LLANY SEPARATE ACCOUNT S FOR FLEXIBLE PREMIUM VARI LIFE INSU, 485APOS, 2000-02-22

LLANY SEPARATE ACCOUNT S FOR FLEXIBLE PREMIUM VARI LIFE INSU
485APOS, 2000-02-22

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As filed with the Securities and Exchange Commission on February 22, 2000
1933 Act Registration No. 333-74325

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Post-Effective Amendment No. 1 to

Registration Statement
on
FORM S-6

FOR REGISTRATION
Under the
SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

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LLANY Separate Account S for
Flexible Premium Variable Life Insurance
(Exact Name of Registrant)

Lincoln Life & Annuity Company of New York
(Name of Depositor)

120 Madison Street, Suite 1700, Syracuse, NY 13202
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including Area Code
(888) 223-1860

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<TABLE>
<S> <C>
Robert O. Sheppard, Esquire Copy to:
Lincoln Life & Annuity Company of New York Jeremy Sachs, Esquire
120 Madison Street, Suite 1700 350 Church Street
Syracuse, NY 13202 Hartford, CT 06103
(Name and Address of Agent for Service)
</TABLE>

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Approximate date of proposed public offering: Continuous

Indefinite Number of Units of Interest in Variable Life Insurance Contracts
(Title of Securities Being Registered)

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An indefinite amount of the securities being offered by the Registration
Statement has been registered pursuant to Rule 24F-2 under the Investment
Company Act of 1940. The first Form 24F-2 for the Registrant is not yet due.

It is proposed that this filing will become effective:

[X] May 1, 2000, pursuant to Rule 485(a)

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<PAGE>

Cross Reference Sheet
(Reconciliation and Tie)
Required by Instruction 4 to Form S-6

<TABLE>
<CAPTION>
Item of Form N-8B-2 Location in Prospectus
- --------------------- ------------------------------------------------------------------------------------------
<S> <C>
1 Cover Page; Highlights
2 Cover Page
3 *
4 Distribution of Policies
5 LLANY, the Separate Account and the General Account
6(a) LLANY, the Separate Account and the General Account
6(b) *
9 Legal Matters
10(a)-(c) Right to Examine the Policy; Surrenders; Accumulation Unit Value; Reports to Policyowners
10(d) Policy Loans; Partial Surrenders; Allocation of Premiums
10(e) Reinstatement of a Lapsed Policy
10(f) Right to Instruct Voting of Fund Shares
10(g)-(h) *
10(i) Premium Payments; Allocations and Transfers; Death Benefit; Policy Values; Settlement Options
11 Separate Account-Funds
12 Separate Account-Funds
13 Charges and Fees
14 Policy Rights
15 Premium Payments; Allocations and Transfers
16 Separate Account-Funds
17 Partial Surrenders
18 Separate Account-Funds
19 Reports to Policyowners
20 *
21 Policy Loans
22 *
23 The Company
24 Age; Incontestability; Suicide
25 The Company
26 Fund Participation Agreements
27 The Variable Account
28 Directors and Officers of LLANY
29 The Company
30 *
31 *
32 *
33 *
34 *
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Item of Form N-8B-2 Location in Prospectus
- --------------------- --------------------------------------------------------------------
<S> <C>
35 *
37 *
38 Distribution of Policies
39 Distribution of Policies
40 *
41(a) Distribution of Policies
42 *
43 *
44 Separate Account-Funds; Premium Payments
45 *
46 Partial Surrenders
47 The Variable Account; Partial Surrenders, Allocations and Transfers
48 *
49 *
50 The Variable Account
51 Highlights; Premium Payments
52 LLANY, the Separate Account and the General Account
53 Tax Matters
54 *
55 *
</TABLE>

- ---------------
* Not Applicable
<PAGE>

The Prospectus included in Pre-Effective Amendment No. 1 to this Registration
Statement on Form S-6, File No. 333-74325, is incorporated herein by this
reference.

<PAGE>

Lincoln Life & Annuity Company of New York LLANY Separate Account S for
Flexible Premium Variable Life Insurance

Home Office Location: Administrative Office:
120 Madison Street Lincoln Corporate Specialty Markets
Suite 1700 350 Church Street
Syracuse, NY 13202 Hartford, CT 06103-1106
(888) 223-1860 (860) 466-1561

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This Prospectus describes a flexible premium variable universal life insurance
contract (the "Policy") offered by Lincoln Life & Annuity Company of New York.
The Policy is available only in New York. The Policies are available for
purchase by corporations or other groups where the individuals share a common
employer or affiliation with the group or sponsoring organization.

The policy features:
o flexible Premium Payments
o a choice of one of three death benefit options
o a choice of underlying investment options

It may not be advantageous to replace existing insurance or supplement an
existing flexible premium variable universal life insurance contract with this
Policy.

This prospectus is intended to describe the variable options used to fund this
Policy through the Separate Account. The variable funding options
(collectively, the "Funds") currently available through the Separate Account
are:

American Century Variable Products Group, Inc.
o VP Income & Growth Fund
o VP International Fund

Baron Capital Funds Trust
o Baron Capital Asset Fund-Insurance Shares

BT Insurance Funds Trust
o EAFE[RegTM] Equity Index Fund
o Equity 500 Index Fund
o Small Cap Index Fund

Delaware Group Premium Fund, Inc.
o Delchester Series
o Devon Series
o International Series
o REIT Series
o Small Cap Value Series

Fidelity Variable Insurance Products Fund Service Class
o Growth Portfolio

Fidelity Variable Insurance Products Fund II Service Class
o Asset Manager Portfolio
o Contrafund Portfolio

Janus Aspen Series
o Aggressive Growth Portfolio
o Balanced Portfolio
o Worldwide Growth Portfolio

Lincoln National (LN) Funds
o LN Bond Fund, Inc.
o LN Capital Appreciation Fund, Inc.
(Subadviser: Janus Capital Corp.)
o LN Equity-Income Fund, Inc.
(Subadviser: Fidelity Management Trust Co.)
o LN Money Market Fund, Inc.
o LN Social Awareness Fund, Inc.
(Subadviser: Vantage Investment Advisors, Inc.)

MFS[RegTM] Variable Insurance Trust
o MFS Capital Opportunities Series
o MFS Research Series
o MFS Total Return Series
o MFS Utilities Series

Neuberger Berman Advisers Management Trust
o Mid-Cap Growth Portfolio
o Partners Portfolio

OCC Accumulation Trust
o Managed Portfolio

OppenheimerFunds
o Oppenheimer Main Street Growth and Income Fund/VA

Templeton Variable Products Series Fund
o Templeton Asset Allocation Fund-Class 2
o Templeton International Fund-Class 2
o Templeton Stock Fund-Class 2

Read this prospectus and the prospectuses of the Funds available as investment
options through the separate account under the Policy offered by this
prospectus carefully. Keep them for future reference.

The Securities and Exchange Commission has not approved or disapproved these
securities or determined this prospectus is accurate or complete. It is a
criminal offense to state otherwise.

Prospectus Dated May 1, 2000

<PAGE>

Table of Contents

<TABLE>
<S> <C>
HIGHLIGHTS .............................................. 3
A Flexible Premium Variable Universal Life
Insurance Policy ...................................... 3
Initial Choices to be Made ............................. 3
Amount of Premium Payment .............................. 3
Death Benefit Options .................................. 3
Selection of Funding Vehicles .......................... 4
Charges and Fees ....................................... 4
Underlying Funds Expenses .............................. 7
Policy Loans, Withdrawals and Surrenders ............... 9
Changes in Specified Amount ............................ 9
LLANY, THE SEPARATE ACCOUNT AND THE GENERAL
ACCOUNT ................................................. 9
BUYING VARIABLE LIFE INSURANCE .......................... 10
ALLOCATION OF PREMIUMS .................................. 11
Fixed Account .......................................... 11
Separate Account-Funds ................................. 12
Mixed and Shared Funding ............................... 16
Fund Participation Agreements .......................... 17
CHARGES & FEES .......................................... 17
Premium Load ........................................... 17
Premium Load Refund .................................... 18
Premium Tax Charge ..................................... 18
Charges and Fees Assessed Against the Total
Account Value ......................................... 18
Mortality and Expense Risk Charge ...................... 19
Reduction of Charges ................................... 19
POLICY CHOICES .......................................... 20
Premium Payments ..................................... 20
Death Benefit Options ................................ 21
Allocations and Transfers to Funding Options ......... 22
POLICY VALUES ........................................... 23
Total Account Value .................................. 23
Accumulation Unit Value .............................. 24
Maturity Value ....................................... 24
Surrender Value ...................................... 24
POLICY RIGHTS ........................................... 24
Partial Surrenders ................................... 24
Reinstatement of a Lapsed Policy ....................... 25
Policy Loans ......................................... 25
Policy Changes ....................................... 26
Right to Examine the Policy .......................... 27
DEATH BENEFIT ........................................... 27
POLICY SETTLEMENT ....................................... 27
Settlement Options ................................... 27
TERM INSURANCE RIDER .................................... 29
THE COMPANY ............................................. 29
Directors and Officers of LLANY ...................... 29
ADDITIONAL INFORMATION .................................. 31
Reports to Policyowners .............................. 31
Right to Instruct Voting of Fund Shares .............. 32
Disregard of Voting Instructions ..................... 32
State Regulation ..................................... 32
Legal Matters ........................................ 33
The Registration Statement ........................... 33
Distribution of the Policies ......................... 33
Records and Accounts ................................. 33
Experts .............................................. 33
Advertising .......................................... 33
TAX MATTERS ............................................. 33
General .............................................. 33
Federal Tax Status of the Company .................... 34
Life Insurance Qualification ......................... 34
General Rules ........................................ 35
Modified Endowment Contracts ......................... 35
Diversification Standards ............................ 36
Investor Control ..................................... 36
Other Tax Considerations ............................. 37
MISCELLANEOUS POLICY PROVISIONS ......................... 37
Payment of Benefits .................................. 37
Age .................................................. 38
Incontestability ..................................... 38
Suicide .............................................. 38
Coverage Beyond Maturity ............................. 38
Nonparticipation ..................................... 38
Appendix A --
Illustrations of Death Benefits, Total Account Values
and Surrender Values ................................... 39
Appendix B --
Applicable Percentages for Cash Value Accumulation
Test ................................................... 47
Financial Statements of the Separate Account ............ S-1
Financial Statements of the Company ..................... F-1
</TABLE>

2
<PAGE>

HIGHLIGHTS

A Flexible Premium Variable Universal Life Insurance Policy

This Prospectus describes a flexible premium variable universal life insurance
contract (the "Policy") offered by Lincoln Life & Annuity Company of New York
("LLANY", the "Company", "we", "us", "our") through LLANY Separate Account S
for Flexible Premium Variable Life Insurance (the "Separate Account" or
"Account S"). The Policy may be useful in: funding non-qualified executive
deferred compensation; funding salary continuation programs; funding death
benefit liabilities or cash flow obligations for executive retirement plans.

The value of your Policy and, under one option, the death benefit amount
depends on the investment results of the funding options you select.

Initial Choices to be Made

The Policyowner (the "Owner" or "you") is the person named in the "Policy
Specifications" who has all of the Policy ownership rights. If no Owner is
named, the Insured (the person whose life is insured under the Policy) will be
the Owner of the Policy. You, as the Owner, have important choices to make when
the Policy is first purchased. You need to choose:

o the amount of premium you want to pay (see page 20);

o one of three death benefit options (see page 21);

o the amount of the Net Premium Payment to be placed in each of the funding
options selected. The Net Premium is the balance of each Premium Payment
that remains after certain charges are deducted from it.

Amount of Premium Payment

One of your initial decisions is how much premium to pay. Premium Payments may
be changed within the limits described on page 20. If the Policy lapses because
your monthly deduction is larger than the Net Accumulation Value, you may
reinstate the Policy. See page 26.

You may use the value of your Policy to pay the premiums due and continue the
Policy in force if sufficient values are available. If the investment options
you choose do not do as well as you expect, there may not be enough value to
continue the Policy in force without more Premium Payments. Charges against
Policy values for the Cost of Insurance increase (see page 20) as the Insured
gets older.

When you first receive your Policy, you will have 10 days to look it over. This
is called the "Right To Examine Period". Use this time to review your Policy
and make sure it meets your needs. During this time period, your initial
premium payment will be allocated to the funding options you initially select,
unless your state requires a full refund of premiums. If you then decide you do
not want the Policy, you will receive a refund. See page 28.

Death Benefit Options

The Death Benefit is the amount we pay the Beneficiary(ies) when the Insured
dies. Before we pay the Beneficiary(ies), any outstanding loan account balances
or outstanding amounts due are subtracted from the Death Benefit. We calculate
the

3
<PAGE>

Death Benefit payable as of the date the Insured died. We will pay the Death
Benefit in one lump sum or under one of the annuity settlement options.

The three death benefit options available usually provide a level, varying or
increasing death benefit, depending on the option selected. See page 21 for
more details on death benefit options.

At all times, your Policy must qualify as life insurance under the Internal
Revenue Code of 1986 (the "Code") to receive favorable tax treatment under
Federal law. If these requirements are met, you may benefit from favorable
federal tax treatment. The Company reserves the right to return your premium
payment if it results in your Policy's failing to meet federal tax law
requirements.

If you have surrendered a portion of your Policy, any surrendered amount will
reduce your initial death benefit. If you borrow against your Policy or
surrender a portion of your Policy, the Loan Amount balance and any surrendered
amount will reduce your initial death benefit.

Selection of Funding Vehicles

This Prospectus focuses on the Separate Account investment information that
makes up the "variable" part of the contract. If you put money into the
variable funding options, you take all the investment risk on that money. This
means that if the mutual fund(s) you select go up in value, the value of your
Policy, net of charges and expenses, also goes up. If they lose value, so does
your Policy. Each Fund has its own investment objective. You should review each
Fund's prospectus before making your decision.

You must choose the Fund(s) (Sub-Account(s)) in which you want to place each
Net Premium Payment. These Sub-Accounts make up the Separate Account. Each Sub-
Account invests in shares of a certain Fund. A Sub-Account is not guaranteed
and will increase or decrease in value according to the particular Fund's
investment performance. See page 12.

You may also choose to place the Net Premium Payment or part of it into the
Fixed Account. Net Premium Payments put into the Fixed Account:

o become part of the Company's General Account;

o do not share the investment experience of the Separate Account; and

o have a guaranteed minimum interest rate of 4.0% per year.

For additional information on the Fixed Account, see page 11.

Charges and Fees

A premium load is deducted from all of your premium payments. The guaranteed
maximum premium loads for all cases are shown on page 17.

4
<PAGE>

The current premium load for cases with average annual planned premiums of
$100,000 or greater but less than $1,000,000 is:

<TABLE>
<CAPTION>
Portion of Portion of
Premium Paid Premium Paid
Policy Year(s) up to Target Above Target
- ------------------ -------------- -------------
<S> <C> <C>
1 10.50% 2.5%
2-5 7.50% 1.5%
6-7 3.50% 1.5%
8 and thereafter 1.50% 1.5%
</TABLE>

In certain circumstances, if you fully surrender your Policy within 24 months
after Date of Issue, you may be entitled to receive partial credit for premium
loads deducted from your Policy. (See page 18.)

The current premium load for cases with average annual planned premiums of
$1,000,000 or greater is:

<TABLE>
<CAPTION>
Portion of Portion of
Premium Paid Premium Paid
Policy Year(s) up to Target Above Target
- ------------------ -------------- -------------
<S> <C> <C>
1 7.50% 1.00%
2 6.00% 1.00%
3-5 3.50% 1.00%
6 and thereafter 1.50% 1.00%
</TABLE>

In certain circumstances, if you fully surrender your Policy within 60 months
after Date of Issue, you may be entitled to receive partial credit for premium
loads deducted from your Policy. (See page 18).

For these purposes, an increase in Specified Amount is treated as a newly
issued policy.

An explicit premium tax charge equal to the state and municipal taxes
associated with premiums received is also deducted from premium payments.

A Monthly Deduction is made from the total account value on the same day of
each month beginning with the date of issue. The Monthly Deduction includes the
Cost of Insurance and any charges for supplemental riders or benefits. Once a
policy is issued, monthly deductions will begin as of the date of issue, even
if the Policy's issuance was delayed due to the underwriting requirements or
other reasons. The Monthly Deduction also includes a monthly administrative
expense charge during all policy years. The monthly Administrative Expense is
currently $6, and is guaranteed not to exceed $10. See page 18.

A daily deduction is made from the assets of Account S for mortality and
expense risk. Currently, for cases with average annual planned premiums of
$100,000 or greater but less than $1,000,000, the mortality and expense risk
charge on an annualized basis equals the following percentage of policy value
in the separate account:

<TABLE>
<S> <C>
Policy Years
1-10 0.65%
11-20 0.45%
21 and thereafter 0.35%
</TABLE>

5
<PAGE>

Currently, for cases with average annual planned premiums of $1,000,000 or
greater, the mortality and expense risk charge on an annualized basis equals
the following percentage of policy value in the separate account:

<TABLE>
<S> <C>
Policy Years
1-10 0.40%
11--20 0.20%
21 and thereafter 0.10%
</TABLE>

For all cases, the Company reserves the right to increase the mortality and
expense risk charge, but it will never exceed the following on an annualized
basis: (See page 18).

<TABLE>
<S> <C>
Policy Years
1-10 1.10%
11--20 0.90%
21 and thereafter 0.80%
</TABLE>

Each Fund has its own management fee charge, also deducted daily. Investment
results for the Funds you choose will be affected by the fund management
charges and other fund expenses. The table on pages 7 - 8 shows you the current
charges and expenses.

Before the Maturity Date you may make transfers between funding options. The
Company allows twelve transfers each Policy Year; but, after the first 18
months from Date of Issue, a $25 charge may apply for each additional transfer
within that Policy Year. Within 45 days after each Policy Anniversary, you may
also transfer to the Separate Account 25% of the greatest amount held in the
Fixed Account Value during the prior 5 years or $1000 if greater. See page 23.

There are no Surrender Charges for your Policy.

6
<PAGE>

Underlying Funds Expenses

The investment advisor for each of the Funds deducts
a daily charge as a percent of the net assets in each
fund as an asset management charge. The charge
reflects asset management fees of the investment
advisor (Management Fees), and other expenses
incurred by the funds (including 12b-1 fees for Class
2 shares and Other Expenses). The charge has the
effect of reducing the investment results credited to
the Sub-Accounts.

The following table illustrates the investment
advisory fees, other expenses and total expenses paid
by each of the Funds as a percentage of average net
assets based on figures for the year ended December
31, 1998 unless otherwise indicated. Future fund
expenses will vary.

<TABLE>
<CAPTION>
Total
Annual
Fund Total Fund
Operating Operating
Expenses Total Expenses
Without Waivers with
Management 12b-1 Other Waivers or and Waivers or
Fees Fees Expenses Reductions Reductions Reductions
Fund ------------ ------- ---------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
American Century VP Income & Growth Fund
American Century VP International Fund (1)
Baron Capital Asset Fund--Insurance Shares (2)
BT EAFE[RegTM] Equity Index Fund (3)
BT Equity 500 Index Fund (4)
BT Small Cap Index Fund (5)
Delaware Group Delchester Series (6)
Delaware Group Devon Series (6)
Delaware International Equity Series (8)
Delaware Group REIT Series (9)
Delaware Group Small Cap Value Series (9)
Fidelity VIPII Asset Manager Portfolio--Service Class
(10)
Fidelity VIPII Contrafund Portfolio--Service Class (10)
Fidelity VIP Growth Portfolio--Service Class (10)
Janus Aspen Series Aggressive Growth (11)
Janus Aspen Series Balanced Portfolio (11)
Janus Aspen Series Worldwide Growth Portfolio (11) To be filed by amendment
Lincoln National Bond Fund, Inc.
Lincoln National Capital Appreciation Fund, Inc.
Lincoln National Equity-Income Fund, Inc.
Lincoln National Money Market Fund, Inc.
Lincoln National Social Awareness Fund, Inc.
MFS Capital Opportunities Series (12)
MFS Research Series (12)
MFS Total Return Series (12)
MFS Utilities Series (12)
NB AMT MidCap Growth Portfolio (13)(14)
NB AMT Partners Portfolio (13)(14)
OCC Trust Managed Fund (15)(16)
Oppenheimer Main Street Growth and Income Fund/
VA (17)
Templeton Asset Allocation Fund--Class 2 (18)
Templeton International Fund--Class 2 (18)
Templeton Stock Fund--Class 2 (18)
</TABLE>

(1.) American Century Investment Management, Inc. voluntarily waived a portion
of its management fee from October 1, 1998 through November 16, 1998. In
the absence of the waiver, the average ratio of operating expenses to
average net assets would have been 1.48% for the year ended December 31,
1998. The annualized fee schedule for the fund, effective November 17,
1998, is as follows: 1.50% on the first $250 million; 1.20% on the next
$250 million; and 1.10% thereafter.

