EXHIBIT 1.A.5
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                                   THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
                                   a mutual life insurance company
                                   PRUDENTIAL PLAZA, NEWARK, NEW JERSEY 07102

The PRUDENTIAL [LOGO]

INSURED JOHN DOE                                       XX XXX XXX POLICY NUMBER

AGENCY R-NK 1                                          JAN 1, 1997 CONTRACT DATE


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Flexible Premium Variable Life Insurance Policy. Insurance payable only upon
death. Cash values reflect premium payments, investment results, and charges.
Eligible for annual dividends as stated under Dividends.



We will promptly pay the beneficiary the death benefit described under the Death
Benefit provision of this contract if we receive due proof that the Insured
died. We make this promise subject to all the provisions of this contract.

THE AMOUNT AND DURATION OF THE DEATH BENEFIT MAY BE FIXED OR VARIABLE, DEPENDING
ON THE PAYMENT OF PREMIUMS, THE INVESTMENT EXPERIENCE OF THE VARIABLE INVESTMENT
OPTIONS, ANY INTEREST CREDITED TO THE FIXED INVESTMENT OPTIONS, AND THE CHARGES
MADE.

THE CASH VALUE MAY INCREASE OR DECREASE DAILY, DEPENDING ON THE PAYMENT OF
PREMIUMS, THE INVESTMENT EXPERIENCE OF THE VARIABLE INVESTMENT OPTIONS, ANY
INTEREST CREDITED TO THE FIXED INVESTMENT OPTIONS, AND THE CHARGES MADE. THERE
IS NO GUARANTEED MINIMUM CASH VALUE.

If there is ever a question about this contract, please see a Prudential
representative or contact one of our offices.

RIGHT TO CANCEL CONTRACT. You may return this contract to us within 10 days
after you receive it. All you have to do is take the contract or mail it to one
of our offices or to the representative who sold it to you. It will be canceled
and we will return your money in accordance with applicable law.

               /s/ [SPECIMEN]                     /s/ [SPECIMEN]
                 Secretary                           President



PLEASE READ YOUR POLICY CAREFULLY; it is a legal contract between you and
Prudential.

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VUL-97-NY

                                     II-22

 
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     GUIDE TO CONTENTS

CONTRACT DATA ..............................................................   3
     Insured's Information; Rating Class; Basic Contract Information;
     Notice; Type of Death Benefit; Life Insurance on the Insured; Minimum
     Initial Premium; Contract Limitations; Other Benefits (if applicable);
     Adjustments to Premium Payments; Adjustments to the Contract Fund;
     Schedule of Maximum Surrender Charges; Monthly Deductions from the
     Contract Fund for Other Benefits (if applicable); Investment Options;
     The Prudential Variable Appreciable Account; Variable Investment
     Options; Fixed Interest Rate Investment Option; Initial Allocation of
     Invested Premium Amounts

TABLE OF DEATH BENEFIT GUARANTEE VALUES ....................................   4

TABLE OF MAXIMUM MONTHLY INSURANCE RATES ...................................   4
Per $1000

TABLE OF ATTAINED AGE FACTORS ..............................................   4

DEFINITIONS ................................................................   5

THE CONTRACT ...............................................................   5
     Entire Contract; Contract Modifications; Incontestability

OWNERSHIP ..................................................................   6

DEATH BENEFIT PROVISIONS ...................................................   6
     Death Benefit; Additional Death Benefits; Method of Payment; Suicide
     Exclusion; Interest on Death Benefit
     
CHANGE IN BASIC INSURANCE AMOUNT ...........................................   7

CHANGING THE TYPE OF DEATH BENEFIT .........................................   8

BENEFICIARY ................................................................   9

DIVIDENDS ..................................................................   9
     Participation; Dividend Options

PREMIUM PAYMENT ............................................................  10
     Payment of Premiums; Invested Premium Amount; Crediting the 
     Initial Premium Payment; Allocations

CONTRACT FUND ..............................................................  10
     Cash Value; Net Cash Value; Coverage Amount

DEFAULT ....................................................................  11
     Excess Contract Debt Default; Cash Value Default; Notice of Default

DEATH BENEFIT GUARANTEE ....................................................  11
     Death Benefit Guarantee; Guarantee Values

REINSTATEMENT ..............................................................  12

SEPARATE ACCOUNT ...........................................................  13
     Separate Account; Variable Investments; Separate Account 
     Investments; Change in Investment Policy

FIXED INVESTMENTS ..........................................................  13

                                    Page 2

(VUL-97)-NY                         

                                     II-23

 
                                                                            Page
TRANSFERS .................................................................   14
     Class One Investments; Class Two Investments; Dollar Cost Averaging

SURRENDER .................................................................   14
     Cash Value Option; Fixed Reduced Paid-up Insurance

WITHDRAWALS ...............................................................   15
     Effect on Contract Fund; Effect on Basic Insurance Amount

LOANS .....................................................................   16
     Loan Value; Contract Debt; Loan Requirements; Interest Charge; 
     Preferred Loan; Maximum Preferred Loan Amount; Effect 
     on Contract Fund; Deferral

GENERAL PROVISIONS ........................................................   17
     Annual Report; Payment of Death Claim; Currency; Misstatement of Age
     or Sex; Assignment; Change in Plan; Factors Subject to Change;
     Applicable Tax Law
     
BASIS OF COMPUTATION ......................................................   18
     Mortality Basis and Interest Rate; Minimum Legal Values

SETTLEMENT OPTIONS ........................................................   19
     Options Described; Interest Rate

SETTLEMENT OPTIONS TABLES .................................................   20

     A copy of the application and any riders or endorsements can be found
     at the end of the contract.


                                    Page 2A

(VUL-97)-NY                          

                                     II-24

 
                                 CONTRACT DATA
INSURED

   JOHN DOE    Male,      Issue Age 35

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RATING CLASS

     Select Standard

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BASIC CONTRACT INFORMATION

     Policy Number      xx xxx xx
     Contract Date      January 1, 1997
     Premium Period     Life
     Beneficiary        Mary Doe, wife

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NOTICE

The contract has no generally applicable guaranteed effective interest rate used
to determine contract values. The guaranteed interest rate credited on that
portion of the contract fund placed in the fixed interest rate investment option
is 4% a year. Excess interest credited on the fixed interest rate investment
option is not guaranteed and we have the right to change the interest rate from
time to time, but not less than the fixed interest rate investment option's
guaranteed interest rate.

Dividends are not guaranteed. We have the right to determine the amount of
dividends, if any, to be credited to the contract. This may result in total cash
values different from those illustrated.

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TYPE OF DEATH BENEFIT (see Death Benefit Provisions)

     Type B

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LIFE INSURANCE ON THE INSURED (as of the Contract Date)

     Basic Insurance Amount                                         $50,000.00

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MINIMUM INITIAL PREMIUM

     The minimum initial premium due on the Contract Date is $68.13.

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                      CONTRACT DATA CONTINUED ON NEXT PAGE



Page 3(97)(NY)
     
                                     II-25

 
                                                           POLICY NO. XX XXX XXX


                             CONTRACT DATA CONTINUED

CONTRACT LIMITATIONS

The minimum premium we will accept is $25.00.

The minimum basic insurance amount is $50,000.00.
The minimum increase in basic insurance amount is $10,000.00.
The minimum decrease in basic insurance amount is $10,000.00.

The minimum amount you may withdraw is $500.00.
The minimum amount you may borrow is $200.00.

