KEYPORT LIFE INSURANCE CO, S-1, 1996-03-18

KEYPORT LIFE INSURANCE CO
S-1, 1996-03-18

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<PAGE>

As filed with the Securities and Exchange Commission
on March 18, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-1 REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------------------

KEYPORT LIFE INSURANCE COMPANY
------------------------------
(Exact name of registrant as specified in its charter)

Rhode Island 05-0302931
------------------------------- -------------------------------
(State or other Jurisdiction of (I.R.S.Employer Identification
incorporation or organization) Number)
6355
------------------------------------------------
(Primary Standard Industrial Classification Code Number)
------------------------------

125 High Street
Boston, Massachusetts 02110
(Address of Principal Executive Office)
---------------------------------------

Bernard R. Beckerlegge, Esquire
Senior Vice President and General Counsel
(617) 526-1610
(Name, address, and telephone number of agent for service)
----------------------------------------------------------

Approximate date of commencement of proposed sale to the public. As soon as
practicable following effectiveness of this registration statement.
------------------------------

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
------------------------------
===============================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Each Class Maximum Maximum Amount of
of securities to be Amount to Offering Aggregate Registration
Registered be Registered1 Price Per Unit1 Offering Price1 Fee 3
- ------------------- -------------- --------------- --------------- ------------
Defferred Group
Annuity Contracts
and Participating $100
Interests therein

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

1The amount being registered and the proposed maximum offering price per
unit is not applicable in that these contracts are not issued in
predetermined amounts or units

2The maximum aggregate offering price is estimated solely for the purpose
of determing the registration fee.

3Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus contained herein includes $300,000,000 aggregate amount of
Deferred Annuity Contracts and Participating Interests therein covered by
Regestration Statements on Form S-1, File Nos. 33-3630 and 33-28312, for
which a total filing fee of $40,000 was paid.

<PAGE>

KEYPORT LIFE INSURANCE COMPANY
Cross Reference Sheet Pursuant to
Regulation S-K, Item 501(b)

Form S-1 Item Number and Caption Heading in Prospectus
-------------------------------- ---------------------

1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus............................ Outside Front Cover Page

2. Inside Front and Outside Back Cover
Pages of Prospectus................... Inside Front Cover

3. Summary Information, Risk Factors and Summary; Accumulation
Ratio of Earnings to Fixed Charges.... Period

4. Use of Proceeds....................... Investments by Keyport

5. Determination of Offering Price....... Description of Contracts
and Certificates

6. Dilution.............................. Not Applicable

7. Selling Security Holders.............. Not Applicable

8. Plan of Distribution.................. Distribution of Contracts
and Certificates

9. Description of Securities to be
Registered............................ Description of Contracts
and Certificates

10. Interests of Named Experts and
Counsel.............................. Experts; Legal Matters

11. Information with Respect to the
Registrant........................... The Company; Company
Management; Executive
Compensation; Compensation
of Directors; Financial
Statements; Legal
Proceedings

12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities......................... See Part II, Item 17

<PAGE>

GROUP AND INDIVIDUAL SINGLE PREMIUM
ANNUITY CONTRACTS

Keyport Life Insurance Company
Executive & Administrative Offices
125 High Street, Boston, Massachusetts 02110
(617) 526-1400

SUMMARY

This prospectus describes participating interests in group deferred annuity
contracts ("Contract(s)") which are designed and offered by Keyport Life
Insurance Company ("Keyport") to provide retirement benefits for eligible
individuals. Eligible individuals include persons who collectively form a group
of employees of an employer or participants in certain plans established for
eligible individuals and members of other eligible groups. As required by
certain states, the

(This "SUMMARY" section continues on page 2.)

THE CONTRACT MAY BE SOLD BY OR THROUGH BANKS OR OTHER DEPOSITORY INSTITUTIONS.
THE CONTRACT AND CERTIFICATES: ARE NOT INSURED BY THE FDIC; ARE NOT A DEPOSIT OR
OTHER OBLIGATION OF, OR GUARANTEED BY, THE DEPOSITORY INSTITUTION; AND ARE
SUBJECT TO INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNT
INVESTED, AS DESCRIBED BELOW.

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 SETS FORTH INFORMATION A PROSPECTIVE CERTIFICATE OWNER SHOULD
KNOW BEFORE PURCHASING A CERTIFICATE OR ENROLLING. THIS PROSPECTUS SHOULD BE
RETAINED FOR FURTHER REFERENCE.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE OR JURISDICTION IN
WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE. NO PERSON IS AUTHORIZED BY
KEYPORT TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THIS OFFERING AND, IF GIVEN OR
MADE, SUCH UNAUTHORIZED INFORMATION OR REPRESENTATIONS SHOULD NOT BE RELIED
UPON.

THESE SECURITIES MAY BE SUBJECT TO A SUBSTANTIAL SURRENDER CHARGE AND/OR MARKET
VALUE ADJUSTMENT IF NOT HELD TO THE END OF A TERM, AS DESCRIBED BELOW.
SURRENDER OF THESE SECURITIES AT OTHER TIMES COULD RESULT IN THE RECEIPT OF LESS
THAN THE CERTIFICATE OWNER'S ORIGINAL SINGLE PREMIUM.

The date of this Prospectus is May [xx], 1996.

1
<PAGE>

Contracts may be offered as individual contracts. (See "Distribution of Group
Contracts and Certificates", page ___.)

Each individual's interest under an Allocated Contract is held in a
specific account established for that individual. Each participant in a Non-
Qualified plan and in certain Qualified Plans will be issued a Certificate
evidencing participation in an Allocated Contract and will have a

100% vested interest in all values credited to the participant's Account. Under
certain Contracts issued with respect to Qualified Plans ("Non-Allocated
Contracts"), however, a participant's interest may be vested in the Plan in
which they are participating rather than in a Certificate. In such cases, the
Certificate will usually be owned by the Trustee(s) of the Plan, and a single
account will be established and held on behalf of all participants in the plan
on a non-allocated basis. Unless otherwise noted or the context so requires,
all references to "Certificates" include Allocated and Non-Allocated Contracts,
Certificates issued thereunder, and Individual Contracts.

A Single Premium of at least $5,000 per Certificate Owner's Account must
accompany the Contract application or the Enrollment Form for a participant
under an Allocated Contract. The Single Premium is the only premium payment
permitted or required with respect to a particular Certificate. Eligible
individuals, however, may purchase more than one Certificate under an Allocated
Contract. (See "Enrollment Forms and Premium Payments", page ___.)

The premium payment credited to a Certificate Owner's Account becomes part
of the assets of Keyport. Keyport owns its General Account and Separate Account
assets, and generally intends to invest these payment amounts in U.S. Government
securities and certain commercial debt securities having maturities generally
matching the applicable Terms. Keyport may also invest its assets in various
instruments, including equity options, futures, forwards, and other instruments
based on the Index to hedge its obligations with respect to Indexed Accounts.
Keyport may also buy and sell interest rate swaps and caps, Treasury bond
futures, and similar instruments to hedge its exposure to changes in interest
rates. (See "Investments by Keyport", page ___.)

The Certificate provides that the Single Premium may be allocated to one of
two types of accounts, Interest Accounts and Indexed Accounts, of varying
durations ("Terms"). Interest is credited to Interest Accounts at a fixed rate
set and guaranteed at the beginning of the Term for the duration of the Term.
Interest is credited to Interest Accounts on an annual compound guaranteed
interest basis for the entire duration of the selected Term. This means that
Keyport adds interest to the amount invested, so that credited interest may earn
interest. (See "Interest Accounts", page ___.)

Interest credited to Indexed Accounts ("Index Increases") is calculated by
reference to fixed interest rate factors, set and guaranteed at the beginning of
the Term for the duration of the Term, which are applied to changes in the
Standard & Poor's 500 Composite Stock Price Index (the "Index") using a formula
set forth in the Certificate. If the publication of the Index is discontinued
or the calculation of the Index is changed substantially, Keyport will
substitute a suitable index. Index Increases are based on a percentage of the
percentage increase in the Index since the beginning of the Term. Index
Increases are calculated and credited at each Account Anniversary. The total
Index Increases that may be credited to an Indexed Account during a Term are
subject to a

2
<PAGE>

maximum and minimum limit, both of which are set and guaranteed at the beginning
of the Term. The minimum may never be less than zero. Thus, the Indexed
Account Value will never decrease to reflect declines in the value of the Index
since the beginning of the Term or from Account Anniversary to Account
Anniversary. (See "Indexed Accounts", page ___.) The amount of Index Increases
credited to an Indexed Account may be more or less than the amount of interest
credited to an Interest Account established at the same time for the same Term.
Moreover, it is possible that no Index Increase will be credited at certain
Account Anniversaries, if the Index does not exceed its value at a prior Account
Anniversary. (See "Establishment of Guaranteed Interest Rates and Guaranteed
Interest Rate Factors", page ___.)

The Certificate also provides for a minimum value to be used in certain
circumstances instead of the Indexed Account Value to calculate benefits under a
Certificate. This value, called the Certificate Value, is equal to: 90% of the
Single Premium; plus any Excess Interest Credits (as described below); less any
amounts withdrawn by the Certificate Owner in a partial surrender; plus, if the
Account Value has ever been transferred, a positive or negative amount
reflecting the effect of any applicable Market Value Adjustment on the Account
Value at the time of the transfer; plus interest credited on the foregoing at an
annual guaranteed rate of 3% per year. In addition, on each Reset Date,
additional interest, i.e., an "Excess Interest Credit", may be credited to the
Certificate Value, such that the total interest credited to the Certificate
Value will equal the total interest and/or Index Increases ever credited to the
Certificate Owner's Account. The amount used to calculate death benefits,
withdrawal amounts, and annuity values will never be less than the Certificate
Value (subject to an adjustment to reflect the effect of any applicable Market
Value Adjustment on the corresponding Account Value). If at the end of a Term
the Indexed Account Value is less than the Certificate Value, Keyport will
credit interest to the Indexed Account so that its value will equal the
Certificate Value. (See "Certificate Value", page ___, "Indexed Accounts," page
___.)

Initial Terms of [one, two, three, four, five, six, seven, eight, nine, and
ten] years are currently available. Keyport may discontinue offering terms of
certain durations or offer Terms of other durations from time to time. The
interest rates and interest rate factors declared by Keyport may vary depending
on the duration of the Term. Keyport should be contacted to determine the Terms
currently being offered. Subject to contractual provisions and any applicable
Surrender Charge and Market Value Adjustment, a Certificate Owner may transfer
from one type of Account to the other and/or to Terms of greater or lesser
duration.

FACTORS IN DETERMINING GUARANTEED INTEREST RATES AND GUARANTEED INTEREST RATE
FACTORS

The level of Guaranteed Interest Rates and Guaranteed Interest Rate Factors
set by Keyport for Terms of a particular duration will depend on a variety of
factors, including the interest rates generally available on the types of
instruments in which Keyport will invest Certificate Owners' premium payments,
the duration of the Term, regulatory and tax requirements, sales commissions and
expenses borne by Keyport, general economic trends, and competitive factors.

3
<PAGE>

RISK

The interest and Index Increases credited to a Certificate Owner's Account
are based on guarantees made by Keyport. The initial and subsequent Guaranteed
Interest Rates and Guaranteed Interest Rate Factors apply to the original
principal sum and reinvested earnings.

AN INHERENT RISK IS THAT IN THE EVENT OF A SURRENDER PRIOR TO THE END OF THE
APPLICABLE TERM, THE MARKET VALUE ADJUSTMENT MIGHT EFFECT A REDUCTION IN THE
VALUE OF A CERTIFICATE OWNER'S ACCOUNT. ON THE OTHER HAND, THE OPPOSITE MAY
PROVE TO BE TRUE. (See "Market Value Adjustment", page ___.)

KEYPORT'S MANAGEMENT WILL MAKE THE FINAL DETERMINATION AS TO GUARANTEED INTEREST
RATES AND GUARANTEED INTEREST RATE FACTORS TO BE DECLARED. KEYPORT CANNOT
PREDICT OR GUARANTEE FUTURE GUARANTEED RATES AND FACTORS. (See "Establishment of
Guaranteed Interest Rates and Guaranteed Interest Rate Factors", page ___.)

RENEWAL OF TERMS

At the end of each Term, a subsequent Term of the same type of Account
(Interest or Indexed) of one-year's duration will begin, unless, within the
thirty (30) day period before the end of the Term, the Certificate Owner
instructs Keyport otherwise. The Certificate Owner will have the opportunity to
apply the Account Value to an Interest or Indexed Account that has a Term of any
duration then offered. (See "Renewal Terms", page ___.)

SURRENDERS: PARTIAL OR TOTAL

Subject to certain restrictions, partial and total surrenders of a
Certificate Owner's Account Value are permitted. Such surrenders may be subject
to a Surrender Charge and/or a Market Value Adjustment. Except as described
below, the Surrender Charge will be deducted from any partial or total surrender
made before the end of a Term. The Surrender Charge will be calculated as a
percentage of the gross amount being surrendered in excess of the Free
Withdrawal Amount (as explained below), before the addition or deduction of any
applicable Market Value Adjustment. The applicable percentage will decline
depending on the number of years (rounded up) remaining until the end of the
Term. The maximum is [7]% for surrenders with [seven (7)] or more years
remaining in the Term.

No Surrender Charge will apply to a partial or total surrender within the
first thirty (30) calendar days after the end of any full Term, if a Certificate
Owner notifies Keyport by prior Written Request.

The first partial surrender in a particular Certificate Year may be made
without paying a Surrender Charge on the Free Withdrawal Amount, which is that
portion of the surrender amount that does not exceed the greater of: (a) [10%]
of the Certificate Owner's Account

4
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Value; or (b) the sum of any interest or Index Increases earned by or credited
to the Certificate Owner's Account Value in the previous twelve (12) months, up
to the sum of any such amounts earned or credited since the most recent partial
surrender. Any partial surrender amount above the Free Withdrawal Amount or any
subsequent partial surrender during the same Certificate Year will be subject to
a Surrender Charge. (See "Surrender Charge", page ___.)

As to total surrenders, if no partial surrender was made in the same
Certificate Year, only the portion of the surrendered amount above the foregoing
limit is subject to a Surrender Charge. Otherwise, the total amount surrendered
is subject to a Surrender Charge.

The withdrawal of interest earnings from an Interest Account pursuant to
Keyport's systematic withdrawal program will not incur a Surrender Charge or a
Market Value Adjustment. (See "Systematic Withdrawal Program", page ___.)

The minimum partial surrender is $[300], unless made pursuant to the
systematic withdrawal program, in which case the minimum is [$100]. After a
partial surrender, the minimum Account Value must be at least [$2500].

TRANSFERS

Subject to certain conditions, the Interest Account Value may be
transferred to another Account at any time before the Income Date. The Indexed
Account Value may only be transferred at the end of a Term. Any amount
transferred before the end of a Term may be subject to a Market Value
Adjustment, as described below. Currently, there is no charge for transfers.
Keyport in its discretion may institute a transfer charge on transfers in excess
of a certain number of transfers annually. (See "Transfer of Values", page ___;
"Market Value Adjustment", page ___.)

MARKET VALUE ADJUSTMENT

The amount payable upon a partial or total surrender from, or upon the
application to an Annuity Option of Account Value of, an Account with a Term of
three (3) years or more may be adjusted up or down by the application of the
Market Value Adjustment. However, no Market Value Adjustment will apply to a
partial or total surrender within the first thirty (30) calendar days after the
end of any full Term, if a Certificate Owner notifies Keyport by prior written
request.

Where a Market Value Adjustment is applicable to a surrender or
annuitization, if there has not previously been a partial surrender in the same
Certificate Year as the surrender or annuitization, the Market Value Adjustment
will be calculated based the gross amount payable in excess of the Free
Withdrawal Amount, before the deduction of any applicable Surrender Charge.
Otherwise, the Market Value Adjustment is calculated based on the gross amount
payable, before the deduction of any applicable Surrender Charge. (See "Market
Value Adjustment", page ___.)

A Market Value Adjustment also applies to any transfer from an Account with
a Term of three (3) years or more, unless the effective date of the transfer is:
(a) within the last year of the Term and the transfer is to an Account with a
Term of three (3) years or more; or (b) within the first ten (10) calendar days
after the end of each full Term. The Market Value Adjustment upon transfer is
calculated based on the Account Value. (See "Market Value Adjustment",
page___.)

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The Market Value Adjustment for Indexed Accounts may include a Scaling
Factor. The Scaling Factor may reduce the positive or negative amount of any
Market Value Adjustment on an Indexed Account. The Market Value Adjustment for
Interest Accounts will not include a Scaling Factor. (See "Market Value
Adjustment", page___.)

The Market Value Adjustment reflects the relative difference between: (a)
the current Treasury Rate for a period of time equivalent to the remaining
duration of the current Term; and (b) the Treasury Rate at the beginning of the
Term for a period of time equal to the full duration of the Term. It is
possible, therefore, that should such Treasury Rates increase significantly from
the beginning of a Term, the amount a Certificate Owner would receive upon a
total surrender would be less than the original amount credited to the
Certificate Owner's Account. (See "Market Value Adjustment", page ___.)

DEFERRAL OF PAYMENT

Keyport may defer payment of any partial or total surrender for a period
not exceeding six (6) months from the date of receipt of a request for surrender
or for the period permitted by state insurance law, if less. A deferral of
payment for a period greater than thirty (30) days would occur only under highly
unusual circumstances. (See "Payment upon Partial or Total Surrender",
page ___).

ANNUITY PERIOD

On the Income Date, Keyport will start to pay the designated Annuitant a
series of annuity payments under an Annuity Option. The Annuity Option selected
determines the timing and basis of the annuity payments. (See "Annuity Period
Provisions", page ___.)

DEATH BENEFIT

The Certificate provides for a special death benefit if the Certificate
Owner dies before the Income Date or if the Annuitant dies before the Income
Date and the Certificate Owner is not a natural person. Within ninety (90) days
of the date of death of any of the Certificate Owner or Annuitant (if the
Certificate Owner is not a natural person), the Designated Beneficiary may
surrender the Certificate to Keyport for the greatest of: (a) the Certificate
Owner's Account Value; (b) the Certificate Value; or (c) the Certificate
Withdrawal Value, which is defined as the greater of (i) the Account Value,
subject to any applicable Market Value Adjustment, less any applicable Surrender
Charge, and (ii) the Certificate Value adjusted proportionally to reflect the
effect of any applicable Market Value Adjustment on the Account Value. If the
surrender request is made after ninety (90) days or upon the death of a Joint
Certificate Owner, the Designated Beneficiary will receive the Certificate
Withdrawal Value. If the Certificate is not surrendered, it may stay in force
for up to five years after the date of death, at the end of which time Keyport
will pay the Designated Beneficiary the Certificate Withdrawal Value, without
the deduction of any applicable Surrender Charge. (See "Death Provisions",
page___; Surrender Charge, page ___.)

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PREMIUM TAXES

Keyport deducts the amount of any premium taxes levied by any State or
governmental entity when the premium tax is actually paid, unless Keyport elects
to defer such deduction until the time of surrender or the Income Date. It is
not possible to describe precisely the amount of premium tax payable on any
transaction. Such premium taxes depend, among other things, on the type of
Certificate (Qualified or Non-Qualified), on the state of residence of the
Certificate Owner or participant, the state of residence of the Annuitant, the
status of Keyport within such states, and the insurance tax laws of such states.
Currently such premium taxes range from 0% - 5.0%. For a schedule of such
taxes, see Appendix C, at page ___ of this Prospectus.

ANNUAL REPORTS TO CERTIFICATE OWNERS

At least once each Certificate Year, Keyport will send each Certificate
Owner a report which will show the Account Value, the Certificate Withdrawal
Value, the Market Value Adjustment used to calculate the Certificate Withdrawal
Value, and any Surrender Charge.

7
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TABLE OF CONTENTS

Page
SUMMARY ........................................................................
GLOSSARY OF SPECIAL TERMS.......................................................
DESCRIPTION OF CONTRACTS AND CERTIFICATES.......................................
A. Ownership..................................................................
B. Enrollment Form and Premium Payments.......................................
C. Accumulation Period........................................................
1. Initial Term..........................................................
(a) Interest Accounts................................................
(b) Indexed Accounts.................................................
(c) Renewal Terms....................................................
(d) Information on of Renewal Rates..................................
2. Establishment of Guaranteed Interest Rates
and Guaranteed Interest Rate Factors..................................
3. Certificate Value.....................................................
4. Transfer of Values....................................................
5. Surrenders............................................................
(a) General..........................................................
(b) Systematic Withdrawal Program....................................
(c) Surrender Procedures and Determination of Surrender Value........
1. Partial Surrenders............................................
2. Total Surrenders . . .........................................
(d) Risk.............................................................
(e) Payment upon Partial or Total Surrender
6. Deductions............................................................
(a) Surrender Charge.................................................
(b) Market Value Adjustment..........................................
7. Premium Taxes.........................................................
8. Death Provisions......................................................
(a) Non-Qualified Certificates.......................................
(b) Qualified Certificates...........................................
D. Annuity Period Provisions..................................................
1. Annuity Benefits......................................................
2. The Income Date and Form of Annuity...................................
3. Change of Annuity Option..............................................
4. Annuity Options.......................................................
5. Frequency and Amount of Payments......................................
6. Proof of Age, Sex, and Survival of Annuitant..........................
INVESTMENTS BY KEYPORT..........................................................
THE SEPARATE ACCOUNT............................................................
AMENDMENT OF CONTRACTS..........................................................
ASSIGNMENT OF CERTIFICATES......................................................

