PREFERRED LIFE VARIABLE ACCOUNT C
497, 1998-12-09
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Profile of the
Valuemark IV
Variable Annuity
Contract

PREFERRED LIFE INSURANCE
COMPANY OF NEW YORK


May 1, 1998

THIS PROFILE IS A SUMMARY OF SOME OF THE MORE  IMPORTANT  POINTS THAT YOU SHOULD
CONSIDER AND KNOW BEFORE  PURCHASING THE VALUEMARK IV VARIABLE  ANNUITY CONTRACT
WITH A FIXED  OPTION.  THE CONTRACT IS MORE FULLY  DESCRIBED  IN THE  PROSPECTUS
WHICH ACCOMPANIES THIS PROFILE. PLEASE READ THE PROSPECTUS CAREFULLY.



1. THE VALUEMARK IV
VARIABLE ANNUITY CONTRACT.

The variable  annuity  contract  with a fixed option  offered by Preferred  Life
Insurance  Company of New York (Preferred  Life) is a contract  between you, the
owner, and Preferred Life, an insurance  company.  The Contract provides a means
for investing on a tax-deferred basis in 25 portfolios of the Franklin Valuemark
Funds,  a series fund,  and a fixed option of  Preferred  Life.  The Contract is
intended  for  retirement  savings or other  long-term  investment  purposes and
provides for a death benefit and guaranteed annuity income options.

The  Contract  has 26  investment  options.  There are 25  portfolios  which are
managed by Franklin Advisers, Inc. and its Templeton and Franklin affiliates.  A
list of the  available  portfolios  is  contained in Section 4.  Depending  upon
market  conditions,  you can  make or lose  money in the  Contract  based on the
portfolios'  investment  performance.  The  portfolios  are  designed to offer a
better return than the fixed option, however, this is not guaranteed.

The fixed option offers an interest  rate that is guaranteed by Preferred  Life.
The interest  rate is set monthly and is  guaranteed  for 12 months.  While your
money is in the fixed option,  the interest your money will earn as well as your
principal is guaranteed by Preferred Life.

Preferred  Life reserves the right to limit the number of  portfolios  which you
may  invest in at any one time (now or in the  future).  Currently,  you can put
your money in 10  investment  options  (which  includes any of the 25 portfolios
listed in Section 4 and the Preferred Life fixed option).

Like  all  deferred  annuity  contracts,  your  Contract  has  two  phases:  the
accumulation  phase and the payout phase.  During the accumulation  phase,  your
earnings  accumulate  on a  tax-deferred  basis and are based on the  investment
performance of the  portfolio(s) you selected and/or the interest rate earned on
the money you have in the fixed  option.  During  the  accumulation  phase,  the
earnings  are taxed as income only when you make a  surrender.  The payout phase
occurs when you begin receiving regular payments from your Contract.  The amount
of the payments you may receive during the payout phase depends in part upon the
amount  of  money  you  are  able to  accumulate  in your  Contract  during  the
accumulation phase.


2. ANNUITY PAYMENTS
(THE PAYOUT PHASE).

You can receive monthly annuity  payments from your Contract by selecting one of
the following annuity options (all of these options assume you are the owner and
the  annuitant):  (1) payments for your life; (2) payments for your life, but if
you die before  payments have been made for the guaranteed  period you selected,
payments will continue for the remainder of the guaranteed  period (5,10,  15 or
20 years); (3) payments during the joint lifetime of you and the joint annuitant
when either of you die,  payments will  continue as long as the survivor  lives;
(4) payments  during the joint lifetime of you and the joint  annuitant,  but if
you or the joint annuitant die before payments have been made for the guaranteed
period you selected,  payments will continue for the remainder of the guaranteed
period (5, 10, 15 or 20 years);  and (5)  payments  during your life ending with
the last  payment  due prior to your death with a  guarantee  that at your death
Preferred Life will make a refund to your beneficiary.  Once you begin receiving
regular  payments,  you cannot  change your  annuity  option or  surrender  your
Contract.

During the payout  phase,  you may select from the  portfolios  available or the
fixed  option for your  investment  choices.  You may elect to  receive  annuity
payments as a variable payout, a fixed payout,  or a combination of both. If you
choose to have any part of your payments  based on portfolio  performance  (i.e.
variable payout),  the dollar amount of your annuity payments may go up or down,
depending on the investment performance.


3. PURCHASE.

You can buy the Contract with $5,000 or more under most  circumstances.  You can
add $250 or more any time you like during the accumulation  phase.  Contact your
registered  representative  to help you fill out the proper  forms.  You and the
annuitant  cannot be older  than 85 years old at the time you buy the  Contract.
This product is not appropriate for market timers.



4. INVESTMENT OPTIONS.

You may invest in the Preferred Life fixed option or the following portfolios of
Franklin Valuemark Funds:

PORTFOLIO SEEKING STABILITY
OF PRINCIPAL AND INCOME:
Money Market Fund

PORTFOLIOS SEEKING
CURRENT INCOME:
High Income Fund
Templeton Global Income Securities Fund
U.S. Government Securities Fund
Zero Coupon Funds - 2000, 2005 and 2010

PORTFOLIOS SEEKING
GROWTH AND INCOME:
Global Utilities Securities Fund
Growth and Income Fund
Income Securities Fund
Mutual Shares Securities Fund
Real Estate Securities Fund
Rising Dividends Fund
Templeton Global Asset Allocation Fund
Value Securities Fund


PORTFOLIOS SEEKING
CAPITAL GROWTH:
Capital  Growth  Fund 
Global  Health  Care  Securities  Fund  
Mutual  Discovery Securities  Fund  
Natural  Resources  Securities  Fund 
Small Cap Fund  
Templeton Developing   Markets  Equity  Fund   
Templeton   Global  Growth  Fund  
Templeton International Equity Fund 
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund

The  portfolios  are fully  described  in the attached  prospectus  for Franklin
Valuemark   Funds.  You  can  make  or  lose  money  based  on  the  portfolios'
performance.  THE GLOBAL HEALTH CARE  SECURITIES  FUND AND THE VALUE  SECURITIES
FUND ARE NOT  AVAILABLE  IN NEW YORK UNTIL  APPROVED  BY THE NEW YORK  INSURANCE
DEPARTMENT. (CHECK WITH YOUR REGISTERED REPRESENTATIVE REGARDING AVAILABILITY.)



5. EXPENSES.

The Contract has insurance features and investment features, and there are costs
related to each.

The annual  insurance  charges  total 1.49% of the  average  daily value of your
Contract allocated to the portfolios during the accumulation phase (1.40% during
the  payout  phase).  Each  year  Preferred  Life also  deducts  a $30  contract
maintenance  charge from your Contract.  Preferred  Life  currently  waives this
charge if the cumulative  value of all your  Valuemark IV Contracts  (registered
with the same  social  security  number)  are at least  $50,000.  There are also
annual portfolio charges which vary depending upon the portfolios you select. In
1997, these expenses ranged from .40% to 1.42% of the average daily value of the
portfolios.

You can  transfer  between  investment  options  up to 12  times a year  without
charge.  After 12 transfers,  the charge is $25 or 2% of the amount transferred,
whichever is less. Market timing transfers may not be permitted.

If you  make a  surrender  from  the  Contract,  Preferred  Life  may  assess  a
contingent  deferred sales charge (surrender  charge).  The amount of the charge
depends upon how long Preferred Life has had your payment. Each purchase payment
you add to your  Contract has its own 7 year  contingent  deferred  sales charge
period. The charge is:

<TABLE>
<CAPTION>

                             Contingent deferred
          Years Since   sales charge (as a percentage
       Purchase Payment     of purchase payments)
         ------------        ------------------
              <S>                    <C>
              0-1                    6%
              1-2                    6%
              2-3                    6%
              3-4                    5%
              4-5                    4%
              5-6                    3%
              6-7                    2%
              7+                     0%
</TABLE>

Under certain  circumstances,  after the first year,  Preferred Life will permit
you to access your money in the Contract without deducting a contingent deferred
sales charge if you become disabled.

The  State of New York  does not  currently  impose a  premium  tax on  purchase
payments for annuities.

We have provided the following chart to help you understand the expenses in your
Contract. The column "Total Annual Expenses" shows the total of the $30 contract
maintenance  charge (which is  represented as .10% below),  the 1.49%  insurance
charges and the total 1997 annual portfolio  expenses for each portfolio (actual
portfolio  expenses  vary from year to year).  The next two columns show you two
examples  of the  expenses,  in  dollars,  you would pay under a  Contract.  The
examples  assume that you invested  $1,000 in a Contract which earns 5% annually
and that you surrender your  Contract:  (1) at the end of year 1, and (2) at the
end of year 10. For year 1, the Total  Annual  Expenses  are assessed as well as
the contingent  deferred sales charge. For year 10, the Total Annual Charges are
assessed but no contingent deferred sales charge is deducted. The premium tax is
assumed  to be 0% in  both  examples.  These  are  just  examples.  They  do not
represent past or future expenses or returns.

<TABLE>
<CAPTION>
                                                                                                 EXAMPLES:

                                                    Total       Total
                                                    Annual      Annual          Total              Expenses at end of:
                                                    Insurance   Portfolio       Annual
Portfolio                                           Charges     Expenses        Expenses         1 Year      10 Years
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>           <C>              <C>         <C>
Capital Growth                                      1.59%         .77%          2.36%            $84         $270

Global Health Care Securities                       1.59%         .86%          2.45%            $85         $279

Global Utilities Securities                         1.59%         .50%          2.09%            $81         $242

Growth and Income                                   1.59%         .49%          2.08%            $81         $241

High Income                                         1.59%         .53%          2.12%            $82         $245

Income Securities                                   1.59%         .50%          2.09%            $81         $242

Money Market                                        1.59%         .53%          2.12%            $82         $245

Mutual Discovery Securities                         1.59%        1.06%          2.65%            $87         $299

Mutual Shares Securities                            1.59%         .80%          2.39%            $84         $273

Natural Resources Securities                        1.59%         .69%          2.28%            $83         $261

Real Estate Securities                              1.59%         .54%          2.13%            $82         $246

Rising Dividends                                    1.59%         .74%          2.33%            $84         $266

Small Cap                                           1.59%         .77%          2.36%            $84         $270

Templeton Developing Markets Equity                 1.59%        1.42%          3.01%            $90         $333

Templeton Global Asset Allocation                   1.59%         .94%          2.53%            $86         $287

Templeton Global Growth                             1.59%         .88%          2.47%            $85         $281

Templeton Global Income Securities                  1.59%         .62%          2.21%            $82         $254

Templeton International Equity                      1.59%         .89%          2.48%            $85         $282

Templeton International Smaller Companies           1.59%        1.06%          2.65%            $87         $299

Templeton Pacific Growth                            1.59%        1.03%          2.62%            $87         $296

U.S. Government Securities                          1.59%         .50%          2.09%            $81         $242

Value Securities                                    1.59%         .81%          2.40%            $84         $274

Zero Coupon 2000                                    1.59%         .40%          1.99%            $80         $231

Zero Coupon 2005                                    1.59%         .40%          1.99%            $80         $231

Zero Coupon 2010                                    1.59%         .40%          1.99%            $80         $231
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

The expenses for the newly formed  portfolios have been estimated.  The expenses
for the Zero Coupon  Funds  reflect  current fee waiver  arrangements.  For more
detailed information, see the Fee Table in the prospectus for the Contract.



