Exhibit 4(iii) NEW ENGLAND LIFE INSURANCE COMPANY 501 Boylston Street Boston, Massachusetts 02117 New England Life Insurance Company (referred to as "we, us and our") will make Annuity Payments as described in this Contract beginning on the Annuity...

Exhibit 4(iii)

NEW ENGLAND LIFE INSURANCE COMPANY

000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000

New England Life Insurance Company (referred to as "we, us and our") will make
Annuity Payments as described in this Contract beginning on the Annuity Date.

FREE LOOK PROVISION - RIGHT TO CANCEL

This Contract may be returned for any reason within [10] days after you receive
it by mailing or delivering the Contract to either us or the agent who sold it.
Return of this Contract by mail is effective on being postmarked, properly
addressed and postage prepaid. We will promptly refund your Contract Value as of
the Business Day we receive your Contract. Your Contract Value may be more or
less than your Purchase Payment.

Signed for the Company.

/s/ Xxxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
Secretary President

INDIVIDUAL FLEXIBLE PURCHASE PAYMENT

DEFERRED VARIABLE ANNUITY CONTRACT

NONPARTICIPATING

READ YOUR CONTRACT CAREFULLY.

ANNUITY PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHEN BASED ON THE
INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT
GUARANTEED AS TO DOLLAR AMOUNT.

TABLE OF CONTENTS
PAGE
DEFINITIONS 1
GENERAL PROVISIONS 3
ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS 4
BENEFICIARY PROVISIONS 4
PURCHASE PAYMENT PROVISIONS 5
CONTRACT VALUE PROVISIONS 5
SEPARATE ACCOUNT PROVISIONS 5
TRANSFER PROVISIONS 7
DEATH BENEFIT PROVISIONS 8
WITHDRAWAL PROVISIONS 10
ANNUITY PROVISIONS 11
SUSPENSION OR DEFERRAL OF PAYMENTS OR TRANSFERS 14

CONTRACT SCHEDULE

OWNER: Xxxx Xxx SEX: M AGE AT ISSUE: 50

JOINT OWNER: Xxxx Xxx SEX: F AGE AT ISSUE: 50

ANNUITANT: Xxxx Xxx SEX: M AGE AT ISSUE: 50

CONTRACT NUMBER: 12345678 ISSUE DATE: February 15, 2001

PLAN TYPE: Non-Qualified MATURITY DATE: May 1, 2040

MAXIMUM DISABILITY WAIVER ATTAINED AGE: 65

MAXIMUM TERMINAL ILLNESS RIDER ISSUE AGE: 80

MAXIMUM NURSING HOME OR HOME HOSPITAL CONFINMENT RIDER ISSUE AGE: 80

PURCHASE PAYMENTS: No payment can be made within 7 years of the Maturity Date.
For joint owner contracts, no payment can be made after the
older contract owner reaches age 86. We reserve the right to
reject any Purchase Payment.

Minimum Subsequent
Purchase Payment: $500.00

Maximum Total
Purchase Payments: $1,000,000.00, without our prior approval.

MINIMUM CONTRACT
VALUE: $2,000

BENEFICIARY: As designated by you as of the Issue Date unless changed in
accordance with the Contract provisions.

PRODUCT CHARGES:
Separate Account: We assess certain daily charges equal to 1/365 of the
percentages set out below of the average daily net asset
value of each Subaccount of the Separate Account:

Asset-Based Insurance Charge:
All Subaccounts: 1.35%

We reserve the right to impose an increased Asset-Based
Insurance Charge on Subaccounts that we may add to the
Contract at any future date. The increase will not be
greater than 0.25% basis points more than the Asset-
Based Insurance Charge shown above for "All
Subaccounts."

Earnings Preservation Benefit
Rider Charge: 0.25%

Contract Level: We assess a Guaranteed Minimum Income Benefit Rider
Charge of 0.35% of the Income Base.

