NEW ENGLAND VARIABLE ANNUITY SEPARATE ACCOUNT, N-4, 2000-12-12

NEW ENGLAND VARIABLE ANNUITY SEPARATE ACCOUNT
N-4, 2000-12-12

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<PAGE>

As filed with Securities and Exchange Commission on
December 12, 2000
Registration Nos. 333- _______
811-8828

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. [ ]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 16 [X]
(CHECK APPROPRIATE BOX OR BOXES)
-----------------------

NEW ENGLAND VARIABLE ANNUITY SEPARATE ACCOUNT
(Exact Name of Registrant)
NEW ENGLAND LIFE INSURANCE COMPANY
(Name of Depositor)
501 Boylston Street, Boston, Massachusetts 02117
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number: 617-578-2000
---------------------
NAME AND ADDRESS OF AGENT FOR SERVICE:
Anne M. Goggin, Esquire
Senior Vice President and General Counsel
New England Life Insurance Company
501 Boylston Street
Boston, Massachusetts 02117

COPY TO:
Stephen E. Roth, Esquire
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404
---------------------------

Approximate date of Proposed Public Offering:
As soon as practicable after effectiveness of the Registration Statement.

Title of Securities Being Registered:
Interest in a separate account under individual flexible premium deferred
variable annuity contracts.

Declaration pursuant to Rule 24f-2
An indefinite amount of securities is being registered under the Securities Act
of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940.

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 Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), shall
determine.
<PAGE>

AMERICAN FORERUNNER SERIES

Individual Flexible Premium Variable Annuity Contracts
Issued By
New England Variable Annuity Separate Account of
New England Life Insurance Company
501 Boylston Street
Boston, Massachusetts 02116
(617) 578-2000

This prospectus offers individual variable annuity contracts (the
"Contracts") for individuals and some qualified and nonqualified retirement
plans. You may allocate purchase payments to one or more sub-accounts
investing in these Eligible Funds of the New England Zenith Fund ("Zenith
Fund") and the Metropolitan Series Fund ("Metropolitan Fund").

NEW ENGLAND ZENITH FUND METROPOLITAN SERIES FUND, INC.

Back Bay Advisors Money Market Series Putnam Large Cap Growth Portfolio
Back Bay Advisors Bond Income Series Putnam International Stock Portfolio
Salomon Brothers Strategic Bond State Street Research Aurora Small
Opportunities Series Cap Value Portfolio*
Salomon Brothers U.S. Government Janus Mid Cap Portfolio*
Series Lehman Brothers(R) Aggregate Bond
Balanced Series Index Portfolio*
Alger Equity Growth Series MetLife Stock Index Portfolio*
Davis Venture Value Series MetLife Mid Cap Stock Index
Harris Oakmark Mid Cap Value Series Portfolio*
Loomis Sayles Small Cap Series Morgan Stanley EAFE(R) Index
MFS Investors Series Portfolio*
MFS Research Managers Series Russell 2000(R) Index Portfolio*
Westpeak Growth and Income Series
--------
* Subject to any necessary state insurance department approvals.

You may also allocate purchase payments to a Fixed Account. Limits apply to
transfers to and from the Fixed Account.

When you purchase your Contract, you must select one of five Classes of the
Contract, each of which has different sales charges and Asset-Based Insurance
Charges. The five available Classes of the Contract are:

. Standard Class,

. Bonus Class,

. C Class,

. L Class, and

. P Class.

If you select the Bonus Class, we will add a bonus amount to each purchase
payment received in the first Contract year. The overall expenses for the
Bonus Class Contract may be higher than the expenses for a similar Contract
that does not pay a bonus. Over time, the value of the bonus could be more
than offset by higher expenses.

Please read this prospectus carefully and keep it for reference. This
prospectus contains information that you should know before investing.

You can obtain a Statement of Additional Information ("SAI") about the
Contracts, dated May , 2001. The SAI is filed with the Securities and
Exchange Commission and is incorporated by reference in this prospectus. The

A-1
<PAGE>

SAI Table of Contents is on page A- of the prospectus. For a free copy of the
SAI, write or call New England Securities Corporation, 399 Boylston St.,
Boston, Massachusetts 02116, 1-800-356-5015. The Securities and Exchange
Commission maintains a web site that contains the Statement of Additional
Information, material incorporated by reference, and other information
regarding registrants that file electronically with the Securities and
Exchange Commission. The address of the site is http://www.sec.gov.

Neither the Securities and Exchange Commission nor any state securities
commission has approved these contracts or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.

May , 2001

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

WE DO NOT GUARANTEE HOW ANY OF THE SUB-ACCOUNTS OR ELIGIBLE FUNDS WILL
PERFORM. THE CONTRACTS AND THE ELIGIBLE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR GUARANTEED OR ENDORSED BY, ANY FINANCIAL INSTITUTION AND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY.

A-2
<PAGE>

TABLE OF CONTENTS
OF
THE PROSPECTUS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GLOSSARY OF SPECIAL TERMS USED IN THIS PROSPECTUS.......................... A-5
HIGHLIGHTS................................................................. A-6
FEE TABLE.................................................................. A-10
HOW THE CONTRACT WORKS..................................................... A-16
THE COMPANY................................................................ A-17
THE VARIABLE ACCOUNT....................................................... A-17
INVESTMENTS OF THE VARIABLE ACCOUNT........................................ A-17
Investment Advice......................................................... A-20
Substitution of Investments............................................... A-21
FIXED ACCOUNT.............................................................. A-21
THE CONTRACTS.............................................................. A-21
Purchase Payments......................................................... A-22
Allocation of Purchase Payments........................................... A-23
Contract Value and Accumulation Unit Value................................ A-23
Payment on Death Prior to Annuitization................................... A-24
Transfer Privilege........................................................ A-28
Dollar Cost Averaging..................................................... A-29
Asset Rebalancing......................................................... A-30
Withdrawals............................................................... A-30
Systematic Withdrawals.................................................... A-31
Loan Provision for Certain Tax Benefited Retirement Plans................. A-32
Suspension of Payments.................................................... A-33
Ownership Rights.......................................................... A-33
Requests and Elections.................................................... A-34
ASSET-BASED INSURANCE CHARGES, WITHDRAWAL CHARGE AND OTHER DEDUCTIONS...... A-35
Contract Administrative Fee............................................... A-36
Withdrawal Charge......................................................... A-36
Premium and Other Tax Charges............................................. A-38
Other Expenses............................................................ A-38
ANNUITY PAYMENTS........................................................... A-39
Election of Annuity....................................................... A-39
Annuity Options........................................................... A-39
Amount of Income Payments................................................. A-40
GUARANTEED MINIMUM INCOME BENEFIT.......................................... A-41
RETIREMENT PLANS OFFERING FEDERAL TAX BENEFITS............................. A-43
FEDERAL INCOME TAX STATUS.................................................. A-43
Introduction.............................................................. A-43
Taxation of the Company................................................... A-44
Tax Status of the Contract................................................ A-44
Taxation of Annuities..................................................... A-45
Qualified Contracts....................................................... A-48
Withholding............................................................... A-51
Possible Changes in Taxation.............................................. A-51
Other Tax Consequences.................................................... A-52
General................................................................... A-52
VOTING RIGHTS.............................................................. A-52
DISTRIBUTION OF CONTRACTS.................................................. A-52
THE OPERATION OF THE FIXED ACCOUNT......................................... A-53
Contract Value and Fixed Account Transactions............................. A-53
</TABLE>

A-3
<PAGE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INVESTMENT PERFORMANCE INFORMATION......................................... A-54
FINANCIAL STATEMENTS....................................................... A-55
APPENDIX A: Consumer Tips.................................................. A-56
APPENDIX B: Withdrawal Charge.............................................. A-57
APPENDIX C: Premium Tax.................................................... A-58
APPENDIX D: Average Annual Total Return.................................... A-59
</TABLE>

A-4
<PAGE>

GLOSSARY OF SPECIAL TERMS USED IN THIS PROSPECTUS

We have tried to make this prospectus as understandable for you as possible.
However, in explaining how the Contract works, we have had to use certain
terms that have special meanings. These terms are defined below:

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

ACCUMULATION UNIT. An accounting device used to calculate the Contract Value
before annuitization.

ANNUITANT. The natural person on whose life Income Payments are based.

ANNUITIZATION. Application of proceeds under the Contract to an annuity
option on the Maturity Date or upon an earlier date you choose.

ANNUITY DATE. A date on which you choose to begin receiving Income Payments
which must be at least 30 days after issue. If you do not choose a date, the
Annuity Date will be no later than the Maturity Date shown on the Contract
Schedule.

ANNUITY UNIT. An accounting device used to calculate the dollar amount of
income payments.

BENEFICIARY. The person designated to receive Death Proceeds under a
Contract if a Contract Owner (or Annuitant, if the Contract is not owned by an
individual) dies before annuitization of the Contract.

CONTRACT YEAR. A twelve month period beginning with the date shown on your
Contract and with each Contract anniversary thereafter.

DEATH PROCEEDS (PRIOR TO ANNUITIZATION). The amount we pay, prior to
annuitization, on receipt of due proof of the death of a Contract Owner (or of
the Annuitant if the Contract is not owned by an individual) and election of
payment.

FIXED ACCOUNT. A part of the Company's general account to which you can
allocate net purchase payments. The Fixed Account provides guarantees of
principal and interest.

MATURITY DATE. The date on which annuity payments begin, unless you apply
the Contract Value to an annuity payment option before then. The Maturity Date
is the later of (i) the date when the older of the Contract Owner(s) and the
Annuitant at his or her nearest birthday would be age 95 (or the maximum age
permitted by state law, if less), or (ii) 10 years from the issue date.

PAYEE. Any person or entity entitled to receive payments under the Contract.
The term includes (i) an Annuitant, (ii) a Beneficiary or contingent
Beneficiary who becomes entitled to death proceeds, and (iii) on full
withdrawals or partial withdrawals of the Contract, the Contract Owner.

VARIABLE ACCOUNT. A separate investment account of the Company, the New
England Variable Annuity Separate Account. The Variable Account is divided into
sub-accounts; each invests in shares of one Eligible Fund.

VARIABLE ANNUITY. An annuity providing for income payments varying in amount
to reflect the investment experience of a separate investment account.

A-5
<PAGE>

HIGHLIGHTS

TAX DEFERRED VARIABLE ANNUITIES:

Earnings under variable annuities are usually not taxed until paid out. This
tax treatment is intended to encourage you to save for retirement.

THE CONTRACTS:

The American Forerunner Series provides for variable annuity payments that
begin at the Maturity Date, or earlier if you choose. Variable annuity
payments fluctuate with the investment results of the Eligible Funds. (See
"Income Payments.") We offer other variable annuities with different fees and
charges, that invest in the Eligible Funds. Your registered representative has
additional information.

The Contract allows you to select one of several different charge
structures, each referred to as a Class, based on your specific situation.
Each Class imposes varying levels of sales charges and Asset-Based Insurance
Charges. Depending on your expectations and preferences, you can choose the
Class that best meets your needs.

Prior to issuance, you must select one of five available Classes of the
Contract:

. Standard Class, which imposes a withdrawal charge on withdrawals equal to
a maximum of 7% of each purchase payment, reducing annually over 7 years,
and an Asset-Based Insurance Charge;

. Bonus Class, which credits a bonus amount to purchase payments received
in the first Contract year, imposes a higher withdrawal charge (maximum
8%) over a longer period of time (9 years), and imposes a relatively
higher Asset-Based Insurance Charge during the withdrawal charge period;

. C Class, which does not impose any withdrawal charge on withdrawals, but
imposes a relatively higher Asset-Based Insurance Charge;

. L Class, which reduces the period of time (3 years) that a withdrawal
charge (maximum 7%) applies on withdrawals, but imposes a relatively
higher Asset-Based Insurance Charge; and

. P Class, which lengthens the period of time (9 years) that a withdrawal
charge (maximum 8%) is imposed on withdrawals, and imposes a relatively
lower Asset-Based Insurance Charge.

A-6
<PAGE>

Your financial representative can help you decide which Class is best for
you. The following chart shows in graphic form the relative levels of the
withdrawal charge and Asset-Based Insurance Charge under each Class:

["Relationship of Withdrawal Charges to Asset-Based Insurance
Charges for Each Class of Contract" chart appears here]
P Class (8% declining over 9 years; 1.15%)
Standard Class (7% declining over 7 years; 1.25%)
L Class (7% over 3 years; 1.50%)
C Class (No CDSC; 1.60%)
Bonus Class (8% declining over 9 years; 1.60%)

For actual expenses of each Class, see the Fee Table below.

PURCHASE PAYMENTS:

Currently, the Standard Class and P Class minimum initial purchase payment is
$5,000 for nonqualified plans and $2,000 for qualified plans. The minimum
subsequent purchase payment for the Standard Class and P Class is $500 unless
we have agreed otherwise; however, exceptions may apply. For the C Class and L
Class, the minimum initial investment is $25,000 and the minimum subsequent
purchase payment is $500, unless we have agreed otherwise. For the Bonus Class,
the minimum initial investment is $10,000 and the minimum subsequent purchase
payment is $500 dollars, unless we have agreed otherwise. We may limit the
purchase payments you can make. In addition, you may not make a purchase
payment (1) within the seven years before the Contract's Maturity Date for the
Standard Class, nine years for the P Class, three years for the L Class, and
nine years for the Bonus Class or (2) after a Contract Owner (or the annuitant,
if the Contract is not owned by an individual) reaches age 91. For joint
contract owners, you may not make a purchase payment after the older contract
owner reaches age 86. (See "Purchase Payments.")

OWNERSHIP:

A purchaser may be an individual, employer, trust, corporation, partnership,
custodian or any entity specified in an eligible employee benefit plan. A
contract may have two owners (both of whom must be individuals). Subject to
state approval, certain retirement plans qualified under the Internal Revenue
Code ("the Code") may purchase the Contract.

A-7
<PAGE>

FOR ANY TAX QUALIFIED ACCOUNT E.G. 401(K) PLAN OR IRA, THE TAX DEFERRED
ACCRUAL FEATURE IS PROVIDED BY THE TAX QUALIFIED RETIREMENT PLAN. THEREFORE,
THERE SHOULD BE REASONS OTHER THAN TAX DEFERRAL FOR ACQUIRING AN ANNUITY
CONTRACT WITHIN A QUALIFIED PLAN.

For contract transactions, we rely on instructions from Contract Owners,
whether a trustee or custodian of an eligible retirement plan or an individual
owner.

INVESTMENT OPTIONS:

You may allocate purchase payments net of certain charges to the sub-
accounts or to the Fixed Account. You can allocate your contract value to as
many of the accounts as you choose including the Fixed Account at any time.
You must allocate a minimum of $500 dollars to each account you select.

You can change your purchase payment allocation. We believe that under
current tax law you can transfer Contract Value between accounts without
federal income tax. We reserve the right to limit transfers and charge a
transfer fee. Currently, we do not charge a transfer fee or limit the number
of transfers, but we do apply special limits to "market-timing." (See
"Transfer Privilege.") The minimum transfer amount is currently $500, unless
we have agreed otherwise. Special limits apply to transfers to and from the
Fixed Account. (See "The Fixed Account.") The maximum transfer amount is
$500,000 for each transaction.

CHARGES:

We apply the following charges to your Contract:

. premium tax charge, in some states

. asset-based insurance charge at an annual rate ranging from 1.15% to
1.85% of the Variable Account's daily net assets depending upon the Class
and death benefit option you select.

. annual contract administrative fee of $30 if the contract value is less
than $50,000 during the accumulation phase or at annuitization.

. except for Class C, withdrawal charge (maximum of 8% of each purchase
payment made), on certain full and partial withdrawals and certain
annuitization transactions that varies by Class.

. for Contracts with a Guaranteed Minimum Income Benefit Rider, a fee of
0.35% imposed on the Income Base annually in arrears on each Contract
Anniversary prior to annuitization.

. for Contracts with an Earnings Preservation Benefit Rider, a fee of 0.25%
deducted daily from sub-account assets prior to annuitization.

Certain waivers or reductions may apply. (See "Asset-Based Insurance
Charges, Withdrawal Charge and Other Deductions.")

We do not deduct a sales charge from purchase payments.

TEN DAY RIGHT TO REVIEW:

After you receive the Contract, you have ten days (more in some states) to
return it to us or our agent for cancellation. We will return the Contract
Value (or, in certain states, your purchase payments.)

PAYMENT ON DEATH:

If a Contract Owner (or the Annuitant, if the Contract is not owned by an
individual) dies before annuitization, the Beneficiary receives a death
benefit.

A-8
<PAGE>

You will receive the Standard Death Benefit unless you chose to receive one
of two enhanced death benefits--the Annual Step-Up Death Benefit or the
Greater of Annual Step-Up or 5% Annual Increase Death Benefit. Each of these
enhanced death benefits will increase the Asset-Based Insurance Charge
applicable to your Contract. You may also elect to purchase, for an additional
charge, the Earnings Preservation Benefit Rider, which provides an additional
death benefit to assist with covering income taxes payable at death, and a
Guaranteed Minimum Income Benefit Rider ("GMIB"), which provides an additional
"floor" on annuity payments.

The Standard Death Benefit equals the greater of the current Contract Value
or total purchase payments less a pro rata reduction for partial withdrawals.
The Annual Step-Up Death Benefit equals the greater of current Contract Value
or the greatest Contract Value on any prior anniversary plus subsequent
purchase payments, less a pro rata reduction for subsequent withdrawals. The
Greater of Annual Step-Up or 5% Annual Increase Rider equals the greatest of:
current Contract Value; purchase payments (less prior withdrawals) accumulated
at an annual rate of 5%; or the greatest Contract Value on any prior
anniversary plus subsequent purchase payments, less a pro rata reduction for
subsequent withdrawals.

Death Proceeds are taxable and generally are included in the income of the
recipient as follows:

. If received under an annuity payment option, they are taxed in the same
manner as annuity payments.

. If distributed in a lump sum, they are taxed in the same manner as a full
withdrawal.

WITHDRAWALS:

Before annuitization you can send us a written request to withdraw all or
part of your Contract Value. After a partial withdrawal, the remaining
Contract Value must be at least $2,000. Currently, a partial withdrawal must
be at least $500. (Special rules apply if the Contract has a loan.) Federal
tax laws penalize and may prohibit certain premature distributions from the
Contract. (See "Federal Income Tax Status.")

A Withdrawal Charge will apply to certain full and partial withdrawals and
certain annuitization transactions for Standard, Bonus, L and P Class
Contracts. On full withdrawals on Contracts with Contract Value of less than
$50,000, the annual contract administrative fee will be deducted. No
Withdrawal Charge applies to C Class Contracts. In some states, a premium tax
charge will be deducted on full and partial withdrawals.

On a Standard, Bonus, L, or P Class Contract in any Contract Year you can
make a withdrawal of a portion of your purchase payments free from any
Withdrawal Charge (the "free withdrawal amount"). In the first Contract Year,
no free withdrawal amount is available unless it is part of a monthly
systematic withdrawal program in which the monthly withdrawal amount does not
exceed 1/12 of 10% of total purchase payments. After the first Contract Year,
the annual free withdrawal amount is equal to 10% of total purchase payments,
less the total free withdrawal amount previously withdrawn in the same
Contract Year.

A-9
<PAGE>

FEE TABLE

The purpose of the Fee Table is to help you understand the various costs and
expenses that you will pay directly and indirectly by purchasing a Contract.
The Fee Table shows the current expenses for each Class of Contract as well as
the actual charges and expenses for each portfolio for the fiscal year ended
December 31, 2000.

<TABLE>
<S> <C> <C> <C> <C> <C>
CONTRACT OWNER TRANSAC-
TION EXPENSES
Sales Charge Imposed on Purchase Payments............................. None
Withdrawal charge (as a percentage of each purchase payment)

<CAPTION>
IF WITHDRAWN DURING YEAR STANDARD CLASS BONUS CLASS L CLASS P CLASS
------------------------ -------------- ----------- ------- -------
<S> <C> <C> <C> <C> <C>
1.................................. 7% 8% 7% 8%
2.................................. 6% 8% 6% 8%
3.................................. 6% 8% 6% 8%
4.................................. 5% 7% 0% 7%
5.................................. 4% 6% 0% 6%
6.................................. 3% 5% 0% 5%
7.................................. 2% 4% 0% 4%
8.................................. 0% 3% 0% 3%
9.................................. 0% 2% 0% 2%
Thereafter......................... 0% 0% 0% 0%

Transfer Fee(1)....................................................... None

SEPARATE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET
ASSETS IN THE SUB-ACCOUNTS)
Asset-Based Insur-
ance Charge*(2)

<CAPTION>
STANDARD CLASS BONUS CLASS** C CLASS L CLASS P CLASS
-------------- -------------- ----------- ------- -------
<S> <C> <C> <C> <C> <C>
Standard Death
Benefit............ 1.25% 1.60% 1.60% 1.50% 1.15%
Annual Step-Up Death
Benefit............ 1.35% 1.70% 1.70% 1.60% 1.25%
Greater of Annual
Step-Up or 5%
Annual Increase
Death Benefit...... 1.50% 1.85% 1.85% 1.75% 1.40%

* We reserve the right to impose an increased Asset-Based Insurance Charge on
sub-accounts that we add to the Contract in the future. The increase will
not exceed the annual rate of 0.25% of average daily net assets in any such
sub-accounts.
** The Asset-Based Insurance Charge will be reduced on the Bonus Class by
0.35% after the expiration of the
9-year withdrawal charge period.

Earnings Enhancement Benefit Rider(3)................................. 0.25%

OTHER CONTRACT FEES
Annual Contract Administrative Fee(4)................................. $30
Guaranteed Minimum Income Benefit(5).................................. 0.35%
</TABLE>
NOTES:
(1) We reserve the right to limit the number and dollar amount of transfers
and impose a transfer fee of up to $25. We will not restrict transfers to
less than 12 per Contract Year.
(2) After annuitization, the amount of the Asset-Based Insurance Charge for
each Class will be the charge that would apply for the standard death
benefit. For the P Class, the Asset-Based Insurance Charge will increase
by 0.15% after annuitization.
(3) The charge for the Earnings Preservation Benefit Rider will not be
assessed after annuitization.
(4) We will also deduct this fee on annuitization and on full withdrawal. We
waive this fee during the accumulation period, on full withdrawals, and on
annuitization for Contracts with a Contract Value of $50,000 or more. We
reserve the right to deduct this fee during the Income Period, pro rata
from each income payment.
(5) The Guaranteed Minimum Income Benefit Rider charge is imposed on the
Income Base annually in arrears on each Contract Anniversary. The Income
Base is based on the greater of premiums accumulated with interest and the
greatest anniversary value for the Contract, subject to certain
limitations. The charge for the Guaranteed Minimum Income Benefit will not
be assessed after annuitization.

A-10
<PAGE>

NEW ENGLAND ZENITH FUND

OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1999 [TO BE UPDATED BY
(AS A PERCENTAGE OF AVERAGE NET ASSETS) AMENDMENT]

<TABLE>
<CAPTION>
OTHER TOTAL OTHER TOTAL
EXPENSES EXPENSES EXPENSES EXPENSES
MANAGEMENT BEFORE BEFORE AFTER AFTER
FEES* REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT
---------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Back Bay Advisors Money
Market Series.......... .35% .05% .40% .05% .40%
Back Bay Advisors Bond
Income Series.......... .40% .08% .48% .08% .48%
Salomon Brothers
Strategic Bond
Opportunities Series... .65% .16% .81% .16% .81%
Salomon Brothers U.S.
Government Series(1)... .55% .17% .72% .15% .70%
Balanced Series......... .70% .07% .77% .07% .77%
Alger Equity Growth
Series................. .75% .05% .80% .05% .80%
Davis Venture Value
Series................. .75% .06% .81% .06% .81%
Harris Oakmark Mid Cap
Value
Series(1).............. .75% .13% .88% .13% .88%
Loomis Sayles Small Cap
Series(1)(2)........... .90% .20% 1.10% .10% 1.00%
MFS Investors Series(1). .75% 1.28% 2.03% .15% .90%
MFS Research Managers
Series(1).............. .75% 1.28% 2.03% .15% .90%
Westpeak Growth and
Income Series.......... .68% .06% .74% .06% .74%
</TABLE>

--------
* Our affiliate, New England Investment Management, Inc., is the investment
adviser for the Series of the Zenith Fund.

A-11
<PAGE>

METROPOLITAN SERIES FUND, INC.

OPERATING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1999 [TO BE UPDATED BY
(AS A PERCENTAGE OF NET ASSETS) AMENDMENT]

<TABLE>
<CAPTION>
OTHER TOTAL OTHER TOTAL
12B-1 EXPENSES EXPENSES EXPENSES EXPENSES
MANAGEMENT DISTRIBUTION BEFORE BEFORE AFTER AFTER
FEES* FEE REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT
---------- ------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Putnam Large Cap Growth
Portfolio(3)........... .80% N/A .59% 1.39% .20% 1.00%
Putnam International
Stock Portfolio........ .90% N/A .22% 1.12% .22% 1.12%
State Street Research
Aurora Small Cap Value
Portfolio(3)........... .85% N/A .23% 1.08% .20% 1.05%
Janus Mid Cap
Portfolio(3)(4)........ .67% .25% .04% .96% .04% .96%
Lehman Brothers
Aggregate Bond Index
Portfolio(3)(4)........ .25% .25% .15% .65% .15% .65%
MetLife Stock Index
Portfolio(4)........... .25% .25% .04% .54% .04% .54%
MetLife Mid Cap Stock
Index Portfolio(3)(4).. .25% .25% .65% 1.15% .20% .70%
Morgan Stanley EAFE
Index Portfolio(3)(4).. .30% .25% 1.47% 2.02% .40% .95%
Russell 2000 Index
Portfolio(3)(4)........ .25% .25% .64% 1.14% .30% .80%
</TABLE>

--------
* Metropolitan Life Insurance Company ("MetLife") is the investment adviser
for the Portfolios of the Metropolitan Fund.

EXAMPLES

The purpose of the following Examples is to assist you in understanding the
expenses that you would pay over time. The Examples (i) are based on the
actual charges and expenses for the Variable Account and for each portfolio
for the fiscal year ended December 31, 2000, as stated in the Fee Table(5);
and (ii) assume that the Contract Owner has selected the Greater of Annual
Step-Up or 5% Annual Increase Death Benefit and the Guaranteed Minimum Income
Benefit Rider. Examples do not reflect the Earnings Preservation Benefit
Rider.

EXAMPLE 1. This example shows the dollar amount of expenses that you would
bear directly or indirectly on a $1,000 purchase payment assuming:

. you select the Standard Class;

. the underlying portfolio earns a 5% annual return; and

. you fully surrender your Contract or elect to annuitize under a period
certain option for a specified period of less than 15 years, with
applicable withdrawal charges deducted.

[INSERT CHART]

A-12
<PAGE>

EXAMPLE 2. This example shows the dollar amount of expenses that you would
bear directly or indirectly on a $1,000 purchase payment assuming:

. you select the Standard Class;

. the underlying portfolio earns a 5% annual return; and

. you do not surrender your Contract or elect to annuitize under a life
contingency option or under a period certain option for a minimum
specified period of 15 years (no withdrawal charges would be
deducted(6)).

[INSERT CHART]

EXAMPLE 3. This example shows the dollar amount of expenses that you would
bear directly or indirectly on a $1,000 purchase payment assuming:

. you select the Bonus Class;

. the underlying portfolio earns a 5% annual return; and

. you fully surrender your Contract or elect to annuitize under a period
certain option for a specified period of less than 15 years, with
applicable withdrawal charges deducted.

[INSERT CHART]

EXAMPLE 4. This example shows the dollar amount of expenses that you would
bear directly or indirectly on a $1,000 purchase payment assuming:

. you select the Bonus Class;

. the underlying portfolio earns a 5% annual return; and

[INSERT CHART]

EXAMPLE 5. This example shows the dollar amount of expenses that you would
bear directly or indirectly on a $1,000 purchase payment assuming:

. you select the C Class;

. the underlying portfolio earns a 5% annual return; and

. you surrender your Contract, do not surrender your Contract, elect to
annuitize, or do not elect to annuitize (no withdrawal charges apply to
the C Class(6)).

[INSERT CHART]

EXAMPLE 6. This example shows the dollar amount of expenses that you would
bear directly or indirectly on a $1,000 purchase payment assuming:

. you select the L Class;

. the underlying portfolio earns a 5% annual return; and

. you fully surrender your Contract or elect to annuitize under a period
certain option for a specified period of less than 15 years, with
applicable withdrawal charges deducted.

[INSERT CHART]

EXAMPLE 7. This example shows the dollar amount of expenses that you would
bear directly or indirectly on a $1,000 purchase payment assuming:

. you select the L Class;

. the underlying portfolio earns a 5% annual return; and

A-13
<PAGE>

[INSERT CHART]

EXAMPLE 8. This example shows the dollar amount of expenses that you would
bear directly or indirectly on a $1,000 purchase payment assuming:

. you select the P Class;

. the underlying portfolio earns a 5% annual return; and

. you fully surrender your Contract or elect to annuitize under a period
certain option for a specified period of less than 15 years, with
applicable withdrawal charges deducted.

[INSERT CHART]

EXAMPLE 9. This example shows the dollar amount of expenses that you would
bear directly or indirectly on a $1,000 purchase payment assuming:

. you select the P Class;

. the underlying portfolio earns a 5% annual return; and

[INSERT CHART]

PLEASE REMEMBER THAT THE EXAMPLES ARE SIMPLY ILLUSTRATIONS AND DO NOT
REPRESENT PAST OR FUTURE EXPENSES. Your actual expenses may be higher or lower
than those reflected in the examples depending on the features you choose.
Similarly your rate of return may be more or less than the 5% assumed in the
examples.

--------
* Availability of these portfolios is subject to any necessary state insurance
department approval.
--------
NOTES:
(1) New England Investment Management voluntarily limits the expenses (other
than brokerage costs, interest, taxes or extraordinary expenses) of
certain series with either an expense cap or expense deferral arrangement.
Under the expense cap, New England Investment Management bears expenses of
the Loomis Sayles Small Cap Series that exceed 1.00% of average daily net
assets. Under the expense deferral agreement, New England Investment
Management bears expenses which exceed a certain limit in the year the
series incurs them and charges those expenses to the series in a future
year if actual expenses of the series are below the limit. The limit on
expenses for these series are: .90% of average daily net assets for the
Harris Oakmark Mid Cap Value, MFS Investors and MFS Research Managers
Series; and .70% of average daily net assets for the Salomon Brothers U.S.
Government Series. New England Investment Management may end these expense
limits at any time.
(2) In 1999, the management fee for the Loomis Sayles Small Cap Series was
1.00%
(3) MetLife voluntarily pays expenses (other than the management fee,
brokerage commissions, amounts payable pursuant to a plan adopted in
accordance with Rule 12b-1 under the Investment Company Act of 1940,
taxes, interest and other loan costs, and any unusual one-time expenses)
of certain Portfolios in excess of a certain percentage of net assets
until the earlier of either total net assets of the Portfolio reaching
$100 million or a certain date as follows:
<TABLE>
<CAPTION>
SUBSIDIZED EXPENSES
PORTFOLIO IN EXCESS OF DATE
--------- ------------------- -------
<S> <C> <C>
Putnam Large Cap Growth...................... 0.20% 7/1/02
State Street Research Aurora Small Cap Value. 0.20% 7/1/02
MetLife Mid Cap Stock Index.................. 0.20% 7/1/02
</TABLE>

A-14
<PAGE>

--------
Prior to 11/8/00, MetLife paid all Expenses in excess of .25% of the
average net assets for the Morgan Stanley EAFE Index Portfolio until the
Portfolio's total assets reached $100 million or November 8, 2000,
whichever came first. Beginning on 11/8/00, MetLife will pay all expenses
in excess of .40% of the average net assets of the Morgan Stanley EAFE
Index Portfolio until the Portfolio's assets reach $200 million, or until
May 1, 2001, whichever comes first.
MetLife also paid all Expenses that exceeded .20% of the average net
assets, for the Russell 2000 Index Portfolio until December 3, 1999 and
for the Lehman Brothers Aggregate Bond Index Portfolio until July 13,
1999. Beginning on February 22, 2000, MetLife will pay all expenses in
excess of 0.30% of the average net assets for the Russell 2000 Index
Portfolio until the Portfolio's assets reach $200 million, or until
April 30, 2001, whichever comes first. These subsidies and other prior
expense reimbursement arrangements can increase the performance of the
Portfolios. MetLife can terminate this arrangement at anytime upon notice
to the Board of Directors and to Fund Shareholders.
(4) The Metropolitan Fund has adopted a Distribution Plan under Rule 12b-1 of
the Investment Company Act of 1940. Under the Distribution Plan the
Portfolios pay to compensate certain other parties for an annual fee
promoting, selling and servicing the shares of the Portfolio. These other
parties may include the Insurance Companies (or their affiliates) and
other broker-dealers and financial intermediaries involved in the offer
and sale of the contracts. The Distribution Plan is described in more
detail in the Fund's prospectus.
(5) In these examples, the average Contract Administrative Fee of .07% has
been used. (See (4), on p. A-10.)
(6) If you subsequently withdraw the commuted value of amounts placed under
any of these options, we will deduct from the amount you receive a
portion of the Withdrawal Charge amount that would have been deducted
when you originally applied the Contract proceeds to the option. (See
"Withdrawal Charge" and "Annuity Options" for more information.)
-------------------------------------------------------------------------------
Condensed financial information containing the Accumulation Unit Value history
appears at the end of this prospectus (p. ).

A-15
<PAGE>

HOW THE CONTRACT WORKS

[CHART TO BE INSERTED IN PRE-EFFECTIVE AMENDMENT]

A-16
<PAGE>

THE COMPANY

We were organized as a stock life insurance company in Delaware in 1980 and
are authorized to operate in all states, the District of Columbia and Puerto
Rico. Formerly, we were a wholly-owned subsidiary of New England Mutual Life
Insurance Company ("New England Mutual"). On August 30, 1996, New England
Mutual merged into MetLife, an insurance company whose principle office is One
Madison Avenue, New York, NY 10010. MetLife is a wholly-owned subsidiary of
MetLife, Inc., a publicly traded company. MetLife then became the parent of
New England Variable Life Insurance Company which changed its name to "New
England Life Insurance Company," (the "Company") and changed its domicile from
the State of Delaware to the Commonwealth of Massachusetts. Our Home Office is
at 501 Boylston Street, Boston, Massachusetts 02116.

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

THE VARIABLE ACCOUNT

We established a separate investment account, New England Variable Annuity
Separate Account (the "Variable Account"), under Delaware law on July 1, 1994,
to hold the assets backing the Contracts. When the Company changed its
domicile to Massachusetts on August 30, 1996 the Variable Account became
subject to Massachusetts law. The Variable Account is registered as a unit
investment trust under the Investment Company Act of 1940. The Variable
Account may be used to support other variable annuity contracts besides the
Contracts. The other contracts may have different charges, and provide
different benefits.

The assets of the Variable Account equal to its reserves and other contract
liabilities are not available to meet the claims of the Company's general
creditors. The income and realized and unrealized capital gains or losses of
the Variable Account are credited to or charged against the Variable Account
and not to other income, gains or losses of the Company. All obligations
arising under the Contracts are, however, general corporate obligations of the
Company.

We allocate your purchase payments to the sub-accounts that you elect. If
you allocate purchase payments to the Variable Account, the value of
Accumulation Units credited to your Contract and the amount of the variable
annuity payments depend on the investment experience of the Eligible Fund (a
mutual fund) in which your selected sub-accounts invests. We do not guarantee
the investment performance of the Variable Account. You bear the full
investment risk for all amounts allocated to the Variable Account.

INVESTMENTS OF THE VARIABLE ACCOUNT

We will allocate your purchase payments to the sub-accounts investing in one
or more of the Eligible Funds you chose, which we list below. No sales charge
will apply at the time you make your payment. You may change your selection of
Eligible Funds for future purchase payments at any time free of charge. (See
"Requests and Elections.") You can transfer to or from any Eligible Fund,
subject to certain conditions. (See "Transfer Privilege.") You may allocate
your Contract Value among as many accounts (including the Fixed Account) as
you choose at any one time. You must allocate a minimum of $500 to each
account you select unless the Company consents to lower amounts. We reserve
the right to add or remove Eligible Funds from time to time. See "Substitution
of Investments."

Certain Eligible Funds have investment objectives and policies similar to
other funds that may be managed by the same subadviser. The performance of the
Eligible Funds, however, may be higher or lower than the other funds. We make
no representation that the investment results of any of the Eligible Funds
will be comparable to the investment results of any other fund, even if the
other fund has the same subadviser.

