PROVIDENTMUTUAL VARIABLE LIFE SEPARATE ACCOUNT, S-6EL24, 1996-08-16

PROVIDENTMUTUAL VARIABLE LIFE SEPARATE ACCOUNT
S-6EL24, 1996-08-16

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST , 1996

FILE NO. 33-

811-

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM S-6

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. / /
AND/OR
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. / /
---------------------

PROVIDENTMUTUAL VARIABLE LIFE
SEPARATE ACCOUNT
(EXACT NAME OF REGISTRANT)

PROVIDENTMUTUAL LIFE AND ANNUITY
COMPANY OF AMERICA
(NAME OF DEPOSITOR)

300 CONTINENTAL DRIVE
NEWARK, DE 19713
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)

DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE: (302) 452-4000

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

<TABLE>
<S> <C>
LINDA E. SENKER COPY TO:
LEGAL OFFICER STEPHEN E. ROTH, ESQ.
PROVIDENTMUTUAL LIFE AND SUTHERLAND, ASBILL & BRENNAN
ANNUITY COMPANY OF AMERICA 1275 PENNSYLVANIA AVENUE, N.W.
1050 WESTLAKES DRIVE WASHINGTON, D.C. 20004
BERWYN, PA 19312 (202) 383-0158
(NAME AND ADDRESS OF AGENT FOR SERVICE)
</TABLE>

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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of the registration statement.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant hereby elects to register an indefinite amount of securities being
offered.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.

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<PAGE> 2

CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2

<TABLE>
<CAPTION>
N-3B-2
ITEM CAPTION IN PROSPECTUS
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<S> <C>
1 Cover Page
2 Cover Page
3 Not Applicable
4 Distribution of Policies
5 Providentmutual Variable Life Separate Account
6(a) Providentmutual Variable Life Separate Account
6(b) Not Applicable
9 Not Applicable
10(a) and (b) Not Applicable
10(c) and (d) Death Benefit; Transfers; Loan Privileges; Surrender Privilege;
Partial Withdrawal of Net Cash Surrender Value; Free-Look Privileges;
Special Transfer and Conversion Rights; Accelerated Death Benefit
10(e) Payment and Allocation of Premiums; Accelerated Death Benefit
10(f), (g), and (h) Voting Rights, Changes in Applicable Law, Funding and Otherwise
10(i) Other Policy Provisions
11 Providentmutual Life and Annuity Company of America: Providentmutual
Variable Life Separate Account; The Funds
12 Providentmutual Variable Life Separate Accounts; The Funds
13(a), (b), and (c) Payment and Allocation of Premiums; Charges and Deductions;
Accelerated Death Benefit
13(d), (e), (f), and (g) Not Applicable
13(h) Charges Against the Separate Account
14 Payment and Allocation of Premiums; Distribution of Policies;
Accelerated Death Benefit
15 Payment and Allocation of Premiums
16 Providentmutual Variable Life Separate Account; The Funds
17 See items 10(c), (d), and (e)
18(a), (b), and (c) Providentmutual Variable Life Separate Account; Death Benefit; Policy
Account Value
18(d) Not Applicable
19 Policy Reports
20 Not Applicable
21(a) and (b) Loan Privileges; Accelerated Death Benefit
21(c) Not Applicable
22 Not Applicable
23 Officers and Directors of PLACA
24 Not Applicable
25 PLACA
26 See Item 13(a), (b) and (c)
27 Providentmutual Life and Annuity Company of America
</TABLE>
<PAGE> 3

<TABLE>
<CAPTION>
N-3B-2
ITEM CAPTION IN PROSPECTUS
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<S> <C>
28 Officers and Directors of PLACA
29 Providentmutual Life and Annuity Company of America
30 Not Applicable
31 Not Applicable
32 Not Applicable
33(a) Not Applicable
33(b) Distribution of Policies
34 Not Applicable
35 Providentmutual Life and Annuity Company of America; State
Regulation; Accelerated Death Benefit
36 Not Applicable
37 Not Applicable
38 Distribution of Policies
39 Distribution of Policies
40(a) Distribution of Policies
40(b) The Funds
41 Distribution of Policies
42 Not Applicable
43 Not Applicable
44(a) Death Benefit; Policy Account Value; Accelerated Death Benefit
44(b) and (c) Not Applicable
45 Not Applicable
46(a) Death Benefit; Policy Account Value; Accelerated Death Benefit
46(b) Not Applicable
47 Not Applicable
48 Not Applicable
49 Not Applicable
50 Providentmutual Variable Life Separate Account
51 Not Applicable
52(a), (b), and (c) Voting Rights, Changes in Applicable Law, Funding and Otherwise
52(d) Not Applicable
53(a) Federal Income Tax Considerations
53(b) Not Applicable
54 Not Applicable
55 Not Applicable
</TABLE>
<PAGE> 4

PROSPECTUS
FOR
FLEXIBLE PREMIUM

ADJUSTABLE SURVIVORSHIP VARIABLE

LIFE INSURANCE
ISSUED BY
PROVIDENTMUTUAL LIFE AND ANNUITY
COMPANY OF AMERICA

<TABLE>
<S> <C>
LOGO
PLACA SURVIVORSHIP
VARIABLE LIFE PROVIDENTMUTUAL LIFE AND ANNUITY
FORM 16099 COMPANY OF AMERICA
</TABLE>

<PAGE> 5

LOGO
PROSPECTUS
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FLEXIBLE PREMIUM ADJUSTABLE SURVIVORSHIP VARIABLE LIFE INSURANCE POLICY

ISSUED BY
PROVIDENTMUTUAL LIFE AND ANNUITY COMPANY OF AMERICA

300 CONTINENTAL DRIVE, NEWARK, DELAWARE 19173

TELEPHONE: (302) 452-4000

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This Prospectus describes a flexible premium adjustable survivorship
variable life insurance policy (the "Policy") offered by Providentmutual Life
and Annuity Company of America ("PLACA"). The Policy has an insurance component
and an investment component. The primary intended purpose of the Policy is to
provide insurance coverage until the younger Insured's Attained Age 100. It is
designed to provide considerable flexibility in connection with premium
payments, investment options, and death benefits. It does so by giving the
Policyowner (the "Owner") the right to vary the frequency and amount of premium
payments (after the initial premium), to allocate Net Premiums among investment
alternatives with different investment objectives and to decrease the Death
Benefit payable under the Policy.

After certain deductions are made, Net Premiums are allocated to one or more
Subaccounts of the Providentmutual Variable Life Separate Account, or the
Guaranteed Account (which is part of PLACA's General Account and pays interest
at declared rates guaranteed to equal or exceed 4%) or both. The Providentmutual
Variable Life Separate Account has twenty-two Subaccounts, the assets of which
are used to purchase shares of a designated corresponding mutual fund portfolio
(each, a "Portfolio") that is part of one of the following funds: The Market
Street Fund, Inc.; The Alger American Fund; Neuberger & Berman Advisers
Management Trust; TCI Portfolios, Inc.; Variable Insurance Products Fund;
Variable Insurance Products Fund II; and Van Eck Worldwide Insurance Trust (the
"Funds").

The portion of the Policy Account Value in the Subaccounts will vary with
the investment experience of the corresponding portfolios. The Owner bears the
entire investment risk for all amounts allocated to the Subaccounts; there is no
guaranteed minimum account value for the Subaccounts.

The accompanying Prospectuses for the Funds describe the investment
objectives and the attendant risks of the Portfolios.

The Policy Account Value will reflect the Monthly Deductions and certain
other fees and charges such as the Mortality and Expense Risk Charge. Also, a
surrender charge may be imposed if, during the first 15 Policy Years or within
15 years after a Face Amount increase, the Policy lapses or if the Owner effects
a decrease in Face Amount. The Policy remains in force if the Net Cash Surrender
Value is sufficient to pay the Monthly Deductions under the Policy. During the
first four Policy years, the Policy will not lapse if the Minimum Guarantee
Premium has been paid, even if the Net Cash Surrender Value is insufficient to
pay the Monthly Deductions. This four year period may be extended by electing
the Guaranteed Minimum Death Benefit Rider.

It may not be advantageous to purchase a Policy as a replacement for another
type of life insurance or as a means to obtain additional protection if the
purchaser already owns an adjustable variable life insurance policy.
------------------------

THIS PROSPECTUS MUST BE ACCOMPANIED OR PRECEDED BY CURRENT PROSPECTUSES FOR THE
FUNDS.
------------------------

PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.
------------------------

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.
------------------------

Prospectus dated , 1996

<PAGE> 6

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Definitions........................................................................... 1
Summary Description of the Policy..................................................... 4
The Policy Offered............................................................... 4
Availability of Policy........................................................... 5
The Death Benefit................................................................ 5
Flexibility to Adjust Amount of Death Benefit.................................... 5
Policy Account Value............................................................. 5
Allocation of Net Premiums....................................................... 6
Transfers........................................................................ 6
Free-Look Privilege.............................................................. 6
Charges Assessed in Connection with the Policy................................... 7
Premium Expense Charge...................................................... 7
Monthly Deductions.......................................................... 7
Surrender Charge............................................................ 7
Transfer Charge............................................................. 7
Partial Withdrawal Charge................................................... 7
Daily Charges Against the Subaccounts....................................... 7
Policy Lapse and Reinstatement................................................... 8
Loan Privilege................................................................... 8
Partial Withdrawal of Net Cash Surrender Value................................... 8
Surrender of the Policy.......................................................... 8
Tax Treatment.................................................................... 9
Illustrations of Death Benefits, Policy Account Value and Net Cash Surrender
Value........................................................................... 9
The Company, Variable Account and Funds............................................... 9
Providentmutual Life and Annuity Company of America.............................. 9
The Providentmutual Variable Life Separate Account............................... 10
The Funds........................................................................ 10
The Market Street Fund, Inc. ............................................... 11
The Alger American Fund..................................................... 12
Variable Insurance Product Fund and Variable Insurance Products Fund II..... 13
Neuberger & Berman Advisers Management Trust................................ 16
TCI Portfolios, Inc. ....................................................... 17
Van Eck Worldwide Insurance Trust........................................... 17
Resolving Material Conflicts..................................................... 19
The Guaranteed Account........................................................... 20
Detailed Description of Policy Provisions............................................. 20
Death Benefit.................................................................... 20
General..................................................................... 20
Death Benefit Options....................................................... 20
Option A............................................................... 20
Option B............................................................... 21
Which Death Benefit Option to Choose........................................ 21
Change in Death Benefit Option.............................................. 21
How the Death Benefit May Vary.............................................. 22
Ability to Decrease Face Amount.................................................. 22
Changes Affecting the Death Benefit.............................................. 23
How the Duration of the Policy May Vary.......................................... 23
Policy Account Value............................................................. 23
Calculation of Policy Account Value......................................... 24
Determination of Number of Units for the Subaccounts........................ 24
</TABLE>

i
<PAGE> 7

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Determination of Unit Value................................................. 24
Net Investment Factor....................................................... 24
Payment and Allocation of Premiums............................................... 24
Issuance of a Policy........................................................ 24
Amount and Timing of Premiums............................................... 25
Premium Limitations......................................................... 25
Allocation of Net Premiums.................................................. 26
Transfers................................................................... 26
Policy Lapse................................................................ 26
Reinstatement............................................................... 27
Charges and Deductions................................................................ 27
Premium Expense Charge........................................................... 27
Premium Tax Charge.......................................................... 27
Percent of Premium Sales Charge............................................. 27
Federal Tax Charge.......................................................... 27
Surrender Charge................................................................. 27
Deferred Administrative Charge.............................................. 28
Deferred Sales Charge....................................................... 28
Surrender Charge Upon Decrease in Face Amount............................... 28
Allocation of Surrender Charge.............................................. 28
Monthly Deductions............................................................... 28
Cost of Insurance........................................................... 29
Cost of Insurance Rate................................................. 29
Premium Class.......................................................... 29
Administrative Charges................................................. 29
Initial Administrative Charge.......................................... 29
Monthly Administrative Charge.......................................... 29
Additional Benefit Charges............................................. 29
Partial Withdrawal Charge........................................................ 29
Transfer Charge.................................................................. 30
Charges Against the Subaccounts.................................................. 30
Mortality and Expense Risk Charge........................................... 30
Other Charges.................................................................... 30
Contract Rights....................................................................... 30
Loan Privileges.................................................................. 30
General..................................................................... 30
Interest Rate Charged....................................................... 30
Allocation of Loans and Collateral.......................................... 30
Interest Credited to Loan Account........................................... 31
Effect of Policy Loan....................................................... 31
Loan Repayments............................................................. 31
Lapse With Loans Outstanding................................................ 31
Tax Considerations.......................................................... 31
Surrender Privilege.............................................................. 31
Partial Withdrawal of Net Cash Surrender Value................................... 32
Free-Look Privilege.............................................................. 33
Free-Look for Policy........................................................ 33
Special Transfer and Conversion Rights........................................... 33
Transfer Right for Policy................................................... 33
Transfer Right for Change in Investment Policy of Subaccount................ 33
</TABLE>

ii
<PAGE> 8

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Guaranteed Account................................................................ 34
Minimum Guaranteed and Current Interest Rates.................................... 34
Calculation of Guaranteed Account Value..................................... 34
Transfers from Guaranteed Account................................................ 35
Other Policy Provisions............................................................... 35
Amount Payable on Final Policy Date.............................................. 35
Payment of Policy Benefits....................................................... 35
The Contract..................................................................... 35
Ownership........................................................................ 35
Beneficiary...................................................................... 36
Change of Owner and Beneficiary.................................................. 36
Split Dollar Arrangements........................................................ 36
Assignments...................................................................... 36
Misstatement of Age and Sex...................................................... 36
Suicide.......................................................................... 36
Incontestability................................................................. 36
Dividends........................................................................ 37
Settlement Options............................................................... 37
Supplementary Benefits................................................................ 37
Disability Waiver Benefit........................................................ 37
Policy Split Option.............................................................. 37
Change of Insured................................................................ 38
Four Year Survivorship Term Life Insurance....................................... 38
Convertible Term Life Insurance.................................................. 38
Guaranteed Minimum Death Benefit................................................. 38
Federal Income Tax Considerations..................................................... 38
Introduction..................................................................... 38
Tax Status of the Policy......................................................... 38
Tax Treatment of Policy Benefits................................................. 39
In General.................................................................. 39
Modified Endowment Contracts................................................ 40
Distributions from Policies Classified as Modified Endowment Contracts...... 40
Distributions from Policies Not Classified as Modified Endowment
Contracts................................................................... 40
Policy Loan Interest........................................................ 41
Investment in the Policy.................................................... 41
Multiple Policies........................................................... 41
Taxation of Policy Split.................................................... 41
Other Tax Considerations.................................................... 41
Charge for PLACA's Taxes......................................................... 41
Legal Developments Regarding Unisex Actuarial Tables.................................. 42
Voting Rights......................................................................... 42
Changes in Applicable Law, Funding and Otherwise...................................... 43
Officers and Directors of PLACA....................................................... 43
Distribution of Policies.............................................................. 44
Policy Reports........................................................................ 45
State Regulation...................................................................... 45
Experts............................................................................... 45
Legal Matters......................................................................... 46
Financial Statements.................................................................. 46
Appendix A--Illustration of Death Benefits, Policy Account Values and Net Cash
Surrender Values.................................................................... A-1
Appendix B--Long Term Market Trends................................................... B-1
Financial Statements.................................................................. F-1
</TABLE>

iii
<PAGE> 9

THE POLICY MAY NOT BE AVAILABLE IN ALL JURISDICTIONS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS. IF GIVEN, SUCH INFORMATION OR REPRESENTATIONS SHOULD NOT BE
RELIED ON.

THE PRIMARY PURPOSE OF THIS VARIABLE LIFE INSURANCE POLICY IS TO PROVIDE
INSURANCE PROTECTION. NO CLAIM IS MADE THAT THE POLICY IS IN ANY WAY SIMILAR OR
COMPARABLE TO AN INVESTMENT IN A MUTUAL FUND.

iv
<PAGE> 10

DEFINITIONS

ATTAINED AGE............... For each Insured, such Insured's Issue Age plus
the number of full Policy Years since the Policy
Date.

BENEFICIARY................ The person(s) or entity(ies) designated to receive
all or some of the Insurance Proceeds when the
last surviving Insured dies. The Beneficiary is
designated in the application or if subsequently
changed, as shown in the latest change filed with
PLACA. If no Beneficiary survives and unless
otherwise provided, the estate of the last
surviving Insured will be the Beneficiary.

CASH SURRENDER VALUE....... The Policy Account Value minus any applicable
Surrender Charge.

DEATH BENEFIT.............. Under Option A, the greater of the Face Amount or
a percentage of the Policy Account Value on the
date of death; under Option B, the greater of the
Face Amount plus the Policy Account Value on the
date of death, or a percentage of the Policy
Account Value on the date of death. The Death
Benefit Option is selected at time of application
but may be later changed.

DURATION................... The number of full years the insurance has been in
force, measured from the Policy Date.

FACE AMOUNT................ The Face Amount is shown in the Policy Schedule.
It is equal to the Initial Face Amount minus any
subsequent decreases in such amount (including any
decreases due to changes from Death Benefit Option
B to Option A). The Face Amount is used to
determine the Death Benefit.

FINAL POLICY DATE.......... The Policy Anniversary nearest the younger
Insured's Attained Age 100 at which time the
Policy Account Value, if any, (less any
outstanding Policy loan and accrued interest) will
be paid to the Owner if either Insured is living.
The Policy will end on the Final Policy Date.

GRACE PERIOD............... The 61-day period allowed for payment of a premium
following the date PLACA mails notice of the
amount required to keep the Policy in force.

HOME OFFICE................ PLACA's Home Office at 300 Continental Drive,
Newark, DE 19713.

INITIAL FACE AMOUNT........ The Face Amount shown in the Policy Schedule for
the Policy on the Policy Issue Date. The Initial
Face Amount may be decreased after issue.

INSURANCE PROCEEDS......... The net amount to be paid to the Beneficiary when
the last surviving Insured dies.

INSUREDS................... The persons upon whose lives the Policy is issued.

ISSUE AGES................. The age of each Insured at his or her birthday
nearest the Policy Date. The Issue Ages are stated
in the Policy.

JOINT EQUAL AGE............ An age assigned to the two Insureds which is
actuarially determined by PLACA based solely on
the Issue Age of each Insured.

LOAN ACCOUNT............... The account to which the collateral for the amount
of any Policy loan is transferred from the
Subaccounts and/or the Guaranteed Account.

MINIMUM ANNUAL PREMIUM..... The annual amount which is used to determine the
Minimum Guarantee Premium. This amount is stated
in each Policy.

MINIMUM FACE AMOUNT........ The Minimum Face Amount is $100,000.

1
<PAGE> 11

MINIMUM GUARANTEE
PREMIUM.................... The Minimum Annual Premium multiplied by the
number of months since the Policy Date (including
the current month) divided by 12.

MINIMUM INITIAL PREMIUM.... Equal to the Minimum Annual Premium multiplied by
the following factor for the specified premium
payment mode at issue. Annual -- 1.0;
Semiannual -- 0.50 Quarterly -- 0.25;
Monthly -- 0.167.

MONTHLY DEDUCTIONS......... The amount deducted from the Policy Account Value
on each Policy Processing Day. It includes the
Monthly Administrative Charge, the Monthly Cost of
Insurance Charge, and the monthly cost of any
benefits provided by riders. The Monthly Deduction
on the first 12 Policy Processing Days also
includes an Initial Administrative Charge.

NET AMOUNT AT RISK......... The amount by which the Death Benefit exceeds the
Policy Account Value.

NET CASH SURRENDER VALUE... The Policy Account Value minus any applicable
contingent surrender charges, minus any
outstanding Policy loans and accrued interest.

NET PREMIUM................ The remainder of a premium after the deduction of
the Premium Expense Charge.

OWNER...................... The person(s) or entity(ies) entitled to exercise
the rights granted in the Policy.

PLANNED PERIODIC PREMIUM... The premium amount which the Owner plans to pay at
the frequency selected. The Owner is entitled to
receive a reminder notice and change the amount of
the Planned Periodic Premium. The Owner is not
required to pay the designated amount.

POLICY ACCOUNT VALUE....... The sum of the Policy's values in the Subaccounts,
the Guaranteed Account, and the Loan Account.

POLICY ANNIVERSARY......... The same day and month as the Policy Date in each
later year.

POLICY DATE................ The date set forth in the Policy that is used to
determine Policy Years and Policy Processing Days.
The Policy Date is generally the same as the
Policy Issue Date but may be another date mutually
agreed upon by PLACA and the proposed Insureds.

POLICY ISSUE DATE.......... The date on which the Policy is issued. It is used
to measure suicide and contestable periods.

POLICY PROCESSING DAY...... The day in each calendar month which is the same
day of the month as the Policy Date. The first
Policy Processing Day is the Policy Date.

POLICY YEAR................ A year that starts on the Policy Date or on a
Policy Anniversary.

PREMIUM CLASS.............. The classification of each Insured for cost of
insurance purposes. The classes are: standard;
nonsmoker; preferred; with extra rating; and
nonsmoker with extra rating.

PREMIUM EXPENSE CHARGE..... The amount deducted from a premium payment which
consists of the Premium Tax Charge and a Percent
of Premium Sales Charge and the Federal Tax
Charge.

SURRENDER CHARGE........... The amount deducted from the Policy Account Value
upon lapse or surrender of the Policy during the
first 15 Policy Years. A pro-rata Surrender Charge
will be deducted upon a decrease in the Face
Amount during the first 15 Policy Years. The
Maximum Surrender Charge is shown in the Policy.

2
<PAGE> 12

SURRENDER CHARGE
TARGET PREMIUM.......... An amount based on the Initial Face Amount and
Joint Equal Age of the Insureds used solely for
the purpose of calculating the Deferred Sales
Charge.

VALUATION DAY.............. Each day that the New York Stock Exchange is open
for business and any other day on which there is a
sufficient degree of trading with respect to a
Subaccount's portfolio of securities to materially
affect the value of that Subaccount.

VALUATION PERIOD........... The time between two successive Valuation Days.
Each Valuation Period includes a Valuation Day and
any non-Valuation Day or consecutive non-Valuation
Days immediately preceding it.

3
<PAGE> 13

SUMMARY DESCRIPTION OF THE POLICY

The following summary of the Policy provisions should be read in
conjunction with the detailed information appearing elsewhere in this
Prospectus.

THE POLICY OFFERED

The Flexible Premium Adjustable Survivorship Variable Life Insurance Policy
(the "Policy") offered by this Prospectus is issued by Providentmutual Life and
Annuity Company of America ("PLACA"). The Policy allows the Owner, subject to
certain limitations, to make premium payments in any amount and at any
frequency. As long as the Policy remains in force, it will provide for:

(1) Life insurance coverage on the named Insureds up to Attained Age 100 of
the younger Insured;

(2) A Cash Surrender Value;

(3) Surrender and withdrawal rights and Policy loan privileges; and

(4) A variety of additional insurance benefits.

The Policy described in this Prospectus is designed to provide insurance
coverage to help lessen the economic loss resulting from the deaths of the
Insureds. It is not primarily offered as an investment. Life insurance is not a
short-term investment. Prospective Owners should consider their need for
insurance coverage and the Policy's long-term investment potential. The Death
Benefit is not payable, in whole or in part, at the time of death of the first
of the Insureds to die; it is only payable at the time of death of the last
surviving Insured. There are no changes made to the Policy as a result of the
death of the first Insured to die.

The Policy is called "flexible premium" because there is no fixed schedule
for premium payments, even though the Owner may establish a schedule of Planned
Periodic Premiums. The Policy is described as "adjustable" because the Owner
may, within limits, decrease the Face Amount and may change the Death Benefit
Option. The Policy is called "variable" because, unlike a fixed benefit whole
life insurance policy, the Death Benefit under the Policy may, and its Account
Value will, vary to reflect the investment performance of the chosen
Subaccounts, and the crediting of interest to the Guaranteed Account, as well as
other factors.

The failure to pay Planned Periodic Premiums will not itself cause the
Policy to lapse. Conversely, the payment of premiums in any amount or frequency
will not necessarily guarantee that the Policy will remain in force. In general,
the Policy will lapse if the Net Cash Surrender Value is insufficient to pay the
Monthly Deduction for cost of insurance and administrative charges. During the
first four Policy Years, the Policy will not lapse if the Minimum Guarantee
Premium has been paid, even if the Net Cash Surrender Value is insufficient.
This four year period may be extended by electing the Guaranteed Minimum Death
Benefit Rider.

After deduction of the Premium Expense Charge, Net Premiums are allocated
to one or more of the Subaccounts of the Providentmutual Variable Life Separate
Account, and/or the Guaranteed Account as selected by the Owner. The Guaranteed
Account is part of PLACA's General Account.

The Providentmutual Variable Life Separate Account consists of twenty-two
Subaccounts, the assets of which are used to purchase shares of a designated
corresponding mutual fund portfolio (each, a "Portfolio") that is part of one of
the following funds: The Market Street Fund, Inc.; The Alger American Fund;
Neuberger & Berman Advisers Management Trust; TCI Portfolios, Inc.; Van Eck
Worldwide Insurance Trust; Variable Insurance Products Fund; and Variable
Insurance Products Fund II (the "Funds", each, a "Fund"). There is no assurance
that the investment objectives of a particular Portfolio will be met. The Owner
bears the entire investment risk of amounts allocated to the Subaccounts.

Before purchasing a Policy, a prospective Owner should ask his or her PLACA
representative whether changing, or adding to, current insurance coverage would
be advantageous. Generally, it is not advisable to purchase another policy as a
replacement for existing coverage.