The Surrender Charge Threshold is $50,000.00

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ADJUSTMENTS TO PREMIUM PAYMENTS

From each premium paid we will:

Subtract an administrative charge of up to 7.5% of the premium (s)
paid.

Subtract a charge for sales expenses at a rate of up to 4% of the
premium(s) paid.

The remainder of the premium is the invested premium amount.

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ADJUSTMENTS TO THE CONTRACT FUND

On the Contract Date the contract fund is equal to the invested premium amount
credited on that date, minus any of the charges described below which may be due
on that date.

                      CONTRACT DATA CONTINUED ON NEXT PAGE


Page 3A(97)(NY)

                                     II-26

 
                                                           POLICY NO. XX XXX XXX

                             CONTRACT DATA CONTINUED

On each day after the contract date, we will adjust the contract fund by:

adding any invested premium amounts.

adding any increase due to investment results of the variable investment
options.

adding guaranteed interest at an effective annual rate of 4% (0.01074598% a day)
on that portion of the contract fund that is not in a variable investment
option.

adding any excess interest on that portion of the contract fund that is in a
fixed interest rate investment option.

subtracting any decrease due to investment results of the variable investment
options.

subtracting a charge against the variable investment options at an effective
annual rate of not more than 0.90% (.00245475% a day) for mortality and expense
risks that we assume.

subtracting any withdrawals.

subtracting an administrative charge of up to $25.00 for any withdrawals.

subtracting an administrative charge of up to $25.00 for any change in basic
insurance amount.

subtracting an administrative charge of up to $25.00 for each transfer between
investment options exceeding twelve in any contract year.

subtracting any surrender charges that may result from a withdrawal, surrender,
or reduction in the basic insurance amount.

And on each monthly date, we will adjust the contract fund by:

subtracting a charge for the cost of insurance of up to the maximum monthly rate
(see Table of Maximum Monthly Insurance Rates) multiplied by the coverage amount
divided by $1000.00. The coverage amount is equal to the death benefit (See
Death Benefit) minus the value of the contract fund.

                      CONTRACT DATA CONTINUED ON NEXT PAGE


Page 3B (97)

                                     II-27

 
                                                           POLICY NO. XX XXX XXX

                             CONTRACT DATA CONTINUED

subtracting a charge for administrative expenses of up to $10.00 plus $0.07 per
$1000.00 of the basic insurance amount within the first contract year.

subtracting a charge for administrative expenses of up to $10.00 plus $0.01 per
$1000.00 of the basic insurance amount after the first contract year.

subtracting a charge of up to $0.01 per $1000.00 of the basic insurance amount
to guarantee the minimum death benefit.

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SCHEDULE OF MAXIMUM SURRENDER CHARGES

For a full surrender at the beginning of the contract year indicated, the
maximum charge we will deduct from the contract fund is shown below. For a full
surrender at other times, the surrender charge will reflect the completed
contract months that have passed since the last anniversary.




       For a Surrender Occurring
          At the Start of                       The Maximum Surrender      
           Contract Year                                Charge is
       -------------------------------------------------------------------------
                                                        
                1                                      $446.82
                2                                      $446.82
                3                                      $446.82
                4                                      $446.82
                5                                      $446.82
       
                6                                      $446.82
                7                                      $446.82
                8                                      $335.12
                9                                      $223.41
                10                                     $111.71
       
                11 and later                             $0.00
       -------------------------------------------------------------------------


We may also deduct a surrender charge when you change the basic insurance amount
or the type of death benefit, and when you make a withdrawal. (See Change In
Basic Insurance Amount, Changing The Type Of Death Benefit, and Withdrawals.)

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                      CONTRACT DATA CONTINUED ON NEXT PAGE


Page 3C (97)

                                     II-28

 
                                                           POLICY NO. XX XXX XXX

                             CONTRACT DATA CONTINUED

INVESTMENT OPTIONS

THE PRUDENTIAL VARIABLE APPRECIABLE ACCOUNT

This account is registered with the SEC under the Investment Company Act of
1940. Each investment option of this account invests in a specific portfolio of
The Prudential Series Fund, Inc., and such other funds as we may specify from
time to time. The Prudential Series Fund, Inc. and other funds identified below
are registered with the SEC under the Investment Company Act of 1940 as open-end
diversified management investment companies. We show below the available
investment options and the funds and fund portfolios they invest in.

These are Class One investments as described under Transfers.

     VARIABLE INVESTMENT OPTIONS

          Money Market
          Diversified Bond
          Conservative Balanced
          Flexible Managed
          High Yield Bond
          Stock Index
          Equity Income
          Equity
          Prudential Jennison
          Global

     FIXED INTEREST RATE INVESTMENT OPTION

          The fixed interest rate investment option is funded by the general
          account of the company. It is described in the Fixed Investments
          provision of this contract. This is a Class Two investment as
          described under Transfers.

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INITIAL ALLOCATION OF INVESTED PREMIUM AMOUNTS

Fixed Interest Rate                               40%
Money Market                                      60%

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                              END OF CONTRACT DATA


Page 3D (97)(NY)

                                     II-29

 
                                                            POLICY NO. XX XXX XX

                                    TABLE(S)

                     TABLE OF DEATH BENEFIT GUARANTEE VALUESP

These values are used to determine the death benefit guarantee as described
under Death Benefit Guarantee. The values on contract anniversaries are shown
below. On a date that falls between two anniversaries, the value will fall
between the values for those anniversaries considering the time that has passed
since the last anniversary.

The Limited Death Benefit Guarantee period is the first 32 contract years.




                               LIMITED                         LIFETIME
CONTRACT                       DEATH BENEFIT                DEATH BENEFIT
ANNIVERSARY                    GUARANTEE VALUE             GUARANTEE VALUE
- --------------------------------------------------------------------------------
                                                              
 Contract Date                        $0                             $0    
 1st                             $787.28                      $3,057.08
 2nd                           $1,606.05                      $6,236.44
 3rd                           $2,457.57                      $9,542.98
 4th                           $3,343.15                     $12,981.78
 5th                           $4,264.16                     $16,558.13
                                                           
 6th                           $5,222.01                     $20,277.54
 7th                           $6,218.17                     $24,145.72
 8th                           $7,254.18                     $28,168.63
 9th                           $8,331.63                     $32,352.46
10th                           $9,452.18                     $36,703.64
                                                           
11th                          $10,617.55                     $41,228.87
12th                          $11,829.53                     $45,935.10
13th                          $13,089.99                     $50,829.58
14th                          $14,400.87                     $55,919.84
15th                          $15,764.18                     $61,213.71
                                                           
16th                          $17,182.03                     $66,719.34
17th                          $18,656.59                     $72,445.19
18th                          $20,190.13                     $78,400.08
19th                          $21,785.02                     $84,593.16
20th                          $23,443.70                     $91,033.97
                                                           
21st                          $25,168.73                     $97,732.41
22nd                          $26,962.76                    $104,698.79
23rd                          $28,828.55                    $111,943.82
24th                          $30,768.97                    $119,478.65
25th                          $32,787.01                    $127,314.88

                        TABLE(S) CONTINUED ON NEXT PAGE

Page 4 (97)

                                     II-30

 
                                                           POLICY NO. XX XXX XXX
                               TABLE(S) CONTINUED



                               LIMITED                         LIFETIME
CONTRACT                       DEATH BENEFIT                DEATH BENEFIT
ANNIVERSARY                    GUARANTEE VALUE             GUARANTEE VALUE
- --------------------------------------------------------------------------------
                                                            
