<PAGE>
NEW ENGLAND LIFE
INSURANCE COMPANY
Zenith Survivorship Life
Supplement dated December 23, 1997
to Prospectus dated May 1, 1997
The Policies to which this Supplement relates have the following differences
from the Policies described in the Prospectus dated May 1, 1997:
(1) Currently, NELICO intends that the 9% sales charge will be deducted
from premium payments made in each Policy year (through the first 15 Policy
years) until an amount equal to a Target Premium has been paid; premium
payments during a Policy year in excess of this amount will not be subject
to the sales charge. (See "Charges and Expenses--Deductions from Premiums"
for a description of the sales charge.)
The Target Premium for a Policy covering two insureds who are each
assigned to a standard or better underwriting class equals the level annual
premium necessary to keep a level death benefit Policy in-force until age
80 of the younger insured, if that insured's issue age is 60 or below,
assuming charges are imposed at the guaranteed levels and a 4% rate of
interest. (The Policy duration used for calculating the Target Premium is
20 years if the younger insured's issue age is above 60 up to 65, to age 85
of the younger insured if that insured's issue age is above 65 up to 80,
and 5 years if the younger insured's issue age is above 80). If an insured
is assigned to a class below standard, the Target Premium for the Policy
will be up to 140% of the comparable Target Premium described above,
depending on the underwriting class of each insured. Certain riders
increase the Target Premium for the Policy above the amounts described
herein. The Target Premium is designated on your personalized illustration.
(2) Currently, the mortality and expense risk charge will be at an annual
rate of .75% of sub-account assets, rather than .90%. (See "Charges and
Expenses--Charges Against the Eligible Funds and the Sub-Accounts of the
Variable Account" for a description of the mortality and expense risk
charge.)
(3) Currently, the monthly Administrative Charge that is deducted from
cash value will be $0.16 per $1,000 of Policy face amount, rather than
$0.12, in the first Policy year. In addition, instead of $0.06 per $1,000
of Policy face amount, the monthly Administrative Charge in the second
through tenth Policy years will be, on a current basis, $0.05 per $1,000 of
Policy face amount, for two insureds who are each assigned to a standard or
better underwriting class; $0.075 per $1,000 of Policy face amount if only
one insured is in a standard or better class; and $0.10 per $1,000 of
Policy face amount if neither insured is in a standard or better class. In
Policy years eleven and after, currently the monthly Administrative Charge
will be $0.03 per $1,000 of Policy face amount rather than $0.06. The
current monthly Administrative Charge will apply to no more than $4 million
of Policy face amount beginning in the second Policy year. As a result, the
maximum monthly charge currently deducted in the second Policy year, for
example, will be $200 per month for two insureds who are each a standard or
better risk and $400 per month if neither insured is a standard or better
risk. This limit replaces the limit of $240 per month on the current
Administrative Charge that is described in the prospectus. The guaranteed
maximum monthly Administrative Charge ($0.16 per $1,000 of face amount in
the first Policy year and $0.10 per $1,000 thereafter) remains as described
in the Prospectus. (See "Charges and Expenses--Monthly Deduction from Cash
Value" for a complete description of the monthly Administrative Charge.)
(4) There will be three standard nonsmoker underwriting classes. Under a
Policy with a face amount of $500,000 or more the available standard
nonsmoker classes for an insured whose issue age is 20 through 75 are
nonsmoker preferred and nonsmoker residual. For Policies with a face amount
below $500,000 and for all insureds whose issue age is above 75, only the
nonsmoker class is used. Among these three standard 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. (See "Charges and Expenses--Monthly
Deduction from Cash Value" for a discussion of the monthly charge for the
cost of insurance and related underwriting classes.)