4
<PAGE> 14

AVAILABILITY OF POLICY

This Policy can be issued for two Insureds each between ages 21 and 85 and
with a Joint Equal Age between 25 and 80. The Minimum Face Amount is $100,000.
Before issuing a Policy, PLACA will require that the proposed Insureds meet
certain underwriting standards satisfactory to PLACA. The premium classes
available for each Insured are Standard, Nonsmoker Preferred, with Extra Rating
and Nonsmoker with Extra Rating. (See "Issuance of a Policy," Page 24.)

THE DEATH BENEFIT

As long as the Policy remains in force, PLACA will pay the Insurance
Proceeds to the Beneficiary upon receipt of due proof of the death of both
Insureds. The Insurance Proceeds will consist of the Policy's Death Benefit plus
any relevant additional benefits provided by a supplementary benefit rider, less
any outstanding Policy loan and accrued interest, less any unpaid Monthly
Deductions.

There are two Death Benefit Options available. Death Benefit Option A
provides for the greater of (a) the Face Amount and (b) the applicable
percentage of the Policy Account Value. Death Benefit Option B provides for the
greater of (a) the Face Amount plus the Policy Account Value and (b) the
applicable percentage of the Policy Account Value. (See "Death Benefit Options,"
Page 20.)

During the first four Policy Years regardless of investment experience, the
Death Benefit is guaranteed never to be less than the Policy's Face Amount, as
long as the sum of premiums paid less any partial withdrawals less any policy
loans equals or exceeds the Minimum Guarantee Premium. This four year period may
be extended by electing the Guaranteed Minimum Death Benefit Rider.

FLEXIBILITY TO ADJUST AMOUNT OF DEATH BENEFIT

After the first Policy Year, the Owner has flexibility to adjust the Death
Benefit by changing the Death Benefit Option or by decreasing the Face Amount of
the Policy. (See "Change in Death Benefit Option," Page 22, and "Ability to
Decrease Face Amount," Page 22.) Any decrease in Face Amount must be for at
least $25,000 (or such lesser amount required in a particular state) and cannot
result in a Face Amount less than the Minimum Face Amount available at that
time. PLACA reserves the right to establish different Minimum Face Amounts for
Policies issued in the future. (Decreases are not permitted for Policies issued
in Virginia.)

Any change in Death Benefit Options or in the Face Amount may affect the
charges under the Policy. For any decrease in Face Amount, that part of the
surrender charges attributable to the decrease will reduce the Policy Account
Value, and the surrender charges will be reduced by this amount. A decrease in
Face Amount may also lower the cost of insurance charges. (See "Cost of
Insurance," Page 29.)

To the extent that a requested decrease in Face Amount would result in
cumulative premiums exceeding the maximum premium limitations applicable under
the Internal Revenue Code for life insurance, PLACA will not effect the
decrease.

POLICY ACCOUNT VALUE

The Policy Account Value is the total amount of value held under the Policy
at any time. It equals the sum of the amounts held in the Subaccounts, the
Guaranteed Account and the Loan Account. (See "Calculation of Policy Account
Value," Page 23.)

The Policy Account Value in the Subaccounts will reflect the investment
performance of the chosen Subaccounts, any Net Premiums paid, any transfers, any
partial withdrawals, any loans, any loan repayments, any loan interest paid or
credited and any charges assessed in connection with the Policy. The Owner bears
the entire investment risk for amounts allocated to the Subaccounts. There is no
guaranteed minimum for the portion of the Policy Account Value in the
Subaccounts.

The Guaranteed Account earns interest at rates PLACA declares in advance
for specific periods. The rates are guaranteed to equal or exceed 4%. The
principal, after deductions, is also guaranteed. The value of

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<PAGE> 15

the Guaranteed Account will reflect any amounts allocated or transferred to it
plus interest credited to it, less amounts deducted, transferred or withdrawn
from it. (See "The Guaranteed Account," Page 34.)

The Loan Account will reflect any amounts transferred from the Subaccounts
and/or Guaranteed Account as collateral for Policy loans plus interest of at
least 4% credited to such amount. (See "Loan Privileges," Page 30.)

The Policy Account Value is relevant to the computation of the Death
Benefit and cost of insurance charges.

ALLOCATION OF NET PREMIUMS

Except as described below, Net Premiums will generally be allocated to the
Subaccounts and the Guaranteed Account in accordance with the allocation
percentages which are in effect for such premium when received at PLACA's Home
Office. These percentages will be those specified in the application or as
subsequently changed by the Owner or as specified for a particular premium
payment.

Where state law requires a return of gross premiums paid when a Policy is
returned under the Free-Look provision (see "Free-Look for Policy," Page 33) any
portion of the Initial Net Premium and any Net Premiums received before the
expiration of a 15-day period beginning on the later of the Policy Issue Date or
the date PLACA receives the Minimum Initial Premium, which are to be allocated
to the Subaccounts will be allocated to the Money Market Subaccount. At the end
of the 15-day period, the amount in the Money Market Subaccount (including
investment experience) will be allocated to each of the chosen Subaccounts based
on the proportion that the allocation percentage for such Subaccount bears to
the sum of the Subaccount premium allocation percentages. (See "Allocation of
Net Premiums," Page 26.)

TRANSFERS

The Owner may make transfers of the amounts in the Subaccounts and
Guaranteed Account between and among such accounts and between and among
Subaccounts. Transfers between and among the Subaccounts or into the Guaranteed
Account will be made on the date we receive the request. The minimum amount for
each transfer is $1,000, unless a lesser minimum amount is required in a
particular jurisdiction. Transfers out of the Guaranteed Account may only be
made within 30 days of a Policy Anniversary and are limited in amount. If the
Owner makes more than four transfers in a Policy Year, a Transfer Charge of $25
will be deducted from the amount being transferred. (See "Transfers," Page 26.)

FREE-LOOK PRIVILEGE

The Policy provides for an initial Free-Look period. The Owner may cancel
the Policy before the latest of: (a) 45 days after Part I of the Application for
the Policy is signed; (b) 10 days after the Owner receives the Policy; and (c)
10 days after PLACA mails or personally delivers a Notice of Withdrawal Right to
the Owner. Upon returning the Policy to PLACA or to an agent of PLACA within
such time with a written request for cancellation, the Policy will be cancelled.
PLACA will promptly pay to the Owner a refund equal to the sum of: (i) the
Policy Account Value as of the date PLACA receives the returned Policy; plus
(ii) the amount deducted for premium taxes; plus (iii) any Monthly Deductions
charged against the Policy Account Value; plus (iv) an amount reflecting other
charges directly or indirectly deducted under the Policy. Where state law
requires a minimum refund equal to gross premiums paid, the refund will instead
equal the gross premium paid on the Policy and will not reflect the investment
experience of the Subaccounts. (See "Free-Look Privilege," Page 33.)

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CHARGES ASSESSED IN CONNECTION WITH THE POLICY

Premium Expense Charge. A Premium Expense Charge will be deducted from
each premium payment. This charge consists of:

(i) Premium Tax Charge for state and local premium taxes based on the
rate for the Insureds' residence at the time the premium is paid. PLACA
reserves the right to change the amount of the charge deducted from future
premiums if the Insureds' residence changes or the applicable law is
changed;

(ii) Percent of Premium Sales Charge which is equal to 5% of the
amount of the premium payment in Policy Years 1 through 15. At the present
time PLACA does not intend to apply this charge after Policy Year 15, but
reserves the right to do so.

(iii) Federal Tax Charge equal to 1.25% of the amount of the premium
payment. PLACA reserves the right to change the amount of this charge if
the applicable Federal tax law changes PLACA's tax burden. (See "Premium
Expense Charge," Page 27).

Monthly Deductions. On the Policy Date and on each Policy Processing Day
thereafter, the Policy Account Value will be reduced by a Monthly Deduction
equal to the sum of the monthly Cost of Insurance Charge, Monthly Administrative
Charge, a charge for additional benefits added by rider and, on the first 12
Policy Processing Days, the Initial Administrative Charge. The monthly Cost of
Insurance Charge will be determined by multiplying the Net Amount at Risk (that
is the Death Benefit less Policy Account Value) by the applicable cost of
insurance rate(s), which will depend upon the Issue Age, Sex, Premium Class of
each Insured and Duration and on PLACA's expectations as to future mortality and
expense experience, but which will not exceed the guaranteed maximum cost of
insurance rates set forth in the Policy based on the Issue Age, Sex, Premium
Class of each Insured, the Duration and the "1980 Commissioners Standard
Ordinary Smoker and Nonsmoker Mortality Table." (See "Cost of Insurance," Page
29.) The Monthly Administrative Charge is currently $7.50 plus $.01 per $1,000
of Face Amount; the maximum permissible Monthly Administrative Charge is $12
plus $.03 per $1,000 of Face Amount. (See "Monthly Administrative Charge," Page
29.) The Initial Administrative Charge is $17.50 plus $.11 per $1,000 of Initial
Face Amount, payable on the first 12 Policy Processing Days. (See "Initial
Administrative Charge," Page 29.)

Surrender Charge. A Surrender Charge is imposed if the Policy is
surrendered or lapses at any time before the fifteenth Policy Year. The
Surrender Charge consists of a Deferred Administrative Charge and a Deferred
Sales Charge. A portion of this Surrender Charge will be deducted if the Owner
decreases the Face Amount before the end of the fifteenth Policy Year. (See
"Surrender Charge," Page 27.)

The Deferred Administrative Charge is equal to $5.00 per $1,000 of Initial
Face Amount in Policy Years 1 to 11 declining by 20% of the original amount each
year in Policy Years 12 to 15 until it is zero in Policy Year 16.

The Deferred Sales Charge is equal to 25% of the premiums received during
the first Policy Year up to one Surrender Charge Target Premium plus 4% of all
other premiums received to the date of surrender, lapse or decrease. The
Deferred Sales Charge, however, will not exceed the Maximum Deferred Sales
Charge. For Joint Equal Ages 25 to 71, the Maximum Deferred Sales Charge equals
60% of the Surrender Charge Target Premium, 50% of the relevant Surrender Charge
Target Premium for Joint Equal Ages 72 and 73, 40% of the relevant Surrender
Charge Target Premium for Joint Equal Ages 74 and 75, 30% for Joint Equal Ages
76 to 78 and 20% for Joint Equal Ages 79 and 80. The amount of the Maximum
Deferred Sales Charge remains level for Policy Years 1 through 11 and declines
by 20% of the original amount each year in Policy Years 12 through 15.

Transfer Charge. After the fourth transfer between accounts in a Policy
Year, a $25 charge for each additional transfer will be deducted from the amount
transferred to compensate PLACA for administrative costs in handling such
transfers. (See "Transfer Charge," Page 30.)

Partial Withdrawal Charge. A charge equal to $25 will be deducted by PLACA
from the Policy Account Value to compensate it for its costs. (See "Partial
Withdrawal Charge," Page 29.)

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<PAGE> 17

Daily Charges Against the Subaccounts. A daily charge for PLACA's
assumption of certain mortality and expense risks incurred in connection with
the Policy will be imposed at an annual rate which is currently 0.65% of the
average daily net assets of the Subaccounts. This charge may be increased in the
future but in no event will it exceed an annual rate of 0.90%. (See "Charges
Against the Subaccounts," Page 30.)

Shares of the Portfolios are purchased by the Subaccounts at net asset
value which reflects management fees and expenses deducted from the assets of
the Portfolios.

POLICY LAPSE AND REINSTATEMENT

During the first four Policy Years, the Policy will lapse if the Minimum
Guarantee Premium has not been paid and if the Net Cash Surrender Value is
insufficient to cover the Monthly Deductions and a 61-day Grace Period expires
without a sufficient premium payment. After the fourth Policy Year, the Policy
will lapse if the Net Cash Surrender Value is insufficient and the Grace Period
lapses without a sufficient premium payment. This four year period may be
extended by electing the Guaranteed Minimum Death Benefit Rider. The failure to
pay a Planned Periodic Premium will not itself cause a Policy to lapse. (See
"Policy Lapse," Page 26.)

Subject to certain conditions, including evidence of insurability
satisfactory to PLACA and the payment of a sufficient premium, a Policy may be
reinstated at any time within three years (or such longer period as may be
required in a particular state) after the expiration of the Grace Period and
before the Final Policy Date. (See "Reinstatement," Page 27.)

LOAN PRIVILEGE

The Owner may obtain Policy loans in a minimum amount of $500 (or such
lesser minimum as may be required in a particular state) but not exceeding, in
the aggregate, the Net Cash Surrender Value.

Policy loans will bear interest at a fixed rate of 6% per year, payable at
the end of each Policy Year. If interest is not paid when due, it will be added
to the outstanding loan balance. Policy loans may be repaid at any time and in
any amount prior to the Final Policy Date.

Policy loans are allocated to the Subaccounts and the Guaranteed Account
based on the proportion that each account's value bears to the total unloaned
Policy Account Value. Based on this allocation, the collateral for the loan is
deducted from each account and transferred to the Loan Account. This amount in
the Loan Account will earn interest at an effective annual rate PLACA will
determine prior to each calendar year. This rate will not be less than 4%. (See
"Loan Privileges," Page 30.)

Depending upon the investment performance of Net Cash Surrender Value and
the amount of any Policy loan, such loans may cause a Policy to lapse. Lapse of
the Policy with Policy loans outstanding may result in adverse tax consequences.
(See "Tax Treatment of Policy Benefits," Page 39.)

PARTIAL WITHDRAWAL OF NET CASH SURRENDER VALUE

After the first Policy Year, the Owner may, subject to certain
restrictions, request a partial withdrawal of Net Cash Surrender Value. The
minimum amount for such withdrawal is $1,500. An expense charge of $25 will be
deducted from the Policy Account Value for each withdrawal. The withdrawal
amount and expense charge will be allocated to the Subaccounts and the
Guaranteed Account based on the proportion that the value in each account bears
to the total unloaned Policy Account Value. If Death Benefit Option A is in
effect, PLACA will reduce the Face Amount by the amount of the withdrawal. (See
"Partial Withdrawal of Net Cash Surrender Value," Page 32.)

SURRENDER OF THE POLICY

The Owner may at any time fully surrender the Policy and receive the Net
Cash Surrender Value, if any. The Net Cash Surrender Value will equal the Policy
Account Value less any Policy loan, accrued interest and any applicable
surrender charges. (See "Surrender Privilege," Page 31.)

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<PAGE> 18

TAX TREATMENT

Under current federal tax law, life insurance contracts receive tax-favored
treatment. The death benefit is generally excludable from the beneficiary's
gross income for federal income tax purposes, according to Section 101(a)(1) of
the Internal Revenue Code. Owners of a life insurance contract are not taxed on
any increase in the cash value while the contract remains in force.

If a life insurance contract is a modified endowment contract under federal
tax law, certain distributions made during either insured's lifetime, such as
loans and partial withdrawals from, and collateral assignments of, the contract
are includable in gross income on an income-first basis. A 10% penalty tax may
also be imposed on distributions made before the contract owner attains age
59 1/2. Life insurance contracts that are not modified endowment contracts under
federal tax law receive preferential tax treatment with respect to certain
distributions.

For a discussion of the tax issues associated with this Policy, see
"Federal Income Tax Considerations" on page 38.

ILLUSTRATIONS OF DEATH BENEFITS, POLICY ACCOUNT VALUE AND NET CASH SURRENDER
VALUE

Illustrations of how investment performance of the Subaccounts may cause
Death Benefits, the Policy Account Value and the Net Cash Surrender Value to
vary are included in Appendix A commencing on page A-1.

These projections of hypothetical values may be helpful in understanding
the long-term effects of different levels of investment performance, of charges
and deductions, of electing one or the other death benefit option, and generally
comparing and contrasting this Policy to other life insurance policies.
Nonetheless, the illustrations are based on hypothetical investment rates of
return and are not guaranteed. Illustrations are illustrative only and are not a
representation of past or future performance. Actual rates of return may be more
or less than those reflected in the illustrations and, therefore, actual values
will be different from those illustrated.

THE COMPANY, VARIABLE ACCOUNT AND FUNDS

PROVIDENTMUTUAL LIFE AND ANNUITY COMPANY OF AMERICA

The Contracts are issued by PLACA which is a stock life insurance company
incorporated under the name of Washington Square Life Insurance Company in the
Commonwealth of Pennsylvania in 1958. The name of the Company was changed from
Washington Square to PLACA in 1991 and the Company was redomiciled as a Delaware
insurance company in December, 1992. PLACA is currently licensed to transact
life insurance business in 48 states and the District of Columbia. As of
December 31, 1995, PLACA had total assets of approximately $625 million.

PLACA is a wholly-owned subsidiary of Provident Mutual Life Insurance
Company ("PMLIC"). PMLIC was chartered by the Commonwealth of Pennsylvania in
1865 and at the end of 1995 had total assets of approximately $4.9 billion.
PMLIC and PLACA entered into a Support Agreement on April 5, 1993, pursuant to
which PMLIC agreed to ensure that PLACA's capital and surplus will be maintained
at certain levels and that PLACA will maintain cash or cash equivalents in an
amount sufficient for the payment of benefits and other contractual claims under
contracts issued by PLACA. This agreement may not be modified or terminated
prior to January 1, 1998, and then only under certain circumstances. Other than
this Support Agreement, PMLIC is under no obligation to invest money in PLACA
nor is it in any way a guarantor of PLACA's contractual obligations or
obligations under the Contract.

PLACA is subject to regulation by the Insurance Department of the State of
Delaware as well as by the insurance departments of all other states and
jurisdictions in which it does business. PLACA submits annual statements on its
operations and finances to insurance officials in such states and jurisdictions.
The forms for

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<PAGE> 19

the Contract described in this Prospectus are filed with and (where required)
approved by insurance officials in each state and jurisdiction in which
Contracts are sold.

THE PROVIDENTMUTUAL VARIABLE LIFE SEPARATE ACCOUNT

The Providentmutual Variable Life Separate Account (the "Variable Account")
is a separate investment account of PLACA, established by the Board of Directors
of PLACA, under Delaware law to support the operation of the Policy and to
support other variable life insurance policies. PLACA has caused the Variable
Account to be registered with the Securities and Exchange Commission (the "SEC")
as a unit investment trust under the Investment Company Act of 1940 (the "1940
Act"). Such registration does not involve supervision by the SEC of the
management or investment policies or practices of the Variable Account.

The assets of the Variable Account are owned by PLACA. However, these
assets are held separate from other assets and are not part of PLACA's General
Account. The portion of the assets of the Variable Account equal to the reserves
or other contract liabilities of the Variable Account will not be charged with
liabilities that arise from any other business PLACA conducts. PLACA may
transfer to its General Account any assets of the Variable Account that exceed
the reserves and the Contract liabilities of the Variable Account (which will
always be at least equal to the aggregate Contract value allocated to the
Variable Account under the Contracts).

The income, gains and losses, realized or unrealized, from assets allocated
to the Variable Account are credited to or charged against the Variable Account
without regard to other income, gains or losses of PLACA. PLACA may accumulate
in the Variable Account the charge for mortality and expense risks, mortality
gains and losses and investment results applicable to those assets that are in
excess of the net assets supporting the Contracts. An Owner will share only in
the income, gains and losses of the particular Subaccounts to which his or her
Net Premium payments have been allocated or to which portions of the Policy
Account Value have been transferred.

The Variable Account currently has twenty-two Subaccounts: Growth; Money
Market; Bond; Managed; Aggressive Growth; International; Alger American Small
Capitalization; Fidelity Asset Manager; Fidelity Contrafund; Fidelity Equity
Income; Fidelity Growth; Fidelity High Income; Fidelity Index 500; Fidelity
Investment Grade Bond; Fidelity Overseas; Neuberger & Berman Balanced; Neuberger
& Berman Growth; Neuberger & Berman Limited Maturity Bond; TCI Growth; Van Eck
Worldwide Bond; Van Eck Gold and Natural Resources; and Van Eck Worldwide
Emerging Markets. The assets of each Subaccount are invested exclusively in
shares of a corresponding Portfolio of a designated Fund.

THE FUNDS

The Variable Account currently consists of twenty-two Subaccounts and
currently invests in portfolios of seven series-type mutual funds: Market Street
Fund, Inc.; The Alger American Fund; Neuberger & Berman Advisers Management
Trust; TCI Portfolios, Inc.; Van Eck Worldwide Insurance Trust; Variable
Insurance Products Fund; and Variable Insurance Products Fund II (collectively,
the "Funds"). Each of the Funds are registered with the SEC under the 1940 Act
as an open-end diversified investment company. The SEC does not, however,
supervise the management or the investment practices and policies of the Funds.

The assets of each Fund portfolio are separate from other portfolios of
that Fund and each portfolio has separate investment objectives and policies. As
a result, each portfolio operates as a separate investment portfolio and the
investment performance of one portfolio has no effect on the investment
performance of any other portfolio. Some of the Funds may, in the future, create
additional portfolios. The investment experience of each of the Subaccounts of
the Variable Account depends on the investment performance of its corresponding
portfolio.

Each of the Funds sells its shares to the Variable Account in accordance
with the terms of a participation agreement between the Fund and PLACA. The
termination provisions of those agreements vary (See "Termination of
Participation Agreements," Page 18.). Should an agreement between PLACA and a
Fund terminate, the Variable Account will not be able to purchase additional
shares of that Fund. In that event,

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<PAGE> 20

Owners will no longer be able to allocate Account Values or premium payments to
Subaccounts investing in portfolios of that Fund.

Additionally, in certain circumstances, it is possible that a Fund or a
portfolio of a Fund may refuse to sell its shares to the Variable Account
despite the fact that the participation agreement between the Fund and PLACA has
not been terminated. Should a Fund or a portfolio of a Fund decide not to sell
its shares to PLACA, PLACA will not be able to honor requests of Owners to
allocate their Account Values or premium payments to Subaccounts investing in
shares of that Fund or portfolio.

Certain Subaccounts invest in portfolios that have similar investment
objectives and/or policies; therefore before choosing Subaccounts, carefully
read the individual prospectuses for the Funds along with this prospectus.

THE MARKET STREET FUND, INC.

The Variable Account has six Subaccounts that invest exclusively in shares
of The Market Street Fund, Inc., a "series" type of mutual fund which is
registered with the SEC under the 1940 Act as a diversified open-end management
investment company. The Fund currently issues eight "series" or classes of
shares, each of which represents an interest in a separate Portfolio within the
Fund: the Growth Portfolio, the Money Market Portfolio, the Bond Portfolio, the
Managed Portfolio, the Aggressive Growth Portfolio, the International Portfolio,
the Common Stock Portfolio and the Sentinel Growth Portfolio. The Common Stock
Portfolio and Sentinal Growth Portfolio are not available under the Variable
Account of the Policy. Shares of each portfolio currently are purchased and
redeemed by the corresponding Subaccount. The Fund sells and redeems its shares
at net asset value without a sales charge.

The Fund presently serves as an investment medium for other variable life
and variable annuity contracts issued by PLACA, Provident Mutual Life Insurance
Company, which wholly-owns PLACA, and National Life Insurance Company of
Vermont. At some later date, the Fund may serve as an investment medium for
other variable life policies and variable annuity contracts issued by PLACA and
may be made available as an investment medium for variable contracts issued by
other insurance companies, including affiliated and unaffiliated companies of
PLACA. PLACA currently does not foresee any disadvantages to Owners arising out
of the fact that the Fund will offer its shares to fund products other than
PLACA's policies. However, the Fund's Board of Directors intends to monitor
events in order to identify any material irreconcilable conflicts that possibly
may arise and to determine what action, if any, should be taken in response to
those events or conflicts.

The investment objectives of the Fund's portfolios available under the
Policy are set forth below. The investment experience of each of the Subaccounts
depends on the investment performance of the corresponding portfolio. There is
no assurance that any portfolio will achieve its stated objective.

The Growth Portfolio. This portfolio seeks intermediate and long-term
growth of capital by investing in common stocks of companies believed to offer
above-average growth potential over both the intermediate and the long-term.
Current income is a secondary consideration.

The Money Market Portfolio. The Money Market Portfolio seeks to provide
maximum current income consistent with capital preservation and liquidity by
investing in high-quality money market instruments.

The Bond Portfolio. The Bond Portfolio seeks to generate a high level of
current income consistent with prudent investment risk by investing in a
diversified portfolio of marketable debt securities.

The Managed Portfolio. The Managed Portfolio seeks to realize as high a
level of long-term total rate of return as is consistent with prudent investment
risk by investing in stocks, bonds, money market instruments or a combination
thereof.

The Aggressive Growth Portfolio. The Aggressive Growth Portfolio seeks to
achieve a high level of long-term capital appreciation by investing in
securities of a diverse group of smaller emerging companies.

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<PAGE> 21

The International Portfolio. The International Portfolio seeks long-term
growth of capital principally through investments in a diversified portfolio of
marketable equity securities of established non-United States companies.

With respect to the Growth Portfolio, the Fund is advised by Newbold's
Asset Management, Inc. (NAM) which is registered with the SEC as an investment
adviser under the Investment Advisers Act of 1940. As compensation for its
services, NAM receives monthly compensation at an effective annual rate of 0.50%
of the first $20 million of the average daily net assets of the Growth
Portfolio, 0.40% of the next $20 million of the average daily net assets of the
portfolio, and 0.30% of the average daily net assets in excess of $40 million.

With respect to the Money Market Portfolio, the Fund is advised by
Providentmutual Investment Management Company (PIMC), which is registered with
the SEC as an investment adviser under the Investment Advisers Act of 1940. As
compensation for its services, PIMC receives monthly compensation at an
effective annual rate of 0.25% of the average daily net assets of the portfolio.

