.

Your right to take a withdrawal Benefit will last for 20 years if all of the following conditions are met: (1) each year you take a withdrawal Benefit exactly equal to 5% of the Benefit Base Amount, (2) you do not take a withdrawal Benefit of more than 5% of the Benefit Base Amount because of a required minimum distribution, (3) you take no Excess Withdrawals on or after the Benefit Start Date, and (4) the Rider does not terminate. If in any year you take a withdrawal Benefit of less than 5% of the Benefit Base Amount, your right to take a withdrawal Benefit may last for more than 20 years. If you take a withdrawal Benefit of more then 5% of the Benefit Base Amount because of a required minimum distribution, or if you take an Excess Withdrawal on or after the Benefit Start Date, your right to take a withdrawal Benefit may last for fewer than 20 years.

Example of Impact of Excess Withdrawal on Benefits

This example is intended to help you understand how an Excess Withdrawal impacts the minimum withdrawal Benefit.

Assume that, on your Benefit Start Date, your Benefit Base Amount is $125,000, your Benefit Percentage is 5%, and the required minimum distribution rules do not require a greater Benefit. These assumptions produce a minimum withdrawal Benefit of $6,250 ($125,000 x 5% = $6,250) per Benefit Year.

Now assume that, in the first and second Benefit Years, you withdraw the $6,250 Benefit and, in the third Benefit year when your current Account Value is $115,000, you withdraw $20,000 from the Contract, leaving you with an Account Value of $95,000.

Step One: Calculate the Excess Withdrawal.

Total withdrawals for the Benefit Year		$	20,000
Benefit amount for the Benefit Year			– 6,250
Excess Withdrawal		$	13,750

Step Two: Calculate the Account Value immediately before the Excess Withdrawal.

Account Value before withdrawal		$	115,000
Benefit amount for the Benefit Year			– 6,250
Account Value before Excess Withdrawal		$	108,750

Step Three: Calculate the proportional reduction for the Excess Withdrawal.

1 –		$	95,000			Account Value immediately after the $20,000 withdrawal		= 12.6437%		Percentage Reduction
		$	108,750			Account Value immediately before the Excess Withdrawal

$125,000		Base Benefit Amount		x 12.6437%		Percentage Reduction		= $15,805		Proportional Reduction

Step Four: Calculate the reduced Base Benefit Amount.

Base Benefit Amount		$	125,000
Less proportional reduction for Excess Withdrawals			– 15,805
Base Benefit Amount reduced for Excess Withdrawals		$	109,195

Step Five: Determine the new minimum withdrawal Benefit and Benefits remaining.

Base Benefit Amount after reduction		$	109,195
Benefit Percentage			x 5	%
New lifetime withdrawal Benefit amount		$	5,460

Base Benefit Amount after reduction		$	109,195
Less Benefits for first three Benefit Years			– 18,750
Benefits remaining		$	90,445

Impact of Rider Benefit Payments and Charges

Withdrawals made from the Contract to pay Benefits or to pay charges for the Rider will be subject to all of the terms and conditions of the Contract, except as explained below:

•

the amount need not meet the minimum amount for a withdrawal that is otherwise required;

•

the amount withdrawn may reduce your Account Value below the minimum amount that is otherwise required;

•

we will not terminate the Contract if the amount withdrawn reduces your Account Value below the minimum amount that is otherwise required; and

•

the amount withdrawn may completely exhaust your Account Value.

Reset Opportunities

On each Rider Anniversary before the Benefit Start Date and on the Benefit Start Date, you will have the opportunity to reset the Benefit Base Amount equal to your Account Value as of that Rider Anniversary or the Benefit Start Date, whichever is applicable. If you elect to reset the Benefit Base Amount and the then current charge for new issues of this Rider is higher than the charge that we are then assessing for your Rider, the reset will trigger an increase in the Rider charge. The increase in the Rider charge will be effective for the next Rider Year. To make a reset election, you must send us a Written Request and we must receive the Written Request before the Benefit Start Date and no later than 30 days after the “reset date” itself.