A-17
<PAGE>

BACK BAY ADVISORS MONEY MARKET SERIES

The Back Bay Advisors Money Market Series investment objective is the
highest possible level of current income consistent with preservation of
capital. An investment in the Money Market Series is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.
Although the Money Market Series seeks to maintain a net asset value of $100
per share, it is possible to lose money by investing in the Money Market
Series.

BACK BAY ADVISORS BOND INCOME SERIES

The Back Bay Advisors Bond Income Series investment objective is a high
level of current income consistent with protection of capital.

SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES

The Salomon Brothers Strategic Bond Opportunities Series investment
objective is a high level of total return consistent with preservation of
capital.

SALOMON BROTHERS U.S. GOVERNMENT SERIES

The Salomon Brothers U.S. Government Series investment objective is a high
level of current income consistent with preservation of capital and
maintenance of liquidity.

BALANCED SERIES (FORMERLY THE LOOMIS SAYLES BALANCED SERIES)

The Balanced Series investment objective is long-term total return from a
combination of capital appreciation and current income.

ALGER EQUITY GROWTH SERIES

The Alger Equity Growth Series investment objective is long-term capital
appreciation.

DAVIS VENTURE VALUE SERIES

The Davis Venture Value Series investment objective is growth of capital.

HARRIS OAKMARK MID CAP VALUE SERIES (FORMERLY THE GOLDMAN SACHS MIDCAP VALUE
SERIES)

The Harris Oakmark Mid Cap Value Series investment objective is long-term
capital appreciation.

LOOMIS SAYLES SMALL CAP SERIES

The Loomis Sayles Small Cap Series investment objective is long-term capital
growth from investments in common stocks or their equivalents.

MFS INVESTORS SERIES

The MFS Investors Series investment objective is reasonable current income
and long-term growth of capital and income.

MFS RESEARCH MANAGERS SERIES

The MFS Research Managers Series investment objective is long-term growth of
capital.

A-18
<PAGE>

WESTPEAK GROWTH AND INCOME SERIES

The Westpeak Growth and Income Series investment objective is long-term
total return through investment in equity securities.

PUTNAM LARGE CAP GROWTH PORTFOLIO

The Putnam Large Cap Growth Portfolio's investment objective is capital
appreciation.

PUTNAM INTERNATIONAL STOCK PORTFOLIO

The Putnam International Stock Portfolio's investment objective is long-term
growth of capital.

STATE STREET RESEARCH AURORA SMALL CAP VALUE PORTFOLIO

The State Street Research Aurora Small Cap Value Portfolio's investment
objective is high total return, consisting principally of capital
appreciation.

JANUS MID CAP PORTFOLIO

The Janus Mid Cap Portfolio's investment objective is long-term growth of
capital.

LEHMAN BROTHERS AGGREGATE BOND INDEX PORTFOLIO

The Lehman Brothers Aggregate Bond Index Portfolio's investment objective is
to equal the performance of the Lehman Brothers Aggregate Bond Index.

METLIFE STOCK INDEX PORTFOLIO

The MetLife Stock Index Portfolio's investment objective is to equal the
performance of the Standard & Poor's 500 Composite Stock Price Index ("S&P 500
Index").

METLIFE MID CAP STOCK INDEX PORTFOLIO

The MetLife Mid Cap Stock Index Portfolio's investment objective is to equal
the performance of the Standard & Poor's MidCap 400 Composite Stock Index
("S&P MidCap 400 Index").

MORGAN STANLEY EAFE INDEX PORTFOLIO

The Morgan Stanley EAFE Index Portfolio's investment objective is to equal
the performance of Morgan Stanley Capital International Europe Australasia Far
East Index ("MSCI EAFE Index").

RUSSELL 2000 INDEX PORTFOLIO

The Russell 2000 Index Portfolio's investment objective is to equal the
return of the Russell 2000 Index.
--------
* Availability of these Portfolios is subject to any necessary state
insurance department approvals.

A-19
<PAGE>

INVESTMENT ADVICE

New England Investment Management, Inc., an indirect, wholly-owned
subsidiary of the Company, serves as investment adviser for each Series of the
New England Zenith Fund (the "Zenith Fund"). Each Series also has a
subadviser, shown in the chart below, each of which is registered with the SEC
as an investment adviser under the Investment Advisers Act of 1940.

<TABLE>
<CAPTION>
SERIES SUB-ADVISER
------ -----------
<S> <C>
Back Bay Advisors Money Market Series. Back Bay Advisors, L.P.
Back Bay Advisors Bond Income Series.. Back Bay Advisors, L.P.
Salomon Brothers Strategic Bond
Opportunities**...................... Salomon Brothers Asset Management Inc.
Salomon Brothers U.S. Government
Series............................... Salomon Brothers Asset Management Inc.
Balanced Series....................... Wellington Management Company, LLP.
Alger Equity Growth Series............ Fred Alger Management, Inc.
Davis Venture Value Series............ Davis Selected Advisers, L.P.*
Harris Oakmark Mid Cap Value Series... Harris Associates L.P.
Loomis Sayles Small Cap Series........ Loomis Sayles & Company, L.P.
MFS Investors Series.................. Massachusetts Financial Services Company
MFS Research Managers Series.......... Massachusetts Financial Services Company
Westpeak Growth and Income Series..... Westpeak Investment Advisors, L.P.
</TABLE>
--------
* Davis Selected Advisers may delegate any of its responsibilities to Davis
Selected Advisers--NY, Inc., a wholly-owned subsidiary of Davis Selected.
** The Salomon Brothers Strategic Bond Opportunities Series also receives
certain investment subadvisory services from Salomon Brothers Asset
Management Limited, a London based affiliate of Salomon Brothers Asset
Management Inc.

In the case of the Back Bay Advisors Money Market Series, Back Bay Advisors
Bond Income Series, Westpeak Growth and Income Series, Harris Oakmark Mid Cap
Value Series and Loomis Sayles Small Cap Series, New England Investment
Management became the adviser on May 1, 1995. The Harris Oakmark Mid Cap Value
Series' subadviser was Loomis, Sayles until May 1, 1998 when Goldman Sachs
Asset Management, a separate operating division of Goldman Sachs & Co., became
the subadviser. Harris Associates became the subadviser on May 1, 2000.
The Balanced Series' subadviser was Loomis, Sayles until May 1, 2000, when
Wellington Management Company became the subadviser.

The attached Zenith Fund prospectus contains more complete information on
each Series. You should read that prospectus carefully before investing. The
Zenith Fund's Statement of Additional Information also contains more
information on each Series. You may obtain the Statement of Additional
Information free of charge by writing to New England Securities, 399 Boylston
St., Boston, Massachusetts, 02116 or telephoning 1-800-356-5015.

MetLife is the investment adviser for the Metropolitan Series Fund
Portfolios. Putnam Investment Management, Inc. is the sub-investment manager
of the Putnam Large Cap Growth Portfolio and the Putnam International Stock
Portfolio. State Street Research & Management Company is the sub-investment
manager for the State Street Research Aurora Small Cap Value Portfolio. Janus
Capital Corporation is the sub-investment manager for the Janus Mid Cap
Portfolio. For more information regarding the investment adviser and the sub-
investment manager of the Metropolitan Series Fund Portfolios, see the
Metropolitan Series Fund prospectus attached at the end of this prospectus and
its Statement of Additional Information.

You can also get information about the Zenith Fund or Metropolitan Fund
(including a copy of the SAI) by accessing the Securities and Exchange
Commission's website at http://www.sec.gov.

An investment adviser or affiliates thereof may compensate NELICO and/or
certain affiliates for administrative, distribution, or other services
relating to the Eligible Funds. We (or our affiliates) may also be compensated
with

A-20
<PAGE>

12b-1 fees from Eligible Funds. This compensation is based on assets of the
Eligible Funds attributable to the Contracts and certain other variable
insurance products that we and our affiliates issue. Some advisers, affiliates
and/or Eligible Funds may pay us more than others.

SUBSTITUTION OF INVESTMENTS

If investment in the Eligible Funds or a particular Series is no longer
possible, in our judgment becomes inappropriate for the purposes of the
Contract, or for any other reason in our sole discretion, we may substitute
another Eligible Fund or Funds without your consent. The substituted fund may
have different fees and expenses. Substitution may be made with respect to
existing investments or the investment of future purchase payments, or both.
However, we will not make such substitution without any necessary approval of
the Securities and Exchange Commission. Furthermore, we may close sub-accounts
to allocation of purchase payments or Contract Value, or both, at any time in
our sole discretion.

FIXED ACCOUNT

You may allocate purchase payments to the Fixed Account. The Fixed Account
is a part of our general account and offers a guaranteed interest rate. (See
"The Operation of the Fixed Account" for more information.)

THE CONTRACTS

We will issue the Standard Class, C Class, L Class and P Class Contracts to
an individual through the age of 90 in all states except New York. In New
York, we will issue the Standard Class to an individual through the age of 82;
the L Class through the age of 86; the C Class through the age of 89; and the
P Class through the age of 80. We will issue the Standard Class, C Class, L
Class and P Class Contracts to joint contract owners through the age of 85
(based on the older contract owner) in all states except New York. In New
York, we will issue the Standard Class to joint contract owners through the
age of 82; the L Class and C Class through the age of 85; the P Class through
the age of 80. The maximum issue age for the Bonus Class (for an individual or
joint contract owners) is age 80 in all states. Unless otherwise noted,
information provided in each section is applicable to all contract classes.

STANDARD CLASS

If you do not select a Class, your Contract will be issued as a Standard
Class Contract. The Standard Class imposes a withdrawal charge on withdrawals
equal to a maximum of 7% of each purchase payment, reducing over 7 years. It
also imposes an Asset-Based Insurance Charge that ranges from 1.25% to 1.50%
during the accumulation period, depending on the death benefit that you
select.

BONUS CLASS

If you select this Class, we will add a bonus amount to your policy value
every time you make a purchase payment within the first Contract year (with
certain exceptions). The amount of the bonus is currently 4%. The purchase
payment bonus will be allocated among the sub-accounts and the Fixed Account
in the same manner as your purchase payments.

The Bonus Class imposes a withdrawal charge on withdrawals equal to a
maximum of 8% of each purchase payment, reducing over 9 years. It also imposes
an Asset-Based Insurance Charge that ranges from 1.60% to 1.85% during the
withdrawal charge period, depending on the death benefit that you select. This
charge is reduced by 0.35% after the expiration of the withdrawal charge
period.

A-21
<PAGE>

Generally, an annuity with a purchase payment bonus may have higher charges
and expenses than a similar annuity without a purchase payment bonus. Or, it
may have less advantageous benefits and other features, or some combination of
different charges and benefits. Alternatively, the charges and features could
be the same, but we could make less profit or pay lower commissions to sales
agents, or both. Accordingly, you should always consider the expenses along
with the benefits and other features to be sure any annuity or class of
annuity meets your financial needs and goals. Additionally, the annuity
purchase rates for the Bonus Class Contract are different than for other
Classes (see "Amount of Income Payments").

Under certain limited circumstances, we may take back the bonus (i.e., we
may recapture it). If you cancel the contract by returning it during the Free
Look Period, we will deduct any bonus amounts from the refund amount. We will
take back the premium credit as if it had never been applied if we recapture a
purchase payment bonus. However, the amount returned to you will not be
decreased by any investment loss and you will retain any investment gain
attributable to the bonus.

C CLASS

The C Class does not impose any withdrawal charge on withdrawals, but
imposes a higher Asset-Based Insurance Charge than the Standard Class. This
Asset-Based Insurance Charge ranges from 1.60% to 1.85% during the
accumulation period, depending on the death benefit that you select.

L CLASS

The L Class reduces the period of time that a withdrawal charge applies on
withdrawals, but imposes a higher Asset-Backed Insurance Charge than the
Standard Class. Specifically, the L Class imposes a withdrawal charge on
withdrawals for three years equal to a maximum of 7% of each purchase payment
(reducing to 6% in the second and third years). It also imposes an Asset-Based
Insurance Charge that ranges from 1.50% to 1.75% during the accumulation
period, depending on the death benefit that you select.

P CLASS

The P Class lengthens the period of time that a withdrawal charge is imposed
on withdrawals, and imposes a lower Asset-Based Insurance Charge than the
Standard Class. Specifically, the P Class imposes a withdrawal charge on
withdrawals equal to a maximum of 8% of each purchase payment, reducing over 9
years. It also imposes an Asset-Based Insurance Charge that ranges from 1.15%
to 1.40% during the accumulation period, depending on the death benefit that
you select. The Asset-Based Insurance Charge will increase by 0.15% after
annuitization (see "Asset-Based Insurance Charge").

PURCHASE PAYMENTS

Currently, the Standard Class and P Class minimum initial purchase payment
is $5,000 for non-qualified plans and $2,000 for qualified plans. The minimum
subsequent purchase payment for non-qualified or qualified plans is $500
unless we agree otherwise. For the C Class and L Class, the minimum initial
investment is $25,000 and the minimum subsequent purchase payment is $500,
unless we agree otherwise. For the Bonus Class, the minimum initial investment
is $10,000 and the minimum subsequent purchase payment is $500, unless we
agree otherwise; however, the following exceptions may apply.

. When the Contract is bought as part of an individual retirement account
under Section 408(a) of the Code or individual retirement annuity under
Section 408(b) of the Code (both referred to as "IRAs"), and a Roth IRA
under Section 408A of the Code ("Roth IRA") the minimum initial purchase
payment we will accept is $2,000, or if you choose to have monthly
purchase payments withdrawn from your financial institution account we
will accept a minimum of $100.

. For Contracts bought as part of other types of retirement plans
qualifying for tax-benefited treatment under the Code, we may accept
lower monthly purchase payments as low as $50 per month if payments are
made through a group billing arrangement (also known as a "list bill"
arrangement).

A-22
<PAGE>

. For all other Contracts, we may accept lower monthly purchase payments as
low as $100 per month if they are made through MSA. If you would like to
exchange a New England Variable contract for a Contract, we may waive the
minimum initial and subsequent purchase payment amounts to correspond
with the old contract.

We may limit purchase payments made under a Contract. Currently, we may
refuse any purchase payment in excess of a maximum of $1,000,000. We may limit
purchase payments under a flexible purchase payment contract to three times
the amount shown in the application for any given Contract year.

NO PURCHASE PAYMENTS MAY BE MADE (1) WITHIN SEVEN YEARS PRIOR TO THE
CONTRACT'S MATURITY DATE FOR THE STANDARD CLASS; NINE YEARS FOR THE P CLASS;
THREE YEARS FOR THE L CLASS; AND NINE YEARS FOR THE BONUS CLASS OR (2) AFTER A
CONTRACT OWNER (OR THE ANNUITANT, IF THE CONTRACT IS NOT OWNED BY AN
INDIVIDUAL) REACHES AGE 91. FOR JOINT CONTRACT OWNERS, YOU MAY NOT MAKE A
PURCHASE PAYMENT AFTER THE OLDER CONTRACT OWNER REACHES AGE 86.

When we receive your completed application (information) and initial
purchase payment, within two business days we will issue your Contract. The
Contract Date is the date shown on your Contract. We will contact you if the
application is incomplete and we need additional information. We will return
initial purchase payments if this process is not completed within five
business days unless you agree otherwise. We reserve the right to reject any
application.

TEN DAY RIGHT TO REVIEW

Within 10 days (or more where required by applicable state insurance law)
after you receive your Contract you may return it to us or our agent for
cancellation. Upon cancellation of the Contract, we will return to you the
Contract Value. If required by the insurance law or regulations of the state
in which your Contract is issued, however, we will refund all purchase
payments made. If you have selected the Bonus Class and you return your
Contract during this period, we will recapture the bonus credit amount. The
amount returned to you will not be decreased by any investment loss and you
will retain any investment gain attributable to the bonus.

ALLOCATION OF PURCHASE PAYMENTS

You may allocate your purchase payments to as many accounts as you select
including the Fixed Account. You must allocate a minimum of $500 dollars to
each account you select. We convert your purchase payments, allocated to the
Eligible Funds, to a unit of interest known as an Accumulation Unit. The
number of Accumulation Units credited to the Contract is determined by
dividing the purchase payment by the Accumulation Unit Value for the selected
sub-accounts at the end of the valuation day we receive your purchase payment
at our Home Office.

CONTRACT VALUE AND ACCUMULATION UNIT VALUE

We determine the value of your Contract by multiplying the number of
Accumulation Units credited to your Contract by the appropriate Accumulation
Unit Values. The Accumulation Unit Value of each sub-account depends on the
net investment experience of its corresponding Eligible Fund and reflects the
deduction of all fees and expenses.

The Accumulation Unit Value of each sub-account was initially set at $1.00.
We determine the Accumulation Unit Value by multiplying the most recent
Accumulation Unit Value by the net investment factor for that day. The net
investment factor for any sub-account reflects the change in net asset value
per share of the corresponding Eligible Fund as of the close of regular
trading on the New York Stock Exchange from the net asset value most recently
determined, the amount of dividends or other distributions made by that
Eligible Fund since the last determination of net asset value per share, and
daily deductions from the average daily net asset value of the subaccount for
the Separate Account annual expenses which vary depending upon the Class,
death benefit, and subaccounts you choose. (See "Asset-Based Insurance Charge,
Withdrawal Charge and Other Sales Deductions.") The net investment factor may
be greater or less than one. We describe the formula for determining the net
investment factor under the caption "Net Investment Factor" in the Statement
of Additional Information.

If you select the Fixed Account option, the total Contract Value includes
the amount of Contract Value held in the Fixed Account. (See "The Fixed
Account.") If you have a loan under your Contract, the Contract Value also

A-23
<PAGE>

includes the amount of Contract Value transferred to our general account (but
outside of the Fixed Account) due to the loan and any interest credited on
that amount. We will credit interest earned on the amount held in the general
account due to the loan at least annually to the sub-accounts you selected on
the application. (See "Loan Provision for Certain Tax Benefited Retirement
Plans.")

PAYMENT ON DEATH PRIOR TO ANNUITIZATION

Prior to annuitization, your Contract's Death Proceeds will be determined as
of the end of the business day that we receive both due proof of the death of:
(1) you as Contract Owner; (2) the first Contract Owner to die, if your
Contract has joint owners; or (3) the Annuitant, if your Contract is not owned
in an individual capacity and an acceptable election for the payment method.
(If there is no named Beneficiary under a joint Contract, the Death Proceeds
will be paid to the surviving Contract Owner.)

You will receive the Standard Death Benefit unless you chose to receive one
of two enhanced death benefits--the Annual Step-Up Death Benefit or the
Greater of Annual Step-Up or 5% Annual Increase Death Benefit. Each of these
enhanced death benefits will increase the Asset-Based Insurance Charge
applicable to your Contract. You may also elect to purchase, for an additional
charge, the Earnings Preservation Benefit Rider, which provides an additional
death benefit to assist with covering taxes payable at death, and/or the
Guaranteed Minimum Income Benefit Rider, which provides a "floor" on annuity
payments. After annuitization, the charge for the Earnings Preservation
Benefit Rider and the Guaranteed Minimum Income Benefit Rider will not be
assessed.

STANDARD DEATH BENEFIT

The Standard Death Benefit at any time will be the greater of:

(1) the Contract Value; or

(2) total Purchase Payments, reduced proportionately by the percentage
reduction in Contract Value attributable to each partial withdrawal
(including any applicable Withdrawal Charge).

If you are a natural person and change the Contract Owner to someone other
than your spouse during the accumulation period, the Standard Death Benefit
payable when the new Contract Owner dies will be the greater of:

(1) the Contract Value; or

(2) the Contract Value as of the effective date of the change of Contract
Owner, increased by any purchase payments made and reduced proportionately
by the percentage reduction in Contract Value attributable to any partial
withdrawals (including any applicable Withdrawal Charge) taken after that
date.

ANNUAL STEP-UP DEATH BENEFIT

If you elect the Annual Step-Up Death Benefit, the death benefit will be the
greater of:

(1) the Contract Value; or

(2) the Highest Anniversary Value as defined below.

On the issue date, the Highest Anniversary Value is equal to your initial
purchase payment. Thereafter, the Highest Anniversary Value as recalculated
will be increased by subsequent purchase payments and reduced proportionately
by the percentage reduction in Contract Value attributable to each subsequent
partial withdrawal. On each Contract Anniversary prior to the Contract Owner's
81st birthday, the Highest Anniversary Value will be recalculated and set
equal to the greater of the Highest Anniversary Value before the recalculation
or the Contract Value on the date of the recalculation.

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If you are a natural person and change the Contract Owner to someone other
than your spouse, the death benefit is equal to the greatest of:

(a) (1) above or

(b) the Contract Value as of the effective date of the change of Contract
Owner, increased by purchase payments received after that date and reduced
proportionately by the percentage reduction in Contract Value attributable
to each partial withdrawal (including any applicable Withdrawal Charge)
made after that date; or

(c) the Highest Anniversary Value, except that the Highest Anniversary
Value will be recalculated to equal the Contract Value as of the effective
date of the Contract Owner change.

If a non-natural person owns the Contract, then Annuitant shall be deemed to
be Contract Owner in determining the death benefit. If Joint Owners are named,
the age of the oldest will be used to determine the death benefit amount.

GREATER OF ANNUAL STEP-UP OR 5% ANNUAL INCREASE DEATH BENEFIT

If you elect the Greater of Annual Step-Up or 5% Annual Increase Death
Benefit, the death benefit will be the greater of:

(1) the Contract Value; or

(2) the Enhanced Death Benefit.

The Enhanced Death Benefit is the greater of (a) or (b) below:

(a) Highest Anniversary Value (AS DEFINED ABOVE FOR THE ANNUAL STEP-UP
DEATH BENEFIT).

(b) Annual Increase Amount: ON THE ISSUE DATE, THE ANNUAL INCREASE AMOUNT
IS EQUAL TO YOUR INITIAL PURCHASE PAYMENT. THEREAFTER, THE ANNUAL INCREASE
AMOUNT IS EQUAL TO (I) LESS (II)

(i) is purchase payments accumulated at the Annual Increase Rate. The
Annual Increase Rate is 5% per year through the Contract Anniversary
immediately prior to the Contract Owner's 81st birthday, and 0% per
year thereafter; and

(ii) Withdrawal Adjustments accumulated at the Annual Increase Rate.
A Withdrawal Adjustment is equal to the value of the Annual Increase
Amount immediately prior to a withdrawal multiplied by the percentage
reduction in Contract Value attributable to that partial withdrawal
(including any applicable Withdrawal Charge).

If you are a natural person and change the Contract Owner to someone other
than your spouse, the death benefit is equal to the greater of the Contract
Value or the Enhanced Death Benefit; however, for purposes of calculating the
Enhanced Death Benefit:

(a) the Highest Anniversary Value equals your Contract Value as of the
date the Contract Owner is changed; and

(b) the current Annual Increase Amount equals your Contract Value as of
the date the Contract Owner is changed. After that date, the Contract Value
on the date the Contract Owner is changed will be treated as the initial
purchase payment, and purchase payments received and partial withdrawals
taken (including any applicable Withdrawal Charge) prior to the changes of
Contract Owner will not be taken into account.

If a non-natural person owns the Contract, then the Annuitant will be
treated as the Contract Owner in determining the death benefit. If Joint
Owners are named, the age of the oldest will be used to determine the death
benefit amount.

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EARNINGS PRESERVATION BENEFIT RIDER

The Earnings Preservation Benefit Rider is an optional rider that provides
an enhanced death benefit to assist with covering income taxes payable upon
death. The death benefit amount will be calculated upon the death of the first
owner or joint owner. If the spouse is the beneficiary, he or she may elect to
continue this rider along with the base Contract and other riders. This
benefit must be paid on the second death of a spouse. The rider terminates,
and the rider fee is removed, upon payment of the death benefit.

Before the Contract Anniversary immediately prior to the Contract Owner's
81st birthday, the Earnings Preservation Benefit is equal to the applicable
Benefit Percentage from the table below times the amount calculated by (a)-(b)
below:

(a) is the death benefit under your Contract; and

(b) total purchase payments not withdrawn. For purposes of calculating
this value, partial withdrawals (including any applicable Withdrawal
Charge) are first applied against earnings in the Contract and then against
purchase payments.

On or after the Contract Anniversary immediately prior to the Contract
Owner's 81st birthday, the Earnings Preservation Benefit is equal to the
applicable Benefit Percentage times the amount calculated by (a)-(b) below:

(a) the death benefit amount on the Contract Anniversary immediately
prior to the Contract Owner's 81st birthday, increased by subsequent
purchase payments and reduced proportionately by the percentage reduction
in Contract Value attributable to each subsequent partial withdrawal
(including any applicable Withdrawal Charge); and

BENEFIT PERCENTAGE

<TABLE>
<CAPTION>
ISSUE AGE PERCENTAGE
--------- ----------
<S> <C>
Ages 69 or younger 40%
Ages 70-79 25%
Ages 80 and above 0%
</TABLE>

If a non-natural person owns the Contract, then the Annuitant will be
treated as Contract Owner in determining the Earnings Preservation Benefit. If
Joint Owners are named, the age of the oldest Contract Owner will be used to
determine the Earnings Preservation Benefit.

AN ANNUAL EXPENSE OF 0.25% WILL BE DEDUCTED DAILY FROM SUB-ACCOUNT ASSETS
FOR THIS BENEFIT. THIS CHARGE WILL NOT APPLY AFTER ANNUITIZATION.

THIS BENEFIT IS NOT CURRENTLY AVAILABLE FOR QUALIFIED PLANS.

Options for Death Proceeds. For non-tax qualified plans, the Code requires
that if the Contract Owner (or, if applicable, Annuitant) dies prior to
annuitization, we must pay Death Proceeds within 5 years from the date of
death or apply the Death Proceeds to a payment option to begin within one
year, but not to exceed the life expectancy of the beneficiary. We will pay
the Death Proceeds, reduced by the amount of any outstanding loan plus accrued
interest and by any applicable premium tax charge, in a lump sum or apply them
to provide one or more of the fixed or variable methods of payment available
(see "Annuity Options"). (Certain annuity payment options are not available
for the Death Proceeds.) You may elect the form of payment during your
lifetime (or during the Annuitant's lifetime, if the Contract is not owned by
an individual). This election, particularly for Contracts issued in connection
with retirement plans qualifying for tax benefited treatment, is subject to
any applicable requirements of Federal tax law. For Death Proceeds to be paid
other than immediately in lump sum, any portion in the Variable Account
remains in the Variable Account until distribution begins. From the time the
Death Proceeds are determined until complete distribution is made, any amount
in the Variable Account will be subject to investment risk. The beneficiary
bears such investment risk.

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If you have not elected a form of payment, your Beneficiary has 90 days
after we receive due proof of death to make an election. If you make no
election, your contract will be continued if permitted under our rules then in
effect. Whether and when such an election is made could affect when the Death
Proceeds are deemed to be received under the tax laws.

The Beneficiary may: (1) receive payment in a single sum; (2) receive
payment in the form of certain annuity payment options that begin within one
year of the date of death; or (3) if eligible, continue the Contract under the
Beneficiary Continuation provision or the Spousal Continuation provision, as
further described below. IF THE BENEFICIARY DOES NOT MAKE AN ELECTION WITHIN
90 DAYS AFTER WE RECEIVE DUE PROOF OF DEATH, AND THE BENEFICIARY IS ELIGIBLE
FOR EITHER THE BENEFICIARY CONTINUATION OR THE SPOUSAL CONTINUATION PROVISION,
WE WILL CONTINUE THE CONTRACT UNDER THE APPLICABLE PROVISION.

There are comparable rules for distributions on the death of the Annuitant
under tax qualified plans. However, if the Beneficiary under a tax qualified
Contract is the Annuitant's spouse, tax law generally allows distributions to
begin by the year in which the Annuitant would have reached age 70 1/2 (which
may be more or less than five years after the Annuitant's death). See
"Qualified Contracts--Distributions from the Contract."

If you (or, if applicable, the Annuitant) die on or after annuitization, the
remaining interest in the Contract will be distributed as quickly as under the
method of distribution in effect on the date of death.

--BENEFICIARY CONTINUATION

Since tax law requires that Death Proceeds be distributed within five years
after the death of a Contract Owner (or, if applicable, the Annuitant), the
Beneficiary Continuation provision permits a Beneficiary to keep the Death
Proceeds in the Contract and to continue the Contract for a period ending five
years after the date of death. The Death Proceeds must meet our published
minimum (currently $5,000 for non-tax qualified Contracts and $2,000 for tax
qualified Contracts) in order for the Contract to be continued by any
Beneficiary.

IF THE BENEFICIARY DOES NOT MAKE AN ELECTION WITHIN 90 DAYS AFTER WE RECEIVE
DUE PROOF OF DEATH, WE WILL CONTINUE THE CONTRACT UNDER THE BENEFICIARY
CONTINUATION PROVISION FOR A PERIOD ENDING FIVE YEARS AFTER THE DATE OF DEATH.
IF BENEFICIARY CONTINUATION IS NOT AVAILABLE BECAUSE THE BENEFICIARY'S SHARE
OF THE DEATH PROCEEDS DOES NOT MEET OUR PUBLISHED MINIMUM, HOWEVER, WE WILL
PAY THE DEATH PROCEEDS IN A SINGLE SUM UNLESS THE BENEFICIARY ELECTS AN
ANNUITY PAYMENT OPTION WITHIN 90 DAYS AFTER WE RECEIVE DUE PROOF OF DEATH.

The Death Proceeds become the Contract Value on the date of the continuation
and are allocated among the accounts in the same proportion as they had been
prior to the continuation. In addition, the Beneficiary will have the right to
make transfers and fully or partially withdraw his or her portion of the
Contract Value, but may not make further purchase payments, take loans, or
exercise the dollar cost averaging feature. No minimum guaranteed death
benefit amount or Withdrawal Charge will apply. Five years from the date of
death of the Contract Owner (or, if applicable, the Annuitant), we will pay
the Beneficiary's Contract Value to the Beneficiary. If the Beneficiary dies
during that five year period, the Beneficiary's death benefit is the Contract
Value on the date when we receive due proof of death.

--SPECIAL OPTIONS FOR SPOUSES

Under the Spousal Continuation provision, the Contract may be continued
after your death prior to annuitization in certain situations: if a Contract
has spousal joint owners who are also the only Beneficiaries under the
Contract, or if only one spouse is the Contract Owner (or, if applicable, the
Annuitant) and the other spouse is the primary Beneficiary. In either of these
situations, the surviving spouse may elect, within 90 days after we receive
due proof of your death:

(1) to receive the Death Proceeds either in one sum or under a permitted
payment option;

(2) to continue the Contract under the Beneficiary Continuation
provision; or

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<PAGE>

(3) to continue the Contract under the Spousal Continuation provision
with the surviving spouse as the Contract Owner (or, if applicable, the
Annuitant).

IF THE SURVIVING SPOUSE DOES NOT MAKE AN ELECTION WITHIN 90 DAYS AFTER WE
RECEIVE DUE PROOF OF DEATH, WE WILL AUTOMATICALLY CONTINUE THE CONTRACT UNDER
THE SPOUSAL CONTINUATION PROVISION IF OUR RULES PERMIT, AND THE SURVIVING
SPOUSE WILL NOT BE ABLE TO RECEIVE THE DEATH PROCEEDS AT THAT TIME. The terms
and conditions of the Contract that applied prior to the death will continue
to apply, with certain Exceptions described in the Contract.

If a loan exists at the time the Contract Owner (or, if applicable,
Annuitant) dies, and the Contract is continued under the Spousal Continuation
provision, the amount of the outstanding loan plus accrued interest will be
treated as a taxable distribution from the Contract to the deceased Contract
Owner, and we will reduce the Contract Value accordingly.

TRANSFER PRIVILEGE

Currently, you may transfer your Contract Value among sub-accounts and/or
the Fixed Account without incurring federal income tax consequences. It is not
clear, however, whether the Internal Revenue Service will limit the number of
transfers between sub-accounts and/or the Fixed Account. See "Tax Status of
the Contract--Diversification."

We currently do not charge a transfer fee or limit the number of transfers.
We reserve the right to limit transfers and to charge a transfer fee of up to
$25. We will not restrict transfers to less than 12. If we do change our
policy, we will notify you in advance. Currently we allow a maximum of
$500,000 and a minimum of $500 for each transfer unless otherwise agreed. (If
a sub-account contains less than [$500], that full amount may be transferred
to a sub-account in which you already invested, or you may transfer this
amount in combination with Contract Value from another sub-account so that the
total transferred to the new sub-account is at least [$500].)

During the Income Period, you may not make any transfers to the Fixed
Account if you are receiving payments under a variable payment option. No
transfers are allowed if you are receiving payments under a fixed payment
option.

We will treat as one transfer all transfers requested by you on the same day
for all Contracts you own. For multiple transfers requested on the same day,
which exceed the $500,000 maximum, we will not execute any amount of the
transfer. We will make transfers at the Accumulation Unit Values next
determined after we receive your request.

Your right to make transfers is subject to limitations or modification by us
if we determine, in our sole opinion, that the exercise of the right by one or
more Contract Owners with interests in the sub-account is, or would be, to the
disadvantage of other Contract Owners, including certain "market timing"
activities. We may apply any such limitations or modifications to transfers to
or from one or more of the sub-accounts. These limitations or modifications
may include (but are not limited to) any of the following:

. the requirement of a minimum time period between each transfer;

. not accepting a transfer request from a third party acting under
authorization on behalf of more than one Contract Owner;

. limiting the dollar amount that may be transferred between the sub-
accounts by an Contract Owner at any one time; and

. requiring that a written transfer request be provided to us, signed by an
Contract Owner.

To the extent permitted by applicable law, we reserve the right to defer the
transfer privilege at any time that we are unable to purchase or redeem shares
of any of the Eligible Funds available through the Variable Account. In
addition, in accordance with applicable law, we reserve the right to modify or
terminate the transfer privilege at any time.

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The above limitations on transfers that we determine to be based on market-
timing do not apply to Contracts issued in New York. In New York as in all
other states, however, transfers can be made under Powers of Attorney only
with our consent.

The Metropolitan Fund may restrict or refuse purchases or redemptions of
shares in their Portfolios as a result of certain market timing activities.
You should read the prospectuses of these Eligible Funds for more details.

We reserve the right to limit the number of transfers during the
accumulation and/or income periods. We also reserve the right to refuse
transfers to the Fixed Account if we are paying an interest rate on the Fixed
Account equivalent to our guaranteed minimum interest rate of 3%. We will
notify you, in advance, if we change the above transfer provisions.

See "Requests and Elections" for information regarding transfers made by
written request and by telephone.

For special rules regarding transfers involving the Fixed Account, see "The
Operation of Fixed Account." We limit transfers out of the Fixed Account as to
amount. Special limits may apply on purchase payments and amounts transferred
into the Fixed Account. See the Statement of Additional Information.

We may distribute your Contract Value among as many subaccounts as you
choose (including the Fixed Account) at any time. You must allocate a minimum
of $500 dollars per account. We will not process transfer requests not
complying with this rule.

DOLLAR COST AVERAGING

We offer an automated transfer privilege called dollar cost averaging. Under
this feature you may request that we transfer an amount of your Contract Value
on the same day each month, prior to annuitization, from any one account of
your choice to one or more of the other accounts (including the Fixed Account,
subject to the limitations on transfers into the Fixed Account). We currently
restrict the amount of Contract Value which you may transfer from the Fixed
Account. We allow one dollar cost averaging program to be active at a time.
Currently, you must transfer a minimum of $500 to each account that you select
under this feature. If we impose a transfer fee, we may count transfers made
under the dollar cost averaging program against the number of transfers per
year allowed free of charge. You may cancel your use of the dollar cost
averaging program at any time prior to the monthly transfer date. You may not
participate in a dollar cost averaging program while you are participating in
the asset rebalancing program. (See Appendix A for more information about
Dollar Cost Averaging and the Statement of Additional Information for more
information on Dollar Cost Averaging and the Fixed Account.)

Guaranteed Account. To the extent allowed by state law, we may credit an
interest rate different from the current Fixed Account rate, to eligible
payments that you allocate to a Guaranteed Account we establish for the
purpose of enhanced dollar cost averaging (an "enhanced dollar cost averaging
option"). The Guaranteed Account is part of our general account. Enhanced
dollar cost averaging is available for Standard Class, P Class and L Class
Contracts, but is not available for Bonus Class and C Class Contracts. Only
one dollar cost averaging program may be in effect at one time. Amounts in a
Guaranteed Account are subject to the following limitations:

. Certain rules and limitations may apply to the purchase payments you can
allocate.

. These amounts cannot be used as collateral for a loan.

. At the end of the Guarantee Period (currently anticipated to be three,
six or twelve months), any amounts remaining will be transferred to other
accounts, based on the allocation in effect for future net purchase
payments.

Under enhanced dollar cost averaging, you currently may select a duration of
three, six, or twelve months. The first transfer will be made on the date
amounts are allocated to the enhanced dollar cost averaging option. Subsequent
transfers will be made on the same day in subsequent months. If amounts are
received on the 29th, 30th, or 31st of the month, the subsequent dollar cost
averaging transactions will be made on the 1st day of the following month. If
the selected day is not a business day, the dollar cost averaging transaction
will occur on the next business day.