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TABLE OF CONTENTS (continued)

Page

DISTRIBUTION OF CONTRACTS AND CERTIFICATES .....................................
TAX CONSIDERATIONS..............................................................
A. General....................................................................
B. Taxation of Keyport........................................................
C. Taxation of Annuities in General...........................................
1. General...............................................................
2. Surrender, Assignments, and Gifts.....................................
3. Annuity Payments......................................................
4. Penalty Tax...........................................................
5. Income Tax Withholding................................................
6. Section 1035 Exchanges................................................
D. Qualified Plans............................................................
1. Tax Sheltered Annuities...............................................
2. Individual Retirement Annuities.......................................
3. Corporate Pension and Profit Sharing Plans............................
THE COMPANY.....................................................................
A. Business...................................................................
B. Selected Financial Data....................................................
C. Management Discussion and Analysis of Financial Condition and
Results of Operations......................................................
1. [reserved]............................................................
2. [reserved]............................................................
D. Reinsurance................................................................
E. Reserves...................................................................
F. Investments................................................................
G. Competition................................................................
H. Employees..................................................................
I. State and Federal Regulation...............................................
COMPANY MANAGEMENT..............................................................
EXECUTIVE COMPENSATION..........................................................
COMPENSATION OF DIRECTORS.......................................................
LEGAL PROCEEDINGS...............................................................
EXPERTS.........................................................................
LEGAL MATTERS...................................................................
FINANCIAL STATEMENTS............................................................
APPENDIX A (MARKET VALUE ADJUSTMENT FORMULAS AND ILLUSTRATIONS).................
APPENDIX B (TERM INTEREST ILLUSTRATIONS)........................................
APPENDIX C (SCHEDULE OF STATE PREMIUM TAXES)....................................

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GLOSSARY OF SPECIAL TERMS

The following terms in this Prospectus have the indicated meanings:

ACCOUNT YEAR,
ACCOUNT
ANNIVERSARY A continuous twelve-month period commencing on the date
that an Interest or Indexed Account is opened by
allocation or transfer, and each anniversary thereof
including the end of the Term.

ALLOCATED CONTRACT A Group Annuity Contract under which amounts are
allocated or credited to the accounts of individual
participants.

ANNUITANT The natural person upon whose life annuity payments are
based, and to whom any annuity payments will be made
starting on the Income Date.

ANNUITY OPTIONS Options available for annuity payments.

CAP The maximum percentage by which the value an Indexed
Account may increase during a single Term.

CERTIFICATE The document issued to each participant under an
Allocated Contract evidencing their participation in
the Group Annuity Contract as set forth in this
prospectus. As used in this Prospectus, the term
Certificate also includes any Group Annuity Contract
and any Individual Contract, unless the context
requires otherwise.

CERTIFICATE
ANNIVERSARY,
CERTIFICATE YEAR A continuous twelve-month period commencing on the
Certificate Date and each anniversary thereof.

CERTIFICATE DATE The effective date of participation under an Allocated
Contract as designated in the Certificate or the date a
Contract is issued and the Contract Owner's rights and
benefits begin.

CERTIFICATE OWNER The participant under Non-Qualified Plans and Allocated
Contracts issued to Qualified Plans; the Contract Owner
under Individual Contracts and Non-Allocated Contracts
issued to Qualified Plans.

CERTIFICATE OWNER'S
ACCOUNT The Account established by Keyport for a Certificate
Owner into which the Single Premium paid by or on
behalf of a Certificate Owner is credited.

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CERTIFICATE OWNER'S
ACCOUNT VALUE The value of all amounts under a Certificate in an Indexed
or Interest Account prior to the Income Date.

CERTIFICATE VALUE The guaranteed minimum value of the Certificate at any time
prior to any then-applicable Market Value Adjustment,
calculated as described below.
CERTIFICATE
WITHDRAWAL VALUE The greater of: (a) the Account Value, plus or minus any
applicable Market Value Adjustment, less any applicable
Surrender Charge, and (b) the Certificate Value, multiplied
by the ratio of the Account Value, adjusted by the
applicable Market Value Adjustment, to the unadjusted
Account Value.

CONTRACT OWNER The person, persons, or entity entitled to the ownership
rights stated in the Contract and in whose name(s) the
Contract is issued.

DESIGNATED
BENEFICIARY The person who may be entitled to receive benefits following
the death of the Annuitant, the Certificate Owner, or the
Joint Certificate Owner. The Designated Beneficiary will be
the first person among the following who is alive on the
date of death: Certificate Owner' Joint Certificate Owner;
Primary Beneficiary, Contingent Beneficiary; and otherwise
the Certificate Owner's estate. If the Certificate Owner
and Joint Certificate Owner are both alive, they will be the
Designated Beneficiary together.

ENROLLMENT FORM A document signed by a participant that serves as his or her
application for participation under an Allocated Contract.

FLOOR The minimum percentage by which the value of an Indexed
Account may increase during a single Term. The Floor will
never be lower than zero.

FREE WITHDRAWAL
AMOUNT The amount that may be surrendered, transferred, or applied
to an Annuity Option without any otherwise applicable
Surrender Charge or Market Value Adjustment. The Free
Withdrawal Amount is equal to the greater of:
(a) [10%] of the Certific ate Owner's Account Value; or
(b) the sum of any interest or Index Increases earned by or
credited to the Certificate Owner's Account Value in the
previous twelve (12) months, up to the sum of any such
amounts earned or credited since the most recent partial
surrender.

GENERAL ACCOUNT Keyport's general investment account which contains all of
Keyport's assets except those in Separate Accounts.

<PAGE>

GUARANTEED INTEREST
RATE The fixed rate of interest set and guaranteed by Keyport at
the beginning of a Term of an Interest Account to be used to
calculate the interest to be credited to the Interest
Account during the Term.

GUARANTEED INTEREST
RATE FACTORS The Participation, Cap, and Floor, which are set and
guaranteed by Keyport at the beginning of each Term of an
Indexed Account and used to calculate Index Increases under
a formula set forth in the Certificate.

INCOME DATE
The date on which annuity payments to an Annuitant are to
begin.

INDEXED ACCOUNT An account to which Keyport credits Index Increases.

INDEXED ACCOUNT
VALUE The value of an Indexed Account, equal to all allocations or
transfers to the Indexed Account, plus all Index Increases
credited to the Indexed Account, less all amounts
transferred or surrendered from the Indexed Account.

INDEX GROWTH
PERCENTAGE The product of the Participation Rate multiplied by the
percentage increase in the Index based on the highest value
reached by the Index at any Account Anniversary during the
Term (including the start of the Term). The Index Growth
Percentage may never be higher than the Cap or lower than
the Floor.

INDEX INCREASE Interest credited to an Indexed Account, which is calculated
using the Guaranteed Interest Rate Factors as applied to
changes in the Index.

INDIVIDUAL CONTRACT
A Contract issued to an individual as Contract Owner.

IN FORCE
The status of a Certificate before the Income Date, so long
as it is not totally surrendered and there has not been a
death of the Annuitant or any Certificate Owner that would
cause the Certificate to end within at most five years from
the date of death.

INTEREST ACCOUNT An account to which Keyport credits interest based on a
specific and guaranteed rate of interest.

INTEREST ACCOUNT
VALUE The value of an Interest Account, equal to all allocations
or transfers to the Indexed Account, plus all interest
credited to the Interest Account, less all amounts
transferred or surrendered from the Interest Account.

<PAGE>

JOINT CERTIFICATE
OWNER Any person designated by the Certificate Owner jointly to
possess rights in the Certificate Owner's Account. Keyport
requires that the Certificate Owner and any Joint
Certificate Owner act together.

NON-ALLOCATED
CONTRACT A Contract under which a single account is established and
held on behalf of all participants in a particular plan of
an employer or other eligible entity on a non-allocated
basis.

NON-QUALIFIED
CERTIFICATE Any Certificate that is not issued under a Qualified Plan.

OFFICE

Keyport's executive office, which is at 125 High Street,
Boston, Massachusetts 02110.

PARTICIPATION RATE
The percentage of the increase in the Index used to
calculate Index Increases.

QUALIFIED CERTIFICATE
Any Certificate issued under a Qualified Plan.

QUALIFIED PLAN A retirement plan established pursuant to the provisions of
Sections 401, 403 and 408 of the Internal Revenue Code and
HR-10 Plans for self-employed persons.

RESET DATE The date on which an amount is allocated to an Interest or
Indexed Account. The first day of each subsequent Term is
the next Reset Date for that Account.

SEPARATE ACCOUNT A separate investment account of Keyport in which assets
underlying the Certificates may be held and those assets may
be valued at market value. Assets held in certain Separate
Accounts will be subject to the claims of Keyport's general
creditors.

SINGLE PREMIUM The payment made by or an behalf of a participant with
respect to a Certificate.

TERM The period for which either a Guaranteed Interest Rate is
credited to an Interest Account or Guaranteed Interest Rate
Factors are used to calculate Index Increases for an Indexed
Account. Terms may be selected by a Certificate Owner from
among those offered by Keyport.

<PAGE>

TREASURY RATE The Treasury Rate is the interest rate in the Treasury
Constant Maturity Series, as published by the Federal
Reserve Board, for a maturity equal to the appropriate
number of years. The Treasury Rate is used in calculating
Market Value Adjustments.

WRITTEN REQUEST A written request in a form satisfactory to Keyport, signed
by the Certificate Owner, and received at Keyport's Office.

DESCRIPTION OF CONTRACTS AND CERTIFICATES

A. OWNERSHIP

The Certificate Owner is the individual or legal entity that has the power
to exercise the rights of an owner under the Certificate. The Certificate Owner
is the person or entity designated in the application for a Contract or the
individual so designated in the Enrollment Form for a Certificate issued under
an Allocated Contract.

The Certificate Owner may exercise all rights summarized in the
Certificate. Joint Certificate Owners are permitted but not contingent
Certificate Owners.

Prior to the Income Date, the Certificate Owner may, by Written Request,
change the Certificate Owner, Joint Certificate Owner, Beneficiary, Contingent
Beneficiary, Contingent Annuitant, or in certain instances, the Annuitant. An
irrevocably-named person may be changed only with the written consent of such
person.

Because a change of Certificate Owner by means of a gift (i.e., a transfer
without full and adequate consideration) may be a taxable event, a Certificate
Owner should consult a competent tax adviser as to the tax consequences
resulting from such a transfer.

Any Qualified Certificate may have limitations on transfer of ownership. A
Certificate Owner should consult a competent tax adviser as to the tax
consequences resulting from such a transfer.

B. ENROLLMENT FORM AND PREMIUM PAYMENTS

The Single Premium is due on the Certificate Date. The Single Premium may
not be less than $5,000. Although there is currently no maximum for the Single
Premium, Keyport reserves the right to limit the total premiums paid on multiple
Certificates with respect to any one Certificate Owner. Keyport may reject any
premium payment.

The Single Premium is credited to a Certificate Owner's Account, which is
established on the date of receipt of a properly completed application or
Enrollment Form along with the required premium payment. Keyport will issue a
Certificate and confirm the receipt of the Single Premium in writing. If the
Contract is issued on a Non-Allocated basis, a single Certificate Owner's
Account is opened for the Certificate Owner. A Certificate Owner's Account
starts earning interest on the

<PAGE>

day following the date the Certificate Owner's Account is established on his or
her behalf. A Certificate Owner may choose to allocate the Single Premium to an
Interest Account or an Indexed Account, as described below.

In the event Keyport determines that an application or Enrollment Form is
not properly completed, Keyport will attempt to contact the Certificate Owner by
letter or telephone to secure the information necessary to complete the form.

Keyport will return an improperly completed application or Enrollment Form,
along with the corresponding premium payment, which cannot be properly completed
within three weeks of its receipt.

Keyport will permit others to act on behalf of an applicant in certain
instances, including the following two examples. First, Keyport will accept an
application for a Certificate that contains a signature signed under a power of
attorney, if a copy of that power of attorney is submitted with the application.
Second, Keyport will issue a Certificate that is not replacing an existing life
insurance or annuity policy without having previously received a signed
application from the applicant. Certain dealers or other authorized persons
such as employers and Qualified Plan fiduciaries will inform Keyport of an
applicant's answers to the questions in the application by telephone or by order
ticket and cause the Single Premium to be paid to Keyport. If the information
is in good order, Keyport will issue the Certificate with a copy of an
application completed with that information. The Certificate will be delivered
to the Certificate Owner with a letter from Keyport that will give the
Certificate Owner an opportunity to respond to Keyport if any of the application
information is incorrect. Alternatively, Keyport's letter may request the
Certificate Owner to confirm the correctness of the information by signing
either a copy of the application or a Certificate delivery receipt that ratifies
the application in all respects. (In either case, a copy of the signed document
would be returned to Keyport for its permanent records.) All purchases are
confirmed, in writing, to the applicant by Keyport. Keyport's liability extends
only to purchases so confirmed.

C. ACCUMULATION PERIOD

1. INITIAL TERM

A Certificate Owner will select the type of Account, either an Interest
Account or an Indexed Account, to which the Single Premium will be allocated,
and the duration of the initial Term from among those offered by Keyport.
Initial Terms of [one, two, three, four, five, six, seven, eight, nine, and ten]
years are currently available. Keyport may offer other durations from time to
time.

A Term begins on the date as of which the Single Premium is allocated or an
amount is transferred to an Account and ends when the number of years in the
Term elected has elapsed. The last day of the Term is the expiration date for
the Term. The subsequent Term begins on the first day following the expiration
date of the previous Term.

The Single Premium (less surrenders made and subject to applicable Market
Value Adjustments and premium taxes, if any) will earn and be credited interest
and/or Index Increases in accordance with the formula applicable to the selected
type of Account, as described below.

<PAGE>

Interest is credited to Interest Accounts at a fixed rate specified and
guaranteed at the beginning of the Term for the duration of the Term. Index
Increases are credited to Indexed Accounts by reference to fixed factors,
guaranteed at the beginning of the Term for the duration of the Term, as applied
to changes in the Standard & Poor's 500 Composite Stock Price Index (the
"Index"). Keyport guarantees that for the duration of the Term it will use the
Guaranteed Interest Rate or Guaranteed Interest Rate Factors established at the
beginning of the Term, without change, to calculate the Interest or Index
Increases credited to the Account Value.

(a) INTEREST ACCOUNTS

Through the Interest Accounts, Keyport offers specified effective and
guaranteed annual rates of interest, the Guaranteed Interest Rates, for a
specified period of time, the Term, selected by the Certificate Owner. Although
Guaranteed Interest Rates may differ among Terms of different durations or
established at different times, a Guaranteed Interest Rate will never be less
than 3% per year and, once declared, will never be changed during a Term.

A Single Premium credited to an Interest Account will earn interest at the
Guaranteed Interest Rate for a Term of the selected duration. Interest will be
credited daily at a rate which, compounded, equals an effective annual rate
equal to the Guaranteed Interest Rate. If an amount remains in an Interest
Account until the end of the applicable Term, its value will be equal to the
amount originally allocated or transferred to the Interest Account, less all
amounts withdrawn, plus all interest credited to the Account.

(b) INDEXED ACCOUNTS

Through the Indexed Accounts, Keyport offers Index Increases that depend on
increases in a specified Index. The Index Increases are determined based on a
formula utilizing specified Guaranteed Interest Rate Factors (the Participation
Rate, Cap, and Floor) that are available for specified periods of time (Terms)
selected by the Certificate Owner. Although Guaranteed Interest Rate Factors
may differ among Terms of different durations or established at different times,
once declared, they will never be changed during a Term.

Keyport will calculate and credit Index Increases at each Account
Anniversary after the start of a Term. The Certificates contain a formula for
using the Index and the Guaranteed Interest Factors established at the beginning
of the Term to calculate the Index Increases during the term. Essentially, at
each Account Anniversary during the Term, Keyport will determine an Index Growth
Percentage for the Account by multiplying the Participation Rate by the
percentage increase in the Index since the beginning of the Term, calculated
using the highest value attained by the Index at any Account Anniversary during
the Term. The Index Growth Percentage may never be higher than the Cap or lower
than the Floor, which also are established and guaranteed at the beginning of
the Term. Once the Index Growth Percentage is established, Keyport will
calculate the Index Increase (if any) to be credited to the Account by (a)
multiplying the Index Growth Percentage by the smaller of the Account Value at
the beginning of the Term and the Account Value (prior to the crediting of any
Index Increases) on any Account Anniversary during the Term, and (b) subtracting
from the result the total Index Increases credited to the Account previously
during the Term.

<PAGE>

The effect of this formula is to provide that, in the absence of any
partial or total surrender during a Term, the total Index Increases credited to
an Indexed Account during a Term will equal the Account Value at the beginning
of the Term multiplied by a percentage of the percentage increase in the Index
since the beginning of the Term (subject to the Cap and not less than the
Floor), using the highest value attained by the Index at any Account Anniversary
during the Term. Moreover, the guarantee that the Floor will not be less than
zero ensures that once an Index Increase has been credited to an Indexed
Account, the value of the Indexed Account will not be reduced to reflect
declines in the Index as measured at any subsequent Account Anniversary. If the
Index does not increase from one Account Anniversary to the next or does not
exceed its value at a prior Account Anniversary during the Term, however, no
Index Increase will be credited to the Account on that Account Anniversary.
Moreover, the total Index Increases credited to an Indexed Account may be more
or less than the amount of interest credited to an Interest Account established
at the same time for the same Term, depending on the change in the Index over
the course of the Term.

If no or small Index Increases are earned by and credited to an Indexed
Account, in time the value of an Indexed Account may be less than the
Certificate Value. In those circumstances, the Certificate Value is used to
calculate any benefit payable under the Certificate. In addition, if at the end
of a Term the value of an Indexed Account is less than the Certificate Value,
Keyport will credit the Indexed Account with an End of the Term Increase equal
to the excess of the Certificate Value over the Indexed Account Value. (See
"Certificate Value".)

If an amount is withdrawn from an Indexed Account through one or more
partial surrenders during a Term, the Index Increase calculation at Account
Anniversaries thereafter will be based on the Account Value after the partial
surrender, rather than the Account Value at the beginning of the Term. AS A
RESULT, IF A PARTIAL SURRENDER REDUCES THE ACCOUNT VALUE BELOW ITS VALUE AT THE
BEGINNING OF THE TERM, IN SOME CIRCUMSTANCES, WHERE INDEX INCREASES HAVE BEEN
CREDITED EARLIER IN THE TERM, AN INCREASE IN THE INDEX AT AN ACCOUNT ANNIVERSARY
MAY NOT RESULT IN THE CREDITING OF AN INDEX INCREASE.

The Index currently is the Standard and Poor's 500 Composite Stock Price
Index ("S&P 500"). The S&P 500 is a widely accepted and broad measure of the
performance the major United States stock markets. The S&P 500 is a market
value weighted measure of changes in the prices of the underlying securities and
does not reflect the reinvestment of dividends on the underlying securities.
"S&P-Registered Trademark-", "S&P 500-Registered Trademark-", and "Standard &
Poor's 500" are trademarks of McGraw Hill, Inc., and have been licensed for use
by Keyport. The Contract is not sponsored, endorsed, sold, or promoted by
Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of purchasing the product.

If the publication of the Index is discontinued, or the calculation of the
Index is changed substantially, Keyport will substitute a suitable index and
notify the Certificate Owner.

The formula used to calculate Index Increases and illustrative examples are
set forth in Appendix B.

<PAGE>

A new Term will automatically begin at the end of a Term, unless a
Certificate Owner elects to make a total surrender. (See "Surrenders".) Each
subsequent Term will be for one-year's duration, unless, within the thirty (30)
day period immediately prior to the end of the previous Term, the Certificate
Owner by Written Request chooses a Term of a different duration or elects to
transfer the Account Value to a different type of Account. A Certificate Owner
may choose from among the Terms offered by Keyport at that time. Keyport may
discontinue offering Terms of certain durations currently available or offer
Terms of different durations from time to time. The then available Guaranteed
Interest Rates and Guaranteed Interest Rate Factors may vary based on the
duration of the Term selected, and may differ from the rates currently available
for new Certificate. The Certificate Owner may not select a Term for a period
longer than the number of years remaining until the Income Date. If the
selected Term exceeds this limit, Keyport automatically will allocate the
Account Value to a Term of one-year's duration. In addition, if less than one
year remains until the Income Date, Keyport automatically will allocate the
Account Value to an Interest Account with a Term of one year's duration.