     26th                     $34,885.77                    $135,464.56
     27th                     $37,068.48                    $143,940.22
     28th                     $39,338.50                    $152,754.91
     29th                     $41,699.32                    $161,922.19
     30th                     $44,154.57                    $171,456.16
                                                          
     31st                     $46,708.03                    $181,371.49
     32nd                     $49,363.63                    $191,683.43
     33rd                                                   $202,407.85
     34th                                                   $213,561.24
     35th                                                   $225,160.77
                                                        
     36th                                                   $237,224.28
     37th                                                   $249,770.33
     38th                                                   $262,818.22
     39th                                                   $276,388.03
     40th                                                   $290,500.63
                                                        
     41st                                                   $305,177.74
     42nd                                                   $320,441.93
     43rd                                                   $336,316.69
     44th                                                   $352,826.44
     45th                                                   $369,996.58
                                                        
     46th                                                   $387,853.52
     47th                                                   $406,424.74
     48th                                                   $425,738.81
     49th                                                   $445,825.44
     50th                                                   $466,715.54
                                                        
     51st                                                   $488,441.24
     52nd                                                   $511,035.97
     53rd                                                   $534,534.49
     54th                                                   $558,972.95
     55th                                                   $584,388.95
                                                        
     56th                                                   $610,821.59
     57th                                                   $638,311.53
     58th                                                   $666,901.07
     59th                                                   $696,634.19
     60th                                                   $727,556.64
                                                        
     61st                                                   $759,715.99
     62nd                                                   $793,161.71
     63rd                                                   $827,945.26
     64th                                                   $864,120.15
     65th                                                   $901,742.04
- --------------------------------------------------------------------------------
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                         TABLE(S) CONTINUED ON NEXT PAGE

Page 4A (97)

                                     II-31

 
                                                           POLICY NO. XX XXX XXX

                               TABLE(S) CONTINUED

               TABLE OF MAXIMUM MONTHLY INSURANCE RATES PER $1,000



 CONTRACT          MAXIMUM                 CONTRACT                MAXIMUM
 YEAR            MONTHLY RATE               YEAR                 MONTHLY RATE
- --------------------------------------------------------------------------------
                                                              
    1              $0.22667                  26                   $2.01750
    2              $0.24333                  27                   $2.20083
    3              $0.26417                  28                   $2.40750
    4              $0.28750                  29                   $2.63833
    5              $0.31417                  30                   $2.89083
                                         
    6              $0.34500                  31                   $3.15833
    7              $0.37833                  32                   $3.43833
    8              $0.41500                  33                   $3.72833
    9              $0.45500                  34                   $4.03250
   10              $0.49917                  35                   $4.36252
                                         
   11              $0.54583                  36                   $4.72667
   12              $0.59417                  37                   $5.13583
   13              $0.64667                  38                   $5.59833
   14              $0.70333                  39                   $6.11083
   15              $0.76500                  40                   $6.67250
                                         
   16              $0.83333                  41                   $7.27250
   17              $0.91083                  42                   $7.88583
   18              $0.99833                  43                   $8.50167
   19              $1.09750                  44                   $9.12417
   20              $1.20583                  45                   $9.77500
                                         
   21              $1.32167                  46                  $10.47583
   22              $1.44417                  47                  $11.24667
   23              $1.57333                  48                  $12.10083
   24              $1.70917                  49                  $13.02417
   25              $1.85500                  50                  $13.98583

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Page 4B (97)

                                     II-32

 
                                                           POLICY NO. XX XXX XXX

                               TABLE(S) CONTINUED

               TABLE OF MAXIMUM MONTHLY INSURANCE RATES PER $1,000



 CONTRACT          MAXIMUM                 CONTRACT                MAXIMUM
 YEAR            MONTHLY RATE               YEAR                 MONTHLY RATE
- --------------------------------------------------------------------------------
                                                              
51                 $14.95333                 61                   $29.32167
52                 $15.90333                 62                   $35.08250
53                 $16.87833                 63                   $45.08333
54                 $17.89417                 64                   $62.09583
55                 $18.90417                 65                   $83.33333
                                                      
56                 $19.92333
57                 $20.98333
58                 $22.21250
59                 $23.78917
60                 $25.93917
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We may charge less than the maximum monthly rates. At least once every five
years, but not more often than once a year, we will consider the need to change
the rates we charge. We describe the factors we use to determine such changes
under General Provisions.

See the Basis of Computation for a description of the basis we use to compute
these rates.

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Page 4C (97)

                                     II-33

 
                                                           POLICY NO. XX XXX XXX

                               TABLE(S) CONTINUED

                          TABLE OF ATTAINED AGE FACTORS


These factors are used to determine your death benefit as described under Death
Benefit Provisions. These factors apply during each contract year starting on
the contract anniversary.




        INSURED'S                            INSURED'S
      ATTAINED AGE       FACTORS             ATTAINED AGE       FACTORS
- --------------------------------------------------------------------------------
                                                         
          35              4.07                    60             1.74
          36              3.42                    61             1.70
          37              3.31                    62             1.67
          38              3.21                    63             1.63
          39              3.11                    64             1.60

          40              3.01                    65             1.57
          41              2.92                    66             1.54
          42              2.83                    67             1.51
          43              2.74                    68             1.48
          44              2.66                    69             1.46

          45              2.58                    70             1.43
          46              2.51                    71             1.41
          47              2.44                    72             1.39
          48              2.37                    73             1.36
          49              2.30                    74             1.34

          50              2.24                    75             1.33
          51              2.18                    76             1.31
          52              2.12                    77             1.29
          53              2.07                    78             1.28
          54              2.01                    79             1.26

          55              1.96                    80             1.25
          56              1.91                    81             1.24
          57              1.87                    82             1.22
          58              1.82                    83             1.21
          59              1.78                    84             1.20

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Page 4D (97)

                                     II-34

 
                                                           POLICY NO. XX XXX XXX

                               TABLE(S) CONTINUED



     INSURED'S                            INSURED'S
     ATTAINED AGE        FACTORS         ATTAINED AGE              FACTORS
- --------------------------------------------------------------------------
                                                            
          85              1.19                 93                   1.12
          86              1.18                 94                   1.11
          87              1.17                 95                   1.10
          88              1.16                 96                   1.08
          89              1.16                 97                   1.07

          90              1.15                 98                   1.06
          91              1.14                 99                   1.05
          92              1.13                 100 and above        1.00
- --------------------------------------------------------------------------
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                                 END OF TABLE(S)


Page 4E (97)

                                     II-35

 
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DEFINITIONS

WE, OUR and US. The Prudential Insurance Company of America (Prudential).

YOU and YOUR. The owner(s) of the contract.

INSURED. The person named as the Insured on the first page. He or she need not
be the owner.

SEC. The Securities and Exchange Commission.

ISSUE DATE. The contract date shown on the first page.

ANNIVERSARY or CONTRACT ANNIVERSARY. The same day and month as the contract date
in each later year.

CONTRACT YEAR. A year that starts on the contract date or on an anniversary.

MONTHLY DATE. The contract date and the same day as the contract date in each
later month.

CONTRACT MONTH. A month that starts on a monthly date.

ATTAINED AGE. The Insured's attained age at any time is the issue age plus the
length of time since the contract date. You will find the Insured's issue age
near the top of page 3.