6. TAXES.

Any earnings  are not taxed until you take them out. In most cases,  if you take
money out,  earnings come out first and are taxed as income.  If you are younger
than 591/2 when you take money out, you may be charged a 10% federal tax penalty
on the  taxable  amounts  surrendered.  Payments  during  the  payout  phase are
considered  partly a  return  of your  original  investment.  That  part of each
payment is not taxable as income. If the Contract is  tax-qualified,  the entire
payment may be taxable.



7. ACCESS TO YOUR MONEY.

You may make a surrender at any time during the accumulation  phase. Any partial
surrender  must be for at least $500.  You may request a surrender in writing or
by electing the Systematic  Withdrawal Program or Minimum  Distribution  Program
which are briefly described in Section 10 of this Profile. After the first year,
you can  make  multiple  surrenders  up to a total  of 15% of the  value of your
Contract each year without charge from Preferred  Life.  Surrenders in excess of
that amount will be subject to a contingent deferred sales charge. If you do not
surrender  the full 15% in any one  Contract  year,  you may not carry  over the
remaining  percentage  amount to another  year.  Surrenders in excess of the 15%
free  withdrawal  will be  charged a  contingent  deferred  sales  charge  which
declines from 6% to 0% depending  upon the number of complete  years we have had
your payment.  After  Preferred Life has had a payment for 7 years,  there is no
charge for surrenders related to that payment.  Each purchase payment you add to
your Contract has its own 7 year contingent deferred sales charge charge period.
Of course,  you may also have to pay  income tax and a tax  penalty on any money
you take out of the Contract.



8. PERFORMANCE
OF THE PORTFOLIOS.

The value of the Contract will vary up or down depending upon the performance of
the portfolio(s) you choose.

The  following  chart shows total  returns  for the  portfolios  for the periods
shown.  Performance is not shown for the Global Health Care  Securities Fund and
the Value  Securities  Fund because  they were first  offered for sale on May 1,
1998.  These numbers  reflect the insurance  charges,  the contract  maintenance
charge  and the  operating  expenses  of the  portfolios.  These  numbers do not
reflect any contingent  deferred sales charges,  which if applied,  would reduce
such performance. Past performance is not a guarantee of future results.

<TABLE>
<CAPTION>
                                  Calendar Year
- ---------------------------------------------------------------------------------------------------------------------------
Portfolio                                            1997        1996        1995       1994        1993        1992
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>         <C>       <C>          <C>          <C>        <C>               
Capital Growth                                      16.46%        NA          NA         NA          NA          NA

Global Utilities Securities                         24.79%      5.47%      29.32%      -12.97%      8.80%       7.00%

Growth and Income                                   25.76%     12.39%      30.77%       -3.57%      8.58%       5.03%

High Income                                          9.80%     12.10%      17.90%       -3.80%     13.94%      14.43%

Income Securities                                   15.26%      9.52%      20.49%       -7.75%     16.76%      11.45%

Money Market                                         3.59%      3.50%       4.09%        2.20%      0.93%       1.43%

Mutual Discovery Securities                         17.50%        NA          NA         NA          NA          NA
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

                                  Calendar Year
- ---------------------------------------------------------------------------------------------------------------------------
Portfolio                                            1997        1996        1995       1994        1993        1992
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>        <C>         <C>         <C>         <C>        <C>
Mutual Shares Securities                            15.89%        NA          NA         NA          NA          NA

Natural Resources Securities                       -20.27%      2.35%       0.74%       -3.54%     53.23%     -11.56%

Real Estate Securities                              18.81%     30.74%      15.69%        1.27%     17.16%      10.33%

Rising Dividends                                    30.96%     22.23%      27.73%       -5.59%     -4.98%        NA

Small Cap                                           15.59%     27.05%         NA         NA          NA          NA

Templeton Developing Markets Equity                -10.17%     19.68%       1.16%        NA          NA          NA

Templeton Global Asset Allocation                    9.96%     17.95%         NA         NA          NA          NA

Templeton Global Growth                             11.72%     19.38%      10.96%        NA          NA          NA

Templeton Global Income Securities                   0.86%      7.91%      12.88%       -6.49%     14.86%      -1.96%

Templeton International Equity                       9.94%     21.04%       8.86%       -0.72%    -26.58%        NA

Templeton International
Smaller Companies                                   -3.06%        NA          NA         NA          NA          NA

Templeton Pacific Growth                           -37.00%      9.35%       6.28%      -10.24%     45.59%        NA

U.S. Government Securities                           7.59%      1.97%      17.60%       -6.06%      7.99%       5.97%

Zero Coupon 2000                                     5.42%      0.80%      18.79%       -8.22%     14.34%       7.35%

Zero Coupon 2005                                     9.62%     -2.09%      29.71%      -11.01%     20.33%       9.07%

Zero Coupon 2010                                    14.75%     -4.24%      40.59%      -12.38%     23.48%       8.61%

</TABLE>


9. DEATH BENEFIT.

If you die during the  accumulation  phase, the person you have selected as your
beneficiary will receive a death benefit. This death benefit will be the greater
of: 1) the current value of your Contract,  less any taxes, on the day all claim
proofs  and  payment  election  forms  are  received  by  Preferred  Life at the
Valuemark  Service Center;  or 2) (if  applicable) the guaranteed  minimum death
benefit less any taxes. The guaranteed minimum death benefit,  as of the day all
claim proofs and payment  election  forms are received by Preferred  Life at the
Valuemark Service Center, is the greater of: A) payments you have made, less any
money you have taken out and charges paid on the money you have taken out; or B)
the highest  value of the  contract on each  contract  anniversary  prior to the
owner's 76th  birthday or date of death,  increased  by any payments  made since
that  anniversary,  less any money taken out and  charges  paid on the money you
have taken out since that anniversary.



10. OTHER INFORMATION.

Free Look. If you cancel the Contract within 10 days after receiving it, we will
send your money back without assessing a contingent  deferred sales charge.  You
will receive whatever your Contract is worth on the day we receive your request.
This may be more or less than your original payment.

No Probate. In most cases, when you die, your beneficiary will receive the death
benefit without going through probate.

Purchasing  Considerations.  The  Valuemark  IV  Variable  Annuity  Contract  is
designed  for people  seeking  long-term  tax deferred  accumulation  of assets,
generally for retirement or other long-term  purposes.  The tax deferred feature
is most attractive to people in high federal and state tax brackets.  You should
not buy this  Contract if you are looking for a short-term  investment or if you
cannot take the risk of getting back less money than you put in.

Additional Features.

The Contract offers additional  features which you might be interested in. These
include:

Automatic  Investment  Plan - You can  automatically  add to your  Contract on a
monthly  or  quarterly  basis for as little as $100 by  electronic  transfer  of
monies from your savings or checking account.

Dollar  Cost  Averaging  Program - You can  arrange to have a regular  amount of
money  automatically  transferred  from selected  portfolios to other portfolios
each month,  theoretically  this can give you a lower average cost per unit over
time than a single one time purchase. However, there are no guarantees that this
will take place.

Flexible Rebalancing - Preferred Life will automatically  readjust your Contract
value among the portfolios to maintain your specified  allocation  mix. This can
be done quarterly, semi-annually or annually.

Systematic  Withdrawal  Program - You can elect to receive  monthly or quarterly
payments from Preferred Life while your Contract is in the  accumulation  phase.
Of course,  you may have to pay tax  penalties and income taxes on the money you
receive.

Minimum  Distribution  Program - You can  arrange to have money sent to you each
month or quarter to meet certain required  distribution  requirements imposed by
the Internal Revenue Code generally after age 701/2.

These features may not be suitable for your particular situation.



11. INQUIRIES.

If you have any questions about your Contract or need more  information,  please
contact us at:

            Valuemark Service Center
            300 Berwyn Park
            P.O. Box 3031
            Berwyn, PA 19312-0031
            (800) 624-0197




                   THE VALUEMARK IV VARIABLE ANNUITY CONTRACT
                                    issued by
                        PREFERRED LIFE VARIABLE ACCOUNT C
                                       and
                  PREFERRED LIFE INSURANCE COMPANY OF NEW YORK

This  prospectus  describes  the Valuemark IV Variable  Annuity  Contract with a
Fixed Option offered by Preferred Life Insurance  Company of New York (Preferred
Life).

The annuity has 26 investment  options - the 25 Portfolios of Franklin Valuemark
Funds  which are listed  below and a Fixed  Option of  Preferred  Life.  You can
select up to 10 investment  options (which includes any of the Portfolios listed
below and the Fixed Option).

PORTFOLIO SEEKING STABILITY
OF PRINCIPAL AND INCOME
Money Market Fund

PORTFOLIOS SEEKING CURRENT INCOME
High Income Fund
Templeton Global Income Securities Fund
U.S. Government Securities Fund
Zero Coupon Funds - 2000, 2005 and 2010

PORTFOLIOS SEEKING GROWTH AND INCOME
Global Utilities Securities Fund 
Growth and Income Fund 
Income  Securities  Fund 
Mutual Shares  Securities  Fund 
Real Estate Securities  Fund 
Rising  Dividends Fund 
Templeton  Global Asset  Allocation Fund
Value Securities Fund

PORTFOLIOS  SEEKING  CAPITAL  GROWTH
Capital  Growth  Fund  
Global  Health Care Securities Fund 
Mutual Discovery  Securities Fund 
Natural  Resources  Securities Fund 
Small Cap Fund 
Templeton  Developing  Markets Equity Fund 
Templeton  Global Growth Fund 
Templeton International Equity Fund
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund

THE GLOBAL HEALTH CARE  SECURITIES  FUND AND THE VALUE  SECURITIES  FUND ARE NOT
AVAILABLE  IN NEW YORK  UNTIL  APPROVED  BY THE NEW YORK  INSURANCE  DEPARTMENT.
(CHECK WITH YOUR REGISTERED  REPRESENTATIVE REGARDING AVAILABILITY.) Please read
this prospectus before investing and keep it for future  reference.  It contains
important  information  about the Valuemark IV Variable  Annuity Contract with a
Fixed Option.