S-1
<PAGE>
(5) Currently, the effective interest rate credited on amounts taken from
the Policy's sub-accounts as the result of a Policy loan is 4% per year for
the first 15 Policy years and 5% thereafter. The guaranteed rate credited
to such amounts remains as described in the Prospectus. In addition, for
Policy years 16 and after, NELICO currently intends to base the loan value
on 100% of the Policy's projected cash value, rather than 90%, as described
in item (i) in the second paragraph under "Loan Provision" on Page A-26 of
the Prospectus. On a guaranteed basis the loan value formula remains as
described in the Prospectus. (See "Other Policy Features--Loan Provision".)
(6) The maximum commissions payable with respect to sales of the Policies
will be the percentages shown in the Prospectus under "NELICO's
Distribution Agreement", multiplied by the Target Premium for the Policy,
rather than the Benchmark Premium.
The following paragraph is added to the end of the section "Exchange of
Policy During First 24 Months" on pages A-30 and A-31:
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.
The first three paragraphs on page A-32 under "Additional Benefits by Rider"
are replaced with the following, for Policies to which this Supplement
relates:
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 charge as part of the Monthly Deduction
from cash value. The rider benefits available with the Policies provide fixed
benefits that do not vary with the investment experience of the Variable
Account, and rider benefits are subject to different terms, conditions, and
guarantees than is the Policy.
It may be to your economic advantage to include a significant portion or
percentage of your insurance coverage under a joint life term rider to age
100.
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. However, charges deducted from the Policy's cash value to
pay for term rider coverage no longer participate in the investment experience
of the Separate Account; and the cost of term rider coverage (like the cost of
coverage under the Policy) generally increases with the age of the covered
individual.
----------------
For Policies covered by this Supplement, Policy charges differ from those
described in the Prospectus as outlined above. Accordingly, the investment
experience information set forth in Appendix B does not provide hypothetical
illustrations of the investment experience of the Policies covered by this
Supplement.
For Policies covered by this Supplement, the disclosure and illustrations
contained in Appendix A, pages A-52 through A-59, are replaced with the
following:
S-2
<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 annual premium payments of $16,000 for a male and
a female, both aged 55. The insureds are each assumed to be in the nonsmoker
preferred risk classification. The Tables assume no rider benefits. Values are
first given based on current mortality and other Policy charges and then based
on guaranteed mortality and other Policy charges. Each illustration is given
for a Policy with an Option A death benefit, a Policy with an Option B death
benefit and a Policy with an Option C death benefit. A Policy with an Option D
death benefit, under the circumstances illustrated, will have the same values
as a Policy with an Option B 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.
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
premiums were paid in other amounts or at other than annual intervals. 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 or
partial surrender were made during the period of time illustrated, if either
or both insureds were in a different risk classification, or if the Policies
were issued on insureds of the same sex or at unisex rates.
The death benefits, net cash values and cash values shown in the tables
reflect: (i) deductions from premiums for the sales charge and state and
federal premium tax charge; and (ii) a Monthly Deduction (consisting of a
Policy fee, an administrative charge, a minimum death benefit guarantee
charge, a charge for the cost of insurance and charges for any additional
benefits) 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 14 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 .75% (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 .77%
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 bear 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".)
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 -
1.51%, 4.40%, and 10.31%, respectively, based on NELICO's current charge for
mortality and expense risks and -1.66%, 4.24% and 10.15%, 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
S-3
<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 a personalized illustration reflecting the
proposed insureds' age, sex, underwriting classification, and the face amount
or premium payment schedule requested. Where applicable, NELICO will also
furnish upon request an illustration for a Policy which is not affected by the
sex of the insureds.
The illustrations using current Policy charges assume that the 9% sales
charge is waived after the 15th policy year. For Policies issued in
Pennsylvania, NELICO does not intend to waive this charge until after the 17th
policy year. Purchasers in Pennsylvania should refer to a personalized
illustration, which will reflect the longer duration of this sales charge.