CONTRACT
ADMINISTRATIVE FEE: The Contract Administrative Fee is $30.00 each Contract
Year. During the Accumulation Period, on the Contract
Anniversary the full Contract Administrative Fee is deducted
from each applicable Subaccount in the ratio that the
Contract Value in the Subaccount bears to the total Contract
Value in the Separate Account. On the Annuity Calculation
Date, a pro-rata portion of the Contract Administrative Fee
for the applicable portion of the Contract Year will be
deducted from the Contract Value as described above.
However, if your Contract Value on the last day of the
Contract Year or on the Annuity Calculation Date is at least
$50,000.00, then no Contract Administrative Fee is deducted.
If during the Accumulation Period, a total withdrawal is
made, the full Contract Administrative Fee will be deducted
at the time of the total withdrawal regardless of

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your Contract Value. We reserve the right to deduct the
Contract Administrative Fee during the Annuity Period.

SEPARATE ACCOUNT: New England Variable Annuity Separate Account

TRANSFER REQUIREMENTS:
Number Permitted: We reserve the right to limit the number of transfers per
Contract Year up to a maximum of 12 (excluding transfers resulting from our
Pre-Scheduled Transfer Programs).

Subject to the issuance of a Fixed Account Rider, during the Accumulation Period
you may make transfers into the Fixed Account from the Subaccounts, subject to
the maximum number of transfers per Contract Year as stated above. There may be
further limitations on transfers from the Fixed Account to the Subaccounts and
transfers from the Subaccounts to the Fixed Account as set forth in the Fixed
Account Rider.

During the Annuity Period, you can only make transfers among the Subaccounts.

Transfer Fee: In the event that 12 transfers are made in a Contract Year,
(excluding those related to our Pre-scheduled Transfer programs) we reserve the
right to deduct a Transfer Fee of up to $25 for each additional transfer in such
Contract Year. The Transfer Fee will be deducted from the Subaccount or Fixed
Account from which the transfer is made. However, if the entire interest in an
account is being transferred, the Transfer Fee will be deducted from the amount
which is transferred.

Minimum and Maximum Amount to be Transferred: The minimum amount that may be
transferred from a Subaccount is $500.00, or your entire interest in the
Subaccount, if less (excluding transfers resulting from our Pre-scheduled
Transfer programs).

WITHDRAWALS: A Withdrawal Charge is assessed against Purchase Payments withdrawn
or applied under certain Annuity Options. The Withdrawal Charge is calculated at
the time of each withdrawal or at the Annuity Calculation Date for certain
Annuity Options to determine the Adjusted Contract Value. Each Purchase Payment
is tracked from the date of its receipt. Amounts will be withdrawn from your
Contract/applied to an Annuity Option in the following order:

1. Earnings in the Contract (Earnings are equal to your Contract Value
less Purchase Payments not previously withdrawn); and then
2. The Free Withdrawal Amount described below, if any; then
3. Purchase Payments not previously withdrawn, in the order such Purchase
Payments were made: the oldest Purchase Payment first, the next
Purchase Payment second, etc. until all Purchase Payments have been
withdrawn (First-in-First-out (FIFO) basis).

Withdrawal Charges are determined in accordance with the following
schedule:

WITHDRAWAL CHARGES

Number of Complete Years
from Receipt of Purchase Payment % Charge
-------------------------------- --------
0 7
1 6
2 6
3 5
4 4
5 3
6 2
7 and thereafter 0

No charge will be deducted in the event of:
1. Maturity of the Contract; or
2. Payment of the Death Proceeds; or
3. Selection of an Annuity Option, if applied: for a period of at least 15
years to the Income for Specified Number of Years Option or to the Annuity
Payment to Age 100 Option; or to the Life Income Option; or to the Life
Income for Two Lives Option. If the Withdrawal Charge was waived when
applied to the Annuity Option, the commuted value will be reduced by a
portion of the Withdrawal Charge that was waived. The amount deducted from
the commuted value will equal: (a) the Withdrawal Charge that was waived;
MULTIPLIED BY (b) the number of whole months remaining from the date of the
commutation until the date when the

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Withdrawal Charge would be zero; DIVIDED BY the number of whole months that
were remaining when the withdrawal proceeds were applied to the Annuity
Option until the date when the Withdrawal Charge would be zero.