Generally it would be to your advantage to elect a reset on (1) any Rider Anniversary when your Account Value is higher than the Benefit Base Amount on that Rider Anniversary, and (2) on the Benefit Start Date if your Account Value on the Benefit Start Date is higher than the Benefit Base Amount on that date. However, if you elect a reset, we may increase the Rider charges to the level that applies to new Contracts at that time.

At any time before the Benefit Start Date, you may choose to automatically reset the Benefit Base Amount equal to your Account Value, if higher, on each Rider Anniversary. An automatic reset election must be made by Written Request and will take effect on the next Rider Anniversary. If an automatic reset triggers an increase in the Rider charge, we will send you a notice of the new Rider charge and provide you with the opportunity to opt-out of the reset that triggered the increase. To make an opt-out election, you must send us a Written Request and we must receive the Written Request no later than 30 days from the date of the notice. An opt-out election will end your participation in the automatic reset program. You may voluntarily terminate your participation in the automatic reset program at any time by Written Request.

Impact on Outstanding Loans

As a general rule, you must transfer your Account Value to one or more Designated Subaccounts before the Rider Effective Date. We will make an exception with respect to collateral for Contract loans outstanding before the Benefit Start Date. The following table describes the special transfer rules applicable to collateral for Contract loans.

Time/Period		Transfer Rule
At the time of activation		You are not required to transfer the portion of your Fixed Account value that is then needed as collateral for a Contract loan.
From time to time after activation and before the Benefit Start Date		We may require you to transfer the portion of your Fixed Account value that is no longer needed as collateral for a Contract loan. You must make this transfer within 30 days of our written notice to you of this requirement, or all rights under this Rider will terminate.
On or before the Benefit Start Date		You must pay off the Contract loan and transfer the portion of your Fixed Account value that is no longer needed as collateral. If you do not pay off the Contract loan and make the required transfer, all rights under the Rider will terminate.

Termination of the Rider

All rights under the Rider will terminate at the time indicated if any of the following events occurs:

•		upon your Written Request to decline or terminate the Rider;
•		upon a failure to transfer funds to a Designated Subaccount before the Rider Effective Date;
•		upon a transfer of funds within the Contract after the Rider Effective Date to an investment option that is not a Designated Subaccount, except to the limited extent required for collateral for a loan;
•		upon an Excess Withdrawal from the Contract that reduces the Benefit Base Amount below $1,250;
•		upon the surrender or annuitization of the Contract;
•		upon a death that would give rise to a Death Benefit under the Contract, unless the Spouse is the sole Beneficiary and elects to become the successor owner of the Contract;
•		upon the death of the Insured before the Benefit Start Date; or
•		upon the complete payment of all Benefits under the Rider.

Declining the Rider

You may decline the Rider at any time by Written Request.

We may make loans to Owners of certain Tax Qualified Contracts. If loans are available under a Tax Qualified Contract, loan provisions are described in the loan endorsement to the Contract.

We will charge interest on these loans. The maximum rate of interest that we will charge will be 8% or such other higher rate than may be required by the plan administrator or an employer retirement plan that controls the Contract. These loans will be secured with an interest in the Contract. The collateral for the loan will be moved from the designated Subaccounts to the Fixed Accumulation Account option and will earn a fixed rate of interest applicable to loan collateral. The minimum rate of interest that we will credit to loan collateral is 1% or any higher Fixed Account guaranteed interest rate stated in your Contract. The difference between the amount of interest we charge on a loan and the amount of interest we credit to loan collateral is called the “loan interest spread.” The current “loan interest spread” is 3%.

Loan amounts and repayment requirements are subject to provisions of the Internal Revenue Code. A default on a loan will result in a taxable event. You should consult a tax advisor before exercising loan privileges.

