NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT, S-6EL24, 1997-02-13

NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT
S-6EL24, 1997-02-13

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<PAGE>

AS FILED WITH SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1997

REGISTRATION NO. 33-

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM S-6
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

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

NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT
(Exact Name Of Trust)
NEW ENGLAND LIFE INSURANCE COMPANY
(Name of Depositor)
501 Boylston Street
Boston, Massachusetts 02117
(Address of depositor's principal executive offices)

MARIE C. SWIFT, ESQ.
Counsel
New England Life Insurance Company
501 Boylston Street
Boston, Massachusetts 02117
(Name and address of agent for service)

Copies to:
STEPHEN E. ROTH, ESQ.
Sutherland, Asbill & Brennan, L.L.P.
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004

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

Variable Ordinary Life Insurance Policies-
(Title, amount and proposed maximum offering price of
securities being registered)
Registration of an Indefinite Amount of Securities
Pursuant to Rule 24f-2 under the Investment Company Act of 1940
Amount of Filing Fee: $500

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

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

<PAGE>

NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT

Registration Statement on Form S-6

Cross-Reference Sheet
<TABLE>
<CAPTION>
Form N-8B-2
Item No. Caption in Prospectus
- ----------- ---------------------
<C> <S>
1 Cover Page
2 Cover Page
3 Inapplicable
4 NELICO's Distribution Agreement
5 NELICO and MetLife
6 The Variable Account
9 Inapplicable
10(a) Other Policy Features
10(b) Policy Values and Benefits
10(c),(d),(e) Death Benefit; Cash Value; Tabular Cash Value; Exchange of
Policy During First 24 Months; Default and Lapse Options;
Surrender, Partial Surrender and Partial Withdrawal; Right to
Return the Policy; Loan Provision; Transfer Option; Premiums
10(f),(g),(h) Voting Rights; Rights Reserved by NELICO
10(i) Limits to NELICO's Right to Challenge the Policy; Payment of
Proceeds; Investment Options
11 The Variable Account
12 Investments of the Variable Account; NELICO's Distribution
Agreement
13 Charges and Expenses; NELICO's Distribution Agreement; Charge
for NELICO's Income Taxes; Appendix A
14 Amount Provided for Investment Under the Policy; NELICO's
Distribution Agreement
15 Premiums
16 Investments of the Variable Account
17 Captions referenced under Items 10(c),(d),(e) and (i) above
18 The Variable Account; Net Investment Experience
19 Reports; NELICO's Distribution Agreement
20 Captions referenced under Items 6 and 10(g) above
21 Loan Provision
22 Inapplicable
23 NELICO's Distribution Agreement
24 Limits to NELICO's Right to Challenge the Policy
25 NELICO and MetLife
26 NELICO's Distribution Agreement
27 NELICO and MetLife
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Form N-8B-2
Item No. Caption in Prospectus
- ----------- ---------------------
<C> <S>
28 Management
29 NELICO and MetLife
30 Inapplicable
31 Inapplicable
32 Inapplicable
33 Inapplicable
34 NELICO's Distribution Agreement
35 NELICO and MetLife
36 Inapplicable
37 Inapplicable
38 NELICO's Distribution Agreement
39 NELICO's Distribution Agreement
40 NELICO's Distribution Agreement
41(a) NELICO's Distribution Agreement
42 Inapplicable
43 Inapplicable
44(a) Investments of the Variable Account; Amount Provided for
Investment Under the Policy; Deductions from Premiums and
Unscheduled Payments; Scheduled Premiums
44(b) Charges and Expenses
44(c) Scheduled Premiums; Deductions from Premiums and Unscheduled
Payments
45 Inapplicable
46 Investments of the Variable Account; Captions referenced under
Items 10(c), (d) and (e) above
47 Inapplicable
48 Inapplicable
49 Inapplicable
50 Inapplicable
51 Cover Page; Death Benefit; Default and Lapse Options; Charges and
Expenses; Additional Benefits by Rider; Exchange of Policy During
First 24 Months; Payment Options; Policy Owner and Beneficiary;
Premiums; NELICO's Distribution Agreement; Acceleration of Death
Benefits Rider; Substitution of Insured Person
52 Rights Reserved by NELICO
53 Tax Considerations
54 Inapplicable
55 Inapplicable
59 Financial Statements
</TABLE>

<PAGE>

NEW ENGLAND LIFE
INSURANCE COMPANY
Variable Ordinary Life Insurance Policies
Issued by
New England Life Insurance Company
501 Boylston Street
Boston, Massachusetts 02116
(617) 578-2000

This prospectus describes individual Variable Ordinary Life Insurance Policies
(the "Policies") offered by New England Life Insurance Company ("NELICO"), a
wholly-owned subsidiary of Metropolitan Life Insurance Company ("MetLife").

Each Policy provides a guaranteed minimum death benefit equal to the Policy's
face amount, as long as required scheduled premiums are paid when due and there
is no "excess policy loan." (See "Loan Provision.") Scheduled premium payments
are generally required until the insured reaches age 100. Under certain
circumstances, however, you may skip a scheduled premium payment. You may also
make additional payments, subject to certain restrictions.

You may choose either a fixed death benefit equal to the Policy's face amount
or a variable death benefit which may vary daily with the net investment
experience of one or more mutual fund portfolios. Under both death benefit
options, the minimum death benefit guarantee will apply. The cash value of the
Policy generally increases with the payment of each premium and varies daily
with the investment experience of the mutual fund portfolios. There is no
guaranteed minimum cash value for investments in the mutual fund portfolios.

You may cancel the Policy during the "right to return the Policy" period. The
first net scheduled premium for the Policy, plus any unscheduled payment made,
will be allocated to the Zenith Money Market Sub-Account until 15 days after
NELICO mails the confirmation for the initial premium. Thereafter, the Policy's
cash value will be invested according to your instructions.

You may allocate scheduled premiums and unscheduled payments to one or more of
the 16 investment sub-accounts of NELICO's Variable Life Separate Account (the
"Variable Account") or to NELICO's Fixed Account, after certain deductions have
been made. Each sub-account of the Variable Account invests in the shares of one
of the Eligible Funds. The Eligible Funds are: the Back Bay Advisors Money
Market Series, the Back Bay Advisors Bond Income Series, the Capital Growth
Series, the Westpeak Stock Index Series, the Back Bay Advisors Managed Series,
the Westpeak Growth and Income Series, the Loomis Sayles Avanti Growth Series,
the Loomis Sayles Small Cap Series, the Alger Equity Growth Series, the Loomis
Sayles Balanced Series, the Davis Venture Value Series, and the Draycott
International Equity Series of the New England Zenith Fund (the "Zenith Fund");
the Equity-Income Portfolio, Overseas Portfolio and High Income Portfolio of the
Variable Insurance Products Fund ("VIP Fund"); and the Asset Manager Portfolio
of the Variable Insurance Products Fund II ("VIP Fund II").

SPECIAL LIMITS APPLY TO TRANSFERS OF CASH VALUE OUT OF THE FIXED ACCOUNT.
-------------------------------------------------------------------------

It may not be advantageous to replace existing insurance with the Policy
described in this prospectus. (See "Charges and Expenses").

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS NOT VALID UNLESS ACCOMPANIED OR PRECEDED BY THE CURRENT
PROSPECTUSES OF THE NEW ENGLAND ZENITH FUND AND OF THE VARIABLE INSURANCE
PRODUCTS FUND AND VARIABLE INSURANCE PRODUCTS FUND II, WHICH ARE ATTACHED AT THE
END OF THIS PROSPECTUS. THESE PROSPECTUSES SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.

THESE SECURITIES ARE OFFERED FOR SALE IN THE COMMONWEALTH OF PUERTO RICO
PURSUANT TO REGISTRATION WITH THE SECURITIES OFFICE OF THE DEPARTMENT OF THE
TREASURY, BUT SUCH REGISTRATION DOES NOT CONSTITUTE A FINDING THAT THIS
PROSPECTUS IS TRUE, COMPLETE, AND NOT MISLEADING, NOR HAS THE SECURITIES OFFICE
OF THE DEPARTMENT OF THE TREASURY PASSED IN ANY WAY UPON THE MERITS OF,
RECOMMENDED, OR GIVEN APPROVAL TO SUCH SECURITIES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

MAY 1, 1997
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4
INTRODUCTION TO THE POLICIES . . . . . . . . . . . . . . . . . . . . . A-6
The Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6
Availability of the Policy . . . . . . . . . . . . . . . . . . . . . A-8
Policy Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
How the Policy Works . . . . . . . . . . . . . . . . . . . . . . . . A-10
Receipt of Communications and Payments at NELICO's Home Office . . . A-11
NELICO and MetLife . . . . . . . . . . . . . . . . . . . . . . . . . A-11
POLICY VALUES AND BENEFITS . . . . . . . . . . . . . . . . . . . . . . A-12
Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-12
Guaranteed Minimum Death Benefit . . . . . . . . . . . . . . . . . . A-13
Adjustments to the Death Proceeds Payable . . . . . . . . . . . . . . A-13
Tabular Cash Value . . . . . . . . . . . . . . . . . . . . . . . . . A-13
Cash Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13
Net Investment Experience . . . . . . . . . . . . . . . . . . . . . . A-14
Allocation of Net Premiums . . . . . . . . . . . . . . . . . . . . . A-14
Amount Provided for Investment under the Policy . . . . . . . . . . . A-14
Right to Return the Policy . . . . . . . . . . . . . . . . . . . . . A-15
CHARGES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . A-15
Deductions from Premiums and Unscheduled Payments . . . . . . . . . . A-15
Surrender Charge . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Deductions from Cash Value . . . . . . . . . . . . . . . . . . . . . A-18
Charges Against the Eligible Funds and the Sub-Accounts of the
Variable Account . . . . . . . . . . . . . . . . . . . . . . . . . . A-20
Group or Sponsored Arrangements . . . . . . . . . . . . . . . . . . . A-20
PREMIUMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-21
Scheduled Premiums . . . . . . . . . . . . . . . . . . . . . . . . . A-21
Unscheduled Payments . . . . . . . . . . . . . . . . . . . . . . . . A-22
Special Premium Option . . . . . . . . . . . . . . . . . . . . . . . A-23
Automatic Premium Loan . . . . . . . . . . . . . . . . . . . . . . . A-23
Default and Lapse Options . . . . . . . . . . . . . . . . . . . . . . A-23
OTHER POLICY FEATURES . . . . . . . . . . . . . . . . . . . . . . . . A-25
Loan Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . A-25
Surrender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-27
Partial Surrender and Partial Withdrawal . . . . . . . . . . . . . . A-27
Reduction in Face Amount . . . . . . . . . . . . . . . . . . . . . . A-28
Acceleration of Death Benefit Rider . . . . . . . . . . . . . . . . . A-29
Investment Options . . . . . . . . . . . . . . . . . . . . . . . . . A-29
Transfer Option . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
Substitution of Insured Person . . . . . . . . . . . . . . . . . . . A-30
Payment of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . A-30
Exchange of Policy During First 24 Months . . . . . . . . . . . . . . A-31
Payment Options . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
Additional Benefits by Rider . . . . . . . . . . . . . . . . . . . . A-32
Policy Owner and Beneficiary . . . . . . . . . . . . . . . . . . . . A-33
THE VARIABLE ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . A-33
Investments of the Variable Account . . . . . . . . . . . . . . . . . A-34
Investment Management . . . . . . . . . . . . . . . . . . . . . . . . A-37
THE FIXED ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . A-39
General Description . . . . . . . . . . . . . . . . . . . . . . . . . A-39

</TABLE>

A-2
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
Values and Benefits . . . . . . . . . . . . . . . . . . . . . . . . . A-40
Policy Transactions . . . . . . . . . . . . . . . . . . . . . . . . . A-40
NELICO'S DISTRIBUTION AGREEMENT . . . . . . . . . . . . . . . . . . . A-41
LIMITS TO NELICO'S RIGHT TO CHALLENGE THE POLICY . . . . . . . . . . . A-42
Misstatement of Age or Sex . . . . . . . . . . . . . . . . . . . . . A-42
Suicide . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-42
TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . A-42
Policy Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . A-42
Charge for NELICO's Income Taxes . . . . . . . . . . . . . . . . . . A-46
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-47
VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-49
RIGHTS RESERVED BY NELICO . . . . . . . . . . . . . . . . . . . . . . A-50
TOLL-FREE NUMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . A-50
REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-50
ADVERTISING PRACTICES . . . . . . . . . . . . . . . . . . . . . . . . A-51
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-51
REGISTRATION STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . A-51
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-51
APPENDIX A: ILLUSTRATIONS OF DEATH BENEFITS, CASH VALUES, NET CASH
VALUES AND ACCUMULATED SCHEDULED PREMIUMS . . . . . . . . . . . . . . A-52
APPENDIX B: INVESTMENT EXPERIENCE INFORMATION . . . . . . . . . . . . A-62
APPENDIX C: LONG TERM MARKET TRENDS . . . . . . . . . . . . . . . . . A-82
APPENDIX D: USES OF LIFE INSURANCE . . . . . . . . . . . . . . . . . . A-84
APPENDIX E: TAX INFORMATION . . . . . . . . . . . . . . . . . . . . . A-86
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . A-88
</TABLE>

A-3
<PAGE>

GLOSSARY

ACCOUNT. A sub-account of the Variable Account or the Fixed Account.

ACTUAL INVESTMENT RETURN. This term appears in the Policy only and is the same
as net investment experience. (See "Net Investment Experience".)

AUTOMATIC PREMIUM LOAN OPTION. If you elect this option, the Policy's loan
value will be used to pay a scheduled premium, if you have not paid the
scheduled premium by the end of the grace period. (See "Scheduled Premiums".)

BASE INVESTMENT RETURN. This term appears in the Policy only, in the context
of Variable Paid-Up Insurance and tabular cash value, and equals net investment
experience at an assumed rate of 4.5% per year. (See "Death Benefit" and
"Default and Lapse Options".)

BASIC SCHEDULED PREMIUM. Scheduled premium minus (i) charges for any
supplementary benefits provided by rider; (ii) any extra premiums paid for a
Policy in a substandard risk classification or for an automatic issue Policy;
and (iii) the portion of the annual Policy administrative charge that is due
with the premium. (See "Deductions from Premiums and Unscheduled Payments".)

CASH VALUE. A Policy's cash value includes the amount of its cash value held
in the Variable Account, the amount held in the Fixed Account and, if there is
an outstanding policy loan, the amount of its cash value held in NELICO's
general account as a result of the loan. (See "Cash Value".)

COST OF INSURANCE CHARGE. This charge for providing insurance protection is
deducted on the Policy Date and on the first day of each policy month. The cost
of insurance for a policy month is equal to the amount at risk multiplied by the
cost of insurance rate for that month. Cost of insurance rates vary monthly.
(See "Deductions from Cash Value".)

DEATH BENEFIT OPTION 1. Death Benefit equals the greater of (i) the face
amount of the Policy and (ii) the Policy's cash value divided by the net single
premium per $1 of death benefit at the insured's attained age. (See "Death
Benefit".)

DEATH BENEFIT OPTION 2. Death Benefit equals the greater of (i) the face
amount of the Policy plus any excess of the Policy's cash value over its
"tabular cash value" and (ii) the Policy's cash value divided by the net single
premium per $1 of death benefit at the insured's attained age. (See "Death
Benefit".)

ELIGIBLE FUNDS. Each sub-account of the Variable Account invests in the shares
of one of the Eligible Funds. The Eligible Funds are: the Back Bay Advisors
Money Market Series, the Back Bay Advisors Bond Income Series, the Capital
Growth Series, the Westpeak Stock Index Series, the Back Bay Advisors Managed
Series, the Westpeak Growth and Income Series, the Loomis Sayles Avanti Growth
Series, the Loomis Sayles Small Cap Series, the Alger Equity Growth Series, the
Loomis Sayles Balanced Series, the Davis Venture Value Series, and the Draycott
International Equity Series of the Zenith Fund; the Equity-Income Portfolio, the
Overseas Portfolio and the High Income Portfolio of the VIP Fund; and the Asset
Manager Portfolio of VIP Fund II.

EXCESS POLICY LOAN. The situation when policy loans plus accrued interest
exceed the Policy's cash value less the applicable Surrender Charge. (See "Loan
Provision".)

FIXED ACCOUNT. The Fixed Account is a part of NELICO's general account to
which net premiums and net unscheduled payments may be allocated and which
provides guarantees of principal and interest. (See "Fixed Account".)

A-4
<PAGE>

GUARANTEED MINIMUM DEATH BENEFIT. The death benefit is guaranteed not to be
less than the Policy's face amount, regardless of the investment experience of
the Policy's sub-accounts, as long as scheduled premiums have been paid when due
or are not required to be paid, pursuant to the Special Premium Option. (See
"Guaranteed Minimum Death Benefit".)

INVESTMENT START DATE. This is the latest of the date NELICO receives a
premium payment for the Policy, the date Part II of the Policy application is
signed and the Policy Date and is the date when an amount is first provided for
investment under the Policy. (See "Amount Provided for Investment under the
Policy".)

MORTALITY AND EXPENSE RISK CHARGE. This charge is made daily from the value of
each sub-account's assets that come from the Policies. Currently the charge is
at an annual rate of .60% of the sub-accounts' assets, and is guaranteed not to
exceed .90% of the sub-accounts' assets. The mortality risk NELICO assumes is
that insureds may live for shorter periods of time than estimated. The expense
risk NELICO assumes is that the costs of issuing and administering Policies may
be more than estimated. (See "Charges Against the Eligible Funds and the
Sub-Accounts of the Variable Account".)

NET CASH VALUE. The amount you may obtain upon surrender of the Policy and
which is equal to the Policy's cash value reduced by any outstanding policy loan
and accrued interest; reduced by any applicable Surrender Charge; and increased
by the portion of any cost of insurance charge deducted for the period beyond
the date of surrender. (See "Cash Value".)

NET INVESTMENT EXPERIENCE. For any period, a sub-account's net investment
experience equals the investment experience of the underlying Eligible Funds
shares for the same period, reduced by the amount of charges against the
sub-account for that period. (See "Net Investment Experience".)

NET SCHEDULED PREMIUM. The amount allocated to the Variable Account and/or the
Fixed Account and which is equal to the basic scheduled premium less the sales
charge, state premium tax charge and federal premium tax charge. (See
"Deductions from Premiums and Unscheduled Payments".)

NET UNSCHEDULED PAYMENT. The amount allocated to the Variable Account and/or
the Fixed Account and which is equal to the unscheduled payment less the sales
charge, state premium tax charge and federal premium tax charge. (See
"Deductions From Premiums and Unscheduled Payments".)

POLICY DATE. If you make a premium payment with the application, the Policy
Date is the later of the date Part II of the application has been signed and
receipt of the premium payment. If you choose to pay the initial premium upon
delivery of the Policy, the Policy will be issued with a Policy Date which is
generally five days after issue. (See "Amount Provided for Investment under the
Policy".)

PREMIUM DUE DATE. The date on which a scheduled premium is payable. Net
scheduled premiums, after the first, are allocated to a Policy's sub-accounts on
the premium due dates. (See "Premiums".)

SPECIAL PREMIUM OPTION. If you elect this option, you may not be required to
pay a scheduled premium or premiums under certain circumstances. (See "Special
Premium Option".)

TABULAR CASH VALUE. The tabular cash value is the value which the Policy would
have if: (i) all scheduled premiums were paid when due; (ii) no unscheduled
payments and no loans or other withdrawals of cash value were made; (iii) the
Policy's sub-accounts earned a 4.5% annual net rate of return; and (iv) maximum
Policy charges were deducted from the cash value. (See "Tabular Cash Value".)

YOU. When used in this prospectus, "you" refers to the Policy Owner.

A-5
<PAGE>

INTRODUCTION TO THE POLICIES

This prospectus describes Policies under which net scheduled premiums and net
unscheduled payments are allocated to the Variable Account. If the Fixed Account
is available in your state, you may choose to allocate or transfer all or part
of your funds to that account. NELICO provides guarantees of principal and
interest with respect to the Fixed Account which is part of NELICO's general
account. Amounts in the Fixed Account are backed by NELICO's general account,
rather than the Variable Account. For a description of the Fixed Account, see
"The Fixed Account" which appears later in this prospectus.

THE POLICIES

The individual Variable Ordinary Life Insurance Policies offered by this
prospectus are designed to provide lifetime insurance coverage. They are not
offered primarily as an investment.

The following is a brief listing of the basic features of the Policy. These
and other features of the Policy are explained in detail throughout the
prospectus. You should be sure to read the prospectus for more complete
information.

-- The Policy requires payment of scheduled premiums. (See "Scheduled
Premiums".)

-- You may choose to make additional, unscheduled payments under the Policy.
NELICO can limit or prohibit unscheduled payments in certain situations,
including cases where the insured is in a substandard risk class. (See
"Unscheduled Payments".)

-- Net scheduled premiums and net unscheduled payments are invested according
to your instructions in one or more of the sub-accounts of the Variable
Account corresponding to mutual fund portfolios, or the Fixed Account,
after an initial period in the Zenith Money Market Sub-Account. (See
"Allocation of Net Premiums" and "Investment Options".)

-- The mutual fund portfolios available to you under the Policy include
several common stock funds, including funds which invest primarily in
foreign securities, two bond funds, two managed funds, a balanced fund, and
a money market fund. You may allocate your Policy's cash value to a maximum
of ten accounts (including the Fixed Account) at any one time. (See
"Investments of the Variable Account".)

-- If the Fixed Account is available in your state, you may also allocate
funds to that account. NELICO provides guarantees of Fixed Account
principal and interest. SPECIAL LIMITS APPLY TO TRANSFERS OF CASH VALUE
FROM THE FIXED ACCOUNT. NELICO also reserves the right to restrict
transfers of cash value and allocations of premiums into the Fixed Account.
(See "The Fixed Account".)

-- The cash value of the Policy will vary daily based on, among other things,
the net investment experience of the sub-accounts to which amounts have
been allocated and the amount of interest credited to any of the Policy's
cash value in the Fixed Account. (See "Cash Value", "Charges and Expenses",
"Premiums", "Loan Provision", and "Partial Surrender and Partial
Withdrawal".)

-- The portion of the cash value which you invest in the sub-accounts is not
guaranteed. You bear the investment risk on this portion of the cash value.
(See "Cash Value".)

-- You may choose between two forms of death benefit options under the Policy.
One option provides a death benefit equal to the Policy's face amount. The
other option provides a death benefit which varies with the net investment
experience of the sub-accounts to which amounts have been allocated and the
rate of interest credited on any cash value in the Fixed Account. Under
both options the death benefit could be increased to satisfy tax law
requirements if the cash value reaches certain levels. (See "Death
Benefit".)

-- Regardless of investment experience, each form of death benefit is
guaranteed never to be less than the Policy's face amount, as long as the
required scheduled premiums are paid when due. (See "Death Benefit".)

A-6
<PAGE>

-- If you elect the "Special Premium Option", you can under certain
circumstances miss a scheduled premium payment without causing the Policy
to lapse. In that case, the Policy will keep its minimum death benefit
guarantee. (See "Special Premium Option".)

-- You may change your allocation of future net scheduled premiums and net
unscheduled payments at any time. (See "Allocation of Net Premiums" and
"Investment Options".)

-- After the "right to return the Policy" period, you may transfer portions of
the Policy's cash value among the sub-accounts and, generally, to the Fixed
Account up to four times per policy year without NELICO's consent. NELICO
currently allows 12 transfers per policy year. Transfers and allocations
involving the Fixed Account are subject to certain limits. (See "Transfer
Option" and "The Fixed Account--Policy Transactions".)

-- A loan privilege is available under the Policy. Partial withdrawal and
partial surrender features are also available. (See "Loan Provision" and
"Partial Surrender and Partial Withdrawal".)

-- Death benefits paid to the beneficiary under the Policy are not subject to
Federal income tax. Under current law, undistributed increases in cash
value generally are not taxable to you. (See "Tax Considerations".)

-- Loans, assignments and other pre-death distributions under the Policy may
have tax consequences depending primarily on the amount which you have paid
into the Policy but also on any "material change" in the terms or benefits
of the Policy. If premium payments or a material change in the terms or
benefits of the Policy cause it to become a "modified endowment contract",
then pre-death distributions will be includible in income on an income
first basis, and a 10% penalty tax may be imposed on income distributed
before the Policy Owner attains age 59 1/2. Tax considerations may
therefore influence the amount and timing of premiums and unscheduled
payments and certain Policy transactions which you choose to make. (See
"Tax Considerations".)

-- If the Policy is not a modified endowment contract, NELICO believes that
loans under the Policy will not be taxable to you as long as the Policy has
not lapsed, been surrendered or terminated. With certain exceptions, other
pre-death distributions under a Policy that is not a modified endowment
contract are includible in income only to the extent they exceed the
investment in the Policy. (See "Tax Considerations".)

-- You have an opportunity during the "right to return the Policy" period to
return the Policy for a refund. (See "Right to Return the Policy".)

-- Within 24 months after a Policy's date of issue, you may exchange the
Policy, without evidence of insurability, for a fixed-benefit policy issued
by NELICO on the life of the insured. If you exercise this option, you will
have to make up any investment loss. (See "Exchange of Policy During First
24 Months".)

In many respects the Policies are similar to traditional fixed-benefit whole
life insurance. Like whole life insurance, the Policies provide for a guaranteed
minimum death benefit, scheduled premiums, a cash value, and loan privileges.

The Policies are different from traditional, fixed-benefit whole life
insurance in that the death benefit may, and the cash value will, vary to
reflect the investment experience of the selected sub-accounts of the Variable
Account. In addition, you can elect an option under the Policy which will allow
you, under certain circumstances, to skip a particular scheduled premium or
premiums and still keep the Policy in force on a premium paying basis.

The variable life insurance policies offered by NELICO are designed to provide
insurance protection. Although the underlying mutual fund portfolios invest in
securities similar to those in which mutual funds available directly to the
public invest, in many ways the Policies differ from mutual fund investments.
The main differences are:

-- The Policy provides a death benefit based on NELICO's assumption of an
actuarially calculated risk.

A-7
<PAGE>

-- If scheduled premiums are not paid according to the requirements of the
Policy, the Policy may lapse. If the Policy lapses when Policy loans are
outstanding, adverse tax consequences may result.

-- In addition to sales charges, insurance-related charges not associated with
mutual fund investments are deducted from the premiums and values of the
Policy. These charges include various insurance, risk, administrative and
premium tax charges. (See "Charges and Expenses".)

-- The Variable Account, not the Policy Owner, owns the mutual fund shares.

-- Federal income tax liability on any earnings is deferred until you receive
a distribution from the Policy. Transfers from one underlying fund
portfolio to another are accomplished without tax liability under current
law.

-- Dividends and capital gains are automatically reinvested.

For a discussion of some of the uses of the Policies, see "Appendix D: Uses of
Life Insurance".

AVAILABILITY OF THE POLICY

Underwritten Policies may be issued to insureds from the age of 15 to 80 if
issued in a business situation, or to a pension plan qualified under Section 401
of the Internal Revenue Code (a "tax-qualified pension plan"), and otherwise to
insureds from the age of zero to 80. (A "business situation" is where two or
more Policies, on more than one life, are totally or partially funded, directly
or indirectly, by an employer.) Automatic issue Policies are available in
certain situations to insureds from the age of 15 to 70. In all cases, the
availability of issue ages below one and from 76 to 80 is subject to NELICO's
consent. All persons must meet NELICO's underwriting and other requirements for
issuance. Generally, the minimum Policy face amount available is $5,000 for
tax-qualified pension plans and $25,000 in all other situations, unless NELICO
consents to a lower amount.

POLICY CHARGES

PREMIUM-BASED CHARGES. NELICO DEDUCTS THE FOLLOWING CHARGES:

-- From scheduled premiums

(i) an annual administrative charge ($55 for annual premium Policies, up to a
total of $57.75, or $14.4375 per quarter and $4.8125 per month, for
Policies that are billed on a quarterly or monthly basis or that use
NELICO's Master Service Account arrangement), plus any extra premiums for
riders, substandard risk or automatic issue class;

(ii) a sales charge of 5.5%. NELICO currently intends to waive this charge on
scheduled premiums paid after the first 15 policy years under Policies with
a face amount of at least $250,000 and smaller Policies sold in certain
business situations or to certain tax-qualified pension plans;

(iii) a state premium tax charge of 2.5%;

(iv) a charge for federal taxes of 1%.

-- From unscheduled payments

(i) a sales charge of 5.5% in all policy years;

(ii) a state premium tax charge of 2.5%;

(iii) a charge for federal taxes of 1%.

SURRENDER CHARGE. During the first 11 policy years, a Surrender Charge will
apply if the Policy is totally or partially surrendered or lapses or the face
amount is reduced. The Surrender Charge is a percentage of annualized basic
scheduled premiums. The maximum dollar amount of the charge applies in policy
years two through four and

A-8
<PAGE>

is the equivalent of 55% of two annualized basic scheduled premiums. If the
applicable Surrender Charge amount exceeds the available cash value, there will
be no proceeds paid to you on surrender or lapse.

The Surrender Charge is deducted from the Policy's available cash value,
regardless of whether that cash value is derived from scheduled premiums,
unscheduled payments, or investment experience.

CHARGES DEDUCTED FROM CASH VALUE. NELICO deducts certain charges from the cash
value:

-- Monthly charge for the cost of insurance;

-- Monthly administrative charge, currently equal to $0.10 per $1,000 of face
amount (guaranteed not to exceed $0.12 per $1,000 of face amount). For
Policies with a face amount of at least $250,000 and smaller Policies sold
in certain business situations or to certain tax-qualified pension plans
the monthly administrative charge currently equals $0.06 per $1,000 of face
amount rather than $0.10. On a current basis, NELICO intends not to charge
more than $120 per month for the monthly administrative charge;

-- Monthly minimum death benefit guarantee charge of $0.01 per $1,000 of face
amount;

In addition, if you use the Special Premium Option to skip a scheduled premium
payment, NELICO will deduct from your cash value 91% of the portion of the
annual $55 administrative charge, and of any rider, substandard risk or
automatic issue premium, that was due with the skipped premium.

CHARGES DEDUCTED FROM THE VARIABLE ACCOUNT AND THE ZENITH FUND. The following
charges are deducted from the Variable Account and Eligible Fund assets:

-- Daily charge against the sub-account assets for NELICO's mortality and
expense risk, currently equal to an annual rate of .60% (guaranteed not to
exceed .90%);

-- Daily charges against the Eligible Fund portfolios for investment advisory
services and fund operating expenses.

See "Charges and Expenses".

A-9
<PAGE>

HOW THE POLICY WORKS

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

Premium Payments

. Guaranteed not to increase

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

Charges from Premium

. Any rider premiums

. Annual Admin Charge-$55

. Substandard Risk Premium

. Automatic Issue Premium

. Sales Load (5.5%*) Company intends to waive after 15 policy yrs under

Policies with a face amount of at least $250,000 and smaller Policies sold

in certain business situations or to certain tax-qualified pension plans

. State Premium Tax Charge (2.5%*). Charge for Federal Taxes (1%*)

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

Unscheduled Payments

. Sales Load (5.5%)

. State Premium Tax Charge (2.5%)

. Charge for Federal Taxes (1%)

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

Special Premium Option

. If used, charges for Annual Admin. Charge and any riders or substandard

risk or automatic issue premium are deducted from cash value

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

Loans

. After the free look period, you may borrow up to 90% of the adjusted cash

value (100% in Alabama)

. The loan interest charge is 6%. Loaned funds are transferred out of the

Eligible Funds into the General Account where they are credited with not

less than 4.5% interest

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

Retirement Benefits

. Fixed settlement options are available for policy proceeds

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

Cash Values

. Net scheduled premiums or net unscheduled payments invested in your choice

of Eligible Fund investments or the Fixed Account after an initial period

in the Zenith Money Market Sub-Account

. The cash value reflects investment experience, interest, payments and policy

charges

. The cash value invested in mutual funds is not guaranteed

. Any earnings are accumulated free of any current income taxes

. You may change the allocation of future net premiums at any time

. You may currently transfer funds among investment options up to 12 times per

policy year, after the free look period. Your cash value may be allocated

among a maximum of ten accounts at any one time

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

Death Benefit

. Level or Variable Death Benefit Options

. Guaranteed not to be less than initial face amount net of any loan balance

. Income tax free to named beneficiary

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

Daily Deductions from Assets

. Mortality and expense risk charges of 0.60% (guaranteed not to exceed .90%)

on an annual basis are deducted from the cash value daily

. Investment advisory fees and other expenses are deducted from the Eligible

Fund values daily

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

Beginning of Month Charges

. The cost of insurance protection is deducted from the cash value each month

. Minimum Death Benefit Guarantee Charge of $.01 per $1000 face amount monthly

. Admin. Charge $.10 (guaranteed not to exceed $.12) per $1000 face amount

monthly. For Policies with a face amount of at least $250,000 and smaller

Policies sold in certain business situations or to certain tax-qualified

pension plans charge is currently $.06 per $1000

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

Surrender Charges

. Consists of Deferred Sales Charge and Deferred Administrative Charge (see

page A-19)

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

Living Benefits

. If policyholder has elected and qualified for disability waiver of premium

rider and becomes totally disabled, company will waive premiums during the

period of disability. Unscheduled payments are not covered by the waiver of

premium rider

. Policy may be surrendered at any time for its cash surrender value

. Deferred income taxes, including taxes on amounts borrowed, become payable

upon surrender

. Grace period for scheduled premiums is 31 days from due date. Nonforfeiture

options are fixed extended term insurance and fixed or variable paid-up

insurance

. Subject to company rules, a lapsed policy may be reinstated within seven

years of date of lapse if it has not been surrendered

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

* Percent of Premium after deducting Annual Admin. Charge, Rider Premiums

and Substandard Risk and Automatic Issue Premiums

A-10
<PAGE>

RECEIPT OF COMMUNICATIONS AND PAYMENTS AT NELICO'S HOME OFFICE

NELICO will treat your request for a Policy transaction, or your submission of
a payment, as received at the Home Office if it is received there before the
close of regular trading on the New York Stock Exchange on that day. If it is
received after that time, or if the New York Stock Exchange is not open that
day, then it will be treated as received on the next day when the New York Stock
Exchange is open.

NELICO AND METLIFE

NELICO was organized as a stock life insurance company in Delaware in 1980 and
is licensed to sell life insurance in all states, the District of Columbia and
Puerto Rico. Before August 30, 1996, NELICO was a wholly-owned subsidiary of New
England Mutual Life Insurance Company ("The New England"). Effective August 30,
1996, The New England merged into Metropolitan Life Insurance Company
("MetLife"), a mutual life insurance company whose principal office is One
Madison Avenue, New York, NY 10010. With the merger, The New England's separate
corporate existence ended, and MetLife became the parent of NELICO. In
connection with the merger, NELICO changed its name from "New England Variable
Life Insurance Company" to "New England Life Insurance Company", and changed its
domicile from the State of Delaware to the Commonwealth of Massachusetts.
NELICO's Home Office is now at 501 Boylston Street, Boston, Massachusetts 02116.
NELICO's mailing address is: P.O. Box 9116, Boston, Massachusetts 02117.

NELICO may reinsure a portion of a Policy's death benefit with MetLife.

A-11
<PAGE>

The following chart illustrates the relationship of NELICO, the Fixed Account,
the Variable Account and the Eligible Funds.

---------------------------------------------------------------------
NELICO
---------------------------------------------------------------------
(Insurance company subsidiary of MetLife)

Charges are deducted.

Net premiums and net unscheduled payments are allocated to the
Policy Owner's choice of sub-accounts in the Variable Account to
the Fixed Account.

--------------------------------------------------------------------------------------------------
Premiums VARIABLE ACCOUNT
and --------------------------------------------------------------------------------------------------
Unscheduled <S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Payments Zenith Zenith Zenith Zenith Zenith Zenith Zenith Zenith Zenith Zenith
Fixed Capital Bond Money Man- Stock Growth Avanti Small Bal- Equity
Account Growth Income Market aged Index and Growth Cap anced Growth
Sub- Sub- Sub- Sub- Sub- Income Sub- Sub- Sub- Sub-
Account Account Account Account Account Sub- Account Account Account Account
Account
--------------------------------------------------------------------------------------------------
<CAPTION>
--------------------------------------------------------------------------------------------------
VARIABLE ACCOUNT
--------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
Zenith Zenith Equity- Over- High Asset
Venture Inter- Income seas Income Man-
Value national Sub- Sub- Sub- ager
Sub- Equity Account Account Account Sub-
Account Sub- Account
Account
--------------------------------------------------------------------------------------------------
</TABLE>

Sub-accounts buy
shares of the
Eligible Funds.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
NEW ENGLAND ZENITH FUND
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Capital Back Bay Back Bay Back Bay Westpeak Westpeak Loomis Loomis Loomis Alger Davis Draycott
Growth Advisors Advisors Advisors Stock Growth Sayles Sayles Sayles Equity Venture Inter-
Series Bond Money Managed Index and Avanti Small Bal- Growth Value national
Income Market Series Series Income Growth Cap anced Series Series Equity
Series Series Series Series Series Series Series
--------------------------------------------------------------------------------------------------------------------------
<CAPTION>
----------------------------------
VIP
FUND
VIP FUND II
----------------------------------
<C> <C> <C> <C>
Equity Over- High Asset
Income seas Income Man-
Port- Port- Port- ager
folio folio folio Port-
folio
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

Eligible Funds buy portfolio investments to support values and
benefits of the Policies.

POLICY VALUES AND BENEFITS

DEATH BENEFIT

DEATH BENEFIT OPTIONS. When you apply for a Policy, you may choose between two
death benefit options. The death benefit option under a Policy may not be
changed.

The Option 1 death benefit provides a death benefit equal to the face amount
of the Policy. Except as described below, the Option 1 death benefit is fixed.

The Option 2 death benefit provides a death benefit equal to the face amount
of the Policy plus the amount, if any, by which the Policy's cash value exceeds
its "tabular cash value". The Policy's tabular cash value is a hypothetical
value and is described in detail under "Tabular Cash Value" below.

Generally, the Option 2 death benefit may exceed the face amount if the
Policy's sub-accounts (and the cash value in the Fixed Account) have earned
greater than a 4.5% net return, if you have paid more than the scheduled
premiums, or if less than the maximum charges were deducted.

A-12

<PAGE>

In order to meet the Internal Revenue Code's definition of life insurance, the
Policies provide that the death benefit will not be less than the Policy's cash
value divided by the net single premium per dollar of death benefit at the
insured's attained age. This means that under both death benefit options, if the
cash value grows to certain levels the death benefit will be increased to
satisfy the tax law requirements. At that point, any payment you make into the
Policy will increase the death benefit by more than it increases the cash value.

GUARANTEED MINIMUM DEATH BENEFIT

Under both death benefit options, the death benefit is guaranteed not to be
less than the Policy's face amount regardless of the investment experience of
the Policy's sub-accounts, as long as scheduled premiums have been paid when due
or, under the Special Premium Option, are not required to be paid. (See
"Scheduled Premiums" and "Special Premium Option".) The death benefit will be
adjusted as described below before the proceeds are paid. However, if an "excess
policy loan" exists, the Policy may terminate even if all scheduled premiums
have been paid. (See "Loan Provision" for a definition of "excess policy loan".)

ADJUSTMENTS TO THE DEATH PROCEEDS PAYABLE

The death proceeds actually paid to the beneficiary are equal to the death
benefit reduced by any outstanding loan and accrued loan interest and by the
portion of any unpaid scheduled premium for the period prior to the date of
death. The death proceeds will be increased by any rider benefits payable and by
the portion of any scheduled premium paid for a period beyond the date of death.

The death proceeds may also be adjusted if the insured's age or sex was
misstated in the application, if death results from the insured's suicide within
two years (or less if provided by state law) from the Policy's date of issue, or
if limits on the death benefit are imposed by rider. (See "Limits to NELICO's
Right to Challenge the Policy".)

TABULAR CASH VALUE

The Policy's tabular cash value is a hypothetical value that is used to
determine the Option 2 death benefit, whether a scheduled premium payment can be
skipped under the Special Premium Option, and how much cash value is available
to be withdrawn from the Policy. (See "Death Benefit", "Special Premium Option"
and "Partial Surrender and Partial Withdrawal".)

The tabular cash value is the value the Policy would have if the cash value in
the Policy's sub-accounts (and cash value in the Fixed Account) earned a 4.5%
net return, all scheduled premiums were paid, no unscheduled payments and no
loans or other withdrawals of cash value were made, and maximum Policy charges
were deducted.

Your premium payment schedule will affect the amount of the tabular cash
value. The tabular cash value on any day will be calculated as if the current
payment schedule had always been in effect.

CASH VALUE

Your Policy's cash value includes its cash value in the Variable Account, in
the Fixed Account and, if you have an outstanding policy loan, in NELICO's
general account as a result of the loan. The cash value reflects scheduled
premiums and unscheduled payments, the net investment experience of the Policy's
sub-accounts, interest credited on its cash value in the Fixed Account and on
amounts held in the general account as a result of a loan, amounts deducted for
Policy charges (including amounts deducted when you use the Special Premium
Option to skip a scheduled premium), and amounts withdrawn or surrendered.

Your Policy's net cash value is the amount you will receive if you surrender
the Policy. The net cash value is the cash value reduced by any outstanding
policy loan (and accrued interest) and by any applicable surrender charge. The
net cash value is increased by the portion of any cost of insurance charge
deducted that applies to the period

A-13
<PAGE>

beyond the date of surrender. (See "Loan Provision", "Surrender Charge" and
"Monthly Charges for the Cost of Insurance".)

The Policy's net cash value in the Variable Account may increase or decrease
daily depending on the net investment experience of the Policy's sub-accounts.
Unfavorable investment experience can reduce the net cash value to zero. Because
there is no guaranteed minimum cash value in the Variable Account, you bear the
entire investment risk with respect to the cash value. The premium payment
schedule you choose will also affect the Policy's net cash value.

NET INVESTMENT EXPERIENCE

The net investment experience of the Policy's sub-accounts will affect the
Policy's cash value and, in some circumstances, the death benefit. The net
investment experience of the sub-accounts is determined as of the close of
regular trading on the New York Stock Exchange on each day when the Exchange is
open for trading.

A sub-account's net investment experience for any period reflects the
investment experience of the underlying Eligible Fund shares for the same
period, reduced by the charges against the sub-account for that period.
(Currently the sub-accounts are charged only for NELICO's mortality and expense
risk, but in the future NELICO may impose a charge against the sub-accounts for
taxes if appropriate. See "Charges Against the Eligible Funds and the
Sub-Accounts of the Variable Account" and "Charge for NELICO's Income Taxes".)

The investment experience of the Eligible Fund shares for any period is the
increase or decrease in their net asset value for the period, increased by the
amount of any dividends or capital gains distributions on the shares during the
period. Dividends and capital gains distributions on Eligible Fund shares are
reinvested in additional shares of the Fund and affect subsequent investment
experience.

ALLOCATION OF NET PREMIUMS

As of the "investment start date", the net scheduled premium (and any net
unscheduled payment) will be allocated to the Zenith Money Market Sub-Account
until 15 days after NELICO mails the confirmation for the initial premium. (See
"Right to Return the Policy". For the definition of the "investment start date",
see "Amount Provided for Investment under a Policy".) Thereafter, the cash value
(which will reflect at least one Monthly Deduction and one cost of insurance
deduction) will be allocated to the sub-accounts and/or the Fixed Account
according to your instructions. Therefore, your selection of accounts will not
take effect until after the initial period, described above, when the cash value
is allocated to the Zenith Money Market Sub-Account.

