BANKERS LIFE INSURANCE CO OF NEW YORK SEPARATE ACCOUNT I, N-4, 1998-04-01

BANKERS LIFE INSURANCE CO OF NEW YORK SEPARATE ACCOUNT I
N-4, 1998-04-01

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<PAGE> 1
As filed with the Securities and Exchange Commission on April 1, 1998

Registration No. 33-______
811-
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No.__ [ ]

Post-Effective Amendment No.__ [ ]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No.__ [ ]

BANKERS LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT I
------------------
(Exact Name of Registrant)

BANKERS LIFE INSURANCE COMPANY OF NEW YORK
------------------------------------------
(Name of Depositor)

65 Froehlich Farm Boulevard, Woodbury, New York 11797
-----------------------------------------------------
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including Area Code:
(516) 364-5900

Name and Address of Agent for Service: Copy to:

Janis B. Funk, Esq. Stephen E. Roth, Esq.
Counsel Sutherland, Asbill & Brennan LLP
Indianapolis Life Insurance Company 1275 Pennsylvania Avenue, N.W.
2960 North Meridian Street Washington, D.C. 20004-2415
Indianapolis, Indiana 46208

Approximate date of proposed public offering:
As soon as practicable after effectiveness of the Registration Statement.

Title of securities being registered:
Interests in a separate account under flexible premium deferred
variable annuity contracts
and the guarantee of Bankers Life Insurance Company of
New York relating thereto.

----------------

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
shall determine.

<PAGE> 2

<TABLE>
<CAPTION>
CROSS REFERENCE SHEET
Pursuant to Rule 495

Showing location in Part A (Prospectus) and Part B (Statement of
Additional Information) of Registration Statement of information required by
Form N-4.

PART A

ITEM OF FORM N-4 PROSPECTUS CAPTION
- ---------------- ------------------
<S> <C>
1. Cover Page.......................... Cover Page

2. Definitions......................... Definitions

3. Synopsis............................ Fee Table; Summary

4. Condensed Financial
Information......................... Condensed Financial Information; How
to Review Investment Performance of
the Variable Accounts

5. General Description of Registrant,
Depositor and Portfolio Companies

(a) Depositor....................... About Bankers Life Insurance Company
of New York
(b) Registrant...................... Bankers Life Insurance Company of
New York Separate Account 1
(c) Portfolio Company............... The Portfolios
(d) Fund Prospectus................. The Portfolios
(e) Voting Rights................... Voting Rights
(f) Administrators.................. N/A

6. Deductions and Expenses

(a) General......................... Fees and Charges; Summary
(b) Sales Load...................... Fees and Charges; Summary
(c) Special Purchase Plan........... Fees and Charges
(d) Commissions..................... Other Information
(e) Expenses - Registrant........... Fees and Charges; Summary
(f) Fund Expenses................... Fees and Charges
(g) Organizational Expenses......... N/A

7. Contracts

(a) Persons with Rights............. Summary; The Portfolios; The Pay-In
Period, Payout Period; Voting
Rights; Death Benefit
(b) (i) Allocation of
Premium Payments.......... Summary; Pay-In Period; Other
Information
(ii) Transfers................. Summary; Transfers
(iii) Exchanges................. Transfers

(c) Changes......................... The Portfolios; Other Information
(d) Inquiries....................... Cover page; Other Information
</TABLE>

<PAGE> 3

<TABLE>
<S> <C>
8. Annuity Period..................... Summary; Payout Period

9. Death Benefit...................... Death Benefits

10. Purchases and Contract Value

(a) Purchases...................... Summary; Transfers; Pay-In Period
(b) Valuation...................... Definitions; Pay-In Period
(c) Daily Calculation.............. Definitions; Pay-In Period
(d) Underwriter.................... Other Information

11. Redemptions

(a) - By Owners.................... Summary; Transfers; Withdrawals;
Payout Period; Federal Tax Matters
- By Annuitant................. Summary; Transfers; Withdrawals;
Payout Period; Federal Tax Matters
(b) Texas ORP...................... N/A
(c) Check Delay.................... Other Information
(d) Lapse ......................... Contract Loans
(e) Free Look...................... Summary; Pay-In Period

12. Taxes.............................. Summary; Federal Tax Matters

13. Legal Proceedings.................. Legal Proceedings

14. Table of Contents for the
Statement of Additional Information Statement of Additional Information
Table of Contents
</TABLE>

<PAGE> 4

<TABLE>
<CAPTION>
PART B

ITEM OF FORM N-4 STATEMENT OF ADDITIONAL INFORMATION CAPTION
- ---------------- -------------------------------------------
<S> <C>
15. Cover Page......................... Cover Page

16. Table of Contents.................. Table of Contents

17. General Information and
History............................ About Bankers Life Insurance Company
of New York; Bankers Life Insurance
Company of New York Separate Account
1; the Portfolios (Prospectus)
18. Services

(a) Fees and Expenses of
Registrant..................... Fees and Charges (Prospectus)
(b) Management Contracts........... Termination of Participation
Agreements
(c) Custodian...................... Safekeeping of Account Assets
Independent
Auditors....................... Experts
(d) Assets of Registrant........... About Bankers Life Insurance Company
of New York Separate Account 1
(Prospectus)
(e) Affiliated Persons............. About Bankers Life Insurance Company
of New York (Prospectus)
(f) Principal Underwriter.......... Distribution of the Contracts

19. Purchase of Securities
Being Offered................... Distribution of the Contracts
Offering Sales Load............. N/A

20. Underwriters....................... Distribution of the Contracts

21. Calculation of Performance
Data............................ Calculation of Historical
Performance Data; How to Review
Investment Performance of the
Variable Accounts (Prospectus)

22. Annuity Payments................... Variable Annuity Payments; Payout
Period (Prospectus)

23. Financial Statements............... Financial Statements
</TABLE>

<PAGE> 5

<TABLE>
<CAPTION>
PART C -- OTHER INFORMATION

ITEM OF FORM N-4 PART C CAPTION
- ---------------- --------------
<S> <C>
24. Financial Statements
and Exhibits....................... Financial Statements and Exhibits

(a) Financial Statements........... (a) Financial Statements
(b) Exhibits....................... (b) Exhibits

25. Directors and Officers
of the Depositor................... Directors and Officers of Bankers
Life Insurance Company of New York

26. Persons Controlled By or
Under Common Control with
the Depositor or Registrant........ Persons Controlled By or Under
Common Control with the Depositor or
Registrant

27. Number of Contractowners........... Number of owners

28. Indemnification.................... Indemnification

29. Principal Underwriters............. Principal Underwriter

30. Location of Accounts
and Records........................ Location of Books and Records

31. Management Services................ Management Services

32. Undertakings....................... Undertakings and Representations

Signature Page Signatures
</TABLE>

<PAGE> 6

PROSPECTUS FOR THE
VISIONARY CHOICE

FLEXIBLE PREMIUM INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
ALSO KNOWN AS
MODIFIED SINGLE PREMIUM INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT

<TABLE>
<S> <C>
Issued by Serviced by
BANKERS LIFE INSURANCE COMPANY OF NEW YORK BANKERS LIFE
65 Froehlich Farm Boulevard Annuity Service Center
Woodbury, New York 11797 P.O. Box 29105
Telephone: (516) 364-5900 Overland Park, KS 66201
(888) 227-5769
</TABLE>

This prospectus describes the VISIONARY CHOICE variable annuity, an
individual deferred variable annuity contract (the "Contract") being offered by
Bankers Life Insurance Company of New York (the "Company," "Bankers Life," "we,"
"us," or "our"). Under the terms of the Contract, we promise to pay the
Annuitant a series of income payments in the form of annuity payments starting
on the Annuity Start Date you choose. (You will be the Annuitant unless you
state otherwise.) Until the Annuity Start Date, the Contract is in the Pay-in
Period and allows you to accumulate assets on a tax-deferred basis for
retirement and other long-term purposes. VISIONARY CHOICE may be available to
you when you participate in a retirement plan that qualifies for deferral of
federal income taxes. Non-Qualified Contracts are also available.

You may direct your Premium Payments, as well as any value accumulated
under your Contract, to one or more of 18 Variable Accounts of the Bankers Life
Insurance Company of New York Separate Account I (the "Separate Account") and/or
to the Fixed Account. The money you place in the Fixed Account will earn
interest at a rate guaranteed by the Company to equal or exceed 3% annually. The
money you place in a Variable Account will be invested solely in an investment
portfolio ("Portfolio") of a mutual fund ("Fund"). The value of the assets you
place in the Variable Accounts will vary according to the investment performance
of the Portfolios. Currently you may choose among 18 Portfolios of 10 Funds:

The Alger American Fund:
MidCap Growth Portfolio and Small Capitalization Portfolio

Fidelity Variable Insurance Products ("VIP") Fund and Fidelity VIP
Fund II:
Equity-Income Portfolio, Growth Portfolio, Money Market Portfolio,
Asset Manager Portfolio, Contrafund Portfolio, Index 500 Portfolio,
Investment Grade Bond Portfolio

OCC Accumulation Trust:
Managed Portfolio and Small Cap Portfolio

Royce Capital Fund:
Royce Mid-Cap Portfolio

SAFECO Resource Series Trust:
SAFECO Equity Portfolio and SAFECO Growth Portfolio

SoGen Variable Funds, Inc.:
SoGen Overseas Variable Portfolio

T. Rowe Price Fixed Income Series, Inc.:
Limited-Term Bond Portfolio

T. Rowe Price International Series, Inc.:
International Stock Portfolio

Van Eck Worldwide Insurance Trust:
Worldwide Hard Assets Portfolio
<PAGE> 7

You bear the entire investment risk on the assets you place in the Variable
Accounts. This means that, depending on market conditions, you may increase or
lose the principal you have invested in any of these Portfolios.

With the VISIONARY CHOICE, you choose one of two withdrawal charge options
at the time you complete your application. If your initial Premium Payment is
$100,000 or more, you may choose one of two free withdrawal options on your
application. ONCE YOU CHOOSE YOUR OPTION, YOU MAY NOT CHANGE IT.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE FUNDS.

This prospectus contains important information about the Contract and the
Separate Account that you should know before investing. Additional information
about the Contract and the Separate Account is contained in the Statement of
Additional Information ("SAI") that has been filed with the Securities and
Exchange Commission. The SAI has the same date as this prospectus and is legally
a part of this prospectus. The table of contents for the SAI is on page of
this prospectus. You may obtain a free copy of the SAI by writing to us at the
address shown above or by calling 1-888-227-5769.

PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Unlike bank and credit union accounts, Contract Value invested in the
Separate Account is not insured. Investment of Contract Value in the Separate
Account involves certain risks including possible loss of Premium Payments.
Separate Account Value is not deposited in or guaranteed by any bank or credit
union and is not guaranteed by any government agency.

The date of this prospectus is , 1998.

ii
<PAGE> 8

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DEFINITIONS................................................. 2
FEE TABLE................................................... 5
SUMMARY OF THE VISIONARY CHOICE CONTRACT.................... 12
ABOUT BANKERS LIFE AND THE SEPARATE ACCOUNT................. 15
THE PORTFOLIOS.............................................. 16
THE PAY-IN PERIOD........................................... 20
TRANSFERS BETWEEN INVESTMENT OPTIONS........................ 22
FEES AND CHARGES............................................ 24
THE PAYOUT PERIOD........................................... 27
WITHDRAWAL OF CONTRACT VALUE................................ 29
CONTRACT LOANS.............................................. 30
DEATH BENEFITS.............................................. 31
THE FIXED ACCOUNT........................................... 33
HOW TO REVIEW INVESTMENT PERFORMANCE OF THE VARIABLE
ACCOUNTS.................................................. 35
VOTING RIGHTS............................................... 36
FEDERAL TAX MATTERS......................................... 37
OTHER INFORMATION........................................... 42
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL
INFORMATION............................................... 44
</TABLE>

1
<PAGE> 9

DEFINITIONS

ACCUMULATION UNIT -- An accounting measure we use to calculate the value of a
Variable Account during the Pay-in Period.

ANNUITANT -- You are the Annuitant, unless you state otherwise in your
application. The Annuitant is the person or persons whose life (or lives)
determines the dollar amount of the annuity payments that will be paid under the
Contract. If the Annuitant dies before the Annuity Start Date, we will pay a
death benefit. The maximum number of joint annuitants is two. Provisions
referring to the death of an Annuitant mean the death of the last surviving
Annuitant. The Annuitant named in the application may not be changed.

ANNUITY START DATE -- The date when the Annuitant will begin to receive annuity
payments. (You are the Annuitant, unless you tell us otherwise at the time of
your application.) If you own a Non-Qualified Contract, we will ask you to
select an Annuity Start Date. If you do not select a date, the Annuity Start
Date is either the Annuitant's age 70 or 10 years after the Date of Issue,
whichever is later. If you own a Qualified Contract, the Annuity Start Date is
fixed at the Annuitant's age 70 1/2.

ANNUITY UNIT -- An accounting measure we use to calculate the value of your
annuity payments if you choose to receive annuity payments from the Variable
Accounts.

BENEFICIARY -- The person you name to receive the death benefit if the Owner or
Annuitant dies before the Annuity Start Date.

BUSINESS DAY -- Each day on which the New York Stock Exchange is open for
business, except for the holidays listed in this prospectus under "Holidays" and
except for any day on which the Portfolio in which a Variable Account invests
does not value its shares.

THE CODE -- The Internal Revenue Code of 1986, as amended.

THE COMPANY ("WE," "US," "OUR") -- Bankers Life Insurance Company of New York, a
New York stock life insurance company.

CONTRACT ANNIVERSARY -- The same month and day as the Date of Issue in each
calendar year during which the Contract is in force.

CONTRACT FEE -- During the Pay-in Period, we will deduct this charge from your
Contract Value at the end of each contract quarter and on the date you fully
withdraw all value from the Contract. We use the Contract Fee to cover our cost
of providing certain administrative services related to the Contracts and the
Separate Account.

CONTRACT VALUE -- The total amount you have accumulated under the Contract. It
is the sum of the Separate Account Value and the Fixed Account Value.

CONTRACT YEAR -- A twelve-month period that we measure from the anniversary of
the Date of Issue. The first Contract Year begins on the Date of Issue.

DATE OF ISSUE -- The date we issue your Contract. It is shown on the
specifications page of the Contract and is the date on which the first Contract
Year begins.

DEATH BENEFIT -- The Death Benefit will equal the greater of: (a) the Contract
Value as of the date we receive due proof of the deceased's death and payment
instructions; or (b) the highest Contract Value on any Death Benefit Anniversary
preceding the date the death benefit is determined, plus any Premium Payments
and minus any withdrawals and charges incurred between such Death Benefit
Anniversary and the date the death benefit is determined.

DEATH BENEFIT ANNIVERSARY -- Every third Contract Anniversary beginning on the
Date of Issue.

DUE PROOF OF DEATH -- Proof of death that is satisfactory to us. Such proof may
consist of the following if acceptable to us: (a) a certified copy of the death
record; (b) a certified copy of a court decree reciting a finding of death;
(c)any other proof satisfactory to us.

2
<PAGE> 10

FIXED ACCOUNT -- You may allocate all or a portion of your Net Premium Payments
to and transfer Contract Value to and from the Fixed Account. The assets
supporting the Fixed Account are held in the Company's General Account. The
Fixed Account provides guarantees of principal and interest. Special limits
apply to transfers of Contract Value to and from the Fixed Account. (See "Fixed
Account.")

FIXED ACCOUNT CURRENT RATE -- The interest rate contained in a schedule of rates
we set from time to time. The rate of interest we will credit to the initial
Premium Payment, if allocated to the Fixed Account, is shown on the
specifications page of the Contract.

FIXED ACCOUNT VALUE -- The value of your Contract in the Fixed Account before
the Annuity Start Date.

FUNDS -- Each of (i) The Alger American Fund; (ii) Fidelity VIP Fund; (iii)
Fidelity VIP Fund II; (iv) OCC Accumulation Trust; (v) Royce Capital Fund; (vi)
SAFECO Resources Series Trust; (vii) SoGen Variable Funds, Inc.; (viii) T. Rowe
Price Fixed Income Series, Inc.; (ix) T. Rowe Price International Series, Inc.;
and (x) Van Eck Worldwide Insurance Trust. Each Variable Account invests in a
separate investment portfolio ("Portfolio") of a Fund. Each Fund is either an
open-end management investment company or a unit investment trust.

GENERAL ACCOUNT -- The account that contains all of our assets other than those
held in the separate accounts.

NET PREMIUM PAYMENT -- A Premium Payment minus any applicable premium tax.

NON-QUALIFIED CONTRACT -- A Contract that is not a "Qualified Contract."

OWNER ("YOU" OR "YOUR") -- The person(s) who owns the Contract and who is
entitled to exercise all rights and privileges provided in the Contract. The
term also includes any person designated as a Joint Owner. The maximum number of
Joint Owners is two. Joint Owners are not permitted under Qualified Contracts.

PAYEE -- The person or persons entitled to receive annuity payments. You may
name a "Successor Payee" to receive any guaranteed annuity payments after the
death of the sole surviving Payee.

PAY-IN PERIOD -- The period of time that begins when your Contract is issued and
continues until the date you begin to receive annuity payments on the Annuity
Start Date. The Pay-in Period will also end if you fully withdraw your Contract
before the Annuity Start Date.

PAYOUT PERIOD -- The period of time during which you will receive in a steady
stream of annuity payments based on the money you have accumulated under your
Contract. It begins on the Annuity Start Date.

PAYOUT OPTION -- The arrangement under which annuity payments are made to you.
You may choose to have your annuity payments made on a fixed, a variable, or a
combination payout basis.

PORTFOLIO -- The separate investment portfolios of the Funds. The Portfolios
currently offered through the Contract are listed on the front cover of this
prospectus.

PREMIUM PAYMENT YEAR -- The twelve-month period beginning on the date we receive
any Premium Payment. It is used to calculate the Withdrawal Charge if you choose
the Date of Premium Payment Withdrawal Charge Option.

QUALIFIED CONTRACT -- A Contract issued in connection with retirement plans that
qualify for special federal income tax treatment under Sections 401, 403(b), or
408 of the Code.

SEC -- U.S. Securities and Exchange Commission.

SEPARATE ACCOUNT -- Bankers Life Insurance Company of New York Separate Account
I. It is not part of our General Account. The Separate Account is divided into
Variable Accounts, each of which invests solely in shares of a Portfolio of a
Fund.

SEPARATE ACCOUNT VALUE -- The value of the Contract in the Separate Account
before the Annuity Start Date.

SERVICE CENTER -- The office of USA Administration Services, Inc., an
administrator that provides administrative service for the Contracts. The
mailing address for the Service Center is P.O. Box 29105, Overland Park, KS
66201.
3
<PAGE> 11

SURRENDER VALUE -- The Contract Value MINUS (1) any applicable Withdrawal
Charges; MINUS (2) any premium taxes not previously deducted; and MINUS (3) the
Contract Fee. For a 403(b) Qualified Contract, the outstanding loan amount, if
any, is also deducted from Contract Value.

VARIABLE ACCOUNT -- A subdivision of the Separate Account. A Variable Account
invests solely in the shares of a designated Portfolio of a Fund.

WRITTEN REQUEST -- A written notice or request in a form satisfactory to us that
is signed by you and received at the Service Center.

4
<PAGE> 12

FEE TABLE

The following expense information assumes that you have invested your
entire Contract Value in the Separate Account.

CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Maximum Withdrawal Charge (as a percentage of Premium
Payments withdrawn(1)).................................... 7.0%
Transfer Fee(2) (No charge for first 12 transfers in a
Contract Year; thereafter, $25 fee per transfer).......... $ 0
Contract Fee ($7.50 per quarter, annualized)(3)............. $30
</TABLE>

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of Separate Account Value)

<TABLE>
<S> <C>
Mortality and Expense Risk Charge........................... 1.25%
Administrative Expense Charge............................... 0.15%
Total Separate Account Annual Expenses................. 1.40%
</TABLE>

INVESTMENT PORTFOLIO ANNUAL EXPENSES
(as a percentage of average daily net assets of a Portfolio after expense
cap or reimbursement)

<TABLE>
<CAPTION>
MANAGEMENT FEES OTHER EXPENSES TOTAL ANNUAL
(INVESTMENT (AFTER EXPENSES (AFTER
NAME OF PORTFOLIO ADVISORY FEES) REIMBURSEMENT) REIMBURSEMENT)
----------------- --------------- -------------- ---------------
<S> <C> <C> <C>
Alger American Fund
MidCap Growth Portfolio..........................
Small Capitalization Portfolio...................
Fidelity VIP Fund
Equity Income Portfolio(4).......................
Growth Portfolio.................................
Money Market Portfolio...........................
Fidelity VIP Fund II
Asset Manager(4).................................
Contrafund Portfolio.............................
Index 500 Portfolio(5)...........................
Investment Grade Bond Portfolio..................
OCC Accumulation Trust
Managed Portfolio(6).............................
Small Cap Portfolio(6)...........................
Royce Capital Fund
Royce Micro-Cap Portfolio(7).....................
SAFECO Resource Series Trust
SAFECO Equity Portfolio..........................
SAFECO Growth Portfolio..........................
SoGen Variable Funds, Inc.
SoGen Overseas Portfolio(9)......................
T. Rowe Price Fixed Income Series, Inc.
Limited-Term Bond Portfolio(10)..................
T. Rowe Price International Series, Inc.
International Stock Portfolio(10)................
Van Eck Worldwide Insurance Trust
Worldwide Hard Assets Portfolio..................
</TABLE>

Premium taxes are not shown here, but may be charged by some states. (See
"Premium Taxes".)

5
<PAGE> 13

The purpose of the fee table is to assist you in understanding the costs
and expenses that you will pay directly or indirectly when you invest in the
Contract. The table reflects the actual charges and expenses for the Separate
Account and the Portfolios for the year ended December 31, 1997. For a more
complete description of these charges and expenses, see "Fees and Charges" in
this prospectus and the prospectus for each Portfolio that is attached to this
prospectus.

(1) In any Contract Year after the first Contract Year, you may withdraw a
portion of your Contract Value without incurring a Withdrawal Charge. This
amount is called the Free Withdrawal Amount. If your initial Premium
Payment is less than $100,000, the Free Withdrawal Amount is 10% of
Contract Value each year, as determined at the beginning of the Contract
Year. If you do not withdraw the full 10% in any Contract Year, the
remaining amount does not roll over to the next Contract Year. If your
initial Premium Payment is $100,000 or more, the Free Withdrawal Amount
will depend on the Free Withdrawal Option you choose at the time you
purchase your Contract. If you choose the CUMULATIVE 10% OPTION, you may
withdraw up to 10% of your Contract Value as of the beginning of each
Contract Year after the first Contract Year and we will not charge you a
Withdrawal Charge on that amount. If you do not withdraw the full 10% in
any one Contract Year, the remaining percentage may be rolled over to the
next Contract Year, up to a maximum of 50% after 5 years, as determined as
of the beginning of each Contract Year. If you choose the EARNINGS OPTION,
you may withdraw all your Contract earnings at any time after the first
Contract Year without incurring a Withdrawal Charge. (See "Fees and
Charges -- Withdrawal Charge.")

The Contract also gives you a choice between two Withdrawal Charge options.
If you choose the DATE OF ISSUE WITHDRAWAL CHARGE OPTION, we will calculate
the Withdrawal Charge from the Date of Issue. Under this option, we will
deduct the Withdrawal Charge from all withdrawals of Premium Payments that
occur during the first nine Contract Years and that are greater than the
Free Withdrawal Amount. No Withdrawal Charge is deducted from full or
partial withdrawals that occur in Contract Years ten and later. For the
first six Contract Years, the Withdrawal Charge is 7% of the amount
withdrawn, decreasing to 6% in the seventh Contract Year, and declining by
2% for each subsequent Contract Year until it is zero in Contract Year ten.

If you choose the DATE OF PREMIUM PAYMENT WITHDRAWAL CHARGE OPTION, we will
calculate the Withdrawal Charge from the date you make a Premium Payment.
Under this option, we will deduct a Withdrawal Charge from all withdrawals
of Premium Payments that we have held for less than seven years and that
are greater than the Free Withdrawal Amount. Premium Payments withdrawn
during the first year after receipt by us are subject to a 7% Withdrawal
Charge, decreasing by 1% annually until it is zero in Premium Payment Year
eight. (See "Fees and Charges -- Withdrawal Charge.")

(2) We will not charge you a transfer fee on the first twelve transfers in a
Contract Year. We will charge a $25 fee for each transfer you make after
the twelfth during a Contract Year.

(3) We will not charge a Qualified Contract for the Contract Fee. We also
currently will not charge a Non-Qualified Contract for the Contract Fee
once the total Premium Payments you have paid equals $100,000.

(4) A portion of the brokerage commissions paid by certain Portfolios was used
to reduce Portfolio expenses. In addition, certain Portfolios have entered
into arrangements with their custodian and transfer agent whereby interest
earned on uninvested cash balances was used to reduce custodian and
transfer agent expenses. Including these reductions, the total operating
expenses presented in the table above would have been 0.XX% for Equity
Income Portfolio, 0.XX% for Growth Portfolio, 0.XX% for Asset Manager
Portfolio, and 0.XX% for Contrafund Portfolio.

(5) The investment adviser to the Fidelity Index 500 Portfolio agreed to
reimburse a portion of that Portfolio's expenses during 1997. Without this
reimbursement, the Portfolio's Management Fee, Other Expenses and Total
Annual Portfolio Expenses would have been 0.XX%, 0.XX% and 0.XX%,
respectively.

(6) The Other Expenses of the OCC Accumulation Trust Portfolios as of December
31, 1997 are shown gross of certain expense offsets afforded the Portfolios
which effectively lowered overall custody expenses. Effective May 1, 1996,
the Total Annual Portfolio Expenses of the Managed and Small Cap Portfolios
are
6
<PAGE> 14

contractually limited by OpCap Advisors so that their respective annualized
operating expenses (net of any expense offsets) do not exceed 1.25% of
their respective average daily net assets. Furthermore, through December
31, 199X, the annualized operating expenses of the Managed and Small Cap
Portfolios will be voluntarily limited by OpCap Advisors so that annualized
operating expenses (net of any expense offsets) of these Portfolios do not
exceed 1.00% of their respective average daily net assets. Without such
contractual and voluntary expense limitations, and without giving effect to
any expense offsets, the Management Fees, Other Expenses and Total Annual
Portfolio Expenses incurred for the fiscal year ended December 31, 1997
would have been: 0.XX%, 0.XX% and 0.XX%, respectively, for the Managed
Portfolio; and 0.XX%, 0.XX% and X.XX%, respectively, for the Small Cap
Portfolio.

(7) Quest Advisory Corp., the investment adviser to the Royce Micro-Cap
Portfolio, has voluntarily committed to waive its management fees and
reimburse Other Expenses through December 31, 199X to the extent necessary
to maintain Total Annual Expenses of the Portfolio at or below 1.XX%.
Without such waiver and reimbursement, the Management Fee would have been
1.XX% and Total Annual Expenses would have been X.XX% for fiscal year 1997.

(8) During the year ended December 31, 1997, SAFECO Life Insurance Company paid
for or reimbursed a portion of the Other Expenses of the SAFECO Growth
Portfolio. Without such reimbursement, Other Expenses for the year ended
December 31, 1997 were 0.XX% of the Portfolio's net assets.

(9) Other Expenses for the SoGen Overseas Portfolio include a 0.25% charge for
12b-1 fees. The 12b-1 fee is imposed to enable the Portfolio to recover
certain sales expenses, including compensation to broker-dealers, the cost
of printing prospectuses, advertising costs and shareholder
servicing-related expenses for the Portfolio. Over a long period of time,
the total amount of 12b-1 fees paid may exceed the amount of sales charges
imposed by other portfolios.

(10) The Limited-Term Bond Portfolio pays T. Rowe Price an annual all-inclusive
fee of 0.XX% based on its average daily net assets. The International Stock
Portfolio pays Rowe Price-Fleming International, Inc. ("Price-Fleming") an
annual all-inclusive fee of X.XX% based on its average daily net assets.
These fees pay for investment management services and other operating costs
of the Portfolios.

7
<PAGE> 15

EXAMPLES

(NOTE: The examples shown below are entirely hypothetical. They are not
representations of past or future performance or expenses. Actual performance
and/or expenses may be more or less than shown.)

Examples 1 and 2 show expenses for Contracts with a DATE OF ISSUE
WITHDRAWAL CHARGE OPTION.

Examples: You would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets and the changes and expenses listed on the
Fee Table above.

1. If you fully withdraw all Contract Value (or if you elect to
annuitize under a period certain option for a period of less than 10
years) at the end of the stated period:

<TABLE>
<CAPTION>
NAME OF PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------------- ------- ------- ------- --------
<S> <C> <C> <C> <C>
Alger American Fund
MidCap Growth Portfolio.......... $
Small Capitalization Portfolio... $
Fidelity VIP Fund
Equity-Income Portfolio.......... $
Growth Portfolio................. $
Money Market Portfolio........... $
Fidelity VIP Fund II
Asset Manager Portfolio.......... $
Contrafund Portfolio............. $
Index 500 Portfolio.............. $
Investment Grade Bond
Portfolio...................... $
OCC Accumulation Trust
Managed Portfolio................ $
Small Cap Portfolio.............. $
Royce Capital Fund
Royce Micro-Cap Portfolio........ $
SAFECO Resource Series Trust
SAFECO Equity Portfolio.......... $
SAFECO Growth Portfolio.......... $
SoGen Variable Funds, Inc.
SoGen Overseas Variable
Portfolio...................... $
T. Rowe Price Fixed Income Series
Limited-Term Bond Portfolio...... $
T. Rowe Price International
Series
International Stock Portfolio.... $
Van Eck Worldwide Insurance Trust
Worldwide Hard Assets
Portfolio...................... $
</TABLE>

8
<PAGE> 16

2. If you do not fully withdraw all Contract Value (or if you elect
to annuitize under a payout plan with a life contingency or under a
period certain option with a period certain of at least 10 years) at the
end of the stated time:

<TABLE>
<CAPTION>
NAME OF PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Alger American Fund
MidCap Growth Portfolio........... $
Small Capitalization Portfolio.... $
Fidelity VIP Fund
Equity-Income Portfolio........... $
Growth Portfolio.................. $
Money Market Portfolio............ $
Fidelity VIP Fund II
Asset Manager Portfolio........... $
Contrafund Portfolio.............. $
Index 500 Portfolio............... $
Investment Grade Bond Portfolio... $
OCC Accumulation Trust
Managed Portfolio................. $
Small Cap Portfolio............... $
Royce Capital Fund
Royce Micro-Cap Portfolio......... $
SAFECO Resource Series Trust
SAFECO Equity Portfolio........... $
SAFECO Growth Portfolio........... $
SoGen Variable Funds, Inc.
SoGen Overseas Variable
Portfolio....................... $
T. Rowe Price Fixed Income Series
Limited-Term Bond Portfolio....... $
T. Rowe Price International Series
International Stock Portfolio..... $
Van Eck Worldwide Insurance Trust
Worldwide Hard Assets Portfolio... $
</TABLE>

9
<PAGE> 17

Examples 3-4 show examples for Contracts with a DATE OF PREMIUM PAYMENT
WITHDRAWAL OPTION.

Examples: You would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets and the charges and expenses listed on the
Fee Table above:

2. If you fully withdraw all Contract Value (or if you elect to
annuitize under a period certain option for a period of less than 10
years) at the end of the stated time period:

10
<PAGE> 18

4. If you do not fully withdraw all Contract Value (or if you elect
to annuitize under a payout plan with a life contingency or under a
period certain option with a period certain of at least 10 years) at the
end of the stated time:

The examples provided above assume that no transfer charges or premium
taxes have been assessed. The examples reflect the annualized Contract Fee of
$30 assessed on an average Contract Value of $XX,000. This translates the
Contract Fee into a .XX% charge for the purposes of the examples based on a
$1,000 investment.

THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN. THE ASSUMED
5% ANNUAL RATE OF RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS, WHICH MAY BE GREATER OR LESS
THAN THIS ASSUMED RATE.

Because the Separate Account has not commenced operations as of the date of
this prospectus, no Condensed Financial Information is available for the
Separate Account.

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<PAGE> 19

SUMMARY OF THE VISIONARY CHOICE CONTRACT

Purchasing Your Contract. The VISIONARY CHOICE Contract is an individual
deferred variable annuity issued by Bankers Life. You may purchase this Contract
with $1,000 or more under most circumstances. We will not issue a Contract if
you are older than 85 on the Date of Issue.

The Contract provides a means for investing on a tax-deferred basis. This
means that you will not be taxed on earnings or appreciation in your Contract
until you withdraw your money. The Contract may be sold in connection with
retirement plans, some of which may qualify for special federal tax treatment
under the Code. (See "The Pay-In Period -- Issuing Your Contract.")

Cancellation -- The 10 Day Free-Look Period. You have the right to cancel
the Contract for any reason within 10 days after you receive it (or within 20
days if the Contract is replacing another annuity contract or insurance policy).
The Contract must be returned to our Service Center. Your Written Request to
cancel the Contract must accompany the Contract. If your Contract and your
Written Request to cancel are properly addressed to the Service Center with
postage prepaid and are postmarked within the 10 day Free-Look Period, we will
refund to you an amount equal to the sum of: (i) the difference between the
Premium Payments you paid and the amounts allocated to the Variable Accounts and
the Fixed Account; and (ii) the Contract Value as of the postmark date on the
properly mailed Contract and Written Request to cancel. You bear the investment
risk for Premium Payments allocated to the Variable Accounts from the beginning
of the Free-Look Period until the date you properly mail to us the Contract and
Written Request to cancel. (See "The Pay-In Period -- Cancellation -- The 10-Day
Free-Look Period.")

Premium Payments. A Premium Payment is the money you pay us to buy the
Visionary Choice Contract. The Contract generally gives you the flexibility to
make Premium Payments as often as you like, although you may choose to make only
a single Premium Payment. After you buy the Contract, you may send us Premium
Payments of $1,000 or more at any time during the Pay-in Period, so long as they
do not exceed two times the amount of your initial Premium Payment in any year.
We generally will not accept total Premium Payments in excess of $250,000. We
reserve the right to waive these limitations. (See "Premium Payments.")

Designating Your Investment Options. When you purchase your Contract, we
will ask you to provide us with written instructions telling us how to allocate
your Premium Payments among the Portfolios of the Variable Accounts and the
Fixed Account. You may place your Premium Payments in one or more Variable
Accounts and/or the Fixed Account, subject to certain restrictions. (See "The
Pay-In Period.")

Transfers. During the Pay-in Period, you may transfer your Contract Value
from the Variable Accounts and the Fixed Account to other Variable Account(s)
and the Fixed Account, subject to certain restrictions. (See "Transfers Between
Investment Options.")

Transfers to the Fixed Account must be at least $1,000. During the Pay-in
Period, you may transfer up to 20% of the Fixed Account Value (as determined at
the beginning of the Contract Year) from the Fixed Account to one or more of the
Variable Accounts in any Contract Year. No fee is charged for transfers from the
Fixed Account to one or more Variable Accounts and such transfers are not
considered a transfer for purposes of assessing a transfer charge. (See
"Transfers Between Investment Options.")

Once you begin to receive annuity payments, you may make one transfer
between the Variable Accounts each Contract Year. (See "The Payout Period.")

Partial Withdrawals. During the Pay-in Period, you may withdraw part of
your Contract Value by sending a Written Request to the Service Center. The
amount of your request must be at least $250. If the Contract Value remaining
after your partial withdrawal is less than $1,000, we reserve the right to pay
you the Surrender Value in a lump sum. Amounts withdrawn may be subject to a
Withdrawal Charge, depending the Withdrawal Charge Option you chose at the time
of purchase. In any Contract Year after the first Contract Year, you may
withdraw a portion of your Contract Value without incurring a Withdrawal Charge,
called the Free Withdrawal Amount. (See "Fees and Charges -- Withdrawal
Charge.")

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<PAGE> 20

The Federal tax laws may impose income taxes and tax penalties upon, and in
some cases prohibit, certain premature withdrawals from the Contract before or
after the Annuity Start Date. (See "Federal Tax Matters.")

Full Withdrawal. During the Pay-in Period, you may cancel the Contract and
receive its Surrender Value by sending us a Written Request. (See "Withdrawal of
Contract Value.") As with partial withdrawals, Federal tax laws may impose
income taxes and tax penalties upon, and in some cases prohibit, certain
premature withdrawals from the Contract before or after the Annuity Start Date.
(See "Federal Tax Matters.")

Death Benefit. If the Annuitant dies before the Annuity Start Date, the
Beneficiary will receive a Death Benefit. The Death Benefit will be determined
as of the date we receive due proof of the deceased's death and payment
instructions. The Death Benefit will be the greater of:

(1) the Contract Value as of the date the Death Benefit is determined;
or

(2) the highest Contract Value on any Death Benefit Anniversary
preceding the date the Death Benefit is determined, adjusted for any
Premium Payments received, withdrawals taken and charges incurred
between such Death Benefit Anniversary and the date the Death
Benefit is determined. This value is initially set on the first
Death Benefit Anniversary and equals the greater of: (a) the sum of
Premium Payments, minus partial withdrawals; or (b) Contract Value,
on that date. This value will be reset on every future Death Benefit
Anniversary (that is, every third Contract Anniversary) to equal
Contract Value on that date only if Contract Value on that Death
Benefit Anniversary is greater than the Death Benefit Value on any
previous Death Benefit Anniversary. Once reset, this value will
never decrease unless partial withdrawals are made;

LESS any applicable premium taxes not previously deducted.

Age Limitation on Death Benefit Provision: If the Annuitant dies at or
after age 75 (or ten years after the Date of Issue, whichever is later) but
before the Annuity Start Date, the Death Benefit under either Death Benefit
option will equal Contract Value less any applicable premium taxes not yet
deducted, as of the date we receive due proof of death and payment instructions.
(See "Death Benefits.")

FEES AND CHARGES

The following charges and deductions are assessed under the Contract:

Withdrawal Charge. We will deduct a Withdrawal Charge if you withdraw all
or part of your Contract Value during certain time periods. The amount of the
Withdrawal Charge depends on the Withdrawal Charge Option and Free Withdrawal
Option you choose at the time you purchase the Contract. We do not assess a
Withdrawal Charge in the event the Contract terminates due to your death or the
death of the Annuitant, or if you decide to begin to receive annuity payments
under an annuity payout plan with a life contingency or an annuity payout plan
with at least 10 years of guaranteed payments.

The Contract gives you a choice between two Withdrawal Charge Options. If
you choose the DATE OF ISSUE WITHDRAWAL CHARGE OPTION, we will calculate the
Withdrawal Charge from the Date of Issue. We will deduct the Withdrawal Charge
from all withdrawals of Premium Payments that: (1) are greater than the Free
Withdrawal Amount, and (2) that occur during the first nine Contract Years.
Under this option, no Withdrawal Charge is deducted from full or partial
withdrawals that occur in Contract Years ten and later. For the first six
Contract Years, the Withdrawal Charge is 7% of the amount withdrawn that exceeds
the Free Withdrawal Amount, decreasing to 6% in the seventh Contract Year, and
declining by 2% for each subsequent Contract Year until it is zero in Contract
Year ten.

If you choose the DATE OF PREMIUM PAYMENT WITHDRAWAL CHARGE OPTION, we will
calculate the Withdrawal Charge from the date you make a Premium Payment and
deduct a Withdrawal Charge from all withdrawals of Premium Payments that we have
held for less than seven years and that are greater than the Free Withdrawal
Amount. Premium Payments in excess of the Free Withdrawal Amount that are
withdrawn
13
<PAGE> 21

during the first year after payment are subject to a 7% Withdrawal Charge,
decreasing by 1% annually, until it is zero in Premium Payment Year 8.

Under either option, for purposes of calculating the Withdrawal Charge, a
withdrawal is deemed to come first from Premium Payments and then from earnings.
In addition, the money that has been held the longest in the Contract will be
deemed to be the first money withdrawn. This is called the "first in, first out"
method of accounting or "FIFO." (See "Fees and Charges.")

In any Contract Year after the first Contract Year, you may withdraw a
portion of your Contract Value without incurring a Withdrawal Charge. This
amount is called the Free Withdrawal Amount. Withdrawals under the Systematic
Withdrawal Program are permitted a Free Withdrawal Amount, as determined below,
during the first Contract Year. If your initial Premium Payment is less than
$100,000, the Free Withdrawal Amount is 10% of Contract Value each year, as
determined at the beginning of the Contract Year. If you do not withdraw the
full 10% in any Contract Year, the remaining amount does not roll over to the
next Contract Year. If your initial Premium Payment is $100,000 or more, the
value of the Free Withdrawal Amount depends on the Free Withdrawal Option you
choose at the time you purchase your Contract. If you choose the CUMULATIVE 10%
OPTION, you may withdraw up to 10% of your Contract Value as of the beginning of
each Contract Year after the first Contract Year and we will not charge you a
Withdrawal Charge on that amount. If you do not withdraw the full 10% in any one
Contract Year, the remaining percentage may be rolled over to the next Contract
Year, up to a maximum of 50% after 5 years as determined as of the beginning of
each Contract Year. If you choose the EARNINGS OPTION, you may withdraw all your
Contract earnings at any time after the first Contract Year without incurring a
Withdrawal Charge. (See "Fees and Charges -- Withdrawal Charge.")

