NYLIAC VARIABLE ANNUITY SEPARATE ACCOUNT III
N-4, 2000-02-18
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<PAGE>   1
   As filed with the Securities and Exchange Commission on February 18, 2000

                                                      Registration No. 811-08904
                                                                       333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    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. 9                           ( X )
                                              ---

                  NYLIAC VARIABLE ANNUITY SEPARATE ACCOUNT-III
                           (Exact Name of Registrant)

                           NEW YORK LIFE INSURANCE AND
                               ANNUITY CORPORATION
                               (Name of Depositor)

                   51 Madison Avenue, New York, New York 10010
               (Address of Depositor's Principal Executive Office)

                  Depositor's Telephone Number: (212) 576-7000

                             Judith C. Keilp, Esq.
                 New York Life Insurance and Annuity Corporation
                                51 Madison Avenue
                            New York, New York 10010
                     (Name and Address of Agent for Service)

                                    Copy to:

Richard Choi, Esq.                               Michael J. McLaughlin, Esq.
Freedman, Levy, Kroll & Simond                   Senior Vice President
1050 Connecticut Avenue                          and General Counsel
Suite 825                                        New York Life Insurance Company
Washington, D.C.  20036                          51 Madison Avenue
                                                 New York, New York  10010

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

If appropriate, check the following box:

[ ]   This post-effective amendment designates a new effective date for a
      previously filed post-effective amendment.

Title of Securities Being Registered

      Units of interest in a separate account under variable annuity contracts.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant is
registering an indefinite amount of the securities being offered pursuant to
this Registration Statement, and will file its Notice pursuant to Rule 24f-2
for its fiscal year ending December 31, 2000 on or before March 30, 2001.

Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.


<PAGE>   2

                         PROSPECTUS DATED MAY 12, 2000

                                      FOR

                     MAINSTAY PREMIUM PLUS VARIABLE ANNUITY
                                      FROM
                NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
                            (A DELAWARE CORPORATION)
                  51 MADISON AVENUE, NEW YORK, NEW YORK 10010
                                  INVESTING IN
                  NYLIAC VARIABLE ANNUITY SEPARATE ACCOUNT-III

     This Prospectus describes the individual flexible premium MainStay Premium
Plus Variable Annuity policies issued by New York Life Insurance and Annuity
Corporation ("NYLIAC"). We designed these policies to assist individuals with
their long-term retirement planning needs. You can use these policies with
retirement plans that do or do not qualify for special federal income tax
treatment. The policies offer flexible premium payments, access to your money
through partial withdrawals (some withdrawals may be subject to a surrender
charge and/or tax penalty), a choice of when income payments commence, and a
guaranteed death benefit if the owner or annuitant dies before income payments
have commenced.

     NYLIAC will apply a credit to your premium payments. (See "Credit" at page
22.) Fees and charges for a policy with a credit may be higher than those for
other policies, and over time, the amount of the credit may be more than offset
by those higher charges.

     Your premium payments accumulate on a tax-deferred basis. This means your
earnings are not taxed until you take the money out of your policy which can be
done in several ways. You can split your premium payments among a guaranteed
interest option, three general account options specifically for the dollar cost
averaging program (in states where approved) and the twenty-six variable
investment divisions listed below.

<TABLE>
  <S>  <C>
  -    MainStay VP Capital Appreciation
  -    MainStay VP Cash Management
  -    MainStay VP Convertible
  -    MainStay VP Government
  -    MainStay VP High Yield Corporate Bond
  -    MainStay VP International Equity
  -    MainStay VP Total Return
  -    MainStay VP Value
  -    MainStay VP Bond
  -    MainStay VP Growth Equity
  -    MainStay VP Indexed Equity
  -    American Century Income & Growth
  -    Dreyfus Large Company Value
  -    Eagle Asset Management Growth Equity
  -    Lord Abbett Developing Growth
  -    Alger American Small Capitalization
  -    Calvert Social Balanced
  -    Fidelity VIP II Contrafund
  -    Fidelity VIP Equity-Income
  -    Janus Aspen Series Balanced
  -    Janus Aspen Series Worldwide Growth
  -    MFS Growth With Income Series
  -    MFS Research Series
  -    Morgan Stanley Dean Witter Emerging Markets Equity
  -    T. Rowe Price Equity Income
  -    Van Eck Worldwide Hard Assets
</TABLE>

     We do not guarantee the investment performance of these variable investment
divisions. Depending on current market conditions, you can make or lose money in
any of the investment divisions.

     You should read this Prospectus carefully before investing and keep it for
future reference. This Prospectus is not valid unless attached to current
prospectuses for the MainStay VP Series Fund, Inc., the Alger American Fund, the
Calvert Variable Series, Inc., the Fidelity Variable Insurance Products Fund II
(VIP II), the Fidelity Variable Insurance Products Fund (VIP), the Janus Aspen
Series, the MFS Variable Insurance Trust, the Morgan Stanley Dean Witter
Universal Funds, Inc., the T. Rowe Price Equity Series, Inc. and the Van Eck
Worldwide Insurance Trust (the "Funds", each individually a "Fund").

     To learn more about the policy, you can obtain a copy of the Statement of
Additional Information ("SAI") dated May 12, 2000. The SAI has been filed with
the Securities and Exchange Commission ("SEC") and is incorporated by reference
into this Prospectus. The table of contents for the SAI appears at the end of
this Prospectus. For a free copy of the SAI, call us at (800) 762-6212 or write
to us at the address above.

     THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

     THE POLICIES INVOLVE RISKS, INCLUDING POTENTIAL LOSS OF PRINCIPAL INVESTED.
THE POLICIES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY,
ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FDIC, THE FEDERAL RESERVE BOARD,
OR ANY OTHER AGENCY.
<PAGE>   3

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                         PAGE
                                         ----
<S>                                      <C>
DEFINITIONS............................    3
FEE TABLE..............................    5
QUESTIONS AND ANSWERS ABOUT MAINSTAY
  PREMIUM PLUS VARIABLE ANNUITY........   10
FINANCIAL STATEMENTS...................   16
CONDENSED FINANCIAL INFORMATION........   17
NEW YORK LIFE INSURANCE AND ANNUITY
  CORPORATION AND THE SEPARATE
  ACCOUNT..............................   18
  New York Life Insurance and Annuity
     Corporation.......................   18
  The Separate Account.................   18
  The Portfolios.......................   18
  Additions, Deletions or Substitutions
     of Investments....................   19
  Reinvestment.........................   20
THE POLICIES...........................   20
  Qualified and Non-Qualified
     Policies..........................   20
  Policy Application and Premium
     Payments..........................   21
  Credit...............................   22
  Your Right to Cancel ("Free Look")...   22
  Issue Ages...........................   22
  Transfers............................   23
  Procedures for Telephone
     Transactions......................   23
  Dollar Cost Averaging (DCA)
     Programs..........................   23
     (a) Traditional Dollar Cost
          Averaging....................   24
     (b) The DCA Advantage Plan........   24
  Automatic Asset Reallocation.........   25
  Interest Sweep.......................   25
  Accumulation Period..................   26
     (a) Crediting of Premium
          Payments.....................   26
     (b) Valuation of Accumulation
          Units........................   26
  Third Party Investment Advisory
     Arrangements......................   26
  Policy Owner Inquiries...............   26
CHARGES AND DEDUCTIONS.................   27
  Surrender Charges....................   27
  Amount of Surrender Charge...........   27
  Exceptions to Surrender Charges......   27
  Other Charges........................   28
     (a) Separate Account Charge.......   28
     (b) Policy Service Charge.........   28
     (c) Investment Protection Plan
          Rider Charge.................   28
</TABLE>

<TABLE>
<CAPTION>
                                         PAGE
                                         ----
<S>                                      <C>
     (d) Rider Risk Charge
       Adjustment......................   28
     (e)  Fund Charges.................   29
  Group and Sponsored Arrangements.....   29
  Taxes................................   29
DISTRIBUTIONS UNDER THE POLICY.........   29
  Surrenders and Withdrawals...........   29
     (a) Surrenders....................   30
     (b) Partial Withdrawals...........   30
     (c) Periodic Partial
          Withdrawals..................   30
     (d) Hardship Withdrawals..........   30
  Required Minimum Distribution
      Option...........................   30
  Our Right to Cancel..................   31
  Annuity Commencement Date............   31
  Death Before Annuity Commencement....   31
  Income Payments......................   32
     (a) Election of Income Payment
          Options......................   32
     (b) Other Methods of Payment......   33
     (c) Proof of Survivorship.........   33
  Delay of Payments....................   33
  Designation of Beneficiary...........   33
  Restrictions Under Internal Revenue
     Code Section 403(b)(11)...........   33
  Loans................................   33
  Riders...............................   34
     (a) Living Needs Benefit Rider....   34
     (b) Unemployment Benefit  Rider...   34
     (c) Investment Protection Plan
          Rider........................   35
THE FIXED ACCOUNT......................   36
     (a) Interest Crediting............   36
     (b) Transfers to Investment
          Divisions....................   36
THE DCA ADVANTAGE PLAN ACCOUNT.........   37
FEDERAL TAX MATTERS....................   37
  Introduction.........................   37
  Taxation of Annuities in General.....   37
  Qualified Plans......................   38
     (a) Section 403(a) Plans..........   39
     (b) Section 403(b) Plans..........   39
     (c) Individual Retirement
          Annuities....................   39
     (d) Roth Individual Retirement
          Annuities....................   39
     (e) Deferred Compensation Plans...   39
DISTRIBUTOR OF THE POLICIES............   39
VOTING RIGHTS..........................   39
TABLE OF CONTENTS FOR THE STATEMENT OF
  ADDITIONAL INFORMATION...............   41
</TABLE>

     THIS PROSPECTUS IS NOT CONSIDERED AN OFFERING IN ANY STATE WHERE THE SALE
OF THIS POLICY CANNOT LAWFULLY BE MADE. WE DO NOT AUTHORIZE ANY INFORMATION OR
REPRESENTATIONS REGARDING THE OFFERING OTHER THAN AS DESCRIBED IN THIS
PROSPECTUS OR IN ANY ATTACHED SUPPLEMENT TO THIS PROSPECTUS OR IN ANY
SUPPLEMENTAL SALES MATERIAL WE AUTHORIZE.

                                        2
<PAGE>   4

                                  DEFINITIONS

ACCUMULATION UNIT--An accounting unit we use to calculate the Variable
Accumulation Value prior to the Annuity Commencement Date. Each Investment
Division of the Separate Account has a distinct variable Accumulation Unit
value.

ACCUMULATION VALUE--The sum of the Variable Accumulation Value, the Fixed
Accumulation Value, and the DCA Accumulation Value of a policy.

ALLOCATION ALTERNATIVES--The Investment Divisions of the Separate Account and
the Fixed Account.

ANNUITANT--The person whose life determines the Income Payments, and upon whose
death prior to the Annuity Commencement Date, benefits under the policy may be
paid.

ANNUITY COMMENCEMENT DATE--The date on which we are to make the first Income
Payment under the policy.

BENEFICIARY--The person or entity having the right to receive the death benefit
set forth in the policy and who is the "designated beneficiary" for purposes of
Section 72 of the Internal Revenue Code in the event of the Annuitant's or the
policy owner's death.

BUSINESS DAY--Generally, any day on which the New York Stock Exchange ("NYSE")
is open for trading. Our Business Day ends at 4:00 p.m. Eastern Time or the
closing of the NYSE, if earlier.

CREDIT--An amount we will apply to your Accumulation Value at the time of your
premium payments. The Credit is calculated as a percentage of each premium
payment and will never be less than 2 percent (the "Credit Rate"). The Credit
Rate applicable to a premium payment varies, depending on the total amount of
premium payments received under the policy. The Credit Rate schedule as of the
date of this prospectus is set forth on Page 22. With notice to you, in our sole
discretion, we may change both the Credit Rates and the total premium payment
brackets applicable to future premium payments under your policy.

DOLLAR COST AVERAGING ("DCA") ADVANTAGE PLAN ACCOUNT--The 6-month DCA account
used specifically for the DCA Advantage Plan.

DOLLAR COST AVERAGING ("DCA") ADVANTAGE PLAN--A feature which permits automatic
dollar cost averaging using the DCA Advantage Plan Account.

DOLLAR COST AVERAGING ("DCA") ACCUMULATION VALUE--The sum of premium payments
allocated to the DCA Advantage Plan Account, plus interest credited on those
premium payments, less any transfers and partial withdrawals from the DCA
Advantage Plan, and less any surrender charges and any policy service charges
that may already have been assessed from the DCA Advantage Plan. The DCA
Accumulation Value is supported by assets in NYLIAC's general account. These
assets are subject to the claims of our general creditors.

ELIGIBLE PORTFOLIOS ("PORTFOLIOS")--The mutual fund portfolios of the Funds that
are available for investment through the Investment Divisions of the Separate
Account.

FIXED ACCOUNT--An account that is credited with a fixed interest rate which
NYLIAC declares and is not part of the Separate Account. The Accumulation Value
of the Fixed Account is supported by assets in NYLIAC's general account, which
are subject to the claims of our general creditors.

FIXED ACCUMULATION VALUE--The sum of premium payments and transfers allocated to
the Fixed Account, plus interest credited on those premium payments and
transfers, less any transfers and partial withdrawals from the Fixed Account,
and less any surrender charges and policy service charges that may have already
been assessed from the Fixed Account.

INCOME PAYMENTS--Periodic payments NYLIAC makes after the Annuity Commencement
Date.

INVESTMENT DIVISION--The variable investment options available with the policy.
Each Investment Division invests exclusively in shares of a specified Eligible
Portfolio.

NON-QUALIFIED POLICIES--Policies that are not available for use in connection
with employee retirement plans that qualify for special federal income tax
treatment.

PAYMENT YEAR(S)--With respect to any premium payment, the year(s) beginning on
the date such premium payment is made to the policy.

                                        3
<PAGE>   5

POLICY ANNIVERSARY--An anniversary of the Policy Date shown on the Policy Data
Page.

POLICY DATA PAGE--Page 2 of the policy which contains the policy specifications.

POLICY DATE--The date from which we measure Policy Years, quarters, months and
Policy Anniversaries. It is shown on the Policy Data Page.

POLICY YEAR--A year starting on the Policy Date. Subsequent Policy Years begin
on each Policy Anniversary, unless otherwise indicated.

QUALIFIED POLICIES--Policies issued under employee retirement plans that qualify
for special federal income tax treatment.

SEPARATE ACCOUNT--NYLIAC Variable Annuity Separate Account-III, a segregated
asset account we established to receive and invest premium payments paid under
the policies. The Separate Account's Investment Divisions, in turn, purchase
shares of Eligible Portfolios.

VARIABLE ACCUMULATION VALUE--The sum of the products of the current Accumulation
Unit value(s) for each of the Investment Divisions multiplied by the number of
Accumulation Units held in the respective Investment Division.

                                        4
<PAGE>   6

                                   FEE TABLE
                  NYLIAC VARIABLE ANNUITY SEPARATE ACCOUNT-III
<TABLE>
<CAPTION>
                                                                                                                       MAINSTAY VP
                                                              MAINSTAY VP    MAINSTAY VP                               HIGH YIELD
                                                                CAPITAL         CASH       MAINSTAY VP   MAINSTAY VP    CORPORATE
                                                              APPRECIATION   MANAGEMENT    CONVERTIBLE   GOVERNMENT       BOND
                                                              ------------   -----------   -----------   -----------   -----------
<S>                                                           <C>            <C>           <C>           <C>           <C>
OWNER TRANSACTION EXPENSES
  Surrender Charge(as a % of amount withdrawn)..............  8% during Payment Years 1-4; 7% during Payment Year 5; 6% during
                                                              Payment Year 6; 5% during Payment Year 7; 4% during Payment Year 8;
                                                              and 0% thereafter.
  Transfer Fee..............................................  There is no transfer fee on the first 12 transfers in any Policy
                                                              Year. However, NYLIAC reserves the right to charge up to $30 for
                                                              each transfer in excess of 12 transfers per Policy Year.
  Annual Policy Service Charge..............................  $30 per policy for policies with less than $100,000 of Accumulation
                                                              Value.
  Investment Protection Plan Rider Charge (optional)........  Maximum annual charge of 1% of the amount that is guaranteed.
  Rider Risk Charge Adjustment (optional)...................  Maximum charge of 2% of the amount that is guaranteed for
                                                              cancellation of the Investment Protection Plan.
SEPARATE ACCOUNT ANNUAL EXPENSES
  (as a % of average account value) (including mortality and
    expense risk and administrative fees)...................     1.60%          1.60%         1.60%         1.60%         1.60%
FUND ANNUAL EXPENSES AFTER REIMBURSEMENT
  (as a % of average net assets for the fiscal year ended
    December 31, 1999)(a)
  Advisory Fees.............................................         %              %             %             %             %
  Administration Fees.......................................         %              %             %             %             %
  Other Expenses............................................         %              %             %             %             %
  Total Fund Annual Expenses................................         %              %             %             %             %

<CAPTION>

                                                               MAINSTAY VP
                                                              INTERNATIONAL
                                                                 EQUITY
                                                              -------------
<S>                                                           <C>
OWNER TRANSACTION EXPENSES
                                                              Payment Year
                                                              7; 4% during
                                                              Payment Year
                                                              8; and 0%
  Surrender Charge(as a % of amount withdrawn)..............  thereafter.
                                                              to charge up
                                                              to $30 for
                                                              each transfer
                                                              in excess of
                                                              12 transfers
                                                              per Policy
  Transfer Fee..............................................  Year.
  Annual Policy Service Charge..............................
  Investment Protection Plan Rider Charge (optional)........
                                                              Protection
  Rider Risk Charge Adjustment (optional)...................  Plan.
SEPARATE ACCOUNT ANNUAL EXPENSES
  (as a % of average account value) (including mortality and
    expense risk and administrative fees)...................      1.60%
FUND ANNUAL EXPENSES AFTER REIMBURSEMENT
  (as a % of average net assets for the fiscal year ended
    December 31, 1999)(a)
  Advisory Fees.............................................          %
  Administration Fees.......................................          %
  Other Expenses............................................          %
  Total Fund Annual Expenses................................          %
</TABLE>
<TABLE>
<CAPTION>

                                                              MAINSTAY VP                               MAINSTAY VP   MAINSTAY VP
                                                                 TOTAL      MAINSTAY VP   MAINSTAY VP     GROWTH        INDEXED
                                                                RETURN         VALUE         BOND         EQUITY        EQUITY
                                                              -----------   -----------   -----------   -----------   -----------
<S>                                                           <C>           <C>           <C>           <C>           <C>
OWNER TRANSACTION EXPENSES
  Surrender Charge (as a % of amount withdrawn).............  8% during Payment Years 1-4; 7% during Payment Year 5; 6% during
                                                              Payment Year 6; 5% during Payment Year 7; 4% during Payment Year 8;
                                                              and 0% thereafter.
  Transfer Fee..............................................  There is no transfer fee on the first 12 transfers in any Policy
                                                              Year. However, NYLIAC reserves the right to charge up to $30 for
                                                              each transfer in excess of 12 transfers per Policy Year.
  Annual Policy Service Charge..............................  $30 per policy for policies with less than $100,000 of Accumulation
                                                              Value.
  Investment Protection Plan Rider Charge (optional)........  Maximum annual charge of 1% of the amount that is guaranteed.
  Rider Risk Charge Adjustment (optional)...................  Maximum charge of 2% of the amount that is guaranteed for
                                                              cancellation of the Investment Protection Plan.
SEPARATE ACCOUNT ANNUAL EXPENSES
  (as a % of average account value) (including mortality and
    expense risk and administrative fees)...................     1.60%         1.60%         1.60%         1.60%         1.60%
FUND ANNUAL EXPENSES AFTER REIMBURSEMENT
  (as a % of average net assets for the fiscal year ended
    December 31, 1999)(a)
  Advisory Fees.............................................         %             %             %             %             %
  Administration Fees.......................................         %             %             %             %             %
  Other Expenses............................................         %             %             %             %             %
  Total Fund Annual Expenses................................         %             %             %             %             %

<CAPTION>
                                                               AMERICAN    DREYFUS
                                                               CENTURY      LARGE
                                                               INCOME &    COMPANY
                                                                GROWTH      VALUE
                                                               --------    -------
<S>                                                           <C>          <C>
OWNER TRANSACTION EXPENSES
                                                              Year 7; 4% during
                                                              Payment Year 8; and
  Surrender Charge (as a % of amount withdrawn).............  0% thereafter.
                                                              to charge up to $30
                                                              for each transfer in
                                                              excess of 12
                                                              transfers per Policy
  Transfer Fee..............................................  Year.
  Annual Policy Service Charge..............................
  Investment Protection Plan Rider Charge (optional)........
  Rider Risk Charge Adjustment (optional)...................  Protection Plan.
SEPARATE ACCOUNT ANNUAL EXPENSES
  (as a % of average account value) (including mortality and
    expense risk and administrative fees)...................    1.60%       1.60%
FUND ANNUAL EXPENSES AFTER REIMBURSEMENT
  (as a % of average net assets for the fiscal year ended
    December 31, 1999)(a)
  Advisory Fees.............................................        %           %
  Administration Fees.......................................        %           %
  Other Expenses............................................        %           %
  Total Fund Annual Expenses................................        %           %
</TABLE>

                                        5
<PAGE>   7

                             FEE TABLE--(CONTINUED)
                  NYLIAC VARIABLE ANNUITY SEPARATE ACCOUNT-III
<TABLE>
<CAPTION>
                                                                EAGLE
                                                                ASSET                        ALGER
                                                              MANAGEMENT   LORD ABBETT      AMERICAN      CALVERT     FIDELITY
                                                                GROWTH     DEVELOPING        SMALL         SOCIAL      VIP II
                                                                EQUITY       GROWTH      CAPITALIZATION   BALANCED   CONTRAFUND
                                                              ----------   -----------   --------------   --------   ----------
<S>                                                           <C>          <C>           <C>              <C>        <C>
OWNER TRANSACTION EXPENSES
  Surrender Charge (as a % of amount withdrawn).............  8% during Payment Years 1-4; 7% during Payment Year 5; 6% during
                                                              Payment Year 6; 5% during Payment Year 7; 4% during Payment Year
                                                              4; and 0% thereafter.
  Transfer Fee..............................................  There is no transfer fee on the first 12 transfers in any Policy
                                                              Year. However, NYLIAC reserves the right to charge up to $30 for
                                                              each transfer in excess of 12 transfers per Policy Year.
  Annual Policy Service Charge..............................  $30 per policy for policies with less than $100,000 of
                                                              Accumulation Value.
  Investment Protection Plan Rider Charge (optional)........  Maximum annual charge of 1% of the amount that is guaranteed.
  Rider Risk Charge Adjustment (optional)...................  Maximum charge of 2% of the amount that is guaranteed for
                                                              cancellation of the Investment Protection Plan.
SEPARATE ACCOUNT ANNUAL EXPENSES
  (as a % of average account value) (including mortality and
    expense risk and administrative fees)...................    1.60%         1.60%          1.60%         1.60%       1.60%
FUND ANNUAL EXPENSES AFTER REIMBURSEMENT
  (as a % of average net assets for the fiscal year ended
    December 31, 1999)(a)                                           %             %              %             %           %
  Advisory Fees.............................................        %             %
  Administration Fees.......................................        %             %              %             %           %
  Other Expenses............................................        %             %              %             %           %
  Total Fund Annual Expenses................................

<CAPTION>

                                                                              JANUS
                                                              FIDELITY VIP    ASPEN
                                                                EQUITY-       SERIES
                                                                 INCOME      BALANCED
                                                              ------------   --------
<S>                                                           <C>            <C>
OWNER TRANSACTION EXPENSES
                                                              Payment Year 7; 4%
                                                              during Payment Year 4;
  Surrender Charge (as a % of amount withdrawn).............  and 0% thereafter.
                                                              right to charge up to
                                                              $30 for each transfer
                                                              in excess of 12
                                                              transfers per Policy
  Transfer Fee..............................................  Year.
  Annual Policy Service Charge..............................
  Investment Protection Plan Rider Charge (optional)........
  Rider Risk Charge Adjustment (optional)...................  Protection Plan.
SEPARATE ACCOUNT ANNUAL EXPENSES
  (as a % of average account value) (including mortality and
    expense risk and administrative fees)...................     1.60%        1.60%
FUND ANNUAL EXPENSES AFTER REIMBURSEMENT
  (as a % of average net assets for the fiscal year ended
    December 31, 1999)(a)                                            %            %
  Advisory Fees.............................................
  Administration Fees.......................................         %            %
  Other Expenses............................................         %            %
  Total Fund Annual Expenses................................
</TABLE>

                                        6
<PAGE>   8
<TABLE>
<CAPTION>
                                                                                                            MORGAN
                                                                                                           STANLEY
                                                                                                             DEAN
                                                              JANUS ASPEN                                   WITTER
                                                                SERIES        MFS GROWTH         MFS       EMERGING   T. ROWE PRICE
                                                               WORLDWIDE     WITH INCOME      RESEARCH     MARKETS       EQUITY
                                                                GROWTH          SERIES         SERIES       EQUITY       INCOME
                                                              -----------    -----------      --------     --------   -------------
<S>                                                           <C>           <C>              <C>           <C>        <C>
OWNER TRANSACTION EXPENSES
  Surrender Charge (as a % of amount withdrawn).............  8% during Payment Years 1-4; 7% during Payment Year 5; 6% during
                                                              Payment Year 6; 5% during Payment Year 7; 4% during Payment Year 8;
                                                              and 0% thereafter.
  Transfer Fee..............................................  There is no transfer fee on the first 12 transfers in any Policy
                                                              Year. However, NYLIAC reserves the right to charge up to $30 for each
                                                              transfer in excess of 12 transfers per Policy Year.
  Annual Policy Service Charge..............................  $30 per policy for policies with less than $100,000 of Accumulation
                                                              Value.
  Investment Protection Plan Rider Charge (optional)........  Maximum annual charge of 1% of the amount that is guaranteed.
  Rider Risk Charge Adjustment (optional)...................  Maximum charge of 2% of the amount that is guaranteed for
                                                              cancellation of the Investment Protection Plan.
SEPARATE ACCOUNT ANNUAL EXPENSES
  (as a % of average account value) (including mortality and
    expense risk and administrative fees)...................     1.60%          1.60%           1.60%       1.60%         1.60%
FUND ANNUAL EXPENSES AFTER REIMBURSEMENT
  (as a % of average net assets for the fiscal year ended
    December 31, 1998)(a)
  Advisory Fees.............................................         %              %               %           %             %
  Administration Fees.......................................                                                    %
  Other Expenses............................................         %              %               %           %
  Total Fund Annual Expenses................................         %              %               %           %             %

<CAPTION>

                                                                VAN ECK
                                                               WORLDWIDE
                                                              HARD ASSETS
                                                              -----------
<S>                                                           <C>
OWNER TRANSACTION EXPENSES
                                                              Payment
                                                              Year 7; 4%
                                                              during
                                                              Payment
                                                              Year 8; and
                                                              0%
  Surrender Charge (as a % of amount withdrawn).............  thereafter.
                                                              right to
                                                              charge up
                                                              to $30 for
                                                              each
                                                              transfer in
                                                              excess of
                                                              12
                                                              transfers
                                                              per Policy
  Transfer Fee..............................................  Year.
  Annual Policy Service Charge..............................
  Investment Protection Plan Rider Charge (optional)........
                                                              Protection
  Rider Risk Charge Adjustment (optional)...................  Plan.
SEPARATE ACCOUNT ANNUAL EXPENSES
  (as a % of average account value) (including mortality and
    expense risk and administrative fees)...................     1.60%
FUND ANNUAL EXPENSES AFTER REIMBURSEMENT
  (as a % of average net assets for the fiscal year ended
    December 31, 1998)(a)
  Advisory Fees.............................................         %
  Administration Fees.......................................
  Other Expenses............................................         %
  Total Fund Annual Expenses................................         %
</TABLE>

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

<TABLE>
<C>  <S>
(a)  The Fund or its agents provided the fees and charges which
     are based on 1999 expenses and may reflect estimated
     changes. We have not verified the accuracy of the
     information.
</TABLE>

                                        7
<PAGE>   9

EXAMPLES(1)

     The table below will help you understand the various costs and expenses
that you will bear directly and indirectly. The table reflects charges and
expenses of the Separate Account and the Funds. However, the table does not
reflect any optional charges under the policy. Charges and expenses may be
higher or lower in future years. For more information on the charges reflected
in this table, see "Charges and Deductions" at page 26 and the Fund prospectuses
which accompany this Prospectus. NYLIAC may, where premium taxes are imposed by
state law, deduct premium taxes on surrender of the policy or on the Annuity
Commencement Date.

     You would pay the following expenses on a hypothetical $1,000 investment in
one of the Investment Divisions listed, assuming a 5% annual return on assets:

        1. If you surrender your policy at the end of the stated time period:

<TABLE>
<CAPTION>
                                                                          1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                                         --------   --------   --------   --------
                <S>                                                      <C>        <C>        <C>        <C>
                MainStay VP Capital Appreciation.......................  $          $          $          $
                MainStay VP Cash Management............................  $          $          $          $
                MainStay VP Convertible................................  $          $          $          $
                MainStay VP Government.................................  $          $          $          $
                MainStay VP High Yield Corporate Bond..................  $          $          $          $
                MainStay VP International Equity.......................  $          $          $          $
                MainStay VP Total Return...............................  $          $          $          $
                MainStay VP Value......................................  $          $          $          $
                MainStay VP Bond.......................................  $          $          $          $
                MainStay VP Growth Equity..............................  $          $          $          $
                MainStay VP Indexed Equity.............................  $          $          $          $
                American Century Income & Growth.......................  $          $          $          $
                Dreyfus Large Company Value............................  $          $          $          $
                Eagle Asset Management Growth Equity...................  $          $          $          $
                Lord Abbett Developing Growth..........................  $          $          $          $
                Alger American Small Capitalization....................  $          $          $          $
                Calvert Social Balanced................................  $          $          $          $
                Fidelity VIP Contrafund................................  $          $          $          $
                Fidelity VIP Equity-Income.............................  $          $          $          $
                Janus Aspen Series Balanced............................  $          $          $          $
                Janus Aspen Series Worldwide Growth....................  $          $          $          $
                MFS Growth With Income Series..........................  $          $          $          $
                MFS Research Series....................................  $          $          $          $
                Morgan Stanley Dean Witter Emerging Markets Equity.....  $          $          $          $
                T. Rowe Price Equity Income............................  $          $          $          $
                Van Eck Worldwide Hard Assets..........................  $          $          $          $
</TABLE>

        2. If you annuitize your policy at the end of the stated time period:

<TABLE>
                <S>                                                      <C>        <C>        <C>        <C>
                MainStay VP Capital Appreciation.......................  $          $          $          $
                MainStay VP Cash Management............................  $          $          $          $
                MainStay VP Convertible................................  $          $          $          $
                MainStay VP Government.................................  $          $          $          $
                MainStay VP High Yield Corporate Bond..................  $          $          $          $
                MainStay VP International Equity.......................  $          $          $          $
</TABLE>

- ------------
(1) For purposes of calculating these examples, we have expressed the annual
    policy service charge as an annual percentage of assets based on an
    estimated average size of policies having an Accumulation Value of less than
    $100,000. This calculation method reasonably reflects the annual policy
    service charge applicable to policies having an Accumulation Value of less
    than $100,000. The annual policy service charge does not apply to policies
    having an Accumulation Value of $100,000 or greater. The expenses shown,
    therefore, would be slightly lower if your policy's Accumulation Value is
    $100,000 or greater.

                                        8
<PAGE>   10

<TABLE>
<CAPTION>
                                                                          1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                                         --------   --------   --------   --------
                <S>                                                      <C>        <C>        <C>        <C>
                MainStay VP Total Return...............................  $          $          $          $
                MainStay VP Value......................................  $          $          $          $
                MainStay VP Bond.......................................  $          $          $          $
                MainStay VP Growth Equity..............................  $          $          $          $
                MainStay VP Indexed Equity.............................  $          $          $          $
                American Century Income & Growth.......................  $          $          $          $
                Dreyfus Large Company Value............................  $          $          $          $
                Eagle Asset Management Growth Equity...................  $          $          $          $
                Lord Abbett Developing Growth..........................  $          $          $          $
                Alger American Small Capitalization....................  $          $          $          $
                Calvert Social Balanced................................  $          $          $          $
                Fidelity VIP Contrafund................................  $          $          $          $
                Fidelity VIP Equity-Income.............................  $          $          $          $
                Janus Aspen Series Balanced............................  $          $          $          $
                Janus Aspen Series Worldwide Growth....................  $          $          $          $
                MFS Growth With Income Series..........................  $          $          $          $
                MFS Research Series....................................  $          $          $          $
                Morgan Stanley Dean Witter Emerging Markets Equity.....  $          $          $          $
                T. Rowe Price Equity Income............................  $          $          $          $
                Van Eck Worldwide Hard Assets..........................  $          $          $          $
</TABLE>

        3. If you do not surrender your policy:

<TABLE>
                <S>                                                      <C>        <C>        <C>        <C>
                MainStay VP Capital Appreciation.......................  $          $          $          $
                MainStay VP Cash Management............................  $          $          $          $
                MainStay VP Convertible................................  $          $          $          $
                MainStay VP Government.................................  $          $          $          $
                MainStay VP High Yield Corporate Bond..................  $          $          $          $
                MainStay VP International Equity.......................  $          $          $          $
                MainStay VP Total Return...............................  $          $          $          $
                MainStay VP Value......................................  $          $          $          $
                MainStay VP Bond.......................................  $          $          $          $
                MainStay VP Growth Equity..............................  $          $          $          $
                MainStay VP Indexed Equity.............................  $          $          $          $
                American Century Income & Growth.......................  $          $          $          $
                Dreyfus Large Company Value............................  $          $          $          $
                Eagle Asset Management Growth Equity...................  $          $          $          $
                Lord Abbett Developing Growth..........................  $          $          $          $
                Alger American Small Capitalization....................  $          $          $          $
                Calvert Social Balanced................................  $          $          $          $
                Fidelity VIP Contrafund................................  $          $          $          $
                Fidelity VIP Equity-Income.............................  $          $          $          $
                Janus Aspen Series Balanced............................  $          $          $          $
                Janus Aspen Series Worldwide Growth....................  $          $          $          $
                MFS Growth With Income Series..........................  $          $          $          $
                MFS Research Series....................................  $          $          $          $
                Morgan Stanley Dean Witter Emerging Markets Equity.....  $          $          $          $
                T. Rowe Price Equity Income............................  $          $          $          $
                Van Eck Worldwide Hard Assets..........................  $          $          $          $
</TABLE>

THESE EXAMPLES SHOULD NOT BE CONSIDERED REPRESENTATIONS OF PAST OR FUTURE
PERFORMANCE OR EXPENSES. THE ACTUAL EXPENSES PAID OR PERFORMANCE ACHIEVED MAY BE
GREATER OR LESS THAN THOSE SHOWN.