To learn more about the  annuity  offered by this  prospectus,  you can obtain a
copy of the Statement of Additional Information (SAI) dated May 1, 1998. The SAI
has  been  filed  with the  Securities  and  Exchange  Commission  (SEC)  and is
incorporated by reference into this prospectus. The Table of Contents of the SAI
is  on  Page  19  of  this   prospectus.   The   SEC   maintains   a  Web   site
(http://www.sec.gov)  that contains the SAI, material  incorporated by reference
and other information about registrants that file  electronically  with the SEC.
For a free copy of the SAI,  call us at (800)  342-3863 or write us at: 152 West
57th Street,  18th Floor,  New York,  New York 10019.  

INVESTMENT  IN A VARIABLE  ANNUITY  CONTRACT  IS SUBJECT  TO  INVESTMENT  RISKS,
INCLUDING  THE POSSIBLE  LOSS OF  PRINCIPAL.  THE  CONTRACTS ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY FINANCIAL  INSTITUTION AND ARE
NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,  THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY.

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

This  prospectus is not an offering of the  securities  herein  described in any
state, country, or jurisdiction in which the offering is unauthorized.  No sales
representative,  dealer or other person is authorized to give any information or
make any representations other than those contained in this prospectus.

Dated: May 1, 1998 as supplemented December 7, 1998

TABLE OF CONTENTS
- ----------------------------------------------------------

                                                   Page
INDEX OF TERMS ...................................    3
FEE TABLE ........................................    4
 1. THE VALUEMARK IV
VARIABLE ANNUITY CONTRACT ........................    8
    Contract Owner ...............................    8
    Joint Owner ..................................    8
    Annuitant ....................................    8
    Beneficiary...................................    8
    Assignment ...................................    8
 2. ANNUITY PAYMENTS
(THE PAYOUTPHASE) ................................    9
    Annuity Options ..............................    9
 3. PURCHASE .....................................    9
    Purchase Payments ............................    9
    Automatic Investment Plan ....................   10
    Allocation of Purchase Payments ..............   10
    Free Look ....................................   10
    Accumulation Units ...........................   10
 4. INVESTMENT OPTIONS ...........................   11
    Transfers ....................................   12
    Dollar Cost Averaging Program ................   12
    Flexible Rebalancing .........................   13
    Voting Privileges ............................   13
    Substitution .................................   13
 5. EXPENSES .....................................   13
    Insurance Charges ............................   13
    Mortality and Expense Risk Charge ............   13
    Administrative Charge ........................   13
    Contract Maintenance Charge ..................   13
    Contingent Deferred Sales Charge .............   14
    Waiver of Contingent
Deferred Sales Charge ............................   14
    Reduction or Elimination of the
Contingent Deferred Sales Charge .................   14
    Transfer Fee .................................   14
    Income Taxes .................................   15
    Portfolio Expenses ...........................   15
 6. TAXES ........................................   15
    Annuity Contracts in General .................   15
    Qualified and Non-Qualified Contracts ........   15
    Multiple Contracts ...........................   15
    Surrenders - Non-Qualified Contracts .........   15
    Surrenders - Qualified Contracts .............   16
    Surrenders - Tax-Sheltered Annuities .........   16
    Diversification ..............................   16
 7. ACCESS TO YOUR MONEY .........................   16
    Systematic Withdrawal Program ................   16
    Minimum Distribution Program .................   16
    Suspension of Payments or Transfers ..........   17
 8. PERFORMANCE ..................................   17
 9. DEATH BENEFIT ................................   17
    Upon Your Death ..............................   17
    Death of Annuitant ...........................   18
10. OTHER INFORMATION ............................   19
    Preferred Life ...............................   19
    The Separate Account .........................   19
    Distribution .................................   19
    Administration ...............................   19
    Financial Statements .........................   19
TABLE OF CONTENTS
OF THE STATEMENT OF
ADDITIONAL INFORMATION ...........................   19


INDEX OF TERMS
This prospectus is written in plain English to make it as understandable for you
as possible.  However, there are some technical terms used which are capitalized
in this prospectus.  The page that is indicated below is where you will find the
definition for the word or term.
                                                   Page
Accumulation Phase ...............................    8
Accumulation Unit ................................   10
Annuitant ........................................    8
Annuity Options ..................................    9
Annuity Payments .................................    9
Annuity Unit .....................................   10
Beneficiary ......................................    8
Contract..........................................    8
Contract Owner ...................................    8
Fixed Option .....................................    8
Income Date ......................................    9
Joint Owner ......................................    8
Non-Qualified ....................................   15
Payout Phase .....................................    8
Portfolios .......................................   11
Purchase Payment .................................    9
Qualified ........................................   15
Tax Deferral .....................................   15


<PAGE>


FEE TABLE
CONTRACT  OWNER  TRANSACTION  FEES  Contingent  Deferred  Sales  Charge*  (as  a
percentage of purchase payments)
<TABLE> 
<CAPTION>

                                            Years Since
                                         Purchase Payment   Charge
                                           ------------      -----
                                                <S>           <C>
                                                0-1           6%
                                                1-2           6%
                                                2-3           6%
                                                3-4           5%
                                                4-5           4%
                                                5-6           3%
                                                6-7           2%
                                                7+            0%
</TABLE>

Transfer Fee**...........................................  First 12 transfers in
a  Contract  year  are  free.  Thereafter,  the fee is $25 (or 2% of the  amount
transferred,  if less). Dollar Cost Averaging transfers and Flexible Rebalancing
transfers are not counted.

Contract Maintenance  Charge***...........................  $30 per Contract per
                                                                            year

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Charge****....................    1.34%
Administrative Charge....................................     .15%
                                                            -------
Total Separate Account Annual Expenses...................    1.49%

*Each  year  after  the  first  Contract  year,  you may make  multiple  partial
surrenders  of up to a  total  of 15% of  the  value  of  your  Contract  and no
contingent  deferred  sales charge will be assessed.  See Section 7 - "Access to
Your Money" for additional options.

**The Contract  provides that if more than twelve  transfers have been made in a
Contract  year,  the Company  reserves  the right to deduct a transfer fee which
will not exceed $25 or 2% of the amount transferred. Market timing transfers may
not be permitted.

***During  the  Accumulation  Phase,  the  charge is waived if the value of your
Contract is at least  $50,000.  If you own more than one  Valuemark  IV Contract
(registered with the same social security  number),  we will determine the total
value of all your  Contracts.  If the total  value of all your  Contracts  is at
least $50,000, the charge is waived. Currently, the charge is also waived during
the Payout  Phase if the value of your  Contract  at the Income Date is at least
$50,000.

****The Mortality and Expense Risk Charge is 1.25% during the Payout Phase.


<PAGE>


<TABLE>
<CAPTION>
FRANKLIN VALUEMARK FUNDS' ANNUAL EXPENSES
(as a percentage of Franklin Valuemark Funds' average net assets)

The Management and Portfolio Administration Fees for each Portfolio are based on a percentage of that Portfolio's net assets under
management. See the prospectus for Franklin Valuemark Funds for more information.

The  "Management  and  Portfolio  Administration  Fees"  below  are the  amounts  that  were paid to the  Managers  and  Portfolio
Administrators  for the 1997  calendar  year except for  Portfolios  with fee waivers or newer  Portfolios  without a full year of
operations as of December 31, 1997.

                                                                            Management and Portfolio
                                                                              Administration Fees1
                                                                        (after management fee waiver Other   Total Annual
                                                                     with respect to certain portfolios)       Expenses
Expenses
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                <C>       <C>
Capital Growth Fund ...................................................            .75%               .02%      .77%
Global Health Care Securities Fund2 ...................................            .75%               .11%      .86%
Global Utilities Securities Fund ......................................            .47%               .03%      .50%
Growth and Income Fund ................................................            .47%               .02%      .49%
High Income Fund ......................................................            .50%               .03%      .53%
Income Securities Fund ................................................            .47%               .03%      .50%
Money Market Fund3 ....................................................            .51%               .02%      .53%
Mutual Discovery Securities Fund ......................................            .95%               .11%     1.06%
Mutual Shares Securities Fund .........................................            .75%               .05%      .80%
Natural Resources Securities Fund .....................................            .62%               .07%      .69%
Real Estate Securities Fund ...........................................            .51%               .03%      .54%
Rising Dividends Fund .................................................            .72%               .02%      .74%
Small Cap Fund ........................................................            .75%               .02%      .77%
Templeton Developing Markets Equity Fund ..............................           1.25%               .17%     1.42%
Templeton Global Asset Allocation Fund ................................            .80%               .14%      .94%
Templeton Global Growth Fund ..........................................            .83%               .05%      .88%
Templeton Global Income Securities Fund ...............................            .56%               .06%      .62%
Templeton International Equity Fund ...................................            .80%               .09%      .89%
Templeton International Smaller Companies Fund ........................           1.00%               .06%     1.06%
Templeton Pacific Growth Fund .........................................            .92%               .11%     1.03%
U.S. Government Securities Fund .......................................            .48%               .02%      .50%
Value Securities Fund2 ................................................            .75%               .06%      .81%
Zero Coupon Fund - 20004 ..............................................            .37%               .03%      .40%
Zero Coupon Fund - 20054 ..............................................            .37%               .03%      .40%
Zero Coupon Fund - 20104 ..............................................            .37%               .03%      .40%

<FN>
1The Portfolio  Administration Fee is a direct expense for the Global Health Care Securities Fund, the Mutual Discovery Securities
Fund, the Mutual Shares Securities Fund, the Templeton Global Asset Allocation Fund, the Templeton International Smaller Companies
Fund, and the Value Securities Fund;  other  Portfolios pay for similar  services  indirectly  through the Management Fee. See the
Franklin Valuemark Funds prospectus for further information regarding these fees.

2The Global Health Care Securities Fund and the Value  Securities Fund commenced  operations May 1, 1998. The expenses shown above
for these Portfolios are therefore estimated for 1998. For the Global Health Care Securities and Value Securities Funds,  Franklin
Advisers,  Inc. and Franklin Advisory  Services,  Inc., the Portfolio's  respective  investment  managers,  and Franklin Templeton
Services,  Inc., their Administrator,  have agreed in advance to waive or limit their Management and Portfolio Administration Fees
and to assume as their own expense certain  expenses  otherwise  payable by these Portfolios as necessary so that through at least
December 31, 1998, the total expenses of each Portfolio do not exceed 1.00% of its average net assets.

3The Manager agreed to waive a portion of its Management Fee and to pay certain  expenses of the Money Market Fund during 1997. It
is currently  continuing  this  arrangement in 1998. This  arrangement  may be terminated at any time.  With this  reduction,  the
Portfolio's actual total annual expenses for 1997 were 0.45% of the average daily net assets of the Portfolio.