Contract Fee. At the end of each Contract quarter (and on the date of full
withdrawal from the Contract) during the Pay-in Period, we will deduct a
quarterly Contract Fee of $7.50 from the Contract Value. Currently we waive the
Contract Fee for Qualified Contracts. We also do not charge the Contract Fee if
the Contract is a Non-Qualified Contract whose cumulative Premium Payments on
the date the Contract Fee is charged are equal to or greater than $100,000. We
reserve the right to modify this waiver upon 30 days written notice to you. We
do not charge a Contract Fee after annuity payments have begun. (See "Fees and
Charges -- Contract Fee.")

Transfer Fee. During the Pay-in Period, you may make 12 transfers each
Contract Year at no charge. We will impose a transfer fee of $25 for the
thirteenth and each subsequent transfer you make during a Contract Year before
the Annuity Start Date. (See "Fees and Charges -- Transfer Fee.")

Mortality and Expense Risk Charge. We will deduct a daily mortality and
expense risk charge as compensation for our assuming certain mortality and
expense risks. The charge is deducted from the assets of the Separate Account at
a rate of 0.003404% per day. This is equal to an annual rate of 1.25%
(approximately 0.90% for mortality risk and 0.35% for expense risks). This
charge will continue to be assessed after the Annuity Start Date if annuity
payments are made on a variable basis. (See "Fees and Charges -- Mortality and
Expense Risk Charge.")

Asset-Based Administrative Charge. We will deduct a daily administrative
charge as compensation for certain expenses we incur in administrating the
Contract. The charge is deducted from the assets of each Variable Account at an
annual rate of 0.15%. This charge will continue to be assessed after you begin
to receive annuity payments if you choose to receive annuity payments on a
variable basis. (See "Fees and Charges -- Asset-Based Administrative Charge.")

Premium Taxes. Various states and other governmental entities charge a
premium tax on annuity contracts issued by insurance companies. Premium tax
rates currently range up to 3.5%, depending on the state. Tax rates are subject
to change from time to time by legislative and other governmental action. In
addition, other governmental units within a state may levy such taxes. We are
responsible for the payment of these taxes and, if necessary, we will make a
deduction from the value of your Contract either: (a) from Premium Payments as
we receive them, (b) from Contract Value upon partial or full withdrawal, (c)
when

14
<PAGE> 22

annuity payments begin, or (d) upon payment of a Death Benefit. (See "Fees and
Charges -- Premium Taxes.")

Investment Advisory Fees and Other Expenses of the Funds. Each Portfolio
pays investment management charges to its investment adviser based on a
percentage of the Portfolio's average daily net assets. These advisory fees and
other Portfolio charges and expenses are fully described in the attached
prospectuses for the Portfolios. These charges are indirectly passed on to you.
In addition, the SoGen Overseas Portfolio deducts a 12b-1 fee from its Portfolio
assets at a maximum annual rate of 0.25% of the average daily value of the
Portfolio's net assets. The 12b-1 fee may be used to reimburse Bankers Life for
certain administrative and distribution support services provided to the
Overseas Portfolio.

ANNUITY PROVISIONS

Payout Options. Under the Contract, you may choose to receive regular
annuity payments under one of several available payout plans. You may also
choose the month and year on which those payments are to begin. (This is the
Annuity Start Date.) On the Annuity Start Date, the Contract Value (adjusted as
described below) will be used to calculate the amount of your annuity payments
under the payment plan you choose, unless you choose to receive the Surrender
Value in a lump sum. Adjusted Contract Value is Contract Value, less applicable
premium tax not yet deducted, less the quarterly Contract Fee, and, for an
installment income annuity payout plan with a payout period of less than 10
years, less any applicable Withdrawal Charge. (See "Payout Period.")

FEDERAL TAX STATUS

Generally, a distribution (including a full or partial withdrawal or Death
Benefit payment) may result in taxable income. In certain circumstances, a 10%
penalty tax may apply. For a further discussion of the federal tax status of
variable annuity contracts, see "Federal Tax Status."

ABOUT BANKERS LIFE AND THE SEPARATE ACCOUNT

BANKERS LIFE INSURANCE COMPANY OF NEW YORK

Bankers Life Insurance Company of New York, formerly known as The Gotham
Life Insurance Company of New York, is a stock life insurance company
incorporated under the laws of the State of New York on April 7, 1958. The name
was changed to "Bankers Life Insurance Company of New York" on June 1, 1994.
Bankers Life is principally engaged in the sale of life insurance and annuities.
The address for Bankers Life is 65 Froehlich Farm Boulevard, Woodbury, New York
11797.

On July 26, 1995, Bankers Life became a wholly-owned subsidiary of
Indianapolis Life Insurance Company. Indianapolis Life Insurance Company is a
mutual life insurance company chartered under Indiana law in 1905 with assets as
of December 31, 1996 which exceeded $1.596 billion.

We are subject to regulation by the Superintendent of Insurance of the
State of New York. We submit annual statements on our operations and finances to
insurance officials in New York. The forms for the Contract described in this
prospectus are filed with and approved by insurance officials in New York.

Like all financial services providers, Bankers Life utilizes systems that
may be affected by Year 2000 transition issues and it relies on service
providers, including the Portfolios and the administrator, that also may be
affected. Bankers Life has developed, and is in the process of implementing, a
Year 2000 transition plan. In addition, Bankers Life is in the process of
confirming that the Portfolios and its service providers are also engaged in
similar transition plans. The resources that are being devoted to this effort
are substantial. It is difficult to predict with precision whether the amount of
resources ultimately devoted, or the outcome of these efforts, will have any
negative impact on Bankers Life's operations. However, as of the date of this
Prospectus, it is not anticipated that owners will experience negative effects
on their investment, or on the services provided in connection therewith, as a
result of Year 2000 transition implementation. Bankers Life currently
anticipates that its systems will be Year 2000 compliant on or about
[ ], 1999, but there can be no

15
<PAGE> 23

assurance that we will be successful, or that interaction with other service
providers will not impair services at that time.

BANKERS LIFE INSURANCE COMPANY OF NEW YORK SEPARATE ACCOUNT I

We established the Separate Account under New York insurance law on
September 20, 1995. The Separate Account will receive and invest Net Premium
Payments made under the Contracts. In addition, the Separate Account may receive
and invest Net Premium Payments for certain other variable annuity contracts we
may issue in the future.

The assets in the Separate Account are our property, but they are held
separately from the other assets of the Company. Section 4240 of the New York
Insurance Law provides that the assets of the Separate Account are not
chargeable with the liabilities arising out of any other business that we may
conduct (except to the extent that the assets in the Separate Account exceed the
reserves and other liabilities of the Separate Account) if and to the extent so
provided in the applicable agreements and the Contract so provides. The assets
of the Separate Account are available to cover our general liabilities only to
the extent that the Separate Account's assets exceed its liabilities arising
under the Contracts and any other contracts supported by the Separate Account.
We have the right to transfer to the general account any assets of the Separate
Account which are in excess of reserves and other contract liabilities. All
obligations arising under the Contracts are our general corporate obligations.
Income, gains and losses, whether or not realized, from assets allocated to the
Separate Account shall, in accordance with applicable agreements, be credited to
or charged against the Separate Account without regard to other income, gains or
losses of any other separate account or of the Company.

The Separate Account currently is divided into eighteen Variable Accounts
but may, in the future, include additional Variable Accounts. Each Variable
Account invests exclusively in shares of a single corresponding investment
Portfolio of a Fund. The income, gains and losses, whether or not realized, from
the assets allocated to each Variable Account are credited to or charged against
that Variable Account without regard to income, gains or losses from any other
Variable Account.

The Separate Account has been registered with the SEC as a unit investment
trust under the Investment Company Act of 1940 (the "1940 Act") and meets the
definition of a separate account under the federal securities laws. Registration
with the SEC does not involve supervision of the management or investment
practices or policies of the Separate Account or the Company by the SEC. The
Separate Account is also subject to the laws of the State of New York which
regulate the operations of insurance companies domiciled in New York.

THE PORTFOLIOS

Each Variable Account of the Separate Account invests exclusively in shares
of a designated Portfolio of a series-type mutual fund ("Fund"). Shares of each
Portfolio are purchased and redeemed at net asset value, without a sales charge.
Each Fund currently available under the Contract is registered with the SEC
under the Investment Company Act of 1940 (the "1940 Act") as an open-end,
management investment company. Such registration does not involve supervision of
the management or investment practices or policies of the companies or their
funds by the SEC.

The assets of each Portfolio of each Fund are separate from the assets of
that Fund's other Portfolios, and each Portfolio has separate investment
objectives and policies. As a result, each Portfolio operates as a separate
investment Portfolio and the income or losses of one Portfolio has no effect on
the investment performance of any other Portfolio.

Each of the Funds is managed by an investment adviser registered with the
SEC under the Investment Advisers Act of 1940, as amended. Each investment
adviser is responsible for the selection of the investments of the Portfolio.
These investments must be consistent with the investment objective, policies and
restrictions of that Portfolio.

16
<PAGE> 24

The investment objective of each Portfolio is summarized below. THERE IS NO
ASSURANCE THAT ANY PORTFOLIO WILL ACHIEVE ITS STATED OBJECTIVES. More detailed
information, including a description of risks, fees and expenses of each
Portfolio, may be found in the prospectuses for the Funds which are attached to
this prospectus.

CERTAIN PORTFOLIOS HAVE SIMILAR INVESTMENT OBJECTIVES AND/OR POLICIES. YOU
SHOULD READ THE PROSPECTUSES FOR THE PORTFOLIOS CAREFULLY BEFORE YOU INVEST.

THE ALGER AMERICAN FUND

The MidCap Growth Portfolio and the Small Capitalization Portfolio of The
Alger American Fund ("The Alger Fund") are available for investment under the
Contract. The investment objective of each Portfolio is:

MIDCAP GROWTH PORTFOLIO -- seeks to obtain long-term capital
appreciation. Except during temporary defensive periods, the Portfolio
invests at least 65% of its total assets in equity securities of companies
that, at the time of purchase of the securities, have total market
capitalization within the range of companies included in the S&P MidCap 400
Index, updated quarterly. The S&P MidCap 400 Index is designed to track the
performance of medium capitalization companies. As of March 31, 1997, the
range of market capitalization of these companies was $120 million to $7.19
billion.

SMALL CAPITALIZATION PORTFOLIO -- seeks to obtain long-term capital
appreciation. Except during temporary defensive periods, the Portfolio
invests at least 65% of its total assets in equity securities of companies
that, at the time of purchase of the securities, have total market
capitalization within the range of companies included in the Russell 2000
Growth Index ("Russell Index") or the S&P SmallCap 600 Index, updated
quarterly. Both indexes are broad indices of small capitalization stocks.
As of March 31, 1997, the range of market capitalization of the companies
in the Russell Index was $10 million to $1.94 billion; the range of
capitalization of the companies in the S&P SmallCap 600 Index at that date
was $32 million to $2.579 billion.

Fred Alger Management, Inc. ("Alger Management") serves as investment
adviser for the MidCap Growth and Small Capitalization Portfolios of The Alger
American Fund. Fred Alger & Company, Incorporated, an affiliate of Alger
Management, will serve as the Portfolios' broker in effecting substantially all
of the portfolio transactions on security exchanges.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND AND FIDELITY VARIABLE INSURANCE
PRODUCTS FUND II

The Equity-Income Portfolio, the Growth Portfolio and the Money Market
Portfolio of Fidelity's Variable Insurance Products Fund ("VIP Fund"), as well
as the Asset Manager Portfolio, the Contrafund Portfolio, the Index 500
Portfolio and the Investment Grade Bond Portfolio of the Variable Insurance
Products Fund II ("VIP Fund II") are available for investment under the
Contract. The investment objective of each Portfolio is:

EQUITY-INCOME PORTFOLIO -- seeks reasonable income by investing
primarily in income-producing equity securities.

GROWTH PORTFOLIO -- seeks to achieve capital appreciation by investing
in common stocks and securities convertible into common stock of companies
that the adviser believes have above-average growth potential. The
Portfolio, however, is not restricted to any one type of security and may
pursue capital appreciation through the purchase of bonds and preferred
stocks.

MONEY MARKET PORTFOLIO -- seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in high-quality,
short-term money market securities of different types.

ASSET MANAGER PORTFOLIO -- seeks to obtain high total return with
reduced risk over the long-term by allocating its assets among stocks,
bonds, short-term and other instruments of U.S. and foreign issuers.

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<PAGE> 25

CONTRAFUND PORTFOLIO -- seeks capital appreciation by investing in
companies that the adviser believes to be undervalued due to an overly
pessimistic appraisal by the public.

INDEX 500 PORTFOLIO -- seeks to match the total return of the S&P 500
while keeping expenses low. The adviser normally invests at least 80% (65%
if Portfolio assets are below $20 million) of the Portfolio's assets in
equity securities of companies that compose the S&P 500.

INVESTMENT GRADE BOND PORTFOLIO -- seeks high current income by
investing in fixed-income obligations of all types.

The Portfolios of the VIP Fund and the VIP Fund II are managed by Fidelity
Management & Research Company ("FMR"). On behalf of the Money Market Portfolio,
FMR has entered in a subadvisory agreement with FMR Texas, Inc., pursuant to
which FMR Texas, Inc. has primary responsibility for providing investment
management services to the Portfolio. On behalf of the Asset Manager Portfolio
and the Contrafund Portfolio, FMR has entered into subadvisory agreements with
Fidelity Investment Management and Research (U.K.) Inc. ("FMR (U.K.)") and
Fidelity Management and Research (Far East) Inc. ("FMR Far East"), pursuant to
which those entities provide research and investment recommendations with
respect to companies based outside the United States. FMR (U.K.) focuses
primarily on companies based in Europe, while FMR Far East focuses primarily on
companies based in Asia and the Pacific Basin.

OCC ACCUMULATION TRUST

The Managed Portfolio and the Small Cap Portfolio of the OCC Accumulation
Trust ("OCC Trust") (formerly known as the Quest for Value Accumulation Trust)
are available for investment under the Contract. The investment objective of
each Portfolio is:

MANAGED PORTFOLIO -- seeks growth of capital over time through
investment in a portfolio consisting of common stocks, bonds and cash
equivalents, the percentages of which will vary based on management's
assessments of relative investment values.

SMALL CAP PORTFOLIO -- seeks capital appreciation through investment
in a diversified portfolio of equity securities of companies with market
capitalizations of under $1 billion.

The OCC Trust receives investment advice with respect to each of its
Portfolios from OpCap Advisors, a subsidiary of Oppenheimer Capital which is a
subsidiary of Oppenheimer Financial Corp.

ROYCE CAPITAL FUND

The Royce Micro-Cap Portfolio of the Royce Capital Fund is available for
investment under the Contract and has the following investment objective:

ROYCE MICRO-CAP PORTFOLIO -- seeks long-term capital appreciation,
primarily through investments in common stocks and convertible securities
of small and micro-cap companies. Production of income is incidental to
this objective.

Quest Advisory Corp. serves as the investment adviser to the Portfolio.

SAFECO RESOURCE SERIES TRUST

The SAFECO Equity Portfolio and the SAFECO Growth Portfolio of the SAFECO
Resource Series Trust are available for investment under the Contract. The
investment objective of each Portfolios is:

SAFECO EQUITY PORTFOLIO -- seeks long-term growth of capital and
reasonable current income. The Equity Portfolio ordinarily invests
principally in common stocks or securities convertible into common stocks.

SAFECO GROWTH PORTFOLIO -- seeks growth of capital and the increased
income that ordinarily follows from such growth. The Growth Portfolio
ordinarily invests a preponderance of its assets in common stock selected
for potential appreciation.

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<PAGE> 26

Each Portfolio is managed by SAFECO Asset Management Company.

SOGEN VARIABLE FUNDS, INC.

The SoGen Overseas Variable Portfolio of the SoGen Variable Funds, Inc. is
available for investment under the Contract and has the following investment
objective:

SOGEN OVERSEAS VARIABLE PORTFOLIO -- seeks long-term growth of capital
by investing primarily in securities of small and medium size non-U.S.
companies. It particularly seeks companies that have growth potential,
financial strength and stability, strong management and fundamental value.
The Portfolio may invest in securities traded in mature markets (for
example, Japan, Canada and the United Kingdom) and in emerging markets
(Mexico and Indonesia, for example). The Portfolio may invest up to 20% of
its total assets in debt securities, that may include lower-rated
securities, commonly referred to a "junk bonds" and securities that are not
rated. The greater risks involved in foreign investing and investing in
junk bonds should be understood and carefully considered. See the
Portfolio's prospectus for a description of these risks.

Societe Generale Asset Management Corp., which is indirectly owned by
Societe Generale, one of France's largest banks, serves as the Portfolio's
investment adviser.

T. ROWE PRICE FIXED INCOME SERIES, INC.

The Limited-Term Bond Portfolio of the T. Rowe Price Fixed Income Series,
Inc. is available for investment under the Contract and has the following
investment objective:

LIMITED-TERM BOND PORTFOLIO -- seeks a high level of income consistent
with modest price fluctuations by investing primarily in short- and
intermediate-term investment-grade debt securities.

T. Rowe Price Associates, Inc. is responsible for the selection and
management of the portfolio investments of T. Rowe Price Limited-Term Bond
Portfolio and receives a single, all-inclusive fee based on the Portfolio's
average daily net assets to cover investment management and operating expenses.

T. ROWE PRICE INTERNATIONAL SERIES, INC.

The International Stock Portfolio of the T. Rowe Price International
Series, Inc. is available for investment under the Contract and has the
following investment objective:

INTERNATIONAL STOCK PORTFOLIO -- seeks long-term growth of capital
through investments primarily in common stocks of established non-U.S.
companies.

Rowe Price-Fleming International, Inc. ("Price-Fleming") is responsible for
the selection and management of the Portfolio's investments. Incorporated in
1979 as a joint venture between T. Rowe Price Associates, Inc. ("T. Rowe Price")
and Robert Fleming Holdings Limited ("Fleming"), Price-Fleming receives a
single, all-inclusive fee based on the Portfolio's average daily net assets to
cover investment management and operating expenses.

VAN ECK WORLDWIDE INSURANCE TRUST

The Worldwide Hard Assets Portfolio of the Van Eck Worldwide Insurance
Trust (the "Van Eck Trust") is available for investment under the Contract. Its
investment objective is:

WORLDWIDE HARD ASSETS PORTFOLIO -- seeks long-term capital
appreciation by investing globally, primarily in "Hard Asset Securities" of
companies that are directly or indirectly engaged to a significant extent
in the exploration, development, production or distribution of one or more
of the following: (i) precious metals, (ii) ferrous and non-ferrous metals,
(iii) energy, (iv) forest products, (v) real estate, and (vi) other basic
non-agricultural commodities.

Van Eck Associates Corporation serves as investment adviser and manager to
the Van Eck Worldwide Hard Assets Portfolio pursuant to an Advisory Agreement
with the Van Eck Trust.
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<PAGE> 27

An investment in a Portfolio, including the Money Market Portfolio, is not
insured or guaranteed by the U.S. Government and there can be no assurance that
the Money Market Portfolio will be able to maintain a stable net asset value per
share.

Bankers Life has entered into agreements with the investment adviser of
several of the Funds pursuant to which each such investment adviser will pay
Bankers Life a servicing fee based upon an annual percentage of the average
aggregate net assets invested by the Company on behalf of the Separate Account.
These agreements reflect administrative services provided to the Funds by the
Company. Payments of such amounts on behalf of the Funds will not increase the
fees paid by the Funds or their shareholders.

AVAILABILITY OF THE FUNDS

We cannot guarantee that each Portfolio will always be available for
investment through the Contracts, but in the unlikely event that a Portfolio is
not available, we will do everything reasonably practicable to secure the
availability of a comparable portfolio. The Separate Account purchases shares of
each Portfolio in accordance with a participation agreement we have entered into
with each Fund. If a participation agreement terminates, the Separate Account
may not be able to purchase additional shares of the Portfolios of that Fund. In
such case, you will no longer be able to allocate Premium Payments or transfer
Contract Value to the Variable Account investing in that Portfolio.

We reserve the right, subject to applicable law, to make additions to,
deletions from, or substitutions for the shares of a Portfolio that are held in
the Separate Account. If the shares of a Portfolio are no longer available for
investment or if, in our judgment, further investment in any Portfolio should
become inappropriate, we may redeem the shares of that Portfolio and substitute
shares of another portfolio. We will not substitute any shares without notice
and prior approval of the SEC and state insurance authorities, to the extent
required by the 1940 Act or other applicable law.

We also reserve the right in our sole discretion to establish additional
Variable Accounts, or eliminate or combine one or more Variable Accounts, if
marketing needs, tax considerations or investment conditions warrant. We will
determine if new or substituted Variable Accounts will be available to existing
Contract Owners. Subject to obtaining any approvals or consents required by law,
the assets of one or more Variable Accounts may also be transferred to any other
Variable Account if, in our sole discretion, marketing, tax, or investment
conditions warrant. Additional information regarding termination of
participation agreements, substitutions of investments and resolving conflicts
among Funds may be found in the Statement of Additional Information.

THE PAY-IN PERIOD

The Pay-in Period begins when your first Premium Payment is made and
continues until you begin to receive annuity payments during the Payout Period.
The Pay-in Period may also end when you fully withdraw all of your Contract
Value before the Payout Period.

PURCHASING A CONTRACT

You may purchase a Contract with a Premium Payment of $1,000 or more. The
maximum first Premium Payment is $250,000. To purchase a Contract, you must make
an application to us either through one of our licensed representatives who is
also a registered representative of IL Securities, Inc., or a broker-dealer
having a selling agreement with IL Securities, Inc. Contracts may be sold to or
in connection with retirement plans that do not qualify for special tax
treatment as well as retirement plans that qualify for special tax treatment
under the Code. We will not issue you a Contract if you are older than 85 on the
Date of Issue.

PREMIUM PAYMENTS

Premium Payments must be at least $1,000. You may make Premium Payments at
any time until the earliest of: (a) the Annuity Start Date; (b) the date you
fully withdraw all Contract Value; or (c) the date you reach age 85 (age 70 1/2
for Qualified Contracts). In any one Contract Year, we will not accept Premium

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<PAGE> 28

Payments that total more than two times your first Premium Payment. We will not
accept total Premium Payments in excess of $250,000. However, we reserve the
right to waive these limitations.

Under the Automatic Premium Payment Plan, you may select an annual,
semi-annual, quarterly or monthly payment schedule under which we will
automatically deduct Premium Payments from a bank or credit union account or
other source. The minimum amount of such payment is $1,000.

CANCELLATION -- THE 10 DAY FREE-LOOK PERIOD

You have the right to cancel and return the Contract for any reason within
10 days after you receive it (or within 20 days of receipt if the Contract is
replacing another annuity contract or insurance policy). To cancel the Contract,
you must mail the Contract with a Written Request requesting cancellation to the
Service Center and postmark the package before midnight of the tenth day after
your initial receipt of the Contract. Your package must be given the correct
postage.

If the Contract is canceled during the Free-Look Period, we will refund to
you an amount equal to the sum of: (i) the difference between the Premium
Payments paid and the amounts allocated to the Variable Accounts and the Fixed
Account under the Contract; and (ii) the Contract Value as of the date the
Contract and the Written Request requesting cancellation are postmarked,
provided the package is properly addressed to the Service Center with correct
postage. You bear the investment risk for Premium Payments allocated to the
Variable Accounts during the Free-Look Period.

DESIGNATING YOUR INVESTMENT OPTIONS

When you fill out your application, you will give us instructions on how to
allocate your first Net Premium Payment among the eighteen Variable Accounts and
the Fixed Account. The amount you direct to a particular Variable Account and/or
to the Fixed Account must equal at least 1% of the Premium Payment.

Once we receive your Premium Payment and your completed application at the
Service Center, we will issue your Contract and direct your first Net Premium
Payment within two (2) Business Days to the Variable Accounts and/or the Fixed
Account in accordance with your instructions, subject to the limitations set
forth above under "Cancellation -- The 10-Day Free Look Period."

If you did not give us all the information we need, we will contact you. If
we cannot complete the application within five (5) Business Days, we will either
send back your money immediately or obtain your permission to keep your money
until we receive all the necessary information. Once the application is
complete, we will direct your first Net Premium Payment to the Variable Accounts
and/or the Fixed Account according to your instructions within two Business
Days.

We will credit any additional Premium Payments you make to your Contract as
of the same Business Day we receive them. Our Business Day closes when the New
York Stock Exchange closes, usually at 4 p.m. Eastern Time. If we receive your
Premium Payments after the close of our Business Day, we will calculate and
credit them the next Business Day. We will direct your Premium Payment to the
Variable Accounts and/or the Fixed Account according to your written
instructions in effect at the time we receive it. However, you may direct
individual Premium Payments to a specific Variable Account or to the Fixed
Account (or any combination thereof) without changing your instructions. You may
change your instructions directing your investments at any time by sending us a
Written Request or by telephone authorization. Changing such instructions will
not change the way existing Contract Value is apportioned among the Variable
Accounts or the Fixed Account.

THE CONTRACT VALUE ALLOCATED TO A VARIABLE ACCOUNT WILL VARY WITH THE INVESTMENT
EXPERIENCE OF THAT VARIABLE ACCOUNT. YOU BEAR THE ENTIRE INVESTMENT RISK FOR
AMOUNTS YOU ALLOCATE TO THE VARIABLE ACCOUNTS. YOU SHOULD PERIODICALLY REVIEW
YOUR PREMIUM PAYMENT ALLOCATION INSTRUCTIONS IN LIGHT OF MARKET CONDITIONS AND
YOUR OVERALL FINANCIAL OBJECTIVES.

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<PAGE> 29

SEPARATE ACCOUNT VALUE

The value of your investment in the Separate Account will go up or down
depending on the investment experience of the Portfolios underlying the Variable
Accounts you select for investment. Separate Account Value will be decreased by
any partial withdrawals, transfers and Separate Account charges. There is no
guaranteed minimum Separate Account Value. Because the value in the Separate
Account of your Contract on any future date depends upon market conditions, it
cannot be predetermined.

Calculating Separate Account Value. The Separate Account Value is
determined at the end of each Business Day. It is the sum of the assets you have
in each of the Variable Accounts. To measure the value of each Variable Account,
we use a unit of measure called an Accumulation Unit.

Determining the Number of Accumulation Units. Any money you allocate or
transfer to a Variable Account will be converted into Accumulation Units and
will increase the number of Accumulation Units credited to the Variable Account.
We determine the number of Accumulation Units to be credited to the Variable
Account by dividing the dollar amount of your payment or transfer by the
Accumulation Unit value for that Variable Account as of the end of that Business
Day. (See "Determining Accumulation Unit Value" below.)

Any amounts transferred, withdrawn or deducted from a Variable Account will
be processed by canceling or liquidating Accumulation Units. The number of
Accumulation Units to be canceled is determined by dividing the dollar amount
being removed from a Variable Account by the value of an Accumulation Unit for
that Variable Account as of the end of the Business Day during which the amount
was removed. The number of Accumulation Units in any Variable Account will be
decreased at the end of each Business Day by:

(a) any amounts transferred (and any applicable Transfer Fee) from that
Variable Account to another Variable Account or to the Fixed
Account,

(b) any amounts withdrawn during that Business Day,

(d) the quarterly Contract Fee, if assessed on that Business Day.

Determining Accumulation Unit Value. On the first day of operation for
each Variable Account, the value of an Accumulation Unit for that Variable
Account is set at $10. We recalculate the value of an Accumulation Unit for each
Variable Account at the end of each Business Day. Accumulation Unit value is
calculated by multiplying the value of an Accumulation Unit at the end of the
immediately preceding Business Day by the Variable Account's Net Investment
Factor for the current Business Day. The Net Investment Factor for each Variable
Account reflects the investment performance and capital gains and losses
(whether realized or unrealized) of the underlying Portfolio and certain
Separate Account charges for that Business Day. The formula for computing the
Net Investment Factor can be found in the Statement of Additional Information.

TRANSFERS BETWEEN INVESTMENT OPTIONS

General. Before the Annuity Start Date and subject to the restrictions
described below, you may transfer all or part of the amount in a Variable
Account or the Fixed Account to another Variable Account or the Fixed Account.

Transfers to the Fixed Account must be at least $1,000. Before the Annuity
Start Date, you may transfer up to 20% of the Fixed Account Value (as determined
at the beginning of the Contract Year) from the Fixed Account to one or more of
the Variable Accounts in any Contract Year. We measure a Contract Year from the
anniversary of the day we issued your Contract. We do not charge a Transfer Fee
for transfers from the Fixed Account to one or more Variable Accounts and such a
transfer is not considered a transfer for purposes of assessing a transfer
charge.

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<PAGE> 30

Transfers will be made as of the Business Day on which we receive your
Written Request authorization to transfer, provided we receive it before the
close of our Business Day, usually 4:00 p.m. Eastern Time. If we receive your
request after the close of our Business Day, we will make the transfer as of the
next Business Day. There currently is no limit on the number of transfers that
you can make before the Annuity Start Date among or between Variable Accounts or
to the Fixed Account.

We reserve the right to modify, restrict, suspend or eliminate the transfer
privileges at any time, for any class of Contracts, for any reason. In
particular, we reserve the right not to honor transfers requested by a third
party holding a power of attorney from you where that third party requests
simultaneous transfers on your behalf of two or more Contracts.

Transfer Fee. We will impose a transfer fee of $25 for the thirteenth and
each subsequent transfer request you make per Contract Year. There is currently
no limit on the number of transfers you can make of Contract Value from one or
more Variable Accounts to another one or more of the Variable Accounts or the
Fixed Account during a single Contract Year before the Annuity Start Date. (See
"Charges and Deductions.")

Dollar-Cost Averaging. The Dollar-Cost Averaging program permits you to
systematically transfer (on a monthly or quarterly basis) a set dollar amount
from one or more Variable Accounts or the Fixed Account to any other Variable
Account(s). The fixed dollar amount will purchase more Accumulation Units of a
Variable Account when their value is lower and fewer units when their value is
higher. Over time, the cost per unit averages out to be less than if all
purchases of units had been made at the highest value and greater than if all
purchases had been made at the lowest value. The dollar-cost averaging method of
investment reduces the risk of making purchases only when the price of
Accumulation Units is high. It does not assure a profit or protect against a
loss in declining markets.

You may elect to participate in the Dollar-Cost Averaging program when you
complete your application, or at any other time before the Annuity Start Date,
by sending us a Written Request. To use the Dollar-Cost Averaging program, you
must transfer at least $100 to each Variable Account. Once you elect the
program, it remains in effect for the life of the Contract until the value of
the Variable Account from which transfers are being made is depleted, and/or the
value of the Fixed Account is expended, or until you cancel the program by
Written Request or by telephone request if we have your telephone authorization
on file. There is no additional charge for dollar-cost averaging, and a transfer
under this program is not considered a transfer for purposes of assessing a
transfer change. We reserve the right to discontinue offering the Dollar-Cost
Averaging program at any time and for any reason.

Interest Sweep. Before the Annuity Start Date, you may elect to have any
interest credited to the Fixed Account automatically transferred on a quarterly
basis to one or more Variable Accounts. There is no charge for interest sweep
transfers and an interest sweep transfer is not considered a transfer for
purposes of assessing a transfer charge. Amounts transferred out of the Fixed
Account due to an interest sweep transfer are counted toward the 20% of Fixed
Account Value that may be transferred out of the Fixed Account during any
Contract Year.

Automatic Account Balancing Service. Once your money has been allocated
among the Variable Accounts, the performance of each Variable Account may cause
your allocation to shift. You may instruct us to automatically rebalance your
Variable Account values on a monthly or quarterly basis to return to the
percentages specified in your allocation instructions. You may elect to
participate in the Automatic Account Balancing Service when you complete your
application or at any other time before the Annuity Start Date by sending us a
Written Request. Your percentage allocations must be in whole percentages and be
at least 1% per allocation. You may start and stop Automatic Account Balancing
at any time by sending us a Written Request or by telephone request, if we have
your telephone authorization on file. There is no additional charge for using
Automatic Account Balancing, and an account balancing transfer is not considered
a transfer for purposes of assessing a transfer charge. We reserve the right to
discontinue offering the Automatic Account Balancing Service at any time and for
any reason.

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<PAGE> 31

FEES AND CHARGES

WITHDRAWAL CHARGE

General. We do not deduct a charge for sales expenses from Premium
Payments at the time Premium Payments are paid to us. However, we will deduct
any applicable Withdrawal Charge if you fully or partially withdraw Contract
Value before the Annuity Start Date. We do not assess a Withdrawal Charge on
withdrawals made in the event the Contract terminates due to your death or the
death of the Annuitant, or if you decide to begin to receive annuity payments
and you choose an annuity payout plan with a life contingency or an annuity
payout plan with a period certain of at least 10 years.

The amount of the Withdrawal Charge you may incur depends on the Withdrawal
Charge Option you choose at the time you purchase your Contract. ONCE YOU CHOOSE
YOUR WITHDRAWAL CHARGE OPTION, YOU CANNOT CHANGE IT. If your initial Premium
Payment is $100,000 or more, you may choose one of two Free Withdrawal Options
at the time you complete your application.

Withdrawal Charge Options. When you purchase your Contract, you must
choose between two Withdrawal Charge Options.

The DATE OF ISSUE WITHDRAWAL CHARGE OPTION is designed for the owner who
wishes to make additional Premium Payments periodically over the life of the
Contract. The charge expires after the ninth Contract Year, benefiting those
owners who intend to continue to make Premium Payments after the ninth Contract
Year.

The PREMIUM PAYMENT WITHDRAWAL CHARGE OPTION is more suitable for the owner
who currently intends to make only a single Premium Payment or several Premium
Payments close in time to the date the Contract is issued. This withdrawal
charge option is not designed for the owner who intends to make additional
Premium Payments over an extended period of time because each time you make
another Premium Payment, the seven-year period for paying the Withdrawal Charge
begins again.

The Withdrawal Charge is separately calculated for each withdrawal you
make. For purposes of calculating the Withdrawal Charge, the money that has been
held the longest in the Contract will be deemed to be the first money withdrawn.
In addition, amounts subject to the Withdrawal Charge will be deemed to be first
from Premium Payments, and then from earnings. This means that we will not
deduct a Withdrawal Charge on withdrawals of that portion of your Contract Value
that exceeds the sum total of your Premium Payments.

IF YOU CHOOSE THE DATE OF ISSUE WITHDRAWAL CHARGE OPTION: We will impose a
Withdrawal Charge on all partial or full withdrawals of Premium Payments that
you make during the first nine Contract Years if the amount of the withdrawal
exceeds the Free Withdrawal Amount. The Withdrawal Charge is calculated as a
percentage of the amount you withdraw based on the number of years between the
date we receive your Written Request for withdrawal and the Date of Issue. The
rate of the Withdrawal Charge is listed in the table below. Under this option,
no Withdrawal Charge is deducted from full or partial withdrawals that you make
in Contract Years ten and later.

<TABLE>
<CAPTION>
CHARGE AS PERCENTAGE
CONTRACT YEAR OF PREMIUM PAYMENTS
------------- --------------------
<S> <C>
1-6.................................................. 7.0%
7.................................................... 6.0
8.................................................... 4.0
9.................................................... 2.0
10+.................................................. 0
</TABLE>

IF YOU CHOOSE THE DATE OF PREMIUM PAYMENT WITHDRAWAL CHARGE OPTION: We
will calculate the Withdrawal Charge by determining the length of time between
the date we receive your Written Request for a withdrawal and the date you made
the Premium Payment being withdrawn. We will deduct a Withdrawal

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<PAGE> 32

Charge if you withdraw a Premium Payment that we have held for less than seven
Premium Payment Years if it is greater than the Free Withdrawal Amount.

<TABLE>
<CAPTION>
PREMIUM CHARGE AS PERCENTAGE
PAYMENT YEAR OF PREMIUM PAYMENTS
------------ --------------------
<S> <C>
1.................................................... 7.0%
2.................................................... 6.0
3.................................................... 5.0
4.................................................... 4.0
5.................................................... 3.0
6.................................................... 2.0
7.................................................... 1.0
8+................................................... 0
</TABLE>

Any applicable Withdrawal Charge is deducted pro-rata from the remaining
value in the Variable Accounts or Fixed Account from which the withdrawal is
being made. If such remaining Separate Account Value or Fixed Account Value is
insufficient for this purpose, the Withdrawal Charge is deducted pro-rata from
all Variable Accounts and the Fixed Account in which the Contract is invested
based on the remaining Contract Value in each Variable Account and the Fixed
Account.

Free Withdrawal Amount. In any Contract Year after the first, you may
withdraw a portion of your Contract Value without incurring a Withdrawal Charge.
This amount is called the Free Withdrawal Amount. Withdrawals under the
Systematic Withdrawal Program are also permitted a Free Withdrawal Amount, as
determined below, during the first Contract Year. If your initial Premium
Payment is less than $100,000, the Free Withdrawal Amount is 10% of Contract
Value each year, as determined at the beginning of the Contract Year. If you do
not withdraw the full 10% in any Contract Year after the first, the remaining
amount does not roll over to the next Contract Year.

If your initial Premium Payment is $100,000 or more, the Free Withdrawal
Amount depends on the Free Withdrawal Option you choose at the time you purchase
your Contract. Once you choose an option, you cannot change it.

IF YOU CHOOSE THE CUMULATIVE 10% OPTION: After the first Contract Year,
you may withdraw up to 10% of your Contract Value as of the beginning of each
Contract Year and we will not charge you a Withdrawal Charge on that amount. If
you do not withdraw the full 10% in any one Contract Year, the remaining
percentage may be rolled over to the next Contract Year, up to a maximum of 50%
of Contract Value measured as of the beginning of each Contract Year.

IF YOU CHOOSE THE EARNINGS OPTION: After the first Contract Year, you may
withdraw part or all of your earnings under the Contract at any time without
incurring a Withdrawal Charge. Earnings are equal to your Contract Value minus
Premium Payments, transfers and partial withdrawals.

Amounts withdrawn in excess of the Free Withdrawal Amount will be assessed
a Withdrawal Charge, depending on the Withdrawal Charge Option you choose. (See
"Withdrawal Charge.") Free withdrawals may be subject to the 10% federal penalty
tax if made before you reach age 59 1/2.

Employee and Agent Purchases. If state law permits, we will waive the
Withdrawal Charge on any full or partial withdrawals from Contracts sold to
agents or employees of Indianapolis Life Insurance Company (or its affiliates
and subsidiaries).

CONTRACT FEE

At the end of each Contract quarter (or on the date of full withdrawal of
Contract Value) before the Annuity Start Date, we will deduct from the Contract
Value a quarterly contract fee of $7.50 as reimbursement for our administrative
expenses relating to the Contract. The fee will be deducted from each Variable
Account and the Fixed Account based on the proportion that the value in each
such Variable Account and the Fixed Account bears to the total Contract Value.
We will not charge the Contract Fee after

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<PAGE> 33

an annuity payout plan has begun. Deduction of the Contract Fee is currently
waived for all Qualified Contracts. We also currently waive deduction of the
Contract Fee for Non-Qualified Contracts whose cumulative Premium Payments on
the date the Contract Fee is assessed are equal to or greater than $100,000. We
reserve the right to modify this waiver upon 30 days written notice to you.

ASSET-BASED ADMINISTRATIVE CHARGE

We will deduct a daily administrative charge as compensation for certain
expenses we incur in the administration of the Contract. The charge is deducted
from the assets of the Separate Account at an annual rate of 0.15%. We will
continue to assess this charge after annuitization if annuity payments are made
on a variable basis. There is no necessary relationship between the amount of
this administrative charge and the amount of expenses that may be attributable
to a particular Contract.

TRANSFER FEE

A transfer fee of $25 will be imposed for the 13th and each subsequent
transfer during a Contract Year. For the purpose of assessing the Transfer Fee,
each Written Request would be considered to be one transfer, regardless of the
number of Variable Accounts affected by the transfer. The transfer fee will be
deducted from the Variable Account from which the transfer is made. If a
transfer is made from more than one Variable Account at the same time, the
transfer fee would be deducted pro-rata from the remaining Separate Account
Value in such Variable Account(s). We reserve the right to waive the transfer
fee.

MORTALITY AND EXPENSE RISK CHARGE

As compensation for assuming mortality and expense risks, we will deduct a
daily mortality and expense risk charge from the assets of the Separate Account.
The charge is at a daily rate of 0.003404%. If applied on an annual basis this
rate would be 1.25% (approximately 0.90% for mortality risk and 0.35% for
expense risk). This charge will continue to be assessed if annuity payments are
made on a variable basis either before or after the Annuity Start Date.

The mortality risk we assume is that Annuitants may live for a longer
period of time than estimated when the guarantees in the Contract were
established. Because of these guarantees, each Annuitant is assured that
longevity will not have an adverse effect on the annuity payments received. The
mortality risk that we assume also includes a guarantee to pay a Death Benefit
if the Annuitant dies before the Annuity Start Date. The expense risk that we
assume is the risk that the administrative fees and transfer fees (if imposed)
may be insufficient to cover actual future expenses.

If the mortality and expense risk charge is not sufficient to cover the
actual cost of the mortality and expense risks, we will bear the loss. The
mortality and expense risk charge cannot be increased. We may use any profits
from this charge to pay the costs of distributing the Contracts.

FUND EXPENSES

Because the Separate Account purchases shares or units of the various
Portfolios of the Funds, the net assets of the Separate Account will be reduced
by the investment advisory fees and other operating expenses incurred by such
Portfolios. See the attached prospectuses for the Portfolios.