                                        9
<PAGE>   11

       QUESTIONS AND ANSWERS ABOUT MAINSTAY PREMIUM PLUS VARIABLE ANNUITY

     NOTE:  THE FOLLOWING SECTION CONTAINS BRIEF QUESTIONS AND ANSWERS ABOUT
MAINSTAY PREMIUM PLUS VARIABLE ANNUITY. YOU SHOULD REFER TO THE BODY OF THIS
PROSPECTUS FOR MORE DETAILED INFORMATION.

1. WHAT IS MAINSTAY PREMIUM PLUS VARIABLE ANNUITY?

     A Mainstay Premium Plus Variable Annuity is a Flexible Premium Deferred
Variable Retirement Annuity policy issued by NYLIAC. Premiums paid will receive
a Credit according to the Credit Rate schedule then in effect. (See "Credit" at
page 22.) You may allocate premium payments to one or more of the Investment
Divisions of the Separate Account, or to the Fixed Account. In addition, in
states where approved, you may also allocate premium payments to the DCA
Advantage Plan Account. The Accumulation Value will fluctuate according to the
performance of the Investment Divisions selected, the daily deduction of the
Separate Account charges, and the interest credited on amounts in the Fixed
Account and the DCA Account.

2. WHERE CAN I ALLOCATE MY PREMIUM PAYMENT?

     (a) You can allocate your premium payments to one or more of the following
Allocation Alternatives:

        (i) SEPARATE ACCOUNT

             The Separate Account currently consists of twenty-six Investment
        Divisions. They are listed on the first page of this Prospectus. When
        you allocate a premium payment to one of the Investment Divisions, the
        Separate Account will invest your premium payment exclusively in shares
        of the corresponding Eligible Portfolio of the relevant Fund.

        (ii) FIXED ACCOUNT

             Each premium payment, or the portion of any premium payment, you
        allocate to the Fixed Account will reflect a guaranteed interest rate.
        (See "The Fixed Account" at page 36.)

     (b) In states where approved, you can also allocate your premium payments
to the DCA Advantage Plan. The DCA Advantage Plan consists of a 6-month DCA
Advantage Plan Account. NYLIAC will credit interest to amounts held in the DCA
Advantage Plan Account at rates we have set in advance. The DCA Advantage Plan
allows you to set up automatic dollar cost averaging from the DCA Advantage Plan
Account into the Investment Divisions and/or the Fixed Account. (See "DCA
Advantage Plan" at page 24.) You should check with your registered
representative to determine if the DCA Advantage Plan has been approved in your
state.

3. CAN I MAKE TRANSFERS AMONG THE INVESTMENT DIVISIONS AND THE FIXED ACCOUNT?

     You can transfer all or part of the Accumulation Value of your policy
between the Investment Divisions or from the Investment Divisions to the Fixed
Account at least 30 days before the Annuity Commencement Date. Generally, you
can transfer a minimum amount of $500, unless we agree otherwise. You can make
unlimited transfers each Policy Year. We currently do not charge for transfers.
However, we reserve the right to charge up to $30 for each transfer after the
first twelve in a given Policy Year. (See "Transfers" at page 35.)

     You can make transfers from the Fixed Account and the DCA Advantage Plan
Account, although certain restrictions may apply. (See "The Fixed Account" at
page 35 and "The DCA Advantage Plan Accounts" at page 36). In addition, you can
request transfers through the traditional Dollar Cost Averaging, Automatic Asset
Reallocation, or Interest Sweep options described at pages 23 and 24 of this
Prospectus.

4. WHAT CHARGES ARE ASSESSED AGAINST THE POLICY?

     Before the date we start making Income Payments to you, we will deduct a
policy service charge on each Policy Anniversary or upon surrender of the policy
if on that date the Accumulation Value is below $100,000. This charge will be
the lesser of $30 or 2% of the Accumulation Value at the end of the Policy Year
or on the date of surrender. In addition, we deduct a daily charge for certain
mortality and expense risks NYLIAC assumes and for policy administration
expenses. This charge, on an annual basis is 1.6% of the average net asset value
of the Separate Account. (See "Separate Account Charges" at page 28.)

     We impose a surrender charge on certain partial withdrawals or surrenders
of the policies based on the amount of premium payments made. This charge is
assessed as a percentage of the amount withdrawn during the first eight Payment
Years following each premium payment. We keep track of each premium payment and

                                       10
<PAGE>   12

assess a charge based on the length of time a premium payment is in your policy
before it is withdrawn. The percentage declines after the first four Payment
Years as follows:

<TABLE>
<CAPTION>
                                                              SURRENDER
                        PAYMENT YEAR                           CHARGE
                        ------------                          ---------
<S>                                                           <C>
1...........................................................     8%
2...........................................................     8%
3...........................................................     8%
4...........................................................     8%
5...........................................................     7%
6...........................................................     6%
7...........................................................     5%
8...........................................................     4%
9+..........................................................     0%
</TABLE>

     For purposes of calculating the surrender charge, we treat withdrawals as
coming from the oldest premium payment first (on a first-in, first-out basis).

     You can make withdrawals from the policy free of surrender charges based on
certain limitations. In any one Policy Year, you may withdraw free of a
surrender charge the greater of (a) up to 10% of the Accumulation Value at the
time of withdrawal or (b) the Accumulation Value of the policy less the
accumulated premium payments. (See "Surrender Charges" at page 27 and
"Exceptions to Surrender Charges" at page 27.)

     If you selected the Investment Protection Plan (in states where available),
we will deduct a charge on each policy quarter, based on the amount that is
guaranteed. (See "Other Charges--Investment Protection Plan Rider Charge" at
page 27). The maximum annual charge for this feature is 1% of the amount that is
guaranteed. We may deduct a charge from your Accumulation Value if you cancel
the Investment Protection Plan. We call this charge a Rider Risk Charge
Adjustment. (See "Other Charges--Rider Risk Charge Adjustment" at page 28). The
maximum Rider Risk Charge Adjustment is 2% of the amount that is guaranteed. We
set both of these charges at our sole discretion, subject to the stated
maximums. You should consult with your registered representative to determine
the percentages we are currently charging before you select the Investment
Protection Plan. We will not increase either of these charges after the date the
rider becomes effective for the Investment Protection Plan.

     Finally, the value of the shares of each Fund reflects advisory fees,
administration fees and other expenses deducted from the assets of each Fund.
(See the Fund prospectuses which are attached to this Prospectus.)

5. WHAT ARE THE MINIMUM INITIAL AND MAXIMUM ADDITIONAL PREMIUM PAYMENTS?

     Unless we permit otherwise, the minimum initial premium payment is $2,000
for Qualified Policies and $5,000 for Non-Qualified Policies. You can make
additional premium payments of at least $2,000 for Qualified Policies and $5,000
for Non-Qualified Policies or such lower amount as we may permit at any time.
You have a choice of sending premium payments directly to NYLIAC or through
pre-authorized monthly deductions from banks, credit unions or similar accounts.
We may agree to other methods of payment. The maximum aggregate amount of
premium payments we accept is $1,000,000 without prior approval. For Qualified
Policies, you may not make premium payments in excess of the amount permitted by
law for the plan.

6. HOW ARE PREMIUM PAYMENTS ALLOCATED?

     In states where approved, we will allocate the initial premium payment
immediately to the Investment Divisions, Fixed Account and the DCA Advantage
Plan Account you have selected. Otherwise, except for premium payments or
portions of premium payments applied to the Fixed Account and the DCA Advantage
Plan Account, we will hold the initial premium payment in the MainStay VP Cash
Management Division for 15 days after we issue the policy. At the end of this
period, we will allocate the premium payment to the Investment Divisions you
have selected. We will apply initial premium payments allocated to the Fixed
Account or the DCA Advantage Plan Account immediately. We will allocate the
Credit on your premium payment to the Allocation Alternatives and the DCA
Advantage Plan Account at the same time and in the same proportions that we
allocate your premium payment. Please check with your registered representative
to determine how we will allocate the initial premium payment under your policy.

                                       11
<PAGE>   13

     You may allocate the initial premium payment in a maximum of 18 Allocation
Alternatives and the DCA Advantage Plan Account inclusively. (See "Automatic
Asset Reallocation" at page 25.) Moreover, you may raise or lower the
percentages (which must be in whole numbers) of the premium payment you place in
each Allocation Alternative at the time you make a premium payment. The minimum
amount which you may place in any one Allocation Alternative is $100, or such
lower amount as we may permit. The minimum amount which you may place in the DCA
Advantage Plan Account is $5,000. We reserve the right to limit the amount of a
premium payment that may be placed in any one Allocation Alternative and/or the
DCA Advantage Plan Account and the number of Allocation Alternatives and the DCA
Advantage Plan Account inclusively to which you allocate your Accumulation
Value.

7. WHAT HAPPENS IF PREMIUM PAYMENTS ARE NOT MADE?

     If we do not receive any premium payments for a period of two years, and
both the Accumulation Value of your policy and your total premium payments less
any withdrawals and surrender charges are less than $2,000, we reserve the right
to terminate your policy. We will notify you of our intention to exercise this
right and give you 90 days to make a premium payment. If we terminate your
policy, we will pay you the Accumulation Value of your policy in one lump sum.

8. CAN I WITHDRAW MONEY FROM THE POLICY BEFORE THE ANNUITY COMMENCEMENT DATE?

     You may make withdrawals from your policy before the Annuity Commencement
Date and while the Annuitant is alive. Your withdrawal request must be in a form
that is acceptable to us. Under most circumstances, you may make a minimum
partial withdrawal of $500. Withdrawals may be subject to a surrender charge. In
addition, you may have to pay income tax and a 10% penalty tax may apply if you
are under age 59 1/2. (See "Distributions Under the Policy" at page 29 and
"Federal Tax Matters" at page 37.)

9. HOW WILL NYLIAC MAKE INCOME PAYMENTS ON THE ANNUITY COMMENCEMENT DATE?

     We will make Income Payments on a fixed basis. We do not currently offer a
variable income payment option. We will make payments under the Life Income
Payment Option over the life of the Annuitant with a guarantee of 10 years of
payments, even if the Annuitant dies sooner. Income Payments will always be the
same specified amount. (See "Income Payments" at page 32.) We may offer other
options, at our discretion, where permitted by state law.

10. WHAT HAPPENS IF I DIE OR THE ANNUITANT DIES BEFORE THE ANNUITY COMMENCEMENT
    DATE?

     If you or the Annuitant dies before the Annuity Commencement Date, we will
pay the Beneficiary under the policy an amount equal to the greatest of:

        (a) the Accumulation Value, less any outstanding loan balance, less
            Credit amounts applied within the 12 months immediately preceding
            death,

        (b) the sum of all premium payments made, less any outstanding loan
            balance, partial withdrawals, and surrender charges previously
            imposed, or

        (c) the "reset value" (as described on page 31 of this Prospectus) plus
            any additional premium payments made since the most recent "reset
            date," less any outstanding loan balance, proportional withdrawals,
            applicable surrender charges since the most recent "reset date", and
            Credit amounts applied within the 12 months immediately preceding
            death.

     If the Beneficiary is the spouse of the Annuitant or the owner, see
Question 11. (Also see "Death Before Annuity Commencement" at page 31 and
"Federal Tax Matters" at page 37.)

11. WHAT HAPPENS IF MY SPOUSE IS THE BENEFICIARY?

     If you are the owner and Annuitant and you die before the Annuity
Commencement Date, your spouse may continue the policy as the new owner and
Annuitant if he/she is also the sole Beneficiary (for Non-Qualified, IRA, Roth
IRA, TSA or SEP policies only). If your spouse chooses to continue the policy,
we will not pay the death benefit proceeds as a consequence of your death, or
the Annuitant's death.

12. CAN I RETURN THE POLICY AFTER IT IS DELIVERED?

     You can cancel the policy by returning it to us, or to the registered
representative through whom you purchased it, within 10 days of delivery of the
policy or such longer period as required under state law. In states where
approved, you will receive the policy's Accumulation Value on the date we
receive the policy less the

                                       12
<PAGE>   14

Credit applied, but without any deduction for premium taxes or a surrender
charge. This amount may be more or less than your premium payments. Otherwise,
you will receive from us the greater of (i) the initial premium payment less any
prior partial withdrawals or (ii) the Accumulation Value on the date we receive
the policy less the Credit applied, but without any deduction for premium taxes
or a surrender charge. We will set forth the provision in your policy.

13. WHAT ABOUT VOTING RIGHTS?

     You can instruct NYLIAC how to vote shares of the Funds in which you have a
voting interest through the Separate Account. (See "Voting Rights" at page 39.)

14. HOW WILL NYLIAC CALCULATE INVESTMENT PERFORMANCE OF THE SEPARATE ACCOUNT?

     YIELDS.  The yield of the MainStay VP Cash Management Investment Division
refers to the annualized income generated by an investment in that Investment
Division over a specified seven-day period. In calculating the yield, we assume
that the income generated for that seven-day period is generated each seven-day
period over a 52-week period. The current yield is shown as a percentage of the
investment. The effective yield is calculated similarly but, when annualized,
the income earned in the Cash Management Investment Division is assumed to be
reinvested. The effective yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment. For the seven-day period
ended December 31, 1999, the MainStay VP Cash Management Investment Division's
yield and effective yield were [4.05% and 4.13%,] respectively.

     The yield of the MainStay VP Government, MainStay VP High Yield Corporate
Bond or MainStay VP Bond Investment Divisions refers to the annualized income
generated in that Investment Division over a specified thirty-day period. In
calculating the yield, we assume that the income generated by the investment
during that thirty-day period is generated each thirty-day period over a
12-month period. The current yield is shown as a percentage of the investment.
For the 30-day period ended December 31, 1999, the annualized yields for the
MainStay VP Government, MainStay VP High Yield Corporate Bond and MainStay VP
Bond Investment Divisions were [3.38%, 7.52% and 3.86%,] respectively.

     The yield calculations do not reflect the effect of any surrender charge
that may be applicable to a particular policy. To the extent that the surrender
charge is applicable to a particular policy, the yield of that policy will be
reduced. Past performance is no indication of future performance. For additional
information regarding the yields described above, please refer to the Statement
of Additional Information.

     TOTAL RETURN CALCULATIONS.  The following tables present performance data
for each of the Investment Divisions for periods ending December 31, 1999. The
average annual total return (if surrendered) data reflect all Separate Account
and Fund annual expenses shown in the Fee Table on pages 5 through 7. The
average annual total return (if surrendered) figures assume that the policy is
surrendered at the end of the periods shown. The annual policy service charge,
which is charged to policies with an Accumulation Value of less than $100,000,
is not reflected. This fee, if applicable, would reduce the rates of return. The
average annual total return (no surrenders) does not reflect the deduction of
any surrender charges. All rates of return include the reinvestment of
investment income, including interest and dividends, but do not include any
Credits applied.

     Certain Portfolios existed prior to the date that they were added to an
Investment Division of the Separate Account. For periods prior to an Investment
Division's inception date, the performance of the Investment Division was
derived from the performance of the corresponding Portfolios, as modified to
reflect the Separate Account and Fund annual expenses as if the policy had been
available during the periods shown. The results shown are not an estimate or
guarantee of future investment performance for the Investment Divisions.

                                       13
<PAGE>   15

                          AVERAGE ANNUAL TOTAL RETURN
                     (FOR PERIODS ENDED DECEMBER 31, 1999)

<TABLE>
<CAPTION>
                                                                                                                 MAINSTAY VP
                                               MAINSTAY VP     MAINSTAY VP                                       HIGH YIELD
                                                 CAPITAL          CASH        MAINSTAY VP     MAINSTAY VP         CORPORATE
           INVESTMENT DIVISIONS:               APPRECIATION    MANAGEMENT     CONVERTIBLE      GOVERNMENT           BOND
           ---------------------               ------------    -----------    -----------     -----------        -----------
         PORTFOLIO INCEPTION DATE:             1/29/93         1/29/93        10/1/96         1/29/93            5/1/95
- -------------------------------------------
<CAPTION>
    INVESTMENT DIVISION INCEPTION DATE:
    -----------------------------------           5/1/95         5/1/95         10/1/96          5/1/95            5/1/95
<S>                                            <C>             <C>            <C>            <C>               <C>
<S>                                            <C>             <C>            <C>            <C>               <C>
AVERAGE ANNUAL TOTAL RETURN (IF SURRENDERED)
1 Year.....................................            %               %              %               %                  %
3 Year.....................................            %               %                              %                  %
5 Year.....................................            %               %                              %
10 Year....................................
Since Portfolio Inception..................            %               %              %               %                  %
Since Investment Division Inception........            %               %              %               %                  %
AVERAGE ANNUAL TOTAL RETURN (NO SURRENDERS)
1 Year.....................................            %               %              %               %                  %
3 Year.....................................            %               %                              %                  %
5 Year.....................................            %               %                              %
10 Year....................................
Since Portfolio Inception..................            %               %              %               %                  %
Since Investment Division Inception........            %               %              %               %                  %
</TABLE>

<TABLE>
<CAPTION>

                                               EAGLE ASSET
                                               MANAGEMENT     LORD ABBETT      CALVERT      ALGER AMERICAN
                                                 GROWTH       DEVELOPING       SOCIAL           SMALL         FIDELITY VIP II
           INVESTMENT DIVISIONS:                 EQUITY         GROWTH        BALANCED      CAPITALIZATION      CONTRAFUND
           ---------------------                 ------       -----------     --------      --------------    ---------------
         PORTFOLIO INCEPTION DATE:              5/1/98         5/1/98         9/2/86         9/20/88            1/3/95
- -------------------------------------------
<CAPTION>
    INVESTMENT DIVISION INCEPTION DATE:
    -----------------------------------          5/1/98         5/1/98         5/1/95          10/1/96            10/1/96
<S>                                            <C>            <C>            <C>            <C>               <C>
<S>                                            <C>            <C>            <C>            <C>               <C>
AVERAGE ANNUAL TOTAL RETURN (IF SURRENDERED)
1 Year.....................................                                          %               %                  %
3 Year.....................................                                          %               %                  %
5 Year.....................................                                          %               %
10 Year....................................                                          %               %
Since Portfolio Inception..................            %              %              %               %                  %
Since Investment Division Inception........            %              %              %               %                  %
AVERAGE ANNUAL TOTAL RETURN (NO SURRENDERS)
1 Year.....................................                                          %               %                  %
3 Year.....................................                                          %               %                  %
5 Year.....................................                                          %               %
10 Year....................................                                          %               %
Since Portfolio Inception..................            %              %              %               %                  %
Since Investment Division Inception........            %              %              %               %                  %
</TABLE>

                                       14
<PAGE>   16

<TABLE>
<CAPTION>
                                                                                                    AMERICAN        DREYFUS
        MAINSTAY VP     MAINSTAY VP                                  MAINSTAY VP    MAINSTAY VP      CENTURY         LARGE
       INTERNATIONAL       TOTAL       MAINSTAY VP    MAINSTAY VP      GROWTH         INDEXED       INCOME &        COMPANY
          EQUITY          RETURN          VALUE          BOND          EQUITY         EQUITY         GROWTH          VALUE
       -------------    -----------    -----------    -----------    -----------    -----------     --------        -------
        5/1/95          1/29/93         5/1/95        1/23/84        1/23/84        1/29/93         5/1/98         5/1/98
<CAPTION>
          5/1/95          5/1/95         5/1/95         5/1/95         5/1/95         5/1/95         5/1/98         5/1/98
<S>    <C>              <C>            <C>            <C>            <C>            <C>            <C>            <C>
<S>    <C>              <C>            <C>            <C>            <C>            <C>            <C>            <C>
                %               %              %              %              %              %
                %               %              %              %              %              %
                                %                             %              %              %
                                                              %              %
                %               %              %              %              %              %              %              %
                %               %              %              %              %              %              %              %
                %               %              %              %              %              %
                %               %              %              %              %              %
                                %                             %              %              %
                                                              %              %
                %               %              %              %              %              %              %              %
                %               %              %              %              %              %              %              %
</TABLE>

<TABLE>
<CAPTION>
                                                                                      MORGAN
                                                                                      STANLEY
                                                                                       DEAN
                                       JANUS ASPEN        MFS                         WITTER         T. ROWE
       FIDELITY VIP     JANUS ASPEN      SERIES         GROWTH           MFS         EMERGING         PRICE         VAN ECK
          EQUITY-         SERIES        WORLDWIDE     WITH INCOME     RESEARCH        MARKETS        EQUITY        WORLDWIDE
          INCOME         BALANCED        GROWTH         SERIES         SERIES         EQUITY         INCOME       HARD ASSETS
       ------------     -----------    -----------    -----------     --------       --------        -------      -----------
        10/9/86         9/13/93        9/13/93        10/9/95        7/26/95        10/1/96        3/31/94         9/1/89
<CAPTION>
          10/1/96         10/1/96        10/1/96        5/1/98         5/1/98         10/1/96        5/1/98         5/1/98
<S>    <C>              <C>            <C>            <C>            <C>            <C>            <C>            <C>
<S>    <C>              <C>            <C>            <C>            <C>            <C>            <C>            <C>
                %               %              %              %              %              %              %              %
                %               %              %              %              %                             %              %
                %               %              %                                                                          %
                %
                %               %              %              %              %              %              %              %
                %               %              %              %              %              %              %              %
                %               %              %              %              %              %              %              %
                %               %              %              %              %                             %              %
                %               %              %                                                                          %
                %
                %               %              %              %              %              %              %              %
                %               %              %              %              %              %              %              %
</TABLE>

                                       15
<PAGE>   17

     For additional information regarding the total return calculations
described above, you should refer to the Statement of Additional Information.

16. ARE POLICY LOANS AVAILABLE?

     If you have purchased your policy in connection with a tax-sheltered
annuity "TSA" (Section 403(b)) plan, you may be able to borrow some of your
Accumulation Value subject to certain conditions. (See "Loans" at page 32.)

17. HOW DO I CONTACT MAINSTAY ANNUITIES OR NYLIAC?

<TABLE>
<S>               <C>                             <C>
REGULAR MAIL      MainStay Annuities
                  P.O. Box 13886
                  Newark, NJ 07188-0886
EXPRESS MAIL      MainStay Annuities (Box 13886)
                  300 Harmon Meadow Boulevard
                  3rd Floor
                  Secaucus, NJ 07094
CUSTOMER SERVICE  (800) 762-6212
AND UNIT VALUES
</TABLE>

                              FINANCIAL STATEMENTS

     The audited financial statements of NYLIAC (including the auditor's report)
for the fiscal years ended December 31, 1999, 1998 and 1997 are included in the
Statement of Additional Information. As of the date of this prospectus, the sale
of MainStay Premium Plus policies had not begun. Therefore, no financial
statements for the Separate Account are presented.

                                       16
<PAGE>   18

                        CONDENSED FINANCIAL INFORMATION

     The following Accumulation Unit values and the number of Accumulation Units
outstanding for each Investment Division for each fiscal year ended December 31
presented below have been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report on the related financial statements appears in the
Statement of Additional Information. Values and units shown are for full year
periods, except where indicated. This information should be read in conjunction
with the Separate Account financial statements and notes thereto which appear in
the Statement of Additional Information.
<TABLE>
<CAPTION>

                                      MAINSTAY VP                           MAINSTAY VP                       MAINSTAY VP
                                 CAPITAL APPRECIATION                     CASH MANAGEMENT                     CONVERTIBLE
                          -----------------------------------   ------------------------------------   -------------------------
                           1998     1997     1996     1995(A)    1998      1997     1996     1995(A)    1998     1997    1996(B)
                          ------   ------   -------   -------   -------   ------   -------   -------   ------   ------   -------
<S>                       <C>      <C>      <C>       <C>       <C>       <C>      <C>       <C>       <C>      <C>      <C>
Accumulation Unit value
 (beginning of
 period)................  $16.95   $13.92   $11.89    $10.00    $  1.10   $ 1.06   $ 1.03    $ 1.00    $11.78   $10.35   $10.00
Accumulation Unit value
 (end of period)........  $23.09   $16.95   $13.92    $11.89    $  1.14   $ 1.10   $ 1.06    $ 1.03    $12.14   $11.78   $10.35
Number of units
 outstanding
 (in 000s) (end of
 period)................  15,940   11,001    6,949       951    105,842   43,157   32,709    13,190     3,139    2,205    1,250

<CAPTION>
                                                                            MAINSTAY VP
                                      MAINSTAY VP                           HIGH YIELD
                                      GOVERNMENT                          CORPORATE BOND
                          -----------------------------------   -----------------------------------
                           1998     1997     1996     1995(A)    1998     1997     1996     1995(A)
                          ------   ------   -------   -------   ------   ------   -------   -------
<S>                       <C>      <C>      <C>       <C>       <C>      <C>      <C>       <C>
Accumulation Unit value
 (beginning of
 period)................  $11.51   $10.66   $10.57    $10.00    $13.95   $12.52   $10.83    $10.00
Accumulation Unit value
 (end of period)........  $12.37   $11.51   $10.66    $10.57    $14.12   $13.95   $12.52    $10.83
Number of units
 outstanding
 (in 000s) (end of
 period)................   3,208    1,103      855       178    21,960   14,577    6,539       648

<CAPTION>

                                      MAINSTAY VP
                                 INTERNATIONAL EQUITY
                          -----------------------------------
                           1998     1997     1996     1995(a)
                          ------   ------   -------   -------
<S>                       <C>      <C>      <C>       <C>
Accumulation Unit value
 (beginning of
 period)................  $12.32   $11.88   $10.90    $10.00
Accumulation Unit value
 (end of period)........  $14.95   $12.32   $11.88    $10.90
Number of units
 outstanding
 (in 000s) (end of
 period)................   1,012      932      692        67
</TABLE>
<TABLE>
<CAPTION>

                                     MAINSTAY VP                          MAINSTAY VP                     MAINSTAY VP
                                     TOTAL RETURN                            VALUE                            BOND
                          ----------------------------------   ----------------------------------   ------------------------
                           1998     1997     1996    1995(A)    1998     1997     1996    1995(A)    1998     1997     1996
                          ------   ------   ------   -------   ------   ------   ------   -------   ------   ------   ------
<S>                       <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>      <C>
Accumulation Unit value
 (beginning of
 period)................  $14.58   $12.55   $11.36   $10.00    $16.67   $13.76   $11.32   $10.00    $11.50   $10.64   $10.57
Accumulation Unit value
 (end of period)........  $18.28   $14.58   $12.55   $11.36    $15.76   $16.67   $13.76   $11.32    $12.37   $11.50   $10.64
Number of units
 outstanding
 (in 000s) (end of
 period)................  11,136    7,629    5,154      665    10,004    7,236    3,377      432     4,993    1,981    1,193

<CAPTION>
                                                                                                                   AMERICAN
                                                                                                                   CENTURY
                             MAINSTAY VP            MAINSTAY VP                          MAINSTAY VP                INCOME
                               BOND                GROWTH EQUITY                        INDEXED EQUITY             & GROWTH
                             ---------   ----------------------------------   ----------------------------------   --------
                               1995(A)    1998     1997     1996    1995(A)    1998     1997     1996    1995(A)   1998(C)
                               -------   ------   ------   ------   -------   ------   ------   ------   -------   --------
<S>                            <C>       <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>       <C>
Accumulation Unit value
 (beginning of
 period)................       $10.00    $17.52   $14.01   $11.42   $10.00    $18.30   $13.97   $11.58   $10.00     $10.00
Accumulation Unit value
 (end of period)........       $10.57    $21.87   $17.52   $14.01   $11.42    $23.19   $18.30   $13.97   $11.58     $10.86
Number of units
 outstanding
 (in 000s) (end of
 period)................          173     8,239    4,979    2,276      241    17,575    9,982    4,327      358      2,263

<CAPTION>
                          DREYFUS   EAGLE ASSET                           ALGER
                           LARGE    MANAGEMENT    LORD ABBETT           AMERICAN
                          COMPANY     GROWTH      DEVELOPING              SMALL
                           VALUE      EQUITY        GROWTH           CAPITALIZATION
                          -------   -----------   -----------   -------------------------
                          1998(C)     1998(C)       1998(C)      1998     1997    1996(b)
                          -------   -----------   -----------   ------   ------   -------
<S>                       <C>       <C>           <C>           <C>      <C>      <C>
Accumulation Unit value
 (beginning of
 period)................  $10.00      $10.00        $10.00      $10.51   $ 9.57   $10.00
Accumulation Unit value
 (end of period)........  $10.19      $11.68        $ 9.12      $11.97   $10.51   $ 9.57
Number of units
 outstanding
 (in 000s) (end of
 period)................   1,629       1,408         1,573       1,904    1,060      125
</TABLE>
<TABLE>
<CAPTION>

                                                                                                                       JANUS
                                       CALVERT                      FIDELITY VIP II              FIDELITY VIP          ASPEN SERIES
                                   SOCIAL BALANCED                    CONTRAFUND                 EQUITY-INCOME         BALANCED
                          ----------------------------------   -------------------------   -------------------------   ------
                           1998     1997     1996    1995(A)    1998     1997    1996(B)    1998     1997    1996(B)    1998
                          ------   ------   ------   -------   ------   ------   -------   ------   ------   -------   ------
<S>                       <C>      <C>      <C>      <C>       <C>      <C>      <C>       <C>      <C>      <C>       <C>
Accumulation Unit value
 (beginning of
 period)................  $14.76   $12.46   $11.22   $10.00    $13.01   $10.63   $10.00    $13.20   $10.45   $10.00    $12.32
Accumulation Unit value
 (end of period)........  $16.92   $14.76   $12.46   $11.22    $16.68   $13.01   $10.63    $14.53   $13.20   $10.45    $16.32
Number of units
 outstanding
 (in 000s) (end of
 period)................     594      282      123       17     7,022    3,079      241     5,850    2,267      149     6,418

<CAPTION>
                                                       JANUS                                           MORGAN STANLEY
                               JANUS               ASPEN SERIES          MFS GROWTH      MFS            DEAN WITTER
                          ASPEN SERIES
                            BALANCED
                          ----------------   -------------------------   -----------   --------   ------------------------
                           1997    1996(B)    1998     1997    1996(B)     1998(C)     1998(C)    1998     1997    1996(B)
                          ------   -------   ------   ------   -------   -----------   --------   -----   ------   -------
<S>                       <C>      <C>       <C>      <C>      <C>       <C>           <C>        <C>     <C>      <C>
Accumulation Unit value
 (beginning of
 period)................  $10.24   $10.00    $12.48   $10.36   $10.00      $10.00       $10.00    $9.89   $10.00   $10.00
Accumulation Unit value
 (end of period)........  $12.32   $10.24    $15.86   $12.48   $10.36      $10.57       $10.83    $7.40   $ 9.89   $10.00
Number of units
 outstanding
 (in 000s) (end of
 period)................   2,043      125     7,855    4,392      269         435          252      841      827       80

<CAPTION>

                                             VAN ECK
                          T. ROWE PRICE     WORLDWIDE
                          EQUITY INCOME    HARD ASSETS
                          -------------   --------------
                             1998(C)         1998(c)
                          -------------   --------------
<S>                       <C>             <C>
Accumulation Unit value
 (beginning of
 period)................     $10.00           $10.00
Accumulation Unit value
 (end of period)........     $10.13           $ 8.02
Number of units
 outstanding
 (in 000s) (end of
 period)................        995               53
</TABLE>

- ------------
(a) For the period May 1, 1995 (commencement of operations) through December 31,
    1995.
(b) For the period October 1, 1996 (commencement of operations) through December
    31, 1996.
(c) For the period May 1, 1998 (commencement of operations) through December 31,
    1998.

                                       17
<PAGE>   19

                NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
                            AND THE SEPARATE ACCOUNT

     NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

     New York Life Insurance and Annuity Corporation ("NYLIAC") is a stock life
insurance company incorporated in Delaware in 1980. NYLIAC is licensed to sell
life, accident and health insurance and annuities in the District of Columbia
and all states. In addition to the policies we describe in this Prospectus,
NYLIAC offers other life insurance policies and annuities.

     NYLIAC is a wholly-owned subsidiary of New York Life Insurance Company
("New York Life"), a mutual life insurance company doing business in New York
since 1845. NYLIAC held assets of $25.117 billion at the end of 1998. New York
Life has invested in NYLIAC, and will occasionally make additional contributions
to NYLIAC in order to maintain capital and surplus in accordance with state
requirements.

     THE SEPARATE ACCOUNT

     The Separate Account was established on November 30, 1994, pursuant to
resolutions of the NYLIAC Board of Directors. The Separate Account is registered
as a unit investment trust with the Securities and Exchange Commission under the
Investment Company Act of 1940. This registration does not signify that the
Securities and Exchange Commission supervises the management, or the investment
practices or policies, of the Separate Account.

     Although the assets of the Separate Account belong to NYLIAC, these assets
are held separately from our other assets. The Separate Account's assets are not
chargeable with liabilities incurred in any of NYLIAC's other business
operations (except to the extent that assets in the Separate Account exceed the
reserves and other liabilities of that Separate Account). The income, capital
gains and capital losses incurred on the assets of the Separate Account are
credited to or charged against the assets of the Separate Account, without
regard to the income, capital gains or capital losses arising out of any other
business NYLIAC may conduct. Therefore, the investment performance of the
Separate Account is entirely independent of the investment performance of the
Fixed Account, the DCA Accounts and any other separate account of NYLIAC.

     The Separate Account currently has 26 Investment Divisions. Premium
payments allocated to the Investment Divisions are invested solely in the
corresponding Eligible Portfolios of the relevant Fund.

     THE PORTFOLIOS

     The assets of each Eligible Portfolio are separate from the others and each
such Portfolio has different investment objectives and policies. As a result,
each Eligible Portfolio operates as a separate investment fund and the
investment performance of one Portfolio has no effect on the investment
performance of any other Portfolio.

     WE OFFER NO ASSURANCE THAT ANY OF THE ELIGIBLE PORTFOLIOS WILL ATTAIN THEIR
RESPECTIVE STATED OBJECTIVES.