AMOUNT PROVIDED FOR INVESTMENT UNDER THE POLICY

INITIAL AMOUNT. An amount is first provided for investment under the Policy as
of the investment start date. That is the latest of: the date when NELICO first
receives a premium payment for the Policy, the date Part II of the Policy
application is signed and the Policy Date. (For this purpose, receipt of the
premium payment means receipt by a NELICO agent or, if a broker-dealer other
than New England Securities is involved, by a NELICO agency.)

If you make a premium payment with the application, the Policy Date will be
the later of the date Part II of the application is signed and receipt of the
premium payment. In that case the Policy Date and investment start date are the
same. The amount of premium paid with the application must be at least 10% of
the annual scheduled premium for the Policy or one monthly scheduled premium.
Only one premium payment may be made before the Policy is issued. The amount
provided for investment on the investment start date is generally equal to the
first net scheduled premium plus any net unscheduled payment made as part of the
premium payment.

If you make a premium payment with the application, the insured will be
covered under a temporary insurance agreement for a limited period that is
described in the temporary insurance agreement form. Coverage under the
temporary insurance agreement will begin on the later of the date when NELICO
receives the premium for the Policy

A-14
<PAGE>

and the date when Part II of the application is signed. The maximum amount of
coverage provided is the lesser of the amount of insurance applied for and
$500,000 for standard risks ($250,000 for substandard risks and $50,000 for
persons who are determined to be uninsurable).

If a Policy is issued, monthly Policy charges, including cost of insurance
charges, will begin as of the Policy Date, even if the Policy's issuance was
delayed due to underwriting requirements, and will be in amounts based on the
face amount of the Policy issued, even if the temporary insurance coverage
received during the underwriting period was for a lesser amount. If NELICO
declines an application, it will refund the premium payment made and any
unscheduled payment made plus interest on the unscheduled payment at the rate
currently in use by NELICO. Generally, no premium payment may be submitted with
an application for a Policy to be used in connection with a tax-qualified
pension plan.

If you choose to pay the initial premium upon delivery of the Policy, the
Policy will have a Policy Date which is generally five days after issue. The
investment start date will be the later of the Policy Date and the date the
premium is received. Monthly Policy charges will begin on the Policy Date.
Interest at a 4.5% net rate will be credited to the Policy for the period, if
any, between the Policy Date and the investment start date. Insurance coverage
will begin upon receipt of the premium.

Under limited circumstances, NELICO may backdate a Policy, upon request, by
assigning a Policy Date earlier than the date the application is signed.
Backdating may be desirable, for example, so that you can purchase a particular
Policy face amount for a lower premium, based on a younger insurance age.
However, backdating in some cases may cause the insured to be treated as a
juvenile which could result in higher cost of insurance rates under the Policy
than if the insured had been assigned to a nonsmoker class. For a backdated
Policy, you must also pay the scheduled premiums payable for the period between
the Policy Date and the investment start date. As of the investment start date,
NELICO will allocate to the Policy those net scheduled premiums, adjusted for
monthly Policy charges and interest at a 4.5% net rate for the period between
the Policy Date and the investment start date.

SUBSEQUENT AMOUNTS. Although your Policy's cash value reflects only the
scheduled premiums you have actually paid, on each premium due date NELICO
transfers to your Policy's sub-accounts the amount of the net scheduled premium
due, even if it has not yet been paid. Therefore, the amount provided for
investment on the premium due date includes the Policy's cash value on that
date, calculated as if premiums were paid to but not including that date, plus
the net scheduled premium due on that date. If you use the Special Premium
Option to skip a scheduled premium or if you do not pay a required scheduled
premium and the Policy lapses, NELICO will withdraw the unpaid net scheduled
premium from the Variable Account, adjusted for the net investment experience of
the sub-accounts since the due date. (If you do not pay a required scheduled
premium, the Policy may lapse. See "Default and Lapse Options".)

The amount provided for investment in the Policy is adjusted as of each day
the New York Stock Exchange is open to reflect the net investment experience of
the sub-accounts for that day.

RIGHT TO RETURN THE POLICY

You may cancel the Policy within 10 days (or more where required by applicable
state insurance law) after you receive the Policy. The Policy may be returned to
NELICO or its agent. Insurance coverage ends as soon as the Policy is returned
(as determined by its postmark, if the Policy is mailed). If you choose to
cancel the Policy, NELICO will refund any scheduled premium paid (or any other
amount that is required by state insurance law and permitted by the Securities
and Exchange Commission) and any unscheduled payments made, with interest on the
unscheduled payments at the rate currently in use by NELICO.

CHARGES AND EXPENSES

DEDUCTIONS FROM PREMIUMS AND UNSCHEDULED PAYMENTS

NELICO deducts certain charges from your scheduled premiums and unscheduled
payments before allocating the net scheduled premiums and net unscheduled
payments to the Variable Account and Fixed Account.

A-15
<PAGE>

NELICO deducts the following amounts from scheduled premiums to arrive at the
Policy's BASIC scheduled premium:

(i) charges for any rider benefits under your Policy;

(ii) extra premiums due if your Policy is in a substandard risk or automatic
issue class;

(iii) the portion of the annual Policy administrative charge that is due with
that scheduled premium payment.

The total charge is $55 per year for Policies that pay premiums once a year
and increases as the premium payment frequency increases. The amount of the
charge for other premium frequencies is as follows:

<TABLE>
<CAPTION>
AMOUNT AMOUNT
PAYMENT FREQUENCY PER PAYMENT PER YEAR
- ----------------- ------------ ----------
<S> <C> <C>
Semi-annual . . . . . . . . . . . . . $28.325 $56.65
Quarterly . . . . . . . . . . . . . . $14.4375 $57.75
Master Service Account . . . . . . . . $ 4.8125 $57.75
Monthly . . . . . . . . . . . . . . . $ 4.8125 $57.75
</TABLE>

If an automatic issue Policy and an underwritten Policy are both issued on the
same insured (because the total coverage exceeds NELICO's automatic issue
limits), NELICO will waive the annual Policy administrative charge on the
automatic issue Policy.

The charges described above are not deducted from unscheduled payments.

All of the administrative charges under the Policies cover the cost of
administering the Policies, as well as distribution, legal, actuarial, systems,
mailing and other overhead costs connected with NELICO's variable life insurance
operations.

SALES CHARGE. NELICO deducts a sales charge from each scheduled premium and
unscheduled payment. The charge is 5.5% of each BASIC scheduled premium and 5.5%
of each unscheduled payment. NELICO currently intends to waive this charge on
basic scheduled premiums after the 15th policy year (1) for all Policies with a
face amount of at least $250,000 and (2) for Policies issued in a business
situation or to a tax-qualified pension plan if either the average face amount
for the group is at least $250,000 (where fewer than 25 persons are covered) or
the average face amount is at least $150,000 (where 25 or more persons are
covered). However, NELICO retains the right not to waive the charge, or to
reimpose it once it has been waived. The sales charge will apply to unscheduled
payments made in all policy years.

During the first 11 policy years, if you surrender or lapse the Policy, take a
partial surrender or reduce the face amount, a Surrender Charge will also apply.
(See "Surrender Charge" below.)

The sales charges under a Policy in a given policy year are not necessarily
related to NELICO's actual sales expenses for that year.

Sales charges for Policies sold in certain group or sponsored arrangements may
be reduced. NELICO may reduce or eliminate the sales charge, when you purchase a
Policy, on cash value transferred, as an unscheduled payment in the first year,
from certain fixed-benefit life insurance policies that were issued by The New
England, NELICO or NELICO's affiliates that meet certain premium, cash value
and/or face amount minimums, as currently published by NELICO. NELICO's normal
issuance criteria, including reinsurance and other limitations, as well as
certain other eligibility requirements, will also apply in these situations.
NELICO may waive underwriting requirements in these situations. NELICO may also
reduce the Surrender Charge on such Policies. Your NELICO agent can advise you
regarding the availability of this feature.

STATE PREMIUM TAX CHARGE. NELICO deducts 2.5% from each BASIC scheduled
premium and each unscheduled payment to cover state premium taxes and
administrative expenses. These taxes vary from state to state and the 2.5% rate
reflects an average. Administrative expenses covered by this charge include
those related to premium tax and certain other state filings.

A-16
<PAGE>

FEDERAL PREMIUM TAX CHARGE. NELICO deducts 1% from each BASIC scheduled
premium and each unscheduled payment to recover a portion of its federal income
tax liability that is determined solely by the amount of life insurance premiums
it receives.

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

EXAMPLE: The following chart shows the net amount that would be allocated to
the Variable Account under a Policy with no riders and which is not a
substandard or automatic issue Policy. The example assumes an annual scheduled
premium payment of $2,000 and unscheduled payment of $2,000.

<TABLE>
<CAPTION>
SCHEDULED NET SCHEDULED
PREMIUM PREMIUM
------------- -------------
<S> <C> <C>
$2,000 $ 2,000
- 55 (administrative charge)
---------
$ 1,945 (BASIC scheduled premium)
$ 1,945
-175.05 (9% X 1,945 = total sales and premium
--------- tax charges)
$1,769.95
---------
</TABLE>

NELICO may waive the 5.5% sales charge on scheduled premiums paid after the
15th policy year under Policies with a face amount of at least $250,000 and
smaller Policies sold in certain business situations or to certain tax-qualified
pension plans. In that case, the net scheduled premium in this example would be
$1,945 - 68.08 (3.5% X 1,945), or $1,876.92.

<TABLE>
<CAPTION>
NET
UNSCHEDULED UNSCHEDULED
PAYMENT PAYMENT
-------------- -----------
<S> <C> <C>
$2,000 $2,000
-180 (9% X 2,000 = total sales and premium
------ tax charges)
$1,820
------
</TABLE>

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

SURRENDER CHARGE

If you totally or partially surrender your Policy, or allow it to lapse, or
reduce its face amount, in the first 11 policy years, a Surrender Charge will be
deducted from the cash value.

The Surrender Charge is a percentage of basic scheduled premiums, as shown in
the chart below. In each policy year, the charge will be applied to the total
annualized basic scheduled premiums for the Policy through the policy year in
which the total or partial surrender, lapse or face amount reduction occurs, up
to a maximum of four annualized basic scheduled premiums. This means that even
if you have not yet paid the full amount of the annualized basic scheduled
premiums to which the Surrender Charge applies at any point in time, you will be
treated as if you have paid those premiums for the purpose of calculating the
charge.

The Surrender Charge rate that applies in each policy year is indicated below:

<TABLE>
<CAPTION>
POLICY YEAR PERCENTAGE APPLIED TO
- ----------- ---------- ----------
<S> <C> <C>
1 55.00% One Annualized Basic Scheduled Premium
2 55.00% Two Annualized Basic Scheduled Premiums
3 36.67% Three Annualized Basic Scheduled Premiums
4 27.50% Four Annualized Basic Scheduled Premiums
5* 26.25% Four Annualized Basic Scheduled Premiums
6* 25.00% Four Annualized Basic Scheduled Premiums
7* 20.00% Four Annualized Basic Scheduled Premiums
8* 15.00% Four Annualized Basic Scheduled Premiums
9* 10.00% Four Annualized Basic Scheduled Premiums
10* 5.00% Four Annualized Basic Scheduled Premiums
11* 0.00% Four Annualized Basic Scheduled Premiums
</TABLE>

- ---------
* End of Policy Year

A-17
<PAGE>

For the first four policy years the Surrender Charge rate that applies in a
particular year remains level throughout that year. Beginning in the fifth
policy year, the Surrender Charge rate declines on a monthly basis to the end of
year rates shown in the table above.

The dollar amount of the Surrender Charge is also limited to an amount per
$1,000 of your Policy's face amount. These limits are:

<TABLE>
<CAPTION>
POLICY YEAR
-----------------------------------------------------
1 2 3 4 5 6 7 8 9 10 11
--- --- --- --- --- --- --- --- --- --- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Maximum Surrender
Charge per $1,000 of
Face Amount . . . . $47 $44 $42 $39 $37 $35 $33 $31 $29 $27 $25
</TABLE>

In all cases, the annualized premium amount to which the Surrender Charge
applies is calculated based on the premium payment frequency you are using at
the time. Therefore, if you are paying your basic scheduled premiums in
quarterly installments rather than annually at the time you surrender your
Policy, the dollar amount of your Surrender Charge may be higher because the
dollar amount of an annual basic scheduled premium is somewhat higher if you pay
it in installments rather than once a year.

In the case of a partial surrender or reduction in face amount, the Surrender
Charge is deducted from the Policy's cash value in an amount proportional to the
amount of the face amount surrendered. (See "Partial Surrender" and "Partial
Withdrawal".)

The Surrender Charge is deducted from the Policy's available cash value,
regardless of whether the cash value comes from scheduled premiums, unscheduled
payments, or investment experience. If the applicable Surrender Charge amount
exceeds the available cash value, there will be no proceeds paid to you on
surrender or lapse.

The Surrender Charge covers the following expenses: developmental costs
associated with the Policies (such as actuarial, legal, systems and other
overhead costs), underwriting, and marketing and other distribution expenses.

DEDUCTIONS FROM CASH VALUE

MONTHLY DEDUCTION. On the first day of each policy month, starting with the
Policy Date, NELICO will make a deduction (the "Monthly Deduction") from your
cash value for these charges:

(i) an administrative charge, currently equal to $0.10 per $1,000 of Policy
face amount (guaranteed not to exceed $0.12 per $1,000 of face amount). For all
Policies with a face amount of at least $250,000 and for Policies issued in a
business situation or to a tax-qualified pension plan if either the average face
amount for the group is at least $250,000 (where fewer than 25 persons are
covered) or the average face amount is at least $150,000 (where 25 or more
persons are covered), the monthly administrative charge is currently $0.06 per
$1,000 of face amount rather than $0.10. On a current basis, NELICO intends not
to charge more than $120 per month for the monthly administrative charge; and

(ii) a minimum death benefit guarantee charge of $0.01 per $1,000 of Policy
face amount. This charge compensates NELICO for its guarantee that, regardless
of the investment experience of the Policy's sub-accounts, the Policy's death
benefit will never be less than the face amount, provided that all required
scheduled premiums have been paid when due. (See "Adjustments to the Death
Proceeds Payable".)

If there is an outstanding loan under your Policy and the net cash value is
not large enough to cover the full amount of the Monthly Deduction in any month,
the difference will be treated as an excess policy loan and the Policy may
terminate. (See "Loan Provision".)

A-18
<PAGE>

MONTHLY CHARGES FOR THE COST OF INSURANCE. The cost of providing insurance
protection under your Policy is deducted from your Policy's cash value at the
beginning of each policy month, beginning with the Policy Date. The cost of
insurance charge for a policy month is equal to the "amount at risk" under the
Policy, multiplied by the cost of insurance rate for that policy month. The
amount at risk is determined on the first day of the policy month after the
Monthly Deduction has been processed and is the amount by which the death
benefit (discounted at the monthly equivalent of 4.5% per year) exceeds the
Policy's cash value. The cost of insurance rate for your Policy will change from
month to month.

If a Policy loan is outstanding and your Policy's net cash value is not large
enough to cover the cost of insurance charge for a policy month, the difference
between the net cash value available and the cost of insurance charge will be
treated as an excess policy loan and the Policy may terminate. (See "Loan
Provision".)

The guaranteed cost of insurance rates for a Policy depend on the insured's
underwriting class, age on the first day of the Policy year and sex (if the
Policy is sex-based). The current cost of insurance rates for a given Policy
will also depend on the insured's issue age and the Policy's face amount at
issue and duration. In addition, for Policies sold in a business situation or to
a tax-qualified pension plan, current cost of insurance rates may depend on the
average face amount of Policies sold to the group and on the number of lives in
the group. The rates are guaranteed not to be higher than rates based on the
1980 Commissioners Standard Ordinary Mortality Tables (the "1980 CSO Tables"),
with smoker/nonsmoker modifications. For Policies issued on juvenile insureds,
the rates are guaranteed not to be higher than rates based on the 1980 CSO
Tables. The rates actually used may be lower than these maximum rates, depending
on NELICO's expectations regarding future mortality and expense experience,
lapse (or other termination) rates and investment earnings. NELICO reviews the
adequacy of its current cost of insurance rates annually and may adjust their
level periodically. Any change in the current cost of insurance rates will be
applied prospectively only and will be on a non-discriminatory basis. The
current cost of insurance rate for a Policy is set forth in the Policy Owner's
annual statement.

For standard issues, the underwriting classes used for determining current
cost of insurance rates are smoker, nonsmoker, nonsmoker preferred, nonsmoker
residual and, for Policies issued on juvenile insureds (that is, insureds with
an issue age of zero through 19), standard. Substandard Policies and automatic
issue Policies use the same smoker and nonsmoker standard rates and, for
juveniles, standard rates, but require an extra premium as part of the Policy's
total scheduled premium.

Availability of the three nonsmoker classes varies. For fully underwritten
Policies with a face amount of $250,000 or more and where the insured's issue
age is 20 through 75, the standard nonsmoker underwriting classes are nonsmoker
preferred and nonsmoker residual. For all other underwritten Policies (including
any Policy where the insured's issue age is above 75), only the nonsmoker class
is used. Among these three nonsmoker classes, the nonsmoker preferred class
generally offers the most favorable rates on a current basis and the nonsmoker
residual class generally offers the least favorable rates on a current basis.

Cost of insurance rates are generally more favorable for nonsmoker than for
smoker insureds and generally more favorable for female than for male insureds.
Within a given underwriting class, cost of insurance rates are generally more
favorable for insureds with lower issue ages. Where required by state law, and
for Policies sold in connection with certain employee benefit plans, cost of
insurance rates (and Policy values and benefits) will not vary based on the sex
of the insured.

Currently, cost of insurance rates will be more favorable for a Policy if the
face amount is at least $250,000, unless, in the case of an underwritten Policy,
the insured is assigned to the nonsmoker residual class. In addition, for
Policies with a face amount below $250,000 which are issued in a business
situation or to a tax-qualified pension plan, current cost of insurance rates
will be more favorable if either (1) the average face amount for the group is at
least $250,000, where fewer than 25 persons are covered, or (2) the average face
amount is at least $150,000, where 25 or more persons are covered.

NELICO offers Policies on an automatic issue basis to certain group or
sponsored arrangements. If an eligible group or sponsored arrangement purchases
Policies on an automatic issue basis, the Policies will be issued up to a

A-19
<PAGE>

predetermined face amount limit, with only minimal evidence of insurability.
Because only limited underwriting information is obtained, NELICO has determined
that Policies issued on an automatic issue basis may present additional
mortality cost to NELICO compared to underwritten Policies. NELICO will charge
an additional premium for automatic issue Policies. The amount of the premium
will depend on the issue age of the insured and the death benefit option chosen,
and may also depend on the size of the group and the total premium to be paid by
the group. Generally, the additional premium will be higher if the Policy is
sold to a tax-qualified pension plan than otherwise. The additional premium will
be deducted from the scheduled premium in the same manner as under a substandard
risk Policy before the net scheduled premium is allocated to the Variable
Account. Under automatic issue Policies, the overall charges for insurance
protection, including the extra premium, will be higher than under a comparable
underwritten Policy issued in a standard class. This means that an insured may
be able to obtain individual, underwritten insurance coverage at a lower overall
cost. The overall guaranteed maximum monthly cost of insurance charges,
including the extra premium, will exceed charges based on 100% of the 1980 CSO
Tables.

Eligible group or sponsored arrangements may choose to purchase Policies on a
simplified underwriting basis either as an alternative to automatic issue or for
amounts of insurance which exceed NELICO's automatic issue limits, but may not
choose automatic issue for some members of the group and simplified underwriting
for others. Policies issued on a simplified underwriting basis will have the
same cost of insurance rates and basic scheduled premiums as fully underwritten
Policies. Currently NELICO does not intend to charge an additional premium for
coverage issued on a simplified issue basis unless the insured is in a
substandard risk class.

CHARGES UNDER THE SPECIAL PREMIUM OPTION. If you use the Special Premium
Option to skip a scheduled premium payment, NELICO will deduct from the Policy's
cash value the amount of the Policy's annual administrative charge that was due
with the scheduled premium, as well as any premiums due for rider benefits and
substandard risk or automatic issue status. The amount deducted for all of these
charges will be 91% of the amount that was due with the scheduled premium
payment. (See "Special Premium Option".) These charges will be deducted from the
Policy's sub-accounts in proportion to the Policy's cash value in each
sub-account.

CHARGES FOR ADDITIONAL SERVICES. NELICO reserves the right to charge Policy
Owners a nominal fee, which will be billed directly to the Policy Owner, in the
event that a Policy re-issue or re-dating is requested.

CHARGES AGAINST THE ELIGIBLE FUNDS AND THE SUB-ACCOUNTS OF THE VARIABLE ACCOUNT

MORTALITY AND EXPENSE RISK CHARGE. NELICO charges the sub-accounts of the
Variable Account for the mortality and expense risks that NELICO assumes.
Currently, the charge is made daily at an annual rate of .60% of the
sub-accounts' assets. NELICO reserves the right to increase the charge, up to a
maximum annual rate of .90%. The mortality risk NELICO assumes is that insureds
may live for shorter periods of time than NELICO estimated. The expense risk is
that NELICO's costs of issuing and administering the Policies may be more than
NELICO estimated.

CHARGES FOR INCOME TAXES. NELICO currently makes no charge for income taxes
against the Variable Account, but in the future NELICO may impose such a charge,
if appropriate. (See "Charge for NELICO's Income Taxes".)

ELIGIBLE FUND EXPENSES. Charges for investment advisory fees and other
expenses are deducted from the assets of the Eligible Funds. (See "Investment
Management".)

GROUP OR SPONSORED ARRANGEMENTS

The Policies may be issued to group or sponsored arrangements, as well as on
an individual basis. A "group arrangement" includes a program under which a
trustee, employer or similar entity purchases individual Policies covering a
group of individuals on a group basis. Examples of such arrangements are
employer-sponsored benefit plans which are tax-qualified pension plans and
non-tax qualified deferred compensation plans. A "sponsored

A-20
<PAGE>

arrangement" includes a program under which an employer permits group
solicitation of its employees or an association permits group solicitation of
its members for the purchase of the Policies on an individual basis.

For Policies issued in connection with group or sponsored arrangements, NELICO
may waive or reduce one or more of the following charges: the sales charge,
Surrender Charge, charges for the cost of insurance (including automatic issue
premiums), mortality and expense risk charge, administrative, minimum death
benefit guarantee, and/or federal and state premium tax charges described in
"Charges and Expenses". (In addition, the interest rate credited on amounts
taken from the sub-accounts as a result of a Policy loan may be increased for
these Policies.) NELICO will waive or reduce these charges according to its
rules in effect when the Policy application is approved. To qualify for a waiver
or reduction, a group or sponsored arrangement must satisfy certain criteria as
to, for example, size and number of years in existence. Generally, the sales
contacts and effort, administrative costs and mortality cost per Policy vary
based on such factors as the size of the group or sponsored arrangement, its
stability, the purposes for which the Policies are purchased and certain
characteristics of its members. The amount of reduction and the criteria for
qualification will reflect the reduced sales and administrative effort resulting
from sales to qualifying group or sponsored arrangements. NELICO may modify from
time to time both the amounts of reductions and the criteria for qualification.
Reductions in or waiver of these charges will not be unfairly discriminatory
against any person, including the affected Policy Owners and all other Policy
Owners of Policies funded by the Variable Account.

The United States Supreme Court has held that certain insurance policies
providing values and benefits that vary with the sex of the insured may not be
used to fund certain employee benefit programs. Therefore, NELICO offers
Policies that do not vary based on the sex of the insured for use in connection
with certain employee benefit programs. NELICO recommends that any employer
proposing to offer the Policies to employees under a group or sponsored
arrangement consult its attorney before doing so.

PREMIUMS

SCHEDULED PREMIUMS

Scheduled premium payments for the Policy are generally required until the
insured reaches age 100. The scheduled premium amount will depend on the
Policy's face amount, the age, sex (unless unisex rates apply) and underwriting
class of the insured, the premium payment schedule you select, and any rider
benefit premiums.

The underwriting classes used for setting the scheduled premium amount are
smoker standard, smoker substandard, nonsmoker standard, nonsmoker substandard,
automatic issue and, for juvenile insureds, standard and substandard. Scheduled
premiums for substandard and automatic issue classes reflect additional premiums
that are charged for Policies in those categories. Scheduled premiums are
generally higher for males than for females and generally higher for smokers
than for nonsmokers. Scheduled premiums are also generally higher for Policies
issued on older insureds.

Scheduled premiums can be paid on an annual, semi-annual or quarterly schedule
or, with NELICO's consent, monthly. The premium payment schedule you select will
affect the total amount of premium you pay in a policy year. The total premium
paid is highest if you select the monthly frequency and lowest if you select the
annual frequency. The payment schedule will also affect the Policy's cash value
and tabular cash value and, therefore, may affect the death benefit.

You can change your premium payment schedule at any time by sending your
request for change to NELICO's Home Office. If you change to a less frequent
payment schedule (e.g. from quarterly to annual), the change will go into effect
on the next premium due date under the new schedule. Until then, you will
continue to make payments under the old schedule; NELICO will not accept an
advance payment of the remaining scheduled premiums due for the policy year
under the old schedule, that is, you cannot pay the balance of any premium mode.
-----------------------------------------------
If you change to a more frequent payment schedule (e.g. from annual to
quarterly), the change will go into effect on the next

A-21
<PAGE>

premium due date under the original schedule. (See "Receipt of Communications
and Payments at NELICO's Home Office".)

You may make scheduled payments by check or money order. You may also choose
to have NELICO withdraw your scheduled premium payments from your bank checking
account or TNE Cash Management Trust account. (This service is known as the
Master Service Account arrangement.)

Scheduled premiums are due at NELICO's Home Office or a NELICO agency on or
before their due dates. NELICO will allocate net scheduled premiums, after the
first, to your Policy's sub-accounts on the premium due dates, not when they are
received. If you use the Special Premium Option to skip a scheduled premium
payment or if you miss a required scheduled premium payment, however, NELICO
will withdraw from the Variable Account the net scheduled premium that it
advanced, adjusted for the net investment experience of the Policy's
sub-accounts since the due date. (If you do not pay a required scheduled
premium, the Policy may lapse. See "Default and Lapse Options".)

A credit will be applied to the initial scheduled premium under a Policy
converted from certain term insurance that was issued by The New England, NELICO
or NELICO's affiliates and also to scheduled premiums under a Policy issued to a
Home Office employee of NELICO on the life of the employee, if the employee has
worked for NELICO and/or The New England for at least one year.

UNSCHEDULED PAYMENTS

Within the limits described below, you may make unscheduled payments as long
as the Policy has not lapsed. NELICO may require satisfactory evidence of
insurability before accepting the payment. In addition, NELICO's consent is
required if, in order to satisfy tax law requirements, the payment would
increase the Policy's death benefit by more than it would increase the cash
value. NELICO will not accept an unscheduled payment if the Policy's scheduled
premiums are being waived under a waiver of premium rider. (See "Additional
Benefits by Rider".) NELICO also reserves the right to prohibit or limit the
amount of unscheduled payments under a Policy covering a substandard risk
insured or under an automatic issue Policy. An unscheduled payment must be at
least $10 if made pursuant to the Master Service Account arrangement, and
otherwise must be at least $25.

You may ask NELICO to include on your premium notice for the policy
anniversary a planned unscheduled payment amount in addition to the scheduled
premium, subject to NELICO's rules. Subject to NELICO's rules, you may choose to
have NELICO withdraw unscheduled payments from your bank checking account or TNE
Cash Management Trust account (i.e. the Master Service Account arrangement) if
you are using this facility to pay scheduled premiums under the Policy.

If your Policy has a level term insurance rider and you are paying premiums on
the annual mode or by means of the Master Service Account arrangement, you may
choose to have NELICO bill you (or deduct from your bank checking account or TNE
Cash Management Trust account) a single level amount (the "Annual Level Billing
Option") each year that is sufficient to cover the scheduled premium due plus
the increasing premium for the level term insurance rider. Under the Annual
Level Billing Option, a portion of the level billing amount will be allocated to
your Policy as an unscheduled payment. The amount that is allocated as an
unscheduled payment will decrease each year as the cost of the level term
insurance rider goes up. You may need to recalculate your Annual Level Billing
Amount as the premium for the level term insurance rider increases.

Under any of these billing options, the total of all premiums and payments
made could cause the Policy to become a "modified endowment contract". You
should consider the potential tax consequences before planning a series of
unscheduled payments. (See "Tax Considerations".)

NELICO will allocate an unscheduled payment to your Policy's sub-accounts as
of the date the payment is received at NELICO's Home Office. (See "Receipt of
Communications and Payments at NELICO's Home Office".)

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<PAGE>

RULES FOR CREDITING PAYMENTS TO THE VARIABLE ACCOUNT. NELICO will treat
payments made under the Policy in the following way. Payments accompanied by a
premium notice, and payments received by NELICO during the period from 25 days
before the premium due date to 31 days after the due date, whether or not
accompanied by a premium notice, will be applied first to payment of the
scheduled premium due, next to pay any loan interest due, and any balance will
be applied as an unscheduled payment as of the date it was received. (However,
any payment which is less than the amount of the scheduled premium due will be
treated as an unscheduled payment.) All other payments will be treated as
unscheduled payments. If the Policy lapses and you made an unscheduled payment
during the grace period which was insufficient to pay the premium due, the
unscheduled payment will be refunded to you.

If you pay premiums monthly, including by means of the Master Service Account
arrangement, payments will be credited as agreed by you and NELICO. Billing and
crediting procedures for certain group or sponsored arrangements may differ from
those used for other Policy Owners.

If you have a policy loan, it may be more advantageous to repay the loan than
to make an unscheduled payment, because the unscheduled payment is subject to
sales and tax charges, whereas the loan repayment is not subject to any charges.
(See "Loan Provision" and "Deductions from Premiums and Unscheduled Payments".)
A payment will not be treated as repayment of a policy loan unless so designated
by you.

SPECIAL PREMIUM OPTION

When you apply for a Policy, or at a later date while the Policy is not
lapsed, you may elect the Special Premium Option. This feature allows you to
skip a scheduled premium payment or payments after the first policy year, under
the following conditions.

If the scheduled premium has not been paid by the end of the grace period, the
Policy will not lapse if the Policy's cash value on the premium due date (before
NELICO advanced the net premium due) exceeded the tabular cash value by at least
the amount of the scheduled premium due, including any rider and substandard
risk or automatic issue premiums due. The Special Premium Option may not be
used, however, if, immediately afterward, the amount of any outstanding policy
loan plus accrued interest would exceed the Policy's loan value.

If the Special Premium Option is used, it will reduce the Policy's cash value
(and loan value) because NELICO will deduct from the cash value, as of the
premium due date, 91% of the portion of the annual administrative charge, and of
any rider, substandard risk or automatic issue premiums, that were due. These
amounts will be deducted from the Policy's sub-accounts in proportion to the
Policy's cash value in each. (NELICO will also withdraw the net scheduled
premium that it advanced to the Policy, adjusted for the net investment
experience of the Policy's sub-accounts since the due date.)

If you have elected both the Special Premium Option and the automatic premium
loan feature, NELICO will first determine whether the Special Premium Option can
be used to satisfy the premium payment before attempting to pay the premium by
means of an automatic premium loan. (See "Automatic Premium Loan".)

You may cancel the Special Premium Option and, generally, re-elect it at any
time. The Special Premium Option is not available to you, however, while you are
paying premiums by means of the Master Service Account arrangement.

AUTOMATIC PREMIUM LOAN

You may elect an automatic premium loan feature. Under this feature, if you
have not paid a required scheduled premium by the end of the grace period, your
Policy's available loan value will be used to pay the scheduled premium to the
next due date, if possible, but at least to the next quarterly due date.
However, no premium loan will be made if the Policy's loan value is not adequate
to pay at least a quarterly premium. Interest on the loan will be charged from
the premium due date. Like other policy loans, an automatic premium loan can
result

A-23
<PAGE>

in an excess policy loan. (See "Loan Provision".) An automatic premium loan will
not be made if you have elected the Special Premium Option and can skip the
scheduled premium payment under that option.

DEFAULT AND LAPSE OPTIONS

If you have not paid a required scheduled premium by the due date, then the
premium is in default, but the Policy provides a 31 day grace period for payment
of the scheduled premium due. During the grace period insurance coverage
continues under your Policy, but if the insured dies before the premium is paid,
NELICO will deduct from the death proceeds the portion of the unpaid premium for
the period prior to the date of death.

For 60 days after the due date of a premium in default, NELICO will not make
the usual Monthly Deductions and cost of insurance deductions from the Policy's
cash value. If the premium in default is paid, these deductions will be made
retroactively. If you surrender the Policy while the premium is in default, the
full Monthly Deduction and a prorated cost of insurance charge will be deducted
from the proceeds.

There are three lapse options that may be available to you under your Policy.
They are: Fixed Extended Term Insurance, Fixed Paid-Up Insurance and Variable
Paid-Up Insurance.

Fixed Extended Term Insurance is fixed benefit life insurance for a limited
term with no further premiums due. The death benefit under this option will be
the same as the amount of your Policy's death benefit on the due date of the
premium in default. The term of the insurance coverage is determined by applying
the Policy's NET cash value as of the due date of the premium in default (that
is, the cash value reduced by any applicable Surrender Charge and by any
outstanding policy loan plus accrued interest but before the Monthly Deduction
and cost of insurance charge), less any partial surrenders or partial
withdrawals made during the grace period. Policy loans are not available under a
Policy continued as Fixed Extended Term Insurance. Fixed Extended Term Insurance
is not available if your Policy is in a substandard or automatic issue class, or
is used in connection with a tax-qualified pension plan.

If Fixed Extended Term Insurance is available under your Policy, it is the
lapse option which will automatically apply upon lapse unless you have elected
Fixed or Variable Paid-Up Insurance. Even if you have elected Fixed Extended
Term Insurance, however, if Fixed Paid-Up Insurance would provide a greater
death benefit, that is the lapse option which will apply.

Paid-Up Insurance is permanent life insurance with no further premiums due.
The amount of insurance provided is determined by applying the Policy's NET cash
value as of the due date of the premium in default (that is, the cash value
reduced by any applicable Surrender Charge, and by any outstanding policy loan
plus accrued interest but before the Monthly Deduction and cost of insurance
charge), less any partial surrenders or partial withdrawals made during the
grace period, as a net single premium at the current age of the insured. Loans
are available under a Policy continued as Paid-Up Insurance.

You may select a lapse option, or change your selection, by written request to
NELICO's Home Office at any time up to 60 days after the due date of the premium
in default. Certain conditions apply to the selection of Variable Paid-Up
Insurance. (See "Variable Paid-Up Insurance" below.)

VARIABLE PAID-UP INSURANCE. Variable Paid-Up Insurance is available as a lapse
option (with NELICO's consent) if the NET cash value of your Policy as of the
due date of the premium in default (that is, the cash value reduced by any
applicable Surrender Charge and by any outstanding policy loan plus accrued
interest but before the Monthly Deduction and cost of insurance charge) less any
partial surrenders or partial withdrawals made during the grace period, is
sufficient, when used as a net single premium at the insured's current age, to
purchase paid-up insurance with an initial face amount at least equal to $5,000.
If you have elected Variable Paid-Up Insurance and your Policy's net cash value
is not adequate to purchase this minimum amount of insurance, then Fixed Paid-Up
Insurance will be provided instead. Variable Paid-Up Insurance is not available
under Policies in a substandard or automatic issue class unless NELICO consents.

A-24
<PAGE>

The death benefit under Variable Paid-Up Insurance can vary monthly and the
cash value can vary daily, depending on the net investment experience of the
Policy's sub-accounts (and on the interest earned on any of the Policy's cash
value in the Fixed Account). The death benefit will never be less than the
initial amount of the Variable Paid-Up Insurance, however, if there is no
outstanding policy loan. There is no minimum guaranteed cash value for a Policy
continued as Variable Paid-Up Insurance.

The death benefit provided under Variable Paid-Up Insurance is predetermined
at the end of each policy month for the following policy month. The death
benefit is the greater of the initial face amount of Variable Paid-Up Insurance
and the Variable Death Benefit. The Variable Death Benefit can increase or
decrease at the end of each policy month, depending on how the Policy's actual
investment experience for the month (plus any cost of insurance adjustment)
compares to investment experience at the monthly equivalent of 4.5% per year. If
the actual investment experience of the Policy's sub-accounts (and the net
interest earned on any of the Policy's cash value in the Fixed Account), plus
any cost of insurance adjustment, is greater than the monthly equivalent of 4.5%
per year, the Variable Death Benefit will increase. If it is less, the Variable
Death Benefit will decrease. The change in the Variable Death Benefit will equal
this difference between the actual return (plus any cost of insurance
adjustment) and the assumed return, divided by the net single premium per dollar
of death benefit at the current age of the insured. The cost of insurance
adjustment reflects any difference between the actual and the guaranteed maximum
cost of insurance charges under the Policy. Thus, changes in the Variable Death
Benefit will depend on the age, sex (unless the Policy is unisex) and
underwriting class of the insured as well as on net investment experience.

Although the death benefit provided by Variable Paid-Up Insurance will not be
less than the initial amount of insurance under the option regardless of
investment experience, the Variable Death Benefit can be higher or lower than
the initial amount. Changes in the Variable Death Benefit are carried forward to
succeeding policy months, so that if investment experience has reduced the
Variable Death Benefit below the initial amount of Variable Paid-Up Insurance,
subsequent favorable investment experience must first restore the Variable Death
Benefit to the initial amount before it can cause the Variable Death Benefit to
exceed the initial amount of Variable Paid-Up Insurance.

The initial cash value of a Policy continued as Variable Paid-Up Insurance is
its NET cash value as of the due date of the premium in default, reduced by any
partial surrenders or partial withdrawals made during the grace period.
Thereafter, the cash value is determined in the same manner as it is prior to
lapse, except that the charge for the cost of insurance is deducted at the end
of the policy month rather than at the beginning, and there is no Monthly
Deduction. Since there are no Monthly Deductions, generally the cost of
insurance rates actually charged under a Policy continued as Variable Paid-Up
Insurance are somewhat higher than they are under the Policy prior to lapse.
Cost of insurance rates under a Policy continued as Variable Paid-Up Insurance
depend on the insured's underwriting class, attained age and sex (if the Policy
is sex-based).

No partial withdrawals, premium payments or unscheduled payments may be made
under a Policy continued as Variable Paid-Up Insurance. You may surrender the
Policy for its net cash value, which is its cash value reduced by any
outstanding loan (and accrued interest) and by a pro rated charge for the cost
of insurance, if the surrender occurs on a day other than the last day of the
policy month. The amount available for a policy loan under a Policy continued as
Variable Paid-Up Insurance is determined in the same way as prior to lapse. An
excess policy loan may cause a Policy continued as Variable Paid-Up Insurance to
lapse. (See "Loan Provision".) You may transfer the cash value of a Variable
Paid-Up Insurance Policy among the sub-accounts up to four times in a policy
year without NELICO's consent. NELICO currently allows 12 sub-account transfers
per policy year.

REINSTATEMENT. If your Policy has lapsed, it may be reinstated within 7 years
after the date of default. If more than 7 years have passed, or if you have
surrendered the Policy, NELICO's consent is required to reinstate. Reinstatement
in all cases is subject to payment of certain charges described in the Policy
and generally will require evidence of insurability that is satisfactory to
NELICO.

A-25
<PAGE>

OTHER POLICY FEATURES

LOAN PROVISION

You may borrow all or part of the Policy's "loan value" once 15 days have
passed since the date NELICO mailed the confirmation of the first premium.
NELICO will make the loan as of the date when a loan request is received at
NELICO's Home Office. (See "Receipt of Communications and Payments at NELICO's
Home Office".) You should contact NELICO's Home Office or a NELICO agent for
information regarding the procedures to follow for requesting a loan. Policy
loans are not available under a Policy continued as Fixed Extended Term
Insurance.

The Policy's loan value is equal to 90% of the Policy's cash value, projected
at a 4.5% annual rate to the next policy anniversary (or to the next premium due
date, if earlier); less the Surrender Charge on the next loan interest due date
or, if greater, on the date the loan was made; and discounted at the loan
interest rate (6%). If required by state law, the Policy's loan value may be a
greater percentage of the cash value, as described in your Policy. The amount of
loan value available to be borrowed at any time is reduced by the amount of any
outstanding policy loan plus accrued interest.

The example below illustrates how the loan value is determined.

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

EXAMPLE: Using the Policy illustrated on page A- assume that the Policy's
premiums have been paid when due and that the Policy's sub-accounts have earned
a constant 6% hypothetical gross annual rate of return (equal to a constant net
annual rate of return of 4.55%). After the premium payment on the 10th policy
anniversary, the maximum amount that could be borrowed would be determined as
follows under (i) an annual premium payment schedule and (ii) a quarterly
premium payment schedule:

<TABLE>
<CAPTION>
ANNUAL QUARTERLY
------- -----------
<C> <S> <C> <C>
(1) Cash Value after Premium Payment on 10th Policy
Anniversary . . . . . . . . . . . . . . . . . . .
(2) Cash Value Projected at a Constant Annual Rate of
Return of 4.5% to the
(a) 11th Policy Anniversary . . . . . . . . . . .
(b) Next Premium Due Date . . . . . . . . . . . .
(3) 90% of Amount Calculated in (2) . . . . . . . . . .
(4) Amount Calculated in (3), Reduced by the Applicable
Surrender Charge . . . . . . . . . . . . . . . . .
(5) Amount Calculated in (4), Discounted at an Annual
Rate of 6% Back to the 10th Policy Anniversary . .
</TABLE>

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

A policy loan reduces the Policy's cash value in the sub-accounts by the
amount of the loan. A loan repayment increases the cash value in the
sub-accounts by the amount of the repayment. Unless you request otherwise,
policy loans and loan repayments are attributed to the sub-accounts in
proportion to the cash value in each.

The interest rate charged on policy loans is an effective rate of 6% per year
(using simple interest during the year) and is due on the policy anniversary. If
not paid, the interest accrued on the loan is added to the loan, and an amount
equal to the unpaid interest is deducted from the Policy's cash value in the
sub-accounts. The amount taken from the Policy's sub-accounts as a result of the
loan will earn interest (compounded daily) at an effective rate of not less than
4.5% per year. The rate currently credited is 4.75% per year. This interest
earned is credited to the Policy's sub-accounts annually, in proportion to the
cash value in each.

The amount taken from the Policy's sub-accounts as a result of a loan does not
participate in the investment experience of the sub-accounts. Therefore, the
death benefit and cash value of the Policy can be permanently affected by a
policy loan, even if it is repaid. In addition, any proceeds payable under a
Policy are reduced by the amount of any outstanding loan plus accrued interest.

A-26
<PAGE>

If a Policy loan is outstanding, it may be more advantageous to repay the loan
than to make an unscheduled payment, because the unscheduled payment is subject
to sales and premium tax charges, and the loan repayment is not subject to
charges. (See "Deductions from Premiums and Unscheduled Payments".)

If policy loans plus accrued interest exceed the Policy's cash value less the
Surrender Charge on the next policy loan interest due date (or, if greater, on
the date the calculation is made), NELICO will notify you that the Policy is
going to terminate. (This situation is referred to as an "excess policy loan".
NELICO tests for an excess Policy loan on each monthly processing date and any
time a loan-related transaction is made.) The Policy will terminate without
value 31 days after the notice is mailed unless the excess amount is paid to
NELICO within that time. (See "Default and Lapse Options".) If the Policy lapses
with a loan outstanding, adverse tax consequences may result. (See "Tax
Considerations" below.)