The transfer amount will be equal to the amount allocated to the enhanced
dollar cost averaging option divided by the selected duration in months. For
example, a $12,000 allocation to a six-month enhanced dollar cost averaging
option will consist of a $2,000 transfer each month for six months, and a
final transfer of any remaining amounts, including the interest credited,
separately as a seventh transfer.

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<PAGE>

If a subsequent premium is allocated to an enhanced rate dollar cost
averaging option while dollar cost averaging transfers are currently active,
the subsequent payment will be allocated to the active enhanced dollar cost
averaging option (3, 6 or 12 months) generally at the then current rate. The
dollar cost averaging transfer amount will be increased by the subsequent
investment amount divided by the number of months in the selected duration
period for the program. Using our example above, a subsequent $6,000
allocation to a 6 month dollar cost averaging will increase the dollar cost
averaging transfer amount from $2,000 to $3,000 ($12,000/6 + $6,000/6). Dollar
cost averaging transfers will be made on a first-in first-out basis. If a
subsequent premium is allocated to an enhanced rate dollar cost averaging
option, the program will end when the assets are exhausted (which may be
sooner or later than the selected period).

ASSET REBALANCING

We offer an asset rebalancing program for Contract Value. Contract Value
allocated to the sub-accounts can be expected to increase or decrease at
different rates due to market fluctuations. An asset rebalancing program
automatically reallocates your Contract Value among the sub-accounts
periodically (either annually, semi-annually or quarterly) to return the
allocation to the allocation percentages you specify. Asset rebalancing is
intended to transfer Contract Value from those sub-accounts that have
increased in value to those that have declined, or not increased as much, in
value. Over time, this method of investing may help you "buy low and sell
high," although there can be no assurance that this objective will be
achieved. Asset rebalancing does not guarantee profits, nor does it assure
that you will not have losses.

You may select an asset rebalancing program when you apply for the contract
or at a later date by contacting our Home Office. You specify the percentage
allocations to which your contract value will be reallocated among the sub-
accounts (excluding the Fixed Account). You may not participate in the asset
rebalancing program while you are participating in the dollar cost averaging
program. On the last day of each period on which the New York Stock Exchange
is open, we will transfer Contract Value among the sub-accounts to the extent
necessary to return the allocation to your specifications. Asset rebalancing
will continue until you notify us in writing or by telephone at our Home
Office. Asset rebalancing cannot continue beyond the Maturity Date. Currently,
we don't count transfers made under an asset rebalancing program for purposes
of the transfer rules described above.

WITHDRAWALS

Before annuitization, you may withdraw all or part of your Contract Value.
You may receive the proceeds in cash or apply them to a payment option. The
proceeds you receive will be the Contract Value reduced by the following
amounts:

. any applicable Withdrawal Charge;

. the Administration Contract Charge (on a full withdrawal only of a
Contract with Contract Value less than $50,000);

. a premium tax charge (in certain states only); and

. any outstanding loan plus accrued interest (on a full withdrawal only).

See "Asset-Based Insurance Charges, Withdrawal Charge and Other Deductions"
and "Loan Provision for Certain Tax Benefited Retirement Plans" for a
description of these charges and when they apply.

Restrictions. Federal tax laws, laws relating to employee benefit plans, or
the terms of benefit plans for which the Contracts may be purchased may
restrict your right to withdraw the Contract.

. The Optional Retirement Program of the University of Texas System does
not permit withdrawals prior to the plan participant's death, retirement,
or termination of employment in all Texas public institutions of higher
education.

. Federal tax laws impose penalties on certain premature distributions from
the Contracts. Full and partial withdrawals and systematic withdrawals
prior to age 59 1/2 may be subject to a 10% penalty tax (and 25% in the
case of a withdrawal from a SIMPLE IRA within the first two years). (See
"Federal Income Tax Status.")

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Because a withdrawal may result in adverse tax consequences, you should
consult a qualified tax advisor before making the withdrawal. (See "Federal
Income Tax Status--Qualified Contracts.")

How to withdraw all or part of your Contract Value.

. You must submit a request to our Home Office. (See "Requests and
Elections.")

. You must provide satisfactory evidence of terminal illness, confinement
to a nursing home or permanent and total disability if you would like to
have the Withdrawal Charge waived. (See "Administration Charges,
Withdrawal Charge and Other Deductions.")

. You must state in your request whether you would like to apply the
proceeds to a payment option (otherwise you will receive the proceeds in
a lump sum and may be taxed on them).

. We have to receive your withdrawal request in our Home Office prior to
the Maturity Date or Contract Owner's death.

We will normally pay withdrawal proceeds within seven days after receipt of
a request at the Home Office, but we may delay payment, by law, under certain
circumstances. (See "Suspension of Payments.")

Amount of Withdrawal. We will base the amount of the withdrawal proceeds on
the Accumulation Unit Values that are next computed after we receive the
completed withdrawal request at our Home Office. However, if you choose to
apply the withdrawal proceeds to a payment option, we will base the withdrawal
proceeds on Accumulation Unit Values calculated on a later date if you so
specify in your request. The amount of a partial withdrawal is a minimum of
$500 unless we consent otherwise. After a partial withdrawal, your remaining
Contract Value must be at least $2,000, unless we consent to a lower amount.
If your Contract is subject to an outstanding loan, the remaining unloaned
Contract Value must be at least 10% of the total Contract Value after the
partial withdrawal or $2,000, whichever is greater (unless we consent to a
lesser amount). Otherwise, at your option, either we will reduce the amount of
the partial withdrawal or we will treat the transaction as a full withdrawal
that is subject to the full amount of any applicable Withdrawal Charge. A
partial withdrawal will reduce your Contract Value in the sub-accounts and
Fixed Account in proportion to the amount of your Contract Value in each,
unless you request otherwise.

SYSTEMATIC WITHDRAWALS

Under the Systematic Withdrawal feature you may withdraw a portion of your
Contract Value automatically on a monthly, quarterly, semi-annual or annual
basis prior to annuitization. For all Classes other than the C Class, only
monthly withdrawals may be made during the 1st contract year. For each
selected period, either a fixed dollar amount (which you can change
periodically) or the investment gain in the Contract may be withdrawn. If a
fixed dollar amount is elected, the annualized amount to be withdrawn cannot
exceed 10% of total purchase payments, unless we agree otherwise. If you elect
to withdraw the investment gain only, we will not permit loans. Conversely, if
you have a loan, you will not be able to elect the investment gain only option
under the Systematic Withdrawal feature. Currently a withdrawal must be a
minimum of $500 (unless we consent otherwise). If you choose to have the
investment gain withdrawn and it is less than $500 (or an otherwise agreed
upon amount) for a month, no withdrawal will be made that month. We reserve
the right to change the required minimum systematic withdrawal amount. If the
New York Stock Exchange is closed on the day when the withdrawal is to be
made, we will process the withdrawal on the next business day. The Withdrawal
Charge will apply to amounts you receive under the Systematic Withdrawal
program in the same manner as it applies to other partial withdrawals and
withdrawals of Contract Value. (See "Withdrawal Charge.")

If you make a partial withdrawal or a purchase payment at the same time that
you are having the investment gain withdrawn under the Systematic Withdrawal
feature, we will cancel the Systematic Withdrawal effective as of the next
monthly withdrawal date. However, at your option, we will resume Systematic
Withdrawals the following month. We will adjust the amount of the Systematic
Withdrawals to reflect the purchase payment or partial withdrawal.

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If you continue to make purchase payments under the Contract while you are
making Systematic Withdrawals you could incur any applicable Withdrawal Charge
on the withdrawals at the same time that you are making the new purchase
payments. However, no Withdrawal Charge will apply if you are having the
investment gain (rather than a fixed dollar amount) withdrawn.

The Federal tax laws may include systematic withdrawals in your gross income
in the year in which you receive the withdrawal amount and will impose a
penalty tax of 10% on certain systematic withdrawals which are premature
distributions. The application for the systematic withdrawal program sets
forth additional terms and conditions.

LOAN PROVISION FOR CERTAIN TAX BENEFITED RETIREMENT PLANS

Contract loans are available to participants under tax-exempt organizations
pursuant to Section 403(b) of the Code ("TSA Plans") that are not subject to
ERISA and to trustees of Qualified Plans (including those subject to ERISA).
Availability of Contract loans is subject to state insurance department
approval. The minimum loan amount is currently $1,000.

For more information on tax and ERISA rules relating to loans, please see
"Federal Income Tax Status" in this prospectus. We strongly encourage you to
discuss the tax and ERISA implications of loans with a qualified tax advisor.

We will not permit more than one loan at a time on any Contract except where
state regulators require otherwise. Additional limits apply to qualified
loans. Please see your plan administrator and/or refer to your contract for
details.

When you take out a loan we will transfer a portion of your Contract Value
equal to the amount of the loan to our general account. This portion of
Contract Value will earn interest (which is credited to your Contract),
currently at the effective rate of 4 1/2% per year. We will credit this earned
interest to your Contract's sub-accounts (and to the Fixed Account) annually
in accordance with your previous allocation instructions.

Under current rules, interest charged on the loan will be 6 1/2% per year.
Depending on our interpretation of applicable law and on our administrative
procedures, the interest rates charged and earned on loaned amounts may be
changed (for example, to provide for a variable interest rate) with respect to
new loans made. Because the amount moved to the general account as a result of
the loan does not participate in the Variable Account's investment experience,
a Contract loan can have a permanent effect on your Contract Value and Death
Proceeds.

You must repay loans within 5 years except for certain loans used for the
purchase of a principal residence, (which must be repaid within 20 years). We
will require repayment of the principal amount and interest on the loan in
equal monthly installments under our repayment procedures. Contract loans are
subject to applicable retirement program laws and their taxation is determined
under the Code.

If you have a loan you may not be able to make any partial withdrawals.
After any partial withdrawal, the remaining unloaned Contract Value must be at
least 10% of the total Contract Value after the partial withdrawal or $2,000,
whichever is greater (unless we consent to a lesser amount). If a partial
withdrawal by us to enforce the loan repayment schedule would reduce the
unloaned Contract Value below this amount, we reserve the right to withdraw
your entire Contract and apply the Contract Value to the Withdrawal Charge,
the Administration Contract Fee and the amount owed to us under the loan. If
at any time an excess Contract loan exists (that is, the Contract loan balance
exceeds the Contract Value), we have the right to terminate your Contract.

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<PAGE>

Unless you request otherwise, Contract loans will reduce the amount of the
Contract Value in the accounts in proportion to the Contract Value in each
account. If any portion of the Contract loan was attributable to Contract
Value in the Fixed Account, then you will have to allocate an equal portion of
each loan repayment to the Fixed Account. (For example, if 50% of the loan was
attributable to your Fixed Account Contract Value, then 50% of each loan
repayment will be allocated to the Fixed Account). Unless you request
otherwise, we will allocate a repayment to the sub-accounts in the same
proportions to which the loan was attributable to the sub-accounts.

We will reduce the amount of your death proceeds, the amount payable upon
withdrawal of your Contract and the amount applied on the Maturity Date to
provide annuity payments by the amount of any outstanding Contract loan plus
accrued interest. In these circumstances, the amount of the outstanding
Contract loan plus accrued interest generally will be taxed as a taxable
distribution.

We will provide further information regarding loans upon request.

SUSPENSION OF PAYMENTS

We reserve the right to suspend or postpone the payment of any amounts due
under the Contract or transfers of Contract Values between sub-accounts or to
the Fixed Account when permitted under applicable Federal laws, rules and
regulations. Current Federal law permits such suspension or postponement if:
(a) the New York Stock Exchange is closed (other than for customary weekend
and holiday closings); (b) trading on the Exchange is restricted; (c) an
emergency exists so that it is not practical to dispose of securities held in
the Variable Account or to determine the value of its assets; or (d) the
Securities and Exchange Commission by order so permits for the protection of
securities holders.

INACTIVE CONTRACTS

We may terminate this Contract by paying you the Contract Value in a lump
sum if, prior to the date you choose to annuitize, you make no purchase
payments for two consecutive Contract Years, the total amount of purchase
payments made, less any partial withdrawals, is less than $2,000, and the
Contract Value on or after the end of such two year period is less than
$2,000.

OWNERSHIP RIGHTS

During the Annuitant's lifetime, all rights under the Contract belong solely
to you as the Contract Owner unless otherwise provided.

These rights include the right to:

. change the Beneficiary

. change the Annuitant before the Annuity Date (subject to our underwriting
and administrative rules)

. assign the Contract (subject to limitations)

. change the payment option

. exercise all other rights, benefits, options and privileges allowed by
the Contract or us.

If you use a Contract to fund an IRA or TSA Plan, the Contract Owner must be
the Annuitant, and we will not allow a Contingent Annuitant. If you transfer
ownership of the Contract under an ERISA "Pension Plan" to a non-spousal
beneficiary, you may need spousal consent.

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<PAGE>

Qualified Plans and certain TSA Plans with sufficient employer involvement
are deemed to be "Pension Plans" under ERISA and may, therefore, be subject to
rules under the Retirement Equity Act of 1984. These rules require that
benefits from annuity contracts purchased by a Pension Plan and distributed to
or owned by a participant be provided in accordance with certain spousal
consent, present value and other requirements which are not enumerated in your
Contract. You should consider carefully the tax consequences of the purchase
of the Contracts by Pension Plans.

Contracts offered by the prospectus which we designed to qualify for the
favorable tax treatment described below under "Federal Income Tax Status"
contain restrictions on transfer or assignment, reflecting requirements of the
Code which must be satisfied in order to assure continued eligibility for such
tax treatment. In accordance with such requirements, ownership of such a
Contract may not be changed and the Contract may not be sold, assigned or
pledged as collateral for a loan or for any other purpose except under some
limited circumstances. A Contract Owner contemplating a sale, assignment or
pledge of the Contract should carefully review its provisions and consult a
qualified tax advisor.

If your Contract is used in connection with deferred compensation plans or
retirement plans not qualifying for favorable Federal tax treatment, such
plans may also restrict the exercise of your rights. You should review the
provisions of any such plan.

REQUESTS AND ELECTIONS

Requests for sub-account transfers or reallocation of future purchase
payments may be made:

. By Telephone (1-800-435-4117), between the hours of 9:00 a.m. and 4:00
p.m. Eastern Time

. Through your Registered Representative

. In writing to our Home Office, or

. By fax (617-578-5412)

We will use reasonable procedures such as requiring certain identifying
information, tape recording the telephone instructions, and providing written
confirmation of the transaction, in order to confirm that instructions
communicated by telephone or fax are genuine. Any telephone or fax
instructions reasonably believed by us to be genuine will be your
responsibility, including losses arising from any errors in the communication
of instructions. As a result of this policy, you will bear the risk of loss.
If we do not employ reasonable procedures to confirm that instructions
communicated by telephone or fax are genuine, we may be liable for any losses
due to unauthorized or fraudulent transactions. All other requests and
elections under your Contract must be in writing signed by the proper party,
must include any necessary documentation and must be received at our Home
Office to be effective. If acceptable to us, requests or elections relating to
Beneficiaries and ownership will take effect as of the date signed unless we
have already acted in reliance on the prior status. We are not responsible for
the validity of any written request or election.

CONFIRMING TRANSACTIONS

We will send out written statements confirming that a transaction was
recently completed. Certain transactions may be confirmed quarterly. Unless
you inform us of any errors within 60 days of receipt, we will consider these
communications to be accurate and complete.

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<PAGE>

ASSET-BASED INSURANCE CHARGES,
WITHDRAWAL CHARGE AND OTHER DEDUCTIONS

We deduct various charges from your Contract Value for the services
provided, expenses incurred and risks assumed in connection with your
Contract. The charges are:

. Asset-Based Insurance Charge

. Contract Administration Fee

. Withdrawal Charge

. Account Distribution Fees, if any

. For Contract with an Earnings Preservation Benefit Rider, an Extra Fee

. Premium Tax Charge and Other Expenses

We describe these charges below. The amount of a charge may not necessarily
correspond to the costs associated with providing the services or benefits
indicated by the designation of the charge or associated with the particular
Contract. For example, the Withdrawal Charge may not fully cover all of the
sales and distribution expenses actually incurred by us, and proceeds from
other charges, including the mortality and expense risk charge, may be used in
part to cover such expenses. Eligible Fund operating expenses are shown on
page A-7.

ASSET-BASED INSURANCE CHARGE

We impose an annual Asset-Based Insurance Charge on the Contract Value. The
amount of the charge depends upon the Class of Contract you select, the
features you choose for your Contract, and the sub-accounts you select. We
deduct this charge daily from the assets in each sub-account.

This amount compensates us for mortality risks we assume for the annuity
payment and death benefit guarantees made under the Contract. These guarantees
include making annuity payments that won't change based on our actual
mortality experience, and providing a guaranteed minimum death benefit under
the Contract. The charge also compensates us for expense risks we assume to
cover Contract maintenance expenses. These expenses may include issuing
Contracts, maintaining records, making and maintaining subaccounts available
under the Contract and performing accounting, regulatory compliance, and
reporting functions. This charge also compensates us for costs associated with
the establishment and administration of the Contract, including programs like
transfers and Dollar Cost Averaging.

If the Asset-Based Insurance Charge is inadequate to cover the actual
expenses of mortality, maintenance, and administration, we will bear the loss.
If the charge exceeds the actual expenses, we will add the excess to our
profit and it may be used to finance distribution expenses.

The chart below lists the amount of the Asset-Based Insurance Charge (as an
annual percentage of the daily net assets of each sub-account)* for each Class
and for each death benefit option prior to annuitization.

<TABLE>
<CAPTION>
STANDARD BONUS C
CLASS CLASS** CLASS L CLASS P CLASS
-------- ------- ----- ------- -------
<S> <C> <C> <C> <C> <C>
Standard Death Benefit.................. 1.25% 1.60% 1.60% 1.50% 1.15%
Annual Step-Up Death Benefit............ 1.35% 1.70% 1.70% 1.60% 1.25%
Greater of Annual Step-Up or 5% Annual
Increase Death Benefit................. 1.50% 1.85% 1.85% 1.75% 1.40%
</TABLE>

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<PAGE>

We continue to assess an Asset-Based Insurance Charge after annuitization.
If you elect an enhanced death benefit, the amount of the Asset-Based
Insurance Charge after annuitization will equal the level of the charge that
would apply if you had not elected an enhanced death benefit. For the P Class,
the Asset-Based Insurance Charge will increase by 0.15% after annuitization.

CONTRACT ADMINISTRATIVE FEE

The annual Contract Administrative Fee is $30 if your Contract Value is less
than $50,000. This fee (along with a portion of the Asset-Based Insurance
Charge) is for such expenses as issuing Contracts, maintaining records,
providing accounting, valuation, regulatory and reporting services, as well as
expenses associated with marketing, sale and distribution of the Contracts.

We deduct the fee from your Contract Value on each Contract anniversary for
the prior Contract Year from each sub-account in the ratio of your interest in
each to your total Contract Value. We will deduct it at annuitization or at
the time of a full withdrawal if it is not on a Contract anniversary if your
Contract Value is less than $50,000. We reserve the right to deduct this fee
during the Income Period, pro rata from each income payment. If we issue two
Contracts to permit the funding of a spousal IRA, we will impose the Contract
Administrative Fee only on the Contract to which you have allocated the larger
purchase payments in your Contract application. We deduct the charge entirely
from the Contract Value in the Variable Account, and not from the Contract
Value in the Fixed Account or our general account as the result of a loan.

WITHDRAWAL CHARGE

We do not deduct or charge for sales expenses from your purchase payments
when they are made. This charge does not apply to the C Class. However, a
Withdrawal Charge may apply on certain events ("withdrawal events").
Withdrawal events are: (a) a full or partial withdrawal of your Contract
(including withdrawals where you apply the proceeds to certain payment
options); (b) in some circumstances, a withdrawal of the commuted value of
amounts that you applied to an annuity payment option; or (c) under Contracts
issued in New York, the Annuity Date if at that date a purchase payment has
been invested for less than seven years.

When you make a full withdrawal of your Contract, we take into account the
Withdrawal Charge in calculating the proceeds you will receive. On a partial
withdrawal, we deduct the Withdrawal Charge from the Contract Value remaining
after deduction of the amount you requested. We take the Withdrawal Charge
from the Contract Value in the sub-accounts and the Fixed Account in the same
proportion as the Contract Value withdrawal.

The Charge equals a percentage of each purchase payment. Each purchase
payment is subject to the charge for seven years (12 month periods) from the
date we receive it, as follows:

<TABLE>
<CAPTION>
STANDARD
IF WITHDRAWN DURING YEAR CLASS BONUS CLASS L CLASS P CLASS
------------------------ -------- ----------- ------- -------
<S> <C> <C> <C> <C>
1............ 7% 8% 7% 8%
2............ 6% 8% 6% %
3............ 6% 8% 6% %
4............ 5% 7% 0% %
5............ 4% 6% 0% %
6............ 3% 5% 0% %
7............ 2% 4% 0% %
8............ 0% 3% 0% %
9............ 0% 2% 0% %
Thereafter..... 0% 0% 0% 0%
</TABLE>

On a Standard, Bonus, L, or P Class Contract in any Contract Year you may
withdraw the free withdrawal amount without incurring the Withdrawal Charge.

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<PAGE>

In the first Contract Year, no free withdrawal amount is available unless it
is part of a monthly systematic withdrawal program in which the monthly
withdrawal amount does not exceed 1/12 of 10% of total purchase payments.
After the first Contract Year, the annual free withdrawal amount is equal to
10% of total purchase payments, less the total free withdrawal amount
previously withdrawn in the same contract year.

We will attribute a withdrawal first to earnings then to the free withdrawal
amount. If you withdraw an amount greater than the free withdrawal amount, we
will attribute the excess to purchase payments on a "first-in, first-out"
basis. That is, we will withdraw your purchase payments in the order you made
them.

Free withdrawal amounts do not reduce the total purchase payments that are
potentially subject to the Withdrawal Charge under your Contract.

If your Contract Value is less than your total purchase payments due to a
free withdrawal, negative investment performance or deduction of the
Administration Contract Fee, the following rules apply for calculating the
Withdrawal Charge: the deficiency will be attributed to your most recent
purchase payment first, and subsequent earnings will be credited to that
deficiency (and not treated as earnings) until Contract Value exceeds purchase
payments.

Waiver of the Withdrawal Charge. No Withdrawal Charge will apply to the
Standard, L, P and Bonus Class:

. On the Maturity Date or payment of the Death Proceeds.

. If you apply the proceeds to a variable or fixed payment option involving
a life contingency (described under "Annuity Options"), or, for a minimum
specified period of 15 years, to either the Variable Income for a
Specified Number of Years Option or the Variable Income Payments to Age
100 Option (if elected prior to age 85), or a comparable fixed option.
However, if you later withdraw the commuted value of amounts placed under
any of those options, we will deduct from the amount you receive a
portion of the Withdrawal Charge amount that we would have deducted when
you originally applied the Contract proceeds to the option. We will take
into account the lapse of time from annuitization to withdrawal. We will
base the portion of the Withdrawal Charge which applies on the ratio of
(1) the number of whole months remaining, on the date of the withdrawal,
until the date when the Withdrawal Charge would expire, to (2) the number
of whole months that were remaining, when you applied the proceeds to the
option, until the date when the Withdrawal Charge would expire. (See
example in Appendix B.)

. On full or partial withdrawals if you, a joint owner, or Annuitant if the
contract is not owned by an individual, become terminally ill (as defined
in the Contract), have been confined to a nursing home for more than 90
continuous days, or are permanently and totally disabled or diagnosed
with a terminal illness with a life expectancy of less than 12 months,
(as defined in the Contract). This benefit is only available if you were
not over 65 when we issued the Contract, and may not be available in
every state. These waivers are only applicable for the Standard, Bonus, L
and P Class Contracts.

. On minimum distributions required by tax law. We currently waive the
Withdrawal Charge on distributions that are intended to satisfy required
minimum distributions, calculated as if this Contract was the
participant's only retirement plan asset. This waiver only applies if the
required minimum distribution exceeds the free withdrawal amount and no
previous withdrawals were made during the Contract Year. (See "Federal
Income Tax Status--Qualified Contracts.")

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<PAGE>

We may also waive the Withdrawal Charge if you surrender a Contract in order
to purchase a group variable annuity issued by us or an affiliate.

We may sell the Contracts directly, without compensation, to a registered
representative, to employees, officers, directors, and trustees of the Company
and its affiliated companies, and certain family members of the foregoing, and
to employees, officers, directors, trustees and registered representatives of
any broker-dealer authorized to sell the Contracts or any bank affiliated with
such a broker-dealer and of any sub-adviser to the Eligible Funds, and certain
family members of the foregoing.

If consistent with applicable state insurance law, we may sell the
Contracts, without compensation, to us or MetLife for use with deferred
compensation plans for agents, employees, officers, directors, and trustees of
the Company and its affiliated companies, subject to any restrictions imposed
by the terms of such plans, or to persons who obtain their Contracts through a
bank, adviser or consultant to whom they pay a fee for investment or planning
advice. If sold under these circumstances, we may credit the Contracts with an
additional percentage of premium to reflect in part or in whole any cost
savings associated with the direct sale, but only if such credit will not be
unfairly discriminatory to any person. We will not credit any additional
premium to Contracts purchased by persons described above in exchange for
another variable annuity Contract issued by us or our affiliated companies.

EARNINGS PRESERVATION BENEFIT RIDER

If you have selected the Earnings Preservation Benefit Rider, we impose a
daily fee at the annual rate of 0.25% of average daily net assets in the sub-
accounts prior to annuitization.

PREMIUM AND OTHER TAX CHARGES

We reserve the right to deduct from the purchase payments or Contract Value
any taxes paid by us to any governmental entity relating to this Contract
(including without limitation: premium taxes, federal, state and local
withholding of income, estate, inheritance and other taxes required by law,
and any new or increased state income taxes enacted). We will, at our sole
discretion, determine when taxes relate to the Contract, including for example
when they have resulted from: the investment experience of the Variable
Account; receipt by us of purchase payments; commencement of annuity benefits;
payment of death benefits; or partial and full withdrawals; and any new or
increased taxes which become effective that are imposed on us and which relate
to purchase payments, earnings, gains, losses, fees, and charges under the
Contract. We may, at our sole discretion, pay taxes when due and make a
deduction for such taxes from the Contract Value at a later date. Payment at
an earlier date does not waive any right we may have to deduct amounts at a
later date.

Currently, South Dakota imposes a premium tax on annuity purchase payments
received by insurance companies. We pay this tax when incurred, and recover
this tax by imposing a premium tax charge on affected Contracts. We deduct the
premium tax charge at the earliest of: a full or partial withdrawal of the
Contract, the date when annuity benefits commence, or payment of the Death
Proceeds (including application of the Death Proceeds to the Beneficiary
Continuation provision). Other states impose a premium tax liability on the
date when annuity benefits commence. In those states, we deduct the premium
tax charge from the Contract Value on that date. To determine whether and when
a premium tax charge will be imposed on a Contract, we will look to the state
of residence of the Annuitant when a withdrawal is made, annuity benefits
commence or Death Proceeds are paid.

Deductions for state premium tax charges currently range from 1/2% to 1.00%
of the Contract Value (or, if applicable, purchase payments or Death Proceeds)
for Contracts used with retirement plans qualifying for tax benefited
treatment under the Code and from 1% to 3.5% of the Contract Value (or, if
applicable, Death Proceeds) for all other Contracts. See Appendix C for a list
of premium tax rates.

OTHER EXPENSES

An investment advisory fee is deducted from, and certain other expenses are
paid out of, the assets of each Eligible Fund. (See "Expense Table.") The
prospectus and Statement of Additional Information of the Eligible Funds
describe these deductions and expenses.

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<PAGE>

ANNUITY PAYMENTS

ELECTION OF ANNUITY

The annuity period begins at the Maturity Date or at any earlier date you
choose to annuitize and provides for payments to be made to the Payee. You may
apply your contract value to one of the payment options listed below (or a
comparable fixed option).

We base the Maturity Date of your Contract on the older of the Contract
Owner(s) and the Annuitant. The Maturity Date is the later of (i) the date
when that person, at his or her nearest birthday, would be age 95 (or the
maximum age allowed by state law) or (ii) 10 years from the date of issue. If
your Contract is acquired pursuant to an exchange from an old contract (see
"The Contracts--Purchase Payments"), the Maturity Date of the Contract would
be set at age 95 (or the maximum allowed by state law) regardless of what the
maturity date may have been for the old Contract.

If you and the Annuitant are not the same and the Annuitant dies prior to
annuitization, the Contract will continue for the benefit of the Contingent
Annuitant. We will reset the Maturity Date if necessary, based on the age of
the older Contract Owner.

You may not change the ownership of your Contract without our consent. If
you change ownership, we may require a change in the Maturity Date, based on
the new Contract Owner's age. We will base the new Maturity Date on the older
of the new Contract Owner and the Annuitant. The new Maturity Date will be the
date when that person, at his or her nearest birthday, would be age 95 (or the
maximum age allowed by state law).

Unless you elect another option, variable annuity payments will begin at the
Maturity Date for the life of the Payee, but for at least ten years. You can
change this annuity payment option at any time prior to annuitization. You may
elect to have annuity payments under a Contract made on a variable basis or on
a fixed basis, or you may designate a portion to be paid on a variable basis
and a portion on a fixed basis. If you select payments on a fixed basis, we
will transfer the amount of your Contract Value applied to the fixed payment
option (net of any applicable charges described under "Asset-Based Insurance
Charges, Withdrawal Charge and Other Deductions") to our general account. We
will fix the annuity payments in amount and duration by the annuity payment
option selected, the age of the Payee and, for Contracts issued in New York or
Oregon for use in situations not involving an employer-sponsored plan, by the
sex of the Payee. (See "Amount of Variable Annuity Payments.")

Contracts used in connection with retirement plans qualifying for tax
benefited treatment may have various requirements for the time by which
benefit payments must commence, the period over which such payments may be
made, the annuity payment options that may be selected, and the minimum annual
amounts of such payments. Penalty taxes or other adverse tax consequences may
occur upon failure to meet such requirements.

ANNUITY OPTIONS

There are several annuity payment options. You may select one of the payment
options prior to the Annuity Date, at full or partial withdrawal, or when
death proceeds are payable (some options are not available for death
proceeds).

You select an annuity payment option by written request to us and subject to
any applicable Federal tax law restrictions.

The Contract offers the variable annuity payment options listed below.

Variable Income for a Specified Number of Years. We will make variable
monthly payments for the number of years elected, which may not be more
than 30 except with our consent.

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<PAGE>

Variable Life Income. We will make variable monthly payments which will
continue: while the Payee is living*; while the Payee is living but for at
least ten years; or while the Payee is living but for at least twenty
years. (The latter two alternatives are referred to as Variable Life Income
with Period Certain Option.)

Variable Income Payments to Age 100 ("American Income Advantage"). We
will make variable monthly payments for the number of whole years until the
Payee is age 100. THIS OPTION CANNOT BE SELECTED FOR DEATH PROCEEDS.

Variable Life Income for Two Lives. We will make variable monthly
payments which will continue: while either of two Payees is living (Joint
and Survivor Variable Life Income)*, while either of two Payees is living
but for at least 10 years (Joint and Survivor Variable Life Income, 10
Years Certain); while two Payees are living, and, after the death of one
while the other is still living, two-thirds to the survivor (Joint and 2/3
to Survivor Variable Life Income).* THIS OPTION CANNOT BE SELECTED FOR
DEATH PROCEEDS.

Other annuity payment options (including other periods certain) may be
available from time to time, and you should ask us about their availability.
If you do not elect an annuity payment option by the Maturity Date, we will
make variable payments under the Contract while the Payee is living but for at
least ten years. (This is the Variable Life Income with Period Certain
Option.) If your purchase payments would be less than our published minimum,
then you will need our consent to apply the Contract proceeds to an annuity
payment option.

The Payee under the Variable Income for a Specified Number of Years Option
or the Variable Income Payments to Age 100 Option may withdraw the commuted
value of the remaining payments. The Payee (or Payees) under the Variable Life
Income with Period Certain Option or the Joint and Survivor Variable Life
Income, 10 Years Certain Option may withdraw the commuted value of the
remaining period certain portion of the payment option. We calculate the
commuted value of such payments based on the assumed interest rate under your
Contract. The life income portion of the payment option cannot be commuted,
and variable annuity payments based on that portion will resume at the
expiration of the period certain if the Annuitant is alive at that time. (See
"Amount of Variable Annuity Payments.") Amounts applied to a fixed payment
option may not be withdrawn.

See the section entitled "Asset-Based Insurance Charges, Withdrawal and
Other Deductions" to find out whether a Withdrawal Charge applies when you
annuitize or withdraw the commuted value of any payments certain.

If you are receiving payments under the Variable Income for a Specified
Number of Years Option or the Variable Income Payments to Age 100 Option you
may convert to an option involving a life contingency.

The availability of certain annuity payment options may be restricted on
account of Company policy and Federal tax law, which among other things, may
restrict payment to the life expectancy of the payee.

We continue to assess an Asset-Based Insurance Charge after annuitization.
If you elect an enhanced death benefit, the amount of the Asset-Based
Insurance Charge after annuitization will equal the level of the charge that
would apply if you had not elected an enhanced death benefit. FOR THE P CLASS,
THE ASSET-BASED INSURANCE CHARGE WILL INCREASE BY 0.15% AFTER ANNUITIZATION.
Charges for the Guaranteed Minimum Income Benefit and the Earnings
Preservation Benefit Rider will not be assessed after annuitization.

AMOUNT OF INCOME PAYMENTS

At the Annuity Date (or any other application of proceeds to a payment
option), your Contract Value (reduced by applicable premium tax, Contract
Administrative Fee, and withdrawal charges and by any outstanding loan plus
accrued interest) is applied toward the purchase of monthly annuity payments.
We determine the amount of monthly variable annuity payments on the basis of
(i) annuity purchase rates not lower than the rates set forth in
--------
* It is possible under this option to receive only one variable annuity
payment if the Payee dies (or Payees die) before the due date of the second
payment or to receive only two variable annuity payments if the Payee dies
(or Payees die) before the due date of the third payment, and so on.

A-40
<PAGE>

the Life Income Tables contained in the Contract that reflect the Payee's age,
(ii) the assumed interest rate selected, (iii) the type of payment option
selected, and (iv) the investment performance of the Eligible Funds selected.
(The Fixed Account is not available under variable payment options.) Current
annuity purchase rates may be changed by us periodically, and we will apply
them prospectively on a non-discriminatory basis. If you own a Bonus Class
Contract and choose to annuitize under a fixed and variable payment option
during the 9-year withdrawal charge period, your annuity payments will be
based on a different set of current annuity purchase rates than our other
Classes. Additionally, our guaranteed rates for fixed and variable annuity
income payments will be different for Bonus Class Contracts than for other
Classes. The effect of these different rates would lower your income payments.

For more information regarding annuity payment options, you should refer to
the Statement of Additional Information and also to the Contract, which
contains detailed information about the various forms of annuity payment
options available, and other important matters.

GUARANTEED MINIMUM INCOME BENEFIT

You may also elect a Guaranteed Minimum Income Benefit ("GMIB"). The
Guaranteed Minimum Income Benefit Rider provides a minimum guaranteed lifetime
fixed income benefit in the form of a fixed monthly annuity payment. The GMIB
may be exercised after a 10 year waiting period, up to age 85, within 30 days
following a Contract Anniversary. It is only available for annuitants up to
age 75, and you must elect the GMIB on your Contract application. This
election is irrevocable. If you purchase the GMIB, we will deduct an
additional charge of 0.35% of Income Base (see below) each year in arrears.

The Income Base is the greater of (a) or (b) below:

(a) Highest Anniversary Value: On the Issue Date, the Highest Anniversary
Value is equal to your initial purchase payment. Thereafter, the Highest
Anniversary Value will be increased by subsequent purchase payments and
reduced proportionately by the percentage reduction in Contract Value
attributable to each subsequent partial withdrawal (including any
applicable Withdrawal Charge). On each Contract Anniversary prior to the
Contract Owner's 81st birthday, the Highest Anniversary Value will be
recalculated and set equal to the greater of the Highest Anniversary Value
before the recalculation or the Contract Value on the date of the
recalculation.