S-4
<PAGE>
MALE AND FEMALE BOTH ISSUE AGE 55
$16,000 ANNUAL PREMIUM FOR NON-SMOKER PREFERRED UNDERWRITING RISK
$1,000,000 FACE AMOUNT
OPTION A (ENHANCED WITH FACE AMOUNT)--FIXED DEATH BENEFIT
THIS ILLUSTRATION IS BASED ON CURRENT POLICY CHARGES.
<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
END ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF
POLICY INTEREST -------------------------------- ---------------------------- ----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------ ----------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 16,800 $1,000,000 $1,000,000 $1,000,000 $ 6,095 $ 6,883 $ 7,672 $ 12,163 $ 12,951 $ 13,740
2 34,440 1,000,000 1,000,000 1,000,000 19,379 21,751 24,217 25,447 27,819 30,285
3 52,962 1,000,000 1,000,000 1,000,000 25,662 30,471 35,666 38,525 43,334 48,529
4 72,410 1,000,000 1,000,000 1,000,000 38,532 46,659 55,781 51,395 59,522 68,644
5 92,831 1,000,000 1,000,000 1,000,000 51,194 63,546 77,955 64,057 76,409 90,818
6 114,272 1,000,000 1,000,000 1,000,000 65,030 82,540 103,780 76,508 94,018 115,258
7 136,786 1,000,000 1,000,000 1,000,000 78,651 102,282 132,099 88,744 112,376 142,193
8 160,425 1,000,000 1,000,000 1,000,000 92,053 122,798 163,163 100,761 131,507 171,871
9 185,246 1,000,000 1,000,000 1,000,000 105,229 144,114 197,246 112,553 151,438 204,570
10 211,309 1,000,000 1,000,000 1,000,000 118,172 166,254 234,654 124,111 172,193 240,593
15 362,520 1,000,000 1,000,000 1,000,000 179,176 290,597 485,256 179,176 290,597 485,256
20 555,508 1,000,000 1,000,000 1,377,704 229,200 438,228 887,982 229,200 438,228 887,982
25 801,815 1,000,000 1,000,000 2,314,951 255,096 608,880 1,520,493 255,096 608,880 1,520,493
30 1,116,173 1,000,000 1,195,982 3,677,417 211,537 785,538 2,415,381 211,537 785,538 2,415,381
35 1,517,381 1,000,000 1,400,950 5,337,130 35,957 920,164 3,505,504 35,957 920,164 3,505,504
<CAPTION>
INTERNAL RATE OF RETURN
ON NET CASH VALUE INTERNAL RATE OF RETURN
ASSUMING ON DEATH BENEFIT
END HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
OF ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY ----------------------------- --------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- ------- --------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1 -61.91% -56.98% -52.05% 6,150.00% 6,150.00% 6,150.00%
2 -29.12 -23.14 -17.20 642.15 642.15 642.15
3 -28.20 -21.06 -14.13 258.47 258.47 258.47
4 -19.30 -12.25 -5.42 148.92 148.92 148.92
5 -14.53 -7.58 -.86 100.39 100.39 100.39
6 -11.04 -4.30 2.23 73.77 73.77 73.77
7 -8.85 -2.27 4.13 57.22 57.22 57.22
8 -7.38 -.92 5.37 46.06 46.06 46.06
9 -6.35 .02 6.24 38.07 38.07 38.07
10 -5.59 .70 6.86 32.11 32.11 32.11
15 -3.75 2.36 8.39 16.46 16.46 16.46
20 -3.30 2.91 8.96 9.93 9.93 12.52
25 -3.67 3.09 9.18 6.48 6.48 11.81
30 -6.00 3.01 9.08 4.39 5.38 11.20
35 -30.79 2.61 8.70 3.02 4.63 10.47
</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
OF 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 NELICO OR THE ELIGIBLE FUNDS THAT THOSE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
S-5
<PAGE>
MALE AND FEMALE BOTH ISSUE AGE 55
$16,000 ANNUAL PREMIUM FOR NON-SMOKER PREFERRED UNDERWRITING RISK
$1,000,000 FACE AMOUNT
OPTION B (ENHANCED WITH FACE AMOUNT PLUS CASH VALUE)--VARIABLE DEATH BENEFIT
THIS ILLUSTRATION IS BASED ON CURRENT POLICY CHARGES.