A loan, whether or not repaid, will have a permanent effect on the Account Value of a Contract because the collateral cannot be allocated to the Subaccounts or Fixed Account One-Year Guarantee Period option. The longer the loan is outstanding, the greater the effect is likely to be. The effect could be favorable or unfavorable. If the investment results are greater than the interest rate being credited on collateral while the loan is outstanding, the Account Value will not increase as rapidly as it would have increased if no loan were outstanding. If investment results are below that interest rate, the Account Value will be higher than it would have been if no loan had been outstanding.

We reserve the right to terminate any Contract at any time that the Account Value is less than $500. We will not terminate a Contract if Benefit payments under the Guaranteed Lifetime Withdrawal Benefit Rider or the Guaranteed Minimum Withdrawal Benefit Rider reduce the Account Value below $500. If we terminate the Contract, we will pay you the Account Value less any fees and charges, loans, and applicable premium tax or other taxes not previously deducted.

A group Contract may be terminated on 60 days advance notice, in which case participants will be entitled to continue their interests on a deferred, paid-up basis, subject to our termination right as described above.

Reports and Confirmations

At least once each Contract Year, we will mail reports of the Contract’s Account Value and any other information required by law to you. We will not send these reports after the Commencement Date or a full surrender of the Contract, whichever is first.

We will confirm receipt of any Purchase Payments made after the initial Purchase Payment in quarterly statements of account activity.

Householding

If you and other Owners at a shared address consented to receive only one copy of each prospectus, annual report, or other required document per household (“householding”), you may revoke your consent at any time. Please contact us at 1-800-789-6771 or www.gafri.com if you wish to receive separate documents.

If you are currently receiving multiple copies of required documents, you may contact us at 1-800-789-6771 or www.gafri.com for additional information about householding.

Electronic Delivery of Required Documents

If you wish to receive prospectuses, SAIs, annual reports, and other required documents only in electronic form, you must give your consent to electronic delivery. You may revoke this consent at any time. Please contact us at 1-800-789-6771 or www.gafri.com for additional information about electronic delivery of documents.

Voting of Portfolio Shares

To the extent required by law, we will vote all Portfolio shares held in the Separate Account at regular and special shareholder meetings of the respective Portfolios. The Portfolios are not required to hold annual or other regular meetings of shareholders.

Before the Commencement Date, we will vote Portfolio shares according to instructions of Owners, unless we are permitted to vote shares in our own right. We will solicit voting instructions in accordance with procedures established by the respective Portfolios. Each person or entity having a voting interest in a Subaccount will receive proxy material, reports and other material relating to the appropriate Portfolio.

We will calculate the number of votes for which you may provide voting instructions separately for each Subaccount. We will determine the number by applying your percentage interest, if any, in a particular Subaccount to the total number of votes attributable to that Subaccount. We will determine your percentage interest and the total number of votes as of the record date established by that Portfolio for voting purposes.

We will also vote or abstain from voting shares for which we receive no timely instructions and shares we hold as to which Owners have no beneficial interest (including shares held by us as reserves for benefit payments*). We will vote or abstain from voting such shares in proportion to the voting instructions we receive from Owners of all Contracts participating in the Subaccount. Because we will use this proportional method of voting, a small number of Owners may determine the manner in which we will vote Portfolio shares for which we solicit voting instructions but receive no timely instructions.

Annuity Benefit

ü		Annuity Benefit		The payments that may be made under the Annuity Benefit section of the Contract.
ü		Annuity Benefit Amount		The Account Value, reduced by any fees and charges, loans, and applicable premium tax or other taxes not previously deducted, will be used to provide Annuity Benefit payments under the Contract.
ü		Annuity Commencement Date		The first day of the first payment interval for which an Annuity Benefit payment is to be made.