(b) Annual Increase Amount: On the Issue Date, the Annual Increase Amount
is equal to your initial purchase payment. Thereafter, the Annual Increase
Amount is equal to (i) less (ii), where:

(i) is purchased payments accumulated at the Annual Increase Rate.
The Annual Increase Rate is 6% per year through the Contract
Anniversary immediately prior to the Contract Owner's 81st birthday,
and 0% per year thereafter; and

(ii) is Withdrawal Adjustments accumulated at the Annual Increase
Rate. Withdrawal Adjustments in a Contract Year are determined
according to (1) or (2) as defined below:

(1) The Withdrawal Adjustment for each partial withdrawal in a
Contract Year is the value of the Annual Increase Amount immediately
prior to the withdrawal multiplied by the percentage reduction in
Contract Value attributable to that partial withdrawal (including
any applicable Withdrawal Charge); or

(2) If total partial withdrawals in a Contract Year are 6% or less
of the Annual Increase Amount on the previous Contract Anniversary,
the total Withdrawal Adjustments for that Contract Year will be set
equal to the dollar amount of total partial withdrawals (including
any applicable Withdrawal Charge) in that Contract Year. These
Withdrawal Adjustments will replace the Withdrawal Adjustments
defined in (1) above and be treated as though the corresponding
partial withdrawals occurred at the end of that Contract Year.

The Income Base does not change on or after the Contract Owner's 81st
birthday, except that the Income Base on that date is increased for Purchase
Payments made after that birthday, and decreased for partial withdrawals
(including any applicable Withdrawal Charge) taken after that birthday.

THE INCOME BASE IS NOT AVAILABLE FOR CASH WITHDRAWALS AND IS ONLY USED FOR
PURPOSES OF CALCULATING THE GMIB PAYMENT AND THE RIDER CHARGE.

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OWNERSHIP

While the GMIB Rider is in effect, the Contract Owner (or Joint Owners) and
Annuitant (or Joint Annuitants) must be the same. If a non-natural person owns
the Contract, then Annuitant shall mean Contract Owner in determining the
Income Base and GMIB Payment. If Joint Owners are named, the age of the oldest
will be used to determine the Income Base.

GMIB ANNUITY TABLE

The GMIB Annuity Table is calculated based on the Annuity 2000 Mortality
Table with a 7-year age setback with interest of 2.5% per year. The rate
applied will depend upon the Annuity Option elected and the Attained Age and
sex of the Annuitant and Joint Annuitant, if applicable.

EXERCISING THE GMIB RIDER

If you exercise the GMIB Rider, you must elect to receive annuity payments
under one of the following Fixed Annuity Options:

(1) Life Annuity with 10 Years of Annuity Payments Guaranteed. For
annuitization ages over 79, the guaranteed component of the life annuity is
reduced as follows:

<TABLE>
<CAPTION>
AGE AT ANNUITIZATION GUARANTEE PERIOD
-------------------- ----------------
<S> <C>
80.................... 9
81.................... 8
82.................... 7
83.................... 6
84 and 85............. 5
</TABLE>

(2) Joint and Last Survivor Annuity with 10 Years of Annuity Payments
Guaranteed

These Options are set forth in the Contract. Life Annuity with 10 Years of
Annuity Payments Guaranteed will be applied if no election is made under this
Rider.

Partial annuitizations are not permitted under the GMIB Rider. Also, you may
only elect an Annuity Date that is within 30 days following any Contract
Anniversary and after the expiration of the Waiting Period. The Waiting Period
is ten (10) Contract Years from the Issue Date. Applicable Withdrawal Charges
on the date that you exercise the Rider will be deducted from the Income Base.
We also reserve the right to reduce the Income Base for any Premium and Other
Taxes that may apply. If you choose not to receive Annuity Payments as
guaranteed under the Rider, you may elect any of the Annuity Options available
under the Contract.

RIDER CHARGE

Rider charges are 0.35% of the Income Base at the time the charge is
assessed. The charge is assessed at the first Contract Anniversary, and then
at each subsequent Contract Anniversary up to and including the anniversary on
or immediately preceding the date the Rider is exercised. Upon full withdrawal
or annuitization, a pro rata portion of the Rider charge will be assessed.

The Rider charge will result in the cancellation of Accumulation Units from
each applicable sub-account of the Variable Account and/or a reduction in the
Account Value allocated to the Fixed Account in the ratio the Account Value in
a sub-account and/or the Fixed Account bears to the total Account Value.

TERMINATION PROVISIONS

The GMIB Rider will terminate upon the earliest of:

(a) The date you elect to receive Annuity Payments either under the GMIB
Rider or the Contract;

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(b) The 30th day following the Contract Anniversary immediately after
your 85th birthday;

(d) Death of the Contract Owner, or death of the Annuitant if a non-
natural person owns the Contract; or

(e) Change of the Contract Owner, for any reason.

RETIREMENT PLANS OFFERING FEDERAL TAX BENEFITS

The Federal tax laws provide for a variety of retirement plans offering tax
benefits. These plans, which may be funded through the purchase of the
individual variable annuity contracts offered in this prospectus, include:

1. Plans qualified under Section 401(a) or 403(a) of the Code ("Qualified
Plans");

2. Annuity purchase plans adopted by public school systems and certain
tax-exempt organizations pursuant to Section 403(b) of the Code ("TSA
Plans") which are funded solely by salary reduction contributions and which
are not otherwise subject to ERISA;

3. Individual retirement accounts adopted by or on behalf of individuals
pursuant to Section 408(a) of the Code and individual retirement annuities
purchased pursuant to Section 408(b) of the Code (both of which may be
referred to as "IRAs"), including simplified employee pension plans and
salary reduction simplified employee pension plans, which are specialized
IRAs that meet the requirements of Section 408(k) of the Code ("SEPs" and
"SARSEPs"), Simple Retirement Accounts under Section 408(p) of the Code
("SIMPLE IRAs") and Roth Individual Retirement Accounts under Section 408A
of the Code ("Roth IRAs"). SARSEPs are only allowed if the Plan was
established prior to January 1, 1997; and

4. Governmental plans (within the meaning of Section 414(d) of the Code)
for governmental employees, including Federal employees ("Governmental
Plans").

An investor should consult a qualified tax or other advisor as to the
suitability of a Contract as a funding vehicle for retirement plans qualifying
for tax benefited treatment, as to the rules underlying such plans and as to
the state and Federal tax aspects of such plans. In particular, the Contract
is not intended for use with TSA Plans that are subject to ERISA. The Company
will not provide all the administrative support appropriate for such plans.
Accordingly, the Contract should NOT BE PURCHASED FOR USE WITH SUCH PLANS. THE
COMPANY MAY MAKE THE CONTRACT AVAILABLE FOR USE WITH SECTION 401(K) PLANS.

A summary of the Federal tax laws regarding contributions to, and
distributions from, the above tax benefited retirement plans may be found
below under "Federal Income Tax Status--Qualified Contracts." It should be
understood that should a tax benefited retirement plan lose its qualification
for tax-exempt status, employees will lose some of the tax benefits described
herein.

In the case of certain TSA Plans, IRAs and Roth IRAs, the individual
variable annuity contracts offered in this prospectus comprise the retirement
"plan" itself. These Contracts will be endorsed, if necessary, to comply with
Federal and state legislation governing such plans, and such endorsements may
alter certain Contract provisions described in this prospectus. Refer to the
Contracts and any endorsements for more complete information.

FEDERAL INCOME TAX STATUS

INTRODUCTION

The following discussion is a general discussion of federal income tax
considerations relating to the Contract and is not intended as tax advice.
This discussion is not intended to address the tax consequences resulting from

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all of the situations in which a person may be entitled to or may receive a
distribution under the Contract. Any person concerned about these tax
implications should consult a competent tax advisor before initiating any
transaction. This discussion is based upon our understanding of the present
federal income tax laws as they are currently interpreted by the Internal
Revenue Service ("IRS"). No representation is made as to the likelihood of the
continuation of the present federal income tax laws or of the current
interpretation by the IRS. Moreover, no attempt has been made to consider any
applicable state or other tax laws.

The Contract may be purchased on a non-tax qualified basis ("Non-Qualified
Contract") or purchased and used in connection with certain plans entitled to
special income tax treatment ("Qualified Contracts") under the Internal
Revenue Code of 1986, as amended (the "Code"). For purposes of this
prospectus, Qualified Contracts are Contracts that fund Qualified Plans, TSA
Plans, IRAs, SEPs and SARSEPs, SIMPLE IRAs, Roth IRAs, Section 457 Plans, and
Governmental Plans. Purchasers of Qualified Contracts should seek competent
legal and tax advice regarding the suitability of the Contract for their
situation, the applicable requirements, and the tax treatment of the rights
and benefits of the Contract. The following discussion assumes that a
Qualified Contract is purchased with proceeds from and/or contributions under
retirement plans that qualify for the intended special federal income tax
treatment.

TAXATION OF THE COMPANY

We are taxed as a life insurance company under Part I of Subchapter L of the
Code. Since the Variable Account is not an entity separate from us, and its
operations form a part of us, it will not be taxed separately as a "regulated
investment company" under Subchapter M of the Code. Investment income and
realized capital gains arising from the operation of the Variable Account are
automatically applied to increase reserves under the Contracts. Under existing
federal income tax law, we believe that the Variable Account's investment
income and realized net capital gains will not be taxed to the extent that
such income and gains are applied to increase the reserves under the
Contracts.

Accordingly, we do not anticipate that it will incur any federal income tax
liability attributable to the Variable Account and, therefore, we do not
intend to make provisions for any such taxes. However, if changes in the
federal tax laws or interpretations thereof result in our being taxed on
income or gains attributable to the Variable Account, then we may impose a
charge against the Variable Account (with respect to some or all Contracts) in
order to set aside amounts to pay such taxes.

TAX STATUS OF THE CONTRACT

We believe that the Contract will be subject to tax as an annuity contract
under the Code, which generally means that any increase in a Contract's
Account Value will not be taxable until amounts are received from the
Contract, either in the form of Annuity payments or in some other form. In
order to be subject to annuity contract treatment for tax purposes, the
Contract must meet the following Code requirements:

Diversification. Section 817(h) of the Code requires that with respect to
Non-Qualified Contracts, the investments of the Funds must be "adequately
diversified" in accordance with Treasury regulations in order for the
Contracts to qualify as annuity contracts under federal tax law. The Variable
Account, through the Eligible Funds, intends to comply with the
diversification requirements prescribed by the Treasury in Reg. Sec. 1.817-5,
which affect how the Eligible Funds' assets may be invested.

Owner Control. In some circumstances, owners of variable annuity 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.

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The ownership rights under the Contract are similar to, but also different
in certain respects from, those described by the IRS in rulings in which it
was determined that contract owners were not owners of separate account
assets. For example, a Contract Owner has additional flexibility in allocating
premium payments and account values. These differences could result in a
Contract Owner being treated as the owner of a pro rata portion of the assets
of the Variable Account. In addition, we do 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. We therefore reserve the right to modify the
Contract as necessary to attempt to prevent a Contract Owner from being
considered the owner of a pro rata share of the assets of the Variable
Account.

Required Distributions. In order to be treated as an annuity contract for
federal income tax purposes, section 72(s) of the Code requires Non-Qualified
Contracts to provide that (a) if any Owner dies on or after the annuity date
but prior to the time the entire interest in the Contract has been
distributed, the remaining portion of such interest will be distributed at
least as rapidly as under the method of distribution being used as of the date
of such owner's death; and (b) if any Owner dies prior to the annuity date,
the entire interest in the Contract will be distributed within five years
after the date of such Owner's death. These requirements will be considered
satisfied as to any portion of an owner's interest which is payable to or for
the benefit of a "designated beneficiary" and which is distributed over the
life of such "designated beneficiary" or over a period not extending beyond
the life expectancy of that beneficiary, provided that such distributions
begin within one year of the owner's death. The "designated beneficiary"
refers to a natural person designated by the owner as a Beneficiary and to
whom ownership of the contract passes by reason of death. However, if the
"designated beneficiary" is the surviving spouse of a deceased owner, the
contract may be continued with the surviving spouse as the new owner.

The Non-Qualified Contracts contain provisions which are intended to comply
with the requirements of section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. We intend to review such
provisions when they are issued and modify the contracts in question if
necessary to assure that they comply with the requirements of Code Section
72(s). Other rules may apply to Qualified Contracts.

The following discussion is based on the assumption that the Contract
qualifies as an annuity contract for federal income tax purposes.

TAXATION OF ANNUITIES

In General. Section 72 of the Code governs taxation of annuities in general.
We believe that a Contract Owner who is a natural person generally is not
taxed on increases in the value of a Contract until distribution occurs by
withdrawing all or part of the Contract Value (e.g., withdrawals or annuity
payments under the Annuity Option elected). For this purpose, the assignment,
pledge, or agreement to assign or pledge any portion of the Contract Value
(and in the case of a Qualified Contract, any portion of an interest in the
qualified plan) generally will be treated as a distribution. The taxable
portion of a distribution (in the form of a single sum payment or an annuity)
is taxable as ordinary income.

The owner of any annuity contract who is not a natural person generally must
include in income any increase in the excess of the Contract Value over the
"investment in the contract" (discussed below) during the taxable year. There
are some exceptions to this rule and prospective Contract Owners that are not
natural persons may wish to discuss these with a competent tax advisor.

The following discussion generally applies to a Contract owned by a natural
person.

Investment in the Contract. The "investment in the contract" generally
equals the amount of any non-deductible purchase payments paid by or on behalf
of any individual. For a Contract issued in connection with qualified plans,
the "investment in the contract" can be zero. Special tax rules may be
available for certain distributions from a Qualified Contract.

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Withdrawals. In the case of a withdrawal under a Qualified Contract,
including Systematic Withdrawals, a ratable portion of the amount received is
taxable, generally based on the ratio of the "investment in the contract" to
the individual's total accrued benefit under the retirement plan.

With respect to Non-Qualified Contracts, partial withdrawals, including
Systematic Withdrawals, are generally treated as taxable income to the extent
that the Contract Value immediately before the withdrawal exceeds the
"investment in the contract" at that time. Full withdrawals are treated as
taxable income to the extent that the amount received exceeds the "investment
in the contract."

Annuity Payments. Although the tax consequences may vary depending on the
annuity payment elected under the Contract, in general, only the portion of
the annuity payment that represents the amount by which the Contract Value
exceeds the "investment in the contract" will be taxed; after the "investment
in the contract" is recovered, the full amount of any additional annuity
payments is taxable. For variable annuity payments, the taxable portion is
generally determined by an equation that establishes a specific dollar amount
of each payment that is not taxed. The dollar amount is determined by dividing
the "investment in the contract" by the total number of expected periodic
payments. However, the entire distribution will be taxable once the recipient
has recovered the dollar amount of his or her "investment in the contract".
For fixed annuity payments, in general there is no tax on the portion of each
payment which represents the same ratio that the "investment in the contract"
bears to the total expected value of the annuity payments for the term of the
payments; however, the remainder of each annuity payment is taxable. Once the
"investment in the contract" has been fully recovered, the full amount of any
additional annuity payments is taxable. If annuity payments cease as a result
of an Annuitant's death before full recovery of the "investment in the
contract," consult a competent tax adviser regarding deductibility of the
unrecovered amount.

Penalty Tax. In the case of a distribution pursuant to a Non-Qualified
Contract, there may be imposed a federal income tax penalty equal to 10% of
the amount treated as taxable income. In general, however, there is no penalty
tax on distributions: (1) made on or after the date on which the taxpayer
attains age 59 1/2; (2) made as a result of death or disability of an owner;
(3) received in substantially equal periodic payments as a life annuity or a
joint and survivor annuity for the lives or life expectancies of the owner and
a "designated beneficiary". Other tax penalties may apply to certain
distributions pursuant to a Qualified Contract.

Taxation of Death Benefit Proceeds. Amounts may be distributed from the
Contract because of the death of a Contract Owner (or Annuitant if the
Contract Owner is not an individual). Generally, such amounts are includible
in the income of the recipient as follows: (1) if distributed in a lump sum,
they are taxed in the same manner as a full withdrawal as described above, or
(2) if distributed under an Annuity Option, they are taxed in the same manner
as annuity payments, as described above. For these purposes, the investment in
the Contract is not affected by the Owner's (or Annuitant's) death. That is,
the investment in the Contract remains the amount of any purchase payments
paid which were not excluded from gross income.

Transfers, Assignments, Exchanges and Maturity Dates. A transfer of
ownership of a Contract, the designation of an Annuitant, Payee or other
Beneficiary who is not also an Owner, the selection of certain Maturity Dates,
the exchange of a Contract, or the receipt of a Contract in an exchange may
result in certain tax consequences that are not discussed herein. Anyone
contemplating any such designation, transfer, assignment, selection, or
exchange should contact a competent tax adviser with respect to the potential
tax effects of such a transaction.

Multiple Contracts. All deferred non-qualified annuity contracts that are
issued by us (or our affiliates) to the same owner during any calendar year
are treated as one annuity contract for purposes of determining the amount
includible in gross income under section 72(e) of the Code. In addition, the
Treasury Department has specific authority to issue regulations that prevent
the avoidance of section 72(e) through the serial purchase of annuity
contracts or otherwise.

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Tax Treatment of Loans. The tax and ERISA rules relating to participant
loans under tax benefited retirement plans are complex and in some cases
unclear, and they may vary depending on the individual circumstances of each
loan. We strongly recommend that you, your employer and your plan fiduciary
consult a qualified tax advisor regarding the currently applicable tax and
ERISA rules before taking any action with respect to loans.

Contract loans are available to participants under TSA Plans (not subject to
ERISA) and to trustees of Qualified Plans. See "Loan Provisions for Certain
Tax Benefited Retirement Plans". We require repayment of the principal amount
and interest on the loan in equal monthly installments under our repayment
procedures. Contract loans are subject to applicable retirement program laws
and their taxation is determined under the Code.

Under current practice, if a Contract loan installment repayment is not
made, we may (unless restricted by law) make a full or partial withdrawal of
the Contract in the amount of the unpaid installment repayment on the Contract
loan. If there is a default on the Contract loan, we may make a full or
partial withdrawal in an amount equal to the outstanding loan balance (plus
any applicable Withdrawal Charge and Administration Contract Fee in each
case). (The loan application defines a default on the loan and includes, among
other things, nonpayment of three consecutive or a total of five installment
repayments, or withdrawal of the Contract.) For TSA Plans that are not subject
to ERISA, the current actual distribution will be limited to pre-1989 money
unless you are age 59 1/2 or otherwise comply with the legal requirements for
permitted distributions under the TSA contract. If these limitations do not
apply (i.e. you are under the age of 59 1/2 or no pre-1989 money is in your
contract) we will report the amount of the unpaid installment repayment or
default as a deemed distribution for tax purposes, but will postpone an actual
distribution from the Contract until the earliest distribution date permitted
under the law. We will not accept an installment repayment of less than the
amount billed. A full or partial withdrawal of the Contract to repay all or
part of the loan may result in serious adverse tax consequences for the plan
participant (including penalty taxes) and may adversely affect the
qualification of the plan or Contract. The trustee of a Qualified Plan subject
to ERISA will be responsible for reporting to the IRS and advising the
participant of any tax consequences resulting from the reduction in the
Contract Value caused by the withdrawal and for determining whether the
withdrawal adversely affects the qualification of the plan. In the case of a
TSA Plan not subject to ERISA, we will report the default to the IRS as a
taxable distribution under the Contract.

The Internal Revenue Service issued proposed regulations, which, if
finalized in their present form, would require that if the repayment terms of
a loan are not satisfied after the loan has been made due to a failure to make
a loan repayment as scheduled, including any applicable grace period, the
balance of the loan would be deemed to be distributed. If the loan is treated
as a distribution under Code Section 72(p), the proposed regulations state
that the amount so distributed is to be treated as a taxable distribution
subject to the normal rules of Code Section 72, if the participant's interest
in the plan includes after-tax contributions (or other tax basis). A deemed
distribution would also be a distribution for purposes of the 10 percent tax
in Code Section 72(t). However, a deemed distribution under Section 72(p)
would not be treated as an actual distribution for purposes of Code Section
401, the rollover and income averaging provisions of Section 402 and the
distribution restrictions of Section 403(b).

The Department of Labor has issued regulations (the "ERISA regulations")
governing plan participant loans under retirement plans subject to ERISA.
Generally, the ERISA regulations will apply to retirement plans that qualify
under Section 401(a) and certain other employer-sponsored qualified plans. YOU
AND YOUR EMPLOYER ARE RESPONSIBLE FOR DETERMINING WHETHER YOUR PLAN IS SUBJECT
TO AND COMPLIES WITH THE ERISA REGULATIONS ON PARTICIPANT PLAN LOANS.

It is the responsibility of the trustee of a Qualified Plan subject to ERISA
to ensure that the proceeds of a Contract loan are made available to a
participant under a separate plan loan agreement. The terms of this agreement
must comply with all the plan qualification requirements including the
requirements of the ERISA regulations on plan loans. The plan loan agreement
may differ from your Contract loan provisions and, if you are a participant in
a Qualified Plan subject to ERISA, you should consult with the fiduciary
administering the plan loan program to determine your rights and obligations
with respect to plan loans.

The ERISA regulations have requirements for plan loans relating to their
maximum amount, availability, and other matters. Among the rules are the
requirements that the loan bear a reasonable rate of interest, be adequately

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secured, provide a reasonable repayment schedule, and be made available on a
basis that does not discriminate in favor of employees who are officers or
shareholders or who are highly compensated. These regulations may change from
time to time. Failure to comply with these requirements may result in
penalties under the Code and under ERISA.

One of the current requirements of the ERISA regulations is that the plan
must charge a "commercially reasonable" rate of interest for plan loans. The
Contract loan interest rate may not be considered "commercially reasonable"
within the meaning of the ERISA regulations. It is the responsibility of the
plan fiduciary to charge the participant any additional interest under the
plan loan agreement which may be necessary to make the overall rate charged
comply with the regulation. The ERISA regulations also currently require that
a loan be adequately secured, but provide that not more than 50% of the
participant's vested account balance under the plan may be used as security
for the loan. A Contract loan is secured by a portion of the Contract Value
which is held in the Company's general account. The plan fiduciary must ensure
that the Contract Value held as security under the Contract, plus any
additional portion of the participant's vested account balance which is used
as security under the plan loan agreement, does not exceed 50% of the
participant's total vested account balance under the plan.

QUALIFIED CONTRACTS

The Contract is designed for use with certain retirement plans that qualify
for Federal tax benefits. The tax rules applicable to participants and
beneficiaries in these retirement plans vary according to the type of plan and
the terms and conditions of the plan. Special favorable tax treatment may be
available for certain types of contributions and distributions. Adverse tax
consequences may result from contributions in excess of specified limits;
distributions prior to age 59 1/2 (subject to certain exceptions);
distributions that do not conform to specified commencement and minimum
distribution rules; and in other specified circumstances.

We make no attempt to provide more than general information about use of the
Contracts with the various types of retirement plans. Contract Owners and
participants under retirement plans as well as Annuitants and Beneficiaries
are cautioned that the rights of any person to any benefits under these
Contracts may be subject to the terms and conditions of the plans themselves,
regardless of the terms and conditions of the Contract issued in connection
with such a plan. Some retirement plans are subject to distribution and other
requirements that are not incorporated in the administration of the Contracts.
Adverse tax or other legal consequences to the plan, to the participant or to
both may result if the Contract is assigned or transferred to any individual
as a means to provide benefit payments, unless the plan complies with all
legal requirements applicable to such benefits prior to transfer of the
Contract. Contract Owners are responsible for determining that contributions,
distributions and other transactions with respect to the Contracts satisfy
applicable law. Purchasers of Contracts for use with any retirement plan
should consult their legal counsel and tax adviser regarding the suitability
of the Contract under applicable federal and state tax laws and ERISA.

The sale of a Contract for use with an IRA may be subject to special
disclosure requirements of the Internal Revenue Service. Purchasers of a
Contract for use with IRAs will be provided with supplemental information
required by the Internal Revenue Service or other appropriate agency. Such
purchasers will have the right to revoke their purchase within seven days of
the earlier of the establishment of the IRA or their purchase. A Contract
issued in connection with an IRA will be amended as necessary to conform to
the requirements of the Code. Purchasers should seek competent advice as to
the suitability of the Contract for use with IRAs.

The Contract includes enhanced death benefits that in some cases may exceed
the greater of the purchase payment or the Contract Value. An enhanced death
benefit could be characterized as an incidental benefit, the amount of which
is limited in any pension or profit-sharing plan, or any tax-sheltered annuity
under section 403(b). Because an enhanced death benefit may exceed these
limitations, employers using the Contract in connection with such plans should
consult their tax adviser.

The Internal Revenue Service has not reviewed the Contract for qualification
as an IRA, and has not addressed in a ruling of general applicability whether
a death benefit provision such as the enhanced death benefit provisions in the
Contract comports with IRA qualification requirements.

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(i) Plan Contribution Limits

Statutory limitations on contributions to retirement plans that qualify for
federal tax benefits may limit the amount of money that may be contributed to
the Contract in any Contract Year. Any purchase payments attributable to such
contributions may be tax deductible to the employer and are not currently
taxable to the Annuitants for whom the Contracts are purchased. The
contributions to the Contract and any increase in Contract Value attributable
to such contributions are not subject to taxation until payments from the
Contract are made to the Annuitant or his/her Beneficiaries.

TSA PLANS

Purchase payments attributable to TSA Plans are not includible within the
Annuitant's income to the extent such purchase payments do not exceed certain
statutory limitations, including the "exclusion allowance." The exclusion
allowance is a calculation which takes into consideration the Annuitant's
includible compensation, number of years of service, and prior years of
contributions. For more information about all the applicable limitations, the
Annuitant should obtain a copy of IRS Publication 571 on TSA Programs for
Employees of Public Schools and Certain Tax Exempt Organizations. Any purchase
payments attributable to permissible contributions under Code Section 403(b)
(and earnings thereon) are not taxable to the Annuitant until amounts are
distributed from the Contract. However, these payments may be subject to FICA
(Social Security) and Medicare taxes.

The Contract includes a Death benefit that in some cases may exceed the
greater of the Purchase Payments or the Contract Value. The Death benefit
could be characterized as an incidental benefit, the amount of which is
limited in any tax-sheltered annuity under section 403(b). Because the Death
benefit may exceed this limitation, employers using the Contract in connection
with such plans should consult their tax adviser.

IRAS, SEPS, SARSEPS, SIMPLE IRAS AND ROTH IRAS

The maximum tax deductible purchase payment which may be contributed each
year to an IRA is the lesser of $2,000 or 100 percent of includible
compensation if the taxpayer is not covered under an employer plan. A spousal
IRA is available if the taxpayer and spouse file a joint return and the spouse
is not yet age 70 1/2. The maximum tax deductible purchase payment which a
taxpayer may make to a spousal IRA is $2,000. If covered under an employer
plan, taxpayers are permitted to make deductible purchase payments; however,
for 2000 the deductions are phased out and eventually eliminated, on a pro
rata basis, for adjusted gross income between $32,000 and $42,000 for an
individual, between $52,000 and $62,000 for the covered spouse of a married
couple filing jointly, between $150,000 and $160,000 for the non-covered
spouse of a married couple filing jointly, and between $0 and $10,000 for a
married person filing separately. A taxpayer may also make nondeductible
purchase payments. However, the total of deductible and nondeductible purchase
payments may not exceed the limits described above for deductible payments. An
IRA is also the vehicle that receives contributions to SEPs, SARSEPs and
SIMPLE IRAs. Maximum contributions (including elective deferrals) to SEPs and
SARSEPs are currently limited to the lesser of 15% of compensation (generally
up to $170,000 for 2000) or $30,000. The maximum salary reduction contribution
currently permitted to a SIMPLE IRA is $6,000. In addition, an employer may
make a matching contribution to a SIMPLE IRA, typically of 2% or 3% of the
compensation (as limited by the Code) of the employee. For more information
concerning the contributions to IRAs, SEPs, SARSEPs, and SIMPLE IRAs you
should obtain a copy of IRS Publication 590 on Individual Retirement Accounts.
In addition to the above, an individual may make a "rollover" contribution
into an IRA with the proceeds of a "lump sum" distribution (as defined in the
Code) from a Qualified Plan.

ROTH IRAS

Eligible individuals can contribute to a Roth IRA. Contributions to a Roth
IRA, which are subject to certain limitations, are not deductible and must be
made in cash or as a rollover or transfer from another Roth IRA or other IRA.
A rollover from or conversion of an IRA to a Roth IRA may be subject to tax
and other special rules may apply. The maximum purchase payment which may be
contributed each year to a Roth IRA is the lesser of $2,000 or 100 percent of
includible compensation. A spousal Roth IRA is available if the taxpayer and
spouse file a

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joint return. The maximum purchase payment that a taxpayer may make to a
spousal Roth IRA is $2,000. Except in the case of a rollover or a transfer, no
more than $2,000 can be contributed in aggregate to all IRAs and Roth IRAs of
either spouse during any tax year. The Roth IRA contribution may be limited to
less than $2,000 depending on the taxpayer's modified adjusted gross income
("AGI"). The maximum contribution begins to phase out if the taxpayer is
single and the taxpayer's AGI is more than $95,000 or if the taxpayer is
married and files a joint tax return and the taxpayer's AGI is more than
$150,000. The taxpayer may not contribute to a Roth IRA if the taxpayer's AGI
is over $110,000 (if the taxpayer is single), $160,000 (if the taxpayer is
married and files a joint tax return), or $10,000 (if the taxpayer is married
and files separate tax returns).You should consult a tax adviser before
combining any converted amounts with any other Roth IRA contributions,
including any other conversion amounts from other tax years.

QUALIFIED PLANS

Code section 401(a) permits employers to establish various types of
retirement plans for employees, and permit self-employed individuals to
establish retirement plans for themselves and their employees. These
retirement plans may permit the purchase of the Contracts to accumulate
retirement savings under the plans. Adverse tax consequences to the plan, to
the participant or to both may result if this Contract is assigned or
transferred to any individual as a means to provide benefit payments.

The Contract includes a Death benefit that in some cases may exceed the
greater of the Purchase Payments or the Contract Value. The Death benefit
could be characterized as an incidental benefit, the amount of which is
limited in any pension or profit-sharing plan. Because the Death benefit may
exceed this limitation, employers using the Contract in connection with such
plans should consult their tax adviser.

(ii) Distributions from the Contract

MANDATORY WITHHOLDING ON CERTAIN DISTRIBUTIONS

Distributions called "eligible rollover distributions" from Qualified Plans
and from many TSA Plans are subject to mandatory withholding by the plan or
payor at the rate of 20%. An eligible rollover distribution is the taxable
portion of any distribution from a Qualified Plan or a TSA Plan, except for
certain distributions such as distributions required by the Code or in a
specified annuity form. After December 31, 1998 permissible hardship
withdrawals from TSA and 401(k) plans are no longer treated as an "eligible
rollover distribution." Withholding can be avoided by arranging a direct
transfer of the eligible rollover distribution to a Qualified Plan, TSA or
IRA.

QUALIFIED PLANS, TSA PLANS, IRAS, SEPS, SARSEPS, SIMPLE IRAS, ROTH IRAS AND
GOVERNMENTAL PLANS

Payments made from the Contracts held under a Qualified Plan, TSA Plan, IRA,
SEP, SARSEP, SIMPLE IRA or Governmental Plan are taxable under Section 72 of
the Code as ordinary income, in the year of receipt. Any amount received in
withdrawal of all or part of the Contract Value prior to annuitization will,
subject to restrictions and penalties discussed below, also be included in
income in the year of receipt. If there is any "investment in the Contract," a
portion of each amount received is excluded from gross income as a return of
such investment. Distributions or withdrawals prior to age 59 1/2 may be
subject to a penalty tax of 10% of the amount includible in income. This
penalty tax does not apply: (i) to distributions of excess contributions or
deferrals; (ii) to distributions made on account of the Annuitant's death,
retirement, disability or early retirement at or after age 55; (iii) when
distribution from the Contract is in the form of an annuity over the life or
life expectancy of the Annuitant (or joint lives or life expectancies of the
Annuitant and his or her Beneficiary); or (iv) when distribution is made
pursuant to a divorce (in the case of IRAs) or a qualified domestic relations
order. In the case of IRAs, SEPs, SARSEPs and SIMPLE IRAs, the exceptions for
distributions on account of early retirement at or after age 55 or made
pursuant to a qualified domestic relations order do not apply. A tax-free
rollover may be made once each year among individual retirement arrangements
subject to the conditions and limitations described in the Code.

Distributions from a Roth IRA generally are not taxed, except that, once
aggregate distributions exceed contributions to the Roth IRA, income tax and a
10% penalty tax may apply to distributions made (1) before age

A-50
<PAGE>

59 1/2 (subject to certain exceptions) or (2) during the five taxable years
starting with the year in which the first contribution is made to any Roth
IRA. A 10% penalty tax may apply to amounts attributable to a conversion from
an IRA if they are distributed during the five taxable years beginning with
the year in which the conversion was made.

Except under a Roth IRA, if the Annuitant dies before distributions begin,
distributions must be completed within five years after death, unless payments
begin within one year after death and are made over a period not extending
beyond the life (or life expectancy) of the Beneficiary. If the Annuitant's
spouse is the Beneficiary, distributions need not begin until the Annuitant
would have reached age 70 1/2. If the Annuitant dies after annuity payments
have begun, payments must continue to be made at least as rapidly as payments
made before death.

For TSA Plans, elective contributions to the Contract made after December
31, 1988 and any increases in Contract Value after that date may not be
distributed prior to attaining age 59 1/2, termination of employment, death or
disability. Contributions (but not earnings) made after December 31, 1988 may
also be distributed by reason of financial hardship. These restrictions on
withdrawal will not apply to the Contract Value as of December 31, 1988. These
restrictions are not expected to change the circumstances under which
transfers to other investments which qualify for tax free treatment under
Section 403(b) of the Code may be made.

For a SIMPLE IRA, the 10% penalty tax described above is increased to 25%
with respect to withdrawals made during the first two years of participation.
For Roth IRAs, distributions representing amounts attributable to
contributions to a Roth IRA which has been established for five years or more
are generally not taxed.

Except under a Roth IRA, annuity payments, periodic payments or annual
distributions generally must commence by April 1 of the calendar year
following the year in which the Annuitant attains age 70 1/2. In the case of a
Qualified Plan or a Governmental Plan, if the Annuitant is not a "five-percent
owner" as defined in the Code, these distributions must begin by the later of
the date determined by the preceding sentence or the year in which the
Annuitant retires. Each annual distribution must equal or exceed a "minimum
distribution amount" which is determined by minimum distribution rules under
the plan. We currently waive the Withdrawal Charge on distributions that are
intended to satisfy required minimum distributions, calculated as if this
Contract were the participant's only retirement plan asset. This waiver only
applies if the required minimum distribution exceeds the free withdrawal
amount and no previous withdrawals were made during the Contract Year. Rules
regarding required minimum distributions apply to IRAs (including SEP, SARSEPs
and SIMPLEs), Qualified Plans, TSA Plans and Governmental Plans. Roth IRAs
under Section 408A do not require distributions at any time prior to the
Contract Owner's death. A penalty tax of up to 50% of the amount which should
have been distributed may be imposed by the IRS for failure to distribute the
required minimum distribution amount.

Other restrictions with respect to the election, commencement, or
distribution of benefits may apply under the Contracts or under the terms of
the Qualified Plans in respect of which the Contracts are issued.

WITHHOLDING

Pension and annuity distributions generally are subject to withholding for
the recipient's federal income tax liability at rates that vary according to
the type of distribution and the recipient's tax status. Recipients, however,
generally are provided the opportunity to elect not to have tax withheld from
distributions. We are required to withhold taxes from certain distributions
under certain qualified contracts.

POSSIBLE CHANGES IN TAXATION

Although the likelihood of legislative change is uncertain, there is always
the possibility that the tax treatment of the Contracts could change by
legislation or other means. It is also possible that any change could be
retroactive (that is, effective prior to the date of the change). A tax
adviser should be consulted with respect to legislative developments and their
effect on the Contract.

A-51
<PAGE>

OTHER TAX CONSEQUENCES

As noted above, the foregoing discussion of the federal income tax
consequences is not exhaustive and special rules are provided with respect to
other tax situations not discussed in this Prospectus. Further, the federal
income tax consequences discussed herein reflect our understanding of the
current law and the law may change. Federal estate and gift tax consequences
of ownership or receipt of distributions under the Contract depend on the
individual circumstances of each Contract Owner or recipient of a
distribution. A competent tax advisor should be consulted for further
information.

GENERAL

At the time the initial purchase payment is paid, a prospective purchaser
must specify whether he or she is purchasing a Non-Qualified Contract or a
Qualified Contract. If the initial premium is derived from an exchange or
withdrawal of another annuity contract, we may require that the prospective
purchaser provide information with regard to the federal income tax status of
the previous annuity contract. We will require that persons purchase separate
Contracts if they desire to invest monies qualifying for different annuity tax
treatment under the Code. Each such separate Contract would require the
minimum initial purchase payment stated above. Additional purchase payments
under a Contract must qualify for the same federal income tax treatment as the
initial purchase payment under the Contract; we will not accept an additional
purchase payment under a Contract if the federal income tax treatment of such
purchase payment would be different from that of the initial purchase payment.