7
<PAGE>

(2.) The Adviser is contractually obligated to reduce its fee to the extent
required to limit Baron Capital Asset Fund's total operating expenses to
1.5% for the first $250 million of assets in the Fund, 1.35% for Fund
Assets over $250 million, and 1.25% for Fund assets over $500 million.
Without the expense limitations, total operating expenses for the Fund
for the period October 1, 1998 through December 31, 1998 would have been
7.62%.
(3.) Under the Advisory Agreement with Bankers Trust Company (the "Advisor"),
the Fund will pay an advisory fee at an annual percentage rate of 0.45%
of the average daily net assets of the Fund. These fees are accrued daily
and paid monthly. The Advisor has voluntarily undertaken to waive its fee
and to reimburse the Fund for certain expenses so the Fund's total
operating expenses will not exceed 0.65% of average daily net assets.
(4.) Under the Advisory Agreement with Bankers Trust Company (the "Advisor"),
the Fund will pay an advisory fee at an annual percentage rate of 0.20%
of the average daily net assets of the Fund. These funds are accrued
daily and paid monthly. The Advisor has voluntarily undertaken to waive
its fee and to reimburse the Fund for certain expenses so the Fund's
total operating expenses will not exceed 0.30% of average daily net
assets.
(5.) Under the Advisory Agreement with Bankers Trust Company (the "Advisor"),
the Fund will pay an advisory fee at an annual percentage rate of 0.35%
of the average daily net assets of the Funds. These fees are accrued
daily and paid monthly. The Advisor has voluntarily undertaken to waive
its fee and to reimburse the Fund for certain expenses so the Fund's
total operating expense will not exceed 0.45% of average daily net
assets.
(6.) The investment advisor for the Devon Series and Delchester Series is
Delaware Management Company, Inc. ("DMC"). Effective May 1, 1999 through
October 31, 1999, DMC has voluntarily agreed to waive its management fees
and reimburse each Series for expenses to the extent that total expenses
will not exceed 0.80% for the Devon Series and 0.80% for the Delchester
Series. Pursuant to a vote of the Fund's shareholders on March 17, 1999,
a new management fee structure based on average daily net assets was
approved as follows: 0.65% on the first $500 million, 0.60% on the next
$500 million, 0.55% on the next $1,500 million, 0.50% on assets in excess
of $2,500 million; all per year.
(7.) The investment advisor for the Small Cap Value Series is Delaware
Management Company, Inc. ("DMC"). Effective May 1, 1999 through October
31, 1999, DMC has voluntarily agreed to waive its management fees and
reimburse the Series for expenses to the extent that total expenses will
not exceed 0.85% for the Small Cap Value Series. Pursuant to a vote of
the Fund's shareholders on March 17, 1999, a new management fee structure
based on average daily net assets was approved as follows: 0.75% on the
first $500 million, 0.70% on the next $500 million, 0.65% on the next
$1,500 million, 0.60% on assets in excess of $2,500 million; all per
year.
(8.) The investment advisor for the International Equity Series is Delaware
International Advisors, Limited ("DIAL"). Effective May 1, 1999 through
October 31, 1999, DIAL has voluntarily agreed to waive its management
fees and reimburse the Series for expenses to the extent that total
expenses will not exceed 0.95% for the International Equity Series.
Pursuant to a vote of the Fund's shareholders on March 17, 1999, a new
management fee structure based on average daily net assets was approved
as follows: 0.85% on the first $500 million, 0.80% on the next $500
million, 0.75% on the next $1,500 million, 0.70% on assets in excess of
$2,500 million; all per year.
(9.) The investment advisor for the REIT Series is Delaware Management
Company, Inc. ("DMC"). Effective May 1, 1999 through October 31, 1999,
DMC has voluntarily agreed to waive its management fees and reimburse the
Series for expenses to the extent that total expenses will not exceed
0.85% for the REIT Series. There is no change to the current management
fee structure.
(10.) A portion of the brokerage commissions that certain funds pay was used to
reduce funds expenses. In addition, certain funds, or Fidelity Management
& Research on behalf of certain funds, have entered into arrangements
with their custodian whereby credits realized as a result of uninvested
cash balances were used to reduce custodian expenses. Including these
reductions, the total operating expenses presented in the table would
have been 0.77% for the VIP II Asset Manager Portfolio, 0.75% for the VIP
Growth Portfolio and for the VIP II Contrafund Portfolio.
(11.) All expenses are stated both with and without contractual waivers and fee
reductions by Janus Capital. Fee reductions for the Aggressive Growth,
Worldwide Growth and Balanced Portfolios reduce the Management Fee to the
level of the corresponding Janus retail fund. Other waivers, if
applicable, are first applied against the Management Fee and then against
Other Expenses. Janus Capital has agreed to continue the waivers and fee
reductions until at least the next annual renewal of the advisory
agreement.
(12.) Each series has an expense offset arrangement which reduces the series'
custodian fee based upon the amount of cash maintained by the series with
its custodian and disbursing agent. Each series may enter into other such
arrangements and directed brokerage arrangements, which would also have
the effect of reducing the series' expenses. Expenses do not take into
account these expense reductions, and are therefore higher than the
actual expenses of the series.
(13.) Neuberger Berman Advisers Management Trust is divided into portfolios
("Portfolios"), each of which invests all of its net investable assets in
a corresponding series ("Series") of Advisers Managers Trust. The figures
reported under "Management Fees" include the aggregate of the
administration fees paid by the Portfolio and the management fees paid by
its corresponding Series. Similarly, "Other Expenses" includes all other
expenses of the Portfolio and its corresponding Series.
(14.) NBMI has undertaken to reimburse certain operating expenses, including
the compensation of NBMI (except with respect to Partners) and excluding
taxes, and interest, extraordinary expenses, brokerage commissions and
transaction costs, that exceed, in the aggregate, 1% of the Mid-Cap
Growth and Partners Portfolios' average daily net asset value. These
expense reimbursement agreements are subject to termination upon 60 days
written notice with respect to the Mid-Cap Growth, and Partners
Portfolios.
(15.) Other Expenses are shown gross of expense offsets afforded the Portfolios
which effectively lowered overall custody expenses.
(16.) Total Portfolio Expenses for the Managed Portfolio are limited by OpCap
Advisors so that the respective annualized operating expenses (net of any
expense offsets) do not exceed 1.00% of average daily net assets.
(17.) The Fund's total returns should not be expected to be the same as the
returns of other funds, whether or not both funds have the same portfolio
managers and/or similar names.
(18.) Class 2 of the Fund has a distribution plan or "Rule 12b-1 plan" which is
described in the Fund's prospectus.

8
<PAGE>

Policy Loans, Withdrawals and Surrenders

You may borrow, within described limits, against the Policy. You may surrender
your Policy in full or withdraw part of its value. Upon the maturity of your
Policy, you may select one of the annuity settlement options or, prior to
maturity, you may apply the value of your Policy, minus surrender charges and
loan account amounts, to one of the annuity settlement options.

If you borrow against your policy, interest will accrue at an annual rate which
will be the monthly average (Moody's Investor Service, Inc. Corporate Bond
Yield Average--Monthly Average Composites) for the calendar month which ends
two months prior to the Policy Anniversary month, or 4.8% if greater.

The Loan Account Value will earn interest at an annual rate equal to the policy
loan interest rate less an annual rate, which we call a "spread", not to exceed
0.80%. For the current spread see page 26.

Changes in Specified Amount

Within certain limits, you may increase or decrease the specified amount.
Increases may require evidence of insurability. Currently, the minimum
Specified Amount is $100,000. Such changes will affect other aspects of your
Policy. See page 26-27.

LLANY, THE SEPARATE ACCOUNT AND
THE GENERAL ACCOUNT

LLANY is a life insurance company chartered under New York law on June 6, 1996.
Wholly-owned by The Lincoln National Life Insurance Company ("Lincoln Life")
and in turn by Lincoln National Corporation ("LNC"), a publicly held Indiana
insurance holding company incorporated in 1968, it is licensed to sell life
insurance policies and annuity contracts in New York. Its principal office is
at 120 Madison Street, Suite 1700, Syracuse, NY 13202. LLANY, Lincoln Life, LNC
and their affiliates comprise the "Lincoln Financial Group" which provides a
variety of wealth accumulation and protection products and services.

Account S is a "separate account" of the Company established on March 2, 1999.
Account S was established for the purpose of segregating assets attributable to
the variable portion of life insurance contracts from other assets of the
Company. Under New York law, the assets of Account S attributable to the
Policies, through the property of LLANY, are not chargeable with liabilities of
any other business of LLANY and are available first to satisfy LLANY's
obligations under the Policies. Account S income, gains, and losses are
credited to or charged against Account S without regard to other income, gains,
or losses of LLANY. The values and investment performance of Account S are not
guaranteed. Account S is registered with the Securities and Exchange Commission
("Commission") as a "unit investment trust" under the Investment Company Act of
1940, as amended ("1940 Act") and meets the 1940 Act's definition of "separate
account". The Commission does not supervise the management, investment
practices, or policies of LLANY or Account S. LLANY has numerous other
registered separate accounts which fund its variable life insurance policies
and variable annuity contracts.

Account S is divided into Sub-Accounts, each of which is invested solely in the
shares of one of the mutual funds available as funding vehicles under the
Policies.

9
<PAGE>

On each Valuation Day, Net Premium Payments allocated to Account S will be
invested in Fund shares at net asset value, and monies necessary to pay for
deductions, charges, transfers and surrenders from Account S are raised by
selling Fund shares at net asset value.

The Funds now available in Account S and their investment objectives are on
pages 12 - 16. More Fund information is in the Funds' prospectuses, which must
accompany or precede this prospectus and should be read carefully. The Funds
may or may not achieve their investment objectives.

Some Funds have investment objectives and policies similar to those of other
funds managed by the same investment adviser. Their investment results may be
higher or lower than those of the other funds, and there can be no assurance,
and no representation is made, that a Fund's investment results will be
comparable to the investment results of any other fund.

LLANY reserves the right to add, withdraw or substitute Funds, subject to the
conditions of the Policy and to compliance with regulatory requirements, if in
its sole discretion, legal, regulatory, marketing, tax or investment
considerations so warrant or in the event a particular Fund is no longer
available to LLANY for investment by the Sub-Accounts. No substitution will
take place without prior approval of the Commission, to the extent required by
law.

Shares of the Funds may be used by LLANY and other insurance companies to fund
both variable annuity contracts and variable life insurance policies. While
this is not perceived as problematic, the Funds' governing bodies (Boards of
Directors/Trustees) have agreed to monitor events to identify any material
irreconcilable conflicts which might arise and to decide what responsive action
might be appropriate. If a separate account were to withdraw its investment in
a Fund because of a conflict, a Fund might have to sell portfolio securities at
unfavorable prices.

A Policy may also be funded in whole or in part through the "Fixed Account",
part of LLANY's General Account supporting its insurance and annuity
obligations. The General Account is the Company's general asset account, in
which assets attributable to the non-variable portion of the Policies are held.
Amounts held in the Fixed Account will be credited with interest at rates LLANY
determines from time to time, but not less than 4% per year. Interest, once
credited, and Fixed Account principal are guaranteed. Interests in the Fixed
Account have not been registered under the Securities Act of 1933, as amended
("1933 Act") in reliance on exemptive provisions. The Commission has not
reviewed Fixed Account disclosures, but they are subject to securities law
provisions relating to accuracy and completeness.

BUYING VARIABLE LIFE INSURANCE

The Policies this Prospectus offers are variable life insurance policies which
provide death benefit protection. Policy owners should be prepared to monitor
their investment choices on an ongoing basis.

The Policy is available for purchase by corporations or groups where
individuals share a common employer or affiliation with a group or sponsoring
organization. Each Policy covers a single insured. The Policy may be useful in:
funding non-qualified executive deferred compensation; funding salary
continuation programs; funding

10
<PAGE>

death benefit liabilities or cash flow obligations for executive retirement
plans. The Policy should not be considered for employer pension or profit
sharing programs.

Variable life insurance has significant tax advantages under current tax law. A
transfer of values from one fund to another within the Policy generates no
taxable gain or loss. And any investment income and realized capital gains
within a fund are automatically reinvested without being taxed to the Policy
owners. Policy values therefore accumulate on a tax-deferred basis.

Unless a policy has become a "Modified Endowment Contract" (see page 35), an
owner can borrow Policy values tax-free, without surrender charges and at low
net interest cost. Policy loans can be a source of retirement income.

Depending on the death benefit option chosen, accumulated Policy values may
also be part of the eventual death benefit payable. If a Policy is heavily
funded and investment performance is very favorable, the death benefit may
increase even further because of tax law requirements that the death benefit be
a certain multiple of Policy value, depending on the Insured's age (see page
21).

ALLOCATION OF PREMIUMS

You may allocate all or a part of your Net Premiums to the Fixed Account (part
of the Company's General Account) or to the Funds currently available through
the Separate Account in connection with the Policy. In addition, the Company
may add, withdraw or substitute Funds, subject to the conditions in the Policy
and to compliance with regulatory requirements. The investment results of the
Funds, whose objectives are described below, are likely to differ
significantly. Except where otherwise indicated, all of the Funds are
diversified, as defined in the 1940 Act.

Any monies received prior to policy issue will be credited with the return
attributable to the Money Market Fund from the date of receipt until the day
the Policy is issued.

During the Right to Examine Period, the first Net Premium will be allocated in
its entirety as of the issue date to the Money Market Fund, regardless of the
Policy owner's premium allocation percentages. Any other Net Premium received
prior to the expiration of the Right to Examine Period will also be allocated
to the Money Market Fund. On the day following the expiration of the Right to
Examine Period, the policy value and future Net Premiums will be allocated in
accordance with the Policy owner's selected premium allocation percentages.

Fixed Account

The Fixed Account is the only investment option offered with a guaranteed
return. Amounts held in the Fixed Account will be credited with interest at
rates of not less than 4.0% per year. Additional excess interest of up to 0.5%
may be credited to the Fixed Account Value beginning in Policy Year 11.
Credited interest rates reflect the Company's return on Fixed Account invested
assets and the amortization of any realized gains and/or losses which the
Company may incur on these assets.

11
<PAGE>

Separate Account

Funds

Each of the Sub-Accounts is invested solely in the shares of one of the Funds
available under the Policies. Each of the Funds is a Maryland corporation or a
series of a Massachusetts or Delaware business trust or a Maryland corporation.
Each such trust or corporation is registered as an open-end management
investment company under the 1940 Act. All of the Funds except for the Delaware
Group REIT Series are diversified under the 1940 Act.

Listed below are the Fund groups, their investment advisors and distributors,
and the Funds within each that are available under the Policies.

American Century Variable Products Group, Inc., managed and distributed by
American Century Investments, 4500 Main Street, Kansas City, MO 64141-6200
VP Income & Growth Fund
VP International Fund

Baron Capital Funds Trust, managed by BAMCO, Inc. and distributed by Baron
Capital Inc., 767 Fifth Avenue, New York, NY 10153
Baron Capital Asset Fund--Insurance Shares

BT Insurance Funds Trust, managed by Bankers Trust Company, 130 Liberty Street
(One Bankers Trust Plaza), New York, NY 10006 and distributed by First Data
Distributors, Inc., 4400 Computer Drive, Westborough, MA 01581
EAFE[RegTM] Equity Index Fund
Equity 500 Index Fund
Small Cap Index Fund

Delaware Group Premium Fund, Inc., managed by Delaware Management Company,
Inc., One Commerce Square, Philadelphia, PA 19103 and for International,
Delaware International Advisors, LTD., 80 Cheapside, London, England ECV2 6EE
and distributed by Delaware Distributors, L.P., 1818 Market Street,
Philadelphia, PA 19103
Delchester Series
Devon Series
International Series
REIT Series
Small Cap Value Series

Fidelity Variable Insurance Products Fund, and Variable Insurance Products Fund
II, managed by Fidelity Management & Research Company and distributed by
Fidelity Distributors Corporation, 82 Devonshire Street, Boston, MA 02103
VIP Growth Portfolio-Service Class
VIP II Asset Manager Portfolio-Service Class
VIP II Contrafund Portfolio-Service Class

Janus Aspen Series, managed and distributed by Janus Capital, 100 Fillmore St.,
Denver, CO 80206-4928
Aggressive Growth Portfolio
Balanced Portfolio
Worldwide Growth Portfolio

12
<PAGE>

Lincoln National Funds, managed by Lincoln Investment Management, Inc., 200
East Berry Street, Fort Wayne, IN 46802 and distributed by Lincoln Financial
Advisors, Inc., 350 Church Street, Hartford, CT 06103. Subadvisers are also
noted.
LN Bond Fund, Inc.
LN Capital Appreciation Fund, Inc. (Subadvised by Janus Capital Corp.)
LN Equity-Income Fund, Inc. (Subadvised by Fidelity Management Trust Co.)
LN Money Market Fund, Inc.
LN Social Awareness Fund, Inc. (Subadvised by Vantage Investment Advisors
Inc.)

MFS[RegTM] Variable Insurance Trust, managed by Massachusetts Financial
Services Company and distributed by MFS Fund Distributors, Inc., 500 Boylston
Street, Boston, MA 02116
MFS Capital Opportunities Series
MFS Research Series
MFS Total Return Series
MFS Utilities Series

Neuberger Berman Advisors Management Trust, managed and distributed by NB
Management Incorporated, 605 Third Avenue, 2nd Floor, New York, NY 10158-0006
Mid-Cap Growth Portfolio
Partners Portfolio

OCC Accumulation Trust, managed by OpCap Advisors and distributed by OCC
Distributors, One Financial Center, New York, NY 10281
OCC Trust Managed Portfolio

OppenheimerFunds, managed and distributed by OppenheimerFunds, Inc., Two World
Trade Center, New York, NY 10048
Oppenheimer Main Street Growth and Income Fund/VA

Templeton Variable Products Series Fund, managed by Templeton Investment
Counsel, Inc. and its Templeton and Franklin affiliates and distributed by
Franklin Templeton Distributors, Inc., 100 Fountain Parkway, St. Petersburg, FL
33716-1205
Templeton Asset Allocation Fund-Class 2
Templeton International Fund-Class 2
Templeton Stock Fund-Class 2

The investment advisory fees charged the Funds by their advisors are shown on
pages 6 - 7.

Below is a brief description of the investment objective and program of each
Fund. There can be no assurance that any of the stated investment objectives
will be achieved.

o American Century VP Income & Growth Fund (Large Cap Stocks): Seeks dividend
growth, current income and capital appreciation by investing in a
diversified portfolio of U.S. stocks.

o American Century VP International Fund (International): Seeks capital
appreciation over time by investing in the common stocks of foreign
companies that exhibit accelerating growth.

o Baron Capital Asset Fund-Insurance Shares (Mid-Cap Stocks): Seeks capital
appreciation through investments in securities of small sized companies with

13
<PAGE>

market capitalizations of approximately $100 million to $1.5 billion, and
medium sized companies with market capitalizations of $1.5 billion to $5
billion, with undervalued assets or favorable growth prospects.

o BT EAFE[RegTM] Equity Index Fund (International): Seeks to replicate as
closely as possible (before the deduction of expenses) the total return of
the Europe, Australia, Far East Index (the EAFE Index), a
capitalization-weighted index containing approximately 1,100 equity
securities of companies located outside the United States.

o BT Equity 500 Index Fund (Large Cap Stocks): Seeks to replicate as closely
as possible the performance of the Standard & Poor's 500 Composite Stock
Price Index, before the deduction of Fund expenses.

o BT Small Cap Index Fund (Small Cap Stocks): Seeks to replicate as closely as
possible (before the deduction of expenses) the total return of the Russell
2000 Small Stock Index (the "Russell 2000"), an index consisting of
approximately 2,000 small-capitalization common stocks.

o Delaware Group Delchester Series (High Yield Bonds): Seeks as high a current
income as possible by investing in rated and unrated corporate bonds
(including high yield bonds commonly known as junk bonds), U.S. government
securities and commercial paper. An investment in this Series may involve
greater risks than an investment in a portfolio comprised primarily of
investment grade bonds.

o Delaware Group Devon Series (Large Cap Stocks): Seeks current income and
capital appreciation by investing primarily in income-producing common
stocks that the investment manager believes have the potential for
above-average dividend increases over time. Under normal circumstances, the
Series will invest at least 65% of its total assets in dividend paying
common stocks.

o Delaware Group International Equity Series (International): Seeks long-term
growth without undue risk to principal by investing primarily in equity
securities of foreign issuers providing the potential for capital
appreciation and income.

o Delaware Group REIT Series (Specialty): Seeks to achieve maximum long-term
total return. Capital appreciation is a secondary objective. It seeks to
achieve its objectives by investing in securities of companies primarily
engaged in the real estate industry.

o Delaware Group Small Cap Value Series (Small Cap Stocks): Seeks capital
appreciation by investing primarily in small to mid-cap common stocks whose
market value appears low relative to their underlying value or future
earnings and growth potential. Emphasis will also be placed on securities of
companies that may be temporarily out of favor or whose value is not yet
recognized by the market.

o Fidelity VIP Growth Portfolio--Service Class (Large Cap Stocks): Seeks
long-term capital appreciation. The portfolio normally purchases common
stocks.

o Fidelity VIP II Asset Manager Portfolio--Service Class (Large Cap Stocks):
Seeks high long-term return with reduced risk by using a broad diversified
mix of stocks, bonds and short-term money market investments.

14
<PAGE>

o Fidelity VIP II Contrafund Portfolio--Service Class (Large Cap Stocks):
Seeks long-term capital appreciation by investing primarily in securities of
companies whose value the adviser believes is not truly recognized by the
public.

o Janus Aspen Series Aggressive Growth Portfolio (Mid-Cap Stocks): Seeks
long-term growth of capital by investing in medium sized companies whose
market capitalizations fall within the range of the MidCap 400 Index.

o Janus Aspen Series Balanced Portfolio (Large Cap Stocks): Seeks long-term
growth of capital consistent with the preservation of capital and balanced
by current income. The Portfolio normally invests 40-60% of its assets in
securities selected primarily for their growth potential and 40-60% of its
assets in securities selected primarily for their income potential.

o Janus Aspen Series Worldwide Growth Portfolio (Large Cap Stocks): Seeks
long-term growth of capital in a manner consistent with the preservation of
capital by investing primarily in common stocks of foreign and domestic
issuers.

o Lincoln National Bond Fund, Inc. (Long Term Bonds): Seeks maximum current
income consistent with prudent investment strategy. The Fund invests
primarily in medium and long-term corporate and government bonds.

o Lincoln National Capital Appreciation Fund, Inc. (Large Cap Stocks): Seeks
long-term growth of capital in a manner consistent with preservation of
capital. The fund invests in a large number of companies of all sizes if the
companies are competing well and if their products and services are in high
demand. It may also buy some money market securities and bonds, including
junk (high risk) bonds.

o Lincoln National Equity-Income Fund, Inc. (Large Cap Stocks): Seeks to
achieve reasonable income by investing primarily in income-producing equity
securities. The fund invests mostly in high-yielding bonds (including junk
bonds).

o Lincoln National Money Market Fund, Inc. (Money Market): Seeks maximum
current income consistent with the preservation of capital. The Fund
allocates its assets among several categories of equity and fixed-income
securities, both of U.S. and foreign insurers.

o Lincoln National Social Awareness Fund, Inc. (Mid-Large Cap Stocks): Seeks
long-term capital appreciation with income as a secondary objective by
investing in companies which meet the Fund's "Social Criteria".

o MFS Capital Opportunities Series (Large Cap Stocks): Seeks capital
appreciation. Dividend income, if any, is a consideration incidental to the
Portfolio's objective of capital appreciation.

o MFS Research Series (Large Cap Stocks): Seeks long-term growth of capital
and future income by investing in equity securities of companies believed to
possess better than average prospects for long-term growth.

o MFS Total Return Series (Balanced or Total Return): Seeks primarily to
obtain above-average income (compared to a portfolio entirely in equity
securities) consistent with the prudent employment of capital, and
secondarily to provide a reasonable opportunity for growth and income.

o MFS Utilities Series (Specialty): Seeks capital growth and current income
(income above that available from a portfolio invested entirely in equity
securities)

15
<PAGE>

by investing, under normal circumstances, at least 65% of its assets in
equity and debt securities of utility companies.

o Neuberger Berman AMT Mid-Cap Growth Portfolio (Mid-Cap Stocks): Seeks growth
of capital through an investment approach that is designed to increase
capital with reasonable risk. It invests mainly in common stocks of
mid-to-large capitalization companies.

o Neuberger Berman AMT Partners Portfolio (Mid-Large Cap Stocks): Seeks growth
of capital and invests mainly in common stocks of mid-to-large
capitalization companies.

o OCC Trust Managed Portfolio (Balanced or Total Return): Seeks growth of
capital over time through investment in a portfolio of common stocks, bonds
and cash equivalents, the percentage of which will vary based on
management's assessments of relative investment values.

o Oppenheimer Main Street Growth and Income Fund/VA (Large Cap Stocks): Seeks
a high total return (which includes growth in the value of its shares as
well as current income) from equity and debt securities. From time to time
the Fund may focus on small to medium capitalization common stocks, bonds
and convertible securities.

o Templeton Asset Allocation Fund--Class 2 (Global Stocks): Seeks a high level
of total return. Invests in stocks of companies in any nation, debt
securities of companies and governments of any nation, and in money market
instruments. Assets are allocated among different investments depending upon
worldwide market and economic conditions.

o Templeton International Fund--Class 2 (International Stocks): Seeks long-
term capital growth. Invests primarily in stocks of companies outside the
United States, including emerging markets. Any income realized will be
incidental.

o Templeton Stock Fund--Class 2 (Global Stocks): Seeks long-term capital
growth. Invests primarily in equity securities issued by companies, large
and small, in various nations throughout the world, including the United
States and emerging markets.