With respect to the Bond, Managed and Aggressive Growth Portfolios, the
Fund is advised by Sentinel Advisors Company (SAC), which is registered with the
SEC as an investment adviser under the Investment Advisers Act of 1940. As
compensation for its services, SAC receives monthly compensation as follows:

Bond Portfolio -- 0.35% of the first $100 million of the average daily
net assets of the portfolio and 0.30% of the average daily net assets in
excess of $100 million.

Managed Portfolio -- 0.40% of the first $100 million of the average
daily net assets of the portfolio and 0.35% of the average daily net assets
in excess of $100 million.

Aggressive Growth Portfolio -- 0.50% of the first $20 million of the
average daily net assets of the portfolio, 0.40% of the next $20 million of
the average daily net assets of the portfolio and 0.30% of the average
daily net assets in excess of $40 million.

With respect to the International Portfolio, the Fund is advised by PIMC
which receives monthly compensation at an effective annual rate of 0.75% of the
first $500 million of the average daily net assets of the portfolio and 0.60% of
the average daily net assets in excess of $500 million. PIMC has employed The
Boston Company Asset Management, Inc. (the "Boston Company") to provide
investment advisory services in connection with the portfolio. As compensation
for the investment advisory services rendered, PIMC pays The Boston Company a
monthly fee at an effective rate of 0.375% of the first $500 million of the
average daily net assets of the portfolio and 0.30% of the average daily net
assets in excess of $500 million.

In addition to the fee for the investment advisory services, the Fund pays
its own expenses generally, including brokerage costs, administrative costs,
custodial costs, and legal, accounting and printing costs. However, PMLIC has
entered into an agreement with the Fund whereby it will reimburse the Fund for
all ordinary operating expenses, excluding advisory fees in excess of an annual
rate of 0.40% of the average daily net assets of each portfolio except the
International Portfolio, and 0.75% for the International Portfolio. It is
anticipated that this agreement will continue; if it is terminated, Fund
expenses may increase.

A more extensive description of the Fund, its investment objectives and
policies, its risks, expenses, and all other aspects of its operations is
contained in the Prospectus for the Fund, which accompanies this Prospectus and
should be read together with this Prospectus.

THE ALGER AMERICAN FUND

The Variable Account has twenty-two Subaccounts, one of which invests
exclusively in shares of a Portfolio of The Alger American Fund ("Alger
American"). Alger American is a "series" type mutual fund registered with the
SEC as a diversified open-end management investment company issuing a number of
series or classes of shares, each of which represents an interest in a Portfolio
of Alger American.

The Alger American Small Capitalization Subaccount of the Variable Account
invests in shares of the Alger American Small Capitalization Portfolio of Alger
American. (Alger American has other investment

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<PAGE> 22

portfolios that are not offered to the Variable Account or under the Policies.)
Shares of the Alger American Small Capitalization Portfolio are purchased and
redeemed by the Variable Account at net asset value without a sales charge. The
Variable Account purchases shares of Alger American Small Capitalization
Portfolio from Alger American in accordance with a participation agreement
between Alger American and PLACA. The termination provisions of this
participation agreement is described below.

Alger American Small Capitalization Portfolio seeks long-term capital
appreciation by focusing on small, fast-growing companies that offer innovative
products, services or technologies to a rapidly expanding marketplace.

The investment adviser for the Alger American Small Capitalization
Portfolio is Fred Alger Management, Inc. ("Alger Management"), which is
registered with the SEC as an Investment Adviser under the Investment Advisors
Act of 1940. As compensation for its services, Alger Management receives a fee
at the end of each month at an annual rate of .85% of the average net assets of
the Alger American Small Capitalization Portfolio.

A more extensive description of Alger American and the Alger American Small
Capitalization Portfolio, including the Portfolio's investment objectives and
policies, risks, expenses and other aspects of its operations are contained in
the Prospectus for Alger American which accompanies this Prospectus.

VARIABLE INSURANCE PRODUCT FUND AND VARIABLE INSURANCE PRODUCTS FUND II

Variable Account has eight Subaccounts that invest exclusively in shares of
Portfolios of the Variable Insurance Products Fund (the "VIP Fund") or of the
Variable Insurance Products Fund II (the "VIP Fund II"). The VIP Fund and the
VIP Fund II are each "series" type mutual funds registered with the SEC as
diversified open-end management investment companies issuing a number of series
or classes of shares, each of which represents an interest in a Portfolio of the
Fund.

The Fidelity Equity-Income Subaccount, Fidelity Growth Subaccount, Fidelity
High Income Subaccount and Fidelity Overseas Subaccount of the Variable Account
invest in shares of the Equity-Income Portfolio, Growth Portfolio, High Income
Portfolio and Overseas Portfolio, respectively, of the VIP Fund. The Fidelity
Asset Manager Subaccount, Contrafund Subaccount, Fidelity Index 500 Subaccount
and Fidelity Investment Grade Bond Subaccount of the Variable Account invest in
shares of the Asset Manager Portfolio, Contrafund Portfolio, Index 500 Portfolio
and Investment Grade Bond Portfolio, respectively, of the VIP Fund II. (The VIP
Fund and VIP Fund II have other investment portfolios that are not offered to
the Variable Account or under the Policies.) Shares of these Portfolios are
purchased and redeemed by the Variable Account at net asset value without a
sales charge. The Variable Account purchases shares of the Portfolios from the
VIP Fund and the VIP Fund II in accordance with a participation agreement
between each Fund and PLACA. The termination provisions of these participation
agreements are described below.

The investment objectives of the Portfolios of the VIP Fund and the VIP
Fund II in which the Subaccounts will invest are set forth below. The investment
experience of each Subaccount depends upon the investment performance of the
corresponding Portfolio. There is no assurance that any Portfolio will achieve
its stated objective.

VIP Fund

Equity-Income Portfolio. This Portfolio seeks reasonable income by
investing primarily in income-producing equity securities. In choosing these
securities, the Equity-Income Portfolio considers the potential for capital
appreciation. The Portfolio's goal is to achieve a yield which exceeds the
composite yield of the securities comprising the Standard and Poor's 500
Composite Stock Price Index.

Growth Portfolio. This Portfolio seeks to achieve capital appreciation.
The Growth Portfolio normally purchases common stocks, although its investments
are not restricted to any one type of security. Capital appreciation may also be
found in other types of securities, including bonds and preferred stocks.

13
<PAGE> 23

High Income Portfolio. This Portfolio seeks to obtain a high level of
current income by investing primarily in high-yielding, lower-rated,
fixed-income securities, while also considering growth of capital.

Overseas Portfolio. This Portfolio seeks long term growth of capital
primarily through investments in foreign securities. The Overseas Portfolio
provides a means for diversification by participating in companies and economies
outside of the United States.

VIP Fund II

Asset Manager Portfolio. This Portfolio seeks to obtain high total return
with reduced risk over the long-term by allocating its assets among stocks,
bonds and short-term fixed-income instruments.

Contrafund Portfolio. This Portfolio seeks capital appreciation by
investing in companies believed to be undervalued due to an overly pessimistic
appraisal by the public.

Index 500 Portfolio. This Portfolio seeks to provide investment results
that correspond to the total return (i.e., the combination of capital changes
and income) of common stocks publicly traded in the United States. In seeking
this objective, the Index 500 Portfolio attempts to duplicate the composition
and total return of the Standard and Poor's 500 Composite Stock Price Index
while keeping transaction costs and other expenses low. The Portfolio is
designed as a long-term investment option.

Investment Grade Bond Portfolio. This Portfolio seeks as high a level of
current income as is consistent with the preservation of capital by investing in
a broad range of investment-grade fixed-income securities. The Portfolio will
maintain a dollar-weighted average portfolio maturity of ten years or less.

The Equity-Income, Growth, High Income, and Overseas Portfolios of the VIP
Fund and the Asset Manager, Contrafund, Index 500 and Investment Grade Bond
Portfolios of the VIP Fund II are managed by Fidelity Management & Research
Company ("FMR"). For managing its investments and business affairs, each
Portfolio pays FMR a monthly fee.

For the Equity-Income, Growth, Overseas and Asset Manager Portfolios, the
annual fee rate is the sum of two components:

1. A group fee rate based on the monthly average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52% and it
drops (to as low as a marginal rate of 0.30% when average group assets
exceed $174 billion) as total assets in all these funds rise.

2. An individual fund fee rate of 0.20% for the Equity-Income Portfolio,
0.30% for the Contrafund and Growth Portfolios, 0.40% for the Asset
Manager Portfolio and 0.45% for the Overseas Portfolio.

One-twelfth of the combined annual fee rate is applied to each Portfolio's
net assets averaged over the most recent month, giving a dollar amount which is
the fee for that month.

The Index 500 Portfolio pays FMR a monthly management fee at the annual
rate of 0.28% of the Portfolio's average net assets. One-twelfth of this annual
fee rate is applied to the net assets averaged over the most recent month,
giving a dollar amount which is the fee for that month.

For the High Income and Investment Grade Bond Portfolios, the annual fee
rate is the sum of two components:

1. A group fee rate based on the monthly average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.37%, and it
drops (to as low as a marginal rate of 0.14%) as total assets in all
these funds rise.

2. An individual fund fee rate of 0.35% for the High Income Portfolio and
0.30% for the Investment Grade Bond Portfolio.

One-twelfth of the combined annual fee rate is applied to the
Portfolio's net assets averaged over the most recent month, giving a dollar
amount which is the fee for that month.

14
<PAGE> 24

On behalf of the Asset Manager Portfolio and the Contrafund Portfolio,
FMR has entered into sub-advisory agreements with Fidelity Management &
Research (U.K.) Inc. ("FMR (U.K.)") and Fidelity Management & Research (Far
East) Inc. ("FMR Far East"), pursuant to which these entities provide
research and investment recommendations with respect to companies based
outside the United States. FMR (U.K.) primarily focuses on companies based
in Europe while FMR Far East focuses primarily on companies based in Asia
and the Pacific Basin. Under the sub-advisory agreements, FMR and not the
Portfolios pay FMR (U.K.) and FMR Far East fees equal to 100% and 105%,
respectively, of each sub-advisor's costs incurred in connection with its
sub-advisory agreement.

On behalf of the Overseas Portfolio, FMR has entered into sub-advisory
agreements with FMR (U.K.), FMR Far East, and Fidelity International
Investment Advisors ("FIIA"). FIIA, in turn, has entered into a
sub-advisory agreement with its wholly owned subsidiary Fidelity
International Investment Advisors (U.K.) Limited (FIIAL U.K.). Under the
sub-advisory agreements, FMR may receive investment advice and research
services with respect to companies based outside the U.S. and may grant
them investment management authority as well as the authority to buy and
sell securities if FMR believes it would be beneficial to the Portfolio.

Currently, FMR (U.K.), FMR Far East, FIIA and FIIAL U.K. each focus on
investment opportunities in countries other than the U.S., including
countries in Europe, Asia and the Pacific Basin.

Under the sub-advisory agreements FMR pays the fees of FMR (U.K.), FMR
Far East, and FIIA. FIIA, in turn, pays the fees of FIIAL U.K.

For providing investment advice and research services the sub-advisors
are compensated as follows:

- FMR pays FMR (U.K.) and FMR Far East fees equal to 110% and 105%,
respectively, of FMR (U.K.)'s and FMR Far East's costs incurred in
connection with providing investment advice and research services.

- FMR pays FIIA 30% of its monthly management fee with respect to the
average market value of investments held by the Portfolio for which FIIA
has provided FMR with investment advice.

- FIIA pays FIIAL U.K. a fee equal to 110% of FIIAL U.K.'s costs incurred
in connection with providing investment advice and research services.

For providing investment management services, the sub-advisors are
compensated according to the following formulas:

- FMR pays FMR (U.K.), FMR Far East, and FIIA 50% of its monthly management
fee with respect to the Portfolio's average net assets managed by the
sub-advisor on a discretionary basis.

- FIIA pays FIIAL U.K. 110% of FIIAL U.K.'s costs incurred in connection
with providing investment management.

Each Portfolio utilizes Fidelity Investments Institutional Operations
Company ("FIIOC"), an affiliate of FMR, to maintain the master accounts of the
participating insurance companies. Under the transfer agent agreement with
FIIOC, each Portfolio pays fees based on the type, size, and number of accounts
in each Portfolio and the number of transactions made by shareholders of each
Portfolio.

Each Portfolio also has an agreement with Fidelity Service Co. ("Service"),
an affiliate of FMR under which each Portfolio pays Service to calculate its
daily share prices and to maintain the portfolio and general accounting records
of each Portfolio and to administer each Portfolio's securities lending program.
The fees for pricing and bookkeeping services are based on each Portfolio's
average net assets but must fall within a range of $45,000 to $750,000. The fees
for securities lending services are based on the number and duration of
individual securities loans.

FMR may, from time to time, agree to reimburse a Portfolio for management
fees and other expenses above a specified percentage of average net assets.
Reimbursement arrangements, which may be terminated at any time without notice,
will increase a Portfolio's yield. If FMR discontinues a reimbursement
arrangement,

15
<PAGE> 25

each Portfolio's expenses will go up and its yield will be reduced. FMR retains
the right to be repaid by a Portfolio for expense reimbursements if expenses
fall below the limit prior to the end of a fiscal year. Repayment by a Portfolio
will lower its yield. FMR has voluntarily agreed to reimburse the management
fees and all other expenses (excluding taxes, interest and extraordinary
expenses) in excess of 1.50% of the average net assets of the Equity-Income and
Growth Portfolios, 1.25% of the average net assets of the Asset Manager
Portfolio and 0.28% of the average net assets of the Index 500 Portfolio.

A more extensive description of the VIP Fund and the VIP Fund II, the
investment of objectives and policies of the Portfolios, the risks, expenses and
all other aspects of their operation is contained in the prospectuses for the
VIP Fund and VIP Fund II which accompany this Prospectus. You should note that
the VIP Fund and VIP Fund II have other investment portfolios that are not
available with the variable life insurance policies issued by PLACA.

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

The Variable Account has three Subaccounts that invest exclusively in
shares of Portfolios of the Neuberger & Berman Advisers Management Trust
("AMT"). AMT is a "series" type mutual fund registered with the SEC as a
diversified open-end management investment company issuing a number of series or
classes of shares, each of which represents an interest in a Portfolio of AMT.

The Neuberger & Berman Balanced Subaccount, Neuberger & Berman Growth
Subaccount and Neuberger & Berman Limited Maturity Bond Subaccount of the
Variable Account invest in shares of the Balanced Portfolio, Growth Portfolio
and Limited Maturity Bond Portfolio, respectively, of AMT. (AMT has other
investment portfolios that are not offered to the Variable Account or under the
Policies.) Shares of these Portfolios are purchased and redeemed by the Variable
Account at net asset value without a sales charge. The Variable Account
purchases shares of the Portfolios from AMT in accordance with a participation
agreement between AMT and PLACA. The termination provisions of this
participation agreement is described below.

Each Portfolio of AMT invests all of its net investable assets in its
corresponding Series (each, a "Series") of Advisers Managers Trust ("Managers
Trust"), an open-end management investment company. Each Series invests in
securities in accordance with an investment objective, policies and limitations
identical to those of its corresponding Portfolio. This "master/feeder fund"
structure is different from that of many other investment companies which
directly acquire and manage their own portfolios of securities. For more
information regarding this structure, see the prospectus for AMT.

In that the investment objective of each Portfolio matches that of its
corresponding Series, the following describes the investment objective of each
Series underlying the Portfolio of AMT in which the Subaccounts will invest. The
investment objectives of the Portfolios of AMT in which the Subaccounts will
invest are set forth below. The investment experience of each Subaccount depends
upon the investment performance of its corresponding Portfolio. There is no
assurance that any Portfolio will achieve its stated objective.

Balanced Portfolio. The Series corresponding to this Portfolio seeks
long-term capital growth and reasonable current income without undue risk to
principal through investment of a portion of its assets in common stocks and a
portion of its assets in debt securities.

Growth Portfolio. The Series corresponding to this Portfolio seeks capital
growth through investments in common stocks of companies that the investment
adviser believes will have above-average earnings or otherwise provide investors
with above-average potential for capital appreciation.

Limited Maturity Bond Portfolio. The Series corresponding to this
Portfolio seeks the highest current income consistent with low risk to principal
and liquidity through investment in a diversified portfolio of Limited Maturity
debt securities.

The Investment Adviser for the Series of Managers Trust corresponding to
the Balanced, Growth and Limited Maturity Bond Portfolios of AMT is Neuberger &
Berman Management Incorporated. The Investment Adviser retains Neuberger &
Berman, without cost to AMT, as sub-adviser to furnish it with investment
recommendations and research information.

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<PAGE> 26

As compensation for its services under the Investment Advisory Agreement
AMT pays a fee to the Investment Adviser at the end of each month. For the
Balanced Portfolio this fee is paid at the annual rate of 0.80% of the average
daily net assets of the Portfolio, for the Growth Portfolio, at the annual rate
of 0.70% of the first $250 million of the average of the total net asset value
determined on each calendar day throughout the month (hereinafter called
"average asset value"), 0.675% of the next $250 million of average asset value,
0.650% of the next $250 million of average asset value, 0.625% of the next $250
million of average asset value and 0.60% of the average asset value in excess of
$1 billion and for the Limited Maturity Bond Portfolio, at the annual rate of
0.60% of the average daily net assets of the Portfolio.

In addition to the investment advisory fee, AMT incurs other expenses,
including certain costs of distributing its shares in accordance with a plan
adopted pursuant to Rule 12b-1 under the 1940 Act. The distributor, Neuberger &
Berman Management, Incorporated, has agreed to reimburse each of the Portfolios
for certain expenses.

A more extensive description of AMT, the Investment objectives of the
available Portfolios, the risks, expenses and all other aspects of their
operation is contained in the prospectuses for the Balanced, Growth and Limited
Maturity Bond Portfolios of AMT which accompany this Prospectus.

TCI PORTFOLIOS, INC.

The Variable Account has one Subaccount that invests exclusively in shares
of a Portfolio of the TCI Portfolios, Inc. ("TCI"). TCI is a "series" type
mutual fund registered with the SEC as a diversified open-end management
investment company issuing a number of series or classes of shares, each of
which represents an interest in a Portfolio of TCI.

The TCI Growth Subaccount of the Variable Account invests in shares of the
TCI Growth Portfolio of TCI. (TCI has other investment portfolios that are not
offered to the Variable Account or under the Policies.) Shares of the TCI Growth
Portfolio are purchased and redeemed by the Variable Account at net asset value
without a sales charge. The Variable Account purchases shares of TCI Growth
Portfolio from TCI in accordance with a participation agreement between TCI and
PLACA. The termination provisions of this participation agreement is described
below.

TCI Growth Portfolio seeks capital growth by investing primarily in common
stocks that are considered by management to have better-than-average prospects
for appreciation. There is no assurance that TCI Growth Portfolio will achieve
its stated objective.

The investment adviser for the TCI Growth Portfolio is Investors Research
Corporation ("Investors Research"). As compensation for its services, Investors
Research receives a fee at the end of each month at an annual rate of 1% of the
average net assets of the TCI Growth Portfolio.

A more extensive description of TCI and the TCI Growth Portfolio, including
the Portfolio's investment objectives and policies, risks, expenses and other
aspects of its operations are contained in the Prospectus for TCI which
accompanies this Prospectus.

VAN ECK WORLDWIDE INSURANCE TRUST

The Variable Account has three Subaccounts that invest exclusively in
shares of Portfolios of Van Eck Worldwide Insurance Trust (the "Van Eck Trust").
The Van Eck Trust is a "series" type mutual fund registered with the SEC as a
diversified open-end management investment company issuing a number of series or
classes of shares, each of which represents an interest in a Portfolio of Van
Eck Trust.

The Van Eck Global Bond Subaccount, the Van Eck Gold and Natural Resources
Subaccount and the Van Eck Worldwide Emerging Markets Subaccount of the Variable
Account invest in shares of the Van Eck Worldwide Bond Portfolio and the Van Eck
Gold and Natural Resources Portfolio and the Van Eck Worldwide Emerging Markets
Portfolio, respectively, of Van Eck Trust. Shares of the Van Eck Worldwide Bond
Portfolio and Gold and Natural Resources Portfolio and Worldwide Emerging
Markets Portfolio are purchased and redeemed by the Variable Account at net
asset value without a sales charge. The Variable

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<PAGE> 27

Account purchases shares of the Portfolios from Van Eck Trust in accordance with
a participation agreement between the Trust and PLACA. The termination
provisions of this participation agreement are described below.

The investment objectives of the Portfolios of Van Eck Trust are set forth
below. The investment experience of each Subaccount depends upon the investment
performance of its corresponding Portfolio. There is no assurance that these
Portfolios will achieve their stated objectives.

Van Eck Gold and Natural Resources Portfolio seeks long-term capital
appreciation by investing in equity and debt securities of companies engaged in
the exploration, development, production and distribution of gold and other
natural resources such as strategic and other metals, minerals, forest products,
oil, natural gas and coal. Current income is not an investment objective.

Van Eck Worldwide Bond Portfolio seeks high total return through a flexible
policy of investing globally, primarily in debt securities.

Van Eck Worldwide Emerging Markets Portfolio seeks long-term capital
appreciation by investing primarily in equity securities in emerging markets
around the world.

The investment adviser for the Van Eck Gold and Natural Resources
Portfolio, Worldwide Bond Portfolio and Worldwide Emerging Markets Portfolio is
Van Eck Associates Corporation ("Van Eck Associates"). As compensation for its
services, Van Eck Associates receives a monthly fee at an annual rate of 0.75%
of the first $500 million of the average daily net assets of the Portfolios,
0.65% of the next $250 million of the daily net assets of the Portfolios, and
0.50% of the average daily net assets of the Portfolios in excess of $750
million.

Peregrine Asset Management (Hong Kong) Limited ("PAM") serves as
sub-investment adviser to the Worldwide Emerging Markets Portfolio pursuant to a
sub-investment advisory agreement with Van Eck Associates. As compensation for
its services, PAM is paid a monthly fee at an annual rate of 0.50% of average
daily net assets by Van Eck Associates from the advisory fees it receives from
Van Eck Trust with respect to this Portfolio.

A more extensive description of Van Eck Trust, Van Eck Gold and Natural
Resources Portfolio, Van Eck Worldwide Bond Portfolio and Van Eck Worldwide
Emerging Markets Portfolio, including each Portfolio's investment objectives and
policies, risks, expenses and other aspects of its operations are contained in
the Prospectus for the Trust which accompanies this Prospectus.

TERMINATION OF PARTICIPATION AGREEMENTS

The participation agreements pursuant to which the Funds sell their shares
to Subaccounts of the Variable Account contain varying provisions regarding
termination. The following summarizes those provisions:

The Alger American Fund. The Agreement with The Alger American Fund
provides for termination: 1) by either party on 60 days written notice to
the other; 2) by Alger if the Policies cease to qualify as annuity
contracts or life insurance policies under the Code or the Policies are not
registered, issued or sold in accordance with applicable laws; 3) by any
party in the event of a material irreconcilable conflict; 4) by PLACA in
the event that formal proceedings are initiated against Alger or the
distributor by the SEC or another regulator; 5) by PLACA in the event the
Portfolio or trust fails to meet the diversification requirements; 6) by
PLACA if shares are not reasonably available; 7) by PLACA if shares of the
Portfolio are not registered, issued or sold in accordance with applicable
laws or applicable law precludes the use of such shares; 8) by PLACA if
Alger fails to qualify as a regulated investment company under Subchapter M
of the Code; or 9) by Alger's principal underwriter if it determines that
PLACA has suffered a material adverse change in its business, operation,
financial condition or prospects.

Fidelity Variable Insurance Products Fund and Variable Insurance
Products Fund II. The Agreements provide for termination 1) upon six
months' advance notice by either party, 2) at PLACA's option if shares of
the Fund are not reasonably available to meet requirements of the policies,
3) at

18
<PAGE> 28

PLACA's option if shares of the Fund are not registered, issued, or sold in
accordance with applicable laws, if the Fund ceases to qualify as a
regulated investment company under the Code or for a Portfolio of the Fund
in the event such Portfolio fails to meet diversification requirements
under the Code, 4) at the option of the Fund or its principal underwriter
if it determines that PLACA has suffered material adverse changes in its
business or financial condition or is subject to material adverse
publicity, 5) at the option of PLACA if the Fund has suffered material
adverse changes in its business or financial condition or is a subject of
material adverse publicity, or 6) at the option of the Fund or its
principal underwriter if PLACA decides to make another mutual fund
available as a funding vehicle for its policies.

Neuberger & Berman Advisers Management Trust. This Agreement may be
terminated by either party on six months' written notice to the other.

TCI Portfolios, Inc. The agreement with TCI provides for termination
1) by PLACA or TCI upon six months prior written notice or in the event
that formal proceedings are initiated against the other party by the SEC or
another regulator, 2) by PLACA or TCI in the event that shares of TCI
subject to the agreement are not registered, offered or sold in conformity
with applicable law, 3) by PLACA upon reasonable notice if shares of one of
the then available Portfolios of TCI are not longer available or upon sixty
days notice if PLACA should substitute shares of another fund or Fund for
those of TCI, 4) upon assignment of the agreement unless both parties agree
to the assignment in writing or upon termination of TCI's investment
management agreement with Investor's Research (unless a new management
agreement is entered into by TCI with Investor's Research), and 5) by TCI
if PLACA breaches the agreement.

Van Eck Worldwide Insurance Trust. The agreement with Van Eck Trust
provides for termination 1) by PLACA or Van Eck Trust upon six months prior
written notice or in the event that formal proceedings are initiated
against the other party by the SEC or another regulator, 2) by PLACA or Van
Eck Trust in the event that shares of Van Eck Trust subject to the
agreement are not registered, offered or sold in conformity with applicable
law, 3) by PLACA upon reasonable notice if shares of one of the then
available Portfolios of Van Eck Trust are not longer available or upon
sixty days notice if PLACA should substitute shares of another fund or Fund
for those of Van Eck Trust, 4) upon assignment of the agreement unless both
parties agree to the assignment in writing.

