NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT, 485APOS, 1999-01-20

NEW ENGLAND VARIABLE LIFE SEPARATE ACCOUNT
485APOS, 1999-01-20

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As filed with Securities and Exchange Commission on

January 20, 1999
Registration No. 33-88082
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------------------
FORM S-6

POST-EFFECTIVE AMENDMENT NO. 4
TO 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
Counsel
New England Life Insurance Company
501 Boylston Street
Boston, Massachusetts 02117
(Name and address of agent for service)

Copies to:
STEPHEN E. ROTH

Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004

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

It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on April 30, 1999 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[X] on April 10, 1999 pursuant to paragraph (a)(1) of Rule 485
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment

Title of Securities Being Registered: Units of Interest in Flexible Premium
Adjustable Variable Life Insurance Policies.

<PAGE>

ZENITH FLEXIBLE LIFE

Flexible Premium Adjustable
Variable Life Insurance Policies
Issued by

New England Variable Life Separate Account of
New England Life Insurance Company
501 Boylston Street
Boston, Massachusetts 02116
(617) 578-2000

This prospectus offers individual flexible premium adjustable variable life
insurance policies the ("Policies") issued by New England Life Insurance
Company ("NELICO").

The Policy provides premium flexibility and two types of death benefit
guarantees as long as your total premiums paid meet certain minimum
requirements and no policy loan is outstanding. (Policies issued in New York
offer one death benefit guarantee.)

You may choose between two death benefit options. One provides a fixed death
benefit equal to the Policy's face amount. The other provides a death benefit
that may vary daily with the investment experience of the Eligible Funds. Under
both death benefit options, the minimum death benefit guarantee(s) are
available. Cash value allocated to the Eligible Funds is not guaranteed, and
fluctuates daily with the investment results of the Eligible Funds.

You allocate net premiums among the investment Sub-Accounts of NELICO's
Variable Life Separate Account (the "Variable Account"). Each Sub-Account of
the Variable Account invests in shares of an Eligible Fund. The Eligible Funds
are:

NEW ENGLAND ZENITH FUND

Back Bay Advisors Bond Income Morgan Stanley International Magnum
Series Equity Series
Back Bay Advisors Managed Series MFS Investors Series
Back Bay Advisors Money Market MFS Research Managers Series
Series
Capital Growth Series VARIABLE INSURANCE PRODUCTS FUND
Westpeak Growth and Income Series
Westpeak Stock Index Series Overseas Portfolio
Loomis Sayles Balanced Series Equity-Income Portfolio
Loomis Sayles Small Cap Series High Income Portfolio
Alger Equity Growth Series
Davis Venture Value Series VARIABLE INSURANCE PRODUCTS FUND II
Goldman Sachs Midcap Value Series
Asset Manager Portfolio

You may also allocate net premiums to a Fixed Account in most states. Limits
apply to transfers to and from the Fixed Account.

You may cancel the Policy during the "Right to Return the Policy" period.
Replacing existing insurance with the Policy might not be to your advantage.

- ----------

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
POLICIES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE ELIGIBLE FUND PROSPECTUSES ARE ATTACHED. PLEASE READ THEM AND KEEP THEM
FOR REFERENCE.

WE DO NOT GUARANTEE HOW ANY OF THE SUB-ACCOUNTS OR ELIGIBLE FUNDS WILL
PERFORM. ALSO, NEITHER THE U.S. GOVERNMENT NOR ANY GOVERNMENT AGENCY INSURES OR
GUARANTEES YOUR INVESTMENT IN THE POLICIES.

APRIL 30, 1999
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GLOSSARY.................................................................. A-4
INTRODUCTION TO THE POLICIES.............................................. A-5
The Policies............................................................ A-5
Availability of the Policy.............................................. A-6
Policy Charges.......................................................... A-7
How the Policy Works.................................................... A-9
Receipt of Communications and Payments at NELICO's Home Office.......... A-10
NELICO.................................................................. A-10
POLICY VALUES AND BENEFITS................................................ A-11
Death Benefit........................................................... A-11
Minimum Guaranteed Death Benefit........................................ A-11
Death Proceeds Payable.................................................. A-12
Change in Death Benefit Option.......................................... A-12
Extending the Maturity Date............................................. 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
State Variations........................................................ A-15
CHARGES AND EXPENSES...................................................... A-15
Deductions from Premiums................................................ A-15
Surrender Charge........................................................ A-16
Monthly Deduction 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-21
PREMIUMS.................................................................. A-21
Flexible Premiums....................................................... A-21
Lapse and Reinstatement................................................. A-23
OTHER POLICY FEATURES..................................................... A-23
Increase in Face Amount................................................. A-23
Loan Provision.......................................................... A-24
Surrender............................................................... A-26
Partial Surrender....................................................... A-26
Reduction in Face Amount................................................ A-26
Acceleration of Death Benefit Rider..................................... A-27
Investment Options...................................................... A-27
Transfer Option......................................................... A-28
Substitution of Insured Person.......................................... A-28
Payment of Proceeds..................................................... A-28
24 Month Right.......................................................... A-28
Payment Options......................................................... A-29
Additional Benefits by Rider............................................ A-30
Policy Owner and Beneficiary............................................ A-30
THE VARIABLE ACCOUNT...................................................... A-31
Investments of the Variable Account..................................... A-31
Investment Objectives................................................... A-32
Investment Management................................................... A-34
THE FIXED ACCOUNT......................................................... A-34
General Description..................................................... A-35
</TABLE>

A-2
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<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Values and Benefits..................................................... A-35
Policy Transactions..................................................... A-35
NELICO'S DISTRIBUTION AGREEMENT........................................... A-36
LIMITS TO NELICO'S RIGHT TO CHALLENGE THE POLICY.......................... A-36
Misstatement of Age or Sex.............................................. A-37
Suicide................................................................. A-37
TAX CONSIDERATIONS........................................................ A-37
Introduction............................................................ A-37
Tax Status of the Policy................................................ A-37
Tax Treatment of Policy Benefits........................................ A-37
NELICO's Income Taxes................................................... A-39
MANAGEMENT................................................................ A-40
VOTING RIGHTS............................................................. A-42
RIGHTS RESERVED BY NELICO................................................. A-43
TOLL-FREE NUMBERS......................................................... A-43
REPORTS................................................................... A-43
ADVERTISING PRACTICES..................................................... A-44
LEGAL MATTERS............................................................. A-44
REGISTRATION STATEMENT.................................................... A-44
EXPERTS................................................................... A-44
APPENDIX A: ILLUSTRATIONS OF DEATH BENEFITS, CASH VALUES, NET CASH VALUE
AND ACCUMULATED PREMIUMS................................................. A-45
APPENDIX B: INVESTMENT EXPERIENCE INFORMATION............................. A-54
APPENDIX C: LONG TERM MARKET TRENDS....................................... A-75
APPENDIX D: USES OF LIFE INSURANCE........................................ A-77
APPENDIX E: TAX INFORMATION............................................... A-78
APPENDIX F: TAX LAW AND THE DEATH BENEFIT................................. A-79
FINANCIAL STATEMENTS...................................................... F-1
</TABLE>

A-3
<PAGE>

GLOSSARY

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

AGE. The age of an insured refers to the insured's age at his or her nearest
birthday.

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 our general
account as a result of the loan.

EXCESS POLICY LOAN. When Policy loans plus accrued interest exceed the
Policy's cash value less the applicable Surrender Charge.

FIXED ACCOUNT. The Fixed Account is a part of our general account to which
you may allocate net premiums. It provides guarantees of principal and
interest.

INVESTMENT START DATE. This is the latest of the date we first receive a
premium payment for the Policy, the date Part II of the Policy application is
signed and the Policy Date.

MATURITY DATE. The Policy anniversary on which the insured is (or would have
been) age 100. The Policy will not mature on this date if the extended
maturity option has been added to the Policy.

NET CASH VALUE. The amount you receive if you surrender the Policy. It is
equal to the Policy's cash value reduced by any Surrender Charge that would
apply on surrender and by any outstanding Policy loan and accrued interest.

NET INVESTMENT EXPERIENCE. For any period, a Sub-Account's net investment
experience equals the investment experience of the underlying Eligible Fund's
shares for the same period, reduced by the amount of charges against the Sub-
Account for that period.

PLANNED PREMIUM. The Planned Premium is the premium payment schedule you
choose to help meet your future goals under the Policy. The Planned Premium is
a level amount that is subject to certain limits under the Policy. Payments in
addition to any Planned Premium are called unscheduled payments in the Policy
and can be paid at any time, subject to certain limits.

PREMIUMS. Premiums include all payments under the Policy, whether a Planned
Premium or an unscheduled payment.

POLICY DATE. If you make a premium payment with the application, the Policy
Date is generally the later of the date Part II of the application was signed
and receipt of the premium payment. If you choose to pay the initial premium
upon delivery of the Policy, we issue the Policy with a Policy Date which is
generally five days after issue.

TARGET PREMIUM. We use the Target Premium to determine the amount of
Deferred Sales Charge that may apply on a surrender, partial surrender, lapse
or face amount reduction. In addition, we currently base the 4% sales charge
that applies in a Policy year, as well as sales commissions, on an amount
equal to 110% of the Policy's Target Premium. The Target Premium varies by
issue age, sex and underwriting class of the insured and the Policy's face
amount. The Target Premium is less than or equal to 75% of the annual premium
necessary to maintain a fixed benefit whole life insurance Policy for the same
face amount on the life of the insured. We calculate the annual whole life
premium using an assumed interest rate of 4%, guaranteed cost of insurance
charges and the current level of other Policy charges.

YOU. "You" refers to the Policy Owner.

A-4
<PAGE>

INTRODUCTION TO THE POLICIES

THE POLICIES

The Policies are designed to provide lifetime insurance coverage. They are
not offered primarily as an investment.

Here is a summary of the Policy's basic features. You should read the entire
prospectus for more complete information.

--You can make premium payments under the Policy based on a schedule you
determine, subject to some limits. We can limit or prohibit unscheduled
payments in some situations, including cases where the insured is in a
substandard risk class. (See "Premiums".)

--You can allocate net premiums to one or more of the Sub-Accounts of the
Variable Account corresponding to mutual fund portfolios after an initial
period in the Zenith Money Market Sub-Account. (See "Allocation of Net
Premiums" and "Investment Options".)

--The mutual fund portfolios available 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. We provide guarantees of Fixed Account principal
and interest. SPECIAL LIMITS APPLY TO TRANSFERS OF CASH VALUE FROM THE
FIXED ACCOUNT. We have 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 the net investment
experience of your Policy's Sub-Accounts and the amount of interest
credited to your Policy's cash value in the Fixed Account. (See "Cash
Value", "Charges and Expenses", "Premiums", "Loan Provision" and "Partial
Surrender".)

--The portion of the cash value 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 death benefit options under the Policy. The
level option death benefit equals the Policy's face amount. The variable
option death benefit equals the face amount plus any cash value, which
varies with the net investment experience of your Policy's Sub-Accounts
and the rate of interest credited on your cash value in the Fixed Account.
The death benefit in either case could increase to satisfy tax law
requirements if the cash value reaches certain levels. (See "Death
Benefit".)

--Regardless of investment experience, the death benefit is guaranteed not
to be less than the Policy's face amount, as long as the total amount of
premiums paid, with interest, less any partial surrenders, with interest,
at least equals certain minimum amounts and there is no outstanding Policy
loan. (See "Death Benefit" and "Minimum Guaranteed Death Benefit".)

--Unless the extended maturity option is part of your Policy, if the insured
is alive and the Policy is in force on the Maturity Date, the Policy will
then terminate. In that case we pay you the Policy's net cash value as of
the Maturity Date. (See "Extending the Maturity Date".)

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

--After the "Right to Return the Policy" period, the Policy allows you to
transfer cash value among the Sub-Accounts and, generally, to the Fixed
Account up to four times in a Policy year (twelve times in a Policy year
for Policies issued in New York) without our consent. We currently allow
12 transfers per Policy year in all states. Transfers and allocations
involving the Fixed Account are subject to some limits. (See "Transfer
Option" and "The Fixed Account--Policy Transactions".)

--A loan privilege and a partial surrender feature are available. (See "Loan
Provision" and "Partial Surrender".)

A-5
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--Death benefits paid to the beneficiary generally 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 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 or any death benefit reduction. If premium payments, a death
benefit reduction, or a material change cause the Policy to become a
"modified endowment contract", then pre-death distributions (including
loans) will be included 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 premium payments and certain Policy transactions which you
choose to make. (See "Tax Considerations".)

--If the Policy is not a modified endowment contract, we believe that loans
under the Policy will generally not be taxable to you as long as the
Policy has not lapsed, been surrendered or terminated. With some
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 your investment in the Policy. (See "Tax Considerations".)

--During the "Right to Return the Policy" period you can return the Policy
for a refund. (See "Right to Return the Policy".)

--Within 24 months after a Policy's date of issue, you may exercise the
Policy's 24 Month Right. If you do, we allocate all or part of your
Policy's cash value and future premiums to the Fixed Account. The purpose
of the 24 Month Right is to provide you with fixed Policy values and
benefits. (See "24 Month Right" for a description of this provision and
for a description of the variation which applies to Policies issued in
Maryland and New Jersey.)

In many respects the Policies are similar to fixed-benefit universal life
insurance. Like universal life insurance, the Policies offer death benefits
and provide flexible premiums, a cash value, and loan privileges.

The Policies are different from fixed-benefit universal life insurance in
that the death benefit may, and the cash value will, vary to reflect the
investment experience of the selected Sub-Accounts.

The Policies 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 our assumption of an
actuarially calculated risk.

--If the net cash value is not sufficient to pay a Monthly Deduction, the
Policy may lapse with no value unless you pay additional premiums. 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 do not incur 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

The Policies are available for insureds from the age of one to 80 on an
underwritten basis and from the age of 20 to 70 on an automatic issue basis.
(Automatic issue Policies are not available in New Jersey.) We may consent to
issue the Policies on insureds below the age of one. All persons must meet our
underwriting and other requirements.

A-6
<PAGE>

The minimum face amount available is $100,000 unless we consent to a lower
amount, but exceptions apply. The minimum face amount available is $50,000 in
business situations (situations in which two or more Policies, on more than
one life, are totally or partially funded, directly or indirectly, by an
employer) or for pension plans qualified under Section 401 of the Internal
Revenue Code ("tax-qualified pension plans"), in each case where the average
face amount is at least $100,000. Policies with a minimum face amount of
$50,000 may also be available for juvenile insureds in the state of New
Jersey.

POLICY CHARGES

PREMIUM-BASED CHARGES. We deduct the following charges from premiums:

--A maximum sales charge of 4%. We currently intend to waive this charge on
premiums paid after the first 20 Policy years. In addition, we currently
intend to deduct this charge in any Policy year only until you have paid
an amount equal to 110% of a Target Premium, plus a portion of certain
rider premiums, in that Policy year. Premium payments during a Policy year
above that amount will not incur the sales charge. A 3% sales charge will
apply to larger Policies and to Policies sold in certain business
situations or to certain tax-qualified pension plans;

--A state premium tax charge of 2.5%;

--A charge for federal taxes of 1%.

SURRENDER CHARGE. The Surrender Charge includes:

--A deferred sales charge. This charge applies to a lapse, total or partial
surrender or face amount reduction during the first 11 Policy years. For
Policies covering insureds whose issue age is 55 or less at issue, the
maximum Deferred Sales Charge applies in Policy years three through five.
The maximum Deferred Sales Charge in those years equals 45% of one Target
Premium plus 13.5% of a second Target Premium and 13.5% of a third Target
Premium. After the fifth Policy year, the maximum Deferred Sales Charge
declines on a monthly basis until it reaches 0% in the last month of the
eleventh Policy year. If you lapse or surrender the Policy, or reduce its
face amount, in the first two Policy years, the maximum Deferred Sales
Charge in the first Policy year will be 25% of one Target Premium and in
the second Policy year will be 25% of one Target Premium plus 5% of a
second Target Premium. The charge may be less if the issue age is above
55.

--A deferred administrative charge. This charge applies to a lapse, total or
partial surrender or reduction in face amount during the first 11 Policy
years. This charge is $2.50 per $1,000 of face amount for the first Policy
year, and then reduces monthly until it reaches 0 at the end of the 11th
Policy year. The charge will be less if the issue age is greater than 65.

We deduct the Surrender Charge from the Policy's available cash value,
regardless of whether that cash value comes from premiums or investment
experience.

MONTHLY DEDUCTION FROM CASH VALUE. We deduct certain charges from the cash
value:

--Monthly charge for the cost of insurance and for any benefits provided by
rider;

--Monthly administrative charge, currently equal to $0.06 per $1,000 of face
amount for the first Policy year and $0.02 per $1,000 thereafter
(guaranteed not to exceed $0.08 per $1,000 of face amount in the first
Policy year and $0.04 per $1,000 thereafter). On a current basis, we
intend not to charge more than $40 per month for the monthly
administrative charge after the first Policy year. For larger Policies and
Policies sold in certain business situations or to certain tax-qualified
pension plans the monthly administrative charge for the first Policy year
currently equals $0.05 per $1,000 of face amount rather than $0.06;

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

--Monthly policy fee, currently equal to $4.50 per month (guaranteed not to
exceed $7.00 per month).

A-7
<PAGE>

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

--Daily charge against the Sub-Account assets for our mortality and expense
risk, currently equal to an annual rate of .75% (guaranteed not to exceed
.90%);

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

Currently, we do not charge the Variable Account for any federal income
taxes. We may, however, impose such a charge in the future.

See "Charges and Expenses".

A-8
<PAGE>

HOW THE POLICY WORKS

Premium Payments
. Flexible
. Planned premium options
-Minimum premium (in first three Policy years)
-Guaranteed Death Benefit B Premium (to age 80)
-Guaranteed Death Benefit A Premium (to age 100)(not available under
Policies issued in New York)

Charges from Premium Payments
. Sales Load: 4% (3% for certain larger Policies and Policies sold in certain
business situations or to certain tax-qualified pension plans). We intend
to waive after 20 policy yrs. We also intend to waive for premiums in a
Policy year above 110% of Target Premium (plus a portion of certain rider
premiums)
. State Premium Tax Charge: 2.5%
. Charge for Federal Taxes: 1%

Loans
. After the free look period, you may borrow a portion of your cash value
. Loan interest charge is 5.5%. We transfer loaned funds out of the Eligible
Funds into the General Account where we credit them with not less than 4.0%
interest. (Currently we intend to credit 5.25% interest after 15 Policy
years.)
Retirement Benefits
. Fixed settlement options are available for policy proceeds

Cash Values
. Net premium 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, premium payments,
policy charges and any distributions from the Policy
. We do not guarantee the cash value invested in the Eligible Funds
. Any earnings you accumulate are generally 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 (and to the Fixed
Account) up to 12 times per policy year, after the free look period. We
limit the timing, frequency and amount of transfers from (and in some cases
to) the Fixed Account
. You may allocate your cash value among a maximum of ten accounts at any one
time

Death Benefit
. Level or Variable Death Benefit Options
. Guaranteed not to be less than face amount (less any loan balance) if Death
Benefit Guarantee is in effect
. Income tax free to named beneficiary

Daily Deductions from Assets
. Mortality and expense risk charges of .75% (guaranteed not to exceed .90%)
on an annual basis are deducted from the cash value
. Investment advisory fees and other expenses are deducted from the Eligible
Fund values

Beginning of Month Charges
. We deduct the cost of insurance protection (reflecting any substandard risk
or automatic issue rating) from the cash value each month
. Any Rider Charges
. Policy Fee: $4.50 (not to exceed $7.00) per month
. Minimum Death Benefit Guarantee Charge: $.01 per $1000 face amount monthly
. Administrative Charge: $.06 (guaranteed not to exceed $.08) per $1000 face
amount monthly (first year) and $.02 (guaranteed not to exceed $.04) per
$1000 face amount monthly (after first year). For certain larger Policies
and Policies sold in certain business situations or to certain
tax-qualified pension plans charge is currently $.05 per $1,000 in first
year.
Surrender Charges
. Consist of Deferred Sales Charge and Deferred Administrative Charge (see
page A-16)

Living Benefits
. If policyholder has elected and qualified for benefits for disability and
becomes totally disabled, we will waive monthly charges during the period
of disability up to certain limits.
. You may surrender the Policy at any time for its cash surrender value
. Deferred income taxes, including taxes on amounts borrowed, become payable
upon surrender
. Grace period for lapsing with no value is 62 days from the first date in
which Monthly Deduction was not paid due to insufficient cash value
. Subject to our rules, you may reinstate a lapsed Policy within seven years
of date of lapse if it has not been surrendered

A-9
<PAGE>

Receipt of Communications and Payments at NELICO's Home Office

We will treat your request for a Policy transaction, or your submission of a
payment, as received by us if we receive a request conforming to our
administrative procedures or a payment at our Home Office before the close of
regular trading on the New York Stock Exchange on that day. If we receive it
after that time, or if the New York Stock Exchange is not open that day, then
we will treat it as received on the next day when the New York Stock Exchange
is open.

NELICO

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. Originally, NELICO was a wholly-owned subsidiary of New
England Mutual Life Insurance Company ("New England Mutual"). On August 30,
1996, New England Mutual merged into MetLife, a mutual life insurance company
whose principal office is One Madison Avenue, New York, NY 10010. MetLife then
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.

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

NELICO
(Insurance company subsidiary of MetLife)

We deduct charges.
We allocate net premiums and net unscheduled payments to your choice of
sub-accounts in the Variable Account or to the Fixed Account.
VARIABLE ACCOUNT
Premiums and Unscheduled Payments
Fixed Account
Zenith Capital Growth Sub-Account
Zenith Bond Income Sub-Account
Zenith Money Market Sub-Account
Zenith Managed Sub-Account
Zenith Stock Index Sub-Account
Zenith Growth and Income Sub-Account
Zenith Small Cap Sub-Account
Zenith Balanced Sub-Account
Zenith Equity Growth Sub-Account
Zenith Venture Value Sub-Account
Zenith Midcap Value Sub-Account
Zenith International Magnum Equity Sub-Account
Zenith Investors Sub-Account
Zenith Research Managers Sub-Account
Equity-Income Sub-Account
Overseas Sub-Account
High Income Sub-Account
Asset Manager Sub-Account
Sub-accounts buy shares of the Eligible Funds
NEW ENGLAND ZENITH FUND
Capital Growth Series
Back Bay Advisors Bond Income Series
Back Bay Advisors Money Market Series
Back Bay Advisors Managed Series
Westpeak Stock Index Series
Westpeak Growth and Income Series
Loomis Sayles Small Cap Series
Loomis Sayls Balanced Series
Alger Equity Growth Series
Davis Venture Value Series
Goldman Sachs Midcap Value Series
Morgan Stanley International Magnum Equity Series
MFS Investors Series
MFS Research Managers Series

VIP FUND
Equity Income Portfolio
Overseas Portfolio
High Income Portfolio
VIP FUND II
Asset Manager Portfolio
Eligible Funds buy portfolio investments to support values and benefits of the
Policies.

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POLICY VALUES AND BENEFITS

DEATH BENEFIT

If the insured dies before the Maturity Date, we pay a death benefit to the
beneficiary.

DEATH BENEFIT OPTIONS. When you apply for a Policy, you choose between two
death benefit options.

The Option 1 (Face Amount) death benefit is equal to the face amount of the
Policy. The Option 1 death benefit is fixed, subject to increases required by
the Internal Revenue Code.

The Option 2 (Face Amount Plus Cash Value) death benefit is equal to the
face amount of the Policy, plus the Policy's cash value, if any. The Option 2
death benefit is also subject to increases required by the Internal Revenue
Code.

To meet the Internal Revenue Code's definition of life insurance, the death
benefit will not be less than a certain multiple of the Policy's cash value,
including the portion of any Monthly Deduction made for a period beyond the
date of death. (See Appendix F.) This means that, if the cash value grows to
certain levels, the death benefit increases to satisfy 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. (See "Premiums".)

MINIMUM GUARANTEED DEATH BENEFIT

The Policy provides two Minimum Guaranteed Death Benefits. (One of these,
Minimum Guaranteed Death Benefit A, is not available under Policies issued in
New York.) We determine whether a Minimum Guaranteed Death Benefit is in
effect on the first day of each Policy month. If a Minimum Guaranteed Death
Benefit is in effect, the Policy will not lapse even if the net cash value is
less than the Monthly Deduction for that month.

Generally, if you pay the required premium for a Minimum Guaranteed Death
Benefit each year, that Minimum Guaranteed Death Benefit will apply to your
Policy. The Guaranteed Death Benefit A and Guaranteed Death Benefit B premiums
are shown in Section 1 of your Policy and also appear in your personalized
illustration. If you do not pay one of these premiums in a Policy year, or if
you make certain Policy transactions, you could lose the Minimum Guaranteed
Death Benefit on a temporary or permanent basis.

--LOANS. No Minimum Guaranteed Death Benefit applies to your Policy while a
Policy loan is outstanding. However, if the total premiums you have paid,
adjusted for interest and any partial surrenders, are sufficient, the
applicable Minimum Guaranteed Death Benefit will apply to the Policy once
the loan is repaid. (Under Policies issued in New Jersey, a Minimum
Guaranteed Death Benefit may apply while a Policy loan is outstanding.)

--OTHER POLICY TRANSACTIONS. In addition, if you reduce the Policy's face
amount or make a partial surrender which reduces the face amount, or
reduce or delete a rider benefit from your Policy, or if your Policy's
rating classification is improved, you may lose the death benefit
guarantee. Whether a guarantee still applies depends on the total premiums
you have paid and the amount you have withdrawn from the Policy by partial
surrenders. We recalculate the minimum death benefit premiums shown in
Section 1 of your Policy following these transactions and also following
an increase in rider coverage. (See "Premiums" below.) Federal tax law
limits the amount of premiums that you can pay into the Policy. If, after
one of these transactions, the Federal tax law limits the minimum death
benefit premium for your Policy to an amount less than zero, your Policy
will lose its death benefit guarantee permanently.

--SKIPPING A PREMIUM. If you do not pay a minimum death benefit premium in a
Policy year, a Minimum Guaranteed Death Benefit may still apply to your
Policy, depending on the total premiums paid and partial surrenders made.
However, if you lose a death benefit guarantee because of insufficient
premium payments, Federal tax law limits may prevent you from paying
enough premiums in future Policy years to regain the guarantee. Although
you may be able to regain the Guaranteed Minimum Death Benefit B, it is
unlikely that you will be able to regain the Guaranteed Minimum Death
Benefit A. (See "Minimum Guaranteed Death Benefit A" and "Minimum
Guaranteed Death Benefit B" below for more information.)

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MINIMUM GUARANTEED DEATH BENEFIT A. We determine if Minimum Guaranteed Death
Benefit A is in effect on the first day of each Policy month the Policy is in
force, until the Maturity Date (age 100 of the insured). This Benefit is in
effect if the total of:

(1) premiums paid under the Policy in each prior Policy year accumulated
at a 4% rate from the first day of the year of payment to the most recent
Policy anniversary, less partial surrenders accumulated at a 4% rate from
the date of surrender to the most recent Policy anniversary, plus

(2) premiums paid less partial surrenders in the current Policy year, is
at least equal to:

(3) the amount shown in the Table of Guaranteed Death Benefit A Premiums
Accumulated at 4% for the prior Policy year plus 1/12 of the Benefit A
Premium for each Policy month of the current Policy year, up to and
including the month for which the Monthly Deduction is being processed, and
there is no outstanding Policy loan.

(Under Policies issued in New Jersey the guarantee may apply while a loan is
outstanding. For those Policies, we subtract the amount of the loan plus
accrued interest from premiums paid in the current Policy year when we apply
this test.) For these purposes, we treat premiums paid within 20 days prior to
a Policy anniversary as if paid in the next Policy year.

The Table of Guaranteed Death Benefit A Premiums Accumulated at 4% assumes
that the Guaranteed Death Benefit A Premium shown in your Policy is paid on
the first day of each Policy year and accumulates at a 4% rate per year.

The Minimum Guaranteed Death Benefit A is not available under Policies
issued in New York.

MINIMUM GUARANTEED DEATH BENEFIT B. We determine if Minimum Guaranteed Death
Benefit B is in effect on the first day of each Policy month the Policy is in
force, until the later of: the date the insured reaches age 80, or 20 years
from the Policy Date, but no later than the Maturity Date of the Policy (age
100 of the insured). This Benefit is in effect if the total of:

(2) premiums paid less partial surrenders in the current Policy year, is
at least equal to:

(3) the amount shown in the Table of Guaranteed Death Benefit B Premiums
Accumulated at 4% for the prior Policy year plus 1/12 of the Benefit B
Premium for each Policy month of the current Policy year, up to and
including the month for which the Monthly Deduction is being processed, and
there is no outstanding Policy loan.

The Table of Guaranteed Death Benefit B Premiums Accumulated at 4% assumes
that the Guaranteed Death Benefit B Premium shown in your Policy is paid on
the first day of each Policy year and accumulates at a 4% rate per year.

Under Policies issued in New York, we call the Minimum Guaranteed Death
Benefit B the "No Lapse Guarantee Death Benefit".

DEATH PROCEEDS PAYABLE

The death proceeds we pay are equal to the death benefit on the date of the
insured's death, reduced by any outstanding loan and accrued loan interest on
that date and by any unpaid Monthly Deduction for the period before that date.
We increase the death proceeds (1) by any rider benefits payable and (2) by
any Monthly Deduction made for a period beyond the date of death, unless we
already included this amount in the death benefit calculation because of
Federal tax law requirements (see "Death Benefit Options" above and Appendix
F).

We may adjust the death proceeds if the insured's age or sex was misstated
in the application, if death results from the insured's suicide within two
years (less in some states) from the Policy's date of issue, or if a rider
limits the death benefit. (See "Limits to NELICO's Right to Challenge the
Policy".)

CHANGE IN DEATH BENEFIT OPTION

After the first Policy year, you may change your death benefit option by
written request to our Home Office. The request will be effective on the date
we receive it. A change in death benefit option may have tax consequences.
(See "Tax Considerations".)

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If you change from Option 1 (Face Amount) to Option 2 (Face Amount Plus Cash
Value), we reduce the Policy's face amount if necessary so that the death
benefit is the same immediately before and after the change. A face amount
reduction below $250,000 requires our consent; however, special rules apply
for some business situations. We may also decrease any rider benefits under
the Policy. A partial surrender of cash value may be necessary to meet Federal
tax law limits on the amount of premiums that you can pay into the Policy.
There is no Surrender Charge for a face amount reduction or partial surrender
on a change from Option 1 to Option 2.