There is no assurance that the Funds will achieve their investment objectives.
Policy owners bear the full investment risk of investments in the Funds
selected.

Some of the above Funds may use instruments known as derivatives as part of
their investment strategies, as described in their respective prospectuses. The
use of certain derivatives such as inverse floaters and principal only debt
instruments may involve higher risk of volatility to a Fund. The use of
leverage in connection with derivatives can also increase risk of losses. See
the prospectuses for the Funds for a discussion of the risks associated with an
investment in those funds. You should refer to the accompanying prospectuses of
the Funds for more complete information about their investment policies and
restrictions.

Mixed and Shared Funding

Shares of the Funds are available to insurance company separate accounts which
fund variable annuity contracts and variable life insurance policies, including
the Policy described in this Prospectus. Because Fund shares are offered to
separate accounts of

16
<PAGE>

both affiliated and unaffiliated insurance companies, it is conceivable that,
in the future, it may not be advantageous for variable life insurance separate
accounts and variable annuity separate accounts to invest in these Funds
simultaneously, since the interests of such Policyowners or contractholders may
differ. Although neither the Company nor the Funds currently foresees any such
disadvantages either to variable life insurance or to variable annuity
policyholders, each Fund's Board of Trustees/Directors has agreed to monitor
events in order to identify any material irreconcilable conflicts which may
possibly arise and to determine what action, if any, should be taken in
response thereto. If such a conflict were to occur, one of the separate
accounts might withdraw its investment in a Fund. This might force that Fund to
sell portfolio securities at disadvantageous prices.

Fund Participation Agreements

LLANY has entered into agreements with the various Funds and their advisors or
distributors under which LLANY makes the Funds available under the Policies and
performs certain administrative services. In some cases, the advisors or
distributors may compensate LLANY at annual rates of between --% and --% of
assets in a particular Fund attributable to the Policies.

CHARGES & FEES

Premium Load

The premium load is deducted from your premium payments. This load represents
sales and administrative expenses associated with the startup and maintenance
of the policy.

1. Guaranteed Maximum Premium Load

For all cases, the premium load is guaranteed to be no higher than the amounts
shown in the following table:

<TABLE>
<CAPTION>
For the Portion of For the Portion of
Premiums Paid up to Target Premiums Paid greater than
Premium -- load as a Target Premium -- load as a
Policy Year(s) percentage of that portion percentage of that portion
- ---------------- ---------------------------- ----------------------------
<S> <C> <C>
1 12.0% 5.0%
2-5 9.0% 5.0%
6 and after 5.0% 5.0%
</TABLE>

2. Current Premium Load

The current premium load for cases with average annual planned premiums of
$100,000 or greater but less than $1,000,000, is shown in the following table:

<TABLE>
<CAPTION>
For the Portion of For the Portion of
Premiums Paid up to Target Premiums Paid greater than
Premium -- load as a Target Premium -- load as a
Policy Year(s) percentage of that portion percentage of that portion
- ---------------- ---------------------------- ----------------------------
<S> <C> <C>
1 10.50% 2.50%
2-5 7.50% 1.50%
6-7 3.50% 1.50%
8 and after 1.50% 1.50%
</TABLE>

17
<PAGE>

The current premium load for cases with average annual planned premiums of
$1,000,000 or greater, is shown in the following table:

<TABLE>
<CAPTION>
For the Portion of For the Portion of
Premiums Paid up to Target Premiums Paid greater than
Premium -- load as a Target Premium -- load as a
Policy Year(s) percentage of that portion percentage of that portion
- ---------------- ---------------------------- ----------------------------
<S> <C> <C>
1 7.50% 1.00%
2 6.00% 1.00%
3-5 3.50% 1.00%
6 and after 1.50% 1.00%
</TABLE>

Premium Load Refund

Under certain circumstances described below, if you surrender your Policy up to
60 months after Date of Issue, if your Policy is not in default, you may be
entitled to a credit for some or all of the premium loads which have been
deducted from your premium payments. To determine the Surrender Value during
the premium load refund period, the Total Account Value will be reduced by the
amount of any Loan Account Value, including accrued interest. That amount would
be increased by the applicable credit for the premium load. A decrease in the
specified amount in Policy Years 1 or 2 will proportionately decrease the
amount of the premium load refund. This refund is not guaranteed and is not
available if your policy is in default.

Currently, for cases with average annual planned premiums of $100,000 or
greater but less than $1,000,000, if a policy is surrendered during the first
twelve months after the Date of Issue, the refund is 7% of premium paid in the
first Policy Year up to the Target Premium and 3% of premium paid in the first
Policy Year above Target Premium. For months 13 through 24, the refund is 75%
of the First Policy Year refund amount. There is no refund after 24 months.

Currently, for cases with average annual planned premiums of $1,000,000 or
greater, if a policy is surrendered during the first twelve months after the
Date of Issue, the refund is 7.50% of premium paid in the first Policy Year up
to the Target Premium plus the premium tax charge and 1% of premium paid in the
first Policy Year above Target Premium plus the premium tax charge. For months
13 through 60, the refund is 100% of the First Policy Year refund amount plus
the premium tax charge. There is no refund after 60 months.

Premium Tax Charge

An amount equal to the state and municipal taxes associated with premiums
received is deducted from premium payments. For Policies issued or delivered in
New York, this charge is currently 1.75% and is guaranteed not to exceed 5% of
premium received.

Charges and Fees Assessed Against the Total Account Value

A Monthly Deduction is made from the Total Account Value. The Monthly Deduction
is made as of the same day each month, beginning with the Date of Issue. The
Monthly Deduction includes the Cost of Insurance and any charges for
supplemental riders or benefits. The Cost of Insurance is the portion of the
monthly deduction attributable to the basic insurance coverage, not including
riders, supplemental benefits or monthly expense charges. The Cost of Insurance
depends on the Issue Age, risk class of the Insured and the number of Policy
Years elapsed and Specified Amount of the Policy.

18
<PAGE>

Once a Policy is issued, Monthly Deductions, including Cost of Insurance
charges, will begin as of the Date of Issue, even if the Policy's issuance was
delayed due to underwriting requirements, and will be in amounts based on the
Specified Amount of the Policy issued, even if any temporary insurance coverage
provided during the underwriting period was for a lesser amount.

The Monthly Deduction also includes a monthly administrative expense charge of
$6 currently, guaranteed not to exceed $10 during all Policy Years.

The monthly administrative expense charge is for items such as premium billing
and collection, Policy value calculation, confirmations and periodic reports
and will not exceed our costs. The Monthly Deduction is deducted
proportionately from each funding option, if more than one is used. This is
accomplished by liquidating Accumulation Units and withdrawing the value of the
liquidated Accumulation Units from each funding option in the same proportion
as their respective values have to your Fixed Account and Separate Account
Values.

Mortality and Expense Risk Charge

The Company deducts a daily charge from the assets of Account S for mortality
and expense risks assumed by it in connection with the Policy.

Currently, the amount of this charge, on an annualized basis, is the following
percentage of Policy value in the Separate Account:

Currently, for cases with average annual planned premiums of $100,000 or
greater but less than $1,000,000, the mortality and expense risk charge on an
annualized basis equals the following percentage of policy value in the
Separate Account:

<TABLE>
<S> <C>
Annualized Mortality and
Policy Years Expense Risk Charge
1-10 0.65%
11-20 0.45%
21 and thereafter 0.35%
</TABLE>

<TABLE>
<S> <C>
Annualized Mortality and
Policy Years Expense Risk Charge
1-10 0.40%
11-20 0.20%
21 and thereafter 0.10%
</TABLE>

The mortality and expense risk charge is assessed to compensate the Company for
assuming certain mortality and expense risks under the Policies. The Company
reserves the right to increase the mortality and expense risk charge if it
believes that circumstances have changed so that current charges are no longer
adequate. In no event will the mortality and expense risk charge on an
annualized basis exceed the following:

19
<PAGE>

<TABLE>
<S> <C>
Annualized Mortality and
Policy Years Expense Risk Charge
1-10 1.10%
11-20 0.90%
21 and thereafter 0.80%
</TABLE>

Reduction of Charges

The Policies are available for purchase by corporations or other groups where
the individuals share a common employer or affiliation with the group or
sponsoring organization. Each Policy covers a single insured. We reserve the
right to reduce premium loads or any other charges on certain multiple life
sales ("cases") where it is expected that the amount or nature of such cases
will result in savings of sales, underwriting, administrative or other costs.
Eligibility for these reductions and the amount of reductions will be
determined by a number of factors, including the number of lives to be insured,
the total premiums expected to be paid, total assets under management for the
Policy owner, the nature of the relationship among the insured individuals, the
purpose for which the policies are being purchased, expected persistency of the
individual policies, and any other circumstances which we believe to be
relevant to the expected reduction of our expenses. Some of these reductions
may be guaranteed and others may be subject to withdrawal or modification by us
on a uniform case basis. Reductions in charges will not be unfairly
discriminatory to any Policy owners.

POLICY CHOICES

When you buy a Policy, you make several important choices:

o The amount of premium you intend to pay;

o Which one of the three Death Benefit Options you would like, and the Premium
Accumulation Rate you would like if you choose Death Benefit Option 3;

o The way your net premiums will be allocated to the Funds and/or the Fixed
Account.

Each of these choices is described in detail below:

Premium Payments

Planned Premiums are those premiums you choose to pay on a scheduled basis. We
will bill you annually, semiannually, or quarterly, or at any other agreed-upon
frequency. Additional Premiums are any premiums you pay in addition to Planned
Premiums.

Payment of Minimum Monthly Premiums, Planned Premiums, or Additional Premiums
in any amount will not guarantee that your Policy will remain in force.
Conversely, failure to pay Planned Premiums or Additional Premiums will not
necessarily cause your Policy to lapse. The Policy's surrender value must be
sufficient to cover the next Monthly Deduction.

At any time, you may increase your Planned Premium by written notice to us, or
pay Additional Premiums, except that:

20
<PAGE>

o We may require evidence of insurability if the Additional Premium or the new
Planned Premium during the current Policy Year increases the difference
between the Death Benefit and the Total Account Value. If satisfactory
evidence of insurability is requested and not provided, we will refund the
increase in premium without interest and without investing such amounts in
the underlying funding options.

o If, at any time, a premium is paid which would result in total premiums
exceeding such maximum premium limitations, we will only accept that portion
of the premium which will make total premiums equal to the maximum. Any part
of the premium in excess of that amount will be returned or applied as
otherwise agreed and no further premiums will be accepted until allowed by
the then-current maximum premium limitations prescribed by law.

o If you make a sufficient premium payment when you apply for a Policy, and
have answered favorably to certain questions relating to the Insured's
health, a "temporary insurance agreement" in the amount applied for (subject
to stated maximums) will be provided.

o After your first premium payment all premiums must be sent to our
Administrative Office. Your premium payments received will be allocated as
you have directed and amounts allocated to the Funds will be credited at the
Accumulation Unit value determined at the end of the business day after each
payment is received.

You may reallocate your future premium payments at any time free of charge. Any
reallocation will apply to premium payments made after you have received
written verification from us.

Under limited circumstances, we may backdate a Policy, upon request, by
assigning a Date of Issue earlier than the date the application is signed, but
no earlier than six months prior to state approval of the Policy. The Date of
Issue is the date from which policy years, policy anniversaries and Attained
Age are determined. The Date of Coverage is the date on or after the Date of
Issue that the initial premium has been paid (1) while the Insured is alive and
(2) prior to any change in health and insurability, as represented in the
application. Issue Age is the Insured's age on his/her birthday closest to the
Policy Date of Issue. Backdating may be desirable, for example, so that you can
purchase a particular Specified Amount for lower cost of insurance rates, based
on a younger insurance age. For a backdated Policy, you must pay the minimum
premium payable for the period between the Date of Issue and the date the
initial premium is invested in the Separate Account. Backdating of your Policy
will not affect the date on which your premium payments are credited to the
Separate Account and you are credited with Accumulation Units. You cannot be
credited with Accumulation Units until your Net Premium Payment is actually
deposited in the Separate Account. (See "Policy Values.")

If we decline an application for a policy we will refund all premium payments
made.

This Policy must satisfy the Cash Value Accumulation testing method to qualify
as a life insurance contract for tax purposes under Section 7702 of the Code.
This requires a life insurance policy to meet minimum ratios of life insurance
coverage to Total Account Value. We refer to the ratios as Applicable
Percentages. We refer to required life insurance coverage in excess of the
Total Account Value as the Death Benefit corridor.

The Cash Value Accumulation test does not limit premiums which may be paid but
has required Applicable Percentages. For example, Applicable Percentages for
Non-

21
<PAGE>

Smokers range from 670% at Attained Age 20 to 350% at Attained Age 40 to 100%
at Attained Age 100.

The payment of higher premiums, which is associated with the Cash Value
Accumulation method, increases the possibility that the amount paid into the
Policy will exceed the amount that would have been paid had the Policy provided
for seven level annual premiums (the "7-pay test"). If premiums paid exceed
such limits during any 7-pay testing period, any partial surrender or Policy
loan may be subject to federal income taxation.

Death Benefit Options

At the time of purchase, you must choose from three available Death Benefit
Options. The amount payable under the option chosen will be determined as of
the date of the Insured's death. The Death Benefit may be affected by partial
surrenders. The Death Benefit for all three options will be reduced by the Loan
Account Value plus any accrued interest.

Under Option 1, the Death Benefit will be the greater of the Specified Amount
or Target Face Amount if a Term Insurance Rider is attached to the Policy (see
"Term Insurance Rider"), or the Applicable Percentage of the Total Account
Value. Option 1 generally provides a level Death Benefit.

Under Option 2, the Death Benefit will be the greater of the Specified Amount,
plus the Total Account Value or the Target Face Amount if a Term Insurance
Rider is attached to the Policy (see "Term Insurance Rider"), or the Applicable
Percentage of the Total Account Value. Option 2 provides a varying Death
Benefit which increases or decreases over time, depending on the amount of
premium paid and the investment performance of the underlying funding options
you choose.

Under Option 3, the Death Benefit will be the greater of the Specified Amount
plus the Accumulated Premium(s) accumulated at the Premium Accumulation Rate or
Target Face Amount if a Term Insurance Rider is attached to the Policy (see
"Term Insurance Rider"), or the Applicable Percentage of the Total Account
Value but will not exceed the total Death Benefit paid under Option 2. This
option may only be selected at issue.

The Accumulated Premium is the sum of all the premiums paid from the Date of
Issue accumulated or the Premium Accumulation Rate. You select the Premium
Accumulation Rate at issue. Any rate requested in excess of 10% may be subject
to additional underwriting.

The choice of Death Benefit Option should be based upon the pattern of Death
Benefits which best matches the intended use of the Policy. For example, an
Option 1 Policy should be chosen for a simple, fixed, level total Death Benefit
need. Option 2 would be chosen to provide a level death benefit in addition to
the Policy Total Account Value, and Option 3 would provide a level death
benefit for the Specified Amount plus a return of Accumulated Premiums.

Choosing the option which provides the lowest pattern of Death Benefits which
meets the desired need will be the most efficient for accumulating potential
cash value, since the lower Cost of Insurance charges will improve the growth
or preservation of the Total Account Value. Other than providing the
appropriate pattern

22
<PAGE>

of desired Death Benefits, there is no economic advantage of one option over
another, since the Cost of Insurance charges for all three Options are based
upon the amount at risk, the difference between the Death Benefit and the Total
Account Value each month.

The same is true for the choice of a Premium Accumulation Rate under Option 3.
Choice of a higher Premium Accumulation Rate will cause the death benefit to
increase more rapidly, but this will also generate higher Cost of Insurance
charges and lower the potential growth in Total Account Value.

Allocations and Transfers to Funding Options

At purchase, you must decide how to allocate your Net Premiums among the Funds
and/or the Fixed Account. Net Premiums must be allocated in whole percentages.
You should carefully consider current market conditions and each Fund's
investment policies and related risks before allocating money to or
transferring values among the Funds.

Before the Maturity Date, you may transfer Policy values from one Fund to
another at any time, or to the Fixed Account. After the first 18 months from
Date of Issue the Company reserves the right to charge $25 for each transfer
after the twelfth transfer per year. Within 45 days after each Policy
anniversary, and before the Maturity Date, you may also transfer a portion of
the Fixed Account Value to one or more Funds. A transfer from the Fixed Account
is allowed only once in the 45-day period after the Policy Anniversary and will
be effective as of the next Valuation Period after your request is received by
our Administrative Office. The amount of such transfer cannot exceed the
greater of 25% of the greatest amount held in the Fixed Account Value during
the prior 5 years or $1000.

Any transfer among the Funds or to the Fixed Account will result in the
crediting and cancellation of Accumulation Units based on the Accumulation Unit
values determined at the end of the Valuation Period after your request is
received by our Administrative Office. (See "Accumulation Unit Value.") The
Valuation Period is the period of time from when the Company determines the
Accumulation Unit Value and Settlement Option Unit Value of a variable
investment option until the next time it determines such unit value. Currently,
the calculation occurs after the close of business of the New York Stock
Exchange on any normal business day, Monday through Friday, that the New York
Stock Exchange is open.

POLICY VALUES

Total Account Value

The Total Account Value is the sum of the Fixed Account Value, the Separate
Account Value and the Loan Account Value.

We will allocate each Net Premium (the premium paid, less both the premium load
and the premium tax charge) to a funding option in the Separate Account and
credit it in the form of Accumulation Units. An Accumulation Unit is used to
measure the value of a Policy owner's interest in each applicable funding
option used to calculate the value of the variable portion of the Total Account
Value before election of a settlement option. We will credit each Net Premium
we receive after your policy is issued to your Policy at the Accumulation Unit
Value for a selected Fund at the end of the business day we receive it. The
number of Accumulation Units credited is the

23
<PAGE>

Net Premium divided by that Accumulation Unit Value. Shares in each Fund you
select will be purchased for the Separate Account at the Fund's net asset value
next computed after we receive the Net Premium. Since each Fund has its own
Accumulation Unit value if you choose a combination of funding options, you
will have Accumulation Units credited for each funding option.

Separate Account Value is the sum of values in each Separate Account funding
option which is the total number of Accumulation Units times the current
Accumulation Unit Value. To that we add any Fixed Account values and any Loan
Account Values to arrive at the Policy's Total Account Value.

The number of Accumulation Units you have is not changed by any change in the
value of an Accumulation Unit. The number is increased by contributions or
transfers and decreased by charges and withdrawals.

There is no guarantee that the Separate Account Value will equal or exceed Net
Premiums placed in the Separate Account.

We will notify you annually as to the number of Accumulation Units credited to
your Policy for each Fund, the current Accumulation Unit values, the Separate
Account Value, the Fixed Account Value, and the Total Account Value.

Accumulation Unit Value

We convert any Net Premium payment allocated to, or Policy Value transferred to
a Sub-Account into Accumulation Units. The Accumulation Unit Value for a Sub-
Account is determined by:

o multiplying the Fund shares owned by the Sub-Account at the beginning of the
business day by the Fund net asset value per share at the end of the
business day and adding any dividend or other distribution during the
business day; minus

o the daily Sub-Account charges, including any tax charge or credit; and

o dividing the result of the foregoing subtraction by the number of
Accumulation Units for that Sub-Account at the beginning of the business
day.

The Accumulation Unit Value may increase or decrease from business day to
business day.

Maturity Value

The Maturity Date is the Policy Anniversary nearest the Insured's 100th
birthday.

The Maturity Value of the Policy is the Total Account Value on the Maturity
Date, less the Loan Account Value and any unpaid accrued interest.

Surrender Value

The Surrender Value of your Policy is the amount you can receive in cash by
surrendering the Policy. This equals the Total Account Value minus the Loan
Account Value and any accrued interest, plus any credit for premium loads paid.
All or part of the Surrender Value may be applied to one or more of the
Settlement Options.

24
<PAGE>

POLICY RIGHTS

Partial Surrenders

A partial surrender may be made at any time after the first Policy Year. If, at
the time of a partial surrender your Total Account Value is attributable to
more than one funding option, the transaction charge and the amount paid to you
upon the surrender will be taken proportionately from the Accumulation Unit
values in each funding option.

The amount of a partial surrender may not exceed the Surrender Value on the
date the request is received and may not be less than $500.

Partial surrenders may only be made prior to election of a Settlement Option.

For an Option 1 Death Benefit Policy (see "Death Benefit Options"):

A partial surrender will reduce the Total Account Value, Death Benefit, and
Specified Amount. The Specified Amount and Total Account Value will be reduced
by equal amounts and will reduce any past increases in the reverse order in
which they occurred.

For an Option 2 Death Benefit Policy (see "Death Benefit Options"):

A partial surrender will reduce the Total Account Value and the Death Benefit,
but it will not reduce the Specified Amount.

For an Option 3 Death Benefit Policy (see "Death Benefit Options"):

We will pay you on a full or partial surrender within seven calendar days after
we receive your written request in our Administrative Office in satisfactory
form. Payment may be postponed if the New York Stock Exchange has been closed
or trading has been restricted or an emergency exists. Your payment from the
Fixed Account Values may be deferred up to six months except when used to pay
premiums to the Company.

The Specified Amount remaining in force after a partial surrender may not be
less than $100,000. Any request for partial surrender that would reduce the
Specified Amount below this amount will not be granted. In addition, if,
following the partial surrender and the corresponding decrease in the Specified
Amount, the Policy would not comply with the maximum premium limitations
required by federal tax law, the decrease may be limited to the extent
necessary to meet the federal tax law requirements.