Should an agreement between PLACA and a Fund terminate, the subaccounts
that invest in that Fund will not be able to purchase additional shares of such
Fund. In that event, Owners will no longer be able to allocate cash values or
net premiums to Subaccounts investing in Portfolios of such Fund.

Additionally, in certain circumstances, it is possible that a Fund or a
portfolio of a Fund may refuse to sell its shares to a Subaccount despite the
fact that the participation agreement between the Fund and PLACA has not been
terminated. Should a Fund or portfolio of such Fund decide not to sell its
shares to PLACA, PLACA will not be able to honor requests by Owners to allocate
cash values or net premiums to Subaccounts investing in shares of that Fund or
portfolio.

The Company has entered into agreements with the investment advisers of
several of the Funds pursuant to which each such investment adviser will pay the
Company a servicing fee based upon an annual percentage of the average aggregate
net assets invested by the Company on behalf of the Variable Account. These
agreements reflect administrative services provided to the Funds by the Company.
Payments of such amounts by an adviser will not increase the fees paid by the
Funds or their shareholders.

RESOLVING MATERIAL CONFLICTS

The VIP Fund and VIP Fund II are used as investment vehicles for variable
life insurance policies and variable annuity contracts issued by PMLIC and
variable annuity contracts issued by PLACA. AMT is used as the investment
vehicle for variable life insurance policies issued by PMLIC. In addition, the
Funds, other than The Market Street Fund, Inc., are also available to registered
separate accounts of insurance companies, other than PLACA or its affiliates,
offering variable annuity and variable life insurance policies. As a result,
there is a possibility that a material conflict may arise between the interest
of Owners whose policy values are

19
<PAGE> 29

allocated to the Variable Account and the owners of life insurance policies and
variable annuities issued by such other companies whose values are allocated to
one or more other separate accounts investing in any one of the Funds.

In addition, certain Funds may sell shares to certain retirement plans
qualifying under Section 401 of the Code (including cash or deferred
arrangements under Section 401(k) of the Code). As a result, there is a
possibility that a material conflict may arise between the interests of Owners
of policies generally, or certain classes of Owners, and such retirement plans
or participants in such retirement plans.

In the event of a material conflict, PLACA will take any necessary steps,
including removing the Variable Account from that Fund, to resolve the matter.
The Board of Directors or Trustees of the Funds intend to monitor events in
order to identify any material conflicts that possible may arise and to
determine what action, if any, should be taken in response to those events or
conflicts. See the individual Fund prospectuses for more information.

THE GUARANTEED ACCOUNT

For information on the Guaranteed Account, see page 34.

DETAILED DESCRIPTION OF POLICY PROVISIONS

DEATH BENEFIT

General. As long as the Policy remains in force, the Insurance Proceeds of
the Policy will, upon due proof of the death of both Insureds (and fulfillment
of certain other requirements), be paid to the named Beneficiary in accordance
with the designated Death Benefit Option. The proceeds may be paid in cash or
under one of the Settlement Options set forth in the Policy. The amount payable
under the designated Death Benefit Option will be increased by any additional
benefits and will be decreased by any outstanding Policy loan and accrued
interest and by any unpaid Monthly Deductions.

Death Benefit Options. The Policy provides two Death Benefit Options:
Option A and Option B. The Owner designates the Death Benefit Option in the
application and may change it as described in "Change in Death Benefit Option,"
Page 21.

Option A. The Death Benefit is equal to the greater of: (a) the Face
Amount of the Policy and (b) the Policy Account Value on the Valuation Date on
or next following the last surviving Insured's date of death multiplied by the
specified percentage shown in the table below:

<TABLE>
<CAPTION>
ATTAINED AGE
OF
ATTAINED AGE OF YOUNGER
YOUNGER INSURED PERCENTAGE INSURED PERCENTAGE
- --------------- ---------- ------------- ----------
<S> <C> <C> <C>
40 and under 250% 60 130%
45 215% 65 120%
50 185% 70 115%
55 150% 75 through 90 105%
95 through 99 100%
</TABLE>

For Attained Ages not shown, the percentages will decrease by a ratable portion
for each full year.

Illustration of Option A -- For purposes of this illustration, assume that
the younger Insured is under Attained Age 40 and there is no Policy loan
outstanding.

Under Option A, a Policy with a Face Amount of $200,000 will generally pay
a Death Benefit of $200,000. The specified percentage for a policy with a
younger Insured under Attained Age 40 on the Policy Anniversary prior to the
date of death is 250%. Because the Death Benefit must be equal to or be greater
than 2.50 times the Policy Account Value, any time the Policy Account Value
exceeds $80,000 the Death Benefit will exceed the Face Amount. Each additional
dollar added to the Policy Account Value will increase the Death Benefit by
$2.50. Thus, a policy with a 35 year old younger Insured and a Policy Account
Value of

20
<PAGE> 30

$150,000 will have a Death Benefit of $375,000 (2.50 X $150,000); a Policy
Account Value of $300,000 will yield a Death Benefit of $750,000 (2.50 X
$300,000); a Policy Account Value of $400,000 will yield a Death Benefit of
$1,000,000 (2.50 X $400,000).

Similarly, any time the Policy Account Value exceeds $80,000, each dollar
taken out of the Policy Account Value will reduce the Death Benefit by $2.50. If
at any time, however, the Policy Account Value multiplied by the specified
percentage is less than the Face Amount, the Death Benefit will be the Face
Amount of the Policy.

Option B. The Death Benefit is equal to the greater of: (a) the Face
Amount of the Policy plus the Policy Account Value and (b) the Policy Account
Value multiplied by the specified percentage shown in the table above. (The
Policy Account Value in each case is determined on the Valuation Day on or next
following the last surviving Insured's date of death.)

Illustration of Option B -- For purposes of this illustration, assume that
the younger Insured is under Attained Age 40 and there is no outstanding Policy
loan.

Under Option B, a Policy with a Face Amount of $200,000 will generally pay
a Death Benefit of $200,000 plus the Policy Account Value. Thus, for example, a
Policy with a $50,000 Policy Account Value will have a Death Benefit of $250,000
($200,000 plus $50,000); and a Policy Account Value of $100,000 will yield a
Death Benefit of $300,000. Since the specified percentage is 250%, the Death
Benefit will be at least 2.50 times the Policy Account Value. As a result, if
the Policy Account Value exceeds $133,333, the Death Benefit will be greater
than the Face Amount plus the Policy Account Value. Each additional dollar added
to the Policy Account Value above $133,333 will increase the Death Benefit by
$2.50. A Policy with a Policy Account Value of $150,000 will therefore have a
Death Benefit of $375,000 (2.50 X $150,000); a Policy Account Value of $300,000
will yield a Death Benefit of $750,000 (2.50 X $300,000); and a Policy Account
Value of $500,000 will yield a Death Benefit of $1,250,000 (2.50 X $500,000).
Similarly, any time the Policy Account Value exceeds $133,333, each dollar taken
out of the Policy Account Value will reduce the Death Benefit by $2.50. If at
any time, however, the Policy Account Value multiplied by the applicable
percentage is less than the Face Amount plus the Policy Account Value, the Death
Benefit will be the Face Amount plus the Policy Account Value.

Which Death Benefit Option to Choose. If an Owner prefers to have premium
payments and favorable investment performance reflected partly in the form of an
increasing Death Benefit, the Owner should choose Option B. If an Owner is
satisfied with the amount of the Insureds' existing insurance coverage and
prefers to have premium payments and favorable investment performance reflected
to the maximum extent in the Policy Account Value, the Owner should choose
Option A.

Change in Death Benefit Option. After the first Policy Year, at any time
when the Death Benefit would be the Face Amount (if Option A is in effect) or
the Face Amount plus the Policy Account Value (if Option B is in effect), the
Death Benefit Option in effect may be changed by sending PLACA a written
request. No charges will be imposed to make a change in the Death Benefit
Option. The effective date of any such change will be the Policy Processing Day
on or next following the date PLACA receives the written request.

If the Death Benefit Option is changed from Option A to Option B, on the
effective date of the change, the Death Benefit will not change and the Face
Amount will be decreased by the Policy Account Value on that date. However, this
change may not be made if it would reduce the Face Amount to less than the
Minimum Face Amount for Policies being issued at that time.

If the Death Benefit Option is changed from Option B to Option A, on the
effective date of the change, the Death Benefit will not change and the Face
Amount will be increased by the Policy Account Value on that date.

A change in the Death Benefit Option may affect the Net Amount at Risk over
time which, in turn, would affect the monthly Cost of Insurance Charge. Changing
from Option A to Option B will generally result in a Net Amount at Risk that
remains level. Such a change will result in a relative increase in the cost of

21
<PAGE> 31

insurance charges over time because the Net Amount at Risk will, unless the
Death Benefit is based on the applicable percentage of Policy Account Value,
remain level rather than decreasing as the Policy Account Value increases.
Unless the Death Benefit is based on the applicable percentage of Policy Account
Value, changing from Option B to Option A will, if the Policy Account Value
increases, decrease the Net Amount at Risk over time, thereby reducing the cost
of insurance charge.

The effects of these Death Benefit Option changes on the Face Amount, Death
Benefit and Net Amount at Risk can be illustrated as follows. Assume that a
contract under Option A has a Face Amount of $500,000 and a Policy Account Value
of $100,000 and, therefore, a Death Benefit of $500,000 and a Net Amount at Risk
of $400,000 ($500,000 - $100,000). If the Death Benefit Option is changed from
Option A to Option B, the Face Amount will decrease from $500,000 to $400,000
but the Death Benefit and Net Amount at Risk would remain the same. Assume that
a contract under Option B has a Face Amount of $500,000 and a Policy Account
Value of $50,000 and, therefore, the Death Benefit is $550,000 ($500,000 +
$50,000) and a Net Amount at Risk of $500,000 ($550,000 - $50,000). If the Death
Benefit Option is changed from Option B to Option A, the Face Amount will
increase to $550,000, but the Death Benefit and Net Amount at Risk would remain
the same.

If a change in the Death Benefit Option would result in cumulative premiums
exceeding the maximum premium limitations under the Internal Revenue Code for
life insurance, PLACA will not effect the change.

A change in the Death Benefit Option may have Federal income tax
consequences. (See "Tax Treatment of Policy Benefits," Page 39).

Death Benefit Guarantee. During the first four Policy Years regardless of
investment experience, the Death Benefit is guaranteed never to be less than the
Face Amount as long as the sum of premiums paid less any partial withdrawals
less any policy loans equals or exceeds the Minimum Guarantee Premium. This four
year period may be extended by electing the Guaranteed Minimum Death Benefit
Rider. (See "Supplementary Benefits," Page 37.) This Rider expires at the later
of the Policy Anniversary nearest age 70 of the older Insured or the end of the
tenth Policy Year. This Rider is not available if Death Benefit Option B is
elected at issue, and the Rider will terminate if the Policy is changed to Death
Benefit Option B.

How the Death Benefit May Vary. The amount of the Death Benefit may vary
with the Policy Account Value. The Death Benefit under Option A will vary with
the Policy Account Value whenever the specified percentage of Policy Account
Value exceeds the Face Amount of the Policy. The Death Benefit under Option B
will always vary with the Policy Account Value because the Death Benefit equals
the greater of (a) the Face Amount plus the Policy Account Value and (b) the
Policy Account Value multiplied by the specified percentage.

ABILITY TO DECREASE FACE AMOUNT

Subject to certain limitations, an Owner may generally, at any time after
the first Policy Year, decrease the Policy's Face Amount by submitting a written
application to PLACA. (Decreases are not permitted for policies issued in
Virginia.) The effective date of the decrease will be the Policy Processing Day
on or next following PLACA's approval of the request. The effect of a decrease
in Face Amount on Policy charges, as well as other considerations, are described
below. Decreases in Face Amount may not be made within 12 months of a previous
decrease.

The amount of a Face Amount decrease must be for at least $25,000 (or such
lesser amount required in a particular state). The Face Amount after any
decrease may not be less than the Minimum Face Amount for Policies being issued
at the time of the decrease. To the extent a decrease in the Face Amount could
result in cumulative premiums exceeding the maximum premium limitations
applicable for life insurance under the Internal Revenue Code, PLACA will not
effect the decrease.

A decrease in the Face Amount generally will decrease the total Net Amount
at Risk which will decrease an Owner's monthly insurance charges. A decrease in
the Face Amount may result in the imposition of a surrender charge as of the
Policy Processing Day on which the decrease becomes effective. (See "Surrender
Charge Upon Decrease in Face Amount," Page 28).

22
<PAGE> 32

Any surrender charge applicable to a decrease will be deducted from the
Policy Account Value. The surrender charge will be deducted from the Subaccounts
and the Guaranteed Account based on the proportion that the value in such
account bears to the total unloaned Policy Account Value. The remaining
Surrender Charge will equal the charge prior to the decrease less the charge
deducted in connection with such decrease.

CHANGES AFFECTING THE DEATH BENEFIT

Owner may decrease the Face Amount. In addition, changing the level of
premium payments, and, to a lesser extent, making a partial withdrawal of Net
Cash Surrender Value may have consequences for the Death Benefit or charges
associated therewith. The consequences of each are summarized below.

A decrease in Face Amount will, subject to applicable percentage
limitations, decrease the insurance protection. It will not reduce the Policy
Account Value, except for the deduction of any surrender charge applicable to
the decrease. The Monthly Deductions will generally be correspondingly lower
following the decrease.

Under Death Benefit Option A, until the applicable percentage of Policy
Account Value exceeds the Face Amount, then (i) if the Owner increases the
premium payments from the current level, the amount of insurance protection will
generally be reduced, and (ii) if the Owner reduces the premium payments from
the current level, the amount of insurance protection will generally be
increased.

Under Death Benefit Option B, until the applicable percentage of Policy
Account Value exceeds the Face Amount plus the Policy Account Value, the level
of premium payments will not affect the amount of insurance protection.
(However, both the Policy Account Value and Death Benefit will be increased if
premium payments are increased and reduced if premium payments are reduced.)
Under either Death Benefit Option, if the Death Benefit is the applicable
percentage of Policy Account Value, then (i) if the Owner increases premium
payments from the current level, the amount of insurance protection will
increase and (ii) if the Owner reduces the premium payments from the current
level, the amount of insurance protection will be lower.

A partial withdrawal of Net Cash Surrender Value will reduce the Death
Benefit. It will not reduce the amount of insurance protection unless the Death
Benefit is based on the applicable percentage of Policy Account Value. This is
because if the Death Benefit is based on the applicable percentage, the decrease
in the Death Benefit will be greater than the amount of a withdrawal. Since the
primary use of a partial withdrawal is to withdraw cash which reduces the Policy
Account Value, the Net Cash Surrender Value is reduced, thereby increasing the
likelihood that the Policy will lapse. (See "Policy Lapse," Page 26).

HOW THE DURATION OF THE POLICY MAY VARY

The Policy will remain in force as long as the Net Cash Surrender Value of
the Policy is sufficient to pay the Monthly Deductions and the charges under the
Policy. When the Net Cash Surrender Value is insufficient to pay the charges and
the Grace Period expires without an adequate premium payment by the Owner, the
Policy will lapse and terminate without value. Notwithstanding the foregoing,
during the first four Policy Years the Policy will not lapse if the Minimum
Guarantee Premium has been paid. This four year period may be extended by
electing the Guaranteed Minimum Death Benefit Rider. (See "Supplementary
Benefits," Page 37.) The Owner has certain rights to reinstate the Policy. (See
"Reinstatement," Page 27).

POLICY ACCOUNT VALUE

The Policy Account Value is the total amount of value held under the Policy
at any time. It is equal to the sum of the Policy's values in the Subaccounts,
the Guaranteed Account and the Loan Account. The Policy Account Value minus any
applicable Surrender Charge is equal to the Cash Surrender Value. There is no
guaranteed minimum for the portion of the Policy Account Value in any of the
Subaccounts and, because the Policy Account Value on any future date depends
upon a number of variables, it cannot be predetermined.

The Policy Account Value and Cash Surrender Value will reflect the
investment performance of the chosen Subaccounts, the crediting of interest in
excess of 4% (the guaranteed minimum) for the Guaranteed

23
<PAGE> 33

Account and the Loan Account, any Net Premiums paid, any transfers, any partial
withdrawals, any loans, any loan repayments, any loan interest paid, and any
charges assessed in connection with the Policy.

Calculation of Policy Account Value. The Policy Account Value is
determined first on the Policy Date and thereafter on each Valuation Day. On the
Policy Date, the Policy Account Value will be the Net Premiums received less any
Monthly Deductions due on the Policy Date. On each Valuation Day after the
Policy Date, the Policy Account Value will be:

(1) The aggregate of the values attributable to the Policy in each
Subaccount, determined by multiplying the number of units the Policy has in
the Subaccount by the Subaccount's Unit Value on that date;

(2) The value attributable to the Policy in the Guaranteed Account
(See "The Guaranteed Account," Page 34); plus

(3) The value attributable to the Policy in the Loan Account. (See
"Loan Privileges," Page 30).

Determination of Number of Units for the Subaccounts. Amounts allocated,
transferred or added to a Subaccount under a Policy are used to purchase units
of that Subaccount; units are redeemed when amounts are deducted, transferred or
withdrawn. The number of units a Policy has in a Subaccount equals the number of
units purchased minus the number of units redeemed up to such time. For each
Subaccount, the number of units purchased or redeemed in connection with a
particular transaction is determined by dividing the dollar amount by the unit
value.

Determination of Unit Value. The unit value of a Subaccount is equal to
the unit value on the immediately preceding Valuation Day multiplied by the Net
Investment Factor for that Subaccount on that Valuation Day.

Net Investment Factor. Each Subaccount has its own Net Investment Factor.
The Net Investment Factor measures the daily investment performance of a
Subaccount. The factor will increase to reflect investment income and capital
gains, realized and unrealized, for the securities of the underlying portfolio
or series. The factor will decrease to reflect any capital losses, realized or
unrealized, for the securities of the underlying portfolio or series.

PAYMENT AND ALLOCATION OF PREMIUMS

Issuance of a Policy. In order to purchase a Policy, the proposed insureds
must make application to PLACA through a licensed PLACA agent who is also a
registered representative of 1717 Capital Management Company ("1717") (formerly
PML Securities Company) or a broker/dealer having a Selling Agreement with 1717
or a broker/dealer having a Selling Agreement with such a broker/dealer. The
Minimum Face Amount of a Policy under PLACA's rules is currently $100,000. PLACA
reserves the right to revise its rules from time to time to specify a different
Minimum Face Amount for subsequently issued policies. A Policy will be issued
only to Insureds who individually have an Issue Age of 21 to 85 and a Joint
Equal Age of 25 to 80 and who provide PLACA with satisfactory evidence of
insurability. Acceptance is subject to PLACA's underwriting rules. PLACA
reserves the right to reject an application for any reason permitted by law.
(See "Distribution of Policies," Page 44.)

At the time the applications for the Policy are signed, the applicants can,
subject to PLACA's underwriting rules, obtain temporary insurance protection,
pending issuance of the Policy, by answering "no" to the Health Questions of the
Temporary Agreement and submitting payment of the Minimum Initial

24
<PAGE> 34

Premium with the Application. The Minimum Initial Premium will equal the Minimum
Annual Premium multiplied by the following factor:

<TABLE>
<CAPTION>
PREMIUM BILLING MODE
SELECTED AT ISSUE FACTOR
------------------------------------------ -----
<S> <C>
Annual.................................... 1.000
Semi-annual............................... 0.500
Quarterly................................. 0.250
Monthly................................... 0.167
</TABLE>

The amount of temporary coverage is the lesser of the Face Amount applied
for or $500,000. This coverage will end on the earliest of: (a) the 90th day
from the date of application; (b) the date that insurance takes effect under the
Policy; (c) the date a policy, other than as applied for, is offered to the
Applicant; or (d) five days from the date PLACA mails a notice of termination of
coverage.

Where Minimum Initial Premium is not submitted with the application, it
must be submitted when the Policy is delivered.

Amount and Timing of Premiums. Each premium payment must be for at least
$25. Subject to certain limitations described below, an Owner has considerable
flexibility in determining the amount and frequency of premium payments.

At the time of application, the Owner will select a Planned Periodic
Premium schedule, based on a periodic billing mode of annual, semi-annual, or
quarterly payment. The Owner is entitled to receive a premium reminder notice
from PLACA at the specified interval. The Owner is not required to pay the
Planned Periodic Premiums in accordance with the specified schedule. The Owner
has the flexibility to alter the amount, frequency and time period over which
premiums are paid.

Payment of the Planned Periodic Premiums will not guarantee that the Policy
will remain in force. Instead, the duration of the Policy depends upon the
Policy's Net Cash Surrender Value. Thus, even if Planned Periodic Premiums are
paid, the Policy will lapse whenever the Net Cash Surrender Value is
insufficient to pay the Monthly Deductions and any other charges under the
Policy and if a Grace Period expires without an adequate payment by the Owner.

Under the Automatic Payment Plan, the Owner can select a monthly payment
schedule pursuant to which premium payments will be automatically deducted from
a bank account or other source, rather than being "billed".

Unless prohibited by a particular state any payments made while there is an
outstanding Policy loan will be applied as loan repayments, unless PLACA is
notified in writing that the amount is to be applied as a premium payment.

Premium Limitations. With regard to a Policy's inside build-up, the
Internal Revenue Code of 1986 (the "Code") provides for exclusion of the Death
Benefit from gross income if total premium payments do not exceed certain stated
limits. In no event can the total of all premiums paid under a Policy exceed
such limits. If at any time a premium is paid which would result in total
premiums exceeding such limits, PLACA will only accept that portion of the
premium which would make total premiums equal the maximum amount which may be
paid under the Policy. The excess will be refunded. Even if total premiums were
to exceed the maximum premium limitations established by the Code, the excess of
a Policy's Death Benefit over the Policy's Cash Surrender Value would still be
excludable from gross income under the Code.

The maximum premium limitations set forth in the Code depend in part upon
the amount of the Death Benefit at any time. As a result, any Policy changes
which affect the amount of the Death Benefit may affect whether cumulative
premiums paid under the Policy exceed the maximum premium limitations. To the
extent that any such change would result in cumulative premiums exceeding the
maximum premium limitations, PLACA will not effect such change. (See "Federal
Income Tax Considerations," Page 38).

25
<PAGE> 35

Unless the Insureds provide satisfactory evidence of insurability, PLACA
reserves the right to limit the amount of any premium payment if it increases
the Death Benefit more than it increases the Policy Account Value.

Allocation of Net Premiums. The Net Premium equals the premium paid less
the Premium Expense Charge. The application for the Policy will indicate how Net
Premiums should be allocated among the Subaccounts and/or the Guaranteed
Account. The percentages of each Net Premium that may be allocated to any
account must be in whole numbers and the sum of the allocation percentages must
be 100%. PLACA will allocate the Net Premiums on the date it receives such
premium at its Home Office.

Where state law requires a refund of premiums paid when a policy is
returned under the Free-Look provision (See "Free-Look for Policy," Page 33) any
portion of the Initial Premium and any subsequent premiums received by PLACA
before the expiration of a 15-day period beginning on the later of the Policy
Issue Date or the date PLACA receives the Minimum Initial Premium, which are to
be allocated to the Subaccounts will be allocated to the Money Market
Subaccount. At the end of the 15-day period, PLACA will allocate the amount in
the Money Market Subaccount to each of the chosen Subaccounts based on the
proportion that the allocation percentage for such Subaccount bears to the sum
of the Subaccount premium allocation percentages.

For example, assume a Policy was issued with Net Premiums allocated 25% to
the Growth Subaccount, 25% to the Bond Subaccount and 50% to the Guaranteed
Account. During the 15-day period stated above, 50% (25% + 25%) of the premiums
will be allocated to the Money Market Subaccount. At the end of the 15-day
period, 50% (25% / 50%) of the amount in the Money Market Subaccount will be
transferred to the Growth Subaccount and 50% to the Bond Subaccount.

For premium payments received after the 15-day period, Net Premiums will be
allocated based on the allocation percentages then in effect. The allocation
schedules may be changed at any time by providing PLACA with written notice.

The values of the Subaccounts will vary with their investment experience
and the Owner bears the entire investment risk. Owners should periodically
review their allocation schedule in light of market conditions and the Owner's
overall financial objectives.

Transfers. The Owner may transfer the Policy Account Value between and
among the Subaccounts of the Variable Account and the Guaranteed Account by
making a written transfer request to PLACA. The amount transferred each time
must be at least $1,000, unless the total value in an account is less than
$1,000, in which case the entire amount will be transferred. Transfers between
and among the Subaccounts are made as of the Valuation Day that the request for
transfer is received at the Home Office.

The Owner may, at any time, transfer all or part of the amount in one of
the Subaccounts to another Subaccount and/or to the Guaranteed Account. (For
transfers from the Guaranteed Account to a Subaccount, see "Transfers from
Guaranteed Account," Page 35).

After four transfers have been made in any Policy Year, a $25 transfer
charge will be deducted from each transfer during the remainder of such Policy
Year. All transfers included in a request are treated as one transfer
transaction. Transfers resulting from Policy loans, the exercise of exchange
privileges, and the reallocation from the Money Market Subaccount following the
15-day period after the Policy Issue Date, will not be subject to a transfer
charge and will not count against the four free transfers in any Policy Year.
Under present law, transfers are not taxable transactions.