When the Contract is annuitized, we promise to pay a stream of Annuity Benefit payments for the duration of the settlement option selected. Upon annuitization, the Account Value is no longer available to you. Annuity Benefit payments are based on the Account Value. Annuity Benefit payments may be calculated and paid as variable dollar payments, fixed dollar payments, or a combination of both The stream of payments, whether variable dollar or fixed dollar, is an obligation of our general account. However, we guarantee only the amount of fixed dollar payments. You (or the applicable payee) bear the risk that any variable dollar payment may be less than the initial variable dollar payment or that it may decline to zero, if Benefit Unit Values for that payment decrease sufficiently.

Annuity Commencement Date

The Annuity Commencement Date is set out on the Contract specification page. You may change the Annuity Commencement Date by Written Request. We must receive the Written Request at least 30 days before the date that the Annuity Benefit payments are scheduled to begin.

Ø

Please review the explanation of a Written Request in the Definitions section of this prospectus.

You should consider the following rules when designating the Annuity Commencement Date.

Tax Qualified Contract		Non Tax Qualified Contract
The Annuity Commencement Date generally must be no later than the Contract Anniversary following your 70th birthday. The Annuity Commencement Date can be later only if we agree.		The Annuity Commencement Date generally must be no later than (1) the Contract Anniversary following the 85th birthday of the elder of you or any joint owner or (2) five years after the effective date of the Contract, whichever is later. The Annuity Commencement Date can be later only if we agree

Form of Annuity Benefit

You may elect to have Annuity Benefit payments made pursuant to any form of settlement option that is currently available. The standard forms of settlement options are described in the Settlement Options section of this prospectus. You may request fixed dollar payments, variable dollar payments, or a combination of both.

You may elect a settlement option or change your election by Written Request. The election or any change in your election must be made before the Annuity Commencement Date. We must receive your Written Request at least 30 days before the Annuity Commencement Date.

If you have not made an election as to the form of settlement option, we will attempt to contact you to ascertain the form of settlement option to be used. If you do not select a settlement option, Annuity Benefit payments will be made annually under the terms of Settlement Option B with a fixed period of 10 years, as described in the Settlement Options section of this prospectus. In addition, the form of the Annuity Benefit payments (fixed dollar payments, variable dollar payments, or a combination of both) will reflect the allocation of your Account Value as of the end of the Valuation Period that precedes the Annuity Commencement Date.

1998 Version		If you do not select a settlement option, Annuity Benefit payments will be fixed dollar payments made monthly under the terms of Settlement Option B for a period of 10 years.

If this Contract is a Tax Qualified Contract, an election of a settlement option is subject to restrictions stated in the tax qualification endorsement. If this Contract is not a tax qualified contract, then an election of a settlement option is subject to the distribution rules set forth in the Contract.

Ø

Additional information about fixed dollar payments and variable dollar payments is included in the Calculation of Benefit Payments section of this prospectus.

Person Who Receives Annuity Benefit Payments

Annuity Benefit payments generally will be made to the Annuitant as payee. There are 2 exceptions to this general rule.

•

If you are not the Annuitant, you can elect to have the Annuity Benefit payments made to yourself as payee.

•

Annuity Benefit payments may be paid as a transfer or rollover to, or as a tax-free exchange for, an annuity or tax-qualified account as permitted by federal tax law.

Annuity Benefit payments that are still payable after the death of the payee will be made to the applicable contingent payee or, if there is no designated or surviving contingent payee, the estate of the last payee who received payments.

For group contracts, Annuity Benefit payments will be made to the Participant as payee. Any Annuity Benefit amounts remaining payable on his or her death will be paid to the contingent payee designated by the Participant by Written Request. We may reject the naming of a non-natural payee. The Participant will be the person on whose life any Annuity Benefit payments are based.

Ø

Please review the explanation of a Written Request in the Definitions section of this prospectus.