<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
END ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF
POLICY INTEREST -------------------------------- ---------------------------- ----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------ ----------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 16,800 $1,012,163 $1,012,951 $1,013,740 $ 6,095 $ 6,883 $ 7,672 $ 12,163 $ 12,951 $ 13,740
2 34,440 1,025,447 1,027,818 1,030,285 19,379 21,750 24,217 25,447 27,818 30,285
3 52,962 1,038,524 1,043,334 1,048,528 25,661 30,470 35,665 38,524 43,334 48,528
4 72,410 1,051,394 1,059,520 1,068,641 38,530 46,657 55,778 51,394 59,520 68,641
5 92,831 1,064,053 1,076,404 1,090,812 51,190 63,540 77,949 64,053 76,404 90,812
6 114,272 1,076,499 1,094,007 1,115,245 65,021 82,529 103,766 76,499 94,007 115,245
7 136,786 1,088,728 1,112,354 1,142,165 78,634 102,261 132,071 88,728 112,354 142,165
8 160,425 1,100,732 1,131,467 1,171,818 92,023 122,759 163,109 100,732 131,467 171,818
9 185,246 1,112,503 1,151,369 1,204,474 105,179 144,045 197,150 112,503 151,369 204,474
10 211,309 1,124,032 1,172,078 1,240,427 118,093 166,139 234,488 124,032 172,078 240,427
15 362,520 1,178,633 1,289,667 1,483,637 178,633 289,667 483,637 178,633 289,667 483,637
20 555,508 1,226,456 1,432,652 1,877,990 226,456 432,652 877,990 226,456 432,652 877,990
25 801,815 1,242,721 1,578,461 2,486,744 242,721 578,461 1,486,744 242,721 578,461 1,486,744
30 1,116,173 1,168,567 1,658,094 3,366,751 168,567 658,094 2,366,751 168,567 658,094 2,366,751
35 1,517,381 1,595,316 4,621,159 595,316 3,621,159 595,316 3,621,159
<CAPTION>
INTERNAL RATE OF RETURN
ON NET CASH VALUE INTERNAL RATE OF RETURN
ASSUMING ON DEATH BENEFIT
END HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
OF ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY ----------------------------- --------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- ------- --------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1 -61.91% -56.98% -52.05% 6,226.02% 6,230.94% 6,235.87%
2 -29.12 -23.14 -17.20 652.13 653.05 654.01
3 -28.20 -21.06 -14.13 263.56 264.19 264.86
4 -19.30 -12.25 -5.43 152.57 153.14 153.77
5 -14.53 -7.58 -.86 103.39 103.95 104.60
6 -11.04 -4.31 2.23 76.41 76.99 77.69
7 -8.85 -2.27 4.12 59.64 60.25 61.01
8 -7.39 -.93 5.37 48.31 48.96 49.79
9 -6.36 .01 6.23 40.21 40.90 41.81
10 -5.61 .68 6.85 34.16 34.89 35.89
15 -3.79 2.32 8.35 18.26 19.24 20.76
20 -3.42 2.79 8.87 11.59 12.83 14.97
25 -4.10 2.73 9.04 7.89 9.42 12.25
30 -8.02 1.96 8.98 5.25 7.13 10.76
35 .34 8.84 5.23 9.87
</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
OF 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 NELICO OR THE ELIGIBLE FUNDS THAT THOSE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
S-6
<PAGE>
MALE AND FEMALE BOTH ISSUE AGE 55
$16,000 ANNUAL PREMIUM FOR NON-SMOKER PREFERRED UNDERWRITING RISK
$1,000,000 FACE AMOUNT
OPTION C (FACE AMOUNT)--FIXED DEATH BENEFIT
THIS ILLUSTRATION IS BASED ON CURRENT POLICY CHARGES.