Reinstatement of a Lapsed Policy

A lapse occurs if your Monthly Deduction is greater than the Policy's Surrender
Value and you make no payment to cover the deduction within 61 days of our
notifying you.

25
<PAGE>

You can apply for reinstatement within five years after the date of lapse and
before the Maturity Date. To reinstate your Policy we will require satisfactory
evidence of insurability and an amount sufficient to pay for the current
Monthly Deductions, plus two additional Monthly Deductions. In the event of
reinstatement, the Policy will be reinstated on the Monthly Deduction day
following our approval. The Policy's Total Account Value at reinstatement will
be the net premium paid less the Monthly Deduction due that day. Any loan
Account Value will not be reinstated.

Policy Loans

The maximum loan amount is 90% of Total Account Value. The Loan Account Value,
which is the loan amount plus interest, reduces any proceeds payable.

Any loan made will be taken proportionally from the amount in each funding
option. Repayments on the loan will be allocated in proportion to current
premium allocations, and will reduce the Loan Account Value.

The annual rate we charge during any Policy Year will be:

o the monthly average (Moody's Investors Service, Inc. Composite Yield on
Corporate Bonds) for the calendar month which ends two months before the
month in which the Policy Anniversary occurs, or, if greater,

o 4.8%

This rate may increase only when it would be at least 0.5% higher than the
prior Policy Year's and decrease only when it would be at least 0.5% lower than
the prior Policy Year's.

When you take a loan, we will tell you the current policy loan interest rate.
We will tell you in advance of any interest rate change. You must pay interest
on the anniversary of the loan, or earlier upon surrender, payment of proceeds,
or maturity of a Policy. Any unpaid interest is added to the loan.

The loan account value will earn interest at an annual rate equal to the policy
loan interest rate less an annual rate, which we call a spread, not to exceed
0.80%.

Annual Loan Interest earned = policy loan interest rate - spread

Currently, the spread is the following:

o For cases with average annual planned premiums of $100,000 or greater but
less than $1,000,000:

<TABLE>
<S> <C>
Years 1--10 0.70%
Years 11 and thereafter 0.35%
</TABLE>

o For cases with average annual planned premiums of $1,000,000 or greater:

<TABLE>
<S> <C>
Years 1--10 0.40%
Years 11--20 0.20%
Years 20 and thereafter 0.10%
</TABLE>

26
<PAGE>

The interest earned by the Loan Account Value will be added to the Fixed
Account Value and the Separate Account Value in the same proportion in which
the loan amount was originally deducted from these values.

Policy Changes

You may make changes to your Policy as described below by submitting a written
request to our Administrative Office in a form satisfactory to us.

Increases: You may increase the Specified Amount of your Policy any time
subject to satisfactory evidence of insurability which may be required.

Decreases: Generally, you may decrease the Specified Amount of your Policy with
our consent; however, no decrease may reduce the Specified Amount below the
minimum for the type of Policy (see "Death Benefit Options"), and the
availability of decreases before the eighth Policy Year is subject to approval
of this feature by the New York Insurance Department and to the Company's
satisfaction that the decrease is intended to meet a legitimate, non-insurance
related business need of the Policy owner.

o Changes from Death Benefit Option 1 to Death Benefit Option 2 are allowed at
any time. The new Specified Amount will equal the Specified Amount less the
Total Account Value at the time of the change.

o Changes from Death Benefit Option 2 to Death Benefit Option 1 are allowed at
any time. The new Specified Amount will equal the Specified Amount plus the
Total Account Value as of the time of the change.

o Changes from Death Benefit Option 3 to Death Benefit Option 1 are allowed at
any time. The Specified Amount will be increased to equal the Specified
Amount prior to the change plus the lesser of the Accumulated Premiums or
the Total Account Value at the time of the change.

o Changes from Death Benefit Option 3 to Death Benefit Option 2 are allowed at
any time. The Specified Amount will be reduced to equal the Specified Amount
prior to the change minus the greater of zero or the difference between the
Total Account Value and the sum of the Accumulated Premiums at the time of
the change.

o Changes from Death Benefit Options 1 or 2 to Death Benefit Option 3 are not
allowed.

Right to Examine the Policy

The Policy has a "Right to Examine Period" during which you may examine the
Policy. If, for any reason, you are dissatisfied, it may be returned to our
Administrative Office for a refund. It must be returned within ten days after
you receive the Policy. If you return (cancel) the Policy, we will pay a refund
equal to all premiums paid, without interest. Refunds will usually occur within
seven days of notice of cancellation, although a refund of premiums you paid by
check may be delayed until the check clears your bank.

DEATH BENEFIT

The Death Benefit under the Policy will be paid in a lump sum within seven days
after we receive due proof of the Insured's death (a certified copy of the
death certificate), unless you or the beneficiary have elected that it be paid
under one or

27
<PAGE>

more of the Settlement Options or such options as we may choose to make
available in the future. Payment of the Death Benefit may be delayed if the
Policy is being contested.

POLICY SETTLEMENT

Settlement Options

Proceeds in the form of Settlement Options are payable by the Company upon the
Insured's death, upon Maturity of the Policy, or upon election of one of the
Settlement Options.

Upon the death of the Insured, the proceeds of the Policy will be paid to the
Beneficiary(ies) in the form of an annuity in Settlement Option 1, 2 or 3 if
the Beneficiary(ies) so elect. An annuity is a series of payments for a
definite period of time or for the life of an individual. For Settlement Option
4, payments of requested amounts are made at the request of the Payee or
payments may be through one of the other available Settlement Options.

All or part of the Proceeds of this Policy may be applied, under one or more of
the options described below. An election shall be made by written request to
our Administrative Office. The Payee of Proceeds may make this election if no
prior election has been made.

The Payee must designate whether the payments will be:

o on a fixed basis,

o on a variable basis, or

o a combination of fixed and variable bases.

Variable Settlement Options will be supported by the then available Funds of
the Company's Variable Annuity Account N (Account N), a separate account very
similar to the Separate Account, except that Account N supports variable
annuity benefits rather than variable life insurance benefits. We will provide
an Account N prospectus in connection with selection of a Settlement Option.
That prospectus will describe the available Funds, the cost and expenses of
such Funds and the charges imposed on Account N. The available Funds may be,
and the charges imposed on Account N are expected to be, different from those
that relate to the Separate Account prior to commencement of a Settlement
Option. Accordingly, you should review the Account N prospectus, as well as
prospectuses for Account N's underlying Funds, prior to selecting any variable
payment Settlement Option. A minimum monthly payment of $50 from each funding
option will be required.

You make transfers among Funds while receiving payments on a variable basis
under our administrative procedures in effect at the time. Currently, we limit
the number of transfers to three per calendar year, but we can change this
limit in the future.

If no designation is made, the Separate Account Value shall be used to provide
a variable payment, and the Fixed Account Value shall be used to provide a
fixed payment.

If a fixed annuity is chosen, the annuity purchase rate for the option chosen
will reflect at least the minimum guaranteed interest rate of 3.0%.

28
<PAGE>

Annuity Payment Options:

Option 1 -- Life Annuity/Life Annuity with Guaranteed Period -- Fixed and/or
variable annuity payments will be made for the lifetime of the Annuitant with
no certain period, or life and a 10 year certain period, or life and a 20 year
certain period.

Option 2 -- Unit Refund Life Annuity -- Variable annuity payments will be made
for the lifetime of the Annuitant with the guarantee that upon death, if (a)
the number of the Fund settlement option annuity units initially purchased
(determined by dividing the total dollar amount applied to purchase this
settlement option by the Fund settlement option annuity unit value on the
Annuity Commencement Date) is greater than (b) the number of Fund settlement
option annuity units paid as part of each variable annuity benefit payment
multiplied by the number of annuity benefit payments paid prior to death; then
a refund payment equal to the number of Fund settlement option annuity units
determined by (a) minus (b) will be made. The refund payment value will be
determined using the Fund settlement option annuity unit value on the Valuation
Date on which the death claim is approved by us for payment after we have
received (1) proof of death acceptable to us; (2) written authorization for
payment; and (3) all claim forms, fully completed.

Option 3 -- Cash Refund Life Annuity -- Fixed annuity payments will be made for
the lifetime of the Annuitant with the guarantee that upon death, if (a) the
total dollar amount applied to purchase this option is greater than (b) the
fixed annuity benefit payment multiplied by the number of annuity benefit
payments paid prior to death; then a refund payment equal to the dollar amount
of (a) minus (b) will be made. The refund payment will be made on the Valuation
Date on which the death claim is approved by us for payment after we are in
receipt of (1) proof of death acceptable to us; (2) written authorization for
payment; and (3) all claim forms, fully completed.

Option 4 -- Joint Life Annuity/Joint Life Annuity with Guaranteed Period --
Fixed and/or variable payments will be made during the joint life of the
Annuitant and a Joint Annuitant of the Owner's choice. Payments will be made
for life with no certain period, or life and a 10 year certain period, or life
and a 20 year certain period. Payments continue for the life of the survivor at
the death of the Annuitant or Joint Annuitant.

Other Options -- other options may be available as agreed upon in writing by
us.

TERM INSURANCE RIDER

The Policy can be issued with a Term Insurance Rider as a portion of the total
Death Benefit. The Rider provides term life insurance on the life of the
Insured, which is annually renewable to Attained Age 100. This rider will
continue in effect unless explicitly canceled by the Policy owner. The Rider
provides a vehicle for short-term insurance protection for Policy owners who
desire lower required premiums under the Policy, in anticipation of growth in
Total Account Value to fund life insurance coverage in later Policy Years. The
amount of coverage provided under the Rider's Benefit Amount, varies from month
to month.

The Benefit Amount is the Target Face Amount minus the Specified Amount.
However, if the Death Benefit of the Policy is defined as a percentage of the
Total Account Value, the Benefit Amount is zero.

29
<PAGE>

The cost of the Rider is added to the Monthly Deductions, and is based on the
Insured's premium class, Issue Age and the number of Policy Years elapsed. We
may adjust the monthly rider rate from time to time, but the rate will never
exceed the guaranteed cost of insurance rates for the Rider for that Policy
Year.

If the Policy's Death Benefit increases as a result of an increase in Total
Account Value (see "Life Insurance Qualification"), the Rider's Target Death
Benefit will be reduced by an equivalent amount to maintain the total desired
Death Benefit.

The Rider's Death Benefit is included in the total Death Benefit paid under the
Policy. (See "Death Benefit Options.")

THE COMPANY

Directors and Officers of LLANY

The following persons are Directors and Officers of LLANY. Except as indicated
below, the address of each is 120 Madison Street, Suite 1700, Syracuse, NY
13202, and each has been employed by LLANY or its affiliates for more than 5
years.

<TABLE>
<CAPTION>
Name, Address and
Position(s) with Registrant Principal Occupations Last Five Years
- ----------------------------- ------------------------------------------------------------
<S> <C>
Roland C. Baker President [1/95-present], First Penn-Pacific Life Insurance
Director Co. Formerly: Chairman and CEO [7/88-1/95], Baker,
1801 S. Meyers Road Rakish, Shipley & Politzer, Inc.
Oakbrook Terrace, IL 60181

J. Patrick Barrett Chairman and Chief Executive Officer, CARPAT
Director Investments
4605 Watergap
Manlius, NY 13104

David N. Becker Vice President and Chief Actuarial Officer, The
Second Vice President and Lincoln National Life Insurance Company
Appointed Actuary
1300 South Clinton Street
Fort Wayne, IN 46802

Thomas D. Bell, Jr. President and Chief Executive Officer Young & Rubicam
Director [1/00-present], Formerly: President and Chief Executive
285 Madison Avenue Officer [4/95-9/98], Burson-Marstellar; Vice Chairman
New York, NY 10017 [4/95-5/95], Gulfstream Aerospace Corp.

Jon A. Boscia President, Chief Executive Officer and Director, Lincoln
Director National Corp. [1/98-present], Formerly: President and
Centre Square Chief Executive Officer [10/96-1/98], and Chief Operating
West Tower Officer [5/94-10/96], The Lincoln National
Suite 3900 Life Insurance Co.
Philadelphia, PA 19102
</TABLE>

30
<PAGE>

<TABLE>
<CAPTION>
Name, Address and
Position(s) with Registrant Principal Occupations Last Five Years
- ----------------------------- ----------------------------------------------------------
<S> <C>
John H. Gotta Director, Second Vice President and Assistant Secretary
Director, Second [12/99-present], Lincoln Life & Annuity Company of New
Vice President and York; Chief Executive Officer of Life Insurance, Senior
Assistant Secretary Vice President and Assistant Secretary [12/99-present]
350 Church Street The Lincoln National Life Insurance Company. Formerly:
Hartford, CT 06103 Senior Vice President and Assistant Secretary [4/98-12/
99]; Senior Vice President [2/98-4/98]; Vice President
and General Manager [1/98-2/98] The Lincoln National
Life Insurance Co; Senior Vice President, Connecticut
General Life Insurance Company [3/96-12/97]; Vice
President, Connecticut (Massachusetts Mutual) Mutual
Life Insurance Company [8/94-3/96].

Barbara S. Kowalczyk Senior Vice President, Corporation Planning [5/94-
Director present], Lincoln National Corporation
Centre Square
West Tower
1500 Market Street
Suite 3900
Philadelphia, PA 19102

Margeurite L. Lachman Principal [11/99-present], Lend Lease Real Estate
Director Investments. Formerly: Managing Director [4/87-11/99],
437 Madison Avenue Schroeder Real Estate Associates.
18th Floor
New York, NY 10022

Louis G. Marcoccia Senior Vice President, Business, Finance and
Director Administrative Services, Syracuse University
Syracuse University [1975-present]
Syracuse, NY 13244-5300

Troy D. Panning Second Vice President and Chief Financial Officer
Second Vice President and [11/96-present], Lincoln Life & Annuity Company of
Chief Financial Officer New York; Formerly: Accountant [9/90-11/96], Ernst
& Young LLP

John M. Pietruski Chairman of the Board, Texas Biotechnology Corp.
Director
One Penn Plaza
Suite 3408
New York, NY 10119

Lawrence T. Rowland Chairman, Chief Executive Officer, President and Director
Director [10/96-present] Lincoln National Reassurance Co.
1700 Magnavox Way Formerly: Senior Vice President [10/95-10/96]; Vice
One Reinsurance Place Ft. President [10/91-10/95] Lincoln National Life
Wayne, IN 46802 Reinsurance Co.

Robert O. Sheppard, Esq. Assistant Vice President, Lincoln Life & Annuity
Assistant Vice President Company of New York [7/97-present]; Second Vice
President, Unity Mutual Life Insurance Company
[2/86-7/97]
</TABLE>

31
<PAGE>

<TABLE>
<CAPTION>
Name, Address and
Position(s) with Registrant Principal Occupations Last Five Years
- ----------------------------- ---------------------------------------------------------
<S> <C>
Richard C. Vaughan Executive Vice President and Chief Financial Officer
Director [1/95-present]. Formerly: Senior Vice President
Centre Square and Chief Financial Officer [6/92-1/95] Lincoln National
West Tower Corp.
1500 Market Street
Suite 3900
Philadelphia, PA 19102
</TABLE>

ADDITIONAL INFORMATION

Reports to Policyowners

Within 30 days after each Policy Anniversary and before proceeds are applied to
a Settlement Option, we will send you a report containing the following
information:

o a statement of changes in the Total Account Value and Surrender Value since
the prior report or since the Date of Issue, if there has been no prior
report. This includes a statement of Monthly Deductions and investment
results and any interest earnings for the report period;

o Surrender Value, Death Benefit, and any Loan Account Value as of the Policy
Anniversary;

o a projection of the Total Account Value, Loan Account Value and Surrender
Value as of the succeeding Policy Anniversary.

If you have Policy values funded in a Separate Account you will receive, in
addition, such periodic reports as may be required by the Commission.

Right to Instruct Voting of Fund Shares

In accordance with our view of present applicable law, we will vote the shares
of each of the Funds held in each Separate Account. The votes will be cast at
meetings of the shareholders of the Fund and will be based on instructions
received from Policy owners. However, if the 1940 Act or any regulations
thereunder should be amended or if the present interpretation thereof should
change, and as a result we determine that we are permitted to vote the shares
of the Fund in our own right, we may elect to do so.

The number of Fund shares which each Policy owner is entitled to direct a vote
is determined by dividing the portion of Total Account Value attributable to a
Fund, if any, by the net asset value of one share in the Fund. Where the value
of the Total Account Value or the Valuation Reserve relates to more than one
Fund, the calculation of votes will be performed separately for each Fund. The
number of shares which a person has a right to vote will be determined as of a
date to be chosen by us, but not more than 90 days before the meeting of the
Fund. Voting instructions will be solicited by written communication at least
14 days before such meeting. Fund shares for which no timely instructions are
received, and Fund shares which are not otherwise attributable to Policy
owners, will be voted by us in the same proportion as the voting instructions
which are received for all Policies participating in each Fund through Account
S.

Policy owners having a voting interest will receive periodic reports relating
to the Fund, proxy material and a form for giving voting instructions.

32
<PAGE>

Disregard of Voting Instructions

We may, when required by state insurance regulatory authorities, disregard
voting instructions if the instructions require that the shares be voted so as
to cause a change in the sub-classification or investment objectives of a Fund
or to approve or disapprove an investment advisory contract for a Fund. In
addition, we may disregard voting instructions in favor of changes initiated by
a Policy owner in the investment policy or the investment adviser of the Fund
if we reasonably disapprove of such changes.

A change would be disapproved only if the proposed change is contrary to state
law or prohibited by state regulatory authorities or we determined that the
change would have an adverse effect on the Separate Account in that the
proposed investment policy for a Fund may result in overly speculative or
unsound investments. In the event we do disregard voting instructions, a
summary of that action and the reasons for such action will be included in the
next annual report to Policy owners.

State Regulation

We are subject to regulation and supervision by the Insurance Department of the
state of New York, which periodically examines our affairs. The Policies have
been approved by the New York Insurance Department.

We are required to submit annual statements of our operations, including
financial statements, to the New York Insurance Department, for the purposes of
determining solvency and compliance with insurance laws and regulations.

Legal Matters

At this time, the Company is not involved in any material litigation. From time
to time, legal proceedings arise which generally are routine and in the
ordinary course of business.

The Registration Statement

A Registration Statement under the 1933 Act has been filed with the Commission
relating to the offering described in this Prospectus. This Prospectus does not
include all the information set forth in the Registration Statement, certain
portions of which have been omitted pursuant to the rules and regulations of
the Commission. The omitted information may be obtained at the Commission's
principal office in Washington, DC, upon payment of the Commission's prescribed
fees.

Distribution of the Policies

The Policy will be sold by individuals and entities, who in addition to being
appointed as life insurance agents for LLANY are also registered
representatives of Lincoln Financial Advisors Corporation or of other
registered broker-dealers who maintain a selling relationship with LLANY.
Registered broker-dealers and registered representatives of broker-dealers
ordinarily receive commission and service fees up to 35% of the first year
premium as defined and limited by Internal Revenue Code Section 7702, plus up
to 10% of all other premiums paid. A registered representative or registered
broker-dealer may be required to return all or part of any commission if the
Policy is not continued for a certain period. All compensation is paid from
LLANY resources, which include sales charges made under this policy.

33
<PAGE>

Records and Accounts

Andesa, TPA, Inc., Suite 502, 1621 N. Cedar Crest Boulevard, Allentown,
Pennsylvania, will act as a Transfer Agent on behalf of LLANY as it relates to
the policies described in this Prospectus. In the role of a Transfer Agent,
Andesa will perform administrative functions, such as decreases, increases,
surrenders and partial surrenders, fund allocation changes and transfers on
behalf of the Company.

All records and accounts relating to the Separate Account and the Funds shares
held in the Separate Account will be maintained by the Company. All financial
transactions will be handled by the Company. All reports required to be made
and information required to be given will be provided by Andesa on behalf of
the Company.

Experts

Financial Statements, actuarial and legal opinions to be filed by amendment.

Advertising

We are a member of Insurance Marketplace Standards Association ("IMSA") and may
include the IMSA logo and information about IMSA membership in our
advertisements. Companies that belong to IMSA subscribe to a set of ethical
standards covering the various aspects of sales and services for individually
sold life insurance and annuities.

TAX MATTERS

General

The following is a discussion of the federal income tax considerations relating
to the Policy. This discussion is based on the Company's understanding of
federal income tax laws as they now exist and are currently interpreted by the
Internal Revenue Service ("IRS"). These laws are complex, and tax results may
vary among individuals. A person or persons contemplating the purchase of or
the exercise of elections under the Policy described in this Prospectus should
seek competent tax advice.

Federal Tax Status of the Company

The Company is taxed as a life insurance company in accordance with the Code.
For federal income tax purposes, the operations of each Separate Account form a
part of the Company's total operations and are not taxed separately, although
operations of each Separate Account are treated separately for accounting and
financial statement purposes.

Under existing federal income tax law, the Company believes that the Separate
Account investment income and realized net capital gains will not be taxed to
the extent that such income and gains are applied to increase the reserves
under the contracts. Accordingly, the Company does not anticipate that it will
incur any federal income tax liability attributable to the Separate Account.
Therefore, the Company does not intend to make provisions for any such taxes.
However, the Company reserves the right to make a deduction for such taxes
should they be imposed with respect to such items in the future.

Life Insurance Qualification

Section 7702 of the Code includes a definition of life insurance for tax
purposes. The Code and IRS rules generally place limits on the amount of
premiums payable under the contract and the level of cash surrender value. In
no event may the total of all

34
<PAGE>

premiums paid exceed the then-current maximum premium limitations established
by federal law for a Policy to qualify as life insurance. If, at any time, a
premium is paid which would result in total premiums exceeding such maximum
premium limitation, we will only accept that portion of the premium which will
make total premiums equal the maximum. Any part of the premium in excess of
that amount will be returned or applied as otherwise agreed and no further
premiums will be accepted until allowed by the then-current maximum premium
limitations prescribed by law. The Secretary of the Treasury has been granted
authority to prescribe regulations to carry out the purposes of Section 7702.
Proposed regulations governing mortality charges were issued in 1991. The
Company believes that the Policy meets the statutory definition of life
insurance. As such, and assuming the diversification standards of Section
817(h) (discussed below) are satisfied, then except in limited circumstances
(a) death benefits paid under the Policy should generally be excluded from the
gross income of the beneficiary for federal income tax purposes under Section
101(a)(1) of the Code, and (b) a Policy owner should not generally be taxed on
the cash value under a Policy, including increments thereof, prior to actual
receipt. The principal exceptions to these rules are corporations that are
subject to the alternative minimum tax, and thus may be subject to tax on
increments in the Policy's Total Account Value, and Policy owners who acquire a
Policy in a "transfer for value" and thus can become subject to tax on the
portion of the Death Benefit which exceeds the total of their cost of
acquisition and subsequent premium payments.