If you change from Option 2 (Face Amount Plus Cash Value) to Option 1 (Face
Amount), we increase the Policy's face amount, if necessary, so that the death
benefit is the same immediately before and after the change.

EXTENDING THE MATURITY DATE

If approved in your state, we will issue or amend your Policy with an
extended maturity endorsement. If endorsed, the Policy will not mature until
the date of the insured's death. On and after the original Maturity Date, the
death benefit generally equals the cash value on the date of death. There is
an exception if, on the original Maturity Date, your premiums paid (with
interest at 4%), less partial surrenders (with interest at 4%) are at least
equal to the "Age 100 Amount" shown in the Policy. In this case, the death
benefit on and after the original Maturity Date equals the greater of (1) the
cash value on the date of death and (2) the Policy face amount. We base the
Age 100 Amount on the Guaranteed Death Benefit B Premium being paid each
Policy year until the original Maturity Date (rather than until age 80 of the
insured). Certain Policy transactions--reductions in face amount, reduction or
deletion of a rider benefit, or improvement in rating class--could prevent you
from paying sufficient premiums to reach the Age 100 Amount.

Currently, we do not make Monthly Deduction charges after the original
Maturity Date. You cannot pay premiums after the original Maturity Date unless
necessary to prevent lapse of the Policy. All Policy riders (except the
extended maturity endorsement) terminate on the original Maturity Date.

The tax consequences of the endorsement are unclear, and you should consult
a tax advisor about them. For more information about the extended maturity
option, contact us or your registered representative.

CASH VALUE

Your Policy's total cash value includes its cash value in the Variable
Account and in the Fixed Account. If you have a Policy loan, the cash value
also includes the amount we hold in our general account as a result of the
loan. The cash value reflects:

--net premium payments

--the net investment experience of the Policy's sub-accounts

--interest credited to cash value in the Fixed Account

--interest credited to amounts held in the general account for a Policy loan

--the death benefit option you choose

--Policy charges

--partial surrenders

--transfers among the sub-accounts and Fixed Account

--the premium payment schedule (annual vs. quarterly, for example) you
choose

We pay you the NET cash value if you surrender the Policy. It equals the
cash value minus any outstanding Policy loan (plus interest) and any Surrender
Charge that applies. We add to the net cash value the cost of insurance charge
for the remainder of the month. If you surrender in the grace period, we
reduce the net cash value by the Monthly Deduction that applies to the date of
surrender. (See "Loan Provision", "Surrender Charge", and "Monthly Deduction
from Cash Value".)

The Policy's cash value in the Variable Account may increase or decrease
daily depending on net investment experience. Poor investment experience can
reduce the cash value to zero. YOU HAVE THE ENTIRE INVESTMENT RISK FOR THE
CASH VALUE IN THE VARIABLE ACCOUNT.

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NET INVESTMENT EXPERIENCE

The net investment experience of the Sub-Accounts affects the Policy's cash
value and, in some cases, the death benefit. We determine the net investment
experience of each Sub-Account 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 is based on the
investment experience of the underlying Eligible Fund shares for the same
period, reduced by the charges against the Sub-Account (currently only the
mortality and expense risk charge) for that period.

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 Eligible Fund.

ALLOCATION OF NET PREMIUMS

We credit the first net premium with net investment experience equal to that
of the Zenith Money Market Sub-Account from the investment start date until
the later of 45 days after the date Part I of the application is signed or 10
days after we mail the Notice of Withdrawal Right. (The "investment start
date" is defined below.) Then, we allocate the cash value to the Sub-Accounts
and/or the Fixed Account as you choose. Your cash value is held in the general
account of NELICO or an affiliate until we issue the Policy. You can allocate
to a maximum of ten accounts (including the Fixed Account) at any one time.

AMOUNT PROVIDED FOR INVESTMENT UNDER THE POLICY

INVESTMENT START DATE. The investment start date is the latest of: the date
when we first receive 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 your registered
representative, if the payment is made with the application; otherwise, it
means receipt by a NELICO agency.)

PREMIUM WITH APPLICATION. If you make a premium payment with the
application, the Policy Date is generally 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 Planned Premium for
the Policy. You may only make one premium payment before the Policy is issued.

If you make a premium payment with the application, we will cover the
insured under a temporary insurance agreement for a limited period that
usually begins when we receive the premium for the Policy (or, if later, on
the date when Part II of the application is signed). The maximum temporary
coverage is the lesser of the amount of insurance applied for and $500,000 for
standard and preferred risks ($250,000 for substandard risks and $50,000 for
persons who are determined to be uninsurable). These provisions vary in some
states.

If we issue a Policy, Monthly Deductions begin from the Policy Date, even if
we delayed the Policy's issuance for underwriting. The deductions are for the
face amount of the Policy issued, even if the temporary insurance coverage
during underwriting was for a lower amount. If we decline an application, we
refund the premium payment made plus interest at the rate we currently use.

PREMIUM ON DELIVERY. If you pay the initial premium on delivery of the
Policy, the Policy Date is usually five days after issue. The investment start
date is the later of the Policy Date and the date we received the premium.
Monthly Deductions begin on the Policy Date. We credit interest at a 4% net
rate on the net Minimum Premium for any period between the Policy Date and the
investment start date. Insurance coverage under the Policy begins when we
receive the Minimum Premium due for the first quarter (or on receipt of the
number of monthly payments due under NELICO's Master Service Account
arrangement.)

BACKDATING. We may sometimes backdate a Policy, if you request, by assigning
a Policy Date earlier than the date the application is signed. You may wish to
backdate so that you can obtain lower cost of insurance rates, based on a
younger insurance age. Backdating in some cases causes a higher Surrender
Charge if it results in the Surrender Charge being based on a lower age
bracket. (See "Surrender Charge".) For a backdated Policy, you must also pay
the Minimum Premium payable

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for the period between the Policy Date and the investment start date. As of
the investment start date, we allocate to the Policy those net premiums,
adjusted for monthly Policy charges and interest at a 4% net rate for that
period.

Right to Return the Policy

You may cancel the Policy within 45 days after the date Part 1 of the
application is signed, within 10 days (more in some states) after you receive
the Policy or within 10 days after we mail the Notice of Withdrawal Right,
whichever is latest. You may return the Policy to us or your registered
representative. Insurance coverage ends as soon as you return the Policy
(determined by postmark, if the Policy is mailed). If you cancel the Policy,
we refund any premiums paid (or any other amount that is required by state
insurance law) with interest at the rate we currently use.

State Variations

Certain Policy features, such as the "Right to Return the Policy", may vary
by state. You should read the Policy carefully for any variations in your
state.

CHARGES AND EXPENSES

The amount of a charge may not necessarily correspond to the costs of the
services or benefits that are implied by the name of the charge or that are
associated with the particular Policy. For example, the sales charge and
Deferred Sales Charge may not fully cover all of our sales and distribution
expenses, and we may use proceeds from other charges, including the mortality
and expense risk charge, to help cover those expenses.

Deductions from Premiums

We deduct a 4% sales charge from premiums. We currently intend to waive the
charge:

--on all premiums after the 20th Policy year

--on premiums paid in a Policy year that are in excess of 110% of a Target
Premium, plus a portion of certain rider premiums.

For these purposes, we consider premiums we receive during the twenty days
prior to a Policy anniversary as paid in the next Policy year. (This rule does
not apply to premiums paid through our Master Service Account arrangement,
described in "Premiums".)

We have the right not to waive the charge or to resume the charge in either
situation. The "target premium" amount that appears on personalized
illustrations of the Policy is equal to 110% of the Target Premium, plus a
portion of certain rider premiums.

The sales charge is 3% rather than 4% for:

--Policies used in a business situation (defined in "Availability of the
Policy") or a tax-qualified pension plan where either (1) the average face
amount is at least $500,000 or (2) the Policies are issued on the lives of
at least 25 persons and the average face amount is at least $250,000.

--All other Policies with a face amount of at least $500,000.

The Target Premium varies by issue age, sex and underwriting class of the
insured and the Policy's face amount. (To determine the Target Premium, we use
the nonsmoker aggregate or nonsmoker substandard classes for all nonsmokers.
See "Monthly Charges for the Cost of Insurance" below.)

During the first 11 Policy years (less for older insureds), if you surrender
or lapse the Policy, reduce the face amount or make a partial surrender that
reduces the face amount, a Deferred Sales Charge also applies. (See "Surrender
Charge" below.)

We may reduce sales charges for Policies sold to some group or sponsored
arrangements. We offer a program under which you may exchange certain fixed-
benefit life insurance policies that New England Mutual issued for the
Policies without a deduction for the sales charge, state premium tax and
federal premium tax charges (see below) from the amount of cash value that you
transfer to the Policy. Eligibility conditions apply. Your registered
representative can advise you regarding terms and availability of the program.

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State Premium Tax Charge. We deduct 2.5% from each premium for state premium
taxes and administrative expenses. Premium taxes vary from state to state and
the 2.5% charge reflects an average. Administrative expenses covered by this
charge include those related to premium tax and certain other state filings.

Federal Premium Tax Charge. We deduct 1% from each premium for our federal
income tax liability related to premiums.

Example: The following chart shows the net amount that we would allocate
to the Variable Account assuming a premium payment of $3,000 and that 110%
of the Policy's Target Premium equals $2,000.

<TABLE>
<CAPTION>
Net
Premium Premium
------- -------
<C> <C> <S>
$3,000 $2,000
- 150 (7.5% X 2,000 = total sales and premium tax charge up to
110% of the Target Premium)
------
$1,850
$1,000
- 35 (3.5% X 1,000 = total sales and premium tax charge on
payments in excess of 110% of
------
$ 965 the Target Premium)
$1,850
+ 965
------
$2,815 Net Premium
------
</TABLE>

We intend to waive the 4% sales charge on premiums paid after the 20th
Policy year. In that case, the net premium in this example would be $3,000 -
105 (3.5% X 3,000) or $2,895.

Surrender Charge

If, during the first eleven policy years, you surrender or lapse your
Policy, reduce the face amount, or make a partial surrender that reduces the
face amount, then we will deduct a Surrender Charge from the cash value. (For
insureds whose issue age is 66 to 75 at issue of the Policy, the Surrender
Charge period is nine years, and for insureds whose issue age is 76 to 80,
five years.) The Surrender Charge includes a Deferred Sales Charge and a
Deferred Administrative Charge. The maximum Surrender Charge is shown in your
Policy.

Deferred Sales Charge. We base the Deferred Sales Charge on a percentage of
the Target Premium.

For Policies which cover insureds whose issue age is 55 or less at issue,
the greatest Deferred Sales Charge applies if you lapse or surrender, or
reduce the face amount, in Policy years three through five. The Deferred Sales
Charge in these years equals 45% of actual premiums paid up to one Target
Premium, plus 13.5% of additional premiums paid in excess of one Target
Premium up to a second Target Premium, plus 13.5% of additional premiums paid
in excess of two Target Premiums up to a third Target Premium. After the fifth
Policy year, the maximum Deferred Sales Charge declines on a monthly basis
until it reaches 0% in the last month of the eleventh Policy year.

The Deferred Sales Charge that applies during the first Policy year is equal
to 25% of premiums paid up to one Target Premium. The Deferred Sales Charge
during the second Policy year is equal to 25% of premiums paid up to one
Target Premium plus 5% of additional premiums paid up to a second Target
Premium. As described above, after the second Policy year, the maximum
Deferred Sales Charge increases substantially.

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The table below shows the maximum Deferred Sales Charge that applies to
Policies covering insureds whose issue age is 55 or less at issue, and assumes
that one Target Premium per year is paid under the Policy. The table shows the
charge, expressed as a percentage of total Target Premiums paid to date, if
the lapse, surrender or face reduction occurs at the end of each of the Policy
years shown.

<TABLE>
<CAPTION>
THE MAXIMUM DEFERRED
SALES CHARGE IS THE FOLLOWING
PERCENTAGE OF TOTAL TARGET
FOR POLICIES WHICH ARE PREMIUMS PAID TO DATE OF
SURRENDERED, LAPSED OR SURRENDER, LAPSE, OR
REDUCED DURING FACE AMOUNT REDUCTION
---------------------- -----------------------------
<S> <C> <C>
Entire Policy Year 3 24.00%
4 18.00%
5 14.40%
Last Month of Policy
Years 6 10.00%
7 6.86%
8 4.50%
9 2.67%
10 1.20%
11 0.00%
</TABLE>

For insureds whose issue age is above 55 at issue, the Deferred Sales Charge
percentages are less than or equal to those described above, with the maximum
charge occurring in Policy years three through five for insureds with an issue
age up through 65, in Policy years two through four for insureds with an issue
age from 66 through 75, and in Policy year two for insureds with an issue age
above 75.

In the case of a partial surrender or reduction in face amount, we deduct
any Deferred Sales Charge that applies from the Policy's remaining cash value
in an amount that is proportional to the amount of the Policy's face amount
surrendered. (See "Partial Surrender".) The charge reduces the Policy's cash
value in the Sub-Accounts and the Fixed Account in proportion to the amount of
the Policy's cash value in each.

DEFERRED ADMINISTRATIVE CHARGE. The table below shows the Deferred
Administrative Charge deducted if you totally or partially surrender, lapse or
reduce the face amount of the Policy during the first eleven Policy years.

<TABLE>
<CAPTION>
FOR POLICIES WHICH ARE
SURRENDERED, LAPSED DEFERRED ADMINISTRATIVE
OR REDUCED DURING THE CHARGE PER $1,000 OF
POLICY YEAR SHOWN FACE AMOUNT
---------------------- -----------------------
<S> <C> <C>
Entire Policy year 1 $2.50
Last Month of Policy Year* 2 2.25
3 2.00
4 1.75
5 1.50
6 1.25
7 1.00
8 0.75
9 0.50
10 0.25
11 0.00
</TABLE>
- --------
* The charge declines monthly after the end of the first Policy year.

For insureds whose issue age is above 65 at issue, the Deferred
Administrative Charge is less than or equal to that in the table above.

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MONTHLY DEDUCTION FROM CASH VALUE

On the first day of each Policy month, starting with the Policy Date, we
deduct the "Monthly Deduction" from your cash value.

--If you have a Minimum Death Benefit Guarantee or the three year Minimum
Premium is in effect, we make the Monthly Deduction each month unless the
cash value equals zero.

--If you do not have a Minimum Death Benefit Guarantee and the three year
Minimum Premium is not in effect, we make the Monthly Deduction as long
as the net cash value is large enough to cover the entire Monthly
Deduction. If it is not large enough, the Policy will be in default and
may lapse. (See "Lapse and Reinstatement".)

The Monthly Deduction reduces the cash value in each Sub-Account of the
Variable Account and in the Fixed Account in proportion to the cash value in
each.

The Monthly Deduction includes the following charges:

POLICY FEE. The Policy fee is currently equal to $4.50 per month (guaranteed
not to exceed $7.00 per month).

ADMINISTRATIVE CHARGE. The Administrative Charge is currently equal to $0.06
per $1,000 of Policy face amount in the first Policy year and $0.02 per $1,000
of Policy face amount thereafter (guaranteed not to exceed $0.08 per $1,000 of
face amount in the first Policy year and $0.04 per $1,000 of face amount
thereafter).

Currently we intend not to charge more than $40 per month for the
Administrative Charge after the first Policy year. This means that after the
first year the charge will not apply to the portion of a Policy's face amount
above $2 million.

The Administrative Charge is currently $0.05 per $1,000 of face amount
rather than $0.06 for:

--Policies used in a business situation (defined in "Availability of the
Policy") or a tax-qualified pension plan, where either (1) the average
face amount is at least $500,000 or (2) the Policies are issued on the
lives of at least 25 persons and the average face amount is at least
$250,000.

--All other Policies with a face amount of at least $500,000.

MINIMUM DEATH BENEFIT GUARANTEE CHARGE. The minimum death benefit guarantee
charge is $0.01 per $1,000 of Policy face amount. (See "Minimum Guaranteed
Death Benefit".)

MONTHLY CHARGES FOR THE COST OF INSURANCE. This charge covers the cost of
providing insurance protection under your Policy. 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. We determine
the amount at risk on the first day of the Policy month after we process the
Monthly Deduction. The amount at risk is the amount by which the death benefit
(discounted at the monthly equivalent of 4% per year) exceeds the Policy's
cash value. The cost of insurance rate for your Policy changes from month to
month.

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

--sex (if the Policy is sex-based).

The current cost of insurance rates will also depend on

--the insured's age at issue

--the Policy year

--the face amount (for Policies not sold in a business situation or to a
tax-qualified pension plan)

--the average face amount sold to the group and possibly the number of
lives in the group (for Policies sold in a business situation or to a
tax-qualified pension plan).

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We guarantee that the rates will not be higher than rates based on

--the 1980 Commissioners Standard Ordinary Mortality Tables with
smoker/nonsmoker modifications (the "1980 CSO Tables"), for non-juvenile
insureds (age 20 and above at issue)

--the 1980 Commissioners Standard Ordinary Mortality Tables, for juvenile
insureds.

The actual rates we use may be lower than the maximum rates, depending on
our expectations about our future mortality and expense experience, lapse
rates and investment earnings. We review the adequacy of our cost of insurance
rates periodically and may adjust them. Any change will apply prospectively.

The underwriting classes we use are

--for non-juvenile insureds: smoker standard, smoker substandard, nonsmoker
preferred, nonsmoker standard, nonsmoker aggregate, nonsmoker substandard
and automatic issue

--for juvenile insureds: standard and substandard.

Substandard and automatic issue ratings result in a higher cost of insurance
deductions. We base the guaranteed maximum mortality charges for substandard
ratings on multiples of the 1980 CSO Tables.

The three standard nonsmoker classes are available as follows:

--nonsmoker preferred and nonsmoker standard, for Policies with face amounts
of $250,000 or more where the issue age is 20 through 75

--nonsmoker aggregate, for Policies with face amounts below $250,000 and for
all Policies where the issue age is above 75.

Of the three standard nonsmoker classes, the nonsmoker preferred class
generally offers the best current cost of insurance rates and the nonsmoker
standard class generally offers the least favorable current cost of insurance
rates.

Cost of insurance rates are generally lower for nonsmokers than for smokers
and generally lower for females than for males. Within a given underwriting
class, cost of insurance rates are generally lower for insureds with lower
issue ages. Where required by state law, and for Policies sold in connection
with some employee benefit plans, cost of insurance rates (and Policy values
and benefits) do not vary based on the sex of the insured.

Currently, the face amount of a Policy or the average Policy face amount for
a group may affect a Policy's cost of insurance rates. The current cost of
insurance rates will be lower for a particular insured if:

--For a Policy not used in a business situation or in a tax-qualified
pension plan, the Policy face amount is at least $500,000.

--For a Policy used in a business situation or in a tax-qualified pension
plan, either (1) the average face amount is at least $500,000, or (2) the
Policies are issued on the lives of at least 25 persons and the average
face amount is at least $250,000.

We may offer Policies on an automatic issue basis to certain group or
sponsored arrangements. We issue these Policies up to predetermined face
amount limits. Because we issue these Policies based on minimal underwriting
information, they may present a greater mortality cost to us than Policies in
a standard class. Therefore, we deduct an additional insurance charge from an
automatic issue Policy's cash value. The additional charge varies based on the
issue age of the insured. For some group or sponsored arrangements, it may
also vary based on the size of the group, the total premium for the group, and
certain characteristics of the group members. The total guaranteed maximum
monthly cost of insurance charges, including the additional charge for
automatic issue status, exceed charges based on 100% of the 1980 CSO Tables.

The underlying cost of insurance rates for automatic issue Policies vary
based on whether the insured is a smoker or nonsmoker, and the preferred
nonsmoker class is not available. The current cost of insurance rates do not
vary by individual Policy face amount but may be lower if the members of the
group or sponsored arrangement have certain characteristics, the

A-19
<PAGE>

Policies are issued on at least 25 lives, the face amount of each Policy is at
least $100,000 and the average face amount is at least $250,000.

Some group or sponsored arrangements may be eligible to purchase Policies on
a simplified underwriting basis. They may elect simplified underwriting
instead of automatic issue or for amounts of insurance above our automatic
issue limits. However, they may not choose automatic issue for some members of
the group and simplified underwriting for others. There is no extra insurance
charge for Policies issued on a simplified underwriting basis. The preferred
nonsmoker class is not available for these Policies.

CHARGES FOR ADDITIONAL BENEFITS AND SERVICES. We charge for the cost of any
additional rider benefits as described in the rider form. We also may charge
you a nominal fee, which we will bill directly to you, if you request a Policy
re-issue or re-dating.

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

MORTALITY AND EXPENSE RISK CHARGE. We charge the Sub-Accounts of the
Variable Account for our mortality and expense risks. Currently, the charge is
made daily at an annual rate of .75% of the Sub-Accounts' assets. We have the
right to increase the charge, up to a maximum annual rate of .90%. The
mortality risk we assume is that insureds may live for shorter periods of time
than we estimated. The expense risk is that our costs of issuing and
administering the Policies may be more than we estimated.

CHARGES FOR INCOME TAXES. We currently do not charge the Variable Account
for income taxes, but in the future we may make such a charge, if appropriate.
We have the right to make a charge for any taxes imposed on the Policies in
the future. (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.

The following table shows the annual operating expenses for each series,
based on actual expenses for 1998, after any 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
ADVISORS ADVISORS BAY WESTPEAK GROWTH SAYLES
CAPITAL BOND MONEY ADVISORS STOCK AND SMALL
GROWTH INCOME MARKET MANAGED INDEX INCOME CAP
SERIES SERIES SERIES SERIES SERIES SERIES SERIES
------- -------- -------- -------- -------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fee.......... .63% .40% .35% .50% .25% .70% 1.00%
Other Expenses.......... .04% .12% .10% .11% .15% .12% --
--- --- --- --- --- --- ----
Total Series Operating
Expenses............. .67% .52% .45% .61% .40% .82% 1.00%
</TABLE>

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

<TABLE>
<CAPTION>
GOLDMAN MORGAN
SACHS LOOMIS STANLEY DAVIS ALGER MFS
MIDCAP SAYLES INTERNATIONAL VENTURE EQUITY MFS RESEARCH
VALUE BALANCED MAGNUM VALUE GROWTH INVESTORS MANAGERS
SERIES SERIES EQUITY SERIES SERIES SERIES SERIES SERIES
------- -------- ------------- ------- ------ --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fee.......... .75% .70% .90% .75% .75% .75% .75%
Other Expenses.......... .15% .15% .40% .15% .12% .15% .15%
--- --- ---- --- --- --- ---
Total Series Operating
Expenses............. .90% .85% 1.30% .90% .87% .90% .90%
</TABLE>

A-20
<PAGE>

Our affiliate, TNE Advisers, Inc., advises the series of the Zenith Fund
except for the Capital Growth Series. TNE Advisers voluntarily limits the
expenses of these series with either an expense cap or expense deferral
arrangement, as shown in the chart above. Under the expense cap, TNE Advisers
bears expenses of a series (other than the management fee) that exceed 0.15%
of average daily net assets (in the case of the Loomis Sayles Small Cap
Series, expenses that exceed 1.00% of average daily net assets). Under the
expense deferral, TNE Advisers bears expenses of a series (other than the
management fee) that exceed a certain limit in the year the series incurs them
and charges those expenses to the series in a future year (no more than two
fiscal years later) if actual expenses of the series are below the limit. TNE
Advisers may end these expense limits at any time.

The investment adviser for the VIP Fund and VIP Fund II is Fidelity
Management & Research Company ("FMR"). The Portfolios of the VIP Fund and VIP
Fund II pay investment management fees to FMR and also bear other expenses.
For the year ended December 31, 1998, the total operating expenses of the
Portfolios, as a percentage of Portfolio average net assets, were:

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL ANNUAL
PORTFOLIO FEES EXPENSE EXPENSES
- --------- ---------- ------- ------------
<S> <C> <C> <C>
Equity-Income................................... .50% .08% .58%*
Overseas........................................ .75% .17% .92%*
High Income..................................... .59% .12% .71%
Asset Manager................................... .55% .10% .65%*
</TABLE>
- --------

* Total annual expenses do not reflect certain expense reductions due to
directed brokerage arrangements and custodian interest credits. If we
included these reductions, total annual expenses would have been .57% for
Equity-Income Portfolio, .90% for Overseas Portfolio and .64% for Asset
Manager Portfolio.

Affiliates of FMR compensate NELICO and/or certain affiliates for
administrative, distribution, or other services relating to these Portfolios
of VIP Fund and VIP Fund II. This compensation is based on assets of the
Portfolios attributable to the Policies and certain other variable insurance
products that we and our affiliates issue.

GROUP OR SPONSORED ARRANGEMENTS

We may issue the Policies to group or sponsored arrangements, as well as on
an individual basis. A "group arrangement" includes a situation where a
trustee, employer or similar entity purchases individual Policies covering a
group of individuals. Examples of such arrangements are tax-qualified pension
plans and non-tax qualified deferred compensation plans. A "sponsored
arrangement" includes a situation where an employer or an association permits
group solicitation of its employees or members for the purchase of individual
Policies.

We may waive or reduce any Policy charges under Policies sold to a group or
sponsored arrangement. We may also raise the interest rate credited to loaned
amounts under these Policies. The amount of the reductions and our eligibility
rules may vary from time to time. In general, they reflect cost savings we
anticipate for Policies sold to the eligible group or sponsored arrangements
and relate to objective factors such as the size of the group, its stability,
the purpose of the funding arrangement and characteristics of the group
members. These waivers or reductions of charges do not apply to Policies sold
in New York other than Policies sold to non-tax qualified deferred
compensation plans of various types.

The United States Supreme Court has ruled that insurance policies with
values and benefits that vary with the sex of the insured may not be used to
fund certain employee benefit programs. Therefore, we offer Policies that do
not vary based on the sex of the insured to certain employee benefit programs.
We recommend that employers consult an attorney before offering or purchasing
the Policies in connection with an employee benefit program.

A-21
<PAGE>

PREMIUMS

FLEXIBLE PREMIUMS

Within limits, you choose the amount and frequency of premium payments. You
select a Planned Premium schedule, which is a level amount. This schedule
appears in your Policy. YOUR PLANNED PREMIUMS WILL NOT NECESSARILY KEEP YOUR
POLICY IN FORCE. You may skip Planned Premium payments or make additional
payments. Additional payments could be subject to underwriting. No payment can
be less than $25 ($10 for payments made through the Master Service Account,
described below, or certain other monthly payment arrangements). We limit the
total of Planned Premiums and other payments to our published maximum.

You can pay Planned Premiums on an annual, semi-annual or quarterly schedule
or, with our consent, monthly. You can change your Planned Premium schedule by
sending your request to us. However, you cannot increase the amount of your
Planned Premium unless we consent, and we may require underwriting.

You may make payments by check or money order. We will send premium notices
for annual, semi-annual or quarterly Planned Premiums. You may also choose to
have us withdraw your premium payments from your bank checking account or New
England Cash Management Trust account. (This is known as the Master Service
Account arrangement.)

Federal tax law limits the amount of premiums that you can pay under the
Policy. In addition, if any payments under the Policy exceed the "7-pay test"
under Federal tax law, your Policy will become a "modified endowment contract"
and you may have more adverse tax consequences with respect to certain
distributions than would otherwise be the case if premium payments did not
exceed the "7-pay test". (See "Tax Considerations".) You need our consent if,
because of tax law requirements, a payment would increase the Policy's death
benefit by more than it would increase cash value. We may require evidence of
insurability before accepting the payment.

We allocate net payments to your Policy's Sub-Accounts as of the date we
receive the payment. (See "Receipt of Communications and Payments at NELICO's
Home Office".)

We treat a payment first as a Planned Premium, second as repayment of Policy
loan interest due, third as repayment of a Policy loan, and last as an
unscheduled payment, unless you instruct us otherwise in writing. (For
Policies issued in New York, we treat a payment as a Planned Premium when a
Policy loan is outstanding only if the payment is in the exact amount of the
Planned Premium next due; otherwise, we treat it first as repayment of Policy
loan interest due, second as repayment of a Policy loan, third as a Planned
Premium, and last as an unscheduled payment.)

If you have a Policy loan, it may be better to repay the loan than to make a
premium payment, because the premium payment is subject to sales and tax
charges, whereas the loan repayment is not subject to any charges. However,
repaying the loan instead of paying a premium could make your Policy
ineligible for a death benefit guarantee. (See "Loan Provision", "Deductions
from Premiums" and "Death Benefit".)

A-22
<PAGE>

Three types of premium payment levels can protect your Policy against
lapse (1) for the first three Policy years, (2) until age 80 of the insured,
and (3) until age 100 of the insured. (The guarantee to age 100 is not
available under Policies issued in New York.)

First three Policy years--In general, if you pay the three year Minimum
Premium amount on time, the Policy will not lapse even if the net cash value
is less than the Monthly Deduction in any month. If (a) the total premiums
you have paid, less all partial surrenders and any outstanding Policy loan
balance, at least equal (b) the total monthly Minimum Premiums for the
Policy up to that Policy month, the Policy will not lapse. The guarantee
will not apply if you substitute the insured or reinstate the Policy. We
recalculate the Minimum Premium if (1) you reduce the face amount or make a
partial surrender that reduces the face amount, (2) you increase or decrease
rider coverage, or (3) the rating classification for your Policy is
improved. We base the Minimum Premium amount (shown in your Policy) on your
Policy's face amount, the age, sex (unless unisex rates apply) and
underwriting class of the insured, current Policy charges and any riders to
the Policy.

To Maturity (age 100 of the insured)--Payment of the Guaranteed Death
Benefit A premium can guarantee that the Policy will stay in force until age
100 of the insured. Insufficient premium payments, a reduction in the face
amount or partial surrender that reduces the face amount, reduction or
deletion of a rider benefit, or improvement in rating classification of the
Policy could terminate this guarantee. See "Minimum Guaranteed Death
Benefit". We base this guaranteed minimum death benefit premium on the
Policy's face amount, the age, sex (unless unisex rates apply) and
underwriting class of the insured, the death benefit option chosen, the
guaranteed level of cost of insurance charges, the current level of other
Policy charges and any rider benefit selected. We recalculate this premium
following the same Policy transactions described above for a recalculation
of the three-year Minimum Premium amount. This Guaranteed Death Benefit A
premium does not apply under Policies issued in New York.