Death Benefit

ü		Beneficiary		The person entitled to receive any Death Benefit under this Contract. More information about the Beneficiary is included in the Contract section of the prospectus .
ü		Death Benefit		The benefit described in the Death Benefit section of the Contract.
ü		Death Benefit Commencement Date		(1) The first day of the first payment interval for a Death Benefit that is paid as periodic payments or (2) the date of payment for a Death Benefit that is paid as a lump sum.
ü		Death Benefit Valuation Date		The earlier of (1) the date that we have received both Due Proof of Death and a Written Request with instructions as to the form of the Death Benefit and (2) the Death Benefit Commencement Date.
ü		Due Proof of Death		A certified copy of a death certificate or a certified copy of a decree made by a court of competent jurisdiction as to the finding of death. We will also accept other proof that is satisfactory to us.

Ø

Please review the explanation of a Written Request in the Definitions section of this prospectus.

A Death Benefit will be paid under this Contract if you or a joint owner dies before the Annuity Commencement Date and before the Contract is surrendered.

A Death Benefit will also be paid under the following circumstances.

•

You or a joint owner is a non-natural person and the Annuitant dies before the Annuity Commencement Date and before the Contract is surrendered.

•

The Contract is a Tax Qualified Contract and the Annuitant dies before the Annuity Commencement Date and before the Contract is surrendered.

If your surviving spouse becomes a successor owner of the Contract, no Death Benefit will be paid on your death.

Only one Death Benefit will be paid under the Contract. No Death Benefit will be paid until we receive Due Proof of Death. If a Death Benefit becomes payable, it will be in lieu of all other benefits under the Contract and all other rights under this Contract will be terminated.

Death Benefit Amount

The amount of the Death Benefit will be based on the greater of (1) the Account Value on the Death Benefit Valuation Date and (2) the total of all Purchase Payments, reduced proportionally for any withdrawals. Any reduction in the Purchase Payments that we make to reflect withdrawals will be made in the same percentage as the percentage reduction in your Account Value on the date of the withdrawal.

Example of Determination of Death Benefit Amount

This example is intended to help you understand how a withdrawal impacts the Death Benefit amount.

Assuming your total Purchase Payments equal $100,000, your Account Value is $90,000, you withdraw $10,000 from the Contract, and you are left with an Account Value of $80,000.

Step One: Calculate the proportional reduction.

1 –		$	80,000			Account Value immediately after withdrawal		= 11.1111%		Percentage Reduction
		$	90,000			Account Value immediately before withdrawal

$100,000		Purchase Payments		x 11.1111%		Percentage Reduction		= $11,111		Proportional Reduction

Step Two: Calculate the reduced Purchase Payment amount.

Purchase Payments		$	100,000
Less proportional reduction for withdrawals			– 11,111
Purchase Payments reduced for withdrawals		$	88,889

Step Three: Determine the Death Benefit amount.

Immediately after the withdrawal, the reduced Purchase Payments of $88,889 is greater than the Account Value of $80,000, so the Death Benefit amount would be $88,889.

1998 Version		The Death Benefit will be an amount equal to the greater of (1) the Account Value as of the Death Benefit Valuation Date and (2) 100% of the Purchase Payment(s) received by us, less any amounts returned to you.

The death benefit amount will be reduced by any applicable premium tax or other taxes not previously deducted and by any outstanding loans.

Death Benefit Commencement Date

The Beneficiary may designate the Death Benefit Commencement Date by Written Request. The Written Request must be made within one year of the death of the applicable person. If no designation is made, then the Death Benefit Commencement Date will be one year after the death.

Ø

Please review the explanation of a Written Request in the Definitions section of this prospectus.

Allocations and Transfers of Death Benefit Amount

On the Death Benefit Valuation Date, we will allocate the Death Benefit amount among the Subaccounts and the Fixed Account options. This allocation will be made in the same proportion as the value of each option bears to the total Account Value as of the end of the Valuation Period immediately before that date. After this allocation, the amount of the Death Benefit to be paid will be based on the Account Value.