The Account Value at the beginning of any subsequent Term will be equal to
the value at the end of the previous Term. In the absence of any partial or
total surrender or transfer (the effects of which are described below), the
Account Value will earn and be credited with interest or Index Increases for
each year in the subsequent Term using the Guaranteed Interest Rates or
Guaranteed Interest Rate Factors established at the beginning of the subsequent
Term for the type of Account and Term selected by the Certificate Owner or
established by default (as described above) in the absence of other
instructions.

(d) INFORMATION ON RENEWAL RATES

A Certificate Owner is provided with a toll-free number to call to inquire
about rates for Terms then being offered. In addition, prior to the beginning
of each subsequent Term, Keyport will notify the Certificate Owner in writing of
the Terms then available and certain Guaranteed Interest Rates and Guaranteed
Interest Rate Factors then available. At the end of any Term, a Certificate
Owner has the opportunity to select any other duration of Term then being
offered.

2. ESTABLISHMENT OF GUARANTEED INTEREST RATES AND GUARANTEED INTEREST
RATE FACTORS

A Certificate Owner will know the Guaranteed Interest Rate or Guaranteed
Interest Rate Factors for the Term chosen at the time of the initial purchase.
Different Guaranteed Interest Rates and Guaranteed Interest Rate Factors may be
established for Terms of different durations. Guaranteed Interest Rates and
Guaranteed Interest Rate Factors for initial and renewal Terms will be
established periodically. Keyport may offer differing Guaranteed Interest Rates
and Guaranteed Interest Rate Factors for initial allocations, transfers during
Terms, and renewal Terms.

Keyport has no specific formula for determining the Guaranteed Interest
Rates and Guaranteed Interest Rate Factors that it will declare in the future.
The determination of those guaranteed rates and factors will be reflective of
interest rates generally available on the types of

<PAGE>

investments in which Keyport intends to invest the proceeds attributable to the
Certificate Owner's Account. (See "Investments by Keyport".) In addition,
Keyport's management may consider various other factors in determining
guaranteed rates and factors for a given period, including, the duration of a
Term, regulatory and tax requirements, sales commissions and administrative
expenses borne by Keyport, general economic trends, and competitive factors.
The Guaranteed Interest Rates declared by Keyport, however, (including the rate
of interest credited to the Certificate Value used in the determination of the
value of an Indexed Account), will never be less than 3% annually. KEYPORT'S
MANAGEMENT WILL MAKE THE FINAL DETERMINATION AS TO GUARANTEED INTEREST RATES AND
GUARANTEED INTEREST RATE FACTORS TO BE DECLARED. KEYPORT CANNOT PREDICT OR
GUARANTEE FUTURE GUARANTEED INTEREST RATES AND GUARANTEED INTEREST RATE FACTORS.

3. CERTIFICATE VALUE

The Certificate also provides a minimum value, called the Certificate
Value, that will be used to calculate benefits under a Certificate in
circumstances in which the Certificate Value is higher than the value of an
Indexed Account calculated as described above.

The Certificate Value is equal to: (a) 90% of the Single Premium; plus (b)
any Excess Interest Credits, as defined below; less (c) all amounts withdrawn
from the Account; plus (d) if there has been a transfer to which a Market Value
Adjustment applied, the positive or negative amount equal to the Adjusted
Certificate Value (I.E., the Certificate Value proportionately adjusted to
reflect the effect of any applicable Market Value Adjustment on the Account
Value) less the Certificate Value, at the time of the transfer; plus (e)
interest credited at an annual guaranteed rate of 3% per year. In addition, at
the end of each Term, additional interest, called an "Excess Interest Credit",
will be credited to the Certificate Value, to the extent needed to ensure that
the total interest (including previous Excess Interest Credits) credited to the
Certificate Value equals the total interest or Index Increases ever credited to
the Certificate Owner's Account Value. Interest amounts credited to the
Certificate Value will earn interest in subsequent Certificate Years.

The Certificate Value would be used to calculate benefits if, for example,
the Index were to remain level or decline for several years and accordingly,
Indexes Increases were not credited to an Indexed Account. In such a
circumstance, while the value of the Indexed Account would not decline, the
Certificate Value might rise above the value of the Indexed Account, as a result
of the 3% annual interest credited to Certificate Value.

4. TRANSFER OF VALUES

The Certificate Owner may transfer the entire Account Value from an
Interest or Indexed Account to another Interest or Indexed Account, subject to
the following:

(a) the transfer must be by Written Request or telephone before the Income
Date;

(b) the number of transfers may not exceed any limit Keyport may set for a
specified time period; [currently, Keyport does not limit the number
of permissible transfers in a single Certificate Year];

<PAGE>

(c) the Indexed Account Value may only be transferred during the first ten
(10) calendar days after the end of each full Term;

(d) the Interest Account Value may be transferred at any time before the
Income Date;

(e) the amount transferred shall equal the total Account Value, with a
Market Value Adjustment (if any); partial transfers are not permitted;

(f) no Market Value Adjustment shall apply to a transfer (i) from an
Account with a Term of less than three (3) years, (ii) in the final
year of a Term of three (3) or more years to an Account with a Term of
three (3) or more years, or (iii) within the first ten (10) calendar
days after the end of each full Term; and

(g) for transfers not made within the first ten calendar days of a Term,
the Term of the new Account cannot be less than the remaining number
of years (rounded up) in the Term of the Account from which the
transfer is being made; and

(h) the Term of the new Account cannot be longer than the number of years
remaining until the Income Date.

While no charge currently applies to transfers, Keyport reserves the right
to charge [$25] per transfer if a Certificate Owner makes more than [4]
transfers in a single Certificate Year. Keyport reserves the right, at any time
and without prior notice, to terminate, modify, or suspend the transfer
privileges described above.

5. SURRENDERS

(a) GENERAL

A Certificate Owner may make a full or partial surrender of a Certificate
Owner's Account at any time prior to the Income Date while it is In Force,
subject to specified charges and conditions described below. Partial surrenders
may only be made if:

(i) the surrender request is at least [$300], unless the partial surrender
is made pursuant to Keyport's systematic withdrawal plan, in which
case the minimum withdrawal is [$100]; and

(ii) the remaining Account Value after the partial surrender has been made
is at least [$2500].

The net amount paid upon partial or total surrender will reflect the
deduction of any applicable Surrender Charge and any Market Value Adjustment,
calculated as described below. Therefore, the amount actually received by a
Certificate Owner may be greater than or less than the amount subtracted from
Account Value as a result of the surrender. As described below, certain partial
surrenders are not subject to a Surrender Charge and/or Market Value Adjustment.

<PAGE>

If after complying with a request for a partial surrender there would be
insufficient Account Value to keep the Certificate In Force, Keyport will treat
the request as a request to surrender only the excess amount over [$2500].

(b) SYSTEMATIC WITHDRAWAL PROGRAM

To the extent permitted by law, Keyport will make monthly, quarterly, semi-
annual, or annual distributions of interest credited to an Interest Account to a
Certificate Owner that has enrolled in the Systematic Withdrawal Program (the
"Program"). Under the Program, all distributions will be made directly to the
Certificate Owner and will be treated for federal tax purposes as any other
withdrawal or distribution of Account Value. (See "Tax Considerations".) The
selected frequency of payment may not result in a payment of less than [$100]
per payment. Systematic withdrawals may not be made from an Indexed Account.
Distributions under the Systematic Withdrawal Program are not subject to
Surrender Charges or Market Value Adjustments.

1. PARTIAL SURRENDERS

At any time prior to the Income Date, a Certificate Owner may request by
Written Request a partial surrender. The surrender amount paid to the
Certificate Owner will be the gross surrender amount increased or decreased by
any applicable Market Value Adjustment and decreased by any applicable Surrender
Charge. Both the Surrender Charge and the Market Value Adjustment are
calculated based on the gross surrender amount. Thus, for example, if the gross
surrender amount were $10,000, the Surrender Charge and the Market Value
Adjustment were each 5%, and the Free Withdrawal Percentage did not apply, the
Surrender Charge and the Market Value Adjustment would each be 5% of $10,000,
for a net surrender payment to the Certificate Owner of $9,000 ($10,000 -$500 -
$500). Keyport will attempt to honor requests for a net partial surrender of a
specific amount. If a Market Value Adjustment applies, however, the amount
actually paid by Keyport may be more or less than the amount requested, because
of computational rounding. The total amount deducted from the Account Value
upon a partial surrender will be the gross surrender amount (prior to the
application of any Market Value Adjustment).

2. TOTAL SURRENDERS

The Certificate Owner may make a total surrender by Written Request.
Surrendering the Certificate will end it.

The surrender value will be determined as of the date that Keyport receives
the Written Request for surrender. Keyport will pay the Certificate Owner the
Certificate Withdrawal Value, which is the greater of: (a) the Account Value
(with any applicable Market Value Adjustment applied), less any applicable
Surrender Charge; or (b) the Certificate Value, adjusted by the ratio of the
Account Value (with any applicable Market Value Adjustment applied) to the
unadjusted Account Value. In addition, Keyport will deduct any premium taxes
not previously paid.

<PAGE>

For any total surrender made after the first Certificate Year, the
Certificate Owner may receive the surrender benefit under an Annuity Option
rather than in a lump sum.

Keyport will, upon request, inform a Certificate Owner of the amount
payable upon a full or partial surrender. Any full or partial surrender may, in
addition to certain Certificate charges and adjustments, be subject to tax.
(See "Tax Considerations".)

(d) RISK

AN INHERENT RISK IS THAT IN THE EVENT OF A SURRENDER PRIOR TO THE END OF THE
APPLICABLE TERM, THE MARKET VALUE ADJUSTMENT MIGHT CAUSE A REDUCTION IN THE
CERTIFICATE OWNER'S ACCOUNT VALUE. (See "Market Value Adjustment".)

(e) PAYMENT UPON PARTIAL OR TOTAL SURRENDER

Keyport may defer payment of any partial or total surrender for a period
not exceeding six (6) months from the date of receipt of a notice of surrender
by a Certificate Owner, or the period permitted by state insurance law, if less.
Only under highly unusual circumstances will a surrender payment be deferred
more than thirty (30) days. While all circumstances under which deferral of
payment might be involved upon surrender may not be foreseeable at this time,
such circumstances could include, for example, a time of an unusually high
number of surrenders by Certificate Owner's, accompanied by a radical shift in
interest rates. If Keyport decides to withhold payment for more than thirty
(30) days, a Certificate Owner will be notified in writing of such decision.

6. DEDUCTIONS

(a) SURRENDER CHARGE

No sales charge is deducted from the Single Premium when received. Except
as provided below, however, a Surrender Charge will be deducted for any partial
or total surrender, other than partial or total surrenders effective within the
first thirty (30) calendar days after the end of any full Term or during the
Certificate Year preceding the Income Date.

The amount of any Surrender Charge is computed as a percentage of the gross
surrender amount in excess of the Free Withdrawal Amount, adjusted as described
below. A portion of the first partial surrender in a particular Certificate
Year, not exceeding the Free Withdrawal Amount, may be made free of any
Surrender Charge or Market Value Adjustment. The Free Withdrawal Amount is
equal to the greater of: (a) [10%] of the Certificate Owner's Account Value; or
(b) the sum of any interest earned by any Interest Account or Index Increases on
any Indexed Account in the prior twelve months, up to the amount of such
interest or Index Increases earned or received since the most recent partial
surrender. The portion of the first partial surrender in excess of the

<PAGE>

Free Withdrawal Amount (if any), and any subsequent partial surrender in the
same Certificate Year, will be subject to a Surrender Charge and any applicable
Market Value Adjustment.

As to total surrenders, if no partial surrender was made in the same
Certificate Year, only the portion of the gross surrender amount in excess of
the Free Withdrawal Amount is subject to a Surrender Charge or Market Value
Adjustment. Otherwise, the total amount surrendered is subject to a Surrender
Charge and Market Value Adjustment.

The amount of the Surrender Charge depends on the number of years (rounded
up) remaining until the end of the Term of the Account from which the partial
surrender is withdrawn. The amount of the Surrender Charge will be equal to (a)
multiplied by (b), where:

(a) is the amount of the partial surrender request, less the Free
Withdrawal Amount (if applicable); and

(b) is the applicable percentage from the Certificate Data Page, depending
on the number of years (rounded up) remaining until the end of the
Term.

After each surrender, Keyport also will adjust its records to reflect
appropriate deductions from the Account Value and the Certificate Value.

The chart below indicates the Surrender Charge percentage that will be
applied while the specified number of years are remaining:

<TABLE>
<CAPTION>
Surrender
Years Remaining Charge Percentage
--------------- -----------------
<S> <C>
1 1%
2 2%
3 3%
4 4%
5 5%
6 6%
7 7%
8 7%
9 7%
10 7%

</TABLE>

Keyport reserves the right to increase or decrease the amount of this charge,
and the period of time for which it will apply, on new Certificates up to a
maximum of [10%]. If such amounts are ever increased, the increase will only
apply to new Certificates issued after full disclosure to prospective new
Certificate Owners or to existing Certificate Owners purchasing additional
Certificates.

The Surrender Charge will apply to a full or partial surrender, in each
Term of a Certificate. In other words, a Surrender Charge may be payable in
Terms after the first, irrespective of how

<PAGE>

long the Certificate has been in force. Also, any surrender may, in addition
to certain Certificate charges and adjustments, be subject to tax. (See "Tax
Considerations".)

(b) MARKET VALUE ADJUSTMENT

The amount payable upon a surrender prior to the Income Date, upon a
transfer, or upon application of Account Value to an Annuity Option may be
adjusted up or down by the application of a Market Value Adjustment. The Market
Value Adjustment reflects the relative difference between (a) the current
Treasury Rate for a period of time equivalent to the remaining duration of the
current Term; and (b) the Treasury Rate at the beginning of the Term for a
period of time equal to the full duration of the Term.

More specifically, the amount payable upon a partial or total surrender of,
or upon application of Account Value to an Annuity Option from, an Account with
a Term of three (3) years or more may be adjusted up or down by the application
of the Market Value Adjustment. No Market Value Adjustment will apply to a
partial or total surrender or the application of Account Value to an Annuity
Option within the first thirty (30) calendar days after the end of any full
Term. Where applicable, the Market Value Adjustment upon a surrender is
calculated based on the gross surrender amount before the deduction of any
applicable Surrender Charge.

A Market Value Adjustment also applies to any transfer from an Account with
a Term of three (3) years or more, unless the effective date of the transfer is:
(a) within the final year of the Term and the transfer is to an Account with a
Term of three (3) years or more; or (b) within the first ten (10) calendar days
after the end of any full Term. Where applicable, the Market Value Adjustment
upon transfer is calculated based on the Account Value. In addition, as
described above, a Market Value Adjustment in connection with a transfer also
will result in an adjustment to Certificate Value. (See "Certificate Value".)

The formula for calculating the Market Value Adjustment is set forth in
Appendix A to this prospectus. If there has not previously been a partial
surrender in the Certificate Year of a transaction subject to a Market Value
Adjustment, an amount not exceeding the Free Withdrawal Amount will be
subtracted from the amount used to calculate the Market Value Adjustment.
Otherwise, the gross amount surrendered, transferred, or applied to an Annuity
Option is used as the basis to calculate the applicable Market Value Adjustment.

The Market Value Adjustment for Indexed Accounts may include a Scaling
Factor. The Scaling Factor will range between [1] for a three-year Term and [1]
for a ten-year Term, and is calculated by straight-line interpolation for Terms
of four to nine years. The Scaling Factor will never be greater than one.
Where the Scaling Factor is less than one, the Scaling Factor will reduce the
positive or negative amount of any Market Value Adjustment. The Market Value
Adjustment for Interest Accounts will not include a Scaling Factor.

Because the Market Value Adjustment is based on changes in the yields on
U.S. Treasury securities, the effect of the Market Value Adjustment will be
closely related to the levels of such yields. It is possible, therefore, that,
should such yields increase significantly from the time of

<PAGE>

purchase of a Certificate, coupled with any applicable Surrender Charge, the
amount a Certificate Owner would receive upon a total surrender could be less
than the Single Premium.

UPON REQUEST, KEYPORT WILL FURNISH A CERTIFICATE OWNER WITH ILLUSTRATIONS OF THE
EFFECT OF THE MARKET VALUE ADJUSTMENT ON A CERTIFICATE OWNER'S ACCOUNT VALUE IF
ALL OR ANY PART OF THE CERTIFICATE OWNER'S ACCOUNT VALUE IS SURRENDERED PRIOR TO
THE END OF A TERM.

7. PREMIUM TAXES

Keyport deducts the amount of any premium taxes levied by any state or
governmental entity when the premium tax is incurred, unless Keyport elects to
defer such deduction until the time of surrender or the Income Date. It is not
possible to describe precisely the amount of premium tax payable on any
transaction involving a Certificate. Such premium taxes depend, among other
things, on the type of Certificate (Qualified or Non-Qualified), on the state of
residence of the Certificate Owner, the state of residence of the Annuitant, the
status of Keyport within such states, and the insurance tax laws of such states.
Currently such premium taxes range from 0% to 5.0%. For a schedule of such
taxes, see Appendix C of this Prospectus.

8. DEATH PROVISIONS

These provisions do not apply to Non-Allocated Contracts. In Non-Allocated
Contracts, Annuitants or payees are unknown until the Contract Owner requests
that an annuity be effected.

(a) NON-QUALIFIED CERTIFICATES

DEATH OF CERTIFICATE OWNER, JOINT CERTIFICATE OWNER OR CERTAIN NON-
CERTIFICATE OWNER ANNUITANTS - These provisions apply if, before the Income Date
while the Certificate is In Force, the Certificate Owner or any Joint
Certificate Owner dies (whether or not the decedent is also the Annuitant) or
the Annuitant dies under a Certificate with a non-natural Certificate Owner such
as a trust. The Designated Beneficiary will control the Certificate Owner's
Account after such a death.

If the decedent was the Certificate Owner or the Annuitant (if the
Certificate Owner is not a natural person), the Designated Beneficiary may
surrender the Certificate Owner's Account within ninety (90) days of the date of
death for the death benefit on the date of surrender. The death benefit is the
greatest of: (a) the Account Value; (b) the Certificate Value; or (c) the
Certificate Withdrawal Value. For a surrender after ninety (90) days and for a
surrender following the death of a Joint Certificate Owner, the Certificate
Withdrawal Value is payable instead. If the Certificate Owner's Account is not
surrendered, it will stay in force for the time period specified below.

IF THE DECEDENT'S SURVIVING SPOUSE (IF ANY) IS THE SOLE DESIGNATED
BENEFICIARY, the surviving spouse will automatically become the new sole
Certificate Owner as of the Annuitant's date of the death. And, if the decedent
is the Annuitant, the new Annuitant will be any living Contingent Annuitant
named in the Enrollment Form, otherwise the surviving spouse. The Certificate
Owner's Account can stay in force until another death occurs (i.e., until the
death of the Annuitant,

<PAGE>

Certificate Owner or Joint Certificate Owner). Except for this paragraph, all
of "Death Provisions" will apply to that subsequent death.

IN ALL OTHER CASES, the Certificate Owner's Account can stay in force up to
five years from the date of death. During this period, the Designated
Beneficiary may exercise all ownership rights, including the right to make
transfers or partial surrenders or the right to totally surrender the
Certificate pursuant to the surrender provisions of the Certificate. If the
Certificate Owner's Account is still in force at the end of the five-year
period, Keyport will automatically end it then by paying to the Designated
Beneficiary the Certificate Withdrawal Value, without the deduction of any
applicable Surrender Charge. If the Designated Beneficiary is not alive then,
Keyport will pay any Person(s) previously named by the Designated Beneficiary in
a Written Request, otherwise the Designated Beneficiary's estate.

PAYMENT OF BENEFITS - Instead of receiving a lump sum, the Certificate
Owner or any Designated Beneficiary may direct by Written Request that Keyport
pay any benefit of $5,000 or more under an Annuity Option that meets the
following requirements: (a) the first payment to the Designated Beneficiary must
be made no later than one year after the date of death; (b) payments must be
made over the life of the Designated Beneficiary or over a period not extending
beyond that person's life expectancy; and (c) any Annuity Option that provides
for payments to continue after the death of the Designated Beneficiary will not
permit the successor payee to extend the period of time over which the remaining
payments are to be made. The Certificate Owner may also direct that any benefit
payable to a Designated Beneficiary be paid under an Annuity Option meeting
these same requirements.

DEATH OF CERTAIN NON-CERTIFICATE OWNER ANNUITANTS - These provisions apply
if, before the Income Date while the Certificate is In Force, (a) the Annuitant
dies, (b) the Annuitant is not a Certificate Owner, and (c) the Certificate
Owner is a natural person. The Certificate will continue In Force after the
Annuitant's death. The new Annuitant will be any living Contingent Annuitant,
otherwise the Certificate Owner.