To age 80 of the insured--Payment of the Guaranteed Death Benefit B
premium can guarantee that the Policy will stay in force until the later of
age 80 of the insured, or 20 years after issue, but no later than the
Maturity Date of the Policy (age 100 of the insured). Insufficient premium
payments, a reduction in the face amount or a partial surrender that reduces
the face amount, reduction or deletion of a rider benefit, or improvement in
the rating classification of the Policy could terminate this guarantee,
although termination for insufficient premium payments is less likely here
than in the case of the Guaranteed Death Benefit A premium. We base this
premium on factors similar to the Guaranteed Death Benefit A premium, but we
use the guaranteed level of both cost of insurance and other Policy charges
for coverage to that age. We recalculate the Guaranteed Death Benefit B
premium following the same Policy transactions described above for a
recalculation of the three-year Minimum Premium amount.

Under Policies issued in New Jersey, if you have met the requirements for
the three-year Minimum Premium death benefit guarantee at the end of the
three year guarantee period, the Minimum Premium death benefit guarantee
will continue to apply during the fourth Policy year as long as (a) payments
made during that Policy year, less partial surrenders and loans made in that
year, equal (b) the guaranteed maximum Policy charges plus the applicable
Surrender Charge for the fourth Policy year. In addition, under Policies
issued in New Jersey, if at the end of the period for Minimum Guaranteed
Death Benefit B you have met the requirements for that guarantee, the
guarantee will continue to apply during the next Policy year as long as (a)
payments made during that Policy year, less partial surrenders and loans
made in that year, equal (b) the guaranteed maximum Policy charges for that
Policy year. If you make a Policy transaction that changes the amount of the
guaranteed maximum Policy charges for the year, then the amount needed to
preserve the death benefit guarantee for an extra Policy year will change
accordingly.

LAPSE AND REINSTATEMENT

LAPSE. Unless your Policy is protected by a guaranteed death benefit or
minimum premium guarantee, any month that your Policy's net cash value is not
large enough to cover a Monthly Deduction, your Policy will be in default.
Your Policy provides a 62 day grace period for payment of a premium large
enough to cover the Monthly Deduction and all deductions from the premium.
(For Policies issued in New Jersey the amount due is the least of: a premium
large enough to cover the Monthly Deduction and all deductions from the
premium; a premium large enough to permit Minimum Guaranteed Death Benefit A
to be in effect; a premium large enough to permit Minimum Guaranteed Death
Benefit B to be in effect; and a premium large enough

A-23
<PAGE>

to permit the three-year Minimum Premium death benefit to be in effect.) We
will notify you of the amount due. You have insurance coverage during the
grace period, but if the insured dies before you have paid the premium, we
deduct from the death proceeds the unpaid Monthly Deduction for the period
prior to the date of death. If you have not paid the required premium by the
end of the grace period, your Policy will lapse without value.

REINSTATEMENT. If your Policy has lapsed, you may reinstate it within seven
years after the date of lapse. If more than seven years have passed, or if you
have surrendered the Policy, you need our consent to reinstate. Reinstatement
in all cases requires payment of certain charges described in the Policy and
usually requires evidence of insurability that is satisfactory to us.

If we deducted a Surrender Charge on lapse, we credit it back to the
Policy's cash value on reinstatement. The Surrender Charge on the date of
reinstatement is the same as it was on the date of lapse. When we determine
the Surrender Charge and other charges that vary by duration of the Policy
(unlike, for example, cost of insurance charges that vary by age of the
insured), we do not count the amount of time that a Policy was lapsed.

OTHER POLICY FEATURES

INCREASE IN FACE AMOUNT

The Policy provides that, after the first Policy year, you may increase the
face amount. Currently, we administer requests for increases in face amount by
issuing a new Policy with a face amount equal to the requested increase in
face amount (an "Increase Policy"). Under Increase Policies, we generally
waive the monthly Policy Fee; and we usually base the monthly administrative
charge on the Policy year of the initial Policy. Otherwise, an Increase Policy
is subject to the same terms and conditions as any other Policy except that
the minimum required face amount for an Increase Policy is $10,000, and you
may reduce the face amount of the Increase Policy to below $10,000.

We may in the future administer face amount increases as increases in the
face amount of the initial Policy. A maximum Face Amount Increase
Administrative Charge of $2.50 per $1,000 of the face amount increase will
apply to each increase when it takes effect. Certain terms and conditions will
apply to increases in face amount, as outlined in the Policy. A separate
Target Premium amount will apply to the face amount increase, based on the
insured's age and underwriting class at the time of the increase. The Policy's
sales charge and Surrender Charge scales will apply separately to each face
amount segment, starting with the effective date of the face amount segment.
Monthly Deductions (including cost of insurance charges) will be based on the
increase in coverage and will reflect, in whole or in part, any change in risk
classification of the insured, according to our rules. (See "Charges and
Expenses".)

When increases in the face amount of the initial Policy are available, we
will give Policy Owners who have purchased Increase Policies an opportunity to
consolidate coverage under initial and Increase Policies. The Face Amount
Increase Administrative Charge will not apply to the consolidation.
Consolidation of coverage may raise issues under federal tax law. You should
consult a tax advisor before requesting a consolidation.

For Policies issued in some business situations on an automatic issue basis,
we may offer annual face amount increases which are related to increases in
salary or which are based on a fixed annual percentage (the "Salary Refresh"
program). We determine limits on the annual and/or total amount of face
increases per Policy that we will permit on an automatic issue basis at issue.
Increases over this limit will require underwriting. The Salary Refresh
program is not available for Policies with the Option 2 death benefit.

We may also offer the Salary Refresh program for Policies issued on an
underwritten basis in some business situations. Any Salary Refresh face amount
increases under these Policies are underwritten in connection with the
application for the initial face amount of the Policies, and are subject to
limits that we determine at that time.

The terms and conditions of the Salary Refresh program are contained in our
published rules which are furnished at the time of application.

A-24
<PAGE>

Loan Provision

You may borrow all or part of the Policy's "loan value" at any time after
the Right to Return the Policy period. We make the loan as of the date when we
receive a loan request. (See "Receipt of Communications and Payments at
NELICO's Home Office".) You should contact our Home Office or your registered
representative for information on loan procedures.

The Policy's loan value equals:

(i) 90% (or more if required by state law) of the Policy's "projected cash
value"; minus

(ii) the Policy's Surrender Charge on the next Planned Premium due date or,
if greater, on the date the loan is made; minus

(iii) loan interest to the next loan interest due date.

The "projected cash value" is the cash value projected to the next Policy
anniversary or, if earlier, to the next Planned Premium due date, at a 4% rate
and using current Policy charges. The loan value available is reduced by any
outstanding loan plus interest. We currently intend to base the loan value on
100% of the Policy's projected cash value, rather than 90%, for Policy years
16 and after.

Example: Using the Policy illustrated on page A-46 assume that the
Policy's Planned Premiums have been paid 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 4.41%). After the premium payment on
the 10th Policy anniversary, the maximum amount that you could borrow would
be determined as follows under (i) an annual premium payment schedule and
(ii) a quarterly premium payment schedule:

<TABLE>
<CAPTION>
Annual Quarterly
------- ---------
<S> <C> <C>
(1)Cash Value after Premium Payment on 10th Policy Anni-
versary.................................................. $43,199 $40,842
(2)Cash Value Projected at a Constant Annual Rate of Re-
turn of 4% to the
(a)11th Policy Anniversary.............................. 44,248
(b)Next Planned Premium Due Date........................ 41,062
(3)90% of Amount Calculated in (2)........................ 39,823 36,956
(4)Amount Calculated in (3), Reduced by the Applicable
Surrender Charge......................................... 39,558 36,691
(5)Amount Calculated in (4), Reduced by Loan Interest to
the Next Interest Due Date............................... 37,496 34,778
</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, we
attribute Policy loans first to the Sub-Accounts of the Variable Account in
proportion to the cash value in each, and then the Fixed Account. We allocate
loan repayments first to the outstanding loan balance attributed to the Fixed
Account and then to the Sub-Accounts of the Variable Account in proportion to
the cash value in each.

The interest rate charged on Policy loans is an effective rate of 5.5% per
year (using simple interest during the year). Interest accrues daily and is
due on the Policy anniversary. If not paid at that time, we add the interest
accrued to the loan amount, and we deduct an amount equal to the unpaid
interest from the Policy's cash value in the Sub-Accounts and the Fixed
Account in proportion to the amount in each. The amount we take from the
Policy's Sub-Accounts as a result of the loan earns interest (compounded
daily) at an effective rate of not less than 4% per year. The rate we
currently credit is 4% per year for the first 15 Policy years and 5.25%
thereafter. (You should consult a tax advisor as to the tax consequences
associated with a Policy loan outstanding after the first 15 Policy years.) We
credit this interest amount 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,
loans can permanently affect the death benefit and cash value of the Policy,
even if repaid. In addition, we reduce any proceeds payable under a Policy by
the amount of any outstanding loan plus accrued interest.

If a Policy loan is outstanding, it may be better to repay the loan than to
pay a premium, because the payment is subject to sales and premium tax
charges, and the loan repayment is not subject to charges. However, repaying
the loan instead of paying a premium could make your Policy ineligible for a
death benefit guarantee. (See "Deductions from Premiums" and "Death Benefit".)

A-25
<PAGE>

If Policy loans plus accrued interest at any time exceed the Policy's cash
value less the Surrender Charge on the next Policy loan interest due date (or,
if the Surrender Charge would be greater, on the date the calculation is
made), we notify you that the Policy is going to terminate. (This is called an
"excess Policy loan". We test for an excess Policy loan on each monthly
processing date and in connection with other Policy processing transactions.)
The Policy terminates without value 62 days after we mail the notice unless
you pay us the excess Policy loan amount within that time. If the Policy
lapses with a loan outstanding, adverse tax consequences may result. If your
Policy is a "modified endowment contract", loans under your Policy may be
treated as taxable distributions. (See "Tax Considerations" below.)

Department of Labor regulations impose requirements for participant loans
under tax-qualified pension plans. Therefore, plan loan provisions may differ
from Policy loan provisions. See "Tax Considerations".

SURRENDER

You may surrender a Policy for its net cash value at any time while the
insured is living. We determine the net cash value of the surrendered Policy
as of the date when we receive the surrender request. 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".) We increase the net
cash value paid on surrender by the portion of any cost of insurance charge we
deducted for the period beyond the date of surrender. If you surrender the
Policy during the grace period, we reduce the net cash value by an amount to
cover the Monthly Deduction to the date of surrender. You may apply all or
part of the net cash value to a payment option. (See "Payment Options".) A
surrender may result in adverse tax consequences. (See "Tax Considerations"
below.)

PARTIAL SURRENDER

You may make a partial surrender of the Policy after the Right to Return the
Policy period, to receive a portion of its net cash value. A partial surrender
reduces the Policy's death benefit and may reduce the Policy's face amount if
necessary so that the amount at risk under the Policy will not increase. Any
reduction in the face amount causes a proportionate reduction in the Policy's
Target Premium, on which we base any future Surrender Charges (and, currently,
the sales charge deducted from premiums). A partial surrender may also reduce
rider benefits. We reserve the right to decline a partial surrender request
that would reduce the face amount below the Policy's required minimum.

We limit partial surrenders in any one Policy year, except with our consent,
to 20% of the Policy's net cash value on the date of the first partial
surrender for the Policy year or, if less, the Policy's available loan value.
Currently, we permit partial surrenders of up to 75% of the Policy's net cash
value per year, if there is sufficient available loan value. (In some business
situations or for some tax-qualified pension plans we may permit you to
withdraw a higher percentage of the net cash value.)

We deduct any Surrender Charge that applies to the partial surrender from
the Policy's remaining cash value in an amount proportional to the amount of
the Policy's face amount surrendered. The Surrender Charge applied reduces any
remaining Surrender Charge that can be applied under your Policy.

You may not reinvest cash value paid upon partial surrender in the Policy
except as premium payments, which are subject to the charges described under
"Deductions From Premiums". A partial surrender could terminate your Policy's
Minimum Guaranteed Death Benefit. See "Minimum Guaranteed Death Benefit".

A partial surrender first reduces the Policy's cash value in the Sub-
Accounts of the Variable Account, in proportion to the amount of cash value in
each, and then the Fixed Account, unless you request otherwise. (See "The
Fixed Account" below.) We determine the amount of net cash value paid upon
partial surrender as of the date when we receive a request. You can contact
your registered representative or the Home Office for information on partial
surrender procedures.

A reduction in the death benefit as a result of a partial surrender may
create a "modified endowment contract". If you are contemplating a partial
surrender, you should consult your tax advisor regarding the tax consequences.
(See "Tax Considerations".)

REDUCTION IN FACE AMOUNT

You may reduce the face amount of your Policy without receiving a
distribution of any Policy cash value. (This feature differs from a partial
surrender, which reduces the Policy's net cash value.)

A-26
<PAGE>

If you decrease the face amount of your Policy, we also decrease the Target
Premium, on which we base any future Surrender Charges (and, currently, the
sales charge deducted from premiums). We deduct any Surrender Charge that
applies from the Policy's cash value when you reduce its face amount.

A face amount reduction usually decreases the Policy's death benefit.
(However, if we are increasing the death benefit to satisfy federal income tax
laws, we will not decrease the death benefit unless we deducted a Surrender
Charge from the cash value. A reduction in face amount in this situation may
not be advisable because it will not reduce your death benefit or cost of
insurance charges and may result in a Surrender Charge.) We also may decrease
any rider benefits attached to the Policy. The face amount remaining after a
reduction must meet our minimum face amount requirements for issue, except
with our consent; special rules apply in business situations.

A reduction in face amount reduces the Federal tax law limits on the amount
of premiums that you can pay under the Policy. In these cases, you may need a
partial surrender of cash value to comply with Federal tax law. This could
terminate your Policy's Minimum Guaranteed Death Benefit. (See "Minimum
Guaranteed Death Benefit".)

A face amount reduction takes effect as of the date when we receive a
request. You can contact your registered representative or the Home Office for
information on face reduction procedures.

A reduction in the face amount of a Policy that causes a death benefit
reduction may create a "modified endowment contract". If you are contemplating
a reduction in face amount, you should consult your tax advisor regarding the
tax consequences of the transaction. (See "Tax Considerations".)

ACCELERATION OF DEATH BENEFIT RIDER

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

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

We expect that payment of the rider benefit will be available if the insured
is diagnosed as terminally ill, as defined in the rider. The benefit may be
subject to discounting and charges. Payment will be subject to evidence
satisfactory to us.

See "Tax Considerations", below, for a discussion of the tax consequences
associated with the accelerated benefits rider.

INVESTMENT OPTIONS

You can allocate your Policy's premiums among the Sub-Accounts of the
Variable Account and the Fixed Account in any combination, as long as you
choose no more than 10 accounts (including the Fixed Account) at any one time.
The Policy provides that you must allocate a minimum of 10% of the premium to
each Sub-Account selected in whole percentages; currently we will permit you
to allocate any whole percentage to a Sub-Account. You can allocate your
Policy's cash value among no more than 10 accounts (including the Fixed
Account) at any one time.

You make the initial premium allocation when you apply for a Policy. You can
change the allocation of future premiums at any time thereafter. The change
will be effective for premiums applied on or after the date when we receive
your request. You may request the change by telephone or by written request.
(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.

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<PAGE>

TRANSFER OPTION

After the Right to Return the Policy period, the Policy provides that you
may transfer your Policy's cash value between Sub-Accounts up to four times in
a Policy year (twelve times per policy year for Policies issued in New York)
without our consent. We currently allow 12 Sub-Account transfers per policy
year under all Policies. We do not count transfers out of the Fixed Account
against this limit. We treat all Sub-Account transfer requests made at the
same time as a single request. The transfer is effective as of the date when
we receive the transfer request. (See "Receipt of Communications and Payments
at NELICO's Home Office".) For special rules regarding transfers involving the
Fixed Account, see "The Fixed Account".

You may request a Sub-Account transfer or reallocation of future premiums by
written request (which may be telecopied) to us or by telephoning us. To
request a transfer or reallocation by telephone, you should contact your
registered representative or contact us at 1-800-200-2214. We automatically
permit requests for transfers (up to our current limit per Policy year) or
reallocations by telephone. We use reasonable procedures to confirm that
instructions communicated by telephone are genuine. Any telephone instructions
that we reasonably believe to be genuine are your responsibility, including
losses arising from any errors in the communication of instructions.

SUBSTITUTION OF INSURED PERSON

Subject to state insurance department approval, we offer a rider benefit
that permits 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 some
restrictions and may result in a cost or credit to you. A substitution of the
insured person is a taxable exchange. In addition, a substitution of the
insured person could reduce the amount of premiums you can pay into the Policy
under Federal tax law and, therefore, may require a partial surrender of cash
value. (No Surrender Charge will apply.)

Your registered representative can provide current information on the
availability of the rider. You should consult your tax advisor before
substituting the insured person under your Policy.

PAYMENT OF PROCEEDS

We ordinarily pay any net cash value, loan value or death benefit proceeds
from the Sub-Accounts within seven days after we receive a request, or
satisfactory proof of death of the insured. (See "Receipt of Communications
and Payments at NELICO's Home Office".) However, we may delay payment (except
when a loan is made to pay a premium to us) 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 an 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.

We may withhold payment of surrender or loan proceeds if those proceeds are
coming from a Policy Owner's check, or from a Master Service Account premium
transaction, which has not yet cleared. We may also delay payment while we
consider whether to contest the Policy. We pay interest on the death benefit
proceeds from the date they become payable to the date we pay them.

The beneficiary can elect our Access Plus program for payment of death
proceeds at any time before we pay them. We establish an Access Plus account
at State Street Bank & Trust Company at the time for payment. The Access Plus
account gives convenient access to the proceeds, which are maintained in
MetLife's general account, through checkbook privileges with State Street.

Normally we promptly make payments of cash value, or of any loan value
available, from cash value in the Fixed Account. However, we may delay those
payments for up to six months. We pay interest in accordance with state
insurance law requirements on delayed payments.

24 MONTH RIGHT

GENERAL RIGHT. Generally, during the first 24 months after the Policy's
issue date, you may convert the Policy, or a portion of it, to fixed benefit
coverage by transferring all or a portion of your Policy's cash value, and
allocating all or a portion of future premiums, to the Fixed Account. The
request to convert to fixed benefit coverage must be in written form
satisfactory to us. Increase Policies have the same 24 Month Right.

A-28
<PAGE>

You may exercise this privilege only once within 24 months after issue.
Transfers into the Fixed Account pursuant to this right will not count toward
the limit on the number of cash value transfers permitted under the Policy
each year. Transfers of cash value back to one or more Sub-Accounts of the
Variable Account are subject to the Policy's general limits on transfers from
the Fixed Account (see "The Fixed Account").

The Policy permits us to limit allocations to the Fixed Account under some
circumstances. (See "The Fixed Account.") If we limit such allocations and you
then wish to exercise the 24 Month Right, you may continue to allocate to the
Fixed Account only the percentage of premiums that you allocated to the Fixed
Account pursuant to your exercise of the 24 Month Right. In addition, if you
have exercised this right, and we later limit such allocations, then you may
continue to allocate to the Fixed Account only the lowest percentage of
premiums that you allocated to the Fixed Account at any time since your
exercise of the 24 Month Right.

FOR POLICIES ISSUED IN MARYLAND AND NEW JERSEY. Under Policies issued in
Maryland and New Jersey, you can exchange the face amount of your Policy for a
fixed benefit life insurance policy provided that you repay any policy loans
and (1) the Policy has not lapsed and (2) the exchange is made within 24
months after the Policy's issue date. If you exercise this option, you will
have to make up any investment loss you had under the variable life insurance
policy. We make the exchange without evidence of insurability. The new policy
will have, at your option, either the same death benefit or the same net
amount at risk as that being exchanged. The new policy will have the same
issue age, underwriting class and policy date as the variable life policy had.
We will attach any riders to the original Policy to the new policy if they are
available.

Contact us or your registered representative for more specific information
about the 24 Month Right in these states. The exchange may result in a cost or
credit to you. On the exchange, you may need to make an immediate premium
payment on the new policy in order to keep it in force.

GROUP OR SPONSORED ARRANGEMENTS. For a Policy issued to some group or
sponsored arrangements, we offer the additional option of exchanging the
Policy 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 us or an affiliate. (Availability of this feature depends on state
insurance department approval.) Contact us or your registered representative
for more information about this feature.

PAYMENT OPTIONS

We pay the Policy's death benefit and net cash value in one sum unless you
or the payee choose a payment option for all or part of the proceeds. You can
choose a combination of payment options. You can make, change or revoke the
selection of payee or payment option before the death of the insured. You can
contact your registered representative or the Home Office for the procedure to
follow. The payment options available are fixed benefit options only and are
not affected by the investment experience of the Variable Account. 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. We pay proceeds 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 that we pay for any
year is added to the monthly payments for that year.

(ii) LIFE INCOME. We pay proceeds 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. We pay proceeds in equal monthly installments
during the life of the payee. At the payee's death, we pay any unpaid
proceeds remaining either in one sum or in equal monthly installments
until we have paid the total proceeds.

(iv) INTEREST. We hold proceeds for the life of the payee or another agreed
upon period. We pay interest of at least 3.5% a year monthly or add it
to the principal annually. At the death of the payee, or at the end of
the period agreed to, we pay the balance of principal and any interest
in one sum.

(v) SPECIFIED AMOUNT OF INCOME. We pay proceeds plus accrued interest of at
least 3.5% a year in an amount and at a frequency elected until we have
paid total proceeds. We pay any amounts unpaid at the death of the payee
in one sum.

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<PAGE>

(vi) LIFE INCOME FOR TWO LIVES. We pay proceeds 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, we pay two-thirds
of the monthly amount for the life of the surviving payee.

You need our consent to use an option if the installment payments would be
less than $20.

ADDITIONAL BENEFITS BY RIDER

You can add additional benefits to the Policy by rider , subject to our
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.

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 do not trigger a
Surrender Charge, and use of a term rider generally reduces sales
compensation. Your registered representative can provide you more information
on the uses of term rider coverage.

The following riders are available:

LEVEL TERM INSURANCE, which provides term insurance.

WAIVER OF MONTHLY DEDUCTION, which provides for waiver of Monthly
Deductions upon the disability of the insured.

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

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

Not all riders may be available to you and riders in addition to those
listed above may be made available. You should consult your registered
representative regarding the availability of 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 at the
death of the insured.

The beneficiary is also named in the application. You may change the
beneficiary 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, we pay proceeds to the Policy Owner.

A change of Policy Owner or beneficiary is subject to all payments made and
actions taken by us under the Policy before we receive a signed change form.
You can contact your registered representative or the Home Office for the
procedure to follow.

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 are subject to all payments made and actions taken
by us under the Policy before we receive a signed copy of the assignment form.
We are not 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.)

A-30
<PAGE>

THE VARIABLE ACCOUNT

We established the Variable Account as a separate investment account on
January 31, 1983 under Delaware law. It became subject to Massachusetts law
when we changed our domicile to Massachusetts on August 30, 1996. The Variable
Account is the funding vehicle for the Policies, and other NELICO variable
life insurance policies; these other policies impose different costs, and
provide different benefits, from the Policies. The Variable Account meets the
definition of a "separate account" under Federal securities laws, and is
registered with the Securities and Exchange Commission (the "SEC") as a unit
investment trust under the Investment Company Act of 1940. Registration with
the SEC does not involve SEC supervision of the Variable Account's management
or investments. However, the Massachusetts Insurance Commissioner regulates
NELICO and the Variable Account, which are also subject to the insurance laws
and regulations where the Policies are sold.

Although we own the assets of the Variable Account, 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 we may conduct. We believe 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
our general creditors, and may only be used to support the cash values under
our variable life insurance policies issued by the Variable Account. We may
transfer to our general account assets which exceed the reserves and other
liabilities of the Variable Account. We will consider any possible adverse
impact such a 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 our
other income or capital gains and losses.

Investments of the Variable Account

The Variable Account currently has 18 Sub-Accounts. Each invests in an
Eligible Fund. The Sub-Accounts and the Eligible Funds 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

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

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

--The Zenith Equity Growth Sub-Account, which invests in the Alger Equity
Growth 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 Midcap Value Sub-Account, which invests in the Goldman Sachs
Midcap Value Series (formerly the Loomis Sayles Avanti Growth Series) of
the Zenith Fund

--The Zenith International Magnum Equity Sub-Account, which invests in the
Morgan Stanley International Magnum Equity Series of the Zenith Fund

--The Zenith Investors Sub-Account, which invests in the MFS Investors
Series of the Zenith Fund

--The Zenith Research Managers Sub-Account, which invests in the MFS
Research Managers 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

A-31
<PAGE>

The Zenith Fund is an open-end diversified management investment company,
more commonly known as a mutual fund. The Zenith Fund is an investment vehicle
for separate investment accounts of NELICO and of other life insurance
companies.

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 Variable Account purchases and sells Eligible Fund shares 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.

INVESTMENT OBJECTIVES

The investment objectives of the Eligible Funds are described briefly below.
These objectives may not be met. More about the Eligible Funds, including
their investments, expenses, and risks, is in the attached Eligible Fund
prospectuses and the Eligible Funds' Statements of Additional Information.

The investment objectives and policies of certain Eligible Funds are similar
to the investment objectives and policies of other funds that may be managed
by the same sub-adviser. The investment results of the Eligible Funds may be
higher or lower than the results of these funds. There is no assurance, and no
representation is made, that the investment results of any of the Eligible
Funds will be comparable to the investment results of any other fund.

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.

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 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 Goldman Sachs Midcap Value Series' investment objective is long-
term capital appreciation. The Series invests, under normal circumstances,
substantially all of its assets in equity securities and at least 65% of its
total assets in equity securities of companies with public stock market
capitalizations within the range of the market capitalization of companies
constituting the Russell Midcap Index at the time of investment.

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.
Normally, the Series will invest at least 65% of its assets in companies with
market capitalization in the range of the market capitalization of those
companies which make up the Russell 2000 index at the time of investment.

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<PAGE>

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 securities and, under normal market
conditions, more than 50% of its assets in common stocks.

The Zenith Morgan Stanley International Magnum Equity Series' investment
objective is long-term capital appreciation through investment primarily in
international equity securities of non-U.S. issuers, in accordance with the
EAFE country weightings determined by the series' sub-adviser. Under normal
circumstances at least 65% of the total assets of the series will be invested
in equity securities of issuers in at least three countries outside the United
States.

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 Zenith MFS Investors Series' investment objectives are to provide
reasonable current income and long-term growth of capital and income. Under
normal market conditions, the Series will invest at least 65% of its assets in
equity securities of companies that are believed to have long-term prospects
for growth and income.

The Zenith Research Managers Series' investment objective is to provide
long-term growth of capital and future income. The Series' policy is to invest
a substantial proportion of its assets in equity securities of companies
believed to possess better than average prospects for long-term growth. The
portfolio securities of the Series are selected by a committee of investment
research analysts.

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. Foreign
investments involve greater risks than U.S. investments, including political
and economic risks and the risks of currency fluctuation.

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.
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 stocks, bonds and short-term instruments.

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<PAGE>

INVESTMENT MANAGEMENT

The chart below shows the adviser and sub-adviser for each series of the
Zenith Fund. TNE Advisers, which is an indirect, wholly-owned subsidiary of
NELICO, CGM, 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 Capital Growth Management Limited
Growth 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
Stock Index TNE Advisers, Inc. Westpeak Investment Advisors, L.P.*
Westpeak
Growth and
Income TNE Advisers, Inc. Westpeak Investment Advisors, L.P.*
Loomis Sayles
Small Cap TNE Advisers, Inc. Loomis, Sayles & Company, L.P.*
Loomis Sayles
Balanced TNE Advisers, Inc. Loomis, Sayles & Company, L.P.*
Morgan TNE Advisers, Inc. Morgan Stanley Dean Witter Investment
Stanley Management Inc.
International
Magnum
Equity
Goldman Sachs
Midcap Value TNE Advisers, Inc. Goldman Sachs Asset Management
Davis Venture
Value TNE Advisers, Inc. Davis Selected Advisers, L.P.**
Alger Equity
Growth TNE Advisers, Inc. Fred Alger Management, Inc.
MFS Investors TNE Advisers, Inc. Massachusetts Financial Services Company
MFS Research
Managers TNE Advisers, Inc. Massachusetts Financial Services Company
</TABLE>
- --------
* An affiliate of NELICO
** Davis Selected may also delegate any of its responsibilities to Davis
Selected Advisers--NY, Inc., a wholly-owned subsidiary of Davis Selected.

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, Goldman Sachs Midcap Value Series
and Loomis Sayles Small Cap Series, TNE Advisers became the adviser on May 1,
1995. The Morgan Stanley International Magnum Equity Series' sub-adviser was
Draycott Partners, Ltd. until May 1, 1997, when Morgan Stanley Dean Witter
Investment Management (formerly Morgan Stanley Asset Management) became the
sub-adviser. The Goldman Sachs Midcap Value Series' sub-adviser was Loomis,
Sayles until May 1, 1998, when Goldman Sachs Asset Management became the sub-
adviser. 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.

FMR is the investment adviser for the VIP Fund and VIP Fund II. 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 prospectuses attached at the end of this prospectus and
their Statements of Additional Information.

THE FIXED ACCOUNT

THE POLICY HAS A FIXED ACCOUNT OPTION ONLY IN STATES THAT APPROVE IT.

You may allocate net premiums and transfer 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 are not registered under the Securities Act of 1933. Neither the Fixed
Account nor the general account is 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 the SEC does not review Fixed Account
disclosure. This disclosure may, however, be subject to certain provisions of
the Federal securities laws on the accuracy and completeness of prospectuses.

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<PAGE>

GENERAL DESCRIPTION

Our general account includes all of our assets except assets in the Variable
Account or in our other separate accounts. We decide how to invest our general
account assets. Fixed Account allocations do not share in the actual
investment experience of the Fixed Account. Instead, we guarantee that the
Fixed Account will credit interest at an annual rate of at least 4%. We may or
may not credit interest at a higher rate. We declare the current interest rate
for the Fixed Account periodically. The Fixed Account earns interest daily.