Department of Labor ("DOL") regulations set forth requirements for participant
loans under retirement plans subject to the Employee Retirement Income Security
Act of 1974 ("ERISA"). Generally, the DOL regulations will apply to plans that
qualify under Sections 401(a) and 401(k) of the Internal Revenue Code (the
"Code"). If the retirement plan is subject to ERISA, the plan fiduciary
authorized to oversee/direct the plan loan program must fulfill the requirements
of the regulations including charging a "commercially reasonable" rate of
interest. The policy loan interest rate may not be considered "commercially
reasonable" within the meaning of the DOL regulations. In addition, the DOL
regulations require that a plan loan be adequately secured but provide that not
more than 50% of the participant's vested account balance (including the Policy
cash value) be used as security for the loan. The DOL regulations and applicable
tax law may also contain other requirements for plan loans. Therefore, plan loan
provisions may differ from Policy loan provisions. If you are a participant in a
retirement plan subject to ERISA, you should consult with the fiduciary
administering the plan loan program. Failure of the plan loan program to comply
with the requirements of the DOL regulations and of tax law may result in tax
penalties under the Code and under ERISA.

SURRENDER

You may surrender a Policy for its net cash value at any time while the
insured is living by a signed written request conforming to NELICO's
administrative procedures. The net cash value of the surrendered Policy will be
determined as of the date when a surrender request is received at NELICO's Home
Office. The net cash value equals the cash value reduced by any policy loan and
accrued interest and by any applicable Surrender Charge. (See "Surrender
Charge".) You may elect in writing to have all or part of the net cash value
applied to a payment option. (See "Payment Options".) A surrender may result in
adverse tax consequences. (See "Tax Considerations" below.)

PARTIAL SURRENDER AND PARTIAL WITHDRAWAL

You may make a partial surrender of the Policy to receive a portion of its net
cash value. A partial surrender will cause a proportionate reduction in the
Policy's face amount, tabular cash value, death benefit and basic scheduled
premium. No partial surrender may reduce the face amount below the Policy's
required minimum except with NELICO's consent.

Any Surrender Charge that applies to a partial surrender will be deducted from
the Policy's cash value in an amount proportional to the amount of the Policy's
face amount surrendered. The Surrender Charge applied will reduce any remaining
Surrender Charge under your Policy.

If your Policy has the Option 2 death benefit, you may make a partial
withdrawal of the amount by which the Policy's cash value exceeds its tabular
cash value. If there is a policy loan outstanding, the amount of the partial
withdrawal will also be limited to prevent the policy loan plus accrued interest
from exceeding the Policy's loan value. (See "Loan Provision".) A partial
withdrawal will reduce the Policy's Option 2 death benefit and cash value but
will not affect its face amount or scheduled premium level. No Surrender Charge
will apply.

A-27
<PAGE>

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

EXAMPLE: Using the Policy illustrated on page A- , assume that the Policy's
premiums have been paid when due and that the Policy's sub-accounts have earned
constant hypothetical gross annual rates of return of 0%, 6% and 12%. These
hypothetical rates are illustrative only and may not reflect the rates of return
you would realize under the Policy. Before the premium payment on the 20th
policy anniversary, the maximum amount that can be withdrawn is as follows:

<TABLE>
<CAPTION>
AT HYPOTHETICAL AT HYPOTHETICAL AT HYPOTHETICAL
0% RETURN 6% RETURN 12% RETURN
--------------- --------------- -----------------
<C> <S> <C> <C> <C>
(1) Cash Value at the 20th
anniversary, before
premium payment . .
(2) Tabular Cash Value .
(3) Maximum Withdrawal =
(1) - (2) . . . . .
</TABLE>

The death benefit immediately after the withdrawal is temporarily reduced to
the initial face amount. However, the death benefit will increase above the face
amount if the cash value exceeds the tabular value after the premium payment due
on the 20th policy anniversary is paid and monthly charges are deducted.

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

If you have a Policy with the Option 2 death benefit and you request a portion
of the cash value, unless you specify that you wish a partial surrender only,
the request will be treated as a partial withdrawal first. Any portion of the
cash value requested that cannot be provided by means of a partial withdrawal
will be supplied by means of a partial surrender. In this way your Surrender
Charge costs will be minimized.

If you have a Policy with the Option 1 death benefit, you may make a partial
withdrawal only if the death benefit has increased above the face amount to
satisfy tax law requirements. The amount you may withdraw is limited to the cash
value, less the face amount multiplied by the net single premium per $1 of death
benefit at the insured's current age. If there is a policy loan outstanding, the
partial withdrawal will also be limited to prevent the policy loan plus accrued
interest from exceeding the Policy's loan value. (See "Loan Provision".) A
partial withdrawal under a Policy with the Option 1 death benefit will reduce
the Policy's death benefit (but not below the face amount) and cash value but
will not reduce its face amount or affect its scheduled premium level. A partial
withdrawal under a Policy with the Option 1 death benefit will always reduce the
death benefit by more than the cash value is reduced. No Surrender Charge will
apply.

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

EXAMPLE: Using the Policy with face amount illustrated on page A- assume
that the Policy's premiums have been paid when due and that the Policy's
sub-accounts have earned constant hypothetical gross annual rates of return of
0%, 6% and 12%. These hypothetical rates are illustrative only and may not
reflect the rates of return you would realize under the policy. The amount
available for withdrawal is calculated as of the 20th policy anniversary.

At the hypothetical 0% and 6% returns, no portion of the cash value may be
withdrawn.

At the hypothetical 12% return, before the premium payment on the 20th policy
anniversary, the maximum amount that can be withdrawn is as follows:

<TABLE>
<CAPTION>
<S> <C> <C>
(1) Cash Value at the 20th anniversary, before premium payment $
(2) Net Single Premium per $1 at age 55 . . . . . . . . . . .
(3) Face Amount X .4068241212 . . . . . . . . . . . . . . . . $
(4) Maximum Withdrawal = (1) - (3) . . . . . . . . . . . . . . $
</TABLE>

The death benefit immediately after the withdrawal is temporarily reduced to
the initial face amount. However, the premium payment due on the 20th policy
anniversary increases the death benefit above the face amount in order to
satisfy Federal tax law requirements.
- -----------------------------------------------------------------------------

A-28
<PAGE>

The total number of partial surrenders and partial withdrawals you may make in
one policy year is limited to four, unless NELICO consents to more. You should
be aware that amounts withdrawn may not be reinvested in the Policy except as
scheduled premiums or unscheduled payments, which are subject to the charges
described under "Deductions From Premiums and Unscheduled Payments".

A partial withdrawal or partial surrender will reduce the Policy's cash value
in the sub-accounts in proportion to the amount of cash value in each, unless
you request otherwise. The amount of net cash value paid upon partial surrender
or partial withdrawal will be determined as of the date when a request
conforming to NELICO's administrative procedures is received at NELICO's Home
Office. NELICO's administrative procedures can be determined by contacting a
NELICO agent or the Home Office.

A death benefit reduction may cause a Policy to become a "modified endowment
contract". If you are contemplating a partial surrender or partial withdrawal,
you should consult your tax advisor regarding the tax consequences of the
transaction. (See "Tax Considerations".)

REDUCTION IN FACE AMOUNT

The Policies offer a feature (in states where it has been approved by the
State insurance department) that allows you to reduce the face amount of your
Policy without receiving a distribution of any of the Policy's cash value. (This
feature differs from a partial surrender in that a partial surrender causes part
of the Policy's cash value to be distributed to you.)

If you decrease the face amount of your Policy, the premiums and tabular cash
value will also be decreased. Your Policy's actual cash value will not be
reduced except by the amount of any applicable Surrender Charge. Generally, the
Policy's death benefit will be decreased. However, if the death benefit at the
time you elect a face amount reduction is being determined by dividing the cash
value by the net single premium per dollar of death benefit, the death benefit
will not be decreased unless a Surrender Charge was deducted from the cash value
in connection with the face amount reduction. Any rider benefits attached to the
Policy may also have to be decreased. The face amount remaining after a
reduction will have to meet NELICO's minimum face amount requirements for issue,
except with NELICO's consent.

A face amount reduction will take effect as of the date when NELICO has
received a request at its Home Office meeting NELICO's administrative
requirements. You can determine NELICO's administrative requirements by
contacting a NELICO agent or the Home Office.

A death benefit reduction may cause a Policy to become a "modified endowment
contract". (See "Tax Considerations".)

ACCELERATION OF DEATH BENEFIT RIDER

NELICO may offer in the future a rider benefit that will allow you to receive
an accelerated payment of your Policy's death benefit. This advance payment of
the death benefit will be available where certain special circumstances exist,
as described briefly below. The right to exercise the rider will be subject to
certain conditions contained in the rider.

NELICO WILL MAKE THE ACCELERATED BENEFITS RIDER AVAILABLE TO YOU ONLY IF: (1)
-----------------------------------------------------------------------------
YOUR STATE INSURANCE DEPARTMENT HAS APPROVED THE RIDER, AND (2) THE RIDER WILL
- ------------------------------------------------------------------------------
MEET THE DEFINITION OF AN ACCELERATED DEATH BENEFIT FOR FEDERAL INCOME TAX
- --------------------------------------------------------------------------
PURPOSES AND (3) THE AVAILABILITY OF THE RIDER WILL NOT JEOPARDIZE THE
- ----------------------------------------------------------------------
QUALIFICATION OF THE POLICY AS LIFE INSURANCE UNDER FEDERAL INCOME TAX LAW.
- ---------------------------------------------------------------------------

A-29
<PAGE>

If the accelerated benefits rider is offered, it is expected to provide that
if the insured is diagnosed as terminally ill, as defined in the rider and by
the Internal Revenue Code, you may request an accelerated payment of the
Policy's death benefit. The payment may be subject to discounting and charges.
Payment will be subject to evidence satisfactory to NELICO.

INVESTMENT OPTIONS

You may allocate your Policy's scheduled premiums and unscheduled payments
among the sub-accounts of the Variable Account in any combination. A minimum of
10% of the premium or payment must be allocated to each sub-account selected.
Percentages allocated must be in whole numbers. Your Policy's cash value may be
distributed among no more than ten accounts (including the Fixed Account) at any
one time.

You will make the initial allocation when you apply for a Policy. You may
change the allocation of future premiums and payments at any time thereafter.
The change will be effective for scheduled premiums due and unscheduled payments
applied after the date when NELICO receives your request. You may request the
change by telephone or by written request in a form satisfactory to NELICO. (See
"Receipt of Communications and Payments at NELICO's Home Office.")

See "Transfer Option" below for information on how to request a transfer or
reallocation by telephone.

TRANSFER OPTION

Once 15 days have passed since the date NELICO mailed the confirmation of the
first premium, you may transfer your Policy's cash value between sub-accounts up
to four times in a policy year without NELICO's consent. NELICO currently allows
12 sub-account transfers per policy year. All sub-account transfer requests made
at the same time will be treated as a single request. The transfer will be
effective as of the date when NELICO receives the transfer request at its Home
Office. (See "Receipt of Communications and Payments at NELICO's Home Office".)
For special rules regarding transfers involving the Fixed Account, see "The
Fixed Account". Your Policy's cash value may be distributed among no more than
ten accounts (including the Fixed Account) at any one time.

You may request a sub-account transfer or reallocation of future premiums by
written request (which may be telecopied) to NELICO's Home Office or by
telephoning NELICO. To request a transfer or reallocation by telephone, you
should contact your registered representative or contact NELICO at
1-800-200-2214. Requests for transfers (up to NELICO's current limit per policy
year) or reallocations by telephone will be automatically permitted. NELICO will
use reasonable procedures such as requiring certain identifying information from
the caller, tape recording the telephone instructions, and providing written
confirmation of the transaction, in order to confirm that instructions
communicated by telephone are genuine. Any telephone instructions reasonably
believed by NELICO to be genuine will be your responsibility, including losses
arising from any errors in the communication of instructions. As a result of
this policy, you will bear the risk of loss. If NELICO does not employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine, it may be liable for any losses due to unauthorized or fraudulent
instructions.

SUBSTITUTION OF INSURED PERSON

Subject to state insurance department approval, NELICO offers a rider benefit
under certain Policies that will allow you to substitute the insured person
under your Policy, if you provide satisfactory evidence that the person proposed
to be insured is insurable. The right to substitute the insured person is
subject to certain restrictions and may also result in a cost or credit to you.
This rider may not be approved in every state and therefore may not be available
in every state. Your NELICO agent can provide current information on the
availability of the rider. Since

A-30
<PAGE>

substituting the insured person may be a taxable event, you should consult your
tax advisor before substituting the insured person under your Policy.

PAYMENT OF PROCEEDS

NELICO will ordinarily pay any net cash value, loan value or death benefit
proceeds from the sub-accounts within seven days after receipt at the Home
Office of a request, or proof of death of the insured, in a form satisfactory to
NELICO. (See "Receipt of Communications and Payments at NELICO's Home Office".)
However, NELICO may delay payment or transfers from the sub-accounts: (i) if the
New York Stock Exchange is closed for other than weekends or holidays, or if
trading on the New York Stock Exchange is restricted, (ii) if the SEC determines
that a state of emergency exists that makes payments or sub-account transfers
impractical, or (iii) at any other time when the Eligible Funds or the Variable
Account have the legal right to suspend payment. NELICO may withhold payment of
surrender or loan proceeds to the extent that those proceeds are derived from a
Policy Owner's check, or from a Master Service Account premium transaction,
which has not yet cleared. In those cases, NELICO will process the surrender or
loan to the extent of policy values for which the Policy Owner has made full
payment. The balance of the surrender or loan proceeds will be paid when the
Policy Owner's check, or the Master Service Account premium transaction, has
cleared. NELICO may also delay payment if it considers whether to contest the
Policy. NELICO will pay interest on the death benefit proceeds from the date
they become payable to the date they are paid in one sum or, if a payment option
was selected, to the effective date of the option. (See "Payment Options".)

Death benefit proceeds may be paid pursuant to NELICO's Access Plus program.
If the Access Plus program is elected, an Access Plus account will be
established at State Street Bank & Trust Company at the time that death benefit
proceeds are payable. The Access Plus account provides convenient access to
proceeds, which are maintained in MetLife's general account, through checkbook
privileges with State Street. A beneficiary may elect to have death benefit
proceeds paid through the Access Plus program at any time prior to the payment
of death benefit proceeds.

Payments of net cash value, or of any loan value available, under a
fixed-benefit lapse option or from cash value in the Fixed Account will normally
be paid promptly. However, NELICO has the right to delay such payments for up to
six months from the date of the request. NELICO will pay interest in accordance
with state insurance law requirements on payments that are delayed.

EXCHANGE OF POLICY DURING FIRST 24 MONTHS

During the first 24 months after the issue date of the Policy, if the Policy
has not lapsed, you may exchange it for a fixed-benefit life insurance policy
issued by NELICO. The new policy will be issued on any plan of whole life or
endowment insurance with a level face amount issued by NELICO on the Policy
Date. If you exercise this option, you will have to make up any investment loss
you had under the variable life insurance policy.

The exchange will be made without evidence of insurability. The new policy
will have the same face amount, policy date, issue age and risk classification
for the insured as the variable life Policy had. For Policies issued in New
York, you have the option of exchanging for a new, fixed-benefit policy with a
face amount equal to the current death benefit of the exchanged Variable Life
Policy. Premiums for the new policy will be based on the premium rates for
comparable fixed-benefit life insurance policies issued by NELICO which were in
effect on the Policy Date of the original Policy. Any riders to the original
Policy will be attached to the new policy if they are available. If NELICO does
not have a policy available for an exchange, the new policy will be issued by
MetLife.

The exchange will be effective on the date when NELICO receives written notice
at its Home Office in a form satisfactory to NELICO, the Policy and payment to
NELICO of any cost to exchange. (See "Receipt of Communications and Payments at
NELICO's Home Office".) The cost to exchange will reflect any differences in

A-31
<PAGE>

premiums and cash values between the two policies. Any policy loan outstanding
must be repaid on or before the effective date of the exchange.

For a Policy issued in connection with certain group or sponsored
arrangements, you may (if approved in your state) have the additional option of
exchanging at any time during the first 36 months after the Policy's issue date,
if the Policy has not lapsed, to a fixed-benefit term life insurance policy
issued by NELICO or an affiliate. The terms and conditions applicable to the 24
month exchange option will also be applicable to this option. If your Policy has
this feature, upon surrender of the Policy in the first 36 months, you will
receive the greater of the Policy's net cash value and the value which you would
receive upon exercise of the exchange to term insurance option.

PAYMENT OPTIONS

The Policy's death benefit and net cash value will be paid in one sum, unless
the Policy Owner or payee chooses to put all or part of the proceeds under a
payment option. You can choose a combination of payment options. The selection
of a payment option and the naming of a payee must be in written form
satisfactory to NELICO. You can make, change or revoke the selection before the
death of the insured. The payment options available are fixed benefit options
only; therefore, proceeds applied to an option will no longer be affected by the
investment experience of the Variable Account. The guaranteed mortality
assumptions used in determining payment levels under the options will not vary
based on sex. (For Policies issued in New York and Oregon, however, and which
are not issued for use in connection with certain employee benefit plans and
fringe benefit programs, the mortality assumptions will vary based on sex. See
"Group or Sponsored Arrangements".) Once payments under an option begin,
withdrawal rights may be restricted.

The following payment options are available:

(i) INCOME FOR A SPECIFIED NUMBER OF YEARS. Proceeds are paid in equal monthly
installments for up to 30 years, with interest at a rate not less than 3.5%
a year, compounded yearly. Additional interest paid by NEVLICO for any year
will be added to the monthly payments for that year.

(ii) LIFE INCOME. Proceeds are paid in equal monthly installments (i) during
the life of the payee, (ii) for the longer of the life of the payee or 10
years, or (iii) for the longer of the life of the payee or 20 years.

(iii) LIFE INCOME WITH REFUND. Proceeds are paid in equal monthly installments
during the life of the payee. At the payee's death, any unpaid proceeds
remaining are paid either in one sum or in equal monthly installments
until the total proceeds have been paid.

(iv) INTEREST. Proceeds are held for the life of the payee or another agreed
upon period. Interest of at least 3.5% a year is paid monthly or added to
the principal annually. At the death of the payee, or at the end of the
period agreed to, the balance of principal and any interest will be paid
in one sum.

(v) SPECIFIED AMOUNT OF INCOME. Proceeds plus accrued interest of at least
3.5% a year are paid in an amount and at a frequency elected until total
proceeds have been paid. Any amounts unpaid at the death of the payee will
be paid in one sum.

(vi) LIFE INCOME FOR TWO LIVES. Proceeds will be paid in equal monthly
installments (i) while either of two payees is living, (ii) for the longer
of the surviving payee or 10 years, or (iii) while the two payees are
living and, after the death of one payee, two-thirds of the monthly amount
for the life of the surviving payee will be paid.

NELICO's consent to use of an option is required if the installment payments
would be less than $20.

ADDITIONAL BENEFITS BY RIDER

A Policy can include additional benefits provided by rider to the Policy,
subject to NELICO's underwriting and issuance standards. These additional
benefits usually require an additional premium. The rider benefits available
with the Policies provide fixed benefits that do not vary with the investment
experience of the Variable Account.

A-32
<PAGE>

There may be circumstances in which it will be to your economic advantage to
include a significant portion or percentage of your insurance coverage under a
term rider. In many other circumstances, it may be in your interest to obtain a
Policy without term rider coverage. These circumstances depend on many factors,
including the premium levels and amount and duration of coverage you choose, as
well as the age, sex and risk classification of the insured.

Reductions in or elimination of term rider coverage does not trigger the
imposition of a surrender charge, and use of a term rider generally reduces
sales compensation. Your NELICO agent can provide you more information on the
uses of term rider coverage.

LEVEL TERM INSURANCE, which provides term insurance;

ACCIDENTAL DEATH BENEFIT, which provides additional insurance if death
results from accidental bodily injury;

OPTION TO PURCHASE ADDITIONAL LIFE INSURANCE, which provides the right to
purchase additional insurance on the life of the insured at certain times,
without proof of insurability;

GUARANTEED INCOME BENEFIT RIDER, which provides a monthly income payment
(subject to a $1,000 maximum) directly to the Policy Owner in the event of the
total disability of the insured. The Policy Owner must also purchase the
Waiver of Scheduled Premiums--Disability of Insured Rider in order to purchase
this rider. (NELICO plans to make this rider available in the future.
Availability of the rider is also subject to state insurance department
approval.)

WAIVER OF SCHEDULED PREMIUMS-DISABILITY OF INSURED, which provides for
waiver of scheduled premiums for the total disability of the insured;

WAIVER OF SCHEDULED PREMIUMS-DISABILITY OF APPLICANT, which provides for
waiver of scheduled premiums for the total disability of the applicant;

WAIVER OF SCHEDULED PREMIUMS-DEATH OF APPLICANT, which provides for waiver
of scheduled premiums for a limited period upon the death of the applicant;

WAIVER OF SCHEDULED PREMIUMS-DEATH OR DISABILITY OF APPLICANT, which
provides for waiver of scheduled premiums for a limited period upon the death
or disability of the applicant;

TEMPORARY TERM INSURANCE, which provides for term insurance from the date
of issue to the Policy Date;

CHILDREN'S INSURANCE, which provides for insurance on the life of the
insured's children for a defined period.

Certain riders are available only for sex based Policies. Not all riders may
be available to you and riders in addition to those listed above may be made
available. You should consult your agent regarding the availability of
particular riders.

POLICY OWNER AND BENEFICIARY

The Policy Owner is named in the application but may be changed from time to
time. At the death of the Policy Owner, his or her estate will become the Policy
Owner unless a successor Policy Owner has been named. The Policy Owner's rights
(except for rights to payment of benefits) terminate when the insured dies.

The beneficiary is also named in the application. The beneficiary of the
Policy may be changed at any time before the death of the insured. The
beneficiary has no rights under the Policy until the death of the insured and
must survive the insured in order to receive the death proceeds. If no named
beneficiary survives the insured, the proceeds will be paid to the Policy Owner.

A-33
<PAGE>

A change of Policy Owner or beneficiary must be in written form satisfactory
to NELICO and must be dated and signed by the Policy Owner making the change.
The change will be subject to all payments made and actions taken by NELICO
under the Policy before the signed change form is received by NELICO at its Home
Office.

You may assign (transfer) your rights in the Policy to someone else. An
absolute assignment of the Policy is a change of Policy Owner and beneficiary to
the assignee. A collateral assignment of the Policy does not change the Policy
Owner or beneficiary, but their rights will be subject to the terms of the
assignment. Assignments will be subject to all payments made and actions taken
by NELICO under the Policy before a signed copy of the assignment form is
received at NELICO's Home Office. NELICO will not be responsible for determining
whether or not an assignment is valid. Changing the Policy Owner or assigning
the Policy may have tax consequences. (See "Tax Considerations" below.)

THE VARIABLE ACCOUNT

The Variable Account was established as a separate investment account of
NELICO on January 31, 1983 under Delaware law and became subject to
Massachusetts law when NELICO changed its domicile to Massachusetts on August
30, 1996. The Variable Account is the funding vehicle for other NELICO variable
life insurance policies in addition to the Policies. The Variable Account meets
the definition of a "separate account" under Federal securities laws. The
Variable Account is registered with the Securities and Exchange Commission (the
"SEC") as a unit investment trust under the Investment Company Act of 1940. Both
NELICO and the Variable Account are subject to regulation by the Massachusetts
Insurance Commissioner and to the insurance laws and regulations in every
jurisdiction where the Policies are sold.

Although the assets of the Variable Account are owned by NELICO, applicable
law provides that the portion of the Variable Account assets equal to the
reserves and other liabilities of the Variable Account may not be charged with
liabilities that arise out of any other business NELICO may conduct. NELICO
believes this means that the assets of the Variable Account equal to the
reserves and other liabilities of the Variable Account are not available to meet
the claims of NELICO's general creditors, and may only be used to support the
cash values under its variable life insurance policies issued by the Variable
Account. But NELICO may transfer to its general account assets which exceed the
reserves and other liabilities of the Variable Account. Before making any such
transfer, NELICO will consider any possible adverse impact the transfer might
have on the Variable Account.

Income and realized and unrealized capital gains and losses of the Variable
Account are credited to the Variable Account without regard to any of NELICO's
other income or capital gains and losses.

INVESTMENTS OF THE VARIABLE ACCOUNT

The Variable Account currently has 16 sub-accounts, each of which invests in a
series of an Eligible Fund. The sub-accounts of the Variable Account are:

-- The Zenith Money Market Sub-Account, which invests in the Back Bay Advisors
Money Market Series of the Zenith Fund

-- The Zenith Bond Income Sub-Account, which invests in the Back Bay Advisors
Bond Income Series of the Zenith Fund

-- The Zenith Capital Growth Sub-Account, which invests in the Capital Growth
Series of the Zenith Fund

-- The Zenith Stock Index Sub-Account, which invests in the Westpeak Stock
Index Series of the Zenith Fund

-- The Zenith Managed Sub-Account, which invests in the Back Bay Advisors
Managed Series of the Zenith Fund

-- The Zenith Growth and Income Sub-Account, which invests in the Westpeak
Growth and Income Series of the Zenith Fund

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<PAGE>

-- The Zenith Avanti Growth Sub-Account, which invests in the Loomis Sayles
Avanti Growth Series of the Zenith Fund

-- The Zenith Small Cap Sub-Account, which invests in the Loomis Sayles Small
Cap Series of the Zenith Fund

-- The Equity-Income Sub-Account, which invests in the Equity-Income Portfolio
of the VIP Fund

-- The Overseas Sub-Account, which invests in the Overseas Portfolio of the
VIP Fund

-- The High Income Sub-Account, which invests in the High Income Portfolio of
the VIP Fund

-- The Asset Manager Sub-Account, which invests in the Asset Manager Portfolio
of VIP Fund II

-- The Zenith Equity Growth Sub-Account, which invests in the Alger Equity
Growth Series of the Zenith Fund

-- The Zenith Balanced Sub-Account, which invests in the Loomis Sayles
Balanced Series of the Zenith Fund

-- The Zenith Venture Value Sub-Account, which invests in the Davis Venture
Value Series of the Zenith Fund

-- The Zenith International Equity Sub-Account, which invests in the Draycott
International Equity Series of the Zenith Fund

The Zenith Fund is an open-end diversified management investment company, more
commonly known as a mutual fund. The Zenith Fund was established as an
investment vehicle for separate investment accounts of NELICO and of other life
insurance companies. Currently the Zenith Fund is the funding vehicle for the
Variable Account and for separate accounts of MetLife and NELICO that issue
variable annuity contracts.

The VIP Fund and VIP Fund II are open-end, diversified management investment
companies (mutual funds) that serve as the investment vehicles for variable life
insurance and variable annuity separate accounts of various insurance companies.
The VIP Fund and VIP Fund II were organized by Fidelity Management & Research
Company.

Shares of the Eligible Funds are purchased and sold by the Variable Account at
their net asset value (without a deduction for sales load) determined as of the
close of regular trading on the New York Stock Exchange on each day when the
exchange is open for trading.

The investment objectives of the Eligible Funds' portfolios are described
briefly below. There is, of course, no assurance that these objectives will be
met. A full description of the Eligible Funds, including their investment
objectives and policies, expenses, and the risks of investing in the Eligible
Funds, is contained in the attached Eligible Fund prospectuses, as well as in
the Zenith Fund's Statement of Additional Information, which is referenced in
the Zenith Fund prospectus, and in the Statement of Additional Information for
the VIP Fund and VIP Fund II, which is referenced in those Funds' prospectus.

The Zenith Back Bay Advisors Money Market Series' investment objective is the
highest possible level of current income consistent with preservation of capital
through investment in a managed portfolio of high quality money market
instruments. Money market funds are neither insured nor guaranteed by the U.S.
Government and there can be no assurance that the Series will maintain a stable
net asset value of $100 per share.

The Zenith Back Bay Advisors Bond Income Series' investment objective is to
provide a high level of current income consistent with protection of capital and
moderate investment risk through investment primarily in U.S. Government and
corporate bonds.

The Zenith Capital Growth Series' investment objective is long-term growth of
capital through investment primarily in equity securities of companies whose
earnings are expected to grow at a faster rate than the U.S. economy.

The Zenith Westpeak Stock Index Series' investment objective is to provide
investment results that correspond to the composite price and yield performance
of United States publicly traded common stocks. The Series currently

A-35
<PAGE>

seeks to achieve its objective by attempting to duplicate the composite price
and yield performance of the Standard & Poor's 500 Composite Stock Price Index.

The Zenith Back Bay Advisors Managed Series' investment objective is to
provide a favorable total investment return through investment in a diversified
portfolio of common stocks and fixed income securities.

The Zenith Westpeak Growth and Income Series' investment objective is
long-term total return (capital appreciation and dividend income) through
investment in equity securities. Emphasis will be given to both undervalued
securities ("value" style) and securities of companies with growth potential
("growth" style).

The Zenith Loomis Sayles Avanti Growth Series' investment objective is
long-term growth of capital. The Series normally will invest primarily in equity
securities of companies with medium and large capitalization (capitalization of
$1 billion to $5 billion and over $5 billion, respectively) but will also invest
a portion of its assets in equity securities of companies with relatively small
market capitalization (under $1 billion).

The Zenith Loomis Sayles Small Cap Series' investment objective is long-term
capital growth from investments in common stocks or their equivalent. The Series
invests primarily in stocks of small cap companies with good earnings growth
potential that Loomis Sayles believes are undervalued by the market. Typically,
such companies have market capitalization of less than $1 billion, have better
than average growth rates at below average price/earnings ratios, and have
strong balance sheets and cash flows.

The Zenith Loomis Sayles Balanced Series' investment objective is reasonable
long-term investment return from a combination of long-term capital appreciation
and moderate current income. The Series is "flexibly managed" in that sometimes
it invests more heavily in equity securities and at other times it invests more
heavily in fixed-income securities. The Series invests at least 25% of its
assets in fixed income senior securities and, under normal market conditions,
more than 50% of its assets in common stocks.

The Zenith Draycott International Equity Series' investment objective is to
seek total return from long-term growth of capital and dividend income,
primarily through investment in international equity securities. Normally the
series will invest at least 65% of its total assets in equity securities of
issuers headquartered outside the U.S., and substantially all of its assets
(other than cash and short-term investments) in such equity securities or equity
securities of issuers that derive a substantial part of their revenues or
profits from countries outside of the U.S.

The Zenith Davis Venture Value Series' investment objective is growth of
capital. The Series will primarily invest in domestic common stocks that the
Series' subadviser believes have capital growth potential due to factors such as
undervalued assets or earnings potential, product development and demand,
favorable operating ratios, resources for expansion, management abilities,
reasonableness of market price, and favorable overall business prospects. The
Series will generally invest predominantly in equity securities of companies
with market capitalizations of at least $250 million.

The Zenith Alger Equity Growth Series' investment objective is to seek
long-term capital appreciation. The Series' assets will be invested primarily in
a diversified, actively managed portfolio of equity securities, primarily of
companies having a total market capitalization of $1 billion or greater.

The VIP Fund Equity-Income Portfolio's investment objective is to seek
reasonable income by investing primarily in income-producing equity securities.
In choosing these securities, the Equity-Income Portfolio will also consider the
potential for capital appreciation.

The VIP Fund Overseas Portfolio's investment objective is long-term growth of
capital primarily through investments in foreign securities.

The VIP Fund High Income Portfolio's investment objective is to obtain a high
level of current income by investing primarily in high-yielding, lower-rated,
fixed-income securities, while also considering growth of capital.

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<PAGE>

High-yielding, lower-rated debt securities present higher risks of untimely
interest and principal payments, default and price volatility than higher-rated
securities, and may present problems of liquidity and valuation.

The VIP Fund II Asset Manager Portfolio's investment objective is to seek high
total return with reduced risk over the long-term by allocating its assets among
domestic and foreign stocks, bonds and short-term fixed-income instruments.

The basic objective of the Policy is to provide benefits which increase in
value when the investment experience of the Policy's sub-accounts is favorable.
Historically, the investment performance of common stocks over the long term has
generally been superior to that of long or short term debt securities, although
common stocks have been subject to more dramatic changes in value over short
periods of time. The Zenith Capital Growth, Zenith Avanti Growth, Zenith Equity
Growth, Zenith Venture Value, Zenith Growth and Income, Zenith Stock Index,
Zenith International Equity or Zenith Small Cap Sub-Accounts, or the
Equity-Income or Overseas Sub-Accounts, or some combination of these
sub-accounts, may, therefore, be a more desirable selection for Policy Owners
who are willing to accept such risks of short term fluctuations in value. For a
demonstration of certain of these market trends, see Appendix C: Long Term
Market Trends. Historically, the investment performance of "small cap" stocks
over the long term has generally been superior to stocks of large capitalization
companies, although "small cap" stocks have been substantially more volatile.
Historically, having a small percentage of a portfolio invested in overseas
stocks and the rest in domestic stocks has produced a portfolio that has less,
although still substantial, volatility than a completely domestic portfolio.
Equity investors should recognize that overseas and "small cap" funds
traditionally involve more risk than most domestic stock funds.

The performance of the various financial markets over shorter periods of time
has sometimes differed from their long term historical results. Short term
interest rates were very high in the late 1970's and early 1980's, but are now
lower. Long term bond values continue to fluctuate, and common stock prices,
which have risen substantially at times, have also had periods of volatility.
Policy Owners who seek somewhat greater protection against loss of principal in
the short term than that afforded by a stock fund may prefer the High Income
Sub-Account or the Zenith Bond Income Sub-Account. However, because the High
Income Portfolio invests in higher yielding, lower rated and unrated fixed
income securities (including bonds commonly referred to as "junk" bonds), it has
a higher degree of risk associated with it relative to more conservative fixed
income funds. Those who seek even greater safety of principal may select the
Zenith Money Market Sub-Account, although it is subject to possible rapid
changes in short term interest rates. Those who primarily seek safety of
principal should consider fixed life insurance as an alternative to variable
life insurance.

NELICO guarantees the principal invested in the Fixed Account, although this
guarantee is subject to NELICO's claims paying ability.

You may wish to consider diversifying your investments by allocating the
Policy's cash value among two or more sub-accounts.

Policy Owners may also diversify by selecting the Zenith Managed Sub-Account,
Zenith Balanced Sub-Account or the Asset Manager Sub-Account, since each
generally invests its assets at most times in a combination of bonds, stocks and
short term instruments, in varying proportions depending upon the investment
adviser's evaluation of the economy and financial markets. The Asset Manager
Portfolio has the ability to invest its stock portfolio more aggressively than
the Back Bay Advisors Managed Series. You may also wish to diversify your cash
value by country. The Overseas Sub-Account and Zenith International Equity
Sub-Account allow you to participate primarily in companies and economies
outside the United States.

The selection of a Policy's sub-accounts is a matter of your own choice and
should depend on your willingness to accept investment risks, the other types of
investments you have and your own assessment of future economic and financial
market conditions.

A-37
<PAGE>

INVESTMENT MANAGEMENT

The adviser and sub-adviser for each series of the Zenith Fund are listed in
the chart below. TNE Advisers, which is a subsidiary of NELICO, and each of the
sub-advisers are registered with the SEC as investment advisers under the
Investment Advisers Act of 1940.

<TABLE>
<CAPTION>
SERIES ADVISER SUB-ADVISER
------ ------- -----------
<S> <C> <C>
Capital Growth Capital Growth
Management Limited
Partnership ("CGM")*
Back Bay Advisors Money
Market TNE Advisers, Inc. Back Bay Advisors, L.P.*
Back Bay Advisors Bond
Income TNE Advisers, Inc. Back Bay Advisors, L.P.*
Back Bay Advisors
Managed TNE Advisers, Inc. Back Bay Advisors, L.P.*
Westpeak Investment Advisors,
Westpeak Stock Index TNE Advisers, Inc. L.P.*
Westpeak Growth and Westpeak Investment Advisors,
Income TNE Advisers, Inc. L.P.*
Loomis Sayles Avanti Loomis, Sayles & Company,
Growth TNE Advisers, Inc. L.P.*
Loomis, Sayles & Company,
Loomis Sayles Small Cap TNE Advisers, Inc. L.P.*
Loomis, Sayles & Company,
Loomis Sayles Balanced TNE Advisers, Inc. L.P.*
Draycott International
Equity TNE Advisers, Inc. Draycott Partners, Ltd.
Davis Venture Value TNE Advisers, Inc. Davis Selected Advisers, L.P.
Alger Equity Growth TNE Advisers, Inc. Fred Alger Management, Inc.
</TABLE>

- ---------

* An affiliate of NELICO

In the case of the Back Bay Advisors Money Market Series, Back Bay Advisors
Bond Income Series, Back Bay Advisors Managed Series, Westpeak Stock Index
Series, Westpeak Growth and Income Series, Loomis Sayles Avanti Growth Series
and Loomis Sayles Small Cap Series, TNE Advisers became the adviser on May 1,
1995. Prior to that date those series were advised by their current sub-adviser,
except as follows. The New England served as investment adviser to the Back Bay
Advisors Money Market and Back Bay Advisors Bond Income Series until September
10, 1986 when Back Bay Advisors assumed The New England's responsibilities under
the investment advisory agreements with those Series. Back Bay Advisors served
as investment adviser to the Westpeak Stock Index Series until August 2, 1993,
when Westpeak became the investment adviser. The Capital Growth Series was
managed by Loomis, Sayles until March 1, 1990, when its Capital Growth
Management Division was reorganized into CGM.

The Zenith Fund Series incur charges for advisory fees and certain other
expenses. Under a voluntary expense cap by TNE Advisers for each of the Back Bay
Advisors Bond Income, Back Bay Advisors Money Market, Back Bay Advisors Managed,
Westpeak Stock Index, Westpeak Growth and Income and Loomis Sayles Avanti Growth
Series, TNE Advisers will bear those expenses (other than the management fee)
that exceed 0.15% of average daily net assets; for the Loomis Sayles Small Cap
Series, TNE Advisers will bear all expenses that exceed 1.00% of average daily
net assets. For the remaining Zenith Fund Series (other than the Capital Growth
Series) TNE Advisers, under a voluntary expense deferral arrangement, will bear
those expenses (other than the management fee) which exceed a certain limit in
the year in which they are incurred and will charge those expenses to the series
in a future year when actual expenses of the series are below the limit. The
expense cap and expense deferral arrangement may be terminated at any time.

The following table shows the annual operating expenses for each series, based
on actual expenses for 1996, after giving effect to the applicable expense cap
or expense deferral arrangement.

ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS AFTER ANY EXPENSE CAP)

<TABLE>
<CAPTION>
BACK BACK
BAY BAY BACK WESTPEAK LOOMIS LOOMIS
ADVISORS ADVISORS BAY WESTPEAK GROWTH SAYLES SAYLES
CAPITAL BOND MONEY ADVISORS STOCK AND AVANTI SMALL
GROWTH INCOME MARKET MANAGED INDEX INCOME GROWTH CAP
SERIES SERIES SERIES SERIES SERIES SERIES SERIES SERIES
------- -------- -------- -------- -------- -------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management Fee . . . .64% .40% .35% .50% .25% .70% .70% 1.00%
Other Expenses . . . .06% .15% .15% .14% .15% .15% .15% --
---- ---- ---- ---- ---- ---- ---- -----
Total Series
Operating
Expenses . . . . . .70% .55% .50% .64% .40% .85% .85% 1.00%
</TABLE>

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<PAGE>

ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS AFTER EXPENSE DEFERRAL)

<TABLE>
<CAPTION>
LOOMIS DAVIS ALGER
SAYLES DRAYCOTT VENTURE EQUITY
BALANCED INTERNATIONAL VALUE GROWTH
SERIES EQUITY SERIES SERIES SERIES
-------- -------------- ------- --------
<S> <C> <C> <C> <C>
Management Fee . . . . . . . . . .70% .90% .75% .75%
Other Expenses . . . . . . . . . .15% .40% .15% .15%
---- ----- ---- ----
Total Series Operating Expenses .85% 1.30% .90% .90%
</TABLE>

For more information about the Series' advisory agreements, see the Zenith
Fund prospectus attached at the end of this prospectus and the Zenith Fund's
Statement of Additional Information.

The investment adviser for the VIP Fund and VIP Fund II is Fidelity Management
& Research Company, a registered investment adviser under the Investment
Advisers Act of 1940. The Portfolios of the VIP Fund and VIP Fund II, as part of
their operating expenses, pay investment management fees to Fidelity Management
& Research Company. The Portfolios also bear certain other expenses. For the
year ended December 31, 1996, the total operating expenses incurred by the
Portfolios, as a percentage of Portfolio average net assets, were as follows:

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL ANNUAL
PORTFOLIO FEES EXPENSES EXPENSES
- --------- ---------- -------- ------------
<S> <C> <C> <C>
Equity-Income
Overseas
High Income
Asset Manager
</TABLE>

An affiliate of Fidelity Management & Research Company compensates NELICO for
administrative and other services relating to these Portfolios of VIP Fund and
VIP Fund II. Such compensation is based on assets of the Portfolios attributable
to the Policies, and other policies issued or administered by NELICO.

Fidelity Management & Research Company is the original Fidelity company and
was founded in 1946. It provides a number of mutual funds and other clients with
investment research and portfolio management services. It maintains a large
staff of experienced investment personnel and a full complement of related
support facilities. For more information regarding the Equity-Income, Overseas,
High Income, and Asset Manager Portfolios and Fidelity Management & Research
Company, see the VIP Fund and VIP Fund II prospectus attached at the end of this
prospectus and their Statement of Additional Information.

THE FIXED ACCOUNT

A FIXED ACCOUNT OPTION IS AVAILABLE UNDER THE POLICY IN STATES WHERE IT HAS
BEEN APPROVED BY THE STATE INSURANCE DEPARTMENT. THE FIXED ACCOUNT MAY NOT BE
APPROVED BY EVERY STATE INSURANCE DEPARTMENT AND THEREFORE IT MAY NOT BE
AVAILABLE IN EVERY STATE.

You may allocate net premiums and net unscheduled payments for your Policy,
and may transfer your Policy's cash value, to the Fixed Account, which is part
of NELICO's general account. Because of exemptive and exclusionary provisions in
the Federal securities laws, interests in the Fixed Account have not been
registered under the Securities Act of 1933, and neither the Fixed Account nor
the general account has been registered as an investment company under the
Investment Company Act of 1940. Therefore, neither the Fixed Account, the
general account nor any interests therein are generally subject to the
provisions of these Acts, and NELICO has been advised that the staff of the SEC
does not review disclosures relating to the general account. Disclosures
regarding the Fixed Account may, however, be subject to certain generally
applicable provisions of the Federal securities laws relating to the accuracy
and completeness of statements made in prospectuses.

A-39
<PAGE>

GENERAL DESCRIPTION

NELICO's general account includes all the assets owned by NELICO, other than
the assets in the Variable Account or in any other separate accounts that NELICO
may establish. NELICO has sole discretion over the investment of assets in the
general account, including the Fixed Account. Policy Owners who allocate cash
value to the Fixed Account will not share in the actual investment experience of
the Fixed Account. Instead, NELICO guarantees that cash values in the Fixed
Account will earn interest at an effective annual rate of at least 4.5%. NELICO
may from time to time credit interest at a higher rate than 4.5%, but it is
under no obligation to do so. NELICO declares the current interest rate for the
Fixed Account periodically. Your Policy cash values that are in the Fixed
Account will earn interest daily.