VOTING RIGHTS

We are the legal owner of the Eligible Fund shares held in the Variable
Account and have the right to vote those shares at meetings of the Eligible
Fund shareholders. However, to the extent required by Federal securities law,
we will give you, as Contract Owner, the right to instruct us how to vote the
shares that are attributable to your Contract.

Prior to annuitization, we determine the number of votes on which you have a
right to instruct us, on the basis of your percentage interest in a sub-
account and the total number of votes attributable to the sub-account. After
annuitization, the number of votes attributable to your Contract is determined
on the basis of the reserve for your future annuity payments and the total
number of votes attributable to the sub-account. After annuitization the votes
attributable to your Contract decrease as reserves underlying your Contract
decrease.

We will determine, as of the record date, if you are entitled to give voting
instructions and the number of shares as to which you have a right of
instruction. If we do not receive timely instructions from you, we will vote
your shares for, against, or withheld from voting on any proposition in the
same proportion as the shares held in that sub-account for all policies or
contracts for which we have received voting instructions.

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

DISTRIBUTION OF CONTRACTS

New England Securities Corporation, the principal distributor of the
Contracts and a wholly-owned subsidiary of NELICO, is a broker-dealer
registered under the Securities Exchange Act of 1934 ("1934 Act") and is a
member of the National Association of Securities Dealers, Inc. New England
Securities may enter into selling agreements with other broker-dealers
registered under the 1934 Act to sell the contracts. We pay commissions to
broker-dealers who sell the contracts an amount which generally does not
exceed 8% of purchase payments. We may pay lower commissions on purchase
payments allocated to the Fixed Account than we do for purchase payments
allocated to the Variable Account. We may pay such compensation either as a
percentage of purchase payments at the time we receive them, as a percentage
of Contract Value on an ongoing basis, or in some combination of both.

A-52
<PAGE>

THE OPERATION OF THE FIXED ACCOUNT

The contract has a Fixed Account option. You may allocate net purchase
payments and may transfer Contract Value in the Variable Account to the Fixed
Account, which is part of our general account. The Fixed Account offers
diversification to a Variable Account contract, allowing you to protect
principal and earn a guaranteed rate of interest.

Because of exemptive and exclusionary provisions, interests in the Fixed
Account have not been registered under the Securities Act of 1933, and neither
the Fixed Account nor the general account has been registered as an investment
company under the Investment Company Act of 1940. Therefore, neither the
general account, the Fixed Account nor any interests therein are generally
subject to the provisions of these Acts, and we have been advised that the
staff of the Securities and Exchange Commission does not review disclosures
relating to the general account. Disclosures regarding the Fixed Account may,
however, be subject to certain generally applicable provisions of the Federal
securities laws relating to the accuracy and completeness of statements made
in prospectuses.

Our general account consists of all assets owned by us other than those in
the Variable Account and the Company's other separate accounts. We have sole
discretion over the investment of assets in the general account, including
those in the Fixed Account. You do not share in the actual investment
experience of the assets in the Fixed Account. Instead, we guarantee that we
will credit Contract Values in the Fixed Account with interest at an effective
annual rate of at least 3%. (Special rules apply to loan repayments. See the
Statement of Additional Information.) We are not obligated to credit interest
at a rate higher than 3%, although we have sole discretion to do so. We will
credit Contract Values in the Fixed Account with interest daily. We also
reserve the right to refuse transfers to the Fixed Account if we are paying an
interest rate on the Fixed Account equivalent to our guaranteed minimum
interest rate of 3%.

Currently, any purchase payment or portion of Contract Value you allocate to
the Fixed Account will earn interest at an annual rate we determine for that
deposit for a 12 month period. At the end of each succeeding 12 month period,
we will determine the interest rate that will apply to that deposit plus the
accrued interest for the next 12 months. This renewal rate may differ from the
interest rate that is applied to new deposits on that same day.

CONTRACT VALUE AND FIXED ACCOUNT TRANSACTIONS

A Contract's total Contract Value will include its Contract Value in the
Variable Account, in the Fixed Account, and, for Contracts under which
Contract loans are available, any of its Contract Value held in the Company's
general account (but outside the Fixed Account) which is the result of a
Contract loan.

Amounts you surrender from the Fixed Account will be on a "first-in, first-
out" basis. Amounts you withdraw from the Fixed Account due to a Contract loan
will be on a "last-in, first-out" basis. The amounts you allocate to the Fixed
Account are subject to the same rights and limitations as are in the Variable
Account regarding withdrawals and partial withdrawals. Special limits,
however, apply to transfers involving the Fixed Account (see below).

Unless you request otherwise, any partial withdrawal you make will reduce
the Contract Value in the sub-accounts of the Variable Account and the Fixed
Account, proportionately. In addition, if any portion of your Contract loan
comes from Contract Value in the Fixed Account, then you must allocate an
equal portion of each loan repayment to the Fixed Account.

We limit the amount of Contract Value which you may transfer from the Fixed
Account to the greater of (i) 25% of Contract Value in the Fixed Account at
the end of the first day of the Contract Year, or (ii) the amount of Contract
Value that you transferred from the Fixed Account in the prior Contract Year,
except with our consent. However, these limits do not apply to new deposits to
the Fixed Account for which the dollar cost averaging program has been elected
within 30 days from the date of deposit. See the Statement of Additional
Information.

A-53
<PAGE>

Amounts you transfer to the sub-accounts from the Fixed Account will be on a
"last-in, first-out" basis; that is, they will be made in the reverse order in
which you made deposits into the Fixed Account. No transfers to the Fixed
Account are allowed for 180 days after the date of a transfer out of the Fixed
Account and we reserve the right to restrict purchase payments to the Fixed
Account during this period.

We will deduct the annual Administration Contract Fee entirely from the
Contract Value in the Variable Account, and not from the Contract Value in the
Fixed Account or our general account as the result of a loan.

For more information on the Fixed Account please refer to the Statement of
Additional Information.

INVESTMENT PERFORMANCE INFORMATION

We may advertise or include in sales literature (i) total returns for the
sub-accounts, (ii) non-standard returns for the sub-accounts and (iii)
historical and hypothetical illustrations of the growth and value of a
purchase payment or payments invested in the sub-accounts for a specified
period. Total returns for the sub-accounts are based on the investment
performance of the corresponding Eligible Funds. THESE FIGURES ARE BASED ON
HISTORICAL EARNINGS AND DO NOT INDICATE OR PROJECT FUTURE PERFORMANCE. We may
also advertise or include in sales literature a sub-account's performance
compared to certain performance rankings and indexes compiled by independent
organizations, and we may present performance rankings and indexes without
such a comparison. See Appendix E of this prospectus. We may reflect bonus
amounts in performance relating to the Bonus Class.

STANDARD RETURN

The total return of a sub-account refers to return quotations assuming an
investment under a Contract has been held in the sub-account for the stated
times. Average annual total return of a sub-account tells you the return you
would have experienced if you allocated a $1,000 purchase payment to a sub-
account for the specified period. Standardized average annual total return
reflects all historical investment results, less all charges and deductions
applied against the sub-account, including any Withdrawal Charge that would
apply if you terminated a Contract at the end of each period indicated, but
excluding any deductions for premium taxes. Standardized total return may be
quoted for various periods including 1 year, 5 years, and 10 years, or from
inception of the sub-account if any of those periods are not available. See
Appendix E of this prospectus.

NON-STANDARD RETURN

"Non-Standard" average annual total return information may be presented,
computed on the same basis as described above, except that deductions will not
include the Withdrawal Charge. In addition, we may from time to time disclose
average annual total return for non-standard periods and cumulative total
return for a sub-account. Non-standard performance will be accompanied by
standard performance. See Appendix E of this prospectus.

We may also illustrate what would have been the growth and value of a
specified purchase payment or payments if it or they had been invested in each
of the Eligible Funds on the first day or the first month after those Eligible
Funds had commenced operations. This illustration will show Contract Value and
withdrawal value, calculated in the same manner as average annual total
return, as of the end of each year, ending with the date of the illustration.
Withdrawal value reflects the deduction of any Withdrawal Charge that may
apply, but does not reflect the deduction of any premium tax charge. We may
also show annual percentage changes in Contract Value and withdrawal value,
cumulative returns, and annual effective rates of return. We determine the
annual percentage change in Contract Value by taking the difference between
the Contract Value or withdrawal value at the beginning and at the end of each
year and dividing it by the beginning Contract Value or withdrawal value. We
determine cumulative return by taking the difference between the investment at
the beginning of the period and the ending Contract Value or withdrawal value
and dividing it by the investment at the beginning of the period. We calculate
the annual effective rate of return in the same manner as average annual total
return.

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<PAGE>

We may also illustrate growth and value of a specified purchase payment or
payments in the same manner as described above based on hypothetical returns.

OTHER PERFORMANCE

In advertising and sales literature, we may compare the performance of each
sub-account to the performance of other variable annuity issuers in general or
to the performance of particular types of variable annuities investing in
mutual funds, or investment series of mutual funds with investment objectives
similar to each of the sub-accounts. Advertising and sales literature may also
show the performance rankings of the sub-accounts assigned by independent
services, such as Variable Annuity Research Data Services ("VARDS") or may
compare to the performance of a sub-account to that of a widely used index,
such as Standard & Poor's Index of 500 Common Stocks. We may also use other
independent ranking services and indexes as a source of performance
comparison.

FINANCIAL STATEMENTS

You may find the financial statements of the Company and the Variable
Account in the Statement of Additional Information.

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<PAGE>

APPENDIX A

CONSUMER TIPS

DOLLAR COST AVERAGING

Dollar cost averaging allows you to take advantage of long-term stock market
results. It does not guarantee a profit or protect against a loss. If you
follow a program of dollar cost averaging on a long-term basis and the stock
fund selected performs at least as well as the S&P 500 has historically, it is
likely although not guaranteed that the price at which shares are withdrawn
will be higher than the average cost per share.

Under dollar cost averaging you invest the same amount of money in the same
professionally managed fund at regular intervals over a long period of time.
Dollar cost averaging keeps you from investing too much when the price of
shares is high and too little when the price is low. When the price of shares
is low, the money invested buys more shares. When it is high, the money
invested buys fewer shares. If you have the ability and desire to maintain
this program over a long period of time (for example, 20 years), and the stock
fund chosen follows the historical upward market trends, the price at which
the shares are sold should be higher than their average cost. The price could
be lower, however, if the fund chosen does not follow these historical trends.

If you are contemplating the use of dollar cost averaging, you should
consider your ability to continue the on-going purchases in order to take
advantage of periods of low price levels.

DIVERSIFICATION

Diversifying investment choices can enhance returns, by providing a wider
opportunity for safe returns, and reduce risks, by spreading the chance of
loss. Holding a single investment requires a safe return because a loss may
risk the entire investment. By diversifying, on the other hand, you can more
safely take a chance that some investments will under-perform and that others
will over-perform. Thus you can potentially earn a better-than-average rate of
return on a diversified portfolio than on a single safe investment. This is
because, although some of a diversified investment may be totally lost, some
of the investment may perform at above-average rates that more than compensate
for the loss.

MISCELLANEOUS

Toll-free telephone service:
--A recording of daily unit values is available by
calling 1-800-333-2501.

--Fund transfers and changes of future purchase
payment allocations can be made by calling 1-800-435-
4117.

Written Communications:
--All communications and inquiries regarding address
changes, premium payments, billing, fund transfers,
withdrawals, maturities and any other processing
matters relating to your Contract should be directed
to:

New England Annuities
P.O. Box 642
Boston, Mass 02116

A-56
<PAGE>

APPENDIX B

WITHDRAWAL CHARGE

The following example illustrates how the Withdrawal Charge would apply if
the commuted value of amounts that have been placed under certain payment
options is later withdrawn. As described in the prospectus in the section
"Withdrawal Charge," no Withdrawal Charge will apply if at any time more than
30 days from the time we issued your Contract you apply the proceeds to a
variable or fixed payment option involving a life contingency or, for a
minimum specified period of 15 years, to either the Variable Income for a
Specified Number of Years Option or the Variable Income Payments to Age 100
Option, or a comparable fixed option. However, if you later withdraw the
commuted value of amounts placed under the variable payment options, we will
deduct from the amount you receive a portion of the Withdrawal Charge that was
waived. Amounts applied to a fixed payment option may not be commuted. We base
the waiver on the ratio of: (1) the number of whole months remaining on the
date of withdrawal until the date when the Withdrawal Charge would expire, to
(2) the number of whole months that were remaining when you applied the
proceeds to the option, until the date when the Withdrawal Charge would
expire.

A-57
<PAGE>

APPENDIX C

PREMIUM TAX

Premium tax rates are subject to change. At present we pay premium taxes in
the following jurisdictions at the rates shown.

<TABLE>
<CAPTION>
CONTRACTS USED WITH TAX
JURISDICTION QUALIFIED RETIREMENT PLANS ALL OTHER CONTRACTS
------------ -------------------------- -------------------
<S> <C> <C>
California 0.50% 2.35%
Maine -- 2.00%
Nevada -- 3.50%
Puerto Rico 1.00% 1.00%
South Dakota -- 1.25%
West Virginia 1.00% 1.00%
Wyoming -- 1.00%
</TABLE>

See "Premium Tax Charges" in the prospectus for more information about how
premium taxes affect your Contract.

A-58
<PAGE>

APPENDIX D

AVERAGE ANNUAL TOTAL RETURN
[TO BE REVISED BY PRE-EFFECTIVE AMENDMENT]

The tables below illustrate hypothetical average annual total returns for
each sub-account for the periods shown, based on the actual investment
experience of the sub-accounts, the Zenith Fund and the Metropolitan Fund
during those periods. The tables do not represent what may happen in the
future.

The Variable Account was not established until July, 1994. The Contracts
were not available before 2001. The Back Bay Advisors Bond Income and
Back Bay Advisors Money Market Series commenced operations on August 26, 1983.
The Westpeak Growth and Income and Harris Oakmark Mid Cap Value Series
(formerly the Goldman Sachs Midcap Value Series) commenced operations on April
30, 1993. The Small Cap Series commenced operations on May 2, 1994. The MFS
Investors and MFS Research Managers Series commenced operations on April 30,
1999 and became available to American Growth Series Contractholders on July 1,
1999. The six other series of the Zenith Fund commenced operations on October
31, 1994. The Putnam International Stock Portfolio commenced operations on May
1, 1991 and became available to Contractholders on May 1, 2000. The Putnam
Large Cap Growth Portfolio commenced operations and became available to
Contractholders on May 1, 2000. The remaining Portfolios of the Metropolitan
Fund became available to contractholders on December 1, 2000 and commenced
operations as follows: State Street Research Aurora Small Cap Value and the
MetLife Mid Cap Stock Index Portfolio, July 5, 2000; Janus Mid Cap Portfolio,
March 3, 1997; Lehman Brothers Aggregate Bond Index, Morgan Stanley EAFE
Index, and Russell 2000 Index Portfolios, November 9, 1998; and MetLife Stock
Index Portfolio, May 1, 1990.

We base calculations of average annual total return on the assumption that a
single investment of $1,000 was made at the beginning of each period shown.
The figures do not reflect the effect of any premium tax charge, which applies
in certain states, and which would reduce the results shown.

The average annual total return is related to withdrawal value and is
calculated as follows. The amount of the assumed $1,000 purchase payment for a
Contract issued at the beginning of the period is divided by the Accumulation
Unit Value of each sub-account at the beginning of the period shown to arrive
at the number of Accumulation Units purchased. The number of Accumulation
Units is reduced on each Contract anniversary to reflect deduction of the
annual $30 Contract Administrative Fee from the Contract Value. For purposes
of this calculation, the maximum Contract Administrative Fee of $30 is
deducted. Each such $30 deduction reduces the number of units held under the
Contract by an amount equal to $30 divided by the Accumulation Unit Value on
the date of the deduction. The total number of units held under the Contract
at the beginning of the last Contract Year covered by the period shown is
multiplied by the Accumulation Unit Value on December 31, 2000 to arrive at
the Contract Value on that date. This Contract Value is then reduced by the
applicable Withdrawal Charge and the portion of the $30 Contract
Administrative Fee which would be deducted upon withdrawal on December 31,
2000 to arrive at the withdrawal value. The average annual total return is the
annual compounded rate of return which would produce the withdrawal value on
December 31, 2000. In other words, the average annual total return is the rate
which, when added to 1, raised to a power reflecting the number of years in
the period shown, and multiplied by the initial $1,000 investment, yields the
withdrawal value at the end of the period. The average annual total returns
assume that no premium tax charge has been deducted.

Sub-account average annual total return, which is calculated in accordance
with the SEC standardized formula, uses the inception date of the sub-account
through which the Eligible Fund shown is available. Fund total return adjusted
for Contract charges, which is non-standard performance, uses the inception
date of the Eligible Fund shown, and therefore may reflect periods prior to
the availability of the corresponding sub-account under the Contract. THIS
INFORMATION DOES NOT INDICATE OR REPRESENT FUTURE PERFORMANCE.

A-59
<PAGE>

SUB-ACCOUNT AVERAGE ANNUAL TOTAL RETURN
[TO BE UPDATED BY PRE-EFFECTIVE AMENDMENT]

For purchase payment allocated to the Back Bay Advisors Money Market Sub-
Account

For purchase payment allocated to the Back Bay Advisors Bond Income Sub-
Account

For purchase payment allocated to the Salomon Brothers Strategic Bond
Opportunities Sub-Account

For purchase payment allocated to the Salomon Brothers U.S. Government Sub-
Account

For purchase payment allocated to the Balanced Sub-Account*

For purchase payment allocated to the Alger Equity Growth Sub-Account

For purchase payment allocated to the Davis Venture Value Sub-Account

For purchase payment allocated to the Harris Oakmark Mid Cap Value Sub-
Account**

For purchase payment allocated to the Loomis Sayles Small Cap Sub-Account

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<PAGE>

For purchase payment allocated to the MFS Investors Sub-Account

<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1999
-------------------------------
<S> <C>
Since Inception of the Sub-Account....................................

For purchase payment allocated to the MFS Research Managers Sub-Account

<CAPTION>
PERIOD ENDING DECEMBER 31, 1999
-------------------------------
<S> <C>
Since Inception of the Sub-Account....................................
</TABLE>

For purchase payment allocated to the Westpeak Growth and Income Sub-Account

For purchase payment allocated to the Putnam International Stock Sub-
Account***
(previously the Morgan Stanley International Magnum Equity Sub-Account)

Janus Mid Cap Sub-Account

Lehman Brothers Aggregate Bond Index Sub-Account

MetLife Stock Index Sub-Account

<CAPTION>
PERIOD ENDING DECEMBER 31, 1999
-------------------------------
<S> <C>
1 Year................................................................
5 Year................................................................
Since Inception.......................................................

Morgan Stanley EAFE Index Sub-Account

Russell 2000 Index Sub-Account

<CAPTION>
PERIOD ENDING DECEMBER 31, 1999
-------------------------------
<S> <C>
1 Year................................................................
Since Inception.......................................................
</TABLE>
--------
* The Balanced Series' subadviser was Loomis Sayles & Company, L.P. until May
1, 2000 when Wellington Management Company, LLP became the subadviser.
** Harris Associates L.P. became the subadviser on May 1, 2000. Prior to that
time, other entities served as subadviser.
***On December 1, 2000, the Putnam International Stock Portfolio was
substituted for the Morgan Stanley International Magnum Equity Series, which
is no longer available for investment under the Contract.

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<PAGE>

FUND TOTAL RETURN ADJUSTED FOR CONTRACT CHARGES
(Non-Standard)

[TO BE UPDATED BY PRE-EFFECTIVE AMENDMENT]

For purchase payment allocated to the Back Bay Advisors Money Market Series

<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1999
-------------------------------
<S> <C>
1 Year................................................................
5 Years...............................................................
10 years..............................................................
Since Inception of the Fund...........................................

For purchase payment allocated to the Back Bay Advisors Bond Income Series

<CAPTION>
PERIOD ENDING DECEMBER 31, 1999
-------------------------------
<S> <C>
1 Year................................................................
5 Years...............................................................
10 years..............................................................
Since Inception of the Fund...........................................

For purchase payment allocated to the Salomon Brothers Strategic Bond
Opportunities Series

For purchase payment allocated to the Salomon Brothers U.S. Government Series

<CAPTION>
PERIOD ENDING DECEMBER 31, 1999
-------------------------------
<S> <C>
1 Year................................................................
5 years...............................................................
Since Inception of the Fund...........................................

For purchase payment allocated to the Balanced Series*

For purchase payment allocated to the Alger Equity Growth Series

For purchase payment allocated to the Davis Venture Value Series

<CAPTION>
PERIOD ENDING DECEMBER 31, 1999
-------------------------------
<S> <C>
1 Year................................................................
5 Years...............................................................
Since Inception of the Fund...........................................
</TABLE>
--------
* The Balanced Series' subadviser was Loomis Sayles & Company, L.P. until May
1, 2000 when Wellington Management Company, LLP became the subadviser.

A-62
<PAGE>

For purchase payment allocated to the Harris Oakmark Mid Cap Value Series*

<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1999
-------------------------------
<S> <C>
1 Year................................................................
5 Years...............................................................
Since Inception of the Fund...........................................

For purchase payment allocated to the Loomis Sayles Small Cap Series

For purchase payment allocated to the MFS Investors Series

<CAPTION>
PERIOD ENDING DECEMBER 31, 1999
-------------------------------
<S> <C>
Since Inception of the Fund...........................................

For purchase payment allocated to the MFS Research Managers Series

<CAPTION>
PERIOD ENDING DECEMBER 31, 1999
-------------------------------
<S> <C>
Since Inception of the Fund...........................................
</TABLE>

For purchase payment allocated to the Westpeak Growth and Income Series

<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1999
-------------------------------
<S> <C>
1 Year................................................................
5 Years...............................................................
Since Inception of the Fund...........................................

For purchase payment allocated to the Morgan Stanley International Magnum
Equity Series***

For purchase payment allocated to the Putnam International Stock Portfolio***

For purchase payment allocated to the Janus Mid Cap Portfolio

<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1999
-------------------------------
<S> <C>
1 Year................................................................
Since Inception.......................................................
</TABLE>
--------
***On December 1, 2000, the Putnam International Stock Portfolio was
substituted for the Morgan Stanley International Magnum Equity Series, which
is no longer available for investment under the Contract.

A-63
<PAGE>

For purchase payment allocated to the Lehman Brothers Aggregate Bond Index
Portfolio

For purchase payment allocated to the MetLife Stock Index Portfolio

<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1999
-------------------------------
<S> <C>
1 Year................................................................
5 Years...............................................................
Since Inception.......................................................
</TABLE>

For purchase payment allocated to the Morgan Stanley EAFE Index Portfolio

For purchase payment allocated to the Russell 2000 Index Portfolio

<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1999
-------------------------------
<S> <C>
1 Year................................................................
Since Inception.......................................................
</TABLE>
--------
* Harris Associates L.P. became the subadviser on May 1, 2000. Prior to that
time, other entities served as subadviser.

Information is available illustrating the impact of fund performance on
annuity payouts. For examples, see "Hypothetical Illustrations of Annuity
Income Payments" and "Historical Illustrations of Annuity Income Payments" in
the Statement of Additional Information.

A-64
<PAGE>

TABLE OF CONTENTS
OF
STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
THE COMPANY............................................................... II-3
SERVICES RELATING TO THE VARIABLE ACCOUNT................................. II-3
PERFORMANCE COMPARISONS................................................... II-3
CALCULATION OF PERFORMANCE DATA........................................... II-4
NET INVESTMENT FACTOR..................................................... II-20
ANNUITY PAYMENTS.......................................................... II-20
HYPOTHETICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS...................... II-22
HISTORICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS........................ II-26
THE FIXED ACCOUNT......................................................... II-29
EXPERTS................................................................... II-30
LEGAL MATTERS............................................................. II-30
APPENDIX A................................................................ II-31
FINANCIAL STATEMENTS...................................................... F-1
</TABLE>

If you would like a copy of the Statement of Additional Information, please
complete the request form below and mail to:

New England Securities Corporation
399 Boylston Street
Boston, Massachusetts 02116

Please send a copy of the Statement of Additional
Information for New England Variable Annuity Separate
Account (American Growth Series) to:

--------------------------------------------------------
Name

--------------------------------------------------------
Street

--------------------------------------------------------
City State Zip

A-65
<PAGE>

NEW ENGLAND VARIABLE ANNUITY SEPARATE ACCOUNT
AMERICAN FORERUNNER SERIES
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
ISSUED BY NEW ENGLAND LIFE INSURANCE COMPANY
STATEMENT OF ADDITIONAL INFORMATION
(PART B)
, 2001

This Statement of Additional Information is not a prospectus. This Statement
of Additional Information relates to the Prospectus dated , 2001 and should
be read in conjunction therewith. A copy of the Prospectus may be obtained by
writing to New England Securities Corporation ("New England Securities") 399
Boylston Street, Boston, Massachusetts 02116.

II-1
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
The Company............................................................... II-3
Services Relating to the Variable Account................................. II-3
Performance Comparisons................................................... II-3
Calculation of Performance Data........................................... II-4
Net Investment Factor..................................................... II-20
Annuity Payments.......................................................... II-20
Hypothetical Illustrations of Annuity Income Payouts...................... II-22
Historical Illustrations of Annuity Income Payouts........................ II-26
The Fixed Account......................................................... II-29
Experts................................................................... II-30
Legal Matters............................................................. II-30
Appendix A................................................................ II-31
Financial Statements...................................................... F-1
</TABLE>

II-2
<PAGE>

THE COMPANY

New England Life Insurance Company ("The Company") is an indirect, wholly-
owned subsidiary of Metropolitan Life Insurance Company ("MetLife"). MetLife
is a wholly-owned subsidiary of MetLife, Inc., a publicly traded company.

SERVICES RELATING TO THE VARIABLE ACCOUNT

The Company maintains the books and records of the Variable Account and
provides issuance and other administrative services for the Contracts.

Auditors. Deloitte & Touche LLP, located at 200 Berkeley Street, Boston,
Massachusetts 02110, conducts an annual audit of the Variable Account's
Financial Statements.

Principal Underwriter. New England Securities Corporation ("New England
Securities"), an indirect subsidiary of the company, serves as principal
underwriter for the Variable Account pursuant to a distribution agreement with
the Company. The contracts are offered continuously and may be sold by
registered representatives of broker-dealers that have selling agreements with
New England Securities as well as by the Company's life insurance agents and
insurance brokers who are registered representatives of New England
Securities. The Company pays commissions, none of which are retained by New
England Securities, in connection with sales of the Contracts.

PERFORMANCE COMPARISONS

Articles and releases, developed by the Company, the Eligible Funds (as
defined in the Prospectus) and other parties, about the Account or the
Eligible Funds regarding performance, rankings, statistics and analyses of the
Account's, the individual Eligible Funds' and fund groups' asset levels and
sales volumes, statistics and analyses of industry sales volumes and asset
levels, and other characteristics may appear in publications, including, but
not limited to, those publications listed in Appendix A to this Statement of
Additional Information. In particular, some or all of these publications may
publish their own rankings or performance reviews including the Account or the
Eligible Funds. References to or reprints of such articles may be used in
promotional literature. Such literature may refer to personnel of the advisers
and/or subadvisers who have portfolio management responsibility, and their
investment style. The references may allude to or include excerpts from
articles appearing in the media.

The advertising and sales literature for the Contracts and the Account may
refer to historical, current and prospective economic trends and may include
historical and current performance and total returns of investment
alternatives.

In addition, sales literature may be published concerning topics of general
investor interest for the benefit of registered representatives and
prospective Contractholders. These materials may include, but are not limited
to, discussions of college planning, retirement planning, reasons for
investing and historical examples of the investment performance of various
classes of securities, securities markets and indices.

II-3
<PAGE>

CALCULATION OF PERFORMANCE DATA
[TO BE REVISED BY PRE-EFFECTIVE AMENDMENT]

The tables below illustrate hypothetical average annual total returns for
each sub-account for the periods shown, based on the actual investment
experience of the sub-accounts, the New England Zenith Fund (the "Zenith
Fund") and Metropolitan Series Fund ("Metropolitan Fund") during those
periods. The tables do not represent what may happen in the future.

The Variable Account was not established until July, 1994. The Contracts
were not available until , 2001. The Back Bay Advisors Bond Income and Back
Bay Advisors Money Market Series commenced operations on August 26, 1983. The
Westpeak Growth and Income and Harris Oakmark Mid Cap Value Series (formerly
the Goldman Sachs Midcap Value Series) commenced operations on April 30, 1993.
The Small Cap Series commenced operations on May 2, 1994. The MFS Investors
and MFS Research Managers Series commenced operations on April 30, 1999 and
became available to American Growth Series Contractholders on July 1, 1999.
The five other series of the Zenith Fund commenced operations on October 31,
1994. The Putnam International Stock Portfolio commenced operations on October
31, 1994. On December 1, 2000, the Putnam International Stock Portfolio was
substituted for the Morgan Stanley International Magnum Equity Series. October
31, 1994 is the date Morgan Stanley International Magnum Equity Series
commenced operations. Performance figures for dates on or before 12/1/00
reflect the performance of the Morgan Stanley International Magnum Equity
Series. The Putnam Large Cap Growth Portfolio commenced operations on May 1,
2000. The State Street Research Aurora Small Cap Value and the MetLife Mid Cap
Stock Index Portfolios commenced operations on July 5, 2000. The Janus Mid Cap
Portfolio commenced operations on March 3, 1997. The Lehman Brothers Aggregate
Bond Index, Morgan Stanley EAFE Index, and Russell 2000 Index Portfolios
commenced operations on November 9, 1998. The MetLife Stock Index Portfolio
commenced operations on May 1, 1990.

Calculations of average annual total return are based on the assumption that
a single investment of $1,000 was made at the beginning of each period shown.
The figures do not reflect the effect of any premium tax charge, which applies
in certain states, and which would reduce the results shown.

The average annual total return is related to surrender value and is
calculated as follows. The amount of the assumed $1,000 purchase payment for a
Contract issued at the beginning of the period is divided by the Accumulation
Unit Value of each sub-account at the beginning of the period shown to arrive
at the number of Accumulation Units purchased. The number of Accumulation
Units is reduced on each Contract anniversary to reflect deduction of the
annual $30 Contract Administrative Fee from the Contract Value. For purposes
of this calculation, the Contract Administrative Fee of $30 is deducted. Each
such $30 deduction reduces the number of units held under the Contract by an
amount equal to $30 divided by the Accumulation Unit Value on the date of the
deduction. The total number of units held under the Contract at the beginning
of the last Contract Year covered by the period shown is multiplied by the
Accumulation Unit Value on December 31, 1999 to arrive at the Contract Value
on that date. This Contract Value is then reduced by the applicable Withdrawal
Charge and the portion of the $30 Contract Administrative Fee which would be
deducted upon withdrawal on December 31, 1999 to arrive at the withdrawal
value. The average annual total return is the annual compounded rate of return
which would produce the withdrawal value on December 31, 1999. In other words,
the average annual total return is the rate which, when added to 1, raised to
a power reflecting the number of years in the period shown, and multiplied by
the initial $1,000 investment, yields the withdrawal value at the end of the
period. The average annual total returns assume that no premium tax charge has
been deducted. See Appendix E of the prospectus for Sub-account average annual
total return and Fund total return adjusted for contract charges.

The following chart illustrates how the average annual total return was
determined for the five year period ending December 31, 1999 for the sub-
account investing in the Back Bay Advisors Bond Income Series based on the
assumptions used above. The units column below shows the number of
accumulation units hypothetically purchased by the $1000 investment in the
Series in the first year. The units are reduced on each Contract anniversary
to reflect the deduction of the $30 Contract Administrative Fee. The
illustration assumes no premium tax charge is deducted.

The unit values of the sub-accounts reflect the change in the net asset
value of the underlying Eligible Funds plus the reinvestment of dividends from
net investment income and of distributions from net realized gains, if any.
The unit values also reflect the deduction of the Asset-Based Insurance
Charge.

II-4
<PAGE>

<TABLE>
<CAPTION>
AVERAGE
UNIT CONTRACT SURRENDER ANNUAL TOTAL
DATE UNITS VALUE VALUE VALUE RETURN
---- ----- ----- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
December 31, 1994................
December 31, 1995................
December 31, 1996................
December 31, 1997................
December 31, 1998................
December 31, 1999................
</TABLE>

The following charts illustrate what would have been the growth and value of
a $10,000 purchase payment if it had been invested in each of the Eligible
Funds on the first day of the first month after those Eligible Funds became
available: September 1, 1983 for the Back Bay Advisors Money Market and Back
Bay Advisors Bond Income Series; May 1, 1993 for the Westpeak Growth and
Income and Harris Oakmark Mid Cap Value Series; May 2, 1994 for the Loomis
Sayles Small Cap Series; May 1, 1999 for the MFS Investors and MFS Research
Managers Series; November 1, 1994 for the other series of the Zenith Fund,
November 1, 1994 for the Putnam International Stock Portfolio March 3, 1997
for the Janus Mid Cap Portfolio, May 1, 1990, for the MetLife Stock Index
Portfolio, and December 1, 1998 for the Lehman Brothers Aggregate Bond Index,
Morgan Stanley EAFE Index and Russell 2000 Index Portfolios. The figures shown
do not reflect the deduction of any premium tax charge on surrender. During
the period when the Withdrawal Charge applies, the percentage return on
surrender value from year to year (after the 1st year) will be greater than
the percentage return on Contract Value for the same years. This is because
the percentage return on surrender value reflects not only investment
experience but also the annual reduction in the applicable Withdrawal Charge.
In the first chart, the Contract Value and withdrawal value on each date shown
are calculated in the manner described in the preceding illustrations of
average annual total return, assuming that no premium tax charge is deducted
on withdrawal.

In the second and third charts, the difference between the Contract Value or
withdrawal value at the beginning and at the end of each year is divided by
the beginning Contract Value or withdrawal value to arrive at the annual
percentage change. The cumulative return information set forth in these charts
is determined by taking the difference between the $10,000 investment and the
ending Contract Value or withdrawal value and dividing it by $10,000. The
annual effective rate of return in this illustration is calculated in the same
manner as the average annual total return described in the preceding
illustration, assuming that no premium tax charge is deducted on withdrawal.