We can change our Fixed Account interest crediting procedures. Currently,
all cash value in the Fixed Account on a Policy anniversary earns interest at
the declared annual rate in effect on the anniversary until the next Policy
anniversary, when it is credited with our current rate. (Although our current
practice is to credit your entire Fixed Account cash value on a Policy
anniversary with our current annual rate until the next anniversary, we can
select any portion, from 0% to 100%, of your Fixed Account cash value on a
Policy anniversary to earn interest at our current rate until the next Policy
anniversary.) Any net premiums allocated or cash value transferred to the
Fixed Account on a date other than a Policy anniversary earn interest at our
current rate until the next Policy anniversary. Any loan repayment allocated
to the Fixed Account is credited with the lesser of our current interest rate
and the effective interest rate for your Policy's cash value in the Fixed
Account on the date of the repayment. The Fixed Account effective interest
rate is a weighted average of all the Fixed Account rates for your Policy.

VALUES AND BENEFITS

Cash value in the Fixed Account increases from net premiums allocated and
transfers to the Fixed Account and Fixed Account interest, and decreases from
loans, partial surrenders made from the Fixed Account, charges and transfers
from the Fixed Account. We deduct charges from the Fixed Account and the
Policy's Sub-Accounts in proportion to the amount of cash value in each. (See
"Monthly Deduction from Cash Value".) A Policy's total cash value includes
cash value in the Variable Account, the Fixed Account, and any cash value held
in our general account (but outside of the Fixed Account) due to a Policy
loan.

Cash value in the Fixed Account is included in the calculation of the
Policy's death benefit in the same manner as the cash value in the Variable
Account. (See "Death Benefit".)

POLICY TRANSACTIONS

We can restrict allocations and transfers to the Fixed Account if the
effective annual rate of interest on the amount would be 4%. Otherwise, the
requirements for Fixed Account and Variable Account allocations are the same.
(See "Allocation of Net Premiums".)

Except as described below, the Fixed Account has the same rights and
limitations about premium allocations, transfers, loans, surrenders and
partial surrenders as the Variable Account. (See "Other Policy Features".) The
following special rules apply to the Fixed Account.

TRANSFERS FROM THE FIXED ACCOUNT TO THE VARIABLE ACCOUNT ARE ALLOWED ONLY
ONCE IN EACH POLICY YEAR. WE PROCESS A TRANSFER FROM THE FIXED ACCOUNT ONLY IF
WE RECEIVE THE TRANSFER REQUEST WITHIN THE 30 DAY PERIOD AFTER THE POLICY
ANNIVERSARY. WE MAKE THE TRANSFER AS OF THE DATE WE RECEIVE THE TRANSFER
REQUEST AT OUR HOME OFFICE.

THE AMOUNT OF CASH VALUE YOU MAY TRANSFER 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 Fixed Account
cash value. 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
our consent. We currently allow 12 transfers per Policy year. We do not count
transfers out of the Fixed Account against this limit.

Unless you request otherwise, a Policy loan reduces the Policy's cash value
in the Sub-Accounts and not the Fixed Account. If there is not enough cash
value in the Policy's Sub-Accounts for the loan, we take the balance from the
Fixed Account. We allocate all loan repayments first to the outstanding loan
balance attributable to the Fixed Account. The amount

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<PAGE>

removed from the Policy's Sub-Accounts and the Fixed Account as a result of a
loan earns interest of at least 4% per year, which we credit 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, we take partial surrenders 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 for the partial surrender, we take the
balance from the Fixed Account.

We can delay transfers, surrenders, and Policy loans from the Fixed Account
for up to six months (to the extent allowed by state insurance law). We will
not delay loans to pay premiums on policies issued by us.

NELICO'S DISTRIBUTION AGREEMENT

We sell the Policies through licensed insurance agents. These agents are
also registered representatives of New England Securities Corporation ("New
England Securities"). New England Securities, a Massachusetts corporation
organized in 1968 and an indirect, wholly-owned subsidiary of NELICO, 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, 399 Boylston Street, Boston, Massachusetts 02116,
also serves as the principal underwriter for the Policies under a Distribution
Agreement with NELICO. Under the Distribution Agreement, we pay 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.

We pay the following commissions and/or service fees to the selling agent: a
maximum of 50% of 110% of the Target Premium (plus any additional portion of a
premium which we attribute to certain riders for commission paying purposes)
paid in the first Policy year, a maximum of 5% in Policy years two through
ten, and a maximum of 3% thereafter. Agents receive a maximum commission of 3%
of each payment in excess of 110% of the Target Premium (plus any additional
portion of a premium which we attribute to certain riders for commission
paying purposes) in any year. For Policies sold in connection with certain
executive benefit plans the maximum commissions are: 20% of 110% of the Target
Premium (plus any additional portion of a premium which we attribute to
certain riders for commission paying purposes) in the first Policy year, 10%
in Policy years two through ten, and 2% thereafter. For these Policies we will
pay a maximum commission of 3.5% of each payment in excess of 110% of the
Target Premium (plus any additional portion of a premium attributable to
riders for commission purposes) in Policy years one through ten, and 2% of
such excess premiums thereafter. Agents who meet certain NELICO productivity
and persistency standards may be eligible for additional compensation.

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,
commissions paid to the broker-dealer on behalf of the registered
representative will not exceed those described above. We may pay certain
broker-dealers an additional bonus after the first Policy year on behalf of
certain registered representatives, which may be up to the amount of the basic
commission for the particular Policy year. We pay commissions through the
registered broker-dealer, and may pay additional compensation to the broker-
dealer and/or reimburse it for portions of Policy sales expenses.

LIMITS TO NELICO'S RIGHT TO CHALLENGE THE POLICY

Generally, we can challenge the validity of your Policy or a rider during
the insured's lifetime for two years (or less, if required by state law) from
the date of issue, based on misrepresentations made in the application. We can
challenge the portion of the death benefit resulting from an underwritten
premium payment for two years during the insured's lifetime from receipt of
the premium payment. However, if the insured dies within two years of the date
of issue, we can challenge all or part of the Policy at any time based on
misrepresentations in the application.

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<PAGE>

MISSTATEMENT OF AGE OR SEX

If the application misstates the insured's age or sex, the Policy's death
benefit is the amount that the most recent Monthly Deduction which was made
would provide, based on the insured's correct age and, if the Policy is sex-
based, correct sex.

SUICIDE

If the insured commits suicide within two years (or less, if required by
state law) from the date of issue, the death benefit is limited to premiums
paid, less any policy loan balance and partial surrenders. (Where required by
state law, we determine the death benefit under this provision by using the
greater of: the reserve of the insurance which is subject to the provision;
and the amounts used to purchase the insurance which is subject to the
provision.)

TAX CONSIDERATIONS

INTRODUCTION

The following summary provides a general description of the Federal income
tax considerations associated with the Policy and does not purport to be
complete or to cover all tax situations. This discussion is not intended as
tax advice. Counsel or other competent tax advisors should be consulted for
more complete information. This discussion is based upon our understanding of
the present Federal income tax laws. No representation is made as to the
likelihood of continuation of the present Federal income tax laws or as to how
they may be interpreted by the Internal Revenue Service.

TAX STATUS OF THE POLICY

In order to qualify as a life insurance contract for Federal income tax
purposes and to receive the tax treatment normally accorded life insurance
contracts under Federal tax law, a Policy must satisfy certain requirements
which are set forth in the Internal Revenue Code. Guidance as to how these
requirements are to be applied is limited. Nevertheless, we believe that the
Policies should satisfy the applicable requirements. There is less guidance,
however, with respect to Policies issued on a substandard or automatic issue
basis and Policies with term riders added, and it is not clear whether such
Policies will in all cases satisfy the applicable requirements. If it is
subsequently determined that a Policy does not satisfy the applicable
requirements, we may take appropriate steps to bring the Policy into
compliance with such requirements, and we reserve the right to restrict Policy
transactions in order to do so.

In certain circumstances, owners of variable life insurance contracts have
been considered for Federal income tax purposes to be the owners of the assets
of the variable account supporting their contracts, due to their ability to
exercise investment control over those assets. Where this is the case, the
contract owners have been currently taxed on income and gains attributable to
variable account assets. There is little guidance in this area, and some
features of the Policies, such as the flexibility of a Policy Owner to
allocate premiums and cash values, have not been explicitly addressed in
published rulings. While we believe that the Policies do not give Policy
Owners investment control over Variable Account assets, we reserve the right
to modify the Policies as necessary to prevent a Policy Owner from being
treated as the owner of the Variable Account assets supporting the Policy.

In addition, the Code requires that the investments of the Variable Account
be "adequately diversified" in order for the Policies to be treated as life
insurance contracts for Federal income tax purposes. It is intended that the
Variable Account, through the Eligible Funds, will satisfy these
diversification requirements.

The following discussion assumes that the Policy will qualify as a life
insurance contract for Federal income tax purposes.

TAX TREATMENT OF POLICY BENEFITS

IN GENERAL. We believe that the death benefit under a Policy should be
excludible from the gross income of the beneficiary. Federal, state and local
transfer, and other tax consequences of ownership or receipt of Policy
proceeds depend on the circumstances of each Policy Owner or beneficiary. A
tax advisor should be consulted on these consequences.

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<PAGE>

Generally, the Policy Owner will not be deemed to be in constructive receipt
of the Policy cash value until there is a distribution. When distributions
from a Policy occur, or when loans are taken out from or secured by a Policy,
the tax consequences depend on whether the Policy is classified as a "Modified
Endowment Contract."

MODIFIED ENDOWMENT CONTRACTS. Under the Internal Revenue Code, certain life
insurance contracts are classified as "Modified Endowment Contracts," with
less favorable tax treatment than other life insurance contracts. Due to the
flexibility of the Policies as to premiums and benefits, the individual
circumstances of each Policy will determine whether it is classified as a
Modified Endowment Contract. The rules are too complex to be summarized here,
but generally depend on the amount of premiums paid during the first seven
Policy years. Certain changes in a Policy after it is issued could also cause
it to be classified as a Modified Endowment Contract. A current or prospective
Policy Owner should consult with a competent advisor to determine whether a
Policy transaction will cause the Policy to be classified as a Modified
Endowment Contract.

DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM MODIFIED ENDOWMENT
CONTRACTS. Policies classified as Modified Endowment Contracts are subject to
the following tax rules:

(1) All distributions other than death benefits, including distributions
upon surrender and withdrawals, from a Modified Endowment Contract will be
treated first as distributions of gain taxable as ordinary income and as
tax-free recovery of the Policy Owner's investment in the Policy only after
all gain has been distributed.

(2) Loans taken from or secured by a Policy classified as a Modified
Endowment Contract are treated as distributions and taxed accordingly.

(3) A 10 percent additional income tax is imposed on the amount subject
to tax except where the distribution or loan is made when the Policy Owner
has attained age 59 1/2 or is disabled, or where the distribution is part
of a series of substantially equal periodic payments for the life (or life
expectancy) of the Policy Owner or the joint lives (or joint life
expectancies) of the Policy Owner and the Policy Owner's beneficiary or
designated beneficiary.

DISTRIBUTIONS OTHER THAN DEATH BENEFITS FROM POLICIES THAT ARE NOT MODIFIED
ENDOWMENT CONTRACTS. Distributions other than death benefits from a Policy
that is not classified as a Modified Endowment Contract are generally treated
first as a recovery of the Policy Owner's investment in the Policy and only
after the recovery of all investment in the Policy as taxable income. However,
certain distributions which must be made in order to enable the Policy to
continue to qualify as a life insurance contract for Federal income tax
purposes if Policy benefits are reduced during the first 15 Policy years may
be treated in whole or in part as ordinary income subject to tax.

Loans from or secured by a Policy that is not a Modified Endowment Contract
are generally not treated as distributions. However, the tax consequences
associated with Policy loans that are outstanding after the first 15 Policy
years are less clear and a tax adviser should be consulted about such loans.

Finally, neither distributions from nor loans from or secured by a Policy
that is not a Modified Endowment Contract are subject to the 10 percent
additional income tax.

INVESTMENT IN THE POLICY. Your investment in the Policy is generally your
aggregate premiums. When a distribution is taken from the Policy, your
investment in the Policy is reduced by the amount of the distribution that is
tax-free.

POLICY LOANS. In general, interest on a Policy loan will not be deductible.
Before taking out a Policy loan, you should consult a tax adviser as to the
tax consequences.

MULTIPLE POLICIES. All Modified Endowment Contracts that are issued by
NELICO (or its affiliates) to the same Policy Owner during any calendar year
are treated as one Modified Endowment Contract for purposes of determining the
amount includible in the Policy Owner's income when a taxable distribution
occurs.

ACCELERATED BENEFITS RIDER. We believe that payments received under the
accelerated benefits rider should be fully excludable from the gross income of
the beneficiary if the beneficiary is the insured under the Policy. (See
"Acceleration of Death Benefit Rider" for more information regarding the
rider.) However, you should consult a qualified tax adviser about the
consequences of adding this rider to a Policy or requesting payment under this
rider.

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<PAGE>

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

The tax consequences of continuing the Policy beyond the insured's 100th
year are unclear. You should consult a tax adviser if you intend to keep the
Policy in force beyond the insured's 100th year.

If a trustee under a pension or profit-sharing plan, or similar deferred
compensation arrangement, owns a Policy, the Federal, state and estate tax
consequences could differ. The amounts of life insurance that may be purchased
on behalf of a participant in a pension or profit-sharing plan are limited.
The current cost of insurance for the net amount at risk is treated as a
"current fringe benefit" and must be included annually in the plan
participant's gross income. We report this cost (generally referred to as the
"P.S. 58" cost) 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 is not taxable. However, the cash value will generally be taxable to the
extent it exceeds the participant's cost basis in the Policy. Policies owned
under these types of plans may be subject to restrictions under the Employee
Retirement Income Security Act of 1974 ("ERISA"). You should consult a
qualified adviser regarding ERISA.

Department of Labor ("DOL") regulations impose requirements for participant
loans under retirement plans covered by ERISA. Plan loans must also satisfy
tax requirements to be treated as nontaxable. Plan loan requirements and
provisions may differ from the Policy loan provisions. Failure of plan loans
to comply with the requirements and provisions of the DOL regulations and of
tax law may result in adverse tax consequences and/or adverse consequences
under ERISA. Plan fiduciaries and participants should consult a qualified
adviser before requesting a loan under a Policy held in connection with a
retirement plan.

Businesses can use the Policies in various arrangements, including
nonqualified deferred compensation or salary continuance plans, split dollar
insurance plans, executive bonus plans, tax exempt and nonexempt welfare
benefit plans, retiree medical benefit plans and others. The tax consequences
of such plans may vary depending on the particular facts and circumstances. If
you are purchasing the Policy for any arrangement the value of which depends
in part on its tax consequences, you should consult a qualified tax adviser.
In recent years, moreover, Congress has adopted new rules relating to life
insurance owned by businesses. Any business contemplating the purchase of a
new Policy or a change in an existing Policy should consult a tax adviser.

We believe that Policies subject to Puerto Rican tax law will generally
receive treatment similar, with certain modifications, to that described
above. Among other differences, Policies governed by Puerto Rican tax law are
not currently subject to the rules described above regarding Modified
Endowment Contracts. You should consult your tax adviser with respect to
Puerto Rican tax law governing the Policies.

POSSIBLE TAX LAW CHANGES. Although the likelihood of legislative changes is
uncertain, there is always the possibility that the tax treatment of the
Policy could change by legislation or otherwise. Consult a tax adviser with
respect to legislative developments and their effect on the Policy.

NELICO'S INCOME TAXES

Under current Federal income tax law, NELICO is not taxed on the Variable
Account's operations. Thus, currently we do not deduct a charge from the
Variable Account for Federal income taxes. We reserve the right to charge the
Variable Account for any future Federal income taxes we may incur.

Under current laws in several states, we may incur state and local taxes (in
addition to premium taxes). These taxes are not now significant and we are not
currently charging for them. If they increase, we may deduct charges for such
taxes.

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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
------------------ -----------------------------
<C> <S>
James M. Benson Chairman, President and Chief Executive Officer of
NELICO since 1998; formerly, Director, President and
Chief Operating Officer 1997-1998 of NELICO; President
and CEO 1996-1997 of Equitable Life Assurance Society
and President and COO of Equitable Companies, Inc.;
Senior Vice President 1993-1996 of Equitable Life
Assurance Society.
Robert H. Benmosche Director of NELICO since 1998 and Chairman, President
Metropolitan Life and Chief Executive Officer of Metropolitan Life
Insurance Co. Insurance Company since 1998; formerly, Director,
One Madison Avenue President and Chief Operating Officer 1997-1998;
New York, NY 10010 Executive Vice President 1995-1997 of Metropolitan
Life; Executive Vice President 1989-1995 of Paine
Webber.
Susan C. Crampton Director of NELICO since 1996 and serves as Principal
127 Tarbox Road of The Vermont Partnership, a business consulting firm
Jericho, VT 05465 located in Jericho, Vermont since 1989; formerly,
Director 1989-1996 of New England Mutual.
Edward A. Fox Director of NELICO since 1996 and Chairman of the Board
SLM Holdings of SLM Holdings since 1997; formerly, Director 1994-
1050 Thomas Jefferson 1996 of New England Mutual and Dean 1990-1994 of The
St., N.W. Amos Tuck School of Business Administration at
Washington, D.C. 20007 Dartmouth College.
George J. Goodman Director of NELICO since 1996 and author, television
Adam Smith's Money World journalist, and editor.
50th Floor, Craig Drill
Capital
General Motors Building
767 Fifth Street
New York, NY 10153
Dr. Evelyn E. Handler Director of NELICO since 1996; formerly Director 1987-
74 Tater Street 1996 of New England Mutual and Executive Director and
Mont Vernon, NH 03057 Chief Executive Officer 1994-1997 of the California
Academy of Sciences and Research Fellow and an
Associate 1991-1994 of the Graduate School of
Education at Harvard University and a Senior Fellow at
The Carnegie Foundation for the Advancement of
Teaching.
Philip K. Howard, Esq. Director of NELICO since 1996 and Partner of the law
Howard, Darby & Levin firm of Howard, Darby & Levin in New York City.
1330 Avenue of the
Americas
New York, NY 10019
Bernard A. Leventhal Director of NELICO since 1996; formerly, Vice Chairman
Burlington Industries of the Board of Directors 1995-1998 of Burlington
1345 Avenue of the Industries, Inc.; Director and Executive Vice
Americas President 1993-1995 of Burlington Menswear Division.
17th Floor
New York, NY 10105
Thomas J. May Director of NELICO since 1996 and Chairman, President
Boston Edison Company and Chief Executive Officer of Boston Edison Company
800 Boylston Street since 1994; formerly, Director 1994-1996 of New
Boston, MA 02199 England Mutual; President and Chief Operating Officer
1993-1994 of Boston Edison Co.
Stewart G. Nagler Director of NELICO since 1996 and Vice Chairman and
Metropolitan Life Chief Financial Officer of Metropolitan Life Insurance
Insurance Co. Company since 1998; formerly, Senior Executive Vice
One Madison Avenue President and Chief Financial Officer 1986-1998 of
New York, NY 10010 Metropolitan Life Insurance Company.
</TABLE>

A-40
<PAGE>

<TABLE>
<CAPTION>
NAME AND PRINCIPAL PRINCIPAL BUSINESS EXPERIENCE
BUSINESS ADDRESS DURING THE PAST FIVE YEARS
------------------ -----------------------------
<C> <S>
Catherine A. Rein Director of NELICO since 1998 and Senior Executive Vice
Metropolitan Life President of Metropolitan Life Insurance Company since
Insurance Company 1998; formerly, Executive Vice President 1989-1998 of
One Madison Avenue Metropolitan Life Insurance Company.
New York, NY 10010
Rand N. Stowell Director of NELICO since 1996 and President of United
United Timber Corp. Timber Corp. of Dixfield, Maine; formerly, Director
P.O. Box 650 1990-1996 of New England Mutual.
Pine Street
Dixfield, ME 04224
Alexander B. Trowbridge Director of NELICO since 1996 and President of
Trowbridge Partners Inc. Trowbridge Partners, Inc. in Washington, DC; formerly,
1317 F Street, NW, Director 1983-1996 of New England Mutual.
Suite 500
Washington, D.C. 20004

EXECUTIVE OFFICERS OF NELICO
OTHER THAN DIRECTORS

<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE
NAME DURING THE PAST FIVE YEARS
---- -----------------------------
<C> <S>
James M. Benson See Directors above.
David W. Allen Senior Vice President of NELICO since 1996; formerly,
Senior Vice President 1994-1996 and Vice President
1990-1994 of New England Mutual.
Mary Ann Brown President, New England Products and Services (a
business unit of NELICO) since 1999; formerly,
Director, Worldwide Life Insurance of Swiss
Reinsurance - and President & Chief Executive
Officer of Atlantic International Reinsurance Company
- and Executive Vice President of Swiss Re
Atrium and Swiss Re Services - and Principal of
Tillinghast/Towers Perrin - .
Anthony J. Candito President, NEF Information Services (a business unit of
NELICO) and Chief Information Officer since 1998;
formerly, Senior Vice President 1995-1998 of New
England Life and Vice President 1994-1995 of New
England Mutual.
Thom A. Faria President, Career Agency System (a business unit of
NELICO) since 1996; formerly, Executive Vice President
in 1996, Senior Vice President 1993-1996 of New
England Mutual.
Anne M. Goggin Senior Vice President and Associate General Counsel of
NELICO since 1997; formerly, Vice President and
Counsel of NELICO in 1996, Vice President and Counsel
1994-1996 and Second Vice President and Counsel 1988-
1994 of New England Mutual.
Daniel D. Jordan Second Vice President, Counsel and Secretary since
1996; formerly, Counsel and Assistant Secretary 1990-
1996 of New England Mutual.
Stephan M. Largent Senior Vice President of NELICO since 1998; formerly,
President 1995-1998 of First Variable Life Company,
President 1993-1995 of ING Equities, Inc. and Vice
President 1993-1995 of Security Life of Denver.
Alan C. Leland, Jr. Senior Vice President of NELICO since 1996; formerly,
Vice President 1984-1996 of New England Mutual.
Bruce C. Long President, New England Annuities (a business unit of
NELICO) since 1996; formerly, President 1994-1996 New
England Annuities (a business unit of New England
Mutual) and Senior Vice President in 1994 of New
England Annuities; Vice President 1992-1994 of Keyport
Life Insurance.
</TABLE>

A-41
<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL BUSINESS EXPERIENCE
NAME DURING THE PAST FIVE YEARS
---- -----------------------------
<C> <S>
George J. Maloof Senior Vice President of NELICO since 1996; formerly,
Vice President 1991-1996 of New England Mutual.
Thomas W. McConnell Senior Vice President of NELICO since 1996 and
Director, Chief Executive Officer and President of New
England Securities Corporation since 1993.
Thomas W. Moore Senior Vice President of NELICO since 1996; formerly,
Vice President 1990-1996 of New England Mutual.
Richard A. Robinson Second Vice President and chief accounting officer
since 1998; formerly, Second Vice President 1997-1998
of NELICO; Manager of Life Insurance Accounting 1994-
1997 of Liberty Life Assurance Company.
David Y. Rogers Executive Vice President and Chief Financial Officer of
NELICO since 1999; formerly, Partner, Actuarial
Consulting of Price Waterhouse Coopers LLP 1992-1999.
John G. Small, Jr. President, New England Services (a business unit of
NELICO) since 1997; formerly, Senior Vice President
1996-1997 of NELICO and Senior Vice President 1990-
1996 of New England Mutual.
H. James Wilson Executive Vice President and General Counsel of NELICO
since 1996; formerly, Executive Vice President and
General Counsel 1993-1996 of New England Mutual.
John W. Wright President, New England Financial Employee Benefits
Group (a business unit of NELICO) since 1996;
formerly, President 1993-1996 of New England Employee
Benefits Group (a business unit of New England
Mutual).
Frederick K. Zimmermann Executive Vice President and Chief Investment Officer
of NELICO since 1996; formerly, Executive Vice
President and Chief Investment Officer 1993-1996 of
New England Mutual.
</TABLE>

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

Like all financial services providers, we utilize systems that may be
affected by Year 2000 transition issues and we rely on a number of third
parties, including banks and investment managers, that also may be affected.
We and our affiliates have developed, and are in the process of implementing,
a Year 2000 transition plan. We are also confirming that service providers are
also so engaged. The resources being devoted to this effort are substantial.
It is anticipated that we will spend approximately $4.5-7.5 million on the
conversion. We cannot predict whether the resources being devoted, or the
outcome of these efforts, will have any negative impact. However, as of the
date of this prospectus, we do not anticipate that you will experience
negative effects on your investment, or on Policy services provided, as a
result of Year 2000 transition implementation. We currently anticipate that
our systems will be Year 2000 compliant on or about December 31, 1998, with
systems testing and compliance verification to follow. Service providers may
not have anticipated every step necessary to avoid any adverse effect on the
Variable Account attributable to Year 2000 transition.

VOTING RIGHTS

We own Eligible Fund shares held in the Variable Account and vote those
shares at meetings of the Eligible Fund shareholders. Under Federal securities
law, you currently have the right to instruct us how to vote shares that are
attributable to your Policy.

Policy Owners who are entitled to give voting instructions and the number of
shares attributable to their Policies are determined as of the meeting record
date. If we do not receive timely instructions, we will vote shares 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 we receive voting instructions. No voting privileges apply
to the Fixed Account or to cash value removed from the Variable Account due to
a Policy loan.

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<PAGE>

We will vote Eligible Fund shares held by our general account (or any
unregistered separate account for which voting privileges were not extended)
in the same proportion as the total of (i) shares for which voting
instructions were received and (ii) shares that are voted in proportion to
such voting instructions.

The Eligible Funds' Boards of Trustees 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 and, if applicable,
unaffiliated insurance companies. Conflicts could result from changes in state
insurance law or Federal income tax law, changes in investment management of
an Eligible Fund, or differences in voting instructions given by variable life
and variable annuity contract owners. If there is a material conflict, the
Board of Trustees will determine what action should be taken, including the
removal of the affected Sub-Accounts from the Eligible Fund(s), if necessary.
If we believe any Eligible Fund action is insufficient, we will consider
taking other action to protect Policy Owners. There could, however, be
unavoidable delays or interruptions of operations of the Variable Account that
we may be unable to remedy.

We may disregard voting instructions for changes in the investment policy,
investment adviser or principal underwriter of an Eligible Fund portfolio if
required by state insurance law, or if we (i) reasonably disapprove of the
changes and (ii) in the case of a change in investment policy or investment
adviser, make a good faith determination that the proposed change is
prohibited by state authorities or inconsistent with a Sub-Account's
investment objectives. If we do disregard voting instructions, the next annual
report to Policy Owners will include a summary of that action and the reasons
for it.

RIGHTS RESERVED BY NELICO

We and our affiliates may change the voting procedures described above, and
vote Eligible Fund shares without Policy Owner instructions, if the securities
laws change. We also reserve the right: (1) to add sub-accounts; (2) to
combine sub-accounts; (3) to invest sub-account assets in a substitute for
Eligible Fund shares, to close a sub-account, or to transfer assets to our
general account as permitted by applicable law; (4) to operate the Variable
Account as a management investment company under the Investment Company Act of
1940 or in any other form; and (5) to deregister the Variable Account under
the Investment Company Act of 1940. We will exercise these rights in
accordance with applicable law, including approval of Policy Owners if
required. We 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 1-800-333-2501.

For Sub-Account transfers, premium reallocations, or Statements of
Additional Information for the Eligible Funds, call 1-800-200-2214.

You may also call our Client TeleService Center at 1-800-388-4000 to request
current information about your Policy values, to change or update Policy
information such as your address, billing mode, beneficiary or ownership, or
to request Policy loans of less than $25,000. Requests must be in writing if
the Policy is owned by a corporation or a pension trust.

For all other Policy changes, please contact your registered representative.

REPORTS

We will send you an annual statement showing your Policy's death benefit,
cash value and any outstanding Policy loan principal. We will also confirm
Policy loans, subaccount 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-43
<PAGE>

ADVERTISING PRACTICES

Professional organizations may endorse the Policies. We may use such
endorsements in Policy sales material. We may pay the professional
organization for the use of its customer or mailing lists to distribute Policy
promotional materials. An endorsement by a third party does not predict the
future performance of the Policies.

Articles discussing the Variable Account's investment performance, rankings
and other characteristics may appear in 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. We may use references to, or reprints of such
articles or rankings as sales material and may include rankings that indicate
the names of other variable contract separate accounts and their investment
experience.

Publications may use articles and releases, developed by NELICO, the
Eligible Funds and other parties, about the Variable Account or the Eligible
Funds. We may use references to or reprints of such articles in sales material
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, and include excerpts from media articles.

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

Policy sales material may refer to historical, current and prospective
economic trends. In addition, sales material may discuss 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 LLP, of Washington, D.C., has provided advice on certain
matters relating to 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 Variable Life Separate Account of
New England Life Insurance Company ("NELICO") and the consolidated financial
statements of NELICO and subsidiaries included in this Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports appearing herein (whose reports express unqualified opinions and, with
respect to NELICO, includes an explanatory paragraph referring to the change
in the basis of accounting and the change in corporate organization), and have
been so included in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

Actuarial matters included in this prospectus have been examined by Rodney
J. Chandler, F.S.A., M.A.A.A., Second Vice President and Actuary of NELICO, as
stated in his opinion filed as an exhibit to the Registration Statement.

A-44
<PAGE>

APPENDIX A

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

[TO BE REVISED AS NECESSARY]

The tables in Appendix A illustrate the way the Policies work. 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 $250,000 and $500,000 for a male aged 40. The
insured is assumed to be in the nonsmoker preferred risk classification. The
Tables assume no rider benefits and assume that no allocations are made to the
Fixed Account. Values are first given based on current mortality and other
Policy charges and then based on guaranteed mortality and other Policy
charges. The illustrations for the $500,000 face amount reflect the lower
sales charge and, in the illustrations based on current charges, the cost of
insurance and first-year administrative charges that would apply, for Policies
issued on or after May 1, 1997, to a Policy if issued in the personal market
or if issued in business situations or to tax-qualified pension plans which
qualify for those lower charges. (Policies issued prior to May 1, 1997 imposed
different current cost of insurance rates.) (See "Charges and Expenses".)
Illustrations show Option 1 and Option 2 death benefits.