<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
END ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF
POLICY INTEREST -------------------------------- ------------------------------ ------------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------ ----------- ---------- ---------- ---------- -------- ---------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 16,800 $1,000,000 $1,000,000 $1,000,000 $ 6,095 $ 6,883 $ 7,672 $ 12,163 $ 12,951 $ 13,740
2 34,440 1,000,000 1,000,000 1,000,000 19,379 21,751 24,217 25,447 27,819 30,285
3 52,962 1,000,000 1,000,000 1,000,000 25,662 30,471 35,666 38,525 43,334 48,529
4 72,410 1,000,000 1,000,000 1,000,000 38,532 46,659 55,781 51,395 59,522 68,644
5 92,831 1,000,000 1,000,000 1,000,000 51,194 63,546 77,955 64,057 76,409 90,818
6 114,272 1,000,000 1,000,000 1,000,000 65,030 82,540 103,780 76,508 94,018 115,258
7 136,786 1,000,000 1,000,000 1,000,000 78,651 102,282 132,099 88,744 112,376 142,193
8 160,425 1,000,000 1,000,000 1,000,000 92,053 122,798 163,163 100,761 131,507 171,871
9 185,246 1,000,000 1,000,000 1,000,000 105,229 144,114 197,246 112,553 151,438 204,570
10 211,309 1,000,000 1,000,000 1,000,000 118,172 166,254 234,654 124,111 172,193 240,593
15 362,520 1,000,000 1,000,000 1,000,000 179,176 290,597 485,256 179,176 290,597 485,256
20 555,508 1,000,000 1,000,000 1,000,000 229,200 438,228 889,792 229,200 438,228 889,792
25 801,815 1,000,000 1,000,000 1,629,101 255,096 608,880 1,551,525 255,096 608,880 1,551,525
30 1,116,173 1,000,000 1,000,000 2,750,238 211,537 800,284 2,619,274 211,537 800,284 2,619,274
35 1,517,381 1,000,000 1,104,206 4,539,271 35,957 1,051,625 4,323,115 35,957 1,051,625 4,323,115
<CAPTION>
INTERNAL RATE OF RETURN
ON NET CASH VALUE INTERNAL RATE OF RETURN
ASSUMING ON DEATH BENEFIT
END HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
OF ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY ----------------------------- --------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- ------- --------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1 -61.91% -56.98% -52.05% 6,150.00% 6,150.00% 6,150.00%
2 -29.12 -23.14 -17.20 642.15 642.15 642.15
3 -28.20 -21.06 -14.13 258.47 258.47 258.47
4 -19.30 -12.25 -5.42 148.92 148.92 148.92
5 -14.53 -7.58 -.86 100.39 100.39 100.39
6 -11.04 -4.30 2.23 73.77 73.77 73.77
7 -8.85 -2.27 4.13 57.22 57.22 57.22
8 -7.38 -.92 5.37 46.06 46.06 46.06
9 -6.35 .02 6.24 38.07 38.07 38.07
10 -5.59 .70 6.86 32.11 32.11 32.11
15 -3.75 2.36 8.39 16.46 16.46 16.46
20 -3.30 2.91 8.98 9.93 9.93 9.93
25 -3.67 3.09 9.31 6.48 6.48 9.62
30 -6.00 3.12 9.49 4.39 4.39 9.74
35 -30.79 3.26 9.59 3.02 3.50 9.79
</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
OF 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 NELICO OR THE ELIGIBLE FUNDS THAT THOSE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
S-7
<PAGE>
MALE AND FEMALE BOTH ISSUE AGE 55
$16,000 ANNUAL PREMIUM FOR NON-SMOKER PREFERRED UNDERWRITING RISK
$1,000,000 FACE AMOUNT
OPTION A (ENHANCED WITH FACE AMOUNT)--FIXED DEATH BENEFIT
THIS ILLUSTRATION IS BASED ON GUARANTEED POLICY CHARGES.