     The Funds also make their shares available to certain other separate
accounts funding variable life insurance policies offered by NYLIAC. This is
called "mixed funding." Except for the MainStay VP Series Fund, all other Funds
also make their shares available to separate accounts of insurance companies
unaffiliated with NYLIAC. This is called "shared funding." Although we do not
anticipate any inherent difficulties arising from mixed and shared funding, it
is theoretically possible that, due to differences in tax treatment or other
considerations, the interests of owners of various contracts participating in a
certain Fund might at some time be in conflict. The Board of Directors/Trustees
of each Fund, each Fund's investment advisers, and NYLIAC are required to
monitor events to identify any material conflicts that arise from the use of the
Funds for mixed and shared funding. For more information about the risks of
mixed and shared funding, please refer to the relevant Fund prospectus.

     We provide certain services to you in connection with the investment of
premium payments in the Investment Divisions, which, in turn, invest in the
Eligible Portfolios. These services include, among others, providing information
about the Eligible Portfolios. We receive a service fee from the investment
advisers or other service providers of some of the Funds in return for providing
services of this type. Currently, we receive service fees at annual rates
ranging from .10% to .21% of the aggregate net asset value of the shares of some
of the Eligible Portfolios held by the Investment Divisions.

                                       18
<PAGE>   20

     The Eligible Portfolios of the relevant Funds, along with their investment
advisers, are listed in the following table:
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

FUND                                INVESTMENT ADVISERS                 ELIGIBLE PORTFOLIOS
                                    -                                   -
<S>                                 <C>                                 <C>
MainStay VP Series Fund, Inc.       MacKay Shields LLC                  MainStay VP Capital Appreciation; MainStay VP
                                                                        Cash Management; MainStay VP Convertible;
                                                                        MainStay VP Government; MainStay VP High Yield
                                                                        Corporate Bond; MainStay VP International Equity;
                                                                        MainStay VP Total Return; MainStay VP Value
MainStay VP Series Fund, Inc.       Monitor Capital Advisors LLC        MainStay VP Indexed Equity
MainStay VP Series Fund, Inc.       Madison Square Advisors LLC         MainStay VP Bond;
                                                                        MainStay VP Growth Equity
MainStay VP Series Fund, Inc.       New York Life Insurance Company     MainStay VP American Century Income &   Growth;
                                                                        MainStay VP Dreyfus Large Company Value;
                                                                        MainStay VP Eagle Asset Management Growth
                                                                          Equity;
                                                                        MainStay VP Lord Abbett Developing Growth
The Alger American Fund             Fred Alger Management, Inc.         Alger American Small Capitalization
Calvert Variable Series, Inc.       Calvert Asset Management Company    Calvert Social Balanced
Fidelity Variable Insurance         Fidelity Management and Research    Fidelity VIP II Contrafund
Products Fund II                    Company
Fidelity Variable Insurance         Fidelity Management and Research    Fidelity VIP Equity-Income
Products Fund                       Company
Janus Aspen Series                  Janus Capital Corporation           Janus Aspen Series Balanced;
                                                                        Janus Aspen Series Worldwide Growth
MFS Variable Insurance Trust        MFS Investment Management           MFS Growth With Income Series;
                                                                        MFS Research Series
Morgan Stanley Dean Witter          Morgan Stanley Dean Witter          Morgan Stanley Dean Witter Emerging Markets
Universal Funds, Inc.               Investment Management Inc.          Equity
T. Rowe Price Equity Series, Inc.   T. Rowe Price Associates, Inc.      T. Rowe Price Equity Income
Van Eck Worldwide Insurance Trust   Van Eck Associates Corporation      Van Eck Worldwide Hard Assets
</TABLE>

Please refer to the attached prospectuses of the respective Funds for a complete
description of the Funds, the investment advisers and the Portfolios. The Funds'
prospectuses should be read carefully before any decision is made concerning the
allocation of premium payments to an Investment Division corresponding to a
particular Eligible Portfolio.

     ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS

     NYLIAC retains the right, subject to any applicable law, to make additions
to, deletions from, or substitutions for, the Eligible Portfolio shares held by
any Investment Division. NYLIAC reserves the right to eliminate the shares of
any of the Eligible Portfolios and to substitute shares of another portfolio of
a Fund, or of another registered open-end management investment company. We may
do this if the shares of the Eligible Portfolios are no longer available for
investment or if we believe investment in any Eligible Portfolio would become
inappropriate in view of the purposes of the Separate Account. To the extent
required by law, we will not make substitutions of shares attributable to your
interest in an Investment Division until you have been notified of the change.
This does not prevent the Separate Account from purchasing other securities for
other series or classes of policies, or from processing a conversion between
series or classes of policies on the basis of requests made by policy owners.

     We may establish new Investment Divisions when we determine, in our sole
discretion, that marketing, tax, investment or other conditions so warrant. We
will make any new Investment Divisions available to existing

                                       19
<PAGE>   21

policy owners on a basis we determine. We may also eliminate one or more
Investment Divisions, if we determine, in our sole discretion, that marketing,
tax, investment or other conditions warrant.

     In the event of any substitution or change, NYLIAC may, by appropriate
endorsement, change the policies to reflect such substitution or change. We also
reserve the right to: (a) operate the Separate Account as a management company
under the Investment Company Act of 1940, (b) deregister it under such Act in
the event such registration is no longer required, (c) combine it with one or
more other separate accounts, and (d) restrict or eliminate the voting rights of
persons having voting rights as to the Separate Account as permitted by law.

     REINVESTMENT

     We automatically reinvest all dividends and capital gain distributions from
Eligible Portfolios in shares of the distributing Portfolio at their net asset
value on the payable date.

                                  THE POLICIES

     This is a flexible premium policy which means additional premium payments
can be made. It is issued on the lives of individual Annuitants. In addition to
this policy, we offer a variety of other variable annuities with different
features, administrative fees and charges, including an annuity with no
surrender charges. You should consult with your registered representative to
determine if this policy is suitable for your financial objectives based on your
individual circumstances, time horizon and liquidity preferences.

     The policies are variable. This means that the Accumulation Value will
fluctuate based on the investment experience of the Investment Divisions you
select, the interest credited on the Fixed Accumulation Value and, in states
where approved, the DCA Accumulation Value. NYLIAC does not guarantee the
investment performance of the Separate Account or of the Funds. You bear the
entire investment risk with respect to amounts allocated to the Investment
Divisions of the Separate Account. We offer no assurance that the investment
objectives of the Investment Divisions will be achieved. Accordingly, amounts
allocated to the Investment Divisions of the Separate Account are subject to the
risks inherent in the securities markets and, specifically, to price
fluctuations in the Funds' investments.

     As the owner of the policy, you have the right to (a) change the
Beneficiary, (b) name a new owner (on Non-Qualified Policies only), (c) receive
Income Payments, and (d) name a payee to receive Income Payments. You cannot
lose these rights. However, all rights of ownership cease upon your death.

     QUALIFIED AND NON-QUALIFIED POLICIES

     We designed the policies primarily for the accumulation of retirement
savings, and to provide income at a future date. We issue both Qualified and
Non-Qualified Policies. Both types of policies offer tax-deferred accumulation.
You may purchase a Non-Qualified Policy with after-tax dollars to provide for
retirement income other than through a tax-qualified plan. You may purchase a
Qualified Policy with pre-tax dollars for use with any one of the tax-qualified
plans listed below.

     (1) Section 403(b) Tax Sheltered Annuities purchased by employees of
         certain tax-exempt organizations and certain state-supported
         educational institutions;

     (2) Section 408 or 408A Individual Retirement Annuities ("IRAs"), including
         Roth IRAs;

     (3) Section 457 Deferred Compensation Plans; and

     (4) Section 403(a) annuities.

     Please see "Federal Tax Matters" at page 36 for a detailed description of
these plans.

     If you are considering a Qualified Policy, you should be aware that there
are fees and charges in an annuity that may not be included in other types of
investments which may be more or less costly. However, the fees and charges
under the policies are designed to provide for certain payment guarantees and
features that may not be available in these other types of investments. They
include:

     (1) a Fixed Account option, which features a guaranteed fixed interest
         rate;

     (2) a death benefit that is payable should you die while the policy is in
         force, which is reset every three years (or every year in states where
         approved) and is guaranteed to be at least the amount of your premium
         payments, less any outstanding loan balance, partial withdrawals,
         surrender charges, and Credits applied within the 12 months immediately
         preceding death;

     (3) the option for your Beneficiary to receive a guaranteed amount of
         monthly income for his or her lifetime should you die prior to the
         Annuity Commencement Date;

     (4) the option to receive a guaranteed amount of monthly income for life
         after the first Policy Year; and

                                       20
<PAGE>   22

     (5) two riders (an Unemployment Benefit Rider and a Livings Need Benefit
         Rider), which allow you to withdraw money from your policy without the
         imposition of surrender charges, subject to the terms of each rider.

These features are explained in detail in this Prospectus. You should consult
with your tax or legal advisor to determine if the policy is suitable for your
tax qualified plan.

     POLICY APPLICATION AND PREMIUM PAYMENTS

     You can purchase a policy by completing an application with a registered
representative. The application will be sent along with your initial premium
payment to NYLIAC. In addition, in states where permitted, you can also instruct
a broker-dealer with whom NYLIAC has entered into an agreement to forward the
initial premium payment along with a Policy Request to us. If the application or
Policy Request supplied by a broker-dealer is complete and accurate, we will
credit the initial premium payment within two Business Days after receipt. If we
cannot credit the initial premium payment within five Business Days after we
receive it because the application or Policy Request is incomplete or
inaccurate, we will contact you or the broker-dealer providing the application
or Policy Request and explain the reason for the delay. Unless you consent to
NYLIAC's retaining the initial premium payment and crediting it as soon as the
necessary requirements are fulfilled, we will offer to refund the initial
premium payment immediately. Acceptance of applications is subject to NYLIAC's
rules. We reserve the right to reject any application or initial premium
payment.

     If we issue your policy based on a Policy Request, we will require you to
provide to us either a signed acknowledgement of the information contained in
the Policy Request in a form acceptable to us, or, where required by applicable
state law or regulation, a signed application form. From the time we issue the
policy until we receive the signed acknowledgement or application, the
Beneficiary under the policy will be the policy owner (or the estate). Also
policy transactions may not be made unless the Beneficiary designation or
transaction request is signature guaranteed. Upon receipt of the signed
acknowledgement or application form, the Beneficiary will be specified under the
policy and we will process transactions requested with respect to the policy
without requiring a signature guarantee.

     We will allocate the initial premium payments to the Fixed Account or the
DCA Advantage Plan Account immediately. In states where approved, we will also
allocate the initial premium payments designated to the Investment Divisions
immediately. Otherwise, we will allocate the initial premium payments designated
to the Investment Divisions to the MainStay VP Cash Management Investment
Division until 15 days after the policy is issued. At the end of this period, we
will allocate the premium payments in accordance with your instructions. Please
check with your registered representative to determine how the initial premium
payment will be allocated under your policy.

     You may allocate the initial premium payments in up to 18 Allocation
Alternatives and the DCA Advantage Plan Account inclusively. Thereafter, you may
maintain the Accumulation Value in up to 18 Investment Divisions and the DCA
Advantage Plan Account inclusively plus the Fixed Account at any one time. We
will credit subsequent premium payments to the policy at the close of the
Business Day on which they are received at MainStay Annuities--Client Services.
Moreover, you may increase or decrease the percentages of the premium payments
(which must be in whole number percentages) allocated to each Allocation
Alternative at the time a premium payment is made. However, any change to the
policy's allocations may not result in the Accumulation Value being allocated to
more than 18 Investment Divisions and the DCA Advantage Plan Account inclusively
plus the Fixed Account. You are encouraged to send subsequent premium payments
directly as indicated on page 16.

     Unless we permit otherwise, the minimum initial premium payment is $2,000
for Qualified Policies and $5,000 for Non-Qualified Policies. You may make
additional premium payments of at least $2,000 for Qualified Policies and $5,000
for Non-Qualified Policies, or such lower amount as we may permit at any time or
by any method NYLIAC makes available. For residents of the states of Maryland,
New Jersey and Washington, however, additional premium payments may only be made
until either the Annuitant reaches age 64 or the fourth Policy Year, whichever
is later. The currently available methods of payment are direct payments to
NYLIAC, pre-authorized monthly deductions from your bank, a credit union or
similar accounts and any other method agreed to by us. You may make additional
premium payments at any time before the Annuity Commencement Date and while you
and the Annuitant are living. The maximum aggregate amount of premium payments
we accept is $1,000,000 without prior approval. NYLIAC reserves the right to
limit the dollar amount of any premium payment.

     For Qualified Policies, you may not make premium payments in any Policy
Year that exceed the amount permitted by the plan or by law.

                                       21
<PAGE>   23

     CREDIT

     We will apply a Credit to your Accumulation Value at the time of each
premium payment. The Credit is calculated as a percentage of each premium
payment. The percentage will depend on the Credit Rate schedule then in effect,
and will never be less than 2 percent. The Credit Rate applicable to a premium
payment varies, depending on the total amount of premium payments received under
the policy. As of the date of this prospectus, the Credit Rate schedule is as
follows:

<TABLE>
<CAPTION>
               CREDIT RATE SCHEDULE
- ---------------------------------------------------
                                     CREDIT RATE
                                   (AS A % OF EACH
TOTAL PREMIUM PAYMENTS RECEIVED    PREMIUM PAYMENT)
- --------------------------------   ----------------
<S>                <C>             <C>
                      but less
     at least             than
   ----------       ----------
      minimum       $   50,000           3.0 %
   $   50,000       $  100,000           3.25%
   $  100,000       $  500,000           4.5 %
   $  500,000       $1,000,000           4.5 %
   $1,000,000*      $2,500,000           4.5 %
   $2,500,000       $5,000,000           5.0 %
   $5,000,000        unlimited           5.0 %
</TABLE>

- ---------------
* Premium payments in excess of $1,000,000 are subject to prior approval. (See
  "Policy Application and Premium Payments" on page 21.

     With notice to you, in our sole discretion, we may change both the Credit
Rates and the total premium payment brackets applicable to future premium
payments under your policy. Subsequent premium payments will receive the Credit
Rate then in effect for the applicable premium bracket. In setting the Credit
Rates and associated premium brackets, NYLIAC will consider fixed and variable
expenses incurred in policy issue and maintenance, the average length of time
that policies issued remain in force along with the mortality experience of
those policies, and NYLIAC's competitive position in the market place.

     We will deduct the amount of the Credit from the amount returned to you if
you cancel your policy. (See "Your Right to Cancel" below.) Also, we will deduct
from the death benefit proceeds any Credits applied within the 12 months
immediately preceding the death of the owner or annuitant. (See "Death Before
Annuity Commencement" at page 31.)

     We use a portion of the surrender charge and Separate Account Charge to
help recover the cost of providing the Credit under the policy. (See "Charges
and Deductions" at page 28.) Under certain circumstances (such as a period of
poor market performance), the fees and charges associated with the Credit may
exceed the sum of the Credit and any related earnings. You should consider this
possibility before purchasing the policy.

     Credits are allocated to the same Allocation Alternatives based on the same
percentages used to allocate your premium payments. We do not consider Credits
to be premium payments for purposes of any discussion in this prospectus.
Credits are also not considered to be your investment in the policy for tax
purposes.

     YOUR RIGHT TO CANCEL ("FREE LOOK")

     You may cancel the policy by returning it to us, or to the registered
representative through whom you purchased it, within 10 days of delivery of the
policy or such longer period as required under state law. In states where
approved, you will receive the policy's Accumulation Value on the date we
receive the policy, less the Bonus credited, but without any deduction for
premium taxes or a surrender charge. This amount may be more or less than your
premium payments. Otherwise, you will receive from us the greater of (i) the
initial premium payment less any prior partial withdrawals or (ii) the
Accumulation Value on the date we receive the policy, less the Bonus credited,
but without any deduction for premium taxes or a surrender charge. We will set
forth the provision in your policy.

     ISSUE AGES

     We can issue Non-Qualified Policies if both you and the Annuitant are not
older than age 80 (age 78 in Pennsylvania). We will accept additional premium
payments until either you or the Annuitant reaches the age of 80, unless we
agree otherwise. For IRA, Roth IRA, TSA and SEP plans, you must also be the
Annuitant. We can issue Qualified Policies if the Owner/Annuitant is between the
ages of 18 and 80. We will accept additional premium payments until the
Owner/Annuitant reaches the age of 80, unless otherwise limited by the terms of
a particular plan or unless we agree otherwise.

                                       22
<PAGE>   24

     TRANSFERS

     You may transfer amounts between Investment Divisions of the Separate
Account or to the Fixed Account at least 30 days before the Annuity Commencement
Date. You may not make transfers into the DCA Advantage Plan Account. Transfers
made from the DCA Advantage Plan Account (where available) to the Investment
Divisions are subject to different limitations (See "The DCA Advantage Plan" at
page 24.) Except in connection with transfers made pursuant to traditional
Dollar Cost Averaging, Automatic Asset Reallocation, Interest Sweep, and the DCA
Advantage Plan, the minimum amount that you may transfer from one Investment
Division to other Investment Divisions or to the Fixed Account, is $500. Except
for the traditional Dollar Cost Averaging, Automatic Asset Reallocation and
Interest Sweep options, and the DCA Advantage Plan (where available), if the
value of the remaining Accumulation Units in an Investment Division or Fixed
Account would be less than $500 after you make a transfer, we will transfer the
entire value unless NYLIAC in its discretion determines otherwise. The amount(s)
transferred to other Investment Divisions must be a minimum of $25 for each
Investment Division.

     There is no charge for the first twelve transfers in any one Policy Year.
NYLIAC reserves the right to charge up to $30 for each transfer in excess of
twelve, subject to any applicable state insurance law requirements. Any transfer
made in connection with traditional Dollar Cost Averaging, Automatic Asset
Reallocation, Interest Sweep and the DCA Advantage Plan (where available) will
not count as a transfer toward the twelve transfer limit. You may make transfers
from the Fixed Account to the Investment Divisions in connection with the
Interest Sweep option and in certain other situations. (See "The Fixed Account"
at page 36.)

     Your transfer requests must be in writing on a form approved by NYLIAC or
by telephone in accordance with established procedures. (See "Procedures for
Telephone Transactions" below.) We will make transfers from Investment Divisions
based on the Accumulation Unit values at the end of the Business Day on which we
receive the transfer request. (See "Delay of Payments" at page 33.)

     PROCEDURES FOR TELEPHONE TRANSACTIONS

     You may authorize us to accept telephone instructions from you or other
persons you designate for the following types of transactions: premium
allocations, transfers among Allocation Alternatives and/or the DCA Advantage
Plan, partial withdrawals, periodic partial withdrawals, traditional Dollar Cost
Averaging, Automatic Asset Reallocation, Interest Sweep, or to reset or cancel
the Investment Protection Plan. You can elect this feature by completing and
signing a Telephone Authorization form. Telephone Authorization may be elected,
changed or canceled at any time. You, or other persons you designate, may effect
telephone transactions by speaking with a service representative at (800)
762-6212. Furthermore, we will confirm all telephone transactions in writing.

     NYLIAC is not liable for any loss, cost or expense for action on telephone
instructions which are believed to be genuine in accordance with these
procedures. We must receive telephone transfer requests no later than 4:00 p.m.
Eastern Time in order to assure same day processing. We will process requests
received after 4:00 p.m. Eastern Time on the next Business Day.

     DOLLAR COST AVERAGING PROGRAMS

     The main objective of dollar cost averaging is to achieve an average cost
per share that is lower than the average price per share during volatile market
conditions. Since you transfer the same dollar amount to an Investment Division
with each transfer, you purchase more units in an Investment Division if the
value per unit is low and fewer units if the value per unit is high. Therefore,
you achieve a lower than average cost per unit if prices fluctuate over the long
term. Similarly, for each transfer out of an Investment Division, you sell more
units in an Investment Division if the value per unit is low and fewer units if
the value per unit is high. Dollar cost averaging does not assure a profit or
protect against a loss in declining markets. Because it involves continuous
investing regardless of price levels, you should consider your financial ability
to continue to make purchases during periods of low price levels. In states
where approved, NYLIAC will also offer the DCA Advantage Plan under which you
may utilize a 6-month DCA Account. (See "The DCA Advantage Plan" at page 24.) We
do not count transfers under dollar cost averaging as part of your 12 free
transfers each Policy Year.

     We have set forth below an example of how dollar cost averaging works. In
the example, we have assumed that you want to move $100 from the Cash Management
Investment Division to the MainStay VP Growth Equity

                                       23
<PAGE>   25

Investment Division each month. Assuming the Accumulation Unit values below, you
would purchase the following number of Accumulation Units:

<TABLE>
<CAPTION>

<S>           <C>                 <C>                  <C>
<CAPTION>
                AMOUNT            ACCUMULATION         ACCUMULATION UNITS
              TRANSFERRED         MUNIT VALUE              PURCHASED
<S>           <C>                 <C>                  <C>
  1              $100                $10.00                  10.00
  2              $100                $ 8.00                  12.50
  3              $100                $12.50                   8.00
  4              $100                $ 7.50                  13.33
Total            $400                $38.00                  43.83
</TABLE>

                  The average unit price is calculated as follows:

<TABLE>
<S>                       <C>  <C>     <C>  <C>
  Average share price          $38.00
- -----------------------     =  ------    =  $9.50
    Number of months             4
</TABLE>

                   The average unit cost is calculated as follows:

<TABLE>
<S>                           <C>  <C>      <C>  <C>
  Total amount transferred         $400.00
- ----------------------------    =  -------    =  $9.13
   Total units purchased            43.83
</TABLE>

     In this example, you would have paid an average cost of $9.13 per unit
while the average price per unit is $9.50.

     (a) Traditional Dollar Cost Averaging

     This option permits systematic investing to be made in equal installments
over various market cycles to help reduce risk. You may specify, prior to the
Annuity Commencement Date, a specific dollar amount to be transferred from any
Investment Divisions to any combination of Investment Divisions and/or the Fixed
Account. You will specify the Investment Divisions to transfer money from, the
Investment Divisions and/or Fixed Account to transfer money to, the amounts to
be transferred, the date on which transfers will be made, subject to our rules,
and the frequency of the transfers (either monthly, quarterly, semi-annually or
annually). You may not make transfers from the Fixed Account, but you may make
transfers into the Fixed Account. Each transfer from an Investment Division must
be at least $100. You must have a minimum Accumulation Value of $5,000 to elect
this option. NYLIAC may reduce the minimum transfer amount and minimum
Accumulation Value at its discretion.

     NYLIAC will make all dollar cost averaging transfers on the day of each
calendar month that you specify or on the next Business Day (if the day you have
specified is not a Business Day or does not exist in that month). You may
specify any day of the month. In order to process a transfer under our
traditional Dollar Cost Averaging option, NYLIAC must have received a request in
writing or by telephone (see "Procedures for Telephone Transactions" at page 23)
no later than one week prior to the date the transfers are to begin.

     You may cancel the traditional Dollar Cost Averaging option at any time in
a written request or by telephone (see "Procedures for Telephone Transactions"
at page 23). NYLIAC may also cancel this option if the Accumulation Value is
less than $5,000, or such lower amount as we may determine. You may not elect
the traditional Dollar Cost Averaging option if you have selected the Automatic
Asset Reallocation option.

     (b) The DCA Advantage Plan

     THE DCA ADVANTAGE PLAN IS AVAILABLE ONLY IN STATES WHERE APPROVED. This
feature permits you to set up automatic dollar cost averaging using the 6-month
DCA Advantage Plan Account when an initial premium payment or a subsequent
premium payment is made. You can request the DCA Advantage Plan in addition to
the traditional Dollar Cost Averaging, Automatic Asset Reallocation, or Interest
Sweep options.

     You must allocate a minimum of $5,000 to the DCA Advantage Plan Account.
You must specify the Investment Divisions into which transfers from the DCA
Advantage Plan Account are to be made. However, you may not select the DCA
Advantage Plan Account if its duration would extend beyond the Annuity
Commencement Date. Amounts in the DCA Advantage Plan Account will be transferred
to the Investment Divisions in 6 monthly transfers. Dollar cost averaging will
begin one month from the date NYLIAC receives the premium payment and transfers
will be made on the same day each subsequent month for the duration of the DCA
Advantage Plan Account. Transfers set up to occur on the 29th, 30th or 31st will
be processed on the last day of the month if those dates do not occur during the
transfer month. If a transfer occurs on a non-business

                                       24
<PAGE>   26

day, the transfer will be dated as of the non-business day, but unit values will
be as of the following business day. The amount of each transfer will be
calculated at the time of the transfer based on the number of remaining monthly
transfers and the remaining value in the DCA Advantage Plan Account. For
example, the amount of the first monthly transfer out of the DCA Advantage Plan
Account will equal 1/6 of the value of the DCA Advantage Plan Account on the
date of the transfer. The amount of each of the five remaining transfers will
equal 1/5, 1/4, 1/3, 1/2 and the balance, respectively, of the value of the DCA
Advantage Plan Account on the date of each transfer.

     You may not have more than one DCA Advantage Plan Account open at the same
time. Accordingly, any subsequent premium payment we receive for a DCA Advantage
Plan Account that is already open will be allocated to that same DCA Advantage
Plan Account. The entire value of the DCA Advantage Plan Account will be
completely transferred to the Investment Divisions within the duration
specified. For example, if you allocate an initial premium payment to the
6-month DCA Advantage Plan Account under which the 6-month term will end on
December 31, 2000 and you make a subsequent premium payment to the 6-month DCA
Advantage Plan Account before December 31, 2000, we will allocate the subsequent
premium payment to the same 6-month DCA Advantage Plan Account already opened
and transfer the entire value of the 6-month DCA Advantage Plan Account to the
Investment Divisions by December 31, 2000 even though a portion of the money was
not in that DCA Advantage Plan Account for the entire 6-month period.

     You can make partial withdrawals and transfers (in addition to the
automatic transfers described above) from the DCA Advantage Plan Account. We
will make partial withdrawals and transfers first from the DCA Accumulation
Value attributed to the initial premium payment and then from the DCA
Accumulation Value attributed to subsequent allocations in the order received.

     You cannot make transfers into the DCA Advantage Plan Account from any
Allocation Alternative.

     AUTOMATIC ASSET REALLOCATION

     This option allows you to maintain the percentage allocated to each
Investment Division at a pre-set level. For example, you might specify that 50%
of the Variable Accumulation Value of your policy be allocated to the MainStay
VP Convertible Investment Division and 50% of the Variable Accumulation Value be
allocated to the MainStay VP International Equity Investment Division. Over
time, the fluctuations in each of these Investment Division's investment results
will shift the percentages. If you elect this Automatic Asset Reallocation
option, NYLIAC will automatically transfer your Variable Accumulation Value back
to the percentages you specify. You may choose to have reallocations made
quarterly, semi-annually or annually. The minimum Variable Accumulation Value
required to elect this option is $5,000. There is no minimum amount which you
must allocate among the Investment Divisions under this option.

     You can cancel the Automatic Asset Reallocation option at any time in a
written request or by telephone (see "Procedures for Telephone Transactions" at
page 23). NYLIAC may also cancel this option if the Accumulation Value is less
than $5,000, or such a lower amount as we may determine. You may not elect the
Automatic Asset Reallocation option if you have selected the traditional Dollar
Cost Averaging option.

     INTEREST SWEEP

     You can request, prior to the Annuity Commencement Date, that the interest
earned on monies allocated to the Fixed Account be transferred from the Fixed
Account to any combination of Investment Divisions. You will specify the
Investment Divisions, the frequency of the transfers (either monthly, quarterly,
semi-annually or annually), and the day of each calendar month to make the
transfers. The minimum Fixed Accumulation Value required to elect this option is
$5,000, but this amount may be reduced at our discretion. NYLIAC will make all
Interest Sweep transfers on the day of each calendar month you have specified or
on the next Business Day (if the day you have specified is not a Business Day or
does not exist in that month).

     You may request the Interest Sweep option in addition to either traditional
Dollar Cost Averaging, Automatic Asset Reallocation or the DCA Advantage Plan.
If an Interest Sweep transfer is scheduled for the same day as a transfer
related to the traditional Dollar Cost Averaging option, the Automatic Asset
Reallocation option or the DCA Advantage Plan, we will process the Interest
Sweep transfer first.

     YOU MAY NOT TRANSFER MORE THAN 20% of the Fixed Accumulation Value at the
beginning of the Policy Year from the Fixed Account to the Investment Divisions
during a Policy Year. (See "The Fixed Account--Transfers to Investment
Divisions" at page 36.) If an Interest Sweep option transfer would cause more
than 20% of the Fixed Accumulation Value at the beginning of the Policy Year to
be transferred from the Fixed Account, we will not process the transfer and the
Interest Sweep option will be automatically suspended. Participation in the

                                       25
<PAGE>   27

Interest Sweep option will not affect the applicability of the Fixed Account
Initial Premium Guarantee described on page 36.

     You can cancel the Interest Sweep option at any time in a written request
or by telephone (see "Procedures for Telephone Transactions" at page 22). We may
also cancel this option if the Fixed Accumulation Value is less than $5,000, or
such a lower amount as we may determine.

     ACCUMULATION PERIOD

     (a) Crediting of Premium Payments

     You can allocate a portion of each premium payment to one or more
Investment Divisions or the Fixed Account. The minimum amount that you may
allocate to any one Investment Division or the Fixed Account is $100 (or such
lower amount as we may permit). In states where approved, you may also allocate
all or a portion of each premium payment to the DCA Advantage Plan Account. The
minimum amount that you may allocate to the DCA Account is $5,000. (See "The DCA
Advantage Plan" at page 24.) In states where approved, we will allocate the
initial premium payment to the Investment Divisions you have specified
immediately. Otherwise, we will place the initial premium payment, except any
initial premium payment allocated to the Fixed Account or the DCA Advantage Plan
Account, in the MainStay VP Cash Management Investment Division until 15 days
after we issue the policy. Please check with your registered representative to
determine how the initial premium payment will be allocated under your policy.
We will allocate all additional premium payments to the Investment Divisions
and/or the Fixed Account as requested. We will allocate all additional premium
payments to the DCA Advantage Plan based on instructions from you at the time
the additional premium payment is made. We will allocate Bonuses to the same
Allocation Alternatives based on the same percentages used to allocate your
premium payments.

     We will credit that portion of each premium payment you allocate to an
Investment Division in the form of Accumulation Units. We determine the number
of Accumulation Units we credit to a policy by dividing the amount allocated to
each Investment Division by the Accumulation Unit value for that Investment
Division on the day we are making this calculation. The value of an Accumulation
Unit will vary depending on the investment experience of the Portfolio in which
the Investment Division invests. The number of Accumulation Units we credit to a
policy will not, however, change as a result of any fluctuations in the value of
an Accumulation Unit. (See "The Fixed Account" at page 36 for a description of
interest crediting.)

     (b) Valuation of Accumulation Units

     The value of Accumulation Units in each Investment Division will change
daily to reflect the investment experience of the corresponding Portfolio as
well as the daily deduction of the Separate Account charges. The Statement of
Additional Information contains a detailed description of how we value the
Accumulation Units.

     THIRD PARTY INVESTMENT ADVISORY ARRANGEMENTS

     In some cases, the policy may be sold to policy owners who independently
utilize the services of a third party advisor offering asset allocation and/or
market timing services. NYLIAC may honor transfer and withdrawal instructions
from such asset allocation and market timing services if it has received
authorization to do so from the policy owner participating in the service. We do
not endorse, approve or recommend such services in any way and you should be
aware that fees paid for such services are separate from and in addition to fees
paid under the policy.

     Because the amounts associated with some of these transactions may be
unusually large, the investment advisers for the Eligible Portfolios may have
difficulty processing the transactions. Accordingly, NYLIAC reserves the right
to not accept transfer instructions which are submitted by asset allocation
and/or market timing services on behalf of policy owners. In addition, execution
of such transactions may possibly adversely affect the Variable Accumulation
Values of policy owners who are not utilizing asset allocation or market timing
services.

     POLICY OWNER INQUIRIES

     Your inquiries should be addressed to MainStay Annuities. (See page 16).

                                       26
<PAGE>   28

                             CHARGES AND DEDUCTIONS

     SURRENDER CHARGES

     Since no deduction for a sales charge is made from premium payments, we
impose a surrender charge on certain partial withdrawals and surrenders of the
policies. The surrender charge is based on your premium payments and is not
assessed on any earnings. The surrender charge covers certain expenses relating
to the sale of the policies, including commissions to registered representatives
and other promotional expenses. We measure the surrender charge as a percentage
of the amount withdrawn or surrendered. The surrender charge may apply to
amounts applied under certain Income Payment options.

     If you surrender your policy, we deduct the surrender charge from the
amount paid to you. In the case of a partial withdrawal, you can direct NYLIAC
to take surrender charges either from the remaining value of the Allocation
Alternatives and/or the DCA Advantage Plan Account from which the partial
withdrawals are made, or from the amount paid to you. If the remaining value in
an Allocation Alternative and/or the DCA Advantage Plan Account is less than the
necessary surrender charge, we will deduct the remainder of the charge from the
amount withdrawn from that Allocation Alternative and/or the DCA Advantage Plan
Account.

     The maximum surrender charge will be 8% of the amount withdrawn. The
percentage of the surrender charge varies, depending upon the length of time a
premium payment is in your policy before it is withdrawn. For purposes of
calculating the applicable surrender charge, we deem premium payments to be
withdrawn on a first-in, first-out basis. Unless required otherwise by state
law, the surrender charge for amounts withdrawn or surrendered during the first
four Payment Years following the premium payment to which such withdrawal or
surrender is attributable is 8% of the amount withdrawn or surrendered. This
charge then declines by 1% per year for each additional Payment Year, until the
eighth Payment Year, after which no charge is made, as shown in the following
chart:

     AMOUNT OF SURRENDER CHARGE

<TABLE>
<CAPTION>
                                                              SURRENDER CHARGE
                                                              ----------------
<S>                                                           <C>
1...........................................................         8%
2...........................................................         8%
3...........................................................         8%
4...........................................................         8%
5...........................................................         7%
6...........................................................         6%
7...........................................................         5%
8...........................................................         4%
9+..........................................................         0%
</TABLE>

     EXCEPTIONS TO SURRENDER CHARGES

     We will not assess a surrender charge:

          (a) on amounts you withdraw in any Policy Year which are less than or
              equal to the greater of (i) 10% of the Accumulation Value at the
              time of surrender or withdrawal or (ii) the Accumulation Value
              less accumulated premium payments.