The illustrated death benefits, net cash values and cash values for a Policy
would be different, either higher or lower, from the amounts shown if the
actual gross rates of return averaged 0%, 6% or 12%, but varied above and
below that average during 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 a Policy loan or partial surrender 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. Additional
premium payments may be necessary to maintain the Policy in force for the
periods shown even if the average rates of return are 0%, 6% or 12%.

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
and a charge for the cost of insurance) from the cash value on the first day
of each Policy month. The net cash values reflect a Surrender Charge 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 .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 reflect an average of the investment advisory fees and
operating expenses of the Eligible Funds, at an annual rate of % 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, that TNE Advisers could terminate at any time.

Taking account of the mortality and expense risk charge 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 %, % and %, respectively, based
on the current charge for mortality and expense risks, and %, % and %,
respectively, based on the guaranteed maximum charge for mortality and expense
risks. (See "Net Investment Experience".)

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.

If you request, we will furnish a personalized illustration reflecting the
proposed insured's age, sex, underwriting classification, and the face amount
or premium payment schedule requested. Where applicable, we will also furnish
on request an illustration for a Policy which is not affected by the sex of
the insured.

A-45
<PAGE>

MALE ISSUE AGE 40
$3,800 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$250,000 FACE AMOUNT
OPTION 1 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
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
END 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 $ 3,990 $ 250,000 $250,000 $250,000 $ 1,733 $ 1,922 $ 2,112 $ 2,831 $ 3,021 $ 3,210
2 8,180 250,000 250,000 250,000 4,599 5,158 5,740 5,729 6,288 6,870
3 12,578 250,000 250,000 250,000 6,693 7,809 9,016 8,556 9,671 10,879
4 17,197 250,000 250,000 250,000 9,491 11,355 13,454 11,291 13,155 15,254
5 22,047 250,000 250,000 250,000 12,237 15,046 18,336 13,975 16,784 20,074
6 27,140 250,000 250,000 250,000 15,156 19,113 23,934 16,604 20,561 25,382
7 32,487 250,000 250,000 250,000 18,002 23,315 30,054 19,161 24,474 31,212
8 38,101 250,000 250,000 250,000 20,815 27,699 36,790 21,684 28,568 37,658
9 43,996 250,000 250,000 250,000 23,549 32,227 44,163 24,128 32,806 44,742
10 50,186 250,000 250,000 250,000 26,250 36,952 52,287 26,540 37,242 52,577
15 86,098 250,000 250,000 250,000 38,216 62,810 106,217 38,216 62,810 106,217
20 131,933 250,000 250,000 252,697 48,032 93,899 194,382 48,032 93,899 194,382
25 190,431 250,000 250,000 406,534 55,098 131,666 338,778 55,098 131,666 338,778
30 265,091 250,000 250,000 657,890 57,811 177,830 572,078 57,811 177,830 572,078
35 360,378 250,000 250,000 997,432 53,684 236,667 949,935 53,684 236,667 949,935
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON NET CASH VALUE ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END 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 -54.40% -49.41% -44.41% 6,478.95% 6,478.95% 6,478.95%
2 -29.16 -23.22 -17.32 662.65 662.65 662.65
3 -24.36 -17.76 -11.28 265.39 265.39 265.39
4 -17.97 -11.33 -4.82 152.66 152.66 152.66
5 -14.32 -7.68 -1.18 102.87 102.87 102.87
6 -11.57 -5.02 1.39 75.61 75.61 75.61
7 -9.78 -3.30 3.05 58.68 58.68 58.68
8 -8.49 -2.07 4.23 47.26 47.26 47.26
9 -7.57 -1.19 5.07 39.10 39.10 39.10
10 -6.86 -.51 5.73 33.01 33.01 33.01
15 -5.19 1.20 7.45 17.02 17.02 17.02
20 -4.61 1.97 8.29 10.35 10.35 10.44
25 -4.51 2.43 8.78 6.81 6.81 9.93
30 -4.84 2.73 9.07 4.68 4.68 9.78
35 -5.86 3.00 9.26 3.27 3.27 9.47
</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.

A-46
<PAGE>

MALE ISSUE AGE 40
$3,800 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$250,000 FACE AMOUNT
OPTION 1 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
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
END 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 $ 3,990 $250,000 $250,000 $250,000 $ 1,571 $ 1,753 $ 1,936 $ 2,669 $ 2,851 $ 3,034
2 8,180 250,000 250,000 250,000 4,123 4,652 5,205 5,254 5,783 6,335
3 12,578 250,000 250,000 250,000 5,896 6,939 8,072 7,758 8,802 9,935
4 17,197 250,000 250,000 250,000 8,378 10,106 12,058 10,179 11,906 13,858
5 22,047 250,000 250,000 250,000 10,779 13,364 16,404 12,516 15,101 18,141
6 27,140 250,000 250,000 250,000 13,316 16,935 21,366 14,764 18,383 22,814
7 32,487 250,000 250,000 250,000 15,762 20,595 26,756 16,920 21,753 27,915
8 38,101 250,000 250,000 250,000 18,113 24,343 32,619 18,982 25,212 33,487
9 43,996 250,000 250,000 250,000 20,368 28,182 39,002 20,948 28,762 39,581
10 50,186 250,000 250,000 250,000 22,520 32,110 45,956 22,810 32,399 46,245
15 86,098 250,000 250,000 250,000 30,293 51,798 90,394 30,293 51,798 90,394
20 131,933 250,000 250,000 250,000 33,538 72,604 161,226 33,538 72,604 161,226
25 190,431 250,000 250,000 333,231 30,168 93,800 277,693 30,168 93,800 277,693
30 265,091 250,000 250,000 531,420 14,860 113,234 462,104 14,860 113,234 462,104
35 360,378 250,000 250,000 792,495 0 127,210 754,757 0 127,210 754,757
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON NET CASH VALUE ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END 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 -58.66% -53.86% -49.04% 6,478.95% 6,478.95% 6,478.95%
2 -34.45 -28.58 -22.73 662.65 662.65 662.65
3 -29.52 -22.85 -16.29 265.39 265.39 265.39
4 -22.45 -15.68 -9.05 152.66 152.66 152.66
5 -18.33 -11.51 -4.86 102.87 102.87 102.87
6 -15.20 -8.44 -1.85 75.61 75.61 75.61
7 -13.12 -6.40 .15 58.68 58.68 58.68
8 -11.66 -4.96 1.56 47.26 47.26 47.26
9 -10.59 -3.90 2.62 39.10 39.10 39.10
10 -9.79 -3.09 3.43 33.01 33.01 33.01
15 -8.42 -1.21 5.57 17.02 17.02 17.02
20 -8.66 -.44 6.72 10.35 10.35 10.35
25 -10.58 -.10 7.50 6.81 6.81 8.67
30 -20.35 -.04 7.97 4.68 4.68 8.69
35 -- -.25 8.28 3.27 3.27 8.49
</TABLE>

A-47
<PAGE>

MALE ISSUE AGE 40
$3,800 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$250,000 FACE AMOUNT
OPTION 2 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
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
END 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 $ 3,990 $252,825 $253,014 $ 253,204 $ 1,727 $ 1,916 $ 2,106 $ 2,825 $ 3,014 $ 3,204
2 8,180 255,712 256,269 256,849 4,582 5,139 5,719 5,712 6,269 6,849
3 12,578 258,522 259,632 260,834 6,659 7,770 8,972 8,522 9,632 10,834
4 17,197 261,232 263,084 265,170 9,432 11,284 13,370 11,232 13,084 15,170
5 22,047 263,884 266,671 269,934 12,146 14,933 18,197 13,884 16,671 19,934
6 27,140 266,474 270,393 275,167 15,026 18,945 23,719 16,474 20,393 25,167
7 32,487 268,983 274,235 280,895 17,824 23,077 29,736 18,983 24,235 30,895
8 38,101 271,452 278,245 287,211 20,583 27,376 36,342 21,452 28,245 37,211
9 43,996 273,832 282,377 294,124 23,253 31,798 43,545 23,832 32,377 44,124
10 50,186 276,174 286,690 301,748 25,884 36,400 51,458 26,174 36,690 51,748
15 86,098 287,426 311,349 353,509 37,426 61,349 103,509 37,426 61,349 103,509
20 131,933 296,442 340,357 436,310 46,442 90,357 186,310 46,442 90,357 186,310
25 190,431 301,888 373,048 567,880 51,888 123,048 317,880 51,888 123,048 317,880
30 265,091 301,711 407,611 776,027 51,711 157,611 526,027 51,711 157,611 526,027
35 360,378 292,932 440,621 1,104,943 42,932 190,621 854,943 42,932 190,621 854,943
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON NET CASH VALUE ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END 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 -54.55% -49.57% -44.58% 6,553.31% 6,558.28% 6,563.25%
2 -29.34 -23.41 -17.52 671.84 672.73 673.66
3 -24.57 -17.98 -11.51 269.98 270.57 271.20
4 -18.20 -11.57 -5.07 155.90 156.42 157.01
5 -14.56 -7.92 -1.44 105.50 106.02 106.62
6 -11.81 -5.27 1.13 77.91 78.44 79.07
7 -10.03 -3.55 2.79 60.76 61.32 62.01
8 -8.75 -2.33 3.96 49.20 49.79 50.54
9 -7.83 -1.46 4.80 40.93 41.55 42.37
10 -7.12 -.78 5.45 34.75 35.41 36.32
15 -5.47 .91 7.15 18.55 19.42 20.80
20 -4.97 1.62 7.93 11.73 12.83 14.80
25 -5.05 1.94 8.37 8.04 9.39 12.00
30 -5.76 2.01 8.64 5.71 7.31 10.61
35 -7.67 1.92 8.81 4.03 5.92 9.90
</TABLE>

A-48
<PAGE>

MALE ISSUE AGE 40
$3,800 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$250,000 FACE AMOUNT
OPTION 2 DEATH BENEFIT

THIS ILLUSTRATION IS BASED ON GUARANTEED POLICY CHARGES.

<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 $ 3,990 $252,664 $252,846 $253,028 $ 1,566 $ 1,748 $ 1,930 $ 2,664 $ 2,846 $ 3,028 -58.80% -54.01% -49.21%
2 8,180 255,234 255,761 256,312 4,104 4,631 5,181 5,234 5,761 6,312 -34.68 -28.81 -22.97
3 12,578 257,718 258,755 259,881 5,855 6,892 8,019 7,718 8,755 9,881 -29.80 -23.13 -16.59
4 17,197 260,108 261,822 263,758 8,308 10,022 11,958 10,108 11,822 13,758 -22.75 -15.98 -9.37
5 22,047 262,407 264,966 267,974 10,669 13,228 16,237 12,407 14,966 17,974 -18.65 -11.84 -5.19
6 27,140 264,606 268,179 272,552 13,158 16,731 21,104 14,606 18,179 22,552 -15.54 -8.78 -2.20
7 32,487 266,702 271,460 277,525 15,544 20,302 26,366 16,702 21,460 27,525 -13.47 -6.76 -.22
8 38,101 268,692 274,807 282,925 17,823 23,938 32,057 18,692 24,807 32,925 -12.03 -5.34 1.18
9 43,996 270,572 278,216 288,794 19,993 27,637 38,214 20,572 28,216 38,794 -10.98 -4.29 2.21
10 50,186 272,334 281,681 295,166 22,044 31,391 44,876 22,334 31,681 45,166 -10.20 -3.51 3.00
15 86,098 279,029 299,470 336,083 29,029 49,470 86,083 29,029 49,470 86,083 -9.03 -1.79 5.00
20 131,933 280,793 316,333 396,689 30,793 66,333 146,689 30,793 66,333 146,689 -9.69 -1.31 5.91
25 190,431 275,048 328,662 485,376 25,048 78,662 235,376 25,048 78,662 235,376 -12.80 -1.49 6.42
30 265,091 256,970 329,172 612,498 6,970 79,172 362,498 6,970 79,172 362,498 -35.28 -2.47 6.69
35 360,378 305,193 790,790 55,193 540,790 55,193 540,790 -5.65 6.83
<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 6,549.06% 6,553.84% 6,558.62%
2 671.08 671.92 672.80
3 269.55 270.10 270.70
4 155.58 156.06 156.61
5 105.23 105.70 106.26
6 77.65 78.14 78.73
7 60.52 61.03 61.66
8 48.96 49.49 50.18
9 40.69 41.25 42.00
10 34.51 35.10 35.93
15 18.22 18.99 20.25
20 11.29 12.25 14.05
25 7.44 8.58 11.04
30 4.83 6.18 9.41
35 4.22 8.48
</TABLE>

A-49
<PAGE>

MALE ISSUE AGE 40
$7,600 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$500,000 FACE AMOUNT
OPTION 1 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
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
END 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 $ 7,980 $500,000 $500,000 $ 500,000 $ 3,850 $ 4,242 $ 4,635 $ 6,046 $ 6,438 $ 6,831
2 16,359 500,000 500,000 500,000 9,918 11,084 12,297 12,178 13,344 14,558
3 25,157 500,000 500,000 500,000 14,459 16,795 19,322 18,184 20,520 23,048
4 34,395 500,000 500,000 500,000 20,423 24,336 28,738 24,023 27,936 32,338
5 44,095 500,000 500,000 500,000 26,285 32,193 39,104 29,760 35,668 42,579
6 54,279 500,000 500,000 500,000 32,498 40,830 50,972 35,394 43,726 53,868
7 64,973 500,000 500,000 500,000 38,581 49,783 63,971 40,898 52,100 66,288
8 76,202 500,000 500,000 500,000 44,587 59,116 78,273 46,324 60,854 80,011
9 87,992 500,000 500,000 500,000 50,455 68,786 93,955 51,613 69,944 95,113
10 100,372 500,000 500,000 500,000 56,254 78,876 111,228 56,833 79,455 111,807
15 172,197 500,000 500,000 500,000 81,216 133,333 225,100 81,216 133,333 225,100
20 263,866 500,000 500,000 533,668 101,199 198,246 410,514 101,199 198,246 410,514
25 380,862 500,000 500,000 855,918 115,634 277,234 713,265 115,634 277,234 713,265
30 530,182 500,000 500,000 1,382,912 121,636 374,413 1,202,532 121,636 374,413 1,202,532
35 720,756 500,000 523,649 2,094,848 114,438 498,713 1,995,093 114,438 498,713 1,995,093
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON NET CASH VALUE ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END 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 -49.34% -44.18% -39.01% 6,478.95% 6,478.95% 6,478.95%
2 -25.30 -19.29 -13.32 662.65 662.65 662.65
3 -21.11 -14.52 -8.05 265.39 265.39 265.39
4 -15.29 -8.70 -2.24 152.66 152.66 152.66
5 -12.04 -5.48 .96 102.87 102.87 102.87
6 -9.61 -3.15 3.19 75.61 75.61 75.61
7 -8.04 -1.66 4.61 58.68 58.68 58.68
8 -6.94 -.62 5.59 47.26 47.26 47.26
9 -6.16 .11 6.29 39.10 39.10 39.10
10 -5.55 .67 6.82 33.01 33.01 33.01
15 -4.37 1.93 8.11 17.02 17.02 17.02
20 -4.06 2.47 8.74 10.35 10.35 10.88
25 -4.08 2.79 9.10 6.81 6.81 10.25
30 -4.44 3.03 9.32 4.68 4.68 10.03
35 -5.38 3.26 9.47 3.27 3.49 9.67
</TABLE>

A-50
<PAGE>

MALE ISSUE AGE 40
$7,600 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$500,000 FACE AMOUNT
OPTION 1 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
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
END 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 $ 7,980 $500,000 $500,000 $ 500,000 $ 3,530 $ 3,909 $ 4,289 $ 5,726 $ 6,105 $ 6,486
2 16,359 500,000 500,000 500,000 8,787 9,891 11,043 11,048 12,151 13,303
3 25,157 500,000 500,000 500,000 12,483 14,656 17,016 16,208 18,381 20,741
4 34,395 500,000 500,000 500,000 17,597 21,191 25,252 21,198 24,791 28,852
5 44,095 500,000 500,000 500,000 22,545 27,917 34,235 26,020 31,392 37,710
6 54,279 500,000 500,000 500,000 27,766 35,280 44,482 30,662 38,176 47,378
7 64,973 500,000 500,000 500,000 32,801 42,830 55,620 35,118 45,147 57,937
8 76,202 500,000 500,000 500,000 37,646 50,569 67,741 39,383 52,306 69,479
9 87,992 500,000 500,000 500,000 42,297 58,501 80,946 43,455 59,659 82,104
10 100,372 500,000 500,000 500,000 46,740 66,622 95,341 47,320 67,202 95,920
15 172,197 500,000 500,000 500,000 62,974 107,560 187,595 62,974 107,560 187,595
20 263,866 500,000 500,000 500,000 70,169 151,253 335,124 70,169 151,253 335,124
25 380,862 500,000 500,000 692,531 64,216 196,598 577,110 64,216 196,598 577,110
30 530,182 500,000 500,000 1,103,642 34,620 240,087 959,689 34,620 240,087 959,689
35 720,756 500,000 500,000 1,645,165 276,377 1,566,824 276,377 1,566,824
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON NET CASH VALUE ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END 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 -53.55% -48.57% -43.56% 6,478.95% 6,478.95% 6,478.95%
2 -31.42 -25.44 -19.50 662.65 662.65 662.65
3 -27.23 -20.52 -13.93 265.39 265.39 265.39
4 -20.71 -13.92 -7.29 152.66 152.66 152.66
5 -16.92 -10.11 -3.46 102.87 102.87 102.87
6 -14.03 -7.29 -.71 75.61 75.61 75.61
7 -12.12 -5.42 1.11 58.68 58.68 58.68
8 -10.78 -4.11 2.40 47.26 47.26 47.26
9 -9.80 -3.14 3.35 39.10 39.10 39.10
10 -9.07 -2.41 4.08 33.01 33.01 33.01
15 -7.87 -.73 6.01 17.02 17.02 17.02
20 -8.12 -.05 7.04 10.35 10.35 10.35
25 -9.87 .26 7.75 6.81 6.81 8.92
30 -17.96 .33 8.16 4.68 4.68 8.88
35 -- .21 8.44 3.27 3.27 8.65
</TABLE>

A-51
<PAGE>

MALE ISSUE AGE 40
$7,600 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$500,000 FACE AMOUNT
OPTION 2 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
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
END 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 $ 7,980 $506,037 $506,429 $ 506,822 $ 3,841 $ 4,233 $ 4,626 $ 6,037 $ 6,429 $ 6,822
2 16,359 512,153 513,316 514,527 9,892 11,056 12,266 12,153 13,316 14,527
3 25,157 518,132 520,461 522,980 14,407 16,736 19,255 18,132 20,461 22,980
4 34,395 523,933 527,829 532,211 20,332 24,228 28,610 23,933 27,829 32,211
5 44,095 529,621 535,496 542,367 26,146 32,021 38,892 29,621 35,496 42,367
6 54,279 535,195 543,471 553,541 32,299 40,575 50,645 35,195 43,471 53,541
7 64,973 540,626 551,736 565,805 38,309 49,419 63,488 40,626 51,736 65,805
8 76,202 545,970 560,360 579,329 44,233 58,623 77,591 45,970 60,360 79,329
9 87,992 551,160 569,289 594,169 50,002 68,130 93,011 51,160 69,289 94,169
10 100,372 556,272 578,611 610,542 55,693 78,032 109,963 56,272 78,611 110,542
15 172,197 579,857 630,855 720,549 79,857 130,855 220,549 79,857 130,855 220,549
20 263,866 598,169 691,585 895,604 98,169 191,585 395,604 98,169 191,585 395,604
25 380,862 609,257 760,254 1,174,092 109,257 260,254 674,092 109,257 260,254 674,092
30 530,182 609,305 833,716 1,615,761 109,305 333,716 1,115,761 109,305 333,716 1,115,761
35 720,756 592,457 905,504 2,315,513 92,457 405,504 1,815,513 92,457 405,504 1,815,513
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON NET CASH VALUE ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END 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 -49.46% -44.30% -39.14% 6,558.39% 6,563.54% 6,568.70%
2 -25.44 -19.44 -13.47 672.43 673.36 674.32
3 -21.26 -14.68 -8.22 270.27 270.88 271.55
4 -15.46 -8.87 -2.41 156.11 156.66 157.27
5 -12.21 -5.65 .77 105.67 106.22 106.84
6 -9.78 -3.33 3.01 78.06 78.62 79.28
7 -8.22 -1.84 4.42 60.91 61.49 62.21
8 -7.12 -.81 5.40 49.33 49.95 50.74
9 -6.34 -.08 6.09 41.06 41.71 42.58
10 -5.74 .48 6.62 34.88 35.57 36.52
15 -4.60 1.70 7.88 18.64 19.56 21.00
20 -4.38 2.16 8.43 11.80 12.96 15.00
25 -4.58 2.34 8.75 8.10 9.51 12.21
30 -5.30 2.35 8.94 5.76 7.43 10.81
35 -7.05 2.23 9.07 4.08 6.04 10.09
</TABLE>

A-52
<PAGE>

MALE ISSUE AGE 40
$7,600 ANNUAL PREMIUM FOR NONSMOKER
PREFERRED UNDERWRITING RISK
$500,000 FACE AMOUNT
OPTION 2 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
ACCUMULATED GROSS ANNUAL GROSS ANNUAL GROSS ANNUAL
END 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 $ 7,980 $505,718 $506,096 $ 506,476 $ 3,522 $ 3,900 $ 4,280 $ 5,718 $ 6,096 $ 6,476
2 16,359 511,010 512,110 513,258 8,750 9,850 10,997 11,010 12,110 13,258
3 25,157 516,126 518,287 520,634 12,401 14,562 16,909 16,126 18,287 20,634
4 34,395 521,054 524,620 528,649 17,454 21,020 25,049 21,054 24,620 28,649
5 44,095 525,796 531,114 537,368 22,321 27,639 33,892 25,796 31,114 37,368
6 54,279 530,336 537,757 546,841 27,440 34,861 43,945 30,336 37,757 46,841
7 64,973 534,668 544,543 557,134 32,351 42,227 54,817 34,668 44,543 57,134
8 76,202 538,784 551,470 568,320 37,046 49,733 66,582 38,784 51,470 68,320
9 87,992 542,679 558,533 580,479 41,520 57,375 79,320 42,679 58,533 80,479
10 100,372 546,336 565,717 593,689 45,756 65,138 93,110 46,336 65,717 93,689
15 172,197 560,357 602,740 678,669 60,357 102,740 178,669 60,357 102,740 178,669
20 263,866 564,466 638,244 804,985 64,466 138,244 304,985 64,466 138,244 304,985
25 380,862 553,512 665,094 990,642 53,512 165,094 490,642 53,512 165,094 490,642
30 530,182 517,849 668,814 1,258,330 17,849 168,814 758,330 17,849 168,614 758,330
35 720,756 624,187 1,636,753 124,187 1,136,753 124,187 1,136,753
<CAPTION>
INTERNAL RATE OF RETURN INTERNAL RATE OF RETURN
ON NET CASH VALUE ON DEATH BENEFIT
ASSUMING HYPOTHETICAL GROSS ASSUMING HYPOTHETICAL GROSS
END 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 -53.66% -48.68% -43.69% 6,554.18% 6,559.16% 6,564.16%
2 -31.62 -25.66 -19.73 671.51 672.39 673.31
3 -27.50 -20.80 -14.22 269.73 270.31 270.93
4 -21.00 -14.23 -7.60 155.70 156.20 156.77
5 -17.24 -10.43 -3.79 105.32 105.81 106.39
6 -14.36 -7.63 -1.06 77.73 78.23 78.84
7 -12.47 -5.78 .75 60.59 61.11 61.77
8 -11.15 -4.48 2.02 49.02 49.57 50.28
9 -10.19 -3.54 2.95 40.74 41.33 42.10
10 -9.48 -2.83 3.66 34.56 35.18 36.03
15 -8.47 -1.31 5.43 18.27 19.06 20.35
20 -9.14 -.91 6.25 11.33 12.32 14.16
25 -11.99 -1.10 6.69 7.48 8.66 11.16
30 -29.86 -2.02 6.93 4.87 6.26 9.55
35 -4.78 7.05 4.33 8.63
</TABLE>

A-53
<PAGE>

APPENDIX B

INVESTMENT EXPERIENCE INFORMATION

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 predict future performance.

The Policies became available August, 1995. 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 Goldman Sachs Midcap
Value Series of the Zenith Fund commenced operations on April 30, 1993. The
Loomis Sayles Small Cap Series of the Zenith Fund commenced operations on May
2, 1994. The remaining Zenith Fund Series shown in this Appendix commenced
operations on October 31, 1994. The Equity-Income Portfolio and Overseas
Portfolio of the VIP Fund commenced operations on October 9, 1986 and January
28, 1987, respectively. The High Income Portfolio of the VIP Fund and the
Asset Manager Portfolio of the VIP Fund II commenced operations on September
19, 1985 and September 6, 1989, respectively.

We base the illustrations on the actual investment experience of the
relevant Eligible Funds for the periods shown (net of 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 the currently
applicable annual rate of .75%. The illustrations assume that 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.

Many factors other than investment experience affect Policy values and
benefits. 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 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, we calculate
the rate 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.

A-54
<PAGE>

SUB-ACCOUNT INVESTING IN ZENITH FUND

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
-----------------------------------------------------------------------------------------------------------
SUB-ACCOUNT FOR ONE YEAR ENDING
- ----------- 8/26/83- --------------------------------------------------------------------------------------------------
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 12/31/94
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Capital Growth*. 8.58% -1.11% 66.84% 93.75% 51.56% -9.47% 31.88% -5.73% 52.83% -6.75% 14.11% -7.76%
Bond Income..... 2.77% 11.93 17.87 13.98 1.50 7.56 11.46 7.28 17.08 7.37 11.77 -4.08
Money Market.... 3.03% 9.80 7.45 6.01 5.73 6.71 8.44 7.38 5.42 3.02 2.20 3.20
<CAPTION>
8/26/83- 8/26/83-
SUB-ACCOUNT 12/31/98 12/31/98
- ----------- TOTAL EFFECTIVE
12/31/95 12/31/96 12/31/97 12/31/98 RETURN ANNUAL
-------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Capital Growth*. 37.00% 20.16% 22.56% % % %
Bond Income..... 20.29 3.82 10.06
Money Market.... 4.91 4.34 4.55
</TABLE>

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
-----------------------------------------------------------------------------------------------------------
SUB-ACCOUNT FOR ONE YEAR ENDING
- ----------- 5/1/87- --------------------------------------------------------------------------------------------------
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 12/31/96 12/31/97 12/31/98
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Stock Index..... -13.06% 15.47% 29.18% -4.86% 29.46% 6.49% 8.90% .36% 35.90% 21.55% 31.51% %
Managed......... -1.15% 8.67 18.20 2.44 19.28 5.90 9.82 -1.85 30.28 14.16 25.62
<CAPTION>
5/1/87- 5/1/87-
SUB-ACCOUNT 12/31/98 12/31/98
- ----------- TOTAL EFFECTIVE
RETURN ANNUAL
-------- ---------
<S> <C> <C>
Stock Index..... % %
Managed.........
</TABLE>

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
----------------------------------------------------- 4/30/93- 4/30/93-
SUB-ACCOUNT FOR ONE YEAR ENDING 12/31/98 12/31/98
- ----------- 4/30/93 -------------------------------------------- TOTAL EFFECTIVE
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 RETURN ANNUAL
-------- -------- -------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Growth and Income....... 13.67% -1.94% 35.45% 17.21% 32.47% % % %
Midcap Value**.......... 14.16 -1.01 29.38 16.72 16.45
</TABLE>

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
-------------------------------------------- 5/2/94 5/2/94
SUB-ACCOUNT FOR ONE YEAR ENDING 12/31/98 12/31/98
- ----------- 5/2/94- ----------------------------------- TOTAL EFFECTIVE
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 RETURN ANNUAL
-------- -------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Small Cap...... -3.71% 27.88% 29.70% 23.92% % % %
</TABLE>

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
-------------------------------------------- 10/31/94- 10/31/94-
SUB-ACCOUNT FOR ONE YEAR ENDING 12/31/98 12/31/98
- ----------- 10/31/94 ----------------------------------- TOTAL EFFECTIVE
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 RETURN ANNUAL
-------- -------- -------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Equity Growth........... -4.32% 47.59% 12.32% 24.69% % % %
Balanced................ -.22 23.86 16.03 15.31
Venture Value........... -3.62 38.25 24.89 32.50
International Magnum
Equity***.............. 2.48 5.44 5.87 -2.04
</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.

** The Goldman Sachs Midcap Value Series' Sub-adviser was Loomis Sayles until
May 1, 1998, when Goldman Sachs Asset Management became the sub-adviser.
Rates of return reflect the Series' former investment advisory fee of .70%
of average daily net assets for the period through April 30, 1998, and .75%
thereafter.

*** The Morgan Stanley International Magnum Equity Series' sub-adviser was
Draycott Partners until May 1, 1997, when Morgan Stanley Dean Witter
Investment Management became sub-adviser.