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THE CONTRACT

ENTIRE CONTRACT

This policy and any attached copy of an application, including an application
requesting a change, form the entire contract. We assume that all statements in
an application are made to the best of the knowledge and belief of the person(s)
who make them; they are deemed to be representations and not warranties. We rely
on those statements when we issue the contract and when we change it. We will
not use any statement, unless made in an application, to try to void the
contract, to contest a change, or to deny a claim.

CONTRACT MODIFICATIONS

Only a Prudential officer with the rank or title of vice president may agree to
modify this contract, and then only in writing.

INCONTESTABILITY

Except as we state in the next sentence, we will not contest this contract after
it has been in force during the Insured's lifetime for two years from the issue
date. The exceptions are: (1) non-payment of enough premium to pay the required
charges; and (2) any change in the contract that requires our approval and that
would increase our liability. For any such change, we will not contest the
change after it has been in effect for two years during the lifetime of the
Insured.

                                    Page 5

(VUL-97)-NY                          

                                     II-36

 
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OWNERSHIP

Unless a different owner is named in the application, the owner of the contract
is the Insured. If a different owner is named, we will show that owner in an
endorsement to the contract. This ownership arrangement will remain in effect
unless you ask us to change it.

If you wish to change the ownership of the contract, your request must be in a
form that meets our needs. The change will take effect only when we file the
request; this will be after you send us the contract, if we require it to issue
an endorsement. Then any previous owner's interest will end as of the date of
the request, even if the Insured is not living when we file the request.

While the Insured is living, the owner, with no one else's consent, is entitled
to any contract benefit and value, and to the exercise of any right and
privilege granted by the contract or by us.

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DEATH BENEFIT PROVISIONS

We will pay a benefit (described below) to the beneficiary at the Insured's
death if this contract is in force at the time of that death; that is, if it has
not been surrendered and it is not in default past the grace period.

If the contract is not in default, the amount we will pay will be the death
benefit determined as of the date of the Insured's death, increased by any
dividend credits and reduced by any contract debt (described under Loans).

If the contract is in default, and the Insured's death occurs in the grace
period (described under Default), we will pay the death benefit, increased by
any dividend credits and reduced by any contract debt and the amount needed to
pay charges through the date of death.

If the Insured's death occurs past the grace period, no death benefit is
payable.

DEATH BENEFIT

This contract has either a Type A or Type B death benefit. We show the type of
death benefit that applies to this contract under Type of Death Benefit in the
contract data pages.

If this contract has a Type A death benefit, the death benefit on any date is
equal to the greater of: (1) the basic insurance amount, and (2) the contract
fund before deduction of any monthly charges due on that date, multiplied by the
attained age factor that applies.

If this contract has a Type B death benefit, the death benefit on any date is
equal to the greater of: (1) the basic insurance amount plus the contract fund
before deduction of any monthly charges due on that date, and (2) the contract
fund before deduction of any monthly charges due on that date, multiplied by the
attained age factor that applies.

For the purposes of computing the death benefit, if the contract fund is less
than zero we will consider it to be zero. Your basic insurance amount and
attained age factors are shown in the contract data pages.

ADDITIONAL DEATH BENEFITS

This contract may provide additional benefits, which may be payable on an
Insured's death. If it does, they will be listed on a contract data page, and a
form describing the benefit will be included in this contract. Any such benefit
will be payable only if the contract is not in default past the grace period at
the time of the death.

METHOD OF PAYMENT

You may choose to have any death benefit paid in a single sum or under one of
the optional modes of settlement shown in the Settlement Options provision.

                                    Page 6

(VUL-97)-NY                          

                                     II-37

 
SUICIDE EXCLUSION

If the Insured dies by suicide within two years from the issue date, this
contract will end and we will return the premiums paid, less any contract debt,
and less any withdrawals.

If the Insured dies by suicide after two years from the issue date but within
two years of the effective date of an increase in the basic insurance amount, we
will pay, as to the increase in amount, no more than the sum of the premiums
paid on and after the effective date of the increase.

INTEREST ON DEATH BENEFIT

Any death benefit described above will be credited with interest from the date
of death in accordance with applicable laws.

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

CHANGE IN BASIC INSURANCE AMOUNT

You may change the basic insurance amount. You may do so subject to our approval
and all these conditions and the paragraphs that follow:

1.   You must ask for the change in a form that meets our needs.

2.   The amount of an increase or decrease must be at least equal to the minimum
     increase or decrease in basic insurance amount shown under Contract
     Limitations in the contract data pages.
 
3.   The basic insurance amount after the decrease must be at least equal to the
     minimum basic insurance amount shown under Contract Limitations in the
     contract data pages.

4.   If we ask you to do so, you must send us the contract to be endorsed.

5.   You must prove to us that the Insured is insurable for any increase.

6.   The contract must not be in default.

7.   Any request for a change must be made on or after the first contract
     anniversary.

8.   We must not be paying premiums into the contract as a result of the
     Insured's total disability.

We show under Contract Limitations a Surrender Charge Threshold. If you decrease
your basic insurance amount to an amount equal to or greater than this
threshold, we will not impose a surrender charge. If you decrease your basic
insurance amount below this threshold, we will subtract the new basic insurance
amount from the threshold amount. We will then multiply the surrender charge
(see Schedule of Maximum Surrender Charges) by the lesser of this difference and
the amount of the decrease and divide by the threshold amount. The result is the
maximum surrender charge we will deduct from the contract fund as a result of
this transaction.

We may decline the change if we determine it would cause the contract to fail to
qualify as life insurance under the applicable tax law. A change will take
effect only if we approve your request for it at our Home Office and will take
effect on the date we approve it. If we approve the change, we will also
recompute the contract's charges, values and limitations. A change in the basic
insurance amount may also affect the amount of any extra benefits this contract
might have. We will send you new contract data pages showing the amount and
effective date of the change and the recomputed charges, values and limitations.
If the Insured is not living on the effective date, the change will not take
effect. We may deduct the administrative charge (shown under Adjustments to the
Contract Fund) for the change.

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CHANGING THE TYPE OF DEATH BENEFIT

This contract has either a Type A or Type B death benefit (see Death Benefit).
Subject to our approval, you may change the type of death benefit after the
first contract year. If you do so, we will adjust the basic insurance amount so
that the death benefit immediately after the change will remain the same as the
death benefit immediately before the change.

If you are changing from a Type B to a Type A death benefit, we will increase
the basic insurance amount by the amount in your contract fund on the date the
change takes effect.

If you are changing from a Type A to a Type B death benefit, we will reduce the
basic insurance amount by the amount in your contract fund on the date the
change takes effect. The basic insurance amount after the decrease must be at
least equal to the minimum basic insurance amount, which we show under Contract
Limitations in the contract data pages.

We show under Contract Limitations a Surrender Charge Threshold. If we decrease
your basic insurance amount to an amount equal to or greater than this
threshold, we will not impose a surrender charge. If we decrease your basic
insurance amount below this threshold, we will subtract the new basic insurance
amount from the threshold amount. We will then multiply the surrender charge
(see Schedule of Maximum Surrender Charges) by the lesser of this difference and
the amount of the decrease and divide by the threshold amount. The result is the
maximum surrender charge we will deduct from the contract fund as a result of
this transaction.