          (b) if NYLIAC cancels the policy;

          (c) when we pay proceeds upon the death of the policy owner or the
              Annuitant;

          (d) when you select an Income Payment Option in any Policy Year after
              the first Policy Year;

          (e) when a required minimum distribution is made under a Qualified
              Policy (this amount will, however, count against the first
              exception described above); and

          (f)  on withdrawals you make under the Living Needs Benefit Rider or
               Unemployment Benefit Rider.

                                       27
<PAGE>   29

     OTHER CHARGES

     (a) Separate Account Charge

     Prior to the Annuity Commencement Date, we deduct a daily charge from the
assets of the Separate Account to compensate us for certain mortality and
expense risks we assume under the policies and for providing policy
administration services. On an annual basis, the charge equals 1.60% of the
average net asset value of the Separate Account. We guarantee that this charge
will not increase. If the charge is insufficient to cover actual costs and
assumed risks, the loss will fall on NYLIAC. If the charge is more than
sufficient, we will add any excess to our general funds.

     The mortality risk assumed is the risk that Annuitants as a group will live
for a longer time than our actuarial tables predict. As a result, we would be
paying more Income Payments than we planned. We also assume a risk that the
mortality assumptions reflected in our guaranteed annuity payment tables, shown
in each policy, will differ from actual mortality experience. Lastly, we assume
a mortality risk that, at the time of death, the guaranteed minimum death
benefit will exceed the policy's Accumulation Value. The expense risk assumed is
the risk that the cost of issuing and administering the policies will exceed the
amount we charge for these services. We expect to make a profit from this
charge, which we may use for any purpose, including expenses associated with the
Credit.

     (b) Policy Service Charge

     We deduct an annual policy service charge of $30 each Policy Year on the
Policy Anniversary or upon surrender of the policy if on the Policy Anniversary
or date of surrender the Accumulation Value is less than $100,000. We deduct the
annual policy service charge from each Allocation Alternative and the DCA
Advantage Plan Account, if applicable, in proportion to its percentage of the
Accumulation Value on the Policy Anniversary or date of surrender. This charge
is designed to cover the costs for providing services under the policy such as
collecting, processing and confirming premium payments and establishing and
maintaining the available methods of payment.

     (c) Investment Protection Plan Rider Charge (optional)

     If you selected the Investment Protection Plan (in states where available),
we will deduct a charge on the first Business Day on each policy quarter that
the rider is in effect based on the amount that is guaranteed. We will deduct
this charge beginning with the first policy quarter after the effective date of
the rider. (See "Riders--Investment Protection Plan Rider" at page 35). We will
deduct the charge from each Allocation Alternative and the DCA Advantage Plan
Account in proportion to its percentage of the Accumulation Value on the first
Business Day of the applicable policy quarter.

     The maximum annual charge is 1% of the amount that is guaranteed. We may
set a lower charge at our sole discretion. You should check with your registered
representative to determine the percentage we are currently charging before you
select this feature.

     If you reset the amount that is guaranteed, a new charge for the rider will
apply. This charge may be more or less than the charge currently in effect on
your policy, but will never exceed the stated maximum. The charge in effect on
the effective date of the rider or on the effective date of any reset will not
change after the date the rider becomes effective. We will continue to deduct
the current charge until the first policy quarter following the effective date
of the reset.

     (d) Rider Risk Charge Adjustment (optional)

     If you cancel the Investment Protection Plan, we will deduct a Rider Risk
Charge Adjustment from your Accumulation Value. The cancellation will be
effective on the date we receive your request. (See "Riders--Investment
Protection Plan Rider" at page 35). We will deduct the Rider Risk Charge
Adjustment from each Allocation Alternative and each DCA Advantage Plan Account
in proportion to its percentage of the Accumulation Value on that day. We will
not deduct this charge if you surrender your policy. However, surrender charges
may apply.

     We will not change the adjustment for a particular policy once it is set on
the date the rider takes effect. The maximum Rider Risk Charge Adjustment is 2%
of the amount that is guaranteed. We may set a lower charge at our sole
discretion. You should check with your registered representative to determine
the percentage we are currently charging before you select this feature.

                                       28
<PAGE>   30

     If you reset the amount that is guaranteed, a new Rider Risk Charge
Adjustment may apply. This charge may be more or less than the charge currently
in effect on your policy, but will never exceed the stated maximum. The
adjustment charge in effect on the effective date of the rider or on the
effective date of any reset will not increase after the rider is issued.

     (e) Fund Charges

     The value of the assets of the Separate Account will indirectly reflect the
Funds' total fees and expenses. The Funds' total fees and expenses are not part
of the policy. They may vary in amount from year to year. These fees and
expenses are described in detail in the relevant Fund's prospectus.

     GROUP AND SPONSORED ARRANGEMENTS

     For certain group or sponsored arrangements, we may reduce the surrender
charge and the policy service charge or change the minimum initial and
additional premium payment requirements. Group arrangements include those in
which a trustee or an employer, for example, purchases policies covering a group
of individuals on a group basis. Sponsored arrangements include those in which
an employer allows us to sell policies to its employees or retirees on an
individual basis.

     Our costs for sales, administration, and mortality generally vary with the
size and stability of the group among other factors. We take all these factors
into account when reducing charges. To qualify for reduced charges, a group or
sponsored arrangement must meet certain requirements, including our requirements
for size and number of years in existence. Group or sponsored arrangements that
have been set up solely to buy policies or that have been in existence less than
six months will not qualify for reduced charges.

     We will make any reductions according to our rules in effect when a request
for a policy is approved. We may change these rules from time to time. Any
variation in the surrender charge or policy service charge will reflect
differences in costs or services and will not be unfairly discriminatory.

     TAXES

     NYLIAC may, where premium taxes are imposed by state law, deduct such taxes
from your policy either (i) when a surrender or cancellation occurs, or (ii) at
the Annuity Commencement Date. Applicable premium tax rates depend upon such
factors as your current state of residency, and the insurance laws and NYLIAC's
status in states where premium taxes are incurred. Current premium tax rates
range from 0% to 3.5%. Applicable premium tax rates are subject to change by
legislation, administrative interpretations or judicial acts.

     Under present laws, NYLIAC will also incur state and local taxes (in
addition to the premium taxes described above) in several states. At present,
these taxes are not significant. If they increase, however, NYLIAC may make
charges for such taxes.

     NYLIAC does not expect to incur any federal income tax liability
attributable to investment income or capital gains retained as part of the
reserves under the policies. (See "Federal Tax Matters" at page 37.) Based upon
these expectations, no charge is being made currently for corporate federal
income taxes which may be attributable to the Separate Account. Such a charge
may be made in future years for any federal income taxes NYLIAC incurs.

                         DISTRIBUTIONS UNDER THE POLICY

     SURRENDERS AND WITHDRAWALS

     You can make a partial withdrawal, periodic partial withdrawals, hardship
withdrawals or surrender the policy to receive part or all of the Accumulation
Value at any time before the Annuity Commencement Date and while the Annuitant
is living, by sending a written request to MainStay Annuities. In addition, you
may request partial withdrawals and periodic partial withdrawals by telephone.
(See "Procedures for Telephone Transactions" at page 23.) The amount available
for withdrawal is the Accumulation Value at the end of the Business Day during
which we receive the written or telephonic surrender or withdrawal request, less
any outstanding loan balance, surrender charges, premium taxes which we may
deduct, and policy service charge, if applicable. If you have not provided us
with a written election not to withhold federal income taxes at the time you
make a withdrawal or surrender request, NYLIAC must by law withhold such taxes
from the taxable portion of any surrender or withdrawal. We will remit that
amount to the federal government. In addition, some states have enacted
legislation requiring withholding. We will pay all surrenders or withdrawals
within seven days of receipt

                                       29
<PAGE>   31

of all documents (including documents necessary to comply with federal and state
tax law), subject to postponement in certain circumstances. (See "Delay of
Payments" at page 33.)

     Since you assume the investment risk with respect to amounts allocated to
the Separate Account and because certain surrenders or withdrawals are subject
to a surrender charge and premium tax deduction, the total amount paid upon
surrender of the policy (taking into account any prior withdrawals) may be more
or less than the total premium payments made.

     Surrenders and withdrawals may be taxable transactions, and the Internal
Revenue Code provides that a 10% penalty tax may be imposed on certain early
surrenders or withdrawals. (See "Federal Tax Matters--Taxation of Annuities in
General" at page 37.)

     (a) Surrenders

     We may deduct a surrender charge and any state premium tax, if applicable,
less any outstanding loan balance, and less the annual policy service charge, if
applicable, from the amount paid. We will pay the proceeds in a lump sum to you
unless you elect a different Income Payment method. (See "Income Payments" at
page 32.) Surrenders may be taxable transactions and the 10% penalty tax
provisions may be applicable. (See "Federal Tax Matters--Taxation of Annuities
in General" at page 37.)

     (b) Partial Withdrawals

     The minimum amount that can be withdrawn is $500, unless we agree
otherwise. We will withdraw the amount from the Allocation Alternatives and/or
the DCA Advantage Plan Account (where available) in accordance with your
request. If you do not specify how to allocate a partial withdrawal among the
Allocation Alternatives and/or the DCA Advantage Plan Account (where available),
we will allocate the partial withdrawal on a pro-rata basis. Partial withdrawals
may be taxable transactions and the 10% penalty tax provisions may be
applicable. (See "Federal Tax Matters--Taxation of Annuities in General" at page
37.)

     If the requested partial withdrawal is greater than the value in any of the
Allocation Alternatives and/or the DCA Advantage Plan Account from which the
partial withdrawal is being made, we will pay the entire value of that
Allocation Alternative and/or the DCA Advantage Plan Account, less any surrender
charge that may apply, to you. We will not process partial withdrawal requests
if honoring such requests would result in an Accumulation Value of less than
$2,000.

     (c) Periodic Partial Withdrawals

     You may elect to receive regularly scheduled partial withdrawals from the
policy. These periodic partial withdrawals may be paid on a monthly, quarterly,
semi-annual, or annual basis. You will elect the frequency of the withdrawals
and the day of the month for the withdrawals to be made. We will make all
withdrawals on the day of each calendar month you specify, or on the next
Business Day (if the day you have specified is not a Business Day or does not
exist in that month). You must specify the Investment Divisions and/or the Fixed
Account from which the periodic partial withdrawals will be made. The minimum
amount under this feature is $100, or such lower amount as we may permit.
Periodic partial withdrawals may be taxable transactions and the 10% penalty tax
provisions may be applicable. (See "Federal Tax Matters--Taxation of Annuities
in General" at page 37.) If you do not specify otherwise, we will withdraw money
on a pro-rata basis from each Investment Division and/or the Fixed Account. You
may make periodic partial withdrawals from the DCA Advantage Plan Account.

     You can elect to receive "Interest Only" periodic partial withdrawals for
the interest earned on monies allocated to the Fixed Account. If this option is
chosen, the $100 minimum for periodic partial withdrawals will be waived.
However, you must have at least $5,000 in the Fixed Account at the time of each
periodic partial withdrawal, unless we agree otherwise.

     (d) Hardship Withdrawals

     Under certain Qualified Policies, the Plan Administrator may allow, in its
sole discretion, certain withdrawals it determines to be "Hardship Withdrawals."
The surrender charge and 10% penalty tax, if applicable, and provisions
applicable to partial withdrawals apply to Hardship Withdrawals.

     REQUIRED MINIMUM DISTRIBUTION

     For IRAs and IRA SEPs, the policy owner is generally not required to elect
the required minimum distribution option until April 1st of the year following
the calendar year he or she attains age 70 1/2. For TSAs, the policy owner is
generally not required to elect the required minimum distribution option until
April 1st of the year

                                       30
<PAGE>   32

following the calendar year he or she attains age 70 1/2 or until April 1st of
the year following the calendar year he or she retires, whichever occurs later.

     OUR RIGHT TO CANCEL

     If we do not receive any premium payments for a period of two years, and
both the Accumulation Value of your policy and your total premium payments less
any withdrawals and surrender charges are less than $2,000, we reserve the right
to terminate your policy subject to any applicable state insurance law or
regulation. We will notify you of our intention to exercise this right and give
you 90 days to make a premium payment. If we terminate your policy, we will pay
you the Accumulation Value of your policy in one lump sum.

     ANNUITY COMMENCEMENT DATE

     The Annuity Commencement Date is the date specified on the Policy Data
Page. The Annuity Commencement Date is the day that Income Payments are
scheduled to commence unless the policy has been surrendered or an amount has
been paid as proceeds to the designated Beneficiary prior to that date. You may
change the Annuity Commencement Date to an earlier date by providing written
notice to NYLIAC. You may defer the Annuity Commencement Date to a later date if
we agree to it, provided that we receive a written notice of the request at
least one month before the last selected Annuity Commencement Date. The Annuity
Commencement Date and Income Payment method for Qualified Policies may also be
controlled by endorsements, the plan, or applicable law.

     DEATH BEFORE ANNUITY COMMENCEMENT

     If you or the Annuitant dies prior to the Annuity Commencement Date, we
will pay an amount as proceeds to the designated Beneficiary, as of the date we
receive proof of death and all requirements necessary to make the payment. That
amount will be the greatest of:

     (a) the Accumulation Value, less any outstanding loan balance, less Credits
         applied within the 12 months immediately preceding death;

     (b) the sum of all premium payments made, less any outstanding loan
         balance, partial withdrawals, and surrender charges on those partial
         withdrawals, or

     (c) the "reset value" plus any additional premium payments made since the
         most recent "Reset Anniversary," less any outstanding loan balance,
         "proportional withdrawals" made since the most recent Reset
         Anniversary, any surrender charges applicable to such "proportional
         withdrawals," and Credits applied within the 12 months immediately
         preceding death.

     In states where approved, we recalculate the reset value, with respect to
any policy, every year from the date of the initial premium payment ("Reset
Anniversary") until you or the Annuitant reaches age 80. For all other policies,
we calculate the reset value every three years from the date of the initial
premium payment until you or the Annuitant reaches age 80. We calculate the
reset value on the Reset Anniversary based on a comparison between (a) the
current Reset Anniversary's Accumulation Value, and (b) the prior Reset
Anniversary's value, plus any premiums since the prior Reset Anniversary date,
less any proportional withdrawals and surrender charges on those proportional
withdrawals since the last Reset Anniversary date. The greater of the compared
values will be the new reset value. Please consult with your registered
representative regarding the reset value that is available under your particular
policy.

     A proportional withdrawal is an amount equal to the amount withdrawn from
the policy divided by the policy's Accumulation Value immediately preceding the
withdrawal, multiplied by the reset value immediately preceding the withdrawal.

     We have set forth below an example of how the death benefit is calculated
in a state where we calculate the reset value every three years. In this
example, we have assumed the following:

     (1) you purchase a policy with a $200,000 premium payment;

     (2) a Credit of $9,000 is applied to your policy;

     (3) the Accumulation Value is $250,000 in the second Policy Year;

     (4) $20,000 withdrawal is made prior to the policy's third Policy
Anniversary;

     (5) the Accumulation Value is $220,000 on the third Policy Anniversary
         (Reset Anniversary); and

     (6) you die in the fourth Policy Year and the Accumulation Value of the
         policy has decreased to $175,000.

                                       31
<PAGE>   33

              The death benefit is the greatest of:

<TABLE>
                       <S>  <C>                                              <C>
                       (a)  Accumulation Value                               =  $175,000
                       (b)  Premium payments less any partial                =  $180,000 ($200,000 - $20,000)
                            withdrawals; or
                       (c)  Reset value (Accumulation Value on third         =  $220,000
                            Policy Anniversary)
</TABLE>

     In this example, your Beneficiary(ies) would receive $220,000.

     The formula guarantees that the amount we pay will at least equal the sum
of all premium payments (less any outstanding loan balance, partial withdrawals,
and surrender charges on such partial withdrawals, independent of the investment
experience of the Separate Account. The Beneficiary may receive the amount
payable in a lump sum or under any life income payment option which is then
available. If more than one Beneficiary is named, each Beneficiary will be paid
a pro rata portion from each Allocation Alternative and the DCA Advantage Plan
Account in which the policy is invested as of the date we receive proof of death
and all requirements necessary to make the payment to that Beneficiary. We will
keep the remaining balance in the policy to pay the other Beneficiaries. Due to
market fluctuations, the remaining Accumulation Value may increase or decrease
and we may pay subsequent Beneficiaries a different amount.

     We will make payments in a lump sum to the Beneficiary unless you have
elected or the Beneficiary elects otherwise in a signed written notice which
gives us the information that we need. If such an election is properly made, we
will apply all or part of these proceeds:

          (i)  under the Life Income Payment Option to provide an immediate
               annuity for the Beneficiary who will be the policy owner and
               Annuitant; or

          (ii) under another Income Payment option we may offer at the time.
               Payments under the annuity or under any other method of payment
               we make available must be for the life of the Beneficiary, or for
               a number of years that is not more than the life expectancy of
               the Beneficiary at the time of the policy owner's death (as
               determined for federal tax purposes), and must begin within one
               year after the policy owner's death. (See "Income Payments"
               below.)

     If your spouse is the Beneficiary, we can pay the proceeds to the surviving
spouse if you die before the Annuity Commencement Date or the policy can
continue with the surviving spouse as (a) the new policy owner and, (b) if you
were the Annuitant, as the Annuitant. If a policy is jointly owned, ownership
rights and privileges under the policy must be exercised jointly and benefits
under the policy will be paid upon the death of any joint owner. (See "Federal
Tax Matters--Taxation of Annuities in General" at page 37.)

     If the Annuitant and, where applicable under another Income Payment option,
the Joint Annuitant, if any, die after the Annuity Commencement Date, NYLIAC
will pay the sum required by the Income Payment option in effect.

     We will make any distribution or application of policy proceeds within 7
days after NYLIAC receives all documents (including documents necessary to
comply with federal and state tax law) in connection with the event or election
that causes the distribution to take place, subject to postponement in certain
circumstances. (See "Delay of Payments" at page 33.)

     INCOME PAYMENTS

     (a) Election of Income Payment Options

     We will make Income Payments under the Life Income Payment Option or under
such other option we may offer at that time where permitted by state laws. We
will require that a lump sum payment be made if the Accumulation Value is less
than $2,000. At any time before the Annuity Commencement Date, you may change
the Income Payment option or request any other method of payment we agree to. If
the Life Income Payment Option is chosen, we may require proof of birth date
before Income Payments begin. For Income Payment options involving life income,
the actual age of the Annuitant will affect the amount of each payment. Since
payments based on older Annuitants are expected to be fewer in number, the
amount of each annuity payment should be greater. We will make payments under
the Life Income Payment Option in the same specified amount and over the life of
the Annuitant with a guarantee of 10 years of payments, even if the Annuitant
dies sooner. NYLIAC does not currently offer variable Income Payment options.

     Under Income Payment Options involving life income, the payee may not
receive Income Payments equal to the total premium payments if the Annuitant
dies before the actuarially predicted date of death. We base Income

                                       32
<PAGE>   34

Payment Options involving life income on annuity tables that vary on the basis
of sex, unless the policy was issued under an employer sponsored plan or in a
state which requires unisex rates.

     (b) Other Methods of Payment

     If NYLIAC agrees, you (or the Beneficiary upon the death of you or the
Annuitant prior to the Annuity Commencement Date) may choose to have Income
Payments made under some other method of payment or in a lump sum.

     (c) Proof of Survivorship

     We may require satisfactory proof of survival from time to time before we
pay any Income Payments or other benefits. We will request the proof at least 30
days prior to the next scheduled payment date.

     DELAY OF PAYMENTS

     We will pay any amounts due from the Separate Account under the policy
within seven days of the date NYLIAC receives all documents (including documents
necessary to comply with federal and state tax law) in connection with a request
unless:

          1. The New York Stock Exchange ("NYSE") is closed for other than usual
             weekends or holidays, or trading on the NYSE is otherwise
             restricted;

          2. An emergency exists as defined by the Securities and Exchange
             Commission ("SEC");

          3. The SEC permits a delay for the protection of security holders; or

          4. The check used to pay the premium has not cleared through the
             banking system. This may take up to 15 days.

     For the same reasons, we will delay transfers from the Separate Account to
the Fixed Account.

     We may also delay payments of any amount due from the Fixed Account and/or
the DCA Program. When permitted by law, we may defer payment of any partial
withdrawal or full surrender request for up to six months from the date of
surrender from the Fixed Account and/or the DCA Program. We will pay interest of
at least 3.5% per year on any partial withdrawal or full surrender request
deferred for 30 days or more.

     DESIGNATION OF BENEFICIARY

     You may name, in a written form acceptable to us, one or more
Beneficiaries. Thereafter, before the Annuity Commencement Date and while the
Annuitant is living, you may change the Beneficiary by written notice in a form
acceptable to NYLIAC. If before the Annuity Commencement Date, the Annuitant
dies before you and no Beneficiary for the proceeds or for a stated share of the
proceeds survives, the right to the proceeds or shares of the proceeds passes to
you. If you are the Annuitant, the proceeds pass to your estate. However, if the
policy owner who is not the Annuitant dies before the Annuity Commencement Date,
and no Beneficiary for the proceeds or for a stated share of the proceeds
survives, the right to the proceeds or shares of the proceeds passes to the
policy owner's estate.

     For policies issued through a Policy Request, the Beneficiary will be the
policy owner or his/her estate until the Beneficiary is designated as described
under "Policy Application and Premium Payments" at page 21.

     RESTRICTIONS UNDER INTERNAL REVENUE CODE SECTION 403(B)(11)

     Distributions attributable to salary reduction contributions made in years
beginning after December 31, 1988 (including the earnings on these
contributions), as well as to earnings in such years on salary reduction
accumulations held as of the end of the last year beginning before January 1,
1989, may not begin before the employee attains age 59 1/2, separates from
service, dies or becomes disabled. The plan may also provide for distribution in
the case of hardship. However, hardship distributions are limited to amounts
contributed by salary reduction. The earnings on such amounts may not be
withdrawn. Even though a distribution may be permitted under these rules (e.g.
for hardship or after separation from service), it may still be subject to a 10%
additional income tax as a premature distribution. To the extent that these
limitations on distributions conflict with the redeemability provisions of the
Investment Company Act of 1940, NYLIAC relies upon a November 28, 1988 no-
action letter for exemptive relief.

     Under the terms of your plan, you may have the option to invest in other
403(b) funding vehicles, including 403(b)(7) custodial accounts. You should
consult your plan document to make this determination.

     LOANS

     Loans are available only if you have purchased your policy in connection
with a 403(b) plan and may not be available in all states for plans subject to
the Employment Retirement Income Security Act of 1974 ("ERISA").

                                       33
<PAGE>   35

Under your 403(b) policy, you may borrow against your policy's Accumulation
Value after the first Policy Year and prior to the Annuity Commencement Date.
Unless we agree otherwise, only one loan may be outstanding at a time. A minimum
Accumulation Value of $5,000 must remain in the policy. The minimum loan amount
is $500. The maximum loan that you may take is the lesser of: (a) 50% of the
policy's Accumulation Value on the date of the loan or (b) $50,000. We withdraw
a loan processing fee of $25 from the Accumulation Value on a pro rata basis,
unless prohibited by applicable state law or regulation. If on the date of the
loan you do not have a Fixed Accumulation Value equal to at least 125% (110% in
New York) of the loan amount, we will transfer sufficient Accumulation Value
from the Investment Divisions and/or DCA Advantage Plan Account on a pro rata
basis so that the Fixed Accumulation Value equals 125% (110% in New York) of the
loan amount. While a loan is outstanding, you may not make partial withdrawals
or transfers which would reduce the Fixed Accumulation Value to an amount less
than 125% (110% in New York) of the outstanding loan balance.

     For plans not subject to ERISA, the interest rate paid by the policy owner
of the loan will equal 5%. We will credit the assets being held in the Fixed
Account to secure the loan with the minimum guaranteed interest rate of 3%. For
plans subject to ERISA, we will apply the interest charged on the loan at the
then current prime rate plus 1%. We will credit the money being held in the
Fixed Account to secure the loan with a rate of interest that is the prime rate
less 1%, but it will always be at least equal to the minimum guaranteed interest
rate of 3%. For all plans, we will assess interest in arrears as part of the
periodic loan repayments.

     You must repay the loan on a periodic basis at a frequency not less
frequently than quarterly and over a period no greater than five years from the
date it is taken. If a loan repayment is in default we will withdraw the amount
in default from the Fixed Accumulation Value to the extent permitted by federal
income tax rules. We will take such a repayment on a first-in, first-out (FIFO)
basis from amounts allocated to the Fixed Account.

     We permit loans to acquire a principal residence under the same terms
described above, except that:

          (a) the minimum loan amount is $5,000; and

          (b) repayment of the loan amount may be extended to a maximum of
              twenty-five years.

     We deduct any outstanding loan balance including any accrued interest from
the Fixed Accumulation Value prior to payment of a surrender or the commencement
of the annuity benefits. On death of the policy owner or Annuitant, we deduct
any outstanding loan balance from the Fixed Accumulation Value as a partial
withdrawal as of the date we receive the notice of death.

     Loans are subject to the terms of the policy, your 403(b) plan and the
Internal Revenue Code, which may impose restrictions upon them. We reserve the
right to suspend, modify, or terminate the availability of loans under this
policy at any time. However, any action taken by us will not affect already
outstanding loans.

     RIDERS

     At no additional charge, we include two riders under the policy: an
Unemployment Benefit Rider, for Non-Qualified, IRA and Roth IRA policies, and a
Living Needs Benefit Rider, for all types of policies. The first two riders
described below provide for an increase in the amount that can be withdrawn from
your policy which will not be subject to a surrender charge upon the happening
of certain qualifying events. The Investment Protection Plan rider is available
at an additional cost. The riders are only available in those states where they
have been approved. Please consult with your registered representative regarding
the availability of these riders in your state.

     (a) Living Needs Benefit Rider

     If the Annuitant enters a nursing home, becomes terminally ill or disabled,
you may be eligible to receive all or a portion of the Accumulation Value
without paying a surrender charge. The policy must have been inforce for at
least one year and have a minimum Accumulation Value of $5,000. You must also
provide us with proof that the Annuitant has spent 60 or more consecutive days
in a nursing home. Withdrawals will be taxable to the extent of gain and, prior
to age 59 1/2, may be subject to a 10% IRS penalty. This rider is in effect in
all states where approved.

     (b) Unemployment Benefit Rider

     For all Non-Qualified, IRA and Roth IRA policies, if you become unemployed,
you may be eligible to increase the amount that can be withdrawn from your
policy up to 50% without paying surrender charges. This rider can only be used
once. The policy must have been inforce for at least one year and have a minimum
Accumulation

                                       34
<PAGE>   36

Value of $5,000. You also must have been unemployed for at least 60 consecutive
days. Withdrawals may be taxable transactions and, prior to age 59 1/2, may be
subject to a 10% IRS penalty. This rider is in effect in all states where
approved.

     (c) Investment Protection Plan Rider (optional)

     THE INVESTMENT PROTECTION PLAN RIDER IS AVAILABLE ONLY IN STATES WHERE
APPROVED. If you select this rider, you will be able to surrender the policy and
receive the greater of the policy Accumulation Value or the amount that is
guaranteed under the rider. While this rider is in effect, we will deduct a
charge from your Accumulation Value on each policy quarter. (See "Other
Charges--Investment Protection Plan Rider Charge" at page 28). When you make a
partial withdrawal, we will reduce the amount that is guaranteed under the rider
by the amount of the proportional withdrawal. The proportional withdrawal is
equal to the amount withdrawn from the policy (including any amount withdrawn
for the surrender charge) divided by the Accumulation Value immediately
preceding the withdrawal, multiplied by the amount that is guaranteed
immediately preceding the withdrawal.

     The amount that is guaranteed under the rider will depend on when you
select or reset it:

          (i)  At the time of application: The amount that is guaranteed will
               equal the initial premium payment plus any additional premium
               payments we receive in the first Policy Year, less all
               proportional withdrawals. Premium payments made after the first
               Policy Year will not be included in the amount that is
               guaranteed. The rider will take effect on the Policy Date.

          (ii)  While the policy is in force: The amount that is guaranteed will
                equal the Accumulation Value on the date the rider takes effect,
                less all proportional withdrawals. The rider will take effect on
                the next Policy Anniversary following the date we receive your
                application for the rider.

          (iii) Resetting the guaranteed amount: You may request to reset the
                amount that is guaranteed at any time while the rider is in
                effect. The new rider will take effect on the Policy Anniversary
                immediately following the date we receive your request to reset.
                The amount that is guaranteed will equal the Accumulation Value
                on the next Policy Anniversary, less all proportional
                withdrawals. We will also reset a new charge for the rider and
                the Rider Risk Charge Adjustment on that Policy Anniversary.
                (See "Other Charges--Investment Protection Plan Rider Charge"
                and "Other Charges--Rider Risk Charge Adjustment" at page 28).

     You will be eligible to receive the benefit under this rider beginning on
the tenth Policy Anniversary after the later of (1) the effective date of the
rider or (2) the effective date of any reset. You may also exercise this benefit
on any Policy Anniversary subsequent to the tenth. To exercise this benefit, you
must send us a written request to surrender the policy no later than ten
Business Days after the applicable Policy Anniversary. Amounts paid to you under
the terms of this rider may be taxable and you may be subject to a 10% tax
penalty if paid before you reach age 59 1/2.

     You may cancel this rider within 30 days after delivery of the rider or, if
you selected this feature at the time of application, within 30 days after
delivery of the policy. You must return the rider to us or to the registered
representative through whom it was purchased, with a written request for
cancellation. Upon receipt of this request, we will promptly cancel the rider
and refund any Investment Protection Plan Rider charge which may have been
deducted. After this 30-day period, you still have the right to discontinue the
rider. However, we will deduct a Rider Risk Charge Adjustment from your
Accumulation Value and we will not refund any Investment Protection Plan Rider
charge which may have been deducted. (See "Other Charges--Rider Risk Charge
Adjustment" at page 28). The cancellation will be effective on the date we
receive your request.

     This rider is available on all Non-Qualified and Roth IRA policies so long
as the first date that you can exercise and receive benefits under the rider is
before the Annuity Commencement Date. The rider is also available on IRA and
SEP-IRA policies if the policy owner is younger than age 66 on the date the
rider takes effect.

     Because this rider generally provides protection against decreases in the
policy's Accumulation Value due to negative investment performance, this rider
may not be a benefit to you if all or most of your Accumulation Value is
allocated to the Fixed Account. You should select this rider only if you have or
intend to have most or all of your Accumulation Value allocated to the
Investment Divisions.

                                       35
<PAGE>   37

     This rider will provide no benefit if you surrender the policy before the
Policy Anniversary on which you are eligible to exercise the rider. Therefore,
you should select this rider only if you intend to keep the policy for at least
ten years.

     We have set forth below an example of how the benefit of this rider may be
realized and how partial withdrawals will impact the guaranteed amount. In this
example, we have assumed the following:

          (1) the rider is selected at the time of application;

          (2) an initial premium payment of $100,000 is made;

          (3) a Credit of $4,500 is applied to your policy;

          (4) no additional premium payments are made;

          (5) a withdrawal of $20,000 is made in the eighth Policy Year;

          (6) the Accumulation Value immediately preceding the withdrawal has
     decreased to $80,000; and

          (7) the Accumulation Value on the tenth Policy Year has decreased to
     $50,000.

     The guaranteed amount at time of application was $104,500. When the partial
withdrawal was made in the eighth Policy Year, we reduced the guaranteed amount
by the amount of the proportional withdrawal. We calculated the amount of the
proportional withdrawal by taking the requested withdrawal amount, dividing it
by the Accumulation Value immediately preceding the withdrawal, and then
multiplying that number by the guaranteed amount immediately preceding the
withdrawal.

        Proportional withdrawal = ($20,000/$80,000) x $104,500 = $26,125

     To determine the new guaranteed amount after the withdrawal, we subtracted
the amount of the proportional withdrawal from the initial guaranteed amount:
($104,500 - $26,125) = $78,375. If this policy is surrendered in the tenth
Policy Year, the policy owner receives $78,375 even though the Accumulation
Value has decreased to $50,000.

                               THE FIXED ACCOUNT

     The Fixed Account is supported by the assets in NYLIAC's general account,
which includes all of NYLIAC's assets except those assets specifically allocated
to NYLIAC's separate accounts. NYLIAC has sole discretion to invest the assets
of the Fixed Account subject to applicable law. The Fixed Account is not
registered under the federal securities laws and is generally not subject to
their provisions. Furthermore, the staff of the Securities and Exchange
Commission has not reviewed the disclosures in this Prospectus relating to the
Fixed Account. These disclosures regarding the Fixed Account may be subject to
certain applicable provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.

     (a) Interest Crediting

     NYLIAC guarantees that it will credit interest at an annual effective rate
of at least 3% to amounts allocated or transferred to the Fixed Account under
the policies. We credit interest on a daily basis. NYLIAC may, at its sole
discretion, credit a higher rate or rates of interest to amounts allocated or
transferred to the Fixed Account. Interest rates will be set on the anniversary
of each premium payment or transfer. All premium payments and additional amounts
(including transfers from other Investment Divisions) allocated to the Fixed
Account, plus prior interest earned on such amounts, will receive their
applicable interest rate for one-year periods from the anniversary on which the
allocation or transfer was made.

     (b) Transfers to Investment Divisions

     You may transfer amounts from the Fixed Account to the Investment Divisions
up to 30 days prior to the Annuity Commencement Date, subject to the following
conditions.

          1. The maximum amount you are allowed to transfer from the Fixed
     Account to the Investment Divisions during any Policy Year is 20% of the
     Fixed Accumulation Value at the beginning of the Policy Year.

          2. The minimum amount that you may transfer from the Fixed Account to
     the Investment Divisions is the lesser of (i) $500 or (ii) the Fixed
     Accumulation Value, unless we agree otherwise. Additionally, the remaining
     value in the Fixed Account must be at least $500. If, after a contemplated
     transfer, the remaining values in the Fixed Account would be less than
     $500, that amount must be included in the transfer, unless

                                       36
<PAGE>   38

     NYLIAC in its discretion permits otherwise. We determine amounts
     transferred from the Fixed Account on a first-in, first-out ("FIFO") basis,
     for purposes of determining the rate at which we credit interest on monies
     remaining in the Fixed Account.

     Except as part of an existing request relating to the traditional Dollar
Cost Averaging option, the Interest Sweep option or the DCA Advantage Plan
(where available), you may not transfer money into the Fixed Account if you made
a transfer out of the Fixed Account during the previous six-month period.

     You must make transfer requests in writing on a form approved by NYLIAC or
by telephone in accordance with established procedures. (See "Procedures for
Telephone Transactions" at page 23.)