Between the Death Benefit Valuation Date and the Death Benefit Commencement Date, the Beneficiary may transfer funds among the Subaccounts and the Fixed Account options. These transfers are subject to the limitations described in the Transfers section and Appendix C of this prospectus.

Form of Death Benefit

You may elect to have Death Benefit payments made in one lump sum or pursuant to any form of settlement option that is currently available. The standard forms of settlement options are described in the Settlement Options section of this prospectus. You may request fixed dollar payments, variable dollar payments, or a combination of both. There is no additional charge associated with the form of Death Benefit election.

The election must be made before your death. You may change the election at any time before your death. The election or any change in the election must be made by Written Request.

If you do not make any election, the Beneficiary may make that election after your death and before the Death Benefit Commencement Date. A Beneficiary may change the Beneficiary’s own election by Written Request. We must receive the Written Request at least 30 days before the Death Benefit Commencement Date.

If neither you nor the Beneficiary has made an election, Death Benefit payments will be made annually under the terms of Settlement Option A with a fixed period of 4 years, as described in the Settlement Options section of this prospectus. In addition, the form of the Death Benefit payments (fixed dollar payments, variable dollar payments, or a combination of both) will reflect the allocation of your Account Value as of the end of the Valuation Period that precedes the Death Benefit Commencement Date.

1998 Version		If you do not select a settlement option, Death Benefit payments will be fixed dollar payments made monthly under the terms of Settlement Option A for a period of 4 years.

Ø

Additional information about fixed dollar payments and variable dollar payments is included in the Calculation of Benefit Payments section of this prospectus.

The Beneficiary generally will be the person on whose life any Death Benefit payments under a settlement option will be based. If the Beneficiary is a non-natural person, the Beneficiary may elect to have payments under a life option based on the life of a person to whom the Beneficiary is obligated. This election must be made by Written Request before the Death Benefit Commencement Date.

Ø

Please review the explanation of a Written Request in the Definitions section of this prospectus.

If this Contract is a Tax-Qualified Contract, an election of a settlement option is subject to restrictions stated in the tax qualification endorsement. If this Contract is not a tax-qualified contract, then an election of a settlement option is subject to the distribution rules set forth in the Contract.

Application of a Death Benefit to a Settlement Option

When a Death Benefit is applied to a settlement option, we promise to pay a stream of benefit payments for the duration of the settlement option selected. Benefit payments are based on the Account Value. Benefit payments may be calculated and paid as variable dollar payments, fixed dollar payments, or a combination of both. The stream of payments, whether variable dollar or fixed dollar, is an obligation of our general account. However, we guarantee only the amount of fixed dollar payments. The Beneficiary (or the applicable payee) bears the risk that any variable dollar payment may be less than the initial variable dollar payment, or that it may decline to zero, if Benefit Unit Values for that payment decrease sufficiently.

Person Who Receives Death Benefit Payments

Death Benefit payments generally will be made to the Beneficiary as payee. There are 2 exceptions to this general rule.

•		If the Beneficiary is a non-natural person, the Beneficiary may elect to have Death Benefit payments made to a payee to whom the Beneficiary is obligated to make corresponding payments.
•		Death Benefit payments may be paid as a transfer or rollover to, or as a tax-free exchange for, an annuity or tax-qualified account as permitted by federal tax law.

Death Benefit payments that are still payable after the death of the payee will be made to the applicable contingent payee or, if there is no designated or surviving contingent payee, the estate of the last payee who received payments.

Step Up in Account Value for Successor Owner

If your spouse becomes the successor owner of the Contract, the Account Value may be increased. There is no additional charge associated with this feature.

•		The Account Value will be increased to equal the amount of the Death Benefit that would have been payable if your spouse had not become the successor owner.
•		If the Death Benefit that would have been payable is equal to the Account Value on the applicable date, the Account Value will not be increased.

If the Account Value is increased under this provision, we will add the amount of the increase to the Fixed Accumulation Account.