Policy Lapse. The failure to make a premium payment will not itself cause
a Policy to lapse. Lapse will only occur when the Net Cash Surrender Value is
insufficient to cover the Monthly Deductions and other charges under the Policy
and the Grace Period expires without a sufficient payment. During the first four
Policy Years, the Policy will not lapse if the sum of premiums paid less any
partial withdrawals less any policy loans equals or exceeds the Minimum
Guarantee Premium. This four year period may be extended by electing the
Guaranteed Minimum Death Benefit Rider.

26
<PAGE> 36

The Policy provides for a 61-day Grace Period that is measured from the
date on which notice is sent by PLACA. Thus, the Policy does not lapse, and the
insurance coverage continues, until the expiration of this Grace Period. In
order to prevent lapse, the Owner must during the Grace Period make a premium
payment equal to three Monthly Deductions. The notice sent by PLACA will specify
the payment required to keep the Policy in force. Failure to make a sufficient
payment within the Grace Period will result in lapse of the Policy without
value.

Reinstatement. A Policy that lapses without value may be reinstated at any
time within three years (or longer period required in a particular state) after
the expiration of the Grace Period and before the Final Policy Date by
submitting evidence of insurability satisfactory to PLACA for both Insureds or
evidence for the last surviving Insured and due proof that the first death
occurred before the date of lapse. Payment of an amount sufficient to keep the
Policy in force for at least three months following the effective date of
reinstatement, which is the date the reinstatement application is approved, is
also required. Upon reinstatement, the Policy Account Value will be based upon
the premium paid to reinstate the Policy and the Policy will be reinstated with
the same Policy Date as it had prior to the lapse.

CHARGES AND DEDUCTIONS

Charges will be deducted in connection with the Policy to compensate PLACA
for (a) providing the insurance benefits set forth in the Policy; (b)
administering the Policy; (c) assuming certain risks in connection with the
Policy; and (d) incurring expenses in distributing the Policy.

PREMIUM EXPENSE CHARGE

Prior to allocation of Net Premiums, premiums paid are reduced by a Premium
Expense Charge which consists of a Premium Tax Charge, a Percent of Premium
Charge and a Federal Tax Charge.

Premium Tax Charge. Various states and some of their subdivisions impose a
tax on premiums received by insurance companies. Premium taxes vary from state
to state and range from 0.75% to 3.5%. A deduction of a percentage of the
premium will be made from each premium payment. The applicable percentage will
be based on the rate for the Insureds' residence.

Percent of Premium Sales Charge. In Policy Years 1 to 15, 5% will be
deducted from each premium payment to partially compensate PLACA for the cost of
selling the Policy. At the present time, PLACA does not intend to apply this
charge to premiums paid after Policy Year 15, but reserves the right to do so.

Federal Tax Charge. PLACA will deduct 1.25% from each premium payment to
cover the cost of Federal taxes resulting from its receipt of such premium
payment under the Policy. Section 848 of the Internal Revenue Code (enacted by
the Omnibus Budget Reconciliation Act of 1990) ties PLACA's corporate tax
liability (i.e., "tax burden"), in part, to the receipt of such premium
payments. PLACA represents that this charge is reasonable in relation to its
increased tax burden under Section 848 of the Code. In addition, PLACA reserves
the right to change the amount of this charge if the applicable Federal tax law
changes PLACA's tax burden.

SURRENDER CHARGE

A Surrender Charge, which consists of a Deferred Administrative Charge and
a Deferred Sales Charge, is imposed if the Policy is surrendered or lapses at
any time before the end of the fifteenth Policy Year. A portion of this
Surrender Charge will be deducted if the Owner decreases the Initial Face Amount
before the end of the fifteenth Policy Year.

The Surrender Charge is designed partially to compensate PLACA for the cost
of administering and selling the Policy, including agent sales commissions, the
cost of printing the prospectuses and sales literature, and any advertising and
underwriting costs. PLACA does not expect the surrender charge to cover all of
these costs. To the extent that they do not, PLACA will cover the short-fall
from its general account assets, which may include profits from the mortality
and expense risk charge.

27
<PAGE> 37

Deferred Administrative Charge. The Deferred Administrative Charge is as
follows:

<TABLE>
<CAPTION>
CHARGE PER
POLICY YEAR $1,000 OF INITIAL FACE AMOUNT
------------- -----------------------------
<S> <C>
1-11 $5.00
12 4.00
13 3.00
14 2.00
15 1.00
16 and after 0
</TABLE>

The actual Deferred Administrative Charge will be the charge described
above less the amount of any Deferred Administrative Charge previously paid at
the time of a decrease in Face Amount. PLACA expects to realize no profit from
this charge.

Deferred Sales Charge. The Deferred Sales Charge will not exceed the
Maximum Deferred Sales Charge specified in the Policy. This maximum equals the
Surrender Charge Target Premium for the Face Amount multiplied by the specified
percentage shown in the table below. The Maximum Deferred Sales Surrender Charge
decreases by 20% of the original amount each year in Policy Years 12 through 15.

<TABLE>
<CAPTION>
POLICY YEAR
-----------------------------------------------------
JOINT EQUAL AGES 1-11 12 13 14 15 16 AND AFTER
------------------- ---- --- --- --- --- ------------
<S> <C> <C> <C> <C> <C> <C>
25-71 60% 48% 36% 24% 12% 0
72-73 50% 40% 30% 20% 10% 0
74-75 40% 32% 24% 16% 8% 0
76-78 30% 24% 18% 12% 6% 0
79-80 20% 15% 12% 8% 4% 0
</TABLE>

The Deferred Sales Charge actually imposed will equal the lesser of this maximum
and an amount equal to 25% of the premiums actually received during the first
Policy Year up to one Surrender Charge Target Premium plus 4% of all other
premiums paid to the date of surrender or lapse, less any Deferred Sales Charge
previously paid at the time of a decrease in Face Amount.

Surrender Charge Upon Decrease in Face Amount. A Surrender Charge may be
deducted on a decrease in Face Amount. In the event of a decrease, the Surrender
Charge deducted is a fraction of the charge that would apply to a full surrender
of the Policy. The fraction will be determined by dividing the amount of the
decrease by the Face Amount immediately prior to the decrease and multiplying
the result by the Surrender Charge.

Allocation of Surrender Charge. The Surrender Charge will be deducted from
the Policy Account Value. For surrender charges resulting from Face Amount
decreases, that part of any such surrender charge will reduce the Policy Account
Value and will be allocated among the accounts based on the proportion that the
value in each of the Subaccounts and the Guaranteed Account Value bear to the
total unloaned Policy Account Value.

MONTHLY DEDUCTIONS

Charges will be deducted from the Policy Account Value on the Policy Date
and on each Policy Processing Day to compensate PLACA for administrative
expenses and for the insurance coverage provided by the Policy. The Monthly
Deduction consists of four components -- (a) the cost of insurance, (b)
insurance underwriting and expenses in connection with issuing the Policy, (c)
administrative expenses, and (d) the cost of any additional benefits provided by
rider. Because portions of the Monthly Deduction, such as the cost of insurance,
can vary from month to month, the Monthly Deduction may vary in amount from
month to month. The Monthly Deduction will be deducted from the Subaccounts and
the Guaranteed Account in accordance with the allocation percentages for Monthly
Deductions chosen by the Owner at the time of application, or as later changed
by PLACA pursuant to the Owner's written request.

28
<PAGE> 38

If a monthly deduction cannot be made on the basis of the allocation
schedule then in effect, the deduction will be made based on the allocation of
Policy Account Value among the Owner's Guaranteed Account Value and the value in
any Subaccount.

Cost of Insurance. Because the cost of insurance depends upon several
variables, the cost for each Policy Month can vary. PLACA will determine the
monthly Cost of Insurance Charge by multiplying the applicable cost of insurance
rate by the Net Amount at Risk for each Policy Month.

The Net Amount at Risk on any Policy Processing Day is the amount by which
the Death Benefit exceeds the Policy Account Value. In calculating the cost of
insurance charge, the rate is applied to the Net Amount at Risk. Any change in
the Net Amount at Risk will affect the total cost of insurance charges paid by
the Owner.

Cost of Insurance Rate. The cost of insurance rate will be based on the
Issue Age, Sex and Premium Class of each Insured and Duration. The actual
monthly cost of insurance rates will be based on PLACA's expectations as to
future mortality and expense experience. They will not, however, be greater than
the guaranteed maximum cost of insurance rates set forth in the Policy. These
guaranteed maximum rates are based on the Issue Age, Sex, Premium Classes of
each Insured, the Duration, and the 1980 Commissioners Standard Ordinary
Smoker/Nonsmoker Mortality Table. Any change in the cost of insurance rates will
apply to all pairs of Insureds with the same Issue Ages, Sexes, and Premium
Classes and Duration.

Premium Class. The Premium Classes of the Insureds will affect the cost of
insurance rates. PLACA currently places Insureds into standard classes and
classes with extra ratings which reflect higher mortality risks. In an otherwise
identical Policy, Insureds in the standard class will have a lower cost of
insurance than Insureds in a class with extra ratings. The Standard Premium
Class is divided into three categories: smoker, nonsmoker and preferred.
Nonsmoking Insureds will generally incur lower cost of insurance rates than
Insureds who are classified as smokers in the same Premium Class. Preferred
Insureds will generally incur lower cost of insurance rates than Insureds who
are classified as nonsmokers.

Administrative Charges. PLACA administers the Policy and the Subaccounts
and, therefore, will incur certain ordinary administrative expenses and certain
issuance expenses. There are two administrative charges, the Initial
Administrative Charge and the Monthly Administrative Charge. PLACA does not
expect to make a profit on either of these charges.

Initial Administrative Charge. An Initial Administrative Charge of $17.50
plus $0.11 per $1,000 of Initial Face Amount will be deducted from the Policy
Account Value on each of the first 12 Policy Processing Days as part of the
Monthly Deduction. The Initial Administrative Charge is intended to reimburse
PLACA for administrative expenses in connection with the issuance of the Policy,
including medical exams, review of applications for insurance, underwriting
decisions and processing of the applications, establishing Policy records, and
Policy issue.

Monthly Administrative Charge. A Monthly Administrative Charge (presently
$7.50 plus $0.01 per $1,000 of Face Amount) will be deducted from the Policy
Account Value on the Policy Date and each Policy Processing Day as part of the
Monthly Deduction. This charge may be increased, but in no event will it be
greater than $12 plus $0.03 per $1,000 of Face Amount per month. This charge is
intended to reimburse PLACA for ordinary administrative expenses expected to be
incurred, including record keeping, processing claims and certain Policy
changes, preparing and mailing reports, and overhead costs.

Additional Benefit Charges. The Monthly Deduction will include charges for
any additional benefits added to the Policy. The monthly charges will be
specified in the applicable Rider or in the Policy Schedule pages.

PARTIAL WITHDRAWAL CHARGE

A charge of $25 will be deducted from the Policy Account Value for each
partial withdrawal of Net Cash Surrender Value. This charge is intended to
compensate PLACA for the administrative costs in effecting the requested payment
and in making all calculations which may be required by reason of the partial
withdrawal.

29
<PAGE> 39

TRANSFER CHARGE

After four transfers have been made in any Policy Year, a transfer charge
of $25 will be deducted for each transfer during the remainder of such Policy
Year to compensate PLACA for the costs of processing such transfers. PLACA
expects to realize no profit from this charge.

The transfer charge will be deducted from the amount being transferred. The
transfer charge will not apply to transfers resulting from Policy loans, the
exercise of special transfer rights and the initial reallocation of account
values from the Money Market Subaccount to other Subaccounts. These transfers
will not count against the four free transfers in any Policy Year.

CHARGES AGAINST THE SUBACCOUNTS

Mortality and Expense Risk Charge. A daily charge will be deducted from
the value of the net assets of the Subaccounts to compensate PLACA for mortality
and expense risks assumed in connection with the Policy. This charge will be
deducted at an annual rate of 0.65% (or a daily rate of .001781%) of the average
daily net assets of each Subaccount. This charge may be increased, but in no
event will it be greater than an annual rate of 0.90% of the average daily net
assets of each Subaccount. The mortality risk assumed by PLACA is that Insureds
may live for a shorter time than projected and, therefore, greater death
benefits than expected will be paid in relation to the amount of premiums
received. The expense risk assumed is that expenses incurred in issuing and
administering the Policies will exceed the administrative charges provided in
the Policy.

If the Mortality and Expense Risk Charge proves insufficient, PLACA will
provide for all death benefits and expenses and any loss will be borne by PLACA.
Conversely, PLACA will realize a gain from this charge to the extent all money
collected from this charge is not needed to provide for benefits and expenses
under the Policies.

OTHER CHARGES

The Subaccounts purchase shares of the Funds at net asset value. The net
asset value of those shares reflect management fees and expenses already
deducted from the assets of the Funds' Portfolios. The fees and expenses for the
Funds and their Portfolios are described briefly in connection with a general
description of each Fund.

More detailed information is contained in the Funds Prospectuses which are
attached to or accompany this Prospectus.

CONTRACT RIGHTS

LOAN PRIVILEGES

General. The Owner may at any time after the Issue Date borrow money from
PLACA using the Policy as the only security for the loan. The Owner may obtain
Policy loans in a minimum amount of $500 (or such lesser minimum required in a
particular state) but not exceeding the Policy's Net Cash Surrender Value on the
date of the loan. While either Insured is living, the Owner may repay all or a
portion of a loan and accrued interest.

Interest Rate Charged. The interest rate charged on Policy loans will be
at the fixed rate of 6% per year. Interest is due at the end of each Policy
Year. If interest is not paid when due, it will be added to the loan balance and
bear interest at the same rate.

Allocation of Loans and Collateral. PLACA will allocate the amount of a
Policy loan among the Subaccounts and/or the Guaranteed Account based upon the
proportion that the value of the Subaccounts and/or the Guaranteed Account Value
bear to the total unloaned Policy Account Value at the time the loan is made.

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The collateral for a Policy loan will be the loan amount plus accrued
interest to the next Policy Anniversary, less interest at 4% per annum which
will be earned to such Policy Anniversary. PLACA will deduct the collateral for
the loan from each account based on the loan allocation and transfer this amount
to the Loan Account. The collateral for any existing loan will be recalculated:
(a) when loan interest is repaid or treated as part of the loaned amount; (b)
when a new loan is made; and (c) when a loan repayment is made. A transfer to or
from the Loan Account will be made to reflect any recalculation of collateral.
At any time, the amount of the outstanding loan under a Policy equals the sum of
all loans (including due and unpaid interest added to the loan balance) minus
any loan repayments.

Interest Credited to Loan Account. As long as the Policy is in force,
PLACA will credit the amount in the Loan Account with interest at effective
annual rates it determines, but not less than 4% or such higher minimum rate
required under state law. The rate will apply to the calendar year which follows
the date of determination. Loan interest credited will be transferred to the
accounts: (1) when loan interest is paid or treated as part of the loaned
amount; (2) when a loan repayment is made; and (3) when a new loan is made.

Effect of Policy Loan. Policy loans, whether or not repaid, will have a
permanent effect on the Policy Account Value, the Cash Surrender Value, and Net
Cash Surrender Value and may permanently affect the Death Benefit under the
Policy. The effect on the Policy Account Value and Death Benefit could be
favorable or unfavorable, depending on whether the investment performance of the
Subaccounts and the interest credited to the Guaranteed Account is less than or
greater than the interest being credited on the assets in the Loan Account while
the loan is outstanding. Compared to a Policy under which no loan is made,
values under a Policy will be lower when the credited interest rate is less than
the investment experience of assets held in the Subaccounts and interest
credited to the Guaranteed Account. The longer a loan is outstanding, the
greater the effect a Policy loan is likely to have. The Death Proceeds will be
reduced by the amount of any outstanding Policy loan.

Loan Repayments. Unless prohibited by a particular state, PLACA will
assume that any payments made while there is an outstanding loan on the Policy
is a loan repayment, unless it receives written instructions that it is a
premium payment. Repayments up to the amount of the outstanding loan will be
allocated to the accounts based on the amount of the outstanding loan allocated
to each account as of the date of repayment; any repayment in excess of the
amount of the outstanding loan will be allocated to the accounts based on the
amount of interest due on the portion of the outstanding loan allocated to each
account. For this purpose, the amount of the interest due is determined as of
the next Policy Anniversary.

Lapse With Loans Outstanding. The amount of an outstanding loan under a
Policy plus any accrued interest on outstanding loans is not part of Net Cash
Surrender Value. Therefore, the larger the amount of an outstanding loan, the
more likely it is that the Policy could lapse. (See "How the Duration of the
Policy May Vary," Page 23 and "Policy Lapse," Page 26.) In addition, lapse of
the Policy with outstanding loans may result in adverse tax consequences. (See
"Tax Treatment of Policy Benefits," Page 39.)

Tax Considerations. Any loans taken from a "Modified Endowment Contract"
will be treated as a taxable distribution. In addition, with certain exceptions,
a 10% additional income tax penalty will be imposed on the portion of any loan
that is included in income. (See "Distributions from Policies Classified as
Modified Endowment Contracts," Page 40).

SURRENDER PRIVILEGE

After the first Policy Year, at any time before the earlier of the death of
the last surviving Insured and the Final Policy Date, the Owner may surrender
the Policy for its Net Cash Surrender Value. The Net Cash Surrender Value is the
Policy Account Value minus any Policy loan and accrued interest and less any
surrender charges. The Net Cash Surrender Value will be determined by PLACA on
the date it receives, at its Home Office, a surrender request signed by the
Owner. Coverage under the Policy will end on the day the Owner mails or
otherwise sends the written surrender request to PLACA.

A surrender may have Federal income tax consequences. (See "Tax Treatment
of Policy Benefits," Page 39).

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PARTIAL WITHDRAWAL OF NET CASH SURRENDER VALUE

At any time before the earlier of the death of the last surviving Insured
and the Final Policy Date, the Owner may withdraw a portion of the Policy's Net
Cash Surrender Value. The minimum amount which may be withdrawn is $1,500. A
Partial Withdrawal Charge will be deducted from the Policy Account Value (See
"Partial Withdrawal Charge," Page 29). A partial withdrawal will not result in
the imposition of Surrender Charges. (See "Surrender Charge," Page 27.)

The amount of the partial withdrawal and the Partial Withdrawal Charge will
be allocated based on the proportion that the value in the Subaccounts and the
Guaranteed Account Value bear to the total unloaned Policy Account Value.

The effect of a partial withdrawal on the Death Benefit and Face Amount
will vary depending upon the Death Benefit Option in effect and whether the
Death Benefit is based on the applicable percentage of Policy Account Value.
(See "Death Benefit Options," Page 20.)

Option A. The effect of a partial withdrawal on the Face Amount and Death
Benefit under Option A can be described as follows:

If the Death Benefit equals the Face Amount, a partial withdrawal will
reduce the Face Amount and the Death Benefit by the amount of the partial
withdrawal.

For the purposes of this illustration (and the following illustrations
of partial withdrawals), assume that the Attained Age of the younger
Insured is under 40 and there is no indebtedness. The applicable percentage
is 250% for a younger Insured with an Attained Age under 40.

Under Option A, a contract with a Face Amount of $300,000 and a Policy
Account Value of $30,000 will have a Death Benefit of $300,000. Assume that
the policyowner takes a partial withdrawal of $10,000. The partial
withdrawal will reduce the Policy Account Value to $19,975
($30,000 - $10,000 - $25) and the Death Benefit and Face Amount to $290,000
($300,000 - $10,000).

If the Death Benefit immediately prior to the partial withdrawal is
based on the applicable percentage of Policy Account Value, the Face Amount
will be reduced by an amount equal to the amount of the partial withdrawal.
The Death Benefit will be reduced to equal the greater of (a) the Face
Amount after the partial withdrawal, and (b) the applicable percentage of
the Policy Account Value after deducting the amount of the partial
withdrawal and the expense charge.

Under Option A, a policy with a Face Amount of $300,000 and a Policy
Account Value of $300,000 will have a Death Benefit of $750,000. Assume
that the policyowner takes a partial withdrawal of $49,975. The partial
withdrawal will reduce the Policy Account Value to $250,000 ($300,000 -
$49,975 - $25) and the Face Amount to $250,025 ($300,000 - $49,975). The
Death Benefit is the greater of (a) the Face Amount of $250,025 and (b) the
applicable percentage of the Policy Account Value $625,000
($250,000 X 2.5). Therefore, the Death Benefit will be $625,000.

Option B. The Face Amount will never be decreased by a partial withdrawal.
A partial withdrawal will, however, always decrease the Death Benefit.

If the Death Benefit equals the Face Amount plus the Policy Account
Value, a partial withdrawal will reduce the Policy Account Value by the
amount of the partial withdrawal and expense charge and thus the Death
Benefit will also be reduced by the amount of the partial withdrawal and
the expense charge.

Under Option B, a policy with a Face Amount of $300,000 and a Policy
Account Value of $90,000 will have a Death Benefit of $390,000
($300,000 + $90,000). Assume the policyowner takes a partial withdrawal of
$20,000. The partial withdrawal will reduce the Policy Account Value to
$69,975 ($90,000 - $20,000 - $25) and the Death Benefit to $369,975
($300,000 + $69,975). The Face Amount is unchanged.

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<PAGE> 42

If the Death Benefit immediately prior to the partial withdrawal is
based on the applicable percentage of Policy Account Value, the Death
Benefit will be reduced to equal the greater of (a) the Face Amount plus
the Policy Account Value after deducting the partial withdrawal and expense
charge and (b) the applicable percentage of Policy Account Value after
deducting the amount of the partial withdrawal and the expense charge.

Under Option B, a policy with a Face Amount of $300,000 and a Policy
Account Value of $300,000 will have a Death Benefit of $750,000
($300,000 X 2.5). Assume the policyowner takes a partial withdrawal of
$149,975. The partial withdrawal will reduce the Policy Account Value to
$150,000 ($300,000 $149,975 - $25) and the Death Benefit to the greater of
(a) the Face Amount plus the Policy Account Value $450,000
($300,000 + $150,000) and (b) the Death Benefit based on the applicable
percentage of the Policy Account Value $375,000 ($150,000 X 2.5).
Therefore, the Death Benefit will be $450,000. The Face Amount is
unchanged.

Because a partial withdrawal can affect the Face Amount and the Death
Benefit as described above, a partial withdrawal may also affect the Net Amount
at Risk which is used to calculate the cost of insurance charge under the
Policy. (See "Cost of Insurance," Page 29). A request for partial withdrawal may
not be allowed if or to the extent such withdrawal would reduce the Face Amount
below the Minimum Face Amount for the Policy. Also, if a partial withdrawal
would result in cumulative premiums exceeding the maximum premium limitations
applicable under the Code for life insurance, PLACA will not allow such partial
withdrawal.

A partial withdrawal of Net Cash Surrender Value may have Federal income
tax consequences. (See "Tax Treatment of Policy Benefits," Page 39).

FREE-LOOK PRIVILEGE

Free-Look for Policy. The Policy provides for an initial Free-Look Period.
The Owner may cancel the Policy until the latest of: (a) 45 days after Part I of
the application for the Policy is signed; (b) 10 days after the Owner receives
the Policy; and (c) 10 days after PLACA mails the Notice of Withdrawal Right to
the Owner. Upon giving notice of cancellation and returning the Policy, the
Owner will receive a refund equal to the sum of: (i) the Policy Account Value as
of the date the returned Policy is received by PLACA at its Home Office or the
PLACA representative through whom the Policy was purchased; plus (ii) any
Premium Expense Charges deducted from premiums paid; plus (iii) any Monthly
Deductions charged against the accounts; plus (iv) any Mortality and Expense
Risk charges deducted from the value of the net assets of the Subaccounts
attributable to the Policy; plus (v) any advisory fees and any other fees and
expenses of the Fund.

When state law requires a refund equal to gross premiums paid, the refund
will instead equal the gross premiums paid on the Policy and will not reflect
the investment experience of the Subaccounts or interest earnings for the
Guaranteed Account.

SPECIAL TRANSFER AND CONVERSION RIGHTS

Transfer Right for Policy. During the first two years following Policy
issue, the Owner may, on one occasion, transfer the entire Policy Account Value
in the Subaccounts to the Guaranteed Account without such transfer counting
toward the four transfers permitted without charge during a Policy Year. If such
transfer is made after four transfers have been made during a Policy Year, no
transfer charge will be deducted. After exercising this transfer right, all
subsequent Net Premiums will be allocated to the Guaranteed Account.

Transfer Right for Change in Investment Policy of Subaccount. In
accordance with the variable life insurance regulations of certain states, if
the investment policy of a Subaccount is materially changed, the Owner may
transfer the portion of the Policy Account Value in such Subaccount to another
Subaccount or to the Guaranteed Account without having such transfer count
toward the four transfers permitted without charge during a Policy Year. If such
transfer is made after four transfers have been made during a Policy Year, no
transfer charge will be deducted.

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THE GUARANTEED ACCOUNT

An Owner may allocate some or all of the Net Premiums and transfer some or
all of the Policy Account Value to the Guaranteed Account, which is part of
PLACA's General Account and pays interest at declared rates guaranteed for each
calendar year (subject to a minimum guaranteed interest rate of 4%). The
principal, after deductions, is also guaranteed. PLACA's General Account
supports its insurance and annuity obligations. The Guaranteed Account has not,
and is not required to be, registered with the SEC under the Securities Act of
1933, and neither the Guaranteed Account nor PLACA's General Account has been
registered as an investment company under the Investment Company Act of 1940.
Therefore, neither PLACA's General Account, the Guaranteed Account, nor any
interests therein are generally subject to regulation under the 1933 Act or the
1940 Act. The disclosures relating to these accounts which are included in this
Prospectus are for your information and have not been reviewed by the SEC.
However, such disclosures may be subject to certain generally applicable
provisions of the Federal securities laws relating to the accuracy and
completeness of statements made in prospectuses.