     We will deduct partial withdrawals and apply any surrender charges to the
Fixed Account on a FIFO basis (i.e., from any value in the Fixed Account
attributable to premium payments or transfers from Investment Divisions in the
same order in which you allocated such payments or transfers to the Fixed
Account during the life of the policy).

                         THE DCA ADVANTAGE PLAN ACCOUNT

     Like the Fixed Account, the DCA Advantage Plan Account is also supported by
the assets in NYLIAC's general account. The DCA Advantage Plan Account is not
registered under the federal securities laws. The information contained in the
first paragraph under "The Fixed Account" on page 36, equally applies to the DCA
Advantage Plan Account.

     NYLIAC will set interest rates in advance for each date on which we may
receive a premium payment to the DCA Advantage Plan Account. We will never
declare less than a 3% annual effective rate. Premium payments into the DCA
Advantage Plan Account will receive the applicable interest rate in effect on
the Business Day we receive the premium payment. Interest rates for subsequent
premium payments made into the DCA Advantage Plan Account may be different from
the rate applied to prior premium payments made into the DCA Advantage Plan
Account.

     The annual effective rate that we declare is credited only to amounts
remaining in the DCA Advantage Plan Account. We credit the interest on a daily
basis. Because money is periodically transferred out of the DCA Advantage Plan
Account, amounts in the DCA Advantage Plan Account will not achieve the declared
annual effective rate.

                              FEDERAL TAX MATTERS

     INTRODUCTION

     THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. The
Qualified Policies are designed for use by individuals in retirement plans which
are intended to qualify as plans qualified for special income tax treatment
under Sections 219, 403, 408, 408A or 457 of the Code. The ultimate effect of
federal income taxes on the Accumulation Value, on Income Payments and on the
economic benefit to you, the Annuitant or the Beneficiary depends on the type of
retirement plan for which the Qualified Policy is purchased, on the tax and
employment status of the individual concerned and on NYLIAC's tax status. The
following discussion assumes that Qualified Policies are used in retirement
plans that qualify for the special federal income tax treatment described above.
This discussion is not intended to address the tax consequences resulting from
all of the situations in which a person may be entitled to or may receive a
distribution under a policy. Any person concerned about these tax implications
should consult a competent tax adviser before making a premium payment. This
discussion is based upon NYLIAC's understanding of the present federal income
tax laws as they are currently interpreted by the Internal Revenue Service. We
cannot predict the likelihood of continuation of the present federal income tax
laws or of the current interpretations by the Internal Revenue Service, which
may change from time to time without notice. Any such change could have
retroactive effects regardless of the date of enactment. Moreover, this
discussion does not take into consideration any applicable state or other tax
laws except with respect to the imposition of any state premium taxes. We
suggest you consult with your tax adviser.

     TAXATION OF ANNUITIES IN GENERAL

     The following discussion assumes that the policies will qualify as annuity
contracts for federal income tax purposes. The Statement of Additional
Information discusses such qualifications.

                                       37
<PAGE>   39

     Section 72 of the Code governs taxation of annuities in general. NYLIAC
believes that an annuity policy owner generally is not taxed on increases in the
value of a policy until distribution occurs either in the form of a lump sum
received by withdrawing all or part of the Accumulation Value (i.e., surrenders
or partial withdrawals) or as Income Payments under the Income Payment option
elected. The exception to this rule is that generally, a policy owner of any
deferred annuity policy who is not a natural person must include in income any
increase in the excess of the policy owner's Accumulation Value over the policy
owner's investment in the contract during the taxable year. However, there are
some exceptions to this exception. You may wish to discuss these with your tax
counsel. The taxable portion of a distribution (in the form of an annuity or
lump sum payment) is generally taxed as ordinary income. For this purpose, the
assignment, pledge, or agreement to assign or pledge any portion of the
Accumulation Value generally will be treated as a distribution.

     In the case of a withdrawal or surrender distributed to a participant or
Beneficiary under a Qualified Policy (other than a Qualified Policy used in a
retirement plan that qualifies for special federal income tax treatment under
Section 457 of the Code as to which there are special rules), a ratable portion
of the amount received is taxable, generally based on the ratio of the
investment in the contract to the total policy value. The "investment in the
contract" generally equals the portion, if any, of any premium payments paid by
or on behalf of an individual under a policy which is not excluded from the
individual's gross income. For policies issued in connection with qualified
plans, the "investment in the contract" can be zero. The law requires the use of
special simplified methods to determine the taxable amount of payments that are
based in whole or in part on the Annuitant's life and that are paid from
qualified retirement plans under Section 401(a) and from qualified annuities and
Tax Sheltered Annuities under Sections 403(a) and 403(b).

     Generally, in the case of a withdrawal under a Non-Qualified Policy before
the Annuity Commencement Date, amounts received are first treated as taxable
income to the extent that the Accumulation Value immediately before the
withdrawal exceeds the "investment in the contract" at that time. Any additional
amount withdrawn is not taxable.

     Although the tax consequences may vary depending on the Income Payment
option elected under the policy, in general, only the portion of the Income
Payment that represents the amount by which the Accumulation Value exceeds the
"investment in the contract" will be taxed. After the investment in the policy
is recovered, the full amount of any additional Income Payments is taxable. For
fixed Income 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 Income Payments for the term of the
payments. However, the remainder of each Income Payment is taxable until the
recovery of the investment in the contract, and thereafter the full amount of
each annuity payment is taxable. If death occurs before full recovery of the
investment in the contract, the unrecovered amount may be deducted on the
annuitant's final tax return.

     In the case of a distribution, a penalty tax equal to 10% of the amount
treated as taxable income may be imposed. The penalty tax is not imposed in
certain circumstances, including, generally, distributions: (1) made on or after
the date on which the taxpayer is actual age 59 1/2, (2) made as a result of the
policy owner's or Annuitant's death or disability, or (3) received in
substantially equal installments paid at least annually as a life annuity. Other
tax penalties may apply to certain distributions pursuant to a Qualified Policy.

     All non-qualified, deferred annuity contracts issued by NYLIAC (or its
affiliates) to the same policy owner during any calendar year are to be treated
as one annuity contract for purposes of determining the amount includable in an
individual's gross income. In addition, there may be other situations in which
the Treasury Department may conclude (under its authority to issue regulations)
that it would be appropriate to aggregate two or more annuity contracts
purchased by the same policy owner. Accordingly, a policy owner should consult a
competent tax adviser before purchasing more than one policy or other annuity
contract.

     A transfer of ownership of a policy, or designation of an Annuitant or
other Beneficiary who is not also the policy owner, may result in certain income
or gift tax consequences to the policy owner. A policy owner contemplating any
transfer or assignment of a policy should contact a competent tax adviser with
respect to the potential tax effects of such a transaction.

     QUALIFIED PLANS

     The Qualified Policy is designed for use with several types of qualified
plans. The tax rules applicable to participants and beneficiaries in such
qualified plans vary according to the type of plan and the terms and conditions
of the plan itself. Special favorable tax treatment may be available for certain
types of contributions and distributions (including special rules for certain
lump sum distributions to individuals who attained the age of 50 by January 1,
1986). Adverse tax consequences may result from contributions in excess of
specified limits,

                                       38
<PAGE>   40

distributions prior to age 59 1/2 (subject to certain exceptions), distributions
that do not conform to specified minimum distribution rules and in certain other
circumstances. Therefore, this discussion only provides general information
about use of the policies with the various types of qualified plans. Policy
owners and participants under qualified plans as well as Annuitants and
Beneficiaries are cautioned that the rights of any person to any benefits under
qualified plans may be subject to the terms and conditions of the plans
themselves, regardless of the terms and conditions of the policy issued in
connection with the plan. Purchasers of policies for use with any qualified plan
should seek competent legal and tax advice regarding the suitability of the
policy.

          (a) Section 403(a) Plans.  Under Section 403(a) of the Code, payments
     made by employers to purchase annuity contracts, which meet certain
     requirements, for their employees are excludible from the gross income of
     the employee. Any amounts distributed to the employees under such annuity
     contracts are taxable to them in the years in which distributions are made.

          (b) Section 403(b) Plans.  Under Section 403(b) of the Code, payments
     made by public school systems and certain tax exempt organizations to
     purchase annuity policies for their employees are excludable from the gross
     income of the employee, subject to certain limitations. However, such
     payments may be subject to FICA (Social Security) taxes.

          (c) Individual Retirement Annuities.  Sections 219 and 408 of the Code
     permit individuals or their employers to contribute to an individual
     retirement program known as an "Individual Retirement Annuity" or "IRA",
     including an employer-sponsored Simplified Employee Pension or "SEP".
     Individual Retirement Annuities are subject to limitations on the amount
     which may be contributed and deducted and the time when distributions may
     commence. In addition, distributions from certain other types of qualified
     plans may be placed into Individual Retirement Annuities on a tax-deferred
     basis.

          (d) Roth Individual Retirement Annuities.  Section 408A of the Code
     permits individuals with incomes below a certain level to contribute to an
     individual retirement program known as a "Roth Individual Retirement
     Annuity" or "Roth IRA." Roth IRAs are subject to limitations on the amount
     that may be contributed. Contributions to Roth IRAs are not deductible, but
     distributions from Roth IRAs that meet certain requirements are not
     included in gross income. Certain individuals are eligible to convert their
     existing non-Roth IRAs into Roth IRAs. They will be subject to income tax
     at the time of conversion.

          (e) Deferred Compensation Plans.  Section 457 of the Code, while not
     actually providing for a qualified plan as that term is normally used,
     provides for certain deferred compensation plans with respect to service
     for state governments, local governments, political subdivisions, agencies,
     instrumentalities and certain affiliates of such entities and tax exempt
     organizations which enjoy special treatment. The policies can be used with
     such plans. Under such plans, a participant may specify the form of
     investment in which his or her participation will be made. Such investments
     are generally owned by, and are subject to, the claims of the general
     creditors of the sponsoring employer, except that Section 457 plans of
     state and local government must be held and used for the exclusive benefit
     of participants and beneficiaries in a trust or annuity contract.

                          DISTRIBUTOR OF THE POLICIES

     NYLIFE Distributors Inc. ("NYLIFE Distributors"), 51 Madison Avenue, New
York, New York 10010, is the principal underwriter and the distributor of the
policies. It is an indirect wholly-owned subsidiary of New York Life. The
maximum commission paid to broker-dealers who have entered into dealer
agreements with NYLIFE Distributors is not expected to exceed 7%. A portion of
this amount is paid as commissions to registered representatives.

                                 VOTING RIGHTS

     The Funds are not required to and typically do not hold routine annual
stockholder meetings. Special stockholder meetings will be called when
necessary. To the extent required by law, NYLIAC will vote the Eligible
Portfolio shares held in the Investment Divisions at special shareholder
meetings of the Funds in accordance with instructions we receive from persons
having voting interests in the corresponding Investment Division. If, however,
the federal securities laws are amended, or if NYLIAC's present interpretation
should change, and as a result, NYLIAC determines that it is allowed to vote the
Eligible Portfolio shares in its own right, we may elect to do so.

     Prior to the Annuity Commencement Date, you hold a voting interest in each
Investment Division to which you have money allocated. We will determine the
number of votes which are available to you by dividing the

                                       39
<PAGE>   41

Accumulation Value attributable to an Investment Division by the net asset value
per share of the applicable Eligible Portfolios. We will calculate the number of
votes which are available to you separately for each Investment Division. We
will determine that number by applying your percentage interest, if any, in a
particular Investment Division to the total number of votes attributable to the
Investment Division.

     We will determine the number of votes of the Eligible Portfolio which are
available as of the date established by the Portfolio of the relevant Fund.
Voting instructions will be solicited by written communication prior to such
meeting in accordance with procedures established by the relevant Fund.

     If we do not receive timely instructions, we will vote those shares in
proportion to the voting instructions which are received with respect to all
policies participating in that Investment Division. We will apply voting
instructions to abstain on any item to be voted upon on a pro rata basis to
reduce the votes eligible to be cast. Each person having a voting interest in an
Investment Division will receive proxy material, reports and other materials
relating to the appropriate Eligible Portfolio.

                                       40
<PAGE>   42

                           TABLE OF CONTENTS FOR THE
                  STATEMENT OF ADDITIONAL INFORMATION ("SAI")

     The SAI contains more details concerning the subjects discussed in this
Prospectus. The following is the Table of Contents for that SAI:

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
THE POLICIES................................................    2
INVESTMENT PERFORMANCE CALCULATIONS.........................    2
GENERAL MATTERS.............................................    4
FEDERAL TAX MATTERS.........................................    4
DISTRIBUTOR OF THE POLICIES.................................    5
SAFEKEEPING OF SEPARATE ACCOUNT ASSETS......................    6
STATE REGULATION............................................    6
RECORDS AND REPORTS.........................................    6
LEGAL PROCEEDINGS...........................................    6
INDEPENDENT ACCOUNTANTS.....................................    6
OTHER INFORMATION...........................................    6
FINANCIAL STATEMENTS........................................  F-1
</TABLE>

 How to obtain a MainStay Premium Plus Variable Annuity Statement of Additional
                                  Information.

               Call (800) 762-6212 or send this request form to:

                            MainStay Annuities
                            51 Madison Avenue
                            Room 3300
                            New York, NY 10010

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

Please send me a MainStay Premium Plus Variable Annuity Statement of Additional
                                  Information
                               dated May 12, 2000

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

- --------------------------------------------------------------------------------
Address

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

                                       41
<PAGE>   43

                      STATEMENT OF ADDITIONAL INFORMATION

                                  MAY 12, 2000
                                      FOR

                     MAINSTAY PREMIUM PLUS VARIABLE ANNUITY
                                      FROM
                NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
                                  INVESTING IN
                  NYLIAC VARIABLE ANNUITY SEPARATE ACCOUNT-III

     This Statement of Additional Information ("SAI") is not a prospectus. This
SAI contains information that expands upon subjects discussed in the current
MainStay Premium Plus Variable Annuity Prospectus. You should read the SAI in
conjunction with the current MainStay Premium Plus Variable Annuity Prospectus
dated May 12, 2000. You may obtain a copy of the Prospectus by calling MainStay
Annuities at (888) 695-6246 or writing to MainStay Annuities, 300 Berwyn Park,
P.O. Box 3031, Berwyn, PA 19312-0031. Terms used but not defined in this SAI
have the same meaning as in the current MainStay Premium Plus Variable
Annuity(SM) Prospectus.

                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
THE POLICIES (20)...........................................    2
     Valuation of Accumulation Units (25)...................    2
INVESTMENT PERFORMANCE CALCULATIONS.........................    2
     MainStay VP Cash Management Investment Division........    2
     MainStay VP Government, MainStay VP High Yield
       Corporate Bond and MainStay VP Bond Investment
       Division Yields......................................    3
     Average Annual Total Return............................    3
GENERAL MATTERS.............................................    4
FEDERAL TAX MATTERS (36)....................................    4
     Taxation of New York Life Insurance and Annuity
       Corporation..........................................    4
     Tax Status of the Policies.............................    4
DISTRIBUTOR OF THE POLICIES (38)............................    5
SAFEKEEPING OF SEPARATE ACCOUNT ASSETS......................    6
STATE REGULATION............................................    6
RECORDS AND REPORTS.........................................    6
LEGAL PROCEEDINGS...........................................    6
INDEPENDENT ACCOUNTANTS.....................................    6
OTHER INFORMATION...........................................    6
FINANCIAL STATEMENTS........................................  F-1
</TABLE>

- ------------
* (Numbers in parentheses refer to page numbers of corresponding sections of the
  current MainStay Premium Plus Variable Annuity Prospectus.)
<PAGE>   44

                                  THE POLICIES

     The following provides additional information about the policies and
supplements the description in the Prospectus.

     VALUATION OF ACCUMULATION UNITS

     Accumulation Units are valued separately for each Investment Division of
the Separate Account. The method used for valuing Accumulation Units in each
Investment Division is the same. We arbitrarily set the value of each
Accumulation Unit as of the date operations began for the Investment Division.
Thereafter, the value of an Accumulation Unit of an Investment Division for any
Business Day equals the value of an Accumulation Unit in that Investment
Division as of the immediately preceding Business Day multiplied by the "Net
Investment Factor" for that Investment Division for the current Business Day.

     We determine the Net Investment Factor for each Investment Division for any
period from the close of the preceding Business Day to the close of the current
Business Day (the "Valuation Period") by the following formula:

                                   (a/b) - c

Where: a = the result of:

          (1) the net asset value per share of the Eligible Portfolio shares
          held in the Investment Division determined at the end of the current
          Valuation Period, plus

          (2) the per share amount of any dividend or capital gain distribution
          made by the Eligible Portfolio for shares held in the Investment
          Division if the "ex-dividend" date occurs during the current Valuation
          Period;

         b = the net asset value per share of the Eligible Portfolio shares held
             in the Investment Division determined as of the end of the
             immediately preceding Valuation Period; and

         c = a factor representing the charges deducted from the applicable
             Investment Division on a daily basis. Such factor is equal, on an
             annual basis, to 1.40% of the daily net asset value of the Separate
             Account. (See "Other Charges" at page 27 of the Prospectus.)

     The Net Investment Factor may be greater or less than one. Therefore, the
value of an Accumulation Unit in an Investment Division may increase or decrease
from Valuation Period to Valuation Period.

                      INVESTMENT PERFORMANCE CALCULATIONS

     MAINSTAY VP CASH MANAGEMENT INVESTMENT DIVISION

     NYLIAC calculates the MainStay VP Cash Management Investment Division's
current annualized yield for a seven-day period in a manner which does not take
into consideration any realized or unrealized gains or losses on shares of the
MainStay VP Cash Management Portfolio or on its portfolio securities. This
current annualized yield is computed by determining the net change (exclusive of
realized gains and losses on the sale of securities and unrealized appreciation
and depreciation) in the value of a hypothetical account having a balance of one
unit of the MainStay VP Cash Management Investment Division at the beginning of
such seven-day period, dividing such net change in account value by the value of
the account at the beginning of the period to determine the base period return
and annualizing this quotient on a 365-day basis. The net change in account
value reflects the deductions for the administration fee and the mortality and
expense risk charge, and income and expenses accrued during the period. Because
of these deductions, the yield for the MainStay VP Cash Management Division will
be lower than the yield for the MainStay VP Cash Management Portfolio.

     NYLIAC also calculates the effective yield of the MainStay VP Cash
Management Investment Division for the same seven-day period on a compounded
basis. The effective yield is calculated by compounding the unannualized base
period return by adding one to the base period return, raising the sum to a
power equal to 365 divided by 7, and subtracting one from the result.

     The yield on amounts held in the MainStay VP Cash Management Investment
Division normally will fluctuate on a daily basis. Therefore, the disclosed
yield for any given past period is not an indication or representation of future
yields or rates of return. The MainStay VP Cash Management Investment Division's
actual yield is affected by changes in interest rates on money market
securities, average portfolio maturity of the MainStay VP Cash

                                        2
<PAGE>   45

Management Portfolio, the types and quality of portfolio securities held by the
MainStay VP Cash Management Portfolio, and its operating expenses.

    MAINSTAY VP GOVERNMENT, MAINSTAY VP HIGH YIELD CORPORATE BOND AND MAINSTAY
    VP BOND INVESTMENT DIVISION YIELDS

     The current annualized yield of the MainStay VP Government, MainStay VP
High Yield Corporate Bond and MainStay VP Bond Investment Divisions refers to
the income generated by these Investment Divisions over a specified 30-day
period. Because the yield is annualized, the yield generated by an Investment
Division during the 30-day period is assumed to be generated each 30-day period.
We compute the yield by dividing the net investment income per accumulation unit
earned during the period by the price per unit on the last day of the period,
according to the following formula:

- ----                        YIELD = 2[(a-b+1)(6)-1]
                                                                  cd

Where: a = net investment income earned during the period by the Portfolio
           attributable to shares owned by the MainStay VP Government, MainStay
           VP High Yield Corporate Bond or MainStay VP Bond Investment Division.

         b = expenses accrued for the period (net of reimbursements).

         c = the average daily number of accumulation units outstanding during
the period.

         d = the maximum offering price per accumulation unit on the last day of
the period.

     Accrued expenses will include all recurring fees that are charged to all
policy owner accounts. The yield calculations do not reflect the effect of any
surrender charges that may be applicable to a particular policy. Surrender
charges range from 7% to 0% of the premium payments withdrawn depending on the
elapsed time since the relevant premium payment was made.

     Because of the charges and deductions imposed by the Separate Account the
yield for the Investment Divisions will be lower than the yield for the
corresponding Portfolio of the Fund. The yield on amounts held in the Investment
Divisions normally will fluctuate over time. Therefore, the disclosed yield for
any given past period is not an indication or representation of future yields or
rates of return. The MainStay VP Government, MainStay VP High Yield Corporate
Bond or MainStay VP Bond Investment Division's actual yield will be affected by
the types and quality of portfolio securities held by the MainStay VP
Government, MainStay VP High Yield Corporate Bond and MainStay VP Bond
Portfolios of the Fund and their operating expenses.

     AVERAGE ANNUAL TOTAL RETURN.  Average annual total return quotations for
the Investment Divisions are computed by finding the average annual compounded
rates of return over the periods shown that would equate the initial amount
invested to the ending redeemable value, according to the following formula:

                                P(1+T)(n) = ERV

Where: P = a hypothetical initial payment of $1,000.

         T = average annual total return.

         n = number of years.

     ERV = ending redeemable value of a hypothetical $1,000 payment made at the
           beginning of the one, five, or ten-year period or the inception date,
           at the end of the one, five or ten-year period (or fractional portion
           thereof).

     All total return figures are prepared under methods the SEC requires when
advertising performance information. For periods beginning on or after the dates
when the Investment Divisions started operations, the average annual total
return (if surrendered) figures may be referred to as "standardized"
performance. For periods before the dates when the Investment Divisions started
operations, the figures are considered "non-standardized". The average annual
total return (no surrender) figures are all considered "non-standardized".

     Performance data for the Investment Divisions may be compared, in
advertisements, sales literature and reports to shareholders, to: (i) the
investment returns on various mutual funds, stocks, bonds, certificates of
deposit, tax free bonds, or common stock and bond indexes; and (ii) other groups
of variable annuity separate accounts or other investment products tracked by
Lipper Analytical Services, a widely used independent research firm which ranks
mutual funds and other investment companies by overall performance, investment

                                        3
<PAGE>   46

objectives, and assets, or tracked by other services, companies, publications,
or persons who rank such investment companies on overall performance or other
criteria.

     Reports and promotional literature may also contain the ratings New York
Life and NYLIAC have received from independent rating agencies. New York Life
and NYLIAC are among only a few companies that have consistently received among
the highest possible ratings from the four major independent rating companies:
A.M. Best and Moody's (for financial stability and strength) and Standard and
Poor's and Duff & Phelps (for claims paying ability). However, neither New York
Life nor NYLIAC guarantees the investment performance of the Investment
Divisions.

                                GENERAL MATTERS

     NON-PARTICIPATING.  The policies are non-participating. Dividends are not
paid.

     MISSTATEMENT OF AGE OR SEX.  If the Annuitant's stated age and/or sex in
the policy are incorrect, NYLIAC will change the benefits payable to those which
the premium payments would have purchased for the correct age and sex. Sex is
not a factor when annuity benefits are based on unisex annuity payment rate
tables. (See "Income Payments--Election of Income Payment Options" at page 31 of
the Prospectus.) If we made payments based on incorrect age or sex, we will
increase or reduce a later payment or payments to adjust for the error. Any
adjustment will include interest, at 3.5% per year, from the date of the wrong
payment to the date the adjustment is made.

     ASSIGNMENTS.  If permitted by the plan or by law for the plan indicated in
the application for the policy, you may assign a Non-Qualified Policy or any
interest in it prior to the Annuity Commencement Date and during the Annuitant's
lifetime. NYLIAC will not be deemed to know of an assignment unless it receives
a copy of a duly executed instrument evidencing such assignment. Further, NYLIAC
assumes no responsibility for the validity of any assignment. (See "Federal Tax
Matters--Taxation of Annuities in General" at pages 36 and 37 of the
Prospectus.)

     MODIFICATION.  NYLIAC may not modify the policy without your consent except
to make the policy meet the requirements of the Investment Company Act of 1940,
or to make the policy comply with any changes in the Internal Revenue Code or as
required by the Code in order to continue treatment of the policy as an annuity,
or by any other applicable law.

     INCONTESTABILITY.  We rely on statements made in the application or a
Policy Request. They are representations, not warranties. We will not contest
the policy after it has been in force during the lifetime of the Annuitant for
two years from the Policy Date.

                              FEDERAL TAX MATTERS

     TAXATION OF NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

     NYLIAC is taxed as a life insurance company. Because the Separate Account
is not an entity separate from NYLIAC, and its operations form a part of NYLIAC,
it will not be taxed separately as a "regulated investment company" under
Subchapter M of the Code. Investment income and realized net capital gains on
the assets of the Separate Account are reinvested and are taken into account in
determining the Accumulation Value. As a result, such investment income and
realized net capital gains are automatically retained as part of the reserves
under the policy. Under existing federal income tax law, NYLIAC believes that
Separate Account investment income and realized net capital gains should not be
taxed to the extent that such income and gains are retained as part of the
reserves under the policy.

     TAX STATUS OF THE POLICIES

     Section 817(h) of the Code requires that the investments of the Separate
Account must be "adequately diversified" in accordance with Treasury regulations
in order for the policies to qualify as annuity contracts under Section 72 of
the Code. The Separate Account intends to comply with the diversification
requirements prescribed by the Treasury under Treasury Regulation Section
1.817-5.

     To comply with regulations under Section 817(h) of the Code, the Separate
Account is required to diversify its investments, so that on the last day of
each quarter of a calendar year, no more than 55% of the value of its assets is
represented by any one investment, no more than 70% is represented by any two
investments, no more than 80% is represented by any three investments, and no
more than 90% is represented by any four

                                        4
<PAGE>   47

investments. For this purpose, securities of a single issuer are treated as one
investment and each U.S. Government agency or instrumentality is treated as a
separate issuer. Any security issued, guaranteed, or insured (to the extent so
guaranteed or insured) by the U.S. Government or an agency or instrumentality of
the U.S. Government is treated as a security issued by the U.S. Government or
its agency or instrumentality, whichever is applicable.

     Although the Treasury Department has issued regulations on the
diversification requirements, such regulations do not provide guidance
concerning the extent to which policy owners may direct their investments to
particular subaccounts of a separate account, or the permitted number of such
subaccounts. It is unclear whether additional guidance in this regard will be
issued in the future. It is possible that if such guidance is issued, the policy
may need to be modified to comply with such additional guidance. For these
reasons, NYLIAC reserves the right to modify the policy as necessary to attempt
to prevent the policy owner from being considered the owner of the assets of the
Separate Account or otherwise to qualify the policy for favorable tax treatment.

     The Code also requires that non-qualified annuity contracts contain
specific provisions for distribution of the policy proceeds upon the death of
any policy owner. In order to be treated as an annuity contract for federal
income tax purposes, the Code requires that such policies provide that (a) if
any policy owner dies on or after the Annuity Commencement Date and before the
entire interest in the policy has been distributed, the remaining portion must
be distributed at least as rapidly as under the method in effect on the policy
owner's death; and (b) if any policy owner dies before the Annuity Commencement
Date, the entire interest in the policy must generally be distributed within 5
years after the policy owner's date of death. These requirements will be
considered satisfied if the entire interest of the policy is used to purchase an
immediate annuity under which payments will begin within one year of the policy
owner's death and will be made for the life of the Beneficiary or for a period
not extending beyond the life expectancy of the Beneficiary. If the Beneficiary
is the policy owner's surviving spouse, the Policy may be continued with the
surviving spouse as the new policy owner. If the policy owner is not a natural
person, these "death of Owner" rules apply when the primary Annuitant is
changed. Non-Qualified Policies contain provisions intended to comply with these
requirements of the Code. No regulations interpreting these requirements of the
Code have yet been issued and thus no assurance can be given that the provisions
contained in these policies satisfy all such Code requirements. The provisions
contained in these policies will be reviewed and modified if necessary to assure
that they comply with the Code requirements when clarified by regulation or
otherwise.

     Withholding of federal income taxes on the taxable portion of all
distributions may be required unless the recipient elects not to have any such
amounts withheld and properly notifies NYLIAC of that election. Different rules
may apply to United States citizens or expatriates living abroad. In addition,
some states have enacted legislation requiring withholding.

     Even if a recipient elects no withholding, special rules may require NYLIAC
to disregard the recipient's election if the recipient fails to supply NYLIAC
with a "TIN" or taxpayer identification number (social security number for
individuals) or if the Internal Revenue Service notifies NYLIAC that the TIN
provided by the recipient is incorrect.

                          DISTRIBUTOR OF THE POLICIES

     NYLIFE Distributors Inc. ("NYLIFE Distributors") is the distributor of the
policies. NYLIFE Distributors is registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 as a broker-dealer and is a
member of the National Association of Securities Dealers, Inc. NYLIFE
Distributors is an indirect wholly-owned subsidiary of New York Life. The
maximum commission paid to broker-dealers who have entered into dealer
agreements with NYLIFE Distributors is not expected to exceed 7%. A portion of
this amount is paid as commissions to registered representatives.

     As these policies are being offered for the first time, no underwriting
commissions have been paid.

     The policies are sold and premium payments are accepted on a continuous
basis.

                     SAFEKEEPING OF SEPARATE ACCOUNT ASSETS

     NYLIAC holds title to assets of the Separate Account. The assets are kept
physically segregated and held separate and apart from NYLIAC's general
corporate assets. Records are maintained of all purchases and redemptions of
Eligible Portfolio shares held by each of the Investment Divisions.
                                        5
<PAGE>   48

                                STATE REGULATION

     NYLIAC is a stock life insurance company organized under the laws of
Delaware, and is subject to regulation by the Delaware State Insurance
Department. We file an annual statement with the Delaware Commissioner of
Insurance on or before March 1 of each year covering the operations and
reporting on the financial condition of NYLIAC as of December 31 of the
preceding calendar year. Periodically, the Delaware Commissioner of Insurance
examines the financial condition of NYLIAC, including the liabilities and
reserves of the Separate Account.

     In addition, NYLIAC is subject to the insurance laws and regulations of all
the states where it is licensed to operate. The availability of certain policy
rights and provisions depends on state approval and/or filing and review
processes. Where required by state law or regulation, the policies will be
modified accordingly.

                              RECORDS AND REPORTS

     NYLIAC maintains all records and accounts relating to the Separate Account.
As presently required by the federal securities laws, NYLIAC will mail to you at
your last known address of record, at least semi-annually after the first Policy
Year, reports containing information required under the federal securities laws
or by any other applicable law or regulation.

                               LEGAL PROCEEDINGS

     NYLIAC is a defendant in individual and/or alleged class action suits
arising from its agency sales force, insurance (including variable contracts
registered under the federal securities law), investment, retail securities
and/or other operations, including actions involving retail sales practices.
Most of these actions also seek substantial or unspecified compensatory and
punitive damages. NYLIAC is also from time to time involved in various
governmental, administrative, and investigative proceedings and inquiries.

     Given the uncertain nature of litigation and regulatory inquiries, the
outcome of which cannot be predicted, NYLIAC nevertheless believes that, after
provisions made in the financial statements, the ultimate liability that could
result from litigation and proceedings would not have a material adverse effect
on NYLIAC's financial position; however, it is possible that settlements or
adverse determinations in one or more actions or other proceedings in the future
could have a material adverse effect on NYLIAC's operating results for a given
year.

                            INDEPENDENT ACCOUNTANTS

     PricewaterhouseCoopers LLP, independent accountants, 1177 Avenue of the
Americas, New York, New York audited the annual financial statements of NYLIAC.
We have included the financial statements in this Statement of Additional
Information in reliance on the reports of PricewaterhouseCoopers LLP, given on
the authority of that firm as experts in auditing and accounting.

                               OTHER INFORMATION

     NYLIAC filed a registration statement with the Securities and Exchange
Commission, under the Securities Act of 1933 as amended, with respect to the
policies discussed in the Prospectus and this Statement of Additional
Information. We have not included all of the information set forth in the
registration statement, amendments and exhibits to the registration statement in
the Prospectus and this Statement of Additional Information. We intend the
statements contained in the Prospectus and this Statement of Additional
Information concerning the content of the policies and other legal instruments
to be summaries. For a complete statement of the terms of these documents, you
should refer to the instruments filed with the Securities and Exchange
Commission. The omitted information may be obtained at the principal offices of
the Securities and Exchange Commission in Washington, D.C., upon payment of
prescribed fees, or through the Commission's website at www.sec.gov.

                                        6
<PAGE>   49

                              FINANCIAL STATEMENTS

                                       F-1
<PAGE>   50

                            PART C. OTHER INFORMATION

ITEM 24.         FINANCIAL STATEMENTS AND EXHIBITS

a.       Financial Statements.

            All required financial statements are included in Part B of this
Registration Statement.
b.       Exhibits.

(1)              Resolution of the Board of Directors of New York Life Insurance
                 and Annuity Corporation ("NYLIAC") authorizing establishment of
                 the Separate Account - Previously filed as Exhibit (1) to
                 Registrant's initial Registration Statement, re-filed in
                 accordance with Regulation S-T, 17 CFR 232.102(e) as Exhibit
                 (1) to Registrant's Post-Effective Amendment No. 2 on Form N-4,
                 and incorporated herein by reference.

(2)              Not applicable.

(3)(a)           Distribution Agreement between NYLIFE Securities Inc. and
                 NYLIAC - Previously filed as Exhibit (3)(a) to Post-Effective
                 Amendment No. 1 to the registration statement on Form S-6 for
                 NYLIAC MFA Separate Account-I (File No. 2-86084), re-filed in
                 accordance with Regulation S-T, 17 CFR 232.102(e) as Exhibit
                 (3)(a) to Post-Effective Amendment No. 4 to the registration
                 statement on Form S-6 for NYLIAC Variable Universal Life
                 Separate Account-I (File No. 33-64410), and incorporated herein
                 by reference.

(3)(b)           Distribution Agreement between NYLIFE Distributors Inc. and
                 NYLIAC - Previously filed as Exhibit (3)(b) to Registrant's
                 Post-Effective Amendment No. 1 on Form N-4, and incorporated
                 herein by reference.

(4)              Specimen Policy - Filed herewith MainStay Premium Plus Variable
                 Annuity.

(5)              Form of application for a Policy - Filed herewith MainStay
                 Premium Plus Variable Annuity.