A change in the type of death benefit will take effect only if we approve your
request at our Home Office. If we approve the change, we will recompute the
contract's charges, values and limitations shown in the contract data pages. The
change will take effect on the monthly date that coincides with or next follows
the date we approve your request. We will send you new contract data pages
showing the amount and effective date of the change in basic insurance amount
and the recomputed charges, values and limitations.

Your request for a change must be in a form that meets our needs. We may require
you to send us this contract before we make the change.

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BENEFICIARY

You may designate or change a beneficiary. Your request must be in a form that
meets our needs. The change will take effect only when we file the request at
our Home Office; this will be after you send the contract to us to be endorsed,
if we ask you for it. Then any previous beneficiary's interest will end as of
the date of the request, even if the Insured is not living when we file the
request. Any beneficiary's interest is subject to the rights of any assignee we
know of.

When a beneficiary is designated, any relationship shown is to the Insured,
unless otherwise stated. To show priority, we may use numbered classes, so that
the class with first priority is called class 1, the class with next priority is
called class 2, and so on. When we use numbered classes, these statements apply
to beneficiaries unless the form states otherwise:

1.   One who survives the Insured will have the right to be paid only if no one
     in a prior class survives the Insured.

2.   One who has the right to be paid will be the only one paid if no one else
     in the same class survives the Insured.

3.   Two or more in the same class who have the right to be paid will be paid in
     equal shares.

4.   If none survives the Insured, we will pay in one sum to the Insured's
     estate.

Before we make a payment, we have the right to decide what proof we need of the
identity, age, or other facts about any persons designated as beneficiaries. If
beneficiaries are not designated by name and we make payment(s) based on that
proof, we will not have to make the payment(s) again.

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

DIVIDENDS

PARTICIPATION

This contract will be eligible for a dividend on each contract anniversary if
the Insured is living. We will decide each year what part, if any, of our
surplus to credit to this contract as a dividend. We do not expect to credit any
dividends to this contract.

DIVIDEND OPTIONS

While the contract is in force, you may choose any of the uses we show below for
any dividend. You must ask us in a form that meets our needs.

1.   Cash. We will pay it to you in cash.

2.   Increase Contract Fund. We will use it to increase your contract fund.

3.   Paid-Up Life Insurance Addition. We will use it at the net single premium
     rate as of the anniversary to provide a paid-up life insurance addition.

If you have not made another choice by 31 days after the anniversary, we will
use any dividend as we state under dividend option 2.

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PREMIUM PAYMENT

PAYMENT OF PREMIUMS

The minimum initial premium shown in the contract data pages is due on or before
the contract date. There is no insurance under this contract until that premium
is paid. We may require an additional premium if adjustments to premium payments
plus any contract fund charges due on or before the payment date exceed the
minimum initial premium.

Subject to the limitations below, additional premiums may be paid at any time
during the Insured's lifetime as long as the contract is not in default beyond
the grace period. Premiums may be paid at one of our offices or to one of our
authorized representatives. We will give a signed receipt upon request. The
minimum premium we will accept is shown on a contract data page. We have the
right to refuse to accept a premium payment that would cause this contract to
fail to qualify as life insurance under applicable tax law. We also have the
right to refuse to accept any payment that increases the death benefit by more
than it increases the contract fund.

INVESTED PREMIUM AMOUNT

The invested premium amount is the portion of each premium you pay that we add
to the contract fund. It is equal to the premium paid minus the adjustments to
premium payments shown on a contract data page.

CREDITING THE INITIAL PREMIUM PAYMENT

If we receive the first premium payment on or before the contract date, we will
credit the invested premium amount to the contract fund on the contract date.

If we receive the first premium payment after the contract date, we will credit
the premium amount to the contract fund on the payment date.

ALLOCATIONS

You may allocate all or a part of your invested premium amount to one or more of
the investment options listed in the contract data pages. You may choose to
allocate nothing to a particular investment option. You may not choose a
fractional percentage.

The initial allocation of invested premium amounts is shown on a contract data
page. You may change the allocation for future invested premium amounts at any
time if the contract is not in default. To change your allocation, simply notify
us in a form that meets our needs. The change will take effect on the date we
receive your notice; we will send you a confirmation of the transaction.

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

CONTRACT FUND

When you make your first premium payment, the invested premium amount, less any
charges due on or before that day, becomes your contract fund. Amounts are added
and subtracted from the contract fund as shown under Adjustments to the Contract
Fund in the contract data pages. The amount in your contract fund is used to pay
charges under this contract and will determine, in part, whether this contract
will remain in force or go into default. The contract fund value is also used to
determine your loan and surrender values, the amount you may withdraw, and the
death benefit.

CASH VALUE

The cash value at any time is the contract fund less any surrender charge.

NET CASH VALUE

The net cash value at any time is the cash value less any contract debt.

If the contract is in default, the net cash value is zero.

COVERAGE AMOUNT

The coverage amount is used to determine the cost of insurance as described
under Adjustments to the Contract Fund. It is equal to the death benefit (see
Death Benefit) minus the value of the contract fund.

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DEFAULT

EXCESS CONTRACT DEBT DEFAULT

If contract debt ever grows to be equal to or more than the cash value, the
contract will have excess contract debt and will be in default.

CASH VALUE DEFAULT

On each monthly date, we will determine the cash value. If the cash value is
greater than zero and the contract has no excess contract debt, the contract
will remain in force until the next monthly date. If the cash value is zero or
less, the contract is in default unless it remains in force under the Death
Benefit Guarantee.

NOTICE OF DEFAULT

If the contract is in default, we will mail you a notice stating the amount we
will need to keep the contract in force. That amount will equal a premium which
we estimate will keep the contract in force for three months from the date of
default. We grant a 61-day grace period from the date we mail the notice to pay
this charge. The contract will remain in force during this period. If that
amount is not paid to us by the end of the 61-day grace period, the contract
will end and have no value.

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

DEATH BENEFIT GUARANTEE

DEATH BENEFIT GUARANTEE

On each monthly date while the contract is in force, we will:

1.   Accumulate premium payments at 4% annual interest; and

2.   Accumulate any withdrawal amounts at 4% annual interest.

We then subtract amount 2 from amount 1 and compare the result to the values
shown in or derived from the Table of Death Benefit Guarantee Values for such
monthly date. If the result is equal to or greater than the appropriate value
and the contract has no excess contract debt, the contract will remain in force
until the next monthly date. If the result is less than the appropriate value
and any of the events described under Default have occurred, the contract is in
default as described under Default.

GUARANTEE VALUES

We show the Limited Death Benefit Guarantee Period under the Table of Death
Benefit Guarantee Values in the contract data pages. When the monthly date
occurs within this period, we use the values shown in or derived from the
Limited Death Benefit Guarantee Value column to determine if the contract will
remain in force until the next monthly date. When the monthly date occurs after
this period, we use the values shown in or derived from the Lifetime Death
Benefit Guarantee Value column to determine if the contract will remain in force
until the next monthly date.

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REINSTATEMENT

If this contract ends without value, as described under Default, you may
reinstate it. The following conditions must be satisfied:

1.   The contract must not have been in default for more than 5 years.

2.   You must prove to us that the Insured is insurable for the contract.

3.   You must pay us a charge equal to: (a) an amount, if any, required to bring
  the cash value to zero on the date the contract went into default, plus (b)
  the deductions from the contract fund during the grace period following the
  date of default, plus (c) a premium that we estimate will be sufficient
  after administrative charges to cover the deductions from the contract fund
  for three monthly dates starting on the date of reinstatement.