The portion of the Policy Account Value allocated to the Guaranteed Account
will be credited with rates of interest, as described below. Since the
Guaranteed Account is part of PLACA's General Account, PLACA assumes the risk of
investment gain or loss on this amount. All assets in the General Account are
subject to PLACA's general liabilities from business operations.

MINIMUM GUARANTEED AND CURRENT INTEREST RATES

The Guaranteed Account Value is guaranteed to accumulate at a minimum
effective annual interest rate of 4%. PLACA will credit the Guaranteed Account
Value with current rates in excess of the minimum guarantee but is not obligated
to do so. These current interest rates are influenced by, but do not necessarily
correspond to, prevailing general market interest rates. Since PLACA, in its
sole discretion, anticipates changing the current interest rate from time to
time, different allocations to and from the Guaranteed Account Value will be
credited with different current interest rates. The interest rate to be credited
to each amount allocated or transferred to the Guaranteed Account will apply to
the end of the calendar year in which such amount is received or transferred. At
the end of the calendar year, PLACA reserves the right to declare a new current
interest rate on such amount and accrued interest thereon (which may be a
different current interest rate than the current interest rate on new
allocations to the Guaranteed Account on that date). The rate declared on such
amount and accrued interest thereon at the end of each calendar year will be
guaranteed for the following calendar year. Any interest credited on the amounts
in the Guaranteed Account in excess of the minimum guaranteed rate of 4% per
year will be determined in the sole discretion of PLACA. The Owner assumes the
risk that interest credited may not exceed the guaranteed minimum rate.

Amounts deducted from the Guaranteed Account for partial withdrawals,
Policy loans, transfers to the Subaccounts, Monthly Deductions or other changes
are currently, for the purpose of crediting interest, accounted for on a last
in, first out ("LIFO") method. For example, a withdrawal is satisfied by taking
out Guaranteed Account Value attributable to the amount most recently
transferred or allocated to the Guaranteed Account.

PLACA reserves the right to change the method of crediting interest from
time to time, provided that such changes do not have the effect of reducing the
guaranteed rate of interest below 4% per annum or shorten the period for which
the interest rate applies to less than a calendar year (except for the year in
which such amount is received or transferred).

Calculation of Guaranteed Account Value. The Guaranteed Account Value at
any time is equal to amounts allocated and transferred to it plus interest
credited to it, minus amounts deducted, transferred or withdrawn from it.

Interest will be credited to the Guaranteed Account on each Policy
Processing Day as follows: for amounts in the account for the entire Policy
Month, from the beginning to the end of the month; for amounts allocated to the
account during the prior Policy Month, from the date the Net Premium or loan
repayment is allocated to the end of the month; for amounts transferred to the
account during the Policy Month, from the

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<PAGE> 44

date of transfer to the end of the month; and for amounts deducted or withdrawn
from the account during the prior Policy Month, from the beginning of the month
to the date of deduction or withdrawal.

TRANSFERS FROM GUARANTEED ACCOUNT

Within 30 days prior to or following any Policy Anniversary, one transfer
is allowed from the Guaranteed Account to any or all of the Subaccounts. The
amount transferred from the Guaranteed Account may not exceed 25% of the value
of such account. If the written request for such transfer is received prior to
the Policy Anniversary, the transfer will be made as of the Policy Anniversary;
if the written request is received after the Policy Anniversary, the transfer
will be made as of the date PLACA receives the written request at its Home
Office.

OTHER POLICY PROVISIONS

Amount Payable on Final Policy Date. If one of the Insureds is living on
the Final Policy Date (at the younger Insured's Attained Age 100), PLACA will
pay the Owner the Policy Account Value less any outstanding Policy loan and
accrued interest and any unpaid Monthly Deductions. Insurance coverage under the
Policy will then end. Payment will generally be made within seven days of the
Final Policy Date.

Payment of Policy Benefits. Insurance Proceeds under a Policy will
ordinarily be paid to the Beneficiary within seven days after PLACA receives
proof of the death of both Insureds at its Home Office and all other
requirements are satisfied. Interest at the annual rate of 3% or any higher rate
declared by PLACA or required by law is paid on the Insurance Proceeds from the
date of death of the last surviving Insured until the payment is made.

Any amounts payable as a result of the exercise of the free-look right,
surrender, partial withdrawal, or Policy loan will ordinarily be paid within
seven days of receipt of written request at PLACA's Home Office in a form
satisfactory to PLACA. In order to be satisfactory, a request must contain all
information necessary to process the transaction and be signed by the contract
Owner.

Generally, the amount of a payment will be determined as of the date of
receipt by PLACA of all required documents. However, PLACA may defer the
determination or payment of such amounts if the date for determining such
amounts falls within any period during which: (1) the disposal or valuation of a
Separate Account's assets is not reasonably practicable because the New York
Stock Exchange is closed or conditions are such that, under the SEC's rules and
regulations, trading is restricted or an emergency is deemed to exist; or (2)
the SEC by order permits postponement of such actions for the protection of
PLACA policyholders. PLACA also may defer the determination or payment of
amounts from the Guaranteed Account for up to six months.

The Owner may decide the form in which proceeds will be paid. Before the
death of the last surviving Insured, the Owner may arrange for the Insurance
Proceeds to be paid in a lump sum or under a Settlement Option. These choices
are also available upon surrender of the Policy for its Net Cash Surrender Value
and for payment of the Policy Account Value on the Final Policy Date. If no
election is made, payment will be made in a lump sum. The Beneficiary may also
arrange for payment of the Insurance Proceeds in a lump sum or under a
Settlement Option.

The Contract. The Policy and a copy of the applications attached thereto
are the entire contract. Only statements made in the applications can be used to
void the Policy or deny a claim. The statements are considered representations
and not warranties. Only the President or a Vice President of PLACA can agree to
change or waive any provisions of the Policy and only in writing. As a result of
differences in applicable state laws, certain provisions of the Policy may vary
from state to state.

Ownership. The Owner is the Insureds, jointly unless a different Owner is
named in the application or thereafter changed. After the death of the first
Insured, the surviving Insured will be the Owner, unless otherwise provided.
While both or one of the Insureds is living, the Owner is entitled to exercise
any of the rights stated in the Policy or otherwise granted by PLACA. If the
Insureds and the Owner are not the same,

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<PAGE> 45

and the Owner dies while an Insured is living, these rights will vest in the
estate of the Owner, unless otherwise provided.

Beneficiary. The Beneficiary is designated in the application for the
Policy, unless thereafter changed by the Owner before the death of the last
surviving Insured by written notice to PLACA. Any Insurance Proceeds for which
there is not a designated Beneficiary surviving at the death of the last
surviving Insured are payable in a single sum to the executors or administrators
of the last surviving Insured.

Change of Owner and Beneficiary. As long as the Policy is in force, the
Owner or Beneficiary may be changed by written request in a form acceptable to
PLACA. The change will take effect as of the date it is signed, whether or not
one of the Insureds is living when the request is received by PLACA. PLACA will
not be responsible for any payment made or action taken before it receives the
written request.

Split Dollar Arrangements. The Owner or Owners may enter into a Split
Dollar Arrangement between each other or another person or persons whereby the
payment of premiums and the right to receive the benefits under the Policy
(i.e., Net Cash Surrender Value or Death Proceeds) are split between the
parties. There are different ways of allocating such rights. No transfer of
Policy rights pursuant to a Split Dollar Arrangement will be binding on PLACA
unless in writing and received by PLACA. The parties who elect to enter into a
Split Dollar Arrangement should consult their own tax advisers regarding the tax
consequences of such an arrangement.

Assignments. The Owner may assign any and all rights under the Policy. No
assignment binds PLACA unless in writing and received by PLACA. PLACA assumes no
responsibility for determining whether an assignment is valid and the extent of
the assignee's interest. All assignments will be subject to any Policy loan. The
interest of any Beneficiary or other person will be subordinate to any
assignment. A payee who is not also the Owner may not assign or encumber Policy
benefits, and to the extent permitted by applicable law, such benefits are not
subject to any legal process for the payment of any claim against the payee.

Misstatement of Age and Sex. If the age or sex of either Insured has been
misstated in the applications, the Death Benefit and any benefits provided by
riders will be such as the most recent Monthly Deductions would have provided at
the correct ages and sexes of the Insureds.

Suicide. PLACA's liability is limited to payment of a sum equal to the
premiums paid less any Policy loan and accrued interest on such loan and any
partial withdrawals if:

(a) both Insureds commit suicide within two years of the Policy Issue
Date (except where state law requires a shorter period) and within
90 days of each other; or

(b) the last surviving Insured dies by suicide within such two year
period and within 90 days of the death of the first of the
Insureds to die; or

(c) the last surviving Insured lives for more than 90 days beyond the
date that the first Insured's death occurred by suicide and does
not exchange the Policy as described below.

During the 90 day period following the date that the first Insured dies by
suicide, the surviving Insured may exchange the survivorship policy, without
evidence of insurability, for a fixed-benefit policy issued by PLACA on the life
of such surviving Insured. The Policy Issue Date for the new policy will be the
91st day after the date of the first Insured's death. In the event one of the
Insureds commits suicide within two years of the Policy Issue Date and the
surviving Insured does not exercise this exchange right, coverage under the
Policy will end on the 91st day following such death.

If one of the Insureds commits suicide within two years of the Policy Issue
Date and the surviving Insured dies, other than by suicide, within 90 days of
the date of the first death, PLACA will pay the Insurance Proceeds to the
Beneficiary.

Incontestability. The Policy will be incontestable after it has been in
force during each Insured's lifetime for two years from the Issue Date (or such
other date as required by state law). Similar incontestability will apply to
reinstatement after it has been in force during each Insured's lifetime for two

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<PAGE> 46

years from its effective date. Before such times, however, PLACA may contest the
validity of the Policy (or changes) based on material misstatements in the
initial or any subsequent application.

Dividends. The Policy is participating; however, no dividends are expected
to be paid on the Policy.

If dividends are ever declared, they will be paid under one of the
following options:

(a) Paid in cash; or

(b) Applied as a Net Premium.

The Owner must choose an option at the time the application for the Policy
is signed. If no option is chosen, any dividend will be applied as a Net Premium
payment. The Owner may change the option by giving written notice to PLACA.

Settlement Options. In lieu of a single sum payment on death or surrender,
an election may be made to apply the proceeds under any one of the fixed-benefit
Settlement Options provided in the Policy. The options are described below.

Proceeds at Interest Option. Left on deposit to accumulate with PLACA with
interest payable at a rate of at least 3% per year.

Instalments of a Specified Amount Option. Payable in equal instalments
until proceeds applied under the Option and interest on the unpaid balance at 3%
per year and any additional interest are exhausted.

Instalments for a Specified Period Option. Payable in the number of equal
monthly instalments set forth in the election. Payments may be increased by
additional interest which would increase the instalments certain. The guaranteed
interest rate is 3% per year.

Life Income Option. Payable in equal monthly instalments during the
payee's life. Payments will be made either with or without a guaranteed minimum
number. If there is to be a minimum number of payments, they will be for either
120 or 240 months or until the proceeds applied under the Option are exhausted,
as elected.

Joint and Survivor Life Income. Payable in equal monthly instalments
during the joint lives of the payee and one other person and during the life of
the survivor. The minimum number of payments will be for either 120 or 240
months, as elected.

SUPPLEMENTARY BENEFITS

The following supplementary benefits, which are subject to PLACA'S
underwriting restrictions and issue limitations, may be included in a Policy:

Disability Waiver Benefit. The Policy may include a Disability Waiver
Benefit Rider for either or both Insureds providing that in the event of such
Insured's total disability before Attained Age 60 and continuing for at least
six months, PLACA will apply a premium payment to the Policy on each Policy
Processing Day during the first four Policy Years (the amount of the payment
will be based on the Minimum Annual Premium). PLACA will also waive all monthly
deductions after the commencement of and during the continuance of such total
disability after the first four Policy Years. If this rider is added, the
Monthly Deduction will be increased to include the cost of this rider.

Policy Split Option. Under certain circumstances, the Policy can be split
on a 50/50 basis into two fixed-benefit life insurance policies, one on the life
of each Insured, with evidence of insurability. A policy split can be made if a
final divorce decree is issued with respect to the marriage of the two Insureds
or if the Federal Estate Tax law is changed resulting in removal of the
unlimited marital deduction or a reduction of at least 50% in the estate taxes
payable on death. The Face Amount and Policy Account Value less Policy loans and
accrued interest will be divided evenly between the two new policies. For a
discussion of the tax consequences of a policy split see "Taxation of Policy
Split" on page 41.

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Change of Insured. Upon request, the Policy may include a Change of
Insured Rider by which one of the Insureds under a Policy may be changed to a
New Insured, subject to certain conditions and evidence of insurability. The
Monthly Deduction for cost of insurance will be changed to that for the New
Insured and the Remaining Insured as of the effective date of the change. Making
a change under this Rider may have adverse federal income tax consequences.
Accordingly, the Owner should consult a tax adviser before deciding to exercise
a change under this Rider.

Four Year Survivorship Term Life Insurance. The Policy may include a Four
Year Survivorship Term rider which provides additional term insurance during the
first four Policy Years upon due proof of the death of both Insureds. The amount
of this term insurance is 1.25 multiplied by the Face Amount of the Policy. If
this rider is added, the Monthly Deduction will be increased to include the cost
of this rider.

Convertible Term Life Insurance. The Policy may include a Convertible Term
Life Insurance rider which provides additional term insurance on one of the
Insureds. Two riders may be included to cover each Insured. The amount of term
insurance on either or both Insureds is shown in the Policy Schedule. If this
rider is added, the Monthly Deduction will be increased to include the cost of
this rider.

Guaranteed Minimum Death Benefit. The Policy may include a Guaranteed
Minimum Death Benefit rider which provides that the Policy will not lapse if the
sum of premiums paid less any partial withdrawals less any policy loans equals
or exceeds the Minimum Guarantee Premium. This rider expires at the later of the
policy anniversary nearest age 70 of the older Insured or the end of the tenth
Policy year. This rider is not available if Death Benefit Option B is elected at
issue and will terminate if the Policy is changed to Death Benefit Option B. If
this rider is added, the Monthly Deduction will be increased to include the cost
of this rider.

If the Guaranteed Minimum Death Benefit is lost due to insufficient premium
payments, it may be possible to regain the guarantee in future years. Federal
tax law may preclude payment of sufficient premiums to maintain the guarantee
following a decrease in Face Amount, a partial withdrawal that reduces the Face
Amount, reduction or deletion of a rider benefit or an improvement in the
Policy's Premium Class.

FEDERAL INCOME TAX CONSIDERATIONS

INTRODUCTION

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

TAX STATUS OF THE POLICY

In order to qualify as a life insurance contract for federal tax purposes,
the Policy must meet the definition of a life insurance contract which is set
forth in Section 7702 of the Internal Revenue Code of 1986, as amended (the
"Code"). The manner in which Section 7702 should be applied to certain features
of the Policy offered in this Prospectus is not directly addressed by Section
7702 or any guidance issued to date under Section 7702. Nevertheless, PLACA
believes it is reasonable to conclude that the Policy will meet the Section 7702
definition of a life insurance contract. In the absence of final regulations or
other pertinent interpretations of Section 7702, however, there is necessarily
some uncertainty as to whether a Policy will meet the statutory life insurance
contract definition, particularly if the Owner pays the full amount of premiums
permitted under the Policy. An Owner contemplating the payment of such premiums
should do so only after consulting a tax adviser. If a Contract were determined
not to be a life insurance contract for

38
<PAGE> 48

purposes of Section 7702, such contract would not provide most of the tax
advantages normally provided by a life insurance contract.

If it is subsequently determined that a Policy does not satisfy Section
7702, PLACA may take whatever steps are appropriate and necessary to attempt to
cause such a Policy to comply with Section 7702. For these reasons, PLACA
reserves the right to restrict Policy transactions as necessary to attempt to
qualify it as a life insurance contract under Section 7702.

Section 817(h) of the Code requires that the investments of each of the
Subaccounts must be "adequately diversified" in accordance with Treasury
regulations in order for the Policy to qualify as a life insurance contract
under Section 7702 of the Code (discussed above). The Subaccounts, through the
Fund, intend to comply with the diversification requirements prescribed in
Treas. Reg. sec.1.817-5, which affect how the Fund's assets are to be invested.
PLACA believes that the Subaccounts will, thus, meet the diversification
requirement, and PLACA will monitor continued compliance with this requirement.
In certain circumstances, owners of variable life insurance contracts may be
considered the owners, for federal income tax purposes, of the assets of the
separate accounts used to support their contracts. In those circumstances,
income and gains from the separate account assets would be includible in the
variable contract owner's gross income. The IRS has stated in published rulings
that a variable contract owner will be considered the owner of separate account
assets if the contract owner possesses incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. The Treasury
Department has also announced, in connection with the issuance of regulations
concerning diversification, that those regulations "do not provide guidance
concerning the circumstances in which investor control of the investments of a
segregated asset account may cause the investor (i.e., the Policyowner), rather
than the insurance company, to be treated as the owner of the assets in the
account." This announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyholders may direct their
investments to particular subaccounts without being treated as owners of the
underlying assets."

The ownership rights under the Policy are similar to, but different in
certain respects from, those described by the IRS in rulings in which it was
determined that policy owners were not owners of separate account assets. For
example, the Owner has additional flexibility in allocating premium payments and
Policy Value and the investment objective of certain Portfolios (i.e. the Gold
and Natural Resources Portfolio) may be narrower. These differences could result
in a Owner being treated as the owner of a pro rata portion of the assets of the
Subaccounts. In addition, PLACA does not know what standards will be set forth,
if any, in the regulations or rulings which the Treasury Department has stated
it expects to issue. PLACA therefore reserves the right to modify the Policy as
necessary to attempt to prevent an Owner from being considered the owner of a
pro rata share of the assets of the Subaccounts.

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

TAX TREATMENT OF POLICY BENEFITS

In General. PLACA believes that the proceeds and cash value increases of a
Policy should be treated in a manner consistent with a fixed-benefit life
insurance policy for Federal income tax purposes. Thus, the Death Benefit under
the Policy should be excludable from the gross income of the Beneficiary under
Section 101(a)(1) of the Code.

Depending on the circumstances, the exchange of a Policy, the receipt of a
Policy in an exchange, a change in the Policy's Death Benefit Option (i.e., a
change from Death Benefit Option A to Death Benefit Option B or vice versa), a
Policy loan, a partial withdrawal, a surrender, a change in ownership, a change
of insured, an adjustment of face amount, a change in insurance protection, or
an assignment of the Policy may have Federal income tax consequences. In
addition, Federal, state and local transfer, and other tax consequences of
ownership or receipt of Policy proceeds depend on the circumstances of each
Owner or Beneficiary. A person considering any such transaction should consult a
tax adviser before effecting the transaction.

39
<PAGE> 49

Generally, the Owner will not be deemed to be in constructive receipt of
the Policy Account Value, including increments thereof, until there is a
distribution. The tax consequences of distributions from, and loans taken from
or secured by, a Policy depend on whether the Policy is classified as a
"Modified Endowment Contract". Whether a Policy is or is not a Modified
Endowment Contract, upon a complete surrender or lapse of a Policy or when
benefits are paid at a Policy's maturity date, if the amount received plus the
amount of indebtedness exceeds the total investment in the Policy, the excess
will generally be treated as ordinary income subject to tax.

Modified Endowment Contracts. The Internal Revenue Code establishes a
class of life insurance contracts designated as "Modified Endowment Contracts,"
which applies to Policies entered into or materially changed after June 20,
1988.

Due to the Policy's flexibility, classification as a Modified Endowment
Contract will depend on the individual circumstances of each Policy. In general,
a Policy will be a Modified Endowment Contract if the accumulated premiums paid
at any time during the first seven Policy Years exceeds the sum of the net level
premiums which would have been paid on or before such time if the Policy
provided for paid-up future benefits after the payment of seven level annual
premiums. The determination of whether a Policy will be a Modified Endowment
Contract after a material change generally depends upon the relationship of the
Death Benefit and Policy Account Value at the time of such change and the
additional premiums paid in the seven years following the material change. At
the time a premium is credited which would cause the Policy to become a Modified
Endowment Contract, PLACA will notify the Owner that unless a refund of the
excess premium is requested by the Owner, the Policy will become a Modified
Endowment Contract. The Owner will have 30 days after receiving such
notification to request the refund. The excess premium paid (with either
required interest or positive Subaccount earnings, if any) will be returned to
the Owner upon receipt by PLACA of the refund request. The amount to be refunded
will be deducted from the Policy Account Value in the Subaccounts and in the
Guaranteed Account in the same proportion as the premium payment was allocated
to such accounts. In the event that earnings on such excess premium is not at
least 4%, the premium plus an amount equal to interest at an annual rate of 4%
will be returned.

The rules relating to whether a Policy will be treated as a Modified
Endowment Contract are complex and cannot be fully described in the limited
confines of this summary. Therefore, a current or prospective Owner should
consult with a competent advisor to determine whether a policy transaction will
cause the Policy to be treated as a Modified Endowment Contract.

Distributions From Policies Classified as Modified Endowment Contracts.
Policies classified as Modified Endowment Contract will be subject to the
following tax rules: First, all distributions, including distributions upon
surrender and partial withdrawals from such a Policy are treated as ordinary
income subject to tax up to the amount equal to the excess (if any) of the
Policy Account Value immediately before the distribution over the investment in
the Policy (described below) at such time. Second, loans taken from or secured
by, such a Policy are treated as distributions from such a Policy and taxed
accordingly. Past due loan interest that is added to the loan amount will be
treated as a loan. Third, a 10 percent additional income tax is imposed on the
portion of any distribution from, or loan taken from or secured by, such a
Policy that is included in income except where the distribution or loan is made
on or after the Owner attains age 59 1/2, is attributable to the Owner's
becoming disabled, or is part of a series of substantially equal periodic
payments for the life (or life expectancy) of the Owner or the joint lives (or
joint life expectancies) of the Owner and the Owner's Beneficiary.

If a Policy becomes a modified endowment contract after it is issued,
distributions made during the policy year in which it becomes a modified
endowment contract, distributions in any subsequent policy year and
distributions within two years before the Policy becomes a modified endowment
contract will be subject to the tax treatment described above. This means that a
distribution from a Policy that is not a modified endowment contract could later
become taxable as a distribution from a modified endowment contract.

Distributions From Policies Not Classified as Modified Endowment
Contracts. Distributions from a Policy that is not a Modified Endowment
Contract, are generally treated as first recovering the investment in the Policy
(described on page 32) and then, only after the return of all such investment in
the Policy, as

40
<PAGE> 50

distributing taxable income. An exception to this general rule occurs in the
case of a decrease in the Policy's Death Benefit or any other change that
reduces benefits under the Policy in the first 15-years after the Policy is
issued and that results in a cash distribution to the Owner in order for the
Policy to continue complying with the Section 7702 definitional limits. Such a
cash distribution will be taxed in whole or in part as ordinary income (to the
extent of any gain in the Policy) under rules prescribed in Section 7702.

Loans from, or secured by, a Policy that is not a Modified Endowment
Contract are not treated as distributions. Instead, such loans are treated as
indebtedness of the Owner.

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

Policy Loan Interest. Interest paid on any loan under a Policy may not be
deductible. An owner should consult a tax adviser before deducting any policy
loan interest.

Investment in the Policy. Investment in the Policy means: (i) the
aggregate amount of any premiums or other consideration paid for a Policy, minus
(ii) the aggregate amount received under the Policy which is excluded from gross
income of the Owner (except that the amount of any loan from, or secured by, a
Policy that is a Modified Endowment Contract, to the extent such amount is
excluded from gross income, will be disregarded), plus (iii) the amount of any
loan from, or secured by, a Policy that is a Modified Endowment Contract to the
extent that such amount is included in the gross income of the Owner.

Multiple Policies. All Modified Endowment Contracts that are issued by
PLACA (or its affiliates) to the same Owner during any calendar year are treated
as one Modified Endowment Contract for purposes of determining the amount
includible in the gross income under Section 72(e) of the Code.

Taxation of Policy Split. The Policy Split Option Rider permits a Policy
to be split into two other fixed-benefit life policies upon the occurrence of a
divorce of the joint insureds or certain changes in federal estate tax law. A
policy split could have adverse tax consequences; for example, it is not clear
whether a policy split will be treated as a nontaxable exchange under Sections
1031 through 1043 of the Code. If a policy split is not treated as a nontaxable
exchange, a split could result in the recognition of taxable income in an amount
up to any gain in the Policy at the time of the split. In addition, it is not
clear whether, in all circumstances, the individual contracts that result from a
policy split would be treated as life insurance contracts for federal income tax
purposes and, if so treated, whether the individual contracts would be
classified as modified endowment contracts. Before you exercise rights provided
by the policy split option, it is important that you consult with a competent
tax advisor regarding the possible consequences of a policy split.

Other Tax Considerations. The transfer of the Policy or the designation of
a Beneficiary may have federal, state, and/or local transfer and inheritance tax
consequences, including the imposition of gift, estate and generation-skipping
transfer taxes. For example, the transfer of the Policy to, or the designation
as beneficiary of, or the payment of proceeds to, a person who is assigned to a
generation which is two or more generations below the generation assignment of
the Owner, may have generation skipping transfer tax considerations under
Section 2601 of the Code.