NELICO may vary the way in which it credits interest in the Fixed Account from
time to time. The following is a description of NELICO's current method for
crediting interest to cash value in the Fixed Account. All of your Policy's cash
value in the Fixed Account on a policy anniversary will earn interest at the
declared annual rate in effect on the anniversary. It will earn interest at this
rate until the next policy anniversary, when it will be credited with the
current rate declared by NELICO. (Although NELICO's current practice is to
credit your entire Fixed Account cash value on a policy anniversary with the
most recently declared annual rate until the next anniversary, NELICO can select
any portion, from 0% to 100%, of your Fixed Account cash value on a policy
anniversary to earn interest at the most recently declared rate until the next
policy anniversary.) Any net premiums or net unscheduled payments allocated or
any portion of your Policy's cash value transferred to the Fixed Account on a
date other than a policy anniversary will earn interest at NELICO's most
recently declared rate until the next policy anniversary. The effective interest
rate credited at any time to your cash value in the Fixed Account will be a
weighted average of all the Fixed Account rates for your Policy.

If you select the Fixed Account on the application, your Policy's cash value
will not be allocated to the Fixed Account until 15 days after NELICO mails the
confirmation of the initial premium. Until then, the net scheduled premium and
any net unscheduled payment will be allocated to the Money Market Sub-Account.
(See "Allocation of Net Premiums" and "Right to Return the Policy".) The cash
value transferred from the Money Market Sub-Account to the Fixed Account will be
credited with NELICO's most recently declared rate of interest as of the date of
the transfer until the next policy anniversary.

VALUES AND BENEFITS

The Policy's cash value in the Fixed Account reflects the net premiums and net
unscheduled payments allocated to the Fixed Account, net interest credited to
cash value in the Fixed Account, any loans, partial surrenders or partial
withdrawals made from the Fixed Account cash value, charges deducted, and any
transfers of cash value to or from the Variable Account. Charges will be
deducted from the Policy's cash value in the Fixed Account and in the Policy's
sub-accounts in proportion to the amount of the Policy's cash value in each.
(See "Deductions from Cash Value".) A Policy's total cash value will include its
cash value in the Variable Account, its cash value in the Fixed Account, and any
of its cash value held in NELICO's general account (but outside of the Fixed
Account) as a result of a policy loan.

The amount of the Policy's cash value in the Fixed Account will be taken into
account in the calculation of the Policy's death benefit in the same manner as
the cash value in the Variable Account. The Policy's tabular cash value will be
calculated based on the assumption that the Policy's sub-accounts earned, and
the Fixed Account credited, a 4.5% annual net rate of return. (See "Death
Benefit" and "Tabular Cash Value".)

POLICY TRANSACTIONS

NELICO reserves the right to restrict allocations to the Fixed Account if the
effective annual rate of interest that would apply to the amount allocated is
4.5%. Otherwise, allocations of net premiums and net unscheduled payments to the
Fixed Account are subject to the same percentage requirements that apply to the
Variable Account. (See "Allocations of Net Premiums".)

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<PAGE>

Except as described below, amounts in the Fixed Account are subject to the
same rights and limitations regarding transfers, loans, surrenders and partial
withdrawals that apply to amounts in the Variable Account. (See "Other Policy
Features".) The following special rules apply to transactions involving amounts
in the Fixed Account.

TRANSFERS OF AMOUNTS FROM THE FIXED ACCOUNT TO THE VARIABLE ACCOUNT WILL BE
ALLOWED ONLY ONCE IN EACH POLICY YEAR. A TRANSFER OF CASH VALUE FROM THE FIXED
ACCOUNT WILL BE PROCESSED ONLY IF NELICO RECEIVES THE TRANSFER REQUEST NO MORE
THAN 30 DAYS AFTER THE POLICY ANNIVERSARY, AND THE TRANSFER WILL BE EFFECTED AS
OF THE DATE THE TRANSFER REQUEST IS RECEIVED AT NELICO'S HOME OFFICE. THE AMOUNT
OF CASH VALUE WHICH MAY BE TRANSFERRED FROM THE FIXED ACCOUNT IS LIMITED TO THE
GREATER OF 25% OF THE POLICY'S CASH VALUE IN THE FIXED ACCOUNT ON THE TRANSFER
DATE OR THE AMOUNT OF CASH VALUE TRANSFERRED FROM THE FIXED ACCOUNT IN THE
PRECEDING POLICY YEAR. Regardless of these limits, if a transfer of cash value
from the Fixed Account would reduce the remaining cash value in the Fixed
Account below $100, you may transfer the entire amount of cash value from the
Fixed Account. The total number of transfers among sub-accounts and from the
sub-accounts to the Fixed Account may not exceed four in one policy year without
NELICO's consent. NELICO currently allows 12 such transfers per policy year.
Transfers out of the Fixed Account will not be counted against this limit.
NELICO reserves the right to restrict transfers of cash value into the Fixed
Account, if the effective annual rate of interest that would apply to the amount
transferred is 4.5%.

Unless you request otherwise, a policy loan will reduce the Policy's cash
value in the sub-accounts and not the cash value in the Fixed Account. If there
is not enough cash value in the Policy's sub-accounts to provide the amount of
the loan, however, the balance of the loan will be taken from the cash value in
the Fixed Account. All loan repayments will be allocated first to the
outstanding loan balance attributable to the Fixed Account. The amount removed
from the Policy's sub-accounts and the Fixed Account as a result of a loan will
earn interest at not less than 4.5% per year (currently 4.75% per year), which
will be credited annually to the Policy's cash value in the sub-accounts and the
Fixed Account in proportion to the Policy's cash value in each on the day it is
credited.

Unless you request otherwise, partial surrenders and partial withdrawals will
be taken only from the Policy's sub-accounts and not the Fixed Account. If there
is not enough cash value in the Policy's sub-accounts to provide the full amount
requested, the balance of the partial surrender or partial withdrawal will be
taken from the Fixed Account.

NELICO has the right to delay transfers, withdrawals, surrenders, and policy
loans from the Fixed Account for up to six months. Loans to pay premiums on
policies issued by NELICO will not be delayed.

NELICO'S DISTRIBUTION AGREEMENT

NELICO sells the Policies through agents who are licensed by state insurance
officials to sell NELICO's variable life insurance policies. These agents are
also registered representatives of New England Securities. New England
Securities, a Massachusetts corporation organized in 1968, is registered with
the SEC as a broker-dealer under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers, Inc.

New England Securities, whose principal business address is 399 Boylston
Street, Boston, Massachusetts 02116, serves as the principal underwriter for the
Policies under a Distribution Agreement between NELICO and New England
Securities.

Under the Distribution Agreement, NELICO pays the following sales expenses:
general agent and agency manager's compensation, agents' training allowances,
deferred compensation and insurance benefits of agents, general agents and
agency managers and advertising expenses and all other expenses of distributing
the Policies.

NELICO pays the following commissions and/or service fees to the selling
agent: a maximum of 50% of the scheduled premium paid in the first policy year;
a maximum of 5% of scheduled premiums in policy years two through ten; and a
maximum of 2% of scheduled premiums paid thereafter. Agents receive a commission
of 3% of

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<PAGE>

each unscheduled payment. NELICO pays commissions for substandard risk and rider
premiums, based on its rules in effect at the time of payment. Agents with less
than four years of service may be compensated differently. Agents who meet
certain productivity and persistency standards in selling policies issued by
NELICO may be eligible for additional compensation. Non-cash forms of
compensation may also be paid. Sales expenses in any year are not equal to the
deduction for sales load in that year.

New England Securities distributes mutual funds, variable annuity contracts
and variable life insurance policies. It is the principal underwriter for the
Zenith Fund; The New England Variable Account; New England Retirement Investment
Account; New England Variable Annuity Separate Account; and New England Variable
Annuity Fund I. New England Securities also sells interests in various
investment partnerships.

New England Securities may enter into selling agreements with other
broker-dealers registered under the Securities Exchange Act of 1934 whose
representatives are authorized by applicable law to sell variable life insurance
policies. Under the agreements with those broker-dealers, the commission paid to
the broker-dealer will not exceed 50% of the scheduled premium in the first
policy year, 7% in the second through fifth policy years, 5% in the sixth
through tenth policy years, 2% in the eleventh through twentieth policy years
and 3% of unscheduled payments. Commissions will be paid through the registered
broker-dealer, which may also be reimbursed for portions of expenses incurred in
connection with the sale of the Policies.

LIMITS TO NELICO'S RIGHT TO CHALLENGE THE POLICY

Generally, NELICO can challenge the validity of your Policy or a rider to your
Policy based on misrepresentations made in the application. However, NELICO
cannot challenge the Policy or a rider after it has been in force, during the
insured's lifetime, for two years from the date of issue. NELICO cannot
challenge the portion of the death benefit resulting from payment of an
underwritten unscheduled payment for more than two years (during the insured's
lifetime) from the date the unscheduled payment was received.

MISSTATEMENT OF AGE OR SEX

If the insured's age or sex is misstated in the application, the Policy's cash
value and death benefit will be what the premiums paid and unscheduled payments
made would have purchased, based on the insured's correct age and, if the Policy
is sex-based, on the insured's correct sex.

SUICIDE

If the insured commits suicide within two years from the Policy's date of
issue (or less if required by state law), the death benefit will be limited to
the scheduled premiums paid and unscheduled payments made, reduced by any
outstanding policy loan plus interest and by any partial withdrawals or partial
surrenders made (or such greater amount required by state law).

TAX CONSIDERATIONS

POLICY PROCEEDS

The following discussion of Federal income tax issues relating to the Policies
is general in nature and is not intended as tax advice. It describes what NELICO
believes is the Federal income tax treatment of the Policies in the most
commonly occurring circumstances and does not reflect the effect of Federal
income taxes in all situations. In addition, there is no guarantee that the
Federal income tax laws and regulations or interpretation of them will not
change. Therefore, NELICO recommends that you consult your own tax advisor for
more complete information and advice.

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<PAGE>

DEFINITION OF LIFE INSURANCE. Section 7702 of the Internal Revenue Code
defines a life insurance contract for Federal income tax purposes.

The Section 7702 definition can be met if a life insurance contract satisfies
either one of two tests set forth in that section. The manner in which these
tests should be applied to certain features of the Policy is not directly
addressed by Section 7702 or proposed regulations issued under that section. The
presence of these Policy features, the absence of final regulations, and the
lack of other pertinent interpretations of Section 7702, thus create some
uncertainty about the application of Section 7702 to the Policy.

Nevertheless, NELICO believes that the Policy qualifies as a life insurance
contract for federal tax purposes. This means that:

. the death benefit should be fully excludable from the gross income of the
beneficiary under Section 101(a)(1) of the Code; and

. the Policy Owner should not be considered in constructive receipt of the
cash surrender value, including any increases, unless and until they are
distributed from the Policy.

Because of the absence of final regulations or any other pertinent
interpretations, it, however, is unclear whether substandard risk and automatic
issue Policies or Policies with term riders added will, in all cases, meet the
statutory life insurance contract definition. If a Policy were determined not to
be a life insurance contract for purposes of Section 7702, such Policy would not
provide most of the tax advantages normally provided by a life insurance
contract.

NELICO thus reserves the right to make changes in the Policy if such changes
are deemed necessary to attempt to assure its qualification as a life insurance
contract for tax purposes.

TAXATION OF ACCELERATED BENEFITS RIDER. NELICO believes that payments received
under any accelerated benefits rider it makes available will qualify as an
accelerated death benefit under the Internal Revenue Code. (See "Acceleration of
Death Benefit Rider" for more information regarding the rider.) If such payments
are distributions, their tax treatment would depend on whether or not the Policy
is a modified endowment contract.

TAX LAW EFFECTS ON CERTAIN PRE-DEATH DISTRIBUTIONS. Section 7702A of the Code
contains provisions affecting the tax treatment of any loan, assignment or other
pre-death distribution from a life insurance policy which is also a "modified
endowment contract" (defined below under "Modified Endowment Contracts").
Whether a Policy will be classified as a modified endowment contract will depend
upon the amount and timing of payments made under the Policy.

NON-MODIFIED ENDOWMENT CONTRACTS. For Policies not classified as modified
endowment contracts NELICO believes any policy loans received under such
Policies will be treated as indebtedness of the owner and will not be treated as
taxable income to you. This assumes that the Policy has not lapsed, been
surrendered or terminated. As a general rule, policy loan interest is not
deductible under current Federal income tax law.

You may be subject to Federal income tax upon surrender of your Policy if the
net cash surrender value of the Policy is greater than the investment in the
Policy less prior distributions from the Policy that were not taxed. If a Policy
has a policy loan and is surrendered or lapses, the policy loan is treated as a
distribution and would be taxable if there is a gain in the Policy. In that
case, the gain in the Policy would be taxable even if the Policy has no net cash
surrender value. If you incur a loss upon the surrender it is not likely to be
deductible for Federal income tax purposes.

Generally, a partial surrender of the Policy will not be taxable to you unless
it is greater than the investment in the Policy less the untaxed portions of any
prior distributions. The Internal Revenue Code does provide, however, that in
certain situations in the first 15 years of the Policy partial surrenders may be
taxable, in whole or in part, if the cash value is greater than the total
investment in the Policy less the previous untaxed distributions. This may be

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the case even if the amount of the partial surrender is less than the investment
in the Policy. The exercise of an accelerated benefits rider, in whole or in
part, may be treated as a surrender or partial surrender.

MODIFIED ENDOWMENT CONTRACTS. A modified endowment contract is a life
insurance contract which fails to satisfy a "7-pay test". In general, a Policy
will fail to satisfy the 7-pay test if the total amount (both scheduled premiums
and unscheduled payments) paid under the Policy at any time during the first
seven policy years exceeds the sum of the net level premiums that would have
been paid on or before such time if the Policy provided for paid up future
benefits after the payment of seven level annual premiums. The amount of
premiums payable under the 7-pay test are calculated based upon certain
assumptions regarding the Policy's earnings and the use of a reasonable
mortality charge. Variable Account investment experience above a 4.5% net rate
of return does not affect whether or not a Policy will become a modified
endowment contract. Riders to the policy are considered part of the Policy for
purposes of applying the 7-pay test. A term rider on the insured issued in New
York could cause the Policy to be treated less favorably for purposes of the
7-pay test. If there is a reduction in the Policy's future benefits (for
example, as a result of a partial surrender, face amount reduction or partial
exercise of the accelerated benefits rider, or because you allow the Policy to
lapse to Paid-Up Insurance) during the first seven policy years the 7-pay test
will be applied as if the Policy had originally been issued at the reduced face
amount. Any Policy received in exchange for a modified endowment contract will
also be a modified endowment contract.

Your agent can provide you with information about the maximum amount of
scheduled premiums and unscheduled payments which you can make under your Policy
during the first seven policy years and still satisfy the 7-pay test. This
information will be based upon NELICO's current understanding of the Federal tax
law. As is the case with any provision of the Internal Revenue Code, there is no
assurance that the Internal Revenue Service will agree with NELICO's
interpretation. NELICO will monitor any IRS announcements or rulings concerning
compliance with the 7-pay test.

MATERIAL CHANGES. If a "material change" in the benefits or other Policy terms
occurs under a Policy which has satisfied the 7-pay test, the Policy may be
treated as a new Policy entered into on the day on which the material change
occurred. The Policy will be retested under the 7-pay test, after making certain
adjustments to reflect the Policy's existing cash value. Any increase in future
benefits under the Policy may constitute a material change unless the increase
is due to the payment of premiums necessary to fund the Policy's lowest death
benefit payable in the first seven policy years, or the crediting of interest or
other earnings with respect to such premiums. A material change would also occur
if there were a substitution of the insured person or if certain other Policy
changes occurred.

If you do not wish to have the Policy become a modified endowment contract,
you may be required to limit the payment of premiums under the Policy at some
point. This may be the case, when the insured reaches very high ages, even if no
unscheduled payments have been made for the Policy. The point at which you may
have to limit the payment of scheduled premiums will depend upon the issue age,
sex and underwriting class of the insured, investment experience and the amount
of your previous unscheduled payments. You may limit payment of scheduled
premiums by use of the Special Premium Option, in those situations where it is
applicable, or by allowing the Policy to lapse to paid-up insurance. (See
"Special Premium Option" and "Default and Lapse Options".)

If you exchange your policy for another life insurance policy, including a
fixed-benefit policy pursuant to the 24 month exchange right, the new insurance
policy should be reviewed to determine how the rules regarding modified
endowment contracts may apply to the new policy. (See "Exchange of Policy During
First 24 Months".)

DISTRIBUTIONS UNDER MODIFIED ENDOWMENT CONTRACTS. If a Policy is a modified
endowment contract, then the following rules will apply to distributions under
such contract:

(a) Distributions will be includible in your gross income to the extent the
cash value of the Policy exceeds your investment in the Policy (i.e. will be
treated as income first).

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(b) Loans are considered distributions even if the amount borrowed is
retained by NELICO as a premium. Your investment in the Policy will be
increased by the amount of any prior loan that was included in your gross
income.

(c) A policy assignment is treated as a distribution. For example, in a
split dollar insurance plan involving a collateral assignment of the Policy,
the collateral assignment is a distribution which will subject any gain in the
Policy to taxation.

(d) For purposes of determining the amount of the distribution which is
includible in gross income, all modified endowment contracts issued by NELICO
or its affiliates to the same Policy Owner during any 12 month period must be
treated as one modified endowment contract.

(e) Payments under the accelerated benefits rider may be treated as
distributions that are subject to taxation under these rules if the payments
are from a Policy that is a modified endowment contract.

Any taxable distribution will be subject to an additional tax equal to 10% of
the taxable amount of the distribution unless the distribution is:

(a) made on or after the date when you attain age 59 1/2;

(b) is attributable to your becoming disabled; or

(c) is part of a series of substantially equal periodic payments made no
less frequently than annually for your life (or life expectancy).

If a Policy becomes a modified endowment contract, distributions made during
the policy year in which it becomes a modified endowment contract, distributions
in any subsequent policy year and distributions within two years before the
Policy becomes a modified endowment contract will be subject to the tax
treatment described above. This means that a distribution from a Policy that is
not a modified endowment contract could later become taxable as a distribution
from a modified endowment contract. In addition, regulations or other
interpretations may be issued which will apply similar tax treatment to other
distributions made in anticipation of a Policy becoming a modified endowment
contract.

OTHER POLICY OWNER TAX MATTERS. Federal and state estate, inheritance and
other tax consequences of ownership or receipt of proceeds under the Policy
depend upon the individual circumstances of each Policy Owner or beneficiary.

Section 817(h) of the Code requires the investments of the Variable Account to
be "adequately diversified" in accordance with Treasury Regulations for the
Policy to qualify as a life insurance contract under Section 7702 of the Code.
Failure to comply with the diversification requirements may result in not
treating the Policy as life insurance. If the Policy does not qualify as life
insurance, you may be subjected to immediate taxation on the incremental
increases in cash value of the Policy. Regulations specifying the
diversification requirements have been issued by the Department of Treasury, and
NELICO believes it complies fully with such requirements.

In connection with the issuance of the diversification regulations, the
Treasury Department stated that it anticipates the issuance of additional
guidance prescribing the circumstances in which an owner's control of the
investments of a separate account may cause a Policy Owner, rather than the
insurance company, to be treated as the owner of the assets in the separate
account. If a Policy Owner is considered the owner of the assets of the Separate
Account, income and gains from the Account would be included in the Owner's
gross income.

The ownership rights under the Policy are similar to, but different in certain
respects from, those described by the Internal Revenue Service in rulings in
which it determined that the owners were not owners of separate account assets.
For example, a Policy Owner has additional flexibility in allocating payments
and cash values. These differences could result in the owner being treated as
the owner of a pro rata share of the assets of the Separate Account. In
addition, NELICO does not know what standards will be set forth in the
additional guidance which the

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<PAGE>

Treasury has stated it expects to be issued. NELICO therefore reserves the right
to modify the Policy as necessary to attempt to prevent the Policy Owner from
being considered the owner of the assets of the Separate Account.

In the event that a Policy is owned by the trustee under a pension or profit
sharing plan, or similar deferred compensation arrangement, the Federal, state
and estate tax consequences of ownership or receipt of proceeds under the Policy
could differ from the principles stated herein. However, if ownership of such
Policy is transferred from the plan to a plan participant (upon termination of
employment, for example), the Policy will be subject to all of the rules
described above relating to Federal tax treatment, including the rules regarding
modified endowment contracts. Policies owned by the trustee under the plans
described above may be subject to restrictions under ERISA. You should consult a
qualified tax advisor regarding any applicable requirements of ERISA.

If the Policy is purchased as part of a pension or profit-sharing plan
qualified under Section 401 of the Code, the current cost of insurance for the
net amount at risk is treated as a "current fringe benefit" and is required to
be included annually in the plan participant's gross income. This cost
(generally referred to as the "P.S. 58" cost) is reported to the participant
annually. If the plan participant dies while covered by the plan and the Policy
proceeds are paid to the participant's beneficiary, then the excess of the death
benefit over the cash value will not be subject to Federal income tax. However,
the cash value will generally be taxable to the extent it exceeds the sum of
$5,000 plus the participant's cost basis in the Policy. The participant's cost
basis will generally include the costs of insurance previously reported as
income to the participant. Special rules may apply if the participant had
borrowed from his cash value or was an owner-employee under the plan.

There are limits on the amounts of life insurance that may be purchased on
behalf of a participant in a pension or profit-sharing plan. Complex rules, in
addition to those discussed above, apply whenever life insurance is purchased by
a tax qualified plan.

The Policies may be used in various arrangements, including nonqualified
deferred compensation or salary continuance plans, split dollar insurance plans,
executive bonus plans, retiree medical benefit plans and others. The tax
consequences of such plans may vary depending on the particular facts and
circumstances of each individual arrangement. Therefore, if you are
contemplating the use of the Policies in any arrangement the value of which
depends in part on its tax consequences, you should be sure to consult a
qualified tax advisor regarding the tax attributes of the particular
arrangement.

NELICO believes that Policies subject to the provisions of the Puerto Rican
tax law will generally receive the same tax treatment as that described above
for Policies subject to the Internal Revenue Code. You should note that Policies
governed by the Puerto Rican tax law are not currently subject to the
above-described rules regarding modified endowment contracts. If such a Policy
becomes subject to the Internal Revenue Code, however, the rules regarding
modified endowment contracts will apply, and they may apply retroactively. You
should consult your tax advisor if a Policy governed by the Puerto Rican tax law
subsequently becomes subject to the Internal Revenue Code.

CHARGE FOR NELICO'S INCOME TAXES

Under current Federal income tax law no tax is imposed on NELICO as a result
of the operations of the Variable Account. Thus, no charge is being made
currently to the Variable Account for company Federal income taxes, except for
the charge for federal taxes that is deducted from scheduled premiums and
unscheduled payments. NELICO reserves its rights to charge the Variable Account
for company Federal income taxes in the future.

Under current laws NELICO may incur state and local taxes (in addition to
premium taxes) in several states. At present these taxes are not significant
and, accordingly, NELICO is not currently making a charge for them. If they
increase, however, charges for such taxes attributable to the Variable Account
may be made.

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<PAGE>

MANAGEMENT

The directors and executive officers of NELICO and their principal business
experience during the past five years are:

DIRECTORS OF NELICO

<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRINCIPAL BUSINESS EXPERIENCE
BUSINESS ADDRESS DURING THE PAST FIVE YEARS
------------------ -----------------------------
<S> <C>
Robert A. Shafto . . Chairman, President and Chief Executive Officer of
NELICO since 1996. Formerly, Chairman, President and
Chief Executive Officer of The New England 1993-1996;
President and Chief Executive Officer, 1992 to 1993,
President and Chief Operating Officer, 1990 to 1992,
of The New England.
Susan C. Crampton . . Director of NELICO since 1996; serves as Principal of
127 Tarbox Road The Vermont Partnership, a business consulting firm
Jericho, VT 05465 located in Jericho, Vermont since 1989. Formerly,
Director of The New England 1989-1996.
Edward A. Fox . . . . Director of NELICO since 1996; Private Investor,
RR Box 67-15 Harborside, ME. Formerly, Director of The New England
Harborside, ME 04642 1994-1996; Dean of The Amos Tuck School of Business
Administration at Dartmouth College from 1990-1994.
George J. Goodman . . Director of NELICO since 1996; Author, television
Adam Smith's Money journalist, and editor.
World
45 W. 45th Street
New York, NY
10036-4602
Dr. Paul E. Gray . . Director of NELICO since 1996; Chairman of the
MIT Corporation of the Massachusetts Institute of
77 Massachusetts Technology (MIT) since 1990. Formerly, Director of The
Avenue New England 1973-1996.
Cambridge, MA 02139
Dr. Evelyn E.
Handler . . . . . . Director of NELICO since 1996; Executive Director and
California Academy of Chief Executive Officer of the California Academy of
Sciences Sciences since 1991. Formerly, Director of The New
Golden Gate Park England 1987-1996.
San Francisco, CA
94118
Philip K. Howard,
Esq. . . . . . . . . Director of NELICO since 1996; Partner of the law firm
Howard, Darby & Levin of Howard, Darby & Levin in New York City.
1330 Avenue of the
Americas
New York, NY 10019
Harry P. Kamen . . . Director of NELICO since 1996; Chairman, President, and
Metropolitan Life Chief Executive Officer of Metropolitan Life Insurance
One Madison Avenue Company since 1995. Formerly, Chairman and CEO of
New York, NY 10010 MetLife 1993-1995; Senior Executive Vice President
1991-1993.
Terence Lennon . . . Director of NELICO since 1996. Senior Vice President of
Metropolitan Life Metropolitan Life Insurance Company since 1994.
Insurance Company Formerly, Assistant Deputy Superintendent and Chief
One Madison Avenue Examiner of the New York Insurance Department
New York, NY 10010 1984-1994.
Bernard A.
Leventhal . . . . . Director of NELICO since 1996; Vice Chairman of the
Burlington Industries Board of Directors of Burlington Industries, Inc.
1345 Avenue of the Formerly, President of the Burlington Menswear
Americas Division since 1978. Corporate Group Vice President
New York, NY 10105 since 1985 and Director since 1990.
Thomas J. May . . . . Director of NELICO since 1996; Chairman, President and
Boston Edison Company Chief Executive Officer of Boston Edison Company since
800 Boylston Street 1994. Formerly, Director of The New England 1994-1996;
Boston, MA 02199 President and Chief Operating Officer of Boston Edison
Co., 1993-1994; Executive Vice President 1990-1993.
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRINCIPAL BUSINESS EXPERIENCE
BUSINESS ADDRESS DURING THE PAST FIVE YEARS
------------------ -----------------------------
<S> <C>
Stewart G. Nagler . . Director of NELICO since 1996. Senior Executive Vice
Metropolitan Life President and Chief Financial Officer of Metropolitan
Insurance Company Life Insurance Company since 1986.
One Madison Avenue
New York, NY 10010
Rand N. Stowell . . . Director of NELICO since 1996; He is President of
United Timber Corp. United Timber Corp. of Dixfield, Maine. Formerly,
P.O. Box 650 Director of The New England 1990-1996.
Pine Street
Dixfield, ME 04224
Alexander B.
Trowbridge . . . . . Director of NELICO since 1996; President of Trowbridge
Trowbridge Partners Partners, Inc. in Washington, D.C. Formerly, Director
Inc. of The New England 1983-1996.
1317 F Street, N.W.,
Suite 500
Washington, D.C.
20004
</TABLE>

EXECUTIVE OFFICERS OF NELICO
OTHER THAN DIRECTORS

<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE
NAME DURING THE PAST FIVE YEARS
---- -----------------------------
<S> <C>
Robert A. Shafto . . See Directors above.
James P. Bossert . . Vice President and Controller of NELICO since 1996.
Formerly, Vice President and Controller 1993-1996;
Vice President 1991-1993 of The New England.
Rodney J. Chandler . Second Vice President and Chief Actuary of NELICO since
1996. Formerly, Second Vice President and Actuary of
The New England since 1990.
Thom A. Faria . . . . President, Career Agency System (a business unit of
NELICO) since 1996. Executive Vice President in 1996;
Senior Vice President, 1993-1996; Vice President,
1986-1993 of The New England.
Chester R. Frost . . Senior Vice President and Treasurer of NELICO since
1996. Formerly, Senior Vice President since 1980 and
Treasurer since 1996 of The New England.
Edward C. Hall . . . President, New England Services (a business unit of
NELICO) since 1996. Formerly, President, New England
Services (a business unit of The New England)
1994-1996, Executive Vice President--Client Services,
1988 to 1994, of The New England.
Daniel D. Jordan . . Second Vice President, Counsel and Secretary since
1996. Formerly, Counsel and Assistant Secretary of The
New England, 1990-1996.
Bruce C. Long . . . . President, New England Annuities (a business unit of
NELICO) since 1996. Formerly, President, New England
Annuities (a business unit of The New England)
1994-1996; Senior Vice President, New England
Annuities in 1994; Vice President, Keyport Life
Insurance 1992-1994; General Director, John Hancock
Insurance 1990-1992.
Robert W. Powell . . President, Life Brokerage (a business unit of NELICO)
since 1996. Formerly, Officer-In-Charge of MetLife
Brokerage (a subsidiary of Metropolitan Life Insurance
Company) 1994-1996; Marketing Vice President
1988-1994.
Gregory A. Ross . . . President, TNE Information Services (a business unit of
NELICO) since 1996. Formerly, President, TNE
Information Services (a business unit of The New
England) and Chief Information Officer of The New
England, 1994-1996; Senior Vice President and Chief
Information Officer 1993-1994; Vice President,
1991-1993 of The New England. President of TNE
Information Services, Inc.
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE
NAME DURING THE PAST FIVE YEARS
---- -----------------------------
<S> <C>
Robert E. Schneider . Executive Vice President and Chief Financial Officer of
NELICO since 1996. Formerly, Director, Executive Vice
President and Chief Financial Officer, 1993 to 1996;
Executive Vice President and Chief Financial Officer,
1990-1993, of The New England.
H. James Wilson . . . Executive Vice President and General Counsel of NELICO
since 1996. Formerly, Executive Vice President and
General Counsel of The New England, 1993-1996; Senior
Vice President and General Counsel, 1992 to 1993,
Senior Vice President and Associate General Counsel,
1990 to 1992, of The New England.
John W. Wright . . . President, New England Employee Benefits Group (a
business unit of NELICO) since 1996. Formerly,
President, New England Employee Benefits Group (a
business unit of The New England), 1993-1996; Senior
Vice President of New England Employee Benefits Group,
1989-1993 of The New England.
Frederick K. Executive Vice President and Chief Investment Officer
Zimmermann . . . . . of NELICO since 1996. Formerly, Executive Vice
President and Chief Investment Officer of The New
England 1993-1996; Senior Vice President--Investments,
1989 to 1993, of The New England.
</TABLE>

The principal business address for each of the directors and executive
officers is the same as NELICO's except where indicated otherwise.

VOTING RIGHTS

NELICO is the legal owner of the Eligible Fund shares held in the Variable
Account and has the right to vote those shares at meetings of the Eligible Fund
shareholders. However, to the extent required by applicable Federal securities
law, NELICO will give you, as Policy Owner, the right to instruct NELICO how to
vote the shares that are attributable to your Policy.

The Policy Owners who are entitled to give voting instructions and the number
of shares attributable to their Policies will be determined as of the record
date for the meeting. All Eligible Fund shares held in any sub-account of the
Variable Account, or in any other registered (or to the extent voting privileges
are granted by the issuing insurance company, unregistered) separate account of
NELICO or an affiliate, and for which timely instructions are not received, will
be voted in the same proportion as (i) the aggregate cash value of policies
giving instructions, respectively, to vote for, against, or withhold votes on a
proposition, bears to (ii) the total cash value in that sub-account for all
policies for which voting instructions are received. No voting privileges apply
to Policies continued under a fixed-benefit lapse option or with respect to cash
value removed from the Variable Account as a result of a policy loan.

All Zenith Fund shares held by the general account (or any unregistered
separate account for which voting privileges were not extended) of NELICO or its
affiliates will be voted in the same proportion as the total of (i) shares for
which voting instructions were received and (ii) the shares that are voted in
proportion to such voting instructions.

The SEC requires the Eligible Fund Boards of Trustees to monitor events to
identify conflicts that may arise from the sale of Eligible Fund shares to
variable life and variable annuity separate accounts of affiliated an, if
applicable, unaffiliated insurance companies. Conflicts could arise as a result
of changes in state insurance law or Federal income tax law, changes in
investment management of any portfolio of the Eligible Funds, or differences in
voting instructions given by variable life and variable annuity contract owners,
for example. If there is a material conflict, the Board of Trustees will have an
obligation to determine what action should be taken, including the

A-49
<PAGE>

removal of the affected sub-accounts from the Eligible Fund(s), if necessary. If
NELICO believes any Eligible Fund action is insufficient, NELICO will consider
taking other action to protect Policy Owners. There could, however, be
unavoidable delays or interruptions of operations of the Variable Account that
NELICO may be unable to remedy.

If required by state insurance authorities, NELICO may disregard voting
instructions if they would require that shares be voted to cause a change in the
investment objectives of the portfolios of the Eligible Funds or to approve or
disapprove an investment advisory or underwriting contract for a portfolio. In
addition, NELICO may disregard voting instructions in favor of changes,
initiated by a Policy Owner or an Eligible Fund's Board of Trustees, in the
investment policy, investment adviser or principal underwriter of the Eligible
Fund portfolio if NELICO (i) reasonably disapproves of the changes and (ii) in
the case of a change in investment policy or investment adviser, makes a good
faith determination that the proposed change is contrary to state law or is
prohibited by state regulatory authorities or that the change would be
inconsistent with a sub-account's investment objectives or would result in the
purchase of securities which vary from the general quality and nature of
investments and investment techniques utilized by other separate accounts of
NELICO or of an affiliated life insurance company, which separate accounts have
investment objectives similar to those of the sub-account. If NELICO does
disregard voting instructions, a summary of that action and the reasons for it
will be included in the next semiannual report to Policy Owners.

RIGHTS RESERVED BY NELICO

NELICO and its affiliates may change the voting procedures described above,
and may vote Eligible Fund shares in their own right without instructions from
policy owners, if the applicable Federal securities laws or regulations or
interpretations of them change. NELICO also reserves the right: (1) to create
new investment accounts; (2) to combine any two or more separate investment
accounts including the Variable Account; (3) to make available additional
sub-accounts of the Variable Account investing in additional Eligible Fund
portfolios or in portfolios of other mutual funds; (4) to invest the assets of
the Variable Account in securities other than Eligible Fund shares or in shares
of a different series of the Eligible Funds as a substitute for such shares
already purchased or as the securities to be purchased in the future, to
withdraw the availability of a series of the Eligible Funds as an investment
option under the Policies, or to transfer assets to NELICO's general account as
permitted by applicable law; (5) to operate the Variable Account as a management
investment company under the Investment Company Act of 1940 or in any other form
permitted by law; and (6) to deregister the Variable Account under the
Investment Company Act of 1940 if registration is no longer required. NELICO
will exercise these rights in accordance with applicable law, including approval
of Policy Owners if required. NELICO will notify you if exercise of any of these
rights would result in a material change in the Variable Account or its
investments.

TOLL-FREE NUMBERS

For information about historical values of the Variable Account sub-accounts,
call the toll-free number 1-800-333-2501.

For sub-account transfers or premium reallocations, call the toll-free number
1-800-200-2214.

REPORTS

Annually (except while the Policy is under a fixed lapse option or a
settlement option), NELICO will send you a statement showing your Policy's death
benefit, cash value and any outstanding policy loan principal. NELICO will also
confirm policy loans, sub-account transfers, lapses, surrenders and other policy
transactions when they occur.

You will be sent semiannual reports containing the financial statements of the
Variable Account and the Eligible Funds.

A-50
<PAGE>

ADVERTISING PRACTICES

NELICO may from time to time receive endorsements of the Policies from
professional organizations. NELICO may refer to or use such endorsements in
advertisements or sales material for the Policies. NELICO may also pay the
professional organization making the endorsement for the use of its customer or
mailing lists in order to distribute promotional materials regarding the
Policies. An endorsement of the Policies by a third party is not necessarily
indicative of the future performance or results which may be obtained by persons
who purchase the Policies.

From time to time, articles discussing the Variable Account's investment
experience, performance rankings and other characteristics may appear in
national publications. Some or all of these publishers or ranking services
(including, but not limited to Lipper Analytical Services, Inc. and Morningstar,
Inc.) may publish their own rankings or performance reviews of variable contract
separate accounts, including the Variable Account. References to, reprints or
portions of reprints of such articles or rankings may be used by NELICO as sales
literature or advertising material and may include rankings that indicate the
names of other variable contract separate accounts and their investment
experience.

Articles and releases, developed by NELICO, the Eligible Funds and other
parties, about the Variable Account or the Eligible Funds regarding individual
Eligible Funds' and fund groups' asset levels and sales volumes, statistics and
analyses of industry sales volume and asset levels, and other characteristics
may appear in various publications. References to or reprints of such articles
may be used in promotional literature for the Policies or the Variable Account.
Such literature may refer to personnel of the advisers, who have portfolio
management responsibility, and their investment style. The reference may allude
to or include excerpts from articles appearing in the media.

The advertising and sales literature for the Policies and the Variable Account
may refer to historical, current and prospective economic trends.

In addition, sales literature may be published concerning topics of general
investor interest for the benefit of registered representatives and prospective
Policy Owners. These materials may include, but are not limited to, discussions
of college planning, retirement planning, reasons for investing and historical
examples of the investment performance of various classes of securities,
securities markets and indices.

LEGAL MATTERS

Legal matters in connection with the Policies described in this prospectus
have been passed on by H. James Wilson, General Counsel of NELICO. Sutherland,
Asbill & Brennan, L.L.P., Washington. D.C., has provided advice on certain
matters relating to the Federal securities laws.

REGISTRATION STATEMENT

This prospectus omits certain information contained in the Registration
Statement which has been filed with the SEC. Copies of such additional
information may be obtained from the SEC upon payment of the prescribed fee.

EXPERTS

The financial statements of New England Life Insurance Company and of the
Variable Account included in this prospectus, have been included herein in
reliance on the report of L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.

Actuarial matters included in this prospectus have been examined by
F.S.A., M.A.A.A., Chief Actuary of NELICO, as stated in his opinion filed as an
exhibit to the Registration Statement.

A-51
<PAGE>

APPENDIX A

ILLUSTRATIONS OF DEATH BENEFITS,
CASH VALUES, NET CASH VALUES AND ACCUMULATED SCHEDULED PREMIUMS

The tables in Appendix A illustrate the way the Policies operate. They show
how the death benefit, net cash value and cash value could vary over an extended
period of time assuming hypothetical gross rates of return (i.e. investment
income and capital gains and losses, realized or unrealized) for the Variable
Account equal to constant after tax annual rates of 0%, 6% and 12%. The tables
are based on face amounts of $100,000 and $250,000 for a male aged 40. The
insured is assumed to be in the nonsmoker standard risk classification for the
$100,000 Policy and in the nonsmoker preferred risk classification for the
$250,000 Policy. Values are first given based on current mortality and other
Policy charges and then based on guaranteed mortality and other Policy charges.
The illustrations based on current charges for the $250,000 face amount reflect
the lower charges that apply to a Policy of that size. The $100,000 Policy is
assumed not to be eligible for NELICO's currently applicable charge reductions.
Each illustration is given first for a Policy with an Option 1 death benefit and
then for a Policy with an Option 2 death benefit. These tables may assist in the
comparison of death benefits, net cash values and cash values for the Policies
with those under other variable life insurance policies which may be issued by
NELICO or other companies. (Substandard risk Policies and automatic issue
Policies have the same basic scheduled premiums and cost of insurance rates as
standard smoker and nonsmoker Policies but require an additional premium.)

Death benefits, net cash values and cash values for a Policy would be
different from the amounts shown if the actual gross rates of return averaged
0%, 6% or 12%, but varied above and below that average for the period, if
scheduled premiums were paid at other than annual intervals, or if unscheduled
payments were made. They would also be different depending on the allocation of
cash value among the Variable Account's sub-accounts, if the actual gross rate
of return for all sub-accounts averaged 0%, 6% or 12%, but varied above or below
that average for individual sub-accounts. They would also differ if any policy
loan were made during the period of time illustrated, if the insured were female
or in another risk classification, or if the Policies were issued at unisex
rates.

The death benefits, net cash values and cash values shown in the tables
reflect: (i) deductions from annual premiums for the annual administrative
charge, sales charge and state and federal premium tax charge; and (ii) a
monthly deduction (consisting of an administrative charge and a minimum death
benefit guarantee charge) and a charge for the cost of insurance that are
deducted from the cash value on the first day of each policy month. The net cash
values reflect a surrender charge that is deducted from the cash value upon
surrender, face reduction or lapse during the first 11 policy years. The death
benefits, net cash values and cash values also reflect a daily charge assessed
against the Variable Account for mortality and expense risks equivalent to an
annual charge of .60% (on a current basis) and .90% (on a guaranteed basis) of
the average daily value of the assets in the Variable Account attributable to
the Policies. (See "Charges and Expenses".) The illustrations are based on an
average of the investment advisory fees and operating expenses incurred by the
Eligible Funds, at an annual rate of .78% of the average daily net assets of the
Eligible Funds. This average reflects voluntary expense cap and expense deferral
arrangements between TNE Advisers and the Zenith Fund under which TNE Advisers
bears operating expenses of the Zenith Fund Series (other than the Capital
Growth Series) that exceed certain amounts. TNE Advisers could terminate the
expense cap and expense deferral arrangements at any time. If TNE Advisers
terminates these arrangements, the values illustrated on the following pages
could be less. (See "Charges Against the Eligible Funds and the Sub-Accounts of
the Variable Account" and "Investment Management".)

Taking account of the charges for mortality and expense risks in the Variable
Account and the average investment advisory fee and operating expenses of the
Eligible Funds, the gross annual rates of return of 0%, 6% and 12% correspond to
net investment experience at constant annual rates of -1.37%, 4.55% and 10.46%,
respectively, based on NELICO's current charge for mortality and expense risks,
and -1.67%, 4.23% and 10.13%, respectively, based on NELICO's guaranteed maximum
charge for mortality and expense risks. (See "Net Investment Experience".)

The hypothetical rates of return shown in the tables do not reflect any tax
charges attributable to the Variable Account since no such charges are currently
made. If any such charges are imposed in the future, the gross annual

A-52
<PAGE>

rate of return would have to exceed the rates shown by an amount sufficient to
cover the tax charges, in order to produce the death benefits, net cash values
and cash values illustrated. (See "Charges for NELICO's Income Taxes".)

The second column of each table shows the amount which would accumulate if an
amount equal to the annual premium were invested to earn interest, after taxes,
of 5% per year, compounded annually.

The internal rate of return on net cash value is equivalent to an interest
rate (after taxes) at which an amount equal to the illustrated premiums could
have been invested outside the Policy to arrive at the net cash value of the
Policy. The internal rate of return on the death benefit is equivalent to an
interest rate (after taxes) at which an amount equal to the illustrated premiums
could have been invested outside the Policy to arrive at the death benefit of
the Policy. The internal rate of return is compounded annually, and the premiums
are assumed to be paid at the beginning of each policy year.

NELICO will furnish upon request an illustration reflecting the proposed
insured's age, sex, underwriting classification, and the face amount or
scheduled premium requested. Where applicable, NELICO will also furnish upon
request an illustration for a Policy which is not affected by the sex of the
insured.