4.   Any contract debt (with interest to date at the rate(s) we set for loans as
  we state under Loans) must be restored or paid back. If that debt with
  interest would exceed the loan value of the reinstated contract, the excess
  must be paid to us before reinstatement.

The date of reinstatement will be the beginning of the contract month that
coincides with or next follows the date we approve your request. We will deduct
all required charges from your payment and put the balance in your contract
fund. If we approve the reinstatement, we will credit the contract fund with a
refund of that part of any surrender charge deducted at the time of default
which would have been charged if the contract were surrendered immediately after
reinstatement.

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SEPARATE ACCOUNT

SEPARATE ACCOUNT

The words separate account , when we use them in this contract without
qualification, mean any separate account we establish to support variable life
insurance contracts like this one. We list the separate accounts available to
you in the contract data pages. We may establish additional separate accounts.
We will notify you within one year if we do so.

VARIABLE INVESTMENTS

A separate account may offer one or more variable investment options. We list
them in the contract data pages. We may establish additional variable investment
options. We will notify you within one year if we do so. We may also eliminate
existing variable investment options, but only with the consent of the SEC and,
where required, of the insurance regulator of our state of domicile and/or where
this contract is delivered.

Income and realized and unrealized gains and losses from assets in each variable
investment option are credited to, or charged against, that variable investment
option. This is without regard to income, gains, or losses in other investment
options.

SEPARATE ACCOUNT INVESTMENTS

We may invest the assets of different separate accounts in different ways. But
we will do so only with the consent of the SEC and, where required, of the
insurance regulator of our state of domicile and/or where this contract is
delivered. The process for obtaining consent is on file with the insurance
regulator where this contract is delivered.

We will always keep assets in the separate accounts with a total value at least
equal to the amount of the variable investment options under contracts like this
one. To the extent those assets do not exceed that amount, we use them only to
support those contracts; we do not use those assets to support any other
business we conduct. We may use any excess over that amount in any way we
choose.

We will determine the value of the assets in each separate account and any
investment option on each day the New York Stock Exchange is open for business.

CHANGE IN INVESTMENT POLICY

A portfolio of the fund might make a material change in its investment policy.
In that case, we will send you a notice of the change. Within 60 days after you
receive the notice, or within 60 days after the effective date of the change, if
later, you may transfer to the Fixed Account any amounts in the investment
option investing in that portfolio.

No material change in investment policy of a portfolio shall be made unless we
have filed such change with the insurance regulator where this contract is
delivered.

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

FIXED INVESTMENTS

We list any fixed investment option available to you in the contract data pages.
We may establish additional fixed investment options. We will notify you within
one year if we do so. You may allocate all or part of your invested premium
amount to an available fixed investment option. As stated under Adjustments to
the Contract Fund, we credit fixed investment options with guaranteed interest
and we may credit them with excess interest.

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TRANSFERS

You have the right to transfer amounts into or out of investment options up to
twelve times in each contract year without charge if the contract is not in
default, subject to certain restrictions depending on an investment's class. We
may charge for additional transfers in any contract year as we state under
Adjustments to the Contract Fund. The investment class for each investment is
shown under Investment Options in the contract data pages. To make a transfer,
you must ask us in a form that meets our needs. Unless otherwise restricted, the
transfer will take effect on the date we receive your notice at our Home Office.

CLASS ONE INVESTMENTS

You may transfer amounts into or out of these investments.

CLASS TWO INVESTMENTS

You may transfer amounts into these investments. You may transfer out up to 25%
of the amount in these investments once each contract year. Additional transfers
out of these investments may be made only with our consent.

DOLLAR COST AVERAGING

You may elect to transfer money periodically from the Money Market Investment
Option into other variable investment options. The transfer can be either a
fixed dollar amount or a percentage of the amount you designate for this
purpose. The transfers may be made monthly, quarterly, semi-annually or
annually. It will take effect as of the end of the valuation period on the date
coinciding with the period you select. If the New York Stock Exchange is not
open on that date, or if that date does not occur in a particular month, the
transfer will take effect as of the end of the valuation period which
immediately follows that date. This feature will end when (1) $50 or less
remains of the amount you designated or (2) you ask us to cancel.


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

SURRENDER

You may surrender this contract for its net cash value or for a fixed reduced
paid-up insurance benefit. To do so, you must ask us in a form that meets our
needs. We may require you to send us the contract.

CASH VALUE OPTION

We will usually pay any net cash value within seven days after we receive your
request and the contract at our Home Office. But we have the right to postpone
paying you the part of the net cash value that is to come from any variable
investment option (provided by a separate account registered under the
Investment Company Act of 1940) if: (1) the New York Stock Exchange is closed;
or (2) the SEC requires that trading be restricted or declares an emergency. We
have the right to postpone paying you the remainder for up to six months. If we
do so for more than ten days, we will pay interest at the rate that then applies
to Option 3 (Interest Payment) of the Settlement Options provision.

FIXED REDUCED PAID-UP INSURANCE

THIS WILL BE PAID-UP LIFE INSURANCE ON THE INSURED'S LIFE. WE WILL PAY THE
amount of this insurance when the Insured dies. There will be cash values and
loan values. The loan interest rate will be 5%.

The amount of this insurance will be what is provided when we use the net cash
value at the net single premium rate. This rate depends on the Insured's issue
age and sex and on the length of time since the contract date.

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WITHDRAWALS

You may make withdrawals from the contract subject to all these conditions and
the paragraph that follows:

1.   You must ask for the withdrawal in a form that meets our needs.

2.   The net cash value after withdrawal may not be less than or equal to zero
  after deducting any charges associated with the withdrawal.

3.   You may not withdraw less than the minimum amount shown under Contract
  Limitations.

4.   The basic insurance amount after withdrawals must be at least equal to the
  minimum basic insurance amount shown under Contract Limitations.

Any amount withdrawn may not be repaid except as a premium subject to charges.

EFFECT ON CONTRACT FUND

We will reduce your contract fund on the date we approve your request by the
withdrawal amount and any charges listed under Adjustments to the Contract Fund.
Unless you request otherwise and we agree, we will take any withdrawal
proportionately from all investment options that apply to the contract.

We may charge an administrative fee as stated under Adjustments to the Contract
Fund.

EFFECT ON BASIC INSURANCE AMOUNT

If you have a Type B death benefit, withdrawals will not affect the basic
insurance amount.

If you have a Type A death benefit and the withdrawal would cause the coverage
amount (see Contract Fund) to increase, we will reduce the basic insurance
amount and, consequently, your death benefit to offset this increase. The
reduction in the basic insurance amount will never be more than the withdrawal
amount. If we reduce the basic insurance amount, we will recompute the
contract's charges, values and limitations. We will send you new contract data
pages showing these changes.

We show under Contract Limitations a Surrender Charge Threshold. If we decrease
your basic insurance amount to an amount equal to or greater than this
threshold, we will not impose a surrender charge. If we decrease your basic
insurance amount below this threshold, we will subtract the new basic insurance
amount from the threshold amount. We will then multiply the surrender charge
(see Schedule of Maximum Surrender Charges) by the lesser of this difference and
the amount of the decrease and divide by the threshold amount. The result is the
maximum surrender charge we will deduct from the contract fund as a result of
this transaction.