4. Any waiver included subject to the issuance of a Rider.

FREE WITHDRAWAL AMOUNT: Each Contract Year after the first, you can make a
withdrawal of a portion of your Contract Value free from any Withdrawal Charge.
The Free Withdrawal Amount each Contract Year is equal to 10% of total Purchase
Payments, less the total Free Withdrawal Amount previously withdrawn in the same
Contract Year. This amount is non-cumulative.

A Withdrawal Charge will not be assessed against earnings withdrawn from your
Contract. The earnings are equal to the Contract Value minus the remaining
Purchase Payments in your Contract.

A Withdrawal Charge will not be assessed against any withdrawal that is part of
a monthly systematic withdrawal program in which the monthly withdrawal amount
does not exceed 1/12 of 10% of total Purchase Payments.

Minimum Partial Withdrawal: $500.00, or your entire interest in the Fixed
Account or Subaccount.

Minimum Withdrawal Value Which must Remain in the Contract after a Partial
Withdrawal: $2,000.00

ANNUITY OPTION INFORMATION:
--------------------------
1. The Maturity Date must be the first day of a calendar month. Unless otherwise
designated by you, the Maturity Date will be the later of the first day of the
calendar month following the Annuitant's 95th birthday or ten years from the
Issue Date.

2. The Annuity Date must not be less than 30 days from the Issue Date.

3. For Variable Annuity Payments, the Variable Annuity Tables are based on the
Annuity 2000 Mortality Table with 7-year age setback and an Assumed Investment
Return (AIR) of 3.50%.

4. For Fixed Annuity Payments, the Fixed Annuity Tables are based on the Annuity
2000 Mortality Table with 7-year age setback with interest at the Minimum
Guaranteed Interest Rate for the Fixed Account.

FIXED ACCOUNT:

Initial Interest Rate: Initial Guarantee Period Expires:
4.60% 02/15/02

Minimum Guaranteed Interest Rate: 3.00% annually

ADMINISTRATIVE OFFICE:

New England Life Insurance Company
[P.O. Box XYZ]
Boston, MA 02116
(000) 000-0000

ENDORSEMENTS AND RIDERS ATTACHED TO THIS CONTRACT:
Fixed Account Rider for Variable Annuity
Enhanced Dollar Cost Averaging Rider
Three Month Market Entry Rider
Death Benefit Rider (Annual Step-up)
Guaranteed Minimum Income Benefit Rider
Additional Death Benefit Rider
Waiver of Withdrawal Charge for Nursing Home or Hospital Confinement Rider
Waiver of Withdrawal Charge for Terminal Illness Rider
Waiver of Withdrawal Charge for Disability Rider

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CONTRACT SCHEDULE

OWNER: Xxxx Xxx SEX: M AGE AT ISSUE: 50

JOINT OWNER: Xxxx Xxx SEX: F AGE AT ISSUE: 50

ANNUITANT: Xxxx Xxx SEX: M AGE AT ISSUE: 50

CONTRACT NUMBER: 12345678 ISSUE DATE: February 15, 2001

PLAN TYPE: Non-Qualified MATURITY DATE: May 1, 2040

MAXIMUM DISABILITY WAIVER ATTAINED AGE: 65

MAXIMUM TERMINAL ILLNESS RIDER ISSUE AGE: 80

MAXIMUM NURSING HOME OR HOME HOSPITAL CONFINMENT RIDER ISSUE AGE: 80

PURCHASE PAYMENTS: No payment can be made within 9 years of the Maturity Date.
For joint owner contracts, no payment can be made after the
older contract owner reaches age 86. We reserve the right to
reject any Purchase Payment.

Minimum Subsequent
Purchase Payment: $500.00

Maximum Total
Purchase Payments: $1,000,000.00, without our prior approval.