(b) QUALIFIED CERTIFICATES

DEATH OF ANNUITANT - If the Annuitant dies while the Certificate is In
Force, the Designated Beneficiary will control the Certificate after such a
death. The Designated Beneficiary may surrender the Certificate Owner's Account
within ninety (90) days of the date of death for the death benefit on the date
of surrender, calculated as described above. For a surrender after ninety (90)
days and for a surrender following the death of an older Annuitant, the
Certificate Withdrawal Value is payable instead.

If the Certificate Owner's Account is not surrendered, it can stay in force
for the time period permitted by the Internal Revenue Code provisions applicable
to the particular Qualified Plan. During this period, the Designated
Beneficiary may exercise all ownership rights, including the right to make
partial surrenders or the right to totally surrender the Certificate pursuant to
the surrender provisions of the Certificate. If the Certificate Owner's Account
is still In Force at the end of the period, Keyport will automatically end it
then by paying to the Designated Beneficiary the Certificate Withdrawal Value.
If the Designated Beneficiary is not alive then, Keyport will pay any

<PAGE>

Person(s) named by the Designated Beneficiary in a Written Request; otherwise
the Designated Beneficiary's estate.

PAYMENT OF BENEFITS - Instead of receiving a lump sum, the Certificate
Owner or any Designated Beneficiary may, by Written Request, direct that Keyport
pay any benefit or $5,000 or more under an Annuity Option that meets the
following: (a) the first payment to the Designated Beneficiary must be made no
later than one year after the date of death; (b) payments must be made over the
life of the Designated Beneficiary or over a period not extending beyond that
person's life expectancy; and (c) any payment option that provides for payments
to continue after the death of the Designated Beneficiary will not permit the
successor payee to extend the period of time over which the remaining payments
are to be made. The Certificate Owner may also direct that any benefit payable
to a Designated Beneficiary be paid under an Annuity Option meeting these same
requirements.

D. ANNUITY PERIOD PROVISIONS

1. ANNUITY BENEFITS

If the Annuitant is alive on the Income Date and the Certificate is In
Force, payments will begin under the payment option or options the Certificate
Owner has chosen. The amount of the payments will be determined by applying the
Annuity Value (less any premium taxes not previously deducted) on the Income
Date in accordance with the option selected. The Annuity Value is the greater
of (a) the Account Value after application of any applicable Market Value
Adjustment, or (b) the Certificate Value, adjusted to reflect the ratio of the
Account Value (after application of the Market Value Adjustment) to the
unadjusted Account Value.

2. THE INCOME DATE AND FORM OF ANNUITY

The Income Date is shown on the Certificate Schedule. The Income Date is
the later of the end of the Certificate Year in which the Annuitant's 85th
birthday occurs or the end of the 10th Certificate Year.

Under Allocated Contracts, a Certificate Owner may elect, at least thirty
(30) days prior to the Income Date, to have the Annuity Value applied on the
Income Date under any of the Annuity Options described below. In the absence of
such election, the Annuity Value will be applied on the Income Date under Option
2 to provide a monthly life annuity with ten (10) years of payments guaranteed.

If a Contract is issued on a Non-Allocated basis, a Contract Owner may
request that a portion of the Account Value, as modified by any applicable
Surrender Charge and Market Value Adjustment, be applied under an Annuity Option
for a participant in that Contract Owner's plan. We will then issue a
Certificate for such participant (who is also the Annuitant) and begin annuity
payments as directed by the Contract Owner.

No surrenders may occur after the Income Date. Other special rules may
apply to qualified retirement plans. (See "Qualified Plans".)

<PAGE>

3. CHANGE OF ANNUITY OPTION

A Certificate Owner may change the Annuity Option from time to time, but
such change must be made by Written Request and received by Keyport at least
thirty (30) days prior to the scheduled Income Date.

4. ANNUITY OPTIONS

OPTION 1 - INCOME FOR A FIXED NUMBER OF YEARS

Keyport will pay an annuity for a chosen number of years, not less than
five (5) nor over thirty (30). If, at the death of the payee, Option 1 payments
have been made for less than the chosen number of years:

(a) payments will be continued during the remainder of the period to the
successor payee; or

(b) that successor payee may elect to receive in a lump sum the present
value of the remaining payments, commuted at the interest rate used to
create the annuity factor for this option.

See "Annuity Payments" for the manner in which Option 1 may be taxed.

OPTION 2 - LIFE INCOME WITH 10 YEARS GUARANTEED

Keyport will pay an annuity during the lifetime of the payee. If, at the
death of the payee, payments have been made for less than ten (10) years:

(a) payments will be continued during the remainder of the period to the
successor payee; or

(b) the successor payee may elect to receive in a lump sum the present
value of the remaining certain payments, commuted at the interest rate
used to create the annuity factor for this option.

The amount of the annuity payments will depend on the age of the payee at the
time annuity payments are to begin and it may also depend on the payee's sex.

OPTION 3 - JOINT AND LAST SURVIVORSHIP INCOME

Keyport will pay an annuity for as long as either the payee or a designated
second natural person is alive. The amount of the annuity payments will depend
on the age of both persons at the time annuity payments are to begin and it may
also depend on each person's sex. IT IS POSSIBLE UNDER THIS OPTION TO RECEIVE
ONLY ONE ANNUITY PAYMENT IF BOTH PAYEES DIE AFTER THE RECEIPT OF THE FIRST
PAYMENT OR TO RECEIVE ONLY TWO

<PAGE>

ANNUITY PAYMENTS IF BOTH PAYEES DIE AFTER RECEIPT OF THE SECOND PAYMENT AND SO
ON.

OTHER ANNUITY OPTIONS

Other options may be arranged with the mutual consent of a Certificate
Owner and Keyport.

5. FREQUENCY AND AMOUNT OF PAYMENTS

Payments will normally be paid as monthly installments. However, if the
net amount available to apply under any Annuity Option is less than $5,000,
Keyport has the right to pay such amount in one lump sum in lieu of the payment
otherwise provided for. In addition, if the payments provided for would be or
become less than $100, Keyport shall have the right to change the frequency of
payments to such intervals as will result in payments of at least $100.

6. PROOF OF AGE, SEX, AND SURVIVAL OF ANNUITANT

Keyport may require proof of age, sex, or survival of any payee upon whose
age, sex or survival payments depend. If the age or sex has been misstated,
Keyport will compute the amount payable based on the correct age and sex. If
income payments have begun, any underpayment Keyport may have made will be paid
in full with the next annuity payment. Any overpayment, unless repaid in one
sum, will be deducted from future annuity payments until Keyport is repaid in
full.

INVESTMENTS BY KEYPORT

Assets of Keyport must be invested in accordance with the requirements
established by applicable state laws regarding the nature and quality of
investments that may be made by the general accounts and separate accounts of
life insurance companies and the percentage of their assets that may be
committed to any particular type of investment. In general, these laws permit
investments, within specified limits and subject to certain qualifications, in
federal, state, and municipal obligations, corporate bonds, preferred and common
stocks, real estate mortgages, real estate and certain other investments. (See
page ___ for further information on the investments of Keyport.)
---

All of Keyport's general assets and the assets of certain separate accounts
will be available to fund a Certificate Owner's claims under a Certificate.

In establishing the Guaranteed Interest Rates and Interest Rates Factors
under the Certificates, Keyport intends to take into account, among other
factors, the yields available on the instruments in which it intends to invest
the proceeds from the Certificates. (See "Establishment of Guaranteed Interest
Rates and Guaranteed Interest Rate Factors".) Keyport's obligations and the
values and benefits under the Certificates, however, do not vary as a function
of the returns on the instruments in which Keyport will have invested the
proceeds from the Certificates.

<PAGE>

Keyport's investment strategy with respect to the proceeds attributable to
Certificates will generally be to invest in debt securities which it will use to
match its liabilities with respect to the Terms to which the proceeds are
allocated. This will be done, in Keyport's sole discretion, by investing in any
type of investment which it is authorized under state law to invest in. Keyport
expects to invest a substantial portion of the premiums received in securities
issued by the United States Government or its agencies or instrumentalities,
which issues may or may not be guaranteed by the United States Government. This
could include T-Bills, Notes, Bonds, Zero Coupon Securities and Mortgage
Pass-Through Certificates including Government National Mortgage Association
backed securities (GNMA Certificates), Federal National Mortgage Association
Guaranteed Pass-Through Certificates (FNMA Certificates) and Federal Home Loan
Mortgage Corporation Mortgage Participation Certificates (FHLMC Certificates),
and others.

In addition, Keyport may invest its assets in various instruments,
including equity options, futures, forwards, and other instruments based on the
Index, in order to hedge Keyport's obligations with respect to Indexed Accounts.
Keyport may also buy and sell interest rate swaps and caps, Treasury bond
futures, and other instruments to hedge its exposure to changes in interest
rates. These derivative instruments will be purchased from counterparties which
conform to Keyport's Policies and Guidelines regarding derivative instruments.
Investments in these instruments generally involve the following types of risks:
in the case of over-the-counter options and forward contracts, there is no
guarantee these markets will exist for these investments when Keyport wants to
close out a position; futures exchange may impose trading limits which may
inhibit Keyport's ability to close out positions in exchange-listed instruments;
and if Keyport has an open position with a dealer that becomes insolvent,
Keyport may experience a loss.

While the foregoing generally describes Keyport's investment strategy with
respect to the proceeds attributable to the Certificates, Keyport is not
obligated to invest assets, including the proceeds attributable to the
Certificates, according to any particular strategy except as may be required by
Rhode Island and other state insurance laws.

AMENDMENT OF CERTIFICATES

Keyport reserves the right to amend the Group Contracts and Certificate to
meet the requirements of any applicable federal or state laws or regulations.
Keyport will notify the Certificate Owners in writing of any such amendments.

ASSIGNMENT OF CERTIFICATES

A Certificate Owner may assign a Certificate at any time, as permitted by
applicable law. A copy of any assignment must be filed with Keyport. An
assignment will not be binding upon Keyport until it receives a written copy.
The Certificate Owner's rights and those of any revocably-named person will be
subject to the assignment. Any Qualified Certificate may have limitations on
assignability. Keyport assumes no responsibility for the validity or effect of
any assignment.

Because an assignment may be a taxable event, a Certificate Owner should
consult a competent tax adviser as to the tax consequences resulting from any
assignment.

<PAGE>

DISTRIBUTION OF CONTRACTS AND CERTIFICATES

Keyport Financial Services Corp. ("KFSC") serves as the Principal
Underwriter for the Contracts and the Certificates described in this prospectus.
The Certificate will be sold by salespersons who represent Keyport Life
Insurance Company (KFSC's corporate parent) as insurance agents and who are
registered representatives of broker/dealers who have entered into distribution
agreements with KFSC. KFSC is a wholly-owned subsidiary of Keyport and is
registered with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 ("Exchange Act") as a broker-dealer. KFSC is a member of
the National Association of Securities Dealers, Inc. ("NASD"). It is located at
125 High Street, Boston, Massachusetts 02110.

Keyport will pay a maximum commission of 5.25% on sales.

TAX CONSIDERATIONS

A. GENERAL

SINCE THE LAW IS COMPLICATED AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING TO
THE ACTUAL STATUS OF THE CONTRACT OWNER OR CERTIFICATE OWNER INVOLVED, LEGAL AND
TAX ADVICE MAY BE NEEDED BY A PERSON, EMPLOYER, OR OTHER ENTITY CONTEMPLATING
THE PURCHASE OF A CONTRACT OR CERTIFICATE DESCRIBED IN THIS PROSPECTUS.

It should be understood that any detailed description of the tax
consequences regarding the purchase of a Contract or Certificate cannot be made
in this prospectus and that special tax rules may be applicable with respect to
certain purchase situations not discussed herein. In addition, no attempt is
made to consider any applicable state or other tax laws. For detailed
information, a competent tax adviser should always be consulted.

This discussion is based upon Keyport's understanding of Federal income tax
laws as they are currently interpreted. The United States Congress has in the
past and may in the future consider legislation that, if enacted, could
adversely affect the tax treatment of annuity contracts, including distributions
and undistributed appreciation. There is no way of predicting whether, when or
in what form Congress will enact legislation affecting annuity contracts. Any
such legislation could have retroactive effect regardless of the date of
enactment. No representation is made regarding the likelihood of continuation
of those current federal income tax laws or of the current interpretations by
the Internal Revenue Service.

B. TAXATION OF KEYPORT

Keyport is taxed as a life insurance company under Part I of Subchapter L
of the Internal Revenue Code ("Code"). The assets underlying the Certificates
will be owned by Keyport. Any income earned on those assets will be Keyport's
income.

<PAGE>

C. TAXATION OF ANNUITIES IN GENERAL

1. GENERAL

Section 72 of the Internal Revenue Code governs the taxation of annuities
in general. A Certificate Owner is not taxed on increases in Account Value
until a distribution occurs, either in the form of a lump sum payment (full or
partial surrender of the Account), an assignment or gift of the Certificate, or
as annuity payments. The provisions of Section 72 of the Code concerning
distributions are briefly summarized below.

2. SURRENDERS, ASSIGNMENTS, AND GIFTS

A Certificate Owner who fully surrenders his or her Certificate is taxed on
the portion of the payment that exceeds his or her cost basis in the
Certificate. For Non-Qualified Certificates, the cost basis is generally the
amount of the Single Premium and the taxable portion of the surrender payment is
taxed as ordinary income. For Qualified Certificates, the cost basis is
generally zero and the taxable portion of the surrender payment is generally
taxed as ordinary income subject to special 5-year income averaging. A
Designated Beneficiary receiving a lump sum surrender benefit after the death of
the Annuitant or Certificate Owner is taxed on the portion of the amount that
exceeds the Certificate Owner's cost basis in the Certificate. If the
Designated Beneficiary elects to receive annuity payments within sixty (60) days
of the decedent's death, different tax rules apply. See "Annuity Payments"
below.

Partial surrenders received under Non-Qualified Certificates prior to the
Income Date are first included in gross income to the extent Account Value
(subject to any applicable Market Value Adjustment) exceeds the Single Premium.
Then, to the extent Account Value (subject to any applicable Market Value
Adjustment) does not exceed the Single Premium, such surrenders are treated as a
non-taxable return of principal to the Certificate Owner. For partial
surrenders under a Qualified Certificate, payments are treated first as a non-
taxable return of principal up to the cost basis and then a taxable return of
income. Since the cost basis of Qualified Certificates is generally zero,
partial surrender amounts will generally be fully taxed as ordinary income.

A Certificate Owner who assigns or pledges a Non-Qualified Certificate is
treated as if he or she had received the amount assigned or pledged and thus is
subject to taxation under the rules applicable to surrenders. A Certificate
Owner who gives away the Certificate (i.e., transfers it without full and
adequate consideration) to anyone other than his or her spouse is treated for
income tax purposes as if he or she had fully surrendered the Certificate.

A special computational rule applies if Keyport issues to the Certificate
Owner, during any calendar year, (a) two or more Certificates or (b) one or more
Certificates and one or more of Keyport's other annuity contracts. Under this
rule, the amount of any distribution includable in the Certificate Owner's gross
income is to be determined under Section 72(e) of the Code by treating all the
Keyport contracts as one contract. Keyport believes that this means the amount
of any distribution under one Certificate will be includable in gross income to
the extent that at the time of distribution the sum of the values for all the
Certificates or contracts exceeds the sum of the cost bases for all the
contracts.

<PAGE>

3. ANNUITY PAYMENTS

The non-taxable portion of each annuity payment is determined by an
"exclusion ratio" formula which establishes the ratio that the cost basis of the
Certificate bears to the total expected value of annuity payments for the term
of the annuity. The remaining portion of each payment is taxable. Such taxable
portion is taxed at ordinary income rates. For Qualified Certificates, the cost
basis is generally zero. With annuity payments based on life contingencies, the
payments will become fully taxable once the payee lives longer than the life
expectancy used to calculate the non-taxable portion of the prior payments.

4. PENALTY TAX

Payments received by Certificate Owners, Annuitants, and Designated
Beneficiaries under Certificates may be subject to both ordinary income taxes
and a penalty tax equal to 10% of the amount received that is includable in
income. The penalty tax is not imposed on amounts received: (a) after the
taxpayer attains age 59-1/2; (b) in a series of substantially equal payments
made for life or life expectancy; (c) after the death of the Certificate Owner
(or, where the Certificate Owner is not a human being, after the death of the
Annuitant); (d) if the taxpayer becomes totally and permanently disabled; or (e)
under a Non-Qualified Certificate's annuity payment option that provides for a
series of substantially equal payments, provided the Certificate is not issued
as a result of a Section 1035 exchange and the first annuity payment begins in
the first Certificate Year.

5. INCOME TAX WITHHOLDING

Keyport is required to withhold federal income taxes on taxable amounts
paid under Certificates unless the recipient elects not to have withholding
apply. Keyport will notify recipients of their right to elect not to have
withholding apply. See "Tax-Sheltered Annuities" ("TSAs"), for an alternative
type of withholding that may apply to distributions from TSAs that are eligible
for rollover to another TSA or an individual retirement annuity or account
("IRA").

6. SECTION 1035 EXCHANGES

A Non-Qualified Certificate may be purchased with proceeds from the
surrender of an existing annuity contract. Such a transaction may qualify as a
tax-free exchange pursuant to Section 1035 of the Code. It is Keyport's
understanding that in such an event: (a) the new Certificate will be subject to
the distribution-at-death rules described in "Death Provisions for Non-Qualified
Certificates"; (b) purchase payments made between 8/14/82 and 1/18/85 and the
income allocable to them will, following an exchange, no longer be covered by a
"grandfathered" exception to the penalty tax for a distribution of income that
is allocable to an investment made over ten years prior to the distribution; and
(c) purchase payments made before 8/14/82 and the income allocable to them will,
following an exchange, continue to receive the following "grandfathered" tax
treatment under prior law: (i) the penalty tax does not apply to any
distribution; (ii) partial surrenders are treated first as a non-taxable return
of principal and then a taxable return of income; and (iii) assignments are not
treated as surrenders subject to taxation. Keyport's understanding of the above
is principally

<PAGE>

based on legislative reports prepared by the Staff of the Congressional Joint
Committee on Taxation.

D. QUALIFIED PLANS

The Certificate is designed for use with several types of Qualified Plans.
The tax rules applicable to participants in such Qualified Plans vary according
to the type of plan and the terms and conditions of the plan itself. Therefore,
no attempt is made herein to provide more than general information about the use
of the Certificate with the various types of Qualified Plans. Participants
under such Qualified Plans as well as Certificate Owners, Annuitants, and
Designated Beneficiaries are cautioned that the rights of any person to any
benefits under such Qualified Plans may be subject to the terms and conditions
of the plans themselves regardless of the terms and conditions of the
Certificate issued in connection therewith. Following are brief descriptions of
the various types of Qualified Plans and of the use of the Certificate in
connection therewith. Purchasers of the Certificate should seek competent advice
concerning the terms and conditions of the particular Qualified Plan and use of
the Certificate with that Plan.

1. TAX-SHELTERED ANNUITIES

Section 403(b) of the Code permits public school employees and employees of
certain types of charitable, educational and scientific organizations specified
in Section 501(c)(3) of the Code to purchase annuity contracts and, subject to
certain contribution limitations, exclude the amount of premium payments from
gross income for tax purposes. However, such premium payments may be subject to
Social Security ("FICA") taxes. This type of annuity contract is commonly
referred to as a "Tax-Sheltered Annuity".

Section 403(b)(11) of the Code contains distribution restrictions.
Specifically, benefits may be paid, through surrender of the Certificate or
otherwise, only (a) when the employee attains age 59-1/2, separates from
service, dies or becomes totally and permanently disabled (within the meaning of
Section 72(m)(7) of the Code) or (b) in the case of hardship. A hardship
distribution must be of employee contributions only and not of any income
attributable to such contributions. Section 403(b)(11) does not apply to
distributions attributable to assets held as of December 31, 1988. Thus, it
appears that the law's restrictions would apply only to distributions
attributable to contributions made after 1988, to earnings on those
contributions, and to earnings on amounts held as of 12/31/88. The Internal
Revenue Service has indicated that the distribution restrictions of Section
403(b)(11) are not applicable when TSA funds are being transferred tax-free
directly to another TSA issuer, provided the transferred funds continue to be
subject to the Section 403(b)(11) distribution restrictions.

Keyport will notify a Certificate Owner who has requested a distribution
from a Certificate if all or part of such distribution is eligible for rollover
to another TSA or to an IRA. Any amount eligible for rollover treatment will be
subject to mandatory federal income tax withholding at a 20% rate if the
Certificate Owner receives the amount rather than directing Keyport by Written
Request to transfer the amount as a direct rollover to another TSA or IRA.

34
<PAGE>

2. INDIVIDUAL RETIREMENT ANNUITIES

Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity."
These Individual Retirement Annuities are subject to limitations on the amount
which may be contributed, the persons who may be eligible, and on the time when
distributions may commence. In addition, distributions from certain types of
Qualified Plans may be placed on a tax-deferred basis into an Individual
Retirement Annuity.