SUB-ACCOUNTS INVESTING IN VARIABLE INSURANCE PRODUCTS FUND

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
-----------------------------------------------------------------------------------------------------------
SUB-ACCOUNT FOR ONE YEAR ENDING
- ----------- 10/9/86- --------------------------------------------------------------------------------------------------
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 12/31/96 12/31/97
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Equity-Income... .03% -1.87% 21.79% 16.47% -15.93% 30.46% 16.01% 17.41% 6.27% 34.09% 13.42% 27.15%
<CAPTION>
10/9/86- 10/9/86-
SUB-ACCOUNT 12/31/98 12/31/98
- ----------- TOTAL EFFECTIVE
12/31/98 RETURN ANNUAL
-------- -------- ---------
<S> <C> <C> <C>
Equity-Income... % % %
</TABLE>

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
-----------------------------------------------------------------------------------------------------------
FOR ONE YEAR ENDING
1/28/87- --------------------------------------------------------------------------------------------------
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 12/31/96 12/31/97 12/31/98
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Overseas........ -6.03% 7.32% 25.34% -2.40% 7.19% -11.39% 36.33% .97% 8.86% 12.36% 10.72% %
<CAPTION>
1/28/88- 1/28/87-
12/31/98 12/31/98
TOTAL EFFECTIVE
RETURN ANNUAL
-------- ---------
<S> <C> <C>
Overseas........ % %
</TABLE>

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
-----------------------------------------------------------------------------------------------------------
SUB-ACCOUNT FOR ONE YEAR ENDING
- ----------- 9/19/85- --------------------------------------------------------------------------------------------------
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 12/31/96
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High Income..... 6.15% 16.80% 0.46% 10.81% -4.89% -2.97% 34.07% 22.24% 19.50% -2.28% 19.71% 13.17%
<CAPTION>
9/19/85- 9/19/85-
SUB-ACCOUNT 12/31/98 12/31/98
- ----------- TOTAL EFFECTIVE
12/31/97 12/31/98 RETURN ANNUAL
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
High Income..... 16.79% % % %
</TABLE>

SUB-ACCOUNT INVESTING IN VARIABLE INSURANCE PRODUCTS FUND II

<TABLE>
<CAPTION>
ANNUAL NET RATE OF RETURN
----------------------------------------------------------------------------------------- 9/6/89- 9/6/89-
SUB-ACCOUNT FOR ONE YEAR ENDING 12/31/98 12/31/98
- ----------- 9/6/89- -------------------------------------------------------------------------------- TOTAL EFFECTIVE
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 RETURN ANNUAL
-------- -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Asset Manager... .57% 5.92% 21.64% 10.88% 20.33% -6.79% 16.08% 13.74% 19.75% % % %
</TABLE>

A-55
<PAGE>

POLICY PERFORMANCE

The material below assumes a Policy was issued with a $250,000 and $500,000
face amount, respectively, with annual premiums paid on August 26 of each year
(May 1 in the case of the Zenith Stock Index, Zenith Managed and Zenith Small
Cap Sub-Accounts; October 31 in the case of the Zenith Balanced, Zenith
International Magnum 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 Midcap Value 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 age 40 in the nonsmoker preferred risk
category. Values and benefits are shown first for Policies with the Option 1
death benefit and then for the Policies with the Option 2 death benefit. 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. The illustrations of Policy investment
experience reflect all Policy charges based on NELICO's current rates. The
illustrations for the $500,000 face amount reflect the lower sales charge,
cost of insurance and first-year administrative charges that would apply to
the Policy if issued in the personal market or if issued in business
situations or to tax-qualified pension plans which qualify for those lower
charges. (See "Charges and Expenses".) (See Appendix A for the definition of
the internal rate of return.)

MALE NONSMOKER PREFERRED RISK, AGE 40
$250,000 FACE AMOUNT
OPTION 1 DEATH BENEFIT

ZENITH CAPITAL GROWTH SUB-ACCOUNT*

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983......... $ 3,800 $250,000 $250,000 $ 3,525 $ 2,427 -- --
December 31, 1983....... 3,800 250,000 250,000 3,595 2,497 -70.10% --
December 31, 1984....... 7,600 250,000 250,000 6,449 5,282 -36.87 2,058.98%
December 31, 1985....... 11,400 250,000 250,000 14,356 12,457 6.69 447.23
December 31, 1986....... 15,200 250,000 250,000 30,701 28,865 36.91 212.13
December 31, 1987....... 19,000 250,000 250,000 48,772 46,998 40.24 130.64
December 31, 1988....... 22,800 250,000 250,000 47,157 45,540 24.45 91.23
December 31, 1989....... 26,600 250,000 250,000 64,192 62,865 25.46 68.52
December 31, 1990....... 30,400 250,000 250,000 64,000 62,962 18.51 53.94
December 31, 1991....... 34,200 250,000 250,000 101,174 100,426 23.83 43.89
December 31, 1992....... 38,000 250,000 250,000 97,663 97,204 18.50 36.58
December 31, 1993....... 41,800 250,000 250,000 114,634 114,465 17.81 31.06
December 31, 1994....... 45,600 250,000 250,000 107,755 107,755 13.90 26.76
December 31, 1995....... 49,400 250,000 260,741 152,480 152,480 16.49 23.90
December 31, 1996....... 53,200 250,000 305,438 186,243 186,243 16.81 23.04
December 31, 1997....... 57,000 250,000 363,084 231,264 231,264 17.31 22.52
December 31, 1998....... 60,800 250,000 466,762 311,175 311,175 18.62 22.94
</TABLE>

A-56
<PAGE>

ZENITH BOND INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983......... $ 3,800 $250,000 $250,000 $ 3,525 $ 2,427 -- --
December 31, 1983....... 3,800 250,000 250,000 3,387 2,289 -76.70% --
December 31, 1984....... 7,600 250,000 250,000 6,954 5,788 -28.68 2,058.98%
December 31, 1985....... 11,400 250,000 250,000 11,342 9,443 -13.49 447.23
December 31, 1986....... 15,200 250,000 250,000 15,940 14,104 -4.02 212.13
December 31, 1987....... 19,000 250,000 250,000 19,137 17,363 -3.83 130.64
December 31, 1988....... 22,800 250,000 250,000 23,555 21,938 -1.35 91.23
December 31, 1989....... 26,600 250,000 250,000 29,233 27,906 1.43 68.52
December 31, 1990....... 30,400 250,000 250,000 34,407 33,369 2.41 53.94
December 31, 1991....... 34,200 250,000 250,000 43,411 42,663 5.02 43.89
December 31, 1992....... 38,000 250,000 250,000 49,494 49,035 5.17 36.58
December 31, 1993....... 41,800 250,000 250,000 58,208 58,039 5.99 31.06
December 31, 1994....... 45,600 250,000 250,000 58,580 58,580 4.20 26.76
December 31, 1995....... 49,400 250,000 250,000 73,733 73,733 6.10 23.33
December 31, 1996....... 53,200 250,000 250,000 79,697 79,697 5.70 20.53
December 31, 1997....... 57,000 250,000 250,000 90,831 90,831 6.08 18.22
December 31, 1998....... 60,800 250,000 250,000 101,401 101,401 6.21 16.27

ZENITH MONEY MARKET SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983......... $ 3,800 $250,000 $250,000 $ 3,525 $ 2,427 -- --
December 31, 1983....... 3,800 250,000 250,000 3,394 2,296 -76.49% --
December 31, 1984....... 7,600 250,000 250,000 6,742 5,575 -32.12 2,058.98%
December 31, 1985....... 11,400 250,000 250,000 10,290 8,391 -21.47 447.23
December 31, 1986....... 15,200 250,000 250,000 13,899 12,062 -12.27 212.13
December 31, 1987....... 19,000 250,000 250,000 17,667 15,893 -7.57 130.64
December 31, 1988....... 22,800 250,000 250,000 21,839 20,222 -4.22 91.23
December 31, 1989....... 26,600 250,000 250,000 26,633 25,306 -1.49 68.52
December 31, 1990....... 30,400 250,000 250,000 31,528 30,491 .08 53.94
December 31, 1991....... 34,200 250,000 250,000 36,147 35,399 .79 43.89
December 31, 1992....... 38,000 250,000 250,000 40,112 39,654 .88 36.58
December 31, 1993....... 41,800 250,000 250,000 43,877 43,708 .83 31.06
December 31, 1994....... 45,600 250,000 250,000 48,211 48,211 .95 26.76
December 31, 1995....... 49,400 250,000 250,000 53,523 53,523 1.25 23.33
December 31, 1996....... 53,200 250,000 250,000 58,809 58,809 1.45 20.53
December 31, 1997....... 57,000 250,000 250,000 64,451 64,451 1.65 18.22
December 31, 1998....... 60,800 250,000 250,000 70,261 70,261 1.82 16.27
</TABLE>

ZENITH STOCK INDEX SUB-ACCOUNT

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987............. $ 3,800 $250,000 $250,000 $ 3,525 $ 2,427 -- --
December 31, 1987....... 3,800 250,000 250,000 2,724 1,626 -71.91% --
December 31, 1988....... 7,600 250,000 250,000 6,297 5,146 -29.28 1,070.47%
December 31, 1989....... 11,400 250,000 250,000 11,885 10,001 -7.66 337.59
December 31, 1990....... 15,200 250,000 250,000 14,073 12,252 -9.74 178.58
December 31, 1991....... 19,000 250,000 250,000 21,453 19,694 1.35 115.51
December 31, 1992....... 22,800 250,000 250,000 25,960 24,415 2.16 82.89
December 31, 1993....... 26,600 250,000 250,000 31,373 30,118 3.38 63.34
December 31, 1994....... 30,400 250,000 250,000 34,450 33,485 2.31 50.46
December 31, 1995....... 34,200 250,000 250,000 50,740 50,064 8.04 41.41
December 31, 1996....... 38,000 250,000 250,000 64,534 64,147 9.89 34.74
December 31, 1997....... 41,800 250,000 250,000 88,520 88,424 12.72 29.65
December 31, 1998....... 45,600 250,000 250,000 115,706 115,706 14.34 25.65
</TABLE>

A-57
<PAGE>

Zenith Managed Sub-Account

<TABLE>
<CAPTION>
Total Minimum Variable Internal Rate Internal Rate
Premiums Death Death Cash Net Cash of Return on of Return on
Date Paid Benefit Benefit Value Value Net Cash Value Death Benefit
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987............. $ 3,800 $250,000 $250,000 $ 3,525 $ 2,427 -- --
December 31, 1987....... 3,800 250,000 250,000 3,089 1,991 -61.97% --
December 31, 1988....... 7,600 250,000 250,000 6,472 5,321 -27.08 1,070.47%
December 31, 1989....... 11,400 250,000 250,000 11,123 9,239 -12.13 337.59
December 31, 1990....... 15,200 250,000 250,000 14,449 12,628 -8.40 178.58
December 31, 1991....... 19,000 250,000 250,000 20,467 18,708 -.58 115.51
December 31, 1992....... 22,800 250,000 250,000 24,833 23,289 .67 82.89
December 31, 1993....... 26,600 250,000 250,000 30,320 29,065 2.41 63.34
December 31, 1994....... 30,400 250,000 250,000 32,696 31,731 1.03 50.46
December 31, 1995....... 34,200 250,000 250,000 46,293 45,617 6.10 41.41
December 31, 1996....... 38,000 250,000 250,000 55,802 55,416 7.16 34.74
December 31, 1997....... 41,800 250,000 250,000 73,610 73,514 9.66 29.65
December 31, 1998....... 45,600 250,000 250,000 90,559 90,559 10.67 25.65

Zenith Growth and Income Sub-Account

<CAPTION>
Total Minimum Variable Internal Rate Internal Rate
Premiums Death Death Cash Net Cash of Return on of Return on
Date Paid Benefit Benefit Value Value Net Cash Value Death Benefit
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
April 30, 1993.......... $ 3,800 $250,000 $250,000 $ 3,525 $ 2,427 -- --
December 31, 1993....... 3,800 250,000 250,000 3,516 2,418 -49.02% --
December 31, 1994....... 7,600 250,000 250,000 6,432 5,286 -27.45 1,065.53%
December 31, 1995....... 11,400 250,000 250,000 12,427 10,549 -4.58 336.86
December 31, 1996....... 15,200 250,000 250,000 17,826 16,010 2.40 178.34
December 31, 1997....... 19,000 250,000 250,000 27,321 25,568 11.28 115.39
December 31, 1998....... 22,800 250,000 250,000 36,875 35,355 13.94 82.83

Zenith Midcap Value Sub-Account**

<CAPTION>
Total Minimum Variable Internal Rate Internal Rate
Premiums Death Death Cash Net Cash of Return on of Return on
Date Paid Benefit Benefit Value Value Net Cash Value Death Benefit
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
April 30, 1993.......... $ 3,800 $250,000 $250,000 $ 3,525 $ 2,427 -- --
December 31, 1993....... 3,800 250,000 250,000 3,533 2,435 -48.48% --
December 31, 1994....... 7,600 250,000 250,000 6,498 5,352 -26.62 1,065.53%
December 31, 1995....... 11,400 250,000 250,000 12,111 10,232 -6.34 336.86
December 31, 1996....... 15,200 250,000 250,000 17,255 15,440 .72 178.34
December 31, 1997....... 19,000 250,000 250,000 23,595 21,842 5.25 115.39
December 31, 1998....... 22,800 250,000 250,000 24,445 22,925 0.17 82.83

Zenith Small Cap Sub-Account

<CAPTION>
Total Minimum Variable Internal Rate Internal Rate
Premiums Death Death Cash Net Cash of Return on of Return on
Date Paid Benefit Benefit Value Value Net Cash Value Death Benefit
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1994............. $ 3,800 $250,000 $250,000 $ 3,525 $ 2,427 -- --
December 31, 1994....... 3,800 250,000 250,000 2,967 1,869 -65.57% --
December 31, 1995....... 7,600 250,000 250,000 7,399 6,248 -15.73 1,075.45%
December 31, 1996....... 11,400 250,000 250,000 12,998 11,115 -1.51 338.33
December 31, 1997....... 15,200 250,000 250,000 19,843 18,022 8.00 178.83
December 31, 1998....... 19,000 250,000 250,000 21,871 20,113 2.14 115.62

Zenith Balanced Sub-Account

<CAPTION>
Total Minimum Variable Internal Rate Internal Rate
Premiums Death Death Cash Net Cash of Return on of Return on
Date Paid Benefit Benefit Value Value Net Cash Value Death Benefit
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
October 31, 1994........ $ 3,800 $250,000 $250,000 $ 3,525 $ 2,427 -- --
December 31, 1994....... 3,800 250,000 250,000 3,396 2,297 -95.08% --
December 31, 1995....... 7,600 250,000 250,000 7,235 6,058 -30.57 3,427.00%
December 31, 1996....... 11,400 250,000 250,000 11,455 9,545 -14.73 539.22
December 31, 1997....... 15,200 250,000 250,000 16,218 14,371 -3.35 236.33
December 31, 1998....... 19,000 250,000 250,000 20,644 18,859 -.34 140.81
</TABLE>

A-58
<PAGE>

ZENITH INTERNATIONAL MAGNUM EQUITY SUB-ACCOUNT

ZENITH VENTURE VALUE SUB-ACCOUNT

ZENITH EQUITY GROWTH SUB-ACCOUNT

EQUITY-INCOME SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
October 9, 1986......... $ 3,800 $250,000 $250,000 $ 3,525 $ 2,427 -- --
December 31, 1986....... 3,800 250,000 250,000 3,412 2,314 -88.72% --
December 31, 1987....... 7,600 250,000 250,000 5,714 4,537 -56.07 2,847.86%
December 31, 1988....... 11,400 250,000 250,000 9,836 7,926 -27.71 505.26
December 31, 1989....... 15,200 250,000 250,000 14,430 12,583 -10.78 227.75
December 31, 1990....... 19,000 250,000 250,000 15,194 13,409 -15.57 137.27
December 31, 1991....... 22,800 250,000 250,000 22,911 21,246 -2.59 94.76
December 31, 1992....... 26,600 250,000 250,000 29,788 28,413 2.04 70.66
December 31, 1993....... 30,400 250,000 250,000 37,838 36,752 5.04 55.37
December 31, 1994....... 34,200 250,000 250,000 43,003 42,207 4.91 44.89
December 31, 1995....... 38,000 250,000 250,000 61,052 60,545 9.56 37.32
December 31, 1996....... 41,800 250,000 250,000 71,996 71,779 9.95 31.62
December 31, 1997....... 45,600 250,000 250,000 94,468 94,468 12.06 27.20
December 31, 1998....... 49,400 250,000 250,000 108,317 108,317 11.87 23.68
</TABLE>

A-59
<PAGE>

OVERSEAS SUB-ACCOUNT

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
January 28, 1987........ $ 3,800 $250,000 $250,000 $ 3,525 $ 2,427 -- --
December 31, 1987....... 3,800 250,000 250,000 2,716 1,617 -60.35% --
December 31, 1988....... 7,600 250,000 250,000 6,345 5,215 -23.74 731.16%
December 31, 1989....... 11,400 250,000 250,000 11,392 9,530 -9.04 279.55
December 31, 1990....... 15,200 250,000 250,000 14,076 12,276 -8.63 158.04
December 31, 1991....... 19,000 250,000 250,000 18,251 16,513 -4.76 105.56
December 31, 1992....... 22,800 250,000 250,000 18,677 17,229 -8.14 77.19
December 31, 1993....... 26,600 250,000 250,000 29,372 28,214 1.50 59.70
December 31, 1994....... 30,400 250,000 250,000 32,308 31,439 .76 47.97
December 31, 1995....... 34,200 250,000 250,000 38,892 38,313 2.30 39.61
December 31, 1996....... 38,000 250,000 250,000 46,643 46,353 3.63 33.39
December 31, 1997....... 41,800 250,000 250,000 54,951 54,951 4.55 28.61
December 31, 1998....... 45,600 250,000 250,000 64,708 64,708 5.34 24.82

HIGH INCOME SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 19, 1985...... $ 3,800 $250,000 $250,000 $ 3,525 $ 2,427 -- --
December 31, 1985....... 3,800 250,000 250,000 3,559 2,461 -78.56% --
December 31, 1986....... 7,600 250,000 250,000 7,202 6,030 -26.74 2,440.56%
December 31, 1987....... 11,400 250,000 250,000 10,170 8,266 -23.62 477.39
December 31, 1988....... 15,200 250,000 250,000 14,246 12,404 -11.22 220.41
December 31, 1989....... 19,000 250,000 250,000 16,326 14,546 -11.64 134.18
December 31, 1990....... 22,800 250,000 250,000 18,708 17,067 -10.46 93.12
December 31, 1991....... 26,600 250,000 250,000 28,064 26,712 .13 69.67
December 31, 1992....... 30,400 250,000 250,000 37,180 36,118 4.52 54.71
December 31, 1993....... 34,200 250,000 250,000 47,453 46,681 7.14 44.43
December 31, 1994....... 38,000 250,000 250,000 49,251 48,768 5.13 36.98
December 31, 1995....... 41,800 250,000 250,000 62,005 61,812 7.20 31.37
December 31, 1996....... 45,600 250,000 250,000 73,008 73,008 7.85 27.00
December 31, 1997....... 49,400 250,000 250,000 88,272 88,272 8.82 23.52
December 31, 1998....... 53,200 250,000 250,000 87,043 87,043 6.95 20.69

ASSET MANAGER SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 6, 1989....... $ 3,800 $250,000 $250,000 $ 3,525 $ 2,427 -- --
December 31, 1989....... 3,800 250,000 250,000 3,385 2,287 -79.75% --
December 31, 1990....... 7,600 250,000 250,000 6,666 5,494 -34.56 2,221.58%
December 31, 1991....... 11,400 250,000 250,000 11,186 9,282 -15.01 460.64
December 31, 1992....... 15,200 250,000 250,000 15,449 13,607 -6.03 215.86
December 31, 1993....... 19,000 250,000 250,000 21,687 19,908 2.02 132.24
December 31, 1994....... 22,800 250,000 250,000 22,918 21,277 -2.46 92.09
December 31, 1995....... 26,600 250,000 250,000 29,747 28,396 1.97 69.04
December 31, 1996....... 30,400 250,000 250,000 36,909 35,847 4.29 54.29
December 31, 1997....... 34,200 250,000 250,000 47,133 46,361 6.93 44.14
December 31, 1998....... 38,000 250,000 250,000 57,124 56,641 8.08 36.77
</TABLE>

A-60
<PAGE>

OPTION 2 DEATH BENEFIT

ZENITH CAPITAL GROWTH SUB-ACCOUNT*

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983......... $ 3,800 $250,000 $253,525 $ 3,525 $ 2,426 -- --
December 31, 1983....... 3,800 250,000 253,592 3,592 2,494 -70.19% --
December 31, 1984....... 7,600 250,000 256,437 6,437 5,271 -37.06 2,101.48%
December 31, 1985....... 11,400 250,000 264,314 14,314 12,415 6.43 461.61
December 31, 1986....... 15,200 250,000 280,559 30,559 28,722 36.60 224.67
December 31, 1987....... 19,000 250,000 298,450 48,450 46,676 39.92 142.00
December 31, 1988....... 22,800 250,000 296,760 46,760 45,143 24.14 98.81
December 31, 1989....... 26,600 250,000 313,521 63,521 62,193 25.14 76.13
December 31, 1990....... 30,400 250,000 313,202 63,202 62,164 18.19 60.03
December 31, 1991....... 34,200 250,000 349,692 99,692 98,944 23.51 51.48
December 31, 1992....... 38,000 250,000 346,015 96,015 95,557 18.18 42.90
December 31, 1993....... 41,800 250,000 362,441 112,441 112,272 17.48 37.39
December 31, 1994....... 45,600 250,000 355,455 105,455 105,455 13.56 32.11
December 31, 1995....... 49,400 250,000 398,899 148,899 148,899 16.16 29.74
December 31, 1996....... 53,200 250,000 431,552 181,552 181,552 16.49 27.37
December 31, 1997....... 57,000 250,000 475,174 225,174 225,174 17.00 25.61
December 31, 1998....... 60,800 250,000 552,714 302,714 302,714 18.33 24.73

ZENITH BOND INCOME SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983......... $ 3,800 $250,000 $253,525 $ 3,525 $ 2,426 -- --
December 31, 1983....... 3,800 250,000 253,385 3,385 2,286 -76.78% --
December 31, 1984....... 7,600 250,000 256,942 6,942 5,775 -28.88 2,104.80%
December 31, 1985....... 11,400 250,000 261,310 11,310 9,411 -13.72 458.63
December 31, 1986....... 15,200 250,000 265,874 15,874 14,037 -4.28 218.77
December 31, 1987....... 19,000 250,000 269,030 19,030 17,256 -4.09 135.29
December 31, 1988....... 22,800 250,000 273,390 23,390 21,773 -1.62 95.16
December 31, 1989....... 26,600 250,000 278,982 28,982 27,655 1.16 72.18
December 31, 1990....... 30,400 250,000 284,054 34,054 33,016 2.14 57.38
December 31, 1991....... 34,200 250,000 292,888 42,888 42,140 4.75 47.45
December 31, 1992....... 38,000 250,000 298,800 48,800 48,341 4.89 40.04
December 31, 1993....... 41,800 250,000 307,275 57,275 57,106 5.70 34.57
December 31, 1994....... 45,600 250,000 307,530 57,530 57,530 3.90 29.91
December 31, 1995....... 49,400 250,000 322,277 72,277 72,277 5.81 26.81
December 31, 1996....... 53,200 250,000 327,983 77,983 77,983 5.40 23.94
December 31, 1997....... 57,000 250,000 338,699 88,699 88,699 5.78 21.72
December 31, 1998....... 60,800 250,000 348,790 98,790 98,790 5.91 19.84

ZENITH MONEY MARKET SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983......... $ 3,800 $250,000 $253,525 $ 3,525 $ 2,426 -- --
December 31, 1983....... 3,800 250,000 253,392 3,392 2,293 -76.57% --
December 31, 1984....... 7,600 250,000 256,730 6,730 5,563 -32.31 2,103.40%
December 31, 1985....... 11,400 250,000 260,261 10,261 8,362 -21.70 457.59
December 31, 1986....... 15,200 250,000 263,843 13,843 12,006 -12.51 217.94
December 31, 1987....... 19,000 250,000 267,572 17,572 15,798 -7.82 134.95
December 31, 1988....... 22,800 250,000 271,691 21,691 20,074 -4.47 94.88
December 31, 1989....... 26,600 250,000 276,412 26,412 25,085 -1.76 71.87
December 31, 1990....... 30,400 250,000 281,215 31,215 30,177 -.19 57.11
December 31, 1991....... 34,200 250,000 285,725 35,725 34,977 .52 46.89
December 31, 1992....... 38,000 250,000 289,571 39,571 39,113 .59 39.43
December 31, 1993....... 41,800 250,000 293,207 43,207 43,038 .54 33.77
December 31, 1994....... 45,600 250,000 297,391 47,391 47,391 .66 29.40
December 31, 1995....... 49,400 250,000 302,526 52,526 52,526 .96 25.95
December 31, 1996....... 53,200 250,000 307,620 57,620 57,620 1.16 23.13
December 31, 1997....... 57,000 250,000 313,036 63,036 63,036 1.36 20.82
December 31, 1998....... 60,800 250,000 318,573 68,573 68,573 1.51 18.87
</TABLE>

A-61
<PAGE>

ZENITH STOCK INDEX SUB-ACCOUNT

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987............. $ 3,800 $250,000 $253,525 $ 3,525 $ 2,426 -- --
December 31, 1987....... 3,800 250,000 252,721 2,721 1,623 -72.00% --
December 31, 1988....... 7,600 250,000 256,283 6,283 5,132 -29.46 1,088.88%
December 31, 1989....... 11,400 250,000 261,845 11,845 9,962 -7.89 346.08
December 31, 1990....... 15,200 250,000 264,008 14,008 12,187 -9.97 183.40
December 31, 1991....... 19,000 250,000 271,322 21,322 19,563 1.10 120.05
December 31, 1992....... 22,800 250,000 275,761 25,761 24,217 1.90 86.79
December 31, 1993....... 26,600 250,000 281,081 31,081 29,826 3.12 66.96
December 31, 1994....... 30,400 250,000 284,071 34,071 33,106 2.04 53.68
December 31, 1995....... 34,200 250,000 300,087 50,087 49,412 7.77 45.30
December 31, 1996....... 38,000 250,000 313,570 63,570 63,184 9.60 38.93
December 31, 1997....... 41,800 250,000 337,010 87,010 86,913 12.43 34.53
December 31, 1998....... 45,600 250,000 363,474 113,474 113,474 14.05 31.13

ZENITH MANAGED SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987............. $ 3,800 $250,000 $253,525 $ 3,525 $ 2,426 -- --
December 31, 1987....... 3,800 250,000 253,085 3,085 1,987 -62.08% --
December 31, 1988....... 7,600 250,000 256,457 6,457 5,306 -27.26 1,089.39%
December 31, 1989....... 11,400 250,000 261,086 11,086 9,202 -12.35 345.54
December 31, 1990....... 15,200 250,000 264,382 14,382 12,561 -8.63 183.52
December 31, 1991....... 19,000 250,000 270,343 20,343 18,585 -.83 119.85
December 31, 1992....... 22,800 250,000 274,646 24,646 23,101 .41 86.63
December 31, 1993....... 26,600 250,000 280,041 30,041 28,786 2.15 66.84
December 31, 1994....... 30,400 250,000 282,341 32,341 31,376 .76 53.52
December 31, 1995....... 34,200 250,000 295,706 45,706 45,030 5.83 44.99
December 31, 1996....... 38,000 250,000 304,983 54,983 54,597 6.89 38.41
December 31, 1997....... 41,800 250,000 322,380 72,380 72,283 9.37 33.80
December 31, 1998....... 45,600 250,000 338,852 88,852 88,852 10.39 30.10

ZENITH GROWTH AND INCOME SUB-ACCOUNT

ZENITH MIDCAP VALUE SUB-ACCOUNT**

A-62
<PAGE>

ZENITH SMALL CAP SUB-ACCOUNT

ZENITH BALANCED SUB-ACCOUNT

ZENITH INTERNATIONAL MAGNUM EQUITY SUB-ACCOUNT

ZENITH VENTURE VALUE SUB-ACCOUNT

ZENITH EQUITY GROWTH SUB-ACCOUNT

A-63
<PAGE>

EQUITY-INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
October 9, 1986......... $ 3,800 $250,000 $253,525 $ 3,525 $ 2,426 -- --
December 31, 1986....... 3,800 250,000 253,410 3,410 2,312 -88.75% --
December 31, 1987....... 7,600 250,000 255,705 5,705 4,528 -56.22 2,904.05%
December 31, 1988....... 11,400 250,000 259,811 9,811 7,902 -27.93 516.76
December 31, 1989....... 15,200 250,000 264,376 14,376 12,529 -11.02 234.29
December 31, 1990....... 19,000 250,000 265,121 15,121 13,336 -15.81 141.20
December 31, 1991....... 22,800 250,000 272,768 22,768 21,103 -2.84 98.75
December 31, 1992....... 26,600 250,000 279,557 29,557 28,181 1.79 74.52
December 31, 1993....... 30,400 250,000 287,476 37,476 36,390 4.78 59.22
December 31, 1994....... 34,200 250,000 292,513 42,513 41,716 4.64 48.50
December 31, 1995....... 38,000 250,000 310,228 60,228 59,721 9.29 41.58
December 31, 1996....... 41,800 250,000 320,873 70,873 70,656 9.67 35.94
December 31, 1997....... 45,600 250,000 342,785 92,785 92,785 11.78 32.07
December 31, 1998....... 49,400 250,000 356,169 106,169 106,169 11.58 28.60

OVERSEAS SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
January 28, 1987........ $ 3,800 $250,000 $253,525 $ 3,525 $ 2,426 -- --
December 31, 1987....... 3,800 250,000 252,710 2,710 1,612 -60.50% --
December 31, 1988....... 7,600 250,000 256,327 6,327 5,197 -23.94 742.67%
December 31, 1989....... 11,400 250,000 261,346 11,346 9,484 -9.27 286.02
December 31, 1990....... 15,200 250,000 263,999 13,999 12,199 -8.88 162.22
December 31, 1991....... 19,000 250,000 268,126 18,126 16,388 -5.02 109.08
December 31, 1992....... 22,800 250,000 268,521 18,521 17,073 -8.40 79.82
December 31, 1993....... 26,600 250,000 279,084 29,084 27,925 1.24 62.90
December 31, 1994....... 30,400 250,000 281,935 31,935 31,066 .49 50.85
December 31, 1995....... 34,200 250,000 288,372 38,372 37,793 2.02 42.52
December 31, 1996....... 38,000 250,000 295,932 45,932 45,643 3.35 36.39
December 31, 1997....... 41,800 250,000 304,011 54,011 54,011 4.27 31.69
December 31, 1998....... 45,600 250,000 313,478 63,478 63,478 5.05 28.04

HIGH INCOME SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 19, 1985...... $ 3,800 $250,000 $253,525 $ 3,525 $ 2,426 -- --
December 31, 1985....... 3,800 250,000 253,557 3,557 2,458 -78.63% --
December 31, 1986....... 7,600 250,000 257,190 7,190 6,018 -26.95 2,499.11%
December 31, 1987....... 11,400 250,000 260,143 10,143 8,239 -23.85 488.48
December 31, 1988....... 15,200 250,000 264,190 14,190 12,348 -11.46 226.63
December 31, 1989....... 19,000 250,000 266,240 16,240 14,461 -11.89 138.29
December 31, 1990....... 22,800 250,000 268,587 18,587 16,945 -10.72 96.34
December 31, 1991....... 26,600 250,000 277,838 27,838 26,486 -.13 73.26
December 31, 1992....... 30,400 250,000 286,814 36,814 35,752 4.26 58.46
December 31, 1993....... 34,200 250,000 296,897 46,897 46,125 6.87 48.35
December 31, 1994....... 38,000 250,000 298,576 48,576 48,094 4.85 40.46
December 31, 1995....... 41,800 250,000 311,030 61,030 60,837 6.91 35.12
December 31, 1996....... 45,600 250,000 321,711 71,711 71,711 7.56 30.86
December 31, 1997....... 49,400 250,000 336,527 86,527 86,527 8.53 27.63
December 31, 1998....... 53,200 250,000 335,165 85,165 85,165 6.66 24.39
</TABLE>

A-64
<PAGE>

ASSET MANAGER SUB-ACCOUNT

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- ------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 6, 1989....... $ 3,800 $250,000 $253,525 $ 3,525 $ 2,426 -- --
December 31, 1989....... 3,800 250,000 253,383 3,383 2,285 -79.81% --
December 31, 1990....... 7,600 250,000 256,656 6,656 5,484 -34.74 2,269.84%
December 31, 1991....... 11,400 250,000 261,156 11,156 9,252 -15.24 472.30
December 31, 1992....... 15,200 250,000 265,389 15,389 13,547 -6.27 222.43
December 31, 1993....... 19,000 250,000 271,570 21,570 19,791 1.76 137.57
December 31, 1994....... 22,800 250,000 272,761 22,761 21,120 -2.72 95.96
December 31, 1995....... 26,600 250,000 279,497 29,497 28,145 1.70 72.80
December 31, 1996....... 30,400 250,000 286,536 36,536 35,474 4.02 57.99
December 31, 1997....... 34,200 250,000 296,568 46,568 45,796 6.65 48.00
December 31, 1998....... 38,000 250,000 306,327 56,327 55,844 7.80 40.72
</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.