A-53
<PAGE>

MALE ISSUE AGE 40

$ ANNUAL PREMIUM FOR NON-SMOKER STANDARD UNDERWRITING RISK

$100,000 FACE AMOUNT

OPTION 1--FIXED DEATH BENEFIT

THIS ILLUSTRATION IS BASED ON CURRENT COST OF INSURANCE RATES.

<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE INTERNAL RATE OF RETURN
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ON NET CASH VALUE
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL ASSUMING HYPOTHETICAL GROSS
END OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY INTEREST ---------------------- ---------------------- ---------------------- ----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------ ----------- ------ ------ ------ ------ ------ ------ ------ ------ ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1
2
3
4
5

6
7
8
9
10

15
20
25
30
<CAPTION>
INTERNAL RATE OF RETURN
ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL RATE OF RETURN OF
POLICY ----------------------------
YEAR 0% 6% 12%
- ------ -------- -------- ----------
<S> <C> <C> <C>
1
2
3
4
5

6
7
8
9
10

15
20
25
30
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL GROSS ANNUAL RATES OF RETURN SHOWN ABOVE
AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED
A REPRESENTATION OF PAST OR FUTURE GROSS ANNUAL RATES OF RETURN. ACTUAL GROSS
RATES OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY A POLICY OWNER, THE
FREQUENCY OF PREMIUM PAYMENTS CHOSEN BY A POLICY OWNER, AND THE INVESTMENT
EXPERIENCE OF THE POLICY'S SUB-ACCOUNTS. THE DEATH BENEFIT, CASH VALUE AND NET
CASH VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS
ANNUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A PERIOD YEARS, BUT VARIED
ABOVE OR BELOW THAT AVERAGE DURING THE PERIOD. THEY WOULD ALSO BE DIFFERENT IF
ANY POLICY LOAN WERE MADE DURING THE PERIOD. NO REPRESENTATIONS CAN BE MADE BY
NEVLICO OR THE ELIGIBLE FUNDS THAT THOSE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

A-54
<PAGE>

MALE ISSUE AGE 40

$ ANNUAL PREMIUM FOR NON-SMOKER STANDARD UNDERWRITING RISK

$100,000 FACE AMOUNT

OPTION 2--VARIABLE DEATH BENEFIT

THIS ILLUSTRATION IS BASED ON CURRENT COST OF INSURANCE RATES.

<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE INTERNAL RATE OF RETURN
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ON NET CASH VALUE
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL ASSUMING HYPOTHETICAL GROSS
END OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY INTEREST ---------------------- ---------------------- ---------------------- ----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------ ----------- ------ ------ ------- ------ ------ ------- ------ ------ ------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1
2
3
4
5

6
7
8
9
10

15
20
25
30
</TABLE>

A-55
<PAGE>

MALE ISSUE AGE 40

$ ANNUAL PREMIUM FOR NON-SMOKER STANDARD UNDERWRITING RISK

$100,000 FACE AMOUNT

OPTION 1--FIXED DEATH BENEFIT

THIS ILLUSTRATION IS BASED ON GUARANTEED MAXIMUM COST OF INSURANCE RATES.

<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE INTERNAL RATE OF RETURN
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ON NET CASH VALUE
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL ASSUMING HYPOTHETICAL GROSS
END OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY INTEREST ---------------------- ---------------------- ---------------------- ----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------ ----------- ------ ------ ------- ------ ------ ------- ------ ------ ------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 2,100
2 4,305
3 6,620
4 9,051
5 11,604

6 14,284
7 17,098
8 20,053
9 23,156
10 26,414

15 45,315
20 69,439
25 100,227
30 139,522
<CAPTION>
INTERNAL RATE OF RETURN
ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL RATE OF RETURN OF
POLICY ----------------------------
YEAR 0% 6% 12%
- ------ -------- -------- -----------
<S> <C> <C> <C>
1
2
3
4
5

6
7
8
9
10

15
20
25
30
</TABLE>

A-56
<PAGE>

MALE ISSUE AGE 40

$ ANNUAL PREMIUM FOR NON-SMOKER STANDARD UNDERWRITING RISK

$100,000 FACE AMOUNT

OPTION 2--VARIABLE DEATH BENEFIT

THIS ILLUSTRATION IS BASED ON GUARANTEED MAXIMUM COST OF INSURANCE RATES.

6
7
8
9
10

15
20
25
30
</TABLE>

A-57
<PAGE>

MALE ISSUE AGE 40

$ ANNUAL PREMIUM FOR NON-SMOKER PREFERRED UNDERWRITING RISK

$250,000 FACE AMOUNT

OPTION 1--FIXED DEATH BENEFIT

THIS ILLUSTRATION IS BASED ON CURRENT COST OF INSURANCE RATES.

<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE INTERNAL RATE OF RETURN
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ON NET CASH VALUE
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL ASSUMING HYPOTHETICAL GROSS
END OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY INTEREST ---------------------- ---------------------- ---------------------- ----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------ ----------- ------ ------ ------- ------ ------ ------- ------ ------ ------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1
2
3
4
5

6
7
8
9
10

15
20
<CAPTION>
INTERNAL RATE OF RETURN
ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS
END OF ANNUAL RATE OF RETURN OF
POLICY ----------------------------
YEAR 0% 6% 12%
- ------ -------- -------- -----------
<S> <C> <C> <C>
1
2
3
4
5

6
7
8
9
10

15
20
</TABLE>

A-58
<PAGE>

MALE ISSUE AGE 40

$ ANNUAL PREMIUM FOR NON-SMOKER PREFERRED UNDERWRITING RISK

$250,000 FACE AMOUNT

OPTION 2--VARIABLE DEATH BENEFIT

THIS ILLUSTRATION IS BASED ON CURRENT COST OF INSURANCE RATES.

6
7
8
9
10

15
20
</TABLE>

A-59
<PAGE>

MALE ISSUE AGE 40

$ ANNUAL PREMIUM FOR NON-SMOKER PREFERRED UNDERWRITING RISK

$250,000 FACE AMOUNT

OPTION 1--FIXED DEATH BENEFIT

THIS ILLUSTRATION IS BASED ON GUARANTEED MAXIMUM COST OF INSURANCE RATES.

6
7
8
9
10

15
20
</TABLE>

A-60
<PAGE>

MALE ISSUE AGE 40

$ ANNUAL PREMIUM FOR NON-SMOKER PREFERRED UNDERWRITING RISK

$250,000 FACE AMOUNT

OPTION 2--VARIABLE DEATH BENEFIT

THIS ILLUSTRATION IS BASED ON GUARANTEED MAXIMUM COST OF INSURANCE RATES.

6
7
8
9
10

15
20
</TABLE>

A-61
<PAGE>

APPENDIX B INVESTMENT EXPERIENCE INFORMATION

The information contained in this Appendix gives hypothetical illustrations of
the Variable Account's and the Policy's investment experience based on the
historical investment experience of the Eligible Funds. It does not represent
what may happen in the future.

The policies were not available until , 1997. The Zenith Fund and the
Variable Account commenced operations on August 26, 1983. The Westpeak Stock
Index and Back Bay Advisors Managed Series of the Zenith Fund commenced
operations on May 1, 1987. The Westpeak Growth and Income Series and Loomis
Sayles Avanti Growth Series of the Zenith Fund commenced operations on April 30,
1993. The Loomis Sayles Small Cap Series commenced operations on May 2, 1994 and
was made available under the Policies on December 19, 1994. The remaining Zenith
Fund series commenced operations on October 31, 1994 and were made available
under the Policies on May 1, 1995. The Equity-Income Portfolio and Overseas
Portfolio of the VIP Fund commenced operations on October 9, 1986 and January
28, 1987, respectively. They were first made available as investment options
under the Policies on April 30, 1993. The High Income Portfolio of the VIP Fund
and the Asset Manager Portfolio of VIP Fund II commenced operations on September
19, 1985 and September 6, 1989, respectively, and were added as investment
options on December 19, 1994. The illustrations are based on the actual
investment experience of the relevant Eligible Funds for the periods shown (and
reflect actual charges and expenses incurred by the Eligible Funds), and reflect
a charge for mortality and expense risks against the Variable Account's assets
at an annual rate of .60%. The illustrations assume that annual scheduled
premiums are paid at the beginning of each year and that no loans, transfers or
other Policy Owner transactions were made during the periods shown.

VARIABLE ACCOUNT INVESTMENT EXPERIENCE

The Policies are supported by the Variable Account which invests in the
Eligible Funds. The investment experience of the sub-account or sub-accounts you
choose will affect the values and benefits of your Policy.

Many factors in addition to investment experience will affect the actual
values and benefits of your Policy. For instance, these investment experience
figures do not reflect the charges deducted from premiums and monthly deductions
from the cash value. (See "Charges and Expenses".)

NET RATES OF RETURN

The annual net rate of return is the effective earnings rate at which the
investment sub-accounts increased or decreased over a one year period, based on
the investment experience of the relevant Eligible Funds. The rate is calculated
by taking the difference between the sub-accounts' ending values and beginning
values of the period and dividing it by the beginning values of the period.

The effective annual net rate of return since inception is the annualized
effective interest rate at which the sub-accounts increased or decreased since
the inception dates of the sub-accounts. For each sub-account, the rate is
calculated by taking the difference between the sub-account's ending value and
the value on the date of its inception and dividing it by the value on the date
of inception. This result is the total net rate of return since inception
("Total Return"). The effective annual net rate of return is the rate which, if
compounded annually, would equal the total net rate of return since inception.

SUB-ACCOUNT INVESTING IN ZENITH FUND

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
------------------------------------------------------------------------------------------------------------
FOR ONE YEAR ENDING
8/26/83- --------------------------------------------------------------------------------------------------
SUB-ACCOUNT 12/31/83 12/31/84 12/31/85 12/31/86 12/31/87 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93
- ----------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Capital
Growth* . . . 8.64% -.96% 67.09% 94.04% 51.79% -9.34% 29.98% -4.06% 53.06% -6.61% 14.28%
Bond Income . . 2.83% 12.10 18.05 14.15 1.65 7.72 11.63 7.44 17.25 7.53 11.94
Money Market . 3.08% 9.96 7.61 6.16 5.89 6.87 8.60 7.54 5.58 3.18 2.36
<CAPTION>

8/26/83- 8/26/83-
12/31/96 12/31/96
TOTAL EFFECTIVE
SUB-ACCOUNT 12/31/94 12/31/95 RETURN ANNUAL
- ----------- -------- -------- -------- -----------
<S> <C> <C> <C> <C>
Capital
Growth* . . . -7.62% 37.21% % %
Bond Income . . -3.94 20.47
Money Market . 3.35 5.07
</TABLE>

A-62
<PAGE>

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
------------------------------------------------------------------------------------------------ 5/1/87-
FOR ONE YEAR ENDING 12/31/96
5/1/87- ------------------------------------------------------------------------------------- TOTAL
SUB-ACCOUNT 12/31/87 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 RETURN
- ----------- --------- --------- --------- --------- --------- --------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Stock Index -12.55% 15.65% 29.37% -4.72% 29.65% 6.65% 9.07% .51% 36.10%
Managed . . -1.06% 8.83 18.37 2.59 19.45 6.06 9.99 -1.70 30.48
<CAPTION>

5/1/87-
12/31/96
EFFECTIVE
SUB-ACCOUNT ANNUAL
- ----------- ---------
<S> <C>
Stock Index
Managed . .
</TABLE>

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
----------------------------- 4/30/93- 4/30/93-
FOR ONE YEAR ENDING 12/31/96 12/31/96
4/30/93- -------------------- TOTAL EFFECTIVE
SUB-ACCOUNT 12/31/93 12/31/94 12/31/95 RETURN ANNUAL
- ----------- -------- --------- --------- -------- -----------
<S> <C> <C> <C> <C> <C>
Growth and Income . . . . . . . . . . . . . . . . . . . . . . . . . . 13.78% -1.80% 35.65%
Avanti Growth . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.28 -.87 29.57
</TABLE>

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
----------------------------- 5/2/94- 5/2/94-
FOR ONE YEAR ENDING 12/31/96 12/31/96
5/2/94- ------------------- TOTAL EFFECTIVE
SUB-ACCOUNT 12/31/94 12/31/95 RETURN ANNUAL
- ----------- -------- ------------------- -------- -----------
<S> <C> <C> <C> <C>
Small Cap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3.61% 28.08%
</TABLE>

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
------------------------------ 10/31/94- 10/31/94-
FOR ONE YEAR ENDING 12/31/96 12/31/96
10/31/94- ------------------- TOTAL EFFECTIVE
SUB-ACCOUNT 12/31/94 12/31/95 RETURN ANNUAL
- ----------- --------- ------------------- --------- -----------
<S> <C> <C> <C> <C>
Equity Growth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -4.29% 47.81%
Balanced . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -.20 24.05
Venture Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -3.60 38.45
International Equity . . . . . . . . . . . . . . . . . . . . . . . . . . 2.50 5.60
</TABLE>

- ---------
*Rates of return reflect the Capital Growth Series' former investment advisory
fee of .50% of average daily net assets for the period through December 31,
1987 and its current advisory fee schedule thereafter.

SUB-ACCOUNTS INVESTING IN VARIABLE INSURANCE PRODUCTS FUND

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
-------------------------------------------------------------------------------------------------- 10/9/86-
FOR ONE YEAR ENDING 12/31/96
10/9/86- ---------------------------------------------------------------------------------------- TOTAL
SUB-ACCOUNT 12/31/86 12/31/87 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 RETURN
- ----------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Equity-
Income . . . .06% -3.08% 21.98% 16.64% -15.80% 31.07% 16.39% 17.59% 6.43% 34.29%
<CAPTION>

10/9/86-
12/31/96
EFFECTIVE
SUB-ACCOUNT ANNUAL
- ----------- -----------
<S> <C>
Equity-
Income . . .
</TABLE>

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
---------------------------------------------------------------------------------------- 1/28/87- 1/28/87-
FOR ONE YEAR ENDING 12/31/96 12/31/96
1/28/87- ------------------------------------------------------------------------------ TOTAL EFFECTIVE
SUB-ACCOUNT 12/31/87 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 RETURN ANNUAL
- ----------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Overseas . -5.90% 7.48% 25.53% -2.26% 7.79% -11.12% 36.53% 1.12% 9.02%
</TABLE>

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
------------------------------------------------------------------------------------------------------------
FOR ONE YEAR ENDING
9/19/85- --------------------------------------------------------------------------------------------------
SUB-ACCOUNT 12/31/85 12/31/86 12/31/87 12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
- ----------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High
Income . . 6.20% 16.98% 0.61% 10.97% -4.75% -2.82% 34.27% 22.43% 19.68% -2.13% 19.88%
<CAPTION>

9/19/85- 9/19/85-
12/31/96 12/31/96
TOTAL EFFECTIVE
SUB-ACCOUNT RETURN ANNUAL
- ----------- -------- -----------
<S> <C> <C>
High
Income . .
</TABLE>

SUB-ACCOUNT INVESTING IN VARIABLE INSURANCE PRODUCTS FUND II

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
-------------------------------------------------------------------- 9/6/89- 9/6/89-
FOR ONE YEAR ENDING 12/31/96 12/31/96
9/6/89- ---------------------------------------------------------- TOTAL EFFECTIVE
SUB-ACCOUNT 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 RETURN ANNUAL
- ----------- -------- -------- -------- -------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Asset Manager . . . . .62% 6.08% 21.83% 11.04% 20.51% -6.65% 16.26%
</TABLE>

A-63
<PAGE>

POLICY PERFORMANCE

The material below assumes, in the first example, a Policy with an Option 1
death benefit was issued with a $100,000 face amount and annual premiums of $
, paid on August 26 of each year (May 1 in the case of the Zenith Stock Index
and Managed Sub-Accounts; May 2 in the case of the Zenith Small Cap Sub-Account;
October 31 in the case of the Zenith Balanced, Zenith International Equity,
Zenith Venture Value and Zenith Equity Growth Sub-Accounts; October 9 in the
case of the Equity-Income Sub-Account; January 28 in the case of the Overseas
Sub-Account; April 30 in the case of the Zenith Growth and Income and Zenith
Avanti Growth Sub-Accounts; September 19 in the case of the High Income
Sub-Account; September 6 in the case of the Asset Manager Sub-Account), to a
male nonsmoker standard risk, age 40. The second example assumes a Policy with
an Option 1 death benefit was issued with a $250,000 face amount and annual
premiums of $ , paid on August 26 of each year (May 1 in the case of the
Zenith Stock Index and Managed Sub-Accounts; May 2 in the case of the Zenith
Small Cap Sub-Account; October 31 in the case of the Zenith Balanced, Zenith
International Equity, Zenith Venture Value and Zenith Equity Growth
Sub-Accounts; October 9 in the case of the Equity-Income Sub-Account; January 28
in the case of the Overseas Sub-Account; April 30 in the case of the Zenith
Growth and Income and Zenith Avanti Growth Sub-Accounts; September 19 in the
case of the High Income Sub-Account; September 6 in the case of the Asset
Manager Sub-Account), to a male nonsmoker preferred risk, age 40. The death
benefits, cash values and internal rates of return assume in each instance that
the entire policy value was invested in the particular sub-account for the
period shown. These illustrations of Policy investment experience also reflect
all charges applicable to the Policy, including cost of insurance charges based
on NEVLICO's current rates. (See Appendix A for the definition of the internal
rate of return.)

MALE NONSMOKER STANDARD RISK, AGE 40
OPTION 1--FIXED DEATH BENEFIT
ZENITH CAPITAL GROWTH SUB-ACCOUNT*

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ------ -------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26,
1983 . . . . . .
December 31,
1983 . . . . . .
December 31,
1984 . . . . . .
December 31,
1985 . . . . . .
December 31,
1986 . . . . . .
December 31,
1987 . . . . . .
December 31,
1988 . . . . . .
December 31,
1989 . . . . . .
December 31,
1990 . . . . . .
December 31,
1991 . . . . . .
December 31,
1992 . . . . . .
December 31,
1993 . . . . . .
December 31,
1994 . . . . . .
December 31,
1995 . . . . . .
</TABLE>

A-64
<PAGE>

ZENITH BOND INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983 . . . . . .
December 31, 1983 . . . . .
December 31, 1984 . . . . .
December 31, 1985 . . . . .
December 31, 1986 . . . . .
December 31, 1987 . . . . .
December 31, 1988 . . . . .
December 31, 1989 . . . . .
December 31, 1990 . . . . .
December 31, 1991 . . . . .
December 31, 1992 . . . . .
December 31, 1993 . . . . .
December 31, 1994 . . . . .
December 31, 1995 . . . . .
</TABLE>

ZENITH MONEY MARKET SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983 . . . . .
December 31, 1983 . . . .
December 31, 1984 . . . .
December 31, 1985 . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

ZENITH STOCK INDEX SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987 . . . . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

A-65
<PAGE>

ZENITH MANAGED SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987. . . . . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

ZENITH AVANTI GROWTH SUB-ACCOUNT

ZENITH GROWTH AND INCOME SUB-ACCOUNT

ZENITH SMALL CAP SUB-ACCOUNT

ZENITH EQUITY GROWTH SUB-ACCOUNT

A-66
<PAGE>

ZENITH BALANCED SUB-ACCOUNT

ZENITH VENTURE VALUE SUB-ACCOUNT

ZENITH INTERNATIONAL EQUITY SUB-ACCOUNT

EQUITY-INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
October 9, 1986 . . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

OVERSEAS SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
January 28, 1987 . . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

A-67
<PAGE>

HIGH INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 19, 1985 . . . .
December 31, 1985 . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
. . . . . . . . . . . .
</TABLE>

ASSET MANAGER SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 6, 1989 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

MALE NONSMOKER PREFERRED RISK, AGE 40 OPTION 1--FIXED DEATH BENEFIT

ZENITH CAPITAL GROWTH SUB-ACCOUNT*

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983 . . . . .
December 31, 1983 . . . .
December 31, 1984 . . . .
December 31, 1985 . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

A-68
<PAGE>

ZENITH BOND INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983 . . . . .
December 31, 1983 . . . .
December 31, 1984 . . . .
December 31, 1985 . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

ZENITH MONEY MARKET SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983 . . . . .
December 31, 1983 . . . .
December 31, 1984 . . . .
December 31, 1985 . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

ZENITH STOCK INDEX SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987 . . . . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

A-69
<PAGE>

ZENITH MANAGED SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987 . . . . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

ZENITH AVANTI GROWTH SUB-ACCOUNT

ZENITH GROWTH AND INCOME SUB-ACCOUNT

ZENITH SMALL CAP SUB-ACCOUNT

ZENITH EQUITY GROWTH SUB-ACCOUNT

A-70
<PAGE>

ZENITH BALANCED SUB-ACCOUNT

ZENITH VENTURE VALUE SUB-ACCOUNT

ZENITH INTERNATIONAL EQUITY SUB-ACCOUNT

EQUITY-INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
October 9, 1986 . . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

OVERSEAS SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
January 28, 1987 . . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

A-71
<PAGE>

HIGH INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 19, 1985 . . . .
December 31, 1985 . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

ASSET MANAGER SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 6, 1989 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

- ---------
* Rates of return and Policy values and benefits shown reflect the Capital
Growth Series investment advisory fee of .50% of average daily net assets for
the period through December 31, 1987 and its current advisory fee schedule
thereafter.

The material below assumes, in the first example, a Policy with an Option 2
death benefit was issued with a $100,000 face amount and annual premiums of $ ,
paid on August 26 of each year (May 1 in the case of the Zenith Stock Index and
Managed Sub-Accounts; May 2 in the case of the Zenith Small Cap Sub-Account;
October 31 in the case of the Zenith Balanced, Zenith International Equity,
Zenith Venture Value and Zenith Equity Growth Sub-Accounts; October 9 in the
case of the Equity-Income Sub-Account; January 28 in the case of the Overseas
Sub-Account; April 30 in the case of the Zenith Growth and Income and Zenith
Avanti Growth Sub-Accounts; September 19 in the case of the High Income
Sub-Account; September 6 in the case of the Asset Manager Sub-Account), to a
male nonsmoker standard risk, age 40. The second example assumes a Policy with
an Option 2 death benefit was issued with a $250,000 face amount and annual
premiums of $ , paid on August 26 of each year (May 1 in the case of the Zenith
Stock Index and Managed Sub-Accounts; May 2 in the case of the Zenith Small Cap
Sub-Account; October 31 in the case of the Zenith Balanced, Zenith International
Equity, Zenith Venture Value and Zenith Equity Growth Sub-Accounts; October 9 in
the case of the Equity-Income Sub-Account; January 28 in the case of the
Overseas Sub-Account; April 30 in the case of the Zenith Growth and Income and
Zenith Avanti Growth Sub-Accounts; September 19 in the case of the High Income
Sub-Account; September 6 in the case of the Asset Manager Sub-Account), to a
male nonsmoker preferred risk, age 40. The death benefits, cash values and
internal rates of return assume in each instance that the entire policy value
was invested in the particular sub-account for the period shown. These
illustrations of Policy investment experience also reflect all charges
applicable to the Policy, including cost of insurance charges based on NEVLICO's
current rates. (See Appendix A for the definition of the internal rate of
return.)

A-72
<PAGE>

MALE NONSMOKER STANDARD RISK, AGE 40
OPTION 2--VARIABLE DEATH BENEFIT

ZENITH CAPITAL GROWTH SUB-ACCOUNT*

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983 . . . . .
December 31, 1983 . . . .
December 31, 1984 . . . .
December 31, 1985 . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

ZENITH BOND INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983 . . . . .
December 31, 1983 . . . .
December 31, 1984 . . . .
December 31, 1985 . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

A-73
<PAGE>

ZENITH MONEY MARKET SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983 . . . . .
December 31, 1983 . . . .
December 31, 1984 . . . .
December 31, 1985 . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

ZENITH STOCK INDEX SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987 . . . . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

ZENITH MANAGED SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987 . . . . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

A-74
<PAGE>

ZENITH AVANTI GROWTH SUB-ACCOUNT

ZENITH GROWTH AND INCOME SUB-ACCOUNT

ZENITH SMALL CAP SUB-ACCOUNT

ZENITH EQUITY GROWTH SUB-ACCOUNT

ZENITH BALANCED SUB-ACCOUNT

ZENITH VENTURE VALUE SUB-ACCOUNT

A-75
<PAGE>

ZENITH INTERNATIONAL EQUITY SUB-ACCOUNT

EQUITY-INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
October 9, 1986 . . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

OVERSEAS SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
January 28, 1987 . . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

A-76
<PAGE>

HIGH INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 19, 1985 . . . .
December 31, 1985 . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

ASSET MANAGER SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 6, 1989 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

MALE NONSMOKER PREFERRED RISK, AGE 40
OPTION 2--VARIABLE DEATH BENEFIT

ZENITH CAPITAL GROWTH SUB-ACCOUNT*

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983 . . . . .
December 31, 1983 . . . .
December 31, 1984 . . . .
December 31, 1985 . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

A-77
<PAGE>

ZENITH BOND INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983 . . . . .
December 31, 1983 . . . .
December 31, 1984 . . . .
December 31, 1985 . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

ZENITH MONEY MARKET SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983 . . . . .
December 31, 1983 . . . .
December 31, 1984 . . . .
December 31, 1985 . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

ZENITH STOCK INDEX SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987 . . . . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

A-78
<PAGE>

ZENITH MANAGED SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987 . . . . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

ZENITH AVANTI GROWTH SUB-ACCOUNT

ZENITH GROWTH AND INCOME SUB-ACCOUNT

ZENITH SMALL CAP SUB-ACCOUNT

ZENITH EQUITY GROWTH SUB-ACCOUNT

A-79
<PAGE>

ZENITH BALANCED SUB-ACCOUNT

ZENITH VENTURE VALUE SUB-ACCOUNT

ZENITH INTERNATIONAL EQUITY SUB-ACCOUNT

EQUITY-INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
October 9, 1986 . . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

OVERSEAS SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
January 28, 1987 . . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

A-80
<PAGE>

HIGH INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 19, 1985 . . . .
December 31, 1985 . . . .
December 31, 1986 . . . .
December 31, 1987 . . . .
December 31, 1988 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

ASSET MANAGER SUB-ACCOUNT

<TABLE>
<CAPTION>
INTERNAL RATE
TOTAL MINIMUM VARIABLE OF RETURN ON INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH NET CASH OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE VALUE DEATH BENEFIT
- ---- -------- ------- -------- ----- -------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 6, 1989 . . . .
December 31, 1989 . . . .
December 31, 1990 . . . .
December 31, 1991 . . . .
December 31, 1992 . . . .
December 31, 1993 . . . .
December 31, 1994 . . . .
December 31, 1995 . . . .
</TABLE>

- ---------

* Rates of return and Policy values and benefits shown reflect the Capital
Growth Series investment advisory fee of .50% of average daily net assets for
the period through December 31, 1987 and its current advisory fee schedule
thereafter.

A-81
<PAGE>

APPENDIX C

LONG TERM MARKET TRENDS

The information below is a comparison of the average annual returns of common
stock, high grade corporate bonds and 30-day U.S. Treasury bills over 20-year
and 30-year holding periods.* The average annual returns assume the reinvestment
of dividends, capital gains and interest. This is an historical record and is
not intended as a projection of future performance. Charges associated with a
variable life policy are not reflected.

The data indicates that, historically, the investment performance of common
stocks over long periods of time has been positive and has generally been
superior to that of long-term, high grade debt securities. Common stocks have,
however, been subject to more dramatic market adjustments over short periods of
time. These trends indicate the potential advantages of holding a variable life
insurance policy for a long period of time.

Over the 51 20-year time periods beginning in 1926 and ending in 1995 (i.e.
1926-1945, 1927-1946, and so on through 1976-1995):

--The average annual return of common stocks was superior to that of high
grade, long-term corporate bonds in 48 of the 51 periods.

--The average annual return of common stocks surpassed that of U.S. Treasury
bills in each of the 51 periods.

--Common stock average annual returns exceeded the average annual rate of
inflation in each of the 51 periods.

Over the 41 30-year time periods beginning in 1926 and ending in 1995, the
average annual return of common stocks was superior to that of high grade,
long-term corporate bonds, U.S. Treasury bills and inflation in all 41 periods.

From 1926 through 1995 the average annual return for common stocks was 10.5%,
compared to 5.7% for high grade, long-term corporate bonds, 3.7% for U.S.
Treasury bills and 3.1% for the Consumer Price Index.

- ---------
* Source: Stocks, Bonds, Bills and Inflation 1996 Yearbook (TM), Ibbotson
Associates, Chicago (annually updates work by Roger G. Ibbotson and Rex A.
Sinquefield). Used with permission. All rights reserved.

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

SUMMARY TABLE: HISTORIC S&P 500 STOCK INDEX RESULTS FOR SPECIFIC HOLDING PERIODS

The following chart categorizes the historical results of the Standard &
Poor's 500 Stock Index, with dividends reinvested, over one-year, five-year,
ten-year and twenty-year periods beginning in 1926 and ending in 1995.

The chart shows that historically, the longer that a portfolio matching the
S&P 500 Stock Index was held, the less likely was the chance of a loss.
Conversely, the shorter the holding period of such a portfolio, the more likely
was the chance of a loss. The chart also shows that shorter term results tend to
be more extreme than longer term results.

The chart is not a projection or representation of future stock market
results. It cannot be taken as representative of the performance of any one
fund. Rather it shows the historic performance of a broad index of stocks.

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

A-82
<PAGE>

PERCENT OF HOLDING PERIODS WITH THE FOLLOWING RETURNS:

<TABLE>
<CAPTION>
GREATER
5.01- 10.01- 15.01- THAN
HOLDING NEGATIVE 0-5.00% 10.00% 15.00% 20.00% 20.00%
PERIOD RETURN RETURN RETURN RETURN RETURN RETURN
------ -------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
1 year 29% 4% 11% 7% 11% 37%
5 years 11% 15% 15% 32% 18% 9%
10 years 3% 10% 34% 25% 25% 2%
20 years 0% 6% 33% 55% 6% 0%
</TABLE>

- ---------
Source: Stocks, Bonds, Bills and Inflation 1996 Yearbook (TM), Ibbotson
Associates, Chicago (annually updates work by Roger G. Ibbotson and Rex A.
Sinquefield). Used with permission. All rights reserved.

DOLLAR COST AVERAGING

Dollar cost averaging allows a person to take advantage of the historical
long-term stock market results, assuming that they continue, although it does
not guarantee a profit or protect against a loss. If an investor follows a
program of dollar cost averaging on a long-term basis, and the stock fund
selected performs at least as well as the S&P 500 has historically, it is likely
although not guaranteed that the price at which shares are surrendered, for
whatever reason, will be higher than the average cost per share.

An investor using dollar cost averaging invests the same amount of money in
the same professionally managed fund at regular intervals over a long period of
time. Dollar cost averaging keeps an investor from investing too much when the
price of shares is high and too little when the price is low. When the price of
shares is low, the money invested buys more shares. When it is high, the money
invested buys fewer shares. If the investor has the ability and desire to
maintain this program over a long period of time (for example, 20 years), and
the stock fund chosen follows the historical upward market trends, the price at
which the shares are sold should be higher than their average cost. This price
could be lower, however, if the fund chosen does not follow these historical
trends.

Investors contemplating the use of dollar cost averaging should consider their
ability to continue the on-going purchases so that they can take advantage of
periods of low price levels.

A-83
<PAGE>

APPENDIX D

USES OF LIFE INSURANCE

The following are examples of ways in which the Policy can be used to address
certain financial objectives.

FAMILY INCOME PROTECTION

Life insurance may be purchased on the lives of the family income earners to
provide a death benefit to cover final expenses, and continue the current income
to the family. The amount of insurance purchased should be an amount which will
provide a death benefit that when invested outside the policy at a reasonable
interest rate, will generate enough money to replace the individual's income.

ESTATE PROTECTION

Life insurance may be purchased by a trust on the life of the person whose
estate will incur federal estate taxes upon the person's death. The amount of
insurance purchased would equal the amount of the estimated estate tax
liability. Upon the insured's death, the trustee could make the death proceeds
available to the estate for the payment of estate tax costs.

EDUCATION FUNDING

Life insurance may be purchased on the life of the parent(s) or primary person
funding an education. The amount of insurance purchased should equal the total
education cost projected at a reasonable inflation rate.

In the event of death, the guaranteed death benefit is available to help pay
the education costs. If the insured lives through the education years, the cash
value accumulations may be accessed to help offset the remaining education
costs. Any cash value loans or surrenders will reduce the policy death benefit.

MORTGAGE PROTECTION

Life insurance may be purchased on the life of the person responsible for
making mortgage payments. The amount of insurance purchased should equal the
mortgage amount. In the event of the insured's death, the guaranteed death
benefit can be used to offset the remaining mortgage balance.

During the insured's lifetime, the cash value accumulations may be accessed
late in the mortgage term to help make the remaining mortgage payments. Any cash
value loans or surrenders will reduce the policy death benefit.

KEY PERSON PROTECTION

Life insurance may be purchased by the business on the life of the key person
in an amount equal to the key person's value, considering salary, benefits, and
contribution to business profits. Upon the key person's death, the business uses
the death benefit to ease the interruption of business operations and/or to
provide a replacement fund for hiring a new executive.

BUSINESS CONTINUATION PROTECTION

Life insurance may be purchased on the life of each business owner in an
amount equal to the value of each owner's business interest. In the event of
death, the guaranteed death benefit may provide the funds needed to carry out
the purchase of the deceased's business interest by the business, or surviving
owners, from the deceased owner's heirs.

A-84
<PAGE>

RETIREMENT INCOME

Life insurance may be purchased on the life of a family income earner during
his or her working life. If the insured lives to retirement, the cash value
accumulations may be accessed to provide retirement payments. In the event of
the insured's death, the proceeds may be used to provide retirement income to
his or her spouse. Any cash value loans or surrenders will reduce the policy
death benefit.

Because the Policy provides a death benefit and for the accumulation of cash
value, the Policy can be used for various individual and business planning
purposes. Purchasing the Policy in part for such purposes entails certain risks,
particularly if the Policy's cash value, as opposed to its death benefit, will
be the principal Policy feature used for such planning purposes. If the
investment performance of the Sub-Accounts to which cash value is allocated is
poorer than expected, or if sufficient premiums are not paid or cash values
maintained, the Policy may lapse or may not accumulate sufficient cash value or
net cash value to fund the purpose for which the Policy was purchased. Because
the Policy is designed to provide benefits on a long-term basis, before
purchasing a Policy for a specialized purpose, a purchaser should consider
whether the long-term nature of the Policy is consistent with the purpose for
which it is being considered. If you wish to access your Policy's cash value,
through loans, surrenders or withdrawals, you should consult your tax advisor
about possible tax consequences. (See "Tax Considerations".)

A-85
<PAGE>

APPENDIX E

TAX INFORMATION

The Office of Tax Analysis of the U.S. Department of the Treasury published a
"Report to the Congress on the Taxation of Life Insurance Company Products" in
March 1990. Page 4 of this report is Table 1.1, a "Comparison of Tax Treatment
of Life Insurance Products and Other Retirement Savings Plans". Because it is a
convenient summary of the relevant tax characteristics of these products and
plans, we have reprinted it here, and added footnotes to reflect exceptions to
the general rules.

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

TABLE 1.1

COMPARISON OF TAX TREATMENT OF LIFE INSURANCE PRODUCTS AND
OTHER RETIREMENT SAVINGS PLANS

<TABLE>
<CAPTION>
CASH-VALUE
LIFE NON-QUALIFIED QUALIFIED
INSURANCE ANNUITIES IRA'S PENSION
---------- ------------- --------- ---------
<S> <C> <C> <C> <C>
Annual Contribution Limits No No Yes Yes
Income Eligibility Limits No No Yes** No
Borrowing Treated as No* Yes Loans not Yes,
Distributions allowed beyond
$50,000
Income Ordering Rules
(Income included in First
Distribution) No* Yes Yes Yes
Early Withdrawal Penalties No* Yes*** Yes*** Yes***
Minimum Distribution Rules
by Age70 1/2 No No Yes Yes
Maximum Annual Distribution
Rules No No Yes Yes
Anti-discrimination Rules No No No Yes
</TABLE>

- ---------
Department of the Treasury March 1990
Office of Tax Analysis

* If the Policy is not a modified endowment contract.

** If amounts paid in to fund the IRA are deductible; once over the income
eligibility limits amounts paid into an IRA are permitted but not
deductible.

*** There are several exceptions to the application of the early withdrawal
penalties for annuities, IRAs and qualified pensions.

The foregoing information is not intended as tax advice. You should consult your
own tax advisor for more complete information.

A-86
<PAGE>

PART II -- OTHER INFORMATION

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.

RULE 484 UNDERTAKING

Section 9 of NELICO's By-Laws provides that NELICO shall, to the extent
legally permissible, indemnify its directors and officers against liabilities
and expenses relating to lawsuits and proceedings based on such persons' roles
as directors or officers. However, Section 9 further provides that no such
indemnification shall be made with respect to any matter as to which a director
or officer is adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the corporation. Section 9
also provides that in the event a matter is disposed of by a settlement payment
by a director or officer, indemnification will be provided only if the
settlement is approved as in the best interest of the corporation by (a) a
disinterested majority of the directors then in office, (b) a majority of the
disinterested directors then in office, or (c) the holders of a majority of
outstanding voting stock (exclusive of any stock owned by any interested
director or officer).

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of NELICO
pursuant to the foregoing provisions, or otherwise, NELICO has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
may be against public policy as expressed in the Act and may be, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than payment by NELICO of expenses incurred or paid by a
director, officer, or controlling person of NELICO in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered. NELICO
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.

REPRESENTATIONS

New England Life Insurance Company hereby represents that the fees and charges
deducted under the variable ordinary life insurance policies described in this
registration statement, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks assumed
by New England Life Insurance Company.

II-1
<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

A reconciliation and tie-in of the information shown in the prospectus with
the items of Form N-8B-2.

The prospectus consisting of 86 pages.

The undertaking to file reports.

The Rule 484 Undertaking.

The signatures.

Written consents of the following persons:

Independent Auditors (to be filed by amendment)
H. James Wilson, Esq. (to be filed by amendment)
Rodney J. Chandler, F.S.A., M.A.A.A. (to be filed by amendment)
Sutherland, Asbill & Brennan, L.L.P. (to be filed by amendment)

The following exhibits:

1.A. (1) January 31, 1983 resolution of the Board of Directors of NEVLICO**
(2) None
(3) (a) Distribution Agreement between NEVLICO and NELESCO*
(b)(i) Form of Contract between NEVLICO and its General Agents+++
(ii) Form of contract between NEVLICO and its Agents+++
(c) Commission Schedule for Policies (to be filed by amendment)
(d) Form of contract among NES, TNE, NEVLICO and other broker
dealers++
(4) None
(5) (a) Specimen of Policy
(6) (a) Amended and restated Articles of Incorporation and amended and
restated By-Laws of NELICO
(7) None
(8) None
(9) None
(10) Specimen of Application for Policy
2. See Exhibit 3(i)
3.(i) Opinion and Consent of H. James Wilson, Esquire (to be filed by
amendment)
(ii) Opinion and Consent of Rodney J. Chandler, F.S.A., M.A.A.A. (to be filed
by amendment)
4. None
5. Inapplicable

II-2
<PAGE>

6. Consent of Sutherland, Asbill & Brennan, L.L.P. (to be filed by amendment)
7. Powers of Attorney
8. Inapplicable
9. Inapplicable
10. Inapplicable
11. Consent of Independent Auditors (to be filed by amendment)
12. Schedule for computation of performance quotations+
13. Consolidated memorandum describing certain procedures, filed pursuant to
Rule 6e-2(b)(12)(iii) and Rule 6e-3(T)(b)(12)(iii)#
14. (i) Participation Agreement among Variable Insurance Products Fund,
Fidelity Distributors Corporation and New England Variable Life
Insurance Company++++
(ii) Amendment No. 1 to Participation Agreement among Variable Insurance
Products Fund, Fidelity Distributors Corporation and New England
Variable Life Insurance Company ##
(iii) Participation Agreement among Variable Insurance Products Fund II,
Fidelity Distributors Corporation and New England Variable Life
Insurance Company ##
27. Financial Data Schedule (to be filed by amendment)

* Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
Variable Account's Form S-6 Registration Statement, File No. 2-82838, filed
July 28, 1983.

** Incorporated herein by reference to the Variable Account's Form S-6
Registration Statement, File No. 2-82838, filed April 4, 1983.

+ Incorporated herein by reference to Post-Effective Amendment No. 2 to the
Variable Account's Form S-6 Registration Statement, File No. 33-19540,
filed April 28, 1989.

++ Incorporated herein by reference to the Variable Account's Form S-6
Registration Statement, File No. 33-52050, filed September 16, 1992.

+++ Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
Variable Account's Form S-6 Registration Statement, File No. 33-52050,
filed January 12, 1993.

++++ Incorporated herein by reference to the Variable Account's Form S-6
Registration Statement, File No. 33-64170, filed June 9, 1993.

# Incorporated herein by reference to Post-Effective Amendment No. 6 to the
Variable Account's Form S-6 Registration Statement, File No. 33-52050,
filed April 28, 1995.

## Incorporated herein by reference to Pre-Effective Amendment No. 1 to the
Variable Account's Form S-6 Registration Statement, File No. 33-88082,
filed June 22, 1995.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
New England Variable Life Separate Account, has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the city of Boston, and the Commonwealth of Massachusetts, on the
12th day of February, 1997.

New England Variable Life
Separate Account
(Registrant)

By: New England Life Insurance
Company
(Depositor)

By: /s/ Rodney J. Chandler
------------------------
Rodney J. Chandler
Second Vice President and
Actuary

Attest:

/s/Marie C. Swift
Marie C. Swift

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, New England Life
Insurance Company has duly caused this Registration Statement to be signed on
its behalf by the undersigned thereunto duly authorized, and its seal to be
hereunto affixed and attested, all in the city of Boston, and the Commonwealth
of Massachusetts, on the 12th day of February, 1997.

New England Life Insurance Company

(Seal)

By: /s/ Rodney J. Chandler
------------------------------------
Rodney J. Chandler
Second Vice President and Actuary

Attest: /s/ Marie C. Swift
-----------------------
Marie C. Swift

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the date(s) set forth below.
<TABLE>
<CAPTION>
<S> <C> <C>

* Chairman, President February 12, 1997
- ------------------------ and Chief Executive
Robert A. Shafto Officer

* Director February 12, 1997
- ------------------------
Susan C. Crampton

* Senior Vice President February 12, 1997
- ------------------------ and Treasurer,
Chester R. Frost Chief Accounting
Officer

* Director February 12, 1997
- ------------------------
Edward A. Fox

* Director February 12, 1997
- ------------------------
George J. Goodman

* Director February 12, 1997
- ------------------------
Paul E. Gray

* Director February 12, 1997
- ------------------------
Evelyn E. Handler

* Director February 12, 1997
- ------------------------
Philip K. Howard

* Director February 12, 1997
- ------------------------
Harry P. Kamen

* Director February 12, 1997
- ------------------------
Terence Lennon

* Director February 12, 1997
- ------------------------
Bernard A. Leventhal

* Director February 12, 1997
- ------------------------
Thomas J. May

* Director February 12, 1997
- ------------------------
Stewart G. Nagler

* Executive Vice February 12, 1997
- ------------------------ President and
Robert E. Schneider Chief Financial
Officer

* Director February 12, 1997
- ------------------------
Rand N. Stowell

* Director February 12, 1997
- ------------------------
Alexander B.
Trowbridge

By: /s/ Anne M. Goggin
--------------------
Anne M. Goggin, Esq.
Attorney-in-fact
</TABLE>

* Executed by Anne M. Goggin, Esquire on behalf of those
indicated pursuant to powers of attorney filed herewith.