4Although not obligated to, the Manager has agreed to waive a portion of its  Management  Fees and to pay certain  expenses of the
three Zero Coupon Funds  through at least  December  31, 1998 so that the total  expenses of each Zero Coupon Fund will not exceed
0.40% of each  Portfolio's net assets.  Absent the management fee waivers,  for the year ended December 31, 1997, the Total Annual
Expenses and Management and Portfolio  Administration Fees would have been as follows: Zero Coupon Fund-2000,  .63% and .60%; Zero
Coupon Fund-2005,  .65% and .62%; and Zero Coupon Fund-2010,  .65% and .62%. There were no expense  reimbursements during 1997 for
the Zero Coupon Funds.
</FN> 
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
The purpose of this Fee Table is to help you  understand  the costs of investing in the Contract.  The Fee Table reflects the 1997
expenses of the Separate Account as well as the Portfolios.  The examples below should not be considered a representation  of past
or future expenses.  Actual expenses may be greater or less than those shown. The $30 contract  maintenance  charge is included in
the Examples as a prorated charge of $1. Since the average Contract size is greater than $1,000,  the contract  maintenance charge
is reduced accordingly.  Premium taxes are not reflected in the Tables. For additional information, see Section 5 - "Expenses" and
the Franklin Valuemark Funds prospectus.

EXAMPLES

You would pay the following  expenses on a $1,000  investment,  assuming a 5% annual  return on your money if you  surrender  your
Contract at the end of each time period:

                                                                                   1 Year    3 Years   5 Years  10 Years
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>      <C>       <C>       <C>
Capital Growth Fund ............................................................     $84      $125      $160      $270
Global Health Care Securities Fund* ............................................     $85      $127      $165      $279
Global Utilities Securities Fund ...............................................     $81      $116      $146      $242
Growth and Income Fund .........................................................     $81      $116      $146      $241
High Income Fund ...............................................................     $82      $117      $148      $245
Income Securities Fund .........................................................     $81      $116      $146      $242
Money Market Fund ..............................................................     $82      $117      $148      $245
Mutual Discovery Securities Fund ...............................................     $87      $133      $175      $299
Mutual Shares Securities Fund ..................................................     $84      $126      $162      $273
Natural Resources Securities Fund ..............................................     $83      $122      $156      $261
Real Estate Securities Fund ....................................................     $82      $118      $148      $246
Rising Dividends Fund ..........................................................     $84      $124      $158      $266
Small Cap Fund .................................................................     $84      $125      $160      $270
Templeton Developing Markets Equity Fund .......................................     $90      $144      $192      $333
Templeton Global Asset Allocation Fund .........................................     $86      $130      $169      $287
Templeton Global Growth Fund ...................................................     $85      $128      $166      $281
Templeton Global Income Securities Fund ........................................     $82      $120      $152      $254
Templeton International Equity Fund ............................................     $85      $128      $166      $282
Templeton International Smaller Companies Fund .................................     $87      $133      $175      $299
Templeton Pacific Growth Fund ..................................................     $87      $132      $173      $296
U.S. Government Securities Fund ................................................     $81      $116      $146      $242
Value Securities Fund* .........................................................     $84      $126      $162      $274
Zero Coupon Fund-2000++.........................................................     $80      $113      $141      $231
Zero Coupon Fund-2005++.........................................................     $80      $113      $141      $231
Zero Coupon Fund-2010++.........................................................     $80      $113      $141      $231

<FN>
*Estimated
++Calculated with waiver of fees
</FN>
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
You would pay the  following  expenses on a $1,000  investment,  assuming a 5% annual return on your money if your Contract is not
surrendered or is annuitized:

                                                                                   1 Year    3 Years   5 Years  10 Years
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>        <C>     <C>       <C>
Capital Growth Fund ...........................................................      $24        $74     $126      $270
Global Health Care Securities Fund* ...........................................      $25        $76     $131      $279
Global Utilities Securities Fund ..............................................      $21        $65     $112      $242
Growth and Income Fund ........................................................      $21        $65     $112      $241
High Income Fund ..............................................................      $22        $66     $114      $245
Income Securities Fund ........................................................      $21        $65     $112      $242
Money Market Fund .............................................................      $22        $66     $114      $245
Mutual Discovery Securities Fund ..............................................      $27        $82     $141      $299
Mutual Shares Securities Fund .................................................      $24        $75     $128      $273
Natural Resources Securities Fund .............................................      $23        $71     $122      $261
Real Estate Securities Fund ...................................................      $22        $67     $114      $246
Rising Dividends Fund .........................................................      $24        $73     $124      $266
Small Cap Fund ................................................................      $24        $74     $126      $270
Templeton Developing Markets Equity Fund ......................................      $30        $93     $158      $333
Templeton Global Asset Allocation Fund ........................................      $26        $79     $135      $287
Templeton Global Growth Fund ..................................................      $25        $77     $132      $281
Templeton Global Income Securities Fund .......................................      $22        $69     $118      $254
Templeton International Equity Fund ...........................................      $25        $77     $132      $282
Templeton International Smaller Companies Fund ................................      $27        $82     $141      $299
Templeton Pacific Growth Fund .................................................      $27        $81     $139      $296
U.S. Government Securities Fund ...............................................      $21        $65     $112      $242
Value Securities Fund* ........................................................      $24        $75     $128      $274
Zero Coupon Fund-2000++........................................................      $20        $62     $107      $231
Zero Coupon Fund-2005++........................................................      $20        $62     $107      $231
Zero Coupon Fund-2010++........................................................      $20        $62     $107      $231
<FN>

*Estimated
++Calculated with waiver of fees
</FN>
</TABLE>

As of the  date of this  prospectus,  no  Contracts  had been  sold.  Therefore,
Preferred Life has not provided Accumulation Unit Values.


<PAGE>


1. THE VALUEMARK IV VARIABLE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
This  prospectus  describes  a variable  annuity  contract  with a Fixed  Option
offered by Preferred Life.

An annuity is a contract  between you, the owner,  and an insurance  company (in
this case Preferred Life),  where the insurance  company promises to pay you (or
someone else you choose) an income, in the form of Annuity  Payments,  beginning
on a designated date that is at least two years in the future.  Until you decide
to begin receiving Annuity Payments,  your annuity is in the Accumulation Phase.
Once you begin receiving Annuity Payments,  your Contract switches to the Payout
Phase. The Contract benefits from Tax Deferral.

Tax  Deferral  means that you are not taxed on earnings or  appreciation  on the
assets in your Contract until you take money out of your Contract.

The  Contract  is called a variable  annuity  because  you can  choose  among 25
Portfolios and depending upon market  conditions,  you can make or lose money in
the Contract based on the Portfolios' investment performance. The Portfolios are
designed to offer a better  return than the Fixed  Option,  however  this is not
guaranteed.  If you select the variable  annuity  portion of the  Contract,  the
amount  of  money  you  are  able to  accumulate  in your  Contract  during  the
Accumulation Phase depends in large part upon the investment  performance of the
Portfolio(s)  you select.  The amount of the Annuity Payments you receive during
the Payout Phase from the variable  annuity portion of the Contract also depends
in large part upon the  investment  performance of the Portfolios you select for
the Payout Phase.

The Contract also contains a Fixed Option (referred
to in the Contract as the "Fixed Account").  The Fixed Option offers an interest
rate that is  guaranteed  by  Preferred  Life for all  deposits  made within the
twelve month period.  This interest rate is set monthly and is guaranteed for 12
months. Preferred Life guarantees that the interest credited to the Fixed Option
will not be less than 3% per year.  If you select the Fixed  Option,  your money
will be placed with the other  general  assets of Preferred  Life. If you select
the  Fixed  Option,  the  amount  of money  you are able to  accumulate  in your
Contract during the Accumulation  Phase depends upon the total interest credited
to your Contract.

We will not make any changes to your Contract without your permission  except as
may be required by law.

CONTRACT OWNER

You as the Contract Owner, have all the rights under the Contract.  The Contract
Owner is as designated at the time the contract is issued,  unless changed.  You
may change Contract Owners at any time. This may be a taxable event.  You should
consult with your tax adviser before doing this.

JOINT OWNER

The Contract can be owned by Joint Owners. Upon the death of either Joint Owner,
the  surviving  Joint  Owner  will  be the  designated  Beneficiary.  Any  other
Beneficiary  designation at the time the Contract was issued or as may have been
later  changed  will be treated as a  contingent  Beneficiary  unless  otherwise
indicated.

ANNUITANT

An Annuitant is the natural person on whose life we base Annuity  Payments.  You
name an  Annuitant.  You may change the  Annuitant at any time before the Income
Date  unless  the  Contract  is  owned  by  a  non-individual  (for  example,  a
corporation).

BENEFICIARY

The  Beneficiary  is the  person(s)  or  entity  you name to  receive  any death
benefit.  The  Beneficiary  is named at the time the  Contract is issued  unless
changed at a later date.  Unless an irrevocable  Beneficiary has been named, you
can change the Beneficiary or contingent Beneficiary.

ASSIGNMENT

You can assign the  Contract at any time during your  lifetime.  Preferred  Life
will not be bound by the assignment  until it receives the written notice of the
assignment. Preferred Life will not be liable for any payment or other action we
take in accordance with the Contract before we receive notice of the assignment.
Any assignment  made after the death benefit has become payable can only be done
with our consent. AN ASSIGNMENT MAY BE A TAXABLE EVENT.

If the Contract is issued pursuant to a Qualified plan, there may be limitations
on your ability to assign the Contract.

2. ANNUITY PAYMENTS
(THE PAYOUT PHASE)
- -------------------------------------------------------------------------------
You can receive  regular  monthly income  payments under your Contract.  You can
choose the month and year in which those payments  begin.  We call that date the
Income Date. Your Income Date must be the first day of a calendar month and must
be at least 2 full years after you buy the  Contract.  You can also choose among
income plans. We call those Annuity Options.

We ask you to choose your Income Date when you  purchase the  Contract.  You can
change it at any time before the Income Date with 30 days notice to us.  Annuity
Payments must begin by the first day of the first calendar  month  following the
Annuitant's  90th  birthday.  You (or someone you  designate)  will  receive the
Annuity Payments. You will receive tax reporting on those payments.

If you do not choose an Annuity  Option prior to the Income Date, we will assume
that  you  selected  Option  2 which  provides  a life  annuity  with 5 years of
guaranteed payments.

You may elect to receive your  Annuity  Payments as a variable  payout,  a fixed
payout,  or a  combination  of both.  Under a fixed  payout,  all of the Annuity
Payments will be the same dollar amount  (equal  installments).  If you choose a
variable  payout,  you can select from the available  Portfolios.  If you do not
tell us  otherwise,  your  Annuity  Payments  will be  based  on the  investment
allocations that were in place on the Income Date.

If you  choose  to have  any  portion  of your  Annuity  Payments  based  on the
investment performance of the Portfolios, the dollar amount of your payment will
depend upon three things:  1) the value of your Contract in the  Portfolio(s) on
the Income Date, 2) the 5% assumed investment rate used in the annuity table for
the Contract,  and 3) the performance of the Portfolio(s)  you selected.  If the
actual  performance  exceeds the 5% assumed  rate,  your Annuity  Payments  will
increase.  Similarly,  if the actual rate is less than 5%, your Annuity Payments
will decrease.