** Rates of return and Policy values and benefits shown reflect the Goldman
Sachs Midcap Value Series' investment advisory fee of .70% of average daily
net assets for the period through April 30, 1998 and .75% thereafter.

MALE NON-SMOKER PREFERRED RISK AGE 40
$500,000 FACE AMOUNT
OPTION 1 DEATH BENEFIT

ZENITH CAPITAL GROWTH SUB-ACCOUNT*

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983......... $ 7,600 $500,000 $500,000 $ 7,121 $ 4,924 -- --
December 31, 1983....... 7,600 500,000 500,000 7,380 5,184 -66.70% --
December 31, 1984....... 15,200 500,000 500,000 13,482 11,149 -32.13 2,058.98%
December 31, 1985....... 22,800 500,000 500,000 30,134 26,336 10.99 447.23
December 31, 1986....... 30,400 500,000 500,000 64,593 60,920 40.23 212.13
December 31, 1987....... 38,000 500,000 500,000 102,726 99,178 42.76 130.64
December 31, 1988....... 45,600 500,000 500,000 99,370 96,136 26.40 91.23
December 31, 1989....... 53,200 500,000 500,000 135,379 132,725 27.07 68.52
December 31, 1990....... 60,800 500,000 500,000 135,020 132,945 19.88 53.94
December 31, 1991....... 68,400 500,000 500,000 213,508 212,012 25.01 43.89
December 31, 1992....... 76,000 500,000 500,000 206,107 205,190 19.54 36.58
December 31, 1993....... 83,600 500,000 500,000 241,943 241,605 18.73 31.06
December 31, 1994....... 91,200 500,000 500,000 227,431 227,431 14.73 26.76
December 31, 1995....... 98,800 500,000 550,159 321,731 321,731 17.24 24.64
December 31, 1996....... 106,400 500,000 644,000 392,683 392,683 17.48 23.71
December 31, 1997....... 114,000 500,000 765,145 487,354 487,354 17.92 23.12
December 31, 1998....... 121,600 500,000 983,201 655,467 655,467 19.18 23.49
</TABLE>

A-65
<PAGE>

ZENITH BOND INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983......... $ 7,600 $500,000 $500,000 $ 7,121 $ 4,924 -- --
December 31, 1983....... 7,600 500,000 500,000 6,962 4,766 -73.84% --
December 31, 1984....... 15,200 500,000 500,000 14,519 12,185 -23.78 2,058.98%
December 31, 1985....... 22,800 500,000 500,000 23,787 19,989 -9.53 447.23
December 31, 1986....... 30,400 500,000 500,000 33,527 29,854 -.98 212.13
December 31, 1987....... 38,000 500,000 500,000 40,335 36,787 -1.38 130.64
December 31, 1988....... 45,600 500,000 500,000 49,727 46,493 .68 91.23
December 31, 1989....... 53,200 500,000 500,000 61,810 59,156 3.16 68.52
December 31, 1990....... 60,800 500,000 500,000 72,838 70,763 3.92 53.94
December 31, 1991....... 68,400 500,000 500,000 91,991 90,495 6.34 43.89
December 31, 1992....... 76,000 500,000 500,000 104,976 104,059 6.35 36.58
December 31, 1993....... 83,600 500,000 500,000 123,546 123,208 7.06 31.06
December 31, 1994....... 91,200 500,000 500,000 124,386 124,386 5.18 26.76
December 31, 1995....... 98,800 500,000 500,000 156,508 156,508 6.98 23.33
December 31, 1996....... 106,400 500,000 500,000 168,977 168,977 6.49 20.53
December 31, 1997....... 114,000 500,000 500,000 192,356 192,356 6.80 18.22
December 31, 1998....... 121,600 500,000 500,000 214,530 214,530 6.87 16.27
</TABLE>

ZENITH MONEY MARKET SUB-ACCOUNT

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983......... $ 7,600 $500,000 $500,000 $ 7,121 $ 4,924 -- --
December 31, 1983....... 7,600 500,000 500,000 6,977 4,781 -73.60% --
December 31, 1984....... 15,200 500,000 500,000 14,078 11,744 -27.32 2,058.98%
December 31, 1985....... 22,800 500,000 500,000 21,583 17,785 -17.59 447.23
December 31, 1986....... 30,400 500,000 500,000 29,243 25,570 -9.23 212.13
December 31, 1987....... 38,000 500,000 500,000 37,261 33,713 -5.08 130.64
December 31, 1988....... 45,600 500,000 500,000 46,144 42,910 -2.14 91.23
December 31, 1989....... 53,200 500,000 500,000 56,363 53,708 .28 68.52
December 31, 1990....... 60,800 500,000 500,000 66,809 64,734 1.62 53.94
December 31, 1991....... 68,400 500,000 500,000 76,680 75,184 2.16 43.89
December 31, 1992....... 76,000 500,000 500,000 85,182 84,265 2.11 36.58
December 31, 1993....... 83,600 500,000 500,000 93,267 92,929 1.96 31.06
December 31, 1994....... 91,200 500,000 500,000 102,545 102,545 1.98 26.76
December 31, 1995....... 98,800 500,000 500,000 113,791 113,791 2.20 23.33
December 31, 1996....... 106,400 500,000 500,000 124,845 124,845 2.30 20.53
December 31, 1997....... 114,000 500,000 500,000 136,597 136,597 2.42 18.22
December 31, 1998....... 121,600 500,000 500,000 148,705 148,705 2.51 16.27
</TABLE>

A-66
<PAGE>

ZENITH STOCK INDEX SUB-ACCOUNT

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987............. $ 7,600 $500,000 $500,000 $ 7,121 $ 4,924 -- --
December 31, 1987....... 7,600 500,000 500,000 5,684 3,488 -68.81% --
December 31, 1988....... 15,200 500,000 500,000 13,243 10,941 -25.20 1,070.47%
December 31, 1989....... 22,800 500,000 500,000 25,039 21,272 -4.11 337.59
December 31, 1990....... 30,400 500,000 500,000 29,710 26,068 -6.98 178.58
December 31, 1991....... 38,000 500,000 500,000 45,366 41,849 3.63 115.51
December 31, 1992....... 45,600 500,000 500,000 54,955 51,866 4.07 82.89
December 31, 1993....... 53,200 500,000 500,000 66,479 63,969 5.02 63.34
December 31, 1994....... 60,800 500,000 500,000 73,059 71,128 3.75 50.46
December 31, 1995....... 68,400 500,000 500,000 107,670 106,319 9.29 41.41
December 31, 1996....... 76,000 500,000 500,000 136,992 136,220 10.99 34.74
December 31, 1997....... 83,600 500,000 500,000 187,918 187,725 13.70 29.65
December 31, 1998....... 91,200 500,000 500,000 245,616 245,616 15.22 25.65

ZENITH MANAGED SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987............. $ 7,600 $500,000 $500,000 $ 7,121 $ 4,924 -- --
December 31, 1987....... 7,600 500,000 500,000 6,442 4,246 -58.14% --
December 31, 1988....... 15,200 500,000 500,000 13,601 11,299 -22.98 1,070.47%
December 31, 1989....... 22,800 500,000 500,000 23,425 19,659 -8.65 337.59
December 31, 1990....... 30,400 500,000 500,000 30,489 26,847 -5.66 178.58
December 31, 1991....... 38,000 500,000 500,000 43,261 39,745 1.69 115.51
December 31, 1992....... 45,600 500,000 500,000 52,549 49,460 2.57 82.89
December 31, 1993....... 53,200 500,000 500,000 64,230 61,720 4.04 63.34
December 31, 1994....... 60,800 500,000 500,000 69,328 67,397 2.46 50.46
December 31, 1995....... 68,400 500,000 500,000 98,230 96,878 7.36 41.41
December 31, 1996....... 76,000 500,000 500,000 118,469 117,696 8.28 34.74
December 31, 1997....... 83,600 500,000 500,000 156,311 156,118 10.65 29.65
December 31, 1998....... 91,200 500,000 500,000 192,312 192,312 11.57 25.65
</TABLE>

ZENITH GROWTH AND INCOME SUB-ACCOUNT

ZENITH MIDCAP VALUE SUB-ACCOUNT**

A-67
<PAGE>

ZENITH SMALL CAP SUB-ACCOUNT

ZENITH BALANCED SUB-ACCOUNT

ZENITH INTERNATIONAL MAGNUM EQUITY SUB-ACCOUNT

ZENITH VENTURE VALUE SUB-ACCOUNT

ZENITH EQUITY GROWTH SUB-ACCOUNT

A-68
<PAGE>

EQUITY-INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
October 9, 1986......... $ 7,600 $500,000 $500,000 $ 7,121 $ 4,924 -- --
December 31, 1986....... 7,600 500,000 500,000 6,950 4,754 -87.30% --
December 31, 1987....... 15,200 500,000 500,000 11,878 9,524 -51.96 2,847.86%
December 31, 1988....... 22,800 500,000 500,000 20,581 16,763 -23.69 505.26
December 31, 1989....... 30,400 500,000 500,000 30,319 26,625 -7.60 227.75
December 31, 1990....... 38,000 500,000 500,000 31,969 28,400 -13.01 137.27
December 31, 1991....... 45,600 500,000 500,000 48,322 44,992 -.49 94.76
December 31, 1992....... 53,200 500,000 500,000 62,919 60,168 3.80 70.66
December 31, 1993....... 60,800 500,000 500,000 80,034 77,862 6.56 55.37
December 31, 1994....... 68,400 500,000 500,000 91,049 89,456 6.25 44.89
December 31, 1995....... 76,000 500,000 500,000 129,386 128,372 10.73 37.32
December 31, 1996....... 83,600 500,000 500,000 152,651 152,217 11.00 31.62
December 31, 1997....... 91,200 500,000 500,000 200,371 200,371 12.99 27.20
December 31, 1998....... 98,800 500,000 500,000 229,621 229,621 12.71 23.68

OVERSEAS SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
January 28, 1987........ $ 7,600 $500,000 $500,000 $ 7,121 $ 4,924 -- --
December 31, 1987....... 7,600 500,000 500,000 5,790 3,594 -55.56% --
December 31, 1988....... 15,200 500,000 500,000 13,452 11,192 -19.69 731.16%
December 31, 1989....... 22,800 500,000 500,000 24,140 20,415 -5.64 279.55
December 31, 1990....... 30,400 500,000 500,000 29,852 26,252 -5.97 158.04
December 31, 1991....... 38,000 500,000 500,000 38,734 35,258 -2.55 105.56
December 31, 1992....... 45,600 500,000 500,000 39,700 36,804 -6.23 77.19
December 31, 1993....... 53,200 500,000 500,000 62,423 60,107 3.11 59.70
December 31, 1994....... 60,800 500,000 500,000 68,708 66,971 2.18 47.97
December 31, 1995....... 68,400 500,000 500,000 82,756 81,597 3.56 39.61
December 31, 1996....... 76,000 500,000 500,000 99,289 98,709 4.77 33.39
December 31, 1997....... 83,600 500,000 500,000 117,002 117,002 5.58 28.61
December 31, 1998....... 91,200 500,000 500,000 137,733 137,733 6.27 24.82
</TABLE>

HIGH INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 19, 1985...... $ 7,600 $500,000 $500,000 $ 7,121 $ 4,924 -- --
December 31, 1985....... 7,600 500,000 500,000 7,282 5,086 -75.91% --
December 31, 1986....... 15,200 500,000 500,000 14,995 12,651 -21.66 2,440.56%
December 31, 1987....... 22,800 500,000 500,000 21,280 17,472 -19.76 477.39
December 31, 1988....... 30,400 500,000 500,000 29,916 26,232 -8.17 220.41
December 31, 1989....... 38,000 500,000 500,000 34,376 30,818 -9.14 134.18
December 31, 1990....... 45,600 500,000 500,000 39,489 36,207 -8.32 93.12
December 31, 1991....... 53,200 500,000 500,000 59,362 56,659 1.92 69.67
December 31, 1992....... 60,800 500,000 500,000 78,748 76,624 6.05 54.71
December 31, 1993....... 68,400 500,000 500,000 100,589 99,045 8.47 44.43
December 31, 1994....... 76,000 500,000 500,000 104,474 103,509 6.33 36.98
December 31, 1995....... 83,600 500,000 500,000 131,622 131,236 8.27 31.37
December 31, 1996....... 91,200 500,000 500,000 155,034 155,034 8.81 27.00
December 31, 1997....... 98,800 500,000 500,000 187,405 187,405 9.69 23.52
December 31, 1998....... 106,400 500,000 500,000 184,580 184,580 7.75 20.69
</TABLE>

A-69
<PAGE>

ASSET MANAGER SUB-ACCOUNT

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- ---------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 6, 1989....... $ 7,600 $500,000 $ 500,000 $ 7,121 $ 4,924 -- --
December 31, 1989....... 7,600 500,000 500,000 6,929 4,733 -77.47% --
December 31, 1990....... 15,200 500,000 500,000 13,891 11,548 -29.90 2,221.58%
December 31, 1991....... 22,800 500,000 500,000 23,430 19,622 -11.08 460.64
December 31, 1992....... 30,400 500,000 500,000 32,462 28,778 -3.00 215.86
December 31, 1993....... 38,000 500,000 500,000 45,681 42,122 4.46 132.24
December 31, 1994....... 45,600 500,000 500,000 48,352 45,070 -.41 92.09
December 31, 1995....... 53,200 500,000 500,000 62,874 60,171 3.70 69.04
December 31, 1996....... 60,800 500,000 500,000 78,098 75,974 5.78 54.29
December 31, 1997....... 68,400 500,000 500,000 99,834 98,289 8.24 44.14
December 31, 1998....... 76,000 500,000 500,000 121,058 120,092 9.23 36.77

OPTION 2 DEATH BENEFIT

ZENITH CAPITAL GROWTH SUB-ACCOUNT*

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- ---------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983......... $ 7,600 $500,000 $ 507,120 $ 7,120 $ 4,924 -- --
December 31, 1983....... 7,600 500,000 507,376 7,376 5,180 -66.78% --
December 31, 1984....... 15,200 500,000 513,465 13,465 11,132 -32.27 2,103.42%
December 31, 1985....... 22,800 500,000 530,070 30,070 26,272 10.80 462.32
December 31, 1986....... 30,400 500,000 564,378 64,378 60,705 40.01 225.31
December 31, 1987....... 38,000 500,000 602,237 102,237 98,689 42.53 142.58
December 31, 1988....... 45,600 500,000 598,767 98,767 95,533 26.17 99.21
December 31, 1989....... 53,200 500,000 634,358 134,358 131,703 26.84 76.53
December 31, 1990....... 60,800 500,000 633,806 133,806 131,731 19.64 60.35
December 31, 1991....... 68,400 500,000 711,253 211,253 209,757 24.78 51.87
December 31, 1992....... 76,000 500,000 703,602 203,602 202,684 19.30 43.22
December 31, 1993....... 83,600 500,000 738,615 238,615 238,277 18.49 37.72
December 31, 1994....... 91,200 500,000 723,939 223,939 223,939 14.49 32.39
December 31, 1995....... 98,800 500,000 816,256 316,256 316,256 17.00 30.06
December 31, 1996....... 106,400 500,000 885,416 385,416 385,416 17.24 27.69
December 31, 1997....... 114,000 500,000 977,819 477,819 477,819 17.69 25.94
December 31, 1998....... 121,600 500,000 1,142,132 642,132 642,132 18.96 25.07

ZENITH BOND INCOME SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- ---------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983......... $ 7,600 $500,000 $ 507,120 $ 7,120 $ 4,924 -- --
December 31, 1983....... 7,600 500,000 506,958 6,958 4,762 -73.91% --
December 31, 1984....... 15,200 500,000 514,500 14,500 12,167 -23.93 2,106.82%
December 31, 1985....... 22,800 500,000 523,738 23,738 19,940 -9.70 459.19
December 31, 1986....... 30,400 500,000 533,426 33,426 29,753 -1.16 219.12
December 31, 1987....... 38,000 500,000 540,173 40,173 36,625 -1.57 135.55
December 31, 1988....... 45,600 500,000 549,476 49,476 46,242 .49 95.38
December 31, 1989....... 53,200 500,000 561,427 61,427 58,773 2.97 72.39
December 31, 1990....... 60,800 500,000 572,301 72,301 70,225 3.72 57.58
December 31, 1991....... 68,400 500,000 591,193 91,193 89,697 6.14 47.66
December 31, 1992....... 76,000 500,000 603,917 103,917 103,000 6.15 40.24
December 31, 1993....... 83,600 500,000 622,126 122,126 121,788 6.85 34.78
December 31, 1994....... 91,200 500,000 622,788 122,788 122,788 4.97 30.10
December 31, 1995....... 98,800 500,000 654,254 154,254 154,254 6.77 27.02
December 31, 1996....... 106,400 500,000 666,237 166,237 166,237 6.27 24.13
December 31, 1997....... 114,000 500,000 688,832 188,832 188,832 6.56 21.92
December 31, 1998....... 121,600 500,000 710,086 210,086 210,086 6.63 20.03
</TABLE>

A-70
<PAGE>

ZENITH MONEY MARKET SUB-ACCOUNT

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
August 26, 1983......... $ 7,600 $500,000 $507,120 $ 7,120 $ 4,924 -- --
December 31, 1983....... 7,600 500,000 506,973 6,973 4,777 -73.67% --
December 31, 1984....... 15,200 500,000 514,060 14,060 11,726 -27.47 2,105.38%
December 31, 1985....... 22,800 500,000 521,540 21,540 17,741 -17.76 458.09
December 31, 1986....... 30,400 500,000 529,158 29,158 25,485 -9.40 218.24
December 31, 1987....... 38,000 500,000 537,116 37,116 33,568 -5.26 135.18
December 31, 1988....... 45,600 500,000 545,919 45,919 42,685 -2.32 95.09
December 31, 1989....... 53,200 500,000 556,025 56,025 53,371 .10 72.06
December 31, 1990....... 60,800 500,000 566,331 66,331 64,256 1.43 57.29
December 31, 1991....... 68,400 500,000 576,036 76,036 74,540 1.97 47.07
December 31, 1992....... 76,000 500,000 584,356 84,356 83,439 1.91 39.60
December 31, 1993....... 83,600 500,000 592,246 92,246 91,908 1.76 33.94
December 31, 1994....... 91,200 500,000 601,295 101,295 101,295 1.78 29.56
December 31, 1995....... 98,800 500,000 612,243 112,243 112,243 1.99 26.11
December 31, 1996....... 106,400 500,000 622,937 122,937 122,937 2.08 23.29
December 31, 1997....... 114,000 500,000 634,244 134,244 134,244 2.19 20.97
December 31, 1998....... 121,600 500,000 645,813 145,813 145,813 2.27 19.02

ZENITH STOCK INDEX SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987............. $ 7,600 $500,000 $507,120 $ 7,120 $ 4,924 -- --
December 31, 1987....... 7,600 500,000 505,679 5,679 3,483 -68.88% --
December 31, 1988....... 15,200 500,000 513,222 13,222 10,920 -25.33 1,089.84%
December 31, 1989....... 22,800 500,000 524,979 24,979 21,212 -4.27 346.53
December 31, 1990....... 30,400 500,000 529,611 29,611 25,969 -7.15 183.67
December 31, 1991....... 38,000 500,000 545,166 45,166 41,649 3.45 120.31
December 31, 1992....... 45,600 500,000 554,653 54,653 51,564 3.89 87.02
December 31, 1993....... 53,200 500,000 566,034 66,034 63,524 4.83 67.17
December 31, 1994....... 60,800 500,000 572,481 72,481 70,551 3.55 53.87
December 31, 1995....... 68,400 500,000 606,674 106,674 105,323 9.10 45.53
December 31, 1996....... 76,000 500,000 635,522 135,522 134,749 10.79 39.17
December 31, 1997....... 83,600 500,000 685,622 185,622 185,429 13.50 34.81
December 31, 1998....... 91,200 500,000 742,210 242,210 242,210 15.01 31.43
</TABLE>

ZENITH MANAGED SUB-ACCOUNT

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
May 1, 1987............. $ 7,600 $500,000 $507,120 $ 7,120 $ 4,924 -- --
December 31, 1987....... 7,600 500,000 506,436 6,436 4,240 -58.23% --
December 31, 1988....... 15,200 500,000 513,579 13,579 11,277 -23.11 1,090.36%
December 31, 1989....... 22,800 500,000 523,370 23,370 19,603 -8.81 345.96
December 31, 1990....... 30,400 500,000 530,388 30,388 26,746 -5.83 183.80
December 31, 1991....... 38,000 500,000 543,073 43,073 39,557 1.51 120.09
December 31, 1992....... 45,600 500,000 552,264 52,264 49,175 2.38 86.85
December 31, 1993....... 53,200 500,000 563,805 63,805 61,295 3.86 67.05
December 31, 1994....... 60,800 500,000 568,787 68,787 66,856 2.27 53.71
December 31, 1995....... 68,400 500,000 597,334 97,334 95,982 7.16 45.20
December 31, 1996....... 76,000 500,000 617,219 117,219 116,447 8.09 38.63
December 31, 1997....... 83,600 500,000 654,440 154,440 154,247 10.45 34.04
December 31, 1998....... 91,200 500,000 689,708 189,708 189,708 11.37 30.36
</TABLE>

A-71
<PAGE>

ZENITH GROWTH AND INCOME SUB-ACCOUNT

ZENITH MIDCAP VALUE SUB-ACCOUNT**

ZENITH SMALL CAP SUB-ACCOUNT

ZENITH BALANCED SUB-ACCOUNT

ZENITH INTERNATIONAL MAGNUM EQUITY SUB-ACCOUNT

A-72
<PAGE>

ZENITH VENTURE VALUE SUB-ACCOUNT

ZENITH EQUITY GROWTH SUB-ACCOUNT

EQUITY-INCOME SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
October 9, 1986......... $ 7,600 $500,000 $507,120 $ 7,120 $ 4,924 -- --
December 31, 1986....... 7,600 500,000 506,948 6,948 4,751 -87.33% --
December 31, 1987....... 15,200 500,000 511,865 11,865 9,511 -52.07 2,906.29%
December 31, 1988....... 22,800 500,000 520,545 20,545 16,726 -23.85 517.29
December 31, 1989....... 30,400 500,000 530,237 30,237 26,543 -7.77 234.62
December 31, 1990....... 38,000 500,000 531,858 31,858 28,289 -13.19 141.41
December 31, 1991....... 45,600 500,000 548,105 48,105 44,775 -.67 98.96
December 31, 1992....... 53,200 500,000 562,567 62,567 59,815 3.62 74.73
December 31, 1993....... 60,800 500,000 579,482 79,482 77,310 6.37 59.44
December 31, 1994....... 68,400 500,000 590,301 90,301 88,708 6.05 48.71
December 31, 1995....... 76,000 500,000 628,129 128,129 127,115 10.53 41.83
December 31, 1996....... 83,600 500,000 650,940 150,940 150,505 10.80 36.19
December 31, 1997....... 91,200 500,000 697,812 197,812 197,812 12.79 32.34
December 31, 1998....... 98,800 500,000 726,314 226,314 226,314 12.50 28.87

OVERSEAS SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
January 28, 1987........ $ 7,600 $500,000 $507,120 $ 7,120 $ 4,924 -- --
December 31, 1987....... 7,600 500,000 505,782 5,782 3,586 -55.67% --
December 31, 1988....... 15,200 500,000 513,425 13,425 11,164 -19.84 743.37%
December 31, 1989....... 22,800 500,000 524,070 24,070 20,345 -5.81 286.41
December 31, 1990....... 30,400 500,000 529,736 29,736 26,136 -6.14 162.47
December 31, 1991....... 38,000 500,000 538,544 38,544 35,068 -2.73 109.30
December 31, 1992....... 45,600 500,000 539,463 39,463 36,567 -6.42 79.99
December 31, 1993....... 53,200 500,000 561,984 61,984 59,667 2.92 63.10
December 31, 1994....... 60,800 500,000 568,139 68,139 66,402 1.99 51.03
December 31, 1995....... 68,400 500,000 581,963 81,963 80,804 3.37 42.71
December 31, 1996....... 76,000 500,000 598,204 98,204 97,625 4.57 36.58
December 31, 1997....... 83,600 500,000 615,573 115,573 115,573 5.38 31.89
December 31, 1998....... 91,200 500,000 635,852 135,852 135,852 6.06 28.24
</TABLE>

A-73
<PAGE>

HIGH INCOME SUB-ACCOUNT

<TABLE>
<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 19, 1985...... $ 7,600 $500,000 $507,120 $ 7,120 $ 4,924 -- --
December 31, 1985....... 7,600 500,000 507,279 7,279 5,082 -75.97% --
December 31, 1986....... 15,200 500,000 514,977 14,977 12,633 -21.82 2,501.52%
December 31, 1987....... 22,800 500,000 521,239 21,239 17,431 -19.93 489.00
December 31, 1988....... 30,400 500,000 529,832 29,832 26,149 -8.35 226.94
December 31, 1989....... 38,000 500,000 534,247 34,247 30,689 -9.32 138.51
December 31, 1990....... 45,600 500,000 539,305 39,305 36,022 -8.50 96.52
December 31, 1991....... 53,200 500,000 559,018 59,018 56,315 1.73 73.46
December 31, 1992....... 60,800 500,000 578,191 78,191 76,067 5.86 58.68
December 31, 1993....... 68,400 500,000 599,741 99,741 98,196 8.28 48.58
December 31, 1994....... 76,000 500,000 603,444 103,444 102,479 6.13 40.66
December 31, 1995....... 83,600 500,000 630,136 130,136 129,750 8.06 35.34
December 31, 1996....... 91,200 500,000 653,060 153,060 153,060 8.61 31.09
December 31, 1997....... 98,800 500,000 684,709 184,709 184,709 9.48 27.87
December 31, 1998....... 106,400 500,000 681,590 181,590 181,590 7.53 24.60

ASSET MANAGER SUB-ACCOUNT

<CAPTION>
TOTAL MINIMUM VARIABLE INTERNAL RATE INTERNAL RATE
PREMIUMS DEATH DEATH CASH NET CASH OF RETURN ON OF RETURN ON
DATE PAID BENEFIT BENEFIT VALUE VALUE NET CASH VALUE DEATH BENEFIT
- ---- -------- -------- -------- -------- -------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
September 6, 1989....... $ 7,600 $500,000 $507,120 $ 7,120 $ 4,924 -- --
December 31, 1989....... 7,600 500,000 506,926 6,926 4,730 -77.52% --
December 31, 1990....... 15,200 500,000 513,876 13,876 11,532 -30.03 2,271.89%
December 31, 1991....... 22,800 500,000 523,385 23,385 19,577 -11.24 472.86
December 31, 1992....... 30,400 500,000 532,370 32,370 28,686 -3.18 222.76
December 31, 1993....... 38,000 500,000 545,503 45,503 41,945 4.27 137.85
December 31, 1994....... 45,600 500,000 548,113 48,113 44,831 -.60 96.17
December 31, 1995....... 53,200 500,000 562,493 62,493 59,790 3.51 73.01
December 31, 1996....... 60,800 500,000 577,530 77,530 75,406 5.59 58.20
December 31, 1997....... 68,400 500,000 598,972 98,972 97,427 8.04 48.23
December 31, 1998....... 76,000 500,000 619,842 119,842 118,877 9.03 40.95
</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-74
<PAGE>

APPENDIX C

LONG TERM MARKET TRENDS

The information below compares 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 does
not predict future performance. The information does not reflect Policy
charges.

The data indicates that, historically, the investment performance of common
stocks over long periods has been positive and generally superior to that of
long-term, high grade debt securities. Common stocks have, however, been
subject to more dramatic market adjustments over short periods.

Over the 54 20-year time periods beginning in 1926 and ending in 1998 (i.e.,
1926-1945, 1927-1946, and so on through 1979-1998):

--The average annual return of common stocks was superior to that of high
grade, long-term corporate bonds in 51 of the 54 periods.

--The average annual return of common stocks surpassed that of U.S.
Treasury bills in each of the 54 periods.

--Common stock average annual returns exceeded the average annual rate of
inflation in each of the 54 periods.

Over the 44 30-year periods beginning in 1926 and ending in 1998, 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 44
periods.

From 1926 through 1998 the average annual return for common stocks was
11.0%, compared to 5.7% for high grade, long-term corporate bonds, 3.8% for
U.S. Treasury bills and 3.1% for the Consumer Price Index.
- --------

* Source: Stocks, Bonds, Bills and Inflation 1999 Yearbook(TM), Ibbotson
Associates, Chicago (annually updates work by Roger G. Ibbotson and Rex A.
Sinquefield). Used with permission. All rights reserved.