<PAGE>

EXHIBIT LIST
Sequentially
Exhibit Number Title Numbered Page*
- -------------- ----- --------------
99.1.A.(5)(a) Specimen of Policy

99.1.A.(6)(a) Amended and restated Articles of
Incorporation and amended and restated
By-Laws

99.1.A.(10) Specimen of Application for Policy

99.7 Powers of Attorney

- ---------
* Page numbers inserted on manually-signed copy only.

<PAGE>

EXHIBIT 99.1.A(5)(a)

NEW ENGLAND LIFE
INSURANCE COMPANY

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

VARIABLE LIFE POLICY
- --------------------------------------------------------------------------------

Insured
JOHN ALDEN

Policy Number
Specimen

Plan
Variable Ordinary Life

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

NEW ENGLAND LIFE INSURANCE COMPANY AGREES TO PAY THE DEATH BENEFIT OF THIS
POLICY TO THE BENEFICIARY ON RECEIPT OF PROOF OF THE DEATH OF THE INSURED; AND
TO PROVIDE THE OTHER RIGHTS AND BENEFITS OF THE POLICY.

THESE AGREEMENTS ARE SUBJECT TO ALL THE PROVISIONS OF THE POLICY.

Signed on the Date of Issue for the Company at its Home Office, 501 Boylston
Street Boston, MA 02117

ABC

President

ABCDEF

GHIJKL

Secretary

VARIABLE LIFE POLICY

. The Death Benefit is payable at the death of the Insured.

. Premiums are payable to the Company for a specified period.

. Unscheduled Payments can be made.

. The Policy does not participate in dividends.

PLEASE READ YOUR POLICY CAREFULLY.

THIS POLICY IS A LEGAL CONTRACT BETWEEN YOU AND THE COMPANY.

THE DEATH BENEFIT ON THE POLICY DATE WILL
- --------------------------------------------------------------------------------
NEV-12
<PAGE>

NEW ENGLAND LIFE
INSURANCE COMPANY
- --------------------------------------------------------------------------------

BE EQUAL TO THE FACE AMOUNT SHOWN IN SECTION 1. THEREAFTER, THE DEATH BENEFIT
CAN VARY FROM DAY TO DAY. IT CAN INCREASE OR DECREASE, DEPENDING ON SEPARATE
INVESTMENT ACCOUNT PERFORMANCE AND ON FIXED ACCOUNT INTEREST; BUT IT WILL NOT BE
LESS THAN THE FACE AMOUNT. SEE SECTION 13.

THE CASH VALUE OF THIS POLICY CAN VARY FROM DAY TO DAY. IT CAN INCREASE OR
DECREASE, DEPENDING ON SEPARATE INVESTMENT ACCOUNT PERFORMANCE AND ON FIXED
ACCOUNT INTEREST. SEE SECTION 12.

RIGHT TO RETURN THE POLICY

When this Policy is issued, you should examine it. You can return the Policy to
the Company or its Agent for any reason within 10 days after you receive it from
the Company. If you return the Policy: an amount equal to any premium paid plus
any Unscheduled Payment made will be refunded to you; and the Policy will be
cancelled from the start.
- --------------------------------------------------------------------------------
NEV-12
<PAGE>

- --------------------------------------------------------------------------------
POLICY PROVISIONS
<TABLE>
<CAPTION>
<S> <C>
Section
1 Policy Schedule
2 Tabular Values
3 Surrender Charges
4 Accounts Available
5 Contract
6 Premiums
7 Unscheduled Payments
8 The Variable Account
9 The Fixed Account
10 Nonpayment of Premiums
11 Reinstatement After Lapse
12 Cash Value of the Policy
13 Death Benefit
14 Policy Loans
15 Exchange of Policy
16 Policy Changes
17 Owner and Beneficiary
18 Payment of Benefits
19 Payment Options
20 Life Income Tables
Riders, if any
Copy of the Application
Amendments and Endorsements
</TABLE>

ALPHABETICAL GUIDE
<TABLE>
<CAPTION>
<S> <C>
Section
1,5 Age of Insured
17 Assignments
6 Automatic Premium Payment
17 Beneficiary
18 Benefits, Payment of
5 Claims of Creditors
5 Contestable
5 Contract
12 Cost of Insurance
1,5 Date of Issue
1,5 Date, Policy
13 Death Benefit
15 Exchange of Policy
1 Face Amount
9 Fixed Account
10 Fixed Extended Term Insurance
10 Fixed Paid-Up Insurance
6 Grace Period
12 Investment Return
10 Lapse Options
19,20 Life Income Options
20 Life Income Tables
1 Loan Interest Rate
14 Loans, Policy
12 Net Cash Value
10 Nonpayment of Premiums
12 Monthly Deduction
17 Owner
16 Partial Surrender
16 Partial Withdrawal
19 Payment Options
5 Periodic Reports
16 Policy Changes
14 Policy Loan Balance
5 Postponement of Payments
6 Premiums
11 Reinstatement
1 Schedule, Policy
</TABLE>

- --------------------------------------------------------------------------------
NEV-12
<PAGE>

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>

8 Sub-Accounts
5 Suicide
3 Surrender Charge
3,12 Surrender of the Policy
2 Tabular Value
7 Unscheduled Payments
8 Variable Account
10 Variable Paid-Up Insurance
</TABLE>

- --------------------------------------------------------------------------------
NEV-12
<PAGE>

NEW ENGLAND
LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
1. Policy Schedule Owner and Beneficiary
As named in the Application or as
later changed. See the Owner and
Beneficiary Section of the Policy.
- --------------------------------------------------------------------------------
POLICY NUMBER AGE SEX
Specimen 35 Male

POLICY DATE DATE OF ISSUE POLICY CLASS
July 15, 1997 July 15, 1997 Smoker Standard

POLICY LOAN INTEREST BASIS OF VALUES INTEREST DEATH BENEFIT
RATE RATE OPTION
6% 4.5% 1

- --------------------------------------------------------------------------------
SCHEDULE OF BENEFITS

- --------------------------------------------------------------------------------
Variable Ordinary Life (LIFE) $50,000

- --------------------------------------------------------------------------------
SCHEDULE OF ANNUAL PREMIUMS

- --------------------------------------------------------------------------------
POLICY YEARS LIFE
1 thru 65 $745.50

- --------------------------------------------------------------------------------
TOTAL PREMIUM ON POLICY DATE ANNUAL SEMI-ANNUAL QUARTERLY
$745.40 $383.93 $195.69
- --------------------------------------------------------------------------------
TABLE OF NET ANNUAL PREMIUMS (AMOUNT INVESTED; BASED ON MAXIMUM PREMIUM CHARGES)

- --------------------------------------------------------------------------------
Beginning of Net Premium
Policy Year $628.36
1 Thru 65

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

/s/ David D. Jordan
Secretary
<PAGE>

NEW ENGLAND
LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

Annual Administrative Charge (Reflected in Net Annual Premium) $55.00

Each Net Unscheduled Payment will be equal to the Unscheduled Payment less 9%.

Sex-distinct Issue
- --------------------------------------------------------------------------------

/s/ David D. Jordan

Secretary
<PAGE>

NEW ENGLAND
LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

2.TABULAR VALUES

- --------------------------------------------------------------------------------
POLICY NUMBER
Specimen

- --------------------------------------------------------------------------------
Tabular Values are used to determine: the Death Benefit and the partial
withdrawal available for Death Benefit Option 2; and whether the Special Premium
Option can apply.

The amounts shown in this table assume that: an annual premium has been paid on
the first day of each policy year; no Unscheduled Payment has been made; no
partial surrender has been made; no partial withdrawal has been made; the Face
Amount has not been reduced; no Policy Loan has been made; the cost of insurance
rates are equal to the maximum guaranteed rates; the maximum Monthly Deduction
is deducted from the Cash Value in every month; the actual net premiums credited
are equal to the net annual premiums shown in Section 1; and the Actual
Investment Return is equal to the Base Investment Return. The actual Tabular
Values at any time will reflect the frequency of premium payment then in effect.

END OF END OF
POLICY YEAR TABULAR VALUE POLICY YEAR TABULAR VALUE
1 $ 468.50 16 $ 8,449.00
2 950.00 17 8,992.00
3 1,443.50 18 9,524.50
4 1,948.00 19 10,040.50
5 2,462.50 20 10,535.50

6 2,985.50 25 Age 60 12,556.00
7 3,515.00 30 Age 65 13,204.50
8 4,051.50 35 Age 70 10,595.50
9 4,593.00
10 5,139.00

11 5,687.50
12 6,239.00
13 6,792.00
14 7,346.50
15 7,899.00

- --------------------------------------------------------------------------------
/s/ David D. Jordan

Secretary
<PAGE>

NEW ENGLAND
LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
3. SURRENDER CHARGE

- --------------------------------------------------------------------------------
POLICY NUMBER
Specimen

- --------------------------------------------------------------------------------
A Surrender Charge will be deducted from partial surrender, full surrender,
decrease in Face Amount and lapse transactions during the first 11 policy years.
The Maximum Surrender Charges for years 1 through 4 are shown below. The Maximum
Surrender Charge for the first policy month of each of years 5 through 11 are
shown below; the Maximum Surrender Charge for other months will reflect the
number of completed policy months in the year of surrender, lapse or decrease in
Face Amount. If you paid premiums at an annual, semi-annual or quarterly
frequency, the actual Surrender Charge may be less than the Maximums shown.

<TABLE>
<CAPTION>
YEAR OF
SURRENDER, MAXIMUM
DECREASE OR SURRENDER
LAPSE CHARGE
<S> <C>
1 $2,350
2 2,200
3 2,100
4 1,950
5 1,850
6 1,750
7 1,650
8 1,550
9 1,450
10 1,350
11 1,250
</TABLE>

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

/s/ David D. Jordan

Secretary
<PAGE>

NEW ENGLAND
LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
4. SUB-ACCOUNTS AVAILABLE ON 5/1/97

- --------------------------------------------------------------------------------
POLICY NUMBER
Specimen

- --------------------------------------------------------------------------------
. Variable Sub-accounts
Capital Growth
Back Bay Advisors Money Market
Back Bay Advisors Bond Income
Back Bay Advisors Managed
Westpeak Stock Index
Westpeak Growth and Income
Loomis Sayles Avanti Growth
Loomis Sayles Balanced
Loomis Sayles Small Cap
Draycott International Equity
Davis Venture Value
Alger Equity Growth
Fidelity VIP: Equity-Income Portfolio
Fidelity VIP: Overseas Portfolio
Fidelity VIP: High Income Portfolio
Fidelity VIP II: Asset Manager Portfolio

. Fixed Account

- --------------------------------------------------------------------------------
/s/ David D. Jordan

Secretary
<PAGE>

- --------------------------------------------------------------------------------
5. CONTRACT

THE CONTRACT

This Policy is a legal contract between the Owner of the Policy (called "you")
and New England Life Insurance Company, a Massachusetts corporation, (called
"the Company"). The Policy, which includes the attached Application, is the
entire contract between you and the Company. All riders are listed in Section 1.
A change in or waiver of the provisions of the Policy must be signed by the
President or the Secretary of the Company to be valid.

PAYMENTS UNDER THE CONTRACT

All contract amounts are in dollars of the United States of America. Payments by
the Company under the contract will be made at the Home Office of the Company.
The obligations of the Company are subject to all payments made and actions
taken by the Company under the Policy before receipt by the Company at its Home
Office of proof of death of the Insured.

DATES

Policy years, months and anniversaries are all measured from the Policy Date.
The contestable and suicide periods start on the Date of Issue. The Policy Date
and the Date of Issue are both shown in Section 1.

NOT CONTESTABLE AFTER TWO YEARS

Insurance is issued by the Company in reliance on the statements made in the
Application for the insurance. Those statements are representations; they are
not warranties. No statement can be used to contest or rescind insurance or to
defend against a claim unless contained in the Application for the insurance.
The insurance issued under this Policy will not be contestable after it has been
in force during the life of the Insured:

. With respect to the amount of Death Benefit which results from other than
Unscheduled Payments, for two years from the Date of Issue; and

. With respect to any Death Benefit which results from an Unscheduled Payment
for which proof is required that the Insured is insurable, for two years
from the date that Unscheduled Payment is received.

NEV-12
<PAGE>

- --------------------------------------------------------------------------------
SUICIDE WITHIN TWO YEARS

If the Insured dies by suicide while sane or insane within two years from the
Date of Issue, the Death Benefit will be limited to: the amount of the premiums
paid; plus the amount of any Unscheduled Payments; less the amount of each
partial surrender; less the amount of each partial withdrawal; less any Policy
Loan Balance on the date of death.

AGE OF INSURED

The age of the Insured on the Policy Date and on policy anniversaries means the
age at the nearest birthday of the Insured. Between anniversaries, age means age
on the last anniversary plus elapsed time.

If the age or sex of the Insured has not been correctly stated in the
application the values and benefits will be the amounts which the premiums and
Unscheduled Payments paid would have purchased for the correct age and sex.

CLAIMS OF CREDITORS

The Policy and payments under it will be exempt from the claims of creditors to
the extent allowed by law.

BASIS OF VALUES

"1980 CSO" means Commissioners 1980 Standard Ordinary; it is used to describe
mortality tables. The A Tables are used for unisex issues and are weighted 100
per cent male. The Policy Class and issue basis are shown in Section 1. Unisex
issues provide the same rates, benefits and values for males and females.

If the Policy is in a Nonsmoker Class, the table is the 1980 CSO Nonsmoker
Table.

If the Policy is in a Smoker Class, the table is the 1980 CSO Smoker Table.

If the age of the Insured on the Policy Date is less than 20, the table is the
1980 CSO Table.

Reserves and Cash Values are not less than those based on the mortality table
for this Policy. Reserves are not less than reserves computed by the
Commissioners Reserve Valuation Method. Net single premiums, Fixed and Variable
Paid-Up Insurance and Fixed Extended Term Insurance are based on the mortality
table for this Policy. Curtate monthly functions are used. Interest is
compounded monthly at the annual effective rate shown in Section 1. (See the
Basis of Values Interest Rate.) A detailed statement of the method of computing
values and net single premiums has been filed, where required, with the
Insurance Department of the state in which the Policy is delivered. All values
are equal to or are in excess of the minimum values required by, and all comply
with, the law of that state.

NEV-12
<PAGE>

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

PERIODIC REPORTS

The Company will send you all reports required by law and regulation. Such
reports will be sent once each year or more often if required by law or
regulation. The annual report will include, as of the date for which the report
is made: the Death Benefit; the Cash Value; any Policy Loan Balance; and any
other required information. No annual reports will be sent while the Policy is
in force under the Fixed Paid-Up Insurance Option or the Fixed Extended Term
Insurance Option.

POSTPONEMENT OF VARIABLE BENEFITS

The Company can postpone the determination of and the payment or transfer of
amounts based on separate investment account performance if:

. The New York Stock Exchange is closed for trading (except for normal weekend
and holiday closing) or when trading is restricted; or

. The Securities and Exchange Commission determines that a state of emergency
exists which may make payment or transfer impractical; or

. The Securities and Exchange Commission orders the New England Zenith Fund or
its successor or any other investment company in which the Variable Account
is invested to postpone payment or transfer of variable benefits.

POSTPONEMENT OF LOANS AND SURRENDER UNDER FIXED LAPSE OPTIONS

If the Policy is in force under the Fixed Paid-Up or Fixed Extended Term
Insurance Option, the Company can postpone payment of the Net Cash Value for not
more than six months after surrender. If payment is postponed for more than 30
days it will be credited with interest from the date of surrender. The rate of
interest will be set each year by the Company; but the rate will not be less
than 3 1/2% per year.

If the Policy is in force under the Fixed Paid-Up Insurance Option, the Company
can postpone the making of any Policy Loan for not more than six months from the
day you apply, except Loans to pay premiums on policies issued by the Company.

NEV-12
<PAGE>

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

POSTPONEMENT OF SURRENDERS, TRANSFERS AND LOANS FROM THE FIXED ACCOUNT

The Company can postpone the payment of the portion of the Policy's Net Cash
Value which is in the Fixed Account for not more than six months after
surrender. If payment is postponed for more than 30 days, it will be credited
with interest from the date of surrender. The rate of interest will be set each
year by the Company; but the rate will not be less than 3 1/2% per year.

The Company can postpone transfers from the Fixed Account for not more than six
months from the date of the request. The effective date of the transfer is the
date on which values are transferred from the Fixed Account.

The Company can postpone the making of any Policy Loan from the Fixed Account
for not more than six months from the day you apply, except Loans to pay
premiums on policies issued by the Company.

6. PREMIUMS

PAYMENT

Premiums are scheduled payments to the Company for the Policy. Payments can be
made at the Home Office of the Company or at any Agency of the Company. A
receipt for payment signed by the Secretary of the Company will be given on
request. The Policy will not be in force until the first premium is paid. The
Company will send you a Confirmation of the first premium.

AMOUNT AND FREQUENCY

Annual premiums for the Policy and for any riders are shown in Section 1.
Payments can be annual, semi-annual or quarterly or can be at any other
frequency agreed to by the Company. Payment is due in advance on the first day
of each payment period, starting on the Policy Date. Future Cash Values and
Death Benefits can be permanently affected:

. By payment of premiums at a frequency other than annual; and

. By changing the frequency of payment of premiums.

No premium will be due or payable for any period after the death of the Insured.

The Company will send you a bill 25 days before the premium due date if you pay
premiums at an annual, semi-annual or quarterly frequency. The bill will show:
the premium due; any policy loan interest due; and any planned Unscheduled
Payment, if the premium due date is a policy anniversary. If you submit the bill
with a payment, the premium due will be paid, if the payment is large enough.
The amount of the payment which is in excess of the premium due will be used to
pay any policy loan interest due. Any remaining amount will be an Unscheduled
Payment. (See Section 7.) If you submit a payment without a bill, the payment
will be

NEV-12
<PAGE>

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

deemed to be the premium due if: the payment is received in the period between
25 days prior to the premium due date and 31 days after the premium due date;
and the payment is large enough to pay the premium due. The amount of the
payment which is in excess of the premium due will be used to pay any policy
loan interest due; any remainder will be an Unscheduled Payment. Any payment
received that is less than the premium due will be deemed an Unscheduled
Payment. (See Section 7.)

NEV-12
<PAGE>

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

If you pay premiums at any other frequency, each payment will be credited as
agreed to by you and the Company.

GRACE PERIOD

There is a grace period of 31 days in which to pay a premium, without interest,
after its due date. The insurance will be in force during the grace period.
There is no grace period for the first premium.

SPECIAL PREMIUM OPTION

If you choose this Option in writing it will take effect after the first policy
year. When this Option is in effect, each time a premium has not been paid by
the end of its grace period, the Company will determine if the Option will
apply. This Option will apply if the following conditions are met:

. On the due date of the premium in default, the Cash Value less the Tabular
Value is equal to or greater than the total of the Policy and rider premiums
in default; and

. Use of the Option will not result in the Policy Loan Balance exceeding the
Loan Value of the Policy.

If the Option is applied, the Company will not require payment of the policy
premium less any substandard premium. The Company will deduct from the Cash
Value 91% of each of the following:

. Any substandard premium, if the Policy is in other than a Standard Policy
Class;

. Any rider premium in default; and

. The administrative charge for the policy premium.

If the premiums are being paid at a frequency other than annual, the amount of
the payment not required and the deduction will reflect the frequency of premium
payment.

The amount will be deducted in the same proportion as the Cash Value of the
Policy is in the sub-accounts and the Fixed Account. If this Option is applied,
the Policy will not lapse for nonpayment of the premium.

If you have chosen both this Option and the Option for Automatic Premium Payment
by Policy Loans, the Company first will determine if this Option will apply. If
this Option cannot be applied, the Company will determine if the Option for
Automatic Premium Payment by Policy Loans will apply.

You can choose in writing to use or to cancel the Special Premium Option.

Use of this Option can have a permanent effect on Cash Values and Death
Benefits.

OPTION FOR AUTOMATIC PREMIUM PAYMENT BY POLICY LOANS

If this Option has been chosen in writing and a premium is not paid by the end
of its grace period, a premium will be paid using any available Loan Value of
the Policy as long as the Special Premium Option is not applied. (See Section
14.) If the unpaid premium is an annual or a semi-annual premium, it will be
paid in full, if possible. Otherwise, a premium will be paid to the next
quarterly due date, if possible. If the amount available is not enough to pay a
premium to the next quarterly due date, no premium will be paid. Loan interest
will be charged on automatic Policy Loans from the due date of the premium. You
can choose in writing to use or to cancel this Option.

PREMIUM ADJUSTMENT AT DEATH

NEV-12
<PAGE>

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

The pro rata portion of any premium paid for a period beyond the date of death
will be added to the policy proceeds. This adjustment does not apply to Variable
Paid-Up, Fixed Paid-Up or Fixed Extended Term Insurance.

If the Insured dies during the grace period of an unpaid premium, the policy
proceeds will be reduced by a pro rata premium to the date of death.

NEV-12
<PAGE>

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

7. UNSCHEDULED PAYMENTS

UNSCHEDULED PAYMENTS

Unscheduled Payments can be made at any time subject to the following:

. The Policy must be in force on a premium paying basis; and

. The premiums for the Policy and any riders are not being waived under any
Waiver of Premiums Rider attached to the Policy; and

. No Unscheduled Payment can be less than $25 except with the consent of the
Company; and

. If an Unscheduled Payment would increase the Death Benefit by more than it
would increase the Cash Value, proof that the Insured is insurable and the
Company's consent will be required; and

. If the Policy is in other than a Standard Policy Class, the Company's
consent will be required.

Unscheduled Payments will not be waived by the Company under any Waiver of
Premiums rider attached to the Policy.

Each net Unscheduled Payment (see Section 1) will be applied to the Policy as of
the date it is received by the Company at its Home Office. There is no grace
period for Unscheduled Payments.

If the Policy lapses and you made an Unscheduled Payment during the grace period
of the premium in default, the amount of the Unscheduled Payment will be
refunded to you.

8. THE VARIABLE ACCOUNT

THE VARIABLE ACCOUNT

The Variable Account (called "the Account") is a separate investment account
established by the Company in accordance with Delaware law and is now operated
in accordance with Massachusetts law. The assets of the Account are owned by the
Company. The assets of the Account will be used to provide values and benefits
under this Policy and similar policies. The portion of the Account assets equal
to the reserves plus other policy liabilities of the Account is not chargeable
with liabilities arising out of any other business the Company may conduct. The
Company reserves the right to transfer to its general account Variable Account
assets which exceed the total of reserves and other liabilities of the Account.
Income and realized and unrealized capital gains and losses of the Account are
credited to the Account without regard to any of the Company's other income or
capital gains and losses.

SUB-ACCOUNTS

The Account consists of sub-accounts, each of which is invested in shares of one
portfolio of the New England Zenith fund or its successor or any other
investment company in which the Account is invested. Shares of a portfolio are
purchased for a sub-account at their net asset value.

The Policy's first investment is made in the Money Market sub-account as of the
latest of:

. The Policy Date;

. The date of Part II of the Application, if any is required; and

. The date the first premium is received by the Company.

The Policy's Cash Value will be transferred, based on your choice, to the
sub-accounts and the Fixed Account 15 days after the

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Company mails the Confirmation for the first premium.. Before this transfer, the
values and benefits of the Policy will depend on the net investment performance
of the Money Market sub-account. After this transfer: each net premium allocated
to the Account will be invested in the sub-accounts you chose as of its due
date; and each net Unscheduled Payment allocated to the Account will be invested
in the sub-accounts you chose as of the date it is received by the Company at
its Home Office.

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Each distribution of income, dividends and capital gains from a portfolio to a
sub-account will be reinvested for the benefit of the owners of the policies in
that sub-account at net asset value in shares of the portfolio which made the
distribution.

The Cash Value of the Policy at any time cannot be allocated among more than 10
sub-accounts, except with the consent of the Company; and the Fixed Account will
be counted in the limit of 10.

The values and benefits of a policy depend on: the investment performance of the
portfolios in which the sub-accounts are invested; and the interest credited to
the Fixed Account. The Company does not guarantee the investment performance of
the portfolios of the sub-accounts. You bear the investment risk for amounts
invested in the sub-accounts for your Policy.

CHOICE OF SUB-ACCOUNTS

You choose the sub-accounts in which net premiums and net Unscheduled Payments
are to be invested. See Section 4 or the current prospectus for a list of the
portfolios of the Account. You can change the choice for future premiums and
future Unscheduled Payments at any time by notice to the Company. The change
will be effective as of the date the request is received by the Company at its
Home Office. The portion of the net premium and the net Unscheduled Payment to
be applied to each sub-account chosen must be a whole percent not less than 10.

CHANGE IN PORTFOLIOS

The Company can add or remove portfolios as sub-account investments as permitted
by law. When a change is made, the Company will send you: a revised prospectus
for the Account which will describe all of the portfolios then available in the
New England Zenith Fund or its successor or any other investment company in
which the Account is invested; and any notice required by law.

When a portfolio is removed, the Company has the right to substitute a different
portfolio in which the sub-account will then invest:

. The value of the removed portfolio; and

. Future net premiums and future net Unscheduled Payments applied to that
sub-account.

TRANSFER OPTION

After 15 days from the date the Company mails the Confirmation of the first
premium, you can transfer all or a portion of the Policy's existing share of a
sub-account to another sub-account or to the Fixed Account. (See Restriction of
New Amounts Applied to the Fixed Account provision.) Requests for transfers can
be made in writing or by telephone. The Company is not responsible for
determining the authenticity of transfer instructions received by telephone. The
Company will send you a confirmation of any transfers made. Transfers will be
subject to a limit of 4 in each policy year, except with the consent of the
Company.

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CHANGE OF INVESTMENT POLICY

The investment policy of the Account will not be changed unless: (a) the change
has been approved by the Insurance Commissioner of the Commonwealth of
Massachusetts; and (b) a statement of the approval process has been filed with
the Insurance Department of the state in which this Policy is delivered, if
required. If the investment policy of the Account is changed, the Company will
give you written notice of the change. You can then choose to exchange this
Policy for a new policy which has a fixed death benefit. The exchange will be on
the same basis as that described in the Exchange of Policy section. (See Section
15.) If you choose to make the exchange, the request for the exchange must be
made within 60 days of the later of: (a) the effective date of the investment
policy change; or (b) the date you receive the notice of the change.

RIGHTS RESERVED BY THE COMPANY

The Company reserves the right to take certain actions subject to compliance
with law including, if required, the approval of the owners of the policies.
These actions are: (a) to create new investment accounts; (b) to combine any two
or more separate investment accounts, including the Account; (c) to invest some
or all of the assets of the Account other than in the New England Zenith Fund;
(d) to invest some or all of the assets of the Account in any other investment
company chosen by New England Life Insurance Company; (e) to remove a portfolio
in which the sub-account is invested or to substitute a different portfolio; (f)
to operate the Account as a management investment company and to charge
investment advisory fees under the Investment Company Act of 1940 or to operate
the Account in any other form permitted by law; and (g) to deregister the
Account under the Investment Company Act of 1940 if registration is no longer
required.

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9. THE FIXED ACCOUNT

THE FIXED ACCOUNT

The Fixed Account is a segmented fund within the general account of the Company.

If you choose the Fixed Account, the first date on which money is applied to the
Fixed Account for the Policy is the latest of:

. 15 days after the Company mails the Confirmation of the first premium
(Before this date, the value of the portion of the net premium and any net
Unscheduled Payment allocated to the Fixed Account will depend on the net
investment performance of the Money Market sub-account of the Variable
Account.); and

. The effective date of the choice of the Fixed Account.

After the first date on which money is applied to the Fixed Account for the
Policy: each net premium allocated to the Fixed Account will be applied as of
its due date; and each net Unscheduled Payment allocated to the Fixed Account
will be applied as of the date it is received by the Company at its Home Office.
Each transfer to the Fixed Account will be applied as of the transfer date.

FIXED ACCOUNT INTEREST

The rate of interest for each amount applied to the Fixed Account: will be the
rate set by the Company in advance for the date the amount is applied to the
Fixed Account; and will not be less than a rate equivalent to an annual
effective rate of 4.5%. The effective interest rate used on your Policy will be
the weighted average of all such rates for your Policy.

Each year, on the policy anniversary, the Company will determine a portion, if
any, of the Policy's share of the Fixed Account which will be reinvested at the
rate effective on that date.

Interest will be credited to the Fixed Account on a daily basis.

RESTRICTION OF NEW AMOUNTS APPLIED TO THE FIXED ACCOUNT

The Company reserves the right to restrict new amounts applied to the Fixed
Account if the rate of interest that would be used for the new amount is a rate
equivalent to an annual effective rate of 4.5%.

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TRANSFERS OUT OF THE FIXED ACCOUNT

You can transfer a limited portion of the Policy's share of the Fixed Account to
the sub-accounts once within 30 days after each policy anniversary. The transfer
will be limited to the greater of: 25% of the Policy's share of the Fixed
Account; and the amount of the Policy's share of the Fixed Account transferred
to the sub-accounts the prior year. Requests for transfers can be made in
writing or by telephone. The Company is not responsible for determining the
authenticity of transfer instructions received by telephone.

CHOICE OF THE FIXED ACCOUNT

You can choose to have net premiums and net Unscheduled Payments applied to the
Fixed Account. You can change the choice for future net premiums and future net
Unscheduled Payments at any time by notice to the Company in writing. (See the
Restriction of New Amounts Applied to the Fixed Account provision.) The portion
of the net premium and net Unscheduled Payment to be applied to the Fixed
Account must be a whole percent not less than 10.

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10. NONPAYMENT OF PREMIUMS

LAPSE OF POLICY

Any premium which is not paid by its due date is in default. If it remains
unpaid at the end of its 31-day grace period and is not paid automatically under
one of the options in Section 6, the Policy will lapse and Unscheduled Payments
cannot be made. If the Policy lapses to Fixed Paid-Up Insurance or Fixed
Extended Term Insurance, it will not be affected by: the investment performance
of the Account; and the interest rates used for the Fixed Account.

LAPSE OPTIONS

If the Policy lapses because a premium is not paid, any Net Cash Value of the
Policy less the amount of each partial surrender and partial withdrawal made
during the grace period of the premium in default will be: transferred from the
Fixed Account and the Account to the general account of the Company and used to
continue the Policy in force either as Fixed Paid-Up Insurance or Fixed Extended
Term Insurance as stated below; or left in the Fixed Account and the Account and
used to continue the Policy in force as Variable Paid-Up Insurance as stated
below. Any riders will lapse unless otherwise stated in the rider. Any Policy
Loan Balance will be cancelled when the Net Cash Value is used for this purpose.

CHOICE OF LAPSE OPTION

If the Policy is in a Standard Policy Class (see Section 1) and is not issued in
connection with a pension plan, the use of the Fixed Extended Term Insurance
Option at lapse will be automatic unless you choose the Fixed Paid-Up Insurance
Option or the Variable Paid-Up Insurance Option. You can make or change your
choice at any time in writing, but not later than 60 days after the due date of
the premium in default. Unless Variable Paid-Up Insurance applies:

. If the Net Cash Value less the amount of each partial surrender and partial
withdrawal made during the grace period of the premium in default will
provide an amount of Fixed Paid-Up Insurance equal to or greater than the
amount of Fixed Extended Term Insurance, the Fixed Paid-Up Insurance Option
will be used; and

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. If the Insured dies within 60 days after the due date of the premium in
default, the Fixed Option which will provide the greater death benefit will
be used.

If the Policy is in other than a Standard Policy Class or if the Policy is
issued in connection with a pension plan, only the Fixed Paid-Up Insurance
Option is available, unless the Company consents otherwise.

FIXED PAID-UP INSURANCE OPTION

Fixed Paid-Up Insurance is permanent life insurance for a level amount with no
premiums due. It has increasing Cash Values and Loan Values. The amount of Fixed
Paid-Up Insurance is payable at the death of the Insured.

Fixed Paid-Up Insurance will be provided by using the Net Cash Value of the
Policy less the amount of each partial surrender and partial withdrawal made
during the grace period of the premium in default as a net single premium at the
age of the Insured on the due date of the premium in default.

FIXED EXTENDED TERM INSURANCE OPTION

(Available only if the Policy is in a Standard Policy Class and is not issued in
connection with a pension plan.) Fixed Extended Term Insurance is life insurance
for a level amount for a limited term with no premiums due. It has Cash Values,
but no Loan Value. The amount of Fixed Extended Term Insurance is payable only
if the Insured dies prior to the end of the term.

Fixed Extended Term Insurance will be provided by using the Net Cash Value of
the Policy less the amount of each partial surrender and partial withdrawal made
during the grace period of the premium in default as a net single premium at the
age of the Insured on the due date of the premium in default. The amount of
Fixed Extended Term Insurance will equal the Death Benefit of the Policy on the
due date of the premium in default.

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VARIABLE PAID-UP INSURANCE OPTION

. Unless Company consent is given, Variable Paid-Up Insurance is available
only:

. If the Policy is in a Standard Policy Class; and

. If the Initial Amount of Variable Paid-Up Insurance is at least $5,000.

If the Initial Amount of Variable Paid-Up Insurance is less than $5,000, Fixed
Paid-Up Insurance will be provided.

Variable Paid-Up Insurance is permanent life insurance with no premiums due. The
Initial Amount of Variable Paid-Up Insurance will be determined by using the Net
Cash Value less the amount of each partial surrender and partial withdrawal made
during the grace period of the premium in default as a net single premium at the
age of the Insured on the due date of the premium in default.

The Death Benefit will be equal to: the greater of the Variable Death Benefit
and the Initial Amount of the Variable Paid-Up Insurance; less any Policy Loan
Balance. The Variable Death Benefit for the first policy month after lapse is
equal to the Initial Amount. The Variable Death Benefit for each later policy
month is adjusted on the first day of that policy month. For each policy month
after the first, the Variable Death Benefit:

. Will increase if the Policy's Actual Investment Return for the Period plus
any cost of insurance adjustment is greater than the Base Investment Return;

. Will remain the same if the Policy's Actual Investment Return for the Period
plus any cost of insurance adjustment is equal to the Base Investment
Return; and

. Will decrease if the Policy's Actual Investment Return for the Period plus
any cost of insurance adjustment is less than the Base Investment Return.
(See Actual Investment Return and Base Investment Return, Section 12.)

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The amount by which the Variable Death Benefit will change each policy month is
equal to:

. The dollar amount by which the Policy's Actual Investment Return for the
Period plus any cost of insurance adjustment is greater or less than its
Base Investment Return;

DIVIDED BY

. The Net Single Premium per $1.00 of Variable Death Benefit at the age of the
Insured on the first day of the policy month.

The cost of insurance adjustment, if any, to be added to the Policy's Actual
Investment Return for the Period to compute the Variable Death Benefit is equal
to the difference between the maximum guaranteed cost of insurance and the
actual cost of insurance for the Policy.

Variable Paid-Up Insurance has Cash Values and Loan Values. The Cash Value and
Loan Value can increase or decrease on a daily basis, depending on: the
investment performance of the chosen sub-accounts; and the interest credited to
the Policy's share of the Fixed Account. (See Actual Investment Return,
Section 12.)

The Cash Value of the Variable Paid-Up Insurance is equal to: the Policy's share
of the chosen sub-accounts; plus the Policy's share of the Fixed Account; plus
the amount of any assets transferred to the general account of the Company
because of Policy Loans. (See Section 14.) The amount of the Cash Value depends
on: investment performance of the chosen sub-accounts; interest credited to the
Policy's share of the Fixed Account; cost of insurance charges; transfers among
sub-accounts and the Fixed Account; and Policy Loans.

The cost of insurance is deducted from the Cash Value:

. On the last day of each policy month; and

. On the date the Policy is surrendered if it is other than the last day of
the policy month.

The cost of insurance will be deducted in the same proportion as the Cash Value
of the Policy is in the sub-accounts and the Fixed Account.

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The cost of insurance depends on the cost of insurance rate at the time of the
deduction and on the difference between the Variable Death Benefit and the Cash
Value on the last day of the month. The cost is pro rated in the event of
surrender during a policy month. (See Cost of Insurance Rates, Section 12.)

If a Policy Loan Balance exists and the Net Cash Value is not enough to cover
the cost of insurance, the difference will be treated in the same manner as an
excess Policy Loan. (See Section 14.)

The Loan Value of the Variable Paid-Up Insurance is described in Section 14.

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11. REINSTATEMENT AFTER LAPSE

REINSTATEMENT

The Policy and riders can be reinstated at any time. (See Limitations on
Reinstatement below.) Reinstatement will be subject to:

. Application to reinstate; and

. Proof that the Insured is then insurable if reinstatement is applied for
more than 31 days after the end of the grace period of the premium in
default; and

. Payment, while the Insured is living, of the cost to reinstate; and

. Payment or reinstatement of any Policy Loan Balance on the due date of the
premium in default, plus interest that would have accrued if the Policy had
not lapsed; and

. Payment or reinstatement of each partial surrender and partial withdrawal
made during the grace period of the premium in default.

The cost to reinstate is the greater of: (a) each unpaid premium plus interest
at the rate of 5% per year compounded yearly; and (b) 110% of any increase in
the Cash Value as the result of the reinstatement plus each unpaid rider premium
with interest at the rate of 5% per year compounded yearly.

Upon reinstatement, the policy will be: charged monthly charges for the Monthly
Deduction and the monthly cost of insurance for the period the policy was
lapsed; and credited with interest at a rate equivalent to an annual effective
rate of 4.5% per year for the period the policy was lapsed.

If Fixed Extended Term Insurance is in force under Section 10, and there are at
least five years of the term left, proof that the Insured is insurable will not
be required to reinstate the Policy; but it may be required to reinstate riders.

If Policy Loans were made while the Policy was in force as paid-up insurance and
the Loans are not repaid, they will continue in force after the Policy is
reinstated.

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EFFECTIVE DATE OF REINSTATEMENT

Reinstatements will take effect: only if the application for reinstatement is
approved by the Company; and only when the premium for reinstatement has been
paid, provided that at the time of payment there has been no change in
insurability as represented in the application for reinstatement.

SURRENDER CHARGE AFTER REINSTATEMENT

Any Surrender Charge applied when the Policy lapsed will be credited to the Cash
Value of the Policy at reinstatement. For the purpose of determining the
Surrender Charge on any date after reinstatement, the period the Policy was
lapsed will count.

LIMITATIONS ON REINSTATEMENT

The Policy and riders cannot be reinstated, except with the consent of the
Company:

. If more than seven years have passed since the due date of the premium in
default; or

. If the Policy has been surrendered for its Net Cash Value. (See Section 12.)

Any rider which provides life or disability insurance on a person other than the
Insured can be reinstated only as stated in the rider.

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12. CASH VALUE OF THE POLICY

SURRENDER OF THE POLICY

You can surrender the Policy for its Net Cash Value at any time by notice to the
Company in writing. Upon surrender, the Policy will be cancelled. The Net Cash
Value will be paid to you in one sum, unless you choose in writing to apply all
or part of the Value to any Payment Option. (See Payment of Benefits, Section
18.)

NET CASH VALUE

The Net Cash Value of the Policy is equal to:

. The Cash Value of the Policy;

LESS

. Any Policy Loan Balance;

LESS

. Any Surrender Charge. (See Section 3.)

CASH VALUE

The Cash Value of the Policy will depend on the net investment performance of
the Money Market sub-account until 15 days after the Company mails the
Confirmation of the first premium. Thereafter, the Cash Value of the Policy if
all premiums due have been paid is equal to: the Policy's share of the chosen
sub-accounts; plus the Policy's share of the Fixed Account; plus the amount of
any assets transferred to the general account of the Company because of Policy
Loans. (See Section 14.) The amount of the Cash Value depends on: the frequency
and amount of net premiums; the frequency and amount of net Unscheduled
Payments; investment performance of the chosen sub-accounts; interest credited
to the Policy's share of the Fixed Account; Monthly Deductions; cost of
insurance charges; decreases in Face Amount; partial surrenders; partial
withdrawals; the use of the Special Premium Option; transfers among sub-accounts
and the Fixed Account; and Policy Loans. The Cash Value can increase or decrease
on a daily basis, depending on: the actual investment performance of the chosen
sub-accounts; and the interest credited to the Policy's share of the Fixed
Account. (See Actual Investment Return below.)

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For 60 days after the due date of a premium in default, the Cash Value will not
be less than the Cash Value on the due date plus or less the Actual Investment
Return from the due date to the date of the calculation. Monthly deductions
continue during the grace period until the Policy lapses.

If the Policy is in force under the Fixed Paid-Up Insurance Option or the Fixed
Extended Term Insurance Option: the Cash Value of the Policy on any date is
equal to the net single premium which would be required to provide the insurance
at the age of the Insured on that date; and for 31 days after each policy
anniversary, the Cash Value will not be less than on the anniversary.

The Cash Value of the Policy is not increased by the Cash Value of any rider,
unless stated in the rider.

MONTHLY CHARGES

If the Policy is not lapsed, monthly charges for the Monthly Deduction and the
cost of insurance are deducted from the Cash Value of this Policy on the first
day of each policy month for that policy month. The monthly charges will be made
whether or not premiums are paid. As long as the Cash Value less the Policy Loan
Balance is sufficient to pay the entire monthly charges, the monthly charges
will be deducted in the same proportion as the Cash Value of the Policy is in
the sub-accounts and the Fixed Account.

If a Policy Loan Balance exists and the Cash Value less the Policy Loan Balance
is not enough to cover the monthly charges, the difference will be treated in
the same manner as an excess Policy Loan. (See Section 14.)

The Monthly Deduction consists of an administrative charge and a minimum death
benefit guarantee charge. The maximum amount of the Monthly Deduction due for a
policy month is equal to 0.00013 times the Face Amount.

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The monthly cost of insurance is equal to: the amount at risk; times the cost of
insurance rate for that month. The amount at risk is equal to:

. The Death Benefit on the first day of the policy month discounted at the
monthly equivalent of 4.5% per year;

LESS

. The Cash Value on the first day of the policy month after the Monthly
Deduction has been processed.

COST OF INSURANCE RATES

The cost of insurance rates will be based on the expectations of the Company as
to future experience with regard to investment earnings, mortality, expenses and
lapse (or other termination) rates.

The cost of insurance rates between anniversaries vary monthly based on the
assumption of uniform distribution of deaths throughout the policy year. The
maximum rates are based on: the sex of the Insured; the class of the Policy; and
age of the Insured on the first day of the policy year. The rates are guaranteed
not to be greater than those based on the mortality table for the Policy. (See
Basis of Values.)

MONTHLY COST OF INSURANCE ADJUSTMENT AT SURRENDER

The pro rata portion of any monthly cost of insurance deduction made for a
period beyond the date of surrender will be added to the surrender proceeds.

BASE INVESTMENT RETURN

The Policy has a Base Investment Return for each Valuation Period for its share
of each chosen sub-account and of the Fixed Account. The Policy's Base
Investment Return is the amount which would be earned by the Policy's share if
each sub-account had investment performance and the Fixed Account had interest
credited at a rate equivalent to an annual effective rate of 4.5% per year. The
Base Investment Return is used in the determination of: the Tabular Value; and
the Variable Death Benefit under the Variable Paid-Up Insurance Option.