Purchase Payment
Credits: 4% of each Purchase Payment for cumulative Purchase Payments
received during the first Contract Year.

MINIMUM CONTRACT
VALUE: $2,000

BENEFICIARY: As designated by you as of the Issue Date unless changed in
accordance with the Contract provisions.

PRODUCT CHARGES:
Separate Account: We assess certain daily charges equal to 1/365 of the
percentages set out below of the average daily net asset
value of each Subaccount of the Separate Account:

Asset-Based Insurance Charge:
All Subaccounts: 1.60%

We reserve the right to impose an increased
Asset-Based Insurance Charge on Subaccounts that we
may add to the Contract at any future date. The
increase will not be greater than 0.25% basis
points more than the Asset-Based Insurance Charge
shown above for "All Subaccounts."

Earnings Preservation Benefit Rider Charge: 0.25%

Contract Level: We assess a Guaranteed Minimum Income Benefit Rider Charge
of 0.35% of the Income Base.

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or on the Annuity Calculation Date is at least $50,000.00,
then no Contract Administrative Fee is deducted. If during
the Accumulation Period, a total withdrawal is made, the
full Contract Administrative Fee will be deducted at the
time of the total withdrawal regardless of your Contract
Value. We reserve the right to deduct the Contract
Administrative Fee during the Annuity Period.

SEPARATE ACCOUNT: New England Variable Annuity Separate Account

During the Annuity Period, you can only make transfers among the Subaccounts.

Withdrawal Charges are determined in accordance with the following
schedule:

WITHDRAWAL CHARGES

Number of Complete Years
from Receipt of Purchase Payment % Charge
-------------------------------- --------
0 9
1 8
2 8
3 7
4 6
5 5
6 4
7 2
8 2
9 and thereafter 0

No charge will be deducted in the event of:

1. Maturity of the Contract; or
2. Payment of the Death Proceeds; or

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3. Selection of an Annuity Option, if applied: for a period of at least 15
years to the Income for Specified Number of Years Option or to the Annuity
Payment to Age 100 Option; or to the Life Income Option; or to the Life
Income for Two Lives Option. If the Withdrawal Charge was waived when
applied to the Annuity Option, the commuted value will be reduced by a
portion of the Withdrawal Charge that was waived. The amount deducted from
the commuted value will equal: (a) the Withdrawal Charge that was waived;
MULTIPLIED BY (b) the number of whole months remaining from the date of the
commutation until the date when the Withdrawal Charge would be zero;
DIVIDED BY the number of whole months that were remaining when the
withdrawal proceeds were applied to the Annuity Option until the date when
the Withdrawal Charge would be zero.

4. Any waiver included subject to the issuance of a Rider.

A Withdrawal Charge will not be assessed against earnings withdrawn from your
Contract. The earnings are equal to the Contract Value minus the remaining
Purchase Payments in your Contract.

Minimum Partial Withdrawal: $500.00, or your entire interest in the Fixed
Account or Subaccount.

Minimum Withdrawal Value Which must Remain in the Contract after a Partial
Withdrawal: $2,000.00

2. The Annuity Date must not be less than 30 days from the Issue Date.

3. For Variable Annuity Payments, the Variable Annuity Tables are based on the
Annuity 2000 Mortality Table with 7-year age setback and an Assumed Investment
Return (AIR) of 3.50%.