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

SUMMARY: HISTORIC S&P 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 and
twenty-year periods beginning in 1926 and ending 1998.

The chart does not predict future stock market results. It shows the
historic performance of a broad index of stocks, and not the performance of
any fund or investment.

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

PERCENT OF HOLDING PERIODS WITH THE FOLLOWING RETURNS:

<TABLE>
<CAPTION>
GREATER
0- 5.01- 10.01- 15.01- THAN
HOLDING NEGATIVE 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............................ 28% 4% 11% 7% 11% 39%
5 years........................... 10% 15% 15% 31% 19% 10%
10 years........................... 3% 10% 34% 24% 27% 2%
20 years........................... 0% 6% 32% 55% 7% 0%
</TABLE>
- --------

Source: Stocks, Bonds, Bills and Inflation 1999 Yearbook(TM), Ibbotson
Associates, Chicago (annually updates work by Roger G. Ibbotson and Rex A.
Sinquefield). Used with permission. All rights reserved.

A-75
<PAGE>

DOLLAR COST AVERAGING

Dollar cost averaging 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 --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. Under dollar cost averaging, an investor does not invest more when
the price of shares is high and less 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 you have 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
you sell shares should be higher than their average cost. This price could be
lower, however, if the fund you chose does not follow these historical trends.

You should consider your ability to continue on-going dollar cost averaging
purchases so that you can take advantage of periods of low price levels if you
are considering dollar cost averaging.

A-76
<PAGE>

APPENDIX D

USES OF LIFE INSURANCE

These are examples of ways the Policy can be used to address certain
financial objectives.

FAMILY INCOME PROTECTION

You may purchase life insurance on the lives of family income earners to
provide a death benefit to cover final expenses, and continue current family
income. The amount of insurance you purchase 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

A trust may purchase life insurance on the life of the person whose estate
will incur federal estate taxes upon the person's death. The amount of
insurance purchased should equal the amount of the estimated estate tax
liability. On the insured's death, the trustee makes the death proceeds
available to the estate for the payment of estate tax costs.

EDUCATION FUNDING

You may purchase life insurance on the life of the parent(s) or primary
person funding an education. The amount of insurance you purchase 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, cash
value may be accessed to meet education costs. Loans or surrenders reduce the
Policy's death benefit.

MORTGAGE PROTECTION

You may purchase life insurance on the life of the person responsible for
making mortgage payments. The amount of insurance you purchase should equal
the mortgage amount. In the event of the insured's death, the guaranteed death
benefit can be used to pay the mortgage balance.

During the insured's lifetime, cash value may be accessed late in the
mortgage term to help make the remaining mortgage payments. Loans or
surrenders reduce the Policy's death benefit.

KEY PERSON PROTECTION

A business may purchase life insurance on the life of a key person in an
amount equal to the key person's value, considering salary, benefits, and
contribution to the business. On 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

You can insure 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
provides funds for the purchase of the deceased's business interest by the
business, or surviving owners, from the deceased owner's heirs.

RETIREMENT INCOME

You may purchase life insurance on the life of a family income earner during
his or her working life. If the insured lives to retirement, cash value 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.
Loans or surrenders reduce the Policy's death benefit.

Because the Policy provides a death benefit and cash value accumulation, you
can use the Policy for various individual and business planning purposes. If
you purchase the Policy for such purposes, you assume 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 you don't pay sufficient premiums or maintain cash
values, the Policy may lapse or may not accumulate sufficient cash value or
net cash value to fund the purpose for which you purchased the Policy. Because
the Policy is designed to provide benefits on a long-term basis, before
purchasing a Policy for a specialized purpose, you should consider whether the
long-term nature of the Policy is consistent with your goals. 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-77
<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 No* Yes Yes Yes
included in First
Distribution)
Early Withdrawal Penalties No* Yes*** Yes*** Yes***
Minimum Distribution Rules by No No Yes Yes
Age 70 1/2
Maximum Annual Distribution No No Yes Yes
Rules
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.

This appendix is not tax advice. You should consult with your own tax
advisor for more complete information.

A-78
<PAGE>

APPENDIX F

TAX LAW AND THE DEATH BENEFIT

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 a percentage
of the Policy's cash value. These percentages are set forth below.

TABLE I

<TABLE>
<CAPTION>
AGE OF AGE OF
INSURED AT START OF PERCENTAGE OF INSURED AT START OF PERCENTAGE OF
THE POLICY YEAR CASH VALUE* THE POLICY YEAR CASH VALUE*
------------------- ------------- ------------------- -------------
<S> <C> <C> <C>
0 through 40 250 61 128
41 243 62 126
42 236 63 124
43 229 64 122
44 222 65 120
45 215 66 119
46 209 67 118
47 203 68 117
48 197 69 116
49 191 70 115
50 185 71 113
51 178 72 111
52 171 73 109
53 164 74 107
54 157 75 through 90 105
55 150 91 104
56 146 92 103
57 142 93 102
58 138 94 through 99 101
59 134 100 100
60 130
</TABLE>
- --------

*including the pro rata portion of any Monthly Deduction made for a period
beyond the date of death.

A-79
<PAGE>

Part II

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.

II - 1
<PAGE>

REPRESENTATIONS

New England Life Insurance Company hereby represents that the fees and
charges deducted under the flexible premium adjustable variable 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.

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 79 pages.

The undertaking to file reports.

The undertaking pursuant to Rule 484(b) under the Securities Act of
1933.

Representations.

The signatures.

Written consents of the following persons:

H. James Wilson, Esq. (see Exhibit 3(i) below)
Rodney J. Chandler, F.S.A., M.A.A.A.
(see Exhibit 3(ii) below)(to be filed by amendment)
Sutherland Asbill & Brennan LLP (see Exhibit 6 below)
(to be filed by amendment)
Independent Auditors (see Exhibit 11 below)
(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 NELICO and its
General Agents ***

II - 2
<PAGE>

(ii) Form of contract between NEVLICO and its
Agents ****

(5) (a) Specimen of Policy +
(b) Riders and Endorsements +
(c) Temporary Term Rider
(6) (a) Amended and restated Articles of Incorporation ##
(b) Amended and restated By-Laws of NELICO *
(7) None
(8) None
(9) None

(10) (a) Specimens of Application for Policy +
(b) Additional Application for Policy
2. See Exhibit 3(i)
3.(i) Opinion and Consent of H. James Wilson,
Esquire #

(ii) Opinion and Consent of Rodney J. Chandler,
F.S.A., M.A.A.A. (to be filed by amendment)
4. None
5. Inapplicable

6. Consent of Sutherland Asbill & Brennan LLP
(to be filed by amendment)
7. (i) Powers of Attorney##

(ii) Powers of Attorney of James M. Benson, Robert H.
Benmosche and Catherine A. Rein ++
(iii) Powers of Attorney for David Rogers and
Richard Robinson
8. Notice of Withdrawal Right for Policies #
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)(ii) 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 #

II - 3
<PAGE>

(iii) Participation Agreement among Variable
Insurance Products Fund II, Fidelity
Distributors Corporation and New England
Variable Life Insurance Company #

15. Representations, Description, and Undertaking
Pursuant to Rule 6e-3(T)(b)(13)(iii)(F) #

- ---------

# 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.

## Incorporated herein by reference to the Variable Account's Form S-6
Registration Statement, File No. 333-21767, filed February 13, 1997.

* Incorporated herein by reference to the Pre-effective Amendment No. 1
to the Variable Account's Form S-6 Registration Statement, File No.
333-21767, filed July 16, 1997.

** Incorporated herein by reference to the Variable Account's Form S-6
Registration Statement, File No.333-46401, filed February 17, 1998.

*** Incorporated herein by reference to Post-Effective Amendment No. 9 to
the Variable Account's Form S-6 Registration Statement, File No.
33-66864, filed February 25, 1998.

**** Incorporated herein by reference to Post-Effective Amendment No. 9 to
the Variable Account's Form S-6 Registration Statement, File No.
33-52050, filed April 24, 1998.

+ Incorporated herein by reference to Post-Effective Amendment No. 3 to
the Variable Account's Form S-6 Registration Statement, File No.
33-88082, filed April 24, 1998.

++ Incorporated herein by reference to Pre-Effective Amendment No. 1 to
the Variable Account's Form S-6 Registration Statement, File No.
333-46401, filed July 9, 1998.

(vul)
II - 4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant, New England Variable Life Separate Account, has duly caused this
amendment to the 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 19th day of January, 1999.

New England Variable Life Separate
Account
(Registrant)

By: New England Life Insurance
Company
(Depositor)

By: /s/ H. James Wilson
--------------------------
H. James Wilson
Executive Vice President and
General Counsel

Attest:

/s/ Marie C. Swift
- ------------------
Marie C. Swift

II - 5
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, New England
Life Insurance Company has duly caused this amendment to the 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 19th day of January, 1999.

New England Life Insurance Company
(Seal)

Attest:/s/ Marie C. Swift By: /s/ H. James Wilson
------------------- -------------------------
Marie C. Swift H. James Wilson
Executive Vice President and
General Counsel

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated on January 19, 1999.

_______*______________ Chairman, President and
James M. Benson Chief Executive Officer

_______*______________ Director
Robert H. Benmosche

_______*______________ Director
Susan C. Crampton

_______*______________ Director
Edward A. Fox

_______*______________ Director
George J. Goodman

_______*______________ Director
Evelyn E. Handler

_______*______________ Director
Philip K. Howard, Esq.

_______*______________ Director
Bernard A. Leventhal

_______*______________ Director
Thomas J. May

_______*______________ Director
Stewart G. Nagler

II - 6
<PAGE>

_______*______________ Director
Catherine A. Rein

_______*______________ Second Vice President and
Richard A. Robinson Chief Accounting Officer

_______*______________ Executive Vice President and
David Y. Rogers Chief Financial Officer

_______*______________ Director
Rand N. Stowell

__________*____________ Director
Alexander B. Trowbridge

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

* Executed by Anne M. Goggin, Esquire on behalf of those indicated pursuant
to powers of attorney filed herewith and with the Variable Account's Form
S-6 Registration Statement, File No. 333-21767, on February 13, 1997 and
Pre-Effective Amendment No. 1 to the Variable Account's Form S-6
Registration Statement, File No. 333-46401, on July 9, 1998.

II - 7
<PAGE>

EXHIBIT LIST

Sequentially
Exhibit Number Title Numbered Page*

1.A.5(c) Temporary Term Rider

1.A.10(b) Application for Policy

7 (iii) Powers of Attorney for
David Y. Rogers and
Richard A. Robinson

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

u:\VUL.ms

<PAGE>

Exhibit 1.A5(c)

NEV-40

Rider: Temporary Term Insurance

The Company agrees that the Policy and its Riders will be in force as temporary
term insurance from the Date of Issue to the Policy Date. During that period the
amounts of insurance under the Policy and its Riders will be the same as the
amounts on the Policy Date.

The premium for this Rider is due on the Date of Issue in the amount shown in
the Policy Schedule.

During the temporary term insurance period the Policy will have no cash or loan
value.

This Rider is made a part of the Policy to which it is attached if the Rider is
listed in the Policy Schedule.

New England Variable Life Insurance Company
501 Boylston Street, Boston, Massachusetts

John A. Fibiger Kernan F. King
/s/ /s/
President Secretary

<PAGE>
Policy Number
-----------------------------------

[LOGO OF NEW ENGLAND FINANCIAL/(TM)/ A METLIFE AFFILIATE APPEARS HERE]
501 Boylston Street Boston, Massachusetts 02116-3700
Exhibit 1.A.(10)(b)

APPLICATION TO NEW ENGLAND LIFE INSURANCE COMPANY
PART I PERSONAL STATEMENT
- --------------------------------------------------------------------------------
Questions below pertain to the Proposed Insured unless otherwise indicated.

- --------------------------------------------------------------------------------
Proposed Insured

1. Name as it should appear in the policy (first name, middle, last)

--------------------------------------------------------------------
2. Residence address
--------------------------------------------------------------------
City State Zip
--------------------------------------------------------------------
3. Home number ( )
--------------------------------------------------------------------
4. Social security number
--------------------------------------------------------------------
5. Sex [_]Female [_]Male
--------------------------------------------------------------------
6. Date of birth / /
--------------------------------------------------------------------
7. Age nearest birthday
--------------------------------------------------------------------
8. Birthplace: State Country
--------------------------------------------------------------------
9. U.S. citizen If No, complete supplement form. [_]Yes [_]No

10. Marital status

[_]Single [_]Married [_]Widowed [_]Separated [_]Divorced

11. If Proposed Insured's name has been changed in the past 10 years,
give former names.

--------------------------------------------------------------------
12. a. Business/Employer's name
--------------------------------------------------------------------
b. Business address
--------------------------------------------------------------------

--------------------------------------------------------------------
City State Zip
--------------------------------------------------------------------
c. Business number ( )
--------------------------------------------------------------------
13. Preferred calling time for follow up Personal History Interview

(EST business hours)
AM PM at [_]Home [_]Business
--------------------------------------------------------------------
14. a. Occupation If Juvenile or Dependent Insured complete with payor
data.

--------------------------------------------------------------------
b. Exact duties
--------------------------------------------------------------------
c. Annual income $
--------------------------------------------------------------------
d. Net worth $
--------------------------------------------------------------------
e. Household income if different than Annual $
--------------------------------------------------------------------
f. Tax bracket for Variable products only %
--------------------------------------------------------------------

APP-557-98 Application for Life Insurance 1
<PAGE>

- --------------------------------------------------------------------------------
Owner If business, also complete Business Supplement. List successive Owners
and relationship to Proposed Insured in Remarks section, in a numbered
sequence.
15. a. [_] Proposed Insured
[_] Other Provide name, address and relationship below.

Name
------------------------------------------------------------------
Street Address
------------------------------------------------------------------
City State Zip
------------------------------------------------------------------
Relationship
------------------------------------------------------------------
b. First owner's social security number/taxpayer ID

Complete if other than Proposed Insured.

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

- --------------------------------------------------------------------------------
Premium Notification
16. [_] Proposed Insured at home
[_] Proposed Insured at business
[_] Owner If other than Proposed Insured.
[_] Other Provide name and address below.

Name
-----------------------------------------------------------------------
Street Address
-----------------------------------------------------------------------
City State Zip
-----------------------------------------------------------------------

- --------------------------------------------------------------------------------
Beneficiary If business, also complete Business Supplement. List additional
Beneficiaries and relationship to Proposed Insured in Remarks
section.

17. Primary Check appropriate box or provide details.

[_]Children of the Insured [_]Estate of the Insured [_]Split equally

Name %
-----------------------------------------------------------------------
Relationship
-----------------------------------------------------------------------
Name %
-----------------------------------------------------------------------
Relationship
-----------------------------------------------------------------------
Name %
-----------------------------------------------------------------------
Relationship
-----------------------------------------------------------------------

18. Secondary Check appropriate box or provide details.

[_]Children of the Insured [_]Estate of the Insured [_]Split equally

APP-557-98 Application for Life Insurance 2
<PAGE>

- --------------------------------------------------------------------------------
Plan

19. Plan 20. Face Amount $
--------------------------------- -----------------------------

21. Dividend option(s) for non-term insurance products only.

[_] Cash [_] Accumulations

[_] Premium Reduction [_] Paid-Up Additions

If Universal or Variable Universal Life policy:

22. a. Planned Annual Premium State source of funds, if $10,000 or greater.
---------------------------------------------------------------------
First Year $ Renewal $ Lump sum $
---------------------------------------------------------------------
b. Death Benefit Option, if available under policy applied for see
Prospectus for further explanation.

[_] Option 1 Face Amount [_] Option 2 Face Amount plus Cash Value

c. [_] Waiver of Monthly Deductions

If Variable Life policy:

23. a. If available under policy applied for, Planned Annual Unscheduled
Payment State source of funds, if $10,000 or greater. $
---------------------------------------------------------------------
b. 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
c. If available under policy applied for, is the Special Premium Option
elected for premiums in default? Yes [_] No [_]

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/Riders

24. [_] Level Term $
------------------------------------------------------------------------

25. [_] Paid-Up Additions (PUAR) State source of funds, if $10,000 or
greater.
------------------------------------------------------------------------
[_] Lump sum at issue $
------------------------------------------------------------------
[_] Annual: At issue $ Thereafter $
------------------------------------------------------------------

26. [_] Additional Protection (FTR) $
------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
[_] Level
[_] Increasing Increase percentage % Number of years
------------------------------------------------------- -----------------------------------------
[_] Offset Amount for list billed policies only $ Offset Year
------------------------------------------------------- -----------------------------------------

27. a. [_] Waiver of Premium - Proposed Insured 29. a. [_] Accidental Death $
-----------------------------------------
b. [_] Applicant's Waiver - Adult Insured b. [_] Purchase Option $
-----------------------------------------
Complete additional form. c. [_] Spouse Rider $
-----------------------------------------
c. [_] Applicant's Waiver - Juvenile Insured. Complete additional form.
Complete additional form.
d. [_] Children's Rider $
-----------------------------------------
[_] Death or disability [_] Death only Complete additional form.

28. [_] 1 Year Term, Purchased with Dividends e. [_] Accelerated Benefit $
-----------------------------------------
f. [_] GIB Rider $
-----------------------------------------
g. [_] Other
-----------------------------------------
[_] Other
-----------------------------------------
[_] Other
-----------------------------------------
[_] Other
-----------------------------------------
</TABLE>

APP-557-98 Application for Life Insurance 3
<PAGE>

Complete Questions 30-34 for Variable and Variable Universal Life only
- --------------------------------------------------------------------------------
30. Owner's Information Complete questions 30 a-g only if owner is other
than Proposed Insured.

a. Occupation
--------------------------------------------------------------------
b. Employer's name and address
--------------------------------------------------------------------

--------------------------------------------------------------------
c. Age d. State of residence
--------------------------- ----------------------------------
e. Annual income $ f. Net worth $
--------------------------- ----------------------------------
g. Tax bracket % h. Is Owner associated with a member
--------------------------- firm of the NASD?
[_] Yes [_] No If Yes, give
name and address
of firm.
----------------------------------

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

31. Account Allocation * Indicate Whole Percentages. Attach additional
sheet if necessary.
<TABLE>
<CAPTION>

Stability Growth continued Other
<S> <C> <C> <C>

% Fixed Account % Westpeak Stock Index %
------- ------- ----- ----------------
% Back Bay Advisors Money Market % Fidelity VIP Equity Income %
------- ------- ----- ----------------
% Westpeak Growth & Income %
------- ----- ----------------
Income % Davis Venture Value %
------- ----- ----------------
% Back Bay Advisors Bond Income % Goldman Sachs Midcap Value %
------- ------- ----- ----------------
% Fidelity VIP High Income % Capital Growth %
------- ------- ----- ----------------
% Alger Equity Growth %
------- ----- ----------------
Growth % Fidelity VIP Overseas %
------- ----- ----------------
% Back Bay Advisors Managed % Loomis Sayles Small Cap %
------- ------- ----- ----------------
% Fidelity VIP II Asset Manager % Morgan Stanley International %
------- ------- Equity ----- ----------------
% Loomis Sayles Balanced %
------- ----- ----------------
</TABLE>

*Total Account Allocations must equal 100%

- --------------------------------------------------------------------------------
Suitability Statement by Applicant (Variable and Variable Universal Life only)
<TABLE>
<S> <C> <C>
32. a. Did you receive the prospectus? [_] Yes [_] No
b. Prospectus number c. Prospectus date / /
--------------------------------- --------------------------------

33. Do you understand that:
a. the Option 2 death benefit may increase or decrease depending on the policy's
investment return, but will never be less than the guaranteed minimum? [_] Yes [_] No
b. the cash value may increase or decrease depending on the policy's investment return? [_] Yes [_] No

34. Do you believe that this policy will meet your insurance needs and financial objectives? [_] Yes [-] No
</TABLE>

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.

AAP-557-98 Application for Life Insurance 4
<PAGE>

- --------------------------------------------------------------------------------
Existing Insurance

35. Indicate life insurance policies in force for the Proposed Insured. If
none, so state.

Type: P=Personal, B=Business, G=Group
<TABLE>
<CAPTION>
Company Type (circle one) Year of Issue Life Amount Accidental Death Benefit Amount
---------------------------- ----------------- -------------- ------------ ---------------------------
<S> <C> <C> <C> <C>

P B G $ $
---------------------------- ----------------- -------------- ------------ ---------------------------
P B G $ $
---------------------------- ----------------- -------------- ------------ ---------------------------
P B G $ $
---------------------------- ----------------- -------------- ------------ ---------------------------
P B G $ $
---------------------------- ----------------- -------------- ------------ ---------------------------
P B G $ $
---------------------------- ----------------- -------------- ------------ ---------------------------
P B G $ $
---------------------------- ----------------- -------------- ------------ ---------------------------
</TABLE>

36. a. If Juvenile or Dependent Proposed Insured, state relation to and
amount of life insurance in force or applied for on person
responsible for support.

Relationship to Proposed Insured Amount of Insurance $
---------------------------------------------------------------------
b. If Juvenile, are there any other children insured
for less than this child? If Yes, give details in [_] Yes [_] No
Remarks section.

- --------------------------------------------------------------------------------
Replacement

37. Will any life insurance or annuity issued by this or [_] Yes [_] No
any other company be replaced as a result of this
Application for insurance? If Yes, complete the
following and submit replacement forms if required.

Company 1035 Exchange Policy Date Policy Number Amount
--------------------- --------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
[_] Yes [_] No $
--------------------- --------------- --------------- ---------------- ----------------
[_] Yes [_] No $
--------------------- --------------- --------------- ---------------- ----------------
[_] Yes [_] No $
--------------------- --------------- --------------- ---------------- ----------------
</TABLE>

38. Has life or disability insurance on your life ever [_] Yes [_] No
been declined, postponed or modified as to plan,
amount or rate? If Yes, give details in
Remarks section.

- --------------------------------------------------------------------------------
Avocation and Health

39. Driver license # State
-----------------------------------------------------------------------

40. a. Have you used any form of tobacco in the past year? [_] Yes [_] No

b. If Yes [_] Cigarettes [_] Other (cigar, pipe,
smokeless, chew, patch, nicotine substitute)

41. Have you been convicted of: driving under the influence [_] Yes [_] No
of alcohol or drugs in the past 10 years; or two or
more moving violations in the past 2 years? If Yes,
complete supplemental form.

42. Have you in the past 2 years participated in, or do [_] Yes [_] No
you intend to participate in: any flights as a trainee,
pilot or crew member; underwater sports (SCUBA diving,
hardhat, skin diving, snorkeling); sky sports (skydiving,
hang gliding, parachuting, ballooning); or racing sports
(auto, motorcycle, motorboat) or other hazardous avocations?
If Yes, complete supplemental form.

43. Do you intend to travel or reside outside of the United [_] Yes [_] No
States (excluding Canada)?
If Yes, give details in Remarks section.

44. a. Have you had any treatment for or consultation with a [_] Yes [_] No
physician concerning a heart attack, a stroke or cancer
(other than skin cancer) within the past 2 years? If Yes,
give details in Remarks section.

b. Have you had any change in health or any treatment [_] Yes [_] No
by or diagnostic consultation with a physician since
the date of the Part II of this Application? If Yes,
give details in Remarks section.

APP-557-98 Application for Life Insurance 5
<PAGE>

- --------------------------------------------------------------------------------
Premium Payment

45. [_] Annual [_] Semi-annual [_] Quarterly

MSA number [_] New account Complete
------------------------------- separate MSA Authorization.
[_] Add to existing MSA
List bill number Payroll Deduct Case number
---------------------------------------------------------------

[_] Level billing option Complete additional form.

46. [_] Automatic payment of premium in default if available

a. From Dividend Accumulations for traditional
permanent plans only [_] Yes [_] No

b. By Policy Loan for traditional permanent plans
and variable life [_] Yes [_] No

- --------------------------------------------------------------------------------
Prepayment If questions 44 a. or b. were answered Yes, no prepayment is
permitted.

47. a. [_] Amount $ [_] None
--------------------------------------------
Complete Prepayment Receipt and Temporary Life
Insurance Agreement

b. Do you understand and agree to all of the [_] Yes [_] No
limits, conditions and provisions of
APP-535-98, the Prepayment Receipt and
Temporary Life Insurance Agreement?

- --------------------------------------------------------------------------------
Policy Date

48. a. If available, special Policy Date requested is / / or
---------------------------------------------------------------

b. Latest date that retains Proposed Insured's age
last birthday / /
---------------------------------------------------------------

- --------------------------------------------------------------------------------
Remarks/Special Requests for Additional Coverage Attach additional sheet, if
necessary.

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

AAP-557-98 Application for Life Insurance 6
<PAGE>

PART II MEDICAL HISTORY OF PROPOSED INSURED
- --------------------------------------------------------------------------------
For each Yes answer to questions 1-9, please provide details in question 11.

1. a. Name, address and phone # of your personal physician.
--------------------------------------------------------------------

--------------------------------------------------------------------
b. Have you in the past 5 years consulted this, or any Yes [_] No [_]
other physician for a routine checkup or physical
examination?
2. Within the past 10 years, have you been treated for Yes [_] No [_]
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?
3. Have you ever received treatment, advice or counseling Yes [_] No [_]
from a physician, other practitioner or an organization
for excess alcohol use?
4. Have you ever used cocaine or other drugs except as Yes [_] No [_]
prescribed by a physician or licensed practitioner?
5. Have you ever been treated by a member of the medical Yes [_] No [_]
profession for, or been diagnosed by a member of the
medical profession as having, Acquired Immune Deficiency
Syndrome (AIDS) or AIDS-Related Complex (ARC)?
6. Have you ever been treated for or diagnosed as having:
a. Cancer; cyst; tumor; or diabetes? Yes [_] No [_]
b. High blood pressure; stroke; heart murmur; disease Yes [_] No [_]
or disorder of the heart, blood or circulatory
system?
c. Any mental or nervous disorder; epilepsy; any Yes [_] No [_]
muscular or skeletal disorder; or any paralysis or
deformity?
d. Disease or disorder of: kidneys, lungs, stomach, Yes [_] No [_]
liver, lymph glands; digestive system; or urinary
system?
7. Are you now receiving any treatment or medication? Yes [_] No [_]
8. Other than the above, do you have any other physical Yes [_] No [_]
disorders, or have you within the past 5 years: had
any other diagnostic consultations for other than AIDS
or ARC; been a patient in a medical facility; or been
advised to have any other diagnostic tests other than
an HIV test, hospitalization or surgery?
9. a. Height ft. in. b. Weight lbs.
---------------------------- ---------------------------
c. Have you had any change in weight in the past year? Yes [_] No [_]
d. If Yes, how much? [_] Gain lbs. [_] Loss lbs.
----------------------- ------------------------
<TABLE>
<CAPTION>
10. Family history Age(s) if living Age(s) at death Health status or cause of death
------------------------------------- ---------------- ----------------- -------------------------------------
<S> <C> <C> <C>
Father
------------------------------------- ---------------- ----------------- -------------------------------------
Mother
------------------------------------- ---------------- ----------------- -------------------------------------
Siblings # Living # Deceased
------------------------------------- ---------------- ----------------- -------------------------------------
<CAPTION>

11. Explain Yes answers to questions 1-9 below. Attach additional sheet, if necessary.

Initial Last
Question consult/onset consult/recovery Type of consult, diagnosis, Physician/facility
#/Letter Month/year Month/year treatment, medication, etc. name, address & phone #
---------- ------------- ---------------- -------------------------------- -------------------------------
<S> <C> <C> <C> <C>

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

---------- ------------- ---------------- -------------------------------- -------------------------------
</TABLE>

Application for Life Insurance 7
<PAGE>

NEW ENGLAND LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
Company use only: 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 Life 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; and (b) there
has been no change in insurability as represented in this Application since the
date of the Application.

Limitation on Authority of Producers and Examiners. Producers 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 the 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 authorize the preparation and procurement of an investigative consumer report.

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.

- --------------------------------------------------------------------------------
Owner's Certification (in lieu of W-9)

[_] 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.

- --------------------------------------------------------------------------------
Signatures

Signed at: City State Date / /
- --------------------------------------------------------------------------------
X Proposed Insured (Parent, if Proposed Insured is under age 15)
- --------------------------------------------------------------------------------
X Applicant if other than Proposed Insured
- --------------------------------------------------------------------------------
X Owner if other than Proposed Insured or Applicant Date / /
- --------------------------------------------------------------------------------
X Producer
- --------------------------------------------------------------------------------
If Issue State is Florida, Producer Print Name here
- --------------------------------------------------------------------------------
Florida State Insurance License #:
- --------------------------------------------------------------------------------

Application for Life Insurance 8

<PAGE>

Exhibit 7 (iii)
POWER OF ATTORNEY
-----------------

David Y. Rogers

I, an officer of New England Life Insurance Company, a Massachusetts
corporation, hereby constitute and appoint Anne M. Goggin, Rodney J. Chandler,
Michele H. Abate, Marie C. Swift and H. James Wilson, each of them singly, my
true and lawful attorneys, with full power to them and each of them to sign for
me and in my name and in the capacities indicated below, the Registration
Statements filed with the Securities and Exchange Commission for the purpose of
registering 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 my signature as it may be
signed by my said attorneys to said Registration Statements and any and all
amendments thereto.

In addition, I, an officer of New England Life Insurance Company, a
Massachusetts corporation, hereby constitute and appoint Anne M. Goggin, Rodney
J. Chandler, Michele H. Abate, Marie C. Swift and H. James Wilson, each of them
singly, my true and lawful attorneys, with full power to them and each of them
to sign for me and in my name and in the capacities indicated below, the
Registration Statements filed with the Securities and Exchange Commission for
the purpose of registering 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 my
signature as it may be signed by my said attorneys to said Registration
Statements and any and all amendments thereto.

Witness my hand on the 19th of January, 1999.

/s/ David Y. Rogers
-------------------
David Y. Rogers
Executive Vice President and
Chief Financial Officer
<PAGE>

POWER OF ATTORNEY
-----------------

Richard A. Robinson

Witness my hand on the 12th of January, 1999.

/s/ Richard A. Robinson
-----------------------
Richard A. Robinson
Second Vice President and
Chief Accounting Officer