$10,000 SINGLE PURCHASE PAYMENT CONTRACT
INVESTMENT RESULTS

CONTRACT VALUE(1)

II-5
<PAGE>

<TABLE>
<CAPTION>
LEHMAN
WESTPEAK BROTHERS MORGAN
MFS GROWTH PUTNAM JANUS AGGREGATE METLIFE STANLEY RUSSELL
MFS RESEARCH AND INTERNATIONAL MID BOND STOCK EAFE 2000
INVESTORS MANAGERS INCOME STOCK(4) CAP INDEX INDEX INDEX INDEX
--------- -------- -------- ------------- ----- --------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31:
1983...................
1984...................
1985...................
1986...................
1987...................
1988...................
1989...................
1990...................
1991...................
1992...................
1993...................
1994...................
1995...................
1996...................
1997...................
1998...................
1999...................
</TABLE>

WITHDRAWAL VALUE(1)

II-6
<PAGE>

ANNUAL PERCENTAGE CHANGE IN CONTRACT VALUE(1)

<TABLE>
<CAPTION>
LEHMAN
WESTPEAK BROTHERS MORGAN
MFS GROWTH PUTNAM JANUS AGGREGATE METLIFE STANLEY RUSSELL DOW JONES S&P 500
MFS RESEARCH AND INTERNATIONAL MID BOND STOCK EAFE 2000 INDUSTRIAL STOCK
INVESTORS MANAGERS INCOME STOCK(4) CAP INDEX INDEX INDEX INDEX AVERAGE(5) INDEX(6)
--------- -------- -------- ------------- ----- --------- ------- ------- ------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
As of December
31:
1983............ 5.11% 1.79%
1984............ 1.35 6.27
1985............ 33.62 31.73
1986............ 27.25 18.66
1987............ 5.55 5.25
1988............ 16.21 16.61
1989............ 32.24 31.69
1990............ -0.54 -3.10
1991............ 24.25 30.47
1992............ 7.40 7.62
1993............ 16.97 10.08
1994............ 5.02 1.32
1995............ 36.94 37.58
1996............ 28.91 22.96
1997............ 24.91 33.36
1998............ 18.14 28.52
1999............ 27.21 21.04
Cumulative Re-
turn............ 1,791.58 1,653.04
Annual Effective
of Return....... 18.88 18.35
<CAPTION>
LEHMAN
INTERMEDIATE
GOVERNMENT/
CORPORATE CONSUMER
BOND PRICE
INDEX(7) INDEX(8)
------------ --------
<S> <C> <C>
As of December
31:
1983............ 4.51% 1.07%
1984............ 14.37 3.95
1985............ 18.06 3.77
1986............ 13.13 1.13
1987............ 3.66 4.41
1988............ 6.67 4.42
1989............ 12.77 4.65
1990............ 9.16 6.11
1991............ 14.62 3.06
1992............ 7.17 2.90
1993............ 8.79 2.75
1994............ -1.93 2.67
1995............ 15.33 2.54
1996............ 4.05 3.32
1997............ 7.87 1.83
1998............ 8.44 1.61
1999............ -2.15 2.68
Cumulative Re-
turn............ 357.92 72.44
Annual Effective
of Return....... 9.36 3.26
</TABLE>

II-7
<PAGE>

ANNUAL PERCENTAGE CHANGE IN WITHDRAWAL VALUE(1)

<TABLE>
<CAPTION>
SALOMON
BACK BAY BACK BAY BROTHERS SALOMON HARRIS LOOMIS
ADVISORS ADVISORS STRATEGIC BROTHERS ALGER DAVIS OAKMARK SAYLES
MONEY BOND BOND U.S. EQUITY VENTURE MID CAP SMALL MFS
MARKET INCOME OPPORTUNITIES GOVERNMENT BALANCED(2) GROWTH VALUE VALUE(3) CAP INVESTORS
-------- ------------- ------------- ---------- ----------- ------- ------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
As of December
31:
1983............
1984............
1985............
1986............
1987............
1988............
1989............
1990............
1991............
1992............
1993............
1994............
1995............
1996............
1997............
1998............
1999............
Cumulative Re-
turn............
Annual Effective
Rate of Return..
<CAPTION>
LEHMAN
WESTPEAK LEHMAN MORGAN INTERMEDIATE
GROWTH PUTNAM JANUS BROTHERS STANLEY RUSSELL DOW JONES S&P 500 GOVERNMENT/
AND INTERNATIONAL MID AGGREGATE METLIFE EAFE 2000 INDUSTRIAL STOCK CORPORATE
INCOME STOCK CAP BOND INDEX STOCK INDEX INDEX INDEX AVERAGE(4) INDEX(5) BOND INDEX(6)
-------- ------------- ------------- ---------- ----------- ------- ------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
As of December
31:
1983............ 5.11% 1.79% 4.51%
1984............ 1.35 6.27 14.37
1985............ 33.62 31.73 18.06
1986............ 27.25 18.66 13.13
1987............ 5.55 5.25 3.66
1988............ 16.21 16.61 6.67
1989............ 32.24 31.69 12.77
1990............ -0.54 -3.10 9.16
1991............ 24.25 30.47 14.62
1992............ 7.40 7.62 7.17
1993............ 16.97 10.08 8.79
1994............ 5.02 1.32 -1.93
1995............ 36.94 37.58 15.33
1996............ 28.91 22.96 4.05
1997............ 24.91 33.36 7.87
1998............ 18.14 28.52 8.44
1999............ 27.21 21.04 -2.15
Cumulative Re-
turn............ 1,791.58 1,653.04 357.92
Annual Effective
Rate of Return.. 18.88 18.35 9.36
<CAPTION>
MFS
RESEARCH
MANAGERS
--------
<S> <C>
As of December
31:
1983............
1984............
1985............
1986............
1987............
1988............
1989............
1990............
1991............
1992............
1993............
1994............
1995............
1996............
1997............
1998............
1999............
Cumulative Re-
turn............
Annual Effective
Rate of Return..
<CAPTION>
CONSUMER
PRICE
INDEX(7)
--------
<S> <C>
As of December
31:
1983............ 1.07%
1984............ 3.95
1985............ 3.77
1986............ 1.13
1987............ 4.41
1988............ 4.42
1989............ 4.65
1990............ 6.11
1991............ 3.06
1992............ 2.90
1993............ 2.75
1994............ 2.67
1995............ 2.54
1996............ 3.32
1997............ 1.83
1998............ 1.61
1999............ 2.68
Cumulative Re-
turn............ 72.44
Annual Effective
Rate of Return.. 3.26
</TABLE>
-------
NOTES:
(1) The Contract Values, withdrawal values, and annual percentage change
figures assume reinvestment of dividends and capital gain distributions.
The Contract Values are net of all deductions and expenses other than any
applicable Withdrawal Charge or premium tax charge. Each withdrawal value
equals the Contract Value less any applicable Withdrawal Charge and a pro
rata portion of the annual $30 Contract Administrative Fee, but does not
reflect a deduction for the premium tax charge. (See "Asset-Based
Insurance Charges, Withdrawal Charge and Other Deductions.") 1983 figures
for the Back Bay Advisors Bond Income and Back Bay Advisors Money Market
Series are from September 1 through December 31, 1983. 1993 figures for
the Westpeak Growth and Income and Harris Oakmark Mid Cap Value Series are
from May 1 through December 31, 1993. 1994 figures for the Loomis Sayles
Small Cap Series are from May 2 through December 31, 1994. 1999 figures
for the MFS Investors and MFS Research Managers Series are from May 1 to
December 31, 1999. 1994 figures for all other series of the Zenith Fund
are from November 1 through December 31, 1994. 1994 figures for the Putnam
International Stock Portfolio are from November 1, 1994 through December
31, 1991. 1997 figures for the Janus Mid Cap Portfolio are from March 3,
1997 through December 31, 1997. 1998 figures for the Lehman Brothers
Aggregate Bond Index, Morgan Stanley EAFE Index and Russell 2000 Index
Portfolios are from December 1, 1998 through December 31, 1998.
(2) The Balanced Series' subadviser was Loomis Sayles & Company, L.P. until
May 1, 2000 when Wellington Management Company, LLP became the sub-
adviser.
(3) Harris Associates L.P. became the subadviser on May 1, 2000. Prior to that
time, other entities served as subadviser.
(4) On December 1, 2000, the Putnam International Stock Portfolio was
substituted for the Morgan Stanley International Magnum Equity Series,
which is no longer available for investment under the Contract. Putnam
Investment Management, Inc. became the sub-investment manager of the
Putnam International Stock Portfolio on January 24, 2000. Prior to that
time, Santander Global Advisors, Inc. served as sub-investment manager.
Values on and before December 1, 2000 reflect the performance of the
Morgan Stanley International Magnum Equity Series.
(5) The Dow Jones Industrial Average is a market value-weighted and unmanaged
index of 30 large industrial stocks traded on the New York Stock Exchange.
The annual percentage change figures have been adjusted to reflect
reinvestment of dividends. 1983 figures are from September 1 through
December 31, 1983.
(6) The S&P 500 Stock Index is an unmanaged weighted index of the stock
performance of 500 industrial, transportation, utility and financial
companies. The annual percentage change figures have been adjusted to
reflect reinvestment of dividends. 1983 figures are from September 1
through December 31, 1983.
(7) The Lehman Intermediate Government/Corporate Bond Index is a subset of the
Lehman Government/Corporate Bond Index covering all issues with maturities
between 1 and 10 years which is composed of taxable, publicly-issued, non-
convertible debt obligations issued or guaranteed by the U.S. Government
or its agencies and another Lehman index that is composed of taxable,
fixed rate publicly-issued, investment grade non-convertible corporate
debt obligations. 1983 figures are from September 1 through December 31,
1983.
(8) The Consumer Price Index, published by the U.S. Bureau of Labor
Statistics, is a statistical measure of changes, over time, in the prices
of goods and services. 1983 figures are from September 1 through December
31, 1983.

II-8
<PAGE>

The chart below illustrates what would have been the change in value of a
$250 monthly investment under a Contract in each of the Eligible Funds if
purchase payments had been made on the first day of each month starting with
September 1, 1983 for the Back Bay Advisors Bond Income and Back Bay Advisors
Money Market Series, May 1, 1993 for the Westpeak Growth and Income and Harris
Oakmark Mid Cap Value Series, May 2, 1994 for the Loomis Sayles Small Cap
Series, May 1, 1999 for the MFS Investors and MFS Research Managers Series,
November 1, 1994 for the other series of the Zenith Fund, November 1, 1994 for
the Putnam International Stock Portfolio, March 3, 1997 for the Janus Mid Cap
Portfolio, and December 1, 1998 for the Lehman Brothers Aggregate Bond Index,
Morgan Stanley EAFE Index and Russell 2000 Index Portfolios. The figures shown
do not reflect the deduction of any premium tax charge on withdrawal, and only
withdrawal values, not Contract Values, reflect the deduction of any
applicable Withdrawal Charge. Each purchase payment is divided by the
Accumulation Unit Value of each sub-account on the date of the investment to
calculate the number of Accumulation Units purchased. The total number of
units under the Contract is reduced on each Contract anniversary to reflect
the $30 Contract Administrative Fee, in the same manner as described in the
illustrations of average annual total return. The Contract Value and the
withdrawal value are calculated according to the methods described in the
preceding examples. The annual effective rate of return in this illustration
represents the compounded annual rate that the hypothetical purchase payments
shown would have had to earn in order to produce the Contract Value and
withdrawal value illustrated on December 31, 1999. The annual effective rate
of return is the rate which, when added to 1 and raised to a power equal to
the number of months for which the payment is invested divided by twelve, and
multiplied by the payment amount, for all monthly payments, would yield the
Contract Value or withdrawal value on the ending date of the illustration.

INVESTMENT RESULTS

<TABLE>
<CAPTION>
CONTRACT VALUE
--------------------------------------------------------------------------------------
SALOMON SALOMON HARRIS
CUMU- BACK BAY BACK BAY CUMU- BROTHERS BROTHERS CUMU- OAKMARK
LATIVE ADVISORS ADVISORS LATIVE BOND U.S. ALGER DAVIS LATIVE MID
PAY- MONEY BOND PAY- OPPOR- GOVERN- EQUITY VENTURE PAY- CAP
MENTS MARKET INCOME MENTS TUNITIES MENT BALANCED(1) GROWTH VALUE MENTS VALUE(3)
------- -------- -------- ------- -------- -------- ----------- ------ ------- ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31:
1983................. $ 1,000
1984................. 4,000
1985................. 7,000
1986................. 10,000
1987................. 13,000
1988................. 16,000
1989................. 19,000
1990................. 22,000
1991................. 25,000
1992................. 28,000
1993................. 31,000 $2,000
1994................. 34,000 $ 500 5,000
1995................. 37,000 3,500 8,000
1996................. 40,000 6,500 11,000
1997................. 43,000 9,500 14,000
1998................. 46,000 12,500 17,000
1999................. 49,000 15,500 20,000
Annual Effective Rate
of Return.............
</TABLE>
-------
(1) Wellington Management Company, LLP became the subadviser of the Balanced
Series on May 1, 2000. Prior to that time, Loomis Sayles & Company, L.P.
served as subadviser.
(2) On December 1, 2000, the Putnam International Stock Portfolio was
substituted for the Morgan Stanley International Magnum Equity Series,
which is no longer available for investment under the Contract. Putnam
Investment Management, Inc. became the sub-investment manager of The
Putnam International Stock Portfolio on January 24, 2000. Prior to that
time, Santander Global Advisors, Inc. served as sub-investment manager.
Values on and before December 1, 2000, reflect the performance of the
Morgan Stanley International Magnum Equity Series.
(3) Harris Associates L.P. became the subadviser on May 1, 2000. Prior to that
time, other entities served as subadviser.

II-9
<PAGE>

<TABLE>
<CAPTION>
CONTRACT VALUE
----------------------------------------------------------------------------------------------------
LEHMAN
WESTPEAK CUMU- LOOMIS CUMU- CUMU- PUTNAM CUMU- CUMU- BROTHERS CUMU-
GROWTH LATIVE SAYLES LATIVE MFS MFS LATIVE INTER- LATIVE JANUS LATIVE AGGREGATE LATIVE METLIFE
AND PAY- SMALL PAY- INVES- RESEARCH PAY- NATIONAL PAY- MID PAY- BOND PAY- STOCK
INCOME MENTS CAP MENTS TORS MANAGERS MENTS STOCK(2) MENTS CAP MENTS INDEX MENTS INDEX
-------- ------- ------ ------ ------ -------- ------- -------- ------ ----- ------ --------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
As of Decem-
ber 31:
1983............
1984............
1985............
1986............
1987............
1988............
1989............
1990............ 2,000
1991............ $ 2,000 5,000
1992............ 5,000 8,000
1993............ 8,000 11,000
1994............ $ 2,000 11,000 14,000
1995............ 5,000 14,000 17,000
1996............ 8,000 17,000 20,000
1997............ 11,000 20,000 2,500 23,000
1998............ 14,000 23,000 5,500 250 26,000
1999............ 17,000 $2,000 26,000 8,500 3,250 29,000
Annual Effective
Rate of Return...
<CAPTION>
CUMU- MORGAN
LATIVE STANLEY RUSSELL
PAY- EAFE 2000
MENTS INDEX INDEX
------ ------- -------
<S> <C> <C> <C>
As of Decem-
ber 31:
1983............
1984............
1985............
1986............
1987............
1988............
1989............
1990............
1991............
1992............
1993............
1994............
1995............
1996............
1997............
1998............ 250
1999............ 3,250
Annual Effective
Rate of Return...
</TABLE>
<TABLE>
<CAPTION>
WITHDRAWAL VALUE
----------------------------------------------------------------------------------------------
CUMU- BACK BAY BACK BAY CUMU- SALOMON SALOMON CUMU- HARRIS
LATIVE ADVISORS ADVISORS LATIVE BROTHERS BROTHERS ALGER DAVIS LATIVE OAKMARK
PAY- MONEY BOND PAY- BOND U.S. EQUITY VENTURE PAY- MID CAP
MENTS MARKET INCOME MENTS OPPORTUNITIES GOVERNMENT BALANCED(1) GROWTH VALUE MENTS VALUE(3)
------- -------- -------- ------- ------------- ---------- ----------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31:
1983............ $ 1,000
1984............ 4,000
1985............ 7,000
1986............ 10,000
1987............ 13,000
1988............ 16,000
1989............ 19,000
1990............ 22,000
1991............ 25,000
1992............ 28,000
1993............ 31,000 $ 2,000
1994............ 34,000 $ 500 5,000
1995............ 37,000 3,500 8,000
1996............ 40,000 6,500 11,000
1997............ 43,000 9,500 14,000
1998............ 46,000 12,500 17,000
1999............ 49,000 15,500 20,000
Annual Effective
Rate of Return.
</TABLE>
<TABLE>
<CAPTION>
LEHMAN
WESTPEAK CUMU- LOOMIS CUMU- CUMU- PUTNAM CUMU- CUMU- BROTHERS CUMU-
GROWTH LATIVE SAYLES LATIVE MFS MFS LATIVE INTER- LATIVE JANUS LATIVE AGGREGATE LATIVE METLIFE
AND PAY- SMALL PAY- INVES- RESEARCH PAY- NATIONAL PAY- MID PAY- BOND PAY- STOCK
INCOME MENTS CAP MENTS TORS MANAGERS MENTS STOCK(2) MENTS CAP MENTS INDEX MENTS INDEX
-------- ------ ------ ------ ------ -------- ------- -------- ------ ----- ------ --------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31:
1983............
1984............
1985............
1986............
1987............
1988............
1989............
1990............ 2,000
1991............ $ 2,000 5,000
1992............ 5,000 8,000
1993............ 8,000 11,000
1994............ $2,000 11,000 14,000
1995............ 5,000 14,000 17,000
1996............ 8,000 17,000 20,000
1997............ 11,000 20,000 2,500 23,000
1998............ 14,000 23,000 5,500 250 26,000
1999............ 17,000 $2,000 26,000 8,500 3,250 29,000
Annual Effective
Rate of Return.
<CAPTION>
CUMU- MORGAN
LATIVE STANLEY RUSSELL
PAY- EAFE 2000
MENTS INDEX INDEX
------ ------- -------
<S> <C> <C> <C>
As of December 31:
1983............
1984............
1985............
1986............
1987............
1988............
1989............
1990............
1991............
1992............
1993............
1994............
1995............
1996............
1997............
1998............ 250
1999............ 3,250
Annual Effective
Rate of Return.
</TABLE>
-------
(1) Wellington Management Company, LLP became the subadviser of the Balanced
Series on May 1, 2000. Prior to that time, Loomis Sayles & Company L.P.
served as subadviser.
(2) On December 1, 2000, the Putnam International Stock Portfolio was
substituted for the Morgan Stanley International Magnum Equity Series,
which is no longer available for investment under the Contract. Putnam
Investment Management, Inc. became the sub-investment manager of the
Putnam International Stock Portfolio on January 24, 2000. Prior to that
time, Santander Global Advisors, Inc. served as sub-investment manager.
Values on and before December 1, 2000 reflect the performance of the
Morgan Stanley International Magnum Equity Series.
(3) Harris Associates L.P. became the subadviser on May 1, 2000. Prior to
that time, other entities served as subadviser.

II-10
<PAGE>

As discussed in the prospectus in the section entitled "Investment
Performance Information", the Variable Account may illustrate historical
investment performance by showing the percentage change in unit value and the
annual effective rate of return of each sub-account of the Variable Account
for every calendar year since inception of the corresponding Eligible Funds to
the date of the illustration and for the ten, five and one year periods ending
with the date of the illustration. Examples of such illustrations follow. Such
illustrations do not reflect the impact of any Withdrawal Charge, premium tax
charge, or the annual $30 Contract Administrative Fee. The method of
calculating the percentage change in unit value is described in the prospectus
under "Investment Performance Information." The annual effective rate of
return in these illustrations is calculated by dividing the unit value at the
end of the period by the unit value at the beginning of the period, raising
this quantity to the power of 1/n (where n is the number of years in the
period), and then subtracting 1.

Set forth on the following pages are illustrations of the percentage change
in unit value information and annual effective rate of return information
discussed above that may appear in the Variable Account's Annual and Semi-
Annual Reports and in other illustrations of historical investment
performance. Such illustrations do not reflect the impact of any Withdrawal
Charge, premium tax charge, or the annual Contract Administrative Fee.

BACK BAY ADVISORS MONEY MARKET SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
August 26, 1983....................................... 1.000000
December 31, 1983.....................................
December 31, 1984.....................................
December 31, 1985.....................................
December 31, 1986.....................................
December 31, 1987.....................................
December 31, 1988.....................................
December 31, 1989.....................................
December 31, 1990.....................................
December 31, 1991.....................................
December 31, 1992.....................................
December 31, 1993.....................................
December 31, 1994.....................................
December 31, 1995.....................................
December 31, 1996.....................................
December 31, 1997.....................................
December 31, 1998.....................................
December 31, 1999.....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
16 years, 4 months ended December 31, 1999.............
10 years ended December 31, 1999.......................
5 years ended December 31, 1999........................
1 year ended December 31, 1999.........................
</TABLE>
--------
* Unit values do not reflect the impact of any Withdrawal Charge, premium tax
charge, or the annual Contract Administrative Fee.

II-11
<PAGE>

BACK BAY ADVISORS BOND INCOME SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ---------
<S> <C> <C>
August 26, 1983.................................... 1.000000
December 31, 1983..................................
December 31, 1984..................................
December 31, 1985..................................
December 31, 1986..................................
December 31, 1987..................................
December 31, 1988..................................
December 31, 1989..................................
December 31, 1990..................................
December 31, 1991..................................
December 31, 1992..................................
December 31, 1993..................................
December 31, 1994..................................
December 31, 1995..................................
December 31, 1996..................................
December 31, 1997..................................
December 31, 1998..................................
December 31, 1999..................................

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
------------ ---------
<S> <C> <C>
16 years, 4 months ended December 31, 1999.........
10 years ended December 31, 1999...................
5 years ended December 31, 1999....................
1 year ended December 31, 1999.....................
</TABLE>

SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ---------
<S> <C> <C>
October 31, 1994................................... 1.000000
December 31, 1994..................................
December 31, 1995..................................
December 31, 1996..................................
December 31, 1997..................................
December 31, 1998..................................
December 31, 1999..................................

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
------------ ---------
<S> <C> <C>
5 years, 2 months ended December 31, 1999..........
5 years ended December 31, 1999....................
1 year ended December 31, 1999.....................
</TABLE>
--------
* Unit values do not reflect the impact of any Withdrawal Charge, premium tax
charge, or the annual Contract Administrative Fee.

II-12
<PAGE>

SALOMON BROTHERS U.S. GOVERNMENT SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
October 31, 1994...................................... 1.000000
December 31, 1994.....................................
December 31, 1995.....................................
December 31, 1996.....................................
December 31, 1997.....................................
December 31, 1998.....................................
December 31, 1999.....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

BALANCED SUB-ACCOUNT**

ANNUAL PERCENT CHANGE IN UNIT VALUE*

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
5 years, 2 months ended December 31, 1999..............
5 years ended December 31, 1999........................
1 year ended December 31, 1999.........................
</TABLE>
--------
* Unit values do not reflect the impact of any Withdrawal Charge, premium tax
charge, or the annual Contract Administrative Fee.
** The Balanced Series' subadviser was Loomis Sayles & Company, L.P. until May
1, 2000 when Wellington Management Company, LLP became the subadviser.

II-13
<PAGE>

ALGER EQUITY GROWTH SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

DAVIS VENTURE VALUE SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

II-14
<PAGE>

HARRIS OAKMARK MID CAP VALUE SUB-ACCOUNT**

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
April 30, 1993........................................ 1.000000
December 31, 1993.....................................
December 31, 1994.....................................
December 31, 1995.....................................
December 31, 1996.....................................
December 31, 1997.....................................
December 31, 1998.....................................
December 31, 1999.....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

LOOMIS SAYLES SMALL CAP SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
May 1, 1994........................................... 1.000000
December 31, 1994.....................................
December 31, 1995.....................................
December 31, 1996.....................................
December 31, 1997.....................................
December 31, 1998.....................................
December 31, 1999.....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
5 years, 8 months ended December 31, 1999..............
5 years ended December 31, 1999........................
1 year ended December 31, 1999.........................
</TABLE>
--------
* Unit values do not reflect the impact of any Withdrawal Charge, premium tax
charge, or the annual Contract Administrative Fee.
** Harris Associates L.P. became the subadviser on May 1, 2000. Prior to that
time, other entities served as subadviser.

II-15
<PAGE>

MFS INVESTORS SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
April 30, 1999....................................... 1.000000 --
December 31, 1999....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN

<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
8 months ended December 31, 1999......................
</TABLE>

MFS RESEARCH MANAGERS SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*
<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
April 30, 1999....................................... 1.000000 --
December 31, 1999....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN

<TABLE>
<CAPTION>
%
CHANGE
IN ANNUAL
UNIT EFFECTIVE
VALUE RATE
------ ---------
<S> <C> <C>
8 months ended December 31, 1999........................
</TABLE>

WESTPEAK GROWTH AND INCOME SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
6 years, 8 months ended December 31, 1999..............
5 years ended December 31, 1999........................
1 year ended December 31, 1999.........................
</TABLE>
--------
* Unit values do not reflect the impact of any Withdrawal Charge, premium tax
charge, or the annual Contract Administrative Fee.

II-16
<PAGE>

PUTNAM INTERNATIONAL STOCK SUB-ACCOUNT**

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
November 1, 1994...................................... 1.000000 --
December 31, 1995.....................................
December 31, 1996.....................................
December 31, 1997.....................................
December 31, 1998.....................................
December 31, 1999.....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
8 years, 8 months ended December 31, 1999..............
5 years ended December 31, 1999........................
1 year ended December 31, 1999.........................
</TABLE>
--------
* Unit values do not reflect the impact of any Withdrawal Charge, premium tax
charge, or the annual Contract Administrative Fee.
**On December 1, 2000, the Putnam International Stock Portfolio was
substituted for the Morgan Stanley International Magnum Equity Series, which
is no longer available for investment under the Contract. Putnam Investment
Management Inc. became the sub-investment manager of the Putnam International
Stock Portfolio on January 24, 2000. Prior to that time, Santander Global
Advisors, Inc. served as sub-investment manager. Values on and before
December 1, 2000, reflect the performance of the Morgan Stanley International
Magnum Equity Series.

II-17
<PAGE>

JANUS MID CAP SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION
VALUE UNIT %
DATE VALUE CHANGE
---- ------------ ------
<S> <C> <C>
December 31, 1997.....................................
December 31, 1998.....................................
December 31, 1999.....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
2 years, 10 months ended December 31, 1999.............
1 year ended December 31, 1999.........................
</TABLE>

LEHMAN BROTHERS AGGREGATE BOND INDEX SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION
VALUE UNIT %
DATE VALUE CHANGE
---- ------------ ------
<S> <C> <C>
December 31, 1998.....................................
December 31, 1999.....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

METLIFE STOCK INDEX SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION
VALUE UNIT %
DATE VALUE CHANGE
---- ------------ ------
<S> <C> <C>
May 1, 1990 1.000000
December 31, 1990.....................................
December 31, 1991.....................................
December 31, 1992.....................................
December 31, 1993.....................................
December 31, 1994.....................................
December 31, 1995.....................................
December 31, 1996.....................................
December 31, 1997.....................................
December 31, 1998.....................................
December 31, 1999.....................................
</TABLE>
--------
* Unit values do not reflect the impact of any Withdrawal Charge, premium tax
charge, or the annual Contract Administrative Fee.

II-18
<PAGE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
9 years, 8 months ended December 31, 1999..............
5 years ended December 31, 1999........................
1 year ended December 31, 1999.........................
</TABLE>

MORGAN STANLEY EAFE INDEX SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

RUSSELL 2000 INDEX SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
1 year, 2 months ended December 31, 1999...............
1 year ended December 31, 1999.........................
</TABLE>
--------
* Unit values do not reflect the impact of any Withdrawal Charge, premium tax
charge, or the annual Contract Administrative Fee.

II-19
<PAGE>

NET INVESTMENT FACTOR

The Company determines the net investment factor ("Net Investment Factor")
for any sub-account on each day on which the New York Stock Exchange is open
for trading as follows:

(1) The Company takes the net asset value per share of the Eligible Fund
held in the sub-account determined as of the close of regular trading on
the New York Stock Exchange on a particular day;

(2) Next, the Company adds the per share amount of any dividend or
capital gains distribution made by the Eligible Fund since the close of
regular trading on the New York Stock Exchange on the preceding trading
day.

(3) This total amount is then divided by the net asset value per share of
the Eligible Fund as of the close of regular trading on the New York Stock
Exchange on the preceding trading day.

(4) Finally, the Company subtracts the daily charges for the Asset-Based
Insurance Charge since the close of regular trading on the New York Stock
Exchange on the preceding trading day. (See "Asset-Based Insurance Charges,
Withdrawal Charges and Other Deductions" in the prospectus.)

ANNUITY PAYMENTS

At annuitization, the Contract Value is applied toward the purchase of
monthly variable annuity payments. The amount of these payments will be
determined on the basis of (i) annuity purchase rates not lower than the rates
set forth in the Life Income Tables contained in the Contract that reflect the
age of the Payee at annuitization, (ii) the assumed interest rate selected,
(iii) the type of payment option selected, and (iv) the investment performance
of the Eligible Fund(s) selected. If you own a Bonus Class Contract and choose
to annuitize under a fixed payment option during the 9-year Withdrawal Charge
period, your annuity payments will be based on a different set of current
annuity purchase rates than our other Classes. Additionally, our guaranteed
rates for variable annuity income payments will be different on Bonus Class
Contracts than on other Classes. The effect of these different rates would
lower your income payments.

When a variable annuity payment option is selected, the Contract proceeds
will be applied at annuity purchase rates, which vary depending on the
particular option selected and the age of the Payee, to calculate the basic
payment level purchased by the Contract Value. With respect to Contracts
issued in New York or Oregon for use in situations not involving an employer-
sponsored plan, annuity purchase rates used to calculate the basic payment
level will also reflect the sex of the Payee when the annuity payment option
involves a life contingency. Under such Contracts, a given Contract Value will
produce a higher basic payment level for a male Payee than for a female Payee,
reflecting the longer life expectancy of the female Payee. If the Contract
Owner has selected an annuity payment option that guarantees that payments
will be made for a certain number of years regardless of whether the Payee
remains alive, the Contract Value will purchase lower monthly benefits than
under a life contingent option.

The amount of the basic payment level is determined by applying the
applicable annuity purchase rate to the amount applied from each sub-account
to provide the annuity. This basic payment level is converted into annuity
units, the number of which remains constant. Each monthly annuity payment is
in an amount equal to that number of annuity units multiplied by the
applicable annuity unit value for that payment (described below). The
applicable annuity unit value for each sub-account will change from day to day
depending upon the investment performance of the sub-account, which in turn
depends upon the investment performance of the Eligible Fund in which the sub-
account invests.

The selection of an assumed interest rate ("Assumed Interest Rate") will
affect both the basic payment level and the amount by which subsequent
payments increase or decrease. The basic payment level is calculated on the
assumption that the Net Investment Factors applicable to the Contract will be
equivalent on an annual basis to a net investment return at the Assumed
Interest Rate. If this assumption is met following the date any payment is
determined, then the amount of the next payment will be exactly equal to the
amount of the preceding payment. If the actual Net Investment Factors are
equivalent to a net investment return greater than the Assumed Interest Rate,
the next payment will be larger than the preceding one; if the actual Net
Investment Factors are equivalent to a net investment return smaller than the
Assumed Interest Rate, then the next payment will be smaller than the
preceding payment.

II-20
<PAGE>

Unless otherwise provided, the assumed interest rate will be at an annual
effective rate of 3.5%. You may select as an alternative an assumed interest
rate equal to an annual effective rate of 0% or, if allowed by applicable law
or regulation, 5%. A higher assumed interest rate will produce a higher first
payment, a more slowly rising series of subsequent payments when the actual
net investment performance exceeds the assumed interest rate, and a more rapid
drop in subsequent payments when the actual net investment performance is less
than the assumed interest rate. A lower assumed interest rate will produce a
lower first payment, a more rapidly rising series of subsequent payments when
the actual net investment performance exceeds the assumed interest rate, and a
less rapid drop in subsequent payments when the actual net investment
performance is less than the assumed interest rate.

The number of annuity units credited under a variable payment option is
determined as follows:

(1) The Contract proceeds are applied at the Company's annuity purchase
rates for the selected Assumed Interest Rate to determine the basic payment
level. (The amount of Contract Value or Death Proceeds applied will be
reduced by any applicable Withdrawal Charge, Contract Administrative Fee,
premium tax charge, and/or any outstanding loan plus accrued interest, as
described in the prospectus.)

(2) The number of annuity units is determined by dividing the amount of
the basic payment level by the applicable annuity unit value(s) next
determined following the date of application of proceeds.

The dollar amount of the initial payment will be at the basic payment level.
(If the initial payment is due more than 14 days after the proceeds are
applied, the Company will add interest to that initial payment.) The dollar
amount of each subsequent payment is determined by multiplying the number of
annuity units by the applicable annuity unit value which is determined at
least [ ] days before the payment is due.

The value of an annuity unit for each sub-account depends on the Assumed
Interest Rate and on the Net Investment Factors applicable at the time of
valuation. The initial annuity unit values were set at $1.00 effective on or
about the date on which shares of the corresponding Eligible Funds were first
publicly available. The Net Investment Factor and, therefore, changes in the
value of an annuity unit under a variable payment option, reflect the
deduction of the Asset-Based Insurance Charge. (See "Net Investment Factor"
above.)

The annuity unit value for each sub-account is equal to the corresponding
annuity unit value for the sub-account previously determined multiplied by the
applicable Net Investment Factor for that sub-account for the New York Stock
Exchange trading day then ended, and further multiplied by the assumed
interest factor ("Assumed Interest Factor") for each day of the valuation
period. The Assumed Interest Factor represents the daily equivalent of the
Contract's annual Assumed Interest Rate. In the calculation of annuity unit
values, the Assumed Interest Factor has the effect of reducing the Net
Investment Factor by an amount equal to the daily equivalent of the Contract's
Assumed Interest Rate. The result of this adjustment is that if the Net
Investment Factor for a valuation period is greater (when expressed as an
annual net investment return) than the Assumed Interest Rate, the annuity unit
value will increase. If the Net Investment Factor for the period is less (when
expressed as an annual net investment return) than the Assumed Interest Rate,
the annuity unit value will decrease. At an Assumed Interest Rate of 3.5%, the
Assumed Interest Factor is . Assumed Interest Factors for other Assumed
Interest Rates are computed on a consistent basis.

Illustrations of annuity income payments under various hypothetical and
historical rates appear in the tables below. The monthly equivalents of the
hypothetical annual net returns of %, %, %, % and % shown in the
tables at pages II-20-22 are %, %, %, % and %.

II-21
<PAGE>

HYPOTHETICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS

[TO BE REVISED BY POST-EFFECTIVE AMENDMENT]

The following tables have been prepared to show how variable annuity income
payments under the Contract change with investment performance over an
extended period of time. The tables illustrate how monthly annuity income
payments would vary over time if the return on assets in the selected
portfolios were a uniform gross annual rate of 0%, %, 6%, 8% or 10%. The
values would be different from those shown if the returns averaged 0%, %,
6%, 8% or 10%, but fluctuated over and under those averages throughout the
years.

The tables reflect the daily charge to the sub-accounts for assuming Asset-
Based Insurance Charges, which is equivalent to an annual charge of [ ]%.
The amounts shown in the tables also take into account the portfolios'
management fees and operating expenses which are assumed to be at an annual
rate of [ ]% of the average daily net assets of the Eligible Funds. Actual
fees and expenses of the portfolios associated with your Contract may be more
or less than [ ]%, will vary from year to year, and will depend on how you
allocate your Contract Value. See the section in your current prospectus
entitled "Expense Table" for more complete details. The monthly annuity income
payments illustrated are on a pre-tax basis. The federal income tax treatment
of annuity income considerations is generally described in the section of your
current prospectus entitled "Federal Income Tax Status."

The tables show both the gross rate and the net rate. The difference between
gross and net rates represents the % for the Asset-Based Insurance Charges
and the assumed [ ]% for investment management and operating expenses.
Since these charges are deducted daily from assets, the difference between the
gross and net rate is not exactly %.

Three tables follow. The first table assumes that 100% of the Contract Value
is allocated to a variable annuity income option. The second assumes that 50%
of the Contract Value is placed under a fixed annuity income option, using the
fixed crediting rate the Company offered on the fixed annuity income option at
the date of the illustration with annuitization occurring within the first two
years. The third assumes that 50% of the Contract Value is placed under a
fixed annuity income option, using the fixed crediting rate the Company
offered on the fixed annuity income option at the date of the illustration,
with annuitization occurring after the second year. The illustrations assume
that the final value of the accumulation account is $100,000 and is applied at
age 65 to purchase a life annuity for a guaranteed period of 10 years certain
and life thereafter.

When part of the Contract Value has been allocated to the fixed annuity
income option, the guaranteed minimum annuity income payment resulting from
this allocation is also shown. The illustrated variable annuity income
payments are determined through the use of standard mortality tables and an
assumed interest rate of 3.5% per year. Thus, actual performance greater than
3.5% per year will result in increasing annuity income payments and actual
performance less than 3.5% per year will result in decreasing annuity income
payments. The Company offers alternative Assumed Interest Rates from which you
may select. Fixed annuity income payments remain constant. Initial monthly
annuity income payments under a fixed annuity income payout are generally
higher than initial payments under a variable income payout option.

These tables show the monthly income payments for several hypothetical
constant assumed interest rates. Of course, actual investment performance will
not be constant and may be volatile. Actual monthly income amounts would
differ from those shown if the actual rate of return averaged the rate shown
over a period of years, but also fluctuated above or below those averages for
individual contract years. Upon request, and when you are considering an
annuity income option, the Company will furnish a comparable illustration
based on your individual circumstances.

II-22
<PAGE>

ANNUITY PAY-OUT ILLUSTRATION
(100% VARIABLE PAYOUT)

<TABLE>
<S> <C> <C> <C>
ANNUITANT: John Doe GROSS AMOUNT OF CONTRACT VALUE: $100,000
SEX: Unisex DATE OF ILLUSTRATION: 1/1/00
ANNUITY OPTION SELECTED: Life Income with 10 Years Certain*
FREQUENCY OF INCOME PAY- Monthly
MENTS:
</TABLE>

FIXED MONTHLY ANNUITY INCOME PAYMENT BASED ON CURRENT RATES, IF 100% FIXED
ANNUITY OPTION SELECTED WITHIN THE FIRST TWO YEARS: FOR AGE 65: $

FIXED MONTHLY ANNUITY INCOME PAYMENT BASED ON CURRENT RATES, IF 100% FIXED
ANNUITY OPTION SELECTED AFTER TWO YEARS: FOR AGE 65: $

ILLUSTRATIVE AMOUNTS BELOW ASSUME THAT 100% OF THE CONTRACT VALUE IS ALLOCATED
TO VARIABLE PAYOUT.