ANNUITY OPTIONS

You can choose one of the following  Annuity Options or any other Annuity Option
you want and that  Preferred  Life agrees to  provide.  After  Annuity  Payments
begin, you cannot change the Annuity Option.

OPTION 1. LIFE ANNUITY. Under this option, we will make monthly Annuity Payments
so long as the  Annuitant is alive.  After the  Annuitant  dies,  we stop making
Annuity Payments.

OPTION 2. LIFE ANNUITY WITH 5, 10, 15 OR 20 YEAR PAYMENTS GUARANTEED. Under this
option, we will make monthly Annuity Payments so long as the Annuitant is alive.
However,  if, when the Annuitant  dies,  we have made Annuity  Payments for less
than the selected  guaranteed  period, we will continue to make Annuity Payments
to you for the rest of the  guaranteed  period.  If you do not  want to  receive
Annuity Payments, you can ask us for a single lump sum.

OPTION 3.  JOINT AND LAST  SURVIVOR  ANNUITY.  Under this  option,  we will make
monthly  Annuity  Payments  during the joint  lifetime of the  Annuitant and the
joint Annuitant. When the Annuitant dies, if the joint Annuitant is still alive,
we will  continue  to make  Annuity  Payments,  so long as the  joint  Annuitant
continues  to live.  The  amount  of the  Annuity  Payments  we will make to the
Contract  Owner can be equal to 100%,  75% or 50% of the  amount  that was being
paid when both Annuitants were alive. The monthly Annuity Payments will end when
the last surviving Annuitant dies.

OPTION 4. JOINT AND LAST  SURVIVOR  ANNUITY  WITH 5, 10, 15 OR 20 YEAR  PAYMENTS
GUARANTEED.  Under this option, we will make monthly Annuity Payments during the
joint  lifetime of the  Annuitant  and the joint  Annuitant.  When the Annuitant
dies,  if the joint  Annuitant is still alive,  we will continue to make Annuity
Payments,  so long as the surviving  Annuitant continues to live, at 100% of the
amount  that would  have been paid if they were both  alive.  If,  when the last
death  occurs,  we have  made  Annuity  Payments  for  less  than  the  selected
guaranteed  period,  we will  continue  to make  Annuity  Payments to you or any
person you designate for rest of the  guaranteed  period.  If you do not want to
receive Annuity Payments, you can ask us for a single lump sum.

OPTION 5. REFUND LIFE ANNUITY.  Under this option,  we will make monthly Annuity
Payments during the Annuitant's lifetime.  The last Annuity Payment will be made
before the Annuitant dies and if the value of the Annuity  Payments is less than
the value annuitized, then the Contract Owner will receive a refund as set forth
in the Contract.

3. PURCHASE
- ------------------------------------------------------------------------------

PURCHASE PAYMENTS

A Purchase Payment is the money you invest in the Contract.  The minimum payment
Preferred  Life  will  accept  is  $5,000  when  the  Contract  is  bought  as a
Non-Qualified Contract. If you enroll in the automatic investment plan (which is
described  below),  your Purchase  Payment can be $2,000.  If you are buying the
Contract  as part of an IRA  (Individual  Retirement  Annuity),  401(k) or other
qualified plan, the minimum amount we will accept is $2,000. The maximum we will
accept  without  our  prior  approval  is $1  million.  You can make  additional
Purchase  Payments of $250 (or as low as $100 if you have selected the automatic
investment plan) or more to either type of Contract.  Preferred Life may, at its
sole  discretion,  waive minimum payment  requirements.  At the time you buy the
Contract,  you and the Annuitant cannot be older than 85 years old. This product
is not designed for professional market timing organizations, other entities, or
persons using programmed, large or frequent transfers.

AUTOMATIC INVESTMENT PLAN

The  Automatic  Investment  Plan  (AIP) is a program  which  allows  you to make
additional Purchase Payments to your Contract on a monthly or quarterly basis by
electronic  transfer  of funds from your  savings or checking  account.  You may
participate in this program by completing the appropriate  form. We must receive
your form by the first of the month in order for AIP to begin  that same  month.
Investments  will take place on the 20th of the month, or the next business day.
The minimum  investment that can be made by AIP is $100. You may stop AIP at any
time you want. We need to be notified by the first of the month in order to stop
or change AIP that month.  If AIP is used for a Qualified  Contract,  you should
consult your tax adviser for advice regarding maximum contributions.

ALLOCATION OF PURCHASE PAYMENTS

When you purchase a Contract,  we will  allocate  your  Purchase  Payment to the
Fixed Option and/or one or more of the Portfolios you have selected. We ask that
you allocate your money in either whole  percentages or round  dollars.  You can
instruct us how to allocate additional Purchase Payments you make. If you do not
instruct us, we will allocate them in the same way as your previous instructions
to us.  Preferred Life reserves the right to limit the number of Portfolios that
you may  invest  in at one time.  Currently,  you may  invest  in 10  investment
options  at one  time  (which  includes  any of the 25  Portfolios  of  Franklin
Valuemark Funds listed in Section 4 and the Preferred Life Fixed Option). We may
change this in the  future.  However,  we will always  allow you to invest in at
least five Portfolios.

Once we receive your Purchase  Payment,  the necessary  information  and federal
funds (federal funds means monies credited to a bank's account with its regional
federal  reserve  bank),  we will issue your  Contract and  allocate  your first
Purchase  Payment  within  2  business  days.  If you do not  give us all of the
information we need, we will contact you or your  registered  representative  to
get it. If for some  reason we are  unable to  complete  this  process  within 5
business  days,  we will either send back your money or get your  permission  to
keep it until we get all of the necessary  information.  If you make  additional
Purchase  Payments,  we will credit these  amounts to your  Contract  within one
business day. Our business day closes when the New York Stock  Exchange  closes,
which is usually at 4:00 p.m. Eastern time.

FREE LOOK

If you change your mind about owning the  Contract,  you can cancel it within 10
days after  receiving  it.  Return of the Contract by mail is effective on being
postmarked, properly addressed and postage prepaid. When you cancel the Contract
within this time period,  Preferred  Life will not assess a contingent  deferred
sales  charge.  You will receive back whatever your Contract is worth on the day
we receive your  request.  If you have  purchased the Contract as an IRA, we are
required  to give you back your  Purchase  Payment if you decide to cancel  your
Contract  within 10 days after  receiving  it. If that is the case,  we have the
right to allocate your initial  Purchase Payment to the Money Market Fund for 15
days after we receive your first Purchase Payment. At the end of that period, we
will  re-allocate  your  money  as you  selected.  Currently,  however,  we will
directly  allocate your money to the  Portfolios  and/or the Fixed Option as you
have selected.

ACCUMULATION UNITS

The value of the portion of your Contract allocated to the Portfolios will go up
or down  depending  upon the  investment  performance  of the  Portfolio(s)  you
choose.  The value of your  Contract  will also  depend on the  expenses  of the
Contract.  In  order  to keep  track of the  value  of your  Contract,  we use a
measurement  called  an  Accumulation  Unit  (which  is like a share of a mutual
fund). During the Payout Phase of the Contract we call it an Annuity Unit.

Every business day we determine the value of an Accumulation Unit by multiplying
the Accumulation  Unit value for the previous period by a factor for the current
period. The factor is determined by:

1. dividing the value of a Portfolio Accumulation Unit at the end of the current
period by the value of a Portfolio  Accumulation  Unit for the previous  period;
and

2. multiplying it by one minus the daily amount of the insurance charges and any
charges for taxes. The value of an Accumulation  Unit may go up or down from day
to day.

When you make a Purchase  Payment,  we credit your  Contract  with  Accumulation
Units for any portion of your  Purchase  Payment  allocated to a Portfolio.  The
number of  Accumulation  Units  credited is determined by dividing the amount of
the Purchase  Payment  allocated to a Portfolio by the value of the Accumulation
Unit.

We calculate the value of an Accumulation Unit after the New York Stock Exchange
closes each day and then credit your Contract.

EXAMPLE:

On Wednesday we receive an additional  Purchase  Payment of $3,000 from you. You
have told us you want this to go to the  Growth and  Income  Fund.  When the New
York Stock Exchange closes on that Wednesday,  we determine that the value of an
Accumulation  Unit based on an  investment  in the  Growth  and  Income  Fund is
$12.50.  We then divide  $3,000 by $12.50 and credit your  Contract on Wednesday
night with 240 Accumulation Units.

4. INVESTMENT OPTIONS
- --------------------------------------------------------------------------------

The Contract offers 25 Portfolios of Franklin Valuemark Funds and a Fixed Option
of Preferred  Life.  Additional  Portfolios may be available in the future.  THE
GLOBAL  HEALTH  CARE  SECURITIES  FUND  AND THE  VALUE  SECURITIES  FUND ARE NOT
AVAILABLE  IN NEW YORK  UNTIL  APPROVED  BY THE NEW YORK  INSURANCE  DEPARTMENT.
(CHECK WITH YOUR REGISTERED REPRESENTATIVE REGARDING AVAILABILITY.)

YOU SHOULD READ THE FRANKLIN  VALUEMARK FUNDS  PROSPECTUS  (WHICH IS ATTACHED TO
THIS PROSPECTUS) CAREFULLY BEFORE INVESTING.

Franklin  Valuemark  Funds is the mutual fund  underlying  your  Contract.  Each
Portfolio  has  its own  investment  objective.  Investment  managers  for  each
Portfolio are listed in the table below and are as follows:  Franklin  Advisers,
Inc. (FA),  Franklin Advisory  Services,  Inc. (FAS),  Franklin Mutual Advisers,
Inc. (FMA),  Templeton Asset  Management Ltd. (TAM),  Templeton  Global Advisors
Limited (TGA), and Templeton  Investment Counsel,  Inc. (TIC).  Certain managers
have  retained  one or more  affiliated  subadvisers  to help  them  manage  the
Portfolios.

The following is a list of the Portfolios available under the Contract:
<TABLE>
<CAPTION>
                                              Investment
Available Portfolios                           Managers
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>
PORTFOLIO SEEKING STABILITY
OF PRINCIPAL AND INCOME
Money Market Fund ...........................   FA
PORTFOLIOS SEEKING
CURRENT INCOME
High Income Fund ............................   FA
Templeton Global
 Income Securities Fund .....................   FA
U.S. Government Securities Fund .............   FA
Zero Coupon Funds -
 2000, 2005, 2010 ...........................   FA
PORTFOLIOS SEEKING
GROWTH AND INCOME
Global Utilities Securities Fund ............   FA
Growth and Income Fund ......................   FA
Income Securities Fund ......................   FA
Mutual Shares Securities Fund ...............   FMA
Real Estate Securities Fund .................   FA
Rising Dividends Fund .......................   FAS
Templeton Global
 Asset Allocation Fund ......................   TGA
Value Securities Fund .......................   FAS
PORTFOLIOS SEEKING
CAPITAL GROWTH
Capital Growth Fund .........................   FA
Global Health Care Securities Fund ..........   FA
Mutual Discovery Securities Fund ............   FMA
Natural Resources Securities Fund ...........   FA
Small Cap Fund ..............................   FA
Templeton Developing
 Markets Equity Fund ........................   TAM
Templeton Global Growth Fund ................   TGA
Templeton International Equity Fund .........   FA
Templeton International
 Smaller Companies Fund .....................   TIC
Templeton Pacific Growth Fund ...............   FA
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Franklin  Valuemark Funds serves as the underlying mutual fund for variable life
insurance  policies offered by an affiliate of Preferred Life and other variable
annuity  contracts  offered  by  Preferred  Life  and its  affiliates.  Franklin
Valuemark Funds does not believe that offering its shares in this manner will be
disadvantageous to you.