PREMIUM TAXES

Various states and other governmental entities charge a premium tax on
annuity contracts issued by insurance companies. Premium tax rates currently
range up to 3.5%, depending on the state. Tax rates are subject to change from
time to time by legislative and other governmental action. In addition, other
governmental units within a state may levy such taxes. Currently, New York has
no premium tax or retaliatory premium tax. If New York imposes these taxes in
the future, or if the Owner is or becomes a resident of a state where such taxes
apply, we will make a deduction from the value of your Contract either: (a) from
Premium Payments as we receive them, (b) from Contract Value upon partial or
full withdrawal, (c) when

26
<PAGE> 34

annuity payments begin, or (d) upon payment of a Death Benefit. We, however,
reserve the right to deduct premium taxes at the time such taxes are paid to the
taxing authority.

OTHER TAXES

Currently, no charge is made against the Separate Account for any federal,
state or local taxes (other than premium taxes) that we incur or that may be
attributable to the Separate Account or the Contracts. We may, however, impose
such a charge in the future.

THE PAYOUT PERIOD

The Payout Period is that period of time during which you will receive a
steady stream of annuity payments from the money you have accumulated under your
Contract. The Payout Period begins on the Annuity Start Date. You may choose to
receive your annuity payments on a fixed or variable basis, or a combination of
both. If you choose to receive your Payout Option on a variable basis, you may
keep the same Variable Accounts to which your Premium Payments were allocated
during the Pay-In Period, or transfer to different Variable Accounts.

THE ANNUITY START DATE. If you own a Non-Qualified Contract, you may
select the Annuity Start Date on which you will begin to receive annuity
payments. If you do not specify a date, the Annuity Start Date is the later of
the Annuitant's age 70 or 10 years after the Date of Issue. For Qualified
Contracts purchased in connection with qualified plans under Code sections
401(a), 401(k), 403(a), 403(b) and 457, the Code requires that the Annuity Start
Date must be no later than April 1 of the calendar year following the later of
the year in which the Owner (i) reaches age 70 1/2 or (ii) retires. If the Owner
is a "5 percent owner" (as defined in the Code), or in the case of an IRA that
satisfies Code section 408, the Annuity Start Date must be no later than the
date described in (i).

We will start annuity payments to the Annuitant on the Annuity Start Date
shown in your contract. You may change the Annuity Start Date to any Contract
Anniversary or to any date on which you withdraw the Contract Value. Your
Written Request must be received at our Service Center at least 31 days prior to
the existing Annuity Start Date.

ANNUITY PAYOUT OPTIONS. You may elect, revoke, or change your annuity
payout plan at any time before the Annuity Start Date while the Annuitant is
living by sending us a Written Request signed by you and/or your beneficiary, as
appropriate. You may choose one of the payout plans described below or any other
plan being offered by us as of the Annuity Start Date. The payout plans we
currently offer provide either variable annuity payments or fixed annuity
payments or a combination of both.

You may select to receive annuity payments on a monthly, quarterly,
semi-annual or annual basis. The first payment under any payout plan will be
made on the fifteenth day of the month immediately following the Annuity Start
Date. Subsequent payments shall be made on the fifteenth of the month.

If you do not select an annuity payout plan by the Annuity Start Date, we
will apply the adjusted Contract Value under Option 3, One Life Income with
payments guaranteed for 10 years, as described below. The adjusted Contract
Value will be allocated to a fixed and variable payout in the same proportion
that your interest in the Fixed and Variable Accounts bears to the total
Contract Value on the Annuity Start Date.

Anytime before the Annuity Start Date, you may have the entire Surrender
Value paid to you as an annuity under one of the payout plans. A beneficiary may
have the Death Benefit paid as an annuity under one of the payout plans.

We reserve the right to pay you the adjusted Contract Value in a lump sum
and not as an annuity if your adjusted Contract Value after the Annuity Start
Date would be less than $2,000, or the amount of annuity payments would be less
than $20.

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DETERMINING THE AMOUNT OF THE ANNUITY PAYMENT. On the Annuity Start Date,
the adjusted Contract Value will be used to calculate your annuity payments
under the payout plan you select, unless you choose to receive the Surrender
Value in a lump sum.

The adjusted Contract Value is the Contract Value on the Annuity Start
Date:

(1) MINUS any applicable quarterly Contract Fee not yet deducted;

(2) MINUS any applicable premium taxes not yet deducted; and

(3) for an installment income annuity payout plan with a payout period
of less than 10 years, MINUS any applicable Withdrawal Charge.

For Qualified Contracts, the amount of any outstanding loan is also
deducted; distributions must satisfy certain requirements specified in the Code.

We do not assess a Withdrawal Charge if you choose an annuity payout plan
with a life contingency or an installment payout plan with a period certain of
at least 10 years.

FIXED ANNUITY PAYMENTS

Fixed annuity payout plans provide the Annuitant with periodic payments of
a fixed amount with guaranteed minimum interest of 3%. The amount of each
payment depends only on the form and duration of the payout plan you choose, the
age of the Annuitant, the sex of the Annuitant (if applicable), the amount of
your adjusted Contract Value and the applicable annuity purchase rates in the
Contract. If a fixed payout option is selected, the payments for each $1,000
applied will not be less than those provided by the application of the adjusted
Contract Value to the purchase of any single consideration immediate annuity
that we offer at the time to the same class of annuitants. The annuity purchase
rates in the Contract are based on a minimum guaranteed interest rate of 3.0%.
We may, in our sole discretion, make annuity payments in an amount based on a
higher interest rate.

VARIABLE ANNUITY PAYMENTS

Variable annuity payout plans provide the Annuitant with periodic payments
that increase or decrease in amount in accordance with the Annuity Unit values
of one or more Variable Account(s). Your contract contains annuity tables which
demonstrate how the initial annuity payment rate is derived. This rate is
different for each payout plan, and varies by age and sex of the Annuitant (if
applicable). The amount of the second and subsequent variable annuity payments
is not predetermined; it will depend on the current value of the underlying
investments in the Variable Accounts, and therefore may increase or decrease
from period to period.

The contract permits you to choose a benchmark rate of return for the
Payout Period. You may choose a benchmark rate of 3.0%, 4.0% or 5.0% annually.
If the net investment performance of the Variable Accounts in which your annuity
payout plan is invested is greater than this benchmark rate, your annuity
payments will increase. If their net investment performance falls below this
benchmark, your annuity payments will decline. Therefore, if you choose a 5.0%
benchmark rate, you assume more risk that your annuity payment may occasionally
decline than if you choose a 3.0% benchmark rate. For further details on
Variable Annuity Payments, see the Statement of Additional Information.

Transfers. After the Annuity Start Date, an Annuitant may change the
Variable Account(s) in which the annuity payout plan is invested once per
Contract Year by sending us a Written Request. No charge is assessed for this
transfer. We will make the transfer by exchanging annuity units of one Variable
Account for another Variable Account on an equivalent dollar value basis. See
the Statement of Additional Information for examples of annuity unit value
calculations and variable annuity payment calculations.

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DESCRIPTION OF ANNUITY PAYOUT OPTIONS

Option 1 -- Installment Income For a Fixed Period. Under this option, we
will make equal monthly annuity payments for a fixed number of years between 1
and 30 years. The amount of the payment is not guaranteed if a variable payout
plan is selected. If a fixed payout plan is selected, the payments for each
$1,000 of Contract Value will not be less than those shown in the Fixed Period
Table in Section 12 of the Contract. In the event of the Payee's death, a
Successor Payee may receive the remaining payments or may elect to receive the
present value of the remaining payments in a lump sum. If there is no Successor
Payee, the present value of the remaining payments will be paid to the estate of
the last surviving Payee.

Option 2 -- Installment Income In a Fixed Amount. Under this option, we
will make equal monthly payments of $5.00 or more for each $1,000 of Contract
Value used to purchase the option until the full amount is paid out. The number
of payments is not guaranteed if a variable payout plan is selected. If a fixed
payout plan is selected, payments will be made until the full amount applied
with compound interest at an annual rate of not less than 3% is paid out. In the
event of the Payee's death, a Successor Payee may receive the payments or may
elect to receive the present value of the remaining payments in a lump sum. If
there is no Successor Payee, the present value of the remaining payments will be
paid to the estate of the last surviving Payee.

Option 3 -- One Life Income. Under this option, we will make an annuity
payment each month so long as the Payee is alive,* or for a guaranteed 10 or 20
year period. If when the Payee dies, we have made annuity payments for less than
the selected guaranteed period, we will continue to make annuity payments for
the rest of the guaranteed period to the Successor Payee or if there is no
Successor Payee, to the estate of the last surviving Payee. The amount of each
payment is not guaranteed if a variable payout plan is selected. If a fixed
payout plan is selected, the payment for each $1,000 of Contract Value used to
purchase the option will not be less than that shown in the One Life Table in
Section 12 of the Contract. Payments guaranteed for 10 or 20 years certain may
be commuted. Payments guaranteed only for the life of the Payee may not be
commuted.

Option 4 -- Joint and Survivor Life Income. Under this option, we will
make annuity payments each month so long as two Payees are alive, or if one
Payee dies to the surviving Payee.* If one Payee dies before the due date of the
first payment, the surviving Payee will receive payments under Option 3 -- One
Life Income with payments guaranteed for 10 years. The payments may not be
commuted.

The amount of each payment will be determined from the tables in the
Contract that apply to the particular option using the Annuitant's age (and if
applicable, sex). Age will be determined from the last birthday at the due date
of the first payment.

WITHDRAWAL OF CONTRACT VALUE

Full Withdrawals. At any time before the Annuity Start Date, you may
withdraw fully from the Contract for its Surrender Value. The Surrender Value is
equal to the Contract Value MINUS (1) any applicable Withdrawal Charges; MINUS
(2) any premium taxes not previously deducted; and MINUS (3) the Contract Fee.
For Qualified Contracts, any outstanding loan balance is also deducted. The
Surrender Value will be determined as of the Business Day that we receive your
Written Request requesting full withdrawal and your Contract at our Service
Center. The Surrender Value will be paid in a lump sum unless you request
payment under a payout plan. (See "The Payout Period.") A full withdrawal may
have adverse federal income tax consequences, including a penalty tax. (See
"Federal Tax Matters.")

Partial Withdrawals. At any time before the Annuity Start Date, you may
send a Written Request to our Service Center or direct a telephone request to us
to withdraw part of your Contract Value. You must withdraw at least $250. We
will withdraw the amount you request from the Contract Value as of the Business
Day on which we receive your Written Request for the partial withdrawal. We will
then reduce the amount remaining in the Contract by any applicable Withdrawal
Charge. Your Contract Value after a partial withdrawal must be at least $1,000.
If your Contract Value after a partial withdrawal is less than $1,000, we

- ---------------
* IT IS POSSIBLE UNDER THIS OPTION TO RECEIVE ONLY ONE ANNUITY PAYMENT IF THE
PAYEE DIES (OR PAYEES DIE) BEFORE THE DUE DATE OF THE SECOND PAYMENT OR TO
RECEIVE ONLY TWO ANNUITY PAYMENTS IF THE PAYEE DIES (OR PAYEES DIE) BEFORE THE
DUE DATE OF THE THIRD PAYMENT, AND SO ON.

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reserve the right to pay you the Surrender Value in a lump sum. (See "Fees and
Charges -- Withdrawal Charge.")

You may specify how much you wish to withdraw from each Variable Account
and/or the Fixed Account. If you do not specify, or if you do not have
sufficient assets in the Variable Accounts or Fixed Account you specified to
comply with your request, we will make the partial withdrawal on a pro rata
basis from the Fixed Account and those Variable Accounts in which you are
invested. We will base the pro rata reduction on the ratio that the value in
each Variable Account and the Fixed Account has to the entire Contract Value
before the partial withdrawal.

INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO ANY
WITHDRAWAL YOU MAKE. (See "Federal Tax Matters.")

Systematic Withdrawal Program. The Systematic Withdrawal Program provides
an automatic monthly or quarterly payment to you, the Owner, from the amounts
you have accumulated in the Variable Accounts and/or the Fixed Account. The
minimum amount you may withdraw is $100. The maximum amount that may be
transferred and withdrawn out of the Fixed Account in any Contract Year under
all circumstances (Dollar-Cost Averaging, Systematic Withdrawals and Partial
Withdrawals) is 20% of the Fixed Account Value as determined at the beginning of
the Contract Year. To use the program, you must maintain a $1,000 balance in
your Contract. You may elect to participate in the Systematic Withdrawal Program
at any time before the Annuity Start Date by sending a Written Request to our
Service Center. Once you elect the program, it remains in effect unless the
balance in your Contract drops below $1,000. You may cancel the program at any
time by sending us a Written Request or by calling us by telephone if we have
your telephone authorization on file.

We will assess a Withdrawal Charge on these withdrawals, unless the amount
you withdraw under the Systematic Withdrawal Program qualifies as a Free
Withdrawal Amount or unless Withdrawal Charges no longer apply to the amounts
withdrawn. Withdrawals under the Systematic Withdrawal Program are permitted a
Free Withdrawal Amount during the first Contract Year. (See "Fees and
Charges -- Withdrawal Charge.") We do not deduct any other charges for this
program.

All Systematic Withdrawals will be paid to you on the same day each month,
provided that day is a Business Day. If it is not, then payment will be made on
the next Business Day. Systematic withdrawals may be taxable, subject to
withholding, and subject to a 10% penalty tax. (See "Federal Tax Matters.") We
reserve the right to discontinue offering the Systematic Withdrawal Program at
any time and for any reason.

Full and Partial Withdrawal Restrictions. Your right to make full and
partial withdrawals is subject to any restrictions imposed by applicable law or
employee benefit plan.

Restrictions on Distributions from Certain Types of Contracts. There are
certain restrictions on full and partial withdrawals from Contracts used as
funding vehicles for Code Section 403(b) retirement programs. Section 403(b)(11)
of the Code restricts the distribution under Section 403(b) annuity contracts
of: (i) elective contributions made in years beginning after December 31, 1988;
(ii) earnings on those contributions; and (iii) earnings in such years on
amounts held as of the last year beginning before January 1, 1989. Distributions
of those amounts may only occur upon the death of the employee, attainment of
age 59 1/2, separation from service, disability, or financial hardship. In
addition, income attributable to elective contributions may not be distributed
in the case of hardship.

CONTRACT LOANS

If your Contract is issued to you in connection with retirement programs
meeting the requirements of Section 403(b) of the Code (other than those
programs subject to Title I of the Employee Retirement Income Security Act of
1974), you may borrow from us using your Contract as collateral. Loans such as
these are subject to the provisions of any applicable retirement program and to
the Code. You should, therefore, consult your tax and retirement plan advisers
before taking a contract loan.

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At any time prior to the year the Owner reaches age 70 1/2, you may borrow
the lesser of (1) the maximum loan amount permitted under the Code, and (2) 90%
of the Surrender Value of your Contract less any existing loan amount,
determined as of the date of the loan. Loans in excess of the maximum amount
permitted under the Code will be treated as a taxable distribution rather than a
loan. The minimum loan amount is $1,000. We will only make contract loans after
approving your written application. The written consent of all assignees and
irrevocable beneficiaries must be obtained before a loan will be given.

When a loan is made, we will transfer an amount equal to the amount
borrowed from Separate Account Value or Fixed Account Value to the loan account.
The loan account is part of our general account, and Contract Value in the loan
account does not participate in the investment experience of any Variable
Account or Fixed Account. You must indicate in the loan application from which
Variable Accounts or Fixed Account, and in what amounts, Contract Value is to be
transferred to the loan account. In the absence of any such instructions from
you, the transfer(s) are made pro-rata on a last-in, first out ("LIFO") basis
from all Variable Accounts having Separate Account Value and from the Fixed
Account. Loans may be repaid by you at any time before the Annuity Start Date.
Upon the repayment of any portion of a loan, an amount equal to the repayment
will be transferred from the loan account to the Variable Account(s) or Fixed
Account as designated by you or according to your current Premium Payment
allocation instructions.

We charge interest on contract loans at an effective annual rate of 6.0%.
We pay interest on the Contract Value in the loan account at rates we determine
from time to time but never less than an effective annual rate of 3.0%.
Consequently, the net cost of a loan is the difference between 6.0% and the rate
being paid from time to time on the Contract Value in the loan account. We may
declare from time to time higher current interest rates. Different current
interest rates may be applied to the loan account than the rest of the Fixed
Account. If not repaid, loans will automatically reduce the amount of any Death
Benefit, the amount payable upon a partial or full withdrawal of Contract Value
and the amount applied on the Annuity Start Date to provide annuity payments.

If at any time the loan amount of a Contract exceeds the Surrender Value,
the Contract will be in default. In this event, we will send you a written
notice of default stating the amount of loan repayment needed to reinstate the
Contract, and you will have 60 days, from the day the notice is mailed, to pay
the stated amount. If we do not receive the required loan repayment within 60
days, we will terminate the Contract without value. In addition, in order to
comply with the requirements of the Code, loans must be repaid in substantially
equal installments, at least quarterly, over a period of no longer than five
years (which can be longer for certain home loans). If these requirements are
not satisfied, or if the Contract terminates while a loan is outstanding, the
loan balance will be treated as a taxable distribution and may be subject to
penalty tax, and the treatment of the Contract under Section 403(b) of the Code
may be adversely affected.

Any loan amount outstanding at the time of your death or the death of the
Annuitant is deducted from any Death Benefit paid. In addition, a contract loan,
whether or not repaid, will have a permanent effect on the Contract Value
because the investment experience of the Separate Account and the interest rates
applicable to the Fixed Account do not apply to the portion of Contract Value
transferred to the loan account. The longer the loan remains outstanding, the
greater this effect is likely to be.

DEATH BENEFIT

DEATH BENEFITS BEFORE THE ANNUITY START DATE

Death Benefit. If the Annuitant dies before the Annuity Start Date, the
Beneficiary will receive a Death Benefit. The minimum Death Benefit will be
reset every third year on the Death Benefit Anniversary if the Contract Value on
such Death Benefit Anniversary is greater than the Contract Value on the
previous Death Benefit Anniversary. The Death Benefit will equal the greater of:

(1) the Contract Value as of the date we receive due proof of the
deceased's death and payment instructions; or

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(2) the highest Contract Value as of any Death Benefit Anniversary
preceding the date the Death Benefit is determined, plus any Premium
Payments, and minus any withdrawals and charges, incurred between
such Death Benefit Anniversary and the date the Death Benefit is
determined. This value is initially set on the first Death Benefit
Anniversary and equals the greater of: (a) the sum of Premium
Payments, MINUS partial withdrawals; or (b) Contract Value, on that
date. This value will be reset on every future Death Benefit
Anniversary (that is, every third Contract Anniversary) to equal
Contract Value on that date only if Contract Value on that Death
Benefit Anniversary is greater than the Death Benefit Value on any
previous Death Benefit Anniversary. Once reset, this value will
never decrease unless partial withdrawals are made;

LESS any applicable premium taxes not previously deducted.

Age Limitation On the Death Benefit. If the Annuitant dies at or after age
75 (or ten years after the Date of Issue, whichever is later) but before the
Annuity Start Date, the Death Benefit will equal Contract Value, LESS any
applicable premium taxes not yet deducted, as of the date we receive due proof
of death and payment instructions.

Loans. If the Contract is a Qualified Contract, any outstanding loan
amount on the date the Death Benefit is paid will also be deducted from the
Death Benefit.

Distribution Upon the Owner's Death. If you own the Contract with another
person, and one of you dies before the Annuity Start Date, the survivor becomes
the sole Beneficiary regardless of your designation. If there is no surviving
Owner, your named Beneficiary will become the Beneficiary upon your death. (You
may name primary and contingent beneficiaries.) If you have named two or more
primary Beneficiaries, they will share equally in the death benefit (described
below) unless you have specified otherwise. If there are no living primary
Beneficiaries at the time of your death, payments will be made to those
contingent Beneficiaries who are living when payment of the death benefit is
due. If all Beneficiaries have predeceased you, we will pay the death benefit to
your estate. If you or a Joint Owner who is the Annuitant dies before the
Annuity Start Date, then the provisions relating to the death of an Annuitant
(described below) will govern.

If you are not the Annuitant and you die before the Annuitant and before
the Annuity Start Date, then the following options are available to your
Beneficiary:

(1) If such Beneficiary is the spouse of the deceased Owner, the spouse
may continue the Contract as the new Owner.

(2) If such Beneficiary is not the spouse of the deceased Owner:

(a) such Beneficiary may elect to receive the Contract Value, LESS
any premium taxes not yet deducted, in a single sum within 5
years of the deceased Owner's death; or

(b) such Beneficiary may elect to receive the Contract Value paid out
under one of the approved payout plans, provided that
distributions begin within one year of the deceased Owner's death
and the distribution period under the payout plan is for the life
of, or for a period not exceeding the life expectancy of, the
Beneficiary.

If such Beneficiary does not elect one of the above options, we
will pay the Contract Value, LESS any premium taxes not yet deducted,
within five years from the date of the deceased Owner's death.

Under any of the distribution options in this section, "Distribution Upon the
Owner's Death," the Beneficiary may exercise all ownership rights and privileges
from the date of the deceased Owner's death until the date that the Contract
Value is paid. Similar rules apply to Qualified Contracts. The above
distribution requirements will apply only upon the death of the first Joint
Owner.

Distribution Upon the Death of the Annuitant. If the Annuitant (including
an Owner who is the Annuitant) dies before the Annuity Start Date, we will pay
the Death Benefit described above in "Death Benefits Before the Annuity Start
Date" in a lump sum to your named Beneficiaries within five years after the date
of the Annuitant's death. (You may name primary and contingent beneficiaries.)
If you have named two
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or more primary Beneficiaries, they will share equally in the Death Benefit
unless you have specified otherwise. If there are no living primary
Beneficiaries at the time of the Annuitant's death, payments will be made to
those contingent Beneficiaries who are living when payment of the Death Benefit
is due. If all the Beneficiaries have predeceased the Annuitant, we will pay the
Death Benefit to you, if living, or the Annuitant's estate. In lieu of a lump
sum payment, the Beneficiary may elect, within 60 days of the date we receive
due proof of the Annuitant's death, to apply the Death Benefit to a payout plan.
(See "Payout Options.")

If you are also the Annuitant and you die, the provisions described
immediately above apply, except that the Beneficiary may only apply the Death
Benefit payment to a payout plan if:

(1) payments under the option begin within one (1) year of the
Annuitant's death; and

(2) payments under the option are payable over the Beneficiary's life or
over a period not greater than the Beneficiary's life expectancy.

DEATH OF PAYEE AFTER THE ANNUITY START DATE

If the Payee dies after the Annuity Start Date, any Joint Payee becomes the
sole Payee. If there is no Joint Payee, the Successor Payee becomes the sole
Payee. If there is no Successor Payee, the remaining benefits are paid to the
estate of the last surviving Payee. The death of the Payee after the Annuity
Start Date will have the effect stated in the payout plan pursuant to which
annuity payments are being made. If any Owner dies on or after the Annuity Start
Date, any payments that remain must be made at least as rapidly as under the
payout plan in effect on the date of the your death.

THE FIXED ACCOUNT

You may allocate some or all of your Net Premium Payments and transfer some
or all of your Contract Value to the Fixed Account. The Fixed Account offers a
guarantee of principal (after deductions for fees and expenses) as well as
interest guaranteed by Bankers Life to be not less than 3% per year. The Fixed
Account is part of our general account and the Fixed Account is supported by the
assets held in our general account. Our general account supports our insurance
and annuity obligations. Since the Fixed Account is part of the general account,
we assume the risk of investment gain or loss on this amount. All assets in the
general account are subject to our general liabilities from business operations.

The Fixed Account has not been, and is not required to be, registered with
the SEC under the Securities Act of 1933, and neither the Fixed Account nor our
general account have been registered as an investment company under the 1940
Act. Therefore, neither our general account, the Fixed Account, nor any
interests therein are generally subject to regulation under the 1933 Act or the
1940 Act. The disclosures relating to the Fixed Account which are included in
this prospectus are for your information and have not been reviewed by the SEC.
However, such disclosures may be subject to certain generally applicable
provisions of federal securities laws relating to the accuracy and completeness
of statements made in prospectuses.

FIXED ACCOUNT VALUE

The Fixed Account Value is equal to: (1) Net Premium Payments allocated to
the Fixed Account, PLUS (2) amounts transferred to the Fixed Account, PLUS (3)
interest credited to the Fixed Account, MINUS (4) any partial withdrawals or
transfers from the Fixed Account, and MINUS (5) any Withdrawal Charges, contract
fees or premium taxes deducted from the Fixed Account.

We intend to credit the Fixed Account with interest at current rates in
excess of the minimum guaranteed rate of 3%, but we are not obligated to do so.
Bankers Life has no specific formula for determining current interest rates.
Some of the factors that Bankers Life may consider, in its sole discretion, in
determining whether to credit interest in excess of the 3% guaranteed rate are:
general economic trends, rates of return currently available and anticipated on
the company's investments, regulatory and tax requirements, and

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competitive factors. The Fixed Account Value will not share in the investment
performance of the company's general account or any portion thereof.

Because we, in our sole discretion, anticipate changing the current
interest rate from time to time, different allocations you make to the Fixed
Account will be credited with different current interest rates. The interest
rate we credit to amounts allocated or transferred to the Fixed Account will
apply to the end of the calendar year in which we receive the amount. At the end
of the calendar year, we will determine a new current interest rate on such
amount and accrued interest thereon (which may be a different current interest
rate from the current interest rate on new allocations to the Fixed Account on
that date). We will guarantee the rate of interest we declare on such amount and
accrued interest for the following calendar year. We will determine, in our sole
discretion, any interest to be credited on amounts in the Fixed Account in
excess of the minimum guaranteed effective rate of 3% per year. You therefore
assume the risk that interest credited to amounts in the Fixed Account may not
exceed the minimum 3% guaranteed rate.

For purposes of making withdrawals, transfers or deductions of fees and
charges from the Fixed Account, we will consider such withdrawals to have come
from the last money into the contract, that is, on a last-in, first-out ("LIFO")
basis.

We reserve the right to change the method of crediting interest from time
to time, provided that such changes do not reduce the guaranteed rate of
interest below 3% per year or shorten the period for which the interest rate
applies to less than one calendar year (except for the year in which such amount
is received or transferred).

TRANSFER PRIVILEGES

General. Transfers to the Fixed Account must be at least $1,000. A
transfer charge of $25 may be imposed for the thirteenth and each subsequent
request you make to transfer Contract Value from one or more Variable Accounts
to the Fixed Account (or to one or more Variable Accounts) during a single
Contract Year before the Annuity Start Date.

Before the Annuity Start Date, you may transfer up to 20% of the Fixed
Account Value (as determined at the beginning of the Contract Year) from the
Fixed Account to one or more of the Variable Accounts in any Contract Year. No
fee is charged for transfers from the Fixed Account to one or more Variable
Accounts and such a transfer is not considered a transfer for purposes of
assessing a transfer charge.

Dollar-Cost Averaging. You may elect to participate in the Dollar-Cost
Averaging program at the time of your application, or at any time thereafter
before the Annuity Start Date by sending us a Written Request. The Dollar-Cost
Averaging program permits you to systematically transfer (on a monthly or
quarterly basis) a set dollar amount from the Fixed Account or one or more
Variable Accounts to any other Variable Account(s). The minimum amount that may
be transferred under the Dollar-Cost Averaging program is $100 to each Variable
Account. The maximum amount that may be transferred and withdrawn out of the
Fixed Account in any Contract Year under all circumstances (Dollar-Cost
Averaging, Systematic Withdrawals and Partial Withdrawals) is 20% of the Fixed
Account Value, as determined at the beginning of the Contract Year. Once
elected, dollar-cost averaging from the Fixed Account remains in effect for the
life of the Contract until the value of the Fixed Account is depleted or until
you cancel your participation by Written Request or by telephone if we have your
telephone authorization on file. There is no additional charge for dollar-cost
averaging, and a transfer under this program is not considered a transfer for
purposes of assessing a transfer change. We reserve the right to discontinue
offering the Dollar-Cost Averaging program at any time and for any reason. (See
"Transfer Privileges -- Dollar-Cost Averaging.")

PAYMENT DEFERRAL

We have the right to defer payment of any full or partial withdrawal or
transfer from the Fixed Account for up to six months from the date we receive
your Written Request for such a withdrawal or transfer at our Service Center. If
we do not give you a payment within 10 days after we receive all necessary
documentation,

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we will credit interest at 3%, or such higher rate as is required for a
particular jurisdiction, to the amount to be paid from the date we received the
documentation.

HOW TO REVIEW INVESTMENT PERFORMANCE OF THE VARIABLE ACCOUNTS

From time to time, we may advertise or include in sales literature yields,
effective yields and total returns for the Variable Accounts. These figures are
based on historical earnings and do not indicate or project future performance.
We also may, from time to time, advertise or include in sales literature
Variable Account performance relative to certain performance rankings and
indices compiled by independent organizations. More detailed information as to
the calculation of performance, as well as comparisons with unmanaged market
indices, appears in the Statement of Additional Information.

Performance data for the Variable Accounts is based on the investment
performance of the corresponding Portfolio of a Fund and reflects its expenses.
(See the attached prospectuses for the Funds.)

The "yield" of the Money Market Variable Account refers to the annualized
income generated by an investment in the Variable Account over a specified
seven-day period. The yield is calculated by assuming that the income generated
for that seven-day period is generated each seven-day period over a 52-week
period and is shown as a percentage of the investment. The "effective yield" is
calculated similarly but, when annualized, the income earned by an investment in
the Variable Account is assumed to be reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect of this assumed
reinvestment.

The yield of a Variable Account (other than the Money Market Variable
Account) refers to the annualized income generated by an investment in the
Variable Account over a specified 30-day or one-month period. The yield is
calculated by assuming that the income generated by the investment during that
30-day or one-month period is generated each period over a 12-month period and
is shown as a percentage of the investment.

Yield quotations do not reflect the Withdrawal Charge.

The "total return" of a Variable Account refers to return quotations
assuming an investment under a Contract has been held in the Variable Account
for various periods of time. For periods prior to the date the Separate Account
commenced operations, performance information will be calculated based on the
performance of the various Portfolios and the assumption that the Variable
Accounts were in existence for the same periods as those indicated for the
Portfolios, assuming that the current level of Contract charges were in effect
during those periods and assuming the monthly (rather than daily) deduction of
mortality and expense risk charges and administrative expenses. When a Variable
Account or Portfolio has been in operation for one, five, and ten years,
respectively, the total return for these periods will be provided.

The average annual total return quotations represent the average annual
compounded rates of return that would equate an initial investment of $1,000
under a Contract to the redemption value of that investment as of the last day
of each of the periods for which total return quotations are provided. Average
annual total return information shows the average annual percentage change in
the value of an investment in the Variable Account from the beginning date of
the measuring period to the end of that period. This standardized version of
average annual total return reflects all historical investment results, less all
charges and deductions applied against the Variable Account (including any
Withdrawal Charge that would apply if you terminated the Contract at the end of
each period indicated, but excluding any deductions for premium taxes).

In addition to the standard version described above, total return
performance information computed on different non-standard bases may be used in
advertisements or sales literature. Average annual total return information may
be presented, computed on the same basis as described above, except deductions
will not include the Withdrawal Charge. In addition, we may from time to time
disclose average annual total return in non-standard formats and cumulative
total return for Contracts funded by the Variable Accounts.

We may also disclose adjusted yield and total returns for the Portfolios
since their inception reduced by some or all of the fees and charges under the
Contract. Such adjusted historic performance may include data

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that precedes the inception dates of the Variable Accounts. This data is
designed to show the performance that would have resulted if the Contract had
been in existence during that time.

Non-standard performance data will only be disclosed if the standard
performance data for the required periods is also disclosed. For additional
information regarding the calculation of other performance data, please refer to
the Statement of Additional Information.

In advertising and sales literature (including illustrations), the
performance of each Variable Account may be compared with the performance of
other variable annuity issuers in general or to the performance of particular
types of variable annuities investing in mutual funds, or investment portfolios
of mutual funds with investment objectives similar to the Variable Account.
Lipper Analytical Services, Inc. ("Lipper"), CDA Investment Technologies
("CDA"), Variable Annuity Research Data Service ("VARDS") and Morningstar, Inc.
("Morningstar") are independent services which monitor and rank the performance
of variable annuity issuers in each of the major categories of investment
objectives on an industry-wide basis.

Lipper's and Morningstar's rankings include variable life insurance issuers
as well as variable annuity issuers. VARDS rankings compare only variable
annuity issuers. The performance analyses prepared by Lipper, CDA, VARDS and
Morningstar rank or illustrate such issuers on the basis of total return,
assuming reinvestment of distributions, but do not take sales charges,
redemption fees, or certain expense deductions at the separate account level
into consideration. In addition, VARDS prepares risk rankings, which consider
the effects of market risk on total return performance. This type of ranking
provides data as to which funds provide the highest total return within various
categories of funds defined by the degree of risk inherent in their investment
objectives.

Advertising and sales literature may also compare the performance of each
Variable Account to the Standard & Poor's Index of 500 Common Stocks, a widely
used measure of stock performance. This unmanaged index assumes the reinvestment
of dividends but does not reflect any "deduction" for the expense of operating
or managing an investment portfolio. Other independent ranking services and
indices may also be used as a source of performance comparison.

We may also report other information including the effect of systematic
withdrawals, systematic investments and tax-deferred compounding on a Variable
Account's investment returns, or returns in general, which may be illustrated by
tables, graphs, or charts. All income and capital gains derived from Variable
Account investments are reinvested and can lead to substantial long-term
accumulation of assets, provided that the Variable Account investment experience
is positive.

VOTING RIGHTS

We are the legal owner of the Portfolio shares held in the Variable
Accounts. However, when a Portfolio is required to solicit the votes of its
shareholders through the use of proxies, we believe that current law requires us
to solicit you and other Contract Owners as to how we should vote the Portfolio
shares held in the Variable Accounts. If we determine that we no longer are
required to solicit your votes, we may vote the shares in our own right.

When we solicit your vote, the number of votes you have will be calculated
separately for each Variable Account in which you have an investment. The number
of your votes is based on the net asset value per share of the Portfolio in
which the Variable Account invests. It may include fractional shares. Before the
Annuity Start Date, you hold a voting interest in each Variable Account to which
the Contract Value is allocated. After the Annuity Start Date, the Annuitant has
a voting interest in each Variable Account from which variable annuity payments
are made. If you have a voting interest in a Variable Account, you will receive
proxy materials and reports relating to any meeting of shareholders of the
Portfolio in which that Variable Account invests.

If we do not receive timely voting instructions for Portfolio shares or if
we own the shares, we will vote those shares in proportion to the voting
instructions we receive. Instructions we receive to abstain on any item

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will reduce the total number of votes being cast on a matter. For further
details as to how we determine the number of your votes, see the Statement of
Additional Information.

FEDERAL TAX MATTERS

THE FOLLOWING DISCUSSION IS GENERAL AND
IS NOT INTENDED AS TAX ADVICE

INTRODUCTION

This discussion is not intended to address the tax consequences resulting
from all of the situations in which a person may be entitled to or may receive a
distribution under the annuity contract issued by us. Any person concerned about
these tax implications should consult a competent tax advisor before initiating
any transaction. This discussion is based upon our understanding of the present
federal income tax laws, as they are currently interpreted by the Internal
Revenue Service ("IRS"). No representation is made as to the likelihood of the
continuation of the present federal income tax laws or of the current
interpretation by the IRS. Moreover, no attempt has been made to consider any
applicable state or other tax laws.

The Contract may be purchased on a non-qualified basis or purchased and
used in connection with plans qualifying for favorable tax treatment. The
Qualified Contract is designed for use by individuals whose Premium Payments are
comprised solely of proceeds from and/or contributions under retirement plans
which are intended to qualify as plans entitled to special income tax treatment
under Sections 401(a), 403(b), or 408 of the Code. The ultimate effect of
federal income taxes on the amounts held under a Contract, or annuity payments,
and on the economic benefit to you, the Annuitant, or the beneficiary depends on
the type of retirement plan, on the tax and employment status of the individual
concerned, and on our tax status. In addition, certain requirements must be
satisfied in purchasing a Qualified Contract with proceeds from a tax-qualified
plan and receiving distributions from a Qualified Contract in order to continue
receiving favorable tax treatment. Some retirement plans are subject to
distribution and other requirements that are not incorporated into our Contract
administration procedures. Owners, participants and beneficiaries are
responsible for determining that contributions, distributions and other
transactions with respect to the Contracts comply with applicable law.
Therefore, purchasers of Qualified Contracts should seek competent legal and tax
advice regarding the suitability of a Contract for their situation, the
applicable requirements, and the tax treatment of the rights and benefits of a
Contract. The following discussion assumes that Qualified Contracts are
purchased with proceeds from and/or contributions under retirement plans that
qualify for the intended special federal income tax treatment.

TAX STATUS OF THE CONTRACT

Diversification Requirements. Section 817(h) of the Code provides that
separate account investments underlying a contract must be "adequately
diversified" in accordance with Treasury regulations in order for the contract
to qualify as an annuity contract under Section 72 of the Code. The Separate
Account, through each underlying Fund, intends to comply with the
diversification requirements prescribed in regulations under Section 817(h) of
the Code, which affect how the assets in the various Variable Accounts may be
invested. Although we do not have direct control over the Funds in which the
Separate Account invests, we believe that each Fund in which the Separate
Account owns shares will meet the diversification requirements, and therefore,
the Contract will be treated as an annuity contract under the Code.

In certain circumstances, owners of variable annuity contracts may be
considered the owners, for federal income tax purposes, of the assets of the
separate account used to support their contracts. In those circumstances, income
and gains from the separate account assets would be includible in the variable
annuity contract owner's gross income. The IRS has stated in published rulings
that a variable contract owner will be considered the owner of separate account
assets if the contract owner possesses incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. The Treasury
Department has also announced, in connection with the issuance of regulations
concerning investment diversification, that those

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<PAGE> 45

regulations "do not provide guidance concerning the circumstances in which
investor control of the investments of a segregated asset account may cause the
investor (i.e., the contract owner), rather than the insurance company, to be
treated as the owner of the assets in the account." This announcement also
states that guidance would be issued by way of regulations or rulings on the
"extent to which policyholders may direct their investments to particular
variable accounts without being treated as owners of the underlying assets." As
of the date of this prospectus, no such guidance has been issued.

The ownership rights under the Contracts are similar to, but different in
certain respects from, those described by the IRS in rulings in which it was
determined that contract owners were not owners of separate account assets. For
example, the Owner of a Contract has the choice of one or more Variable Accounts
in which to allocate Net Premium Payments and Contract Values, and may be able
to transfer among Variable Accounts more frequently than in such rulings. These
differences could result in an Owner being treated as the Owner of a pro rata
share of the assets of the Separate Account. In addition, we do not know what
standards will be set forth, if any, in the regulations or rulings which the
Treasury Department has stated it expects to issue. We, therefore, reserve the
right to modify the Contract as necessary to attempt to prevent you from being
considered the Owner of any portion of the assets of the Separate Account.

Required Distributions. In order to be treated as an annuity contract for
federal income tax purposes, Section 72(s) of the Code requires any
Non-Qualified Contract to provide that: (a) if any Owner dies on or after the
Annuity Start Date but before the entire interest in the Contract has been
distributed, the remaining portion of such interest will be distributed at least
as rapidly as under the method of distribution being used as of the date of that
Owner's death; and (b) if any Owner dies before the Annuity Start Date, the
entire interest in the Contract will be distributed within five years after the
date of your death. These requirements will be considered satisfied as to any
portion of the Owner's interest which is payable to or for the benefit of a
"designated beneficiary" and which is distributed over the life of such
beneficiary or over a period not extending beyond the life expectancy of that
beneficiary, provided that such distributions begin within one year of that
Owner's death. The Owner's "designated beneficiary" is the person to whom
ownership of the Contract passes by reason of death. However, if a "designated
beneficiary" is the surviving spouse of a deceased Owner, the Contract may be
continued with the surviving spouse as the new Owner.

The Non-Qualified Contracts contain provisions which are intended to comply
with the requirements of Section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. We intend to review such
provisions and modify them if necessary to assure that they comply with the
requirements of Code Section 72(s) when clarified by regulation or otherwise.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts will qualify as annuity
contracts for federal income tax purposes.

TAXATION OF ANNUITIES

In General. Section 72 of the Code governs taxation of annuities in
general. We believe that if you are a natural person you are not taxed on
increases in the value of a Contract until distribution occurs by withdrawing
all or part of the Contract Value (e.g., partial and full withdrawals) or as
annuity payments under the payment option elected. For this purpose, the
assignment, pledge, or agreement to assign or pledge any portion of the Contract
Value (and in the case of a Qualified Contract, any portion of an interest in
the qualified plan) generally will be treated as a distribution. The taxable
portion of a distribution (in the form of a single sum payment or payment
option) is taxable as ordinary income.

The Owner of any annuity contract who is not a natural person generally
must include in income any increase in the excess of the Contract Value over the
"investment in the contract" during the taxable year. There are some exceptions
to this rule, and a prospective Owner that is not a natural person may wish to
discuss these with a competent tax advisor.

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The following discussion generally applies to Contracts owned by natural
persons.

Withdrawals. In the case of a partial withdrawal from a Qualified
Contract, under Section 72(e) of the Code, a ratable portion of the amount
received is taxable, generally based on the ratio of the "investment in the
contract" to the participant's total accrued benefit or balance under the
retirement plan. The "investment in the contract" generally equals the portion,
if any, of any Premium Payment paid by or on behalf of the individual under a
Contract which was not excluded from the individual's gross income. For
Contracts issued in connection with qualified plans, the "investment in the
contract" can be zero. Special tax rules may be available for certain
distributions from Qualified Contracts.

In the case of a partial withdrawal from a Non-Qualified Contract, under
Section 72(e), any amounts received are generally first treated as taxable
income to the extent that the Contract Value immediately before the partial
withdrawal exceeds the "investment in the contract" at that time. Any additional
amount withdrawn is not taxable.