ASSUMED INTEREST RATE AT WHICH MONTHLY VARIABLE PAYMENTS REMAIN CONSTANT: 3.5%

VARIABLE MONTHLY ANNUITY INCOME PAYMENT ON THE DATE OF THE ILLUSTRATION: $

MONTHLY INCOME PAYMENTS WILL VARY WITH INVESTMENT PERFORMANCE. NO MINIMUM
DOLLAR AMOUNT IS GUARANTEED.

<TABLE>
<CAPTION>
AMOUNT OF FIRST MONTHLY PAYMENT IN YEAR SHOWN
WITH AN ASSUMED RATE OF RETURN OF:
-----------------------------------------------------
GROSS 0% % 6% 8% 10%
PAYMENT CALENDAR ----- --------- --------- --------- --------- ---------
YEAR YEAR AGE NET** % 3.50% % % %
------- -------- --- ----- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 2000 65 $ $ $ $ $
2 2001 66
3 2002 67
4 2003 68
5 2004 69
10 2009 74
15 2014 79
20 2019 84
</TABLE>

IT IS EMPHASIZED THAT THE ASSUMED RATES OF RETURN SHOWN ABOVE ARE ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE PERFORMANCE.
ACTUAL PERFORMANCE RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY
THE CONTRACT OWNER AND THE VARIOUS RATES OF RETURN OF THE PORTFOLIOS SELECTED.
THE AMOUNT OF THE INCOME PAYMENT WOULD BE DIFFERENT FROM THAT SHOWN IF THE
ACTUAL PERFORMANCE AVERAGED THE ASSUMED RATES OF RETURN SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL CONTRACT YEARS. SINCE IT IS HIGHLY LIKELY THAT THE PERFORMANCE WILL
FLUCTUATE FROM MONTH TO MONTH, MONTHLY INCOME (BASED ON THE VARIABLE ACCOUNT)
WILL ALSO FLUCTUATE. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE FUNDS
THAT THIS HYPOTHETICAL PERFORMANCE CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
-------
* Income payments are made during the Annuitant's lifetime. If the Annuitant
dies before payments have been made for the 10 Year Certain Period,
payments will be continued for the balance of the Certain Period. The
cumulative amount of income payments received under the annuity depends on
how long the Annuitant lives after the Certain Period. An annuity pools the
mortality experience of Annuitants. Annuitants who die earlier, in effect,
subsidize the payments for those who live longer.

** The illustrated Net Assumed Rates of Return reflect the deduction of
average fund expenses and the % Asset-Based Insurance Charges from the
Gross Rates of Return.

II-23
<PAGE>

ANNUITY PAY-OUT ILLUSTRATION, ANNUITIZATION OCCURRING WITHIN TWO YEARS
(50% VARIABLE--50% FIXED PAYOUT)

FIXED MONTHLY ANNUITY INCOME PAYMENT FOR AGE 65 BASED ON CURRENT RATES, IF
100% FIXED ANNUITY OPTION SELECTED: $

ILLUSTRATIVE AMOUNTS BELOW ASSUME THAT 50% OF THE CONTRACT VALUE IS ALLOCATED
TO VARIABLE PAYOUT

ASSUMED INTEREST RATE AT WHICH MONTHLY VARIABLE PAYMENTS REMAIN CONSTANT: 3.5%

MONTHLY INCOME PAYMENTS WILL VARY WITH INVESTMENT PERFORMANCE, BUT WILL NEVER
BE LESS THAN: $ . THE MONTHLY GUARANTEED PAYMENT OF $ IS BEING PROVIDED
BY THE $50,000 APPLIED UNDER THE FIXED ANNUITY OPTION.

<TABLE>
<CAPTION>
AMOUNT OF FIRST MONTHLY PAYMENT IN YEAR SHOWN
WITH AN ASSUMED RATE OF RETURN OF:
-----------------------------------------------------
GROSS 0% % 6% 8% 10%
PAYMENT CALENDAR ----- --------- ---------- --------- --------- ---------
YEAR YEAR AGE NET** % 3.50% % % %
------- -------- --- ----- --------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 2000 65 $ $ $ $ $
2 2001 66
3 2002 67
4 2003 68
5 2004 69
10 2009 74
15 2014 79
20 2019 84
</TABLE>

** The illustrated Net Assumed Rates of Return apply only to the variable
portion of the monthly payment and reflect the deduction of average fund
expenses and the % Asset-Based Insurance Charges from the Gross Rate of
Return.

II-24
<PAGE>

AMERICAN GROWTH II

ANNUITY PAY-OUT ILLUSTRATION, ANNUITIZATION OCCURRING AFTER TWO YEARS
(50% VARIABLE--50% FIXED PAYOUT)

FIXED MONTHLY ANNUITY INCOME PAYMENT FOR AGE 65 BASED ON CURRENT RATES, IF
100% FIXED ANNUITY OPTION SELECTED: $

ILLUSTRATIVE AMOUNTS BELOW ASSUME THAT 50% OF THE CONTRACT VALUE IS ALLOCATED
TO VARIABLE PAYOUT

ASSUMED INTEREST RATE AT WHICH MONTHLY VARIABLE PAYMENTS REMAIN CONSTANT: 3.5%

<TABLE>
<CAPTION>
AMOUNT OF FIRST MONTHLY PAYMENT IN YEAR SHOWN
WITH AN ASSUMED RATE OF RETURN OF:
--------------------------------------------------
GROSS 0% % 6% 8% 10%
PAYMENT CALENDAR ----- --------- -------------------- --------- ---------
YEAR YEAR AGE NET** % 3.50% % % %
------- -------- --- ----- --------- -------------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 2000 65 $ $ $ $ $
2 2001 66
3 2002 67
4 2003 68
5 2004 69
10 2009 74
15 2014 79
20 2019 84
</TABLE>

II-25
<PAGE>

HISTORICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS

The following tables have been prepared to show how variable annuity income
payments under the Contract change with investment performance over an
extended period of time. In comparison with hypothetical illustrations based
on a uniform annual rate of return, the table uses historical annual returns
to illustrate that monthly annuity income payments vary over time based on
fluctuations in annual returns.

The tables reflect the daily charge to the sub-accounts for assuming
mortality and expense risks, which is equivalent to an annual charge of [ ]%
and the daily administrative charge which is equivalent to an annual charge of
0.10%. The amounts shown in the tables also take into account the actual
portfolios' management fees and operating expenses. Actual fees and expenses
of the portfolios associated with your Contract may be more or less than the
historical fees, will vary from year to year, and will depend on how you
allocate your Contract Value. See the section in your current prospectus
entitled "Fee Table" for more complete details. The monthly annuity income
payments illustrated are on a pre-tax basis. The federal income tax treatment
of annuity income considerations is generally described in the section of your
current prospectus entitled "Federal Income Tax Status."

The following tables assume that 100% of the Contract Value is allocated to
a variable annuity income option, that the final value of the accumulation
account is $100,000 and is applied at age 65 to purchase a life annuity for a
guaranteed period of 10 years certain and life thereafter. The table assumes
that the Annuitant was age 65 in 1983, the year of inception for the Bond
Income and Money Market portfolios, and that the Annuitant's age has increased
by the time the other portfolios became available. The historical variable
annuity income payments are based on an assumed interest rate of 3.5% per
year. Thus, actual performance greater than 3.5% per year resulted in an
increased annuity income payment and actual performance less than 3.5% per
year resulted in a decreased annuity income payment. We offer alternative
Assumed Interest Rates (AIR) from which you may select: 0% and 5%. An AIR of
0% will result in a lower initial payment than a 3.5% or 5% AIR. Similarly, an
AIR of 5% will result in a higher initial payment than a 0% or 3.5% AIR. The
illustrations are based on the current annuity purchase rates used by the
Company. The rates may differ at the time you annuitize.

The table illustrates the amount of the first monthly payment for each year
shown. During each year, the monthly payments would vary to reflect
fluctuations in the actual rate of return on the portfolios. Upon request, and
when you are considering an annuity income option, we will furnish a
comparable illustration based on your individual circumstances.

II-26
<PAGE>

ANNUITY PAY-OUT HISTORICAL ILLUSTRATION
(100% VARIABLE PAYOUT)

FIXED MONTHLY ANNUITY INCOME PAYMENT BASED ON CURRENT RATES, IF 100% FIXED
ANNUITY OPTION SELECTED WITHIN THE FIRST TWO YEARS: FOR AGE 65: $ FOR AGE
72: $ FOR AGE 73: $ FOR AGE 75: $ FOR AGE 76: $ FOR AGE 79:
$ FOR AGE 80: $ AND FOR AGE 81: $

FIXED MONTHLY ANNUITY INCOME PAYMENT BASED ON CURRENT RATES, IF 100% FIXED
ANNUITY OPTION SELECTED AFTER TWO YEARS: FOR AGE 65: $678.61 FOR AGE 72: $
FOR AGE 73: $ FOR AGE 75: $ FOR AGE 76: $ FOR AGE 79: $ FOR
AGE 80: $ AND FOR AGE 81: $

ILLUSTRATIVE AMOUNTS BELOW ASSUME THAT 100% OF THE CONTRACT VALUE IS ALLOCATED
TO VARIABLE PAYOUT.

ASSUMED INTEREST RATE AT WHICH MONTHLY VARIABLE PAYMENTS REMAIN CONSTANT:
3.50%

MONTHLY INCOME PAYMENTS WILL VARY WITH INVESTMENT PERFORMANCE. NO MINIMUM
DOLLAR AMOUNT IS GUARANTEED.

AMOUNT OF FIRST MONTHLY PAYMENT IN YEAR SHOWN WITH
100% OF THE CONTRACT VALUE INVESTED IN:

<TABLE>
<CAPTION>
SALOMON
BACK BAY BACK BAY STRATEGIC SALOMON ALGER DAVIS
PAYMENT CALENDAR MONEY BOND BOND U.S. EQUITY VENTURE
YEAR YEAR AGE MARKET INCOME OPPORTUNITIES GOVERNMENT BALANCED GROWTH VALUE
------- -------- --- -------- -------- ------------- ---------- -------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1983 65 $ $
2 1984 66
3 1985 67
4 1986 68
5 1987 69
6 1988 70
7 1989 71
8 1990 72
9 1991 73
10 1992 74
11 1993 75
12 1994 76 $ $ $ $ $
13 1995 77
14 1996 78
15 1997 79
16 1998 80
17 1999 81
18 2000 82
</TABLE>

INVESTMENT PERFORMANCE RESULTS CONTAINED IN THIS REPORT REPRESENT PAST
PERFORMANCE AND ARE NOT INDICATIVE OF FUTURE RETURNS. THE PERFORMANCE RESULTS
OF A CONTRACT MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY THE CONTRACT OWNER
AND THE VARIOUS RATES OF RETURN OF THE PORTFOLIOS SELECTED, SINCE IT IS HIGHLY
LIKELY THAT PERFORMANCE WILL FLUCTUATE FROM MONTH TO MONTH, MONTHLY INCOME
(BASED ON THE VARIABLE ACCOUNT) WILL ALSO FLUCTUATE. NO REPRESENTATION CAN BE
MADE BY THE COMPANY OR THE FUNDS THAT THESE HISTORICAL RETURNS CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

THE PAYMENTS IN THIS ILLUSTRATION ARE NET OF ALL CHARGES: ASSET-BASED
INSURANCE CHARGE ( %), MANAGEMENT FEES AND OTHER EXPENSES (These may vary
from year to year. The following expenses are for the year ended December 31,
1999, after giving effect to current expense caps or deferrals: 1.00% Loomis
Sayles Small Cap, 1.30% Morgan Stanley International Magnum, .80% Alger Equity
Growth, .88% Harris Oakmark Mid Cap Value, .81% Davis Venture Value, .74%
Westpeak Growth and Income, .77% Balanced, .81% Salomon Strategic Bond
Opportunities, .48% Back Bay Bond Income, .70% Salomon US Government, .40%
Back Bay Money Market, .90% MFS Investors and MFS Research Managers, 1.12%
Putnam International Stock, .96% Janus Mid Cap, .65% Lehman Brothers Aggregate
Bond Index, .54% MetLife Stock Index, .95% Morgan Stanley EAFE Index, and .80%
Russell 2000 Index.)
-------
* Income payments are made during the Annuitant's lifetime. If the Annuitant
dies before payments have been made for the 10 Year Certain Period,
payments will be continued for the balance of the Certain Period. The
cumulative amount of income payments received under the annuity depends on
how long the Annuitant lives after the Certain Period. An annuity pools the
mortality experience of Annuitants. Annuitants who die earlier, in effect,
subsidize the payments for those who live longer.

II-27
<PAGE>

ANNUITY PAY-OUT HISTORICAL ILLUSTRATION
(100% VARIABLE PAYOUT)

FIXED MONTHLY ANNUITY INCOME PAYMENT BASED ON CURRENT RATES, IF 100% FIXED
ANNUITY OPTION SELECTED AFTER TWO YEARS: FOR AGE 65: $ FOR AGE 72: $
FOR AGE 73: $ FOR AGE 75: $ FOR AGE 76: $ FOR AGE 79: $ FOR
AGE 80: $ AND FOR AGE 81: $

ILLUSTRATIVE AMOUNTS BELOW ASSUME THAT 100% OF THE CONTRACT VALUE IS ALLOCATED
TO VARIABLE PAYOUT.

ASSUMED INTEREST RATE AT WHICH MONTHLY VARIABLE PAYMENTS REMAIN CONSTANT:
3.50%

MONTHLY INCOME PAYMENTS WILL VARY WITH INVESTMENT PERFORMANCE. NO MINIMUM
DOLLAR AMOUNT IS GUARANTEED.

AMOUNT OF FIRST MONTHLY PAYMENT IN YEAR SHOWN WITH
100% OF THE CONTRACT VALUE INVESTED IN:

<TABLE>
<CAPTION>
HARRIS LEHMAN
OAKMARK LOOMIS WESTPEAK PUTNAM BROTHERS MORGAN
PAY- MID SAYLES MFS GROWTH INTERNA- JANUS AGGREGATE METLIFE STANLEY RUSSELL
MENT CALENDAR CAP SMALL MFS RESEARCH AND TIONAL MID BOND STOCK EAFE 2000
YEAR YEAR AGE VALUE CAP INVESTORS MANAGERS INCOME STOCK** CAP INDEX INDEX INDEX INDEX
---- -------- --- ------- ------ --------- -------- -------- -------- ----- --------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1983 65
2 1984 66
3 1985 67
4 1986 68
5 1987 69
6 1988 70
7 1989 71
8 1990 72 $
9 1991 73 $
10 1992 74
11 1993 75 $ $
12 1994 76 $
13 1995 77
14 1996 78
15 1997 79 $
16 1998 80 $ $ $
17 1999 81 $ $
18 2000 82
</TABLE>

THE PAYMENTS IN THIS ILLUSTRATION ARE NET OF ALL CHARGES: ASSET-BASED
INSURANCE CHARGE ( %), MANAGEMENT FEES AND OTHER EXPENSES (These may vary
from year to year. The following expenses are for the year ended December 31,
1999, after giving effect to expense caps or deferrals: 1.00% Loomis Sayles
Small Cap, 1.30% Morgan Stanley International Magnum, .80% Alger Equity
Growth, .88% Harris Oakmark Mid Cap Value, .81% Davis Venture Value, .74%
Westpeak Growth and Income, .77% Balanced, .81% Salomon Strategic Bond
Opportunities, .48% Back Bay Bond Income, .70% Salomon US Government, .40%
Back Bay Money Market, .90% MFS Investors and MFS Research Managers, 1.12%
Putnam International Stock, .96% Janus Mid Cap, .65% Lehman Brothers Aggregate
Bond Index, .54% MetLife Stock Index, .95% Morgan Stanley EAFE Index, and .80%
Russell 2000 Index.)
-------
* Income payments are made during the Annuitant's lifetime. If the Annuitant
dies before payments have been made for the 10 Year Certain Period,
payments will be continued for the balance of the Certain Period. The
cumulative amount of income payments received under the annuity depends on
how long the Annuitant lives after the Certain Period. An annuity pools the
mortality experience of Annuitants. Annuitants who die earlier, in effect,
subsidize the payments for those who live longer.
** On December 1, 2000, the Putnam International Stock Portfolio was
substituted for the Morgan Stanley International Magnum Equity Series,
which is no longer available for investment under the Contract.

II-28
<PAGE>

THE FIXED ACCOUNT

Unless you request otherwise, a partial withdrawal will reduce the Contract
Value in the sub-accounts of the Variable Account and the Fixed Account
proportionately. The annual Contract Administrative Fee will be deducted
entirely from the Contract Value in the Variable Account, and not from the
Contract Value in the Fixed Account or the Company's general account as the
result of a loan. Except as described below, amounts in the Fixed Account are
subject to the same rights and limitations as are amounts in the Variable
Account with respect to transfers, withdrawals and partial withdrawals. The
following special rules apply to transfers involving the Fixed Account.

The amount of Contract Value which you may transfer from the Fixed Account
is limited to the greater of: 25% of the Contract Value in the Fixed Account
on the most recent Contract Anniversary, and the amount of Contract Value that
was transferred from the Fixed Account in the previous Contract Year (amounts
transferred under a DCA program are not included), except with our consent.
However these limits do not apply to new deposits to the Fixed Account for
which you elected a dollar cost averaging program within 30 days from the date
of the deposit. In such case, the amount of Contract Value which you may
transfer from the Fixed Account will be the greatest of: a) 25% of the
Contract Value in the Fixed Account on the most recent Contract Anniversary;
b) the amount of Contract Value that you transferred from the Fixed Account in
the previous Contract Year; or c) the amount of Contract Value in the Fixed
Account to be transferred out of the Fixed Account under dollar cost averaging
elected on new deposits within 30 days from the date of deposit. We allow one
dollar cost averaging program to be active at a time. Therefore, if you
transfer pre-existing assets (corresponding to Contract Value for which the
dollar cost averaging program was not elected within 30 days from the date of
each deposit) out of the Fixed Account under the dollar cost averaging program
and would like to transfer up to 100% of new deposits under the program, then
the dollar cost averaging program on the pre-existing assets will be canceled
and a new program will begin with respect to new deposits. In this case, the
pre-existing assets may still be transferred out of the Fixed Account,
however, not under a dollar cost averaging program, subject to the limitations
on transfers generally out of the Fixed Account. (Also, after you make the
transfer, the Contract Value may not be allocated among more than twenty of
the sub-accounts and/or the Fixed Account.) We intend to restrict purchase
payments and transfers of Contract Value into the Fixed Account: (1) if the
interest rate which we would credit to the deposit would be equivalent to an
annual effective rate of 3%; or (2) if the total Contract Value in the Fixed
Account exceeds a maximum amount published by us (currently $500,000). (For
Contracts issued in Maryland, we reserve the right to restrict such purchase
payments and transfers if the total Contract Value in the Fixed Account equals
or exceeds $500,000.) In addition, we intend to restrict transfers of Contract
Value into the Fixed Account, and reserve the right to restrict purchase
payments and loan prepayments into the Fixed Account, for 180 days following a
transfer or loan out of the Fixed Account.

If any portion of a Contract loan was attributable to Contract Value in the
Fixed Account, then you must allocate an equal portion of each loan repayment
to the Fixed Account. (For example, if 50% of the loan was attributable to
your Fixed Account Contract Value, then you must allocate 50% of each loan
repayment to the Fixed Account.) Similarly, unless you request otherwise, we
will allocate the balance of the loan repayment to the sub-accounts in the
same proportions in which the loan was attributable to the sub-accounts. See
"Loan Provision for Certain Tax Benefited Retirement Plans." The rate of
interest for each loan repayment applied to the Fixed Account will be the
lesser of: (1) the rate the borrowed money was receiving at the time the loan
was made from the Fixed Account; and (2) the interest rate set by us in
advance for that date. If the loan is being prepaid, however, and prepayments
into the Fixed Account are restricted as described above, the portion of the
loan prepayment that would have been allocated to the Fixed Account will be
allocated to the Zenith Back Bay Advisors Money Market Sub-account instead.

We reserve the right to delay transfers, withdrawals, partial withdrawals
and Contract loans from the Fixed Account for up to six months.

II-29
<PAGE>

EXPERTS

The financial statements of New England Variable Annuity Separate Account of
New England Life Insurance Company ("NELICO") and the consolidated financial
statements of NELICO and subsidiaries included in this Statement of Additional
Information have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their reports appearing herein, and are included in reliance upon
the reports of such firm given upon their authority as experts in accounting
and auditing.

LEGAL MATTERS

Legal matters in connection with the Contracts described in this
registration statement have been passed on by Anne Goggin, General Counsel of
the Company. Sutherland Asbill & Brennan LLP, Washington, D.C., has provided
advice on certain matters relating to the Federal securities laws.

The SEC requires the Eligible Funds' Board of Trustees (or Directors) to
monitor events to identify conflicts that may arise from the sale of shares to
variable life and variable annuity separate accounts of affiliated and, if
applicable, unaffiliated insurance companies. Conflicts could arise as a
result of changes in state insurance law or Federal income tax law, changes in
investment management of any portfolio of the Eligible Funds, or differences
between voting instructions given by variable life and variable annuity
contract owners, for example. If there is a material conflict, the Boards of
Trustees (or Directors) will have an obligation to determine what action
should be taken, including the removal of the affected sub-account(s) from the
Eligible Fund(s), if necessary. If the Company believes any Eligible Fund
action is insufficient, the Company will consider taking other action to
protect Contract Owners. There could, however, be unavoidable delays or
interruptions of operations of the Variable Account that the Company may be
unable to remedy.

II-30
<PAGE>

APPENDIX A

ADVERTISING AND PROMOTIONAL LITERATURE

Advertising and promotional literature prepared by NEF for products it
issues or administers may include references to NEIM or its affiliates, such
as State Street Research & Management Company. Prior to October 30, 2000 Nvest
Companies (which includes affiliates such as Back Bay Advisors, Loomis Sayles,
CGM, Westpeak and Harris Associates L.P.) was affiliated with NEIM. However,
on October 30, 2000, MetLife sold its majority limited partnership interest in
Nvest Companies to CDC Asset Management.

NEF's advertising and promotional literature may include references to other
NEF affiliates. References may also be made to NEF's parent company, MetLife
and the services it provides to the Metropolitan Series Fund, Inc.

References to subadvisers unaffiliated with NEIM or NEF that perform
subadvisory functions on behalf of New England Zenith Fund ("Zenith Fund") or
the Metropolitan Series Fund, Inc. ("Metropolitan Fund") and their respective
fund groups may be contained in NEF's advertising and promotional literature
including, but not limited to, Alger Management, Davis Selected, SBAM, GSAM,
MSAM and Putnam Investment Management Inc.

NEF's advertising and promotional material may include, but is not limited
to, discussions of the following information about both affiliated and
unaffiliated entities:

. Specific and general assessments and forecasts regarding the U.S.
economy, world economies, the economics of specific nations and their
impact on the Series

. Specific and general investment emphasis, specialties, fields of
expertise, competencies, operations and functions

. Specific and general investment philosophies, strategies, processes,
techniques and types of analysis

. Specific and general sources of information, economic models, forecasts
and data services utilized, consulted or considered in the course of
providing advisory or other services

. The corporate histories, founding dates and names of founders of the
entities

. Awards, honors and recognition given to the firms

. The names of those with ownership interest and the percentage of
ownership

. The industries and sectors from which clients are drawn and specific
client names and background information on current individual, corporate
and institutional clients, including pension and profit sharing plans

. Current capitalization, levels of profitability and other financial and
statistical information

. Identification of portfolio managers, researchers, economists, principals
and other staff members and employees

. The specific credentials of the above individuals, including, but not
limited to, previous employment, current and past positions, titles and
duties performed, industry experience, educational background and
degrees, awards and honors

. Current and historical statistics about:

- total dollar amount of assets managed
- NEIM assets managed in total and/or by Series
- Asset managed by CGM in total and/or by Series
- the growth of assets
- asset types managed
- numbers of principal parties and employees, and the length of their
tenure, including officers, portfolio managers, researchers, economists,
technicians and support staff
- the above individuals' total and average number of years of industry
experience and the total and average length of their service to the
adviser or the subadviser

II-31
<PAGE>

. The general and specific strategies applied by the advisers in the
management of the Zenith Fund's and Metropolitan Fund's portfolios
including, but not limited to:

- the pursuit of growth, value, income oriented, risk management or other
strategies
- the manner and degree to which the strategy is pursued
- whether the strategy is conservative, moderate or extreme and an
explanation of other features, attributes
- the types and characteristics of investments sought and specific
portfolio holdings
- the actual or potential impact and result from strategy implementation
- through its own areas of expertise and operations, the value added by
subadvisers to the management process
- the disciplines it employs, e.g., in the case of Loomis Sayles, the
strict buy/sell guidelines and focus on sound value it employs, and
goals and benchmarks that it establishes in management, e.g., CGM
pursues growth 50% above the S&P 500
- the systems utilized in management, the features and characteristics of
those systems and the intended results from such computer analysis,
e.g., Westpeak's efforts to identify overvalued and undervalued issues.

. Specific and general references to portfolio managers and funds that they
serve as portfolio manager of, other than Series/Portfolios of the Zenith
Fund and Metropolitan Fund, and those families of funds, other than the
Zenith Fund or Metropolitan Fund. Any such references will indicate that
the Zenith Fund and Metropolitan Fund and the other funds of the managers
differ as to performance, objectives, investment restrictions and
limitations, portfolio composition, asset size and other characteristics,
including fees and expenses. References may also be made to industry
rankings and ratings of Series and other funds managed by the Series'
adviser and subadvisers, including, but not limited to, those provided by
Morningstar, Lipper Analytical Services, Forbes and Worth.

In addition, communications and materials developed by NEF or its affiliates
may make reference to the following information about Nvest Companies and its
affiliates:

Nvest Companies is one of the largest publicly traded managers in the U.S.
listed on the New York Stock Exchange. Nvest Companies maintains over $100
billion in assets under management. In addition, promotional materials may
include:

New England Securities Corporation an indirect subsidiary of NEF, may be
referenced in Fund advertising and promotional literature concerning the
marketing services it provides.

Additional information contained in advertising and promotional literature
may include: rankings and ratings of the Series including, but not limited to,
those of Morningstar and Lipper Analytical Services; statistics about the
advisers', fund groups' or a specific fund's assets under management; the
histories of the advisers and biographical references to portfolio managers
and other staff including, but not limited to, background, credentials,
honors, awards and recognition received by the advisers and their personnel;
and commentary about the advisers, their funds and their personnel from third-
party sources including newspapers, magazines, periodicals, radio, television
or other electronic media.

References to the Series may be included in NEF's advertising and
promotional literature about its 401(k) and retirement plans. The information
may include, but is not limited to:

. Specific and general references to industry statistics regarding 401(k)
and retirement plans including historical information and industry trends
and forecasts regarding the growth of assets, numbers of plans, funding
vehicles, participants, sponsors and other demographic data relating to
plans, participants and sponsors, third party and other administrators,
benefits consultants and firms including, but not limited to, DC Xchange,
William Mercer and other organizations involved in 401(k) and retirement
programs with whom NEF may or may not have a relationship.

. Specific and general reference to comparative ratings, rankings and other
forms of evaluation as well as statistics regarding the NEF as a 401(k)
or retirement plan funding vehicle produced by, including, but not
limited to, Access Research, Dalbar, Investment Company Institute and
other industry authorities, research organizations and publications.

II-32
<PAGE>

. Specific and general discussion of economic, legislative, and other
environmental factors affecting 401(k) and retirement plans, including,
but not limited to, statistics, detailed explanations or broad summaries
of:

- past, present and prospective tax regulation, Internal Revenue Service
requirements and rules, including, but not limited to, reporting
standards, minimum distribution notices, Form 5500, Form 1099R and other
relevant forms and documents, Department of Labor rules and standards
and other regulation. This includes past, current and future
initiatives, interpretive releases and positions of regulatory
authorities about the past, current or future eligibility, availability,
operations, administration, structure, features, provisions or benefits
of 401(k) and retirement plans
- information about the history, status and future trends of Social
Security and similar government benefit programs including, but not
limited to, eligibility and participation, availability, operations and
administration, structure and design, features, provisions, benefits and
costs
- current and prospective ERISA regulation and requirements.

. Specific and general discussion of the benefits of 401(k) investment and
retirement plans, and, in particular, the NEF 401(k) and retirement
plans, to the participant and plan sponsor, including explanations,
statistics and other data, about:

- increased employee retention
- reinforcement or creation of morale
- deductibility of contributions for participants
- deductibility of expenses for employers
- tax deferred growth, including illustrations and charts
- loan features and exchanges among accounts
- educational services materials and efforts, including, but not limited
to, videos, slides, presentation materials, brochures, an investment
calculator, payroll stuffers, quarterly publications, releases and
information on a periodic basis and the availability of wholesalers and
other personnel.

. Specific and general reference to the benefits of investing in mutual
funds for 401(k) and retirement plans, and, in particular, the Fund and
investing in NEF's 401(k) and retirement plans, including, but not
limited to:

- the significant economies of scale experienced by mutual fund companies
in the 401(k) and retirement benefits arena
- broad choice of investment options and competitive fees
- plan sponsor and participant statements and notices
- the plan prototype, summary descriptions and board resolutions
- plan design and customized proposals
- trusteeship, record keeping and administration
- the services of State Street Bank, including, but not limited to,
trustee services and tax reporting
- the services of DST and BFDS, including, but not limited to, mutual
fund processing support, participant 800 numbers and participant 401(k)
statements
- the services of Trust Consultants Inc., including, but not limited to,
sales support, plan record keeping, document service support, plan
sponsor support, compliance testing and Form 5500 preparation.

. Specific and general reference to the role of the investment dealer and
the benefits and features of working with a financial professional
including:

- access to expertise on investments
- assistance in interpreting past, present and future market trends and
economic events
- providing information to clients including participants during
enrollment and on an ongoing basis after participation
- promoting and understanding the benefits of investing, including mutual
fund diversification and professional management.

II-33
<PAGE>

PART C. OTHER INFORMATION

ITEM 24. Financial Statements and Exhibits

(a) Financial Statements

The following financial statements of the Registrant are included in Part B
of this Registration Statement:

Statement of Assets and Liabilities as of December 31, 2000 (to be filed by
amendment).

Statement of Operations for the year ended December 31, 2000 (to be filed
by amendment).

Statement of Changes in Net Assets for the years ended December 31, 2000
and 1999 (to be filed by amendment).

Notes to Financial Statements.

The following financial statements of the Depositor are included in Part B
of this Registration Statement:

Consolidated Balance Sheets as of December 31, 2000 and 1999 (to be filed
by amendment).

Consolidated Statements of Income and Comprehensive Income for the years
ended December 31, 2000, 1999 and 1998 (to be filed by amendment).

Consolidated Statements of Equity for the years ended December 31, 2000,
1999 and 1998 (to be filed by amendment).

Consolidated Statements of Cash Flows for the years ended December 31,
2000, 1999 and 1998 (to be filed by amendment).

Notes to Consolidated Financial Statements.

(b) Exhibits

(1) Resolutions of Board of Directors of the Depositor authorizing the
Registrant are incorporated herein by reference to Post-Effective Amendment No.
5 to the Registration Statement on Form N-4 (No. 33-85442) filed on May 1, 1998.

(2) None.
<PAGE>

(3) (i) Form of Distribution Agreement is incorporated herein by reference to
Post-Effective Amendment No. 5 to the Registration Statement on Form N-4
(No. 33-85442) filed on May 1, 1998.

(ii) Form of Selling Agreement with other broker-dealers is incorporated
herein by reference to Post-Effective Amendment No. 5 to the Registration
Statement on Form N-4 (No. 33-85442) filed on May 1, 1998.

(iii) Additional Form of Selling Agreement with broker-dealers is
incorporated herein by reference to Registration Statement on Form N-4
(No. 33-64879) filed on December 11, 1995.

(iv) Additional Forms of Selling Agreement are incorporated herein by
reference to Post-Effective Amendment No. 4 to the Registration Statement on
Form N-4 (No. 33-85442) filed on April 30, 1997.

(v) Form of Participation Agreement among Metropolitan Series Fund, Inc.,
Metropolitan Life Insurance Company and New England Life Insurance Company is
incorporated by reference to Post-Effective Amendment No. 26 to the Registration
Statement on Form N-1A (File No. 2-80751) filed April 6, 2000.

(4) (i) Variable Annuity Contract

(ii) Forms of Endorsements

(5) (i) Application.

(6) (i) Copy of charter (Amended and restated Articles of Organization) is
incorporated herein by reference to Post-Effective Amendment No. 4 to the
Registration Statement on Form N-4 (No. 33-85442) filed on April 30, 1997.

(ii) Amended and restated By-Laws of Depositor are incorporated herein by
reference to Post-Effective Amendment No. 5 to the Registration Statement on
Form N-4 (No. 33-85442) filed on May 1, 1998.

(iii) Amendments to Amended and restated Articles of Organization are
incorporated herein by reference to Post-Effective Amendment No. 9 to the
Registration Statement on Form N-4 (No. 33-85442) filed on April 28, 1999.

(7) None

(8) None

(9) Opinion and consent of Anne M. Goggin, Esq. (to be filed by amendment)

(10) (i) Consent of Deloitte & Touche, LLP (to be filed by amendment)
<PAGE>

(ii) Consent of Sutherland Asbill & Brennan LLP (to be filed by amendment)

(11) None

(12) None

(13) Schedules of computations for performance quotations (to be filed by
amendment).

(14) (i) Powers of Attorney.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

Name and Principal Positions and Offices
Business Address with Depositor

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

Susan C. Crampton Director
6 Tarbox Road
Jericho, VT 05465

Edward A. Fox Director
RR Box 67-15
Harborside, ME 04642

George J. Goodman Director
Adam Smith's Global Television
50th Floor, Craig Drill Capital
General Motors Building
767 Fifth Street
New York, NY 10153

Dr. Evelyn E. Handler Director
Ten Sterling Place
Bow, NH 03304-5216

Philip K. Howard, Esq. Director
Covington & Burling
1330 Avenue of the Americas
New York, NY 10019
<PAGE>

Bernard A. Leventhal Director
Burlington Industries
1345 Avenue of the Americas
17th Floor
New York, NY 10105

Thomas J. May Director
NSTAR
800 Boylston Street
Boston, MA 02199

Stewart G. Nagler Director
Metropolitan Life Insurance
Company
One Madison Avenue
New York, NY 10010

Catherine A. Rein Director
Metropolitan Property and Casualty
Insurance Company
700 Quaker Lane
Warwick, RI 02887

Rand N. Stowell Director
P. O. Box 60
Weld, ME 04285

Lisa M. Weber Director
Metropolitan Life Insurance
Company
One Madison Avenue
New York, NY 10010

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

David W. Allen* Senior Vice President

Pauline V. Belisle* Senior Vice President

Mary Ann Brown* President, New England Products and
Services (a business unit of NELICO)
<PAGE>

Anthony T. Candito* President, NEF Information Services
and Chief Information Officer

Thom A. Faria* President, Career Agency System
(a business unit of NELICO)

Anne M. Goggin* Senior Vice President and
General Counsel

Daniel D. Jordan* Second Vice President, Counsel,
Secretary and Clerk

Alan C. Leland, Jr.* Senior Vice President

George J. Maloof* Senior Vice President

Kenneth D. Martinelli* Senior Vice President

Thomas W. McConnell* Senior Vice President

Hugh C. McHaffie* Senior Vice President

Stephen J. McLaughlin* Senior Vice President

Thomas W. Moore* Senior Vice President

David Y. Rogers* Executive Vice President, Chief
Financial Officer and Chief
Accounting Officer

John G. Small, Jr.* President, New England Services
(a business unit of NELICO)

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

ITEM 26 PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE INSURANCE
COMPANY OR REGISTRANT

The following list provides information regarding the entities under common
control with the Depositor. The Depositor is a wholly-owned , indirect
subsidiary of Metropolitan Life Insurance Company, which is organized under the
laws of New York. The Depositor is organized under the laws of Massachusetts. No
person is controlled by the Registrant.

<PAGE>

ORGANIZATIONAL STRUCTURE OF METLIFE AND SUBSIDIARIES
AS OF SEPTEMBER 30, 2000

Metropolitan Life Insurance Company ("Metropolitan") is a wholly-owned
subsidiary of MetLife, Inc, a publicly-traded company. The following is a list
of subsidiaries of Metropolitan updated as of September 30, 2000. Metropolitan
sold its interests in Nvest Corporation and all of Nvest Corporation affiliates
on October 30, 2000. Nvest Corporation and its affiliates and the note following
the list that refers to Nvest Corporation and its affiliates are marked with an
asterisk (*). Those entities which are listed at the left margin (labelled with
capital letters) are direct subsidiaries of Metropolitan. Unless otherwise
indicated, each entity which is indented under another entity is a subsidiary of
such indented entity and, therefore, an indirect subsidiary of Metropolitan.
Certain inactive subsidiaries have been omitted from the Metropolitan
Organizational listing. The voting securities (excluding directors' qualifying
shares, if any) of the subsidiaries listed are 100% owned by the irrespective
parent corporations, unless otherwise indicated. The jurisdiction of domicile of
each subsidiary listed is set forth in the parenthetical following such
subsidiary.