TRANSFERS

You can  transfer  money  among  the 25  Portfolios  and/or  the  Fixed  Option.
Preferred  Life  currently  allows you to make as many  transfers as you want to
each year. Preferred Life may change this practice in the future.  However, this
product is not designed for  professional  market timing  organizations or other
persons  using  programmed,  large  frequent  transfers.  Such  activity  may be
disruptive to a Portfolio.  We reserve the right to reject any specific Purchase
Payment  allocation  or transfer  request from any person,  if in the  Portfolio
managers'  judgment,  a  Portfolio  would be  unable to  invest  effectively  in
accordance  with its  investment  objectives  and policies,  or would  otherwise
potentially be adversely affected.

Your Contract provides that you can make 12 transfers every year without charge.
We measure a year from the  anniversary of the day we issued your Contract.  You
can make a transfer to or from the Fixed Option and to or from any Portfolio. If
you make more than 12 transfers in a year, there is a transfer fee deducted. The
fee is $25 per transfer or, if less, 2% of the amount transferred. The following
applies to any transfer:

1. The minimum  amount  which you can transfer is $1,000 or your entire value in
the Portfolio or Fixed Option.  This requirement is waived if the transfer is in
connection with the Dollar Cost Averaging Program or Flexible Rebalancing (which
are described below).

2. We may not allow you to make transfers during the free look period.

3. Your request for a transfer  must  clearly  state which  Portfolio(s)  or the
Fixed Option is involved in the transfer.

4. Your request for a transfer must clearly state how much the transfer is for.

5. You cannot make any  transfers  within 7 calendar days prior to the date your
first Annuity Payment is due.

6. During the Payout  Phase,  you may not make a transfer  from a fixed  Annuity
Option to a variable Annuity Option.

7. During the Payout  Phase,  you can make at least one transfer from a variable
Annuity Option to a Fixed Annuity Option.

Preferred Life has reserved the right to modify the transfer  provisions subject
to the  guarantees  described  above.  You can make  transfers  by  telephone by
properly  completing the telephone transfer forms provided by Preferred Life. We
may allow you to authorize  someone else to make  transfers by telephone on your
behalf.  If you own the Contract with a Joint Owner,  unless  Preferred  Life is
instructed otherwise, Preferred Life will accept instructions from either one of
you. Preferred Life will use reasonable  procedures to confirm that instructions
given us by telephone are genuine.  If we do not use such procedures,  we may be
liable for any losses due to unauthorized or fraudulent instructions.  Preferred
Life tape records all telephone instructions.

DOLLAR COST AVERAGING PROGRAM

The Dollar Cost Averaging  Program allows you to  systematically  transfer a set
amount of money each month or quarter from any one Portfolio or the Fixed Option
to up to eight of the other  Portfolios.  By  allocating  amounts on a regularly
scheduled  basis,  as opposed to allocating  the total amount at one  particular
time, you may be less susceptible to the impact of market fluctuations.  You may
only participate in this program during the Accumulation Phase.

There are two Dollar Cost Averaging options. The first option is the Dollar Cost
Averaging  Fixed Option and it is available  for new  Contracts  and  additional
Purchase  Payments to new and  existing  Contracts  which will receive a special
fixed rate guaranteed for one year by Preferred Life. Dollar Cost Averaging will
take place over twelve months and requires a minimum investment of $6,000.

The second option is the Standard Dollar Cost Averaging  Option which requires a
$3,000  minimum  investment  and  participation  for at least six months (or two
quarters).

All Dollar Cost  Averaging  transfers  will be made on the 10th day of the month
unless that day is not a business  day. If it is not,  then the transfer will be
made the next  business day. The  Portfolio(s)  you transfer from may not be the
Portfolio(s)  you transfer to in this program.  You may elect either  program by
properly completing the Dollar Cost Averaging form provided by Preferred Life.

Your participation in the program will end when any of the following occurs: (1)
the number of desired transfers have been made; (2) you do not have enough money
in the  Portfolio(s)  or Fixed  Option to make the  transfer  (if less  money is
available,  that amount will be dollar cost  averaged and the program will end);
(3) you request to terminate the program (your request must be received by us by
the  first  of the  month to  terminate  that  month);  or (4) the  Contract  is
terminated.

If you  participate  in the Dollar Cost  Averaging  Program,  the transfers made
under the program are not taken into account in  determining  any transfer  fee.
You may not  participate  in the Dollar  Cost  Averaging  Program  and  Flexible
Rebalancing at the same time.

FLEXIBLE REBALANCING

Once your money has been invested,  the  performance of the Portfolios may cause
your chosen  allocation to shift.  Flexible  Rebalancing is designed to help you
maintain your specified allocation mix among the different  Portfolios.  You can
direct us to readjust your Contract value on a quarterly,  semi-annual or annual
basis to return to your original  Portfolio  allocations.  Flexible  Rebalancing
transfers  will be made on the 20th day of the  month  unless  that day is not a
business  day. If it is not, then the transfer will be made on the previous day.
If you participate in Flexible Rebalancing, the transfers made under the program
are not taken into account in determining  any transfer fee. The Fixed Option is
not permitted to be part of Flexible Rebalancing.

VOTING PRIVILEGES

Preferred  Life is the legal  owner of the  Portfolio  shares.  However,  when a
Portfolio  solicits  proxies in conjunction with a shareholder  vote,  Preferred
Life will obtain from you and other Contract  Owners  instructions  as to how to
vote those shares. When we receive those  instructions,  we will vote all of the
shares we own in  proportion to those  instructions.  This will also include any
shares  that  Preferred  Life  owns on its own  behalf.  Should  Preferred  Life
determine that it is no longer  required to comply with the above,  we will vote
the shares in our own right.

SUBSTITUTION

Preferred  Life may  substitute  one of the  Portfolios  you have  selected with
another  Portfolio.  We would  not do this  without  the prior  approval  of the
Securities and Exchange Commission.  We will give you notice of our intention to
do this.

5. EXPENSES
- --------------------------------------------------------------------------------

There are charges and other  expenses  associated  with the  Contract  that will
reduce your investment return. These charges and expenses are:

INSURANCE CHARGES

Each day, Preferred Life makes a deduction for its insurance charges.  Preferred
Life does this as part of its calculation of the value of the Accumulation Units
and the Annuity Units. The insurance charge has two parts:
1) the mortality and expense risk charge and 2) the administrative charge.

Mortality and Expense Risk Charge. During the Accumulation Phase, this charge is
equal,  on an annual basis,  to 1.34% of the average daily value of the Contract
invested in a Portfolio,  after the  deduction  of  expenses.  During the Payout
Phase,  the charge is equal,  on an annual basis,  to 1.25% of the average daily
value of the Contract invested in a Portfolio,  after the deduction of expenses.
This  charge  compensates  us for all the  insurance  benefits  provided by your
Contract  (for  example,  the guarantee of annuity  rates,  the death  benefits,
certain  expenses  related to the  Contract,  and for assuming the risk (expense
risk) that the current  charges will be  insufficient in the future to cover the
cost of  administering  the  Contract).  The amount of the mortality and expense
risk charge is less during the Payout Phase because  Preferred Life does not pay
a death  benefit  separate  from  benefits  under the Annuity  Option if you die
during the Payout Phase.

Administrative  Charge. This charge is equal, on an annual basis, to .15% of the
average daily value of the Contract invested in a Portfolio, after the deduction
of expenses.  This charge,  together with the contract maintenance charge (which
is explained below), is for all the expenses  associated with the administration
of the Contract.  Some of these expenses  include:  preparation of the Contract,
confirmations,  annual reports and statements,  maintenance of Contract records,
personnel  costs,  legal and  accounting  fees,  filing  fees,  and computer and
systems costs.

CONTRACT MAINTENANCE CHARGE

Every  year on the  anniversary  of the date  when  your  Contract  was  issued,
Preferred Life deducts $30 from your Contract as a contract  maintenance charge.
This charge is for administrative  expenses (see above).  This charge can not be
increased.

However,  during the  Accumulation  Phase,  if the value of your  Contract is at
least $50,000 when the deduction  for the charge is to be made,  Preferred  Life
will not deduct this  charge.  If you own more than one  Valuemark  IV Contract,
Preferred  Life  will  determine  the  total  value  of all  your  Valuemark  IV
Contracts.  If the total value of all Contracts registered under the same social
security number is at least $50,000, Preferred Life will not assess the contract
maintenance charge. Currently, the charge is also waived during the Payout Phase
if the value of your  Contract  at the Income Date is at least  $50,000.  If the
Contract is owned by a non-natural person (e.g., a corporation),  Preferred Life
will look to the Annuitant to determine if it will assess the charge.

If you make a complete  surrender from your Contract,  the contract  maintenance
charge  will  also  be  deducted.  During  the  Payout  Phase,  if the  contract
maintenance charge is deducted, the charge will be collected monthly out of each
Annuity Payment.

CONTINGENT DEFERRED SALES CHARGE

Surrenders  may be subject to a contingent  deferred  sales  charge.  During the
Accumulation  Phase, you can make surrenders from your Contract.  Preferred Life
keeps  track of each  Purchase  Payment you make.  The amount of the  contingent
deferred sales charge depends upon how long Preferred Life has had your payment.
The charge is:
<TABLE>
<CAPTION>
                                   Contingent
               Years Since          Deferred
            Purchase Payment      Sales Charge
              ------------          --------
                   <S>                  <C>    
                   0-1                  6%
                   1-2                  6%
                   2-3                  6%
                   3-4                  5%
                   4-5                  4%
                   5-6                  3%
                   6-7                  2%
                   7+                   0%
</TABLE>

However, after Preferred Life has had a Purchase Payment for 7 full years, there
is no charge when you  surrender  that  Purchase  Payment.  For  purposes of the
contingent  deferred sales charge,  Preferred Life treats  withdrawals as coming
from the oldest  Purchase  Payments  first.  Preferred  Life does not assess the
contingent deferred sales charge on any payments paid out as Annuity Payments or
as death benefits.