The Company intends to comply with any future final regulations issued under
Sections 7702 and 817(h) of the Code, and therefore reserves the right to make
changes it deems necessary to ensure such compliance. Any such changes will
apply uniformly to affected Policy owners and will be made only after advance
written notice.

General Rules

Upon the surrender or cancellation of any Policy, whether or not it is a
Modified Endowment Contract, the Policy owner will be taxed on the Surrender
Value only to the extent that it exceeds the gross premiums paid less prior
untaxed withdrawals. The amount of any unpaid Policy Loans will, upon
surrender, be added to the Surrender Value and will be treated for this purpose
as if it had been received.

Assuming the Policy is not a Modified Endowment Contract, the proceeds of any
Partial Surrenders are generally not taxable unless the total amount received
due to such surrenders exceeds total premiums paid less prior untaxed Partial
Surrender amounts. However, Partial Surrenders made within the first 15 Policy
Years may be taxable in certain limited instances where the Surrender Value
plus any unpaid Policy debt exceeds the total premiums paid less the untaxed
portion of any prior Partial Surrenders. This result may occur even if the
total amount of any Partial Surrenders does not exceed total premiums paid to
that date.

Loans received under the Policy will ordinarily be considered indebtedness of
the Policyowner, and assuming the Policy is not considered a Modified Endowment
Contract, Policy Loans will not be treated as current distributions subject to
tax. Generally, amounts of loan interest paid by individuals will be considered
nondeductible "personal interest."

Modified Endowment Contracts

A class of contracts known as "Modified Endowment Contracts" has been created
under Section 7702A of the Code. The tax rules applicable to loan proceeds and

35
<PAGE>

proceeds of a Partial Surrender of any Policy that is considered to be a
Modified Endowment Contract will differ from the general rules noted above.

A contract will be considered a Modified Endowment Contract if it fails the
"7-pay test." A Policy fails the 7-pay test if, at any time in the first seven
Policy Years, the amount paid into the Policy exceeds the amount that would
have been paid had the Policy provided for the payment of seven (7) level
annual premiums. In the event of a distribution under the Policy, the Company
will notify the Policy owner if the Policy is a Modified Endowment Contract.

In addition, each Policy is subject to the 7-pay test during the first seven
Policy Years following the time a material change takes effect. A material
change, for these purposes, includes the exchange of a life insurance policy
for another life insurance policy or the conversion of a term life insurance
policy into a whole life or universal life insurance policy. In addition, an
increase in the future benefits provided constitutes a material change unless
the increase is attributable to (1) the payment of premiums necessary to fund
the lowest Death Benefit payable in the first seven Policy Years or (2) the
crediting of interest or other earnings with respect to such premiums. A
reduction in death benefits during the first seven Policy Years may also cause
a Policy to be considered a Modified Endowment Contract.

If the Policy is considered to be a Modified Endowment Contract, the proceeds
of any Partial Surrenders, any Policy Loans and most assignments will be
currently taxable to the extent that the Policy's Total Account Value
immediately before payment exceeds gross premiums paid (increased by the amount
of loans previously taxed and reduced by untaxed amounts previously received).
These rules may also apply to Policy Loans or Partial Surrender proceeds
received during the two-year period prior to the time that a Policy becomes a
Modified Endowment Contract. If the Policy becomes a Modified Endowment
Contract, it may be aggregated with other Modified Endowment Contracts
purchased by you from the Company (and its affiliates) during any one calendar
year for purposes of determining the taxable portion of withdrawals from the
Policy.

A penalty tax equal to 10% of the amount includable in income will apply to the
taxable portion of the proceeds of any Policy Surrender or Policy Loan received
by any Policyowner of a Modified Endowment Contract who is not an individual.
Taxable policy distributions made to an individual who has not reached the age
of 591/2 will also be subject to the penalty tax unless those distributions are
attributable to the individual becoming disabled, or are part of a series of
equal periodic payments made not less frequently than annually for the life or
life expectancy of such individual (i.e., an annuity).

Diversification Standards

Section 817(h) of the Code provides that separate account investments (or the
investments of a mutual fund, the shares of which are owned by separate
accounts of insurance companies) underlying the Policy must be "adequately
diversified" in accordance with Treasury regulations in order for the Policy to
qualify as life insurance. The Treasury Department has issued regulations
prescribing the diversification requirements in connection with variable
contracts. The Separate Account, through the Funds, intends to comply with
these requirements.

Investor Control

In certain circumstances, owners of variable 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
separate

36
<PAGE>

account assets would be includable in the variable contract owner's gross
income. In several rulings published prior to the enactment of Section 817(h),
the IRS stated 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 under Section 817(h) concerning diversification, that
those 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., you), rather than the insurance company, to be
treated as the owner of the assets in the account." This announcement also
stated that guidance would be issued by way of regulations or rulings on the
"extent to which Policy owners may direct their investments to particular Funds
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 Policy are similar to, but different in certain
respects from those described by the IRS in pre-Section 817(h) rulings in which
it was determined that Policy owners were not owners of separate account
assets. For example, a Policy owner has additional flexibility in allocating
premium payments and account values. While the Company does not believe that
these differences would result in a Policy owner being treated as the owner of
a pro rata portion of the assets of the Separate Account, there is no
regulation or ruling of the IRS that confirms this conclusion. In addition, the
Company does 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. The Company therefore reserves the right to modify the Policy as
necessary or to limit the number of variable options available to attempt to
prevent a Policy owner from being considered the owner of a pro rata share of
the assets of the Separate Account.

Other Tax Considerations

Business-owned life insurance may be subject to certain additional rules.
Section 264(a)(1) of the Code generally prohibits employers from deducting
premiums on policies covering officers, employees or other financially
interested parties where the employer is a beneficiary under the Policy.
Additions to the Policy's Total Account Value may also be subject to tax under
the corporation alternative minimum tax provisions. In addition, Section
264(a)(4) of the Code limits the Policy owner's deduction for interest on loans
taken against life insurance covering the lives of officers, employees, or
others financially interested in the Policy owner's trade or business. Under
current tax law, interest may generally be deducted on an aggregate total of
$50,000 of loans per covered life only with respect to life insurance policies
covering each officer, employee or others who may have a financial interest in
the Policy owner's trade or business and are considered key persons.

Generally, a key person means an officer or a 20 percent owner. However, the
number of key persons will be limited to the greater of (a) 5 individuals, or
(b) the lesser of 5 percent of the total officers and employees of the taxpayer
or 20 individuals. Deductible interest for these contracts will be capped based
on applicable Moody's Corporate Bond Rate. Section 264 (f) of the Code denies a
deduction for a portion of a Policy owner's otherwise deductible interest that
is allocable to nonborrowed policy cash values. The nondeductible interest
amount is the amount that bears the same ratio to such interest as the
company's average nonborrowed cash values of life insurance and annuity
policies issued after June 8, 1997 bears to the sum of the average nonborrowed
cash values of

37
<PAGE>

policies plus the average adjusted tax basis of other assets owned by the
company. This provision does not apply to policies in which the insured is a 20
percent owner, officer, director or employee of the business, including
policies jointly covering such individual and his or her spouse. The rule also
will not apply where the Policy owner is a natural person, unless a trade or
business is directly or indirectly the beneficiary of the policy.

Depending on the circumstances, the exchange of a policy, a change in the
Policy's Death Benefit Option, a Policy Loan, a Full or Partial Surrender, a
change in Ownership or an assignment of the Policy may have federal income tax
consequences. In addition, federal, state and local transfer, estate,
inheritance and other tax consequences of policy ownership, premium payments
and receipt of policy proceeds depend on the circumstances of each Policyowner
or beneficiary. Any person concerned about these tax implications should
consult a competent tax advisor before initiating any transaction.

MISCELLANEOUS POLICY PROVISIONS

The Policy, including riders, which you receive and the application you make
when you purchase the Policy are the whole contract. A copy of the application
is attached to the Policy when it is issued to you. Any application for
changes, once approved by us, will become part of the Policy.

Payment of Benefits

All benefits are payable by us. We may require submission of the Policy before
we grant loans, make changes or pay benefits.

Age

If age is misstated on the application, the amount payable on death will be
that which would have been purchased by the most recent monthly deduction at
the current age.

Incontestability

We will not contest coverage under the Policy after the Policy has been in
force during the lifetime of the insured for a period of two years from the
Policy's Date of Issue.

For coverage which takes effect on a later date (e.g., an increase in
coverage), we will not contest such coverage after it has been in force during
the lifetime of the Insured more than two years from its effective date.

Suicide

If the Insured commits suicide within two years from the Date of Issue, the
only benefit paid will be the sum of:

a) premiums paid less amounts allocated to the Separate Account; and

b) the Separate Account Value on the date of suicide, plus the portion of the
Monthly Deduction from the Separate Account Value, minus

c) the amount necessary to repay any loans in full and any interest earned on
the Loan Account Value transferred to the Separate Account Value, and any
surrenders from the Fixed Account.

38
<PAGE>

If the Insured commits suicide within two years from the effective date of any
increase in coverage, we will pay as a benefit only the Monthly Deduction for
the increase, in lieu of the face amount of the increase.

All amounts described in (a) and (c) above will be calculated as of the date of
death.

Coverage Beyond Maturity

The New York Insurance Department does not permit coverage beyond the Maturity
Date.

Nonparticipation

The Policy is not entitled to share in the divisible surplus of the Company. No
dividends are payable.

39
<PAGE>

Appendix A

Illustrations of Death Benefit, Total Account Values and Surrender Values.

(To be filed by Amendment)

The following tables illustrate how the Death Benefit, Total Account Values and
Surrender Values of a Policy change with the investment experience of the
variable funding options. The tables show how the Death Benefit, Total Account
Values and Surrender Values of a Policy issued with an insured of a given age
and a given premium would vary over time if the investment return on the assets
held in each Fund were a uniform, gross after tax annual rate of 0%, 6%, and
12%, respectively.

Tables I and II illustrate Policies issued on a unisex basis, age 45, in the
preferred nonsmoker rate class for fully underwriting issue. Tables III and IV
illustrate Policies issued on a unisex basis, age 45 in the nonsmoker rate
class for guaranteed issue underwriting. Tables V and VI illustrate Policies
issued on a unisex basis, age 45 in the nonsmoker rate class for simplified
issue underwriting. All Tables show values under the Cash Value Accumulation
Test for the definition of life insurance. The Death Benefit, Total Account
Values, and Surrender Values would be different from those shown if the gross
annual investment rates of return averaged 0%, 6%, and 12%, respectively, over
a period of years, but fluctuated above and below those averages for individual
Policy Years.

The second column of each table shows the accumulated values of the premiums
paid at an assumed rate of 5%. The third through fifth columns illustrate the
Death Benefit of a Policy over a designated period. The sixth through eighth
columns illustrate the Total Account Values, while the ninth through eleventh
columns illustrate the Surrender Values of each Policy over the designated
period. Tables I, III, and V assume the maximum Cost of Insurance allowable
under the Policy is charged in all Policy Years. These tables also assume that
the maximum allowable mortality and expense risk charge of 1.10% in Policy
Years 1-10, 0.90% in Policy Years 11-20, and 0.80% in Policy Years 21 and
thereafter on an annual basis, the maximum allowable premium load of 12.0% up
to the first year's Target Premium and 5% over the Target Premium, are assessed
in the first Policy Year; the maximum allowable premium load of 9% up to the
second year's Target Premium and 5% over the Target Premium, are assessed in
the second through fifth Policy Year and 5% on all premium in all Policy years
thereafter, and an assumed Premium Tax charge of 5% on all premium in all
Policy Years.

Tables II, IV and VI assume that the current scale of Cost of Insurance rates
applies during all Policy Years. These tables also assume the current mortality
and expense risk charge of 0.65% on an annual basis for the first 10 Policy
Years, 0.45% for Policy Years 11 through 20, and 0.35% for Policy Years 21 and
thereafter, the current premium load of 10.5% up to the first year's Target
Premium and 2.5% over the Target Premium are assumed in the first Policy Year,
the current premium load of 7.5% up to the second through the fifth years'
Target Premiums and 1.5% over the Target Premiums are assumed in the second
through fifth Policy Years, the current load of 3.5% up to the seventh year's
Target Premiums and 1.5% over the Target Premiums are assumed in the sixth and
seventh Policy Years, 1.5% on all premiums in all Policy Years thereafter, and
an assumed Premium Tax charge of 2.00% on all premiums in all Policy Years.

The amounts shown for Death Benefit, Surrender Values, and Total Account Values
reflect the fact that the net investment return is lower than the gross return
on the

40
<PAGE>

assets held in each Fund as a result of expenses paid by each Fund and Separate
Account charges levied.

The values shown take into account the daily investment advisory fee and other
Fund expenses paid by each Fund. See individual prospectuses for each Fund for
more information.

In addition, these values reflect the application of the mortality and expense
risk charge, premium load and assumed premium tax charge described above. After
deduction of these amounts, the illustrated net annual return on a maximum
charge basis is - -%, - -% and - -% for Policy Years 1-10 and - -%, - -% and -
- -% on a maximum charge basis for Policy Years 11 and thereafter. The
illustrated net annual return on a current charge basis is - -%, - -% and - -%
for Policy Years 1-10 and - -%, - -% and - -% for Policy Years 11 and
thereafter.

The amounts shown also reflect the deduction of Fund investment advisory fees
and other expenses which will vary depending on which funding vehicle is chosen
but which are assumed for purposes of these illustrations to be equivalent to
an annual effective rate of - -% of the daily net asset value of the Separate
Account. This rate reflects an arithmetic average of total Fund portfolio
annual expenses for the year ending December 31, 1999.

Certain fund groups waive a portion of fund expenses or reimburse the funds for
such expenses. Those waivers or reimbursements remain in effect for varying
periods of time, are usually reviewed at least yearly by each fund group, and
are within the fund group's control. The effect of discontinuing a waiver or
reimbursement arrangement could result in higher expense levels for the
affected fund, as shown in the portfolio expense table. Assuming those waivers
and reimbursements were discontinued, the Fund investment advisory fees and
other expenses arithmetic average would be equivalent to an annual effective
rate of - -% of the daily net asset value of the Separate Account.

The hypothetical values shown in the tables do not reflect any Separate Account
charges for federal income taxes, since we are not currently making such
charges. However, such charges may be made in the future, and in that event,
the gross annual investment rate of return would have to exceed 0%, 6% or 12%
by an amount sufficient to cover the tax charges in order to produce the Death
Benefit, Total Account Values, and Surrender Values illustrated.

The tables illustrate the Policy Values that would result based upon the
hypothetical investment rates of return if premiums were paid as indicated, if
all Net Premiums were allocated to Account S, and if no Policy loans have been
made. The tables are based on the assumptions that the Policyowner has not
requested an increase or decrease in the Specified Amount of the Policy, and no
partial surrenders have been made.

Upon request, we will provide an illustration based upon the proposed Insured's
age, and underwriting classification, the Specified Amount or premium
requested, the proposed frequency of premium payments and any available riders
requested.

The hypothetical gross annual investment return assumed in such an illustration
will not exceed 12%.

41
<PAGE>

Table I

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY UNISEX
ISSUE AGE 45 PREFERRED NONSMOKER RISK
GUARANTEED INSURANCE COSTS AND MAXIMUM CHARGES ASSUMED
FULLY UNDERWRITTEN
$25,000 ANNUAL PREMIUM FOR SEVEN YEARS
CASH VALUE ACCUMULATION TEST
FACE AMOUNT $684,000
DEATH BENEFIT OPTION 1

<TABLE>
<CAPTION>
Premiums Death Benefit
Accumulated Guaranteed Annual Investment Total Account Value Cash Surrender Value
at Return of Annual Investment Return of Annual Investment Return of
Policy 5% Interest --------------------------------- --------------------------------- --------------------------------
Year Per Year Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12% Gross 0% Gross 6% Gross 12%
- ------------ ------------ ---------- ---------- ----------- ---------- ---------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1
2
3
4
5
6
7
8 To be filed by amendment.
9
10
15
20
25
30
20 (Age 65)
</TABLE>

If premiums are paid more frequently than annually, the Death Benefits, Total
Account Values, and Cash Surrender Values would be less than those illustrated.
If a larger premium is paid, the Surrender Value as a percentage of the Total
Account Value will be greater than or equal to those illustrated. If a smaller
premium is paid, the Surrender Value as a percentage of the Total Account Value
will be less than or equal to those illustrated.

Assumes no Policy loan has been made. Guaranteed cost of insurance rates
assumed. Maximum mortality and expense risk charges, administrative charges,
and premium load assumed.

These investment results are illustrative only and should not be considered a
representation of past or future investments results. Actual investment results
may be more or less than those shown and will depend on a number of factors
including the Policy Owner's allocations, and the Fund's rate of return. The
Total Account Value and Cash Surrender Value for a Policy would be different
from those shown in the actual investment rates of return averaged 0%, 6%, and
12% over a period of years, but fluctuated above or below those averages for
individual Policy Years. No representations can be made that these rates of
return will definitely be achieved for any one year or sustained over a period
of time.

42
<PAGE>

Table II

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY UNISEX
ISSUE AGE 45 PREFERRED NONSMOKER RISK
CURRENT INSURANCE COSTS AND CURRENT CHARGES ASSUMED
FULLY UNDERWRITTEN
$25,000 ANNUAL PREMIUM FOR SEVEN YEARS
CASH VALUE ACCUMULATION TEST
FACE AMOUNT $684,000
DEATH BENEFIT OPTION 1

Assumes no Policy loan has been made. Current cost of insurance rates assumed.
Current mortality and expense risk charges, administrative charges, and premium
load assumed. The current mortality and expense risk charges may be reduced
from 0.65% to 0.45% in Policy Years 11-20 and to 0.35% thereafter. Beginning in
Policy Years 11 and thereafter, the illustrated net annual return is - -%, -
- -%, and - -%.

43
<PAGE>

Table III

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY UNISEX
ISSUE AGE 45 NONSMOKER RISK
GUARANTEED INSURANCE COSTS AND MAXIMUM CHARGES ASSUMED
GUARANTEED ISSUE
$25,000 ANNUAL PREMIUM FOR SEVEN YEARS
CASH VALUE ACCUMULATION TEST
FACE AMOUNT $652,000
DEATH BENEFIT OPTION 1

Assumes no Policy loan has been made. Guaranteed cost of insurance rates
assumed. Maximum mortality and expense risk charges, administrative charges,
and premium load assumed.

44
<PAGE>

Table IV

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY UNISEX
ISSUE AGE 45 NONSMOKER RISK
CURRENT INSURANCE COSTS AND CURRENT CHARGES ASSUMED
GUARANTEED ISSUE
$25,000 ANNUAL PREMIUM FOR SEVEN YEARS
CASH VALUE ACCUMULATION TEST
FACE AMOUNT $652,000
DEATH BENEFIT OPTION 1

45
<PAGE>

Table V

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY UNISEX
ISSUE AGE 45 NONSMOKER RISK
GUARANTEED INSURANCE COSTS AND MAXIMUM CHARGES ASSUMED
SIMPLIFIED ISSUE
$25,000 ANNUAL PREMIUM FOR SEVEN YEARS
CASH VALUE ACCUMULATION TEST
FACE AMOUNT $656,000
DEATH BENEFIT OPTION 1

Assumes no Policy loan has been made. Guaranteed cost of insurance rates
assumed. Maximum mortality and expense risk charges, administrative charges,
and premium load assumed.

46
<PAGE>

Table VI

FLEXIBLE PREMIUM CORPORATE VARIABLE UNIVERSAL LIFE INSURANCE POLICY UNISEX
ISSUE AGE 45 NONSMOKER RISK
CURRENT INSURANCE COSTS AND CURRENT CHARGES ASSUMED
SIMPLIFIED ISSUE
$25,000 ANNUAL PREMIUM FOR SEVEN YEARS
CASH VALUE ACCUMULATION TEST
FACE AMOUNT $656,000
DEATH BENEFIT OPTION 1

47
<PAGE>

Appendix B

Applicable Percentages for Cash Value Accumulation Test

<TABLE>
<CAPTION>
Attained Age of Attained Age of
The Insured Corridor The Insured Corridor
(Nearest Birthday) Percentage (Nearest Birthday) Percentage
- -------------------- ------------ -------------------- -----------
<S> <C> <C> <C>
18 774% 61 198%
19 752% 62 193%
20 730% 63 188%
21 708% 64 183%
22 687% 65 178%
23 667% 66 174%
24 646% 67 170%
25 626% 68 166%
26 606% 69 162%
27 587% 70 158%
28 568% 71 155%
29 550% 72 152%
30 532% 73 149%
31 514% 74 146%
32 497% 75 143%
33 481% 76 140%
34 465% 77 138%
35 449% 78 136%
36 435% 79 133%
37 420% 80 131%
38 406% 81 129%
39 393% 82 128%
40 380% 83 126%
41 368% 84 124%
42 356% 85 123%
43 344% 86 121%
44 333% 87 120%
45 322% 88 119%
46 312% 89 118%
47 302% 90 117%
48 293% 91 116%
49 284% 92 114%
50 275% 93 113%
51 266% 94 112%
52 258% 95 111%
53 250% 96 109%
54 243% 97 108%
55 236% 98 106%
56 229% 99 104%
57 222% 100+ 100%
58 216%
59 210%
60 204%
</TABLE>

48
<PAGE>

LLANY Flexible Premium
Variable Life Account S
To be filed by amendment

S-1
<PAGE>

Financial Statements -- Statutory Basis

Lincoln Life & Annuity
Company of New York

To be filed by Amendment

F-1
<PAGE>

This Prospectus and other information about Variable Life Account S filed with
the Securities and Exchange Commission ("Commission") can be found in the SEC's
web site at http://www.sec.gov. You can get copies of this information by
visiting the Commission's Public Reference Room or writing the Commission's
Public Reference Section, Washington, D.C. 20549-6009 and paying a duplicating
fee. You can get information on the operation of the Public Reference Room by
calling 1-800-SEC-0330.

To be valid, this Prospectus must have the current mutual funds' Prospectuses
with it. You should read the Prospectus and the attached prospectus for any
available Fund if you are considering buying a Policy or exercising elections
under a Policy. You should also keep them for future reference. You can obtain
any fund's Statement of Additional Information (SAI), which provides more
information about a fund, by calling (860) 466-1561.

<PAGE>

Part II

FEES AND CHARGES REPRESENTATION

Lincoln Life & Annuity Company of New York represents that the fees and charges
deducted under the Policies, in the aggregate, are reasonable in relation to
the services rendered, the expenses expected to be incurred, and the risks
assumed by Lincoln Life & Annuity Company of New York.

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

INDEMNIFICATION

(a) Brief description of indemnification provisions.