(6)(a)           Certificate of Incorporation of NYLIAC - Previously filed as
                 Exhibit (6)(a) to the registration statement on Form S-6 for
                 NYLIAC MFA Separate Account-I (File No. 2-86083), re-filed in
                 accordance with Regulation S-T, 17 CFR 232.102(e) as Exhibit
                 (6)(a) to the initial registration statement on Form S-6 for
                 NYLIAC Corporate Sponsored Variable Universal Life Separate
                 Account-I (File No. 333-07617), and incorporated herein by
                 reference.

(6)(b)(1)        By-Laws of NYLIAC - Previously filed as Exhibit (6)(b) to the
                 registration statement on Form S-6 for NYLIAC MFA Separate
                 Account-I (File No. 2-86083), re-filed in accordance with
                 Regulation S-T, 17 CFR 232.102(e) as Exhibit (6)(b) to the
                 initial registration statement on Form S-6 for NYLIAC Corporate



                                       C-1
<PAGE>   51


                 Sponsored Variable Universal Life Separate Account-I (File No.
                 333-07617), and incorporated herein by reference.

(6)(b)(2)        Amendments to By-Laws of NYLIAC - Previously filed in
                 accordance with Regulation S-T, 17 CFR 232.102(e) as Exhibit
                 (6)(b) to Pre-Effective Amendment No. 1 to the registration
                 statement on Form S-6 for NYLIAC Variable Universal Life
                 Separate Account-I (File No. 333-39157), and incorporated
                 herein by reference.

(7)              Contract of Reinsurance between Connecticut General Life
                 Insurance Company/Cigna Reinsurance and NYLIAC - Previously
                 filed as Exhibit (7) to Registrant's Post-Effective Amendment
                 No. 1 on Form N-4, and incorporated herein by reference.

(8)(a)           Stock Sale Agreement between NYLIAC and MainStay VP Series
                 Fund, Inc. (formerly New York Life MFA Series Fund, Inc.) -
                 Previously filed as Exhibit (8)(a) to Pre-Effective Amendment
                 No. 1 to the registration statement on Form N-1 for New York
                 Life MFA Series Fund, Inc. (File No. 2-86082), re-filed in
                 accordance with Regulation S-T, 17 CFR 232.102(e) as Exhibit
                 (9)(a) to Pre-Effective Amendment No. 1 to the registration
                 statement on Form S-6 for NYLIAC Corporate Sponsored Variable
                 Universal Life Separate Account-I (File No. 333-07617), and
                 incorporated herein by reference.

(8)(b)           Participation Agreement among Acacia Capital Corporation,
                 Calvert Asset Management Company, Inc. and NYLIAC, as amended -
                 Previously filed in accordance with Regulation S-T, 17 CFR
                 232.102(e) as Exhibit (9)(b)(1) to Pre-Effective Amendment No.
                 1 to the registration statement on Form S-6 for NYLIAC
                 Corporate Sponsored Variable Universal Life Separate Account-I
                 (File No. 333-07617), and incorporated herein by reference.

(8)(c)           Participation Agreement among The Alger American Fund, Fred
                 Alger and Company, Incorporated and NYLIAC - Previously filed
                 in accordance with Regulation S-T, 17 CFR 232.102(e) as Exhibit
                 (9)(b)(2) to Pre-Effective Amendment No. 1 to the registration
                 statement on Form S-6 for NYLIAC Corporate Sponsored Variable
                 Universal Life Separate Account-I (File No. 333-07617), and
                 incorporated herein by reference.

(8)(d)           Participation Agreement between Janus Aspen Series and NYLIAC -
                 Previously filed in accordance with Regulation S-T, 17 CFR
                 232.102(e) as Exhibit (9)(b)(3) to Pre-Effective Amendment No.
                 1 to the registration statement on Form S-6 for NYLIAC
                 Corporate Sponsored Variable Universal Life Separate Account-I
                 (File No. 333-07617), and incorporated herein by reference.

(8)(e)           Participation Agreement among Morgan Stanley Universal Funds,
                 Inc., Morgan Stanley Asset Management Inc. and NYLIAC -
                 Previously filed in accordance with Regulation S-T, 17 CFR
                 232.102(e) as Exhibit (9)(b)(4) to Pre-Effective Amendment No.
                 1 to the registration statement on Form S-6 for NYLIAC
                 Corporate Sponsored Variable Universal Life Separate Account-I
                 (File No. 333-07617), and incorporated herein by reference.

(8)(f)           Participation Agreement among Variable Insurance Products Fund,
                 Fidelity Distributors Corporation and NYLIAC - Previously filed
                 in accordance with Regulation S-T, 17 CFR 232.102(e) as Exhibit
                 (9)(b)(5) to Pre-Effective Amendment No. 1 to the registration
                 statement on Form S-6 for NYLIAC Corporate Sponsored Variable
                 Universal Life Separate Account-I (File No. 333-07617), and
                 incorporated herein by reference.

(8)(g)           Participation Agreement among Variable Insurance Products Fund
                 II, Fidelity Distributors Corporation and NYLIAC - Previously
                 filed in accordance with Regulation S-T, 17 CFR 232.102(e) as
                 Exhibit (9)(b)(6) to Pre-Effective Amendment No. 1 to the
                 registration statement on Form S-6 for NYLIAC Corporate


                                       C-2

<PAGE>   52


                 Sponsored Variable Universal Life Separate Account-I (File No.
                 333-07617), and incorporated herein by reference.

(8)(h)           Form of Participation Agreement among T. Rowe Price Equity
                 Series, Inc., T. Rowe Price Associates, Inc. and NYLIAC -
                 Previously filed in accordance with Regulation S-T, 17 CFR
                 232.102(e) as Exhibit (8)(h) to Post-Effective Amendment
                 No. 7 to the registration statement on Form N-4 for NYLIAC
                 Variable Annuity Separate Account-I (File No. 33-53342), and
                 incorporated herein by reference.

(8)(i)           Form of Participation Agreement among Van Eck Worldwide
                 Insurance Trust, Van Eck Associates Corporation and NYLIAC -
                 Previously filed in accordance with Regulation S-T, 17 CFR
                 232.102(e) as Exhibit (8)(i) to Post-Effective Amendment No.
                 7 to the registration statement on Form N-4 for NYLIAC Variable
                 Annuity Separate Account-I (File No. 33-53342), and
                 incorporated herein by reference.

(8)(j)           Form of Participation Agreement among MFS Variable Insurance
                 Trust, Massachusetts Financial Services Company and NYLIAC -
                 Previously filed in accordance with Regulation S-T, 17 CFR
                 232.102(e) as Exhibit (8)(j) to Post-Effective Amendment No.
                 7 to the registration statement on Form N-4 for NYLIAC Variable
                 Annuity Separate Account-I (File No. 33-53342), and
                 incorporated herein by reference.

(9)              Opinion and Consent of Thomas F. English, Esq. - To be filed by
                 pre-effective amendment.

(10)(a)          Consent of PricewaterhouseCoopers LLP - To be filed by
                 pre-effective amendment.

(10)(b)          Powers of Attorney for the Directors and Officers of NYLIAC -
                 Previously filed in accordance with Regulation S-T, 17 CFR
                 232.102(e) as Exhibit (9)(c) to Pre-Effective Amendment No. 2
                 to the registration statement on Form S-6 for NYLIAC Corporate
                 Sponsored Variable Universal Life Separate Account-I (File No.
                 333-07617) for the following, and incorporated herein by
                 reference:

                 Jay S. Calhoun, Vice President, Treasurer and Director
                   (Principal Financial Officer)
                 Richard M. Kernan, Jr., Director
                 Robert D. Rock, Senior Vice President and Director
                 Frederick J. Sievert, President and Director (Principal
                   Executive Officer)
                 Stephen N. Steinig, Senior Vice President, Chief Actuary and
                   Director
                 Seymour Sternberg, Director

(10)(c)          Power of Attorney for Maryann L. Ingenito, Vice President and
                 Controller (Principal Accounting Officer) - Previously filed in
                 accordance with Regulation S-T, 17 CFR 232.102(e) as Exhibit
                 (9)(d) to Pre-Effective Amendment No. 1 to the registration
                 statement on Form S-6 for NYLIAC Corporate Sponsored Variable
                 Universal Life Separate Account-I (File No. 333-07617), and
                 incorporated herein by reference.

(10)(d)          Power of Attorney for Howard I. Atkins, Executive Vice
                 President (Principal Financial Officer) - Previously filed as
                 Exhibit 8 (d) to Pre-Effective Amendment No. 1 to the
                 registration statement on Form S-6 for NYLIAC Variable
                 Universal Life Separate Account-I (File No. 333-39157), and
                 incorporated herein by reference.

(10)(e)          Power of Attorney for Certain Directors of NYLIAC - Previously
                 filed as Exhibit (10)(e) to Registrant's Post-Effective
                 Amendment No. 6 on Form N-4 and incorporated herein by
                 reference for the following:

                 George J. Trapp, Director
                 Frank M. Boccio, Director
                 Phillip J. Hildebrand, Director
                 Michael G. Gallo, Director
                 Solomon Goldfinger, Director
                 Howard I. Atkins, Director

(11)             Not applicable.

(12)             Not applicable.

(13)             Schedule of Computations - Previously filed as Exhibit (13) to
                 Post-Effective Amendment No. 7 to the Registration Statement on
                 Form N-4 for NYLIAC Variable Annuity Separate Account-I (File
                 No. 33- 53342), and incorporated herein by reference.


                                       C-3

<PAGE>   53


(14)             Not applicable.


ITEM 25.         DIRECTORS AND OFFICERS OF THE DEPOSITOR

The business address of each director and officer of NYLIAC is 51 Madison
Avenue, New York, NY 10010.


<TABLE>
<CAPTION>

         Name:                                          Title:
         -----                                          ------
<S>                                                     <C>
         Seymour Sternberg                              Director
         Richard M. Kernan, Jr.                         Director
         Frederick J. Sievert                           Director and President
         George J. Trapp                                Director
         Frank M. Boccio                                Director
         Robert D. Rock                                 Director and Senior Vice President
         Howard I. Atkins                               Director, Executive Vice President and Chief Financial Officer
         Michael Gallo                                  Director, Senior Vice President
         Solomon Goldfinger                             Director, Senior Vice President
         Phillip J. Hildebrand                          Director, Senior Vice President
         Jean E. Hoysradt                               Senior Vice President
         Gary G. Benanav                                Executive Vice President and Chairman of Taiwan Branch
         Jay S. Calhoun                                 Senior Vice President and Treasurer
         Judith E. Campbell                             Senior Vice President and Chief Information Officer
         Shiela K. Davidson                             Senior Vice President
         Richard D. Levy                                Senior Vice President
         Michael J. McLaughlin                          Senior Vice President and General Counsel
         Michael J. Nocera                              Senior Vice President
         Frank J. Ollari                                Senior Vice President
         Anne F. Pollack                                Senior Vice President
         Stephen N. Steinig                             Senior Vice President and Chief Actuary
         Thomas J. Warga                                Senior Vice President and General Auditor
         Edward C. Wilson                               Senior Vice President and Chief Sales Officer
         William Cheng                                  Vice President
         Limim Chu                                      General Manager and President of Taiwan Branch
         Henry Ciapas                                   Vice President
         Patrick Colloton                               Vice President
         John A. Cullen                                 Vice President and Assistant Controller
         Lisa O. Cullity                                Vice President
         Melvin J. Feinberg                             Vice President
         Jane L. Hamrick                                Vice President and Actuary
         David A.K. Harland                             Vice President and Secretary
         Robert E. Hebron                               Vice President
         Celia J. Holtzberg                             Vice President
         Robert Hynes                                   Vice President
         Maryann L. Ingenito                            Vice President and Controller
         Himi L. Kittner                                Vice President
         David Krystel                                  Vice President
         Thomas S. McArdle                              Vice President
         Daniel J. McKillop                             Vice President
         John R. Meyer                                  Vice President
         William H. Mowat                               Vice President
         Michael M. Oleske                              Vice President and Tax Counsel
         Danny Ramjit                                   Vice President and CFO Taiwan Branch
         Andrew N. Reiss                                Vice President and National Sales Manager
         Joel Steinberg                                 Vice President and Actuary
         Lawrence R. Stoehr                             Vice President
         Richard W. Zuccaro                             Vice President

</TABLE>



                                       C-4

<PAGE>   54



ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH DEPOSITOR OR
         REGISTRANT


The Depositor, NYLIAC, is a wholly-owned subsidiary of New York Life Insurance
Company ("New York Life"). The Registrant is a segregated asset account of
NYLIAC. The following chart indicates persons presumed to be controlled by New
York Life(+), unless otherwise indicated. Subsidiaries of other subsidiaries are
indented accordingly, and ownership is 100% unless otherwise indicated.


<TABLE>
<CAPTION>
                                                                       Jurisdiction of           Percent of Voting
Name                                                                   Organization              Securities Owned
<S>                                                                    <C>                       <C>
Aegis Technologies, Inc.(1)                                            Delaware

MainStay Institutional Funds Inc.(2)                                   Maryland

MainStay VP Series Fund, Inc.(3)                                       Maryland

New York Life Insurance and Annuity Corporation                        Delaware

New York Life Irrevocable Trust of 1996(4)                             New York                  N/A

NYLIFE LLC                                                             New York
     Avanti Corporate Health Systems, Inc.                             Delaware
     Avanti of the District, Inc.                                      Maryland
     Avanti of New Jersey, Inc.                                        New Jersey
     Docservco, Inc.                                                   New York
     Eagle Strategies Corp.                                            Arizona
     Greystone Realty Corporation                                      Delaware
         Greystone Realty Management, Inc.                             Delaware
     MacKay Shields LLC                                                Delaware
     Madison Square Advisers LLC                                       Delaware
     MainStay Management LLC                                           Delaware
     MainStay Shareholder Services LLC                                 Delaware
     MSC Holding, Inc.                                                 Georgia                   85.43%
     Monitor Capital Advisors LLC                                      Delaware
     New York Life Benefit Services LLC                                Massachusetts
</TABLE>


- --------

         (1) A Certificate of Dissolution was filed for this Company on April 9,
1996. Pursuant to Delaware law, the Company's existence is "continued" for a
period of three years following dissolution for purposes of winding up.
Therefore, this Company is included here for informational purposes only.

         (2) This entity is an unaffiliated registered investment company as to
which New York Life and/or its subsidiaries perform investment management,
administrative, distribution and underwriting services. It is not a subsidiary
of New York Life but is included here for informational purposes only.


         (3) New York Life serves as investment adviser to this entity, the
shares of which are held of record by separate accounts of NYLIAC. New York Life
disclaims any beneficial ownership and control of this entity. New York Life
and NYLIAC as depositors of said separate accounts have agreed to vote their
shares as to matters covered in the proxy statements in accordance with voting
instructions received from holders of variable annuity and variable life
insurance policies at the shareholders meeting of these entities. It is not
a subsidiary of New York Life, but is included here for informational purposes
only.


         (4) An unaffiliated trust formed solely for the purpose of holding
shares of New York Life Settlement Corporation. It is not a subsidiary of New
York Life, but is included here for informational purposes only.




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

(+)      By including the indicated corporations in this list, New York Life is
         not stating or admitting that said corporations are under its actual
         control; rather, these corporations are listed here to ensure full
         compliance with the requirements of this Form N-4.



                                       C-5

<PAGE>   55

<TABLE>
<CAPTION>
                                                                       Jurisdiction of           Percent of Voting
Name                                                                   Organization              Securities Owned
<S>                                                                    <C>                       <C>
(NYLIFE Inc. subsidiaries cont.)
         ADQ Insurance Agency, Inc.                                    Massachusetts
     New York Life Capital Corporation                                 Delaware
     New York Life International Investment Inc.                       Delaware
         Monetary Research Ltd.                                        Bermuda
         NYL Management Limited                                        United Kingdom
              Taiyo Life Gamma Asset Management Ltd(5)                 Japan                     16.7%
     New York Life International Investment Asia Ltd.                  Mauritius
     New York Life International, Inc.                                 Delaware
         New York Life Worldwide Capital, Inc.                         Delaware
         New York Life Worldwide Development, Inc.                     Delaware
         New York Life Worldwide (Bermuda) Ltd.                        Bermuda
         New York Life Insurance Worldwide Ltd.                        Bermuda
         New York Life (U.K.) Ltd.(6)                                  United Kingdom            99.97%
              Life Assurance Holding Corporation Limited               United Kingdom            23%
                  Windsor Life Assurance Company Limited               United Kingdom
              Windsor Construction Company Limited                     United Kingdom
         KOHAP New York Life Insurance Ltd.                            South Korea               51%
         P.T. Asuransi Jiwa Sewu-New York Life                         Indonesia                 50.2%
         GEO New York Life, S.A.                                       Mexico                    49%
     New York Life Trust Company                                       New York
     NYLIFE Administration Corp.                                       Texas
     NYLIFE Depositary Corporation                                     Delaware
         NYLIFE Structured Asset Management Company Ltd.               Texas                     16.67%; NYLIFE
                                                                                                 SFD Holding Inc.
                                                                                                 owns the remaining
                                                                                                 83.33%
     NYLIFE Distributors Inc.                                          Delaware
     NYLIFE HealthCare Management, Inc.                                Delaware
         Express Scripts, Inc.                                         Delaware                  44.8% of total
                                                                                                 combined stock and
                                                                                                 89.1% of the voting
                                                                                                 rights
              Express Scripts Vision Corporation                       Delaware
              Great Plains Reinsurance Company                         Arizona
              Practice Patterns Science, Inc.                          Delaware                  80%
              ESI Canada Holdings, Inc.                                Canada
                  ESI Canada, Inc.                                     Canada
              IVTx of Houston, Inc.                                    Texas
              IVTx of Dallas, Inc.                                     Texas
              PhyNet, Inc.                                             Delaware
</TABLE>


- --------

         (5) Based on the percentage of ownership as well as the lack of
"control" by New York Life over management or policies of this company, this
entity is not considered a subsidiary of New York Life but is included here for
informational purposes only.

         (6) One share is held by NYLIFE LLC, a Nominee, as required by British
law.


                                       C-6

<PAGE>   56


<TABLE>
<CAPTION>
                                                                       Jurisdiction of           Percent of Voting
Name                                                                   Organization              Securities Owned
<S>                                                                    <C>                       <C>
(NYLIFE Inc. subsidiaries cont.)
          WellPath of Arizona Reinsurance Company                      Arizona
          NYLCare NC Holdings, Inc.
                              WellPath Community Health Plans, L.L.C.  North Carolina            Duke Medical
                                                                                                 Strategies, Inc. holds
                                                                                                 50%; 50% LLC interest

                              WPCHP Holdings, Inc.                     Delaware

                              WellPath Preferred Services, L.L.C.      North Carolina            99.9%; WPCHP
                                                                                                 Holdings, Inc. owns
                                                                                                 other 11%
                              WellPath Select Holdings, L.L.C.         North Carolina            WPCHP Holdings,
                                                                                                 Inc. holds 11%;
                                                                                                 99% LLC Interest
                              WellPath Select, Inc.                    North Carolina
          WellPath of Carolina, Inc.                                   Delaware
                  ETHIX Great Lakes, Inc.                              Michigan
                  ETHIX Mid-Atlantic, Inc.                             Pennsylvania
                  ETHIX Midlands, Inc.                                 Delaware
                  ETHIX Mid-Rivers, Inc.                               Missouri
                  ETHIX Northwest Public Services, Inc.                Washington
                  ETHIX Northwest, Inc.                                Washington
                      NYLCare Health Plans Northwest, Inc.             Washington
                  ETHIX Pacific, Inc.                                  Oregon
                  ETHIX Southeast, Inc.                                North Carolina
              Benefit Panel Services, Inc.                             California                50%; 50%
                                                                                                 owned by
                                                                                                 Anthem Companies,
                                                                                                 Inc.
                   BPS Health Plan Administrators                      California
                   VivaHealth, Incorporated                            California
                   One Liberty Plaza Holdings, Inc.                    Delaware
     NYLIFE Refinery Inc.                                              Delaware
     NYLIFE Securities Inc.                                            New York
     NYLIFE SFD Holding Inc.                                           Delaware
         NYLIFE Structured Asset Management Company, Ltd.              Texas                     83.33%; NYLIFE
                                                                                                 Depositary Corp.
                                                                                                 owns the remaining
                                                                                                 16.67%
     NYLINK Insurance Agency Incorporated                              Delaware
         NYLINK Insurance Agency of Alabama, Incorporated              Alabama
         NYLINK Insurance Agency of Hawaii, Incorporated               Hawaii
         NYLINK Insurance Agency of Massachusetts, Incorporated        Massachusetts
</TABLE>



                                       C-7

<PAGE>   57

<TABLE>
<CAPTION>
                                                                       Jurisdiction of           Percent of Voting
Name                                                                   Organization              Securities Owned
<S>                                                                    <C>                       <C>
(NYLIFE Inc. subsidiaries cont.)
         NYLINK Insurance Agency of New Mexico, Incorporated           New Mexico

         NYLINK Insurance Agency of Ohio, Incorporated(7)              Ohio

         NYLINK Insurance Agency of Oklahoma, Incorporated(7)          Oklahoma

         NYLINK Insurance Agency of Texas, Incorporated(7)             Texas

     NYLTEMPS Inc.                                                     Delaware

NYLIFE Insurance Company of Arizona                                    Arizona

The MainStay Funds(8)                                                  Massachusetts
</TABLE>

- -----------
        (7) This entity is an unaffiliated insurance agency for which New York
Life and its subsidiaries perform administrative services. It is not a
subsidiary of New York Life but is included for informational purposes only.




        (8) This entity is an unaffiliated registered investment company for
which New York Life subsidiaries perform investment management, administrative,
distribution and underwriting services. It is not a subsidiary of New York Life,
but is included here for informational purposes only.


ITEM 27.          NUMBER OF CONTRACT OWNERS


      As of January 31, 2000, there were approximately 97,940 owners of Policies
offered under NYLIAC Variable Annuity Separate Account-III.


ITEM 28.          INDEMNIFICATION

      Reference is made to Article VIII of the Depositor's By-Laws; See Exhibit
(6)(b)(1) under Item 24.



      New York Life maintains Directors and Officers Liability/Company
Reimbursement ("D&O") insurance which covers directors, officers and trustees of
New York Life, its subsidiaries, and its subsidiaries and certain affiliates
including the Depositor while acting in their capacity as such. The total annual
aggregate of D&O coverage is $150 million applicable to all insureds under the
D&O policies. There is no assurance that such coverage will be maintained by New
York Life or for the Depositor in the future as, in the past, there have been
large variances in the availability of D&O insurance for financial institutions.


      Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Depositor pursuant to the foregoing provisions, or otherwise, the Depositor has





                                       C-8

<PAGE>   58


been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Depositor of expenses incurred
or paid by a director, officer or controlling person of the Depositor 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 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) Investment companies (other than the Registrant) for which NYLIFE
Distributors Inc. is currently acting as underwriter:

          NYLIAC Corporate Sponsored Variable Universal Life Separate Account-I
          NYLIAC MFA Separate Account-I
          NYLIAC MFA Separate Account-II
          NYLIAC Variable Annuity Separate Account-I
          NYLIAC Variable Annuity Separate Account-II
          NYLIAC Variable Universal Life Separate Account-I
          NYLIAC VLI Separate Account

      (b) Directors and Officers.

      The business address of each director and officer of NYLIFE Distributors
Inc. is 300 Interpace Parkway, Parsippany, New Jersey 07054.



<TABLE>
<CAPTION>
     Names of Directors and Officers                 Positions and Offices with Underwriter
     -------------------------------                 --------------------------------------
<S>                                                  <C>
     Frank M. Boccio                                 Director
     Jefferson C. Boyce                              Director
     Michael G. Gallo                                Director
     Phillip J. Hildebrand                           Director
     Robert D. Rock                                  Director
     Stephen C. Roussin                              Director and Senior Vice President
     Robert E. Brady                                 Director and Vice President
     Mark Gordon                                     President
     Sheila K. Davidson                              Chief Compliance Officer
     Thomas J. Warga                                 Senior Vice President and General Auditor
     Jay S. Calhoun                                  Vice President and Treasurer
     David J. Krystel                                Vice President
     Linda M. Livornese                              Vice President
     John H. O'Byrne                                 Vice President
     John Flanagan                                   Vice President and Chief Financial Officer
     Richard W. Zuccaro                              Tax Vice President
     Louis H. Adasse                                 Corporate Vice President
     Thomas J. Murray                                Corporate Vice President
     Arphiela Arizmendi                              Assistant Vice President
     Antoinette B. Cirillo                           Assistant Vice President
     Albert W. Leier                                 Assistant Vice President
     Geraldine Lorito                                Assistant Vice President
     Mark A. Gomez                                   Secretary
     Ronald M. Jamison                               Assistant Secretary
     Lori S. Whittaker                               Assistant Secretary
</TABLE>




                                      C-9

<PAGE>   59


      (c) Commissions and Other Compensation


<TABLE>
<CAPTION>
     Name of                  New Underwriting             Compensation on
    Principal                   Discounts and               Redemption or                Brokerage
   Underwriter                   Commissions                Annuitization               Commission                Compensation
   -----------                   -----------                -------------               ----------                ------------
<S>                           <C>                          <C>                          <C>                       <C>
NYLIFE Distributors
Inc.                                 -0-                         -0-                        -0-                        -0-
</TABLE>


ITEM 30.          LOCATION OF ACCOUNTS AND RECORDS

      All accounts and records required to be maintained by Section 31(a) of the
1940 Act and the rules under it are maintained by NYLIAC at its home office, 51
Madison Avenue, Room 0150, New York, New York 10010; New York Life - Records
Division, 110 Cokesbury Road, Lebanon, New Jersey 08833 and with Iron Mountain
Records Management, Inc. at both 8 Neptune Drive, Poughkeepsie, New York 12601
and Route 9W South, Port Ewen, New York 12466-0477.


ITEM 31.          MANAGEMENT SERVICES - Not applicable.


ITEM 32.          UNDERTAKINGS - Registrant hereby undertakes:

      (a) to file a post-effective amendment to this registration statement as
frequently as is necessary to ensure that the audited financial statements in
the registration statement are never more than 16 months old for so long as
payments under the variable annuity contracts may be accepted;

      (b) to include either (1) 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 (2) a post card or similar
written communication affixed to or included in the prospectus that the
applicant can remove to send for a Statement of Additional Information;

      (c) to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form promptly upon written
or oral request.


      REPRESENTATION AS TO THE REASONABLENESS OF AGGREGATE FEES AND CHARGES

      New York Life Insurance and Annuity Corporation ("NYLIAC"), the sponsoring
insurance company of NYLIAC Variable Annuity Separate Account-III, hereby
represents that the fees and charges deducted under the NYLIAC MainStay Premium
Plus Variable Annuity Policies are reasonable in relation to the services
rendered, the expenses expected to be incurred and the risks assumed by NYLIAC.


                                      C-10

<PAGE>   60


SECTION 403(b) REPRESENTATIONS

      Registrant represents that it is relying on a no-action letter dated
November 28, 1988, to the American Council of Life Insurance (Ref. No. IP-6-88)
regarding Sections 22(e), 27(c)(1), and 27(d) of the Investment Company Act of
1940, in connection with redeemability restrictions on Section 403(b) Policies,
and that paragraphs numbered (1) through (4) of that letter will be complied
with.












                                      C-11

<PAGE>   61


                                   SIGNATURES

      As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant certifies that it has caused this Registration Statement
to be signed on its behalf, in the City and State of New York on this 18th day
of February, 2000.

                                              NYLIAC VARIABLE ANNUITY
                                              SEPARATE ACCOUNT-III
                                                   (Registrant)

                                              By:  /s/ DAVID J. KRYSTEL
                                                   -----------------------------
                                                   David J. Krystel
                                                   Vice President


                                              NEW YORK LIFE INSURANCE AND
                                              ANNUITY CORPORATION
                                                   (Depositor)

                                              By:  /s/ DAVID J. KRYSTEL
                                                   -----------------------------
                                                   David J. Krystel
                                                   Vice President

As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

     Howard I. Atkins*              Executive Vice President and Director
                                    (Principal Financial Officer)

     Frank M. Boccio*               Director

     Michael G. Gallo*              Director

     Solomon Goldfinger*            Director

     Phillip J. Hildebrand*         Director

     John A. Cullen                 Vice President and Controller (Principal
                                    Accounting Officer)

     Richard M. Kernan, Jr.*        Director

     Robert D. Rock*                Senior Vice President and Director

     Frederick J. Sievert*          President and Director (Principal Executive
                                    Officer)

     Seymour Sternberg*             Director

     George J. Trapp*               Director

*By:      /s/ DAVID J. KRYSTEL
      ----------------------------------
      David J. Krystel
      Attorney-in-Fact
      February 18, 2000
<PAGE>   62


                                 EXHIBIT INDEX

Exhibit
Number                            Description

(4)      Specimen Policy

(15)     Form of Application for a Policy


<PAGE>   1

                 NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
                            (A Delaware Corporation)
                      Executive Office - 51 Madison Avenue
                               New York, NY 10010



THE CORPORATION New York Life Insurance and Annuity Corporation (NYLIAC) will
pay the benefits of this policy in accordance with its provisions. The following
pages are also a part of this policy.

ANNUITY BENEFIT ON THE ANNUITY COMMENCEMENT DATE, THE ACCUMULATION VALUE WILL BE
APPLIED TO PROVIDE A MONTHLY INCOME PAYMENT, AS STATED IN THE ANNUITY BENEFIT
SECTION.

RIGHT TO RETURN POLICY PLEASE EXAMINE YOUR POLICY. WITHIN 10 DAYS (OR LONGER IF
REQUIRED BY STATE LAW) AFTER DELIVERY, YOU MAY RETURN IT TO THE CORPORATION OR
TO THE REGISTERED REPRESENTATIVE THROUGH WHOM IT WAS PURCHASED, WITH A WRITTEN
REQUEST FOR A CANCELLATION. UPON RECEIPT OF THIS REQUEST, WE WILL PROMPTLY
CANCEL THE POLICY AND REFUND THE POLICY'S ACCUMULATION VALUE LESS ANY PREMIUM
CREDIT WE HAVE CREDITED TO THIS POLICY. THE AMOUNT REFUNDED TO YOU MAY BE MORE
OR LESS THAN THE PREMIUM PAYMENT(s).

PAYMENT OF PREMIUMS At any time before the Annuity Commencement Date and during
the lifetime of the Annuitant and Owner, premiums may be paid at any interval or
by any method we make available. Premium Payments are subject to the limitations
defined in the policy. The initial Premium Payment is shown on the Policy Data
Page.

REPORT TO OWNER At least once each Policy Year, New York Life Insurance and
Annuity Corporation will provide a report in connection with this policy. The
report will tell the Owner how much Accumulation Value there is as of the end of
the reporting period. It will also give the Owner any other facts required by
state law or regulations.

This policy is issued as of the Issue Date shown on the Policy Data Page.


                                                       /s/ Frederick J. Sievert
                                                       President
                                                       Frederick J. Sievert

                                                       /s/ George J. Trapp
                                                       Secretary
                                                       George J. Trapp

FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY

Monthly Income Payments Begin On The Annuity Commencement Date.
Premiums May Be Paid During The Annuitant's Lifetime, As Defined Herein.

THE AMOUNT OF ANY ACCUMULATION VALUE MAY INCREASE OR DECREASE BASED ON THE
INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT.

ACCUMULATION VALUES BASED ON THE PERFORMANCE OF THE SEPARATE ACCOUNT ARE
VARIABLE AND ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

A Stock Company Incorporated in Delaware.
Policy Is Non-Participating.

200-190


<PAGE>   2
                 NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
                     51 MADISON AVENUE - NEW YORK, NY 10010

                                   POLICY DATA
                                     Page 2

<TABLE>
<S>                   <C>    <C>                            <C>            <C>
ANNUITANT             --     JOHN DOE                       AGE: 55        MALE
POLICY NUMBER         --     00 000 000
POLICY DATE           --     FEBRUARY 1, 2000
OWNER                 --     THE ANNUITANT
PLAN                  --     NON-QUALIFIED
</TABLE>

ALLOCATION ALTERNATIVES:
ALGER AMERICAN SMALL CAPITALIZATION
AMERICAN CENTURY INCOME & GROWTH
CALVERT SOCIAL  BALANCED
DREYFUS LARGE COMPANY VALUE
EAGLE ASSET MANAGEMENT GROWTH EQUITY
FIDELITY VIP II CONTRAFUND
FIDELITY VIP EQUITY-INCOME
JANUS ASPEN SERIES BALANCED
JANUS ASPEN SERIES WORLDWIDE GROWTH
LORD ABBETT DEVELOPING GROWTH
MAINSTAY VP BOND
MAINSTAY VP CAPITAL APPRECIATION
MAINSTAY VP CASH MANAGEMENT
MAINSTAY VP CONVERTIBLE
MAINSTAY VP GOVERNMENT
MAINSTAY VP GROWTH EQUITY
MAINSTAY VP HIGH YIELD BOND
MAINSTAY VP INDEXED EQUITY
MAINSTAY VP INTERNATIONAL EQUITY
MAINSTAY VP TOTAL RETURN
MAINSTAY VP VALUE
MFS GROWTH WITH INCOME SERIES
MFS RESEARCH SERIES
MORGAN STANLEY DEAN WITTER EMERGING
  MARKETS EQUITY
T. ROWE PRICE EQUITY INCOME
VAN ECK WORLDWIDE HARD ASSETS
FIXED ACCOUNT


DOLLAR COST AVERAGING (DCA) PROGRAM:
6-MONTH DCA ACCOUNT

INITIAL PREMIUM PAYMENT:                     $5,000
INITIAL PREMIUM PAYMENT DATE:                FEBRUARY 1, 2000

MINIMUM GUARANTEED FIXED INTEREST RATE:      3%
MINIMUM GUARANTEED DCA INTEREST RATE:        3%

MINIMUM GUARANTEED PREMIUM CREDIT RATE       2%
CURRENT PREMIUM CREDIT RATE                  3% OF INITIAL PREMIUM PAYMENT


PLANNED ADDITIONAL PREMIUMS:
PREMIUM AMOUNT:                              $5,000 - Monthly

ANNUITY COMMENCEMENT DATE:                   FEBRUARY 1, 2030

<TABLE>
<CAPTION>
SURRENDER CHARGE SCHEDULE:
PURCHASE YEAR    PERCENTAGE                            PURCHASE YEAR        PERCENTAGE
<S>     <C>         <C>                                      <C>                <C>
        1           8%                                       5                  7%
        2           8%                                       6                  6%
        3           8%                                       7                  5%
        4           8%                                       8                  4%
</TABLE>




DATE OF ISSUE:  FEBRUARY 5, 2000

200-190                                                     PAGE 2
<PAGE>   3



                                   POLICY DATA
                                     Page 2A

<TABLE>
<CAPTION>
MINIMUMS:
<S>                                                                             <C>
MINIMUM ADDITIONAL PREMIUM PAYMENT:                                             $5,000

MINIMUM PARTIAL WITHDRAWAL AMOUNT:                                              $500

MINIMUM ACCUMULATION VALUE AFTER A PARTIAL WITHDRAWAL                           $2,000

MINIMUM INTEREST SWEEP TRANSFER:                                                NO  MINIMUM

MINIMUM AMOUNT OF A PREMIUM PAYMENT THAT
CAN BE ALLOCATED TO AN ALLOCATION ALTERNATIVE:                                  $100

MINIMUM TRANSFER, EXCLUDING THE INTEREST SWEEP,
AMOUNT FROM FIXED ACCOUNT:                                                      $500

MINIMUM TRANSFER AMOUNT FROM INVESTMENT DIVISIONS:                              $500

MINIMUM DOLLAR COST AVERAGING OPTION TRANSFER IS:                               $100

MINIMUM AUTOMATIC ASSET REALLOCATION TRANSFER IS:                               NO MINIMUM

MINIMUM BALANCE THAT MUST BE MAINTAINED IN AN
INVESTMENT DIVISION AFTER A TRANSFER IS MADE:                                   $500

MINIMUM BALANCE THAT MUST BE MAINTAINED IN THE
FIXED ACCOUNT AFTER A TRANSFER IS MADE:                                         $500

MINIMUM ACCUMULATION VALUE REQUIRED TO ELECT DOLLAR COST
AVERAGING OR AUTOMATIC ASSET REALLOCATION OPTIONS IS:                           $5,000

MINIMUM FIXED ACCUMULATION VALUE REQUIRED
TO ELECT THE INTEREST SWEEP OPTION IS:                                          $5,000

MINIMUM AMOUNT OF A PREMIUM PAYMENT THAT CAN BE
ALLOCATED TO THE DCA ACCOUNT:                                                   $5,000

MINIMUM ADDITIONAL PREMIUM PAYMENT INTO THE
DCA ACCOUNT:                                                                    $5,000

MAXIMUM CHARGE FOR EACH TRANSFER MADE TO OR FROM AN
ALLOCATION ALTERNATIVE AFTER THE FIRST TWELVE (12) IN A POLICY YEAR:               $30

MAXIMUM AGE FOR WHICH ADDITIONAL PREMIUM PAYMENTS MAY BE MADE:                      80
</TABLE>

THE SUM OF ALL TRANSFERS FROM THE FIXED ACCOUNT, INCLUDING THE INTEREST SWEEP
OPTION TRANSFERS, IN A POLICY YEAR MAY NOT BE GREATER THAN 20% OF THE
ACCUMULATION VALUE IN THE FIXED ACCOUNT, AS OF THE BEGINNING OF THE POLICY YEAR.