NOTE:  For tax purposes,  surrenders  are  considered to have come from the last
money you put into the Contract. Thus, for tax purposes, earnings are considered
to come out first.

FREE  SURRENDER  AMOUNT  (referred  to in sales  literature  as "15%  Withdrawal
Privilege")  - Each year after the first  Contract  year,  you can make multiple
surrenders up to 15% of the value of your  Contract and no  contingent  deferred
sales charge will be deducted from the 15% you take out. Surrenders in excess of
that free amount will be subject to the contingent deferred sales charge. If you
do not surrender the full 15% in any one Contract  year,  you may not carry over
the remaining percentage amount to another year.

You may also elect to participate in the  Systematic  Withdrawal  Program or the
Minimum  Distribution  Program  which allow you to make  surrenders  without the
deduction of the contingent  deferred sales charge under certain  circumstances.
You cannot use these  Programs  and the 15% free  withdrawal  amount in the same
Contract  year.  See Section 7 - "Access to Your Money" for a description of the
Systematic Withdrawal Program and the Minimum Distribution Program.

WAIVER OF CONTINGENT
DEFERRED SALES CHARGE

Under certain  circumstances,  after the first year,  Preferred Life will permit
you to take your money out of the  Contract  without  deducting  the  contingent
deferred sales charge if you or your Joint Owner become totally  disabled for at
least 90 consecutive days.

REDUCTION OR ELIMINATION OF THE
CONTINGENT DEFERRED SALES CHARGE

Preferred  Life will reduce or eliminate the amount of the  contingent  deferred
sales  charge when the  Contract is sold under  circumstances  which  reduce its
sales expenses. Some examples are: if there is a large group of individuals that
will be  purchasing  the  Contract  or a  prospective  purchaser  already  had a
relationship  with  Preferred  Life.  Preferred Life may not deduct a contingent
deferred  sales  charge  under a  Contract  issued to an  officer,  director  or
employee of Preferred Life or any of its affiliates. Any circumstances resulting
in reduction or  elimination of the  contingent  deferred sales charge  requires
prior approval of Preferred Life.

TRANSFER FEE

You can make 12 free  transfers  every  year.  We measure a year from the day we
issue your Contract. If you make more than 12 transfers a year, we will deduct a
transfer fee of $25 or 2% of the amount that is transferred,  whichever is less,
for  each  additional  transfer.  The  transfer  fee will be  deducted  from the
Portfolio or Fixed Option from which the transfer is made.  If the entire amount
is transferred, the fee will be deducted from the amount transferred.

If the  transfer  is part of the  Dollar  Cost  Averaging  Program  or  Flexible
Rebalancing, it will not count in determining the transfer fee.

INCOME TAXES

Preferred  Life  reserves  the right to deduct from the  Contract for any income
taxes which it may incur because of the Contract.  Currently,  Preferred Life is
not making any such deductions.

PORTFOLIO EXPENSES

There are  deductions  from the assets of the various  Portfolios  for operating
expenses  (including  management  fees)  which  are  described  in the  attached
prospectus for Franklin Valuemark Funds.

6. TAXES
- ------------------------------------------------------------------------------

NOTE:  PREFERRED  LIFE HAS  PREPARED  THE  FOLLOWING  INFORMATION  ON TAXES AS A
GENERAL DISCUSSION OF THE SUBJECT.  IT IS NOT INTENDED AS TAX ADVICE. YOU SHOULD
CONSULT YOUR OWN TAX ADVISER ABOUT YOUR OWN  CIRCUMSTANCES.  PREFERRED  LIFE HAS
INCLUDED ADDITIONAL  INFORMATION  REGARDING TAXES IN THE STATEMENT OF ADDITIONAL
INFORMATION.

ANNUITY CONTRACTS IN GENERAL

Annuity  contracts are a means of setting aside money for future needs - usually
retirement.  Congress  recognized  how important  saving for  retirement was and
provided  special  rules in the  Internal  Revenue  Code  (Code) for  annuities.
Basically, these rules provide that you will not be taxed on any earnings on the
money  held in your  annuity  Contract  until  you take the money  out.  This is
referred to as Tax Deferral. There are different rules regarding how you will be
taxed  depending  upon how you take the  money  out and the type of  Contract  -
Qualified or Non-Qualified (see following sections).

You, as the Contract Owner,  will not be taxed on increases in the value of your
Contract  until a  distribution  occurs  either  as a  surrender  or as  Annuity
Payments. When you make a surrender you are taxed on the amount of the surrender
that is earnings. For Annuity Payments, different rules apply. A portion of each
Annuity Payment you receive will be treated as a partial return of your Purchase
Payments and will not be taxed.  The  remaining  portion of the Annuity  Payment
will be treated as ordinary  income.  How the Annuity Payment is divided between
taxable and non-taxable  portions depends upon the period over which the Annuity
Payments  are  expected to be made.  Annuity  payments  received  after you have
received all of your Purchase Payments are fully includible in income.

When a  Non-Qualified  Contract  is  owned  by a  non-natural  person  (e.g.,  a
corporation  or certain other  entities other than  tax-qualified  trusts),  the
Contract  will  generally  not be treated as an annuity for tax  purposes.  This
means that the Contract may not receive the benefits of Tax Deferral. Income may
be taxed as ordinary income every year.

QUALIFIED AND NON-QUALIFIED CONTRACTS

If you purchase the Contract under a Qualified  plan,  your Contract is referred
to  as a  Qualified  Contract.  Examples  of  Qualified  plans  are:  Individual
Retirement Annuities (IRAs),  Tax-Sheltered  Annuities (sometimes referred to as
403(b)  contracts),  H.R. 10 Plans (sometimes  referred to as Keogh Plans),  and
pension and profit-sharing plans, which include 401(k) plans.

If you do not purchase the Contract  under a Qualified  plan,  your  Contract is
referred to as a Non-Qualified Contract.

MULTIPLE CONTRACTS

The Code provides that multiple Non-Qualified annuity contracts which are issued
within a calendar year period to the same  Contract  Owner by one company or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences, including more rapid taxation of the distributed amounts from such
combination  of contracts.  You should consult a tax adviser prior to purchasing
more than one Non-Qualified annuity contract in any calendar year period.

SURRENDERS - NON-QUALIFIED CONTRACTS

If you make a surrender from your Contract,  the Code treats such a surrender as
first coming from earnings and then from your Purchase Payments.  In most cases,
such withdrawn earnings are includible in income.

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a tax penalty. The amount of the penalty
is equal to 10% of the amount that is includible in income. Some surrenders will
be exempt from the penalty.  They include any amounts:  (1) paid on or after the
taxpayer  reaches age 591/2;  (2) paid after you die;  (3) paid if the  taxpayer
becomes  totally  disabled (as that term is defined in the Code);  (4) paid in a
series of  substantially  equal payments made annually (or more  frequently) for
the  life or life  expectancy  of the  taxpayer;  (5) paid  under  an  immediate
annuity; or (6) which come from Purchase Payments made prior to August 14, 1982.

SURRENDERS - QUALIFIED CONTRACTS

The above  information  describing the taxation of Non-Qualified  Contracts does
not apply to Qualified Contracts.  There are special rules that govern Qualified
Contracts.  A more complete discussion of surrenders from Qualified Contracts is
contained in the Statement of Additional Information.

SURRENDERS - TAX-SHELTERED ANNUITIES

The Code limits the surrender of Purchase  Payments made by Contract Owners from
certain  Tax-Sheltered  Annuities.  Surrenders  can only be made when a Contract
Owner:  (1) reaches age 591/2;  (2) leaves  his/her job;  (3) dies;  (4) becomes
disabled (as that term is defined in the Code);  or (5) in the case of hardship.
However,  in the case of  hardship,  the  Contract  Owner can only  withdraw the
Purchase Payments and not any earnings.

DIVERSIFICATION

The Code provides that the underlying  investments  for a variable  annuity must
satisfy  certain  diversification  requirements  in  order to be  treated  as an
annuity contract.  Preferred Life believes that the Portfolios are being managed
so as to comply with the requirements.

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control you exercise over the underlying investments,  and not Preferred Life
would be considered the owner of the shares of the  Portfolios.  If this occurs,
it will result in the loss of the favorable  tax treatment for the Contract.  It
is unknown to what extent under federal tax law Contract Owners are permitted to
select Portfolios, to make transfers among the Portfolios or the number and type
of Portfolios Contract Owners may select from. If any guidance is provided which
is  considered  a new  position,  then the guidance  would  generally be applied
prospectively. However, if such guidance is considered not to be a new position,
it may be applied  retroactively.  This would mean that you, as the owner of the
Contract, could be treated as the owner of the Portfolios.

Due to the uncertainty in this area, Preferred Life reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.

7. ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------

You can have access to the money in your Contract:

(1) by  making a  surrender  (either  a partial  or a total  surrender);  (2) by
receiving Annuity Payments; or
(3) when a death  benefit is paid to your  Beneficiary.  Surrenders  can only be
made during the Accumulation Phase.

When you make a complete surrender you will receive the value of the Contract on
the day you made the surrender  less any  applicable  contingent  deferred sales
charge,  less any premium tax and less any  contract  maintenance  charge.  (See
Section 5 - "Expenses" for a discussion of the charges.)

Any  partial  surrender  must be for at least  $500  and,  unless  you  instruct
Preferred Life otherwise,  will be made pro-rata from all the Portfolios and the
Fixed Option you selected. Preferred Life requires that after you make a partial
surrender the value of your Contract must be at least $2,000.

INCOME TAXES, TAX PENALTIES AND CERTAIN  RESTRICTIONS MAY APPLY TO ANY SURRENDER
YOU MAKE.

There are limits to the amount you can surrender  from a Qualified plan referred
to as a 403(b) plan. For a more complete  explanation  see Section 6 - Taxes and
the discussion in the SAI.

SYSTEMATIC WITHDRAWAL PROGRAM

If the value of your Contract is at least $25,000,  Preferred Life offers a plan
which provides automatic monthly or quarterly payments to you from your Contract
each year. The total systematic withdrawals which you can make each year without
Preferred Life deducting a contingent deferred sales charge is limited to 15% of
the value of your Contract determined on the business day before we receive your
request.  You may  surrender  any amount  you want  under  this  program if your
payments are no longer subject to the contingent  deferred sales charge.  If you
make  surrenders  under this plan,  you may not also use the 15% free  surrender
amount that year. For a discussion of the  contingent  deferred sales charge and
the 15% free  surrender  amount,  see  Section 5 -  "Expenses".  All  systematic
withdrawals  will be made on the 9th day of the month  unless  that day is not a
business  day.  If it is not,  then  the  surrender  will be made  the  previous
business day.

INCOME TAXES ANDTAX PENALTIES MAY APPLY TO SYSTEMATIC WITHDRAWALS.