3. CORPORATE PENSION AND PROFIT-SHARING PLANS

Sections 401(a) and 403(a) of the Code permit corporate employers to
establish various types of retirement plans for employees. Such retirement
plans may permit the purchase of the Certificate to provide benefits under the
plans.

THE COMPANY

A. BUSINESS

Keyport was incorporated in Rhode Island in 1957 as a stock life insurance
company. Its Executive and Administrative Office are located at 125 High
Street, Boston, Massachusetts 02110 and its Home Office is at 235 Promenade
Street, Providence, Rhode Island 02903.

Keyport is a wholly-owned subsidiary of Liberty Financial Companies, Inc.,
which is a majority-owned subsidiary of Liberty Mutual Equity Corporation, a
publicly traded holding company, which in turn is a wholly-owned subsidiary of
Liberty Mutual Insurance Company, ("Liberty"), a multi-line insurance and
financial services institution. Liberty Mutual acquired all of the capital stock
of Keyport from The Travelers Insurance Company on December 13, 1988.

Keyport writes individual life insurance and individual and group annuity
contracts on a non-participating basis. Keyport is licensed to do business in
all states except New York and is also licensed in the District of Columbia and
the Virgin Islands. Keyport has been rated A+ (Superior) by A.M. Best and
Company, independent analysts of the insurance industry. Keyport has been rated
A+ each year since 1976, the first year Keyport was subject to Best's alphabetic
rating system. Standard & Poor's ("S & P") has rated Keyport AA- for excellent
financial security, Moody's has rated Keyport A1 for good financial strength and
Duff & Phelps has rated Keyport AA- for very high claims paying ability. The
Best's A+ rating is in the highest rating category, which also includes A++. S
& P and Duff & Phelps have one rating category above AA and Moody's has two
rating categories above A. The Moody's "1" modifier signifies that Keyport is
in the higher end of the A category while the S&P and Duff & Phelps "-" modifier
signifies that Keyport is at the lower end of the AA category. These ratings
merely reflect the opinion of the rating company as to the relative financial
strength of Keyport and Keyport's ability to meet its contractual obligations to
its policyholders.

<PAGE>

B. SELECTED FINANCIAL DATA

The following selected financial data for Keyport should be read in
conjunction with the financial statements and notes thereto included in this
prospectus.

SELECTED FINANCIAL DATA
(IN THOUSANDS)

[To be provided upon completion by amendment]

C. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

[To be provided upon completion by amendment]

D. REINSURANCE

Portions of the Keyport's life insurance risks are reinsured with other
companies. The maximum net insurance retention on any one life is $[].

E. RESERVES

Keyport is obligated to record actuarial reserves to meet obligations on
outstanding life insurance and annuity contracts. The reserves for such
contracts are based on mortality and morbidity tables in general use in the
United States and are computed amounts that, with additions from premiums to be
received, and with interest on such reserves compounded annually at certain
assumed rates, will be sufficient to meet the Company's policy obligations at
their maturities if death occurs in accordance with the mortality tables
employed. In the accompanying Financial Statements these life insurance
reserves are adjusted in accordance with generally accepted accounting
principles.

F. INVESTMENTS

Consistent with the nature of the obligations involved in Keyport's
operations, the majority of the General Account assets are invested in
fixed-income obligations such as government and corporate debt securities and
mortgage-backed securities. The investment program is intended to provide a
rate of return which will persist during the expected durations of the
liabilities regardless of future interest rate movements.

At December 31, 1995 and 1994, Keyport's investments in bonds which are
carried at amortized cost were $[] billion and $[] billion, respectively. At
December 31, 1995, $[] million, or []% was invested in United States Government
and government agency securities. During the 1995 Period Keyport maintained an
average bond quality rating of at least (Moody's/Standard & Poor's).

<PAGE>

During periods considered appropriate, Keyport purchases higher-yielding
securities which are below investment grade to enhance the average yield on its
investment portfolio. The risk of potential loss due to default is generally
considered to be greater for high yield securities because these securities are
generally issued by highly leveraged companies or are often subordinated to
other debt of the issuer. Keyport believes that in the aggregate the additional
yields received compensate for the risk of default on certain high yield
securities. At December 31, 1995, Keyport had below investment grade bonds of
$[] million, representing approximately []% of total cash and investments.

Keyport continually evaluates the creditworthiness of each issuer whose
securities are held in the portfolio. It is Keyport's policy to write-down the
value of specific investments which are determined to be permanently impaired.
Specific write-downs included in realized gains and losses during the 1995
Period were $[] million.

As discussed above, Keyport may also invest its assets in various
instruments, including equity options, futures, forwards, and other instruments
based on the Index to hedge its obligations with respect to Indexed Accounts.
Keyport may also buy and sell interest rate swaps and caps, Treasury bond
futures, and similar instruments to hedge its exposure to changes in interest
rates.

G. COMPETITION

Keyport is engaged in a business that is highly competitive because of the
large number of stock and mutual life insurance companies and other entities
competing in the sale of insurance. There are approximately [] stock, mutual
and other types of insurers in the business in the United States.

H. EMPLOYEES

As of December 31, 1995, Keyport employed [] direct salary employees.

I. STATE AND FEDERAL REGULATION

The insurance business of Keyport is subject to comprehensive and detailed
regulation and supervision throughout the United States.

The laws of the various states establish supervisory agencies with broad
administrative powers with respect to licenses to transact business, trade
practices, licensing agents, approving policy forms, establishing reserve
requirements, fixing maximum interest rates on life insurance policy loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required financial statements and regulating the type and amounts of
investments permitted. Each insurance company is required to file detailed
annual reports with supervisory agencies in each of the jurisdictions in which
it does business and its operations and accounts are subject to examination by
such agencies at regular intervals.

Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed up to prescribed limits for policyholder losses incurred
by insolvent companies. The amount of any future assessments of Keyport under
these laws cannot be reasonably estimated. Most of these laws do provide,
however, that an assessment may be excused or deferred if it would threaten an
insurer's own financial strength.

In addition, several states, including Rhode Island, regulate affiliated
groups of insurers, such as Keyport and its affiliates.

<PAGE>

Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Current and proposed federal measures which may
significantly affect the insurance business include employee benefit regulation,
controls on medical care costs, removal of barriers preventing banks from
engaging in the insurance business, tax law changes affecting the taxation of
insurance companies, the tax treatment of insurance products and the relative
desirability of various personal investment vehicles, and the use of gender in
determining insurance and pension rates and benefits.

KFSC, a subsidiary of Keyport, is regulated as a broker-dealer under the
Exchange Act and is a member of the NASD. (See "Distribution of Contracts and
Certificates".)

COMPANY MANAGEMENT

The following are the principal officers and directors of the Company:

<TABLE>
<CAPTION>
OTHER BUSINESS,
POSITION WITH KEYPORT VOCATION OR EMPLOYMENT
NAME, AGE YEAR OF ELECTION FOR PAST 5 YEARS
- --------- ---------------- ----------------

Kenneth R. Leibler, 47 Chairman of the Board, 12/31/94 []

F. Remington Ballou, 67 Director, 3/7/62 President of A. Ballou & Co., Inc., East Providence,
RI

Frederick Lippit, 80 Director, 3/7/62, and Formerly Director of Administration of State of
Assistant Secretary, 4/9/69 Rhode Island, Providence, RI; formerly
Attorney/Partner of Edwards & Angell, Providence, RI

Erskine N. White, Jr., 72 Director, 3/7/62 President of E.N. White Management Corp.,
Providence, RI

John W. Rosensteel, 55 President, Chief Executive Officer, Chairman of the Board and Director of KFSC,
and Director 12/30/92 11/12/92; Chairman of the Board and Director of
KASC, 1/8/93
</TABLE>
38

<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
John E. Arant, III, 51 Senior Vice President and Vice President, Chief Sales Officer of KFSC,
Chief Sales Officer, 5/16/94 5/20/94 Director and Senior Vice President and Chief
Sales Officer, KASC, 3/10/95

Bernard R. Beckerlegge, 49 Senior Vice President and General Counsel, []
9/1/95

Paul H. LeFevre, Jr., 53 Senior Vice President and Chief Financial Director and Senior Vice President and Chief
Officer, 4/5/90 Financial Officer of KASC, 1/8/93

Francis E. Reinhart, 55 Senior Vice President and Chief Director, 3/15/95 and Vice President,
Administrative Officer, 4/5/90 Administration, 10/24/85, of KFSC; Senior Vice
President and Chief Accounting Officer of KASC,
1/8/93

Bruce J. Crozier, 50 Vice President and Chief Actuary, 11/9/90 []

William L. Dixon, 64 Vice President, Compliance, 5/31/84, and Vice President, Compliance Officer, of KFSC,
Assistant Secretary, 4/5/9 0 10/24/85; Vice President, Compliance, of KASC,
1/8/93

Jacob M. Herschler, 37 Vice President, Strategic Marketing, 2/1/95 []

Kenneth M. Hughes, 36 Vice President, National Director of Bank []
Sales, 5/4/95

James J. Klopper, 44 Vice President, Counsel, and Assistant Clerk of KFSC, 10/24/85; Director and Vice
Secretary, 4/6/89 President, Counsel, and Clerk of KASC, 3/10/95

Les Laputz, 40 Vice President, Information Systems,
11/9/89

Suzanne E. Lyons, 46 Vice President, Human Resources, 11/12/88 []

Stewart R. Morrison, 39 Vice President and Chief Investment Vice President, Investments, of KASC, 1/8/93
Officer, 5/16/94

Deborah A. Re, 39 Vice President, Administrative Operations, []
8/16/90
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
Lee R. Roberts, 56 Vice President, Planning and Corporate; Director of KFSC, 12/15/88;
Affairs,5/4/95 formerly Treasurer Director of KASC, 1/8/93

Mark R. Tully, 40 Vice President, National Director of []
Traditional Sales, 8/10/95

Jeffery J. Whitehead, 39 Vice President and Treasurer, 5/4/95; Vice President and Treasurer formerly Controller
of KASC, 5/19/95
- ----------------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

EXECUTIVE COMPENSATION

The compensation of Keyport's Chief Executive Officer and four most highly
compensated executive officers (receiving compensation in excess of $100,000)
other than the Chief Executive Officer is summarized in the table[s] below.

TABLE I
SUMMARY COMPENSATION TABLE

[To be provided upon completion by amendment]

COMPENSATION OF DIRECTORS

Directors of Keyport who are also employees receive no compensation in
addition to their compensation as employees of Keyport. The three outside
directors (Lippitt, Ballou, and White) receive $2,000 per quarter, plus $500
for each meeting of the Board of Directors and $200 for each Audit Committee
meeting that they attend. Three meetings of the Board of Directors and two
meetings of the Audit Committee are scheduled annually.

LEGAL PROCEEDINGS

Keyport is engaged in various kinds of routine litigation which in its
judgment is not of material importance in relation to the total capital and
surplus of Keyport. There are no legal proceedings to which KFSC is a party.

EXPERTS

The financial statements of Keyport as of September 30, 1995, 1994, 1993
and 1992 and for the nine months ended September 30, 1995, and for years ended
December 31, 1994, 1993, and 1992 have been included herein in reliance on the
report of KPMG Peat Marwick, independent certified public accountants, and upon
authority of that firm as experts in accounting and auditing.

<PAGE>
LEGAL MATTERS

Legal matters with respect to the organization of Keyport, its authority to
issue annuity contracts and the validity of the Certificates, as well as matters
relating to the Federal securities laws, have been passed upon by Bernard R.
Beckerlegge, General Counsel. In addition, certain matters relating to the
Federal securities laws have been passed upon by Katten Muchin & Zavis as
Special Counsel for Keyport.

<PAGE>

APPENDIX A

MARKET VALUE ADJUSTMENT

The applicable surrender or transfer value is multiplied by the Market Value
Adjustment Factor to arrive at the Market Value Adjustment. The formula that
will be used to determine the Market Value Adjustment Factor is:

[(1+a)/(1+b)](n/12) - 1, where

a = the Treasury Rate for the Term of the Account from which the surrender
or transfer amount is being taken.

b = the Treasury Rate for a period equal to the time remaining (rounded up
to the next whole number of years) to the expiration of the Term for
the Account from which the surrender or transfer amount is being
taken; and

n = the number of complete months remaining before the expiration of the
Term for the Account from which the surrender or transfer amount is
being taken.

The Treasury Rate for an Account is the interest rate in the Treasury Constant
Maturity Series. as published by the Federal Reserve Board, for a maturity equal
to the number of years specified in "a" and "b". To determine "a", Keyport uses
the Treasury Rate for the week which includes the most recent Determination Date
on or before the first day of the Account's current Term. To determine "b",
Keyport uses the Treasury Rate for the week which includes the most recent
Determination Date on or before the date on which the Market Value Adjustment is
calculated. The Determination Dates are the last business days prior to the
first and fifteenth days of each month.

If the number of years specified in "a" or b" does not equal a maturity in the
Treasury Constant Maturity Series, the Treasury Rate will be determined by
straight line interpolation between the interest rates for the next highest and
next lowest maturities. The one-year rate will be used for any periods equal to
or less than twelve months.

<PAGE>

EXAMPLES OF MARKET VALUE ADJUSTMENTS

EXAMPLE 1

Assume that a Certificate Owner purchased a Certificate for $10,000 and
allocated his interest to an Interest Account with a five-year Term and a
Guaranteed Interest Rate of 6%. Exactly two years later, the Certificate
Owner's Account was surrendered when the Surrender Charge was 3%. There had
been no prior Surrenders and the interest earned in the previous twelve months
was less than 10% of the amount surrendered, so the Surrender Charge and the
Market Value Adjustment do not apply to 10% of the Interest Account Value. At
the beginning of the Term, the Treasury Rate for 5-year Treasury Notes was 7%
and, at the time of the surrender, the Treasury Rate for 3-year Treasury Notes
was 4.5%.

According to the Certificate, the Market Value Adjustment is (A - (10% x
A)) x B = C, where:

A = the amount surrendered
= $10,000 x 1.06 x 1.06
= $11,236.00

B = the Market Value Adjustment Factor

= [(1+a)/(1+b)](n/12) - 1, where

a = the Treasury Rate for the Term of the Account from which the surrender
amount is being taken. Here, a = 7%.

b = the Treasury Rate for a period equal to the time remaining (rounded up
to the next whole number of years) to the expiration of the Term for
the Account from which the surrender amount is being taken. Here, b =
4.5%

n = the number of complete months remaining before the expiration of the
Term for the Account from which the surrender amount is being taken.
Here, n=36.

B = [(1+.07)/(1+.045)](36/12) - 1
= [(1.07)/(1.045)]3 -1
= .0735

Therefore,

C = (A - (10% x A)) x B
C = ($11,236 - (10% x $11,236)) x .0735
= $743.27, is the Market Value Adjustment, which would be added to the
Account Value in determining the Certificate Withdrawal Amount.

<PAGE>

The Surrender Charge is equal to I x (A - (10% x A)), where

A = the surrendered amount = $11,236, and

I = the Surrender Charge Percentage. Here I = 3%

Therefore,

the Surrender Charge = .03 x ($11,236 - (10% x $11,236))

= .03 x ($10,112.40) = $303.37

Under the Certificate, the Certificate Withdrawal Value is equal to the amount
surrendered, less any Surrender Charge and subject to any Market Value
Adjustment. Here, therefore, the Certificate Withdrawal Value would be $11,236
- - $303.37 + $743.27 = $11,675.90.

EXAMPLE 2

Given the same circumstances as in Example 1, but using a Treasury Rate of
7.5% instead of 4.5% at the time of surrender, the Market Value Adjustment is
computed as follows:

B = [(1+.07)/(1+.075)] (36/12) - 1
= [(1.07)/(1.075)] (3) - 1
= -.0139

Therefore,

C = (A - (10% x A)) x B
= ($11,236 - (10% x $11,236)) x -.0139
= ($140.56) is the Market Value Adjustment, which would be subtracted from
the Account Value in determining the Certificate Withdrawal Value.

As described in the previous example, the Surrender Charge would equal $303.37.

Accordingly, the Certificate Withdrawal Value would be $11,236 - $303.37 -
$140.56 = $10,792.07.

EXAMPLE 3

Given the same circumstances as in Example 2, but assuming an Indexed
Account instead of an Interest Account with an Account Value of $11,236, and a
scaling factor ("k") of .9, the Market Value Adjustment is computed as follows:

<PAGE>

B = [(1+.07)/(1+.075)] ((36 x k)/12) - 1

= [(1+.07)/(1+.075)] ((36 x .9)/12) - 1
= [(1.07)/(1.075)] (2.7) - 1
= -.0125

Therefore,

C = (A - (10% x A)) x B
= ($11,236 - (10% x $11,236)) x -.0125
= ($126.41) is the Market Value Adjustment, which would be subtracted from
the Account Value in determining the Certificate Withdrawal Value.

As described in the previous example, the Surrender Charge would equal $303.37.

Accordingly, the Certificate Withdrawal Value would be $11,236 - $303.37 -
$126.41 = $10,806.22.

<PAGE>

APPENDIX B

TERM INTEREST ILLUSTRATIONS

Set forth below is an illustration of how interest will be credited to an
Interest Account during a ten-year Term and a Indexed Account during a five-year
Term. The illustration also applies to a shorter Term if values for
inapplicable years are ignored. For the purpose of this illustration certain
assumptions are made as indicated.

NOTE: THE FOLLOWING EXAMPLES ASSUME NO SURRENDERS OF ANY AMOUNT DURING THE
ENTIRE TERM. A MARKET VALUE ADJUSTMENT OR SURRENDER CHARGE MAY APPLY TO ANY
SUCH INTERIM SURRENDER. (SEE "SURRENDERS".) THE HYPOTHETICAL GUARANTEED
INTEREST RATE, GUARANTEED INTEREST RATE FACTORS, AND INCREASES IN THE INDEX ARE
ILLUSTRATIVE ONLY AND ARE NOT INTENDED TO PREDICT FUTURE GUARANTEED INTEREST
RATES OR RATE FACTORS TO BE DECLARED UNDER A CERTIFICATE OR FUTURE CHANGES IN
THE INDEX. AS TO INTEREST ACCOUNTS, ACTUAL GUARANTEED INTEREST RATES DECLARED
FOR ANY GIVEN TERM MAY BE MORE OR LESS THAN THE 6% SHOWN. LIKEWISE, ACTUAL
GUARANTEED INTEREST RATE FACTORS DECLARED FOR INDEXED ACCOUNTS AT ANY GIVEN TIME
MAY BE HIGHER OR LOWER THAN THE FACTORS SHOWN IN THE ILLUSTRATION (PROVIDED THAT
THE FLOOR MAY NEVER BE LESS THAN 0). MOREOVER, THERE ARE NO GUARANTEES THAT THE
INDEX WILL INCREASE DURING THE COURSE OF A TERM OR THAT IT WILL BE HIGHER THAN
THE INDEX AT THE BEGINNING OF THE TERM OR AT ANY TIME DURING THE TERM WHEN INDEX
INCREASES ARE CREDITED.

A. Illustration of Interest Account

Beginning Account Value: $100,000
Guaranteed Interest Rate: 6% per year compounded annually

Account Value at End of Certificate Year:
------------------------------------------
<TABLE>
<CAPTION>
Year 1 Year 2 Year 3 Year 4 Year 5
------ ------ ------ ------ ------
<S> <C> <C> <C> <C>
$106,000 $112,360 $119,102 $126,248 $133,823
<CAPTION>
Year 6 Year 7 Year 8 Year 9 Year 10
------ ------ ------ ------ -------
<S> <C> <C> <C> <C>
$141,852 $150,363 $159,385 $168,948 $179,085

</TABLE>

<PAGE>

B. Illustrations of Indexed Account

The Certificate provides that the Index Increase to be credited on each
Account Anniversary equals (A x B) - C,

where:

A = the Index Growth Percentage on the current Account Anniversary;

B = the Account Value at the beginning of the Term or on any Account
Anniversary during the Term (prior to the crediting of any Index
Increase), whichever is smallest; and

C = all Index Increases previously credited during the current Term.

The Certificate further provides the Index Growth Percentage (A), which is
the percentage increase in the Index Value from the beginning of the Term, as
compared to the highest value attained by the Index on any Account Anniversary
during the Term, equals D x (E - F ) / F,

where:

D = the Participation Rate for the Term declared by Keyport at the
beginning of the Term;

E = the highest value of the Index at any Account Anniversary during the
Term (including at the beginning of current Term); and

F = the value of the Index at the beginning of the current Term.

The Index Growth Percentage will never be more than the Cap or less than
the Floor declared by Keyport at the beginning of the Term, and will never be
less than 0%.