A. Metropolitan Tower Corp. (DE)

1. Metropolitan Property and Casualty Insurance Company (RI)

a. Metropolitan Group Property and Casualty Insurance Company (RI)

i. Metropolitan Reinsurance Company (U.K.) Limited (Great
Britain)

b. Metropolitan Casualty Insurance Company (RI)

c. Metropolitan General Insurance Company (RI)

d. Metropolitan Direct Property and Casualty Insurance Company (GA)

e. MetLife Auto & Home Insurance Agency, Inc. (RI)

f. Metropolitan Lloyds, Inc. (TX)

g. Met P&C Managing General Agency, Inc. (TX)

h. Economy Fire & Casualty Company (RI)

i. Economy Preferred Insurance Company (RI)

ii. Economy Premier Assurance Company (RI)

2. Metropolitan Insurance and Annuity Company (DE)

a. MetLife Europe I, Inc. (DE)

b. MetLife Europe II, Inc. (DE)

c. MetLife Europe III, Inc. (DE)

d. MetLife Europe IV, Inc. (DE)

e. MetLife Europe V, Inc. (DE)

3. MetLife General Insurance Agency, Inc. (DE)

a. MetLife General Insurance Agency of Alabama, Inc. (AL)

b. MetLife General Insurance Agency of Kentucky, Inc. (KY)

c. MetLife General Insurance Agency of Mississippi, Inc. (MS)

d. MetLife General Insurance Agency of Texas, Inc. (TX)

e. MetLife General Insurance Agency of North Carolina, Inc. (NC)
<PAGE>

f. MetLife General Insurance Agency of Massachusetts, Inc. (MA)

4. Metropolitan Asset Management Corporation (DE)

a. MetLife Capital, Limited Partnership (DE). Partnership interests
in MetLife Capital, Limited Partnership are Limited Partnership
held by Metropolitan (90%) and General Partnership by
Metropolitan Asset Management Corporation (10%).

b. MetLife Capital Credit L.P. (Delaware). Partnership interests in
MetLife Capital Credit L.P. are Limited Partnership held by
Metropolitan (90%) and General Partnership by Metropolitan Asset
Management Corporation (10%).

1. MetLife Capital CFLI Holdings, LLC (DE)

a. MetLife Capital CFLI Leasing, LLC (DE)

c. MetLife Financial Acceptance Corporation (DE). Metropolitan Asset
Management Co. Inc. holds 100% of the voting preferred stock of
MetLife Financial Acceptance Corporation. Metropolitan Property
and Casualty Insurance Company holds 100% of the non voting
common stock of MetLife Financial Acceptance Corporation.

d. MetLife Investments Limited (United Kingdom). 23rd Street
Investments, Inc. holds one share of MetLife Investments Limited.

e. MetLife Investments Asia Limited (Hong Kong). One share of
MetLife Investments Asia Limited is held by W&C Services, Inc., a
nominee of Metropolitan Asset Management Corporation.

f. MetLife Investments, S.A. (Argentina) 23rd Street Investment,
Inc. holds one share of MetLife Investments, S.A.

5. SSRM Holdings, Inc. (DE)

a. State Street Research & Management Company (DE) is the
sub-investment manager for the State Street Research Aggressive
Growth Portfolio, State Street Research Diversified Portfolio,
State Street Research Growth Portfolio, State Street Research
Income Portfolio and State Street Research Aurora Small Cap Value
Portfolio of Metropolitan Series Fund, Inc.

i. State Street Research Investment Services, Inc. (MA)

b. SSR Realty Advisors, Inc. (DE)

i. Metric Management Inc. (DE)

ii. Metric Property Management, Inc. (DE)

1. Metric Realty (DE). SSR Realty Advisors, Inc. and
Metric Property Management, Inc. each hold 50% of the
common stock of Metric Realty.

2. Metric Colorado, Inc. (CO). Metric Property Management,
Inc. holds 80% of the common stock of Metric Colorado,
Inc.

iii. Metric Capital Corporation (CA)

iv. Metric Assignor, Inc. (CA)

v. SSR AV, Inc. (DE)

6. MetLife Holdings, Inc. (DE)

a. MetLife Funding, Inc. (DE)

b. MetLife Credit Corp. (DE)
<PAGE>

7. Metropolitan Tower Realty Company, Inc. (DE)

8. Security First Group, Inc. (DE)

a. Security First Life Insurance Company (DE)

b. Security First Insurance Agency, Inc. (MA)

c. Security First Insurance Agency, Inc. (NV)

d. Security First Group of Ohio, Inc. (OH)

e. Security First Financial, Inc. (DE)

f. Security First Investment Management Corporation (DE)

g. Security First Financial Agency, Inc. (TX)

9. Natiloportem Holdings, Inc. (DE)

a. Services Administrativos Gen, S.A. de C.V. One Share of Servicos
Administrativos Gen. S.A. de C.V. is held by a nominee of
Natiloportem Holdings, Inc.

10. Metlife CC Holding Company (DE)

a. Conning Corporation (MO) 60.4% of the voting shares of Conning
Corporation are held by MetLife CC Holding Company and 39.6% are
held by Gen Am Holding Company.

i. Conning, Inc. (DE)

(1.) Conning & Company (CT)

(a) Conning Asset Management Company (MO)

(b) American Horizon Holdings Inc. (DE) 28.6% of the shares
of American Horizon Holdings Inc. are held by
Metropolitan Property and Casualty Insurance Company.

(i) American Horizon Services, Inc. (DE)

(ii) American Horizon Property & Casualty Insurance
Company. (IL)

(1.) Texas American Horizon Insurance Services
Agency, Inc. (TX)

(iii) American Horizon Insurance Company (AZ)

(1.) American Horizon General Agency, Inc. (FL)

B. Metropolitan Tower Life Insurance Company (DE)

C. MetLife Security Insurance Company of Louisiana (LA)

D. MetLife Texas Holdings, Inc. (DE)

1. Texas Life Insurance Company (TX)

a. Texas Life Agency Services, Inc. (TX)

b. Texas Life Agency Services of Kansas, Inc. (KS)

E. MetLife Securities, Inc. (DE)

F. 23rd Street Investments, Inc. (DE)

1. Mezzanine Investment Limited Partnership-BDR (DE). Metropolitan
Life Insurance Company holds a 99% limited partnership interest
in Mezzanine Investment Limited Partnership-BDR.

2. Mezzanine Investment Limited Partnership-LG (DE). 23rd Street
Investments, Inc. is a 1% partner of Mezzanine Investment Limited
Partnership-LG. Metropolitan Life Insurance
<PAGE>

Company holds a 99% limited partnership interest in Mezzanine
Investment Limited Partnership-LG.

a. Coating Technologies International, Inc (DE).

3. Mezzanine Investment Limited Partnership-8. (DE) 23rd Street
Investments, Inc. is a 1% partner of Mezzanine Investment Limited
Partnership-8. Metropolitan Life Insurance Company holds a 99%
limited partnership interest in Mezzanine Investment Limited
Partnership-8.

G. Santander Met, S.A. (Spain). Shares of Santander Met, S.A. are held by
Metropolitan (50%) and by an entity (50%) unaffiliated with
Metropolitan.

1. Seguros Genesis, S.A. (Spain)

2. Genesis Seguros Generales, Sociedad Anomina de Seguros y
Reaseguros (Spain)

H. MetLife Saengmyoung Insurance Company Ltd. (Korea).

I. Metropolitan Life Seguros de Vida S.A. (Argentina)

J. Metropolitan Life Seguros de Retiro S.A. (Argentina).

K. MetLife Holdings Luxembourg S.A. (Luxembourg)

L. Metropolitan Life Holdings, Netherlands BV (Netherlands)

M. MetLife International Holdings, Inc. (DE)

1. MetLife Insurance Company of the Philippines, Inc. (Philippines).

N. Metropolitan Life Insurance Company of Hong Kong Limited (Hong Kong)

O. Metropolitan Marine Way Investments Limited (Canada)

P. P.T. MetLife Sejahtera (Indonesia) Shares of P.T. MetLife Sejahtera
are held by Metropolitan (94.3%) and by an entity (5.7%) unaffiliated
with Metropolitan.

Q. Seguros Genesis S.A. (Mexico) Metropolitan holds 85.49%, Metropolitan
Tower Corp. holds 7.31% and Metropolitan Asset Management Corporation
holds 7.20%.

R. Metropolitan Life Seguros de Vida S.A. (Uruguay).

S. Metropolitan Life Seguros E Previdencia Privada S.A. (Brazil)

T. MetLife (India) Private Ltd.

U. Hyatt Legal Plans, Inc. (DE)

1. Hyatt Legal Plans of Florida, Inc. (FL)

V. One Madison Merchandising L.L.C. (CT) Ownership of membership
interests in One Madison Merchandising L.L.C. is as follows:
Metropolitan Life Insurance Company owns 99% and Metropolitan Tower
Corp. owns 1%.

W. Metropolitan Realty Management, Inc. (DE)

1. Edison Supply and Distribution, Inc. (DE)

2. Cross & Brown Company (NY)

a. CBNJ, Inc. (NJ)

X. MetPark Funding, Inc. (DE)

Y. Transmountain Land & Livestock Company (MT)

Z. MetLife Trust Company, National Association. (United States)
<PAGE>

A.A. Benefit Services Corporation (GA)

A.B. G.A. Holding Corporation (MA)

A.C. CRH., Co, Inc. (MA)

A.D. 334 Madison Euro Investments, Inc.

1. Park Twenty Three Investments Company* 1% Voting Control of Park
Twenty Three Investment Company is held by St. James Fleet
Investments Two Limited

a. Convent Station Euro Investments Four Company. 1% voting
control of Convert Station Euro Investments Four Company
(United Kingdom) is held by 334 Madison Euro Investments,
Inc. as nominee for Park Twenty Three Investments Company.

A.E. L/C Development Corporation (CA)

A.F. One Madison Investments (Cayco) Limited (Cayman Islands). 1% Voting
Control of One Madison Investment (Cayco) Limited is held by Convent
Station Euro Investments Four Company.

A.G. New England Portfolio Advisors, Inc. (MA)

A.H. CRB Co., Inc. (MA). (*AEW Real Estate Advisors, Inc. holds 49,000
preferred non-voting shares of CRB Co., Inc. AEW Advisors, Inc. holds
1,000 preferred non-voting shares of CRB Co., Inc.)

A.I. Grand Cathay Securities Investment Trust Co. Ltd. (Hong Kong)
Metropolitan Life Insurance Company owns 20% of Grand Cathay
Securities Investment Trust Co. Ltd. (*Nvest Companies L.P. owns
14.81% of voting control of Grand Cathay Securities Investment Trust
Co., Ltd.)

A.J. Mercadian Capital L.P. (DE). Metropolitan holds a 95% limited partner
interest and an unaffiliated third party holds 5% of Mercadian Capital
L.P.

A.K. Mercadian Funding L.P. (DE). Metropolitan holds a 95% limited partner
interest and an unaffiliated third party holds 5% of Mercadian
Funding L.P.

A.L. St. James Fleet Investments Two Limited (Cayman Islands). Metropolitan
Life Insurance Company owns 34% of St. James Fleet Investments Two
Limited.

A.M. MetLife New England Holdings, Inc. (DE)

1. Fulcrum Financial Advisors, Inc. (MA)

2. New England Life Insurance Company (MA)

a. New England Life Holdings, Inc. (DE)

i. New England Securities Corporation (MA)

(1) Hereford Insurance Agency, Inc. (MA)

(2) Hereford Insurance Agency of Alabama, Inc. (AL)

(3) Hereford Insurance Agency of Idaho, Inc. (ID)

(4) Hereford Insurance Agency of Minnesota, Inc. (MN)

(5) Hereford Insurance Agency of New Mexico, Inc. (NM)

(6) Hereford Insurance Agency of Wyoming, Inc (WY).

ii. TNE Information Services, Inc. (MA)

(1) First Connect Insurance Network, Inc. (DE)

(2) Interactive Financial Solutions, Inc. (MA)
<PAGE>

iii. N.L. Holding Corp. (DEL) (NY)

(1) Nathan & Lewis Securities, Inc. (NY)

(2) Nathan & Lewis Associates, Inc. (NY)

(a) Nathan and Lewis Insurance Agency of
Massachusetts, Inc. (MA)

(b) Nathan and Lewis Associates of Texas, Inc.
(TX)

(3) Nathan & Lewis Associates-Arizona, Inc. (AZ)

(4) Nathan & Lewis of Nevada, Inc. (NV)

iv. New England Investment Management Inc.

b. Exeter Reassurance Company, Ltd. (MA)

c. Omega Reinsurance Corporation (AZ)

d. New England Pension and Annuity Company (DE)

e. Newbury Insurance Company, Limited (Bermuda)

3. *Nvest Corporation (MA)

a. *Nvest, L.P. (DE) Nvest Corporation holds a 1.69% general
partnership interest and MetLife New England Holdings, Inc. 3.19%
general partnership interest in Nvest, L.P.

b. *Nvest Companies, L.P. (DE). Nvest Corporation holds a 0.0002%
general partnership interest in Nvest Companies, L.P. Nvest, L.P.
holds a 14.64% general partnership interest in Nvest Companies,
L.P. Metropolitan holds a 47.10% limited partnership interest in
Nvest Companies, L.P.

i. *Nvest Holdings, Inc. (DE)

(1) *Back Bay Advisors, Inc. (MA)

(a) *Back Bay Advisors, L.P. (DE)
Back Bay Advisors, Inc. holds a 1% general partner
interest and NEIC Holdings, Inc. holds a 99% limited
partner interest in Back Bay Advisors, L.P.

(2) *R & T Asset Management, Inc. (MA)

(a) *Reich & Tang Distributors, Inc. (DE)

(b) *Reich & Tang Asset Management.
R & T Asset Management, Inc. holds a 0.5% general
partner interest and NEIC Holdings, Inc. hold a 99.5%
limited partner interest in Reich & Tang Asset
Management, L.P.

(3) *Loomis, Sayles & Company, Inc. (MA)

(a) *Loomis Sayles & Company, L.P. (DE)
Loomis Sayles & Company, Inc. holds a 1% general
partner interest and R & T Asset Management, Inc. holds
a 99% limited partner interest in Loomis Sayles &
Company, L.P.

i. *Loomis Sayles (Australia) Holdings, LLC
(1) Loomis Sayles (Australia) Pty Limited

ii. *Loomis Sayles Distributors, L.P.

iii. *Loomis Sayles Distributors, Inc.
<PAGE>

iv. *Loomis Sayles (Euro) Limited

(4) *Westpeak Investment Advisors, Inc. (MA)

(a) *Westpeak Investment Advisors, L.P. (DE) Westpeak
Investment Advisors, Inc. holds a 1% general partner
interest and Reich & Tang holds a 99% limited partner
interest in Westpeak Investment Advisors, L.P.

(i) *Westpeak Investment Advisors Australia Limited Pty.

(5) *Vaughan, Nelson Scarborough & McCullough (DE)

(a) *Vaughan, Nelson Scarborough & McCullough, L.P. (DE)
VNSM, Inc. holds a 1% general partner interest and
Reich & Tang Asset Management, Inc. holds a 99%
limited partner interest in Vaughan, Nelson
Scarborough & McCullough, L.P.

(i) *VNSM Trust Company

(6) *MC Management, Inc. (MA)

(a) *MC Management, L.P. (DE)
MC Management, Inc. holds a 1% general partner
interest and R & T Asset Management, Inc. holds a 99%
limited partner interest in MC Management, L.P.

(7) *Harris Associates, Inc. (DE)

(a) *Harris Associates Securities L.P. (DE)
Harris Associates, Inc. holds a 1% general partner
interest and Harris Associates L.P. holds a 99%
limited partner interest in Harris Associates
Securities, L.P.

(b) *Harris Associates L.P. (DE)
Harris Associates, Inc. holds a 0.33% general partner
interest and NEIC Operating Partnership, L.P. holds a
99.67% limited partner interest in Harris Associates
L.P.

(i) *Harris Partners, Inc. (DE)

(ii) *Harris Partners L.L.C. (DE)
Harris Partners, Inc. holds a 1% membership
interest and Harris Associates L.P. holds a 99%
membership interest in Harris Partners L.L.C.

(1) *Aurora Limited Partnership (DE)
Harris Partners L.L.C. holds a 1% general
partner interest

(2) *Perseus Partners L.P. (DE) Harris Partners
L.L.C. holds a 1% general partner interest

(3) *Pleiades Partners L.P. (DE) Harris Partners
L.L.C. holds a 1% general partner interest

(4) *Stellar Partners L.P. (DE) Harris Partners
L.L.C. holds a 1% general partner interest

(5) *SPA Partners L.P. (DE) Harris Partners
L.L.C. holds a 1% general partner interest

(8) *NEF Corporation (MA)

(a) *New England Funds, L.P. (DE) NEF Corporation holds a
1% general partner interest and NEIC Operating
Partnership, L.P. holds a 99% limited partner interest
in New England Funds, L.P.
<PAGE>

(b) *New England Funds Management, L.P. (DE) NEF
Corporation holds a 1% general partner interest and
NEIC Operating Partnership, L.P. holds a 99% limited
partner interest in New England Funds Management, L.P.

(9) *AEW Capital Management, Inc. (DE)

(a) *AEW Securities, L.P. (DE) AEW Capital Management, Inc.
holds a 1% general partnership and AEW Capital
Management, L.P. holds a 99% limited partnership
interest in AEW Securities, L.P.

(b) *AEW Capital Management L.P. (DE)

New England Investment Companies, L.P. holds a 99%
limited partner interest and AEW Capital Management,
Inc. holds a 1% general partner interest in AEW Capital
Management, L.P.

(i) *AEW II Corporation (MA)

(ii) *AEW Partners III, Inc. (DE)

(iii) *AEW Partners IV, Inc.

(iv) *AEW TSF, Inc. (DE)

(v) *AEWPN, LLC (DE)

(vi) *AEW Curzon Limited

(vii) *AEW Investment Group, Inc. (MA)

(1) *Copley Public Partnership Holding, L.P. (MA)
AEW Investment Group, Inc. holds a 25%
general partnership interest and AEW Capital
Management, L.P. holds a 75% limited
partnership interest in Copley Public
Partnership Holding, L.P.

(2) *AEW Management and Advisors L.P. (MA) AEW
Investment Group, Inc. holds a 25% general
partnership interest and AEW Capital
Management, L.P. holds a 75% limited
partnership interest in AEW Management and
Advisors L.P.

(3) *AEW Real Estate Advisors, Inc. (MA)

(i) *AEW Advisors, Inc. (MA)

(ii) *Copley Properties Company, Inc. (MA)

(iii) *Copley Properties Company II, Inc.
(MA)

(iv) *Copley Properties Company III, Inc.
(MA)

(v) *Fourth Copley Corp. (MA)

(vi) *Fifth Copley Corp. (MA)

(vii) *Sixth Copley Corp. (MA)

(viii) *Seventh Copley Corp. (MA).

(ix) *Eighth Copley Corp. (MA).

(x) *Second Income Corp. (MA).

(xi) *Third Income Corp. (MA).

(xii) *Fourth Income Corp. (MA).
<PAGE>

(xiii) *Third Singleton Corp. (MA).

(xiv) *Fourth Singleton Corp. (MA)

(xv) *Fifth Singleton Corp. (MA)

(xvi) *Sixth Singleton Corp. (MA).

(xvii) *BCOP Associates L.P. (MA) AEW Real
Estate Advisors, Inc. holds a 1%
general partner interest in BCOP
Associates L.P.

(4) *CREA Western Investors I, Inc. (MA)

(5) *CREA Investors Santa Fe Springs, Inc. (MA)

(viii) *AEW Real Estate Advisors, Limited Partnership
(MA) AEW Real Estate Advisors, Inc. holds a 25%
general partnership interest and AEW Capital
Management, L.P. holds a 75% limited partnership
interest in AEW Real Estate Advisors, Limited
Partnership.

(ix) *AEW Hotel Investment Corporation (MA)

(1.) *AEW Hotel Investment, Limited Partnership
(MA) AEW Hotel Investment Corporation holds
a 1% general partnership interest and AEW
Capital Management, L.P. holds a 99% limited
partnership interest in AEW Hotel Investment,
Limited Partnership.

(10) *Nvest Associates, Inc.

(11) *Snyder Capital Management, Inc.

(a) *Snyder Capital Management, L.P. NEIC Operating
Partnership holds a 99.5% limited partnership
interest and Snyder Capital Management Inc. holds
a 0.5% general partnership interest.

(12) *Jurika & Voyles, Inc.

(a) *Jurika & Voyles, L.P NEIC Operating Partnership,
L.P. holds a 99% limited partnership interest and
Jurika & Voyles, Inc. holds a 1% general
partnership interest.

(13) *Nvest Partnerships, LLC ( )

(14) *Kobrick Funds LLC

A.N. GenAmerica Financial Corporation (MO)

1. General American Life Insurance Company (MO)

a. Paragon Life Insurance Company (MO)

b. Security Equity Life Insurance Company (NY)

c. Cova Corporation (MO)

i. Cova Financial Services Life Insurance Company
(MO)

(1) Cova Financial Life Insurance Company (CA)

(2) First Cova Life Insurance Company (NY)

ii. Cova Life Management Company (DE)

(1) Cova Investment Advisory Corporation (IL)

(2) Cova Investment Allocation Corporation (IL)
<PAGE>

(3) Cova Life Sales Company (DE)

(4) Cova Life Administration Services Company
(IL)

d. General Life Insurance Company (TX)

i. General Life Insurance Company of America (IL)

e. Equity Intermediary Company (MO)

i. Reinsurance Group of America, Incorporated. (MO)
9.6% of the voting shares of Reinsurance Group of
America, Incorporated is held directly by Metropolitan
Life Insurance Company. 48.3% is held by GenAmerica
Financial Corporation.

(1) Reinsurance Company of Missouri Incorporated
(MO)

a. RGA Reinsurance Company (MO)

b. Fairfield Management Group, Inc. (MO)

i. Reinsurance Partners, Inc. (MO)

ii. Great Rivers Reinsurance
Management, Inc. (MO)

iii. RGA (U.K.) Underwriting Agency
Limited (United Kingdom)

(2) Triad Re, Ltd. (Barbados) Reinsurance Group
of America, Incorporated owns 100% of the
preferred stock of Triad RE, Ltd. and 67% of
the common stock.

(3) RGA Americas Reinsurance Company, Ltd.
(Barbados)

(4) RGA Reinsurance Company (Barbados) Ltd.
(Barbados)

(a) RGA Financial Group, L.L.C. (DE)

(5) RGA International Ltd. (Canada)

(a) RGA Financial Products Limited (Canada)

(b) RGA Canada Management Company, Ltd.
(Canada)

(i) RGA Life Reinsurance Company of
Canada (Canada)

(6) Benefit Resource Life Insurance Company
(Bermuda) Ltd. (Bermuda)

(7) RGA Holdings Limited (United Kingdom)

(a) RGA Managing Agency Limited (United
Kingdom)

(b) RGA Capital Limited (United Kingdom)

(8) RGA South African Holdings (Pty) Ltd. (South
America)

(a) RGA Reinsurance Company of South Africa
Limited (Australia)

(9) RGA Australian Holdings Pty Limited
(Australia)

(a) RGA Reinsurance Company of Australia
Limited (Australia)

(10) General American Argentina Seguros de Vida,
S.A. (Argentina)

(11) RGA Argentina, S.A. (Argentina)

(12) Regal Atlantic Company (Bermuda) Ltd.
(Bermuda)

(13) Malaysia Life Reinsurance Group Berhad.
(Malaysia) Reinsurance Group of America,
Incorporated owns 30% of Malaysia Life
Reinsurance Group Berhad.
<PAGE>

f. GenAm Holding Company (DE)

i. Genelco Incorporated (MO)

ii. Genelco Asia Pacifica Limited (Hong Kong)

iii. Genelco de Mexico S.A. de C.V. (Mexico) 99% of the
shares of Genelco de Mexico S.A. de C.V. are held
by Genelco Incorporated and 1% is held by General
American Life Insurance Company.

iv. White Oak Royalty Company (OK)

v. GenMark Incorporated (MO)

(a) Stan Mintz Associates, Inc. (WI)

(b) GenMark Insurance Agency of Alabama, Inc.
(AL)

(d) GenMark Insurance Agency of Ohio, Inc. (OH)

(e) GenMark Insurance Agency of Texas, Inc. (TX)

2. Collaborative Strategies, Inc. (MO)

3. Virtual Finances.Com, Inc. (MO)

4. Missouri Reinsurance (Barbados) Inc. (Barbados)

5. GenAmerica Capital I (DE)

6. GenAmerica Management Corporation (MO) 22.5% of the voting shares of
the GenAmerica Management Corporation are owned by General American
Life Insurance Company and 10% of the voting shares of the GenAmerica
Management Corporation are owned by A.G. Edwards. 67% of the common
stock is owned by GenAmerica Financial Corporation.

7. Walnut Street Securities, Inc. (MO)

a. WSS Insurance Agency of Alabama, Inc. (AL)

b. WSS Insurance Agency of Massachusetts, Inc. (MA)

c. WSS Insurance Agency of Nevada, Inc. (NV)

d. WSS Insurance Agency of Ohio, Inc. (OH)

e. WSS Insurance Agency of Texas, Inc. (TX)

f. Walnut Street Advisers, Inc. (MO)

A.O. Metropolitan Life Ubezpieczenna Zycie S.A. (Poland)

A.P. MetLife Central European Services Spolka z Organiczona
odpowiedzialmoscia (Poland)
<PAGE>

In addition to the entities listed above, Metropolitan (or where indicated an
affiliate) also owns an interest in the following entities, among others:

The voting securities (excluding directors' qualifying shares, if any) of
each subsidiary shown on the organizational chart are 100% owned by their
respective parent corporation, unless otherwise indicated.

In addition to the entities shown on the organizational chart, Metropolitan
(or where indicated, a subsidiary) also owns interests in the following
entities:

1) CP&S Communications, Inc., a New York corporation, holds federal
radio communications licenses for equipment used in Metropolitan-owned
facilities and airplanes. It is not engaged in any business.

2) Metropolitan Structures is a general partnership in which
Metropolitan owns a 50% interest.

3) *Metropolitan owns varying interests in certain mutual funds
distributed by its affiliates. These ownership interests are generally
expected to decrease as shares of the funds are purchased by unaffiliated
investors.

4) Metropolitan Lloyds Insurance Company of Texas, an affiliated
association, provides homeowner and related insurance for the Texas market.
It is an association of individuals designated as underwriters.
Metropolitan Lloyds, Inc., a subsidiary of Metropolitan Property and
Casualty Insurance Company, serves as the attorney-in-fact and manages the
association.

5) Metropolitan directly owns 100% of the non-voting preferred stock
of Nathan and Lewis Associates Ohio, Incorporated, an insurance agency.
100% of the voting common stock of this company is held by an individual
who has agreed to vote such shares at the direction of N.L. HOLDING CORP.
(DEL), an indirect wholly owned subsidiary of Metropolitan.

6) 100% of the capital stock of Hereford Insurance Agency of Oklahoma,
Inc. is owned by an officer. New England Life Insurance Company controls
the issuance of additional stock and has certain rights to purchase such
officer's shares.

7) 100% of the capital stock of Fairfield Insurance Agency of Texas,
Inc. is owned by an officer. New England Life Insurance Company controls
the issuance of additional stock and has certain rights to purchase such
officer's shares.

8) New England Securities Corporation owns 100% of the non-voting
preferred stock of Hereford Insurance Agency of Ohio, Inc., an insurance
agency. 100% of the voting common stock of this company is held by an
officer who has agreed to vote such shares at the direction of New England
Securities Corporation, an indirect wholly owned subsidiary of
Metropolitan.

9) Mezzanine Investment Limited Partnerships ("MILPs"), Delaware
limited partnerships, are investment vehicles through which investments in
certain entities are held. A wholly owned subsidiary of Metropolitan serves
as the general partner of the limited partnerships and Metropolitan
directly owns a 99% limited partnership interest in each MILP. The MILPs
have various ownership and/or debt interests in certain companies. The
various MILPs own, directly or indirectly, 100% of the voting stock of the
following: Coating Technologies International, Inc.

NOTE: THE METROPOLITAN LIFE ORGANIZATIONAL CHART DOES NOT INCLUDE REAL ESTATE
----
JOINT VENTURES AND PARTNERSHIPS OF WHICH METROPOLITAN LIFE AND/OR ITS
SUBSIDIARIES IS AN INVESTMENT PARTNER. IN ADDITION, CERTAIN INACTIVE
SUBSIDIARIES HAVE ALSO BEEN OMITTED.

<PAGE>

ITEM 27. NUMBER OF CONTRACTOWNERS

Not applicable

ITEM 28. INDEMNIFICATION

The Depositor's parent, Metropolitan Life Insurance Company ("MetLife")
maintains a directors' and officers' liability policy with a maximum coverage of
$300 million under which the Depositor and New England Securities Corporation,
the Registrant's underwriter (the "Underwriter"), as well as certain other
subsidiaries of MetLife are covered. A provision in MetLife's by-laws provides
for the indemnification (under certain circumstances) of individuals serving as
directors or officers of certain organizations, including the Depositor and the
Underwriter. A provision in the Depositor's by-laws provides for the
indemnification (under certain circumstances) of individuals serving as
directors or officers or employees of the Depositor.

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers or controlling persons (if any)
of the Underwriter or Depositor pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification may be against public policy as
expressed in the Act and may be, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the Depositor or Underwriter of expenses incurred or
paid by a director, officer or controlling person of the Depositor or
Underwriter in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Depositor or Underwriter 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.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) New England Securities Corporation also serves as principal underwriter
for:

New England Zenith Fund
New England Variable Annuity Fund I
New England Variable Life Separate Account
New England Life Retirement Investment Account
The New England Variable Account
<PAGE>

(b) The directors and officers of the Registrant's principal
underwriter, New England Securities Corporation, and their addresses are as
follows:

Name Positions and Offices with Positions and Offices with
Principal Underwriter Registrant
<S> <C> <C>
Thomas W. McConnell* Chairman of the Board, Director, President None
and CEO

Steven J. Brash*** Assistant Treasurer None

Mary M. Diggins** Vice President, General Counsel, Secretary None
and Clerk

Thom A. Faria** Director None

Mark A. Greco* Vice President and Chief Operating Officer None

Anne M. Goggin** Director None

Gregory M. Harrison*** Assistant Treasurer None

Laura A. Hutner* Vice President None

Mitchell A. Karman** Vice President None

Rebecca Kovatch* Vice President None

Joanne Logue** Vice President None

Genevieve Martin* Vice President None

John Peruzzi* Assistant Vice President and Controller None

Robert F. Regan** Vice President None

Jonathan M. Rozek* Vice President None

Michael E. Toland* Vice President, Chief Compliance Officer, None
Chief Financial Officer, Treasurer,
Assistant Secretary and Assistant Clerk

Principal Business Address: *399 Boylston Street, Boston, MA 02116
**501 Boylston Street, Boston, MA 02117
***MetLife - One Madison Avenue, New York, NY 10010
</TABLE>

<TABLE>
<CAPTION>
(c)

(1) (2) (3) (4) (5)
Name of Net Underwriting
Principal Discounts and Compensation Brokerage
Underwriter Commissions on Redemption Commissions Compensation
<S> <C> <C> <C> <C>
New England Securities
Corporation $0 0 0 0
</TABLE>
<PAGE>

Commissions are paid by the Company directly to agents who are registered
representatives of the principal underwriter, or to broker-dealers that have
entered into selling agreements with the principal underwriter with respect to
sales of the Contracts.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The following companies will maintain possession of the documents required
by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder:

(a) Registrant

(b) State Street Bank & Trust Company
225 Franklin Street Boston
Massachusetts 02110

(d) New England Life Insurance Company
501 Boylston Street
Boston, Massachusetts 02117

ITEM 31. MANAGEMENT SERVICES

Not applicable

ITEM 32. UNDERTAKINGS

Registrant hereby makes the following undertakings:

(1) To file a post-effective amendment to this registration statement as
frequently as is necessary to ensure that the audited financial statements
contained in the registration statement are never more than 16 months old for so
long as payments under the variable annuity contracts may be accepted;

(2) To include either (a) as part of any application to purchase a contract
offered by the prospectus, a space that an applicant can check to request a
Statement of Additional Information or (b) a postcard or similar written
communication affixed to or included in the prospectus that the applicant can
remove to send for a Statement of Additional Information;

(3) To deliver a Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly upon
written or oral request;
<PAGE>

(4) To offer Contracts to participants in the Texas Optional Retirement
program in reliance upon Rule 6c-7 of the Investment Company Act of 1940 and to
comply with paragraphs (a)-(d) of that Rule; and

(5) To comply with and rely upon the Securities and Exchange Commission
No-Action letter to The American Council of Life Insurance, dated November 28,
1988, regarding Sections 22(e), 27(c)(1) and 27(d) of the Investment Company Act
of 1940.

New England Life Insurance Company hereby represents that the fees and
charges deducted under the Contracts, in the aggregate, are reasonable in
relation to the services rendered, the expenses to be incurred, and the risks
assumed by New England Life Insurance Company.
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, New England Variable Annuity Separate Account has duly
caused this Registration Statement to be signed on its behalf, in the City of
Boston, and the Commonwealth of Massachusetts on the 12th day of December, 2000.

New England Variable Annuity Separate Account
(Registrant)

By: New England Life Insurance Company
(Depositor)

By: /s/ Anne M. Goggin
---------------------------------
Anne M. Goggin, Esq.
Senior Vice President
and General Counsel
Attest:

/s/ Michele H. Abate
---------------------
Michele H. Abate
<PAGE>

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Depositor, New England Life Insurance Company, has duly caused this
Registration Statement to be signed on its behalf, in the City of Boston, and
the Commonwealth of Massachusetts on the 12th day of December, 2000.

New England Life Insurance Company
(Seal)

By: /s/ Anne M. Goggin
-------------------------------
Anne M. Goggin, Esq.
Senior Vice President
and General Counsel
Attest:

/s/ Michele H. Abate
-------------------------
Michele H. Abate

As required by the Securities Act of 1933, this Registration Statement has
been signed below by the following persons, in the capacities indicated, on
December 12, 2000.

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

* Director
------------------------------------
Susan C. Crampton

* Director
------------------------------------
Edward A. Fox

* Director
------------------------------------
George J. Goodman

* Director
------------------------------------
Evelyn E. Handler

* Director
------------------------------------
Philip K. Howard

* Director
------------------------------------
Bernard A. Leventhal

* Director
-----------------------------------
Thomas J. May
<PAGE>

* Director
------------------------------------
Stewart G. Nagler

* Director
------------------------------------
Catherine A. Rein

* Executive Vice President and Chief
------------------------------------ Financial Officer and Chief Accounting
David Y. Rogers Officer

* Director
------------------------------------
Rand N. Stowell

* Director
------------------------------------
Lisa M. Weber

By: /s/ Marie C. Swift, Esq.
--------------------------
Marie C. Swift, Esq.
Attorney-in-fact

* Executed by Marie C. Swift, Esq. on behalf of those indicated pursuant to
Powers of Attorney filed herewith.
<PAGE>

Exhibit Index

(2) None.

(3) (i) Form of Distribution Agreement is incorporated herein by reference to
Post-Effective Amendment No. 5 to the Registration Statement on Form N-4 (No.
33-85442) filed on May 1, 1998.

(iii) Additional Form of Selling Agreement with broker-dealers is
incorporated herein by reference to Registration Statement on Form N-4 (No.
33-64879) filed on December 11, 1995.

(iv) Additional Forms of Selling Agreement are incorporated herein by
reference to Post-Effective Amendment No. 4 to the Registration Statement on
Form N-4 (No. 33-85442) filed on April 30, 1997.

(4) (i) Variable Annuity Contract

(ii) Forms of Endorsements

(5) (i) Application.

(ii) Amended and restated By-Laws of Depositor are incorporated herein by
reference to Post-Effective Amendment No. 5 to the Registration Statement on
Form N-4 (No. 33-85442) filed on May 1, 1998.
<PAGE>

(7) None

(8) None

(9) Opinion and consent of Anne M. Goggin, Esq. (to be filed by amendment)

(10) (i) Consent of Deloitte & Touche, LLP (to be filed by amendment)

(ii) Consent of Sutherland Asbill & Brennan LLP (to be filed by amendment)

(11) None

(12) None

(13) Schedules of computations for performance quotations (to be filed by
amendment).

(14) (i) Powers of Attorney.