<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
END ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF
POLICY INTEREST -------------------------------- ---------------------------- ----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------ ----------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 16,800 $1,000,000 $1,000,000 $1,000,000 $ 5,561 $ 6,319 $ 7,078 $ 11,629 $ 12,387 $ 13,147
2 34,440 1,000,000 1,000,000 1,000,000 17,622 19,878 22,226 23,690 25,946 28,294
3 52,962 1,000,000 1,000,000 1,000,000 22,576 27,106 32,005 35,439 39,969 44,868
4 72,410 1,000,000 1,000,000 1,000,000 33,995 41,590 50,129 46,858 54,453 62,992
5 92,831 1,000,000 1,000,000 1,000,000 45,062 56,529 69,938 57,925 69,392 82,801
6 114,272 1,000,000 1,000,000 1,000,000 57,131 73,295 92,960 68,609 84,773 104,438
7 136,786 1,000,000 1,000,000 1,000,000 68,780 90,481 117,962 78,874 100,574 128,056
8 160,425 1,000,000 1,000,000 1,000,000 79,958 108,052 145,103 88,667 116,760 153,812
9 185,246 1,000,000 1,000,000 1,000,000 90,595 125,954 174,545 97,919 133,278 181,869
10 211,309 1,000,000 1,000,000 1,000,000 100,606 144,121 206,462 106,545 150,061 212,401
15 362,520 1,000,000 1,000,000 1,000,000 136,890 235,177 410,461 136,890 235,177 410,461
20 555,508 1,000,000 1,000,000 1,113,745 129,921 309,487 717,850 129,921 309,487 717,850
25 801,815 1,000,000 1,000,000 1,755,429 29,956 330,360 1,152,991 29,956 330,360 1,152,991
30 1,116,173 1,000,000 1,000,000 2,472,087 185,290 1,623,702 185,290 1,623,702
35 1,517,381 1,000,000 1,000,000 2,824,120 1,854,923 1,854,923
<CAPTION>
INTERNAL RATE OF RETURN
ON NET CASH VALUE INTERNAL RATE OF RETURN
ASSUMING ON DEATH BENEFIT
END HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
OF ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY ----------------------------- --------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- ------- --------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1 -65.24% -60.50% -55.76% 6,150.00% 6,150.00% 6,150.00%
2 -33.75 -27.84 -21.97 642.15 642.15 642.15
3 -33.24 -25.97 -18.94 258.47 258.47 258.47
4 -23.76 -16.52 -9.54 148.92 148.92 148.92
5 -18.56 -11.36 -4.45 100.39 100.39 100.39
6 -14.67 -7.67 -.92 73.77 73.77 73.77
7 -12.22 -5.34 1.30 57.22 57.22 57.22
8 -10.58 -3.78 2.78 46.06 46.06 46.06
9 -9.44 -2.69 3.82 38.07 38.07 38.07
10 -8.65 -1.91 4.59 32.11 32.11 32.11
15 -7.41 -.25 6.45 16.46 16.46 16.46
20 -9.67 -.32 7.19 9.93 9.93 10.81
25 -34.82 -1.51 7.41 6.48 6.48 10.09
30 -7.15 7.02 4.39 9.20
35 5.92 7.77
</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
OF 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 NELICO OR THE ELIGIBLE FUNDS THAT THOSE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
S-8
<PAGE>
MALE AND FEMALE BOTH ISSUE AGE 55
$16,000 ANNUAL PREMIUM FOR NON-SMOKER PREFERRED UNDERWRITING RISK
$1,000,000 FACE AMOUNT
OPTION B (ENHANCED WITH FACE AMOUNT PLUS CASH VALUE)--VARIABLE DEATH BENEFIT
THIS ILLUSTRATION IS BASED ON GUARANTEED POLICY CHARGES.