Assume the following:

Beginning Account Value = $100,000
Beginning Index Value = 500
Participation Rate = 80%
Cap = 80%
Floor = 0%

Using the foregoing assumptions, we have prepared the following three
illustrations using different assumptions as to changes in the Index Value
during the course of the Term. THESE ASSUMPTIONS AND ILLUSTRATIONS ARE NOT AND
ARE NOT INTENDED AS PREDICTIONS OF CHANGES IN THE INDEX DURING THE COURSE OF ANY
TERM. THE INDEX MAY RISE OR FALL DURING THE COURSE OF A TERM, AND AT THE END OF
A TERM THE INDEX VALUE MAY BE HIGHER OR LOWER THAN AT THE BEGINNING OF THE TERM.
KEYPORT MAKES NO PREDICTIONS, REPRESENTATIONS, OR GUARANTEES AS TO FUTURE
CHANGES IN THE INDEX.

<PAGE>

Illustration No. 1
- ------------------

<TABLE>
<CAPTION>
Year-End Cumulative Index Indexed Account
Year Index Change in Index Growth Percentage Index Increase Value
<S> <C> <C> <C> <C> <C>
0 500
1 600 20% 16% $16,000 $116,000
2 690 38% 30.4% $14,400 $130,400
3 775 55% 44% $13,600 $144,000
4 900 80% 64% $20,000 $164,000
5 1035 107% 80% $16,000 $180,000
</TABLE>

Illustration No. 2
- ------------------

<TABLE>
<CAPTION>
Year-End Cumulative Index Indexed Account
Year Index Change in Index Growth Percentage Index Increase Value
<S> <C> <C> <C> <C> <C>
0 500
1 550 10% 8% $8,000 $108,000
2 500 0% 8% $0 $108,000
3 560 12% 9.6% $1,600 $109,600
4 620 24% 19.2% $9,600 $119,200
5 660 32% 25.6% $6,400 $125,600
</TABLE>

Illustration No. 3
- ------------------

<TABLE>
<CAPTION>
Year-End Cumulative Index Indexed Account
Year Index Change in Index Growth Percentage Index Increase Value
<S> <C> <C> <C> <C> <C>
0 500
1 525 5% 4% $4,000 $104,000
2 425 -15% 4% $0 $104,000
3 450 -10% 4% $0 $104,000
4 495 -1% 4% $0 $104,000
5 530 6% 4.8% $800 $104,800
</TABLE>

<PAGE>

APPENDIX C

SCHEDULE OF STATE PREMIUM TAXES

<TABLE>
<CAPTION>
NON-TAX QUALIFIED TAX-QUALIFIED
CONTRACTS/CERTIFICATES CONTRACTS/CERTIFICATES
STATE RATE OF TAX RATE OF TAX
<S> <C> <C>
Alabama 1.00% 1.00%
California 2.35 0.50
District of Columbia 2.00 2.00
Kansas 2.00 0.00
Kentucky 2.00 2.00
Maine 2.00 0.00
Mississippi 2.00 0.00
Nevada 3.50 0.00
North Carolina 1.75 0.00
South Dakota 1.25 0.00
Virgin Islands 5.00 5.00
West Virginia 1.00 1.00
Wyoming 1.00 0.00
</TABLE>

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

Not Applicable

Item 14. Indemnification of Directors and Officers

The following provisions regarding the Indemnification of Directors
and Officers of the Registrant ("Keyport") are applicable:

By-Laws, Article IX

SECTION 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

Any person who at any time serves or shall serve as a Director or
Officer of the Corporation whether or not in office at the time shall
be indemnified or reimbursed against and for any and all claims and
liabilities to which he may be or become subject by reason of such
service and against and for any and all expenses necessarily incurred
or amounts paid in connection with the defense or reasonable
settlement or any legal or administrative proceedings to which he is
made a party by reason of such service, except in relation to matters
to which he shall be finally adjudged to be liable of negligence or
misconduct in the performance of his official duties. Such a right of
indemnification and reimbursement shall also extend to the personal
representatives of any such person. Such rights shall not be deemed
exclusive of any other rights to which any such Director, officer or
his personal representatives may be entitled, under any other by-law
or any agreement or vote of the stockholders or Directors or
otherwise.

Consistent with such By-Laws, Keyport has obtained insurance from
Liberty Mutual Insurance Company for its directors and officers that
supplements the indemnification provisions of the By-Laws.

Item 15. Recent Sales of Unregistered Securities

Not applicable

Item 16. Exhibits and Financial Statement Schedules

EXHIBITS

1 Principal Underwriters Agreement

3(a) Articles of Incorporation -- Incorporated by Reference to
Registration Statement on Form N-4, filed on February 16,
1996 (File No. 333-01043; 811-07543)

<PAGE>

3(b) By-Laws -- Incorporated by Reference to Registration
Statement on Form N-4, filed on February 16, 1996 (File No.
333-01043; 811-07543)

4(a) Group Annuity Contract

4(b) Group Annuity Certificate

4(c) Group Annuity Application

4(d) Group Annuity Certificate Application

4(e) Endorsements

(i) Tax-Sheltered Annuity (TSA)
(ii) Corporate/Keogh 401(a) Plan
(iii) Individual Retirement Annuity (IRA)
(iv) Qualified Plan Endorsement

5 Opinion regarding Legality*

21 Subsidiaries of the Registrant

23(a) Consent of Counsel*

23(b) Opinion and Consent of Certified Public Accountants*

24 Powers of Attorney

27 Financial Data Schedule*

FINANCIAL STATEMENTS

28 Schedule I*

* To be filed by amendment.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment

<PAGE>

thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.

(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial BONA FIDE
offering thereof.

(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, State of
Massachusetts on March __, 1996.

KEYPORT LIFE INSURANCE COMPANY

BY: /s/ John W. Rosensteel*
--------------------------------
John W. Rosensteel
President

* James J. Klopper has signed this document on the indicated date on behalf
of Mr. Rosensteel pursuant to a power of attorney duly executed by him and
attached hereto as part of Exhibit 24.

<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and the dates indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

(i) Principal Executive Officer

/s/ John W. Rosensteel* Principal Executive Officer
----------------------
John W. Rosensteel

(ii) Principal Financial Officer

/s/ Paul H. LeFevre, Jr.* Senior Vice President and
------------------------ Chief Financial Officer
Paul H. LeFevre, Jr.

(iii) Majority of Board of Directors

/s/ Kenneth R. Leibler* *By: /s/ James J. Klopper
---------------------- --------------------
Kenneth R. Leibler James J. Klopper
Attorney-in-fact
/s/ F. Remington Ballou* March 14, 1996
-----------------------
F. Remington Ballou

/s/ Frederick Lippitt*
---------------------
Frederick Lippitt

/s/ Erskine N. White, Jr.*
-------------------------
Erskine N. White, Jr.

/s/ John W. Rosensteel*
----------------------
John W. Rosensteel

* James J. Klopper has signed this document on the indicated date on behalf
of each of the above Directors and Officers of the Registrant pursuant to
powers of attorney duly executed by such persons and attached hereto as
Exhibit 24.

<PAGE>

EXHIBIT INDEX

PAGE

1 Principal Underwriter's Agreement.........................................

4(a) Group Annuity Contract...............................................

4(b) Group Annuity Certificate............................................

4(c) Group Annuity Application............................................

4(d) Group Annuity Certificate Application................................

4(e) Endorsements.........................................................

(i) Tax-Sheltered Annuity (TSA)
(ii) Corporate/Keogh 401(a) Plan
(iii) Individual Retirement Annuity (IRA)
(iv) Qualified Plan Edorsement

21 Subsidiaries of the Registrant............................................

24 Powers of Attorney........................................................

<PAGE>

EXHIBIT 1

PRINCIPAL UNDERWRITERS AGREEMENT

<PAGE>

PRINCIPAL UNDERWRITER'S AGREEMENT

IT IS HEREBY AGREED by and between KEYPORT LIFE INSURANCE COMPANY
("INSURANCE COMPANY"), a Rhode Island corporation, on behalf of Variable Account
A (the "Variable Account") and KEYPORT FINANCIAL SERVICES CORP. ("PRINCIPAL
UNDERWRITER"), a Massachusetts corporation, as follows:

INSURANCE COMPANY has established, pursuant to Massachusetts Insurance Law,
a separate account designated as the Variable Account A. INSURANCE COMPANY
proposes to issue and sell flexible premium variable annuity contracts and
certificates designated by form number DVA(1) ("Contracts") to the public
through PRINCIPAL UNDERWRITER. Contracts to be sold are more fully described in
the Registration Statement (including the Prospectus and Statement of Additional
Information) hereinafter mentioned.

INSURANCE COMPANY appoints PRINCIPAL UNDERWRITER, during the term of this
Agreement, to be the principal underwriter and distributor of Contracts, subject
to the registration requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 applicable to INSURANCE COMPANY and the Variable
Account, and to the provisions of the Securities Exchange Act of 1934 applicable
to PRINCIPAL UNDERWRITER. PRINCIPAL UNDERWRITER will sell and cause to be sold
Contracts under such terms as are agreed to by INSURANCE COMPANY and PRINCIPAL
UNDERWRITER and will make direct sales in its own right to purchasers permitted
to buy such Contracts as specified in the Prospectus, as well as arrange for the
sale of Contracts through other qualified broker-dealers in its capacity as
principal underwriter of such Contracts.

III

PRINCIPAL UNDERWRITER shall be compensated for its distribution services
with respect to Contracts as set forth in the attached Compensation Schedule.
INSURANCE COMPANY has the right to charge back any such compensation under the
conditions stated in such Schedule. Any Compensation Schedule may be changed by
INSURANCE COMPANY as of a specified date, provided such date is at least 30 days
after the date notice of the change is received by PRINCIPAL UNDERWRITER. Any
such change will apply only to purchase payments received by INSURANCE COMPANY
on or after the effective date of the change.

Keyport Financial Services Corp. shall maintain or cause to be maintained all
such required books and records which shall: (a) be maintained in conformity
with all applicable requirements of the Securities Exchange Act of 1934, any
other applicable federal or state laws, and the National Association of
Securities Dealers, Inc. ("NASD"), and, to the extent of such requirements,
shall remain property of PRINCIPAL UNDERWRITER; and (b) be subject to inspection
at all times by duly authorized officers, auditors or representatives of the
INSURANCE COMPANY, Securities and Exchange Commission, NASD and applicable state
regulatory agencies.

<PAGE>

On behalf of the Variable Account, INSURANCE COMPANY shall furnish
PRINCIPAL UNDERWRITER with copies of all Prospectuses, Statements of Additional
Information, sales literature and other documents which PRINCIPAL UNDERWRITER
reasonably requests for use in connection with the distribution of the
Contracts.

PRINCIPAL UNDERWRITER is not authorized to give any information or to make
any representations concerning the Variable Account, INSURANCE COMPANY or the
Contracts other than those contained in the current Registration Statement
(including the Prospectus and Statement of Additional Information) filed with
the Securities and Exchange Commission or in such sales literature as is
authorized by INSURANCE COMPANY.

VII

The parties to this Agreement agree to work together to make certain that
the necessary records, as enumerated in Section IV, above, are maintained and to
render the necessary assistance to one another for the accurate and timely
preparation of such records.

VIII

This Agreement shall be effective January 29, 1996. This Agreement shall
remain in effect unless terminated as hereinafter provided. This Agreement
shall be automatically terminated in the event of its assignment by PRINCIPAL
UNDERWRITER.

This Agreement may be terminated at any time by either party hereto upon
not less than 60 days written notice to the other party.

All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been given on the date
of service if served personally on the party to whom notice is to be given, or
on the date of mailing if sent by certified mail, postage prepaid and properly
addressed.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf on January 29, 1996 by their respective officers
thereunto duly authorized.

KEYPORT LIFE INSURANCE COMPANY
("INSURANCE COMPANY")

ATTEST: BY:
----------------------- --------------------------
President

KEYPORT FINANCIAL SERVICES CORP.
("PRINCIPAL UNDERWRITER")

ATTEST: BY:
----------------------- --------------------------
President
princip.und

<PAGE>

EXHIBIT 4(a)

GROUP ANNUITY CONTRACT

<PAGE>

Keyport
Life Insurance Company
----------------------
----------------------
Providence, Rhode Island

SINGLE PREMIUM DEFERRED MODIFIED GUARANTEED ANNUITY
GROUP ANNUITY CONTRACT
NON-PARTICIPATING

MVA(1)

<PAGE>

Keyport
Life Insurance Company
----------------------
----------------------
A Stock Company

In this Group Contract, Keyport Life Insurance Company is referred to as "We,"
"Us," "Our," or the "Company."

This Group Contract, as issued to the Group Contract Owner by Us with any riders
or endorsements, alone makes up the agreement under which benefits are paid. The
Group Contract may be inspected at the office of the Group Contract Owner. In
consideration of any application for a Certificate and the payment of the Single
Premium, We agree, subject to the terms and conditions of the Group Contract, to
provide the benefits described in a Certificate to the Certificate Owner.

If a Certificate is In Force on the Income Date, We will begin making income
payments to the Annuitant. We will make such payments according to the terms of
the Certificate and Group Contract.

RIGHT TO EXAMINE CERTIFICATE: A Certificate Owner may return a Certificate to
Us or the agent through whom it was purchased within 10 days of receipt. If so
returned, We will treat the Certificate as though it were never issued. Upon
receipt We will promptly refund the Single Premium.

READ THIS CONTRACT CAREFULLY.

Secretary President

SINGLE PREMIUM DEFERRED MODIFIED GUARANTEED ANNUITY
GROUP ANNUITY CONTRACT
NON-PARTICIPATING

VALUES PROVIDED BY A CERTIFICATE ARE SUBJECT TO A MARKET VALUE ADJUSTMENT, THE
OPERATION OF WHICH MAY RESULT IN UPWARD OR DOWNWARD ADJUSTMENTS IN AMOUNTS
TRANSFERRED AND AMOUNTS PAID (INCLUDING WITHDRAWALS, SURRENDERS, DEATH BENEFITS,
AND AMOUNTS APPLIED TO PURCHASE ANNUITY PAYMENTS) TO A CERTIFICATE OWNER OR
OTHER PAYEE. PAYMENTS MADE FROM ACCOUNT VALUES THAT ARE WITHIN THE WINDOW PERIOD
ARE NOT SUBJECT TO THE MARKET VALUE ADJUSTMENT.

MVA(1) Page 1

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Right to Examine Certificate.................................................1
Definitions..................................................................2
Contract Schedule............................................................3
General Provisions...........................................................7
The Accounts................................................................11
The Interest Accounts.......................................................11
The Indexed Accounts........................................................12
Calculation of Values.......................................................13
Market Value Adjustment.....................................................14
Transfers.................................................................. 16
Withdrawals and Surrender.................................................. 17
Death Provisions........................................................... 18
Annuity Provisions......................................................... 19
Endorsements (if any) are before page...................................... 23

</TABLE>

DEFINITIONS

ACCOUNT: An Indexed Account or Interest Account.

ACCOUNT ANNIVERSARY: An anniversary of the most recent Reset Date for an
Account.

ACCOUNT VALUE: Indexed Account Value or Interest Account Value, whichever is
applicable. These are defined in the Calculation of Values provision.

ACCOUNT YEAR: The first Account Year is the annual period which begins on the
most recent Reset Date for an Account. Subsequent Account Years begin on each
Account Anniversary.

ADJUSTED ACCOUNT VALUE: The Account Value, plus or minus any applicable Market
Value Adjustment.

ADJUSTED CERTIFICATE VALUE: The Certificate Value multiplied by the ratio of the
Adjusted Account Value to the Account Value.

ANNUITANT: The natural person on whose life Annuity Payments are based, and to
whom any Annuity Payments will be made starting on the Income Date.

ANNUITY OPTIONS: Options available for Annuity Payments.

(Definitions continue on page 5)

MVA(1) Page 2

<PAGE>

KEYPORT LIFE INSURANCE COMPANY
125 HIGH STREET, BOSTON, MA 02110

Modified Guaranteed Annuity - The Contract Schedule

GROUP CONTRACT OWNER [Keyport Insurance Trust]
GROUP CONTRACT NUMBER [123455]
GROUP CONTRACT ISSUE DATE [November 1, 1995]

SURRENDER CHARGE

No surrender charge is imposed during the Certificate Year preceding the Income
Date or during the Window Period for an Account. After the Window Period, at the
time of each partial withdrawal or at total surrender a surrender charge is
deducted from the amount payable. The surrender charge is a percentage of: in
the case of a partial withdrawal, the partial withdrawal amount before any
applicable Market Value Adjustment, less any amount excluded from surrender
charges by the Partial Withdrawals provision; and in the case of a total
surrender, the Account Value less any amount excluded from surrender charges by
the Surrender provision. The surrender charge will not be more than [10%].

The surrender charge depends on the Term and number of years remaining until the
end of the Term. The number of years remaining is rounded up to the next whole
number and used to look up the surrender charge percentage in the following
table:

<TABLE>
<CAPTION>
Term (Length in Years)
Years [10 9 8 7 6 5 4 3 2] 1
Remaining
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 [1% 1% 1% 1% 1% 1% 1% 1% 1% 1%]
[2 2 2 2 2 2 2 2 2 2]
[3 3 3 3 3 3 3 3 3]
[4 4 4 4 4 4 4 4]
[5 5 5 5 5 5 5]
[6 6 6 6 6 6]
[7 7 7 7 7]
[8 7 7 7]
[9 7 7]
[10 7]

</TABLE>

If a Term length different from those above is ever offered by Us and selected
by a Certificate Owner, We will inform a Certificate Owner in writing of the
surrender charge percentages for that Term.

TRANSFER CHARGE

Currently none, however, We reserve the right to charge [$25] for a transfer if
a Certificate Owner make more than [4] transfers per Certificate Year.

MVA(1) Page 3

<PAGE>

INDEX

[The Standard & Poor's 500 Composite Stock Price Index. "Standard & Poor's 500"
is a trademark of McGraw-hill, Inc. and has been licensed for use by Keyport
Life Insurance Company. This annuity is not sponsored, endorsed, sold or
promoted by Standard & Poor's and Standard & Poor's makes no representation
regarding the advisability of purchasing the annuity.]

SINGLE PREMIUM ALLOCATION

Currently, Certificate Owners can select among Interest Accounts with Terms of
[1-10] years and Indexed Accounts with Terms of [1-10] years. Currently, the
Scaling Factor for Indexed Accounts is [1] for a 3-year Term and [1] for a 10-
year Term, and is calculated by straight line interpolation for Terms of 4-9
years.

PARTIAL WITHDRAWALS

Minimum withdrawal amount: [$300], unless the withdrawal is made pursuant to Our
systematic withdrawal program, in which case the minimum withdrawal is [$100].

Minimum Account Value which must remain after a partial withdrawal: [$2,500].

Partial Withdrawal Percentage: [10%]

MVA(1) Page 4

<PAGE>

DEFINITIONS (Continued)

ANNUITY PAYMENTS: The series of payments made to the Annuitant, starting on the
Income Date, under the Annuity Option selected.

ANNUITY PERIOD: The period after the Income Date during which Annuity Payments
are made.

ANNUITY VALUE: The greater of: (a) the Adjusted Account Value; and (b) the
Adjusted Certificate Value.

BENEFICIARY: The person(s) or entity(ies) who controls the Certificate if any
Certificate Owner dies before the Income Date.

CAP: The maximum percentage by which an Indexed Account will be increased for a
Term. We will declare the Cap for an Indexed Account at each Reset Date on a
basis which does not discriminate unfairly within any class of Certificates.

CERTIFICATE: The document issued to a Certificate Owner to evidence a
Certificate Owner's participation under the Group Contract. The Certificate
summarizes the benefits and provisions of the Group Contract. All owners must
exercise ownership rights and privileges together, including the signing of
Written Requests.

CERTIFICATE ANNIVERSARY: An anniversary of the Certificate Issue Date.

CERTIFICATE ISSUE DATE: The date a Certificate is issued to a Certificate
Owner. The Certificate Issue Date is shown on the Certificate Schedule.

CERTIFICATE OWNER: The person who owns a Certificate under the Group Contract.
Any Joint Certificate Owners and the Certificate Owner own the Certificate
equally with rights of survivorship.

CERTIFICATE VALUE: As defined in the Calculation of Values provision.

CERTIFICATE WITHDRAWAL VALUE: The greater of: (a) the Adjusted Account Value
less any applicable surrender charges; and (b) the Adjusted Certificate Value.

CERTIFICATE YEAR: The first Certificate Year is the annual period which begins
on the Certificate Issue Date. Subsequent Certificate Years begin on each
Certificate Anniversary.

FIXED ANNUITY: An annuity with a series of payments made during the Annuity
Period which are guaranteed as to dollar amount by Us.

FLOOR: The minimum percentage by which an Indexed Account will be increased for
a Term. The Floor will never be less than 0%. We will declare the Floor for an
Indexed Account at each Reset Date on a basis which does not discriminate
unfairly within any class of Certificates.

MVA(1) Page 5

<PAGE>

GENERAL ACCOUNT: Our general investment account which contains all of Our
assets except those in separate accounts.

GROUP CONTRACT OWNER: The person or entity to which the Group Contract is
issued.

GUARANTEED INTEREST RATE: The effective annual interest rate which We will
credit for a specified Term.

INCOME DATE: The date on which Annuity Payments begin. The Income Date is shown
on the Certificate Schedule.