In the case of a full withdrawal under a Qualified or Non-Qualified
Contract, the amount received generally will be taxable only to the extent it
exceeds the "investment in the contract."

Section 1035 of the Code generally provides that no gain or loss shall be
recognized on the exchange of one annuity contract for another. If the
surrendered contract was issued before August 14, 1982, the tax rules formerly
providing that the withdrawal was taxable only to the extent the amount received
exceeds your investment in the contract will continue to apply to amounts
allocable to investments in that contract before August 14, 1982. In contrast,
contracts issued after January 19, 1985 in a Code Section 1035 exchange are
treated as new contracts for purposes of the penalty and distribution-at-death
rules. Special rules and procedures apply to Section 1035 transactions. Persons
who may wish to take advantage of Section 1035 should consult their tax adviser.

Annuity Payments. Although tax consequences may vary depending on the
payment option elected under an annuity contract, under Code Section 72(b),
generally (prior to recovery of the investment in the contract) gross income
does not include that part of any amount received as an annuity under an annuity
contract that bears the same ratio to such amount as the investment in the
contract bears to the expected return at the annuity starting date. For variable
annuity payments, the taxable portion is generally determined by an equation
that establishes a specific dollar amount of each payment that is not taxed. The
dollar amount is determined by dividing the "investment in the contract" by the
total number of expected periodic payments. However, the entire distribution
will be taxable once the recipient has recovered the dollar amount of his or her
"investment in the contract." For fixed annuity payments, in general, there is
no tax on the portion of each payment which represents the same ratio that the
"investment in the contract" bears to the total expected value of the annuity
payments for the term of the payments; however, the remainder of each annuity
payment is taxable until the recovery of the investment in the contract, and
thereafter the full amount of each annuity payment is taxable. If death occurs
before full recovery of the investment in the contract, the unrecovered amount
may be deducted on the Annuitant's final tax return.

Taxation of Death Benefit Proceeds. Amounts may be distributed from a
Contract because of the death of an Owner or the Annuitant. Generally, such
amounts are includible in the income of the recipient as follows: (i) if
distributed in a lump sum, they are taxed in the same manner as a full
withdrawal from the contract or (ii) if distributed under a payment option, they
are taxed in the same way as annuity payments.

Other rules relating to distributions at death apply to Qualified
Contracts. You should consult your legal counsel and tax adviser regarding these
rules and their impact on Qualified Contracts.

Penalty Tax on Certain Withdrawals. In the case of a distribution from a
Non-Qualified Contract, there may be imposed a federal penalty tax equal to 10%
of the amount treated as taxable income. In general, however, there is no
penalty on distributions:

1. made on or after the taxpayer reaches age 59 1/2;

2. made on or after the death of the owner (or if the owner is not an
individual, the death of the primary Annuitant);

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<PAGE> 47

3. attributable to the taxpayer's becoming disabled;

4. a part of a series of substantially equal periodic payments (not less
frequently than annually) for the life (or life expectancy) of the
taxpayer or the joint lives (or joint life expectancies) of the
taxpayer and his or her designated beneficiary;

5. made under certain annuities issued in connection with structured
settlement agreements; or

6. made under an annuity contract that is purchased with a single
Premium Payment when the Annuity Start Date is no later than a year
from purchase of the annuity and substantially equal periodic
payments are made, not less frequently than annually, during the
annuity payment period.

Other tax penalties may apply to certain distributions under a Qualified
Contract.

Possible Changes in Taxation. In past years, legislation has been proposed
that would have adversely modified the federal taxation of certain annuities.
For example, one such proposal would have changed the tax treatment of
non-qualified annuities that did not have "substantial life contingencies" by
taxing income as it is credited to the annuity. Although the likelihood of
legislative change is uncertain, there is always the possibility that the tax
treatment of the Contracts could change by legislation or other means. For
instance, the President's 1999 Budget Proposal recommended legislation that, if
enacted, would adversely modify the federal taxation of the Contracts. It is
also possible that any change could be retroactive (that is, effective prior to
the date of the change). A tax adviser should be consulted with respect to
legislative developments and their effect on the Contract.

TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT

A transfer of Ownership of a Contract, the designation of an Annuitant,
Annuitant or other beneficiary who is not also the Owner, the selection of
certain Annuity Start Dates or the exchange of a Contract may result in certain
tax consequences to you that are not discussed herein. An Owner contemplating
any such transfer, assignment, or exchange of a Contract should contact a
competent tax advisor with respect to the potential tax effects of such a
transaction.

WITHHOLDING

Pension and annuity distributions generally are subject to withholding for
the recipient's federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients, however,
generally are provided the opportunity to elect not to have tax withheld from
distributions. Effective January 1, 1994, distributions from certain qualified
plans are generally subject to mandatory withholding. Certain states also
require withholding of state income tax whenever federal income tax is withheld.

MULTIPLE CONTRACTS

All non-qualified deferred annuity contracts entered into after October 21,
1988 that are issued by us (or our affiliates) to you during any calendar year
are treated as one annuity contract for purposes of determining the amount
includible in gross income under Section 72(e). The effects of this rule are not
yet clear; however, it could affect the time when income is taxable and the
amount that might be subject to the 10% penalty tax described above. In
addition, the Treasury Department has specific authority to issue regulations
that prevent the avoidance of Section 72(e) through the serial purchase of
annuity contracts or otherwise. There may also be other situations in which the
Treasury may conclude that it would be appropriate to aggregate two or more
annuity contracts purchased by the same Owner. Accordingly, a Contract Owner
should consult a competent tax advisor before purchasing more than one annuity
contract.

TAXATION OF QUALIFIED PLANS

The Contracts are designed for use with several types of qualified plans.
The tax rules applicable to participants in these qualified plans vary according
to the type of plan and the terms and conditions of the plan

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itself. Special favorable tax treatment may be available for certain types of
contributions and distributions. Adverse tax consequences may result from
contributions in excess of specified limits; distributions prior to age 59 1/2
(subject to certain exceptions); distributions that do not conform to specified
commencement and minimum distribution rules; aggregate distributions in excess
of a specified annual amount; and in other specified circumstances. Therefore,
no attempt is made to provide more than general information about the use of the
Contracts with the various types of qualified retirement plans. Contract Owners,
the Annuitants, and Beneficiaries are cautioned that the rights of any person to
any benefits under these qualified retirement plans may be subject to the terms
and conditions of the plans themselves, regardless of the terms and conditions
of the Contract, but we shall not be bound by the terms and conditions of such
plans to the extent such terms contradict the Contract, unless the Company
consents. Brief descriptions follow of the various types of qualified retirement
plans in connection with a Contract. We will amend the Contract as necessary to
conform it to the requirements of such plan.

Corporate Pension and Profit Sharing Plans and H.R. 10 Plans. Section
401(a) of the Code permits corporate employers to establish various types of
retirement plans for employees, and permits self-employed individuals to
establish these plans for themselves and their employees. These retirement plans
may permit the purchase of the Contracts to accumulate retirement savings under
the plans. Adverse tax or other legal consequences to the plan, to the
participant or to both may result if this Contract is assigned or transferred to
any individual as a means to provide benefit payments, unless the plan complies
with all legal requirements applicable to such benefits prior to transfer of the
Contract. Employers intending to use the Contract with such plans should seek
competent advice.

Traditional Individual Retirement Annuities. Section 408 of the Code
permits eligible individuals and their employers to contribute to an individual
retirement program known as an "Individual Retirement Annuity" or "Traditional
IRA". These Traditional IRAs are subject to limits on the amount that may be
contributed and deducted, the persons who may be eligible, and on the time when
distributions may commence. Also, distributions from certain other types of
qualified retirement plans may be "rolled over" on a tax-deferred basis into an
IRA. Sales of the Contract for use with Traditional IRAs may be subject to
special requirements of the Internal Revenue Service. Employers may establish
Simplified Employee Pension (SEP) Plans to provide Traditional IRA contributions
on behalf of their employees. The Internal Revenue Service has not reviewed the
Contract for qualification as an Traditional IRA, and has not generally ruled
whether a death benefit provision such as the provision in the Contract comports
with IRA qualification requirements.

Roth IRAs. Effective January 1, 1998, section 408A of the Code permits
certain eligible individuals to contribute to a Roth IRA. Contributions to a
Roth IRA, which are subject to certain limitations, are not deductible and must
be made in cash or as a rollover or transfer from another Roth IRA or other IRA.
A rollover from or conversion of a Traditional IRA to a Roth IRA may be subject
to tax and other special rules may apply. You should consult a tax adviser
before combining any converted amounts with any other Roth IRA contributions,
including any other conversion amounts from other tax years. Distributions from
a Roth IRA generally are not taxed, except that, once aggregate distributions
exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply
to distributions made (1) before age 59 1/2 (subject to certain exceptions) or
(2) during the five taxable years starting with the year in which the first
contribution is made to a Roth IRA.

Simple Retirement Accounts. Beginning January 1, 1997, certain small
employers may establish Simple Retirement Accounts as provided by Section 408(p)
of the Code, under which employees may elect to defer up to $6,000 (as increased
for cost of living adjustments) as a percentage of compensation. The sponsoring
employer is required to make a matching contribution on behalf of contributing
employees. Distributions from a Simple Retirement Account are subject to the
same restrictions that apply to IRA distributions and are taxed as ordinary
income. Subject to certain exceptions, premature distributions prior to age
59 1/2 are subject to a 10% penalty tax, which is increased to 25% if the
distribution occurs within the first two years after the commencement of the
employee's participation in the plan. The failure of the Simple Retirement
Account to meet Code requirements may result in adverse tax consequences.

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Tax Sheltered Annuities. Section 403(b) of the Code allows employees of
certain Section 501(c)(3) organizations and public schools to exclude from their
gross income the Premium Payments paid, within certain limits, on a Contract
that will provide an annuity for the employee's retirement. These Premium
Payments may be subject to FICA (social security) tax.

RESTRICTIONS UNDER QUALIFIED CONTRACTS

Other restrictions with respect to the election, commencement, or
distribution of benefits may apply under Qualified Contracts or under the terms
of the plans in respect of which Qualified Contracts are issued.

POSSIBLE CHARGE FOR THE COMPANY'S TAXES

At the present time, we make no charge to the Variable Accounts for any
Federal, state, or local taxes that we incur which may be attributable to such
Variable Accounts or the Contracts. We, however, reserve the right in the future
to make a charge for any such tax or other economic burden resulting from the
application of the tax laws that it determines to be properly attributable to
the Variable Accounts or to the Contracts.

OTHER TAX CONSEQUENCES

As noted above, the foregoing comments about the Federal tax consequences
under these Contracts are not exhaustive, and special rules are provided with
respect to other tax situations not discussed in this prospectus. Further, the
Federal income tax consequences discussed herein reflect our understanding of
current law, and the law may change. Federal estate and state and local estate,
inheritance and other tax consequences of Ownership or receipt of distributions
under a Contract depend on the individual circumstances of each Owner or
recipient of the distribution. A competent tax advisor should be consulted for
further information.

OTHER INFORMATION

HOLIDAYS

In addition to federal holidays, we are closed on the following days: the
Friday after Thanksgiving, the day before Christmas when Christmas falls on
Tuesday through Saturday, the day after Christmas when Christmas falls on Sunday
or Monday, and the day after New Year's Day when it falls on a Sunday, the
Monday after New Year's Day when New Year's Day falls on a Saturday, and the day
before or after Independence Day when it falls on Saturday or Sunday.

PAYMENTS

We will usually pay you any full or partial withdrawal, Death Benefit
payment, (or for Qualified Contracts only, payment of your loan proceeds) within
seven days after we receive your Written Request, any information or
documentation we reasonably need to process your request, and in the case of a
Death Benefit receipt and filing of due proof of death.

However, we may be required to suspend or postpone payments during any
period when:

1. the New York Stock Exchange is closed, other than customary weekend
and holiday closings;

2. trading on the New York Stock Exchange is restricted as determined by
the SEC;

3. the SEC determines that an emergency exists that would make the
disposal of securities held in the Separate Account or the
determination of the value of the Separate Account's net assets not
reasonably practicable; or

4. the SEC permits, by order, the suspension or postpone of payments for
your protection.

If a recent check or draft has been submitted, we have the right to delay
payment until we have assured ourselves that the check or draft has been
honored.
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We have the right to defer payment for a full or partial withdrawal or
transfer from the Fixed Account for up to six months from the date we receive
your Written Request. If we do not make a payment within 10 days after we
receive the documentation we need to complete the transaction (or a shorter
period if required by a particular jurisdiction), we will credit interest to the
amount to be paid from the date we received the necessary documentation at a
rate of 3% (or such higher rate required for a particular jurisdiction).

MODIFICATION

Upon notice to you, we may modify the Contract to:

1. permit the Contract or the Separate Account to comply with any
applicable law or regulation issued by a government agency; or

2. assure continued qualification of the Contract under the Code or
other federal or state laws relating to retirement annuities or
variable annuity contracts; or

3. reflect a change in the operation of the Separate Account; or

4. provide additional investment options.

In the event of most such modifications, we will make appropriate
endorsement to the Contract.

DISTRIBUTION OF THE CONTRACTS

IL Securities, Inc. ("IL Securities"), P.O. Box 1230, 2960 North Meridian
Street, Indianapolis, Indiana 46208, acts as the distributor for the Contracts.
IL Securities is an affiliate of Indianapolis Life Insurance Company.

Sales commissions will be paid to broker-dealers who sell the Contracts.
Broker-dealers will be paid commissions of up to 7.2% of Premium Payments. Other
commissions of up to 1.25% may also be paid. We may also pay up to 1.00% of
Premium Payments to IL Securities to compensate it for certain distribution
expenses. These broker-dealers are expected to compensate sales representatives
in varying amounts from these commissions. In addition, we may pay other
distribution expenses such as production incentive bonuses, agent's insurance
and pension benefits, and agency expense allowances. These distribution expenses
do not result in any additional charges against the Contracts other than those
described under "Fees and Charges."

LEGAL PROCEEDINGS

Bankers Life and its affiliates, like other life insurance companies, are
involved in lawsuits, including class action lawsuits. In some class action and
other lawsuits involving insurers, substantial damages have been sought and/or
material settlement payments have been made. Although the outcome of any
litigation cannot be predicted with certainty, Bankers Life believes that at the
present time there are not pending or threatened lawsuits that are reasonably
likely to have a material adverse impact on the Separate Account or the Company.

REPORTS TO OWNERS

We will mail a report to you at least annually at your last known address
of record. The report will state the Contract Value (including the Contract
Value in each Variable Account and the Fixed Account) of the Contract, Premium
Payments paid and charges deducted since the last report, partial withdrawals
made since the last report and any further information required by any
applicable law or regulation.

INQUIRIES

Inquiries regarding your Contract may be made by writing to us at our
Service Center.

FINANCIAL STATEMENTS

[To be filed by pre-effective amendment.]

43
<PAGE> 51

TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

Additional information about the Contract and the Separate Account is
contained in the Statement of Additional Information (SAI). You may obtain a
free copy of the SAI by writing to us at the address shown on the front cover or
by calling 1-888-227-5769. The following is the Table of Contents for that
Statement.

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ADDITIONAL CONTRACT PROVISIONS..............................
The Contract..............................................
Incontestability..........................................
Incorrect Age or Sex......................................
Nonparticipation..........................................
Options...................................................
CALCULATION OF VARIABLE ACCOUNT AND ADJUSTED PORTFOLIO
PERFORMANCE DATA..........................................
Money Market Variable Account Yields......................
Other Variable Account Yields.............................
Average Annual Total Returns for Variable Accounts........
Non-Standard Variable Account Total Returns...............
Adjusted Historic Portfolio Performance Data..............
Effect of the Contract Fee on Performance Data............
Other Information.........................................
NET INVESTMENT FACTOR.......................................
VARIABLE ANNUITY PAYMENTS...................................
Assumed Investment Rate...................................
Amount of Variable Annuity Payments.......................
Annuity Unit Value........................................
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS...........
Resolving Material Conflicts..............................
TERMINATION OF PARTICIPATION AGREEMENTS.....................
The Alger American Fund...................................
Fidelity Variable Insurance Products Fund.................
Fidelity Variable Insurance Products Fund II..............
OCC Accumulation Trust....................................
Royce Capital Fund........................................
SAFECO Resources Series Trust.............................
SoGen Variable Funds, Inc.................................
T. Rowe Price Fixed Income Series, Inc....................
T. Rowe Price International Series, Inc...................
Van Eck Worldwide Insurance Trust.........................
VOTING RIGHTS...............................................
SAFEKEEPING OF ACCOUNT ASSETS...............................
DISTRIBUTION OF THE CONTRACTS...............................
LEGAL MATTERS...............................................
EXPERTS.....................................................
OTHER INFORMATION...........................................
FINANCIAL STATEMENTS........................................
</TABLE>

44
<PAGE> 52
STATEMENT OF ADDITIONAL INFORMATION

for the

VISIONARY CHOICE

FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

Issued Through

BANKERS LIFE INSURANCE COMPANY OF NEW YORK SEPARATE ACCOUNT 1
Offered by

BANKERS LIFE INSURANCE COMPANY OF NEW YORK
65 Froehlich Boulevard
Woodbury, New York 11797

--------------------

This Statement of Additional Information expands upon subjects discussed
in the current Prospectus for the Visionary Choice flexible premium deferred
variable annuity contract (the "Contract") offered by Bankers Life Insurance
Company of New York.

The Owner may obtain a copy of the Prospectus for the Visionary Choice
Contract dated ______________, 1998 by calling 1-888-227-5769 or by writing to
the Annuity Service Center: Bankers Life Insurance Company of New York, c/o USA
Administration Services, Inc., P.O.
Box 29105, Overland Park, KS 66201.

Terms used in the current Prospectus for the Contract are incorporated
into this Statement.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND
SHOULD BE READ ONLY IN CONJUNCTION WITH THE PROSPECTUSES
FOR THE OWNER'S CONTRACT AND THE FUNDS.

The date of this Statement of Additional Information is __________,
1998.

<PAGE> 53

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
ADDITIONAL CONTRACT PROVISIONS...............................................................
The Contract.........................................................................
Incontestability.....................................................................
Incorrect Age or Sex.................................................................
Nonparticipation.....................................................................
Options..............................................................................
CALCULATION OF VARIABLE ACCOUNT AND ADJUSTED PORTFOLIO
PERFORMANCE DATA.............................................................................
Money Market Variable Account Yields.................................................
Other Variable Account Yields........................................................
Average Annual Total Returns for the Variable Accounts...............................
Non-Standard Variable Account Total Returns..........................................
Adjusted Historic Portfolio Performance Data.........................................
Effect of the Contract Fee on Performance Data.......................................
Other Information....................................................................
NET INVESTMENT FACTOR........................................................................
VARIABLE ANNUITY PAYMENTS....................................................................
Assumed Investment Rate..............................................................
Amount of Variable Annuity Payments..................................................
Annuity Unit Value...................................................................
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS............................................
Resolving Material Conflicts.........................................................
TERMINATION OF PARTICIPATION AGREEMENTS......................................................
The Alger American Fund..............................................................
Fidelity Variable Insurance Products Fund............................................
Fidelity Variable Insurance Products Fund II.........................................
OCC Accumulation Trust...............................................................
Royce Capital Fund...................................................................
SAFECO Resource Series Trust.........................................................
SoGen Variable Funds, Inc............................................................
T. Rowe Price Fixed Income Series, Inc..............................................
T. Rowe Price International Series, Inc..............................................
Van Eck Worldwide Insurance Trust...................................................
VOTING RIGHTS................................................................................
SAFEKEEPING OF ACCOUNT ASSETS...............................................................
DISTRIBUTION OF THE CONTRACTS................................................................
LEGAL MATTERS...............................................................................
EXPERTS......................................................................................
OTHER INFORMATION...........................................................................
FINANCIAL STATEMENTS.........................................................................
</TABLE>

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<PAGE> 54

ADDITIONAL CONTRACT PROVISIONS

THE CONTRACT

The entire contract is the Contract, the signed application, the data
page, the endorsements, options and all other attached papers. The statements
made in the application are deemed representations and not warranties. The
Company will not use any statement in defense of a claim or to void the Contract
unless it is contained in the application.

Any change in the Contract or waiver of its provisions must be in
writing and signed by the Company's President, a Vice President, Secretary or
Assistant Secretary. No other person -- no agent or Registered Representative --
has authority to change or waive any provision of this Contract.

Upon notice to the Contract Owner, the Company may modify the Contract
if necessary to permit the Contract or the Separate Account to comply with any
applicable law or regulation issued by a governmental agency; or if necessary to
assure continued qualification of the contract under the Internal Revenue Code
or other federal or state laws relating to retirement annuities or variable
annuity contracts; or if necessary to effect a change in the operation of the
Separate Account or to provide additional investment options.

In the event of such modifications, the Company will make the
appropriate endorsement to the Contract.

INCONTESTABILITY

The Company will not contest the Contract from the Date of Issue.

INCORRECT AGE OR SEX

The Company may require proof of age, sex, and right to payments before
making any life annuity payments. If the age or sex (if applicable) of the
annuitant has been stated incorrectly, the Annuity Start Date and the amount of
the annuity payments will be determined using the correct age and sex. If
misstatement of age or sex results in annuity payments that are too large, the
overpayments will be charged with interest compounded at 3% per year against
subsequent payments. If the Company has made payments that are too small, the
underpayments will be paid with interest compounded at 3% per year upon receipt
of notice of the underpayments.

NONPARTICIPATION

The Contract does not participate in the Company's surplus earnings or
profits.

- 2 -

<PAGE> 55

CALCULATION OF VARIABLE ACCOUNT AND ADJUSTED PORTFOLIO
PERFORMANCE DATA

The Company may advertise and disclose historic performance date for the
Variable Accounts, including yields, standard annual total returns, and other
nonstandard measures of performance. Such performance data will be computed, or
accompanied by performance data computed, in accordance with the standards
defined by the SEC.

MONEY MARKET VARIABLE ACCOUNT YIELDS

Advertisements and sales literature may quote the current annualized
yield of the Money Market Variable Account for a seven-day period in a manner
which does not take into consideration any realized or unrealized gains or
losses, or income other than investment income,
on shares of the Money Market Portfolio.

This current annualized yield is computed by determining the net change
(exclusive of realized gains and losses on the sale of securities and unrealized
appreciation and depreciation, and exclusive of income other than investment
income) at the end of the seven-day period in the value of a hypothetical
Variable Account under a Contract having a balance of one unit of the Money
Market Variable Account at the beginning of the period, dividing such net change
in Variable Account value by the value of the hypothetical Variable Account at
the beginning of the period to determine the base period return, and annualizing
this quotient on a 365-day basis. The net change in account value reflects: 1)
net income from the Portfolio attributable to the hypothetical Variable Account;
and 2) charges and deductions imposed under the Contract which are attributable
to the hypothetical Variable Account. These charges and deductions include the
per unit charges for: 1) the annualized Contract Fee; 2) the mortality and
expense risk charge; and 3) the asset-based administration charge. For purposes
of calculating current yields for a Contract, an average per unit Contract Fee
is used based on the $30 annualized Contract Fee which is deducted in four equal
payments at the end of each Contract Quarter. Current Yield is calculated
according to the following formula:

Current Yield = ((NCS - ES)/UV) X (365/7)

Where:

NCS = the net change in the value of the Money Market
Portfolio (exclusive of realized gains or losses on the
sale of securities and unrealized appreciation and
depreciation, and exclusive of income other than
investment income) for the seven-day period attributable
to a hypothetical Variable Account having a balance of
one Variable Account unit.

- 3 -

<PAGE> 56

ES = per unit expenses attributable to the hypothetical
Variable Account for the seven-day period.

UV = the unit value for the first day of the seven-day
period.

The Company may also disclose the effective yield of the Money Market
Variable Account for the same seven-day period, determined on a compounded
basis. The effective yield is calculated by compounding the unanualized base
period return by adding one to the base return, raising the sum to a power equal
to 365 divided by 7, and subtracting one from the result.

365/7
Effective yield = (1 + ((NCS-ES)/UV)) - 1

Where:

ES = per unit expenses attributable to the hypothetical
Variable Account for the seven-day period.

UV = the unit value for the first day of the seven-day
period.

Because of the charges and deductions imposed under the Contract, the
yield for the Money Market Variable Account is lower than the yield for the
Money Market Portfolio.

The current and effective yields on amounts held in the Money Market
Variable Account normally fluctuate on a daily basis. THEREFORE, THE DISCLOSED
YIELD FOR ANY GIVEN PAST PERIOD IS NOT AN INDICATION OR REPRESENTATION OF FUTURE
YIELDS OR RATES OF RETURN. The Money Market Variable Account's actual yield is
affected by changes in interest rates on money market securities, average
portfolio maturity of the Money Market Portfolio, the types and quality of
securities held by the Money Market Portfolio and that Portfolio's operating
expenses. Yields on amounts held in the Money Market Variable Account may also
be presented for periods other than a seven-day period.

- 4 -

<PAGE> 57

Yield calculations do not take into account the Withdrawal Charge that
is assessed on certain withdrawals of Contract Value. The amount of the
Withdrawal Charge depends on the Withdrawal Charge Option and the Free
Withdrawal Option chosen by the Owner at the time of purchase. See "Fees and
Charges" in the prospectus for further description of these options. No
Withdrawal Charge applies to Contract Value in excess of aggregate Premium
Payments.

OTHER VARIABLE ACCOUNT YIELDS

Sales literature or advertisements may quote the current annualized
yield of one or more of the Variable Accounts (except the Money Market Variable
Account) under the Contract for 30-day or one-month periods. The annualized
yield of a Variable Account refers to income generated by the Variable Account
during a 30-day or one-month period and is assumed to be generated each period
over a 12-month period.

The yield is computed by: 1) dividing the net investment income of the
Portfolio attributable to the Variable Account units less Variable Account
expenses for the period; by 2) the maximum offering price per unit on the last
day of the period times the daily average number of units outstanding for the
period; and 3) compounding that yield for a six-month period; and 4) multiplying
that result by 2. Expenses attributable to the Variable Account include the
annualized Contract Fee, the asset-based administration charge and the mortality
and expense risk charge. The yield calculation assumes a Contract Fee of $30 per
year per Contract deducted at the end of each Contract Year. For purposes of
calculating the 30-day or one-month yield, an average Contract Fee based on the
average Contract Value in the Variable Account is used to determine the amount
of the charge attributable to the Variable Account for the 30-day or one-month
period. The 30-day or one-month yield is calculated according to the following
formula:

Yield = 2 X (((NI - ES)/(U X UV)) + 1)6 - 1)

Where:

NI = net income of the Portfolio for the 30-day or
one-month period attributable to the Variable Account's
units.

ES = expenses of the Variable Account for the 30-day or
one-month period.

U = the average number of units outstanding.

UV = the unit value at the close (highest) of the last day
in the 30-day or one-month period.

Because of the charges and deductions imposed under the Contracts, the
yield for the Variable Account is lower than the yield for the corresponding
Portfolio.

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<PAGE> 58

The yield on the amounts held in the Variable Accounts normally
fluctuates over time. THEREFORE, THE DISCLOSED YIELD FOR ANY GIVEN PAST PERIOD
IS NOT AN INDICATION OR REPRESENTATION OF FUTURE YIELDS OR RATES OF RETURN. A
Variable Account's actual yield is affected by the types and quality of
securities held by the corresponding Portfolio and that Portfolio's operating
expenses.

AVERAGE ANNUAL TOTAL RETURNS FOR THE VARIABLE ACCOUNTS

Sales literature or advertisements may also quote average annual total
returns for one or more of the Variable Accounts for various periods of time.

When a Variable Account has been in operation for 1, 5, and 10 years,
respectively, the average annual total return for these periods will be
provided. Average annual total returns for other periods of time may, from time
to time, also be disclosed.

Standard average annual total returns represent the average annual
compounded rates of return that would equate an initial investment of $1,000
under a Contract to the redemption value of that investment as of the last day
of each of the periods. The ending date for each period for which total return
quotations are provided will be for the most recent calendar quarter-end prac
ticable, considering the type of the communication and the media through which
it is communicated.

Standard average annual total returns are calculated using Variable
Account unit values which the Company calculates on each valuation day based on
the performance of the Variable Account's underlying Portfolio, the deductions
for the mortality and expense risk charge, the deductions for the asset-based
administration charge and the annualized Contract Fee. The calculation assumes
that the Contract Fee is $7.50 per quarter per Contract deducted at the end of
each Contract quarter. For purposes of calculating average annual total return,
an average per- dollar per-day Contract Fee attributable to the hypothetical
Variable Account for the period is used. The calculation also assumes total
withdrawal of the Contract at the end of the period for the return quotation and
will take into account the Withdrawal Charge applicable to the Contract that is
assessed on certain withdrawals of Contract Value.

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<PAGE> 59

Standard total return is calculated according to the following formula:

TR = ((ERV/P)1/N) - 1

Where:

TR = the average annual total return net of Variable
Account recurring charges.

ERV = the ending redeemable value (net of any applicable
Withdrawal Charge) of the hypothetical Variable Account
at the end of the period.

P = a hypothetical initial payment of $1,000.

N = the number of years in the period.

NON-STANDARD VARIABLE ACCOUNT TOTAL RETURNS

Sales literature or advertisements may also quote average annual total
returns for the Variable Accounts that do not reflect any Withdrawal Charges.
Such non-standard total returns are calculated in exactly the same way as
average annual total returns described above, except that the ending redeemable
value of the hypothetical Variable Account for the period is replaced with an
ending value for the period that does not take into account any Withdrawal
Charges.

The Company may disclose cumulative total returns in conjunction with
the standard formats described above. The cumulative total returns will be
calculated using the following formula:

CTR = (ERV/P) - 1

Where:

CTR = The cumulative total return net of Variable Account
recurring charges

ERV = The ending redeemable value of the hypothetical
investment at the end of the period.

P = a hypothetical initial payment of $1,000.

ADJUSTED HISTORIC PORTFOLIO PERFORMANCE DATA

Sales literature or advertisements may quote adjusted yields and total
returns for the Portfolios since their inception reduced by some or all of the
fees and charges under the Contract. Such adjusted historic Portfolio
performance may include data that precedes the inception dates

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<PAGE> 60

of the Variable Accounts. This data is designed to show the performance that
would have resulted if the Contract had been in existence during that time.

Non-standard performance data will only be disclosed if the standard
performance data for the required periods is also disclosed.

EFFECT OF THE CONTRACT FEE ON PERFORMANCE DATA

The Contract provides for a $7.50 Contract Fee to be deducted at the end
of each Contract Quarter from the Fixed and Variable Accounts based on the
proportion that the value of each such Account bears to the total Contract
Value. For purposes of reflecting the Contract Fee in yield and total return
quotations, the Contract Fee is converted into a per-dollar per-day charge based
on the average Contract Value in the Separate Account of all Contracts on the
last day of the period for which quotations are provided. The per-dollar per-day
average charge will then be adjusted to reflect the basis upon which the
particular quotation is calculated.

OTHER INFORMATION

The following is a partial list of those publications which may be cited
in the Funds' advertising shareholder materials which contain articles
describing investment results or other data relative to one or more of the
Variable Accounts. Other publications may also be cited.

Broker World Financial World
Across the Board Advertising Age
American Banker Barron's
Best's Review Business Insurance
Business Month Business Week
Changing Times Consumer Reports
Economist Financial Planning
Forbes Fortune
Inc. Institutional Investor
Insurance Forum Insurance Sales
Insurance Week Journal of Accountancy
Journal of the American Society of Journal of Commerce
CLU & ChFC
Life Insurance Selling Life Association News
MarketFacts Manager's Magazine
National Underwriter Money
Morningstar, Inc. Nation's Business
New Choices (formerly 50 Plus) New York Times
Pension World Pensions & Investments
Rough Notes Round the Table
U.S. Banker VARDs
Wall Street Journal Working Woman

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<PAGE> 61

NET INVESTMENT FACTOR

The Net Investment Factor is an index that measures the investment
performance of a Variable Account from one Business Day to the next. Each
Variable Account has its own Net Investment Factor, which may be greater or less
than one. The Net Investment Factor for each Variable Account equals 1 plus the
fraction obtained by dividing (a) by (b) where:

(a) is the net result of:

1. the investment income, dividends, and capital gains, realized
or unrealized, credited at the end of the current Business
Day; PLUS

2. the amount credited or released from reserves for taxes
attributed to the operation of the Variable Account; MINUS

3. the capital losses, realized or unrealized, charged at the
end of the current Business Day, MINUS

4. any amount charged for taxes or any amount set aside during
the Business Day as a reserve for taxes attributable to the
operation or maintenance of the Variable Account; MINUS

5. the amount charged for mortality and expense risk on that
Business Day; MINUS

6. the amount charged for administration on that Business Day;
and

(b) is the value of the assets in the Variable Account at the end of the
preceding Business Day, adjusted for allocations and transfers to and
withdrawals and transfers from the Variable Account occurring during
that preceding Business Day.

VARIABLE ANNUITY PAYMENTS

The dollar amount of the first variable annuity payment is determined in the
same manner as that of a fixed annuity payment. Therefore, for any particular
amount applied to a variable payout plan, the dollar amount of the first
variable annuity payment and the first fixed annuity payment (assuming the fixed
payment is based on the minimum guaranteed 3.0% interest rate) will be the same.
Later variable annuity payments, however, will vary to reflect the net
investment performance of the Variable Account(s) selected by the Owner or the
Annuitant.

Annuity units measure the net investment performance of a Variable Account.
On the Annuity Start Date, the adjusted Contract Value for each Variable Account
is used to purchase annuity units at the annuity unit value for that Variable
Account. The number of annuity units in

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<PAGE> 62

each Variable Account then remains fixed unless an exchange of annuity units is
made as described below. Each Variable Account has a separate annuity unit value
that changes each Business Day in substantially the same way as does the value
of an accumulation unit of a Variable Account.

The dollar value of each variable annuity payment after the first is
determined by multiplying the number of annuity units of a particular Variable
Account by the annuity unit value for that Variable Account on the Business Day
immediately preceding the date of each payment. If the net investment return of
the Variable Account for a payment period is equal to the pro-rated portion of
the 3.0% annual assumed investment rate, the variable annuity payment for that
Variable Account for that period will equal the payment for the prior period. If
the net investment return exceeds an annualized rate of 3.0% for a payment
period, the payment for that period will be greater than the payment for the
prior period. Similarly, if the return for a period falls short of an annualized
rate of 3.0%, the payment for that period will be less than the payment for the
prior period. The Owner may choose an assumed interest rate of 3.0%, 4.0%, or
5.0% at the time a variable payout plan is selected.

Neither expenses actually incurred by the Company, other than taxes on the
investment return, nor mortality actually experienced, shall adversely affect
the dollar amount of variable annuity payments to any Annuitant for whom
variable annuity payments have commenced.

ASSUMED INVESTMENT RATE

The discussion concerning the amount of variable annuity payments which
follows this section is based on an assumed investment rate of 3.0% per year.
Under the Contract, the Contract Owner may choose an assumed interest rate of
3.0%, 4.0% or 5.0% at the time a vari able payout plan is selected. The assumed
investment rate is used merely in order to determine the first monthly payment
per thousand dollars of applied value. THIS RATE DOES NOT BEAR ANY RELATIONSHIP
TO THE ACTUAL NET INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT OR OF ANY
VARIABLE ACCOUNT.

AMOUNT OF VARIABLE ANNUITY PAYMENTS

The amount of the first variable annuity payment to a payee will depend on
the amount (i.e., the adjusted Contract Value, the Surrender Value, the death
benefit) applied to effect the variable annuity payment as of the Annuity Start
Date, the annuity payout plan option selected, and the age and sex (if
applicable) of the annuitant. The Contracts contain tables indicating the dollar
amount of the first annuity payment under each annuity payment option for each
$1,000 applied at various ages. These tables are based upon the 1983 Mortality
Table a (ALB) with 12 years mortality improvement of projection Scale G
(promulgated by the Society of Actuaries) and an assumed investment rate of 3.0%
per year.

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<PAGE> 63

The portion of the first monthly variable annuity payment derived from a
Variable Account is divided by the annuity unit value for that Variable Account
(calculated as of the date of the first monthly payment). The number of such
units will remain fixed during the annuity period, assuming the Annuitant makes
no exchanges of annuity units for annuity units of another Variable Account or
to provide a fixed annuity payment.

In any subsequent month, for any Contract, the dollar amount of the variable
annuity payment derived from each Variable Account is determined by multiplying
the number of annuity units of that Variable Account attributable to that
Contract by the value of such annuity unit at the end of the valuation period
immediately preceding the date of such payment.

The annuity unit value will increase or decrease from one payment to the
next in proportion to the net investment return of the Variable Account or
Variable Accounts supporting the variable annuity payments, less an adjustment
to neutralize the 3.0% assumed investment rate referred to above. Therefore, the
dollar amount of annuity payments after the first will vary with the amount by
which the net investment return of the appropriate Variable Accounts is greater
or less than 3.0% per year. For example, for a Contract using only one Variable
Account to generate variable annuity payments, if that Variable Account has a
cumulative net investment return of 5% over a one year period, the first annuity
payment in the next year will be approximately 2% greater than the payment on
the same date in the preceding year. If such net investment return is 1% over a
one year period, the first annuity payment in the next year will be
approximately 2 percentage points less than the payment on the same date in the
preceding year. (See also "Variable Annuity Payments" in the Prospectus.)

ANNUITY UNIT VALUE

The value of an annuity unit is calculated at the same time that the value
of an accumulation unit is calculated and is based on the same values for fund
shares and other assets and liabilities. (See "Separate Account Value" in the
Prospectus.) The annuity unit value for each Variable Account's first valuation
period was set at $100. The annuity unit value for a Variable Account is
calculated for each subsequent valuation period by dividing (1) by (2), then
multiplying this quotient by (3) and then multiplying the result by (4), where:

(1) is the accumulation unit value for the current valuation period;

(2) is the accumulation unit value for the immediately preceding
valuation period; (

3) is the annuity unit value for the immediately preceding
valuation period; and

(4) is a special factor designed to compensate for the assumed
investment rate of 3.0% built into the table used to compute the
first variable annuity payment.

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<PAGE> 64

The following illustrations show, by use of hypothetical examples, the
method of determining the annuity unit value and the amount of several variable
annuity payments based on
one Variable Account.

ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE

<TABLE>
<S> <C>
1. Accumulation unit value for current
valuation period.............................................................$11.15
2. Accumulation unit value for immediately preceding valuation period..............$11.10
3. Annuity unit value for immediately preceding
valuation period............................................................$105.00
4. Factor to compensate for the assumed
investment rate of 3.0%........................................................9975
5. Annuity unit value of current valuation
period ((1) / (2)) x (3) x (4)............................................$105.2093
</TABLE>

ILLUSTRATION OF VARIABLE ANNUITY PAYMENTS

<TABLE>
<S> <C>
1. Number of accumulation units at Annuity Start Date..............................10,000
2. Accumulation unit value ......................................................$11.1500
3. Adjusted Contract Value (1)x(2)...............................................$111,500
4. First monthly annuity payment per $1,000
of adj. Contract Value........................................................$5.89
5. First monthly annuity payment (3)x(4) / 1,000 .................................$656.74
6. Annuity unit value...........................................................$105.2093
7. Number of annuity units (5)/(6).................................................6.2422
8. Assume annuity unit value for second month equal to..........................$105.3000
9. Second monthly annuity payment (7)x(8).........................................$657.30
10. Assume annuity unit value for third month equal to...........................$104.9000
11. Third monthly annuity payment (7)x(10).........................................$654.81
</TABLE>

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<PAGE> 65

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

In the event of any such substitution or change, the Company may (by
appropriate endorsement, if necessary) change the Contract to reflect the
substitution or change. If the Company considers it to be in the best interest
of Owners and Annuitants, and subject to any approvals that may be required
under applicable law, the Separate Account may be operated as a management
investment company under the 1940 Act, it may be deregistered under that Act if
registration is no longer required, it may be combined with other of the
Company's separate accounts, or the assets may be transferred to another
separate account. In addition, the Company may, when permitted by law, restrict
or eliminate any voting rights the Owner has under the Contracts.

RESOLVING MATERIAL CONFLICTS

The Funds currently sell shares to registered separate accounts of
insurance companies other than Bankers Life to support other variable annuity
contracts and variable life insurance contracts. In addition, some of the Funds
may in the future be sold to the Company's other separate accounts and may in
the future be sold to separate accounts of other affiliated life insurance
companies to support other variable annuity or variable life insurance
contracts. Moreover, shares of some of the Funds may in the future be sold to
qualified retirement plans. As a result, there is a possibility that an
irreconcilable material conflict may arise between the Owner's interests in
owning a Contract whose Contract Value is allocated to the Separate Account and
of persons owning Contracts whose Contract Values are allocated to one or more
other separate accounts investing in any one of the Funds. There is also the
possibility that a material conflict may arise between the interests of Contract
Owners generally, or certain classes of Contract Owners, and participating
qualified retirement plans or participants in such retirement plans.

The Company currently does not foresee any disadvantages to the Owner
that would arise from the sale of Fund shares to support variable life insurance
contracts or variable annuity contracts of other companies or to qualified
retirement plans. However, the management of the Funds will each monitor events
related to their Fund in order to identify any material irreconcilable conflicts
that might possibly arise as a result of such Fund offering its shares to (1)
support both variable life insurance contracts and variable annuity contracts,
or (2) support the variable life insurance contracts and/or variable annuity
contracts issued by various unaffiliated insurance companies. In addition, the
management of the Funds will monitor the Funds in order to identify any material
irreconcilable conflicts that might possibly arise as a result of the sale of
its shares to qualified retirement plans, if applicable. In the event of such a
conflict, the management of the appropriate Fund would determine what action, if
any, should be taken in response to the conflict. In addition, if the Company
believes that the response of the Funds to any such conflict does not
sufficiently protect the Owner, the Company will take appropriate action on its
own, including withdrawing the Separate Account's investment in such Funds, as
appropriate. (See the Fund prospectuses for greater detail.)