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ACTUAL INVESTMENT RETURN

The Policy has an Actual Investment Return for each Valuation Period for its
share of each chosen sub-account and of the Fixed Account. The Policy's Actual
Investment Return for each sub-account for each Valuation Period is equal to (a)
minus (b); where:

. (a) is equal to the Policy's share of the sub-account as of the end of the
Valuation Period;

PLUS

the monthly charges deducted in the Valuation Period;

LESS

any net premium and net Unscheduled Payment credited during the Valuation
Period;

PLUS

the total dollar amount deducted as a result of partial surrenders and
partial withdrawals made during the Valuation Period;

LESS

the amount of money transferred into the sub-account during the Valuation
Period;

PLUS

the amount of money transferred out of the sub-account during the Valuation
Period;

LESS

the portion of each loan repayment made during the Valuation Period
allocated to the sub-account;

PLUS

the portion of each Policy Loan which was transferred from the sub-account
to the general account during the Valuation Period;

PLUS

the interest credited during the Valuation Period to any borrowed portion of
the Policy's Cash Value;

PLUS or LESS

a charge or credit for the Policy's share of any reserve for taxes which the
Company determines to apply to the sub-account; and

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. (b) is equal to the Policy's share of the sub-account as of the end of the
most recent Valuation Period;

PLUS or LESS

a charge or credit for the Policy's share of any reserve for taxes which the
Company determines to apply to the sub-account.

The Actual Investment Return for the Fixed Account for each Valuation Period is
equal to (a) minus (b); where:

. (a) is equal to the Policy's share of the Fixed Account as of the end of the
Valuation Period;

PLUS

the monthly charges deducted in the Valuation Period;

LESS

any net premium and net Unscheduled Payment credited during the Valuation
Period;

PLUS

the total dollar amount deducted as a result of partial surrenders and
partial withdrawals made during the Valuation Period;

LESS

the amount of money transferred into the Fixed Account during the Valuation
Period;

PLUS

the amount of money transferred out of the Fixed Account during the
Valuation Period;

LESS

the portion of each loan repayment made during the Valuation Period
allocated to the Fixed Account;

PLUS

the portion of each Policy Loan which was transferred from the Fixed Account
to the general account during the Valuation Period;

PLUS

the interest credited during the Valuation Period to any borrowed portion of
the Policy's Cash Value, (see Section 14); and

. (b) is equal to the Policy's share of the Fixed Account as of the end of the
most recent Valuation Period.

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There is a daily charge for mortality risk and expense risk against the Policy's
share of the sub-accounts. This charge will not be greater than: a rate
equivalent to .90% per year; or, if less, the rate allowed by federal securities
law.

VALUATION PERIODS AND VALUATION DATES

A Valuation Period for each sub-account is a period:

. Which starts on a Valuation Date; and

. Which ends on the next succeeding Valuation Date.

Each day the New York Stock Exchange is open for trading is a Valuation Date.

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13. DEATH BENEFIT

DEATH BENEFIT

The amount of the Death Benefit will depend on the Death Benefit Option in
effect on the date of death. The amount payable will be reduced by any Policy
Loan Balance on the date of death.

DEATH BENEFIT OPTION

This Policy offers two Death Benefit Options. The Death Benefit Option will be
as chosen in the Application. The Death Benefit Option is shown in the Policy
Schedule.

OPTION 1

The Death Benefit on the date of death is equal to:

. The Face Amount shown in Section 1; or, if greater,

. The Cash Value divided by the net single premium at the attained age of the
Insured.

OPTION 2

The Death Benefit on the date of death is equal to:

. The Face Amount shown in Section 1 plus any excess of the Cash Value over
the Tabular Value; or, if greater,

. The Cash Value divided by the net single premium at the attained age of the
Insured.

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14. POLICY LOANS

POLICY LOANS

You can borrow all or part of the Loan Value of the Policy by written request to
the Company. No request can be made until 15 days after the date the Company
mails the Confirmation for the first premium. Policy Loans are made on the sole
security of the Policy. The amount you can borrow at any time is equal to the
Loan Value less any Policy Loan Balance at that time. Policy Loans may be made
automatically to pay premiums. (See Option for Automatic Premium Payment,
Section 6.) Unless you request otherwise, Policy Loans will reduce first, the
Policy's share of the sub-accounts proportionately and second, the Policy's
share of the Fixed Account, except as noted below in the Interest on Loans;
Policy Loan Balance provision. Assets equal to the amount of the Loan:

. Will be transferred to the general account of the Company; and

. Will earn interest at the effective rate per year of not less than: the
Policy Loan interest rate; less 1.5%.

Interest earned on the assets will stay in the general account until the policy
anniversary. On the policy anniversary, the interest earned during the prior
year will be transferred to the Policy's share of the chosen sub-accounts and to
the Fixed Account proportionately.

Policy Loans, whether or not repaid, can have a permanent effect on Cash Values
and Death Benefits.

LOAN VALUE

Unless the Policy is lapsed for Fixed Paid-Up Insurance or Fixed Extended Term
Insurance, the Loan Value of the Policy is the amount which with loan interest
will equal: 90% of the Cash Value of the Policy projected to the next policy
anniversary or, if earlier, to the next premium due date; less the Surrender
Charge on the next loan interest due date or, if greater, on the date the loan
is made. The Cash Value will be projected with interest at the effective rate
per year of 1.5% less than the Policy Loan interest rate.

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<PAGE>

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

If the Policy is in force under the Fixed Paid-Up Insurance Option, the Loan
Value is the amount which with loan interest will equal the Cash Value of the
Policy on the next loan interest due date. The Policy has no Loan Value while it
is in force as Fixed Extended Term Insurance. (See Section 10.)

INTEREST ON LOANS; POLICY LOAN BALANCE

Policy Loans bear interest as shown in Section 1. Interest accrues daily. The
Policy Loan Balance at any time means Policy Loans outstanding plus interest
accrued to date. Loan interest is due on the annual premium anniversary date
each year. Loan interest not paid when due will be added to the Loan and will
bear interest; when loan interest is added to the Loan, the Policy's share of
the sub-accounts and of the Fixed Account will be reduced proportionately.

REPAYMENT OF LOANS

Policy Loans may be repaid to the Company at any time in whole or in part. Loan
repayments will be allocated: first, to repay the Loans made against the Fixed
Account; and second, unless you request otherwise, to repay the Loans made
against the sub-accounts in the same proportion as the Policy is invested in the
sub-accounts.

A Policy Loan is a charge against the Policy. The proceeds of the Policy will be
reduced by any Policy Loan Balance on the date of death of the Insured. If the
Policy Loan Balance at any time exceeds the Cash Value of the Policy less the
Surrender Charge on the next loan interest due date or, if greater, on the
current Valuation Date (called "excess Policy loan"), the Company will mail a
notice to you and to any assignee. The notice will be mailed to the addresses on
record with the Company. If the excess amount is not paid to the Company within
31 days after mailing of the notice, the Policy will lapse without value.

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<PAGE>

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

15. EXCHANGE OF POLICY

EXCHANGE OF POLICY

Within 24 months after its Date of Issue, you can exchange this Policy, if all
premiums due have been paid, for a policy which provides fixed benefit
insurance. The new policy will be issued:

. On any plan of Whole Life or Endowment insurance with a level face amount
issued by the Company on the Policy Date;

. With the same Insured, Age, Policy Date, Face Amount and underwriting class
as this Policy;

. Subject to any cost or credit and the repayment of any Policy Loan Balance;
and

. Subject to any assignments of this Policy, and limitations on this Policy
stated in riders.

Riders which provide benefits that are the same as those provided by riders on
this Policy will be attached to the new policy, if they are available.

If the Company does not have a plan of Whole Life or Endowment insurance with a
level face amount available for an exchange, the new policy will be issued by
Metropolitan Life Insurance Company.

CHANGE COST OR CREDIT

Any change cost or credit will be quoted by the Company on request.

A detailed statement of the method of computing the change cost or credit has
been filed, where required, with the Insurance Department of the state in which
the Policy is delivered.

16. POLICY CHANGES

DECREASE IN FACE AMOUNT

The Face Amount may be decreased by written request to the Company, if the
Company consents. No portion of the Cash Value will be paid to you. A Surrender
Charge will apply to a decrease in Face Amount. A decrease in Face Amount will
result in a decrease in premiums and Tabular Values. The Cash Value after the
decrease in Face Amount will be equal to: the Cash Value just prior to the
decrease; less any Surrender Charge for the decrease. The Death Benefit will be
recalculated based on the new Face Amount and the Cash Value after the decrease.
A decrease in Face Amount may require a decrease in the amounts provided by
riders attached to this Policy.

PARTIAL WITHDRAWAL AND PARTIAL SURRENDER

The total number of partial surrenders and partial withdrawals will be limited
to 4 in each policy year, except with the consent of the Company.

If Death Benefit Option 1 is in effect, you can make a partial withdrawal if the
Death Benefit is greater than the Face Amount of the Policy. If there is no
Policy Loan Balance, the partial withdrawal is limited to: the Cash Value; less
the Face Amount times the net single premium at the Insured's attained age. If
there is a Policy Loan Balance, the amount of the partial withdrawal will be
further limited to prevent the Policy Loan Balance from exceeding the Loan Value
of the Policy.

If Death Benefit Option 2 is in effect, you can make a partial withdrawal. If
there is no Policy Loan Balance, the partial withdrawal is limited to the Cash
Value less the Tabular Value. (See Section 2.) If there is a Policy Loan
Balance, the amount of the partial withdrawal will be further limited to prevent
the Policy

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<PAGE>

- --------------------------------------------------------------------------------
Loan Balance from exceeding the Loan Value of the Policy.

A partial withdrawal will result in a decrease in Death Benefit and Cash Value.
The Face Amount and Surrender Charge will not change. The premium will not
change as a result of the partial withdrawal.

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<PAGE>

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

Unless you request otherwise, a partial withdrawal will reduce: first, the
Policy's share of the sub-accounts proportionately; and second, the Policy's
share of the Fixed Account.

You also can make a partial surrender. A portion of the Cash Value will be paid
to you. A Surrender Charge will be applied if you make a partial surrender. (See
Section 3.) A partial surrender will result in a decrease in Cash Value,
premiums, Face Amount, Death Benefit and Tabular Value. The Face Amount which
will remain after the partial surrender must not be less than the Company's
published minimum, except with the consent of the Company.

Unless you request otherwise, a partial surrender will reduce: first, the
Policy's share of the sub-accounts proportionately; and second, the Policy's
share of the Fixed Account.

The Company will subtract the amount of each partial withdrawal and partial
surrender taken during the grace period of a premium in default from the Net
Cash Value used to determine the value of the Policy at lapse.

17. OWNER AND BENEFICIARY

OWNER

The Owner of the Policy is named in the Application (see copy attached); but the
Owner can be changed. The new Owner will succeed to all rights of the Owner,
including the right to make a further change of Owner. At the death of the
Owner, his or her estate will be the Owner, unless a successor Owner has been
named. In this Policy "you" means the Owner, whether the Owner is a person, a
partnership, a corporation, a fiduciary or any other legal entity. The rights of
the Owner will terminate at the death of the Insured, except for Payment of
Benefits. (See Section 18.)

BENEFICIARY

The Beneficiary is named in the Application (see copy attached); but the
Beneficiary can be changed before the death of the Insured. The Beneficiary has
no rights in the Policy until the death of the Insured. A person must survive
the Insured to qualify as Beneficiary. If none survives, the proceeds will be
paid to the Owner. The Beneficiary can also be a corporation, a partnership, a
fiduciary or any other legal entity.

CHANGE OF OWNER OR BENEFICIARY

A change of Owner or Beneficiary must be in written form satisfactory to the
Company, and must be dated and signed by the Owner who is making the change. The
change will be subject to all payments made and actions taken by the Company
under the Policy before the signed change form is received by the Company at its
Home Office.

ASSIGNMENTS

An absolute assignment of the Policy by the Owner is a change of Owner and
Beneficiary to the assignee. A collateral assignment of the Policy by the Owner
is not a change of Owner or Beneficiary; but their rights will be subject

NEV-12
<PAGE>

- --------------------------------------------------------------------------------
to the terms of the assignment. Assignments will be subject to all payments made
and actions taken by the Company before a signed copy of the assignment form is
received by the Company at its Home Office. The Company will not be responsible
for determining whether or not an assignment is valid.

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

DESIGNATION OF OWNER AND BENEFICIARY

A numbered sequence can be used to name successive Owners or Beneficiaries.
Co-Beneficiaries will receive equal shares unless otherwise stated.

In naming Owners or Beneficiaries, unless otherwise stated:

. "Child" includes an adopted or posthumous child;

. "Provision for issue" means that if a Beneficiary does not survive the
Insured, the share of that Beneficiary will be taken by his or her living
issue by right of representation; and

. A family relation such as "wife", "husband" or "child" means the relation to
the Insured.

At the time for payment of benefits the Company can rely on an affidavit of any
Owner or other responsible person to determine family relations or members of a
class.

18. PAYMENT OF BENEFITS

PAYMENT

The policy proceeds will be paid in one sum, unless all or part of the proceeds
are applied to a Payment Option. (See Section 19.) The Company will pay interest
on the proceeds from the date they become payable to the date of payment in one
sum, or to the Option Date. The death proceeds become payable on the date of
death. The rate of interest will be set each year by the Company; but the rate
on death and maturity proceeds will not be less than that required by law and
the rate on other proceeds will not be less than 3 1/2% per year. The interest
payable on surrender proceeds is described in Section 5.

CHOICE OF PAYMENT OPTIONS; OPTION DATE

The choice of a Payment Option and the naming of the Payee must be in written
form satisfactory to the Company. You can make or change or revoke the choice
before the death of the Insured. The Option Date is the effective date of the
Payment Option, as stated in the form on which you made your choice.

PAYEE

A Payee is a person, a corporation, a partnership, a fiduciary or any other
legal entity entitled to receive payment in one sum or under a Payment Option.

CHOICES BY PAYEES

Any proceeds payable in one sum at the death of the Insured, or upon surrender
of the Policy, can be applied to any Payment Option chosen by the Payee.
Further, subject to the consent of the Company, any Payee who is entitled to
receive proceeds in one sum when a Payment Option ends, or at the death of a
prior Payee, or when proceeds are withdrawn can choose to apply the proceeds to
a Payment Option.

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RIGHTS OF PAYEES

The Payee under a Payment Option can be given the right:

. To withdraw principal and interest under the Fourth or Fifth Option; or

. To withdraw the commuted value of payments certain under the First, Second
or Sixth Option.

Under the Life Income Options only payments certain can be commuted. No Payee
has the right to assign, commute or withdraw the payments under any Payment
Option, unless the right is reserved to the Payee.

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LIMITATIONS

If instalments under an Option would be less than $20, proceeds can be applied
to a Payment Option only with the consent of the Company.

LIFE INCOME OPTIONS

Life Income Options are based on the age of the Payee on the Payee's birthday
nearest the Option Date. The Company will require proof of age. The Life Income
payments will be based: on the rates shown in the Life Income Tables (Section
20); or, if they are greater, on the Payment Option rates of the Company on the
Option Date. If the rates at a given age are the same for different periods
certain, the longest period certain will be used.

PURCHASE OF INCREASED LIFE INCOME BENEFITS

On the Option Date, a one sum purchase payment can be made to the Company to be
added to the proceeds being applied to any Payment Option. The portion of Life
Income payments purchased in this way will be based on the Payment Option rates
of the Company on the Option Date, which may not be the rates shown in the Life
Income Tables (Section 20). The purchase payment will be limited to the
Company's published maximum for single premium immediate annuities on the Option
Date. A portion of the purchase payment may be used by the Company to pay
premium taxes on the purchase payment.

DEATH OF PAYEE

If a Payee under a Life Income Option dies within 30 days after the Option Date,
the amount applied to the Option, less any payments made, will be paid in one
sum, unless a Payment Option is chosen by the successor payee. Otherwise,
amounts to be paid after the death of a Payee under a Payment Option will be
paid as due to the successor Payee. If there is no successor Payee, amounts to
be paid in one sum, or the commuted value of any unpaid payments certain, will
be paid in one sum to the estate of the last Payee to die.

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COMMUTATION RATE

The interest rate used to compute the commuted value of any unpaid payments
certain:

. Under the First Option will be 3 1/2% per year; and

. Under the Life Income Options will be the rate used by the Company in
computing the amount of the monthly payments.

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19. PAYMENT OPTIONS

PAYMENT OPTIONS

All or any part of the policy proceeds can be applied to any one of the
following Options, subject to Section 18, Payment of Benefits:

FIRST OPTION: INCOME FOR A SPECIFIED NUMBER OF YEARS

The Company will make equal monthly payments which will include both principal
and interest. Payments will start on the Option Date and will continue for the
number of years chosen. The number of years chosen cannot be more than 30.
Interest is at the rate of 3 1/2% per year compounded yearly. Additional
interest paid by the Company for any year will be added to the monthly payments
for that year.

Guaranteed monthly payments per $1,000 of proceeds applied to the First Option
are shown below.
<TABLE>
<CAPTION>
Number Number Number
of of of
Years Years Years
- -------------------------------------------------------------------------
<S> <C> <S> <C> <S> <C>

1 $84.65 11 $9.09 21 $5.56
2 43.05 12 8.46 22 5.39
3 29.19 13 7.94 23 5.24
4 22.27 14 7.49 24 5.09
5 18.12 15 7.10 25 4.96
6 15.35 16 6.76 26 4.84
7 13.38 17 6.47 27 4.73
8 11.90 18 6.20 28 4.63
9 10.75 19 5.97 29 4.53
10 9.83 20 5.75 30 4.45
- -------------------------------------------------------------------------
</TABLE>

SECOND OPTION: LIFE INCOME

The Company will make equal monthly payments. Payments will start on the Option
Date and will continue:

. During the life of the Payee, with no further payment after the death of the
Payee, called "Life Income, No Refund"; or

. During the life of the Payee, but for at least 10 years, called "Life
Income, 10 Years Certain"; or

. During the life of the Payee, but for at least 20 years, called "Life
Income, 20 Years Certain".

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

THIRD OPTION: LIFE INCOME WITH REFUND

The Company will make equal monthly payments. Payments will start on the Option
Date and will continue during the life of the Payee. At the death of the Payee,
if the total payments made are less than the total proceeds applied to the
Option, then:

. The difference will be paid in one sum, called "Life Income, Cash Refund";
or

. The equal monthly payments will continue until the total payments are equal
to the total proceeds applied to the Option, called "Life Income, Instalment
Refund".

FOURTH OPTION: INTEREST

The Company will hold the proceeds at interest during the life of the Payee or
for any other period agreed to by the Company. Interest on proceeds:

. Will be paid each month to the Payee starting one month after the Option
Date; or

. Will be added to the principal amount each year and will earn interest.

At the death of the Payee, or at the end of the period agreed to, the balance of
principal and any accrued interest will be paid in one sum. The rate of interest
will be set each year by the Company; but the rate will not be less than 3 1/2%
per year.

FIFTH OPTION: SPECIFIED AMOUNT OF INCOME

The Company will make equal monthly payments which will include both principal
and interest. Payments will be in the amount chosen. Payments may be quarterly
or at any other frequency chosen, and payments may be for different amounts, all
subject to the consent of the Company. Payments will start on the Option Date
and will continue until the balance is fully paid out. At the death of the Payee
any unpaid balance and accrued interest will be paid in one sum. The rate of
interest will be set each year by the Company; but the rate will not be less
than 3 1/2% per year. Interest will be added each year to the principal and will
earn interest.

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

SIXTH OPTION: LIFE INCOME FOR TWO LIVES

The Company will make equal monthly payments. Payments will start on the Option
Date and will continue:

. While either of two Payees is living, called "Joint and Survivor Life
Income"; or

. While either of two Payees is living, but for at least 10 years, called
"Joint and Survivor Life Income, 10 Years Certain"; or

. While two Payees are living; and after the death of one Payee, two-thirds of
the monthly amount while the other Payee is living, called "Joint and 2/3
to Survivor Life Income".

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<PAGE>

20. LIFE INCOME TABLES

LIFE INCOME TABLES

Guaranteed monthly payments per $1,000 of proceeds applied to the Life Income
Options are shown below:
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------
SECOND AND THIRD OPTIONS: LIFE INCOME
- ------------------------------------------------------------------------------
Age 10 20
of No Years Years Cash Instalment
Payee Refund Certain Certain Refund Refund
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
*15 $ 3.19 $3.19 $3.19 $3.18 $3.19
16 3.21 3.20 3.20 3.19 3.20
17 3.22 3.22 3.21 3.21 3.21
18 3.23 3.23 3.23 3.22 3.22
19 3.25 3.24 3.24 3.23 3.24

20 3.26 3.26 3.25 3.25 3.25
21 3.27 3.27 3.27 3.26 3.26
22 3.29 3.29 3.28 3.28 3.28
23 3.31 3.30 3.30 3.29 3.29
24 3.32 3.32 3.31 3.31 3.31

25 3.34 3.34 3.33 3.32 3.33
26 3.36 3.36 3.35 3.34 3.35
27 3.38 3.37 3.37 3.36 3.36
28 3.40 3.39 3.39 3.38 3.38
29 3.42 3.41 3.41 3.40 3.40

30 3.44 3.44 3.43 3.42 3.42
31 3.46 3.46 3.45 3.44 3.44
32 3.49 3.48 3.47 3.46 3.47
33 3.51 3.51 3.50 3.49 3.49
34 3.54 3.53 3.52 3.51 3.52

35 3.56 3.56 3.55 3.54 3.54
36 3.59 3.59 3.58 3.56 3.57
37 3.62 3.62 3.60 3.59 3.60
38 3.66 3.65 3.63 3.62 3.63
39 3.69 3.69 3.67 3.65 3.66

40 3.73 3.72 3.70 3.68 3.69
41 3.76 3.76 3.73 3.71 3.72
42 3.80 3.79 3.77 3.75 3.76
43 3.84 3.84 3.80 3.78 3.79
44 3.89 3.88 3.84 3.82 3.83

45 3.93 3.92 3.88 3.86 3.87
46 3.98 3.97 3.92 3.90 3.91
47 4.03 4.02 3.97 3.94 3.96
48 4.08 4.07 4.01 3.99 4.00
49 4.14 4.12 4.06 4.03 4.05

50 4.20 4.18 4.11 4.08 4.10
51 4.26 4.23 4.16 4.13 4.15
52 4.32 4.30 4.21 4.19 4.21
53 4.39 4.36 4.26 4.24 4.27
54 4.46 4.43 4.32 4.30 4.33

55 4.54 4.50 4.37 4.36 4.39
56 4.62 4.58 4.43 4.43 4.46
57 4.70 4.65 4.49 4.49 4.53
58 4.79 4.74 4.56 4.57 4.60
59 4.89 4.83 4.62 4.64 4.68

60 4.99 4.92 4.68 4.72 4.76
61 5.10 5.02 4.75 4.80 4.85
62 5.22 5.12 4.82 4.89 4.94
63 5.34 5.23 4.88 4.98 5.03
64 5.47 5.35 4.95 5.07 5.13

65 $ 5.61 $5.47 $5.02 $5.17 $5.24
66 5.76 5.60 5.08 5.28 5.35
67 5.92 5.73 5.15 5.39 5.47
68 6.10 5.87 5.21 5.51 5.59
69 6.28 6.02 5.27 5.63 5.72

70 6.48 6.17 5.33 5.76 5.86
71 6.70 6.33 5.38 5.89 6.00
72 6.92 6.49 5.43 6.04 6.16
73 7.17 6.66 5.48 6.19 6.32
74 7.43 6.84 5.52 6.34 6.49

75 7.71 7.02 5.56 6.52 6.67
76 8.02 7.20 5.60 6.69 6.86
77 8.34 7.38 5.63 6.87 7.06
78 8.69 7.56 5.66 7.07 7.27
79 9.07 7.75 5.68 7.27 7.50

80 9.47 7.93 5.70 7.49 7.74
81 9.90 8.11 5.71 7.73 7.99
82 10.36 8.28 5.73 7.96 8.25
83 10.86 8.45 5.73 8.21 8.53
84 11.39 8.62 5.74 8.50 8.83

**85 11.96 8.77 5.75 8.78 9.14
- ------------------------------------------------------------------------------
</TABLE>

* and under **and over

- ----------------------------------------------------------------------------
SIXTH OPTION: LIFE INCOME FOR TWO LIVES
- ----------------------------------------------------------------------------
Age Of One Age of Other Payee
Payee 55 60 65 70 75
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Joint and Survivor
55 $4.04 $4.17 $4.28 $4.37 $4.43
60 4.17 4.36 4.53 4.68 4.79
65 4.28 4.53 4.79 5.02 5.22
70 4.37 4.68 5.02 5.38 5.71
75 4.43 4.79 5.22 5.71 6.22
80 4.47 4.87 5.37 5.98 6.68
- ----------------------------------------------------------------------------
Joint and Survivor, 10 Years Certain
55 $3.96 $4.09 $4.20 $4.36 $4.42
60 4.09 4.27 4.44 4.59 4.77
65 4.20 4.44 4.69 4.91 5.09
70 4.36 4.59 4.91 5.22 5.50
75 4.42 4.77 5.09 5.50 5.88
80 4.46 4.85 5.33 5.72 6.21
- ----------------------------------------------------------------------------
Joint and 2/3 to Survivor
55 $4.37 $4.56 $4.76 $4.99 $5.23
60 4.56 4.78 5.02 5.30 5.59
65 4.76 5.02 5.33 5.67 6.03
70 4.99 5.30 5.67 6.10 6.57
75 5.23 5.59 6.03 6.57 7.18
80 5.48 5.89 6.41 7.06 7.84
- ----------------------------------------------------------------------------
</TABLE>

Payments for other ages will be quoted by the Company on request.

The rates shown above are based on an interest rate of 3 1/2% per year; and on
mortality: using a 60/40 male/female weighting; based on the Individual
Annuitant Mortality Table for 1983; and with projection

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on Scale G to the year 2000 and then on Scale B Modified to year 2010.

NEV-12
<PAGE>

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

AMENDMENTS AND ENDORSEMENTS (TO BE MADE ONLY BY THE COMPANY)

- --------------------------------------------------------------------------------
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<PAGE>

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

Please notify the Company of any change in your name or address. The Company
will communicate with you at your address on record with the Company.

NEW ENGLAND LIFE INSURANCE COMPANY

Home Office:
501 Boylston Street
Boston, Massachusetts 02117

VARIABLE LIFE POLICY

. The Death Benefit is payable at the death of the Insured.

. Premiums are payable to the Company for a specified period.

. Unscheduled Payments can be made.

. The Policy does not participate in Dividends.

- --------------------------------------------------------------------------------
NEV-12

<PAGE>

Exhibit 99.1.A.(6)(a)

JCM THE COMMONWEALTH OF MASSACHUSETTS
- -------- William Francis Galvin
Examiner Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512

JCM ARTICLES OF ORGANIZATION
- -------- (General Laws, Chapter 156B)
Name and Chapter 175, Sections 49 and 49A
Approved

Article I
The exact name of the corporation is:
Linda Ruthardt
New England Life Insurance Company

Article II
The purpose of the corporation is to engage in the
following business activities:

See pages 2A-2B of Schedule A attached hereto.

C
P X
M
R.A.

25
- ----- Note: If the space provided under any article or item on this form is
P.C. insufficient, additions shall be set forth on one side only of
separate 8 1/2 x 11 sheets of paper with a left margin of at least 1
inch. Additions to more than one article may be made on a single
sheet so long as each article requiring each addition is clearly
indicated.

<PAGE>

ARTICLE III

State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.

WITHOUT PAR VALUE WITH PAR VALUE
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common: 50,000 $125.00

Preferred: Preferred:

ARTICLE IV

If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.

N/A

ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:

N/A

ARTICLE VI

**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:

See pages 6A-6C of Schedule A attached hereto.

**If there are no provisions state "None".
Note: The preceding six (6) articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.

<PAGE>

Schedule A to Articles of Organization
--------------------------------------
New England Life Insurance Company
----------------------------------

Article 2. Corporate Purposes

The corporation, which was organized on September 12, 1980, under the laws of
the State of Delaware, has elected, for the purpose of continuing its existence
without interruption, to become domesticated and reincorporated as a
Massachusetts corporation effective as of the date of the closing of the
transactions (the "Closing Date") contemplated by that certain Agreement and
Plan of Merger by and between the corporation's parent, New England Mutual Life
Insurance Company, a Massachusetts mutual insurance company ("TNE"), and
Metropolitan Life Insurance Company, a New York mutual insurance company
("MetLife"), dated as of August 16, 1995, as amended, pursuant to which TNE will
be merged with and into MetLife. Upon the taking of effect of these Articles of
Organization, the corporation shall be and continue to be possessed of all
privileges, franchises and powers to the same extent as if it had been
originally incorporated under the laws of the Commonwealth of Massachusetts
(including without limitation the privilege of transacting the kinds of
insurance now or hereafter described in or permitted by Clauses 6th, 15th and
16th of Section 47 and Sections 47A and 54G of Chapter 175 of the General Laws
of The Commonwealth of Massachusetts and any acts in amendment thereof or in
addition thereto, and such other kinds of insurance as may be permitted now or
hereafter to be transacted by insurance corporations organized or authorized to
transact any of the kinds of insurance now or hereafter described or permitted
by said Clauses of Section 47 and Sections 47A and 54G, and including any form
of insurance which may be permitted by paragraphs (b) and (g) of Section 51 of
said Chapter 175, and any acts in amendment thereof or in addition thereto, thus
including the authority pursuant to said Clauses of Section 47 and Sections 47A
and 54G; and including, pursuant to the provisions of paragraph (g) of said
Section 51, authority to write such other form or forms of insurance coverage
not included in the provisions of said Clauses of Section 47 and Sections 47A
and 54G, and not contrary to the law, as the Massachusetts Commissioner of
Insurance, in his or her discretion, may authorize and license subject to such
terms and conditions as he or she may from time to time prescribe) and all
privileges, franchises and powers belonging to said corporation, and all
property, real, personal and mixed, and all debts due on whatever account, all
certificates of authority, agent appointments, outstanding insurance policies,
capital structure, and choses in action, shall be and the same are hereby
ratified, approved, confirmed and assured to the corporation, with like effect
and to all intents and purposes as if it had been originally incorporated under
the laws of the Commonwealth of Massachusetts. Without limitation of the
foregoing, the corporation shall be given recognition as a domestic insurance
company of the Commonwealth of Massachusetts for all purposes, from and after
September 12, 1980, the date of its initial authorization as an insurer under
the laws of the State of Delaware.

The Board of Directors may permit the issuance of participating policies, and
may permit the policyholders of the corporation from time to time to participate
in the profits of its operations
-2A-
<PAGE>

through the payment of dividends. The Board of Directors shall have the power to
make reasonable classification or classifications of policies and to take such
other action, in accordance with the law, as may be necessary or desirable to
carry into effect any participation by policyholders in the profits of the
operations of the corporation. No policyholder shall have any right to
participate in the profits of the operations of the corporation unless and until
the Directors of the corporation, in the exercise of their discretion,
affirmatively authorize such participation, and then only to the extent so
authorized.
-2B-
<PAGE>

Article 6. Other Lawful Provisions

6.1 The corporation may carry on any business, operation or activity referred
to in Article 2 to the same extent as might an individual, whether as principal,
agent, contractor or otherwise, and either alone or in conjunction or a joint
venture or other arrangement with any corporation, association, trust, firm or
individual.

6.2 The corporation may carry on any business, operation or activity through a
wholly or partly owned subsidiary.

6.3 The corporation may be a partner in any business enterprise which it would
have power to conduct by itself.

6.4 Any amendment of the by-laws of the corporation shall require either (1)
the affirmative vote of the holders of a majority of the shares of common stock
of the corporation then outstanding, or (2) the written consent of all of the
holders of common stock of the corporation then outstanding.

6.5 Meetings of the stockholders may be held anywhere in the United States.

6.6 The directors may, by affirmative vote of a Supermajority (as defined from
time to time in the by-laws of the corporation) of the directors then in office,
specify the manner in which the accounts of the corporation shall be kept and
may determine what constitutes net earnings, profits and surplus, what amounts,
if any, shall be reserved for any corporate purpose, and what amounts, if any,
shall be declared as dividends. Unless the board of directors otherwise
specifies by resolution adopted by affirmative vote of a Supermajority (as
defined from time to time in the by-laws of the corporation) of the directors
then in office, the excess of the consideration for any share of its capital
stock with par value issued by it over such par value shall be surplus. The
board of directors may, by affirmative vote of a Supermajority (as defined from
time to time in the by-laws of the corporation) of the directors then in office,
allocate to capital stock less than all of the consideration for any share of
its capital stock without par value issued by it, in which case the balance of
such consideration shall be surplus. All surplus shall be available for any
corporate purpose, including the payment of dividends.

6.7 The purchase or other acquisition or retention by the corporation of
shares of its own capital stock shall not be deemed a reduction of its capital
stock. Upon any reduction of capital or capital stock, no stockholder shall have
any right to demand any distribution from the corporation, except as and to the
extent that the stockholders shall have provided at the time of authorizing such
reduction.
-6A-
<PAGE>

6.8 The directors shall have the power, by affirmative vote of a Supermajority
(as defined from time to time in the by-laws of the corporation) of the
directors then in office, to fix from time to time their compensation. No person
shall be disqualified from holding any office by reason of any interest. In the
absence of fraud, any director, officer or stockholder of this corporation
individually, or any individual having any interest in any concern which is a
stockholder of this corporation, or any concern in which any of such directors,
officers, stockholders or individuals has any interest, may be a party to, or
may be pecuniarily or otherwise interested in, any contract, transaction or
other act of the corporation, and

(1) such contract, transaction or act shall not be in any way invalidated or
otherwise affected by that fact;

(2) no such director, officer, stockholder or individual shall be liable to
account to the corporation for any profit or benefit realized through any
such contract, transaction or act; and

(3) any such director of the corporation may be counted in determining the
existence of a quorum at any meeting of the directors or of any committee
thereof which shall authorize any such contract, transaction or act, and
may vote to authorize the same;

provided, however, that any contract, transaction or act in which any director
or officer of the corporation is so interested individually or as a director,
officer, trustee or member of any concern which is not a subsidiary or affiliate
of the corporation, or in which any directors or officers are so interested as
holders, collectively, of a majority of shares of capital stock or other
beneficial interest at the time outstanding in any concern which is not a
subsidiary or affiliate of the corporation, shall be duly authorized or ratified
by a Supermajority (as defined from time to time in the by-laws of the
corporation) of the directors who are not so interested, to whom the nature of
such interest has been disclosed and who have made any findings required by law;

the term "interest" including personal interest and interest as a director,
officer, stockholder, shareholder, trustee, member or beneficiary of any
concern;

the term "concern" meaning any corporation, association, trust, partnership,
firm, person or other entity other than the corporation; and

the phrase "subsidiary or affiliate" meaning a concern in which a majority of
the directors, trustees, partners or controlling persons is elected or
appointed by the directors of the corporation, or is constituted of the
directors or officers of the corporation.

To the extent permitted by law, the authorizing or ratifying vote of the holders
of shares representing a majority of the votes of the capital stock of the
corporation outstanding and
-6B-
<PAGE>

entitled to vote for the election of directors at any annual meeting or a
special meeting duly called for the purpose (whether such vote is passed before
or after judgment rendered in a suit with respect to such contract, transaction
or act) shall validate any contract, transaction or act of the corporation, or
of the board of directors or any committee thereof, with regard to all
stockholders of the corporation, whether or not of record at the time of such
vote, and with regard to all creditors and other claimants under the
corporation; provided, however, that

A. with respect to the authorization or ratification of contracts,
transactions or acts in which any of the directors, officers or
stockholders of the corporation have an interest, the nature of such
contracts, transactions or acts and the interest of any director, officer
or stockholder therein shall be summarized in the notice of any such annual
or special meeting, or in a statement or letter accompanying such notice,
and shall be fully disclosed at any such meeting;

B. the stockholders so voting shall have made any findings required by law;

C. the stockholders so interested may vote at any such meeting except to the
extent otherwise provided by law; and

D. any failure of the stockholders to authorize or ratify such contract,
transaction or act shall not be deemed in any way to invalidate the same or
to deprive the corporation, its directors, officers or employees of its or
their right to proceed with or enforce such contract, transaction or act.

If the corporation has more than one class or series of capital stock
outstanding, the vote required by this paragraph shall be governed by the
provisions of the Articles of Organization applicable to such classes or series.

No contract, transaction or act shall be avoided by reason of any provision of
this paragraph 6.8 which would be valid but for such provision or provisions.

6.9 A director of the corporation shall not be liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the Massachusetts Business Corporation Law as in effect at the time such
liability is determined. No amendment or repeal of this paragraph 6.9 shall
apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

6.10 The corporation shall have all powers granted to corporations by the laws
of The Commonwealth of Massachusetts, provided that no such power shall include
any activity inconsistent with the Business Corporation Law or the general laws
of said Commonwealth.
-6C-
<PAGE>

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, the undersigned,
constituting the president, secretary and a majority of the board of directors,
have hereto signed our names this 30th day of August in the year 1996.

/s/ Robert Austin Shafto
-----------------------------------------
Robert Austin Shafto, President and
Director

/s/ James A. Gallaher
-----------------------------------------
James A. Gallaher, Secretary

/s/ Susan Comstock Crampton
-----------------------------------------
Susan Comstock Crampton, Director

/s/ Edward Alan Fox
-----------------------------------------
Edward Alan Fox, Director

/s/ George J. Goodman
-----------------------------------------
George J. Goodman, Director

/s/ Paul Edward Gray
-----------------------------------------
Paul Edward Gray, Director

/s/ Evelyn Erika Handler
-----------------------------------------
Evelyn Erika Handler, Director

/s/ Philip K. Howard
-----------------------------------------
Philip K. Howard, Director

/s/ Harry P. Kamen
-----------------------------------------
Harry P. Kamen, Director

/s/ Bernard A. Leventhal
-----------------------------------------
Bernard A. Leventhal, Director

/s/ Thomas John May
-----------------------------------------
Thomas John May, Director

/s/ Roy Wright Menninger, M.D.
-----------------------------------------
Roy Wright Menninger, M.D., Director

-6D-
<PAGE>

/s/ Rand Newman Stowell, Jr.
-------------------------------------
Rand Newman Stowell, Jr., Director

/s/ Alexander Buel Trowbridge
-------------------------------------
Alexander Buel Trowbridge, Director

-6E-
<PAGE>

Schedule B to Articles of Organization
--------------------------------------
New England Life Insurance Company
----------------------------------

DIRECTORS OF NEW ENGLAND LIFE INSURANCE COMPANY
-----------------------------------------------

Director Address
- -------- -------

Susan Comstock Crampton 127 Tarbox Road
Jericho, VT 05465

Edward Alan Fox RR 67-15
Harborside, ME

George J. Goodman 141 Fairway Drive
Princeton, NJ 08540

Paul Edward Gray 100 Memorial Drive
Cambridge, MA

Evelyn Erika Handler 2199 Jackson Street
San Francisco, CA

Philip K. Howard 24 Grammercy Park
New York, NY 10003

Harry P. Kamen 200 East 78th Street
New York, NY 10021

Bernard A. Leventhal 580 Park Avenue
New York, NY 10021

Thomas John May 107 Margery Lane
Westwood, MA

Roy Wright Menninger, M.D. 85 Pepper Tree Lane
Topeka, KS

Robert Austin Shafto 526 Grove Street
Needham, MA

-B1-
<PAGE>

Rand Newman Stowell, Jr. West Side Road
Weld, ME

Alexander Buel Trowbridge 1823 23rd Street, N.W.
Washington, DC 20008

-B2-
<PAGE>

ARTICLE VII

The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a later effective date is
desired, specify such date which shall not be more than thirty days after the
date of filing.

ARTICLE VIII

The information contained in Article VIII is not a permanent part of the
Articles of Organization.
a. The street address (post office boxes are not acceptable) of the principal
office of the corporation in Massachusetts is:
501 Boylston Street, Boston, Massachusetts
b. The name, residential address and post office address of each director and
officer of the corporation is as follows:

NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President: Robert A. Shafto 526 Grove St., (same)
Needham, MA

Treasurer: Chester R. Frost 18 West Palm Dr., (same)
Walpole, MA

Clerk: James A. Gallaher 29 Larch Circle, (same)
Belmont, MA

Directors: See Schedule B attached hereto.

c. The fiscal year (i.e., tax year) of the corporation shall end on the last
day of the month of:
December
d. The name and business address of the resident agent, if any, of the
corporation is:

ARTICLE IX

By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above, have been duly elected.

IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose
signature(s) appear below as incorporator(s) and whose name(s) and business or
residential address(es) are clearly typed or printed beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws, Chapter 156B and Chapter 175, Sections 49 and 49A
and do hereby sign these Articles of Organization as incorporator(s) this
day of , 1996.

(Signatures appear on page 6D attached hereto)

Note: If an existing corporation is acting as incorporator, type in the exact
name of the corporation, the state or other jurisdiction where it was
incorporated, the name of the person signing on behalf of said corporation and
the title he/she holds or other authority by which such action is taken.

<PAGE>

547950

Secretary of
The Commonwealth
96 AUG 30 AM 10:00
Corporation Division

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B)
175(S)49 & 49A
================================================================================

I hereby certify that, upon examination of these Articles of Organization, duly
submitted to me and the filing fee in the amount of $6,250 having been paid,
said articles are deemed to have been filed with me this 30th day of August
1996.

Effective Date:
----------------

A TRUE COPY ATTEST
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
Date 9/4/96 Clerk
-------

FILING FEE: One tenth of one percent of the total authorized capital stock, but
not less than $200.00. For the purpose of filing, shares of stock with a par
value less than $1.00, or no par stock, shall be deemed to have a par value of
$1.00 per share.

TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:

H. James Wilson, Esquire
------------------------
New England Life Insurance Company
----------------------------------
501 Boylston Street
-------------------
Boston, MA 02117
----------------
Telephone: 617-578-2000
------------

I hereby certify that upon an examination of the Articles of Organization
herein, and other evidence submitted to me as required, it appears the
provisions of sections 49 and 49A of Chapter
<PAGE>

175 of the Massachusetts General Laws have been complied with and I hereby
approve said Articles this 29th day of August, A.D. 1996.

/s/ Linda Ruthardt
- -------------------------------------------
Linda Ruthardt, Commissioner of Insurance

<PAGE>

Exhibit 99.1.A.(6)(a)

BY-LAWS
-------

NEW ENGLAND LIFE INSURANCE COMPANY

Section 1. ARTICLES OF ORGANIZATION

The name and purposes of the corporation shall be as set forth in the Articles
of Organization. These By-laws, the powers of the corporation and of its
directors and stockholders, or of any class of stockholders if there shall be
more than one class of stock, and all matters concerning the conduct and
regulation of the business and affairs of the corporation shall be subject to
such provisions in regard thereto, if any, as are set forth in the Articles of
Organization as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00
--------------
A.M. on the third Tuesday in March in each year (unless that day be a legal
holiday at the place where the meeting is to be held in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday)
or at such other date and time as shall be determined from time to time by the
board of directors. Purposes for which an annual meeting is to be held,
additional to those prescribed by law, by the Articles of Organization or by
these By-laws, may be specified by the president or by the directors.