In general, Article VII of the By-Laws of Lincoln Life & Annuity
Company of New York (LLANY) provides that LLANY will indemnify
certain persons against expenses, judgments and certain other
specified costs incurred by any such person if he/she is made a party
or is threatened to be made a party to a suit or proceeding because
he/she was a director, officer, or employee of LLANY, as long as
he/she acted in good faith and in a manner he/she reasonably believed
to be in the best interests of, or not opposed to the best interests
of, LLANY. Certain additional conditions apply to indemnification in
criminal proceedings.

In particular, separate conditions govern indemnification of
directors, officers, and employees of LLANY in connection with suits
by, or in the right of, LLANY.

Please refer to Article VII of the By-Laws of LLANY (Exhibit No. 6(b)
hereto) for the full text of the indemnification provisions.
Indemnification is permitted by, and is subject to the requirements
of New York law.

(b) Undertaking pursuant to Rule 484 of Regulation C under the Securities
Act of 1933.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 28(a) above 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 such 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.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement consists of the following papers and documents:
<PAGE>

The facing sheet;
A cross-reference sheet (reconciliation and tie)
An Incorporation-by-Reference sheet;

Prospectus #2, consisting of 50 pages
(narratives only; financial statements and illustrations omitted);

Required Undertakings, Descriptions and Representations;
Signatures;
Powers of Attorney;
Written consents of the following persons;
1. Opinion of Counsel*
2. Actuarial Opinion*
3. Consent of Independent Auditors*;
Required Exhibits

<TABLE>
<S> <C>
1. The following exhibits correspond to those required by paragraph A of the instructions as to exhibits in Form N-8B-2:
(1)Resolution of the Board of Directors of Lincoln Life & Annuity Company of New York and related documents authorizing
establishment of the Account.*
(2)Not applicable.
(3)(a) Form of Selling Group Agreement.*
(b) Commission Schedule for Variable Life Policies.*
(4)Not applicable.
(5)(a) Proposed Form of Policy and Application--LN920NY and B10392NY through B10395NY.(3)
(b) Riders. (N/A)
(c) Form of Policy. No. LN925
(6)(a) Articles of Incorporation of Lincoln Life & Annuity Company of New York.(1)
(b) Bylaws of Lincoln Life & Annuity Company of New York.(1)
(7)Not applicable.
(8)Fund Participation Agreements.
Agreements between Lincoln Life & Annuity Company of New York and:
(a) American Century Variable Products Group, Inc.*
(b) Baron Capital Funds Trust*
(c) BT Insurance Funds Trust(2)
(d) Delaware Group Premium Fund, Inc.(2)
(e) Fidelity Variable Insurance Products Fund(2)
(f) Fidelity Variable Insurance Products Fund II(2)
(g) Janus Aspen Series*
(h) Lincoln National Funds*
(i) MFS[RegTM] Variable Insurance Trust(2)
(j) Neuberger & Berman Advisers Management Trust*
(k) OCC Accumulation Trust(2)
(l) OppenheimerFunds*
(m) Templeton Variable Products Series Fund(2)
(9)Form of Services Agreement between Lincoln Life & Annuity Company of New York and Delaware Management Co. is
incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-38007) filed on October 16, 1997.
(10)See Exhibit 1(5).
See Exhibit 1(5).
Opinion and Consent of Counsel*
Not applicable.
Not applicable.
Opinion and consent of Actuary*
Consent of Independent Auditors*
Not applicable.
</TABLE>

*To be filed by amendment.

(1) Incorporated by reference to Registration Statement on Form N-4 (File No.
333-38007) filed on October 16, 1997.

(2) Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement S-6 (File No. 333-42507) filed on February 26, 1999.

(3) Incorporated by reference to Registration Statement on Form S-6 filed on
March 12, 1999.

<PAGE>

SIGNATURES

As required by the Securities Act of 1933, as amended, the Registrant, LLANY
Separate Account S for Flexible Premium Variable Life Insurance, has duly
caused this Post-Effective Amendment No. 1 to its Registration Statement on
Form S-6 (File Number 333-74325) to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Syracuse and the State of New York,
on the 22nd day of February, 2000.

LLANY Separate Account S for
Flexible Premium Variable Life
Insurance
(Name of Registrant)

By: /s/ Joanne B. Collins
--------------------------------
Joanne B. Collins
President, Treasurer and
Director of Lincoln Life &
Annuity Company of New York

Lincoln Life & Annuity Company of
New York
(Name of Depositor)

By: /s/ Joanne B. Collins
--------------------------------
Joanne B. Collins
President, Treasurer and
Director
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to this Registration Statement (File No.
333-74325) has been signed below on February 22, 2000 by the following persons,
as officers and directors of the Depositor, in the capacities indicated:

<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Joanne B. Collins President, Treasurer and Director
- ----------------------------- (Principal Executive Officer)
Joanne B. Collins

/s/ Troy D. Panning * Second Vice President and Chief Financial Officer
- ----------------------------- (Principal Financial Officer and Principal Accounting Officer)
Troy D. Panning

/s/ Jon A. Boscia * Director
- -----------------------------
Jon A. Boscia

/s/ Richard C. Vaughan * Director
- -----------------------------
Richard C. Vaughan
Director
/s/ Thomas D. Bell, Jr. *
- -----------------------------
Thomas D. Bell, Jr.

Director
- -----------------------------
Roland C. Baker

/s/ John H. Gotta * Director
- -----------------------------
John H. Gotta

/s/ Barbara Steury Kowalczyk * Director
- -----------------------------
Barbara Steury Kowalczyk

/s/ Marguerite Leanne Lachman * Director
- -----------------------------
Marguerite Leanne Lachman

/s/ John M. Pietruski * Director
- -----------------------------
John M. Pietruski

Director
- -----------------------------
Lawrence T. Roland

/s/ J. Patrick Barrett * Director
- -----------------------------
J. Patrick Barrett

/s/ Louis G. Marcoccia * Director
- -----------------------------
Louis G. Marcoccia

*By: /s/ Joanne B. Collins
- --------------------------------------------
Joanne B. Collins, pursuant to a Power of Attorney filed with this
Post-Effective Amendment No. 1 to the Registration Statement.
</TABLE>

<PAGE>

POWER OF ATTORNEY

We, the undersigned directors and officers of Lincoln Life & Annuity Company of
New York, hereby severally constitute and appoint, Joanne B. Collins, Robert O.
Sheppard and Troy D. Panning, individually, our true and lawful
attorneys-in-fact, with full power to each of them to sign for us, in our names
and in the capacities indicated below, any and all Registration Statements on
Form S-6, Form N-8B-2 and/or Form N-6, or any successors to these Forms, and
amendments thereto, filed with the Securities and Exchange Commission under the
Securities Act of 1933, on behalf of the Company in its own name or in the name
of one of its Separate Accounts, hereby ratifying and confirming our signatures
as they may be signed by any of our attorneys-in-fact to any such Registration
Statement or amendment to said Registration Statement. The execution of this
document by each of the undersigned hereby revokes any and all Powers of
Attorney previously executed by said individual for this specific purpose.

WITNESS our hands and common seal on this 7th day of February, 2000.

<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Joanne B. Collins President, Treasurer and Director
- ----------------------------- (Principal Executive Officer)
Joanne B. Collins

/s/ Troy D. Panning Second Vice President and Chief Financial Officer
- ----------------------------- (Principal Financial Officer and Principal Accounting Officer)
Troy D. Panning

/s/ Jon A. Boscia Director
- -----------------------------
Jon A. Boscia

/s/ Richard C. Vaughan Director
- -----------------------------
Richard C. Vaughan
Director
/s/ Thomas D. Bell, Jr.
- -----------------------------
Thomas D. Bell, Jr.
Director
- -----------------------------
Roland C. Baker

/s/ John H. Gotta Director
- -----------------------------
John H. Gotta

/s/ Barbara Steury Kowalczyk Director
- -----------------------------
Barbara Steury Kowalczyk

/s/ Marguerite Leanne Lachman Director
- -----------------------------
Marguerite Leanne Lachman

/s/ John M. Pietruski Director
- -----------------------------
John M. Pietruski
Director
- -----------------------------
Lawrence T. Roland

/s/ J. Patrick Barrett Director
- -----------------------------
J. Patrick Barrett

/s/ Louis G. Marcoccia Director
- -----------------------------
Louis G. Marcoccia
</TABLE>

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
(A STOCK COMPANY)
Home Office Location: Syracuse, New York
Administrator Mailing Address: Lincoln Life & Annuity Company of New York,
350 Church Street, Hartford, CT 06103-1106

[ABC Accounting, Inc.]

While this Policy is in force, Lincoln Life & Annuity Company of New York
("LLANY") will pay Proceeds subject to all of this Policy's provisions. Other
rights and benefits are provided as described in this Policy. The provisions of
this and the following pages are part of this Policy.

[Policy No.]

THIS POLICY IS A LEGAL CONTRACT BETWEEN YOU AND LLANY
PLEASE READ YOUR POLICY CAREFULLY

RIGHT OF POLICY EXAMINATION

This Policy may be returned to LLANY or its representative within 10 days after
its receipt. Return this Policy to LLANY, Corporate Specialty Markets, at the
Administrator Mailing Address. Upon its return, this Policy will be deemed void
from its beginning and all premiums paid will be refunded.

Signed for LLANY on its Date of Issue.

[Red and Yellow Logo] /s/
---------------------
PRESIDENT

Registrar

FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

FLEXIBLE PREMIUMS PAYABLE UNTIL MATURITY DATE OR DEATH
PROCEEDS PAYABLE UPON THE FIRST EVENT TO OCCUR - SURRENDER, MATURITY OR DEATH
NON-PARTICIPATING - NO DIVIDENDS PAYABLE

The amount or duration of the death benefit may be fixed or variable and may
increase or decrease. The death benefit is payable as described in the Death
Benefit Options and Proceeds sections of this Policy.

Values in each Fund held in a Separate Account may increase or decrease daily.
Such values are not guaranteed as to dollar amount. Refer to the Policy Values
section of this Policy for more information.

LN925
<PAGE>

Table of Contents

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Page No. Page No.

<S> <C> <C>
Policy Specifications . . . . . . . . . . . . . . . . . PS1 Annual Report . . . . . . . . . . . . . . . . . 5
Policy Summary . . . . . . . . . . . . . . . . . . . . 1 Projection of Benefits . . . . . . . . . . . . . 5
Definitions . . . . . . . . . . . . . . . . . . . . . . 1 Proceeds . . . . . . . . . . . . . . . . . . . . 5
Administrator Mailing Address . . . . . . . . . . 1 Right to Defer Payment . . . . . . . . . . . . . 6
Annuity Commencement Date . . . . . . . . . . . . 1 Suicide and Incontestability . . . . . . . . . . . . 6
Attained Age . . . . . . . . . . . . . . . . . . . 1 Suicide Exclusion . . . . . . . . . . . . . . . 6
Date of Issue . . . . . . . . . . . . . . . . . . 1 Incontestability . . . . . . . . . . . . . . . . 6
Death Benefit . . . . . . . . . . . . . . . . . . 1 Premiums and Reinstatement . . . . . . . . . . . . . 7
Fixed Account Value . . . . . . . . . . . . . . . 1 General . . . . . . . . . . . . . . . . . . . . 7
Fund(s) . . . . . . . . . . . . . . . . . . . . . 1 Planned Premiums . . . . . . . . . . . . . . . . 7
General Account . . . . . . . . . . . . . . . . . 2 Additional Premiums . . . . . . . . . . . . . . 7
Home Office . . . . . . . . . . . . . . . . . . . 2 Allocation of Premium . . . . . . . . . . . . . 7
Initial Coverage . . . . . . . . . . . . . . . . . 2 Changes in Allocation Percentages . . . . . . . 7
LLANY Variable Annuity Account N. . . . . . . . . 2 Grace Period . . . . . . . . . . . . . . . . . . 7
LLANY Flexible Premium Variable Life Account S . . 2 Reinstatement . . . . . . . . . . . . . . . . . 8
Loan Account Value . . . . . . . . . . . . . . . . 2 Death Benefit Options . . . . . . . . . . . . . . . . 8
Maturity Date . . . . . . . . . . . . . . . . . . 2 General . . . . . . . . . . . . . . . . . . . . 9
Minimum Specified Amount . . . . . . . . . . . . . 2 Option 1 . . . . . . . . . . . . . . . . . . . . 8
Monthly Deduction Day . . . . . . . . . . . . . . 2 Option 2 . . . . . . . . . . . . . . . . . . . . 8
Net Premium . . . . . . . . . . . . . . . . . . . 2 Option 3 . . . . . . . . . . . . . . . . . . . . 8
Net Single Premium . . . . . . . . . . . . . . . . 2 Policy Values . . . . . . . . . . . . . . . . . . . . 9
Policy Month . . . . . . . . . . . . . . . . . . . 2 Basis of Calculation . . . . . . . . . . . . . . 9
Policy Year/Policy Anniversary . . . . . . . . . . 2 Interest Credited . . . . . . . . . . . . . . . 9
Premium Accumulation Rate . . . . . . . . . . . . 3 Fixed Account Value . . . . . . . . . . . . . . 9
Premium Tax Charge . . . . . . . . . . . . . . . . 3 Separate Account Value . . . . . . . . . . . . . 9
Proceeds . . . . . . . . . . . . . . . . . . . . . 3 Charges to Policy Values . . . . . . . . . . . . 10
Separate Account . . . . . . . . . . . . . . . . . 3 Transfers Within Accounts . . . . . . . . . . . 10
Separate Account Value . . . . . . . . . . . . . . 3 Monthly Deductions . . . . . . . . . . . . . . . 11
Specified Amount . . . . . . . . . . . . . . . . . 3 Cost of Insurance . . . . . . . . . . . . . . . 11
Subsequent Application(s) . . . . . . . . . . . . 3 Cost of Insurance Rate . . . . . . . . . . . . . 11
Target Premium . . . . . . . . . . . . . . . . . . 3 Nonforfeiture Provisions . . . . . . . . . . . . . . 11
Total Account Value . . . . . . . . . . . . . . . 3 Continuation of Coverage . . . . . . . . . . . . 11
Valuation Date . . . . . . . . . . . . . . . . . . 3 Surrender Value . . . . . . . . . . . . . . . . 11
Valuation Period . . . . . . . . . . . . . . . . . 3 Partial Surrender . . . . . . . . . . . . . . . 12
We, Our, Us, Company . . . . . . . . . . . . . . 3 Paid-Up Nonforfeiture Option . . . . . . . . . . 12
Written Request . . . . . . . . . . . . . . . . . 3 Policy Loans . . . . . . . . . . . . . . . . . . . . 12
You, Your . . . . . . . . . . . . . . . . . . . . 3 General . . . . . . . . . . . . . . . . . . . . 12
General Provisions . . . . . . . . . . . . . . . . . . 3 Loan Interest Rate Charged . . . . . . . . . . . 12
The Contract . . . . . . . . . . . . . . . . . . . 4 Loan Interest Rate Credited . . . . . . . . . . 13
Owner . . . . . . . . . . . . . . . . . . . . . . 4 Repayment . . . . . . . . . . . . . . . . . . . 13
Beneficiary . . . . . . . . . . . . . . . . . . . 4 Changes in Insurance Coverage . . . . . . . . . . . . 13
Changes in Owner and Beneficiary . . . . . . . . . 4 General . . . . . . . . . . . . . . . . . . . . 13
Assignment . . . . . . . . . . . . . . . . . . . . 4 Increase in Specified Amount . . . . . . . . . . 13
Non-Participating . . . . . . . . . . . . . . . . 4 Decrease in Specified Amount . . . . . . . . . . 14
Policy Settlement . . . . . . . . . . . . . . . . 4
Age . . . . . . . . . . . . . . . . . . . . . . . 4
Change of Address . . . . . . . . . . . . . . . . 5
- -----------------------------------------------------------------------------------------------------------------------------
Any riders and a copy of the application(s) are at the end of this Policy.
</TABLE>

LN925
<PAGE>

Table of Contents

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Page No. Page No.
<S> <C> <C> <C>
Change in Death Benefit Option . . . . . . . . 14 Fund(s) Settlement Option Annuity Unit Value of
Change from Option 1 to 2 . . . . . . . . . . . 14 LLANY Variable Annuity Account N for Variable
Change from Option 2 to 1 . . . . . . . . . . . 14 Annuities . . . . . . . . . . . . . . . . . . . . 16
Change from Option 3 to 1 . . . . . . . . . . . 14 Fund(s) Settlement Option Accumulation Unit
Change from Option 3 to 2 . . . . . . . . . . . 14 Value of LLANY Variable Annuity Account N for
Change of Fund(s) . . . . . . . . . . . . . . . . . 15 Variable Annuities . . . . . . . . . . . . . . . . 16
Separate Account . . . . . . . . . . . . . . . . . . 15 Fund Transfers During the Annuity Period . . . . 17
Settlement Options . . . . . . . . . . . . . . . . . 15 Annuity Payment Options . . . . . . . . . . . . . 17
Conditions . . . . . . . . . . . . . . . . . . 15 Article 1 - Annuity Purchase Rates Under a
Separate Account . . . . . . . . . . . . . . . 16 Variable Payment Option . . . . . . . . . . . . . 19
Fund(s) Settlement Option Annuity Units of Article 2 - Annuity Purchase Rates Under a Fixed
LLANY Variable Annuity Account N for Variable Payment Option . . . . . . . . . . . . . . . . . 19
Annuities . . . . . . . . . . . . . . . . . . . 16
- -------------------------------------------------------------------------------------------------------------------------------
Any riders and a copy of the application(s) are at the end of this Policy.
</TABLE>

LN925
<PAGE>

Policy Summary

It is important that You understand Your insurance policy. We have tried to use
understandable language throughout this Policy. However, should You have any
questions after You have read it, please call the representative who sold this
Policy to You or call Us. This summary is not a substitute for the detailed
policy provisions.

This is a flexible premium variable universal life insurance policy. Proceeds as
described in this Policy will be paid upon surrender, maturity, or death of the
Insured.

You may allocate Net Premiums to the General Account, LLANY Separate Account S
for Flexible Premium Variable Life Insurance, or both Accounts. Net Premiums
allocated to LLANY Account S for Flexible Premium Variable Life Insurance must
be allocated to one or more Funds. Shares of these Funds support the benefits
provided by the variable portion of this Policy. The cash value in each Fund is
not guaranteed and will vary with the investment performance of that Fund.

If the General Account is selected, the Fixed Account Value in that Account will
accumulate at rates of interest We determine. Such rates will not be less than
4.0% a year.

Sufficient premiums must be paid to continue this Policy in force. Premium
reminder notices will be sent for planned premiums and for premiums required to
continue this Policy in force. This Policy may be reinstated.

Other rights and benefits are explained in this Policy.

Definitions

Administrator Mailing Address

Lincoln Life & Annuity Company of New York, 350 Church Street, Hartford, CT
06103-1106.

Annuity Commencement Date

The Valuation Date when the Policy Proceeds are invested for payment of annuity
benefits under the settlement option selected.

Attained Age

Issue age of the Insured as shown in the Policy Specifications, increased by the
number of Policy Years elapsed. Issue age is the Insured's age on his/her
birthday nearest this Policy's Date of Issue.

Date of Issue

The effective date for Initial Coverage is the Date of Issue shown in the Policy
Specifications. The Date of Issue and the effective date for any change in
coverage will be the Date of Coverage Change shown in the supplemental Policy
Specifications which will be sent to You. Coverage is conditional on payment of
the first premium, if any, and issue of this Policy as provided in the
application.

Death Benefit

The amount described in the Death Benefit Options provision which is payable on
the date of death, subject to all provisions contained in this Policy.

Fixed Account Value

The non-loaned portion of this Policy's Total Account Value attributable to the
non-variable portion of this Policy. The Fixed Account Value is held in the
General Account.

Fund(s)

One or more of the open-end management investment companies (mutual funds whose
shares pay for the benefits provided by the variable portion of this Policy).
Shares of the Funds held pursuant to this Policy are held in LLANY Separate
Account S for Flexible Premium Variable Life Insurance except that shares of the
Funds referenced in the Settlement Options section of this Policy are held in
LLANY Separate Account N for Variable Annuities. The Fund(s) held in LLANY
Separate Account S for Flexible Premium Variable Life may differ from the
Fund(s) held in LLANY Separate Account N for Variable Annuities.

LN925 Page 1
<PAGE>

General Account

The account which holds the assets of the Company which are attributable to the
non-variable portion of this Policy. The Fixed Account Value and the Loan
Account Value are held in the General Account.

Home Office

Our main office, located at Syracuse, New York.

Initial Coverage

Coverage provided by this Policy prior to any change in coverage.

LLANY Separate Account N for Variable Annuities

A Separate Account which segregates assets attributable to the variable portion
of annuity contracts and life insurance settlement options from other assets of
the Company. Its assets are invested in shares of the Funds. LLANY Separate
Account N for Variable Annuities holds all or a portion of the Policy's Proceeds
if a variable settlement option is elected.

LLANY Separate Account S for Flexible Premium Variable Life Insurance

A Separate Account which segregates assets attributable to the variable portion
of life insurance from other assets of the Company. Its assets are invested in
shares of the Funds.

Loan Account Value

The sum of all unpaid loans. The amount necessary to repay all loans in full is
the Loan Account Value plus any accrued interest. The Loan Account Value is held
in the General Account.

Maturity Date

The Policy Anniversary on which the Insured reaches Attained Age 100.

Minimum Specified Amount

The Specified Amount for this Policy cannot be decreased below this amount. The
Minimum Specified Amount for this Policy is shown in the Policy Specifications.

Monthly Deduction Day

The first Monthly Deduction Day is the Date of Issue. Monthly Deduction Days
occur each month thereafter on the same day of the month as the Date of Issue.

Net Premium

The Net Premium is equal to:

1. the premium paid; less

2. a Premium Load not to exceed the Guaranteed Maximum Premium Load shown in
the Policy Specifications; less

3. a Premium Tax Charge.

Net Single Premium

The Net Single Premium per dollar is the amount We require to purchase one
dollar of paid up whole life insurance. We determine the Net Single Premium
using the number of elapsed Policy Years, the Insured's premium class and
Attained Age, an interest rate of 4.0% per annum and the guaranteed cost of
insurance rates specified in the Policy Specifications.

Policy Month

The Policy Month begins each month on the same day of the month as the Date of
Issue.

Policy Year/Policy Anniversary

The first Policy Year is the 12 month period beginning on the Date of Issue.
Your Policy Anniversary is equal to the Date of Issue plus 1 year, 2 years, etc.