- 13 -

<PAGE> 66

TERMINATION OF PARTICIPATION AGREEMENTS

The participation agreements pursuant to which the Funds sell their
shares to the Variable Account contain varying provisions regarding termination.
The following summarizes those
provisions:

THE ALGER AMERICAN FUND. This agreement provides for termination: (1) on
six months' advance written notice by any party; (2) at Bankers Life's option if
shares of any Portfolio are not reasonably available to meet the requirements of
the Contracts or are not registered, issued or sold in accordance with
applicable state and/or federal law; (3) at Bankers Life's option if any
Portfolio ceases to be qualified as a Regulated Investment Company under
Subchapter M of the Internal Revenue Code (the "Code"); (4) at Bankers Life's
option if any Portfolio fails to meet certain diversification requirements of
the Code; (5) at the option of the Fund or Fred Alger & Company, Inc. (the
"Distributor"), upon a determination that Bankers Life has suffered a material
adverse change in its business, operations, financial condition or prospects or
is the subject of material adverse publicity; (6) by Bankers Life upon a
determination that either the Fund or the Distributor has suffered a material
adverse change in its business, operations, financial condition or prospects or
is the subject of material adverse publicity; (7) by the Fund or the Distributor
if the Contracts cease to qualify as annuity contracts or endowment contracts
under the Code or if the Contracts are not registered, issued or sold in
accordance with state and/or federal law; or (8) on 180 days written notice upon
a determination by any party that a material irreconcilable conflict exists.

FIDELITY VARIABLE INSURANCE PRODUCTS FUND and FIDELITY VARIABLE
INSURANCE PRODUCTS FUND II. These agreements provide for termination: (1) on six
months' advance written notice by any party; (2) at Bankers Life's option if
shares of any Portfolio are not reasonably available to meet the requirements of
the Contracts or are not registered, issued or sold in accordance with
applicable state and/or federal law; (3) at Bankers Life's option if any
Portfolio ceases to be qualified as a Regulated Investment Company under
Subchapter M of the Internal Revenue Code (the "Code"); (4) at Bankers Life's
option if any Portfolio fails to meet certain diversification requirements of
the Code; (5) at the option of the Fund or Fidelity Distributors Corporation
(the "Underwriter") upon a determination that Bankers Life has suffered a
material adverse change in its business, operations, financial condition or
prospects or is the subject of material adverse publicity; (6) by Bankers Life
upon a determination that either the Fund or the Underwriter has suffered a
material adverse change in its business, operations, financial condition or
prospects or is the subject of material adverse publicity; or (7) by the Fund or
the Underwriter if Bankers Life provides written notice of its intent to use
another investment company as a funding vehicle for the Contracts.

OCC ACCUMULATION TRUST. This agreement provides for termination: (1) on
six months' advance written notice by any party; (2) at Bankers Life's option if
shares of any Portfolio are not reasonably available to meet the requirements of
the Contracts; (3) at Bankers Life's option if any Portfolio ceases to be
qualified as a Regulated Investment Company under Subchapter M of the

- 14 -

<PAGE> 67

Internal Revenue Code (the "Code"); (4) at Bankers Life's option if any
Portfolio fails to meet certain diversification requirements of the Code; (5) at
the option of the Fund upon a determination that Bankers Life has suffered a
material adverse change in its business, operations, financial condition or
prospects or is the subject of material adverse publicity; (6) by Bankers Life
upon a determination that the Fund has suffered a material adverse change in its
business, operations, financial condition or prospects or is the subject of
material adverse publicity; (7) by the Fund or Bankers Life if Bankers Life
receives necessary regulatory approvals to substitute shares of another
investment company as a funding vehicle for the Contracts; (8) by the Fund upon
institution of certain proceedings against Bankers Life; (9) at Bankers Life's
option upon institution of certain administrative proceedings against the Fund
or the Underwriter; (10) by the Fund or Bankers Life upon a determination that
certain irreconcilable conflicts exist; or (11) at the option of the Fund or
Bankers Life, upon the other party's material breach of any provision in the
Participation Agreement.

ROYCE CAPITAL FUND. This agreement provides for termination: (1) at the
option of Bankers Life or the Royce Trust (the "Trust") upon 180 days' notice;
(2) at the option of Bankers Life, if the Trust shares are not reasonably
available to meet the requirements of the Contracts; (3) at the option of
Bankers Life, upon the institution of certain formal proceedings against the
Trust by the SEC, the National Association of Securities Dealers, Inc. ("NASD"),
or any other regulatory body; (4) at the option of the Advisor of the Trust or
the Trust, upon the institution of certain formal proceedings against Bankers
Life by the SEC, the NASD or any other regulatory body; (5) in the event the
Trust's shares are not registered, issued or sold in accordance with applicable
state or federal law, or such law precludes the use of such shares as the
underlying investment medium of Contracts; (6) at the option of the Adviser of
the Trust or the Trust, if the Contracts cease to qualify as annuity contracts
or life insurance contracts, as applicable, under the Code; (7) at the option of
Bankers Life, upon the Trust's unremedied breach of any material provision of
this agreement; (8) at the option of the Adviser of the Trust or the Trust, upon
Bankers Life's unremedied breach of any material provision of this agreement;
(9) at the option of the Adviser of the Trust or the Trust, if the Contracts are
not registered, issued or sold in accordance with applicable federal and/or
state law; (10) in the event this agreement is assigned without the prior
written consent of Bankers Life and the Trust.

SAFECO RESOURCE SERIES TRUST. This agreement shall terminate as to the
sale and issuance of new Contracts: (1) at the option of either Bankers Life or
the SAFECO Trust ("Trust"), upon 180 days' advance written notice to the other;
(2) at the option of Bankers Life, upon ten days' advance written notice to the
Trust if shares of the Portfolios are not available for any reason to meet the
requirements of the Contracts as determined by Bankers Life; (3) at the option
of Bankers Life, upon the institution of certain formal proceedings against the
Trust or Adviser by the SEC, the National Association of Securities Dealers,
Inc. ("NASD"), or any other regulatory body; (4) at the option of the Trust,
upon the institution of certain formal proceedings against Bankers Life or the
principal underwriter for the Contracts by the SEC, the NASD or any other
regulatory body; (5) in the event the Trust's shares are not registered, issued
or sold in accordance with applicable state or federal law, or such law
precludes the use of such shares as

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<PAGE> 68

the underlying investment medium of Contracts; (6) upon the receipt of any
necessary regulatory approvals, or the requisite vote of Contract owners having
an interest in the Portfolios, to substitute for shares of the Portfolios the
shares of another investment company in accordance with the terms of the
applicable Contracts; (7) at the option of the Trust, if the Contracts cease to
qualify as annuity contracts or life insurance contracts, as applicable, under
the Code; (8) at the option of Bankers Life, upon the Trust's unremedied breach
of any material provision of this agreement; (9) at the option of the Trust,
upon Bankers Life's unremedied breach of any material provision of this
agreement; (10) at the option of the Trust, if the Contracts are not registered,
issued or sold in accordance with applicable federal and/or state law; (11) in
the event this agreement is assigned without the prior written consent of
Bankers Life, the Trust or Adviser.

SOGEN VARIABLE FUNDS, INC. This agreement shall continue in full force
and effect until the first to occur of: (1) termination by any party, for any
reason with respect to the Portfolio, by 120 days advance written notice
delivered to the other parties; or (2) termination by Bankers Life by written
notice to the SoGen Fund and its Underwriter based upon Bankers Life's
determination that shares of the Portfolio are not reasonably available to meet
the requirements of the Contracts; or (3) termination by Bankers Life by written
notice to the SoGen Fund and its Underwriter in the event the Portfolio's shares
are not registered, issued or sold in accordance with applicable state and/or
federal law or such law precludes the use of such shares as the underlying
investment media of the Contracts; or (4) termination by the SoGen Fund or its
Underwriter in the event that certain formal administrative proceedings are
instituted against Bankers Life by the NASD, the SEC, the Insurance Commissioner
or like official of any state or any other regulatory body; or (5) termination
by Bankers Life in the event that certain formal administrative proceedings are
instituted against the SoGen Fund or Underwriter by the NASD, the SEC, or any
state securities or insurance department or any other regulatory body; or (6)
termination by Bankers Life by written notice to the SoGen Fund and its
Underwriter in the event that the Portfolio ceases to qualify as a Regulated
Investment Company under Subchapter M or fails to comply with the Section 817(h)
diversification requirements of the Code; or (7) termination by the SoGen Fund
or its Underwriter by written notice to Bankers Life in the event that the
Contracts fail to meet certain qualifications; or (8) termination by either the
SoGen Fund or its Underwriter by written notice to Bankers Life if either one or
both of the SoGen Fund or its Underwriter respectively, shall determine, in
their sole judgment exercised in good faith, that Bankers Life has suffered a
material adverse change in its business, operations, financial condition, or
prospects since the date of the Participation Agreement or is the subject of
material adverse publicity; or (9) termination by Bankers Life by written notice
to the SoGen Fund and its Underwriter, if the Company shall determine, in its
sole judgment exercised in good faith, that the SoGen Fund, its Adviser, or its
Underwriter has suffered a material adverse change in its business, operations,
financial condition or prospects since the date of this agreement or is the
subject of material adverse publicity; or (10) termination by Bankers Life upon
any substitution of the shares of another investment company or series thereof
for shares of the Portfolio in accordance with the terms of the Contracts; or
(11) termination by any party in the event that the SoGen Fund's Board of
Directors determines that a material irreconcilable conflict exists.

- 16 -

<PAGE> 69

T. ROWE PRICE FIXED INCOME SERIES, INC. AND T. ROWE PRICE INTERNATIONAL
SERIES, INC. These agreements provide for termination: (1) on six months'
advance written notice by any party; (2) at Bankers Life's option if shares of
any Portfolio are not reasonably available to meet the requirements of the
Contracts or are not registered, issued or sold in accordance with applicable
state and/or federal law; (3) at Bankers Life's option if any Portfolio ceases
to be qualified as a Regulated Investment Company under Subchapter M of the
Internal Revenue Code (the "Code"); (4) at Bankers Life's option if any
Portfolio fails to meet certain diversification requirements of the Code; (5) at
the option of the Fund or T. Rowe Price Investment Services, Inc. (the
"Underwriter") upon a determination that Bankers Life has suffered a material
adverse change in its business, operations, financial condition or prospects or
is the subject of material adverse publicity; (6) by Bankers Life upon a
determination that either the Fund or the Underwriter has suffered a material
adverse change in its business, operations, financial condition or prospects or
is the subject of material adverse publicity; (7) by the Fund or the Underwriter
if Bankers Life provides written notice of its intent to use another investment
company as a funding vehicle for the Contracts; (8) by the Fund or the
Underwriter upon institution of certain proceedings against Bankers Life; or (9)
at Bankers Life's option upon institution of certain administrative proceedings
against the Fund or the Underwriter.

VAN ECK WORLDWIDE INSURANCE TRUST. This agreement provides for
termination: (1) on six months' advance written notice by any party; (2) at
Bankers Life's option if shares of any Portfolio are not reasonably available to
meet the requirements of the Contracts or are not registered, issued or sold in
accordance with applicable state and/or federal law; (3) at Bankers Life's
option if any Portfolio ceases to be qualified as a Regulated Investment Company
under Subchapter M of the Internal Revenue Code (the "Code"); (4) at Bankers
Life's option if any Portfolio fails to meet certain diversification
requirements of the Code; (5) at the option of the Trust or Van Eck Associates
Corporation (the "Adviser") upon a determination that Bankers Life has suffered
a material adverse change in its business, operations, financial condition or
prospects or is the subject of material adverse publicity; (6) by Bankers Life
upon a determination that either the Trust or the Adviser has suffered a
material adverse change in its business, operations, financial condition or
prospects or is the subject of material adverse publicity; (7) by Bankers Life,
the Adviser or the Trust, upon institution of certain proceedings against the
broker-dealers marketing the Contracts, the Adviser or the Trust; (8) upon a
decision by Bankers Life to substitute the Trust's shares with the shares of
another investment company; or (9) upon assignment of the Agreement.

VOTING RIGHTS

The number of the Owner's votes is determined by dividing the Contract
Value the Owner has in a Variable Account by the net asset value per share of
the Portfolio in which that Variable Account invests. For each Annuitant, the
number of votes attributable to a Variable Account will be determined by
dividing the liability for future variable annuity payments to be paid from that
Variable Account by the net asset value per share of the Portfolio in which that
Variable Account invests. This liability for future payments is calculated on
the basis of the

- 17 -

<PAGE> 70

mortality assumptions. The assumed investment rate the Owner selected is used in
determining the number of annuity units of that Variable Account credited to the
Annuitant's Contract and annuity unit value of that Variable Account on the date
that the number of votes is determined. As variable annuity payments are made to
the Annuitant, the liability for future payments decreases as does the number of
votes.

The number of votes available to the Owner or an Annuitant will be
determined as of the date coincident with the date established by the Fund for
determining shareholders eligible to vote at the relevant meeting of the
Portfolio's shareholders. Voting instructions will be solicited by written
communication prior to such meeting in accordance with procedures established
for the Fund.

SAFEKEEPING OF ACCOUNT ASSETS

The Company holds the title to the assets of the Separate Account. The
assets are kept physically segregated and held separate and apart from the
Company's General Account assets
and from the assets in any other separate account.

Records are maintained of all purchases and redemptions of Portfolio
shares held by each of the Variable Accounts.

The officers and employees of the Company are covered by an insurance
company blanket bond issued by Aetna Casualty & Surety Company of America [IN
THE AMOUNT OF TWENTY MILLION DOLLARS. ] The bond insures against dishonest and
fraudulent acts of officers and
employees.

DISTRIBUTION OF THE CONTRACTS

IL Securities, Inc., P.O. Box 1230, 2960 North Meridian Street,
Indianapolis, Indiana 46208, acts as the distributor for the Contracts. IL
Securities, Inc. is wholly-owned by the Indianapolis Life Group of Companies,
Inc., which, in turn, is wholly-owned by Indianapolis Life Insurance Company. IL
Securities, Inc. is registered with the SEC under the Securities Exchange Act of
1934 as a broker-dealer and is a member of the National Association of
Securities Dealers, Inc.

The Company offers the Contracts to the public on a continuous basis.
The Company does not anticipate discontinuing the offering of the Contracts, but
reserves the right to discontinue the offering. Agents who sell the Contracts
are licensed by applicable state insurance authorities to sell the Contracts and
are registered representatives of IL Securities, Inc. or broker-dealers having
selling agreements with IL Securities, Inc. or broker-dealers having selling
agreements with such broker-dealers.

- 18 -

<PAGE> 71

The Company may pay sales commissions to broker-dealers up to an amount
equal to 7.2% of the Premium Payments paid under a Contract. In addition,
asset-based trailer commissions of up to 1.25% may be paid. The Company may also
pay up to 1.00% of Premium Payments to IL Securities to compensate it for
certain distribution expenses. The broker-dealers are expected to compensate
sales representatives in varying amounts from these commissions. The Company may
also pay other distribution expenses such as production incentive bonuses, an
agent's insurance and pension benefits, and agency expense allowances. These
distribution expenses do not result in any additional charges against the
Contracts other than those described in the prospectus under "Fees and Charges."

LEGAL MATTERS

All matters relating to New York law pertaining to the Contracts,
including the validity of the Contracts and the Company's authority to issue the
Contracts, have been passed upon by Janis B. Funk, Counsel of the Company.
Sutherland, Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain matters relating to the federal securities laws.

EXPERTS

[To be included in filing of pre-effective amendment]

OTHER INFORMATION

A registration statement has been filed with the SEC under the
Securities Act of 1933, as amended, with respect to the Contracts discussed in
this Statement of Additional Information. Not all the information set forth in
the registration statement, amendments and exhibits thereto has been included in
this Statement of Additional Information. Statements contained in this Statement
of Additional Information concerning the content of the Contracts and other
legal instruments are intended to be summaries. For a complete statement of the
terms of these documents, reference should be made to the instruments filed with
the SEC.

FINANCIAL STATEMENTS

- 19 -

<PAGE> 72
PART C

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

All required financial statements are included in Part B of this
Registration Statement.

(b) Exhibits

(1) Certified resolution of the Board of Directors of Bankers Life
Insurance Company of New York (the "Company") authorizing
establishment of Bankers Life Insurance Company of New York
Separate Account I (the "Separate Account"). 1/

(2) Not applicable.

(3) (a) Form of Distribution Agreement among the Company, the
Separate Account and IL Securities, Inc. ("IL
Securities"). 2/

(b) Form of Sales Agreement among the Company, IL
Securities, Inc. and a broker-dealer. 2/

(4) (a) Form of Flexible Premium Deferred Variable Annuity
Contract. 1/

(b) Form of Qualified Plan Endorsement, IRA Endorsement,
Endorsement for Qualified 403(b) Annuity, Unisex
Rider. 1/

(5) Form of Application for Flexible Premium Variable Annuity. 1/

(6) (a) Charter of Bankers Life Insurance Company of New
York. 1/

(b) By-Laws of Bankers Life Insurance Company of New
York. 1/

(7) Not Applicable.

(8) (a) Form of Participation Agreement between Fidelity
Variable Insurance Products Fund and Bankers Life
Insurance Company of New York. 2/

(b) Form of Participation Agreement between Fidelity
Variable Insurance Products Fund II and Bankers Life
Insurance Company of New York. 2/

(c) Form of Participation Agreement between Van Eck
Worldwide Insurance Trust and Bankers Life Insurance
Company of New York. 2/

C-1
<PAGE> 73

(d) Form of Participation Agreement between T. Rowe Price
International Series, Inc. and Bankers Life Insurance
Company of New York. 2/

(e) Form of Participation Agreement between T. Rowe Price
Fixed Income Series, Inc. and Bankers Life Insurance
Company of New York. 2/

(f) Form of Participation Agreement between OCC
Accumulation Trust and Bankers Life Insurance Company
of New York. 2/

(g) Form of Participation Agreement between The Alger
American Fund and Bankers Life Insurance Company of
New York. 2/

(h) Form of Participation Agreement between Royce Capital
Fund and Bankers Life Insurance Company of New
York. 2/

(i) Form of Participation Agreement among SAFECO Resource
Series Trust, SAFECO Asset Management Company, and
Bankers Life Insurance Company of New York. 2/

(j) Form of Participation Agreement among SoGen Variable
Funds, Inc., Societe Generale Securities Corporation,
and Bankers Life Insurance Company of New York. 2/

(k) Form of Services Agreement between USA Administration
Services, Inc. and Bankers Life Insurance Company of
New York. 2/

(9) Opinion and Consent of Janis B. Funk, Esquire.2/

(10) (a) Consent of Sutherland, Asbill & Brennan LLP. 2/
(b) Consent of Ernst & Young LLP. 2/

(11) No financial statements will be omitted from Item 23.

(12) Not applicable.

(13) Performance Data Schedules. 2/

(14) Not applicable.

(15) Powers of Attorney. 1/

- ------------------------
1/ Filed herewith.

2/ To be filed by subsequent amendment.

C-2
<PAGE> 74

ITEM 25. DIRECTORS AND OFFICERS OF BANKERS LIFE INSURANCE COMPANY OF
NEW YORK

<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS* POSITION AND OFFICE WITH DEPOSITOR
- ------------------------------------ ----------------------------------
<S> <C>
Larry R. Prible** Chairman of the Board and Director
Stephen J. Shorrock President, Chief Executive Officer and
Director
Eugene M. Busche** Director
Gregory J. Carney** Director
John J. Fahrenbach** Director
Andrew J. Paine, Jr.*** Director
Garrett P. Ryan** Director
Dr. Gene E. Sease**** Director
Richard A. Steele** Director
George A. Thiel Director
William A. Walsh Director
</TABLE>

<TABLE>
<CAPTION>
Officers
- --------
<S> <C>
Margaret M. McKinney** Secretary
James Kerwin Vice President and Chief Administrative
Officer
Valerie L. Margolin Vice President, Actuarial
Paul K. Mariboe Vice President, Data Processing
Maria Umbach Vice President, Marketing
Jonathan A. Clark Assistant Vice President, Actuarial
Maryann Ellis Assistant Vice President, Special Markets
Rosemarie A. Malhado Assistant Vice President, Quality
Management
Lisa Hartmann Assistant Vice President, Treasurer,
Comptroller and Assistant Secretary
Robert P. Ryder Assistant Vice President, Underwriting
</TABLE>

- -----------

* Unless otherwise indicated, the principal business address of the
directors and officers is 65 Froehlich Farm Boulevard, Woodbury, New York 11797.

** The principal business address of these directors and officers is 2960
North Meridian Street, Indianapolis, Indiana 46208.

*** The principal business address of Mr. Paine is Chairman, NBD Indiana,
Inc., 1 Indiana Square, Indianapolis, Indiana 46266.

**** The principal business address of Mr. Sease is Chairman, Sease, Gerig &
Associates, 101 West Ohio Street, Suite 1800, Indianapolis, Indiana 46204.

C-3
<PAGE> 75

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
DEPOSITOR OR REGISTRANT

<TABLE>
<CAPTION>
Percent of Voting
Name Jurisdiction Securities Owned Principal Business
- ---- ------------ ---------------- ------------------
<S> <C> <C> <C>
Indianapolis Life Indiana Mutual Company Life & Health Insurance
Insurance Company*
("Indianapolis Life")

The Indianapolis Life Group Indiana All voting securities Holding Company
of Companies, Inc. owned by Indianapolis
("The Indianapolis Group") Life

IL Annuity and Insurance Massachusetts All voting securities Annuities
Company* owned by The
Indianapolis Group

IL Securities, Inc.* Indiana All voting securities Broker/Dealer
owned by The
Indianapolis Group

IL Term Insurance Company* Indiana All voting securities Life & Health Insurance
owned by The
Indianapolis Group

Western Security Life* Arizona All voting securities Life & Health Insurance
Insurance Company owned by Indianapolis
Life
</TABLE>

- ----------

* File Separate Financial Statements.

ITEM 27. NUMBER OF CONTRACTOWNERS

None.

ITEM 28. INDEMNIFICATION

The Charter of Bankers Life Insurance Company of New York provides, in
Article IX, as follows:

ARTICLE IX
INDEMNIFICATION

C-4
<PAGE> 76

action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action
by or in the right of the corporation) by reason of
the fact that he is or was a director, officer or
employee of the Company, or who is or was serving at
the request of the Company as a director, officer or
employee of another corporation, partnership, joint
venture, trust or other enterprise or entity, from
and against any and all liability and expenses
(including attorney's fees), judgments, fines and
amount paid in settlement actually and reasonably
incurred by him in connection with such action, suit
or proceeding, if he acted in good faith and in a
manner he reasonably believed to be in, or not
opposed to the best interest of the Company and, with
respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did
not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to
any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

(b) To the extent not prohibited by applicable law, the
Company shall indemnify and hold harmless any person
who was or is a party, or is threatened to be made a
party to any threatened, pending or completed action
or suit by or in the right of the company to procure
a judgment in its favor by reason of the fact that he
is or was a director, officer or employee of the
Company, or who is or was serving at the request of
the Company as a director, officer or employee of
another corporation, partnership, joint venture,
trust or other enterprise or entity, from and against
any expenses (including attorneys' fees), actually
and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he
acted in good faith and in a manner he reasonably
believed to be in, or not opposed to the best
interests of the Company and except that no
indemnification shall be made in respect of any
claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the
Company, unless, and only to the extent that the
court in which such action or suit was brought shall
determine upon application that, despite the
adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as
the court shall deem proper.

(c) To the extent that a director, officer or employee of
the Company or any person who is or was serving at
the request of the Company as a director,

C-5
<PAGE> 77

officer or employee of another corporation,
partnership, joint venture, trust or other enterprise
or entity, has been successful, on the merits or
otherwise, in the defense of any action, suit or
proceeding referred to in paragraphs (a) and (b), or
in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including
attorney's fees) actually and reasonably incurred by
him in connection therewith.

9.02 Determination of Right to Indemnification. Any indemnification
under paragraphs (a) and (b) of Section 9.01 (unless ordered
by a court) shall be made by the Company only as authorized in
the specific case, upon a determination that indemnification
of the director, officer or employee is proper in the
circumstances because he has met the applicable standard of
conduct set forth in such paragraphs (a) and (b). Such
determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such
quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal
counsel in written opinion, or (3) by the stockholders.

9.03 Advances. To the extent not prohibited by applicable law,
expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding, as
authorized by the Board of Directors in the specific case,
upon receipt of an undertaking by or on behalf of the
director, officer or employee who is or was serving at the
request of the Company as a director, officer or employee of
another corporation, partnership, joint venture, trust or
other enterprise or entity, to repay such amount, unless it
shall ultimately be determined that he is entitled to be
indemnified by the Company as authorized in this Article of
these Bylaws.

9.04 Exclusivity. The indemnification provided by this Article
shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any
agreement, resolution, vote of stockholders or disinterested
directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased
to be a director, officer or employee, or person who was
serving at the request of the Company as a director, officer
or employee of another corporation, partnership, joint
venture, trust or other enterprise or entity, and shall enure
to the benefit of the heirs, executors and administrators of
such a person.

C-6
<PAGE> 78

capacity, or arising out of his status as such, whether or not
the Company would have the power to indemnify him against such
liability under the provisions of this Article of these Bylaws
or otherwise.

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 29. PRINCIPAL UNDERWRITER

(a) IL Securities, Inc. is the registrant's principal underwriter.

(b) Officers and Directors of IL Securities, Inc. and their addresses, are
as follows:

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* With the Underwriter with Registrant
- ----------------- -------------------- ---------------
<S> <C> <C>
Larry R. Prible Chairman of the Board Chairman of the Board and Director
Gregory J. Carney President, Chief Executive Director
Officer and Director
Lisa Foxworthy-Parker Secretary and Director Secretary
William L. Boyd Director None
John J. Fahrenbach Director Director
Garrett P. Ryan Director Director
Joe C. Lowe Vice-President None
Gene E. Trueblood Treasurer None
</TABLE>

- ------------

* All of the persons listed above have as their principal business address: P.O.
Box 1230, 2960 North Meridian Street, Indianapolis, Indiana 46208.

C-7
<PAGE> 79

(c)

<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Name of Net Underwriting
<S> <C> <C> <C> <C>
Principal Discounts and Compensation on Brokerage
Underwriter Commissions Redemption Commissions Compensation
- ----------- ----------- ---------- ----------- ------------
</TABLE>

Not applicable.

Commissions are paid by the Company directly to agents who are registered
representatives of the principal underwriter, or to broker-dealers that have
entered into a selling agreement with the principal underwriter, or broker
dealers having selling agreements with such broker-dealers with respect to the
sales of the Contracts.

ITEM 30. LOCATION OF BOOKS AND RECORDS

All of the accounts, books, records or other documents required to be
kept by Section 31(a) of the Investment Company Act of 1940 and rules
thereunder, are maintained by Bankers Life Insurance Company of New York at its
home office and at the offices of USA Administration Services, Inc., P.O. Box
29105, Overland Park, KS 66201.

ITEM 31. MANAGEMENT SERVICES

All management contracts are discussed in Part A or Part B of this
registration statement.

ITEM 32. UNDERTAKINGS AND REPRESENTATIONS

(a) The registrant undertakes that it will file a post-effective
amendment to this registration statement as frequently as is
necessary to ensure that the audited financial statements in
the registration statement are never more than 16 months old
for as long as purchase payments under the contracts offered
herein are being accepted.

(b) The registrant undertakes that it will include either (1) as
part of any application to purchase a contract offered by the
prospectus, a space that an applicant can check to request a
statement of additional information, or (2) a post card or
similar written communication affixed to or included in the
prospectus that the applicant can remove and send to Bankers
Life Insurance Company of New York for a statement of
additional information.

(c) The registrant undertakes to deliver any statement of
additional information and any financial statements required
to be made available under this Form N-4 promptly upon written
or oral request to the Company at the address or phone number
listed in the prospectus.

C-8
<PAGE> 80

(d) The Company represents that in connection with its offering of
the contracts as funding vehicles for retirement plans meeting
the requirements of Section 403(b) of the Internal Revenue
Code of 1986, it is relying on a no-action letter dated
November 28, 1988, to the American Council of Life Insurance
(Ref. No. IP-6-88) regarding Sections 22(e), 27(c)(1), and
27(d) of the Investment Company Act of 1940, and that
paragraphs numbered (1) through (4) of that letter will be
complied with.

(e) The Company hereby represents that the fees and charges
deducted under the Contracts, in the aggregate, are reasonable
in relation to the services rendered, the expenses expected to
be incurred, and the risks assumed by the Company.

C-9
<PAGE> 81

As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant, Bankers Life Insurance Company of New York Separate
Account I, has caused this registration statement to be signed on its behalf, in
the County of Nassau, and the State of New York, on this 12th day of February,
1998.

BANKERS LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT I (Registrant)

Attest: /s/ Margaret M. McKinney By: /s/ Stephen J. Shorrock
------------------------ -----------------------
Stephen J. Shorrock
President

By: BANKERS LIFE INSURANCE COMPANY
OF NEW YORK (Depositor)

Attest: /s/ Margaret M. McKinney By: /s/ Stephen J. Shorrock

Stephen J. Shorrock
President

As required by the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the duties
indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Larry R. Prible Chairman of the Board February 12, 1998
- ------------------- and Director
Larry R. Prible

/s/ Stephen J. Shorrock President, Chief Executive February 18, 1998
- ----------------------- Officer and Director
Stephen J. Shorrock

/s/ Lisa Hartmann Assistant Vice President, Treasurer, February 18, 1998
- ----------------- Comptroller and Assistant
Lisa Hartmann Secretary (Chief Financial
Officer and Chief Accounting
Officer)
</TABLE>

C-10
<PAGE> 82

<TABLE>
<S> <C> <C>
/s/ Eugene M. Busche Director February 12, 1998
- --------------------
Eugene M. Busche

/s/ Gregory J. Carney Director February 12, 1998
- ---------------------
Gregory J. Carney

Director
- ------------------
John J. Fahrenbach

/s/ Andrew J. Paine Director February 12, 1998
- -------------------
Andrew J. Paine, Jr.

/s/ Garrett P. Ryan Director February 12, 1998
- -------------------
Garrett P. Ryan

/s/ Gene E. Sease Director March 5, 1998
- -----------------
Dr. Gene E. Sease

/s/ Richard A. Steele Director February 12, 1998
- ---------------------
Richard A. Steele

/s/ George A. Thiel Director March 5, 1998
- -------------------
George A. Thiel

/s/ William A. Walsh Director March 8, 1998
- --------------------
William A. Walsh
</TABLE>

C-11
<PAGE> 83

EXHIBIT INDEX

(1) Certified Resolution of the Board of Directors of Bankers Life
Insurance Company of New York authorizing establishment of
Bankers Life Insurance Company of New York Separate Account 1

(4) (a) Form of Flexible Premium Deferred Variable Annuity
Contract

(b) Form of Qualified Plan Endorsement, IRA Endorsement,
Endorsement for Qualified 403(b) Annuity, Unisex
Rider

(5) Form of Application for Flexible Premium Variable Annuity

(6) (a) Charter of Bankers Life Insurance Company of New York

(b) By-Laws of Bankers Life Insurance Company of New York

(15) Powers of Attorney

<PAGE> 1
EXHIBIT 1

I, Margaret M. McKinney, Secretary of Bankers Life Insurance
Company of New York, do hereby certify that the attached is a true copy of a
resolution adopted by the Board of Directors by Written Consent on September 20,
1995.

Witness my hand and the seal of said Corporation on this 23rd day
of March, 1998.

/s/ Margaret M. McKinney
------------------------
Margaret M. McKinney
Secretary

<PAGE> 2

SEPARATE ACCOUNT I RESOLUTION

BE IT RESOLVED, by the Board of Directors of Bankers Life Insurance Company of
New York, that the Company, hereby establishes a separate account designated,
"SEPARATE ACCOUNT I" for the following use and purposes, and subject to such
conditions as hereinafter set forth; and

FURTHER RESOLVED, that SEPARATE ACCOUNT I shall be established for the purpose
of providing for the issuance by the Company of such variable annuities or such
other variable contracts ("Contracts") as the President may designate for such
purpose. SEPARATE ACCOUNT I shall constitute a separate account into which are
allocated amounts paid to or held by the Company under such Contracts; and

FURTHER RESOLVED, that the income, gains and losses, whether or not realized,
from assets allocated to SEPARATE ACCOUNT I shall, in accordance with the
Contracts, be credited to or charged against such account without regard to
other income, gains, or losses of any other separate account or of the Company;
and

FURTHER RESOLVED, that the portion of the assets of SEPARATE ACCOUNT I equal to
the reserves and other contract liabilities with respect to SEPARATE ACCOUNT I
shall not be chargeable with liabilities arising out of any other business the
Company may conduct; and

FURTHER RESOLVED, that the fundamental investment policy of SEPARATE ACCOUNT I
shall be to invest or reinvest the assets of SEPARATE ACCOUNT I in securities
issued by investment companies registered under the Investment Company Act of
1940; and

FURTHER RESOLVED, that fourteen investment divisions be, and hereby are
established within SEPARATE ACCOUNT I to which net premiums under the Contracts
will be allocated in accordance with instructions received from contract
holders, and that the President be, and hereby is, authorized to increase or
decrease the number of investment divisions in SEPARATE ACCOUNT I as he deems
necessary or appropriate; and

FURTHER RESOLVED, that the Board of Directors expressly reserves the right to
add, combine, or remove any investment divisions of SEPARATE ACCOUNT I as it may
hereafter deem necessary or appropriate; and

FURTHER RESOLVED, that each such investment division shall invest only in the
shares of a single mutual fund or a single mutual fund portfolio of an
investment company organized as a series fund pursuant to Rule 18f-2 of the
Investment Company Act of 1940; and

FURTHER RESOLVED, that the income, gains and losses, whether or not realized,
from assets allocated to each investment division of SEPARATE ACCOUNT I shall,
in accordance with the Contracts, be credited to or charged against such
investment division of SEPARATE ACCOUNT I without regard to other income, gains
or losses of any other investment division of SEPARATE ACCOUNT I; and

<PAGE> 3

FURTHER RESOLVED, that the President and the Treasurer be, and they hereby are,
authorized to deposit an amount or amounts not exceeding $500,000 in the
aggregate in SEPARATE ACCOUNT I as may be necessary or appropriate to facilitate
the commencement of the Account's operations; and

FURTHER RESOLVED, that the President and the Treasurer be, and they hereby are,
authorized to transfer funds from time to time between the Company's General
Account and SEPARATE ACCOUNT I as deemed necessary or appropriate and consistent
with the terms of the Contracts; and

FURTHER RESOLVED, that the President of the Company be, and is hereby,
authorized to change the designation of SEPARATE ACCOUNT I to such other
designation as he may deem necessary or appropriate; and

FURTHER RESOLVED, that the appropriate officers of the Company, with such
assistance from the Company's auditors, legal counsel and independent
consultants or others as they may require, be, and they hereby are, authorized
and directed to take all action necessary to: (a) register SEPARATE ACCOUNT I as
a unit investment trust under the Investment Company Act of 1940, as amended,
and to change the classification under which SEPARATE ACCOUNT I is registered or
to de-register SEPARATE ACCOUNT I as they deem necessary or appropriate; (b)
register the Contracts in such amounts, which may be an indefinite amount, as
the Officers of the Company shall from time to time deem appropriate under the
Securities Act of 1933; and (c) take all other actions which are necessary in
connection with the offering of said Contracts for sale and the operation of
SEPARATE ACCOUNT I in order to comply with the Investment Company Act of 1940,
the Securities Exchange Act of 1934, the Securities Act of 1933, and other
applicable federal laws, including the filing of any amendments to registration
statement, any undertakings, and any applications for exemptions from the
Investment Company Act of 1940 or other applicable federal laws as the Officers
of the Company shall deem necessary or appropriate; and

FURTHER RESOLVED, that the President, the Secretary and the Chief Administrative
Officer and each of them with full power to act without the others, hereby are
severally authorized and empowered to prepare, execute and cause to be filed
with the Securities and Exchange Commission on behalf of SEPARATE ACCOUNT I ,
and by the Company as sponsor and depositor, forms of Notification of
Registration and Registration Statements under the Securities Act of 1933
registering the Contracts, and under the Investment Company Act of 1940
registering SEPARATE ACCOUNT I, and any exemptive application, and any and all
amendments to the foregoing on behalf of SEPARATE ACCOUNT I and the Company and
on behalf of and as attorneys for the principal executive officer and/or the
principal financial officer and/or the principal accounting officer and/or any
other officer of the Company; and

FURTHER RESOLVED, that Margaret M. McKinney and Stephen E. Roth are hereby
appointed as agents for service under any such registration statement duly
authorized to receive communications and notices from the Securities and
Exchange Commission with respect thereto; and

<PAGE> 4

FURTHER RESOLVED, that the appropriate Officers of the Company be, and they
hereby are, authorized on behalf of SEPARATE ACCOUNT I and on behalf of the
Company to take any and all action that they may deem necessary or advisable in
order to sell the Contracts, including any registrations, filings and
qualifications of the Company, its officers, agents and employees, and the
Contracts under the insurance and securities laws of any of the states of the
United States of America or other jurisdictions, and in connection therewith to
prepare, execute, deliver and file all such applications, reports, covenants,
resolutions, applications for exemptions, consents to service of process and
other papers and instruments as may be required under such laws, and to take any
and all further action which said officers or counsel of the Company may deem
necessary or desirable (including entering into whatever agreements and
contracts may be necessary) in order to maintain such registrations or
qualifications for as long as said officers or counsel deem it to be in the best
interests of SEPARATE ACCOUNT I and the Company; and

FURTHER RESOLVED, that the President, and the Secretary of the Company be, and
they hereby are, authorized in the names and on behalf of SEPARATE ACCOUNT I and
the Company to execute and file irrevocable written consents on the part of
SEPARATE ACCOUNT I and of the Company to be used in such states wherein such
consents to service of process may be requisite under the insurance or
securities laws therein in connection with said registration or qualification of
Contracts and to appoint the appropriate state official, or such other person as
may be allowed by said insurance or securities laws, agent of SEPARATE ACCOUNT I
and of the Company for the purpose of receiving and accepting process; and

FURTHER RESOLVED, that the President of the Company may, to the extent deemed
necessary or appropriate, institute procedures for providing voting rights for
owners of such Contracts with respect to securities owned by SEPARATE ACCOUNT I,
and

FURTHER RESOLVED, that the President of the Company is hereby authorized to
execute such agreement or agreements as deemed necessary and appropriate (i)
with a qualified entity which will be appointed principal underwriter and
distributor for the Contracts and (ii) with one or more qualified banks or other
qualified entities to provide administrative and/or custodial services in
connection with the establishment and maintenance of SEPARATE ACCOUNT I and the
design, issuance, and administration of the Contracts; and

FURTHER RESOLVED, that, since it is expected that SEPARATE ACCOUNT I will invest
in the securities issued by one or more investment companies, the appropriate
officers of the Company are hereby authorized to execute whatever agreement or
agreements as may be necessary or appropriate to enable such investments to be
made; and

FURTHER RESOLVED, that the appropriate officers of the Company, are hereby
authorized to execute and deliver all such documents and papers and to do or
cause to be done all such acts and things as he may deem necessary or desirable
to carry out the foregoing resolutions and the intent and purposes thereof.

This resolution is effective September 20, 1995 and supersedes any previous
resolutions in conflict herewith.

<PAGE> 1
EXHIBIT 4(a)

BANKERS LIFE INSURANCE A Member of the
COMPANY OF NEW YORK Indianapolis Life
Group of Companies

65 Froehlich Farm Boulevard C Woodbury, New York 11797

THE VISIONARY CHOICE VARIABLE ANNUITY

READ YOUR CONTRACT CAREFULLY

RIGHT TO EXAMINE YOUR CONTRACT. You may cancel and return this Contract to Us
for any reason within 10 days after You receive it (20 days if this Contract is
replacing another annuity contract or insurance policy). You may return the
Contract by mailing it to Us at the address of the Service Center shown on page
4. Your Written Request for cancellation must accompany the Contract. If the
Contract and the Written Request for cancellation are properly addressed to the
Service Center with postage prepaid and if they are postmarked within the
10-day free look period, We will refund to You an amount equal to the sum of:
(i) the difference between the Premium Payments paid and the amounts allocated
to the Variable Accounts and the Fixed Account under the Contract; and (ii) the
Contract Value as of the date the Contract and the Written Request for
cancellation are properly mailed and postmarked. The Contract Owner bears the
investment risk for Premium Payments allocated to the Variable Account from the
beginning of the Free-Look Period until the date the Contract Owner properly
mails the Contract and Written Request for cancellation to Us.

THIS CONTRACT allows You to choose one of two Withdrawal Charge options at the
time You complete Your application. And, if Your initial Premium Payment is
$100,000 or more, You may choose one of two free withdrawal options on Your
application. ONCE YOU CHOOSE YOUR OPTION, YOU MAY NOT CHANGE IT.

THIS CONTRACT is a legal contract between the Owner and the Bankers Life
Insurance Company of New York. WE AGREE to provide the benefits and rights set
out on this page and the pages that follow which are part of the Contract.
They are provided as consideration for the application and the payment of
premium for the Contract.