2.2. Special Meetings. A special meeting of the stockholders may be called at
----------------
any time by the president or by the directors. A special meeting of the
stockholders shall be called by the secretary upon the written request, stating
the purpose of the meeting, of stockholders who together own of record 25% or
more of the outstanding stock of any class entitled to vote at such meeting.
Each call of a meeting shall state the place, date, hour and purposes of the
meeting.

2.3. Place of Meetings. All meetings of the stockholders shall be held at the
-----------------
principal office of the corporation in Massachusetts or, to the extent permitted
by the Articles of Organization, at such other place within the United States as
shall be fixed by the president or the directors. Any adjourned session of any
meeting of the stockholders shall be held at the same city or town as the
initial session, or within Massachusetts, in either case at the place designated
in the vote of adjournment.
<PAGE>

2.4. Notice of Meetings. A written notice of each meeting of stockholders,
------------------
stating the place, date and hour and the purposes of the meeting, shall be given
at least seven days before the meeting to each stockholder entitled to vote
thereat and to each stockholder who, by law, by the Articles of Organization or
by these By-laws, is entitled to notice, by leaving such notice with him or at
his residence or usual place of business, or by mailing it, postage prepaid,
addressed to such stockholder at his address as it appears in the records of the
corporation. Such notice shall be given by the secretary or an assistant
secretary or by an officer designated by the directors. Whenever notice of a
meeting is required to be given to a stockholder under any provision of the
Business Corporation Law of the Commonwealth of Massachusetts or of the Articles
of Organization or these By-laws, a written waiver thereof, executed before or
after the meeting by such stockholder or his attorney thereunto authorized and
filed with the records of the meeting, shall be deemed equivalent to such
notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders, a quorum as
----------------------
to any matter shall consist of a majority of the votes entitled to be cast on
the matter, except when a larger quorum is required by law, by the Articles of
Organization or by these By-laws. Stock owned directly or indirectly by the
corporation, if any, shall not be deemed outstanding for this purpose. Any
meeting may be adjourned from time to time by a majority of the votes properly
cast upon the question, whether or not a quorum is present, and the meeting may
be held as adjourned without further notice.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of
--------------
the votes properly cast for election to any office shall elect to such office,
and a majority of the votes properly cast upon any question other than an
election to an office shall decide the question, except when a larger vote is
required by law, by the Articles of Organization or by these By-laws. No ballot
shall be required for any election unless requested by a stockholder present or
represented at the meeting and entitled to vote in the election.

2.7. Voting. Stockholders entitled to vote shall have one vote for each share
------
of stock entitled to vote held by them of record according to the records of the
corporation, unless otherwise provided by the Articles of Organization. The
corporation shall not, directly or indirectly, vote any share of its own stock.

2.8. Action by Writing. Any action required or permitted to be taken at any
-----------------
meeting of the stockholders may be taken without a meeting if all stockholders
entitled to vote on the matter consent to the action in writing and the written
consents are filed with the records of the meetings of stockholders. Such
consents shall be treated for all purposes as a vote at a meeting.
-2-
<PAGE>

2.9. Proxies. To the extent permitted by law, stockholders entitled to vote
-------
may vote either in person or by proxy. Except to the extent permitted by law, no
proxy dated more than six months before the meeting named therein shall be
valid. Unless otherwise specifically limited by their terms, such proxies shall
entitle the holders thereof to vote at any adjournment of such meeting but shall
not be valid after the final adjournment of such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. At the annual meeting of stockholders such stockholders as have
------
the right to vote for the election of directors shall fix the number of
directors at not less than seven nor more than twenty directors and shall elect
the number of directors so fixed. The number of directors may be increased or
decreased to any number permitted by law at any time or from time to time only
by vote of a majority of the stockholders having the right to vote thereon. No
director need be a stockholder.

3.2. Tenure. Except as otherwise provided by law, by the Articles of
------
Organization or by these By-laws, each director shall hold office until the next
annual meeting of the stockholders and thereafter until his successor is duly
elected and qualified, or until he sooner dies, resigns, is removed or becomes
disqualified.

3.3. Powers. Except as reserved to the stockholders by law, by the Articles of
------
Organization or by these By-laws, the business of the corporation shall be
managed under the direction of the directors, who shall have and may exercise
all the powers of the corporation. In particular, and without limiting the
generality of the foregoing, the directors may at any time issue all or from
time to time any part of the unissued capital stock of the corporation from time
to time authorized under the Articles of Organization and may determine, subject
to any requirements of law, the consideration for which stock is to be issued
and the manner of allocating such consideration between capital and surplus.

3.4. Committees. The directors may, by vote of a Supermajority (as defined in
----------
Section 3.12 hereof) of the directors then in office, elect from their number an
executive committee and other committees and delegate to any such committee or
committees some or all of the powers of the directors except those which by law,
by the Articles of Organization or by these By-laws they are prohibited from
delegating. Except as the directors may otherwise determine, any such committee
may make rules for the conduct of its business, but unless otherwise provided by
the directors or such rules, its business shall be conducted as nearly as may be
in the same manner as is provided by these By-laws for the conduct of business
by the directors. Notwithstanding any provision herein to the contrary, no such
committee shall have power or authority in reference to amending the Articles of
Organization of the corporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of
dissolution, amending these By-laws or taking any actions set forth in Section
3.12 hereof.
-3-
<PAGE>

3.5. Regular Meetings. Regular meetings of the directors may be held without
----------------
call or notice at such places and at such times as the directors may from time
to time determine, provided that reasonable notice of the first regular meeting
following any such determination shall be given to absent directors. A regular
meeting of the directors may be held without call or notice immediately after
and at the same place as the annual meeting of the stockholders.

3.6. Special Meetings. Special meetings of the directors may be held at any
----------------
time and at any place designated in the call of the meeting, when called by the
chairman of the board, if any, the president or the secretary, reasonable notice
thereof being given to each director by the secretary or an assistant secretary,
or by the officer calling the meeting.

3.7. Notice. It shall be sufficient notice to a director of a meeting of the
------
directors (1) to send notice by mail at least four days or by telegram at least
twenty-four hours before the meeting addressed to him at his usual or last known
business or residence address, (2) to give notice to him in person or by
telephone at least twenty-four hours before the meeting or (3) to give him
notice by such other means, and within such other time, as shall be reasonable
in the circumstances. Notice of a meeting need not be given to any director if a
written waiver of notice, executed by him before or after the meeting, is filed
with the records of the meeting, or to any director who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to
him. Neither notice of a meeting nor a waiver of a notice need specify the
purposes of the meeting.

3.8 Quorum. At any meeting of the directors, a Supermajority (as defined in
------
Section 3.12 hereof) of the directors then in office (or such other greater
number as may be required by law) shall constitute a quorum. Any meeting may be
adjourned from time to time by a majority of the votes cast upon the question,
whether or not a quorum is present, and the meeting may be held as adjourned
without further notice.

3.9. Action by Vote. When a quorum is present at any meeting, a majority of
--------------
the directors present may take any action, except when a larger vote is required
by law, by the Articles of Organization or by these By-laws.

3.10. Action by Writing. Unless the Articles of Organization otherwise
-----------------
provide, any action required or permitted to be taken at any meeting of the
directors may be taken without a meeting if all the directors consent to the
action in writing and the written consents are filed with the records of the
meetings of the directors. Such consents shall be treated for all purposes as a
vote taken at a meeting.

3.11. Presence Through Communications Equipment. Unless otherwise provided by
-----------------------------------------
law or the Articles of Organization, members of the board of directors may
participate in a meeting of such board by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting.
-4-
<PAGE>

3.12. Approval of Certain Matters. Notwithstanding any provision herein to the
---------------------------
contrary, the affirmative vote of a Supermajority of the directors then in
office shall be required in order to authorize or undertake or cause the
corporation to: (i) adopt or materially modify the business plan of the
corporation; (ii) appoint or remove the chief executive officer; (iii) acquire,
or invest or make any capital contribution in excess of Twenty-Five Million
Dollars ($25,000,000) in, any subsidiary; (iv) create, incur, assume, issue or
guarantee any indebtedness (directly or through any of the corporation's
subsidiaries) for borrowed money in excess of Twenty-Five Million Dollars
($25,000,000); (v) enter into any joint venture or partnership with any person
or organization (other than a wholly owned subsidiary of the corporation); (vi)
adopt or modify any proposal for the sale, merger, consolidation, liquidation,
reorganization, rehabilitation, conservation or dissolution of, or the sale,
lease, assignment or other disposition of all or substantially all of the assets
of, the corporation or any of its subsidiaries; (vii) issue new shares of
capital stock of the corporation or any of its subsidiaries, grant any option to
acquire such stock or make any other changes in the capitalization of the
corporation or any of its subsidiaries; (viii) adopt or modify any stock option
plan; (ix) adopt or modify any agreement with any officer or director of the
corporation; (x) elect committees of the directors and delegate powers thereto
(as provided in Section 3.4 hereof); (xi) elect the chairman of the board or
designate any other officer who shall have general charge and supervision of the
business of the corporation (as provided in Sections 4.5 and 4.6 hereof); (xii)
remove a director from office (as provided in Section 5 hereof); (xiii) fix the
compensation of the directors (as provided in Article 6.8 of the Articles of
Organization); or (xiv) take any of the actions set forth in Article 6.6 of the
Articles of Organization. As used in these By-laws and in the Articles of
Organization, a "Supermajority" shall mean sixty-five percent.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a
--------------------------
president, a treasurer, a secretary and such other officers as the directors
from time to time may in their discretion elect or appoint. The corporation may
also have such agents, if any, as the directors from time to time may in their
discretion appoint. Any officer may be but none need be a director or
stockholder. Any two or more offices may be held by the same person. Any officer
may be required by the directors to give bond for the faithful performance of
his duties to the corporation in such amount and with such sureties as the
directors may determine.

4.2. Powers. Subject to law, to the Articles of Organization and to the other
------
provisions of these By-laws, each officer shall have, in addition to the duties
and powers herein set forth, such duties and powers as are commonly incident to
his office and such duties and powers as the directors may from time to time
designate.

4.3. Election. The president, the treasurer and the secretary shall be elected
--------
annually by the directors. Other officers, if any, may be elected or appointed
by the board of directors at any other time.
-5-
<PAGE>

4.4. Tenure. Except as otherwise provided by law or by the Articles of
------
Organization or by these By-laws, the president, the treasurer and the secretary
and each other officer shall hold office until their respective successors are
chosen and qualified, unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified.

4.5. Chief Executive Officer. The chief executive officer of the corporation
-----------------------
shall be designated by the affirmative vote of a Supermajority (as defined in
Section 3.12 hereof) of the directors then in office and shall, subject to the
control of the directors, have general charge and supervision of the business of
the corporation. Unless the board of directors otherwise specifies, if there is
no chairman of the board, the chief executive officer shall preside, or
designate the person who shall preside, at all meetings of the stockholders and
of the board of directors.

4.6. Chairman of the Board. The directors may, by affirmative vote of a
---------------------
Supermajority (as defined in Section 3.12 hereof) of the directors then in
office, elect one of their number as chairman of the board. If a chairman of the
board of directors is elected, he shall have the duties and powers specified in
these By-laws and shall have such other duties and powers as may be determined
by the directors. Unless the board of directors otherwise specifies, the
chairman of the board shall preside, or designate the person who shall preside,
at all meetings of the stockholders and of the board of directors.

4.7. President and Vice Presidents. The president shall have the duties and
-----------------------------
powers specified in these By-laws and shall have such other duties and powers as
may be determined by the directors. Any president of a business unit of the
corporation shall have the duties and powers specified in these By-laws and
shall have such other duties and powers as may be determined by the directors.

Any vice presidents (including any vice presidents with designation such as
"executive vice president," "senior vice president," "first vice president,"
"second vice president" or "assistant vice president") shall have such duties
and powers as shall be designated from time to time by the directors.

4.8. Treasurer and Assistant Treasurers. Except as the directors shall
----------------------------------
otherwise determine, the treasurer shall be the chief financial and accounting
officer of the corporation and shall be in charge of its funds and valuable
papers, books of account and accounting records, and shall have such other
duties and powers as may be designated from time to time by the directors.

Any assistant treasurers shall have such duties and powers as shall be
designated from time to time by the directors.
-6-
<PAGE>

4.9. Secretary and Assistant Secretary. The secretary shall record all
---------------------------------
proceedings of the stockholders in a book or series of books to be kept
therefor, which book or books shall be kept at the principal office of the
corporation or at the office of its transfer agent or of its secretary and shall
be open at all reasonable times to the inspection of any stockholder. In the
absence of the secretary from any meeting of stockholders, an assistant
secretary, or if there be none or he is absent, a temporary secretary chosen at
the meeting, shall record the proceedings thereof in the aforesaid book. Unless
a transfer agent has been appointed, the secretary shall keep or cause to be
kept the stock and transfer records of the corporation, which shall contain the
names and record addresses of all stockholders and the amount of stock held by
each. The secretary shall keep a true record of the proceedings of all meetings
of the directors and in his absence from any such meeting an assistant
secretary, or if there be none or he is absent, a temporary secretary chosen at
the meeting, shall record the proceedings thereof.

Any assistant secretaries shall have such other duties and powers as shall be
designated from time to time by the directors.

4.10. Certain Powers. The chief executive officer, chairman of the board, the
--------------
president, any president of any business unit, or any one of the vice
presidents, including any executive vice president, senior vice president,
second vice president or assistant vice president, and such other employees of
the corporation specifically authorized by the chief executive officer shall
have authority to transfer securities, to execute releases, extensions, partial
releases, and assignments without recourse of mortgages, and to execute deeds
and other instruments or documents on behalf of the corporation, and whenever
necessary to affix the seal of the corporation to the same. The chief executive
officer, chairman of the board, the president, any president of any business
unit, any executive vice president, senior vice president, vice president,
second vice president or assistant vice president may, whenever necessary,
delegate authority to perform any of the acts referred to in this paragraph to
any person pursuant to a special power of attorney.

The treasurer shall have charge of all moneys and securities of the
corporation and shall collect all proceeds from investments which the
corporation's records establish to be due.

The treasurer or an assistant treasurer shall have authority to transfer
securities; to execute releases, extensions, partial releases, and assignments
without recourse of mortgages, to execute deeds and other instruments or
documents on behalf of the corporation, and whenever necessary to affix the seal
of the corporation to the same; and shall have power to vote, on behalf of the
corporation, in any case where the corporation, as holder of any security, is
entitled to vote.
-7-
<PAGE>

Section 5. RESIGNATIONS AND REMOVALS

Any director or officer may resign at any time by delivering his resignation
in writing to the chairman of the board, if any, the president, the treasurer or
the secretary. In addition, a director may resign by delivering his resignation
in writing to a meeting of the directors. Such resignation shall be effective
upon receipt unless specified to be effective at some other time. A director
(including persons elected by directors to fill vacancies in the board) may be
removed from office with or without cause by the vote of the holders of a
majority of the shares issued and outstanding and entitled to vote in the
election of directors, provided that the directors of a class elected by a
particular class of stockholders may be removed only by the vote of the holders
of a majority of the shares of such class. The directors may remove any officer
elected by them with or without cause by the vote of a Supermajority (as defined
in Section 3.12 hereof) of the directors then in office. No director or officer
who is removed shall have any right to any compensation as such director or
officer for any period following his removal, or any right to damages on account
of such removal, whether his compensation be by the month or by the year or
otherwise; unless the body acting on the removal shall in its discretion provide
for compensation.

Section 6. VACANCIES

Any vacancy in the board of directors, including a vacancy resulting from the
enlargement of the board as the result of an action taken by the stockholders in
accordance with Section 3.1 hereof, may be filled by the stockholders or, in the
absence of stockholder action, by the directors by vote of a Supermajority (as
defined in Section 3.12 hereof) of the directors then in office. The directors
shall elect a successor if the office of the president, treasurer or secretary
becomes vacant and may elect a successor if any other office becomes vacant.
Each such successor shall hold office for the unexpired term and in the case of
the president, treasurer and secretary until his successor is chosen and
qualified, or in each case until he sooner dies, resigns, is removed or becomes
disqualified. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number.

Section 7. CAPITAL STOCK

7.1. Number and Par Value. The total number of shares and the par value, if
--------------------
any, of each class of stock which the corporation is authorized to issue shall
be as stated in the Articles of Organization.

7.2. Shares Represented by Certificates and Uncertificated Shares. The board
------------------------------------------------------------
of directors may provide by resolution that some or all of any or all classes
and series of shares shall be uncertificated shares. Unless such a resolution
has been adopted, a stockholder shall be entitled to a certificate stating the
number and the class and the designation of the series, if any, of the shares
held by him, in such form as shall, in conformity to law, be prescribed from
-8-
<PAGE>

time to time by the directors. Such certificate shall be signed by the chairman
of the board, if any, the president or a vice president and by the treasurer or
an assistant treasurer. Such signatures may be facsimiles if the certificate is
signed by a transfer agent, or by a registrar, other than a director, officer or
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the time of its
issue.

7.3. Loss of Certificates. In the case of the alleged loss or destruction or
--------------------
the mutilation of a certificate of stock, a duplicate certificate may be issued
in place thereof, upon such conditions as the directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted
-----------------
on the stock certificates, shares of stock may be transferred on the books of
the corporation by the surrender to the corporation or its transfer agent of the
certificate therefor properly endorsed or accompanied by a written assignment
and power of attorney properly executed, with necessary transfer stamps affixed,
and with such proof of the authenticity of signature as the directors or the
transfer agent of the corporation may reasonably require. Except as may be
otherwise required by law, by the Articles of Organization or by these By-laws,
the corporation shall be entitled to treat the record holder of stock as shown
on its books as the owner of such stock for all purposes, including the payment
of dividends and the right to receive notice and to vote with respect thereto,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been transferred on the books of the corporation in accordance with
the requirements of these By-laws.

It shall be the duty of each stockholder to notify the corporation of his post
office address.

8.2. Record Date and Closing Transfer Books. The directors may fix in advance
--------------------------------------
a time, which shall not be more than sixty days before the date of any meeting
of stockholders or the date for the payment of any dividend or making of any
distribution to stockholders or the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the record date
for determining the stockholders having the right to notice of and to vote at
such meeting and any adjournment thereof or the right to receive such dividend
or distribution or the right to give such consent or dissent, and in such case
only stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the corporation after the
record date; or without fixing such record date the directors may for any of
such purposes close the transfer books for all or any part of such period. If no
record date is fixed and the transfer books are not closed:
-9-
<PAGE>

(1) The record date for determining stockholders having the right to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
date next preceding the day on which notice is given.

(2) The record date for determining stockholders for any other purpose shall
be at the close of business on the day on which the board of directors acts with
respect thereto.

Section 9. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The corporation shall, to the extent legally permissible, indemnify each of
its directors and officers (including persons who serve at its request as
directors, officers or trustees of another organization, or in any capacity with
respect to any employee benefit plan) against all liabilities and expenses,
including amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees, reasonably incurred by him in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, in which he may be involved or with which he may be
threatened, while in office or thereafter, by reason of his being or having been
such a director or officer, except with respect to any matter as to which he
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his action was in the best interest of the
corporation (any person serving another organization in one or more of the
indicated capacities at the request of the corporation who shall have acted in
good faith in the reasonable belief that his action was in the best interest of
such other organization to be deemed as having acted in such manner with respect
to the corporation) or, to the extent that such matter relates to service with
respect to any employee benefit plan, in the best interest of the participants
or beneficiaries of such employee benefit plan; provided, however, that as to
any matter disposed of by a compromise payment by such director or officer,
pursuant to a consent decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless such compromise shall
be approved as in the best interest of the corporation, after notice that it
involves such indemnification: (a) by a disinterested majority of the directors
then in office; or (b) by a majority of the disinterested directors then in
office, provided that there has been obtained an opinion in writing of
independent legal counsel to the effect that such director or officer appears to
have acted in good faith in the reasonable belief that his action was in the
best interest of the corporation; or (c) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors, voting as a single
class, exclusive of any stock owned by any interested director or officer.
Expenses, including counsel fees, reasonably incurred by any director or officer
in connection with the defense or disposition of any such action, suit or other
proceeding may be paid from time to time by the corporation in advance of the
final disposition thereof upon receipt of an undertaking by such director or
officer to repay the amounts so paid to the corporation if it is ultimately
determined that indemnification for such expenses is not authorized under this
section. The right of indemnification hereby provided shall not be exclusive of
or affect any other rights to which any director or officer may be entitled. As
used in this section, the terms "director" and "officer" include the relevant
individual's heirs, executors and administrators, and an "interested" director
or officer is one
-10-
<PAGE>

against whom in such capacity the proceedings in question or another proceeding
on the same or similar grounds is then pending. Nothing contained in this
section shall affect any rights to indemnification to which corporate personnel
other than directors and officers may be entitled by contract or otherwise under
law.

Section 10. CORPORATE SEAL

The seal of the corporation shall, subject to alteration by the directors,
consist of a flat-faced circular die with the word "Massachusetts", together
with the name of the corporation and the year of its organization, cut or
engraved thereon.

Section 11. FISCAL YEAR

The fiscal year of the corporation shall end on December 31.

Section 12. AMENDMENTS

These By-laws may be altered, amended or repealed at any annual or special
meeting of the stockholders called for the purpose, of which the notice shall
specify the subject matter of the proposed alteration, amendment or repeal or
the sections to be affected thereby, by vote of the stockholders.
-11-

<PAGE>

Exhibit 99.1.A(10)
- --------------------------------------------------------------------------------

APPLICATION TO Policy Number ___________________

NEW ENGLAND LIFE INSURANCE COMPANY

Questions below pertain to the Proposed Insured unless otherwise indicated.

Part I

- --------------------------------------------------------------------------------
Personal Data

1. Print Name as it is to appear on the policy. ______________________________
First MI Last

2. Social Security Number ______________________________

3. Birthplace ______________________
(state/county)

4. Marital Status [ ] Single [ ] Married

[ ] Widowed [ ] Divorced

[ ] Separated

5. Birth Date _____________________
month day year

6. Age Nearest Birthday ___________________

7. Sex [ ] Female

[ ] Male

- --------------------------------------------------------------------------------
Address

8.a. Residence _______________________________________________________
Street City State Zip

b. Business ________________________________________________________
Company/Street City State Zip

c. Premium [ ] Proposed Insured [ ] Other (Give name and address.)
Notice [ ] a. Residence
Address [ ] b. Business _______________________________
Street City/State/Zip

- --------------------------------------------------------------------------------
Beneficiary and Owner

9. Beneficiary Primary _____________________________________________
Names and Relation to Proposed Insured

Secondary ___________________________________________
Names and Relation to Proposed Insured

10. OWNER [ ] Proposed Insured [ ] Other

If other, specify below. (Use a numbered sequence to designate successive
owners.)

___________________________________________________________
Names and Relation to Proposed Insured

First Owner's Social Security or Taxpayer ID Number _____________________

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

APP-557-90
<PAGE>

Part I
Application
Continued
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------
Plan/Amount 11. Plan [______________] 12. Face Amount [$___________]

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

13. [_] Universal Life Product*
a. Planned Annual Premium c. Death Benefit Option
Year 1 [$_____________] [_] Option 1 (Face Amount)
Renewal [$_____________] [_] Option 2 (Face Amount
plus Cash Value)
b. [_] Waiver of Monthly Deductions
- -----------------------------------------------------------------------------------

14. [_] Variable Life Product*
(Complete Variable Life Section (questions 35 through 39) for
scheduled premium, allocations, etc.)
--------------------------------------------------------------------
* COST OF INSURANCE RATES MAY CHANGE. The cost of insurance rates
for the policy may change. The rates currently being charged are
not guaranteed; and the Company may charge the full maximum
guaranteed rates.
- -------------------------------------------------------------------------------

Benefits/ 15. Waiver of Premiums Benefits
Riders a. [_] Waiver of Premium -- c. [_] Applicant's Waiver** --
(**Complete Proposed Insured Juvenile Insured
additional [_] Death or Disability
form.) b. [_] Applicant's [_] Death Only
Waiver**--
Adult Insured
-------------------------------------------------------------------

16. a. [_] Acc. [$_________] f. [_] Paid-Up Additions
Death
[_] Lump Sum [$_______]
b. [_] Level [$_________] At Issue
Term
[_] Annual
c. [_] Purchase [$________]
Option At Issue [$_____]
Thereafter [$_____]
d. [_] Children's Insurance
Rider** [$_________] g. [_] 1 Year Term (dividends)

e. [_] Additional Protection
(FTR) First Year Total h. [_] Spouse [$_________]
Coverage (FTR Amount Rider**
plus Amount shown in
12.)
[$_________] I. [_] Other [$__________]
[_] Level

[_] Increasing

Increase
Percentage [_____%]

Number of Years [_____]

[_] Offset Amount (for list
billed policies only)
[$___________]

- -------------------------------------------------------------------------------
</TABLE>

APP-557-90

<PAGE>

Part I
Application
Continued

- --------------------------------------------------------------------------------
Health 17. Any treatment for or consultation with a [ ] YES [ ] NO
physician concerning a heart attack, a
stroke or cancer (other than skin cancer)
within past 2 years? (If YES, explain in
REMARKS.)

18. Any change in health or any treatment by or [ ] YES [ ] NO
consultation with a physician since the date
of Part II of this Application? (If YES,
explain in REMARKS.)

- --------------------------------------------------------------------------------
Premium 19. [ ] Annual [ ] Semi Annual [ ] Quarterly
Payment
(*Complete [ ] MSA No. [ ] [ ] List Bill No. [ ]
additional
form.) [ ] New Account* [ ] Level Billing Option*
(For graded premium life
[ ] Add to Existing Account plans only.)

Amount [$ ]

20. Prepayment* [$ ] [ ] None
(If question 17. or 18. is answered YES, no prepayment is
permitted.)

21. [ ] Automatic Payment of Premium in Default (if available)
From Dividend Accumulations [ ] YES [ ] NO
By Policy Loan [ ] YES [ ] NO

- --------------------------------------------------------------------------------
Dividend 22. a.[ ] Cash b.[ ] Premium Reduction c.[ ] Paid-Up Additions
Option d.[ ] Accumulations e.[ ] Add to Cash Value (Universal Life
Only)

23. If available under policy applied for, state
year in which: dividend option is to be changed
to Premium Reduction; and any remainder of the
premium is to be paid with surrendered Paid-Up
Additions or Accumulations. [ ]

- --------------------------------------------------------------------------------
Policy 24. If available, special Policy Date requested is:
Date
[ ] a. [ ] or [ ] b. latest date that retains
mo day yr Proposed Insured's age last
birthday.

Note: Date more than 30 days prior to date of application not
allowed if Paid-Up Additions Riders, Variable Life or
Universal Life applied for.

- --------------------------------------------------------------------------------
Existing 25. Life insurance in Force (If none, so state. Type-P=Personal,
Insurance B=Business, G=Group)

Company Type Yr of Issue Life Amount ADB Amount
----------------------------------------------------------------------
$ $
----------------------------------------------------------------------
$ $
----------------------------------------------------------------------
$ $
----------------------------------------------------------------------
$ $
----------------------------------------------------------------------

26. If Juvenile Insured, state relation to and amount of life
insurance in force or applied for on person responsible for
support of Proposed Insured.

Relation to Proposed Insured Amount of Insurance
----------------------------- -------------------

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

<PAGE>

Part I
Application
Continued

- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Existing 27. Any life Insurance or annuity in this or any other [ ]YES [ ]NO
Insurance company which has been or will be replaced as a result
(Cont'd) of this Application for insurance? (If YES, complete the
following and submit replacement forms if required.)

Company 1035 Policy Policy Amount
Exch. Date Number
----------------------------------------------------------------
$
----------------------------------------------------------------
$
----------------------------------------------------------------
$
----------------------------------------------------------------

28. Has life or disability insurance on your life ever been [ ]YES [ ]NO
declined, postponed or modified as to plan, amount or
rate? (If YES, give details in REMARKS.)
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Smoking 29. Has Proposed Insured:
/Driving

a. Used any tobacco in the past year? [ ] YES [ ] NO
If YES, complete the
following:
How many cigarettes per day?
--------------------
If other than cigarettes,
please explain.

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

b. Been convicted in the past 2 years of: driving [ ] YES [ ] NO
under the influence of alcohol or drugs; or 2 or
more moving violations?
(If YES, complete supplemental form.)

30. a. Drivers License No. b. State
------------------ -----------------
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
Avocation/ 31. Have you in the past 2 years participated in, or do
Aviation/ you intend to participate in: any flights as a
Foreign trainee, pilot or crew member; underwater sports
Travel (SCUBA diving, skin diving, snorkeling, hardhat);
sky sports (sky diving, hang gliding, parachuting,
ballooning); or motor racing (auto, motorcycle,
motorboat)? [ ] YES [ ] NO
(If YES, complete supplemental form.)

32. Do you intend to travel or reside outside of the
United States? [ ] YES [ ] NO
(If YES, give details in REMARKS.)
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Occupation (If Juvenile Insured, complete with Payor data.)
And 33. a. Occupation
Financial
----------------------------------------------
(Give Job Title and Duties)

b. Employed by
----------------------------------------------

34. a. Annual Income b. Net Worth
---------------- --------------
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Remarks/ (Attach additional sheet, if necessary.)
Special
Requests for
additional
Coverage
</TABLE>

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

<PAGE>

Part I
Application
Continued
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------
Variable 35. If available under policy applied for, state Planned Annual Unscheduled
Life Payment.
Section $
---------------

36. Death Benefit Option (if available under policy applied for):
(See Prospectus for further explanation.)
[ ] Option 1 (Face Amount)
[ ] Option 2 (Face Amount plus any Excess Cash Value)

37. If available under policy applied for, is the Special [ ] YES [ ] NO
Premium Option elected for premiums in default?

38. Account allocations (Whole %) (Minimum 10% in each selected account)*
% Capital Growth
------------------------
% Money Market
------------------------
% Bond Income
------------------------
% Stock Index
------------------------
% Managed
------------------------
% Fixed Account
------------------------
%
------------------------ -----------------------------------------
100% Total
------------------------

39. Suitability Statement
by Applicant

a. Did you receive the
prospectus? [ ] YES [ ] NO
(If YES, give date
of prospectus.)
------------------------

b. Do you understand that:
-- the Option 2 death benefit may increase or decrease [ ] YES [ ] NO
depending on the policy's investment return, but
will never be less than the guaranteed minimum?
-- the cash value may increase or decrease depending [ ] YES [ ] NO
on the policy's investment return?

c. Do you believe that this policy will meet your [ ] YES [ ] NO
insurance needs and financial objectives?

* The Cash Value will be allocated to the Money Market account, for an initial
period described on page 1 of the prospectus.

THE DEATH BENEFIT MAY BE VARIABLE OR FIXED UNDER SPECIFIED CONDITIONS.

THE CASH VALUE MAY INCREASE OR DECREASE IN ACCORDANCE WITH SEPARATE
INVESTMENT ACCOUNT EXPERIENCE

- --------------------------------------------------------------------------------
</TABLE>

APP-557-90

<PAGE>

Part II
Application

(Complete only if medical or paramedical exam is not required.)

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

<TABLE>
<CAPTION>
<S> <C> <C>
Family 40. a. Father Age b. Mother Age
if living at death if living at death
----------------------- -----------------------

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

Medical 41. a. Height ft. in. c. Any weight change
Data ------------ in the past year? [ ] YES [ ]NO
If YES: lbs. [ ] Gain [ ]Loss
b. Weight lbs. ---------
------------
- --------------------------------------------------------------------------------

Give details for each YES answer to questions 42 YES NO
through 46 in question 47.

42. Have you ever been treated for or had any known [ ] [ ]
indication of: frequent fatigue; frequent loss of
appetite; frequent night sweats; chronic
diarrhea; enlarged lymph nodes; unexplained
infections; or unusual skin lesions?

43. Have you ever:
a. Received treatment, advice or counseling from [ ] [ ]
a physician, other practitioner or an
organization for an alcohol problem?
b. Used cocaine or other drugs except as [ ] [ ]
prescribed by a physician or licensed
practitioner?

44. Have you ever been treated for, or been diagnosed [ ] [ ]
by a member of the medical profession as having
Acquired Immune Deficiency Syndrome (AIDS) or
AIDS-Related Complex (ARC)?

45. Have you ever been treated for or diagnosed as
having: [ ] [ ]
a. Cancer; tumor; or diabetes? [ ] [ ]
b. High blood pressure; stroke; or disease of
heart, blood or circulatory system? [ ] [ ]
c. Any mental or nervous disorder; epilepsy; any
muscular or skeletal disorder; or any [ ] [ ]
paralysis or deformity?
d. Disease or disorder of: kidneys; lungs;
stomach; liver; digestive system; or urinary
system?

46. Other than above, have you within the past 5 [ ] [ ]
years: had a check up or consultation; been a
patient in a medical facility; or been advised to
have any diagnostic test, hospitalization or
surgery?
- --------------------------------------------------------------------------------
47. Give details to each YES answer to questions
42 through 46.(Attach additional sheet, if
necessary.)
-------------------------------------------------------------------
Detail and severity of
condition. Number of
Ques. # Onset Recov attacks. Specific Physician/Health
Letter Mo/Yr Mo/Yr. diagnosis, Facility address
medication/treatment.
-------------------------------------------------------------------
Illness
-------------------------
Treatment
-------------------------------------------------------------------
Illness
-------------------------
Treatment
-------------------------------------------------------------------
Illness
-------------------------
Treatment
-------------------------------------------------------------------
Illness
-------------------------
Treatment
-------------------------------------------------------------------

- ---------------------------------------------------------------------------
</TABLE>

APP-557-90

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
Application
Continued
- -------------------------------------------------------------------------------
Company Use
(Additions and
Amendments)
- -------------------------------------------------------------------------------
Declarations GENERAL. To the best of my knowledge and belief the answers
recorded are true and complete. In those states where written
consent is required by law, my agreement in writing is required
to any entry made by the Company in the "Company Use" section
as to: (a) age; or (b) plan of insurance; or (c) riders; or (d)
amounts; or (e) rate class.

WHEN INSURANCE TAKES EFFECT. If a prepayment is made in
connection with this Application, the insurance will take
effect as stated in the Prepayment Receipt and Temporary
Insurance Agreement. Otherwise, the insurance will take effect
only when the first premium is paid; provided that at the time
of such payment: (a) this Application has been approved by the
Company at 501 Boylston Street, Boston, MA; and (b) there has
been no change in insurability as represented in this
Application since the date of the Application.

LIMITATION ON AUTHORITY OF AGENTS AND EXAMINERS. Agents and
Examiners do not have authority: (a) to determine insurability;
(b) to change any terms of this Application; or (c) to make a
contract for the Company.
- -------------------------------------------------------------------------------
Authorization In order that insurance can be issued, I authorize each of the
following having records or knowledge of me or my health to
give this information to the Company: a medical practitioner; a
medical facility; an insurance company; the Medical Information
Bureau; a consumer reporting bureau; and any other company,
concern or person. If insurance on any minor child is applied
for this authorization extends to records and knowledge of that
child and the child's health. Information received by the
Company may be disclosed to third parties in the conduct of the
Company's business.

I understand that: I have a right of access to and correction
of all information obtained by the Company; I can ask to be
interviewed with respect to any investigative consumer report;
and I can ask for a copy of any such report. A photocopy of
this authorization is as valid as the original. This
authorization is valid for 30 months from the date it is
signed. I have received a Notice of Information Practices; this
Notice gives a more detailed description of the information
practices of the Company.
- -------------------------------------------------------------------------------

Signatures Signed at Date
-------------------- -------------------
city state month day year

Proposed
Insured
---------------------------------------------

Applicant if
Other than
Proposed Insured
---------------------------------------------

Agent
---------------------------------------------

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

Owner's
Certification
(in lieu Owner's Social Security or
of W9) Taxpayer Identification Number: _____________________________

[ ] I am [ ] I am not subject to
backup withholding under
Section 3406(a)(l)(c) of the Internal
Revenue Code. Under penalties of perjury,
I certify that the information
in this section is true, correct and
complete.

Signature
of Owner _______________________ Date ______________________
month day year

- ----------------------------------------------------------------------------------
</TABLE>

APP-557-90

<PAGE>

<TABLE>
<CAPTION>
<S> <C><C> <C> <C> <C> <C>
Agent
Certificate
(Completion required in every case.)
- ---------------------------------------------------------------------------------------
Questions 1. Did you see the Proposed Insured on the date [ ] YES [ ] NO
the application was signed? If NO, explain in
REMARKS.

2. Is the Proposed Insured a citizen of the USA?
If NO, specify: Date of entry Type of visa
------------- ------------------
mo day yr

3. If Proposed Insured's name has been changed in the past 10 years, give former
name(s).

-----------------------------------------------------------------------------------
4. Provide phone number where Proposed Insured can
be contacted.
-----------------
Preferred calling time AM PM
------- -------
5. If Proposed Insured is a juvenile (ages 0 through 14);

a. Give name and relation of person responsible
for support.

----------------------------------------------------------
b. Give Life Insurance in force on above person's life. ---------------------------------

c. Are there any other children insured for less [ ] YES [ ] NO
than this child?
If YES, provide details in REMARKS.

6. Has a nonmedical been submitted based on expanded nonmedical [ ] YES [ ] NO
limit?
If YES:
Date of Physician's Who completed
Exam detailed in APS the exam?
-------------- ----------------------------
mo day year Physician's name and address
7. Do you have knowledge or reason to believe that any insurance or
annuity in this or any other company has been or will be replaced
as a result of this Application for insurance? [ ] YES [ ] NO

8. Is this Business Insurance? [ ] YES [ ] NO
If YES, complete the following:

a. Describe purpose of insurance.
[ ] Key Employee [ ] Buy-Sell [ ] Deferred Compensation
[ ] Salary Continuation [ ] Split Dollar [ ] Section 162 Bonus Plan
[ ] Other (Describe in REMARKS.)
b. Are other key individuals insured or being insured for [ ] YES [ ] NO
similar amounts?
If NO, state why not.
c. What percentage of business does the applicant own or control? %
-----------------------------
Give names and amount of business coverage in force and/or applied for for all key associates,
plus the percentage of ownership in each:

Name Amount % Name Amount %
----------------------------------------------------------------------------------------------
$ $
----------------------------------------------------------------------------------------------
$ $
----------------------------------------------------------------------------------------------
</TABLE>

APP-557-90

<PAGE>

<TABLE>
<CAPTION>
Agent
Certificate
Continued (Completion required in every case.)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
d. Year Business was established. [______]

e. For the Business, provide approximate amount of:
Assets Liabilities Net Worth Net Income
--------------------------------------------------------------------------------
$ $ $ $
--------------------------------------------------------------------------------

9. If Paid Up Additions Rider or FTR was requested, submit copy of Illustration to
the home office with Application.

10. State Source of Funds if $10,000 or greater.
- -------------------------------------------------------------------------------------------------

Complete questions 11 and 12 for Variable Life Only:

11. Is policyowner associated with a member firm of the NASD? (If YES, give name
and address of firm.)

12. Tax Bracket (%) [__________]

- -------------------------------------------------------------------------------------------------
Remarks
- -------------------------------------------------------------------------------------------------
Signature To the best of my knowledge, I have presented the Company all pertinent facts
regarding the Proposed Insured and regarding this Application.

Signature
of Agent [___________________] Date [_____________]
month day year
- -------------------------------------------------------------------------------------------------
General If agent of another company,
Agent give name of company.
Certificate [____________________]

Is agent licensed where
Application is written? [ ] YES [ ] NO

Signature
of General
Agent [_____________] Date [_____________]
month day year
- -------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Commission Split
Agent Agent Agent Agency ------------------------------------
Identification Name Number Number First Renewal
---------------------------------------------------------------------------------

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

- -------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
For Variable Accepted for
Life Only the Company [________________________] Date [_____________]
month day year
</TABLE>

- -------------------------------------------------------------------------------
COMPLETE ABOVE DATA IN ALL CASES FOR PROPER CREDITING OF
COMMISSIONS

<PAGE>

Exhibit 99.7

POWERS OF ATTORNEY
------------------

We, the undersigned directors and officers of New England Life Insurance
Company, a Massachusetts corporation, hereby constitute and appoint Anne M.
Goggin, Rodney J. Chandler, Maura A. Murphy, Marie C. Swift and H. James Wilson,
each of them singly, our true and lawful attorneys, with full power to them and
each of them to sign for us and in our names and in the capacities indicated
below, the Registration Statements filed with the Securities and Exchange
Commission for the purpose of registering New England Variable Life Separate
Account established by New England Life Insurance Company on January 31, 1983 as
a unit investment trust under the Investment Company Act of 1940 and the
variable life policies issued by said separate account under the Securities Act
of 1933, and any and all amendments thereto, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys to said Registration
Statements and any and all amendments thereto.

In addition, we, the undersigned directors and officers of New England Life
Insurance Company, a Massachusetts corporation, hereby constitute and appoint
Anne M. Goggin, Rodney J. Chandler, Maura A. Murphy, Marie C. Swift and H. James
Wilson, each of them singly, our true and lawful attorneys, with full power to
them and each of them to sign for us and in our names and in the capacities
indicated below, the Registration Statements filed with the Securities and
Exchange Commission for the purpose of registering New England Variable Annuity
Separate Account established by New England Life Insurance Company on July 1,
1994 as a unit investment trust under the Investment Company Act of 1940 and the
variable annuity contracts issued by said separate account under the Securities
Act of 1933, and any and all amendments thereto, hereby ratifying and confirming
our signatures as they may be signed by our said attorneys to said Registration
Statements and any and all amendments thereto.

Witness our hands on the date set forth below.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert A. Shafto Chairman, President and Chief November 20, 1996
- ------------------------ Executive Officer
Robert A. Shafto
</TABLE>

<PAGE>

Powers of Attorney
Page 2
<TABLE>
<CAPTION>
<S> <C> <C>

/s/ Susan C. Crampton Director November 20, 1996
- ----------------------------
Susan C. Crampton

Senior Vice President and November 20, 1996
/s/ Chester R. Frost Treasurer,
- ---------------------------- Chief Accounting Officer
Chester R. Frost

/s/ Edward A. Fox Director November 20, 1996
- ----------------------------
Edward A. Fox

/s/ George J. Goodman Director November 20, 1996
- ----------------------------
George J. Goodman

/s/ Paul E. Gray Director November 20, 1996
- ----------------------------
Paul E. Gray

/s/ Evelyn E. Handler Director November 20, 1996
- ----------------------------
Evelyn E. Handler

/s/ Philip K. Howard Director November 20, 1996
- ----------------------------
Philip K. Howard

/s/ Harry P. Kamen Director November 20, 1996
- ----------------------------
Harry P. Kamen

/s/ Terence Lennon Director November 20, 1996
- ----------------------------
Terence Lennon

/s/ Bernard A. Leventhal Director November 20, 1996
- ----------------------------
Bernard A. Leventhal

/s/ Thomas J. May Director November 20, 1996
- ----------------------------
Thomas J. May

/s/ Roy W. Menninger, M.D. Director November 20, 1996
- ----------------------------
Roy W. Menninger, M.D.

</TABLE>

<PAGE>

Powers of Attorney
Page 3
<TABLE>
<CAPTION>
<S> <C> <C>

/s/ Stewart G. Nagler Director November 20, 1996
- ------------------------------
Stewart G. Nagler

Executive Vice November 20, 1996
/s/ Robert E. Schneider President and
- ------------------------------ Chief Financial Officer
Robert E. Schneider

/s/ Rand N. Stowell Director November 20, 1996
- ------------------------------
Rand N. Stowell

/s/ Alexander B. Trowbridge Director November 20, 1996
- ------------------------------
Alexander B. Trowbridge
</TABLE>