The individual situation of each Owner or Beneficiary will determine the
extent, if any, to which federal, state and local transfer taxes may be imposed.
Consult with your tax adviser for specific information in connection with these
taxes. In addition, the Policy may be used in various arrangements, including
nonqualified deferred compensation or salary continuance plans, split dollar
insurance plans, executive bonus plans, retiree medical benefit plans and
others. The tax consequences of such plans may vary depending on the particular
facts and circumstances of each individual arrangement. Therefore, if you are
contemplating the use of a Policy in any arrangement the value of which depends
in part on its tax consequences, you should be sure to consult a qualified tax
advisor regarding the tax attributes of the particular arrangement.

CHARGE FOR PLACA'S TAXES

As a result of the Omnibus Budget Reconciliation Act of 1990, insurance
companies are generally required to capitalize and amortize certain policy
acquisition expenses associated with premium payments over

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<PAGE> 51

a ten year period rather than currently deducting such expenses. This treatment
applies to the deferred acquisition expenses of a Policy and results in a
significantly higher corporate income tax liability for PLACA in early policy
years. PLACA makes a charge to compensate for the anticipated higher corporate
income taxes that result from the receipt of premiums under a Policy (See
"Federal Tax Charge," Page 27).

Currently, PLACA makes no other charges (other than premium taxes) for any
federal, state or local taxes that it incurs that may be attributable to the
Subaccounts or to the Policies. PLACA, however, reserves the right to deduct
from the Subaccounts any such taxes which are imposed on the investment earnings
of the Subaccounts. Currently no such taxes are imposed.

LEGAL DEVELOPMENTS REGARDING UNISEX ACTUARIAL TABLES

In 1983, the United States Supreme Court held in Arizona Governing
Committee v. Norris that optional annuity benefits provided under an employee's
deferred compensation plan could not, under Title VII of the Civil Rights Act of
1964, vary between men and women on the basis of sex. In that case, the Court
applied its decision only to benefits derived from contributions made on or
after August 1, 1983. Subsequent decisions of lower federal courts indicate that
in other factual circumstances the Title VII prohibition of sex-distinct
benefits may apply at an earlier date. In addition, legislative, regulatory, or
decisional authority of some states may prohibit use of sex-distinct mortality
tables under certain circumstances. The Policies offered by this Prospectus are
based upon actuarial tables which distinguish between men and women and, thus,
the Policy provides different benefits to men and women of the same age.
Accordingly, employers and employee organizations should consider, in
consultation with legal counsel, the impact of these authorities on any
employment-related insurance or benefits program before purchasing the Policy
and in determining whether this Policy is appropriate.

VOTING RIGHTS

All of the assets held in the Subaccounts of the Variable Account will be
invested in shares of corresponding Portfolios of the Funds. The Funds do not
hold routine annual shareholders' meetings. Shareholders' meetings will be
called whenever a Fund believes that it is necessary to vote to elect the Board
of Directors of the Fund and to vote upon certain other matters that are
required by the 1940 Act to be approved or ratified by the shareholders of a
mutual fund. PLACA is the legal owner of Fund shares and as such has the right
to vote upon any matter that may be voted upon at a shareholders' meeting.
However, in accordance with its view of present applicable law, PLACA will vote
the shares of the Funds at meetings of the shareholders of the appropriate Fund
or Portfolio in accordance with instructions received from policyowners. Fund
shares held in each Subaccount for which no timely instructions from
policyowners are received will be voted by PLACA in the same proportion as those
shares in that Subaccount for which instructions are received.

Each policyowner having a voting interest will be sent proxy material and a
form for giving voting instructions. Policyowners may vote, by proxy or in
person, only as to the portfolios that correspond to the Subaccounts in which
their Policy values are allocated. The number of shares held in each Subaccount
attributable to a Policy for which the policyowner may provide voting
instructions will be determined by dividing the Policy's value in that account
by the net asset value of one share of the corresponding Portfolio as of the
record date for the shareholder meeting. Fractional shares will be counted. For
each share of a Portfolio for which policyowners have no interest, PLACA will
cast votes, for or against any matter, in the same proportion as policyowners
vote.

If required by state insurance officials, PLACA may disregard voting
instructions if such instructions would require shares to be voted so as to
cause a change in the investment objectives or policies of one or more of the
portfolios, or to approve or disapprove an investment policy or investment
adviser of one or more of the Portfolios. In addition, PLACA may disregard
voting instructions in favor of changes initiated by a policyowner or a Fund's
Board of Directors provided that PLACA's disapproval of the change is reasonable
and is based on a good faith determination that the change would be contrary to
state law or otherwise

42
<PAGE> 52

inappropriate, considering the portfolio's objectives and purposes, and the
effect the change would have on PLACA. If PLACA does disregard voting
instructions, it will advise policyowners of that action and its reasons for
such action in the next semi-annual report to policyowners.

Shares of the Funds are currently being offered to variable life insurance
and variable annuity separate accounts of life insurance companies other than
PLACA that are not affiliated with PLACA. PLACA understands that shares of these
Funds also will be voted by such other life insurance companies in accordance
with instructions from their policyowners invested in such separate accounts.
This will dilute the effect of voting instructions of policyowners of the
Policies.

CHANGES IN APPLICABLE LAW, FUNDING AND OTHERWISE

The voting rights described in this Prospectus are created under applicable
Federal securities laws. To the extent that such laws or regulations promulgated
thereunder eliminate the necessity to solicit voting instructions from Owners or
restrict such voting rights, PLACA reserves the right to proceed in accordance
with any such laws or regulations.

PLACA also reserves the right, subject to compliance with applicable law,
including approval of Owners, if so required: (1) to transfer assets determined
by PLACA to be associated with the class of policies to which the Policies
belong from one Subaccount to another Subaccount by withdrawing the same
percentage of each investment in the account with appropriate adjustments to
avoid odd lots and fractions (such transfers will not count against the four
free transfers during a Policy Year); (2) to create additional separate
investment accounts, to create divisions from, or combine or remove divisions
from, Subaccounts, or to combine any two or more accounts including the
Subaccounts; (3) to operate one or more of the Subaccounts as a management
investment company under the 1940 Act, or in any other form permitted by law;
(4) to deregister the unit investment trust under the 1940 Act; and (5) to
modify the provisions of the Policies to comply with applicable laws. PLACA has
reserved all rights in respect of its corporate name and any part thereof,
including without limitation the right to withdraw its use and to grant its use
to one or more other separate accounts and other entities.

Although PLACA believes it to be highly unlikely, it is possible that in
the judgment of its management, one or more of the Portfolios may become
unsuitable for investment by the corresponding Subaccount because of a change in
investment policy, or a change in the tax laws, or because the shares or units
are no longer available for investment or for any other reasonable cause. In
that event, PLACA may seek to substitute the shares of another portfolio or
series or of an entirely different mutual fund or trust. Before this would be
done, the approval of the SEC and possibly one or more state insurance
departments would be obtained, to the extent legally required.

OFFICERS AND DIRECTORS OF PLACA

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<PAGE> 53

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND POSITION* DURING THE PAST FIVE YEARS
- ------------------------------------- ------------------------------------------------------
<S> <C>
Stanley R. Reber..................... 1988 to present -- Executive Vice President and Chief
Director Investment Officer of PMLIC; 1985 to 1988 -- Senior
Vice President -- Investments of PMLIC.
David N. Ingram...................... 1994 to present -- Vice President -- Annuities of
Director and Executive Vice PMLIC; 1993 to 1994 -- Vice President &
President Actuary -- Annuities of PMLIC; 1988 to 1993 -- Vice
President & Actuary of PMLIC.
Charlene Parsons..................... 1995 to present -- Executive Vice
Director President -- Corporate of PMLIC; 1991 to 1995 -- Vice
President -- Human Resources of PMLIC; 1989 to
1991 -- Assistant Vice President -- Human Resources
of PMLIC.
Edward R. Book....................... 1996 to present -- President of USA National Tourism
Director Organization, Inc.; 1995 to 1996 -- Past President
and Consultant of Travel Industry Association of
America;
1989 to 1994 -- President of Travel Industry
Association of America.
Mary Lynn Finelli.................... 1996 to present -- Vice President and Interim Chief
Vice President and Controller Financial Officer of PMLIC 1986 to 1996 -- Vice
President and Controller of PMLIC; 1976 to
1986 -- Principal of Arthur Young Company.
William P. Loesche................... 1994 to present -- Counsel and Secretary of PMLIC;
Secretary 1988 to 1994 -- Associate Counsel and Assistant
Secretary of PMLIC; 1985 to 1988 -- Associate
Counsel and Assistant Secretary of PMLIC.
Rosanne Gatta........................ 1994 to present -- Vice President and Treasurer of
Treasurer PMLIC; 1985 to 1994 -- Assistant Vice President and
Treasurer of PMLIC.
</TABLE>

- ---------------
* Unless otherwise indicated, the address is 1050 Westlakes Drive, Berwyn,
Pennsylvania 19312.

A Fidelity Bond in the amount of $5 million covering PLACA's officers and
employees has been issued by National Union Insurance Company, a subsidiary of
American International Group.

DISTRIBUTION OF POLICIES

Applications for the Policies are solicited by agents who are licensed by
state insurance authorities to sell PLACA's variable life insurance policies,
and who are also registered representatives of 1717 Capital Management Company
("1717") (formerly PML Securities Company) or registered representatives of
broker/dealers who have Selling Agreements with 1717 or registered
representatives of broker/dealers who have Selling Agreements with such
broker/dealers. 1717, whose address is Christiana Executive Campus, P.O. Box
15626, Wilmington, Delaware 19850, is a registered broker/dealer under the
Securities Exchange Act of 1934 (the "1934 Act") and a member of the National
Association of Securities Dealers, Inc. (the "NASD"). 1717 is an indirect
wholly-owned subsidiary of PMLIC. 1717 acts as the principal underwriter, as
defined in the 1940 Act, of the Policies (as well as other variable life
policies) for the Subaccounts pursuant to an Underwriting Agreement to which the
Variable Account, 1717 and PLACA are parties. The Policies are offered and sold
only in those states where their sale is lawful.

The insurance underwriting and the determination of a proposed Insured's
Premium Class and whether to accept or reject an application for a Policy is
done by PLACA. PLACA will refund any premiums paid if a

44
<PAGE> 54

Policy ultimately is not issued or will refund the applicable amount if the
Policy is returned under the Free-Look provision.

Agents are compensated for sales of the Policies on a commission and
service fee basis and with other forms of compensation. During the first Policy
Year, agent commissions will not be more than 84% of the premiums paid up to a
target amount (used only to determine commission payments) and 2% of the
premiums paid in excess of that amount. Agent commissions will not be more than
2% of premiums paid for Policy Years 2 through 10 and for years 11 and later, 0%
of the premiums paid. However, for each premium received within 10 years
following an increase in Face Amount, agent commissions on the premium paid up
to the target amount for the increase in each year will be calculated using the
commission rates for the corresponding Policy Year. Agents may also receive
annual renewal compensation of up to 0.25% of the unloaned Policy Account Value,
depending upon the circumstances. The annual renewal compensation will be
computed on the Policy Anniversary beginning at the end of the second Policy
Year. Agents may also receive expense allowances or bonuses. The agent may be
required to return the first year commission less the deferred sales charge
imposed if a Policy is not continued through the first Policy Year.

POLICY REPORTS

At least once each Policy Year a statement will be sent to the Owner
describing the status of the Policy, including setting forth the Face Amount,
the current Death Benefit, any Policy loans and accrued interest, the current
Policy Account Value, the Guaranteed Account Value, the Loan Account Value, the
value in each Subaccount, premiums paid since the last report, charges deducted
since the last report, any partial withdrawals since the last report, and the
current Net Cash Surrender Value. At the present time, PLACA plans to send these
Policy Statements on a quarterly basis. In addition, a statement will be sent to
an Owner showing the status of the Policy following the transfer of amounts from
one Subaccount to another, the taking out of a loan, a repayment of a loan, a
partial withdrawal and the payment of any premiums (excluding those paid by bank
draft or otherwise under the Automatic Payment Plan). An Owner may request that
a similar report be prepared at other times. PLACA may charge a reasonable fee
for such requested reports and may limit the scope and frequency of such
requested reports.

An Owner will be sent a semi-annual report containing the financial
statements of the Subaccounts and the Funds as required by the 1940 Act.

STATE REGULATION

PLACA is subject to regulation and supervision by the Insurance Department
of the State of Delaware which periodically examines its affairs. It is also
subject to the insurance laws and regulations of all jurisdictions where it is
authorized to do business. A copy of the Policy form has been filed with, and
where required approved by, insurance officials in each jurisdiction where the
Policies are sold. PLACA is required to submit annual statements of its
operations, including financial statements, to the insurance departments of the
various jurisdictions in which it does business for the purposes of determining
solvency and compliance with local insurance laws and regulations.

EXPERTS

The Financial Statements of PLACA and the Providentmutual Variable Life
Separate Account will be filed by Pre-Effective Amendment to this Registration
Statement.

Actuarial matters included in the Prospectus have been examined by Scott V.
Carney, FSA, MAAA, Assistant Vice President and Actuary of PMLIC, as stated in
his opinion filed as an exhibit to the Registration Statement.

45
<PAGE> 55

LEGAL MATTERS

Sutherland, Asbill & Brennan of Washington, D.C. has provided advice on
legal matters relating to certain aspects of Federal securities law applicable
to the issue and sale of the Policies. Matters of the State of Delaware law
pertaining to the Policies, including PLACA's right to issue the Policies and
its qualification to do so under applicable laws and regulations issued
thereunder, have been passed upon by Linda E. Senker, Legal Officer of PLACA.

FINANCIAL STATEMENTS

The Financial Statements of PLACA and the Providentmutual Variable Life
Separate Account will be filed by Pre-Effective Amendment to this Registration
Statement.

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<PAGE> 56

APPENDIX A

ILLUSTRATION OF DEATH BENEFITS, POLICY ACCOUNT VALUES

AND NET CASH SURRENDER VALUES

The following tables illustrate how the Death Benefits, Policy Account
Values and Net Cash Surrender Values of a Policy may change with the investment
experience of the Subaccounts. The tables show how the Death Benefits, Policy
Account Values and Net Cash Surrender Values of a Policy issued to two Insureds
of given ages and sexes would vary over time if the investment return on the
assets held in each Portfolio of the Fund and Trust were a uniform, gross,
annual rate of 0%, 6% and 12%.

The tables on pages A-3 to A-8 illustrate a Policy issued to a male
Insured, Age 40 and a female Insured, Age 40, both in the Preferred Premium
Class with a Face Amount of $100,000 and a Planned Periodic Premium of $1,000
paid at the beginning of each Policy Year. The Death Benefits, Policy Account
Values and Net Cash Surrender Values would be lower if either Insured was in a
nonsmoker or smoker class or a class with extra ratings, since the cost of
insurance charges would increase. Also, the values would be different from those
shown if the gross annual investment returns averaged 0%, 6% and 12% over a
period of years, but fluctuated above and below those averages for individual
Policy Years.

The second column of the tables show the amount to which the premiums would
accumulate if an amount equal to those premiums were invested to earn interest,
after taxes, at 5% compounded annually. The columns shown under the heading
"Guaranteed" assume that throughout the life of the policy, the monthly charge
for cost of insurance is based on the maximum level permitted under the Policy
(based on the 1980 CSO Smoker/Nonsmoker Table), a Premium Expense Charge of
8.25% (2% Premium Tax Charge, 5% of Premium Sales Charge and 1.25% Federal Tax
Charge) in all Policy Years, a maximum monthly administrative fee of $15.00, the
initial administrative charge of $43.50 in each of the first 12 policy months,
and a daily charge for mortality and expense risks equivalent to an annual rate
of 0.90%; the columns under the heading "Current" assume that throughout the
life of the Policy, the monthly charge for cost of insurance is based on the
current cost of insurance rate, a Premium Expense Charge of 8.25% in Policy
Years 1 through 15 and 3.25% (2% Premium Tax Charge and 1.25% Federal Tax
Charge) thereafter, the current monthly administrative fee of $8.50, the initial
administrative charge of $43.50 in each of the first 12 policy months, and a
daily charge for mortality and expense risks equivalent to an annual rate of
0.65%.

The amounts shown in all tables reflect an averaging of certain other asset
charges described below that may be assessed under the Policy, depending upon
how premiums are allocated. The total of the asset charges reflected in the
Current and Guaranteed illustrations, including the Mortality and Expense Risk
Charge listed above, is 1.47% and 1.72%, respectively. This total charge is
based on an assumption that an Owner allocates the Policy values equally among
each Subaccount of the Variable Account. These asset charges reflect an
investment advisory fee of 0.61% which represents an average of the fees
incurred by the Portfolios during the most recent fiscal year and expenses of
0.21% which is based on an average of the actual expenses incurred by the
Portfolios during the most recent fiscal year. For all of the Portfolios, the
annual expenses used in the illustrations are net of certain reimbursements that
may or may not continue.

Currently there is an expense reimbursement agreement between PMLIC and the
Market Street Fund, Inc. ("MS Fund") pursuant to which PMLIC reimburses MS Fund
expenses, excluding investment advisory fees, in excess of 0.40% for all
Portfolios except the International Portfolio and 0.75% for the International
Portfolio. There was no reimbursement in 1995. The MS Fund expenses, excluding
advisory fees, during 1995 were 0.27% for the Growth Portfolio, 0.25% for the
Money Market Portfolio, 0.25% for the Bond Portfolio, 0.26% for the Managed
Portfolio, 0.27% for the Aggressive Growth Portfolio and 0.40% for the
International Portfolio. It is anticipated that this agreement will continue
past the current year. If it does not continue, Fund expenses may increase.

Absent reimbursements, the investment advisory fees and other expenses
during the most recent fiscal year for the portfolios were:

VIP Fund Equity-Income Portfolio 0.61%, VIP Fund Growth Portfolio
0.70%, VIP Fund High Income Portfolio 0.71%, VIP Fund overseas Portfolio
0.91%, VIP Fund II Asset Manager

A-1
<PAGE> 57

Portfolio 0.81%, VIP Fund II Index 500 Portfolio 0.47%, VIP Fund II
Investment Grade Bond Portfolio 0.59%, VIP Fund II Contrafund Portfolio
0.72%, Alger American Small Capitalization Portfolio 0.92%, AMT Growth
Portfolio 0.89%, AMT Balanced Portfolio 0.97%, AMT Limited Maturity Bond
Portfolio 0.72%, TCI Growth Portfolio 1.0%, and Van Eck Worldwide Bond
Portfolio 0.98% and Van Eck Gold and Natural Resources Portfolio 0.96%. Van
Eck Worldwide Emerging Markets Portfolio was not available in 1995.

The tables also reflect the fact that no charges for Federal or state
income taxes are currently made against the Subaccounts. If such a charge is
made in the future, it would take a higher gross annual rate of return to
produce the same Policy values.

The tables illustrate the Policy values that would result based upon the
hypothetical investment rates of return if premiums are paid and allocated as
indicated, no amounts are allocated to the Guaranteed Account, and no Policy
loans are made. The tables are also based on the assumption that the Owner has
not requested a decrease in the Face Amount, that no partial withdrawals have
been made and no transfers have been made in any Policy Year.

Upon request, PLACA will provide a comparable illustration based upon the
proposed Insureds' Ages and Premium Classes, the Death Benefit Option, Face
Amount, Planned Periodic Premium and riders requested. PLACA reserves the right
to charge a reasonable fee for this service to persons who request more than one
policy illustration during a Policy Year.

A-2
<PAGE> 58

PLACA

FLEXIBLE PREMIUM ADJUSTABLE SURVIVORSHIP VARIABLE LIFE INSURANCE

$100,000 FACE AMOUNT MALE INSURED--ISSUE AGE 40--PREFERRED

FEMALE INSURED--ISSUE AGE 40--PREFERRED

DEATH BENEFIT OPTION A ANNUAL PREMIUM $1,000

ASSUMING HYPOTHETICAL GROSS ANNUAL RATE OF RETURN 0%

<TABLE>
<CAPTION>
GUARANTEED* CURRENT**
PREMIUMS --------------------------------- ---------------------------------
END OF ACCUMULATED POLICY NET CASH POLICY NET CASH
POLICY AT 5% INT. ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------ ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,050 384 0 100,000 464 0 100,000
2 2,153 1,099 376 100,000 1,259 535 100,000
3 3,310 1,801 1,038 100,000 2,041 1,278 100,000
4 4,526 2,489 1,686 100,000 2,810 2,007 100,000
5 5,802 3,163 2,320 100,000 3,566 2,722 100,000
6 7,142 3,824 2,940 100,000 4,309 3,425 100,000
7 8,549 4,471 3,561 100,000 5,038 4,128 100,000
8 10,027 5,103 4,193 100,000 5,753 4,844 100,000
9 11,578 5,721 4,811 100,000 6,455 5,545 100,000
10 13,207 6,324 5,415 100,000 7,142 6,232 100,000
11 14,917 6,912 6,003 100,000 7,814 6,904 100,000
12 16,713 7,484 6,757 100,000 8,470 7,742 100,000
13 18,599 8,040 7,494 100,000 9,110 8,564 100,000
14 20,579 8,577 8,213 100,000 9,731 9,367 100,000
15 22,657 9,095 8,913 100,000 10,334 10,152 100,000
16 24,840 9,592 9,592 100,000 10,966 10,966 100,000
17 27,132 10,066 10,066 100,000 11,574 11,574 100,000
18 29,539 10,516 10,516 100,000 12,166 12,166 100,000
19 32,066 10,941 10,941 100,000 12,749 12,749 100,000
20 34,719 11,337 11,337 100,000 13,326 13,326 100,000
25 50,113 12,724 12,724 100,000 16,061 16,061 100,000
30 69,760 12,353 12,353 100,000 18,184 18,184 100,000
</TABLE>

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

* These values reflect investment results using maximum cost of insurance
rates, mortality and expense risk, premium expense and administrative charges
and the maximum transaction charge for the zero coupon bond account.

** These values reflect investment results using current cost of insurance
rates, mortality and expense risk, premium expense and administrative charges
and the current transaction charge for the zero coupon bond account.

The death benefit may, and the policy account values and net cash surrender
values will differ if premiums are paid in different amounts or frequencies.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN, THE DEATH
BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE POLICY AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE DIFFERENT RATES OR RETURN OF THE SEPARATE ACCOUNTS IF
THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGED 0%, 6%
OR 12%, BUT VARIED ABOVE OR BELOW THAT AVERAGE FOR PARTICULAR SEPARATE ACCOUNTS.
NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

A-3
<PAGE> 59

PLACA

FLEXIBLE PREMIUM ADJUSTABLE SURVIVORSHIP VARIABLE LIFE INSURANCE

$100,000 FACE AMOUNT MALE INSURED--ISSUE AGE 40--PREFERRED

FEMALE INSURED--ISSUE AGE 40--PREFERRED

DEATH BENEFIT OPTION A ANNUAL PREMIUM $1,000

ASSUMING HYPOTHETICAL GROSS ANNUAL RATE OF RETURN 6%

<TABLE>
<CAPTION>
GUARANTEED* CURRENT**
PREMIUMS --------------------------------- ---------------------------------
END OF ACCUMULATED POLICY NET CASH POLICY NET CASH
POLICY AT 5% INT. ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------ ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,050 422 0 100,000 504 0 100,000
2 2,153 1,209 486 100,000 1,379 655 100,000
3 3,310 2,029 1,265 100,000 2,292 1,528 100,000
4 4,526 2,881 2,077 100,000 3,244 2,440 100,000
5 5,802 3,766 2,923 100,000 4,236 3,392 100,000
6 7,142 4,687 3,803 100,000 5,270 4,386 100,000
7 8,549 5,643 4,733 100,000 6,347 5,437 100,000
8 10,027 6,636 5,727 100,000 7,470 6,560 100,000
9 11,578 7,668 6,758 100,000 8,638 7,728 100,000
10 13,207 8,738 7,828 100,000 9,854 8,945 100,000
11 14,917 9,848 8,938 100,000 11,120 10,211 100,000
12 16,713 10,999 10,271 100,000 12,437 11,709 100,000
13 18,599 12,191 11,645 100,000 13,805 13,259 100,000
14 20,579 13,424 13,061 100,000 15,226 14,862 100,000
15 22,657 14,700 14,519 100,000 16,701 16,519 100,000
16 24,840 16,019 16,019 100,000 18,283 18,283 100,000
17 27,132 17,380 17,380 100,000 19,924 19,924 100,000
18 29,539 18,783 18,783 100,000 21,631 21,631 100,000
19 32,066 20,229 20,229 100,000 23,416 23,416 100,000
20 34,719 21,718 21,718 100,000 25,283 25,283 100,000
25 50,113 29,728 29,728 100,000 35,945 35,945 100,000
30 69,760 38,270 38,270 100,000 48,940 48,940 100,000
</TABLE>

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

The death benefit may, and the policy account values and net cash surrender
values will differ if premiums are paid in different amounts or frequencies.