INDEX: The Index shown on the Certificate Schedule. If the publication of the
Index is discontinued, or the calculation of the Index is changed substantially,
We will substitute a suitable index and notify a Certificate Owner.

INDEXED ACCOUNT: An account for which We calculate values depending on increases
in an Index.

INTEREST ACCOUNT: An account to which We credit a specified and guaranteed rate
of interest.

IN FORCE: The status of a Certificate before the Income Date so long as it has
not been totally surrendered and there has not been a death of a Certificate
Owner or Joint Certificate Owner that will cause the Certificate to end within
five years of the date of death.

OFFICE: Our executive office shown on the Certificate Schedule.

PARTICIPATION RATE: The percentage of the increase in the Index used to
calculate the Index Increase for an Indexed Account for a Term. We will declare
the Participation Rate for an Indexed Account at each Reset Date on a basis
which does not discriminate unfairly within any class of Certificates.

PERSON: A human being, trust, corporation, or any other legally recognized
entity.

RESET DATE: The date that an amount is allocated to an Account is the first
Reset Date for that Account. The start of the next Term is the next Reset Date
for that Account.

SINGLE PREMIUM: The payment made by or on behalf of a Certificate Owner with
respect to a Certificate.

TERM: A specific number of years for which the Company agrees to credit a
particular effective annual rate of interest to an Interest Account, or to apply
a particular Participation Rate, Cap, and Floor to an Indexed Account.

TRANSFER WINDOW - The first 10 calendar days after the end of each full Term.

WE, US, OUR: Keyport Life Insurance Company.

MVA(1) Page 6

<PAGE>

WINDOW PERIOD - The first 30 calendar days after the end of each full Term.

WRITTEN REQUEST: A request in writing, in a form satisfactory to Us, and
received by Us at Our Office.

GENERAL PROVISIONS

SINGLE PREMIUM

The Single Premium is due on the Certificate Issue Date. It must be paid at Our
Office in United States currency. Coverage under a Certificate does not take
effect until We have accepted the Single Premium during a Certificate Owner's
lifetime.

ALLOCATION OF SINGLE PREMIUM

A Certificate Owner's Single Premium is allocated to one of the Accounts in
accordance with the selections made by a Certificate Owner at the Certificate
Issue Date. Allocation of a Certificate Owner's Single Premium is subject to the
terms and conditions imposed by Us.

THE CONTRACT

The Group Contract, including the application, if any, and any attached rider or
endorsement constitute the entire contract between the Group Contract Owner and
Us. All statements made by the Group Contract Owner, any Certificate Owner or
any Annuitant will be deemed representations and not warranties. No such
statement will be used in any contest unless it is contained in the application
signed by the Group Contract Owner or in a Certificate Enrollment Form signed by
the Certificate Owner, a copy of which has been furnished to the Certificate
Owner, the Beneficiary or the Group Contract Owner.

Only Our President or Secretary may agree to change any of the terms of the
Group Contract or a Certificate. Any changes must be in writing. Any change to
the terms of a Certificate must be with a Certificate Owner's consent, unless
provided otherwise by the Group Contract and the Certificate.

To assure that the Group Contract and the Certificate will maintain their status
as an annuity under the Internal Revenue Code, We reserve the right to change
the Group Contract and any Certificate issued thereunder to comply with future
changes in the Internal Revenue Code, any regulations or rulings issued
thereunder, and any requirements otherwise imposed by the Internal Revenue
Service. The Group Contract Owner and the affected Certificate Owner will be
sent a copy of any such amendment.

MVA(1) Page 7

<PAGE>

CERTIFICATE OWNER

A Certificate Owner has all rights and may receive all benefits under a
Certificate. A Certificate Owner is the person designated as such on the
Certificate Issue Date, unless changed. a Certificate Owner may exercise all
rights of a Certificate while it is In Force, subject to the rights of (a) any
assignee under an assignment filed with Us, and (b) any irrevocably named
Beneficiary.

JOINT CERTIFICATE OWNER

A Certificate can be owned by Joint Certificate Owners. Upon the death of any
Certificate Owner or Joint Certificate Owner, the surviving owner(s) will be the
primary Beneficiary(ies). Any other beneficiary designation will be treated as a
Contingent Beneficiary unless otherwise indicated in a Written Request filed
with Us.

ANNUITANT

The Annuitant is the person on whose life Annuity Payments are based. The
Annuitant is the person designated by a Certificate Owner at the Certificate
Issue Date, unless changed prior to the Income Date. Any change of Annuitant is
subject to Our underwriting rules then in effect. The Annuitant may not be
changed in a Certificate which is owned by a non-natural person. A Certificate
Owner may name a Contingent Annuitant. The Contingent Annuitant becomes the
Annuitant if the Annuitant dies while a Certificate is In Force. If the
Annuitant dies and no Contingent Annuitant has been named, We will allow a
Certificate Owner sixty days to designate someone other than a Certificate
Ownerrself as Annuitant. A Certificate Owner will be the Contingent Annuitant
unless a Certificate Owner name someone else. If the Certificate is owned by a
non-natural person, the death of the Annuitant will be treated as the death of
the Certificate Owner and a new Annuitant may not be designated.

BENEFICIARY

The Beneficiary is the person who controls the Certificate if any Certificate
Owner dies prior to the Income Date. If the Certificate is owned by Joint
Certificate Owners, upon the death of any Certificate Owner or Joint Certificate
Owner, the surviving owner(s) will become the primary Beneficiary. Any other
beneficiary designation will be treated as a Contingent Beneficiary unless
otherwise indicated in a Written Request filed with Us. If a Certificate Owner
names more than one Person as primary Beneficiary or as Contingent Beneficiary,
and do not state otherwise on the application or in a Written Request to Us, any
non-survivors will not receive a benefit. The survivors will receive equal
shares. Subject to the rights of any irrevocable Beneficiary(ies), a Certificate
Owner may change primary or contingent Beneficiary(ies). A change must be made
by Written Request and will be effective as of the date the Written Request is
signed. We will not be liable for any payment We make or action We take before
We receive the Written Request.

MVA(1) Page 8

<PAGE>

GROUP CONTRACT OWNER

The Group Contract Owner has title to the Group Contract. The Group Contract and
any amount accumulated under any Certificate are not subject to the claims of
the Group Contract Owner or any of its creditors. The Group Contract Owner may
transfer ownership of this Group Contract. Any transfer of ownership terminates
the interest of any existing Group Contract Owner. It does not change the rights
of any Certificate Owner.

CHANGE OF CERTIFICATE OWNER, BENEFICIARY OR CONTINGENT ANNUITANT

While a Certificate is In Force, a Certificate Owner may by Written Request
change the primary Certificate Owner, Joint Certificate Owner, primary
Beneficiary, Contingent Beneficiary, Contingent Annuitant, or in certain
instances, the Annuitant. An irrevocably named Person may be changed only with
the written consent of such Person. The change will be effective, following Our
receipt of the Written Request, as of the date the Written Request is signed.
The change will not affect any payments We make or actions We take prior to the
time We receive the Written Request.

ASSIGNMENT OF THE CERTIFICATE

A Certificate Owner may assign a Certificate at any time while it is In Force.
The assignment must be in writing and a copy must be filed at Our Office. A
Certificate Owner's rights and those of any revocably named Person will be
subject to the assignment. An assignment will not affect any payments We make or
actions We take before We receive the assignment. We are not responsible for the
validity of any assignment.

MISSTATEMENT OF AGE OR SEX

If the age or sex of the Annuitant or any payee has been misstated, We will
compute the amount payable based on the correct age and sex. If Annuity Payments
have begun, any underpayment(s) that have been made will be paid in full with
the next Annuity Payment. Any overpayment, unless repaid to Us in one sum, will
be deducted from future Annuity Payments otherwise due until We are repaid in
full.

NON-PARTICIPATING

A Certificate does not participate in Our divisible surplus.

EVIDENCE OF DEATH, AGE, SEX OR SURVIVAL

If a Certificate provision relates to the death of a natural Person, we will
require proof of death before We will act under that provision. Proof of death
shall be: (a) a certified death certificate; or (b) a certified decree of a
court of competent jurisdiction as to the finding of death; or (c) a written
statement by a medical doctor who attended the deceased; or (d) any other
document constituting due proof of death under applicable state law. If Our
action under a Certificate provision is based on the

MVA(1) Page 9

<PAGE>

age, sex, or survival of any Person, We may require evidence of the particular
fact before we act under that provision.

PROTECTION OF PROCEEDS

No Beneficiary or payee may commute or assign any payments under a Certificate
before they are due. To the extent permitted by law, no payments shall be
subject to the debts of any Beneficiary or payee or to any judicial process for
payment of those debts.

REPORTS

We will send Certificate Owners a report that shows the Account Value, the
Certificate Withdrawal Value, the Market Value Adjustment used to determine the
Certificate Withdrawal Value, and any surrender charge, at least once each
Certificate Year. We will send any other reports that may be required by law.

TAXES

Any taxes paid to any governmental entity relating to a Certificate will be
deducted from the Single Premium or Account Value. We may, in Our sole
discretion, delay the deduction until a later date, including the Income Date.
By not deducting tax payments at the time of Our payment, We do not waive any
right We may have to deduct amounts at a later date. We will, in Our sole
discretion, determine when taxes relate to a Certificate. We will deduct from
any payment under a Certificate any withholding taxes required by applicable
law.

REGULATORY REQUIREMENTS

All values payable under a Certificate will not be less than the minimum
benefits required by the laws and regulations of the states in which the
Certificate is delivered.

THE SEPARATE ACCOUNT

Separate Account C is a nonunitized separate account organized under and
governed by the laws of the State of Rhode Island, Our state of domicile. The
Separate Account consists of assets set aside by Us, which are kept separate
from Our general assets and all other separate account assets We maintain. We
own the assets of the Separate Account. Subject to applicable law, We have sole
discretion over investment of assets in the Separate Account.

We may transfer to Our General Account assets which exceed the reserves and
other liabilities of the Separate Account. Income and realized and unrealized
gains or losses from assets in the Separate Account are credited to or charged
against the account without regard to other income, gains or losses in Our other
investment accounts.

MVA(1) Page 10

<PAGE>

Our obligations under (and the values and benefits under) the Certificates do
not vary as a function of the investment performance of the Separate Account.
Certificate Owners, Beneficiaries and payees with rights under a Certificate do
not participate in the investment gains or losses of the assets of the Separate
Account. We retain the risk that the value of the assets in the Separate Account
may fall below the reserves and other liabilities that it must maintain in
connection with its obligations under the Certificates. In such an event, the
Company will transfer assets from its General Account to the Separate Account to
make up the difference.

The Separate Account is not registered as an investment company under the
Investment Company Act of 1940.

THE ACCOUNTS

The Single Premium may be allocated to, and transfers of Account Value may be
made to, one of the Accounts. We will allocate the Single Premium to the Account
a Certificate Owner selects based on a Certificate Owner's allocation
instructions (as stated on the Certificate Date).

A Term begins on the date as of which the Single Premium is allocated or an
amount is transferred to the Account and ends when the number of years in the
Term elected has elapsed. The last day of the Term is the expiration date for
that Term. Subsequent Terms begin on the first day following the expiration date
of a previous Term (the Reset Date).

We will notify a Certificate Owner in writing at least 30 days prior to the
expiration date of any Term. A new Term of the shortest duration We then offer
for the expiring Account will commence automatically on the Reset Date unless We
receive a Certificate Owner's Written Request prior to the start of the new Term
of a Certificate Owner's election of a different Term from among those being
offered by Us at that time, or instructions to transfer the expiring Account
Value to another Account. A new Term cannot be longer than the number of years
remaining until the Income Date. If less than one year is remaining, the new
Term will automatically be the one-year Interest Account.

If an Account Value is surrendered, withdrawn, transferred, or applied to an
Annuity Payment Option prior to the expiration of the Term, the Account Value is
subject to a Market Value Adjustment, as described below.

To the extent permitted by law, We reserve the right at any time to offer Terms
that differ from those available when a Certificate Owner's Certificate was
issued. We also reserve the right, at any time, to stop accepting Single Premium
allocations, transfers of Account Value, or subsequent Term renewals to a
particular Term. Since the specific Terms available may change periodically,
please contact Us to determine the Terms currently being offered.

THE INTEREST ACCOUNTS

MVA(1) Page 11

<PAGE>

Although the Guaranteed Interest Rate may differ among Terms, it will never be
less than 3% per year. The applicable Guaranteed Interest Rate does not change
during a Term.

Allocations of the Single Premium and transfers to the Interest Accounts may
have different applicable Guaranteed Interest Rates depending on the timing of
such allocations or transfers. We reserve the right to offer a different
Guaranteed Interest Rate to allocations than to transfers.

If the allocated or transferred amount remains in the Interest Account until the
end of the applicable Term, its value will be equal to the amount originally
allocated or transferred plus all interest credited to the Interest Account less
all amounts withdrawn from the Interest Account. Interest is credited daily at a
rate which, compounded, equals an effective annual rate equal to the Guaranteed
Interest Rate.

Our notice to a Certificate Owner of the expiration of a Term will contain
information about the then currently available Terms.

THE INDEXED ACCOUNTS

Through the Indexed Accounts, We offer participation in increases in a specified
Index. The participation is determined based on a formula with specified
parameters (the Participation Rate, Cap, and Floor) that are available for
specified periods of time (Terms) selected by a Certificate Owner. The rate at
which the value of an Indexed Account grows depends on changes in the Index on
which it is based, as well as its Cap, Floor, and Participation Rate. The
Participation Rate, Cap, and Floor may differ among Terms. However, the
applicable Participation Rate, Cap, and Floor do not change during a Term.

Allocations of the Single Premium and transfers of Account Value to the Indexed
Accounts may have different applicable Participation Rates, Caps, and Floors
depending on the timing of such allocations or transfers. We reserve the right
to offer a different Participation Rate, Cap, and Floor to allocations than to
transfers.

If the allocated or transferred amount remains in the Indexed Account until the
end of the applicable Term, its value will be equal to the amount originally
allocated or transferred plus all Index Increases made to the Indexed Account
(including End of Term Increases) less all amounts withdrawn from the Indexed
Account.

Our notice to a Certificate Owner of the expiration of a Term will contain
information about the then currently available Terms.

INDEX INCREASES

We will calculate the Index Increase for an Indexed Account at each Account
Anniversary after the Reset Date using the Index and the Participation Rate,
subject to the Cap and Floor. We use an Index growth percentage in calculating
the Index Increase. This Index growth percentage can be no more than the Cap and
no less than the Floor for a Certificate Owner's current Term.

MVA(1) Page 12

<PAGE>

Subject to these maximum and minimum limits, the growth percentage on each
Account Anniversary within a Term equals:

A x (B - C)/C

where:

"A" is the Participation Rate for the Indexed Account;

"B" is the highest value of the Index on any Account Anniversary during the Term
(including the start of the Term and the current Account Anniversary); and

"C" is the value of the Index at the previous Reset Date.

The Index Increase on each Account Anniversary within a Term equals:

(D x E) - F

where:

"D" is the Index growth percentage on the current Account Anniversary (see
above);

"E" is the smallest of the Account Value on the most recent Reset Date and the
Account Value (prior to crediting of any Index Increases) on any Account
Anniversary during the Term (including the current Account Anniversary); and

"F" is the sum of all prior Index Increases for the Indexed Account during the
Term.

The Index Increase cannot be less than zero. If the Index Increase is greater
than zero we will increase the Indexed Account Value by the Index Increase.

END OF TERM INCREASE

If at the end of a Term the Indexed Account Value, after making any Index
Increases, is less than the Certificate Value, the End of Term Increase will
equal the excess of the Certificate Value over the Indexed Account Value.

CALCULATION OF VALUES

INTEREST ACCOUNT VALUE

The value of an Interest Account at any time is equal to:

(a) all allocations and transfers to the Interest Account; plus

MVA(1) Page 13

<PAGE>

(b) all interest credited to the Interest Account at the Guaranteed
Interest Rate; less
(c) all amounts transferred or withdrawn from the Interest Account.

INDEXED ACCOUNT VALUE

The value of an Indexed Account at any time is equal to:

(a) all allocations and transfers to the Indexed Account; plus
(b) all Index Increases (including any End of Term Increases) made to the
Indexed account; less
(c) all amounts transferred or withdrawn from the Indexed Account.

CERTIFICATE VALUE

The Certificate Value at any time is equal to:

(a) 90% of the Single Premium; plus
(b) any Excess Interest Credits; less
(c) all amounts withdrawn from the Account; plus
(d) at the time of any transfer when a Market Value Adjustment applies,
the positive or negative amount equal to the Adjusted Certificate
Value less the Certificate Value; plus
(e) interest on the above items (a) through (d) credited annually at a
rate of 3% per year.

Excess Interest Credits

On each Reset Date, after making any Index Increase, we will calculate an Excess
Interest Credit. The amount of the Excess Interest Credit will be the amount, if
any, by which (a) plus (b) exceeds (c), where:

(a) is the sum of all Index Increases ever made to the Indexed Account
Values;
(b) is all interest ever credited to the Interest Accounts; and
(c) is all interest and previous Excess Interest Credits ever credited to
the Certificate Value.

MARKET VALUE ADJUSTMENT

APPLICATION OF MARKET VALUE ADJUSTMENT

Any surrender, withdrawal, or application to an Annuity Payment Option of an
Account Value from an Account with a Term of three years or more is subject to a
Market Value Adjustment, unless the effective date of the surrender, withdrawal,
or application is within the Window Period for the Account.

MVA(1) Page 14

<PAGE>

Any transfer of an Account Value from an Account with a Term of three years or
more is subject to a Market Value Adjustment, unless the effective date of the
transfer is:

(a) within the final year of the Term and the transfer is to an Account
with a Term of three or more years; or

(b) within the Transfer Window.

No Market Value Adjustment is ever applicable to Accounts with a Term of less
than three years.

EFFECT OF MARKET VALUE ADJUSTMENT

A Market Value Adjustment reflects the change in prevailing current interest
rates since the most recent Reset Date. The Market Value Adjustment may be
positive or negative.

Generally, if the Treasury Rate for a Certificate Owner's Account is lower than
the Treasury Rate for new Accounts with a Term equal to the balance of the Term
for a Certificate Owner's Account, then the application of the Market Value
Adjustment will result in the payment of an amount less than the Account Value
(or portion thereof) being surrendered, withdrawn, transferred or applied to an
Annuity Payment Option.

Similarly, if the Treasury Rate for a Certificate Owner's Account is higher than
the Treasury Rate for new Accounts with a Term equal to the balance of the Term
for a Certificate Owner's Account, then the application of the Market Value
Adjustment will result in the payment of an amount greater than the Account
Value (or portion thereof) being surrendered, withdrawn, transferred or applied
to an Annuity Payment Option.

The Market Value Adjustment will be applied before the deduction of any
applicable surrender charge or applicable taxes.

MARKET VALUE ADJUSTMENT FACTOR

The Market Value Adjustment is computed by multiplying the amount being
surrendered, withdrawn, transferred, or applied to an Annuity Payment Option, by
the Market Value Adjustment Factor. However, if a Certificate Owner has not
previously made a partial withdrawal in the Certificate Year of a Certificate
Owner's surrender, withdrawal or transfer, the Market Value Adjustment Factor
will instead be multiplied by the amount being surrendered, withdrawn or
transferred less the partial withdrawal amount defined in the first paragraph of
the Partial Withdrawals provision. The Market Value Adjustment Factor is
calculated as:

[(1+a)/(1+b)](n/12) - 1

where:

MVA(1) Page 15

<PAGE>

"a" is the Treasury Rate for the Term of a Certificate Owner's Account from
which the amount is taken;

"b" is the Treasury Rate for a period equal to the time remaining (rounded up to
the next whole number of years) to the expiration of the Term for the Account
from which the amount is taken; and

"n" is the number of complete months remaining before the expiration of the Term
for a Certificate Owner's Account from which the amount is taken, times the
applicable Scaling Factor from the Certificate Schedule if the Certificate
Owner's Account is an Indexed Account.

TREASURY RATES

The Treasury Rate for an Account is the interest rate in the Treasury Constant
Maturity Series, as published by the Federal Reserve Board, for a maturity equal
to the number of years specified in "a" and "b" above. For "a", We use the
Treasury Constant Maturity Series for the week which includes the most recent
Determination Date on or preceding the Reset Date for a Certificate Owner's
Account. For "b", We use the Treasury Constant Maturity Series for the week
which includes the most recent Determination Date on or preceding the date of
calculation of the Market Value Adjustment Factor. The Determination Dates are
the last business day prior to the first and fifteenth of each calendar month.

If the number of years specified in "a" or "b" above is not equal to a maturity
in the Treasury Constant Maturity Series, the Treasury Rate will be determined
by straight line interpolation between the interest rates of the next highest
and next lowest maturities. The one-year rate will be used for any periods equal
to or less than twelve (12) months.