THIS CONTRACT, the attached application, and any amendments, riders or
endorsements make up the entire contract. The Contract does not take effect
until We have received the initial Premium Payment.

ACCOUNT VALUES AND ANNUITY PAYMENTS TO YOU, WHEN BASED ON INVESTMENT RESULTS OF
THE SEPARATE ACCOUNT, ARE VARIABLE AND MAY INCREASE OR DECREASE IN DOLLAR
AMOUNT. In order to avoid a decrease in variable annuity payments, the
separate account must achieve an annualized investment return (after deduction
of mortality and expense risk charges and administrative charge) at least
equal to the assumed interest rate.

VCA-97 BL
<PAGE> 2

The value of Your account will be decreased by certain charges and deductions.
These charges and deductions include a quarterly contract fee, an
administrative expense charge, and a mortality and expense risk charge. The
charges and deductions which may affect the value of Your account are listed in
section 2.

Signed for Us on the Date of Issue at the Home Office of the Company at 65
Froehlich Farm Boulevard, Woodbury, New York 11797.

<TABLE>
<S> <C> <C>
/s/ Margaret M. McKinney /s/ Stephen J. Shorrock
------------------------ ------------------------
Secretary President
</TABLE>

FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT
NON-PARTICIPATING
FLEXIBLE PREMIUM
INCOME PAYABLE AT MATURITY
DEATH BENEFIT PAYABLE IN THE EVENT OF THE ANNUITANT'S DEATH PRIOR TO MATURITY

- 2 -
<PAGE> 3

SECTION 1 - GUIDE TO CONTRACT PROVISIONS

<TABLE>
<CAPTION>
SECTION PAGE
<S> <C>
1 GUIDE TO CONTRACT PROVISIONS
2 CONTRACT SPECIFICATIONS
3 DEFINITIONS
4 PREMIUM PAYMENTS
5 CONTRACT VALUE
6 SEPARATE ACCOUNT PROVISIONS
7 WITHDRAWAL PROVISIONS
8 OWNERSHIP PROVISIONS
9 DEATH BENEFITS PROVISIONS
10 PAYOUT PLAN PROVISIONS
11 GENERAL PROVISIONS
12 TABLES
</TABLE>

The Application and Any Additional Forms Will Follow Section 12

- 3 -
<PAGE> 4

SECTION 2 - SPECIFICATIONS

<TABLE>
<S> <C> <C> <C>
CONTRACT NUMBER [VA00001] [William P. Ryker] ANNUITANT

DATE OF ISSUE [May 31, 1997] [June 1, 2020] COMMENCEMENT DATE

AGE AT ISSUE [40]
</TABLE>

<TABLE>
<S> <C>
INITIAL PREMIUM
PAYMENT: [$10,000]
PREMIUM PAYMENTS MAY BE CONTINUED TO THE
ANNUITY START DATE

CONTRACT FEE $7.50 PER CONTRACT QUARTER

MORTALITY AND 1.25% PER ANNUM OF THE AVERAGE DAILY VARIABLE ACCOUNT VALUE
EXPENSE RISK CHARGE

ADMINISTRATIVE .15% PER ANNUM OF THE AVERAGE DAILY VARIABLE ACCOUNT VALUE
CHARGE

VARIABLE ACCOUNT FIRST 12 REQUESTS PER CONTRACT YEAR - $0
TRANSFER FEE 13 OR MORE PER CONTRACT YEAR - $25.00 EACH TRANSFER

FIXED ACCOUNT MINIMUM INTEREST RATE 3.0%

WITHDRAWAL CHARGE [LIST OPTION]
IF YOU WITHDRAW ALL OR PART OF THE
CONTRACT VALUE, WITHDRAWAL CHARGES MAY APPLY. SEE PAGE __.

FREE WITHDRAWAL [APPLIES ONLY IF INITIAL PREMIUM PAYMENT IS $100,000
OPTION OR MORE]
[LIST 50% CUMULATIVE OR EARNINGS OPTION]

SERVICE CENTER BANKERS LIFE INSURANCE COMPANY OF NEW YORK
SERVICE CENTER
P. O. BOX 29105
OVERLAND PARK, KS 66201
</TABLE>

- 4 -
<PAGE> 5

<TABLE>
<S> <C>
PREMIUM ALLOCATIONS THE INITIAL PREMIUM PAYMENT WILL BE ALLOCATED
AS SPECIFIED IN YOUR APPLICATION. THE SAME
ALLOCATIONS WILL BE MADE FOR EACH SUBSEQUENT
PAYMENT UNLESS YOU CHANGE THE ALLOCATIONS BY
WRITTEN REQUEST OR, AT THE TIME OF A PREMIUM
PAYMENT, YOU INSTRUCT US TO ALLOCATE THAT
PAYMENT DIFFERENTLY.

SEPARATE ACCOUNT BANKERS LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT I

VARIABLE ACCOUNT OPTIONS PORTFOLIO FUND IN WHICH VARIABLE ACCOUNT INVESTS:
- ------------------------ -------------------------------------------------
ASSET MANAGER FIDELITY ASSET MANAGER PORTFOLIO
CONTRAFUND FIDELITY CONTRAFUND PORTFOLIO
EQUITY INCOME FIDELITY EQUITY INCOME PORTFOLIO
GROWTH FIDELITY GROWTH PORTFOLIO
INDEX 500 FIDELITY INDEX 500 PORTFOLIO
INTERNATIONAL STOCK T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO
INVESTMENT GRADE BOND FIDELITY INVESTMENT GRADE BOND PORTFOLIO
LIMITED TERM BOND T. ROWE PRICE LIMITED TERM BOND PORTFOLIO
MANAGED OCC ACCUMULATION TRUST MANAGED PORTFOLIO
MICRO-CAP ROYCE MICRO-CAP PORTFOLIO
MIDCAP GROWTH ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
MONEY MARKET FIDELITY MONEY MARKET PORTFOLIO
OVERSEAS SOGEN OVERSEAS VARIABLE PORTFOLIO
SAFECO EQUITY SAFECO EQUITY PORTFOLIO
SAFECO GROWTH SAFECO GROWTH PORTFOLIO
SMALL CAPITALIZATION ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
SMALL CAP OCC ACCUMULATION TRUST SMALL CAP PORTFOLIO
WORLDWIDE HARD ASSETS VAN ECK WORLDWIDE HARD ASSETS PORTFOLIO
</TABLE>

- 5 -
<PAGE> 6

SECTION 3 - DEFINITIONS

ACCOUNT - Any of the Variable Accounts or the Fixed Account.

ACCUMULATION UNIT - An accounting measure We use to calculate the value of a
Variable Account before annuity payments begin.

AGE - Age on last birthday unless otherwise specified.

ANNUITANT - You are the Annuitant, unless You state otherwise in Your
application. The Annuitant is the person or persons whose life (or lives)
determines the dollar amount of the annuity payments that will be paid under
the Contract. If the Annuitant dies before the Annuity Start Date, We will pay
a death benefit. The maximum number of joint Annuitants is two. Provisions
referring to the death of an Annuitant mean the death of the last surviving
Annuitant. The Annuitant named in the application may not be changed.

ANNUITY START DATE - The date when the Annuitant will begin to receive annuity
payments. (You are the Annuitant, unless You tell Us otherwise at the time of
Your application.) If You own a Non-Qualified Contract, We will ask You to
select an Annuity Start Date. If You do not select a date, the Annuity Start
Date is the either the Annuitant's age 70 or 10 years after the Date of Issue,
whichever is later. In no event, if you own a Non-Qualified Contract, will the
Annuity Start Date be later than the Annuitant's age 90. If You own a Qualified
Contract, the Annuity Start Date is fixed at the Annuitant's age 702.

ANNUITY UNIT - An accounting unit of measure We use to calculate the amount of
annuity payments under a variable annuity option.

BENEFICIARY - The person(s) You name to receive the death benefit if the Owner
or Annuitant dies before the Annuity Start Date.

BUSINESS DAY - Each day on which the New York Stock Exchange is open for
business, except for the holidays listed in the prospectus under "Holidays" and
except for any day on which the Portfolio in which a Variable Account invests
does not value its shares.

CONTRACT FEE - During the Pay-in Period, We will deduct this charge from Your
Contract Value at the end of each contract quarter and on the date You fully
withdraw all value from the Contract. We use the Contract Fee to cover Our
cost of providing certain administrative services related to the Contracts and
the Separate Account.

CONTRACT PERIODS AND ANNIVERSARIES - Contract Years, contract months and
contract quarters are measured from the Date of Issue. Each contract month
begins on the same day in each calendar month as the Date of Issue. If the end
of a premium period or a Contract Year is indicated by an age, it ends on the
Contract Anniversary immediately following the birthday on which the Annuitant
reaches that age.

- 6 -
<PAGE> 7

CONTRACT VALUE - The total amount You have accumulated under the Contract. It
is the sum of the Separate Account Value and the Fixed Account Value.

CONTRACT YEAR - A twelve-month period beginning on the Date of Issue or on a
Contract Anniversary. The first Contract Year begins on the Date of Issue.

DATE OF ISSUE - The date (shown in Section 2 - Contract Specifications) on
which We issue the Contract. It is the date on which the first Contract Year
begins.

DEATH BENEFIT - The Death Benefit will equal the greater of: (a) the Contract
Value as of the date We receive due proof of the deceased's death and payment
instructions; or (b) the highest Contract Value on any Death Benefit
Anniversary preceding the date the death benefit is determined, plus any
Premium Payments and minus any withdrawals and charges incurred between such
Death Benefit Anniversary and the date the death benefit is determined.

DEATH BENEFIT ANNIVERSARY - Every third Contract Anniversary beginning on the
Date of Issue.

DOLLAR COST AVERAGING - Owner-initiated systematic transfers from one or more
Variable Accounts to any other available Variable Account.

FIXED ACCOUNT - You may allocate all or a portion of the Contract Value to the
Fixed Account. The assets supporting the Fixed Account are held in the
Company's General Account.

FIXED ACCOUNT CURRENT RATE - The applicable interest rate contained in a
schedule of rates established by the Company from time to time.

FIXED ACCOUNT VALUE - The value of the Contract in the Fixed Account prior to
the Annuity Start Date.

FREE WITHDRAWAL AMOUNT - The amount of Contract Value that can be withdrawn in
any Contract Year after the first Contract Year without a Withdrawal Charge.

FUND - Each of (i) The Alger American Fund; (ii) Fidelity VIP Fund; (iii)
Fidelity VIP Fund II; (iv) OCC Accumulation Trust; (v) Royce Capital Fund; (vi)
SAFECO Resource Series Trust; (vii) SoGen Variable Funds, Inc.; (viii) T. Rowe
Price Fixed Income Series, Inc.; (ix) T. Rowe Price International Series, Inc.;
and (x) Van Eck Worldwide Insurance Trust. Each Variable Account invests in a
separate investment portfolio ("Portfolio") of a Fund. Each Fund is either an
open-end management investment company or a unit investment trust.

GENERAL ACCOUNT - All assets of the Company other than those allocated to
separate accounts.

NET PREMIUM PAYMENT - The Premium Payment minus any applicable premium tax.

OWNER ("YOU") - The person(s) who own(s) the Contract. "JOINT OWNERS" are two
natural persons who own the Contract equally with the right of survivorship.

- 7 -
<PAGE> 8

PAYEE - The person(s) who receive annuity payments. The "SUCCESSOR PAYEE"
receives any guaranteed annuity payments after the death of the Payee.

PAY-IN PERIOD - The period of time that begins when Your Contract is issued and
continues until the date You begin to receive annuity payments on the Annuity
Start Date. The Pay-in Period will also end if You fully withdraw Your
Contract before the Annuity Start Date.

PAYOUT PLAN - An arrangement under which annuity payments are made under this
Contract.

PORTFOLIO - The separate investment portfolios of the Funds. The Portfolios
currently offered through the Contract are listed on page 3A of this Contract.

PREMIUM PAYMENT YEAR - The twelve-month period beginning on the date We receive
any Premium Payment. It is used to calculate the Withdrawal Charge if You
choose the Date of Premium Payment Withdrawal Charge Option.

PREMIUM TAX - The amount of tax, if any, charged by a federal, state or
municipal entity on Premium Payments or Contract Values.

QUALIFIED CONTRACT - A Contract that is issued in connection with retirement
plans that qualify for special federal income tax treatment under Sections 401,
403(b), or 408 of the Internal Revenue Code.

SEC - The U.S. Securities and Exchange Commission.

SEPARATE ACCOUNT -Bankers Life Insurance Company of New York Separate Account
1. It is not part of Our General Account. The Separate Account is divided
into Variable Accounts, each of which invests solely in shares of a Portfolio
of a Fund.

SEPARATE ACCOUNT VALUE - The value of the Contract in the Separate Account
prior to the Annuity Start Date.

SERVICE CENTER - The office which provides service for the Contract. The
mailing address is P. O. Box 29105, Overland Park, KS 66201. If the address
changes We will notify You.

SURRENDER VALUE - The Contract Value MINUS (1) any applicable Withdrawal
Charges; MINUS (2) any premium taxes not previously deducted; and MINUS (3) the
Contract Fee.

VARIABLE ACCOUNT - A subdivision of the Separate Account. A Variable Account
invests solely in the shares of a designated Portfolio of a Fund. WE, US, OUR
AND COMPANY - Bankers Life Insurance Company of New York.

WRITTEN REQUEST - A Written Request or Notice in a form satisfactory to the
Company which is signed by the Owner and received at the Service Center.

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<PAGE> 9

YOU, YOUR - The Owner or Joint Owners.

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<PAGE> 10

SECTION 4 - PREMIUM PAYMENTS

PREMIUM PAYMENTS

The initial Premium Payment is payable on or before delivery of this Contract.
Any Premium Payments after the initial Premium Payment are payable at Our
Service Center. All Premium Payments are payable in U.S. Dollars. The initial
Premium Payment is shown on Page 4. The minimum Premium Payment is $1,000. We
retain the right not to accept additional Premium Payments in any one year
which exceed two times the initial Premium Payment and not to accept total
Premium Payments in excess of $250,000.

You may continue Premium Payments until the earliest of:

(a) the Annuity Start Date;
(b) full withdrawal of Contract Value; or
(c) the date You reach age 85 (age 702 if this is
a Qualified Contract).

ALLOCATION OF PREMIUM PAYMENTS

This Contract allows You to allocate Net Premium Payments to any Variable
Account of the Separate Account and the Fixed Account subject to any minimum
allocation amounts established by the Company. The initial Premium Payment will
be allocated as specified in Your application. The same allocations will be
made for each subsequent payment unless You change the allocations by Written
Request or, at the time of a Premium Payment, You instruct Us to allocate that
payment differently.

SECTION 5 - CONTRACT VALUE

CONTRACT VALUE

The Contract Value at any time is the sum of the Fixed Account Value and the
Separate Account Value.

Unless You indicate otherwise, amounts withdrawn from the Contract Value by You
and charges described in this Contract will be deducted from the Fixed Account
and the Variable Accounts based on the proportion that the values of the Fixed
Account and the Variable Accounts bear to the Contract Value.

All values and benefits are equal to or more than those required by law. The
official responsible for supervising insurance in the state where the Contract
is delivered has a detailed summary of the method We use to determine values.

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<PAGE> 11

FIXED ACCOUNT VALUE

The Fixed Account Value is equal to:

(1) the Net Premium Payments allocated to the Fixed Account, PLUS
(2) amounts transferred to the Fixed Account, PLUS
(3) interest credited to the Fixed Account, MINUS
(4) any partial withdrawals or transfers from the Fixed
Account, MINUS
(5) any Withdrawal Charges, Contract Fees or premium taxes
deducted from the Fixed Account.

The Company will credit interest to the Fixed Account. The minimum Fixed
Account interest rate is the rate shown on Page 4, compounded annually. The
Company, at its discretion, may credit interest rates greater than the minimum
Fixed Account interest rate.

SEPARATE ACCOUNT VALUE

The Separate Account Value is equal to the sum of the values in all the
Variable Accounts of the Separate Account, each of which is, prior to the
Annuity Start Date, equal to:

(1) Net Premium Payments allocated to that Variable Account, PLUS
(2) any amount transferred to that Variable Account, PLUS
(3) any investment income, dividends, capital gains, realized or
unrealized, in that Variable Account, MINUS
(4) any partial withdrawals or transfers of amounts from that
Variable Account (including any applicable transfer
charges), MINUS
(5) any Withdrawal Charges, Contract Fees, or other charges or
premium taxes deducted from that Variable Account, MINUS
(6) realized or unrealized net capital losses in that Variable
Account.

CONTRACT FEE

We charge a fee for establishing and maintaining Our records for this Contract.
The charge is $7.50 per quarter and is deducted from the Contract Value at the
end of each three-month period measured from the Date of Issue or, if earlier,
on the date of a full withdrawal. This charge does not apply after a Payout
Plan has begun.

PREMIUM TAX CHARGES

A charge will be made by Us against the Contract Value of this Contract at the
time any premium taxes not previously deducted are payable. Currently, New
York has no premium tax or retaliatory premium tax. If New York imposes these
taxes in the future, or if the Owner is or becomes a resident of a state where
such taxes apply, the Company will deduct the applicable premium taxes.

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<PAGE> 12

TRANSFERS OF CONTRACT VALUES

While this Contract is in force prior to the Annuity Start Date, You may
transfer, by Written Request, Contract Values from one or more of the Variable
Accounts to another one or more of the Variable Accounts or to the Fixed
Account. You may make 12 such transfer requests per Contract Year without
charge. A charge of $25.00 will be imposed for each transfer request in excess
of 12. The transfer fee, if any, will be deducted from the Variable Account(s)
from which the transfer is made. If a transfer is made from more than one
Variable Account at the same time, the transfer fee will be deducted pro-rata
from the remaining Separate Account Values in such Variable Accounts. We
reserve the right to waive the transfer fee.

While this Contract is in force prior to the Annuity Start Date, You may
transfer up to 20% of the Fixed Account Value (as determined at the beginning
of the Contract Year) from the Fixed Account to one or more of the Variable
Accounts in any Contract Year. There is no charge for transfers from the Fixed
Account to one or more of the Variable Accounts. Amounts transferred under the
Interest Sweep provision are included in the maximum amount which can be
transferred from the Fixed Account in any Contract Year.

After annuity payments have begun, You may exchange annuity units from one or
more of the Variable Accounts for annuity units of one or more of the Variable
Accounts once each Contract Year. There is no charge for this exchange.

The transfer privileges may be suspended or modified by Us at any time.

Amounts deducted from the Fixed Account for charges, withdrawals and transfers
to the Variable Accounts, for the purpose of crediting interest are accounted
for on a last in, first out basis.

DOLLAR COST AVERAGING

Before the Annuity Start Date, You may elect to have an amount You specify
automatically transferred from one or more Variable Accounts or the Fixed
Account to any other Variable Accounts. Dollar Cost Averaging transfers will be
made on a monthly or quarterly basis. The amount transferred must be at least
$100. There is no charge for dollar cost averaging transfers.

Amounts withdrawn from the Fixed Account due to Dollar Cost Averaging are
counted toward the 20% of Fixed Account Value that may be transferred out of
the Fixed Account during any Contract Year.

INTEREST SWEEP

Before the Annuity Start Date, You may elect to have any interest credited to
the Fixed Account automatically transferred to one or more Variable Accounts at
the beginning of each calendar quarter. There is no charge for interest sweep
transfers and an interest sweep transfer is not considered a transfer for
purposes of assessing a transfer charge.

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<PAGE> 13

Amounts transferred out of the Fixed Account due to an interest sweep transfer
are counted toward the 20% of Fixed Account Value that may be transferred out
of the Fixed Account during any Contract Year.

AUTOMATIC ACCOUNT BALANCING

Before the Annuity Start Date, You may elect automatic account balancing. If
You select this option, on the first Business Day of a calendar month or
calendar quarter, We will automatically balance Your Variable Accounts to match
Your premium allocation percentages. There is no charge for automatic account
balancing.

SECTION 6 - SEPARATE ACCOUNT PROVISIONS

SEPARATE ACCOUNT

Variable benefit payments under the Contract are provided through the Separate
Account. The Separate Account is registered with the SEC as a unit investment
trust under the Investment Company Act of 1940. The portion of the assets of
the Separate Account equal to the reserves and other Contract liabilities of
the Separate Account are not chargeable with the liabilities arising out of any
other business that We may conduct and which has no specific relation to or
dependence upon the Separate Account. We have the right to transfer to Our
general account any assets of the Separate Account which are in excess of such
reserves and other liabilities. The Company established the Separate Account
to support the operations of this Contract and other variable contracts the
Company may offer.

VARIABLE ACCOUNTS

The assets of the Separate Account are divided into subdivisions called
Variable Accounts that are listed on page 5 of this Contract and in the current
prospectus You received. Each Variable Account invests exclusively in shares
of a corresponding Portfolio of a Fund listed on page 5 of this Contract. The
income, gains and losses, whether or not realized, from assets allocated to
each Variable Account shall be credited to or charged against such Variable
Account without regard to other income, gains, or losses of any other Variable
Account or of the Company. Any amounts of income, dividends and gains
distributed from the shares of a Fund are re-invested in additional shares of
that Fund at its net asset value.

The Separate Account supporting benefits of this Contract and the reserves
supporting variable annuity payments under this Contract provided by the
Separate Account depend on the investment performance of the Portfolios in
which Your selected Variable Accounts are invested. We do not guarantee the
investment performance of the Portfolios. You bear the investment risk related
to Separate Account Value and variable annuity payments supported by the
Variable Accounts.

ACCUMULATION UNITS

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<PAGE> 14

Net Premium Payments may be allocated among and amounts may be transferred to
the Variable Accounts. Net Premium Payments or transferred amounts are
converted into accumulation units of the Variable Account to which the payment
is allocated or the transfer is made. The number of accumulation units
credited to each Variable Account is determined by dividing the dollar value of
a net Premium Payment allocated or transferred to a Variable Account by the
value of one accumulation unit for the Variable Account as of the end of the
Business Day on which We received the payment. The number of accumulation units
so determined will not be affected by any subsequent change in the value of
such accumulation unit.

ACCUMULATION UNIT VALUE

The accumulation unit value for each Variable Account will vary to reflect the
investment experience of the applicable Portfolio. The accumulation unit value
for a Variable Account will be determined at the end of each Business Day by
multiplying the accumulation unit value of the Variable Account on the
preceding Business Day by the net investment factor for the Variable Account
for the current Business Day. The value of the Variable Account on each
Business Day is then determined by multiplying the number of accumulation units
in that Variable Account by the accumulation unit value on that Business Day.

VALUATION OF ANY VARIABLE ACCOUNT

Allocation of net Premium Payments and transfers to a Variable Account will
increase the number of accumulation units of that Variable Account. Partial
withdrawals and transfers from a Variable Account will result in cancellation
of accumulation units of that Variable Account, as will a full withdrawal and
the deduction of a Contract Fee and any applicable premium taxes. Accumulation
units are canceled as of the end of the Business Day on which the Company
receives a Written Request or notices regarding the event.

NET INVESTMENT FACTOR

The net investment factor is an index applied to measure the investment
performance of a Variable Account from one Business Day to the next. The net
investment factor may be greater or less than one; therefore, the value of an
accumulation unit may increase or decrease from day to day.

The Net Investment Factor for each Variable Account equals 1 plus the fraction
obtained by dividing (a) by (b) where:
(a) is the net result of:
1. the investment income, dividends, and capital gains,
realized or unrealized, credited at the end of the
current Business Day; PLUS

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<PAGE> 15

2. the amount credited or released from reserves for
taxes attributed to the operation of the Variable
Account; MINUS
3. the capital losses, realized or unrealized, charged
at the end of the current Business Day, MINUS
4. any amount charged for taxes or any amount set aside
during the Business Day as a reserve for taxes
attributable to the operation or maintenance of the
Variable Account; MINUS
5. the amount charged for mortality and expense risk on
that Business Day; MINUS
6. the amount charged for administration on that
Business Day; and

(b) is the value of the assets in the Variable Account at the end
of the preceding Business Day, adjusted for allocations and
transfers to and withdrawals and transfers from the Variable
Account occurring during that preceding Business Day.

ANNUITY UNIT VALUE

The value of an Annuity Unit for each Variable Account will vary to reflect the
investment experience of the applicable Portfolio. The value of an Annuity
Unit for a Variable Account will be determined on each Business Day by
multiplying the Annuity Unit value of the Variable Account on the preceding
Business Day by the product of (a) the net investment factor for that Variable
Account for the Business Day for which the annuity value is being calculated
and (b) an interest factor to neutralize the assumed interest rate.

You may choose an assumed interest rate of 3%, 4% or 5% at the time a variable
payout plan is selected.

SECTION 7 - WITHDRAWAL PROVISIONS

PARTIAL WITHDRAWALS

You may request, in writing, to withdraw part of the Contract Value in amounts
not less than $250. Your request must be received before the Annuity Start
Date. If the Contract Value is reduced to below $1,000 by a partial
withdrawal, the Company reserves the right to pay the Surrender Value to the
Owner in a lump sum. Such payment will terminate the Contract and all
obligations under the Contract.

You specify the Variable Account(s) or Fixed Account from which the partial
withdrawal is made. If You do not specify from which accounts the withdrawal
is to be made, or if the amount in the designated account is inadequate to
comply with Your request, We will make the withdrawal pro-rata from each
Variable Account and the Fixed Account based on the proportion that Your
Variable Account Values and the Fixed Account Value bear to the Contract Value
prior to the withdrawal.

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<PAGE> 16

We will pay You the amount You request in connection with a partial withdrawal
by canceling Accumulation Units from the appropriate Variable Accounts and/or
reducing the value of the Fixed Account.

FREE WITHDRAWAL AMOUNT

In any Contract Year after the first, You may withdraw a portion of Your
Contract Value without incurring a Withdrawal Charge. This amount is called
the Free Withdrawal Amount. Withdrawals under the Systematic Withdrawal Program
are also permitted a Free Withdrawal Amount, as determined below, during the
first Contract Year.

If Your initial Premium Payment is less than $100,000, the Free Withdrawal
Amount is 10% of Contract Value each year, as determined at the beginning of
the Contract Year. If You do not withdraw the full 10% in any Contract Year
after the first, the remaining amount does not roll over to the next Contract
Year.

If Your initial Premium Payment is $100,000 or more, the value of the Free
Withdrawal Amount depends on the Free Withdrawal Option You choose at the time
You purchase Your Contract. Once You choose an option, You cannot change it.

IF YOU CHOOSE THE CUMULATIVE 10% OPTION: After the first Contract
Year, You may withdraw up to 10% of Your Contract Value as of the beginning of
each Contract Year and We will not charge You a Withdrawal Charge on that
amount. If You do not withdraw the full 10% in any one Contract Year, the
remaining percentage may be rolled over to the next Contract Year, up to a
maximum of 50% after 5 years as determined as of the beginning of each Contract
Year.

IF YOU CHOOSE THE EARNINGS OPTION: After the first Contract Year, You
can withdraw part or all of Your earnings under the Contract at any time
without incurring a Withdrawal Charge. Earnings are equal to Your Contract
Value MINUS Premium Payments, transfers and partial withdrawals.

There will be a Withdrawal Charge on partial withdrawals in excess of the
annual Free Withdrawal Amount.

FULL WITHDRAWAL OF CONTRACT VALUE

You may cancel this Contract by Written Request and receive the Surrender
Value at any time before the Annuity Start Date. The Surrender Value will be
the Contract Value as of the end of the Business Day on which the Company
receives Your Written Request in Our Service Center, less any Withdrawal
Charge, Contract Fee and premium taxes not previously deducted.

WITHDRAWAL CHARGES

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<PAGE> 17

Subject to the annual Free Withdrawal Amount, full or partial withdrawals of
Contract Values may be subject to a contingent deferred sales charge known as
the Withdrawal Charge.

When You purchase Your Contract, You must choose between two Withdrawal Charge
Options.

The Withdrawal Charge is separately calculated for each withdrawal You make.
For purposes of calculating the Withdrawal Charge, We treat withdrawals as
coming from the oldest Premium Payment first. Amounts subject to the
Withdrawal Charge will be deemed to be first from Premium Payments, and then
from earnings. This means that We will not deduct a Withdrawal Charge on
withdrawals of that portion of Your Contract Value that exceeds the sum total
of Your Premium Payments.

IF YOU CHOOSE THE DATE OF ISSUE WITHDRAWAL CHARGE OPTION: We will
impose a Withdrawal Charge on all partial or full withdrawals of Premium
Payments that You make during the first nine Contract Years if the amount of
the withdrawal exceeds the Free Withdrawal Amount. The Withdrawal Charge is
calculated as a percentage of the amount You withdraw based on the number of
years between the date We receive Your Written Request for withdrawal and the
Date of Issue. The rate of the Withdrawal Charge is listed in the table below.
Under this option, no Withdrawal Charge is deducted from full or partial
withdrawals that You make in Contract Years ten and later.

<TABLE>
<CAPTION>
Charge as Percentage
Contract Year of Premium Payments
------------- --------------------

IF YOU CHOOSE THE DATE OF PREMIUM PAYMENT WITHDRAWAL CHARGE OPTION:
We will calculate the Withdrawal Charge by determining the length of time
between the date We receive Your Written Request for a withdrawal and the date
You made the Premium Payment being withdrawn. We will deduct a Withdrawal
Charge if You withdraw a Premium Payment that We have held for less than seven
Premium Payment Years if it is greater than the Free Withdrawal Amount.
<TABLE>
<CAPTION>
Charge as Percentage
Premium Payment Year of Premium Payments
- -------------------- --------------------

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<PAGE> 18

Any applicable Withdrawal Charge will be deducted from the remaining value in
the Variable Account(s) or Fixed Account from which the withdrawal is being
made. If such remaining Variable Account Value(s) or Fixed Account Value is
insufficient for this purpose, the Withdrawal Charge will be deducted pro-rata
from all Variable Account(s) and the Fixed Account based on the remaining
Contract Value in each Variable Account and the Fixed Account.

No Withdrawal Charge will be assessed in the event the Contract terminates due
to the death of the Annuitant or Owner or if Contract Values are applied to a
life annuity or an annuity with a payment period of at least 10 years.

PAYMENT ON WITHDRAWALS

Payment on any request for withdrawal, or for the Death Benefit, will be made
as soon as possible and, with respect to the Contract Values in the Variable
Accounts, no later than seven days after the Written Request is received by the
Company. However, such payment may be postponed for any period:

(1) when the New York Stock Exchange is closed; or
(2) when trading on the New York Stock Exchange is restricted; or
(3) when an emergency exists as a result of which (a) disposal of
securities held in the Variable Accounts is not reasonably
practicable or (b) it is not reasonably practicable to fairly
determine the value of the net assets of the Variable Account;
or
(4) during any other period when the U.S. Securities and Exchange
Commission, by order, so permits for the protection of
security holders.

Rules and regulations of the U.S. Securities and Exchange Commission will
govern as to whether the conditions set forth in 2, 3 and 4 exist.

For payments or transfers from the Fixed Account, We may defer payment for up
to 6 months from the date We receive Your Written Request. We will pay
interest of at least 3% per annum on the amount withdrawn if the payment is
deferred more than 10 days after receipt of documentation necessary to complete
the transaction.

SYSTEMATIC WITHDRAWAL PROGRAM

The Systematic Withdrawal Program provides an automatic monthly or quarterly
payment to You from the amounts You have accumulated in the Variable Accounts
and/or the Fixed Account. The minimum amount You may withdraw is $100. To use
the program, You must maintain a $1,000

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<PAGE> 19

balance in Your Contract. You may elect to participate in the Systematic
Withdrawal Program at any time before the Annuity Start Date by sending a
Written Request to Our Service Center. Once You elect the program, it remains
in effect unless the balance in Your Contract drops below $1,000.

We will assess a Withdrawal Charge on these withdrawals, unless the
amount You withdraw under the Systematic Withdrawal Program qualifies as a Free
Withdrawal Amount or unless Withdrawal Charges no longer apply to the amounts
withdrawn. Withdrawals under the Systematic Withdrawal Program are permitted an
annual Free Withdrawal Amount during the first Contract Year. We do not deduct
any other charges for this program. We reserve the right to discontinue
offering the Systematic Withdrawal Program at any time and for any reason.

Amounts withdrawn from the Fixed Account due to the Systematic Withdrawal
Program are counted toward the 20% of Fixed Account Value that may be
transferred out of the Fixed Account during any Contract Year.

SECTION 8 - OWNERSHIP PROVISIONS

CONTRACT OWNER

The Annuitant is the Owner unless otherwise stated in the application or unless
changed under the Transfer of Ownership Provision. The Owner is entitled to
all Contract rights and benefits while the Annuitant is alive, without the
consent of any other person.

JOINT OWNER

The Contract may be owned by two persons as Joint Owners, with rights of
survivorship. In this case, the Joint Owners must consent to any withdrawals
or changes to the Contract or Beneficiary.

TRANSFER OF OWNERSHIP

You may transfer the ownership of this Contract on forms provided by Us. The
completed forms must be recorded by Us at Our Service Center. The transfer
will be effective as of the date the transfer form is signed. We may require
the return of the Contract for endorsement. The transfer is subject to any
payment made or other actions taken by Us before We received Your Written
Request. We are not responsible for the tax consequences resulting from a
change of ownership.

QUALIFIED PLANS

If and while this Contract is part of a tax-qualified retirement plan under the
U.S. Internal Revenue Code, You may not change the Owner or assign the Contract
or make withdrawals unless permitted by the plan.

BENEFICIARY

- 19 -
<PAGE> 20

The designation of a Beneficiary in the application shall remain in effect
until You change it. You may name a Beneficiary and change any named
Beneficiary during the lifetime of the Annuitant by Written Request
satisfactory to Us. The change will take effect on the date the Written
Request is signed. A change will not apply to any payment We make or any other
action We take before the Written Request is received in Our Service Center.

ASSIGNMENT

You may assign the Contract in writing. The assignment will not bind Us until
We have received a copy. Your rights and those of any Beneficiary will be
subject to assignment. We are not responsible for the validity or tax
consequences of the assignment.

SECTION 9 - DEATH BENEFIT PROVISIONS

DISTRIBUTION UPON THE DEATH OF THE OWNER

If You own the Contract with another person, and one of You dies before the
Annuity Start Date, the survivor becomes the sole Beneficiary regardless of
Your designation. If there is no surviving Owner, Your named Beneficiary will
become the Beneficiary upon Your death. (You may name primary and contingent
beneficiaries.) If You have named two or more primary Beneficiaries, they will
share equally in the death benefit (described below) unless You have specified
otherwise. If there are no living primary Beneficiaries at the time of Your
death, payments will be made to those contingent Beneficiaries who are living
when payment of the death benefit is due. If all the Beneficiaries have
predeceased You, We will pay the death benefit to Your estate. If You or a
Joint Owner who is the Annuitant dies before the Annuity Start Date, then the
provisions relating to the death of an Annuitant (described below) will govern.

If You are not the Annuitant and You die before the Annuitant and
before the Annuity Start Date, then the following options are available to Your
Beneficiary:

(1) If such Beneficiary is the spouse of the deceased Owner, the
spouse may continue the Contract as the new Owner.

(2) If such Beneficiary is not the spouse of the deceased Owner:

(a) such Beneficiary may elect to receive the Contract
Value, LESS any premium taxes not yet deducted, in a
single sum within 5 years of the deceased Owner's
death; or

(b) such Beneficiary may elect to receive the Contract
Value paid out under one of the approved payout
plans, provided that distributions begin within one
year of the deceased Owner's death and the
distribution period under the payout plan is for the
life of, or for a period not exceeding the life
expectancy of, the Beneficiary.

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<PAGE> 21

If such Beneficiary does not elect one of the above options,
We will pay the Contract Value, LESS any premium taxes not yet
deducted, within five years from the date of the deceased
Owner's death.

Under any of the distribution options in this section, "Distribution Upon the
Death of the Owner," the Beneficiary may exercise all ownership rights and
privileges from the date of the deceased Owner's death until the date that the
Contract Value is paid. Similar rules apply to Qualified Contracts. The above
distribution requirements will apply only upon the death of the first Joint
Owner.

DISTRIBUTION UPON THE DEATH OF THE ANNUITANT

If the Annuitant (including an Owner who is the Annuitant) dies before the
Annuity Start Date (see "Age Limitation Under the Death Benefit" below), We
will pay the Death Benefit described below in "Death Benefits Before the
Annuity Start Date" in a lump sum to Your named Beneficiary(ies) within five
years after the date of the Annuitant's death. (You may name primary and
contingent beneficiaries.) If You have named two or more primary
Beneficiaries, they will share equally in the Death Benefit unless You have
specified otherwise. If there are no living primary Beneficiaries at the time
of the Annuitant's death, payments will be made to those contingent
Beneficiaries who are living when payment of the Death Benefit is due. If all
the Beneficiaries have predeceased the Annuitant, We will pay the Death Benefit
to You, if living, or the Annuitant's estate. In lieu of a lump sum payment,
the Beneficiary may elect, within 60 days of the date We receive due proof of
the Annuitant's death, to apply the Death Benefit to a payout plan. (See
"Payout Options.")

If You are also the Annuitant and You die, the provisions described
immediately above apply, except that the Beneficiary may only apply the Death
Benefit payment to a payout plan if:

(1) payments under the option begin within one (1) year of the
Annuitant's death; and

(2) payments under the option are payable over the Beneficiary's
life or over a period not greater than the Beneficiary's life
expectancy.

DEATH BENEFIT BEFORE THE ANNUITY START DATE

If the Annuitant dies before the Annuity Start Date (see "Age Limitation Under
the Death Benefit" below), the Beneficiary will receive a Death Benefit. The
minimum Death Benefit payable upon the death of the Annuitant before the
Annuity Start Date will be reset every third year on the Death Benefit
Anniversary if the Contract Value on such Death Benefit Anniversary is greater
than the Contract Value on the previous Death Benefit Anniversary. The Death
Benefit will equal the greater of:

(1) the Contract Value as of the date We receive due proof of the
deceased's death and payment instructions; or

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<PAGE> 22

(2) the highest Contract Value as of any Death Benefit Anniversary
preceding the date the Death Benefit is determined, plus any
Premium Payments, and minus any withdrawals and charges,
incurred between such Death Benefit Anniversary and the date
the Death Benefit is determined. This value is initially set
on the first Death Benefit Anniversary and equals the greater
of: (a) the sum of Premium Payments, MINUS partial
withdrawals; or (b) Contract Value, on that date. This value
will be reset on every future Death Benefit Anniversary (that
is, every third year) to equal Contract Value on that date
only if Contract Value on that Death Benefit Anniversary is
greater than the highest Contract Value on any previous Death
Benefit Anniversary. Once reset, this value will never
decrease unless partial withdrawals are made;

LESS any applicable premium taxes not previously deducted.

AGE LIMITATION UNDER THE DEATH BENEFIT

In all instances where the Annuitant dies at or after age 75 (or ten years
after the Date of Issue, whichever is later) but before the Annuity Start Date,
the Death Benefit will equal Contract Value, LESS any applicable premium taxes
not yet deducted, as of the date We receive due proof of death and payment
instructions.

LOANS

If the Contract is a Qualified Contract, any outstanding loan amount on the
date the Death Benefit is paid will also be deducted from the Death Benefit.

PROOF OF DEATH

Proof of death satisfactory to the Company consists of the death record or a
certified copy of a court decree reciting a finding of death or any other proof
satisfactory to the Company.

REQUIRED DISTRIBUTIONS

An Owner or Beneficiary who is required to begin to receive payments in the
form of a life annuity or annuity for a period certain not exceeding the
recipient's life expectancy may choose a payout plan.

BENEFICIARIES

You may designate the Beneficiaries as primary or contingent to indicate the
order in which they take. If You name two or more Beneficiaries of the same
class they will share equally unless You

- 22 -
<PAGE> 23

state how they are to share. If You identify a relative as a Beneficiary, We
will interpret that to mean a relative of the Annuitant unless You state the
relationship is to another person.

Any Beneficiary who dies within 10 days of the Annuitant's or Owner's death
will not be entitled to any benefits unless that Beneficiary is living when We
receive due proof of the Annuitant's or Owner's death.

DEATH OF PAYEE AFTER THE ANNUITY START DATE

If the Payee dies after the Annuity Start Date, any Joint Payee becomes the
sole Payee. If there is no Joint Payee, the Successor Payee becomes the sole
Payee. If there is no Successor Payee, the remaining benefits are paid to the
estate of the last surviving Payee. The death of the Payee after the Annuity
Start Date will have the effect stated in the payout plan pursuant to which
annuity payments are being made. If any Owner dies on or after the Annuity
Start Date, any payments that remain must be made at least as rapidly as under
the payout plan in effect on the date of the Your death.

SECTION 10 - PAYOUT PLAN PROVISIONS

ANNUITY START DATE

If You own a Non-Qualified Contract, We will ask You to select an Annuity
Start Date. If You do not select a date, the Annuity Start Date is either the
Annuitant's age 70 or 10 years after the Date of Issue, whichever is later. In
no event, if you own a Non-Qualified Contract, will the Annuity Start Date be
later than the Annuitant's age 90. If You own a Qualified Contract, the
Annuity Start Date is fixed at the Annuitant's age 702.

We will start annuity payments to the Annuitant on the Annuity Start Date shown
on Page 4 unless You request a change in the Annuity Start Date. You can
change the Annuity Start Date to any Contract Anniversary or to any date on
which You withdraw the Contract Value. Your Written Request must be received
in Our Service Center at least 31 days prior to the existing Annuity Start
Date.