LN925 Page 2
<PAGE>

Premium Accumulation Rate

The annual rate at which premiums paid will be accumulated to determine the
Death Benefit if Death Benefit Option 3 is selected. This rate is chosen by You
at issue. A rate requested in excess of 10% may be subject to additional
underwriting. The Premium Accumulation Rate is shown in the Policy
Specifications.

Premium Tax Charge

A charge equal to the state and municipal taxes associated with premiums
received. The Premium Tax Charge may not be increased without the approval of
the Insurance Superintendent of the state of New York.

Proceeds

The amount We will pay upon the death of the Insured, the Maturity Date, or upon
surrender of this Policy as described in the Proceeds provision.

Separate Account

LLANY Separate Account S for Flexible Premium Variable Life Insurance; or, when
referring to a settlement option as described in the Settlement Option
provisions of this Policy, LLANY Separate Account N for Variable Annuities.

Separate Account Value

The portion of this Policy's Total Account Value attributable to the variable
portion of this Policy. This Policy's Separate Account Value is held in LLANY
Separate Account S for Flexible Premium Variable Life Insurance.

Specified Amount

The Specified Amount is shown in the Policy Specifications or in the
Supplemental Policy Specifications, if later changed.

Subsequent Application(s)

Any application after the initial application initiated by You or by Us.

Target Premium

The Target Premium is shown in the Policy Specifications or in the Supplemental
Policy Specifications, if later changed.

Total Account Value

The sum of the Fixed Account Value, the Separate Account Value, and the Loan
Account Value. This is the Policy's cash value.

Valuation Date

Any day on which the New York Stock Exchange is open for trading.

Valuation Period

The period of time commencing immediately after the close of business on each
Valuation Date and ending at the close of business on the next Valuation Date.

We, Our, Us, Company

Refers to Lincoln Life & Annuity Company of New York, its successors, or
assigns.

Written Request

A request in writing, in a form satisfactory to Us and received by Us at the
Administrator Mailing Address.

You, Your

Refers to the Owner(s) of this Policy.

LN925 Page 3
<PAGE>

General Provisions

The Contract

This Policy, the initial application on the Insured, any Subsequent Applications
and any riders constitute the entire contract. Copies of all applications are
attached to and made a part of this Policy.

Only the President, a Vice President, an Assistant Vice President, a Secretary,
a Director or an Assistant Director of LLANY may agree to a change in this
Policy, and then only in writing.

All statements made by or for the Insured are representations and not
warranties.

No statement will be used to void this Policy or defend against a claim unless
it is contained in the initial application or Subsequent Applications.

Owner

Unless otherwise stated in the application or later changed, this Policy is
owned by the Insured.

During the lifetime of the Insured all rights granted by this Policy or allowed
by Us belong to the Owner.

If this Policy is owned jointly, any exercise of rights granted by this Policy
must be made jointly.

Beneficiary

The individual or entity that will receive any Proceeds on death is the
Beneficiary. The Beneficiary is stated in the application, unless later changed.

If no designated Beneficiary is living at the time of the death of the Insured,
all benefits will be paid to the Owner or the Owner's executors, administrators,
or assigns.

Changes in Owner and Beneficiary

Unless this Policy states otherwise, the Owner or Beneficiary, or both, may be
changed. This may be done as often as desired by the Owner of record during the
lifetime of the Insured and before the Maturity Date.

To change the Owner or Beneficiary, Your Written Request must be sent to Us.
When We give Our written acceptance, the change will take effect as of the date
Your Written Request was signed. The change will be subject to any action We
take before Our written acceptance of the change.

Assignment

A copy of an assignment must be on file with Us. Until We receive such notice at
the Administrator Mailing Address, We will not be required to take notice of, or
be responsible for, any transfer of interest in this Policy by assignment,
agreement, or otherwise.

We will not be responsible for the validity of any assignment.

Non-Participating

No dividends will be paid.

Policy Settlement

All amounts payable by Us will be paid from the Administrator Mailing Address.
The Loan Account Value plus any accrued interest will be deducted from the
amount payable at settlement. We may require return of this Policy.

Age

If the Insured's age is misstated, the Death Benefit will be that which would
have been purchased by the most recent monthly deduction at the correct age.

LN925 Page 4
<PAGE>

Change of Address

You must notify Us at the Administrator Mailing Address of a change in Your
mailing address.

Annual Report

We will send You a report at least once during each Policy Year. The report will
show the Total Account Value, the Surrender Value and the Death Benefit on the
date of the report. It will also show since the last report at least the
following information:

1. Gross premiums paid;

2. the cost of insurance and the cost of riders;

3. interest and investment return credited to the Total Account Value;

4. the amount of any surrenders or partial surrenders;

5. a summary of loan activity; and

6. any other information required by the jurisdiction in which this Policy was
delivered.

Projection of Benefits

We will provide a projection of illustrative future death benefits and Total
Account Values at any time upon Written Request.

Proceeds

Proceeds on death of the Insured will equal:

1. The Death Benefit; less

2. the Loan Account Value plus any accrued interest; less

3. any overdue deductions.

Proceeds on death are payable after receipt at the Administrator Mailing Address
of due proof of death of the Insured.

Proceeds on maturity of this Policy will equal:

1. The Total Account Value on the Maturity Date; less

2. the Loan Account Value plus any accrued interest.

Proceeds on surrender of this Policy will equal the Surrender Value as described
in the Surrender Value provision.

All Proceeds are subject to adjustment under the Age, Incontestability, Suicide
Exclusion and Grace Period provisions.

LN925 Page 5
<PAGE>

Right to Defer Payment

Payments of any Separate Account Value will be made within 7 days after Our
receipt of Your Written Request. However, the Company reserves the right to
suspend or postpone the date of any payment of any benefit or values for any
Valuation Period (1) when the New York Stock Exchange is closed (except holidays
or weekends); (2) when trading on the Exchange is restricted; (3) when an
emergency exists as determined by the SEC so that disposal of the securities
held in the Funds is not reasonably practicable or it is not reasonably
practicable to determine the value of the Funds' net assets; or (4) during any
other period when the SEC, by order, so permits for the protection of security
holders. For payment from the Separate Account in such instances, We may defer
payment of:

1. Surrender or partial surrender values;

2. any Proceeds on death in excess of the current Specified Amount; or

3. any portion of the Loan Value.

Payment of any Fixed Account Value may be deferred for up to six months, except
when used to pay premiums to Us.

Suicide and Incontestability

Suicide Exclusion

If the Insured dies by suicide within two years from the Date of Issue of this
Policy and while this Policy is inforce, We will pay:

1. Premiums paid less amounts allocated to LLANY Separate Account S for
Flexible Premium Variable Life Insurance; plus

2. the Separate Account Value; plus

3. the portion of the monthly deductions that have been deducted from the
Separate Account Value; less

4. the sum of:

(a) the Loan Account Value transferred from the Fixed Account Value; plus

(b) the interest due on the Loan Account Value; plus

(d) any interest earned on the Loan Account Value transferred to the
Separate Account Value.

If the Insured dies by suicide within 2 years from the Date of Issue of any
increase in coverage, We will pay only the monthly deductions for the increase.

If the Insured dies by suicide more than 2 years from the Date of Issue of this
Policy but within 2 years from the Date of Issue of any increase in coverage, We
will pay:

1. The Proceeds on death for any coverage in effect more than 2 years from the
Date of Issue of this Policy; plus

2. the monthly deductions for the increase in coverage.

All amounts will be calculated as of the date of death.

Incontestability

With respect to statements made in the initial application for the Insured:

We will not contest this Policy after it has been in force during the
lifetime of the Insured for 2 years from its Date of Issue.

With respect to statements made in any Subsequent Applications for the Insured:

We will not contest coverage relating to Subsequent Applications after
coverage has been in force during the lifetime of the Insured for 2 years
from the Date of Issue of such coverage or from the effective date of any
reinstatement.

If this Policy is contested, Your rights or the Beneficiary's rights may be
affected.

LN925 Page 6
<PAGE>

Premiums and Reinstatement

General

Sufficient premiums must be paid to continue this Policy in force until the
Maturity Date. The first premium is due on the Date of Issue. Premium due dates
are measured from the Date of Issue.

Any premiums after the first premium are payable only at the Administrator
Mailing Address. Send Your check or money order, payable to Lincoln Life &
Annuity Company of New York, to the Administrator Mailing Address. Please be
sure to write Your policy number on Your check. A receipt signed by an officer
of the Company will be given upon request.

We may apply limits for Planned Premiums and Additional Premiums as necessary to
preserve the status of this Policy as a life insurance policy under federal tax
law.

We may require satisfactory evidence of insurability if payment of the new
Planned Premium or an Additional Premium during the current Policy Year would
increase the difference between the Death Benefit and the Total Account Value.

Planned Premiums

Planned Premium is the premium amount You intend to pay and the amount that will
be billed. Premium reminder notices for Planned Premiums will be sent at
frequencies of 3, 6 or 12 months, or at any other frequency to which We agree.
Planned premiums as of the Date of Issue are shown in the Policy Specifications.

You may change the amount and frequency of Planned Premiums by Your Written
Request.

Additional Premiums

Additional Premiums are premium payments in excess of planned premiums.

Additional Premiums may be paid at any time while this Policy is in force and
before the Maturity Date.

Allocation of Premium

Each Net Premium will be credited to LLANY Separate Account S for Flexible
Premium Variable Life Insurance (and each of the selected Funds) and/or the
General Account in the percentages indicated in the Policy Specifications,
unless changed as provided in the Changes in Allocation Percentages provision
below.

Changes in Allocation Percentages

Allocation percentages may be changed at any time by Your request to Us. If
these percentages are changed, We will send a letter to You confirming the
change. The change will be effective as of the date of the next premium payment
after You notify Us.

Grace Period

If the Total Account Value less the Loan Account Value is not sufficient to
allow a Monthly Deduction on the Monthly Deduction Day, We will allow You 61
days of grace for payment of an amount sufficient to cover the Monthly
Deduction. We may require payment of the amount necessary to keep this Policy in
force for the current Policy Month plus two additional Policy Months.

Written notice will be mailed to Your last known address, according to Our
records, not less than 61 days before termination of this Policy. This notice
will also be mailed to the last known address of any assignee of record.

During the days of grace this Policy will stay in force. If the Insured's death
occurs during the days of grace, We will deduct an amount sufficient to cover
the overdue Monthly Deduction(s) from the Death Benefit.

If payment is not made within 61 days after the Monthly Deduction Day, the
Policy will terminate without value at the end of the Grace Period.

LN925 Page 7
<PAGE>

Reinstatement

If this Policy terminates as provided in the Grace Period provision, We may
allow it to be reinstated within 5 years after the date of termination and
before the Maturity Date. To reinstate this Policy, We will require:

1. satisfactory evidence of insurability on the Insured; and

2. payment of an amount sufficient to cover the current monthly deduction(s)
plus two additional Policy Months.

If this Policy is reinstated, it will be reinstated on the Monthly Deduction Day
following Our approval. This Policy's Total Account Value at reinstatement will
be the Net Premium paid less the monthly deduction for that day. Any Loan
Account Value will not be reinstated.

Death Benefit Options

General

The Proceeds payable upon the Insured's death will be as provided under one of
the following Death Benefit options. The option for this Policy as of the Date
of Issue is shown in the Policy Specifications. If You have changed the Death
Benefit option, the option is shown in the supplemental Policy Specifications
which will be sent to You.

Option 1

The Specified Amount shown in the Policy Specifications includes the Total
Account Value. Under this option, the Death Benefit will be the greater of: (a)
the Specified Amount on the date of death or (b) a percentage of the Total
Account Value. This percentage is one divided by the Net Single Premium per
dollar. The Net Single Premium is based on interest of 4.0% per annum and
guaranteed cost of insurance rates.

Option 2

The Specified Amount is in addition to the Total Account Value. Under this
option, the Death Benefit will be the greater of: (a) the Specified Amount plus
the Total Account Value on the date of death or (b) a percentage of the Total
Account Value. This percentage is one divided by the Net Single Premium per
dollar. The Net Single Premium is based on interest of 4.0% per annum and
guaranteed cost of insurance rates.

Option 3

Under this option, the Death Benefit will be the greater of (a) the Specified
Amount plus the Accumulated Premium(s) on the date of death, or (b) a percentage
of the Total Account Value. This percentage is one divided by the Net Single
Premium per dollar. The Net Single Premium is based on interest of 4.0% per
annum and guaranteed cost of insurance rates. The total death benefit under this
option is limited and will not exceed the total Death Benefit paid under Option
2.

The Accumulated Premium is the sum of all premiums paid from the Date of Issue
accumulated at the Premium Accumulation Rate.

This option may be selected only at issue.

LN925 Page 8
<PAGE>

Policy Values

Basis of Calculation

The values of this Policy equal or exceed those required by the Standard
Nonforfeiture Law as provided in the Variable Life Insurance law in the
jurisdiction where this Policy is delivered. A detailed statement has been filed
with the jurisdiction which shows how to compute those values.

Interest Credited

We will credit interest on the Fixed Account Value at the guaranteed rate of
4.0% per year. This guaranteed rate equals 0.32737%, per month, compounded
monthly. We may credit interest in excess of the guaranteed rate. As long as
excess interest is being paid, additional excess interest at a rate equal to
1/2% per year will be credited to policies in force at least 10 years. The
guaranteed interest rate will not be increased by the additional excess interest
rate. This additional rate reflects a reduction in the insurer's interest rate
hold back margin for profit and expenses.

Interest earned by the Loan Account Value is described in the Loan Interest
Credited provision.

Fixed Account Value

The Fixed Account Value for this Policy will be:

1. The value of the Net Premiums credited to the Fixed Account Value; less

2. the portion of monthly deductions from the Fixed Account Value; plus

3. interest credited; less

4. any transfers of value out of the Fixed Account Value; plus

5. any transfers from the Fund(s) to the Fixed Account Value; plus

6. any loan repayments credited to the Fixed Account Value.

Separate Account Value

The Separate Account Value of this Policy will be the sum of the Fund Account
Values.

A. Fund Account Value

The portion of each Net Premium allocated to a Fund plus any interest earned
on the Loan Account Value which is attributable to that Fund is credited to
this Policy in the form of accumulation units. Accumulation units measure
the net investment result of each Fund. The number of accumulation units
credited is equal to that portion of Net Premium divided by the accumulation
unit value for that Fund for the Valuation Period in which the premium is
received.

The Fund Account Value of each Fund will equal the accumulation unit value
for that Fund multiplied by the number of accumulation units for that Fund
credited to this Policy.

LN925 Page 9
<PAGE>

B. Accumulation Unit Value

A Fund accumulation unit value for any Valuation Period after the inception
of the Fund is calculated as follows:

1. The total value of Fund shares held is calculated by multiplying the number
of Fund shares owned at the beginning of the Valuation Period by the net
asset value per share of the Fund at the end of the Valuation Period and
adding any dividend or other distribution of the Fund earned during the
Valuation Period; minus

2. the liabilities of the Fund at the end of the Valuation Period; such
liabilities include daily charges imposed on the Fund and may include a
charge or credit with respect to any taxes paid or reserved for by Us that
We determine result from operations of the Separate Account; and

3. the result of (2) is divided by the number of accumulation units for that
Fund outstanding at the beginning of the Valuation Period.

The daily charges imposed on a Fund for any Valuation Period are equal to
the mortality and expense risk charge multiplied by the number of calendar
days in the Valuation Period. This charge may be changed by Us from time to
time, but it is guaranteed not to exceed 1.10% of a Fund's value in Policy
Years one through ten, not to exceed 0.90% in Policy Years eleven through
twenty and to exceed 0.80% thereafter. The mortality and expense risk charge
assessed in the eleventh through twentieth years and the twenty-first and
later years on this policy will be respectively 0.20% and 0.30% less than
that assessed in the first ten years on policies then being issued for the
Corporate Owned Life Insurance (COLI) marketplace under this form and other
forms with a similar mortality and expense risk charge structure. The
mortality and expense risk charge structure on this product is defined to be
three-tiered with a 0.20% step down in the eleventh year and an additional
0.10% step down in the twenty-first years in both current and guaranteed
charges.

The accumulation unit value may increase or decrease from Valuation Period
to Valuation Period.

Charges to Policy Values

Charges and deductions made according to this Policy's provisions will be
deducted from the Separate Account Value and the Fixed Account Value in the same
proportion that these Values bear to the sum of the Fixed Account Value and the
Separate Account Value on the date of the deduction.

The portion of the deduction attributable to the Separate Account Value will
reduce each Fund Account Value in the same proportions that these Fund Account
Values bear to the total Separate Account Value. The number of accumulation
units deducted from each Fund is determined by dividing the amount of the
deduction attributable to the Fund by the Fund's accumulation unit value for the
Valuation Period when the charge was made. The resulting number of Fund
accumulation units will be deducted from the total accumulation units for that
Fund.

The portion of the deduction attributable to the Fixed Account Value will be
deducted from that Value as a dollar amount.

Transfers Within Accounts

You may transfer all or part of each Fund Account Value to any other Fund or to
the Fixed Account Value at any time. There will be no charge for the first 12
transfers within a Policy Year, but, after the first 18 months from Date of
Issue, We reserve the right to charge a $25 administrative fee for each
additional transfer within that Policy Year, unless a transfer to the General
Account is made in response to a change in the investment policy of a Fund.

Within the forty-five days following the Policy Anniversary, You may request a
transfer of a portion of the Fixed Account Value to one or more of the Funds.
This type of transfer is allowed only once within these forty-five days and We
must receive Your request at the Administrator Mailing Address within the
forty-five days. The transfer will be effective on the Valuation Date that Your
request is received at the Administrator Mailing Address. The amount of such
transfer cannot exceed the greater of 20% of the greatest amount in the Fixed
Account Value during the prior 5 years or $1000.

Accumulation units for each Fund will be added to or subtracted from the total
accumulation units for that Fund, based on each Fund's accumulation unit value
at the end of the Valuation Date when request for such transfer is received by
Us. A dollar amount will be added to or subtracted from the Fixed Account Value
according to the terms of Your request for transfer.

LN925 Page 10
<PAGE>

Monthly Deductions

Monthly deductions begin on the Date of Issue and occur on each Monthly
Deduction Day thereafter. The monthly deduction will be deducted from this
Policy's values as described in the Charges to Policy Values provision.

The monthly deduction is equal to:

1. the cost of insurance as calculated below; plus

2. the monthly policy fee, shown in the Policy Specifications.

Cost of Insurance

The Cost of Insurance on any Monthly Deduction Day will be (1) multiplied by the
result of (2) minus (3) where:

(1) is the monthly Cost of Insurance Rate on that date divided by 1,000;

(2) is the death benefit on that date divided by 1.0032737;

(3) is the Total Account Value on that date before computing the monthly
deductions for the cost of insurance for this Policy.

Cost of Insurance Rate

The monthly cost of insurance is based on the Insured's issue age, number of
Policy Years elapsed and premium class. For Initial Coverage, the premium class
on the Date of Issue will be used. For any increase, the premium class for that
increase will be used. If the Insured is assigned a premium class which
designates "smoker" and this classification changes, You may, by Written
Request, reclassify the Insured any time after the first Policy Anniversary.
Upon Our acceptance of the change, supplemental Policy Specifications will be
sent to You.

The monthly Cost of Insurance Rates may be adjusted by Us from time to time.
Adjustments will be on a class basis and will be based on Our estimates for
future factors such as mortality, investment income, expenses, and the length of
time policies stay in force. Any adjustments will be made on a nondiscriminatory
basis.

The rate during any Policy Year will never exceed the rate shown for that year
in the Table of Guaranteed Maximum Insurance Rates in the Policy Specifications.
Guaranteed rates for this Policy are based on the 1980 Commissioner's Standard
Ordinary Aggregate Mortality Table B, (80% Male/ 20% Female).

Any change in the cost factors will be determined in accordance with procedures
and standards on file with the State Insurance Department in which this Policy
was delivered.

Nonforfeiture Provisions

Continuation of Coverage

Coverage of this Policy will continue to the Maturity Date as long as the
Surrender Value is sufficient to cover each monthly deduction. If the Surrender
Value is not sufficient to cover a monthly deduction, the Grace Period provision
will apply.

Surrender Value

By Written Request, the Owner may surrender this Policy for its full surrender
value at any time during the lifetime of the Insured. All or a portion of the
premium load(s) and Premium Tax Charge in the first Policy Year will be refunded
to You within the first five Policy Years upon a full surrender. Decreases in
the Specified Amount will decrease the portion of the premium load(s) and
Premium Tax Charge refunded to you. All insurance coverage under this Policy
will end on the date of the full surrender. Partial surrenders will also be
allowed.

The full Surrender Value will equal:

1. The Total Account Value on the date of surrender; less

2. the Loan Account Value plus any accrued interest; plus

3. the premium load refund, if any.

The amount of the premium load refund may be adjusted by Us from time to time.
Adjustments will be on a class basis and will be based on Our estimates for
future factors such as mortality, investment income, expenses (including taxes),
and the length of time policies stay in force. Any adjustments will be made on a
non-discriminatory basis.

LN925 Page 11
<PAGE>

Partial Surrender

Partial surrenders may be made at any time after the first Policy Year while
this Policy is in force.

The minimum amount of any partial surrender is $500.

If the Death Benefit option for this Policy is option 1 or 3, a partial
surrender will reduce the Total Account Value, Death Benefit, and Specified
Amount. However, We will not allow a partial surrender if the Specified Amount
will be reduced below the Minimum Specified Amount.

If the Death Benefit on the date of the partial surrender is determined as a
percentage of the Total Account Value as described in the Death Benefit Options
section, the partial surrender may not reduce the Specified Amount.

If the Death Benefit option for this Policy is Option 2, a partial surrender
will reduce the Total Account Value and the Death Benefit. The Specified Amount
will not be reduced.

If a partial surrender causes a decrease in the Specified Amount, the decrease
will reduce any past increases in the reverse order in which they occurred.

Paid-Up Nonforfeiture Option

By Written Request, You may elect, at any time prior to the Maturity Date, to
continue this Policy as paid-up life insurance with no further premiums due.

The Specified Amount of the paid-up insurance will be the amount, up to the
Death Benefit under this Policy as of the effective date of the paid-up
insurance, that the Surrender Value can purchase for a Net Single Premium at the
Insured's Attained Age and premium class on the date this option is elected. The
Net Single Premium will be based on the maximum cost of insurance rates in this
Policy and an interest rate of 4.0% compounded annually. Any excess value will
be refunded to You.

The paid-up insurance may be surrendered at any time for its Surrender Value,
less any outstanding loan balance. The Surrender Value will be equal to the Net
Single Premium for the paid-up insurance on the date of surrender.

The effective date of the paid-up insurance will be the Monthly Deduction Day
which occurs on or immediately after the date Your request is received by Us.