We will usually pay any withdrawal amount within seven days after we receive
your request and the contract (if we require it) at our Home Office. But we have
the right to postpone paying you the part of the net cash value that is to come
from any variable investment option provided by a separate account registered
under the Investment Company Act of 1940 if: (1) the New York Stock Exchange is
closed; or (2) the SEC requires that trading be restricted or declares an
emergency. We have the right to postpone paying you the remainder for up to six
months. If we do so for more than ten days, we will pay interest at the rate of
3% a year.

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LOANS

Subject to the minimum loan requirement and the requirements of this provision,
you may at any time borrow any amount up to the current loan value less any
existing contract debt.

LOAN VALUE

If the contract is not in default, the loan value at any time is equal to the
sum of (a) 90% of the portion of the cash value attributable to the variable
investment options, and (b) the balance of the cash value.

If the contract is in default, it has no loan value.

CONTRACT DEBT

Contract debt at any time means the loan on the contract at that time, plus the
interest we have charged that is not yet due and that we have not yet added to
the loan.

LOAN REQUIREMENTS

For us to approve a loan, the following requirements must be met: you must
assign this contract to us as sole security for the loan; the Insured must be
living; and the resulting contract debt must not be more than the loan value.

If there is already contract debt when you borrow from us, we will add the new
amount you borrow to that debt.

INTEREST CHARGE

We will charge interest daily on any loan. Interest is due on each contract
anniversary, or when the loan is paid back, whichever comes first. If interest
is not paid when due, it becomes part of the loan. Then we start to charge
interest on it, too. Except as stated below, we charge interest at an effective
annual rate of 5%.

PREFERRED LOAN

Unless you ask us otherwise, on or after the 10th contract anniversary, a
portion of the amount you may borrow will be considered a Preferred Loan up to
an amount equal to the maximum preferred loan amount described below. Preferred
Loans are charged interest at an effective annual rate of 4 1/2%.

MAXIMUM PREFERRED LOAN AMOUNT

The maximum preferred loan amount available starting on the 10th contract
anniversary is (A) minus (B), where (A) is the total amount you may borrow, and
(B) is the total premiums paid less total withdrawals, if any. If (B) is less
than zero, we will consider it to be zero.

EFFECT ON CONTRACT FUND

When you take a loan, the amount of the loan continues to be a part of the
contract fund and is credited with interest at an effective rate of 4% a year.

We will reduce the portion of the contract fund allocated to the investment
options by the amount you borrow, and by loan interest that becomes part of the
loan if it is not paid when due.

We will take any loan proportionately from all investment options that apply to
the contract unless you ask us otherwise and we agree.

On each monthly date, if there is a contract loan outstanding, we will increase
the portion of the contract fund in the investment options by interest credits
accrued on the loan since the last monthly date. When you repay all or part of a
loan, we will increase the portion of the contract fund in the investment
options and decrease the portion on which we credit the guaranteed interest rate
of 4% a year by the amount of loan you repay using your investment allocation
for future premium payments on file as of the loan payment date, plus interest
credits accrued on the loan since the last transaction date. We will not
increase the portion of the contract fund allocated to the investment options by
loan interest that is paid before we make it part of the loan. We reserve the
right to change the manner in which we allocate loan repayments. If we make such
a change, we will do so for all contracts like this one. We will send you notice
of any change.

For the possible effect of excess contract debt and/or failure to repay loans,
see Default on page 11.

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DEFERRAL

We will usually pay any loan within seven days after we receive your request and
the contract at our Home Office. But we have the right to postpone paying you
the part of the net cash value that is to come from any variable investment
option (provided by a separate account registered under Investment Company Act
of 1940) if: (1) the New york Stock Exchange is closed; or (2) the SEC requires
that trading be restricted or declares an emergency. We have the right to
postpone paying you the remainder for up to six months. If we do so for more
than ten days, we will pay interest at the rate that then applies to Option 3
(Interest Payment) of the Settlement Options provision.

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

GENERAL PROVISIONS

ANNUAL REPORT

Once each contract year we will send you a report. It will show: the current
death benefit; the amount of the contract fund in each investment option; the
cash surrender value; any contract debt and the interest rate we are charging;
premiums paid, investment results, charges deducted, and withdrawals taken since
the last report. The report may also show any other data that may be required
where this contract is delivered.

PAYMENT OF DEATH CLAIM

If we settle this contract in one sum as a death claim we will usually pay the
proceeds within seven days after we receive at our Home Office proof of the
Insured's death and any other information we need to pay the claim. But we have
the right to postpone paying the part of the proceeds that is to come from a
variable investment option provided by a separate account registered under the
Investment Company Act of 1940 if: (1) the New York Stock Exchange is closed; or
(2) the SEC requires that trading be restricted or declares an emergency. We
have the right to postpone paying the remainder for up to six months.

CURRENCY

Any money we pay, or that is paid to us, must be in United States currency. Any
amount we owe will be payable at our Corporate Office.

MISSTATEMENT OF AGE OR SEX

If the Insured's stated age or sex or both are not correct, we will change each
benefit and any amount to be paid to what the most recent deductions from the
contract fund would have provided at the Insured's correct age and sex.

ASSIGNMENT

We will not be deemed to know of an assignment unless we receive it, or a copy
of it, at our Home Office. We are not obliged to see that an assignment is valid
or sufficient. This contract may not be assigned to any employee benefit plan or
program without our consent. This contract may not be assigned if such
assignment would violate any federal, state, or local law or regulation
prohibiting sex distinct rates for insurance.

CHANGE IN PLAN

You may be able to have this contract changed to another plan of life insurance.
Any change may be made only if we consent, and will be subject to conditions and
charges that are then determined.

FACTORS SUBJECT TO CHANGE

Charges deducted from premium payments and the contract fund may change from
time to time, subject to the maximums shown in the contract data pages. In
deciding whether to change any of these charges, we will periodically consider
factors such as mortality, persistency, expenses, taxes and interest and/or
investment experience to see if a change in our assumptions is needed.
Administrative charges attributable to premiums will be set at one rate for all
contracts like this one. Changes in other factors will be by class. All changes
will be determined only prospectively; that is, we will not recoup prior losses
or distribute prior gains by means of these changes. The procedure for computing
rates is on file with the Department of Insurance.

APPLICABLE TAX LAW

This contract has been designed to satisfy the definition of life insurance for
Federal income tax purposes under Section 7702 of the Internal Revenue Code of
1986, as amended. We reserve the right, however, to decline any change we
determine would cause this contract to fail to qualify as life insurance under
the applicable tax law. This includes changing the basic insurance amount,
withdrawals, and changing the type of death benefit. We also have the right to
change this contract, to require additional premium payments, or to make
distributions from this contract to the extent necessary to continue to qualify
this contract as life insurance.

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BASIS OF COMPUTATION

MORTALITY BASIS AND INTEREST RATE

(A)  We compute maximum monthly insurance rates using:

1.   the Commissioners 1980 Standard Ordinary Mortality Table;

2.   the issue age, sex, smoker and non-smoker status, and rating class of the
  Insured and the length of time since the contract date;

3.   age last birthday; and

4.   an effective interest rate of 4% a year.

(B)  We compute all net single premiums and values for fixed reduced paid-up
  insurance using:

1.   the Commissioners 1980 Standard Ordinary Mortality Table;

2.   the Insured's issue age, sex, smoker and non-smoker status and the length
  of time since the contract date;

3.   continuous functions based on age last birthday; and

4.   an effective interest rate of 4% a year.