PAYOUT PLANS

You may apply the Contract Value, less any applicable Contract Fee, Withdrawal
Charges, and premium taxes not yet deducted, under any of the following payout
plans or any other plan then being offered by the Company. Payout Plans may be
fixed or variable or a combination of both.

The amount of the payment is not guaranteed if a variable payout is selected.
If a fixed payout is selected, the payments for each $1,000 applied will not be
less than those provided by the application of the Annuity Purchase Value (as
defined in this Contract) to the purchase of any single consideration immediate
annuity offered by the Company at the time to the same class of annuitants.

You may request quarterly, semi-annual, or annual annuity payments instead of
monthly payments.

(1) Installment Income Plans

- 23 -
<PAGE> 24

(A) Fixed Period - Paid in monthly payments for the number of
years You select from 1 to 30 years. The amount of the
payment is not guaranteed if a variable payout is selected.
If a fixed payout is selected, the payments for each $1,000
applied will not be less than those shown in the Fixed Period
Table in Section 13. Payments may be commuted.

(B) Fixed Amount - Paid in equal monthly installments of $5.00
or more for each $1,000 applied. The number of payments is
not guaranteed if a variable payout is selected. If a fixed
payout is selected, payments will be made until the full
amount applied with compound interest at not less than 3% is
used up. Payments may be commuted.

(2) Life Income Plans

(A) One Life - Paid monthly during the lifetime of the Payee.
We will guarantee payments for either 10 or 20 years and for
as long as the Payee lives. The amount of the payment is not
guaranteed if a variable payout is selected. If a fixed
payout is selected, the payments for each $1,000 applied will
not be less than those shown in the One Life Table. The
amount paid is based on the Payee's sex and age on the date of
the first annuity payment. Payments may not be commuted.

(B) Joint and Survivor - paid in monthly payments jointly to
two Payees and after one dies to the surviving Payee. The
amount paid is based on the Payees' sex and age on the date of
the first payment. If either one dies before the due date of
the first payment, We will pay the survivor under the Life
Income Plan A with payments guaranteed for 10 years. Payments
may not be commuted.

VARIABLE PAYOUT

A variable payout plan is a payout plan with payments increasing or decreasing
in amount in accordance with the Annuity Unit values of one or more of the
Variable Account(s) (as described in the Separate Account Provisions). After
the first monthly payment for a variable payout has been determined in
accordance with the provisions of this Contract, a number of Annuity Units is
determined by dividing that first monthly payment by the appropriate Variable
Account Annuity Unit value on the Annuity Start Date.

Once variable payments begin, the number of Annuity Units remains fixed with
respect to a Variable Account. If the Contract Owner elects by Written Request
to exchange Annuity Units of one Variable Account for those of another Variable
Account, the number will change effective with that election but will remain
fixed in number following such election. The method of calculating the Annuity
Unit value is described under the Separate Account Provisions.

- 24 -
<PAGE> 25

The dollar amount of the second and subsequent variable payments is not
predetermined and may increase or decrease from period to period. The actual
amount of each variable payment after the first is determined by multiplying
the number of Annuity Units by the Annuity Unit values described in the
Separate Account Provisions. Neither expenses actually incurred by Us, other
than taxes on the investment return, nor mortality actually experienced, shall
adversely affect the dollar amount of variable annuity payments to any
annuitant for whom variable annuity payments have commenced.

FIXED PAYOUT

We guarantee interest under all fixed payout plans at a minimum rate of 3% a
year. We may increase the interest rate above the minimum. Monthly payments
on Life Income Plans will be based on the interest rate in effect on the due
date of the first payment. The 1983 Mortality Table a (ALB) with 12 years
mortality improvement of projection Scale G, will be used to calculate the
rates for the tables of guaranteed payout rates.

CHOOSING A PAYOUT PLAN

You may choose or change a payout plan any time before the Annuity Start Date.
The choice must be in writing and in a form satisfactory to Us. The minimum
amount which may be applied under a payout plan is $2,000. Any choice
involving more than one payout plan must have Our approval.

If You do not elect a payout plan by the Annuity Start Date, We will apply the
adjusted Contract Value, less any applicable Withdrawal Charges, under Life
Income Plan A with payments guaranteed for 10 years. The Contract Value will
be allocated to a fixed and variable payout in the same proportion that Your
interest in the Fixed and Variable Accounts bears to the total Contract Value.
When a Payee who is entitled to a payment in one sum chooses a payout plan, the
rights of all other Beneficiaries end. Any amount payable when a Payee dies
will be paid in one sum to the Payee's estate unless the Payee has named a
Successor Payee.

Each payment must be at least $20. We may change the number of payments We
make in a year so that each payment is at least $20.

DATE OF PAYMENT

The first payment under any payout plan will be made on the fifteenth day of
the month immediately following Your selection of a plan. Subsequent payments
shall be made on the fifteenth day of each subsequent month in accordance with
the manner of payment selected.

- 25 -
<PAGE> 26

SECTION 11 - GENERAL PROVISIONS

CHANGE IN THE OPERATION OF THE SEPARATE ACCOUNT

Any change in the Plan of Operation will be filed with the Insurance Department
of the State of New York as required by New York Insurance Law.

We may create new separate accounts; combine separate accounts, including the
Separate Account; add new Variable Accounts to or remove existing Variable
Accounts from the Separate Account or combine Variable Accounts; make new
Variable Accounts or other Variable Accounts available to such classes of
Contracts as We may determine; add new Funds or remove existing Funds; if
shares of a Fund are no longer available for investment or if We determine that
investment in a Fund is no longer appropriate in light of the purposes of the
Separate Account, substitute a different Fund for any existing Fund;
de-register the Separate Account under the Investment Company Act of 1940 in
the event registration is no longer required; operate the Separate Account as a
management investment company under the Investment Company Act of 1940 or as
any other form permitted by law; and make any changes to the Separate Account
or its operations as may be required by the Investment Company Act of 1940 or
other applicable law or regulations.

CREDITOR'S CLAIMS

All payments under the Contract will be exempt from the claims of creditors and
legal process to the extent permitted by law. No payment will be transferred,
assigned or withdrawn before it becomes payable unless We agree.

INCONTESTABILITY

The Contract will be incontestable from the Date of Issue.

INCORRECT AGE OR SEX

If the Annuitant's age or sex has been misstated, the amount of the annuity
payable by the Company shall be that provided by that portion of the amounts
allocated to effect such annuity on the basis of the corrected information
without changing the date of the first payments of such annuity. If we make
any underpayment or overpayment on account of any such misstatement, the amount
thereof, with interest at 3 per cent (3%) per annum, shall be credited to or
charged against, the current or next succeeding payment or payments to be made
by Us under the Contract.

MODIFICATION OF CONTRACT

Any change in the Contract or waiver of its provisions must be in writing and
signed by Our President, a Vice President, Our Secretary or Assistant
Secretary. No other person can change or waive any of its provisions.

- 26 -
<PAGE> 27

Upon notice to You, the Company may modify the Contract, if necessary, to
permit the Contract or the Separate Account to comply with any applicable law
or regulation issued by a government agency or if necessary to assure continued
qualification of the contract under the Internal Revenue Code or other federal
or state laws relating to retirement annuities or variable annuities contracts;
or if necessary to effect a change in the operation of the Separate Account; or
if the modification provides additional investment options.

In the event of such modifications, the Company will make the appropriate
endorsement to the Contract.

NON-PARTICIPATING

This Contract does not participate in surplus earnings.

PROOF OF FACTS

We may ask any person claiming the right to payments for proof satisfactory to
Us of such person's age, sex and right to payment. Any payments We make
relying on that proof discharge Us from any obligation to make that payment to
another person.

REPORTS TO THE OWNER

We will provide You with a report showing the Contract Values at least once
each year. We will also provide You an annual report of the Separate Account
and any other notice or report required by law to be delivered to Owners. All
reports and notices will be sent to Your last known address.

SUBMISSION OF CONTRACT

We may ask You to relinquish the Contract or send it to Us for endorsement
before We make any payment. Failure to have You surrender the Contract or note
payment on it does not indicate that We have not made payment.

VOTING PRIVILEGES

So long as Federal law requires, We will give You certain voting privileges.
As Contract Owner, if You have voting privileges, We will send a notice to You
telling You the time and place of a shareholder meeting. The notice will also
explain the matter to be voted upon and how many votes You get.

- 27 -
<PAGE> 28

SECTION 12 - TABLES

FIXED PERIOD MINIMUM INCOME TABLE*

MONTHLY PAYMENTS FOR EACH $1,000 APPLIED

<TABLE>
<CAPTION>
============================================================================================
NUMBER MONTHLY NUMBER MONTHLY NUMBER MONTHLY
OF YEARS INSTALLMENTS OF YEARS INSTALLMENTS OF YEARS INSTALLMENTS
============================================================================================
<S> <C> <C> <C> <C> <C>
1 84.47 11 8.86 21 5.32
2 42.86 12 8.24 22 5.15
3 28.99 13 7.71 23 4.99
4 22.06 14 7.26 24 4.84
5 17.91 15 6.87 25 4.71

6 15.14 16 6.53 26 4.59
7 13.16 17 6.23 27 4.47
8 11.68 18 5.96 28 4.37
9 10.53 19 5.73 29 4.27
10 9.61 20 5.51 30 4.18
============================================================================================
</TABLE>
*Values are based on compound interest at 3.0% a year. Other rates
are available on request.

- 28 -
<PAGE> 29

ONE LIFE MINIMUM INCOME TABLE*

MONTHLY PAYMENTS FOR EACH $1,000 APPLIED

<TABLE>
<CAPTION>
================================================================================
Age of Life Only Income Life 10 Years Certain Life 20 Years Certain
Payee
Last ----------------------------------------------------------------------
Birthday
Male Female Male Female Male Female
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
50 4.17 3.82 4.13 3.81 4.01 3.76
51 4.24 3.88 4.20 3.87 4.07 3.81
52 4.32 3.95 4.27 3.93 4.13 3.86
53 4.40 4.01 4.35 3.99 4.19 3.92
54 4.49 4.08 4.43 4.06 4.25 3.97
55 4.58 4.15 4.51 4.13 4.31 4.03
56 4.67 4.23 4.60 4.20 4.37 4.09
57 4.78 4.31 4.70 4.28 4.44 4.15
58 4.88 4.40 4.80 4.36 4.50 4.22
59 5.00 4.49 4.90 4.44 4.57 4.29
60 5.12 4.59 5.01 4.54 4.63 4.35
61 5.26 4.69 5.13 4.63 4.70 4.42
62 5.40 4.80 5.25 4.73 4.77 4.49
63 5.55 4.92 5.37 4.84 4.83 4.57
64 5.71 5.04 5.51 4.95 4.89 4.64
65 5.89 5.18 5.65 5.07 4.95 4.71
66 6.07 5.32 5.79 5.20 5.01 4.78
67 6.27 5.47 5.94 5.33 5.07 4.85
68 6.48 5.64 6.10 5.48 5.12 4.92
69 6.71 5.82 6.26 5.62 5.17 4.99
70 6.95 6.01 6.42 5.78 5.22 5.05
71 7.20 6.22 6.59 5.94 5.26 5.11
72 7.47 6.44 6.76 6.11 5.30 5.17
73 7.76 6.68 6.93 6.29 5.33 5.22
74 8.07 6.94 7.11 6.48 5.36 5.27
75 8.41 7.23 7.29 6.67 5.39 5.31
76 8.76 7.53 7.46 6.86 5.42 5.35
77 9.15 7.86 7.64 7.06 5.44 5.38
78 9.56 8.22 7.81 7.26 5.45 5.40
79 9.99 8.60 7.98 7.46 5.47 5.43
80 10.46 9.02 8.14 7.66 5.48 5.45
81 10.96 9.47 8.29 7.85 5.49 5.46
82 11.49 9.96 8.44 8.04 5.49 5.48
83 12.05 10.49 8.58 8.22 5.50 5.49
84 12.65 11.06 8.71 8.39 5.50 5.49
85 13.29 11.67 8.83 8.55 5.51 5.50
86 13.97 12.34 8.95 8.69 5.51 5.50
87 14.69 13.05 9.05 8.83 5.51 5.51
88 15.46 13.82 9.14 8.95 5.51 5.51
89 16.27 14.62 9.22 9.05 5.51 5.51
90 17.14 15.47 9.30 9.15 5.51 5.51
- -------------------------------------------------------------------------------
</TABLE>
*Values are based on compound interest at 3.0% a year. Other rates
are available on request.

- 29 -
<PAGE> 30

JOINT & SURVIVOR WITH 10 YEAR CERTAIN TABLE* MONTHLY PAYMENTS FOR EACH $1,000
APPLIED

<TABLE>
<CAPTION>
===============================================================================================================================
Number of Years Younger Same Number of Years Older
Age
- ---------------------------------------------------------------------------------- -----------------------
Female: 7 6 5 4 3 2 1 1 2 3
- ------------------------------------------------------------------------------------------------------------------------------
Male Age:
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 3.36 3.38 3.41 3.44 3.46 3.49 3.52 3.55 3.57 3.60 3.63
51 3.39 3.42 3.45 3.48 3.51 3.53 3.56 3.59 3.62 3.65 3.68
52 3.43 3.46 3.49 3.52 3.55 3.58 3.61 3.64 3.67 3.70 3.73
53 3.47 3.50 3.53 3.56 3.60 3.63 3.66 3.69 3.72 3.75 3.79
54 3.51 3.55 3.58 3.61 3.64 3.68 3.71 3.74 3.78 3.81 3.84
55 3.56 3.59 3.63 3.66 3.70 3.73 3.77 3.80 3.84 3.87 3.91
56 3.60 3.64 3.68 3.71 3.75 3.79 3.82 3.86 3.90 3.94 3.97
57 3.65 3.69 3.73 3.77 3.81 3.84 3.88 3.92 3.96 4.00 4.04
58 3.70 3.74 3.78 3.82 3.87 3.91 3.95 3.99 4.03 4.07 4.12
59 3.76 3.80 3.84 3.89 3.93 3.97 4.02 4.06 4.11 4.15 4.19
60 3.82 3.86 3.90 3.95 4.00 4.04 4.09 4.14 4.18 4.23 4.28
61 3.88 3.92 3.97 4.02 4.07 4.12 4.17 4.22 4.27 4.32 4.37
62 3.94 3.99 4.04 4.09 4.14 4.19 4.25 4.30 4.35 4.41 4.46
63 4.01 4.06 4.11 4.17 4.22 4.28 4.33 4.39 4.45 4.50 4.56
64 4.08 4.13 4.19 4.25 4.31 4.37 4.43 4.49 4.55 4.60 4.66
65 4.15 4.21 4.27 4.33 4.40 4.46 4.52 4.59 4.65 4.71 4.78
66 4.23 4.30 4.36 4.43 4.49 4.56 4.63 4.69 4.76 4.83 4.90
67 4.32 4.39 4.45 4.52 4.59 4.66 4.74 4.81 4.88 4.95 5.02
68 4.41 4.48 4.55 4.63 4.70 4.78 4.85 4.93 5.01 5.08 5.16
69 4.50 4.58 4.66 4.74 4.81 4.90 4.98 5.06 5.14 5.22 5.30
70 4.61 4.69 4.77 4.85 4.94 5.02 5.11 5.19 5.28 5.37 5.45
71 4.71 4.80 4.89 4.97 5.06 5.16 5.25 5.34 5.43 5.52 5.61
72 4.83 4.92 5.01 5.11 5.20 5.30 5.40 5.49 5.59 5.69 5.78
73 4.95 5.04 5.14 5.24 5.35 5.45 5.55 5.66 5.76 5.86 5.96
74 5.08 5.18 5.28 5.39 5.50 5.61 5.72 5.83 5.93 6.04 6.14
75 5.21 5.32 5.43 5.55 5.66 5.78 5.89 6.01 6.12 6.23 6.34
===============================================================================================================================
</TABLE>
*Values are based on compound interest at 3.0% a year. Other rates not shown
will be provided on request.

- 30 -
<PAGE> 31

BANKERS LIFE INSURANCE COMPANY OF NEW YORK
65 Froehlich Farm Boulevard
Woodbury, New York 11797

FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT
NON-PARTICIPATING
FLEXIBLE PREMIUM
INCOME PAYABLE AT MATURITY
DEATH BENEFIT PAYABLE IN THE EVENT OF THE ANNUITANT'S DEATH PRIOR TO MATURITY

For service or information about Your policy, contact the SERVICE CENTER, P. O.
Box 29105, Overland Park, KS 66201 or contact Your agent.

- 31 -

<PAGE> 1
EXHIBIT 4(b)

BANKERS LIFE INSURANCE COMPANY OF NEW YORK
ENDORSEMENT FOR QUALIFIED 403(B) ANNUITY

This Endorsement is issued as part of the Annuity Contract to which it is
attached for Federal Tax purposes pursuant to the provision of Section
403(b) of the Internal Revenue Code of 1986, as amended. The conditions
and provisions of this Annuity Contract apply except as amended herein:

Distribution Restrictions Purchase payments and earnings thereon received
on or after January 1, 1989 subject to Section 403(b) of the Internal
Revenue Code cannot be distributed prior to the Contract Owner reaching
age 592 unless such distribution is a result of such Contract Owner's:

(a) financial hardship (contributions only may be distributed);
(b) separation from service;
(c) death; or
(d) disability.

Distributions for Contract Owner's financial hardship or separation from
service may be subject to an additional penalty tax as a premature
distribution.

Ownership In no event shall any person other than the Contract Owner be
named as the Annuitant under the Contract and the entire interest of the
Contract Owner in the Contract shall be nonforfeitable.

When issued with this Endorsement, the Contract is not transferable. The
rights, title and interest in the Contract and in the Contract Owner's
Account thereunder may not be transferred nor may such rights, title and
interest be assigned or pledged to anyone other than the Company.

When issued with this Endorsement, the Contract is established for the
exclusive benefit of the Contract Owner and the Contract Owner's
beneficiaries.

Required Distributions The portion of a Contract Owner's Account
comprised of purchase payments and interest after December 31, 1986
(hereinafter referred to as "Post 1986 Interest") must be distributed or
commence to be distributed on the Annuity Commencement Date. The Annuity
Commencement Date (ACD) shall not be later than the first day of April
following the calendar year in which the Contract Owner attains age 702.
On that date, annuity payments must commence in equal or substantially
equal amounts of Annuity Units which do not extend:

(a) Beyond the life of the Contract Owner or the lives of the Contract
Owner and the Contract Owner's designated beneficiary, or

(b) Over a guaranteed payment period greater than the life expectancy of
the Contract Owner or the joint and last survivor life expectancy of the
Contract Owner and the Contract Owner's designated beneficiary.

1
<PAGE> 2

If the Contract Owner's Account is to be distributed in other than a lump
sum, then the amount to be distributed each year (commencing with the ACD
and each year thereafter) must be at least an amount equal to the quotient
obtained by dividing the Contract Owner's Post-1986 Interest by the life
expectancy of the Contract Owner and the Contract Owner's designated
beneficiary. Annuity payments distributed during the life of the Contract
Owner must also comply with the minimum distribution incidental benefit
requirement by substituting the Contract Owner's Account value for the
Post-1986 Interest in the preceding sentence.

For calendar years beginning after December 31, 1988, the amount to be
distributed each year, beginning with the first calendar year for which
distributions are required and then for each succeeding calendar year,
shall not be less than the quotient obtained by dividing the Contract
Owner's Post-1986 Interest by the lesser of (1) the applicable life
expectancy or (2) if the Contract Owner's spouse is not the designated
beneficiary, the applicable divisor determined from the table set forth in
Q&A-4 of section 1.401(a)(9)-2 of the Proposed Income Tax Regulations.
Distributions after the death of the Contract Owner shall be calculated
using the applicable life expectancy as the relevant divisor without
regard to proposed regulations section 1.401(a)(9)-2.

Life expectancy is computed by use of the expected return multiples in
Tables V and VI of section 1.72-9 of the Income Tax Regulations. Unless
otherwise elected by the Contract Owner by the time distributions are
required to begin, life expectancies shall be recalculated annually. Such
election shall be irrevocable as to the Contract Owner and shall apply to
all subsequent years. The life expectancy of a non-spouse beneficiary may
not be recalculated, instead life expectancy will be calculated using the
attained age of such beneficiary during the calendar year in which
distributions are required to begin pursuant to this section, and payments
for subsequent years shall be calculated based on such life expectancy
reduced by one for each calendar year which has elapsed since the calendar
year life expectancy was first calculated.

Distributions under an annuity under this Contract shall be made in
accordance with the requirements of section 401(a)(9) of the Code and the
regulations thereunder.

Death of Owner If the Contract Owner dies before the entire Account is
distributed, the following distribution provisions shall apply:

(a) If the Contract Owner dies after the ACD, the remaining portion of
such Contract Owner's Account will continue to be distributed at least as
rapidly as under the method of distribution being used prior to the
Contract Owner's death.

(b) If the Contract Owner dies before the ACD, the Contract Owner's
Account will be distributed in accordance with one of the following
provisions:

(1) The entire interest of the Contract Owner's Account will be
distributed within five (5) years after the date of the Contract
Owner's death.

2
<PAGE> 3

(2) If the Contract Owner's Account is payable to a beneficiary
designated by the Contract Owner and the Contract Owner has not
elected (1) above, then the entire Contract Owner's Account will be
distributed in substantially equal installments over the life or over
a period certain not greater than the life expectancy of the
designated beneficiary commencing on or before December 31 of the
calendar year immediately following the calendar year in which the
owner died. The designated beneficiary may elect at any time to
receive greater payments.

(3) If the designated beneficiary is the Contract Owner's surviving
spouse, the spouse may elect to receive equal or substantially equal
payments over the life or life expectancy of the surviving spouse
commencing at any date prior to the life or life expectancy of the
surviving spouse commencing at any date prior to the later of (1)
December 31 of the calendar year immediately following the calendar
year in which the Contract Owner died and (2) December 31 of the
calendar year in which the Contract Owner would have attained age
702. Such election must be made no later than the earlier of
December 31 of the calendar year containing the fifth anniversary of
the Contract Owner's death or the date distributions are required to
begin pursuant to the preceding sentence. The surviving spouse may
accelerate these payments at any time, i.e., increase the frequency
or amount of such payments.

(c) Life expectancy is computed by use of the expected return multiples in
Tables V and VI of section 1.72-9 of the Income Tax Regulations. For
purposes of distributions beginning after the Annuitant's death, unless
otherwise elected by the surviving spouse by the time distributions are
required to begin,
life expectancies shall be recalculated annually. Such election shall be
irrevocable as to the surviving spouse and shall apply to all subsequent
years. In the case of any other designated beneficiary, life expectancies
shall be calculated using the attained age of such beneficiary during the
calendar year in which distributions are required to begin pursuant to
this section, and payments for subsequent years shall be calculated based
on such life expectancy reduced by one for each calendar year which has
elapsed since the calendar year life expectancy was first calculated.

(d) For purposes of this requirement, any amount paid to a child of the
Contract Owner will be treated as if it had been paid to the surviving
spouse if the remainder of the interest becomes payable to the surviving
spouse when the child reaches the age of majority.

Direct Rollovers The Owner or the Owner's surviving spouse as beneficiary
or the Owner's former spouse as alternate payee under a qualified domestic
relations order within the meaning of Code section 414(q), as applicable
(the "Distributee"), may elect, at the time and in the manner we
prescribe, to have any portion of an eligible rollover distribution with
respect to the Distributee's interest in the Contract paid directly by the
Company as a direct rollover to an individual retirement account described
in Code section 408(a), an individual retirement account described in Code
section 408(b) or (except in the case of a surviving spouse as
beneficiary) another annuity described in Code section 403(b) specified by
the Distributee that accepts direct rollovers. An eligible rollover

3
<PAGE> 4

distribution is any distribution of all or any portion of the balance to
the credit of the distributee, other than (a) any distribution that is one
of series of substantially equal periodic payments not less frequently
than annually) made for the life or life expectancy of the Distributee or
for the joint lives or life expectancies of the Distributee and his or her
beneficiary or for a specified period of ten year or more, (b) any
distribution to the extent it is a required minimum distribution under
Code section 403(b)(10) and (c) the portion of any distribution that is
not included in gross income. This provision shall be interpreted in
accordance with Code section 403 (b) (10) and the regulations thereunder.

Loan Provisions Unless this Contract is part of a plan subject to Title I
of the Employee Retirement Income Security Act of 1974, you may borrow
part of the Surrender Value if you request a loan prior to the ACD. You
may borrow up to the lesser of (i) $50,000, reduced by the excess (if any)
of the highest outstanding loan balance during the one year period ending
on the day before the loan is made or the outstanding loan balance on the
day the loan is made (ii) the greater of 50% of the Surrender Value or
$10,000 or (iii) 90% of the Surrender Value less any outstanding loans.
The minimum loan amount is $1,000. You must file a written loan
application which must be approved by the Company.

When a loan is made, an amount equal to the loan will be withdrawn from
the Accounts and transferred to the loan account. The loan account is
part of a Fixed Account to be used as collateral for any contract loan.
If no Account is specified in your loan application, the loan will be
withdrawn pro rata from all Variable Accounts having Separate Account
Value and from the Fixed Account. Amounts transferred to the loan account
do not participate in the investment experience of the Accounts from which
they were withdrawn.

This Contract will be the sole security for the loan. We reserve the
right to limit the number of loans you may make in a contract year.

At each contract anniversary, we will compare the amount of the
outstanding loan to the amount in the loan account. We will also make
this comparison any time you repay all or part of the loan. At each such
time, if the amount of the outstanding loan (plus unpaid interest) exceeds
the amount in the loan account, we will withdraw the difference from the
Accounts and transfer it to the loan account. If the amount in the loan
account exceeds the amount of the outstanding loan, we will withdraw the
difference from the loan account and transfer it to the Accounts in
accordance with your current Premium payment Allocation. However, we
reserve the right to require transfer to the Fixed Account if the amount
was transferred from the Fixed Account to establish the loan.

Interest on any loan will be at an effective annual contract loan rate of
6% in arrears.

Amounts in the loan account will earn interest at a minimum guaranteed
effective annual interest rate of 3% per year. We may declare from time
to time higher current interest rates. Different current interest rates
may be applied to the loan account than the Fixed Account.

4
<PAGE> 5

Principal and interest must be paid in substantially level quarterly
payments for a 5-year period or if the loan is used to acquire your
principal residence for a 10 year period, but not beyond the year in which
you attain age 702. You are allowed a 31-day grace from the installment
due date. If a quarterly installment is not received within the 31 day
grace period, a deemed distribution of the entire amount of the
outstanding principal, interest due, and any applicable charges under this
Contract, including any withdrawal charge, will be made. This deemed
distribution may be subject to income and penalty tax under the Code and
may adversely affect the treatment of the Contract under Section 403(b).

If not repaid, loans will automatically reduce the amount of any Death
Benefit Proceeds, the amount payable upon a partial or full withdrawal of
the Contract and the amount applied on the Annuity Commencement Date to
provide annuity payments.

If the Contract loan at any time exceeds the Surrender Value of the
Contract, we will mail a notice to your last known address. If the excess
amount is not paid to us within 60 days after mailing of the notice, this
Contract will terminate without value.

General Provisions Any refund of premiums (other than those attributable
to excess contributions) will be applied, before the close of the calendar
year following the year of refund, toward the payment of future premiums
or the purchase of additional benefits.

The language of this Endorsement supersedes and controls any conflicting
language in the remainder of the Contract to which the Endorsement is
attached.

The Company retains the right to further amend the Contract at any time
without the consent of the Contract Owner as necessary to conform with
changes in the Internal Revenue Code and regulation or rulings related
thereto.

This Contract shall be subject to and interpreted in conformity with the
provisions, terms and conditions of the tax sheltered annuity plan
documents of which this Contract is a part, if any, and the terms and
condition of section 403 (b) of the Code, and with the terms and condition
of section 403(b) of the code without limitation, the Employee Retirement
Income Security Act of 1974, as amended, if applicable, as determined by
the plan administrator or other designated plan fiduciary, or if none, by
you. We shall be under no obligation either (a) to determine whether any
contribution, distribution, loan or transfer under the Contract complies
with the provisions terms and conditions of such plan, applicable law or
this Endorsement, or (b) to administer such plan including, without
limitation, any provision required by the Retirement Equity Act of 1984.

BANKERS LIFE INSURANCE COMPANY OF NEW YORK

SECRETARY

5
<PAGE> 6

BANKERS LIFE INSURANCE COMPANY OF NEW YORK
ENDORSEMENT FOR INDIVIDUAL RETIREMENT ANNUITY

This endorsement applies only if the application states this Contract is
an Individual Retirement Annuity (IRA).

This Contract is issued as an Individual Retirement Annuity under Section
408(b) of the Internal Revenue Code. To qualify, your Contract must meet
the following requirements:

1. You may not change ownership of this Contract at any time.

2. Your entire interest in the Contract is nonforfeitable. It is
established for the exclusive benefit of you or your beneficiaries.

3. Your Contract is not transferable and may not be used as security for a
loan.

4. You must be the Annuitant and no joint owner or contingent owner is
permitted.

5. You must begin taking distributions no later than April 1 of the
calendar year following the calendar year in which you attain age 70 1/2
over (a) your life or the lives of you and your designated beneficiary
or (b) a period certain not extending beyond your life expectancy, or
the joint and last survivor expectancy of you and your designated
beneficiary. You must receive additional minimum distributions by
December 31 for each year after the calendar year you attain age 70 1/2.
Payments must be made in periodic payments at intervals of no longer
than one year. In addition, payments must be either non-increasing or
they may increase only as provided in Q&A F-3 of Section 1.401(a)(9)-1
of the Proposed Income Tax Regulations.

All distributions made under the Contract shall be in accordance with the
requirements of Section 401(a)(9) of the Code, including the incidental
death benefit requirements of Section 401(a)(9)(G) of the Code, and the
regulations thereunder, including the minimum distribution incidental
benefit requirement of Section 1.401(a)(9)-2 of the Proposed Income Tax
Regulations.

If you do not elect otherwise by written request, we will begin making
payments up to four months before April 1 of the calendar year following
the year in which you attain age 70 1/2 under a partial withdrawal option
that complies with the minimum distribution regulations adopted pursuant
to Section 408(b)(3) of the Internal Revenue Code. You may elect that we
pay you the Surrender Value no later than April 1 of the calendar year
following the year in which you attain age 70 1/2 or that the Surrender Value
be applied by that date to an annuity option that complies with the
regulations referenced above.

In addition to meeting the distribution requirements referenced above,
payments under a partial withdrawal option or an annuity option must also
comply with the minimum distribution

1
<PAGE> 7

incidental benefit (MDIB) requirements applicable to IRAs. The amount to be
distributed each year beginning with the first calendar year for which
distributions are required and then for each succeeding calendar year shall not
be less than the quotient obtained by dividing the owner's benefit by the lesser
of (1) the applicable life expectancy, or (2) if your spouse is not the
designated beneficiary, the applicable divisor determined from the table set
forth in Q&A-4 of Section 1.401(a)(9)-2 of the Proposed Income Tax Regulations.
Distributions after your death shall be calculated using the applicable life
expectancy as the relevant divisor without regard to Section 1.401(a)(9)-2 of
the Proposed Income Tax Regulations. This MDIB rule may increase the amount of
your payments. If we are required to make a distribution to you at year end
because payments made to you during the calendar year are insufficient to meet
MDIB requirements for this Contract, we will waive any withdrawal charge that
might otherwise be applicable.

You may satisfy the minimum distribution requirements applicable to two or
more IRAs by receiving a distribution from one IRA equal to the amounts
required to satisfy the minimum distribution requirement for all your
IRAs, as described in more detail in IRS Notice 88-38, 1988 1-C.B.524.

Life expectancy is computed by use of the expected return multiples in
Tables V and VI of Section 1.72-9 of the Income Tax Regulations. Unless
otherwise elected by you by the time distributions are required to begin,
life expectancy shall be recalculated annually. Such election shall be
irrevocable and shall apply to all subsequent years. The life expectancy
of a non-spouse beneficiary may not be recalculated. Instead, life
expectancy will be calculated using the attained age of such beneficiary
during the calendar year in which you attain age 70 1/2 and payments for
subsequent years shall be calculated on such life expectancy reduced by
one for each calendar year which has elapsed since the calendar year life
expectancy was first calculated.

6. In the event of your death, your entire interest in this Contract must
be distributed in conformity with the regulations described below and
the contract's provisions relating to the death of the Annuitant/Owner
are changed to the extent necessary to conform with those regulations.

If you die before the entire interest is distributed, the following
distribution provision shall apply:

a. If you die after distribution of your interest has commenced, the
remaining portion of such interest will continue to be distributed at
least as rapidly as under the method of distribution being used prior
to your death.

b. If you die before distribution of interest commences, your entire
interest will be distributed in accordance with one of the following
four provisions:

(1) Your entire interest will be paid by December 31 of the calendar
year containing the fifth anniversary of your death, OR

2
<PAGE> 8

(2) If your interest is payable to a beneficiary designated by you
and you have not elected (1) above, then your entire interest will
be distributed over the life or over a period certain not greater
than the life expectancy of the designated beneficiary commencing
on or before December 31 of the calendar year immediately following
the calendar year of your death. A designated beneficiary may
elect at any time to receive greater payments, OR

(3) If your designated beneficiary is your surviving spouse, your
spouse may elect to receive equal or substantially equal payments
over the life or life expectancy of the surviving spouse commencing
at any date prior to the later of (i) December 31 of the calendar
year immediately following the calendar year of your death, and
(ii) December 31 of the calendar year in which you would have
attained age 70 1/2. Such election must be made no later than the
earlier of December 31 of the calendar year containing the fifth
anniversary of your death or the date distributions are required to
begin pursuant to the preceding sentence. The surviving spouse may
accelerate these payments at any time, i.e., increase the frequency
or amount of such payments, OR

(4) If your designated beneficiary is your surviving spouse, your
spouse may treat the annuity as his or her own individual
retirement arrangement. This election will be deemed to have been
made if your surviving spouse makes a regular IRA contribution to
the annuity, makes a rollover to or from such annuity, or fails to
elect any of the above three provisions.

Life expectancy is computed by use of the expected return multiples and
Tables V and VI of Section 1.72-9 of the income tax regulations. For
purposes of distributions beginning after your death unless otherwise
elected by your surviving spouse by the time distributions are required to
begin, life expectancy shall be recalculated annually. Such election
shall be irrevocable by the surviving spouse and shall apply to all
subsequent years. In the case of any other beneficiary, life expectancy
shall be calculated using the attained age of such beneficiary during the
calendar year in which distributions are required to begin pursuant to
this section, and payments for any subsequent calendar year shall be
calculated based on such life expectancy reduced by one for each calendar
year which has elapsed since the calendar year life expectancy was first
calculated.

Distributions under paragraph 6 are considered to have begun if
distributions are made on account of your attaining your required
beginning date or, if prior to the required beginning date, distributions
irrevocably commence over a period permitted and in an annuity form
acceptable under Section 1.401(a)(9) of the Regulations.

7. Except in the case of a rollover contribution (as permitted by Sections
402(c), 403(a)(4), 403(b)(8) or 408(d)(3), or a contribution made in
accordance with the terms of a Simplified Employee Pension (SEP) as
described in Section 408(k) no contributions will be accepted unless
they are in cash and the total contributions under Sections 219(b) and
408(o) shall not exceed $2,000 for any taxable year.

3
<PAGE> 9

Any refund of premiums (other than those attributable to excess
contributions) will be applied, before the close of the calendar year
following the year of refund, toward the payment of future premiums or
the purchase of additional benefits.

8. You will have the sole responsibility for determining that
contributions, transfers and distributions under this Contract comply
with the Code and this Endorsement.

BANKERS LIFE INSURANCE COMPANY OF NEW YORK

SECRETARY

4
<PAGE> 10

BANKERS LIFE INSURANCE COMPANY OF NEW YORK
QUALIFIED PLAN ENDORSEMENT

This rider is part of and amends the Flexible Premium Deferred Annuity
Contract (Contract) to which it is attached. This Contract is issued to
or purchased by a trustee of a pension or profit-sharing plan intended to
qualify under section 401 (a) of the Internal Revenue Code of 1986, as
amended (the "Code"). The following provisions apply and replace any
contrary Contract Provisions.

1. Except as allowed by the qualified pension or profit-sharing plan of
which this Contract is a part, the Contract may not be transferred,
sold, assigned, discounted or pledged, either as collateral for a
loan or as security for the performance of an obligation or for any
other purpose, to any person other than us.

2. This Contract shall be subject to the provisions, terms and conditions
of the qualified pension or profit-sharing plan of which the Contract
is a part. Any payment, distribution or transfer under this Contract
shall comply with the provisions, terms, and conditions of such plan
as determined by the plan administrator, trustee or other designated
plan fiduciary. We shall be under no obligation either (a) to
determine whether any such payments, distribution or transfer
complies with the provisions, terms and conditions of such plan or
with applicable laws, or (b) to administer such plan, including
without limitation, any provisions required by the Retirement Equity
Act of 1984.

3. Notwithstanding any provisions to the contrary in this Contract or
the qualified pension or profit-sharing plan of which this Contract
is a part, we reserve the right to amend or modify this Contract or
Rider to the extent necessary to comply with any law, regulation,
ruling or other requirement deemed by the Company to be necessary to
establish or maintain the qualified status of such pension or
profit-sharing plan.

Except as otherwise set forth above, this Endorsement is subject to the
exclusions, definitions and provisions of the Contract.

BANKERS LIFE INSURANCE COMPANY OF NEW YORK

SECRETARY

<PAGE> 11

BANKERS LIFE INSURANCE COMPANY OF NEW YORK
UNISEX RIDER

This rider is issued as part of the Contract to which it is attached. The
Date of Issue and the Contract Date applicable to this rider is the same
as that of the Contract. Except where this rider provides otherwise, it
is subject to all conditions and limitations of such Contract.

The Misstatement of Age and Sex provision of this Contract is amended by
the substitution of the following:

MISSTATEMENT OF AGE

If the age of the Annuitant has been misstated, the amount of the annuity
payable by the Company shall be that provided by the number of
Accumulation Units allocated to affect such annuity on the basis of the
corrected information without changing the date of the first payment of
such annuity.

Any under-payment by the Company shall be made up immediately and any
over-payment shall be charged against future amounts becoming payable.

BANKERS LIFE INSURANCE COMPANY OF NEW YORK

SECRETARY

<PAGE> 1
EXHIBIT 5

[BANKERS LIFE INSURANCE COMPANY OF NEW YORK LOGO]

Application to Bankers Life Insurance Company of New York
A Member of the Indianapolis Life Group of Companies

(Any person who knowingly and with intent to defraud any insurance company or
other person files an application for insurance containing any materially false
information or conceals for the purpose of misleading, information concerning
any fact material thereto commits a fraudulent insurance act, which is a crime.)