As of the effective date:

No further premium payments, monthly deductions (including the monthly
policy fee), excess interest credits or changes in coverage may be made; and

No transfers from the Fixed Account Value back to the Separate Account Value
may be made; and

all extra benefit riders will terminate.

You may, after electing paid-up insurance, surrender the Policy for its
Surrender Value. We will transfer the Separate Account Value to the Fixed
Account Value on the date we receive Your Written Request to elect this option.

Policy Loans

General

We will grant loans while this Policy is in force. You should consult with Your
tax advisor prior to taking a Policy loan. The amount of the loan will not be
more than the Loan Value. The Loan Value for this Policy is 90% of the sum of
the Fixed Account Value and the Separate Account Value.

The amount of the loan will be transferred out of the Fixed Account and Separate
Account Values as described in the Charges to Policy Values provision. The loan
amount increases the Loan Account Value.

The Loan Account Value plus accrued interest will reduce any Proceeds under this
Policy. If the Loan Account Value exceeds the sum of the Separate Account Value
and Fixed Account Value, the Grace Period provision will apply.

LN925 Page 12
<PAGE>

Loan Interest Rate Charged

Interest, at an effective annual rate, will be charged on this Policy's Loan
Account Value. The rate of interest may change and applies to this Policy's
total Loan Account Value. Changes will be made only on a Policy Anniversary.
Interest is due and payable on the next Policy Anniversary, the date this Policy
ends or upon full repayment of the Loan Account Value. Any interest not paid
when due will be added to the Loan Account Value on the Policy Anniversary and
will itself bear interest on the same terms.

The interest rate is based on a Monthly Average. The Monthly Average will be
Moody's Corporate Bond Yield Average - Monthly Average Corporates as published
by Moody's Investors Service, Inc., or any successor to that service. If such
average is no longer published, the average used will be determined by law or
regulation of the insurance supervisory official of the jurisdiction where this
policy is delivered. In no event will the interest rate exceed the maximum rate
imposed by law or regulation of the jurisdiction where this policy is delivered.

The interest rate charged during any Policy Year will not exceed the maximum
rate for that year. The maximum rate will be the greater of:

1. the Monthly Average for the calendar month which ends 2 months before the
month in which the Policy Anniversary occurs; or

2. 4.8%

We may increase the rate only when the maximum rate is at least .5% higher than
the rate in effect for the prior Policy Year.

We will reduce the rate only when the maximum rate is at least .5% lower than
the rate in effect for the prior Policy Year.

We will notify You of the current policy loan interest rate for this Policy at
the time a policy loan is taken. If the Policy has a Loan Account Value, We will
notify You of any change in the interest rate before the new rate becomes
effective.

Loan Interest Rate Credited

The Loan Account Value will earn interest at the policy loan interest rate less
a percentage not to exceed 0.80%.

We will notify You of the current policy loan interest rate for this Policy at
the time a policy loan is taken. If the Policy has Loan Account Value, We will
notify You of any change in the interest rate before the new rate becomes
effective.

The interest earned by the Loan Account Value will be credited to the Fixed
Account Value and the Separate Account Value in the same proportion in which the
loan amount was originally deducted from these values.

Repayment

The Loan Account Value may be repaid in full or in part at any time as long as
this Policy is in force and the Insured is living. The amount necessary to repay
all loans in full is the Loan Account Value plus any accrued interest. Loan
repayments will be allocated to the Fixed Account Value and the Separate Account
Value in the same proportion in which the loan was taken. The proportion
allocated to the Separate Account Value will be further allocated to the Funds
in accordance with current premium allocation. The Loan Account Value will be
reduced by the amount of any loan repayment.

Changes in Insurance Coverage

General

For any change in coverage We will require Your Written Request. Supplemental
Policy Specifications will be sent to You once the change is completed.

Increase in Specified Amount

Increases will be allowed at any time.

Satisfactory evidence of insurability on the Insured may be required.

The Date of Issue for any increase will be shown in the Supplemental Policy
Specifications.

LN925 Page 13
<PAGE>

Decrease in Specified Amount

Decreases will be allowed at any time with Our consent.

The amount of a decrease cannot reduce this Policy's Specified Amount below the
Minimum Specified Amount.

For a decrease in the Specified Amount, the Date of Issue will be the Monthly
Deduction Date on or next following the date on which Your Written Request is
received.

The decrease will reduce any past increases in the reverse order in which they
occurred.

Change in Death Benefit Option

Any change in the Death Benefit option is subject to the following conditions:

We will not allow a change from Death Benefit Options 1 or 2 to Death Benefit
Option 3.

We will not allow a change in the Death Benefit option if the Specified Amount
will be reduced below the Minimum Specified Amount.

The change will take effect on the Monthly Deduction Day on or next following
the date on which Your Written Request is received.

Evidence of insurability may be required.

Change from Option 1 to 2

Changes from Option 1 to 2 will be allowed at any time. The Specified Amount
will be reduced to equal the Specified Amount less the Total Account Value at
the time of the change.

Change from Option 2 to 1

Changes from Option 2 to 1 will be allowed at any time. The new Specified Amount
will equal the Specified Amount plus the Total Account Value at the time of the
change.

Change from Option 3 to 1

Changes from Option 3 to 1 will be allowed at any time. The Specified Amount
will be increased to equal the Specified Amount prior to the change, plus the
lesser of the accumulated premiums or the Total Account Value at the time of the
change.

Change from Option 3 to 2

Changes from Option 3 to 2 will be allowed at any time. The Specified Amount
will be reduced to equal the Specified Amount prior to the change minus the
greater of zero or the difference between the Total Account Value and the
accumulated premiums at the time of the change.

LN925 Page 14
<PAGE>

Change of Fund(s)

The Company may:

1. Change the Fund(s) which may be invested in a Separate Account; and

2. replace the shares of Funds held in a Separate Account with shares of other
Fund(s).

Changes must be:

1. Approved by a majority vote of persons having an interest in the Separate
Account and its Fund(s); or

2. deemed necessary by Us under the Investment Company Act of 1940; or

3. deemed necessary by Us to accomplish the purpose of the Separate Account.

The investment policy of a Separate Account may not be changed without Our
obtaining any necessary regulatory or other approvals.

We will notify You of any change.

Separate Account

LLANY Separate Account S for Flexible Premium Variable Life Insurance is a
Separate Account established by Us in accordance with the laws of the State of
New York. Income, realized and unrealized gains and losses from the assets of
LLANY Separate Account S for Flexible Premium Variable Life Insurance will be
credited to or charged against LLANY Separate Account S for Flexible Premium
Variable Life Insurance without regard to Our other income, gains, or losses.
LLANY Separate Account S for Flexible Premium Variable Life Insurance's
liabilities arise from the variable life insurance policies that it supports.
The assets of LLANY Separate Account S for Flexible Premium Variable Life
Insurance are available to cover the liabilities of the General Account only to
the extent that LLANY Separate Account S for Flexible Premium Variable Life
Insurance's assets exceed its liabilities.

The value of the assets of LLANY Separate Account S for Flexible Premium
Variable Life Insurance is determined whenever the policy benefits vary and at
the end of every Valuation Period.

Settlement Options

Conditions

All or part of the Proceeds of this Policy may be applied under one or more of
the options described below. An election shall be made by Written Request filed
at the Administrator Mailing Address. The Payee of Proceeds may make this
election if no prior election has been made. Our consent to the election of an
option is required if:

the Payee is not a natural person receiving payments in his or her own
right; or

the Payee is an assignee of this Policy.

When any option is chosen, the Payee must designate whether the annuity will be:

(a) a fixed annuity

(b) a variable annuity, or

If no designation is made, the Separate Account Value shall be used to provide a
variable annuity payment, and the Fixed Account Value shall be used to provide a
fixed annuity payment.

If a fixed annuity is chosen, the annuity purchase rate for the option chosen
will reflect at least the minimum guaranteed interest rate of 3.0%.

Where a variable annuity is chosen, an assumed annual net return rate of 4.0%
will be used to determine the amount of the first annuity payment under a
variable annuity.

LN925 Page 15
<PAGE>

The 4.0% assumed annual net return is the measuring point for subsequent
variable annuity payouts. If the actual net investment rate (annualized) exceeds
4.0%, the variable annuity payments will increase at a rate equal to the amount
of such excess. Conversely, if the actual rate is less than 4.0%, variable
annuity payments will decrease.

Payments will not change due to changes in the mortality or expense results or
administrative charges.

Separate Account

Payments on a variable basis will be made from the Proceeds held in LLANY
Separate Account N for Variable Annuities A. LLANY Separate Account N for
Variable Annuities is a Separate Account established by Us in accordance with
the laws of the State of New York. Income, realized and unrealized gains and
losses from the assets of LLANY Separate Account N for Variable Annuities will
be credited to or charged against LLANY Separate Account N for Variable
Annuities without regard to Our other income, gains, or losses. LLANY Separate
Account N for Variable Annuities' liabilities arise from the variable portion of
annuity contracts and life insurance settlement options that it supports. The
assets of LLANY Separate Account N Variable Annuities' are available to cover
the liabilities of the General Account only to the extent that LLANY Separate
Account N for Variable Annuities' assets exceed its liabilities.

Fund(s) Settlement Option Annuity Units of LLANY Separate Account N for Variable
Annuities

If payment on a variable basis is chosen, the first payment is
calculated as follows:

1. the portion of Proceeds applied to make payment on the variable basis;
divided by

2. 1,000; multiplied by

3. the payment rate for the option chosen.

This amount is divided by the Fund settlement option annuity unit value on the
Annuity Commencement Date to determine the number of Fund settlement option
annuity units. The due date of the first annuity payment will be 14 days after
the Annuity Commencement Date. The number of Fund settlement option annuity
units remains fixed unless a Fund transfer occurs. Each future payment is equal
to this number multiplied by the Fund settlement option annuity unit value on
the Valuation Date ending 14 days prior to the due date of the payment.

Fund(s) Settlement Option Annuity Unit Value of LLANY Separate Account N for
Variable Annuities

A Fund settlement option annuity unit value for any Valuation Period after the
inception of the Fund is calculated as follows:

1. The Fund settlement option annuity unit value for the immediately preceding
Valuation Period; multiplied by

2. The Fund settlement option accumulation unit value for this Valuation Period
divided by the Fund settlement option accumulation unit value for the
immediately preceding Valuation Period; multiplied by

3. 0.9998926 raised to a power equal to the number of days in the current
Valuation Period. 0.9998926 is the daily factor for the 4.0% assumed annual
net return rate.

The dollar value of the Fund settlement option unit values and payments may
increase or decrease due to investment gain or loss.

Fund(s) Settlement Option Accumulation Unit Value of LLANY Separate Account N
for Variable Annuities

A Fund settlement option accumulation unit value for any Valuation Period after
the inception of the Fund is calculated as follows:

2. The liabilities of the Fund at the end of the Valuation Period; such
liabilities include daily charges imposed on the Fund and may include a
charge or credit with respect to any taxes paid or reserved for by Us that
We determine result from operations of the Separate Account; and

3. The result of (2) is divided by the number of accumulation units for that
Fund outstanding at the beginning of the Valuation Period.

The daily charges imposed on a Fund for any Valuation Period represent the daily
mortality and expense risk charge and the daily administrative charge adjusted
for the number of calendar days in the Valuation Period. On an annual basis this
charge will not exceed 1.40%.

LN925 Page 16
<PAGE>

If a variable annuity is chosen, the Payee must allocate the initial payment
amount among the allowable Funds. We require a minimum initial payment per Fund
of $50 and/or a minimum fixed benefit payment of $50.

Fund Transfers During the Annuity Period

At the request of the Payee, all or any portion of the variable annuity payment
amount allocated to a Fund may be transferred from any Fund to any other
allowable Fund or to a fixed benefit payment. A transfer of a fixed benefit
payment to a variable benefit payment is not allowed. During the annuity period,
the maximum number of allowable transfers in a calendar year is three. We
reserve the right to change the number of allowable transfers.

Transfer requests must be expressed as a percentage of the current variable
annuity units per payment allocated among the Funds. Any transfer must result in
a minimum annuity payment per Fund of $50. Transfers will be processed as of the
next Valuation Date following receipt of such request in good order at the
Administrator Mailing Address.

Annuity Payment Options:

Option 1 - Life Annuity / Life Annuity with Guaranteed Period - Fixed and/or
variable annuity payments will be made for the lifetime of the Annuitant with no
certain period, or life and a 10 year certain period, or life and a 20 year
certain period.

Option 2 - Unit Refund Life Annuity - Variable annuity payments will be made for
the lifetime of the Annuitant with the guarantee that upon death, if (a) the
number of Fund settlement option annuity units initially purchased (determined
by dividing the total dollar amount applied to purchase this settlement option
by the Fund settlement option annuity unit value on the Annuity Commencement
Date) is greater than (b) the number of Fund settlement option annuity units
paid as part of each variable annuity benefit payment multiplied by the number
of annuity benefit payments paid prior to death; then a refund payment equal to
the number of Fund settlement option annuity units determined by (a) minus (b)
will be made. The refund payment value will be determined using the Fund
settlement option annuity unit value on the Valuation Date on which the death
claim is approved by Us for payment after We are in receipt of (1) proof of
death acceptable to Us; (2) written authorization for payment; and (3) all claim
forms, fully completed.

Option 3 - Cash Refund Life Annuity - Fixed annuity payments will be made for
the lifetime of the Annuitant with the guarantee that upon death, if (a) the
total dollar amount applied to purchase this option is greater than (b) the
fixed annuity benefit payment multiplied by the number of annuity benefit
payments paid prior to death; then a refund payment equal to the dollar amount
of (a) minus (b) will be made. The refund payment will be made on the Valuation
Date on which the death claim is approved by Us for payment after We are in
receipt of (1) proof of death acceptable to Us; (2) written authorization for
payment; and (3) all claim forms, fully completed.

Option 4 - Joint Life Annuity / Joint Life Annuity with Guaranteed Period -
Fixed and/or variable payments will be made during the joint life of the
Annuitant and a Joint Annuitant of the Owner's choice. Payments will be made for
life with no certain period, or life and a 10 year certain period, or life and a
20 year certain period. Payments continue for the life of the survivor at the
death of the Annuitant or Joint Annuitant.

Other Options - other options may be available as agreed upon in writing by Us.

The amount of annuity payment will depend on the age and sex (except in cases
where unisex rates are required) of the Annuitant as of the Annuity Commencement
Date. A choice may be made to receive payments once each month, four times each
year, twice each year, or once each year. The Proceeds and Fund settlement
option Annuity unit value used to effect benefit payments will be calculated as
of the Annuity Commencement Date. If any portion of the annuity payment will be
made on a variable basis, the first payment will be made fourteen days after the
Annuity Commencement Date.

Article 1 of this Policy illustrates the minimum payment amounts and the age
adjustments which will be used to determine the first monthly payment under a
variable annuity payment option. The tables show the dollar amount of the first
monthly payment which can be purchased with each $1,000 of Proceeds, after
deduction of any applicable premium taxes. Amounts shown use the 1983 `a'
Individual Annuity Mortality Table, modified, with an assumed rate of return of
4.0% per year.

Article 2 of this Policy illustrates the minimum payment amounts and the age
adjustments which will be used to determine the monthly payments under a fixed
annuity payment option. The tables show the dollar amount of the guaranteed
monthly payments which can be purchased with each $1,000 of Proceeds, after
deduction of any applicable premium taxes. Amounts shown use the 1983 `a'
Individual Annuity Mortality Table, modified, with an interest rate of 3.0% per
year and a 2.0% expense load.

LN925 Page 17
<PAGE>

ARTICLE 1
ANNUITY PURCHASE RATES UNDER A VARIABLE PAYMENT OPTION

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
DOLLAR AMOUNT OF FIRST MONTHLY PAYMENT WHICH IS
PURCHASED WITH EACH $1,000 APPLIED
- --------------------------------------------------------------------------------
SINGLE LIFE ANNUITIES
- --------------------------------------------------------------------------------
No Period 120 Months 240 Months Cash
Certain Certain Certain Refund
Age Male Female Male Female Male Female Male Female
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
60 $5.29 $4.78 $5.18 $4.73 $4.83 $4.56 $4.88 $4.56
61 5.41 4.87 5.28 4.81 4.89 4.63 4.96 4.63
62 5.54 4.97 5.39 4.90 4.95 4.69 5.05 4.71
63 5.68 5.07 5.50 5.00 5.01 4.75 5.14 4.78
64 5.82 5.19 5.63 5.10 5.06 4.82 5.23 4.87

65 5.98 5.30 5.75 5.21 5.12 4.88 5.32 4.95
66 6.15 5.43 5.88 5.32 5.17 4.95 5.42 5.04
67 6.33 5.57 6.02 5.44 5.22 5.01 5.53 5.14
68 6.53 5.72 6.16 5.56 5.27 5.08 5.64 5.24
69 6.74 5.88 6.31 5.70 5.32 5.14 5.75 5.34

70 6.96 6.05 6.46 5.84 5.36 5.20 5.87 5.46
71 7.19 6.23 6.61 5.99 5.40 5.26 5.99 5.57
72 7.44 6.44 6.77 6.14 5.44 5.31 6.12 5.69
73 7.71 6.66 6.93 6.30 5.47 5.36 6.25 5.82
74 7.99 6.89 7.09 6.47 5.50 5.40 6.39 5.96
75 8.30 7.15 7.25 6.65 5.53 5.44 6.53 6.10
- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------
JOINT AND SURVIVOR ANNUITIES
- -----------------------------------------------------------------
Joint and Full to Survivor Joint and Two-Thirds Survivor
- -----------------------------------------------------------------
Certain Period Certain Period
- -----------------------------------------------------------------
None 120 240 Joint Age None 120 240
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$4.37 $4.37 $4.34 60 $4.78 $4.74 $4.57
4.44 4.44 4.40 61 4.88 4.82 4.63
4.52 4.51 4.46 62 4.97 4.91 4.69
4.60 4.59 4.53 63 5.08 5.00 4.76
4.68 4.68 4.60 64 5.19 5.10 4.82

4.77 4.77 4.67 65 5.31 5.21 4.88
4.87 4.86 4.74 66 5.44 5.32 4.95
4.98 4.96 4.82 67 5.57 5.44 5.01
5.09 5.07 4.89 68 5.72 5.56 5.08
5.21 5.19 4.96 69 5.87 5.69 5.14

5.34 5.31 5.04 70 6.04 5.83 5.20
5.47 5.44 5.11 71 6.22 5.97 5.25
5.62 5.58 5.18 72 6.42 6.12 5.31
5.78 5.73 5.24 73 6.62 6.28 5.36
5.96 5.88 5.30 74 6.85 6.44 5.40
6.14 6.05 5.36 75 7.09 6.61 5.44
</TABLE>

<TABLE>
<CAPTION>
Age Adjustment Table

Year of Birth Adjustment to Age Year of Birth Adjustment to Age
- ------------- ----------------- ------------- -----------------
<S> <C> <C> <C>
Before 1920 + 2 1970-1979 - 4
1920-1929 + 1 1980-1989 - 5
1930-1939 0 1990-1999 - 6
1940-1949 - 1 2000-2009 - 7
1950-1959 - 2 2010-2019 - 8
1960-1969 - 3 After 2019 - 9
</TABLE>

LN925 Page 18
<PAGE>

ARTICLE 2
ANNUITY PURCHASE RATES UNDER A FIXED PAYMENT OPTION
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
DOLLAR AMOUNT OF FIRST MONTHLY PAYMENT WHICH IS
PURCHASED WITH EACH $1,000 APPLIED
- --------------------------------------------------------------------------------
SINGLE LIFE ANNUITIES
- --------------------------------------------------------------------------------
No Period 120 Months 240 Months Cash
Certain Certain Certain Refund
Age Male Female Male Female Male Female Male Female
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
60 $4.91 $4.37 $4.81 $4.33 $4.47 $4.17 $4.47 $4.13
61 5.03 4.47 4.92 4.42 4.53 4.24 4.56 4.21
62 5.17 4.58 5.04 4.52 4.60 4.31 4.65 4.29
63 5.32 4.69 5.16 4.62 4.67 4.38 4.75 4.38
64 5.48 4.81 5.30 4.73 4.73 4.46 4.85 4.46

65 5.64 4.94 5.43 4.85 4.80 4.53 4.95 4.56
66 5.82 5.08 5.58 4.97 4.86 4.61 5.06 4.66
67 6.01 5.22 5.72 5.10 4.92 4.68 5.18 4.76
68 6.22 5.38 5.88 5.24 4.97 4.75 5.30 4.87
69 6.44 5.55 6.04 5.39 5.03 4.82 5.43 4.98

70 6.68 5.73 6.20 5.54 5.08 4.89 5.56 5.11
71 6.92 5.93 6.37 5.70 5.12 4.95 5.70 5.23
72 7.18 6.14 6.54 5.87 5.16 5.02 5.84 5.37
73 7.47 6.38 6.72 6.04 5.20 5.07 6.00 5.51
74 7.77 6.63 6.90 6.23 5.23 5.12 6.16 5.66
75 8.09 6.90 7.08 6.42 5.26 5.17 6.32 5.82
- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------
JOINT AND SURVIVOR ANNUITIES
- -----------------------------------------------------------------
Joint and Full to Survivor Joint and Two-Thirds Survivor
- -----------------------------------------------------------------
Certain Period Certain Period
- -----------------------------------------------------------------
None 120 240 Joint Age None 120 240
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$3.96 $3.95 $3.98 60 $4.38 $4.34 $4.22
4.03 4.08 4.05 61 4.48 4.47 4.29
4.12 4.16 4.12 62 4.58 4.57 4.36
4.21 4.25 4.19 63 4.69 4.67 4.43
4.30 4.34 4.26 64 4.81 4.78 4.50

4.40 4.43 4.34 65 4.94 4.89 4.57
4.51 4.54 4.42 66 5.08 5.01 4.64
4.62 4.64 4.50 67 5.22 5.13 4.71
4.74 4.76 4.58 68 5.38 5.27 4.78
4.87 4.88 4.66 69 5.55 5.41 4.85

5.01 5.01 4.74 70 5.73 5.55 4.91
5.16 5.15 4.82 71 5.92 5.70 4.98
5.32 5.30 4.89 72 6.12 5.86 5.03
5.49 5.45 4.96 73 6.34 6.03 5.09
5.68 5.62 5.03 74 6.58 6.20 5.14
5.88 5.79 5.09 75 6.84 6.38 5.18
</TABLE>

<TABLE>
<CAPTION>
Age Adjustment Table

LN925 Page 19
<PAGE>

FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

FLEXIBLE PREMIUMS PAYABLE UNTIL MATURITY DATE OR DEATH

PROCEEDS PAYABLE UPON THE FIRST EVENT TO OCCUR - SURRENDER, MATURITY OR DEATH

NON-PARTICIPATING - NO DIVIDENDS PAYABLE

LN925