A-4
<PAGE> 60

PLACA

FLEXIBLE PREMIUM ADJUSTABLE SURVIVORSHIP VARIABLE LIFE INSURANCE

$100,000 FACE AMOUNT MALE INSURED--ISSUE AGE 40--PREFERRED

FEMALE INSURED--ISSUE AGE 40--PREFERRED

DEATH BENEFIT OPTION A ANNUAL PREMIUM $1,000

ASSUMING HYPOTHETICAL GROSS ANNUAL RATE OF RETURN 12%

<TABLE>
<CAPTION>
GUARANTEED* CURRENT**
PREMIUMS --------------------------------- ---------------------------------
END OF ACCUMULATED POLICY NET CASH POLICY NET CASH
POLICY AT 5% INT. ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------ ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,050 459 0 100,000 544 0 100,000
2 2,153 1,324 601 100,000 1,504 781 100,000
3 3,310 2,275 1,511 100,000 2,563 1,799 100,000
4 4,526 3,320 2,516 100,000 3,729 2,925 100,000
5 5,802 4,468 3,624 100,000 5,014 4,170 100,000
6 7,142 5,729 4,846 100,000 6,430 5,546 100,000
7 8,549 7,115 6,205 100,000 7,990 7,080 100,000
8 10,027 8,638 7,728 100,000 9,708 8,798 100,000
9 11,578 10,310 9,400 100,000 11,601 10,692 100,000
10 13,207 12,147 11,237 100,000 13,686 12,776 100,000
11 14,917 14,165 13,255 100,000 15,983 15,073 100,000
12 16,713 16,380 15,653 100,000 18,512 17,784 100,000
13 18,599 18,813 18,267 100,000 21,298 20,752 100,000
14 20,579 21,484 21,120 100,000 24,365 24,001 100,000
15 22,657 24,416 24,234 100,000 27,742 27,560 100,000
16 24,840 27,635 27,635 100,000 31,517 31,517 100,000
17 27,132 31,170 31,170 100,000 35,675 35,675 100,000
18 29,539 35,050 35,050 100,000 40,261 40,261 100,000
19 32,066 39,313 39,313 100,000 45,326 45,326 100,000
20 34,719 43,996 43,996 100,000 50,923 50,923 100,000
25 50,113 75,412 75,412 100,000 89,008 89,008 108,590
30 69,760 126,100 126,100 146,276 151,282 151,282 175,488
</TABLE>

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

The death benefit may, and the policy account values and net cash surrender
values will differ if premiums are paid in different amounts or frequencies.

A-5
<PAGE> 61

PLACA

FLEXIBLE PREMIUM ADJUSTABLE SURVIVORSHIP VARIABLE LIFE INSURANCE

$100,000 FACE AMOUNT MALE INSURED--ISSUE AGE 40--PREFERRED

FEMALE INSURED--ISSUE AGE 40--PREFERRED

DEATH BENEFIT OPTION B ANNUAL PREMIUM $1,000

ASSUMING HYPOTHETICAL GROSS ANNUAL RATE OF RETURN 0%

<TABLE>
<CAPTION>
GUARANTEED* CURRENT**
PREMIUMS --------------------------------- ---------------------------------
END OF ACCUMULATED POLICY NET CASH POLICY NET CASH
POLICY AT 5% INT. ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------ ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,050 384 0 100,384 464 0 100,464
2 2,153 1,099 376 101,099 1,259 535 101,259
3 3,310 1,801 1,038 101,801 2,041 1,277 102,041
4 4,526 2,489 1,685 102,489 2,810 2,006 102,810
5 5,802 3,163 2,320 103,163 3,565 2,722 103,565
6 7,142 3,823 2,940 103,823 4,308 3,424 104,308
7 8,549 4,469 3,559 104,469 5,036 4,127 105,036
8 10,027 5,101 4,191 105,101 5,751 4,842 105,751
9 11,578 5,718 4,808 105,718 6,452 5,542 106,452
10 13,207 6,320 5,410 106,320 7,137 6,227 107,137
11 14,917 6,906 5,996 106,906 7,807 6,897 107,807
12 16,713 7,475 6,748 107,475 8,460 7,733 108,460
13 18,599 8,027 7,481 108,027 9,096 8,550 109,096
14 20,579 8,560 8,196 108,560 9,713 9,349 109,713
15 22,657 9,072 8,890 109,072 10,309 10,127 110,309
16 24,840 9,562 9,562 109,562 10,932 10,932 110,932
17 27,132 10,027 10,027 110,027 11,531 11,531 111,531
18 29,539 10,466 10,466 110,466 12,110 12,110 112,110
19 32,066 10,876 10,876 110,876 12,681 12,681 112,681
20 34,719 11,255 11,255 111,255 13,244 13,244 113,244
25 50,113 12,480 12,480 112,480 15,904 15,904 115,904
30 69,760 11,702 11,702 111,702 17,850 17,850 117,850
</TABLE>

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

The death benefit may, and the policy account values and net cash surrender
values will differ if premiums are paid in different amounts or frequencies.

A-6
<PAGE> 62

PLACA

FLEXIBLE PREMIUM ADJUSTABLE SURVIVORSHIP VARIABLE LIFE INSURANCE

$100,000 FACE AMOUNT MALE INSURED--ISSUE AGE 40--PREFERRED

FEMALE INSURED--ISSUE AGE 40--PREFERRED

DEATH BENEFIT OPTION B ANNUAL PREMIUM $1,000

ASSUMING HYPOTHETICAL GROSS ANNUAL RATE OF RETURN 6%

<TABLE>
<CAPTION>
GUARANTEED* CURRENT**
PREMIUMS --------------------------------- ---------------------------------
END OF ACCUMULATED POLICY NET CASH POLICY NET CASH
POLICY AT 5% INT. ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------ ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,050 422 0 100,422 504 0 100,504
2 2,153 1,209 486 101,209 1,379 655 101,379
3 3,310 2,029 1,265 102,029 2,292 1,528 102,292
4 4,526 2,880 2,077 102,880 3,243 2,440 103,243
5 5,802 3,766 2,922 103,766 4,235 3,392 104,235
6 7,142 4,686 3,802 104,686 5,269 4,385 105,269
7 8,549 5,641 4,732 105,641 6,345 5,436 106,345
8 10,027 6,634 5,724 106,634 7,467 6,557 107,467
9 11,578 7,663 6,753 107,663 8,634 7,724 108,634
10 13,207 8,731 7,821 108,731 9,848 8,938 109,848
11 14,917 9,838 8,928 109,838 11,110 10,200 111,110
12 16,713 10,984 10,257 110,984 12,422 11,694 112,422
13 18,599 12,171 11,625 112,171 13,783 13,237 113,783
14 20,579 13,397 13,033 113,397 15,195 14,831 115,195
15 22,657 14,662 14,480 114,662 16,658 16,476 116,658
16 24,840 15,966 15,966 115,966 18,224 18,224 118,224
17 27,132 17,308 17,308 117,308 19,843 19,843 119,843
18 29,539 18,687 18,687 118,687 21,524 21,524 121,524
19 32,066 20,102 20,102 120,102 23,280 23,280 123,280
20 34,719 21,551 21,551 121,551 25,115 25,115 125,115
25 50,113 29,120 29,120 129,120 35,546 35,546 135,546
30 69,760 36,241 36,241 136,241 47,923 47,923 147,923
</TABLE>

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

The death benefit may, and the policy account values and net cash surrender
values will differ if premiums are paid in different amounts or frequencies.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH
BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE POLICY AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE DIFFERENT RATES OF RETURN OF THE SEPARATE ACCOUNTS IF
THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 0%, 6% OR
12%, BUT VARIED ABOVE OR BELOW THAT AVERAGED FOR PARTICULAR SEPARATE ACCOUNTS.
NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

A-7
<PAGE> 63

PLACA

FLEXIBLE PREMIUM ADJUSTABLE SURVIVORSHIP VARIABLE LIFE INSURANCE

$100,000 FACE AMOUNT MALE INSURED--ISSUE AGE 40--PREFERRED

FEMALE INSURED--ISSUE AGE 40--PREFERRED

DEATH BENEFIT OPTION B ANNUAL PREMIUM $1,000

ASSUMING HYPOTHETICAL GROSS ANNUAL RATE OF RETURN 12%

<TABLE>
<CAPTION>
GUARANTEED* CURRENT**
PREMIUMS --------------------------------- ---------------------------------
END OF ACCUMULATED POLICY NET CASH POLICY NET CASH
POLICY AT 5% INT. ACCOUNT SURRENDER DEATH ACCOUNT SURRENDER DEATH
YEAR PER YEAR VALUE VALUE BENEFIT VALUE VALUE BENEFIT
- ------ ----------- ------- --------- ------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1,050 459 0 100,459 544 0 100,544
2 2,153 1,324 601 101,324 1,504 781 101,504
3 3,310 2,275 1,511 102,275 2,563 1,799 102,563
4 4,526 3,319 2,516 103,319 3,729 2,925 103,729
5 5,802 4,467 3,624 104,467 5,013 4,170 105,013
6 7,142 5,728 4,845 105,728 6,429 5,545 106,429
7 8,549 7,113 6,203 107,113 7,987 7,078 107,987
8 10,027 8,634 7,724 108,634 9,704 8,795 109,704
9 11,578 10,304 9,394 110,304 11,595 10,685 111,595
10 13,207 12,138 11,228 112,138 13,676 12,766 113,676
11 14,917 14,150 13,240 114,150 15,967 15,058 115,967
12 16,713 16,359 15,631 116,359 18,489 17,761 118,489
13 18,599 18,781 18,235 118,781 21,262 20,716 121,262
14 20,579 21,437 21,073 121,437 24,313 23,949 124,313
15 22,657 24,349 24,167 124,349 27,667 27,485 127,667
16 24,840 27,539 27,539 127,539 31,410 31,410 131,410
17 27,132 31,034 31,034 131,034 35,522 35,522 135,522
18 29,539 34,862 34,862 134,862 40,051 40,051 140,051
19 32,066 39,052 39,052 139,052 45,048 45,048 145,048
20 34,719 43,639 43,639 143,639 50,563 50,563 150,563
25 50,113 73,805 73,805 173,805 87,942 87,942 187,942
30 69,760 120,083 120,083 220,083 148,459 148,459 248,459
</TABLE>

The death benefit may, and the policy account values and net cash surrender
values will differ if premiums are paid in different amounts or frequencies.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RESULTS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. THE DEATH
BENEFIT, POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO
THE POLICY AVERAGED 0%, 6% OR 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED
ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS. THE DEATH BENEFIT,
POLICY ACCOUNT VALUE AND NET CASH SURRENDER VALUE FOR A POLICY WOULD ALSO BE
DIFFERENT FROM THOSE SHOWN, DEPENDING ON THE INVESTMENT ALLOCATIONS MADE TO THE
SEPARATE ACCOUNTS AND THE DIFFERENT RATES OF RETURN OF THE SEPARATE ACCOUNTS IF
THE ACTUAL RATES OF INVESTMENT RETURN APPLICABLE TO THE POLICY AVERAGE 0%, 6% OR
12%, BUT VARIED ABOVE OR BELOW THAT AVERAGED FOR PARTICULAR SEPARATE ACCOUNTS.
NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

A-8
<PAGE> 64

APPENDIX B

LONG TERM MARKET TRENDS

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

The data indicates that, historically, the investment performance of common
stocks over long periods of time has been positive and has generally been
superior to that of long-term, high-grade debt securities. Common stocks have,
however, been subject to more dramatic market adjustments over short periods of
time. To the extent that cash value is allocated to separate accounts which
invest in common stocks, these trends indicate the potential advantages of
holding a variable life insurance policy for a long period of time.

The following chart illustrates the compound annual returns of the S&P 500
Composite Stock Price Index for each of the 20-year periods shown. These returns
are compared to the compound annual returns of high-grade corporate bonds and
U.S. Treasury bills for the same periods. (The 20-year periods selected for the
chart begin in 1936 and have ending periods at five year intervals.)

LOGO
- ---------------
*Sources: Common stock returns--Standard & Poor's 500 Composite Stock Price
Index. Corporate bond returns--Salomon Brothers Long Term High Grade Corporate
Bond Index, and U.S. Treasury Bill returns--C.R.S.P. U.S. Government Bond File
through 1976 and The Wall Street Journal thereafter. All data from: (C)Ibbotson,
Roger G., and Rex A. Sinquefield, Stocks, Bonds, Bills and Inflation (SBBI),
1982, updated in Stocks, Bonds, Bills and Inflation 1996 Yearbook(TM), Ibbotson
Associates, Inc., Chicago. All rights reserved.

B-1
<PAGE> 65

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

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

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

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

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

From 1926 through 1995 the compound annual return for common stocks was
10.5%, compared to 5.7% for high-grade, long-term corporate bonds, 5.2% for
Long-Term Government Bonds, 3.7% for U.S. Treasury bills and 3.1% for the
Consumer Price Index.
------------------------

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

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

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

THE CHART IS NOT A PROJECTION OR REPRESENTATION OF FUTURE STOCK MARKET
RESULTS. IT CANNOT BE TAKEN AS REPRESENTATIVE OF THE PERFORMANCE OF ANY ONE
SEPARATE ACCOUNT. Rather it shows the historic performance of a broad index of
stocks over arbitrarily selected time periods.

PERCENT OF HOLDING PERIODS WITH THE FOLLOWING RETURNS:

<TABLE>
<CAPTION>
GREATER
THAN
HOLDING NEGATIVE 0-5.00% 5.01-10.00% 10.01-15.00% 15.01-20.00% 20.00%
PERIOD RETURN RETURN RETURN RETURN RETURN RETURN
- --------- --------- ------- ----------- ------------ ------------ -------
<S> <C> <C> <C> <C> <C> <C>
1 year 28.6% 4.3% 11.4% 7.1% 11.4% 37.1%
5 years 10.6% 15.2% 15.2% 33.3% 16.7% 9.1%
10 years 3.3% 11.7% 36.1% 23.0% 24.6% 1.6%
20 years 0.0% 5.9% 33.3% 54.9% 5.9% 0.0%
</TABLE>

- ---------------
Source: All basic data from: (C)Ibbotson, Roger G., and Rex A. Sinquefield,
Stocks, Bonds, Bills and Inflation (SBBI), 1982, updated in Stocks, Bonds, Bills
and Inflation 1996 Yearbook(TM), Ibbotson Associates, Inc., Chicago. All rights
reserved.

B-2
<PAGE> 66

TREASURY BILLS ADJUSTED FOR INFLATION

The data below show the annual rate of return over 20-year holding periods
of U.S. Treasury Bills after adjusting for inflation as measured by the Urban
Consumer Price Index. This annual rate, as adjusted, is also called the real
interest rate and is represented as the real interest rate in the chart below.
U.S. Treasury Bills are considered to be one of the safest kinds of investments,
as they are backed by the U.S. government. However, the highest
inflation-adjusted return of U.S. Treasury Bills over the historic 20-year
periods presented below has been modest.

Graph of Treasury Bills Adjusted for Inflation

Selected 20-year periods ending on year shown above.
- ---------------
Source: All basic data from: (C)Ibbotson, Roger G., and Rex A. Sinquefield,
Stocks, Bonds, Bills and Inflation (SBBI), 1982, updated in Stocks, Bonds, Bills
and Inflation 1996 Yearbook(TM), Ibbotson Associates, Inc., Chicago. All rights
reserved.
---------------------------

THE "DOLLAR COST AVERAGING" INVESTMENT METHOD

As the Compound Annual Returns graph indicates, the investment performance
of many common stocks has generally been positive over certain relatively long
periods. Common stocks have, however, also been subject to market declines,
often dramatic ones, and general volatility of prices over shorter time periods.
The price fluctuations of common stocks has historically been greater than that
of high-grade debt securities.

The relative volatility of common stock prices as compared with prices of
high-grade debt instruments offers both advantages and disadvantages to
investors. Unfortunately, many investors who otherwise might be interested in
common stocks see only the disadvantages and not the advantages of stock price
fluctuation. The primary disadvantage, of course, is that price declines can be
prolonged and substantial, and when this occurs, investors cannot liquidate
their investments without realizing losses. Price declines, however, also offer
investors important opportunities.

Opportunity arises from the fact that investors can purchase more common
stock for the same amount of money than they would before prices declined.
Investors may take advantage of this if they remain willing to

B-3
<PAGE> 67

continue investing in both rising and falling markets. The dollar cost averaging
method of investing demonstrates this.

In this method of investing:

- Relatively constant dollar amounts are invested at regular intervals
(monthly, quarterly, or annually).

- Stock market fluctuations, especially the savings on purchases from price
declines, are exploited for the investor's benefit.

HOW DOLLAR COST AVERAGING WORKS

<TABLE>
<CAPTION>
INVESTMENTS AT COMMON STOCK SHARES
REGULAR INTERVALS MARKET PRICE PURCHASED
- ----------------- ------------ ---------
<S> <C> <C>
$ 150 $ 20 7.5
150 15 10.0
150 10 15.0
150 5 30.0
150 10 15.0
150 15 10.0
------ ---------
$ 900 87.5
Total Value of 87.5 shares @ $15/share $1,312.50
Less Investment made (900.00)
---------
Gain/Profit $ 412.50
</TABLE>

Though the market price has not returned to the initial high of $20 per
share, dollar cost averaging has permitted the investor to purchase more shares
at a savings and thus realize a significant gain. Obviously, the dollar cost
averaging method only works if the investor continues to invest relatively
constant amounts over a long period of time.

This plan of investing does not assure a profit or protect against a loss
in declining markets; it does allow investors to take advantage of market
fluctuations. Since the success of this strategy is dependent on systematic
investing, purchasers should consider their ability to sustain their payments
through all periods of marketing fluctuations.

How does the dollar cost averaging method relate to a variable life
insurance policy? A policyowner may invest his or her net premiums in a separate
account, and, although a Policy's value in the separate accounts is affected by
several factors other than investment experience (e.g., cash value charges and
charges against the separate account), the dollar cost averaging method can be
generally applied to the Policy to the extent that the policyowner pays premiums
on a regular basis and he or she allocates net premiums to separate accounts
which invest in common stocks in relatively constant amounts.

B-4
<PAGE> 68

PART II

OTHER INFORMATION
UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

RULE 484 UNDERTAKING

Article VIII of PLACA's By-Laws provides, in part:

To the fullest extent permitted by law, the Company shall indemnify
any present, former or future Director, officer, or employee of the Company
or any person who may serve or has served at its request as officer or
Director of another corporation of which the Company is a creditor or
stockholder, against the reasonable expenses, including attorney's fees,
necessarily incurred in connection with the defense of any action, suit or
other proceeding to which any of them is made a party because of service as
Director, officer or employee of the Company or such other corporation, or
in connection with any appeal therein, and against any amounts paid by such
Director, officer or employee in settlement of, or in satisfaction of a
judgement or fine in, any such action or proceeding, except expenses
incurred in defense of or amounts paid in connection with any action, suit
or other proceeding in which such Director, officer or employee shall be
adjudged to be liable for negligence or misconduct in the performance of
his duty.

Insofar as indemnification or liability arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provision, 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 any 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 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.

REPRESENTATIONS PURSUANT TO RULE 6E-3(T)

This filing is made pursuant to Rule 6c-3 and 6e-3(T) under the Investment
Company Act of 1940. Registrant elects to be governed by Rule
6e-3(T)(b)(13)(i)(A).

Registrant makes the following representations:

(1) Section 6e-3(T)(b)(13)(iii)(F) has been relied upon.

(2) The level of the Mortality and Expense Risk Charge and the
Guaranteed Minimum Death Benefit Charge is within the range of industry
practice for comparable flexible premium variable life insurance policies.
The methodology used to support this representation is based on analysis of
other policies registered under the Securities Act of 1933, including the
level of other expense charges, and uncertainties in terms of expense and
mortality factors. Registrant undertakes to keep and make available to the
Commission upon request the documents used to support this representation.

(3) Registrant has concluded that there is a reasonable likelihood
that the distribution financing arrangement of the Variable Account
comprising the Registrant will benefit the Variable Account and

II-1
<PAGE> 69

Owners and the Registrant will keep and make available to the Commission on
request a memorandum setting forth the basis for this representation.

(4) The Variable Account comprising the Registrant will invest only in
management investment companies which have undertaken to have a board of
directors, a majority of whom are not interested persons of the company,
formulate and approve any plan under Rule 12b-1 to finance distribution
expenses.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

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

The Prospectus consisting of pages.

The undertaking to file report.

Rule 484 undertaking.

Representations pursuant to Rule 6e-3(T).

The signatures.

The following exhibits:

<TABLE>
<S> <C> <C> <C> <C>
1.A. (1) (a) Resolution adopted by the Board of Directors of PLACA establishing the
Providentmutual Variable Life Separate Account(1)
(2)
None
(3) (a) (i)
Underwriting Agreement(2)
(b) (i)
Personal Producing General Agent's Agreement, Supplement and Commission
Schedule(2)
(ii)
Personal Producing Agent's Agreement, Supplement and Commission Schedule(2)
(iii)
Personal General Agent's Agreement, Supplement and Commission Schedule(2)
(d)
Form of Selling Agreement between PML and Broker-Dealers(2)
(4)
Inapplicable
(5) (a)
Individual Flexible Premium Adjustable Variable Life Insurance Policy(1)
(6) (a)
Charter of PLACA(1)
(b)
By-Laws of PLACA(1)
(7)
Inapplicable
(8)
Inapplicable
(9)
Inapplicable
(10)
The form of Application (see Exhibit 1.A.(5)(a)(i))(3)(1)
2. See Exhibits 1.A.(5)
3. Opinion and consent of Linda E. Senker, Esquire
4. Inapplicable
5. Inapplicable
6. Opinion and consent of Scott V. Carney, FSA, MAAA
7.A. Consent of Sutherland, Asbill & Brennan(4)
B. Consent of Coopers & Lybrand L.L.P.
</TABLE>

II-2
<PAGE> 70

<TABLE>
<S> <C> <C> <C> <C>
8. Memorandum on Issuance, Transfer and Redemption(2)
9.A. Participation Agreement among Market Street Fund, Inc., Provident Mutual
Life Insurance Company of Philadelphia and PML Securities Company(2)
B. Participation Agreement among Variable Insurance Products Fund, Fidelity
Distributors Corporation and PLACA(2)
C. Participation Agreement among Variable Insurance Products Fund II,
Fidelity Distributors Corporation and PLACA(2)
D. Sales Agreement between Neuberger & Berman Advisers Management Trust and
PLACA(2)
E. Participation Agreement between TCI Portfolios, Inc. and PLACA(2)
F. Participation Agreement between Van Eck Investment Trust and PLACA(2)
G. Participation Agreement among The Alger American Fund, Provident Mutual
Life Insurance Company, Providentmutual Life and Annuity Company of
America and Fred Alger and Company Incorporated.(3)
</TABLE>

- ---------------
(1) Incorporated herein by reference to the Registration Statement filed on Form
S-6 on August 23, 1994 (File No. 33-83138).

(2) Incorporated herein by reference to the Pre-Effective Amendment No. 1 to the
Registration Statement filed on Form S-6 on January 18, 1995 (File No.
33-83138).

(3) Incorporated herein by reference to the Post-Effective Amendment No. 6 to
the Registration Statement filed on Form S-6 on April 30, 1996 (File No.
33-83138).

(4) To be filed by Pre-Effective Amendment to this Registration Statement.

II-3
<PAGE> 71

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND THE
INVESTMENT COMPANY ACT OF 1940, PROVIDENTMUTUAL VARIABLE LIFE SEPARATE ACCOUNT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, AND ITS SEAL TO BE HEREUNTO AFFIXED AND
ATTESTED, ALL IN NEW CASTLE COUNTY, STATE OF DELAWARE ON THIS DAY OF
AUGUST, 1996.

PROVIDENTMUTUAL VARIABLE LIFE
SEPARATE ACCOUNT (Registrant)

<TABLE>
<S> <C>
Attest: /s/ LINDA E. SENKER By: /s/ ROBERT W. KLOSS
- ---------------------------------------- ----------------------------------------
ROBERT W. KLOSS
President
By:PROVIDENTMUTUAL LIFE AND ANNUITY
Company of America (Depositor)
Attest: /s/ LINDA E. SENKER By: /s/ ROBERT W. KLOSS
- ---------------------------------------- ----------------------------------------
ROBERT W. KLOSS
President
</TABLE>

AS REQUESTED BY THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS
BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES
INDICATED.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------------------------------------- ------------------------------- ----------------
<C> <S> <C>
/s/ ROBERT W. KLOSS Director and President August , 1996
- ----------------------------------------
ROBERT W. KLOSS

/s/ STEPHEN L. WHITE Actuarial Officer (Principal August , 1996
- ---------------------------------------- Financial Officer)
STEPHEN L. WHITE

/s/ MARY LYNN FINELLI Financial Reporting Officer August , 1996
- ---------------------------------------- (Principal Accounting
MARY LYNN FINELLI Officer)

/s/ GERALD B. BEAM Director August , 1996
- ----------------------------------------
GERALD B. BEAM

/s/ STANLEY R. REBER Director August , 1996
- ----------------------------------------
STANLEY R. REBER

/s/ CHARLENE PARSONS Director August , 1996
- ----------------------------------------
CHARLENE PARSONS
</TABLE>

II-4
<PAGE> 72

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- ---------------------------------------- ------------------------------- ----------------
<C> <S> <C>
/s/ DAVID N. INGRAM Director August , 1996
- ----------------------------------------
DAVID N. INGRAM

/s/ EDWARD R. BOOK Director August , 1996
- ----------------------------------------
EDWARD R. BOOK
</TABLE>

II-5

<PAGE> 1

August 7, 1996

Providentmutual Life and Annuity Company of America
300 Continental Drive
Newark, DE 19713

Gentlemen:

I hereby consent to the reference to my name under the caption "Legal Matters"
in the Prospectus filed as part of the Registration Statement on Form S-6 for
the Providentmutual Variable Life Separate Account.

Sincerely,

/s/ Linda E. Senker
----------------------
Linda E. Senker
Legal Officer
LES/ja

<PAGE> 1

August 7, 1996

Providentmutual Life and Annuity Company of America
300 Continental Drive
Newark, DE 19713

Gentlemen:

I hereby consent to the reference to my name under the caption "Experts" in the
Prospectus filed as part of the Registration Statement on Form S-6 for the
Providentmutual Variable Life Separate Account.

Sincerely,

/s/ Scott V. Carney
--------------------------
Scott V. Carney, FSA, MAAA
Actuary
SVC/LES/ja