CWA: POLICY #

A. ANNUITANT
- -------------------------------------------------------------------------------

Last Name First Name Middle or Initial
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
Residence Address City State Zip County
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

Issue Age Sex Birth Date Birth State Soc. Sec. Number Phone Number
- -------------------------------------------------------------------------------
( )
- -------------------------------------------------------------------------------

Joint Annuitant: Last Name First Name Middle or Initial
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

<TABLE>
<S> <C>
B. OWNER
- ------------------------------------------------------------------------------------------------------------------------------
Owner Last Name (if other than Annuitant) First Name Middle or Initial Relationship to Annuitant
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Joint Owner (if any) First Name Middle or Initial Relationship to Annuitant
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Address City State Zip County
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Owner's Date of Birth Sex Soc. Sec. or Tax ID No. Joint Owner's Date of Birth Soc. Sec. or Tax ID No.
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Beneficiary: Last Name First Name Middle or Initial
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
PRIMARY BENEFICIARY FOR DEATH BENEFIT (Print full name, date of birth, relationship and date of trust, if applicable)
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
CONTINGENT BENEFICIARY
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

VIS-CHOICE-97 BL

<PAGE> 2

===============================================================================
C. REPLACEMENT INFORMATION (completion of this section is required)
- -------------------------------------------------------------------------------
Is the annuity applied for intended to replace or change another
annuity or life insurance policy? [ ] YES [ ] NO

Company Name Policy No.
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
(if required, replacement forms must accompany this application)
===============================================================================
D. CHOICE SELECTIONS (completion of this section is required)
- -------------------------------------------------------------------------------
I. WITHDRAWAL CHARGE CHOICE

a. [ ] Date of Issue Withdrawal Charge Option

b. [ ] Date of Premium Payment Withdrawal Charge Option

II. IF INITIAL PREMIUM IS $100,000 OR MORE, PLEASE
ELECT ONE OF THE FOLLOWING FREE

WITHDRAWAL CHOICES:

a. [ ] Cumulative 10% Option

b. [ ] Earnings Option
===============================================================================
E. PLAN TYPE [ ] Non-Qualified [ ] Non-Qualified (complete below)
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
[ ] IRA Tax Year: ____________ [ ] IRA Rollover [ ] IRA Transfer

[ ] SEP [ ] SIMPLE IRA [ ] ROTH IRA

[ ] 403(b) [ ] 401(a) Type: ____________ [ ] 401(k)

[ ] HR-10 [ ] Other:
--------------------------------
</TABLE>
===============================================================================
F. SUBSEQUENT BILLING INFORMATION (if any)
- -------------------------------------------------------------------------------
PAYOR (if other than owner) PREMIUM AMOUNT TO BE BILLED
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
PREMIUMS PAYABLE: [ ] Single Premium [ ] Annual [ ] Semi-Annual
[ ] Quarterly [ ] Monthly

BILLING FORM: [ ] EFT [ ] Premium Notice [ ] List Bill
[ ] Other:
--------------------------------
</TABLE>
===============================================================================
G. PREMIUM ALLOCATION
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
IL ANNUITY AND INSURANCE COMPANY ROYCE CAPITAL FUND
____% Fixed Account ____% Micro-Cap Portfolio

ALGER AMERICAN FAMILY OF FUNDS SAFECO RESOURCE SERIES TRUST
____% Midcap Growth Portfolio ____% Equity Portfolio
____% Small Capitalization Portfolio ____% Growth Portfolio

FIDELITY VIP AND VIP FUND II SOGEN VARIABLE FUNDS, INC.
____% Asset Manager Portfolio ____% Overseas Variable Portfolio
____% Contrafund Portfolio
____% Index 500 Portfolio T. ROWE PRICE FIXED INCOME SERIES, INC.
____% Investment Grade Bond Portfolio ____% Limited-Term Bond Portfolio
____% Equity-Income Portfolio
____% Growth Portfolio T. ROWE PRICE INTERNATIONAL SERIES, INC.
____% Money Market Portfolio ____% International Stock Portfolio

OCC ACCUMULATION TRUST VAN ECK WORLDWIDE INSURANCE TRUST
____% Managed Portfolio ____% Worldwide Hard Assets Portfolio
____% Small Cap Portfolio

Expected Initial Premium Amount: $ ____________________ 100% TOTAL PREMIUM ALLOCATION

</TABLE>
VIS-CHOICE-97 BL

<PAGE> 3

===============================================================================
H. AUTOMATIC ACCOUNT REBALANCING (will reduce the Guaranteed Living
Benefit, if elected.)
- -------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
[ ] YES [ ] NO Allocations are based on the current premium allocation

If yes, Automatic Account rebalancing mode: [ ] Monthly [ ] Quarterly [ ] Semi-Annually [ ] Annually

=================================================================================================================================
I. DOLLAR COST AVERAGING (will reduce the Guaranteed Living Benefit, if elected)
- ---------------------------------------------------------------------------------------------------------------------------------

[ ] Transfer from: _______________________________Transfer amount: ($ or %) ________________________ beginning on _________
Portfolio (if Fixed Account, maximum is 20% per year) Date
</TABLE>

[ ] MONTHLY [ ] QUARTERLY TO:
<TABLE>
<CAPTION>
Portfolio Amount or Percentage Portfolio Amount or Percentage
<S> <C> <C> <C>
- ------------------------- ----------------------------- ---------------------- -----------------------------
- ------------------------- ----------------------------- ---------------------- -----------------------------
- ------------------------- ----------------------------- ---------------------- -----------------------------
</TABLE>

===============================================================================
J. INTEREST SWEEP FROM FIXED ACCOUNT (quarterly only)
- -------------------------------------------------------------------------------
[ ] PLEASE TRANSFER INTEREST EARNED IN MY FIXED ACCOUNT TO:

<TABLE>
Portfolio Amount or Percentage Portfolio Amount or Percentage
<S> <C> <C> <C>
- ------------------------- ----------------------------- ---------------------- --------------------------
- ------------------------- ----------------------------- ---------------------- --------------------------
- ------------------------- ----------------------------- ---------------------- --------------------------
</TABLE>

===============================================================================
K. TELEPHONE TRANSFER AUTHORIZATION
- -------------------------------------------------------------------------------
[ ] I (we) hereby authorize and direct Bankers Life Insurance Company of New
York to accept telephone instructions from any person who can furnish proper
identification to make transfers among Fixed and Variable Accounts, change the
premium allocation of future investments; and change interest sweep, automatic
account balancing, or dollar-cost averaging options. I (we) agree to hold
harmless and indemnify Bankers Life Insurance Company of New York, IL
Securities, Inc., and their affiliates, and their directors, trustees, officers,
employees and agents from any losses arising from such instructions.

===============================================================================
L. ACKNOWLEDGEMENT
- -------------------------------------------------------------------------------

By signing below, the owner understands that:

A. The annuity value may increase or decrease depending on the contract's
investment results;
B. The minimum cash value of the variable accounts is not
guaranteed;
C. This annuity is a long term commitment to meet insurance and
financial goals;
D. The variable annuity applied for is not unsuitable for the owner's insurance
investment objectives, financial situation and needs; and E. The Owner
acknowledges receipt of the most recent prospectus.

NOTICE: The Owner agrees that to the best of his/her knowledge and belief, all
statements and answers in this application are complete and true. It is further
agreed that these statements and answers will become a part of any contract to
be issued. No representative is authorized to modify this agreement or waive any
of Bankers Life's rights or requirements. If Bankers Life makes a change in the
space designated "Do not write in this space" in order to correct any apparent
errors or omissions, it will be approved by acceptance of this contract;
however, any material changes must be accepted in writing by the Owner.

<TABLE>
<S> <C>
I have read and understand the Acknowledgement and Notice. [ ] Please send Statements of Additional Information.
</TABLE>

VIS-CHOICE-97 BL
<PAGE> 4
<TABLE>
<CAPTION>
====================================================================================================================================
M. SIGNATURES
- ------------------------------------------------------------------------------------------------------------------------------------
THE TAXPAYOR IDENTIFICATION NUMBERS SHOWN ON THIS FORM ARE CORRECT (OR THAT I
AM WAITING FOR A NUMBER TO BE ISSUED TO ME).

Dated at ___________________________________________________ this ________________________ day of __________________________________
(City, State)
<S> <C>

(X) _____________________________________________________________________ (X) _________________________________________________
Signature of Proposed Annuitant Signature of Joint Annuitant (If applicable)

(X) _____________________________________________________________________ (X) _________________________________________________
Signature of Owner (If other than annuitant) Signature of Joint Owner (If applicable)

(X) _____________________________________________________________________ (X) _________________________________________________
Signature of Registered Representative Printed Name of Broker-Dealer

(X) _____________________________________________________________________ (X) _________________________________________________
Printed Name of Registered Representative Registered Representative Number

====================================================================================================================================
</TABLE>

REGISTERED REPRESENTATIVE/AGENT CERTIFICATION

By signing this application, the Registered Representative/Agent certifies that:

a. The questions contained in this application were asked of the Owner and the
answers duly recorded, that this application is complete and true to the
best of my knowledge and belief; and

b. I am an NASD registered representative and am state licensed for variable
annuity contracts where this application is written and delivered; and

c. To the best of my knowledge and belief, the annuity applied for [ ] does
[ ] does not involve replacement of life insurance or annuities. If
replacement is involved, submit Replacement Statement(s) if required.

DO NOT WRITE IN THIS SPACE

Please send this application to:

<TABLE>
<S> <C>
REGULAR MAIL OVERNIGHT MAIL
Bankers Life Insurance Company of New York Bankers Life Insurance Company of New York
P.O. Box 29163 12900 Metcalf Ave. Ste 200
Overland Park, KS 66201 Overland Park, KS 66213-2620
</TABLE>

[BANKERS LIFE INSURANCE COMPANY OF NEW YORK]

VIS-CHOICE-97 BL

<PAGE> 1
EXHIBIT 6(a)

I, Margaret M. McKinney, Secretary of Bankers Life Insurance
Company of New York, do hereby certify that the attached is a true copy of
the Charter of Bankers Life Insurance Company of New York as last amended
and adopted by Special Meeting of Shareholders on September 12, 1995 and
by the Board of Directors by Written Consent on September 20, 1995.

Witness my hand and the seal of said Corporation on this 23rd
day of March, 1998.

/s/ Margaret M. McKinney

Margaret M. McKinney
Secretary

<PAGE> 2

AMENDED AND RESTATED CHARTER
OF
BANKERS LIFE INSURANCE COMPANY OF NEW YORK
UNDER SECTIONS 805 AND 807 OF THE NEW YORK BUSINESS CORPORATIONS ACT AND
SECTION 1206 OF THE INSURANCE LAW

1. The name of the corporation is Bankers Life Insurance Company of
New York. The corporation was incorporated under the name of
The Gotham Life Insurance Company of New York.

2. The Declaration and Charter were filed in the office of the
Superintendent of Insurance of the State of New York on the 17th
day of April 1958.

3. This Amended and Restated Charter amends the Declaration and
Charter in its entirety. The text of the Charter is hereby
amended and restated to read as herein set forth in full.

CHARTER

ARTICLE 1 Identification

1.01 The name of the corporation is Bankers Life Insurance Company
of New York.

ARTICLE II Purpose and General Powers

The purposes for which the corporation is formed are:

2.01 To qualify, engage in, promote, and conduct business as a life
insurance company pursuant to the Insurance Law of the State of New
York and, as such, to make and sell the kinds of insurance and
reinsurance relating to persons as specified in Paragraphs 1, 2 and 3
of Chapter 28, Article 11, Section 1113 of the Insurance Law, as
follows:

(1) "Life insurance," means every insurance upon the lives of
human beings, and every insurance appertaining thereto,
including the granting

Page 1
<PAGE> 3

of endowment benefits, additional benefits in the event of death by
accident, additional benefits to safeguard the contract from lapse,
accelerated payments of part or all of the death benefit or a special
surrender value upon diagnosis (A) of terminal illness defined as a
life expectancy of twelve months or less, or (B) of a medical
condition requiring extraordinary medical care or treatment
regardless of life expectancy, or provide a special surrender value,
upon total and permanent disability of the insured, and optional
modes of settlement of proceeds. "Life insurance" also includes
additional benefits to safeguard the contract against lapse in the
event of unemployment of the insured. Amounts paid the insurer for
life insurance and proceeds applied under optional modes of
settlement or under dividend options may be allocated by the insurer
to one or more separate accounts pursuant to section four thousand
two hundred forty of this chapter.

(2) "Annuities," means all agreements to make periodical
payments for a period certain or where the making or
continuance of all or some of a series of such payments, or the
amount of any such payment, depends upon the continuance of
human life, except payments made under the authority of
paragraph one hereof. Amounts paid the insurer to provide
annuities and proceeds applied under optional modes of
settlement or under dividend options may be allocated by the
insurer to one or more separate accounts pursuant to section
four thousand two hundred forty of this chapter.

(3) "Accident and health insurance," means (i) insurance
against death or personal injury by accident or by any specified
kind or kinds of accident and insurance against sickness,
ailment or bodily injury, including insurance providing
disability benefits pursuant to article nine of the workers'
compensation law, except as specified in item (ii) hereof; and
(ii) non-cancelable disability insurance, meaning insurance
against disability resulting from sickness, ailment or bodily
injury (but excluding insurance solely against accidental
injury) under any contract which does not give the insurer the
option to cancel or otherwise terminate the contract at or after
one year from its effective date or renewal date.

2.02 To do such other business as a stock life insurance company now
is or hereafter may be permitted to do under the Insurance Law,
and for which the corporation shall have the required capital
and surplus.

ARTICLE III Terms of Existence

Page 2
<PAGE> 4

3.01 The period during which the corporation shall continue is
perpetual.

ARTICLE IV Principal Office

4.01 The principal office of the corporation shall be located in the
County of Nassau, State of New York.

ARTICLE V Capital and Authorized Shares

5.01 The amount of capital of this corporation shall be Two Million
Two Thousand Three Hundred Five and no/100 Dollars ($2,002,305.00) to
consist of Four Thousand Six Hundred and Three (4,603) shares of one
class of the par value of Four Hundred Thirty Five and no/100 Dollars
($435.00) each.

ARTICLE VI Terms of Authorized Shares

6.01 All shares are of one and the same class with equal rights,
privileges, powers, obligations, liabilities, duties and
restrictions. Such shares may be issued for cash or property,
tangible or intangible at such price and amount per share as may be
determined by the board of directors.

6.02. The shareholders shall be entitled to receive dividends out
of the unreserved and unrestricted earned surplus of the corporation
when and as declared by the board of directors and as approved by the
Superintendent of Insurance. All such declarations of dividends
shall comply with the provisions of the Insurance Law.

6.03 The board of directors may permit its policyholders from time
to time to participate in the profits of its operations through the
payment of dividends to policyholders. For the purpose of carrying
into effect any such provision, the board of directors may from time
to time make reasonable classifications of policies. Every such
classification of risks shall be approved with the Superintendent of
Insurance as fair and equitable and not unfairly discriminatory.

6.04 In the event of voluntary or involuntary dissolution of the
corporation, the shareholders shall be entitled, after payment of all
debts and liabilities of the corporation, to share equally in the
remaining assets of the corporation.

ARTICLE VII Voting Rights

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<PAGE> 5

7.01 Every shareholder shall have the right, at every shareholders'
meeting, to vote one vote for each share outstanding in his name on
the books of the corporation.

ARTICLE VIII Directors and Officers

8.01 The directors shall manage, control and conduct the business and
affairs of the corporation and shall exercise all such powers of the
corporation and do all such lawful acts and things necessary or
expedient in the control and management thereof, as are not by
statute directed or required to be exercised or done by the
shareholders. The directors may adopt such rules and regulations for
the conduct of their meeting and the management of the corporation as
they deem proper, not inconsistent with the Constitution or laws of
the State of New York or of the United States.

8.02 The number of directors of the corporation shall be not less
than nine (9) and not more than thirteen (13). The specific number
of directors to be elected for each ensuing year shall be determined
by the board of directors, provided however, that the number of
directors shall be 13 within one year following the end of the
calendar year in which the corporation exceeded five hundred million
dollars in admitted assets. A director must be at least eighteen
years of age. A majority of the directors shall be citizens and
residents of the United States and not less than three shall be
residents of the State of New York. The number of directors shall in
no case be less than the minimum number of directors required under
the Insurance Law to organize a corporation of this character. Each
director shall be elected for a term of one year and until his
successor is duly elected and qualified, unless sooner removed as
provided for by applicable laws. A vacancy in the membership of the
board of directors caused by death, retirement, resignation, or
disqualification, shall be filled by a majority vote of the remaining
members of the board for the unexpired term of such directorship.

8.03 The board of directors establish one or more committees
comprised solely of directors who are not officers or employees of
the company or of any entity controlling, controlled by, or under
common control with the company and who are not beneficial owners of
a controlling interest in the voting stock of the company or any
such entity. Such committee or committees shall have responsibility
for recommending the selection of independent certified public
accountants, reviewing the company's financial condition, the scope
and results of the independent audit and any internal audit,
nominating candidates for director for election by shareholders or
policyholders, evaluating the performance of officers deemed by such
committee or committees to be principal officers of the company and
recommending to the board of directors the selection and

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<PAGE> 6

compensation of such principal officers and recommending to its board of
directors any plan to issue options to its officers and employees for the
purchase of shares of stock.

ARTICLE IX INDEMNIFICATION

9.01 (a) To the extent not prohibited by applicable law, the Company
shall indemnify and hold harmless any person who was or is a party,
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a
director, officer or employee of the Company, or who is or was
serving at the request of the Company as a director, officer or
employee of another corporation, partnership, joint venture, trust or
other enterprise or entity, from and against any and all liability
and expenses (including attorney's fees), judgments, fines and amount
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed
to the best interest of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful.

(b) To the extent not prohibited by applicable law, the Company
shall indemnify and hold harmless any person who was or is a party,
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the company to procure
a judgment in its favor by reason of the fact that he is or was a
director, officer or employee of the Company, or who is or was
serving at the request of the Company as a director, officer or
employee of another corporation, partnership, joint venture, trust or
other enterprise or entity, from and against any expenses (including
attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if
he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to the best interests of the Company and except
that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to
the Company, unless, and only to the extent that the court in which
such action or suit was brought shall determine upon application
that, despite the adjudication of liability, but in view of all the

Page 5
<PAGE> 7

circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem
proper.

(c) To the extent that a director, officer or employee of the
Company or any person who is or was serving at the request of the
Company as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise or entity, has
been successful, on the merits or otherwise, in the defense of any
action, suit or proceeding referred to in paragraphs (a) and (b), or
in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorney's fees) actually and
reasonably incurred by him in connection therewith.

9.02 Determination of Right to Indemnification. Any indemnification
under paragraphs (a) and (b) of Section 9.01 (unless ordered by a
court) shall be made by the Company only as authorized in the
specific case, upon a determination that indemnification of the
director, officer or employee is proper in the circumstances because
he has met the applicable standard of conduct set forth in such
paragraphs (a) and (b). Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or
(2) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.

9.03 Advances. To the extent not prohibited by applicable law,
expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceeding, as authorized by the
Board of Directors in the specific case, upon receipt of an
undertaking by or on behalf of the director, officer or employee who
is or was serving at the request of the Company as a director,
officer or employee of another corporation, partnership, joint
venture, trust or other enterprise or entity, to repay such amount,
unless it shall ultimately be determined that he is entitled to be
indemnified by the Company as authorized in this Article of these
Bylaws.

9.04 Exclusivity. The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any agreement, resolution, vote
of stockholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director, officer or employee, or person who was
serving at the request of the Company as a director, officer or
employee of another corporation, partnership, joint venture, trust or
other enterprise or entity,

Page 6
<PAGE> 8

and shall enure to the benefit of the heirs, executors and
administrators of such a person.

9.05 Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer or employee of
the Company, or who is or was serving at the request of the Company
as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise or entity,
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not
the Company would have the power to indemnify him against such
liability under the provisions of this Article of these Bylaws or
otherwise.

ARTICLE X PROVISIONS FOR REGULATION OF BUSINESS AND CONDUCT OF
AFFAIRS OF CORPORATION

10.01 The annual meeting of the shareholders shall be held on the
second Thursday of May of each year at a time and place within or
without the state of New York as may be specified in the bylaws or
the respective notices or waivers of notice thereof. At such
meeting, the shareholders shall elect Directors and transact such
other business as shall lawfully come before them.

Other meetings of the shareholders shall be held at such time and
place, in or out of the State of New York, as specified in the bylaws
or the respective notices, or waivers of notice thereof.

Shareholders who participate through or by a means of communication
by which all shareholders participating may simultaneously hear each
other during the meeting shall be deemed to be present in person at
the meeting.

10.02 Meetings of the board of directors, regular or special, shall be
held at such place, in or out of the State of New York, as may be
specified in the bylaws or the respective notices, or waivers of
notice thereof. Directors who participate through or by a means of
communication by which all directors participating may simultaneously
hear each other during the meeting shall be deemed to be present in
person at the meeting.

10.03 Any action required or permitted to be taken in any meeting of
the shareholders or the board of directors or of any committee
thereof, may be taken without a meeting if prior to such action a
written consent thereto is signed by all shareholders or all members
of the board or of such committee, as the case may

Page 7
<PAGE> 9

be and such written consent is filed with the minutes of the
proceedings of the shareholders or of the board or committee.

10.04 The board of directors shall have power, without the assent or
vote of the shareholders, to make, alter, amend or repeal the Code of
Bylaws of the corporation, but the affirmative vote of a number of
directors equal to a majority of the number who would constitute a
full board of directors at the time of such action shall be necessary
to take any actions for the making, alterations, amendment or repeal
of the Code of Bylaws.

10.05 Subject to the limitations existing by virtue of the laws of the
State of New York, the books of account, records, documents and
papers of the corporation may be kept at any place or places within
the State of New York. Limitations on the place or places where the
books of account, records, documents and papers of the corporation
may be kept may be made from time to time by the Code of By-Laws.

10.06 Each director shall be fully protected in relying in good faith
upon (a) the books of account of the corporation, or (b) statements
prepared by any of its officers and employees as to the value and
amount of the assets, liabilities and net profits of the corporation,
or any of such items, or (c) statements of advice made by or prepared
by any officer or employee of the corporation or any accountant,
attorney, other person or firm, employed by the corporation to render
advice or service.

10.07 The board of directors is hereby specifically authorized to
make provision for reasonable compensation to its members for their
service as directors, and to fix the basis and conditions upon which
such compensation shall be paid. Any director may also serve the
corporation in any other capacity and receive compensation therefor
in any form.

10.08 The General Assembly of the State of New York has expressly
reserved the right to alter, amend, or repeal the New York Business
Corporations Act and the New York Insurance Law and the corporation
is hereby declared to be subject to such reserved right. The
corporation reserves the right to alter, amend or repeal any
provision contained in this Charter in the manner now or hereafter
prescribed by the provision of the Business Corporations Act, the New
York Insurance Law or any other pertinent enactment of the General
Assembly of the State of New York; and all rights and powers
conferred hereby on shareholders, directors and officers of the
corporation are subject to such reserved right.

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<PAGE> 10

IN WITNESS WHEREOF, this Corporation has caused this Certificated to
be executed by its President, attested by its Secretary, this 20th
day of September, 1995.

Attested by:

/s/ Margaret M. McKinney /s/ Stephen J.Shorrock
- ------------------------- ------------------------
Margaret M. McKinney Stephen J. Shorrock
Secretary President

Page 9
<PAGE> 11

CERTIFICATION

Indianapolis Life Insurance Company, Indianapolis, Indiana, being
the holder of record of all the outstanding shares of the common capital
stock of Bankers Life Insurance Company of New York and being entitled to
vote with relation to the proceeding provided for in this Amended and
Restated Charter, does hereby certify that the Amended and Restated
Charter was authorized by a vote of the shareholder of all outstanding
shares entitled to vote thereon at a duly called and held Shareholders'
Meeting.

In witness whereof, Indianapolis Life Insurance Company has caused
this Amended and Restated Charter to be executed by its President and
attested by its Secretary this 20th day of September, 1995.

Indianapolis Life Insurance Company

By: /s/ Larry R. Prible
---------------------
Larry R. Prible
President and Chief Executive Officer

ATTEST:

/s/ Margaret M. McKinney
- --------------------------
Margaret M. McKinney
Secretary

(CORPORATE SEAL)

Page 10
<PAGE> 12

VERIFICATION

STATE OF INDIANA )
)

COUNTY OF MARION )

On the 20th day of September, 1995, before me came Larry R. Prible
and Margaret M. McKinney, to me known, whom being duly sworn, did depose
and say that they are the President and Secretary, respectively, of
Indianapolis Life Insurance Company which executed the foregoing
instrument; that they know the seal of said Corporation; that the seal
affixed to said instrument is such Corporate Seal; that it was so affixed
by order of the Corporation and that they signed their names thereto by
like order.

/s/ Teresa L.Pounds
---------------------------
Notary Public

County of Residence: Marion

My Commission Expires: August 24, 1999

This instrument prepared by Margaret M. McKinney, Attorney at Law, 2960
North Meridian Street, Indianapolis, IN 46208, (317) 927-6500.

<PAGE> 1
EXHIBIT 6(b)

I, Margaret M. McKinney, Secretary of Bankers Life Insurance
Company of New York, do hereby certify that the attached is a true copy of
the By-Laws of Bankers Life Insurance Company of New York as last amended
and adopted by the Board of Directors by Written Consent on September 20,
1995.

Witness my hand and the seal of said Corporation on this 23rd
day of March, 1998.

/s/ Margaret M. McKinney
------------------------
Margaret M. McKinney
Secretary

<PAGE> 2

AS AMENDED SEPTEMBER 12, 1995

CODE OF BYLAWS

BANKERS LIFE INSURANCE COMPANY OF NEW YORK

ARTICLE I - IDENTIFICATION

1.01 The name of the corporation is Bankers Life Insurance Company of
New York. The principal place of business is Nassau County, New York.

1.02 The fiscal year of the corporation shall be January 1 through
December 31 of each year until changed by resolution of the board of
directors of the corporation.

1.03 The seal of the corporation shall be circular in form and
contain the name of the corporation, the year of its incorporation and the
words "Corporate Seal, New York."

ARTICLE II - CAPITAL STOCK

2.01 Certificates for shares of the corporation shall be issued to a
subscriber by the secretary of the corporation when proper consideration
has been paid therefor. Each certificate shall bear the holder's name,
set forth the number and class of shares, be signed by the president and
the secretary and shall bear the corporate seal.

2.02 The shares of the corporation shall be transferred only on the
books of the corporation upon surrender of the certificate or certificates
representing the same, properly endorsed by the registered holder or by
his duly authorized attorney, such endorsement or endorsement to be
witnessed by one witness. The requirement for such witnessing may be
waived in writing upon the form of the endorsement by the president of the
corporation. The corporation shall be entitled to treat the holder of
record of any shares as the holder in fact thereof, and accordingly, shall
not be bound to recognize any equitable or other claim to, or interest in,
such shares by any person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of New York.

ARTICLE III - MEETINGS OF SHAREHOLDERS

3.01 The shareholders shall have a meeting each year to elect
directors and to transact such other business as may properly come before
the meeting. This meeting shall be called the annual meeting. The annual
meeting of the shareholders shall be held on the second Thursday of May of
each year at a time and place within or without the state of New York as
may be specified in the respective notices or waivers of notice thereof.
A written or printed notice, stating the place, day,
<PAGE> 3

and hour of the annual meeting and the purpose or purposes for which it is
called, shall be delivered or mailed by the secretary to each shareholder of
record entitled to vote at such meeting, to such address as appears upon the
records of the corporation, not fewer than ten nor more than fifty days before
the date of the meeting.

A copy of the notice of the annual meeting of shareholders, at which
directors are to be elected, shall be filed in the office of the
Superintendent of Insurance of the State of New York at least ten (10)
days before the day of such election.

3.02 Other meetings of the shareholders, called special meetings, may
be held from time to time. Special meetings may be held in or out of the
State of New York. Special meetings of the shareholders may be called by
a two-thirds vote of the entire board of directors, or by the shareholders
as provided by law. A written or printed notice, stating the place, day,
and hour of the special meeting and the purpose or purposes for which it
is called, shall be delivered or mailed by the secretary to each
shareholder of record entitled to vote at such meeting, to such address as
appears upon the records of the corporation, not less than ten (10) days
before the date of the special meeting (unless longer notice is required
by law). No business other than that specified in the notice shall be
considered at any such meeting except upon unanimous consent of all
shareholders entitled to notice of the special meeting.

3.03 Notice of any meeting of the shareholders may be waived in
writing by a shareholder if the waiver sets forth in reasonable detail the
purpose or purposes for which the meeting is called and the time and place
thereof. Attendance at any meeting, in person or by proxy, shall
constitute a waiver of notice of such meeting.

3.04 Except as may be otherwise provided in the Charter, every
shareholder shall have the right at all meetings of the shareholders to
one vote for each share standing in his name on the books of the
corporation.

A shareholder may vote either in person or by a proxy appointed in
writing by the shareholder or his duly authorized attorney-in-fact. No
proxy shall be valid after eleven months for the date of its execution
unless a longer time is expressly provided therein.

No proxy shall be effective or eligible to be voted at any meeting
unless the same shall have been filed with the secretary of the
corporation thirty (30) days or more before the annual meeting or any
special meeting of shareholders at which the proxies are to be used;
provided, however, in case any meeting of shareholders is adjourned to
some future date, as referred to in this Section, any proxies filed with
the secretary thirty (30) days or more before the date on which any such
adjourned meeting is to be held shall be eligible and effective to be
voted there at.

Shares of the corporation standing in the name of another corporation
may be voted by such officer, agent, or proxy as the board of directors of
such other corporation may appoint, or as the bylaws of such other
organization may prescribe.

<PAGE> 4

3.05 At any meeting of shareholders, a majority of the shares
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum. The act of a majority of the shares represented at
any meeting of shareholders at which a quorum is present shall be the act
of the shareholders.

If a quorum shall not be present in person or represented by proxy
authorized and eligible to vote at any such meeting, it shall be the duty
of the shareholders present to adjourn the meeting to the 1st day of the
next succeeding month, and from day to day thereafter, until a quorum
shall be obtained. All adjourned meetings shall be held at the hour and
place set forth in notice of the meeting so adjourned. No additional
notice of any kind shall be required to be given the shareholders of any
such adjourned meeting or meetings.

If, for a period of one month after the date fixed by these by-laws
for the last annual meeting, there is a failure to elect a sufficient
number of directors to conduct the business of the corporation, the board
shall call a special meeting for the election of directors. If such
special meeting is not called by the board within two weeks after the
expiration of such period or if it is so called but there is a failure to
elect such directors for a period of two months after the expiration of
such period, holders of 10 percent of the shares entitled to vote in an
election of directors may, in writing, demand the call of a special
meeting for the election of directors specifying the date and month
thereof, which shall not be less than sixty nor more than ninety days from
the date of such written demand. The secretary of the corporation upon
receiving the written demand shall promptly give notice of such meeting,
or if he fails to do so within five business days thereafter, any
shareholder signing such demand may give such notice. The meeting shall be
held at the place fixed in the by-laws or, if not so fixed, at the office
of the corporation. At any such special meeting called on demand of
shareholders, shareholders attending, in person or by proxy, and entitled
to vote in an election of directors shall constitute a quorum for electing
directors, but not for the transaction of any other business.

3.06 Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if, before such action, a
consent in writing, setting forth the action so taken, shall be signed by
all shareholders, and such written consent is filed with the minutes of
the proceeding of the shareholders.

3.07 The chairman of the board of directors shall preside at all
meetings of shareholders. In his absence, the president shall preside and
in the president's absence, a vice president of the corporation shall
preside. The secretary of the corporation, or in his absence, an
assistant secretary shall act as secretary of all meetings of the
shareholders. If the secretary or an assistant secretary is not present, a
temporary secretary shall be elected for that particular meeting. The
secretary of the meeting shall keep a faithful record of the proceedings
of such meetings and, if not the secretary of the corporation, shall
immediately turn over such records to the secretary of the corporation.

ARTICLE IV - THE BOARD OF DIRECTORS

4.01 The number of directors of the corporation shall be not less
than nine (9) and not more than thirteen (13) as the board shall from time
to time by resolution designate. At all times,
<PAGE> 5

not less than the larger of four or one-third of the directors shall be persons
who are not officers or employees of the corporation or of any entity
controlling or controlled by, or under common control with the corporation and
who are not beneficial owners of a controlling interest in the voting stock of
the corporation or any such entity.

A majority of the directors shall constitute a quorum for the
transaction of business as long as one member is a person who is not an
employee of the corporation or of any entity controlling or controlled by,
or under common control with the corporation and who is not a beneficial
owner of a controlling interest in the voting stock of the corporation or
any such entity

4.02 The board of directors shall each year have four regular
meetings at such time as directed by the chairman of the board at such
place as a majority of the board may designate. One of said meetings
shall be deemed the annual meeting. The annual meeting shall be held
within six months after the close of each fiscal year but after the annual
meeting of the shareholders. Other meetings of the directors, called
special meetings, may be called and held from time to time. A written or
printed notice, stating the place, day, and hour of the meeting and the
purpose or purposes for which it is called, shall be delivered or mailed
by the secretary to each director to such address as appears upon the
records of the corporation, not less than five (5) days before the date of
the meeting.

4.03 Notice of any meeting of the directors may be waived in writing
by a director if the waiver sets forth in reasonable detail the purpose or
purposes for which the meeting is called and the time and place thereof.
Attendance at any meeting, in person or by proxy, shall constitute a
waiver of notice of such meeting.

4.04 Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if, before such action, a consent
in writing, setting forth the action so taken, shall be signed by all
directors, and such written consent is filed with the minutes of the
proceeding of the board.

4.05 Each director shall be elected for a term of one year and until
his successor is duly elected and qualified, unless sooner removed as
provided for by applicable laws. In case any vacancy shall occur in the
membership of the board of directors caused by an increase in the number
of directors, the vacancy shall be filled by a majority vote of the
remaining members of the board until the next annual meeting of
shareholders. A vacancy in the membership of the board of directors
caused by death, retirement, resignation, or disqualification, shall be
filled by a majority vote of the remaining members of the board for the
unexpired term of such directorship.

4.06 The maximum age at the time of election or reelection of a
director shall be 71 years. Any director shall retire as an active
director at the annual meeting of shareholders next following his 71st
birthday.

4.07 The directors, acting as a board, shall manage, control and
conduct the business and affairs of the corporation and shall exercise all
such powers of the corporation and do all such lawful acts and things
necessary or expedient in the control and management thereof, as are not
by statute
<PAGE> 6

or by these by-laws directed or required to be exercised or done by the
shareholders. The directors may adopt such rules and regulations for the conduct
of their meeting and the management of the corporation as they deem proper, not
inconsistent with the Constitution or laws of the State of New York or of the
United States or with the Charter of this corporation. They shall provide a
suitable home office for the corporation in the State of New York and may
provide such offices elsewhere as they deem necessary. The board of directors
shall have such other powers and duties as are necessary or incident to their
office.

ARTICLE V - STANDING COMMITTEES

5.01 The standing committees of the board of directors shall consist
of an Executive Committee and an Audit Committee.

5.02 The Executive Committee shall consist of three or more
directors, one-third of whom shall be persons who are not officers or
employees of the corporation or of any entity controlling or controlled
by, or under common control with the corporation and who are not
beneficial owners of a controlling interest in the voting stock of the
corporation or any such entity. The Executive Committee shall be vested
with the power of the board of directors during intervals when the board
is not in session to the extent permitted by law and not otherwise
prescribed in these by-laws. The purpose of the Executive Committee shall
include, but not be limited to, exercise of general control and
supervision of the financial affairs of the corporation, including the
purchase and sale of securities and the management of the assets of the
corporation. The committee shall have the authority to adopt rules
regulating the custody and safekeeping of such assets. It may authorize
expenditures in connection with the investments of the corporation. Every
purchase, sale, exchange or conversion of real estate, stocks, bonds or
other securities and the making or purchase of every collateral or
mortgage loan or other investment must be authorized or approved by the
Executive Committee in accordance with the requirements of the Insurance
Law of the State of New York. No such purchase or sale shall be made
without the consent of all the members of the committee.

5.03 The Audit Committee shall consist solely of three or more
directors who are not officers or employees of the corporation or of any
entity controlling or controlled by, or under common control with the
corporation and who are not beneficial owners of a controlling interest in
the voting stock of the corporation or any such entity. The committee
shall have responsibility for recommending the selection of independent
certified public accountants, reviewing the company's financial condition,
the scope and results of the independent audit and any internal audit,
nominating candidates for director for election by shareholders or
policyholders, evaluating the performance of officers deemed by such
committee to be principal officers of the company and recommending to the
board of directors the selection and compensation of such principal
officers and recommending to the board of directors any plan to issue
options to its officers and employees for the purchase of shares of stock.

5.04 Each standing committee shall elect its own chairman and
secretary, and shall convene on the call of the chairman of the committee
or the chairman of the board. All standing committees shall keep minutes
of their meetings and shall submit a report to the board of directors at
its next meeting. The standing committees shall have the power to make
rules and regulations not
<PAGE> 7

inconsistent or in conflict with the Charter and by-laws concerning the conduct
of the business entrusted to them. Total membership of each standing committee
shall constitute a quorum for the transaction of any business at any meeting as
long as one such member is a person who is not an officer or employee of the
corporation or of any entity controlling or controlled by, or under common
control with the corporation and who are not beneficial owners of a controlling
interest in the voting stock of the corporation or any such entity.

5.05 The members of the standing committees shall be elected at each
annual meeting of the directors or at any adjourned meeting thereof by
vote of the majority of the board of directors present at such meeting.

5.06 The members of the standing committee shall hold office until
the next annual meeting following their election and until their
successors have been elected.

ARTICLE VI - OFFICERS OF THE CORPORATION

6.01 At its annual meeting, the board of directors shall elect a
president, one or more vice presidents (if the board deems such offices
necessary), a secretary and a treasurer. The board of directors, in its
discretion, may appoint a chairman of the board, a chief executive
officer, a chief administrative officer and such assistants and other
officers as the business of the corporation may require. Each officer
shall hold office for one year and until his successor is elected and
qualified or until his resignation, death or removal. Any two or more
offices may be held by the same person, except the offices of president
and secretary.

6.02 The chairman of the board or, in his absence, the president,
shall preside over all meetings of the board of directors and perform
such other duties as may be required by the board of directors.

6.03 Subject to any duties that may be given by the board of
directors to the chairman of the board, the chief executive officer shall
be the chief executive officer of the corporation, shall direct the
policies and management of the corporation and shall perform all duties
commonly incident to such office and such other duties as the board may
prescribe or as prescribed by law.

6.04 The president shall be the chief executive officer of the
corporation if a chief executive officer has not been appointed by the
board. The president shall discharge all the duties inherent to a
presiding officer and perform such other duties as from time to time may
be assigned to him by the board of directors or as prescribed by law.

6.04 The chief administrative officer, in the absence of the
president shall have general charge and control of the business affairs of
the corporation and shall perform all duties commonly incident to the
office of the president of the corporation and perform such other duties
as the board may prescribe.

6.05 The vice-president shall perform all duties incumbent upon the
chief administrative officer during his absence or disability and shall
perform such other duties as the bylaws may
<PAGE> 8

require, or the board of directors may prescribe. If the board of directors
shall elect more than one vice president, the vice presidents shall serve in the
capacity of chief administrative officer during his absence or disability in the
order designated at the time of their election or in the absence of any such
designation, in the order of their election. The vice president shall also
perform such other duties as from time to time may be assigned to him by the
board of directors.

6.06 The secretary shall keep the minutes of all meetings of the
shareholder and the board of directors; see that all notices are duly
given in accordance with these bylaws; act as custodian of the corporate
records and the corporate seal and perform all duties incidental to the
office of secretary. The secretary shall perform such other duties as may
be required by the board, the chairman of the board or the president.

6.07 The treasurer shall have custody of the corporate funds and
securities; deposit the funds of the corporation to the credit of the
corporation in the banks authorized or approved by the board of directors
and perform all the duties incidental to the office of treasurer. The
treasurer shall also perform such other duties as may be required by the
board of directors, the chairman of the board, or the president.

6.07 Any elective officer of the corporation may be removed either
for or without cause, at any time by a majority vote of the entire board
of directors. A vacancy in any office shall be filled by the board of
directors without undue delay at its regular meeting or at a meeting
specifically called for that purpose.

ARTICLE VII - MISCELLANEOUS

7.01 All contracts and agreements entered into by the corporation and
all checks, drafts, bills of exchange, and orders for the payment of money
shall, in the conduct of the ordinary course of business of the
corporation, unless otherwise directed by the board of directors or unless
otherwise required by law, be signed by the president, the secretary or
the treasurer.

7.02 The right and power to amend, alter, and repeal the bylaws from
time to time is expressly reserved to the board of directors. Amendments
may be adopted at any regular or special meeting of the board by the
favorable vote of two-thirds of the entire board.

ARTICLE VIII - INDEMNIFICATION

8.01 (a) To the extent not prohibited by applicable law, the Company
shall indemnify and hold harmless any person who was or is a party, or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer or employee of
the Company, or who is or was serving at the request of the Company as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise or entity, from and against any and all
liability and expenses (including attorney's fees), judgments, fines and
amount paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding, if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to
the best interest of the Company and, with respect
<PAGE> 9

to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

(b) To the extent not prohibited by applicable law, the Company
shall indemnify and hold harmless any person who was or is a party, or it
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the company to procure a judgment in
its favor by reason of the fact that he is or was a director, officer or
employee of the Company, or who is or was serving at the request of the
Company as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise or entity, from and
against any expenses (including attorneys' fees), actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to the best interests of the Company and
except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Company, unless, and only to the extent that the court in which such
action or suit was brought shall determine upon application that, despite
the adjudication of liability, but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.

(c) To the extent that a director, officer or employee of the
Company or any person who is or was serving at the request of the Company
as a director, officer or employee of another corporation, partnership,
joint venture, trust or other enterprise or entity, has been successful,
on the merits or otherwise, in the defense of any action, suit or
proceeding referred to in paragraphs (a) and (b), or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection therewith.

8.02 Determination of Right to Indemnification. Any indemnification
under paragraphs (a) and (b) of Section 8.01 (unless ordered by a court)
shall be made by the Company only as author in the specific case, upon a
determination that indemnification of the director, officer or employee is
proper in the circumstances because he has met the applicable standard of
conduct set forth in paragraphs (a) and (b) of Section 8.01. Such
determination shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the shareholders.

8.03 Advances. To the extent not prohibited by applicable law,
expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Company in advance of the final disposition
of such action, suit or proceeding, as authorized by the Board of
Directors in the specific case, upon receipt of an undertaking by or on
behalf of the director, officer or employee who is or was serving at the
request of the Company as a director, officer or employee of another

<PAGE> 10

corporation, partnership, joint venture, trust or other enterprise or
entity, to repay such amount, unless it shall ultimately be determined
that he is entitled to be indemnified by the Company as authorized in this
Article of these Bylaws.

8.04 Exclusivity. The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any agreement, resolution, vote of
shareholders or disinterested directors, or otherwise, both as to action
in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to
be a director, officer or employee, or person who was serving at the
request of the Company as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise or
entity, and shall enure to the benefit of the heirs, executors and
administrators of such a person.

8.05 Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer or employee of the
Company, or who is or was serving at the request of the Company as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise or entity, against any liability
asserted against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the Company would have the power
to indemnify him against such liability under the provisions of this
Article of these Bylaws or otherwise.

<PAGE> 1
EXHIBIT 15

POWER OF ATTORNEY

The undersigned director of Bankers Life Insurance Company of
New York, a New York corporation, hereby constitutes and appoints Margaret
M. McKinney, as my true and lawful attorney, with full power to her to
sign for me and in my name and in the capacities indicated below, the
Registration Statements filed with the Securities and Exchange Commission
for the purpose of registering Bankers Life Insurance Company of New York
Separate Account I, established by Bankers Life Insurance Company of New
York on September 20, 1995 as a unit investment trust under the Investment
Company Act of 1940 and the variable annuity contracts issued by said
separate account under the Securities Act of 1933, and any and all
amendments thereto, hereby ratifying and confirming my signature as it may
be signed by my said attorney to said Registration Statements and any and
all amendments thereto.