<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
END ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF
POLICY INTEREST -------------------------------- ---------------------------- ----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------ ----------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 16,800 $1,011,629 $1,012,387 $1,013,146 $ 5,561 $ 6,319 $ 7,078 $ 11,629 $ 12,387 $ 13,146
2 34,440 1,023,685 1,025,941 1,028,289 17,617 19,873 22,221 23,685 25,941 28,289
3 52,962 1,035,424 1,039,952 1,044,849 22,561 27,089 31,986 35,424 39,952 44,849
4 72,410 1,046,821 1,054,410 1,062,941 33,958 41,547 50,078 46,821 54,410 62,941
5 92,831 1,057,849 1,069,300 1,082,690 44,986 56,437 69,827 57,849 69,300 82,690
6 114,272 1,068,472 1,084,599 1,104,220 56,994 73,121 92,742 68,472 84,599 104,220
7 136,786 1,078,643 1,100,271 1,127,660 68,549 90,178 117,567 78,643 100,271 127,660
8 160,425 1,088,299 1,116,260 1,153,133 79,591 107,551 144,425 88,299 116,260 153,133
9 185,246 1,097,356 1,132,484 1,180,750 90,032 125,160 173,426 97,356 132,484 180,750
10 211,309 1,105,710 1,148,838 1,210,613 99,771 142,899 204,674 105,710 148,838 210,613
15 362,520 1,132,732 1,227,767 1,397,152 132,732 227,767 397,152 132,732 227,767 397,152
20 555,508 1,116,399 1,278,632 1,648,454 116,399 278,632 648,454 116,399 278,632 648,454
25 801,815 1,228,675 1,930,341 228,675 930,341 228,675 930,341
30 1,116,173 2,134,495 1,134,495 1,134,495
35 1,517,381 1,988,165 988,165 988,165
<CAPTION>
INTERNAL RATE OF RETURN
ON NET CASH VALUE INTERNAL RATE OF RETURN
ASSUMING ON DEATH BENEFIT
END HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
OF ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY ----------------------------- --------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- ------- --------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1 -65.25% -60.51% -55.76% 6,222.68% 6,227.42% 6,232.16%
2 -33.76 -27.85 -21.98 651.44 652.32 653.23
3 -33.26 -25.99 -18.97 263.16 263.75 264.38
4 -23.80 -16.55 -9.57 152.25 152.78 153.37
5 -18.61 -11.41 -4.50 103.11 103.63 104.24
6 -14.74 -7.73 -.99 76.14 76.68 77.33
7 -12.30 -5.42 1.21 59.37 59.94 60.64
8 -10.68 -3.88 2.68 48.04 48.64 49.41
9 -9.57 -2.82 3.70 39.93 40.57 41.41
10 -8.81 -2.07 4.43 33.87 34.54 35.46
15 -7.85 -.66 6.07 17.83 18.70 20.11
20 -11.05 -1.34 6.33 10.83 11.92 13.94
25 -4.64 6.00 7.82 10.68
30 5.09 8.45
35 2.96 6.23
</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
OF 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 NELICO OR THE ELIGIBLE FUNDS THAT THOSE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
S-9
<PAGE>
MALE AND FEMALE BOTH ISSUE AGE 55
$16,000 ANNUAL PREMIUM FOR NON-SMOKER PREFERRED UNDERWRITING RISK
$1,000,000 FACE AMOUNT
OPTION C (FACE AMOUNT)--FIXED DEATH BENEFIT
THIS ILLUSTRATION IS BASED ON GUARANTEED POLICY CHARGES.