If the Treasury Constant Maturity Series becomes unavailable, We will adopt a
comparable constant maturity index or, if such a comparable index also is not
available, We will replicate calculation of the Treasury Constant Maturity
Series Index based on U.S. Treasury Security coupon rates.

TRANSFERS

The value of an Indexed Account may be transferred to another Account only if
the effective date is within the Transfer Window. The amount transferred will
be equal to the Account Value.

The value of an Interest Account may be transferred to another Account at any
time before the Income Date. The amount transferred will be equal to the
Account Value with a Market Value Adjustment. However, the Market Value
Adjustment will not apply to transfers with an effective date:

(a) within the final year of the Term where the transfer is to an Account
with a Term of three or more years; or

(b) within the Transfer Window.

MVA(1) Page 16

<PAGE>

No Market Value Adjustment is ever applicable to Accounts with a Term of less
than three years.

The following conditions apply to transfers:

(a) For a transfer not within the Transfer Window, the Term of the new
Account cannot be less than the number of years remaining in the Term
of the Account from which value is being transferred, rounded up to
the next whole number of years.

(b) The Term of the new Account cannot be longer than the number of years
remaining until the Income Date.

We reserve the right, at any time and without prior notice to any party, to
terminate, suspend or modify the transfer privileges described above. We will
not be liable for transfers made in accordance with a Certificate Owner's
instructions.

WITHDRAWALS AND SURRENDER

SYSTEMATIC WITHDRAWALS

At any time before the Income Date, a Certificate Owner may make withdrawals of
interest earnings from the Interest Account subject to Our systematic withdrawal
program without incurring a surrender charge or Market Value Adjustment.

PARTIAL WITHDRAWALS

Before the Income Date while the Certificate is In Force, a Certificate Owner
may, once in each Certificate Year upon Written Request, make a partial
withdrawal of an amount no greater than the sum of:

(a) the Index Increases for any Indexed Accounts in the preceding year
from the date of the withdrawal, and

(b) interest earned by any Interest Accounts in the preceding year from
the date of the withdrawal,

but not more than the sum of:

(d) interest earned by the Interest Accounts since the last partial
withdrawal,

MVA(1) PAGE 17

<PAGE>

without incurring a surrender charge or Market Value Adjustment. However, a
Certificate Owner may withdraw an amount equal to the Partial Withdrawal
Percentage shown on the Certificate Schedule times the Account Value if this is
greater.

Surrender charges and Market Value Adjustments will apply to any partial
withdrawal amount in excess of the amounts described above or any subsequent
partial withdrawal made within the same Certificate Year. Each partial
withdrawal must be for an amount not less than the amount shown on the
Certificate Schedule. The Account Value which must remain is shown on the
Certificate Schedule. The Certificate Schedule also shows any surrender charge.

SURRENDER

Before the Income Date while the Certificate is In Force, a Certificate Owner
may, upon Written Request, make a total surrender of the Certificate.
Surrendering the Certificate will end it. We will pay a Certificate Owner the
Account Value during the Window Period. At other times we will pay a Certificate
Owner the Certificate Withdrawal Value; if a Certificate Owner has not
previously made a partial withdrawal in the Certificate Year of surrender, any
applicable surrender charge and Market Value Adjustment will apply only to the
surrender amount in excess of the partial withdrawal amount defined in the first
paragraph of the Partial Withdrawals provision.

For a total surrender made at any time after the first Certificate Year, instead
of receiving a Certificate Owner's surrender benefit in a lump sum, a
Certificate Owner may request that it be paid to a Certificate Owner under an
Annuity Option.

For lump sum withdrawal and surrender payments, We may delay payment for up to
six months from the date We receive the written request to surrender. This right
to delay is required by most states. We will notify you if there is to be a
delay.

DEATH PROVISIONS

DEATH OF CERTIFICATE OWNER

These provisions apply if, before the Income Date while the Certificate is In
Force, the Certificate Owner or any Joint Certificate Owner dies (whether or not
the decedent is also the Annuitant) or the Annuitant dies under a Certificate
owned by a non-natural Person. The "designated beneficiary" will control the
Certificate after such a death. This "designated beneficiary" will be the first
Person among the following who is alive on the date of death: Certificate Owner;
Joint Certificate Owner; primary Beneficiary; Contingent Beneficiary; and
Certificate Owner's estate. If the Certificate Owner and Joint Certificate Owner
are both alive, they shall be the "designated beneficiary" together.

If the decedent was the Certificate Owner or the Annuitant if the Certificate
Owner is not a natural person, the "designated beneficiary" may surrender a
Certificate within 90 days of the date of death for the greatest of the Account
Value, the Certificate Value, and the Certificate Withdrawal Value. For a
surrender after 90 days and for a surrender at any time after the death of the
Joint Certificate

MVA(1) PAGE 18

<PAGE>

Owner, the Certificate Withdrawal Value is payable instead. If the Certificate
is not surrendered, it will stay in force for the time period specified below.

IF THE DECEDENT'S SURVIVING SPOUSE (IF ANY) IS THE SOLE "DESIGNATED
BENEFICIARY", the surviving spouse will automatically become the new sole
Certificate Owner as of the date of the death. And, if the Annuitant is the
decedent, the new Annuitant will be any living Contingent Annuitant, otherwise
the surviving spouse. The Certificate may stay in force until another death
occurs (i.e., until the death of the Certificate Owner or Joint Certificate
Owner). Except for this paragraph, all of "Death Provisions" will apply to that
subsequent death.

IN ALL OTHER CASES, the Certificate may stay in force up to five years from the
date of death. During this period, the "designated beneficiary" may exercise all
ownership rights, including the right to make transfers or partial withdrawals
or the right to surrender the Certificate for its Certificate Withdrawal Value.
If a Certificate is still in force at the end of the five-year period, We will
automatically end it then by paying to the "designated beneficiary" the
Certificate Withdrawal Value without the deduction of any applicable surrender
charges. If the "designated beneficiary" is not alive then, We will pay any
Person(s) named by the "designated beneficiary" in a Written Request; otherwise
the "designated beneficiary's" estate.

DEATH OF ANNUITANT

These provisions apply if before the Income Date while the Certificate is In
Force, (a) the Annuitant dies, (b) the Annuitant is not an Owner, and (c) the
Owner is a natural person. The Certificate will continue In Force after the
Annuitant's death. The new Annuitant will be any living Contingent Annuitant,
otherwise the Certificate Owner.

PAYMENT OF DEATH BENEFIT

Instead of receiving a lump sum, a Certificate Owner or any "designated
beneficiary" may by Written Request direct that We pay any benefit of $5,000 or
more under an Annuity Option that meets the following: (a) the first payment to
the "designated beneficiary" must be made no later than one year after the date
of death; (b) payments must be made over the life of the "designated
beneficiary" or over a period not extending beyond that person's life
expectancy; and (c) any Annuity Option that provides for payments to continue
after the death of the "designated beneficiary" will not allow the successor
payee to extend the period of time over which the remaining payments are to be
made.

ANNUITY PROVISIONS
GENERAL

If the Certificate is In Force on the Income Date, the Annuity Value will be
applied under the Annuity Option selected by a Certificate Owner. Annuity
Payments will be made on a fixed basis.

MVA(1) PAGE 19

<PAGE>

INCOME DATE

The Income Date is shown on the Certificate Schedule. It is the later of the
Certificate Anniversary after the Annuitant's 85th birthday and the tenth
Certificate Anniversary.

ANNUITY OPTIONS

The following Annuity Options or any other Annuity Option acceptable to Us may
be selected:

A. ANNUITY FOR A FIXED NUMBER OF YEARS: Annuity Payments for a chosen number
of years, not less than 5. If the payee dies during the payment period and
the Beneficiary does not desire payments to continue for the remainder of
the period, he/she may elect to have the present value of the remaining
payments commuted and paid in a lump sum.

B. LIFE ANNUITY WITH PERIOD CERTAIN OF 10 YEARS: Annuity Payments during the
lifetime of the payee and in any event for 10 years certain. If the payee
dies during the guaranteed payment period and the Beneficiary does not
desire payments to continue for the remainder of the guaranteed period,
he/she may elect to have the present value of the guaranteed payments
remaining commuted and paid in a lump sum.

C. JOINT AND SURVIVOR ANNUITY: Annuity Payments payable during the joint
lifetime of the payee and a designated second natural person and then
during the lifetime of the survivor.

A payee may not withdraw or otherwise end an Annuity Option after it begins.
Payments will end upon the payee's death unless the Annuity Option provides for
payments continuing to a successor payee. No successor payee may extend the
period of time over which the remaining payments are to be made.

SELECTION OF AN ANNUITY OPTION

An Annuity Option may be selected by a Certificate Owner. If no Annuity Option
is selected, Option B will automatically be applied. Prior to the Income Date, a
Certificate Owner may change the Annuity Option selected by Written Request. Any
change must be requested at least 30 days prior to the Income Date.

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS

Annuity Payments are paid in monthly installments unless quarterly, semi-annual
or annual payments are chosen. The Annuity Value is applied to the Annuity Table
for the Annuity Option selected. If the Annuity Value is less than $5,000, We
reserve the right to make a lump sum payment in lieu of Annuity Payments. If the
Annuity Payment would be less than $100, We will reduce the frequency of
payments to a longer interval which will result in each payment being at least
$100.

MVA(1) PAGE 20

<PAGE>

ANNUITY PAYMENTS

The Annuity Value is allocated to the General Account and the Annuity is paid as
a Fixed Annuity. The Annuity Value will be applied to the applicable Annuity
Table contained in the Certificate based upon the Annuity Option a Certificate
Owner selects. The dollar amount of each Annuity Payment for each $1,000 of
Annuity Value is shown in the Annuity Tables. After the initial Annuity Payment,
the payments will not change regardless of investment, mortality or expense
experience.

USING THE TABLES

Tables 2 and 3 are age-dependent. The amount of the first Annuity Payment will
be based on an age a specified number of years younger than the person's then-
attained age (i.e., age last birthday). This age setback is as follows:

<TABLE>
<CAPTION>
Date of First Payment 1996-1999 2000-2009 2010-2019 2020-2029 2030 or later
<S> <C> <C> <C> <C> <C>
Age Setback 1 year 2 years 4 years 5 years 6 years

</TABLE>
We will calculate the amount for a payment frequency other than monthly and for
any ages not shown in the tables. Upon request, We will tell a Certificate Owner
any such amount.

BASIS OF CALCULATION

Table 1 is based on interest at 3% per year. Tables 2 and 3 are based on the
1983 Individual Annuity Valuation Tables, weighted 40% male and 60% female, with
interest at 3% per year, projected dynamically with Projection Scale G.

TABLE 1: MONTHLY PAYMENT PAYABLE UNDER OPTION A FOR EACH $1,000 APPLIED

YEARS PAYMENT YEARS PAYMENT YEARS PAYMENT YEARS PAYMENT
<S> <C> <C> <C> <C> <C> <C> <C>
5 $17.91 12 $8.24 19 5.73 25 $4.71
6 15.14 13 7.71 20 5.51 26 4.59
7 13.16 14 7.26 21 5.32 27 4.47
8 11.68 15 6.87 22 5.15 28 4.37
9 10.53 16 6.53 23 4.99 29 4.27
10 9.61 17 6.23 24 4.84 30 4.18
11 8.86 18 5.96
</TABLE>

MVA(1) Page 21

<PAGE>

<TABLE>
<CAPTION>
TABLE 2: MONTHLY PAYMENT PAYABLE UNDER OPTION B FOR EACH $1,000 APPLIED

AGE PAYMENT AGE PAYMENT AGE PAYMENT AGE PAYMENT AGE PAYMENT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
30 $3.05 43 $3.46 56 $4.24 69 $5.79 82 $8.24
31 3.07 44 3.50 7 4.32 70 5.96 83 8.41
32 3.09 45 3.55 58 4.41 71 6.13 84 8.57
33 3.12 46 3.60 59 4.51 72 6.31 85 8.72
34 3.15 47 3.65 60 4.61 73 6.50 86 8.85
35 3.18 48 3.70 61 4.71 74 6.69 87 8.97
36 3.21 49 3.76 62 4.82 75 6.88 88 9.08
37 3.24 50 3.82 63 4.94 76 7.08 89 9.18
38 3.27 51 3.88 64 5.07 77 7.48 91 9.34
39 3.31 52 3.94 65 5.20 78 7.48 91 9.34
40 3.34 53 4.01 66 5.34 79 7.68 92 9.40
41 3.38 54 4.08 67 5.48 80 7.87 93 9.46
42 3.42 55 4.16 68 5.63 81 8.06 94 9.50
95 9.53
</TABLE>

<TABLE>
<CAPTION>
TABLE 3: MONTHLY PAYMENT PAYABLE UNDER OPTION C FOR EACH $1,000 APPLIED

COMBINATION OF AGES

30 35 40 45 50 55 60 65 70 75 80 85 90 95
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

30 $2.88 $2.92 $2.95 $2.98 $3.00 $3.01 $3.02 $3.03 $3.04 $3.04 $3.04 $3.05 $3.05 $3.05
35 2.97 3.02 3.06 3.09 3.12 3.14 3.15 3.16 3.17 3.17 3.18 3.18 3.18
40 3.09 3.15 3.20 3.24 3.27 3.30 3.32 3.33 3.34 3.34 3.34 3.35
45 3.24 3.31 3.38 3.44 3.48 3.51 3.53 3.54 3.55 3.56 3.56
50 3.43 3.53 3.62 3.69 3.74 3.78 3.80 3.82 3.83 3.83
55 3.68 3.81 3.93 4.02 4.09 4.13 4.16 4.18 4.19
60 4.01 4.19 4.35 4.47 4.56 4.61 4.65 4.66
65 4.47 4.73 4.94 5.11 5.21 5.28 5.32
70 5.11 5.48 5.78 6.00 6.13 6.21
75 6.04 6.57 6.99 7.28 7.46
80 7.40 8.16 8.75 9.15
85 9.38 10.46 11.29
90 12.18 13.68
95 16.02

</TABLE>

MVA(1) PAGE 22

<PAGE>

ENDORSEMENTS

To be inserted only by Us

MVA(1) PAGE 23

<PAGE>

EXHIBIT 4(b)

GROUP ANNUITY CERTIFICATE

<PAGE>

Keyport
Life Insurance Company
---------------------------
---------------------------
Providence, Rhode Island

SINGLE PREMIUM DEFERRED MODIFIED GUARANTEED ANNUITY
GROUP ANNUITY CERTIFICATE
NON-PARTICIPATING

MVA(1)/CERT

<PAGE>

Keyport
Life Insurance Company
---------------------------
---------------------------
A Stock Company

In this Certificate, Keyport Life Insurance Company is referred to as "We,"
"Us," "Our," or the "Company." "You" and "Your" refer to the Certificate Owner.

This Certificate describes the benefits and provisions of the Group Contract.
The Group Contract, as issued to the Group Contract Owner by Us with any riders
or endorsements, alone makes up the agreement under which benefits are paid. The
Group Contract may be inspected at the office of the Group Contract Owner. In
consideration of any application for this Certificate and the payment of the
Single Premium, We agree, subject to the terms and conditions of the Group
Contract, to provide the benefits described in this Certificate to the
Certificate Owner.

If this Certificate is In Force on the Income Date, We will begin making income
payments to the Annuitant. We will make such payments according to the terms of
the Certificate and Group Contract.

RIGHT TO EXAMINE CERTIFICATE: You may return this Certificate to Us or the
agent through whom You purchased it within 10 days after You receive it. If so
returned, We will treat the Certificate as though it were never issued. Upon
receipt We will promptly refund the Single Premium.
READ THIS CERTIFICATE CAREFULLY.

Secretary President

SINGLE PREMIUM DEFERRED MODIFIED GUARANTEED ANNUITY
GROUP ANNUITY CERTIFICATE
NON-PARTICIPATING

VALUES PROVIDED BY THIS CERTIFICATE ARE SUBJECT TO A MARKET VALUE ADJUSTMENT,
THE OPERATION OF WHICH MAY RESULT IN UPWARD OR DOWNWARD ADJUSTMENTS IN AMOUNTS
TRANSFERRED AND AMOUNTS PAID (INCLUDING WITHDRAWALS, SURRENDERS, DEATH BENEFITS,
AND AMOUNTS APPLIED TO PURCHASE ANNUITY PAYMENTS) TO A CERTIFICATE OWNER OR
OTHER PAYEE. PAYMENTS MADE FROM ACCOUNT VALUES THAT ARE WITHIN THE WINDOW PERIOD
ARE NOT SUBJECT TO THE MARKET VALUE ADJUSTMENT.

MVA(1)/CERT Page 1

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Right to Examine Certificate.................................................1
Definitions..................................................................2
Certificate Schedule.........................................................3
General Provisions...........................................................7
The Accounts................................................................11
The Interest Accounts.......................................................11
The Indexed Accounts........................................................12
Calculation of Values.......................................................13
Market Value Adjustment.....................................................14
Transfers.................................................................. 16
Withdrawals and Surrender.................................................. 17
Death Provisions........................................................... 18
Annuity Provisions......................................................... 19
Endorsements (if any) are before page...................................... 23

</TABLE>

DEFINITIONS

ACCOUNT: An Indexed Account or Interest Account.

ACCOUNT ANNIVERSARY: An anniversary of the most recent Reset Date for an
Account.

ACCOUNT VALUE: Indexed Account Value or Interest Account Value, whichever is
applicable. These are defined in the Calculation of Values provision.

ACCOUNT YEAR: The first Account Year is the annual period which begins on the
most recent Reset Date for an Account. Subsequent Account Years begin on each
Account Anniversary.

ADJUSTED ACCOUNT VALUE: The Account Value, plus or minus any applicable Market
Value Adjustment.

ADJUSTED CERTIFICATE VALUE: The Certificate Value multiplied by the ratio of the
Adjusted Account Value to the Account Value.

ANNUITANT: The natural person on whose life Annuity Payments are based, and to
whom any Annuity Payments will be made starting on the Income Date.

ANNUITY OPTIONS: Options available for Annuity Payments.

(Definitions continue on page 5)

MVA(1)/CERT Page 2

<PAGE>

KEYPORT LIFE INSURANCE COMPANY
125 HIGH STREET, BOSTON, MA 02110

Modified Guaranteed Annuity - The Certificate Schedule

GROUP CONTRACT OWNER [Keyport Insurance Trust]
GROUP CONTRACT NUMBER [123455]
CERTIFICATE NUMBER [667788]
CERTIFICATE OWNER [John Q. Public]
JOINT CERTIFICATE OWNER [Jane Q. Public]
CERTIFICATE OWNER DOB [January 1, 1940]
JOINT CERTIFICATE OWNER DOB [February 29, 1940]
ANNUITANT [Thomas Doe]
ANNUITANT DOB [November 22, 1960]
CERTIFICATE ISSUE DATE [November 1, 1995]
INCOME DATE [January 1, 2025]
SINGLE PREMIUM [$10,000]

SURRENDER CHARGE

Term (Length in Years)
Years [10 9 8 7 6 5 4 3 2] 1
Remaining
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 [1% 1% 1% 1% 1% 1% 1% 1% 1% 1%]
[2 2 2 2 2 2 2 2 2 2]
[3 3 3 3 3 3 3 3 3]
[4 4 4 4 4 4 4 4]
[5 5 5 5 5 5 5]
[6 6 6 6 6 6]
[7 7 7 7 7]
[8 7 7 7]
[9 7 7]
[10 7]

</TABLE>

If a Term length different from those above is ever offered by Us and selected
by You, We will

MVA(1)/CERT Page 3

<PAGE>

inform You in writing of the surrender charge percentages for that Term.

TRANSFER CHARGE

Currently none, however, We reserve the right to charge [$25] for a transfer if
You make more than [4] transfers per Certificate Year.

INDEX

[The Standard & Poor's 500 Composite Stock Price Index. "Standard & Poor's 500"
is a trademark of McGraw-Hill, Inc. and has been licensed for use by Keyport
Life Insurance Company. This annuity is not sponsored, endorsed, sold or
promoted by Standard & Poor's and Standard & Poor's makes no representation
regarding the advisability of purchasing the annuity.]

SINGLE PREMIUM ALLOCATION

Currently, Certificate Owners can select among Interest Accounts with Terms of
[1-10] years and Indexed Accounts with Terms of [1-10] years. Your Single
Premium has been invested for the initial Term in:

[an Indexed Account with a Term of [1] year(s), a Participation Rate of [80%], a
Floor of [0%], and a Cap of [12%]].

[an Interest Account with a Term of [1] year(s) and an interest rate of [3%] per
year].

The Scaling Factor for Indexed Accounts is [1] for a 3-year Term and [1] for a
10-year Term, and is calculated by straight line interpolation for Terms of 4-9
years.

PARTIAL WITHDRAWALS

Minimum withdrawal amount: [$300], unless the withdrawal is made pursuant to Our
systematic withdrawal program, in which case the minimum withdrawal is [$100].

Minimum Account Value which must remain after a partial withdrawal: [$2,500].

Partial Withdrawal Percentage: [10%]

MVA(1)/CERT Page 4