POLICY SERVICE CHARGE: THE SUM OF $30 MAY BE DEDUCTED FROM THE ACCUMULATION
VALUE ON EACH POLICY ANNIVERSARY AND ON THE DATE THE POLICY IS SURRENDERED.
HOWEVER, THIS FEE IS WAIVED IF ON THE POLICY ANNIVERSARY OR ON THE DATE OF
SURRENDER THE ACCUMULATION VALUE IS $100,000 OR GREATER. THE POLICY SERVICE
CHARGE IS DEDUCTED FROM EACH ALLOCATION ALTERNATIVE AND THE DCA ACCOUNT IN
PROPORTION TO ITS PERCENTAGE OF THE ACCUMULATION VALUE ON THE POLICY
ANNIVERSARY.

DATE OF ISSUE: FEBRUARY 5, 2000

200-190                                                     PAGE 2A

<PAGE>   4

                           READ THIS POLICY CAREFULLY

200-190                                                     Page 3
<PAGE>   5


                                    WE & YOU


In this policy, the words "we," "our," "us," "Corporation" and "NYLIAC" refer to
New York Life Insurance and Annuity Corporation, and the words "you" and "your"
refer to the Owner of this policy.

When you write to us, please include the policy number, your full name and your
current address.


<TABLE>
<CAPTION>
                                    CONTENTS

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


<S>                                                                                               <C>
POLICY DATA.........................................................................................2

DEFINITIONS.........................................................................................6

SECTION ONE - ANNUITY BENEFIT.......................................................................9

1.1 WHEN WILL INCOME PAYMENTS BEGIN?................................................................9
1.2 MAY THE ANNUITY COMMENCEMENT DATE BE CHANGED?...................................................9

SECTION TWO - INCOME PAYMENTS OF POLICY PROCEEDS....................................................9

2.1 HOW ARE INCOME PAYMENTS MADE?...................................................................9
2.2 HOW ARE PAYMENTS MADE UNDER THE LIFE INCOME PAYMENT OPTION?.....................................9
2.3 HOW ARE LIFE INCOME PAYMENT AMOUNTS DETERMINED?.................................................9
2.4 ARE THERE ANY OTHER METHODS OF INCOME PAYMENT?.................................................10

SECTION THREE - ANNUITANT, OWNER, BENEFICIARY......................................................10

3.1 WHAT ARE THE RIGHTS OF OWNERSHIP OF THIS POLICY?...............................................10
3.2 MAY THE OWNER BE DIFFERENT FROM THE ANNUITANT?.................................................10
3.3 HOW DO YOU CHANGE THE OWNER OF THIS POLICY?....................................................10
3.4  MAY MORE THAN ONE BENEFICIARY BE NAMED?.......................................................10
3.5 MAY YOU CHANGE A BENEFICIARY?..................................................................10
3.6 WHAT HAPPENS IF THE ANNUITANT DIES BEFORE THE ANNUITY COMMENCEMENT DATE?.......................10
3.7 WHAT HAPPENS IF THE ANNUITANT DIES AFTER THE ANNUITY COMMENCEMENT DATE?........................10
3.8 WHAT HAPPENS IF YOU DIE BEFORE THE ANNUITY COMMENCEMENT DATE?..................................11
3.9 WHAT HAPPENS IF YOU DIE AFTER THE ANNUITY COMMENCEMENT DATE?...................................11
3.10 DOES A BENEFICIARY HAVE TO ACCEPT THE ACCUMULATION VALUE OF THE POLICY AT YOUR DEATH?.........11
3.11 WHAT HAPPENS IF YOUR SPOUSE IS THE BENEFICIARY?...............................................11
3.12 WHAT HAPPENS IF A BENEFICIARY WHO IS RECEIVING INCOME PAYMENTS DIES?..........................11
3.13 WHAT HAPPENS IF NO BENEFICIARY SURVIVES THE ANNUITANT?........................................11

SECTION FOUR - PREMIUM PAYMENTS....................................................................12

4.1 HOW ARE PREMIUM PAYMENTS CREDITED?.............................................................12
4.2 ARE THERE ANY LIMITATIONS REGARDING THE AMOUNTS AND FREQUENCY OF PREMIUM PAYMENTS?.............12
4.3 HOW ARE PREMIUM PAYMENTS ALLOCATED?............................................................12
4.4 MAY THE ALLOCATION ALTERNATIVES FOR PREMIUM PAYMENTS BE CHANGED?...............................12
4.5 MAY THE CORPORATION TERMINATE THIS POLICY?.....................................................12

SECTION FIVE - ACCUMULATION VALUE..................................................................12

5.1 HOW IS YOUR POLICY'S ACCUMULATION VALUE CALCULATED?............................................12

SECTION SIX - CHARGES AND DISTRIBUTIONS............................................................13

6.1 WHEN CAN YOU SURRENDER THIS POLICY?............................................................13
6.2 WHEN CAN YOU MAKE A PARTIAL WITHDRAWAL FROM THIS POLICY?.......................................13
6.3 WHEN WILL A PARTIAL WITHDRAWAL OR SURRENDER BE PROCESSED?......................................13
</TABLE>

200-190                                                     Page4
<PAGE>   6

<TABLE>
<S>                                                                                               <C>
6.4 HOW MUCH IS THE SURRENDER CHARGE?..............................................................14
6.5 ARE SURRENDER CHARGES EVER WAIVED?.............................................................14
6.6 ARE SERVICE CHARGES DEDUCTED FROM YOUR POLICY?.................................................14
6.7 WHEN ARE STATE PREMIUM TAXES DEDUCTED FROM YOUR POLICY?........................................14

SECTION SEVEN - SEPARATE ACCOUNT...................................................................14

7.1 HOW IS THE SEPARATE ACCOUNT ESTABLISHED AND MAINTAINED?........................................14
7.2 HOW ARE THE SEPARATE ACCOUNT ASSETS INVESTED?..................................................14
7.3 TO WHOM DO THE ASSETS IN THE SEPARATE ACCOUNT BELONG?..........................................14
7.4 HOW WILL THE ASSETS OF THE SEPARATE ACCOUNT BE VALUED?.........................................15
7.5 CAN WE TRANSFER ASSETS OF THE SEPARATE ACCOUNT TO ANOTHER SEPARATE ACCOUNT?....................15
7.6 WHAT OTHER RIGHTS DO WE HAVE?..................................................................15
7.7 CAN A CHANGE IN THE OBJECTIVE OF THE FUND BE MADE?.............................................15
7.8 IF THE ASSETS IN THE SEPARATE ACCOUNT BELONG TO US, WHAT DO YOUR PREMIUM PAYMENTS PURCHASE?....15
7.9 HOW IS THE NUMBER OF ACCUMULATION UNITS DETERMINED?............................................15
7.10 HOW IS THE VALUE OF AN ACCUMULATION UNIT DETERMINED?..........................................15
7.11  CAN YOU TRANSFER FROM THE INVESTMENT DIVISIONS TO THE DCA PROGRAM?...........................16
7.12 CAN YOU TRANSFER BETWEEN INVESTMENT DIVISIONS AND TO THE FIXED ACCOUNT?.......................16
7.13 HOW DO YOU TRANSFER THE ACCUMULATION VALUE BETWEEN INVESTMENT DIVISIONS AND TO THE FIXED
 ACCOUNT?..........................................................................................16
7.14 ARE THERE LIMITS ON WHAT YOU MAY TRANSFER BETWEEN INVESTMENT DIVISIONS AND TO THE FIXED
ACCOUNT?...........................................................................................17

SECTION EIGHT - FIXED ACCOUNT......................................................................17

8.1 HOW ARE THE FIXED ACCOUNT ASSETS INVESTED?.....................................................17
8.2 HOW IS THE FIXED ACCOUNT VALUED?...............................................................17
8.3 CAN TRANSFERS BE MADE FROM THE FIXED ACCOUNT TO THE DCA PROGRAM?...............................17
8.4 CAN TRANSFERS BE MADE FROM THE FIXED ACCOUNT TO THE INVESTMENT DIVISIONS?......................17
8.5 HOW DO YOU TRANSFER THE FIXED ACCUMULATION VALUE TO THE INVESTMENT DIVISIONS?..................17
8.6 HOW WILL PARTIAL WITHDRAWALS AND TRANSFERS BE DEDUCTED FROM THE FIXED ACCOUNT?.................18

SECTION NINE - DCA PROGRAM.........................................................................18

9.1 HOW ARE THE DCA PROGRAM ASSETS INVESTED?.......................................................18
9.2 HOW IS THE DCA PROGRAM VALUED?.................................................................18
9.3 CAN TRANSFERS BE MADE FROM THE DCA ACCOUNTS TO THE FIXED ACCOUNT?..............................18
9.4 HOW DO YOU TRANSFER THE DCA ACCOUNT VALUE TO THE INVESTMENT DIVISIONS?.........................18
9.5 HOW WILL PARTIAL WITHDRAWALS AND TRANSFERS BE DEDUCTED FROM THE DCA PROGRAM?...................18

SECTION TEN - GENERAL PROVISIONS...................................................................19

10.1 WHAT CONSTITUTES THE ENTIRE CONTRACT?.........................................................19
10.2 HOW IMPORTANT IS THE INFORMATION YOU PROVIDE FOR THIS POLICY?.................................19
10.3 WILL WE BE ABLE TO CONTEST THIS POLICY?.......................................................19
10.4 HOW ARE THE DATES REFERRED TO IN THIS POLICY MEASURED?........................................19
10.5 HOW IS A PERSON'S AGE CALCULATED FOR THE PURPOSE OF THIS POLICY?..............................19
10.6 WHAT HAPPENS IF IN THIS POLICY WE REFER TO A PERSON'S AGE OR SEX INCORRECTLY?.................19
10.7 MAY YOU ASSIGN OR TRANSFER YOUR POLICY?.......................................................19
10.8 HOW DO YOU ASSIGN THIS POLICY?................................................................19
10.9 MAY THE ASSIGNEE CHANGE THE OWNER, ANNUITANT, OR BENEFICIARY?.................................19
10.10 ARE THE PAYMENTS MADE UNDER THE TERMS OF  THIS POLICY PROTECTED AGAINST CREDITORS?...........19
10.11 HOW SHOULD PAYMENTS FOR THIS POLICY BE MADE?.................................................19
10.12 HOW IS GUARANTEED INTEREST CALCULATED FOR THIS POLICY?.......................................20
10.13 IS THIS POLICY SUBJECT TO ANY LAW?...........................................................20
10.14 ARE THERE ANY DIVIDENDS PAYABLE UNDER THIS POLICY?...........................................20
</TABLE>

      Note: This is a legal contract between the Owner and the Corporation.

200-190                                                     Page 5
<PAGE>   7

200-190                                                     Page 6
<PAGE>   8

                                   DEFINITIONS

ACCUMULATION UNIT: An accounting unit used to calculate the Variable
Accumulation Value prior to the Annuity Commencement Date. Each Investment
Division of the Separate Account has a distinct Accumulation Unit value.

ACCUMULATION VALUE: The Variable Accumulation Value, if any, plus the Fixed
Accumulation Value, if any, plus the Dollar Cost Averaging (DCA) Program
Accumulation Value, if any, of a policy for any Valuation Period.

AGE: The attained age on your last birthday.

ALLOCATION ALTERNATIVES: The Investment Divisions of the Separate Account and
the Fixed Account constitute the Allocation Alternatives.

ANNUITANT: The person named on the Policy Data Page and whose life determines
the Income Payments, and upon whose death prior to the Annuity Commencement Date
benefits under this policy may be paid.

ANNUITY COMMENCEMENT DATE: The date on which the first Income Payment under this
policy is to be made.

BENEFICIARY: The person or an entity having the right to receive the death
benefit set forth in this policy and who is the "designated Beneficiary" for
purposes of Section 72 of the Internal Revenue Code in the event of the
Annuitant's or Owner's death.

BUSINESS DAY: Generally, any day on which the New York Stock Exchange is open
for trading. Our Business Day ends at 4:00 p.m. Eastern Time or the closing of
the New York Stock Exchange, if earlier.

CORPORATION ("NYLIAC, WE, US, OUR"): New York Life Insurance and Annuity
Corporation, which is a wholly-owned Delaware subsidiary of New York Life
Insurance Company.

DOLLAR COST AVERAGING (DCA) ACCOUNT: An account used specifically for the Dollar
Cost Averaging Program, as shown on the Policy Data Page.

DOLLAR COST AVERAGING (DCA) PROGRAM: A program which permits you to transfer
amounts from the DCA Account to the Investment Divisions and/or to the Fixed
Account in proportional periodic amounts. The assets in the DCA Program are not
part of the Separate Account of New York Life Insurance and Annuity Corporation.
The DCA Program Accumulation Value is supported by assets in the General Account
of the Corporation, which are subject to the claims of its general creditors.
The DCA Account that is available under the DCA Program is shown on the Policy
Data Page.

DOLLAR COST AVERAGING (DCA) PROGRAM ACCUMULATION VALUE: The sum of the Premium
Payments allocated to the DCA Program, plus any Premium Credits and interest
credited on those Premium Payments and Premium Credits, less transfers and any
Partial Withdrawals from the DCA Program, and less any Surrender Charges and
Service Charges that may have already been assessed from the DCA Program.

ELIGIBLE PORTFOLIOS ("PORTFOLIOS"): The mutual fund portfolios of the Fund,
which are available for investment by the Investment Divisions of the Separate
Account, as shown on the Policy Data Page.

FIXED ACCOUNT: Assets in the Fixed Account are not part of the Separate Account
of New York Life Insurance and Annuity Corporation. The Fixed Accumulation Value
is supported by assets in the General Account of the Corporation, which are
subject to the claims of its general creditors.

FIXED ACCUMULATION VALUE: The sum of Premium Payments and transfers allocated to
the Fixed Account, plus any Premium Credits and interest credited on those
Premium Payments, Premium Credits, and transfers, less transfers and any Partial
Withdrawals from the Fixed Account, and less any Surrender Charges and Service
Charges that may have already been assessed from the Fixed Account.

FUND: MainStay VP Series Fund, Inc., a diversified open-end management
investment company registered under the Investment Company Act of 1940, and any
other registered open-end management investment company which offers Eligible
Portfolios.

GENERAL ACCOUNT: Includes all of NYLIAC's assets except those assets
specifically allocated to the Separate Account.

INCOME PAYMENTS: Payments made by NYLIAC to the named Payee, generally after the
Annuity Commencement Date.

200-190                                                     Page 7
<PAGE>   9

INVESTMENT DIVISION ("DIVISION"): A division of the Separate Account. Each
Investment Division invests exclusively in shares of a specified Eligible
Portfolio.

ISSUE DATE: The date the policy is executed.

OWNER ("YOU, YOUR"): The person(s) or an entity designated as the Owner in this
policy, or as subsequently changed, and upon whose death prior to the Annuity
Commencement Date benefits under this policy may be paid. If NYLIAC issues a
jointly owned policy, ownership rights and privileges under this policy must be
exercised jointly and benefits under this policy will be paid upon the death of
any joint owner.

PARTIAL WITHDRAWAL: Any part of the Accumulation Value paid to you, at your
request, in accordance with the terms of this policy.

PAYEE: A recipient of payments under this policy, generally the owner.

POLICY ANNIVERSARY: An anniversary of the Policy Date displayed on the Policy
Data Page.

POLICY DATA PAGE: Page (2) of this policy, containing the policy specifications

POLICY DATE: The date from which Policy Years, quarters, months, and
anniversaries are measured. It is shown on the Policy Data Page.

POLICY YEAR: A year commencing on the Policy Date. Subsequent Policy Years begin
on each Policy Anniversary unless otherwise indicated.

PREMIUM CREDIT: An additional crediting to the policy's Accumulation Value. The
Premium Credit is calculated as a percentage (the "Premium Credit Rate") of each
Premium Payment. The Premium Credit Rate will never be less than the rate shown
on the Policy Data Page. The Premium Credit will be applied to the policy's
Accumulation Value concurrent with the Premium Payment received.

PREMIUM PAYMENT: An amount paid to the Corporation as consideration for the
benefits provided by this policy.

PROPORTIONAL WITHDRAWAL: An amount equal to the amount withdrawn from this
policy divided by this policy's Accumulation Value immediately preceding the
withdrawal, multiplied by the reset value immediately preceding the withdrawal.

PURCHASE DATE: The Business Day on which a Premium Payment is received by us and
credited under this policy.

PURCHASE YEAR: A year as measured from the Purchase Date of the initial Premium
Payment or from the Purchase Date of any additional Premium Payments made.

QUALIFIED PLANS: A retirement plan under Section 219, 401(a), 403(b), or 408 of
the Internal Revenue Code.

RESET ANNIVERSARY: The anniversary occurring every year on the Policy Date until
either the Owner or the Annuitant is age 80. On the first Policy Anniversary,
the Policy Date as shown on the Policy Data Page, will be used as the prior
Reset Anniversary.

RESET VALUE: The Reset Value on the first Policy Anniversary is the greater of
a) The Accumulation Value of the Policy less any Proportional Withdrawals,
Surrender Charges on those Proportional Withdrawals, and any rider premiums,
since the prior Reset Anniversary; and b) the total of the Premium Payments made
to the Policy, plus any Premium Credits, less any Proportional Withdrawals,
Surrender Charges on those Proportional Withdrawals, any less any rider premiums
since the prior Reset Anniversary. The value calculated on the second and
subsequent Reset Anniversary is based on a comparison between: (a) the
Accumulation Value on the current Reset Anniversary, and (b) the Reset Value on
the prior Reset Anniversary, plus any Premium Payments and Premium Credits since
the prior Reset Anniversary date, less any Proportional Withdrawals, Surrender
Charges on those Proportional Withdrawals, and less any rider premiums since the
last Reset Anniversary date. The greater of the compared values will be the new
Reset Value.

RMD AUTOMATED OPTION: The calculation and automatic processing of the Required
Minimum Distribution (RMD) under certain Qualified Plans on a scheduled interval
(monthly, quarterly, semi-annually, or annually) or on an interval made
available by us to meet the Internal Revenue Service (IRS) requirements. RMD is
an amount that the IRS requires the owners of certain Qualified Plans to
withdraw each year generally commencing with the year the owner attains age 70
1/2.

200-190                                                     Page 8
<PAGE>   10

SEPARATE ACCOUNT: A Separate Account established by the Corporation into which
assets are placed for the purchasers of this class of policies. SURRENDER
CHARGE: An amount charged by the Corporation during the first eight Purchase
Years after any Premium Payment is made, occurring when a Partial Withdrawal of
the Accumulation Value is made or when this policy is surrendered for its
Accumulation Value.

VALUATION PERIOD: The period from the close of the immediately preceding
Business Day to the close of the current Business Day.

VARIABLE ACCUMULATION VALUE: The sum of the products of the current Accumulation
Unit's value for each of the Investment Divisions multiplied by the number of
Accumulation Units held in the respective Investment Divisions.

200-190                                                     Page 9
<PAGE>   11
                          SECTION ONE - ANNUITY BENEFIT

1.1 WHEN WILL INCOME PAYMENTS BEGIN?

We will apply the Accumulation Value of this policy to the Life Income Payment
Option and make Income Payments to you each month beginning on the Annuity
Commencement Date shown on the Policy Data Page. These payments will be made in
accordance with the 'Income Payments Of Policy Proceeds' section of this policy.
Income Payments will begin if you and the Annuitant, if you are not the
Annuitant, are alive and if this policy is in force on that date.

1.2 MAY THE ANNUITY COMMENCEMENT DATE BE CHANGED?

Yes. If we agree, you may have the Annuity Commencement Date shown on the Policy
Data Page changed to an earlier date or deferred to a later date. You must
notify us in writing of your wish to change the date at least one month before
the Annuity Commencement Date.


                SECTION TWO - INCOME PAYMENTS OF POLICY PROCEEDS

2.1 HOW ARE INCOME PAYMENTS MADE?

If you and the Annuitant, if you are not the Annuitant, are alive, and this
policy is in force on the Annuity Commencement Date, we will make Income
Payments under the Life Income Payment Option. If the Accumulation Value of this
policy is less than $2,000 on the Annuity Commencement Date, payment will be
made in a single sum.

2.2 HOW ARE PAYMENTS MADE UNDER THE LIFE INCOME PAYMENT OPTION?

We will make equal payments each month during the lifetime of the Annuitant.
Once Life Income Payments start, they do not change and are guaranteed for 10
years even if the Annuitant dies sooner. We may require that the Payee submit
proof of the Annuitant's survivorship as a condition for future Income Payments.

2.3 HOW ARE LIFE INCOME PAYMENT AMOUNTS DETERMINED?

Life Income Payments are based on the annuity premium rate in effect when the
first Income Payment is due, however, the premium rate will not be less than the
corresponding minimum amount shown in the Life Income Payment Option Table.
These minimum amounts are based on the 1983 Table a with Projection Scale G and
with interest compounded annually at 3%.

When asked, we will state in writing what the minimum amount of each monthly
Income Payment would be under this provision. It is based on the sex and
adjusted Age of the Annuitant. To find the adjusted Age in the year the first
Income Payment is due, we increase or decrease the Annuitant's Age at that time,
according to the following table:

<TABLE>
<CAPTION>
    2000-2005        2006-2015          2016-2025         2026-2035          2036 & later
- ---------------------------------------------------------------------------------------------
<S>    <C>              <C>                <C>               <C>                 <C>
       +1                0                 -1                -2                  -3
</TABLE>

<TABLE>
<CAPTION>
LIFE INCOME PAYMENT OPTION TABLE
(Minimum Monthly Payment Guaranteed for 10 years for $1,000 of Proceeds)
- -------------------------------------------------------------------------------
Adjusted Age                                   Male                  Female
<S>                                            <C>                     <C>
60                                             4.46                    4.03
61                                             4.55                    4.11
62                                             4.66                    4.19
63                                             4.76                    4.27
64                                             4.87                    4.37

65                                             4.99                    4.46
66                                             5.11                    4.57
67                                             5.24                    4.67
68                                             5.38                    4.79
69                                             5.52                    4.91

70                                             5.66                    5.04
71                                             5.81                    5.18
72                                             5.96                    5.32
73                                             6.12                    5.47
74                                             6.28                    5.63

75                                             6.45                    5.79
76                                             6.61                    5.96
77                                             6.78                    6.14
78                                             6.96                    6.32
79                                             7.13                    6.51

80                                             7.30                    6.70
81                                             7.46                    6.89
82                                             7.63                    7.07
83                                             7.78                    7.26
84                                             7.93                    7.44
85+                                            8.07                    7.62
</TABLE>

200-190                                                     Page 10

<PAGE>   12



2.4 ARE THERE ANY OTHER METHODS OF INCOME PAYMENT?

Yes. You may elect to have the Accumulation Value paid to you in a single sum,
or if we agree, the proceeds may be placed under some other Income Payment
option.


                  SECTION THREE - ANNUITANT, OWNER, BENEFICIARY

3.1 WHAT ARE THE RIGHTS OF OWNERSHIP OF THIS POLICY?

As the Owner, you have the right to change the Beneficiary or the Owner of this
policy. These rights are nonforfeitable and include the right to receive Income
Payments or to name a Payee to receive these Income Payments.

3.2 MAY THE OWNER BE DIFFERENT FROM THE ANNUITANT?

Yes, but unless it is indicated on the Policy Data Page, or unless ownership is
subsequently changed, you are both the Annuitant and Owner of this policy.

3.3 HOW DO YOU CHANGE THE OWNER OF THIS POLICY?

You may change the Owner of this policy, from yourself to a new Owner, in a
notice you sign which gives us the facts that we need. This change will take
effect as of the date we receive your signed notice, subject to any payment we
made or action we took before recording the change. When this change takes
effect, all rights of ownership in this policy will pass to the new Owner.
Changing the Owner does not change the Beneficiary or the Annuitant.

3.4  MAY MORE THAN ONE BENEFICIARY BE NAMED?

Yes. You may name more than one Beneficiary. Multiple Beneficiaries may be
classified as first, second, and so on. If two or more beneficiaries are named
in a class, their shares in any amount payable may be stated. Any amount payable
to a Beneficiary will be applied to any first Beneficiaries who survive you. If
no first Beneficiaries survive, payment will be made to any surviving in the
second class, and so on. Those who survive in the same class have an equal share
to the extent possible in any amount payable, unless the shares are stated
otherwise. No amount will be payable to a Beneficiary if you die after the end
of an Income Payment period under any payment option.

3.5 MAY YOU CHANGE A BENEFICIARY?

Yes. You may change a Beneficiary during the lifetime of the Annuitant or Owner,
if you are not the Annuitant, in a signed notice that is satisfactory to us.
When we record a change, it will take effect as of the date we receive your
signed notice, subject to any payment we made or action we took before recording
the change.

3.6 WHAT HAPPENS IF THE ANNUITANT DIES BEFORE THE ANNUITY COMMENCEMENT DATE?

When we have proof that the Annuitant has died before the Annuity Commencement
Date, upon receipt of all necessary information, we will pay to the
Beneficiary(s) an amount equal to the greater of:

a) the Accumulation Value of this policy, less any Premium Credits credited to
the Accumulation Value if the credits occur within the immediately preceding 12
months of death, or

b) the sum of all Premium Payments paid, less the amount of any Partial
Withdrawals and any Surrender Charges assessed, less any rider premiums, or

c) the Reset Value on the last Reset Anniversary of the policy, plus, since the
last Reset Anniversary, any Premium Payments, plus any Premium Credits credited
to this policy, unless the credit occurs within the immediately preceding12
months of death, less any Proportional Withdrawals, Surrender Charges on those
Proportional Withdrawals, less any rider premiums since the last Reset
Anniversary.

Payment will be made in a single sum, or in accordance with the Beneficiary's
election as provided for in Section 3.10. The Accumulation Value will be
calculated as of the date we receive due proof of death and all requirements
necessary to make the payment. This policy will end on such date. However, if
you are not the Annuitant, the Annuitant was your spouse, and you are the sole
primary Beneficiary, you may elect in writing to continue the policy with you as
the new Annuitant.

3.7 WHAT HAPPENS IF THE ANNUITANT DIES AFTER THE ANNUITY COMMENCEMENT DATE?

If the Annuitant dies after the Annuity Commencement Date, but before the end of
the guaranteed period of the Income Payments, we will continue to make these
payments to the Beneficiary for the remainder of the Income Payment period. No
amount will be payable to a Beneficiary if the

200-190                                                     Page 11
<PAGE>   13

Annuitant dies after the end of an Income Payment period under any payment
option.

3.8 WHAT HAPPENS IF YOU DIE BEFORE THE ANNUITY COMMENCEMENT DATE?

If you are not the Annuitant, and if you die before the Annuity Commencement
Date, when we have proof of your death, upon receipt of all necessary
information, we will pay to the Beneficiary an amount equal to the greater of:

a) the Accumulation Value of this policy, less any Premium Credits credited
within the immediately preceding 12 months of death, or

b) the sum of all Premium Payments paid, less the amount of any Partial
Withdrawals and any Surrender Charges assessed, less any rider premiums, or

c) the Reset Value on the last Reset Anniversary of the policy, plus, since the
last Reset Anniversary, any Premium Payments, plus any Premium Credits credited
to this policy, unless the credit occurs within the immediately preceding12
months of death, less any Proportional Withdrawals, Surrender Charges on those
Proportional Withdrawals, less any rider premiums since the last Reset
Anniversary.

Payment will be made in a single sum or in accordance with the Beneficiary's
election as provided for in Section 3.10. The Accumulation Value will be
calculated as of the date we receive due proof of death and all requirements
necessary to make payment. This policy will end on such date. However, if you
are not the Annuitant and your surviving spouse is the sole primary Beneficiary,
your spouse may elect in writing to become the new Owner of this policy.

3.9 WHAT HAPPENS IF YOU DIE AFTER THE ANNUITY COMMENCEMENT DATE?

If you die before the Annuitant, we will make payment to the Beneficiary in an
amount equal to the present value of remaining Income Payments under a fixed
option or the current value of any amount remaining with us under a variable
option if then available. That amount will be determined based on the method,
interest rate and mortality table used to determine the monthly Income Payment.

3.10 DOES A BENEFICIARY HAVE TO ACCEPT THE ACCUMULATION VALUE OF THE POLICY AT
YOUR DEATH?

Upon receiving proof of your death, full payment will be made within five (5)
years after the date of your death to the Beneficiary. Your Beneficiary is not
required to accept the Accumulation Value of the policy if, while the Annuitant
is alive, you or the Beneficiary (after your death), choose in a signed notice
which gives us the facts that we need, to have all or part of this payment
placed under the Life Income Payment Option or any other payment option for the
Beneficiary. Payment under the option must be for the life of the Beneficiary or
for a number of years that is not more than the life expectancy of the
Beneficiary, at the time of your death (as determined for federal tax purposes),
and must begin within one year after your death.

3.11 WHAT HAPPENS IF YOUR SPOUSE IS THE BENEFICIARY?

If your spouse is the sole primary Beneficiary and you die before the Annuity
Commencement Date, this policy may be continued with your spouse as the new
Owner. If you are also the Annuitant, your spouse will become the new Annuitant.
If your spouse chooses to continue this policy, no death benefit proceeds will
be paid as a consequence of your death.

3.12 WHAT HAPPENS IF A BENEFICIARY WHO IS RECEIVING INCOME PAYMENTS DIES?

Each remaining Income Payment will be made to those Beneficiaries in the same
class who are alive when that payment becomes due. If no Beneficiary for any
amount payable, or for a stated share, survives you, the right to this amount or
this share will pass to your estate.

3.13 WHAT HAPPENS IF NO BENEFICIARY SURVIVES THE ANNUITANT?

If no Beneficiary for any amount payable is alive at the death of the Annuitant,
the right to this amount or this share will pass to you or, in the case of your
death, to your estate. Payment of the proceeds will be made in a single sum to
your estate. If any Beneficiary dies at the same time as you, or within 15 days
after your death, but before we receive proof of your death, we will pay any
amount payable as though the Beneficiary died first.

200-190                                                     Page 12
<PAGE>   14

                         SECTION FOUR - PREMIUM PAYMENTS

4.1 HOW ARE PREMIUM PAYMENTS CREDITED?

If we have received all of the information we require to issue this policy, the
initial Premium Payment will be credited within two Business Days after receipt.
Additional Premium Payments will be credited to the policy as of the Purchase
Date.

4.2 ARE THERE ANY LIMITATIONS REGARDING THE AMOUNTS AND FREQUENCY OF PREMIUM
PAYMENTS?

At any time before the maximum age shown on the Policy Data Page, during the
lifetime of the Annuitant or Owner, if you are not the Annuitant, and before
settlement of this policy under the 'Income Payments Of Policy Proceeds'
section, payments may be made at any interval and by any method we make
available. The initial Premium Payment is the amount shown on the Policy Data
Page. The minimum payment you can make, as well as the frequency of the
premiums, are shown on the Policy Data Page. We reserve the right to limit the
dollar amount of any additional Premium Payment.

4.3 HOW ARE PREMIUM PAYMENTS ALLOCATED?

The initial Premium Payment may be applied to one or more of the Allocation
Alternatives and to the DCA Account shown on the Policy Data Page or to any
other Investment Division(s) which may be made available by us for this policy,
in accordance with established procedures. All additional Premium Payments will
be allocated as requested unless subsequently changed by you.

4.4 MAY THE ALLOCATION ALTERNATIVES FOR PREMIUM PAYMENTS BE CHANGED?

Yes. The allocation for Premium Payments may be changed among the Allocation
Alternatives after the Issue Date shown on the Policy Data Page in accordance
with established procedures. Premium Payments received after the date on which
we receive your notice will be applied on the basis of the new instructions. You
must indicate what percentage of each Premium Payment to allocate to the
Allocation Alternatives. The minimum amount of a Premium Payment that can be
allocated to an Allocation Alternative is shown on the Policy Data Page. We
reserve the right to limit the maximum amount of a Premium Payment that may be
allocated to any one Allocation Alternative.