MINIMUM DISTRIBUTION PROGRAM

If you own a Contract that is an Individual  Retirement  Annuity (IRA),  you may
select the Minimum Distribution Program. Under this program, Preferred Life will
make payments to you from your Contract that are designed to meet the applicable
minimum distribution  requirements imposed by the Code for IRAs. If the value of
your Contract is at least $25,000, Preferred Life will make payments to you on a
monthly or quarterly  basis.  The payments will not be subject to the contingent
deferred sales charge and will be instead of the 15% free surrender amount.

SUSPENSION OF PAYMENTS OR TRANSFERS

Preferred Life may be required to suspend or postpone payments for surrenders or
transfers for any period when:

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

2. trading on the New York Stock Exchange is restricted;

3. an emergency  exists as a result of which disposal of the Portfolio shares is
not  reasonably  practicable  or  Preferred  Life  cannot  reasonably  value the
Portfolio shares;

4. during any other  period when the  Securities  and  Exchange  Commission,  by
order,  so permits for the  protection of Contract  Owners.  Preferred  Life has
reserved the right to defer  payment for a surrender or transfer  from the Fixed
Option for the period permitted by law but not for more than six months.

8. PERFORMANCE
- --------------------------------------------------------------------------------

Preferred Life periodically  advertises  performance of the various Accumulation
Units.  Preferred Life will calculate  performance by determining the percentage
change in the value of an Accumulation Unit by dividing the increase  (decrease)
for that  unit by the value of the  Accumulation  Unit at the  beginning  of the
period. This performance number reflects the deduction of the insurance charges.
It does not reflect the  deduction of any  applicable  contingent  deferred sale
charge and contract maintenance charge. The deduction of any applicable contract
maintenance  charges and  contingent  deferred  sales  charges  would reduce the
percentage increase or make greater any percentage  decrease.  Any advertisement
will also  include  average  annual  total  return  figures  which  reflect  the
deduction of the insurance  charges,  contract  maintenance  charge,  contingent
deferred  sales charges and the expenses of the  Portfolios.  Preferred Life may
also advertise  cumulative total return information.  Cumulative total return is
determined the same way except that the results are not annualized.  Performance
information  for the  underlying  Portfolios  may  also be  advertised;  see the
Franklin Valuemark Funds prospectus for more information.

Certain  Portfolios  have been in  existence  for some time and have  investment
performance history. However, the Contracts are new. In order to demonstrate how
the actual investment  experience of the Portfolios may affect your Accumulation
Unit  values,   Preferred  Life  has  prepared  performance   information.   The
performance is based on the historical  performance of the Portfolios,  modified
to reflect the charges and expenses of your Contract as if the Contract had been
in  existence  for the time periods  shown.  The  information  is based upon the
historical  experience of the Portfolios and does not represent past performance
or predict future  performance.  Preferred Life may in the future also advertise
yield  information.  If it does, it will provide you with information  regarding
how yield is calculated.  More detailed information regarding how performance is
calculated  is found in the SAI.  Any  performance  advertised  will be based on
historical data and does not guarantee future results of the Accumulation Units.

9. DEATH BENEFIT
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UPON YOUR DEATH

If you or your Joint Owner die during the  Accumulation  Phase,  Preferred  Life
will pay a death benefit to your  Beneficiary  (see below).  No death benefit is
paid during the Payout Phase. The amount of the death benefit is:

I. CONTRACTS THAT RECEIVE AN ENHANCED DEATH BENEFIT ENDORSEMENT

Contracts that are owned  individually,  or jointly with another  person,  or as
agent  for  an  individual  person,  will  receive  an  enhanced  death  benefit
endorsement. For these Contracts the death benefit will be the greater of (1) or
(2) below:

(1) The current  value of your  Contract,  less any taxes  owed.  This amount is
determined  as of the day that all claim proofs and payment  election  forms are
received at the Valuemark Service Center.

(2) The guaranteed minimum death benefit (as explained below and in the enhanced
death benefit endorsement to your Contract), as of the day that all claim proofs
and payment election forms are received at the Valuemark Service Center.

     A.  During  the first year of all such  Contracts  and if you are age 81 or
older at the time of purchase,  the following  guaranteed  minimum death benefit
will apply:
        o payments you have made,
        o less any money you have taken out,
        o less any applicable charges paid on money taken out,

     B. After the first  Contract  year,  for Contracts  issued before your 81st
birthday,  and until you reach age 81,  the  greater of (a) or (b) below will be
your guaranteed minimum death benefit:

        a) Purchase Payments
           o payments you have made,
           o less any money you have taken out,
           o less any applicable charges paid on money taken out,

        b) Contract Value
           o highest value of the Contract on each Contract anniversary,  
           o plus any payments made since that Contract  anniversary,  
           o less any money you have  taken out since  that  anniversary,  
           o less any  applicable charges paid on money taken out since that
             anniversary,

     C. After your 81st birthday, the following guaranteed minimum death benefit
        will apply:  
           o your  guaranteed  minimum  death  benefit on the Contract
             anniversary  prior to your 81st  birthday, 
           o plus any payments you have made since then,  
           o less any money you have taken out since then, 
           o less any applicable charges paid on money taken out since then.

II. CONTRACTS THAT DO NOT RECEIVE AN ENHANCED DEATH BENEFIT ENDORSEMENT

For all Contracts that do not receive an enhanced death benefit endorsement, the
death benefit will be: The current value of your Contract,  less any taxes owed.
This  amount is  determined  as of the day that all  claim  proofs  and  payment
election forms are received at the Valuemark Service Center.

III. ADDITIONAL PROVISIONS

If you have a Joint Owner,  the age of the oldest Contract Owner will be used to
determine the  guaranteed  minimum death benefit.  The guaranteed  minimum death
benefit will be reduced by any amounts  surrendered  after the date of death. If
the Contract is owned by a non-natural  person,  then all references to you mean
the  Annuitant.  If you  have a Joint  Owner,  and the  Joint  Owner  dies,  the
surviving Owner will be considered the Beneficiary.

A Beneficiary may request that the death benefit be paid in one of the following
ways:  (1)  payment of the entire  death  benefit  within 5 years of the date of
death;  or (2) payment of the death benefit under an Annuity  Option.  The death
benefit  payable  under an Annuity  Option  must be paid over the  Beneficiary's
lifetime or for a period not extending beyond the Beneficiary's life expectancy.
Payment must begin within one year of the date of death.  If the  Beneficiary is
the spouse of the Contract Owner,  he/she can choose to continue the Contract in
his/her own name at the then current  value,  or if greater,  the death  benefit
value.  If a lump sum  payment is elected  and all the  necessary  requirements,
including  any required tax consent from the state of New York (when  required),
are met,  the payment will be made within 7 days.  Payment of the death  benefit
may be delayed  pending receipt of the tax consent (when  required).  If you (or
any Joint Owner) die during the Payout Phase and you are not the Annuitant,  any
payments which are remaining  under the Annuity Option selected will continue at
least as rapidly as they were  being paid at your  death.  If you die during the
Payout Phase, the Beneficiary becomes the Contract Owner.

DEATH OF ANNUITANT

If the Annuitant,  who is not a Contract  Owner or Joint Owner,  dies during the
Accumulation  Phase,  you can name a new  Annuitant.  If a new  Annuitant is not
named  within  30 days of the  death  of the  Annuitant,  you  will  become  the
Annuitant.  However,  if the Contract  Owner is a non-natural  person  (e.g.,  a
corporation),  then the death of the  Annuitant  will be treated as the death of
the Contract Owner, and a new Annuitant may not be named.

If the Annuitant dies after Annuity Payments have begun,  the remaining  amounts
payable,  if any, will be as provided for in the Annuity  Option  selected.  The
remaining amounts payable will be paid to the Contract Owner at least as rapidly
as they were being paid at the Annuitant's death.

10. OTHER INFORMATION
- --------------------------------------------------------------------------------

PREFERRED LIFE

Preferred Life Insurance  Company of New York  (Preferred  Life),  152 West 57th
Street,  18th Floor,  New York, NY 10019,  was  organized  under the laws of the
state of New  York.  Preferred  Life  offers  annuities  and group  life,  group
accident and health insurance and variable annuity  products.  Preferred Life is
licensed to do business in six states and the  District of  Columbia.  Preferred
Life is a  wholly-owned  subsidiary of Allianz Life  Insurance  Company of North
America, which is a wholly-owned subsidiary of Allianz Versicherungs AG Holding.

THE SEPARATE ACCOUNT

Preferred Life established a separate account, Preferred Life Variable Account C
(Separate Account), to hold the assets that underlie the Contracts. The Board of
Directors of  Preferred  Life  adopted a  resolution  to establish  the Separate
Account under New York  insurance law on February 26, 1988.  Preferred  Life has
registered the Separate Account with the Securities and Exchange Commission as a
unit  investment  trust under the  Investment  Company Act of 1940. The Separate
Account is divided into Contract sub-accounts. Each Contract sub-account invests
in a Portfolio.

The assets of the Separate  Account are held in Preferred  Life's name on behalf
of the Separate  Account and legally belong to Preferred  Life.  However,  those
assets that underlie the Contracts,  are not chargeable with liabilities arising
out of any other business Preferred Life may conduct.  All the income, gains and
losses  (realized or unrealized)  resulting from these assets are credited to or
charged against the contracts and not against any other contracts Preferred Life
may issue.

DISTRIBUTION

NALAC Financial Plans, LLC (NFP), 1750 Hennepin Avenue,  Minneapolis,  MN 55403,
acts as the distributor of the Contracts. NFP is an affiliate of Preferred Life.

Commissions   will  be  paid  to   broker-dealers   who  sell   the   Contracts.
Broker-dealers  will be paid  commissions  and expense  reimbursements  up to an
amount  equal to 6.0% of  Purchase  Payments  for  promotional  or  distribution
expenses  associated  with  marketing of the  Contracts.  The New York Insurance
Department permits asset based  compensation.  Preferred Life may adopt an asset
based  compensation  program  in  addition  to,  or  in  lieu  of,  the  present
compensation program. Commissions may be recovered from broker-dealers if a full
or partial surrender occurs within 12 months of a Purchase Payment.

ADMINISTRATION

Preferred Life has hired Delaware Valley  Financial  Services,  Inc., 300 Berwyn
Park, Berwyn,  Pennsylvania,  to perform  administrative  services regarding the
Contracts.  The  administrative  services  include issuance of the Contracts and
maintenance of Contract Owner's records.

FINANCIAL STATEMENTS

The financial  statements of Preferred  Life and the Separate  Account have been
included in the Statement of Additional Information.

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
- -------------------------------------------------------------------------------

Insurance Company ................................    2
Experts ..........................................    2
Legal Opinions ...................................    2
Distributor ......................................    2
Reduction or Elimination of the
Contingent Deferred Sales Charge .................    2
Calculation of Performance Data ..................    2
Federal Tax Status ...............................    5
Annuity Provisions ...............................   10
Mortality and Expense Guarantee ..................   10
Financial Statements .............................   10



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