MINIMUM LEGAL VALUES

The cash surrender values provided by this contract are at least as large as
those set by law where it is delivered. Where required, we have given the
insurance regulator a detailed statement of how we compute values and benefits.

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SETTLEMENT OPTIONS

OPTIONS DESCRIBED

You may choose to have the proceeds (that is, any death benefit or any amount
payable upon surrender of the contract) paid in a single sum or under one of the
optional modes of settlement described below.

If the person who is to receive the proceeds of this contract wishes to take
advantage of one of these optional modes, we will furnish, on request, details
of the options we describe below or any others we may have available at the time
the proceeds become payable.

OPTION 1 (INSTALMENTS FOR A FIXED PERIOD)

We will make equal payments for up to 25 years. The Option 1 Table shows the
minimum amounts we will pay.

OPTION 2 (LIFE INCOME)

We will make equal monthly payments for as long as the person on whose life the
settlement is based lives, with payments certain for 120 months or until the sum
of the payments equals the amount put under this option. The Option 2 Table
shows the minimum amounts we will pay. But, we must have proof of the date of
birth of the person on whose life the settlement is based. The settlement will
share in our surplus to the extent and in the way we decide.

OPTION 3 (INTEREST PAYMENT)

We will hold an amount at interest. We will pay the interest annually,
semi-annually, quarterly, or monthly.

OPTION 4 (INSTALMENTS OF A FIXED AMOUNT)

We will make equal annual, semi-annual, quarterly, or monthly payments for as
long as the available proceeds provide.

OPTION 5 (NON-PARTICIPATING INCOME)

We will make payments like those of any annuity we then regularly issue that:
(1) is based on United States currency; (2) is bought by a single sum; (3) does
not provide for dividends; and (4) does not normally provide for deferral of the
first payment. Each payment will be at least equal to what we would pay under
that kind of annuity with its first payment due on its contract date. If a life
income is chosen, we must have proof of the date of birth of any person on whose
life the option is based. Option 5 cannot be chosen more than 30 days before the
due date of the first payment.

INTEREST RATE

Payments under Options 1 and 4 will be calculated assuming an effective interest
rate of at least 3 % a year. Under Option 3 it will be at an effective rate of
at least 3% a year.

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                                     II-50

 
                           SETTLEMENT OPTIONS TABLES

               OPTION 1 TABLE
- --------------------------------------------
MINIMUM AMOUNT OF MONTHLY PAYMENT FOR
EACH $1,000. THE FIRST PAYABLE IMMEDIATELY.
- --------------------------------------------
      Number                  Monthly
     of Years                 Payment
- --------------------------------------------

        1                      $84.65
        2                       43.05
        3                       29.19
        4                       22.27
        5                       18.12

        6                       15.35
        7                       13.38
        8                       11.90
        9                       10.75
        10                       9.83

        11                       9.09
        12                       8.46
        13                       7.94
        14                       7.49
        15                       7.10

        16                       6.76
        17                       6.47
        18                       6.20
        19                       5.97
        20                       5.75

        21                       5.56
        22                       5.39
        23                       5.24
        24                       5.09
        25                       4.96

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

Multiply the monthly amount by 2.989 for
quarterly, 5.982 for semi-annual or 11.804
for annual.
- --------------------------------------------



 
 

                                OPTION 2 TABLE
- --------------------------------------------------------------------------------
MINIMUM AMOUNT OF MONTHLY PAYMENT FOR EACH $1,000. THE FIRST PAYABLE IMMEDIATELY
- --------------------------------------------------------------------------------
                KIND OF LIFE INCOME                      KIND OF LIFE INCOME
                -------------------                      ------------------- 
  AGE         10-Year      Instalment       AGE        10-Year       Instalment
 LAST         Certain       Refund          LAST       Certain        Refund
BIRTHDAY    Male  Female   Male  Female    BIRTHDAY  Male  Female   Male  Female
- --------------------------------------------------------------------------------
                                               
   10      $3.18  $3.11   $3.17  $3.10        45     $4.06 $3.82   $3.99  $3.78
and under
   11       3.19   3.12    3.18   3.11        46      4.12  3.86    4.03   3.81 
   12       3.20   3.13    3.19   3.12        47      4.17  3.90    4.08   3.85
   13       3.21   3.14    3.20   3.13        48      4.23  3.94    4.13   3.90
   14       3.22   3.15    3.21   3.14        49      4.28  3.99    4.18   3.94

   15       3.24   3.16    3.23   3.15        50      4.35  4.04    4.24   3.98
   16       3.25   3.17    3.24   3.16        51      4.41  4.09    4.29   4.03
   17       3.27   3.19    3.25   3.18        52      4.48  4.15    4.35   4.08
   18       3.28   3.20    3.27   3.19        53      4.55  4.21    4.41   4.13
   19       3.30   3.21    3.28   3.20        54      4.62  4.27    4.48   4.19
   
   20       3.31   3.22    3.30   3.21        55      4.70  4.33    4.55   4.24
   21       3.33   3.24    3.32   3.23        56      4.78  4.40    4.62   4.30
   22       3.35   3.25    3.33   3.24        57      4.86  4.47    4.69   4.37
   23       3.36   3.26    3.35   3.25        58      4.95  4.54    4.77   4.43
   24       3.38   3.28    3.37   3.27        59      5.05  4.62    4.86   4.50

   25       3.40   3.30    3.39   3.29        60      5.15  4.71    4.94   4.58
   26       3.42   3.31    3.41   3.30        61      5.25  4.79    5.03   4.66
   27       3.45   3.33    3.43   3.32        62      5.36  4.89    5.13   4.74
   28       3.47   3.35    3.45   3.34        63      5.48  4.98    5.23   4.82
   29       3.49   3.37    3.47   3.35        64      5.60  5.09    5.34   4.92

   30       3.52   3.39    3.49   3.37        65      5.73  5.20    5.45   5.01
   31       3.54   3.41    3.52   3.39        66      5.87  5.31    5.57   5.11
   32       3.57   3.43    3.54   3.41        67      6.01  5.43    5.70   5.22
   33       3.60   3.45    3.57   3.44        68      6.15  5.56    5.83   5.34
   34       3.63   3.47    3.60   3.46        69      6.30  5.70    5.97   5.46




   35       3.66   3.50    3.63   3.48        70      6.46  5.84    6.11   5.58
   36       3.69   3.52    3.66   3.50        71      6.62  5.99    6.27   5.72
   37       3.72   3.55    3.69   3.53        72      6.79  6.15    6.43   5.86
   38       3.76   3.58    3.72   3.56        73      6.96  6.31    6.60   6.01
   39       3.80   3.61    3.75   3.58        74      7.13  6.49    6.78   6.18
  
   40       3.84   3.64    3.79   3.61        75      7.30  6.67    6.97   6.35
   41       3.88   3.67    3.82   3.64        76      7.48  6.85    7.17   6.53
   42       3.92   3.70    3.86   3.67        77      7.66  7.04    7.38   6.72
   43       3.97   3.74    3.90   3.71        78      7.83  7.24    7.60   6.93
   44       4.01   3.78    3.94   3.74        79      8.00  7.44    7.83   7.15
 
                                              80      8.17  7.64    8.07   7.38
                                           and over
- --------------------------------------------------------------------------------
 

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                                     II-51


 
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(VUL-97)                          II-52

 
Flexible Premium Variable Life Insurance Policy. Insurance payable only upon
death. Cash values reflect premium payments, investment results, and charges.

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VUL-97 NY                           II-53