<TABLE>
<CAPTION>
DEATH BENEFIT NET CASH VALUE CASH VALUE
PREMIUMS ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
END ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
OF AT 5% RATE OF RETURN OF RATE OF RETURN OF RATE OF RETURN OF
POLICY INTEREST -------------------------------- ---------------------------- ----------------------------
YEAR PER YEAR 0% 6% 12% 0% 6% 12% 0% 6% 12%
- ------ ----------- ---------- ---------- ---------- -------- -------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $ 16,800 $1,000,000 $1,000,000 $1,000,000 $ 5,561 $ 6,319 $ 7,078 $ 11,629 $ 12,387 $ 13,147
2 34,440 1,000,000 1,000,000 1,000,000 17,622 19,878 22,226 23,690 25,946 28,294
3 52,962 1,000,000 1,000,000 1,000,000 22,576 27,106 32,005 35,439 39,969 44,868
4 72,410 1,000,000 1,000,000 1,000,000 33,995 41,590 50,129 46,858 54,453 62,992
5 92,831 1,000,000 1,000,000 1,000,000 45,062 56,529 69,938 57,925 69,392 82,801
6 114,272 1,000,000 1,000,000 1,000,000 57,131 73,295 92,960 68,609 84,773 104,438
7 136,786 1,000,000 1,000,000 1,000,000 68,780 90,481 117,962 78,874 100,574 128,056
8 160,425 1,000,000 1,000,000 1,000,000 79,958 108,052 145,103 88,667 116,760 153,812
9 185,246 1,000,000 1,000,000 1,000,000 90,595 125,954 174,545 97,919 133,278 181,869
10 211,309 1,000,000 1,000,000 1,000,000 100,606 144,121 206,462 106,545 150,061 212,401
15 362,520 1,000,000 1,000,000 1,000,000 136,890 235,177 410,461 136,890 235,177 410,461
20 555,508 1,000,000 1,000,000 1,000,000 129,921 309,487 719,183 129,921 309,487 719,183
25 801,815 1,000,000 1,000,000 1,300,275 29,956 330,360 1,238,357 29,956 330,360 1,238,357
30 1,116,173 1,000,000 2,175,723 185,290 2,072,117 185,290 2,072,117
35 1,517,381 3,518,259 3,350,723 3,350,723
<CAPTION>
INTERNAL RATE OF RETURN
ON NET CASH VALUE INTERNAL RATE OF RETURN
ASSUMING ON DEATH BENEFIT
END HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
OF ANNUAL RATE OF RETURN OF ANNUAL RATE OF RETURN OF
POLICY ----------------------------- --------------------------------
YEAR 0% 6% 12% 0% 6% 12%
- ------- --------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1 -65.24% -60.50% -55.76% 6,150.00% 6,150.00% 6,150.00%
2 -33.75 -27.84 -21.97 642.15 642.15 642.15
3 -33.24 -25.97 -18.94 258.47 258.47 258.47
4 -23.76 -16.52 -9.54 148.92 148.92 148.92
5 -18.56 -11.36 -4.45 100.39 100.39 100.39
6 -14.67 -7.67 -.92 73.77 73.77 73.77
7 -12.22 -5.34 1.30 57.22 57.22 57.22
8 -10.58 -3.78 2.78 46.06 46.06 46.06
9 -9.44 -2.69 3.82 38.07 38.07 38.07
10 -8.65 -1.91 4.59 32.11 32.11 32.11
15 -7.41 -.25 6.45 16.46 16.46 16.46
20 -9.67 -.32 7.21 9.93 9.93 9.93
25 -34.82 -1.51 7.87 6.48 6.48 8.19
30 -7.15 8.29 4.39 8.55
35 8.51 8.72
</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
OF 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 NELICO OR THE ELIGIBLE FUNDS THAT THOSE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.
S-10
<PAGE>
----------------
The last sentence of the first paragraph on page A-25 of the Prospectus is
revised as follows:
However, no three-year Minimum Premium death benefit guarantee will apply
if you make a Policy loan or reinstate the Policy, if you reduce the face
amount or make a partial surrender that reduces the face amount, if you
add, reduce or delete a rider benefit, or if the rating classification of
your Policy is improved in the first three Policy years.
S-11