Any increase under this provision will occur as of the date that would have been the Death Benefit Valuation Date. The date that would have been the Death Benefit Valuation Date will be the later of (1) the date that we receive Due Proof of Death or (2) the date we receive the successor owner election. This date will never be later than one year after the date of your death.

Settlement Options

We will make periodic payments under the standard forms of settlement options described below. More than one settlement option may be elected if the requirements for each settlement option elected are satisfied.

We will make periodic payments in any other form of settlement option that is acceptable to us at the time of any election. All elected settlement options must comply with pertinent laws and regulations. Once payment begins under a settlement option that is contingent on the life of a specified person or persons, the settlement option may not be changed or commuted (i.e., redeemed at present value). Other settlement options may be commuted on a basis acceptable to you and us at the time of the commutation request.

Option		Description
Option A Income for a Fixed Period		We will make periodic payments for a fixed period of 5 to 30 years. (Payment intervals of 1 to 4 years are available for Death Benefit settlement options only.)
Option B Life Annuity with Payments for a Fixed Period		We will make periodic payments for at least a fixed period. If the person on whose life benefit payments are based lives longer than the fixed period, then we will make payments until his or her death.
Option C Joint and One-Half Survivor Annuity		We will make periodic payments until the death of the primary person on whose life benefit payments are based. After the death of the primary person, we will make one-half of the periodic payment until the death of the secondary person on whose life benefit payments are based.

The Annuity 2000 Mortality Table for blended lives (60% female/40% male) with interest at 1% per year, compounded annually, is used to compute all guaranteed settlement option factors, values, and benefits under the Contract.

1998 Version		The 1983 Individual Annuity Mortality Table with interest at 3% per year, compounded annually, is used to compute all guaranteed settlement option factors, values, and benefits under the Contract.

Payments under Settlement Options

Payments under any settlement option may be in fixed dollar payments, variable dollar payments, or a combination of both.

Ø

Additional information about fixed dollar payments and variable dollar payments is included in the Calculation of Benefit Payments section of this prospectus.

Payments under any settlement option may be in monthly, quarterly, semi-annual or annual payment intervals. The first payment will be paid as of the last day of the initial payment interval. If the amount of any regular payment under the form of settlement option elected would be less than $50, an alternative form of settlement option will have to be elected. In our discretion, we may require benefit payments to be made by direct deposit or wire transfer to the account of a designated payee.

If payment under a settlement option depends on whether a specified person is still alive, we may at any time require proof that the person is still living. We will require proof of the age of any person on whose life payments are based. If more than one person is the payee under a settlement option, we will make payments to the payees jointly. No more than 2 persons may be initial payees under Option C.

We may modify minimum amounts, payment intervals and other terms and conditions at any time without prior notice to you. If we change the minimum amounts, we may change any current or future payment amounts and/or payment intervals to conform with the change.

Considerations in Selecting a Settlement Option and Payment Forms

Periodic payments under a settlement option are affected by various factors, including the length of the payment period, the life expectancy of the person on whose life benefit payments are based, the frequency of the payment interval (monthly, quarterly, semi-annual or annual), and the payment form selected (fixed dollar or variable dollar).

•		Generally, the longer the period over which payments are made or the more frequently the payments are made, the lower the amount of each payment because more payments will be made.
•		For life contingent settlement options (Option B and Option C), the longer the life expectancy of the Annuitant or Beneficiary, the lower the amount of each payment because more payments are expected to be paid.
•		Fixed dollar payments will remain level for the duration of the payment period.
•		The actual amount of each variable dollar payment may vary from payment to payment regardless of the duration of the payment period. The actual amount of each variable dollar payment will reflect the investment performance of the Subaccount(s) selected. The assumed daily investment factor, which is based on a net investment rate of 1% per year, compounded annually, (3% per year, compounded annually, for the 1998 version of the Contract) also affects the amount by which variable dollar payments increase or decrease.
Ø		Additional information about fixed dollar payments, variable dollar payments, and the assumed daily investment factor is included in the Calculation of Benefit Payments and Glossary of Financial Terms sections of this prospectus.