4.5 MAY THE CORPORATION TERMINATE THIS POLICY?

It may happen that no Premium Payment has been received for two or more
consecutive years and both (a) the sum of all Premium Payments for this policy,
less any Partial Withdrawals and any Surrender Charges, and (b) the Accumulation
Value, are less than $2,000. If so, we have the right, subject to any applicable
state law or regulation, to terminate this policy by paying you the Accumulation
Value in a single sum. We will notify you of our intention to exercise this
right and allow you 90 days to make a Premium Payment.


                        SECTION FIVE - ACCUMULATION VALUE

5.1 WHAT IS THE PREMIUM CREDIT AND HOW IS IT CREDITED?

The Premium Credit is an additional crediting to the policy's Accumulation
Value. Premium Credits are not considered Premium Payments for purposes of any
discussion in this policy. The amount credited is a percentage (the "Premium
Credit Rate") of each Premium Payments received and is applied to the policy's
Accumulation Value concurrent with the Premium Payment received. The Premium
Credit Rate(s) will be set in advance at least once a year. The Premium Credit
Rate will never be less than the rate shown on the Policy Data Page. The Premium
Credit is allocated to the Allocation Alternative(s) and/or the DCA Account in
the same percentages as the Premium Payment. The Premium Credit Rate applicable
to the initial Premium Payment is shown on the Policy Data Page. Subsequent
Premium Payments will receive the Premium Credit Rate in effect at the time the
Premium Payment is received.

5.2 CAN THE PREMIUM CREDIT BE DEDUCTED FROM THE ACCUMULATION VALUE?

The Premium Credit may be deducted from your policy if you elect to Return your
policy under the terms of the Right to Return Policy provision on the face page
of this policy. We will also deduct any Premium Credits credited within the
immediately preceding 12 months of death. The amount deducted will be an amount
equal to the Premium Credit(s) credited to your policy without regard to the
Premium Credit's current value.

200-190                                                     Page 13
<PAGE>   15

5.3 HOW IS THE ACCUMULATION VALUE CALCULATED?

On any day on or before the Annuity Commencement Date, the Accumulation Value of
this policy is equal to:

a) the Fixed Accumulation Value, which is: the sum of Premium Payments and
transfers allocated to the Fixed Account, plus any Premium Credits and interest
credited on those Premium Payments, Premium Credits, and transfers, less
transfers and any Partial Withdrawals from the Fixed Account, and less any
Surrender Charges and Service Charges that may have already been assessed from
the Fixed Account, plus

b) the Variable Accumulation Value, which is: the sum of the products of the
current Accumulation Unit's values(s) for each of the Investment Divisions of
the Separate Account multiplied by the number of Accumulation Units held in the
respective Investment Divisions, plus

c) the DCA Program Accumulation Value, which is, the sum of Premium Payments
allocated to the DCA Program, plus any Premium Credits and interest credited on
those Premium Payments, less transfers and any Partial Withdrawals from the DCA
Program, and less any Surrender Charges and Service Charges that may have
already been assessed from the DCA Program.

The Fixed Accumulation Value, the DCA Program Accumulation Value and death
benefits that are available are not less than the minimum benefits required by
law.

The instances in which Surrender Charges will be assessed, and the amount of
those charges is explained in Section Six herein. When you ask us, we will tell
you how much Accumulation Value there is.


                     SECTION SIX - CHARGES AND DISTRIBUTIONS

6.1 WHEN CAN YOU SURRENDER THIS POLICY?

At any time, on or before the Annuity Commencement Date, after this policy has
an Accumulation Value, you may surrender it for the Accumulation Value, less any
Service Charges and/or Surrender Charges that may apply. Surrender Charges are
explained in Section 6.4, and Service Charges are explained in Section 6.6.

6.2 WHEN CAN YOU MAKE A PARTIAL WITHDRAWAL FROM THIS POLICY?

After this policy has an Accumulation Value, you may request a Partial
Withdrawal by sending us a written request at least 30 days before the Annuity
Commencement Date and while the Annuitant and Owner, if you are not the
Annuitant, are alive. The Partial Withdrawal may be for a selected amount or a
percentage of the Accumulation Value. The minimum amount you may withdraw is
shown on the Policy Data Page. You must indicate how it is to be withdrawn from
the Allocation Alternatives and/or from the DCA Account. However, if you do not
specify which Allocation Alternatives and/or DCA Account, NYLIAC will withdraw
the money on a pro-rata basis from each Allocation Alternative and/or from the
DCA Account. A Surrender Charge, which applies separately to each Premium
Payment as explained in Section 6.4, will be assessed as shown on the Policy
Data Page, except as provided in Section 6.5. If your request for a Partial
Withdrawal is greater than the amount in the Allocation Alternative(s) and/or
from the DCA Account, we will pay you the entire value of that Allocation
Alternative(s) and/or that DCA Account, less any Surrender Charges that may
apply. The minimum amount that must remain in the policy after a Partial
Withdrawal is shown on the Policy Data Page.

6.3 WHEN WILL A PARTIAL WITHDRAWAL OR SURRENDER BE PROCESSED?

We will pay any Partial Withdrawal or surrender proceeds within seven (7) days
after we receive all the necessary requirements. The Partial Withdrawal or
surrender value to be paid will be determined on the date we receive all
requirements. However, it may happen that the New York Stock Exchange is closed
for trading (other than the usual Business Day) or the Securities and Exchange
Commission restricts trading or determines that an emergency exists. If so, it
may not be practical for us to determine the investment experience of the
Separate Account. In that case, we may defer payment of Partial Withdrawals or
surrender proceeds. When permitted by law, we may defer payment of any Partial
Withdrawal or full surrender request from the Fixed Account and/or from the DCA
Program for up to six (6) months from the Partial Withdrawal or surrender
request date. Interest will be paid on any amount deferred for 30 days or more.
This rate will be at least three and one half percent (3.5%).

It may also happen that a request for a Partial Withdrawal would cause the total
Accumulation Value

200-190                                                     Page 14
<PAGE>   16

of the policy to fall below $2,000. If so, we may not process the Partial
Withdrawal request.

6.4 HOW MUCH IS THE SURRENDER CHARGE?

A Surrender Charge applies separately to each Premium Payment. The amount of
this charge if any, will be a percentage, as shown on the Policy Data Page,
applied to the Accumulation Value of the amount withdrawn or surrender proceeds,
which, when added to the amount of all prior Surrender Charge free Partial
Withdrawals occurring during the current Policy Year, exceed the greater of:

a) ten percent (10%) of the current Accumulation Value of this policy less any
prior Surrender Charge free Partial Withdrawals made during the current Policy
Year, or

b) that portion of the Accumulation Value that exceeds the total Premium
Payments made to this policy.

In no event will the aggregate Surrender Charge applied under the policy exceed
eight and one half percent (8.5%) of the total Premium Payments.

For the initial Premium Payment, the Surrender Charge will be calculated from
the Policy Date. For each subsequent Premium Payment, the Surrender Charge will
be calculated from the Purchase Date of each Premium Payment. Therefore, for
purposes of calculating the Surrender Charge for additional Premium Payments,
the second Purchase Year begins on the first anniversary of that additional
Premium Payment, the third Purchase Year begins on the second anniversary of
that additional Premium Payment, and so on. Upon a Partial Withdrawal or
surrender, the Premium Payments producing the lowest Surrender Charge will be
surrendered first. If more than one Premium Payment produces the same Surrender
Charge, the oldest of those Premium Payments will be surrendered first. Once
Surrender Charges have been assessed on an amount equal to the total Premium
Payments made, no further Surrender Charges will apply.

6.5 ARE SURRENDER CHARGES EVER WAIVED?

Yes.  Surrender Charges may be waived:

a) when proceeds are paid on the death of the Owner or the Annuitant; or

b) for any Qualified Plan Required Minimum Distribution (RMD) from the
Accumulation Value of this policy withdrawn under the RMD Automated Option,
unless the aggregated amount of Partial Withdrawals made from this policy during
the Policy Year exceeds the RMD amount as calculated by us; or

c) when the Life Income Payment option is elected after the first year; or

d) under conditions specified in any riders or endorsements attached to and made
a part of this policy; or

e) if we terminate this policy as explained in Section 4.5.

6.6 ARE SERVICE CHARGES DEDUCTED FROM YOUR POLICY?

An annual Service Charge may be applicable as shown on the Policy Data Page.
That charge, if any, will be deducted on each Policy Anniversary or the date of
surrender.

6.7 WHEN ARE STATE PREMIUM TAXES DEDUCTED FROM YOUR POLICY?

When any amount is placed under an Income Payment option on the Annuity
Commencement Date, we may deduct from that amount any state premium tax that we
are, or were, required to pay. We may also deduct any state premium tax that we
are, or were, required to pay when the policy is surrendered for its
Accumulation Value.


                        SECTION SEVEN - SEPARATE ACCOUNT

7.1 HOW IS THE SEPARATE ACCOUNT ESTABLISHED AND MAINTAINED?

We have established and maintained the Separate Account under the laws of the
State of Delaware. Any realized or unrealized income, net gains, and losses from
the assets of the Separate Account are credited or charged to it without regard
to our other income.

7.2 HOW ARE THE SEPARATE ACCOUNT ASSETS INVESTED?

The Separate Account invests its assets in shares of the Eligible Portfolios of
the Fund. Fund shares are purchased, redeemed, and valued on behalf of the
Separate Account. The Separate Account is divided into Investment Divisions. We
reserve the right to add or remove any Investment Division of the Separate
Account.

200-190                                                     Page 16
<PAGE>   17

7.3 TO WHOM DO THE ASSETS IN THE SEPARATE ACCOUNT BELONG?

The assets in the Separate Account are our property. The Separate Account assets
equal the reserves and other policy liabilities of the Separate Account. Those
assets will not be chargeable with liabilities arising out of any other business
we conduct. We reserve the right to transfer assets of an Investment Division,
in excess of the reserves and other policy liabilities with respect to that
Investment Division, to another Investment Division or to our General Account.

7.4 HOW WILL THE ASSETS OF THE SEPARATE ACCOUNT BE VALUED?

We will determine the value of the assets for the Separate Account on each
Business Day. The assets of the Separate Account will be valued at fair market
value, as determined in accordance with a method of valuation that we establish
in good faith. However, it may happen that the New York Stock Exchange is closed
for trading (other than the usual Business Day), or the Securities and Exchange
Commission restricts trading or determines that an emergency exists. If so, it
may not be practical for us to determine the investment experience of the
Separate Account. In that case, we may defer transfers among the Investment
Divisions and to the Fixed Account.

7.5 CAN WE TRANSFER ASSETS OF THE SEPARATE ACCOUNT TO ANOTHER SEPARATE ACCOUNT?

Yes. We reserve the right to transfer assets of the Separate Account, which we
determine to be associated with the class of policies to which this policy
belongs, to another Separate Account. If this type of transfer is made, the term
"Separate Account" as used in this policy, will then mean the Separate Account
to which the assets were transferred.

7.6 WHAT OTHER RIGHTS DO WE HAVE?

We also reserve the right, when permitted by law, to:

a) de-register the Separate Account under the Investment Company Act of 1940,

b) manage the Separate Account under the direction of a committee at any time,

c) restrict or eliminate any of the voting rights of Owners or other persons who
have voting rights as to the Separate Account, and

d) combine the Separate Account with one or more other Separate Accounts.

7.7 CAN A CHANGE IN THE OBJECTIVE OF THE FUND BE MADE?

Yes. When required by law or regulation, an objective of the Fund can be
changed. The objective of the Fund will not be changed unless approved by the
appropriate insurance official of the State of Delaware or deemed approved in
accordance with such law or regulation. If so required, the request to obtain
such approval will be filed with the insurance official of the state or the
district in which this policy is delivered.

7.8 IF THE ASSETS IN THE SEPARATE ACCOUNT BELONG TO US, WHAT DO YOUR PREMIUM
PAYMENTS PURCHASE?

The Variable Accumulation Value in the Investment Divisions of the Separate
Account prior to the Annuity Commencement Date is represented by Accumulation
Units. Premium Payments allocated or transferred to the Investment Divisions
will be applied to provide Accumulation Units in those Investment Divisions.

7.9 HOW IS THE NUMBER OF ACCUMULATION UNITS DETERMINED?

That portion of each Premium Payment or Premium Credit allocated or transferred
to a designated Investment Division of the Separate Account is credited to this
policy in the form of Accumulation Units. The number of Accumulation Units
credited to this policy is determined by dividing the amount allocated or
transferred to each Investment Division by the Accumulation Unit value for that
Investment Division for the Valuation Period during which the Premium Payment,
Premium Credit, or transfer request and all required documentation is received.

That portion of each Partial Withdrawal, Surrender Charge, Policy Service Charge
or transfer from a designated Investment Division of the Separate Account is
deducted from this Policy in the form of Accumulation Units. The number of
Accumulation Units deducted from the Policy is determined by dividing the amount
withdrawn or transferred from each Investment Division by the Accumulation
Units' value for that Investment Division for the Valuation Period.

The value of an Accumulation Unit will vary in accordance with the investment
experience of the Eligible Portfolios in which the Investment Divisions invest.
The number of Accumulation Units in a policy will not, however, change as a
result of any fluctuations in the value of an Accumulation Unit.

200-190                                                     Page 16
<PAGE>   18

7.10 HOW IS THE VALUE OF AN ACCUMULATION UNIT DETERMINED?

The value of an Accumulation Unit on any Business Day is determined by
multiplying the value of that unit on the immediately preceding Business Day by
the net investment factor for the Valuation Period. The net investment factor
for this policy used to calculate the value of an Accumulation Unit in any
Investment Division of the Separate Account for the Valuation Period is
determined by dividing (a) by (b) and subtracting (c) from the result, where:

a) is the sum of:

    1)  the net asset value of a Fund share held in the Separate Account for
        that Investment Division determined at the end of the current Valuation
        Period, plus

    2)  the per share amount of any dividend or capital gain distributions made
        by the Fund for shares held in the Separate Account for that Investment
        Division if the ex-dividend date occurs during the Valuation Period.

b) is the net asset value of a Fund share held in the Separate Account for that
Investment Division determined as of the end of the immediately preceding
Valuation Period.

c) is a factor representing the mortality and expense risk fee, and
administrative charges. This factor is equal, on an annual basis, to one point
six percent (1.6%) of the daily net asset value of a Fund share held in the
Separate Account for that Investment Division.

Mortality and expense results will not adversely affect the dollar amount of the
Variable Accumulation Value.

The net investment factor may be greater or less than one. Therefore, the
Accumulation Unit value may increase or decrease.

The net asset value of a Fund share held in the Separate Account reflects a fee
paid to an investment advisor for investment advisory services provided.

7.11  CAN YOU TRANSFER FROM THE INVESTMENT DIVISIONS TO THE DCA PROGRAM?

No. Transfers may not be made into the DCA Program. For transfers made from the
DCA Program to the Investment Divisions, see Section Nine.

7.12 CAN YOU TRANSFER BETWEEN INVESTMENT DIVISIONS AND TO THE FIXED ACCOUNT?

Yes. Transfers of the Accumulation Value may be made between Investment
Divisions of the Separate Account and to the Fixed Account. For transfers made
from the Fixed Account to the Investment Divisions, see Section Eight.

7.13 HOW DO YOU TRANSFER THE ACCUMULATION VALUE BETWEEN INVESTMENT DIVISIONS AND
TO THE FIXED ACCOUNT?

Prior to 30 days before the Annuity Commencement Date, amounts may be
transferred between Investment Divisions of the Separate Account and to the
Fixed Account, in accordance with established procedures.

In addition to a request for a one-time transfer, transfers may be made on an
automatic basis based on established procedures.

Dollar Cost Averaging  Option

You may specify a specific dollar amount to be transferred from any Investment
Division to any combination of Investment Divisions and/or to the Fixed Account.
We will automatically transfer the specific dollar amount into the Investment
Divisions and/or to the Fixed Account in accordance with established procedures.
This option is called Dollar Cost Averaging.

In order to elect this option the Variable Accumulation Value must equal the
minimum value shown on the Policy Data Page. The minimum amount that must be
transferred to or from an Investment Division, or to the Fixed Account is shown
on the Policy Data Page.

Transfers under the Dollar Cost Averaging option are not available from the
Fixed Account.

Automatic Asset Reallocation Option

You may specify a specific percentage of the Variable Accumulation Value
allocated to each Investment Division at a pre-set level. If you elect this
reallocation option, we will automatically transfer your Variable Accumulation
Value back to the percentages you specify in accordance with established
procedures. This option is called Automatic Asset Reallocation.

In order to elect this option, the Variable Accumulation Value must equal the
minimum value shown on the Policy Data Page. The minimum amount that must be
allocated among the Investment Divisions under this option is shown on the
Policy Data Page.

200-190                                                     Page 17
<PAGE>   19

You may not elect the Dollar Cost Averaging and Automatic Asset Reallocation
options at the same time.

7.14 ARE THERE LIMITS ON WHAT YOU MAY TRANSFER BETWEEN INVESTMENT DIVISIONS AND
TO THE FIXED ACCOUNT?

Except in connection with transfers made under the Dollar Cost Averaging or
Automatic Asset Reallocation options, the minimum amount that can be transferred
is the lesser of the amount shown on the Policy Data Page or the value of all
remaining Accumulation Units in the Investment Division. The Investment Division
from which the transfer is being made must maintain the minimum balance as shown
on the Policy Data Page after the transfer is completed. If, after a transfer,
the value of the remaining Accumulation Units in an Investment Division would be
less than the minimum, we have the right to include that amount as part of the
transfer.

There is no limit to the number of transfers that can be made. However, we
reserve the right to apply a charge, as shown on the Policy Data Page. Transfers
may not be made into the Fixed Account if there were transfers out of the Fixed
Account within the six month period prior to the transfer request, unless the
transfer is part of the Interest Sweep option, as explained in Section 8.5. We
reserve the right to limit the amount, which may be transferred from the
Investment Divisions to the Fixed Account.


                          SECTION EIGHT - FIXED ACCOUNT

8.1 HOW ARE THE FIXED ACCOUNT ASSETS INVESTED?

Premium Payments allocated to, or amounts transferred to, the Fixed Account are
held in NYLIAC's General Account. NYLIAC invests the assets of the General
Account in accordance with applicable law governing the investments of insurance
company General Accounts. NYLIAC's General Account assets are all of its assets
other than those allocated to the Separate Account. NYLIAC's General Account
assets support all of its liabilities except Separate Account liabilities.

8.2 HOW IS THE FIXED ACCOUNT VALUED?

Premium Payments allocated to, or amounts transferred to the Fixed Account are
credited with interest at an interest rate we set from time to time. This rate
will never be less than the minimum guaranteed fixed rate shown on the Policy
Data Page.

We will set an interest rate in advance at least once a year. All Premium
Payments allocated to, or amounts transferred to, the Fixed Account will receive
the rate declared for that period for one (1) year. Thereafter, the rate
applicable to those amounts will change on the anniversary of each Premium
Payment or any part of a Premium Payment allocated to the Fixed Account, or for
any amount transferred to the Fixed Account. The new rate will be the rate we
declare, and is in effect on the anniversary of the Premium Payment or any part
of that Premium Payment allocated to the Fixed Account or any amount transferred
to the Fixed Account.

The amount in the Fixed Account is equal to the sum of Premium Payments and
transfers allocated to the Fixed Account, plus any Premium Credits and interest
credited on those Premium Payments and transfers, less transfers and any Partial
Withdrawals from the Fixed Account, and less any Surrender Charges and Service
Charges that may have already been assessed from the Fixed Account.

8.3 CAN TRANSFERS BE MADE FROM THE FIXED ACCOUNT TO THE DCA PROGRAM?

No. Transfers may not be made from the Fixed Account to the DCA Account under
the DCA Program.

8.4 CAN TRANSFERS BE MADE FROM THE FIXED ACCOUNT TO THE INVESTMENT DIVISIONS?

Yes. Each Policy Year you may transfer from the Fixed Account to the Investment
Divisions with certain limitations, see Section 8.5.

8.5 HOW DO YOU TRANSFER THE FIXED ACCUMULATION VALUE TO THE INVESTMENT
DIVISIONS?

Prior to 30 days before the Annuity Commencement Date, amounts may be
transferred from the Fixed Account to the Investment Divisions. Transfer
requests must be in writing on a form approved by us or by telephone in
accordance with established procedures. Each transfer must be for an amount not
less than that shown on the Policy Data Page. The sum of all transfers from the
Fixed Account in a Policy Year may not be greater than the maximum percentage as
shown on the Policy Data Page, unless we agree otherwise. A minimum amount, as
shown on the Policy Data Page, must remain in the Fixed Account after a
transfer. If after a transfer, the Fixed Accumulation Value would fall below the
minimum, the remaining amount will be allocated to the Investment Division(s) in
the same proportion as the transfer request.

200-190                                                     Page 18
<PAGE>   20

In addition, transfers may be made on an automatic basis from the Fixed Account
based on established procedures.

Interest Sweep

For the interest earned on monies allocated or transferred to the Fixed Account,
you may request transfers from the Fixed Account to any combination of
Investment Divisions. This option is called Interest Sweep. The minimum Fixed
Accumulation Value required to elect this option is shown on the Policy Data
Page. If the Interest Sweep option would cause an amount greater than the
maximum amount shown on the Policy Data Page to be transferred from the Fixed
Account, the transfer may not be processed and the Interest Sweep option may be
canceled.

The Interest Sweep option may be requested in addition to the Dollar Cost
Averaging option, the Automatic Asset Reallocation option, or the DCA Program.

8.6 HOW WILL PARTIAL WITHDRAWALS AND TRANSFERS BE DEDUCTED FROM THE FIXED
ACCOUNT?

Partial Withdrawals and transfers will be made from the Fixed Account in the
following sequence: first from the Fixed Accumulation Value attributed to the
initial Premium Payment, then from the Fixed Accumulation Value attributed to
subsequent allocations and transfers in the order received.


                           SECTION NINE - DCA PROGRAM

9.1 HOW ARE THE DCA PROGRAM ASSETS INVESTED?

Premium Payments allocated to the DCA Program are held in NYLIAC's General
Account. NYLIAC invests the assets of the General Account in accordance with
applicable law governing the investments of insurance company General Accounts.
NYLIAC's General Account assets are all of its assets other than those allocated
to the Separate Account. NYLIAC's General Account assets support all of its
liabilities except Separate Account liabilities.

9.2 HOW IS THE DCA PROGRAM VALUED?

Under the DCA Program, we will specify a DCA Account having a specific
expiration date. We will set interest rates in advance at least annually for
each date on which Premium Payments may be received for allocation to a DCA
Account. The rate will never be less than the Minimum Guaranteed DCA Interest
Rate shown on the Policy Data Page. The DCA Account available on the Issue Date
is shown on the Policy Data Page.

The amount held with respect to the DCA Account is equal to the initial and any
subsequent Premium Payments allocated into the DCA Account, plus any Premium
Credits and interest credited at the rate specified for each Premium Payment,
less transfers and any Partial Withdrawals from the DCA Account, and less any
Surrender Charges and Service Charges that may have already been assessed from
the DCA Account.

The minimum Premium Payment that may be allocated to the DCA Account is
specified on the Policy Data Page. Premium Payments and Premium Credits
allocated to the DCA Account will receive the applicable interest rate as of the
Business Day received by us. Interest rates for subsequent Premium Payments and
Premium Credits allocated to the DCA Account may be different from the rate
applied to the initial Premium Payment and Premium Credit.

9.3 CAN TRANSFERS BE MADE FROM THE DCA ACCOUNT TO THE FIXED ACCOUNT?

Yes.  Transfers may be made to the Fixed Account.

9.4 HOW DO YOU TRANSFER THE DCA ACCOUNT VALUE TO THE INVESTMENT DIVISIONS?

At the time you elect the DCA Account, you must tell us into which Investment
Division(s) and/or Fixed Account you want the DCA Account value allocated. We
will automatically transfer amounts from your DCA Account into the Investment
Division(s) and/or Fixed Account in proportional periodic amounts in accordance
with your instructions and in accordance with established procedures.

In no event may the expiration date of the DCA Account you elect extend beyond
your Annuity Commencement Date.

The DCA Program may be requested in addition to the Dollar Cost Averaging
option, the Automatic Asset Reallocation option, or the Interest Sweep option.

9.5 HOW WILL PARTIAL WITHDRAWALS AND TRANSFERS BE DEDUCTED FROM THE DCA PROGRAM?

Partial Withdrawals and transfers will be made from the DCA Program in the
following sequence: first from

200-190                                                     Page 19
<PAGE>   21

the DCA Program Accumulation Value attributed to the initial Premium Payment,
then from the DCA Program Accumulation Value attributed to subsequent
allocations in the order received.


                        SECTION TEN - GENERAL PROVISIONS

10.1 WHAT CONSTITUTES THE ENTIRE CONTRACT?

This entire contract consists of this policy, any attached riders, endorsements,
and a copy of the application, if attached. Only our Chairman, President,
Secretary, or one of our Executive Officers may change the policy and then only
in writing. No change will be made in the contract unless you agree to it in
writing, or by telephone, in accordance with established procedures. No
Registered Representative is authorized to change this contract or waive any
provisions of this contract.

10.2 HOW IMPORTANT IS THE INFORMATION YOU PROVIDE FOR THIS POLICY?

In issuing this policy, we have relied on the information you provided. If you
signed an application for this policy, we have relied on the statements made on
the application in issuing this policy. All such statements are deemed to be
representations and not warranties. We assume these statements are true and
complete to the best of the knowledge and belief of those who made them. No
statement made in connection with the application will be used by us to void the
policy unless that statement is a material misrepresentation and is part of the
policy.

10.3 WILL WE BE ABLE TO CONTEST THIS POLICY?

We will not contest this policy after it has been in force during the lifetime
of the Annuitant for two years from the Issue Date.

10.4 HOW ARE THE DATES REFERRED TO IN THIS POLICY MEASURED?

Policy Years, months, and anniversaries are measured from the Policy Date,
except where otherwise specified.

10.5 HOW IS A PERSON'S AGE CALCULATED FOR THE PURPOSE OF THIS POLICY?

In this policy when we refer to a person's Age on any date, we mean his or her
Age attained at his or her last birthday.

10.6 WHAT HAPPENS IF IN THIS POLICY WE REFER TO A PERSON'S AGE OR SEX
INCORRECTLY?

If a date on the Policy Data Page is based on an Age that is not correct, we may
change the date to reflect the correct Age. If the Age or sex of the Annuitant
shown on the Policy Data Page is not correct as stated, any amount payable under
this policy will be what would have been purchased at the correct Age and sex.
If payments were made based on incorrect Age or sex, we will increase or reduce
a later payment or payments to adjust for the error. Any adjustment will include
interest, at three and one-half percent (3.5%) per year, from the date of the
wrong payment to the date the adjustment is made.

10.7 MAY YOU ASSIGN OR TRANSFER YOUR POLICY?

While the Annuitant is alive, you may assign this policy or any interest in it.
If you do this, your interest, and anyone else's, is subject to that of the
assignee. As Owner, you still have the rights of Ownership that have not been
assigned.

10.8 HOW DO YOU ASSIGN THIS POLICY?

You must provide us with a copy of the assignment. We are not responsible for
the validity of any assignment. Any assignment will be subject to any payment
previously made by us or any other action we may take before we record the
assignment.

10.9 MAY THE ASSIGNEE CHANGE THE OWNER, ANNUITANT, OR BENEFICIARY?

No. The assignee cannot change the Owner, Annuitant, or Beneficiary. The
assignee also may not elect an alternative payment option. Any amount payable to
the assignee will be made in a single sum.

10.10 ARE THE PAYMENTS MADE UNDER THE TERMS OF THIS POLICY PROTECTED AGAINST
CREDITORS?

Payments we make under this policy are to the extent the law permits, exempt
from the claims, attachments, or levies of any creditors.

<PAGE>   22

10.11 HOW SHOULD PAYMENTS FOR THIS POLICY BE MADE?

Any payments made to us by check or money order must be payable to New York Life
Insurance and Annuity Corporation or NYLIAC. When asked, we will give a
countersigned receipt, also signed by our President or Secretary, for any
Premium Payment made to us.

10.12 HOW IS GUARANTEED INTEREST CALCULATED FOR THIS POLICY?

All guaranteed Accumulation Values referred to in this policy are based on
interest compounded annually at the guaranteed rate shown on the Policy Data
Page. Each value is at least as much as the value the law requires.

10.13 IS THIS POLICY SUBJECT TO ANY LAW?

Yes.  This policy is subject to all laws that apply.

10.14 ARE THERE ANY DIVIDENDS PAYABLE UNDER THIS POLICY?

No.  This is a non-participating policy.  Therefore, no dividends are payable.

<PAGE>   23

NEW YORK LIFE INSURANCE
AND ANNUITY CORPORATION

Executive Office - 51 Madison Avenue
New York, NY 10010

A Stock Company Incorporated in Delaware

FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY

Monthly Income Payments Begin On The Annuity Commencement Date. Premiums May Be
Paid During The Annuitant's Lifetime, As Defined Herein. The Amount Of Any
Accumulation Value May Increase Or Decrease Based On The Investment Experience
Of The Separate Account. Accumulation Values Based On The Performance Of The
Separate Account Are Variable And Are Not Guaranteed As To Dollar Amount.

A Stock Company Incorporated in Delaware.
This Policy Is Non-Participating.

999-190

<PAGE>   1
[NEW YORK LIFE LOGO]

MAINSTAY(R)
ANNUITIES
The Company You Keep(R)




                                APPLICATION FOR
                   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
                             AT AGE 80 OR 10 YEARS
<TABLE>
<S>                                                                                        <C>
To New York Life Insurance and Annuity Corporation (NYLIAC) (A Delaware Corporation)       Please print or type
==================================================================================================================================
1. WHO WILL BE THE OWNER OF THIS CONTRACT?
Name (First, M.I., Last)                                    Date of Birth              Male    Female      SS# or Tax ID#
                                                            Month    Day     Year      / /      / /
- ----------------------------------------------------------------------------------------------------------------------------------
Mailing Address-Street                                       City               State                      Zip Code

- ----------------------------------------------------------------------------------------------------------------------------------
Tel. No. (day)                                              Tel. No. (eve)                              Relationship to Annuitant:
(     )                                                     (     )
- ----------------------------------------------------------------------------------------------------------------------------------
Joint Owner Name (First, M.I., Last) Relationship to Owner  Date of Birth              Male    Female      SS# or Tax ID#
                                                            Month    Day     Year      / /      / /

==================================================================================================================================

2. WHO WILL BE THE ANNUITANT? IF SAME AS OWNER, CHECK HERE / /.                       (IF OTHER THAN OWNER, COMPLETE THIS SECTION.)
NAME (First M.I., Last)                                     Date of Birth              Male    Female      SS# or Tax ID#
                                                            Month    Day     Year      / /      / /
- ----------------------------------------------------------------------------------------------------------------------------------
Mailing Address-Street                                      City               State                      Zip Code    Tel. No.
                                                                                                                      (    )
==================================================================================================================================
3. WHAT IS YOUR PREMIUM AMOUNT? (ATTACH CHECK PAYABLE TO NYLIAC, UNLESS INSTRUCTED OTHERWISE.)

Premium Amount $ __________________________________________

==================================================================================================================================
4. WHO WILL BE THE PRIMARY BENEFICIARY(IES) OF THIS CONTRACT? NOTE: COMPLETE QUESTION 7 TO NAME A CONTINGENT BENEFICIARY.

Name:                                                         Relationship to Owner:              Percentage:

- ----------------------------------------------------------------------------------------------------------------------------------
Name:                                                         Relationship to Owner:              Percentage:

==================================================================================================================================
5. WHAT IS THE PLAN TYPE? (COMPLETE ONE PLAN.)
    NON-            Is this a 1035 Exchange?    / / Yes  / / No          If yes, what is the Cost Basis?
/ / QUALIFIED       (If yes, submit Form 18263)                          $
- ----------------------------------------------------------------------------------------------------------------------------------
/ / IRA             Current Year Contribution        Prior Year Contribution           Transfer Amount        Rollover Amount
/ / SEP             $           Year______           $          Year_____              $                      $
- ----------------------------------------------------------------------------------------------------------------------------------
    403(b)          Transfer Amount                 NOTE:  If this is an IRA/SEP transfer/rollover or 403(b) transfer, submit
/ / (TSA)           $                                      Request for IRA Transfer/Direct Rollover or 403(b) Transfer Form.

==================================================================================================================================
6. IS THIS A REPLACEMENT OF A LIFE INSURANCE OR ANNUITY POLICY? (IF YES, COMPLETE THIS SECTION.)
Company Name                                 Policy Number(s)                 Estimated Contract Value

==================================================================================================================================
7. ARE THERE ADDITIONAL DETAILS?

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

==================================================================================================================================
8. SIGNATURES
   We acknowledge receipt of a current prospectus and agree that: (1) All of the statements in this application are true to the
   best of the knowledge and belief of those who made and recorded them. (2) This contract will not become effective unless it is
   delivered to the Owner while the Annuitant is living. 3) Unless otherwise indicated below, the Owner of this contract is the
   Applicant. (4) Under penalties of perjury, the Taxpayer Identification Numbers provided on this application are certified to be
   correct. (5) I/We understand that the annuity is not backed or guaranteed by any bank or insured by the FDIC. BENEFITS BASED
   ON THE PERFORMANCE OF THE SEPARATE ACCOUNTS ARE VARIABLE AND ARE NOT GUARANTEED AS TO THE DOLLAR AMOUNT.

   Signed at______________________________________________________   ________________________________  ___________________________
                             City                                    State                             Date

   ______________________________________  __________________________________________  ___________________________________________
   Applicant (Owner)                       Annuitant (if other than Owner)             Joint Owner (if applicable)

   ______________________________________  __________________________________________  ___________________________________________
   Registered Representative's Signature   Registered Representative (print name)      Registered Representative's Tel. No.

   __________________________________________________________________________________  ___________________________________________
   Registered Representative's State and License No.                                   Reg. Representative's NYLIAC Code No.

   __________________________________________________________________________________  ___________________________________________
   Broker/Dealer Name and Address                                                       Broker/Dealer Tel. No.


200-596 (7/2000)                                                                          [RECYCLED LOGO]
</TABLE>







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