Each Contract is an agreement between you and us. Values, benefits and charges are calculated separately for each Contract. In the case of a group Contract, the agreement is between us and the group owner. An individual participant under a group Contract will receive a certificate of participation, which is evidence of the participant’s interest in the group Contract. A certificate of participation is not a Contract. Values, benefits and charges are calculated separately for each certificate issued under a Contract. The description of Contract provisions in this prospectus applies to the interests of certificate Owners, except where otherwise noted.

Because we are subject to the insurance laws and regulations of all the jurisdictions where we are licensed to operate, the availability of certain Contract rights and provisions in a given state may depend on that state’s approval of the Contracts. Where required by state law or regulation, the Contracts will be modified accordingly.

Right to Cancel

If you are the Owner of an individual Contract, you may cancel it by returning it and giving us written notice of cancellation. You have until midnight of the 20th day following the day you receive the Contract. The Contract must be returned and the required notice must be given to us, or to the agent who sold it to you, in person or by mail. If sent by mail, the return of the Contract or the notice is effective on the date it is postmarked, with the proper address and with postage paid. If you cancel your individual Contract as set forth above, the Contract will be void and we will refund the Purchase Payments plus or minus any investment gains or losses under the Contract as of the end of the Valuation Period during which we receive the returned Contract.

Federal law or the law of the state where you live may vary your cancellation rights.

•		When required by state or federal law, we will refund the Purchase Payments without any investment gain or loss, during all or the applicable part of the right to cancel period.
•		When required by state or federal law, we will refund the Purchase Payments in full, without deducting any fees or charges, during the right to cancel period.
•		When required by state law, the right to cancel period may be longer than 20 days.
•		When required by state law, the right to cancel may apply to group Contracts.

During the right to cancel period, we reserve the right to allocate all Purchase Payments temporarily to the Fixed Accumulation Account or a money market Subaccount, at our discretion. If we exercise this right, we will reallocate your Account Value as of the end of the right to cancel period. When we make this reallocation, we will follow the allocation instructions that you provided with your initial Purchase Payment.

Ownership Provisions

Owner

The Owner is the person with authority to exercise all of the ownership rights under a Contract, such as making allocations among investment options, electing a settlement option, and designating the Annuitant, Beneficiary and payee. If you live in a community property state and have a spouse at any time while you own this Contract, the laws of that state may vary your ownership rights.

An Owner must ordinarily be a natural person, or a trust or other legal entity holding a Contract for the benefit of a natural person. If the Owner or a joint owner is a non-natural person, then the age of the eldest Annuitant will be treated as the age of the owner for all purposes under this Contract.

Successor Owner

In some cases, your spouse may succeed to the ownership of the Contract after your death. Specifically, if you die before the Annuity Commencement Date and your spouse is the surviving joint owner or sole surviving Beneficiary under the Contract, he or she will become the successor owner of the Contract if (1) you make that Written Request before your death or (2) after your death, your spouse makes that Written Request within one year of your death and before the Death Benefit Commencement Date. As successor owner, your spouse will then succeed to all rights of ownership under the Contact except the right to name another successor owner.

1998 Version		Your spouse may not succeed to the ownership of the Contract after your death unless the Contract was issued with an endorsement that permits your spouse to become the successor owner.

Joint Owners

Tax Qualified Contracts		For an individual Contract, no joint owner is permitted.
Non Tax Qualified Contracts		Two persons may jointly own the Contract. Each joint owner may exercise allocation and transfer rights independently. All other rights of ownership must be exercised by joint action.
		A surviving joint owner who is not the spouse of a deceased owner may not become a successor owner, but will be deemed to be the Beneficiary of the Death Benefit that becomes payable on the death of the first owner to die, regardless of any Beneficiary designation.