FIXED ACCOUNT:

Initial Interest Rate: Initial Guarantee Period Expires:
4.60% 02/15/02

Minimum Guaranteed Interest Rate: 3.00% annually

ADMINISTRATIVE OFFICE:

New England Life Insurance Company
[P.O. Box XYZ]
Boston, MA 02116
(000) 000-0000

ENDORSEMENTS AND RIDERS ATTACHED TO THIS CONTRACT:
Fixed Account Rider for Variable Annuity
Death Benefit Rider (Guaranteed Return of Purchase Payment)
Guaranteed Minimum Income Benefit Rider
Additional Death Benefit Rider
Purchase Payment Credit Rider
Waiver of Withdrawal Charge for Nursing Home or Hospital Confinement Rider
Waiver of Withdrawal Charge for Terminal Illness Rider
Waiver of Withdrawal Charge for Disability Rider

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CONTRACT SCHEDULE

OWNER: Xxxx Xxx SEX: M AGE AT ISSUE: 50

JOINT OWNER: Xxxx Xxx SEX: F AGE AT ISSUE: 50

ANNUITANT: Xxxx Xxx SEX: M AGE AT ISSUE: 50

CONTRACT NUMBER: 12345678 ISSUE DATE: February 15, 2001

PLAN TYPE: Non-Qualified MATURITY DATE: May 1, 2040

MAXIMUM DISABILITY WAIVER ATTAINED AGE: 65

MAXIMUM TERMINAL ILLNESS RIDER ISSUE AGE: 80

MAXIMUM NURSING HOME OR HOME HOSPITAL CONFINMENT RIDER ISSUE AGE: 80

PURCHASE PAYMENTS:

Minimum Subsequent
Purchase Payment: $500.00

Maximum Total
Purchase Payments: $1,000,000.00, without our prior approval.

MINIMUM CONTRACT VALUE: $2,000

BENEFICIARY: As designated by you as of the Issue Date unless
changed in accordance with the Contract provisions.

PRODUCT CHARGES:
Separate Account: We assess certain daily charges equal to 1/365 of
the percentages set out below of the average daily
net asset value of each Subaccount of the Separate
Account:

Asset-Based Insurance Charge:
All Subaccounts: 1.85%
We reserve the right to impose an increased
Asset-Based Insurance Charge on Subaccounts
that we may add to the Contract at any future
date. The increase will not be greater than
0.25% basis points more than the Asset-Based
Insurance Charge shown above for "All
Subaccounts."
Earnings Preservation Benefit Rider Charge: 0.25%

Contract Level: We assess a Guaranteed Minimum Income Benefit Rider
Charge of 0.35% of the Income Base.

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SEPARATE ACCOUNT: New England Variable Annuity Separate Account

During the Annuity Period, you can only make transfers among the Subaccounts.

Minimum Partial Withdrawal: $500.00, or your entire interest in the Fixed
Account or Subaccount.

Minimum Withdrawal Value Which must Remain in the Contract after a Partial
Withdrawal: $2,000.00

2. The Annuity Date must not be less than 30 days from the Issue Date.

3. For Variable Annuity Payments, the Variable Annuity Tables are based on the
Annuity 2000 Mortality Table with 7-year age setback and an Assumed Investment
Return (AIR) of 3.50%.

FIXED ACCOUNT:

Initial Interest Rate: Initial Guarantee Period Expires:
4.60% 02/15/02

Minimum Guaranteed Interest Rate: 3.00% annually

ADMINISTRATIVE OFFICE:

New England Life Insurance Company
[P.O. Box XYZ]
Boston, MA 02116
(000) 000-0000

ENDORSEMENTS AND RIDERS ATTACHED TO THIS CONTRACT:
Fixed Account Rider for Variable Annuity
Death Benefit Rider (Greater of Annual Step-up or 5% Annual Increase)
Guaranteed Minimum Income Benefit Rider
Additional Death Benefit Rider
Waiver of Withdrawal Charge for Nursing Home or Hospital Confinement Rider
Waiver of Withdrawal Charge for Terminal Illness Rider
Waiver of Withdrawal Charge for Disability Rider

V-05/01

CONTRACT SCHEDULE

OWNER: Xxxx Xxx SEX: M AGE AT ISSUE: 50

JOINT OWNER: Xxxx Xxx SEX: F AGE AT ISSUE: 50

ANNUITANT: Xxxx Xxx SEX: M AGE AT ISSUE: 50

CONTRACT NUMBER: 12345678 ISSUE DATE: February 15, 2001

PLAN TYPE: Non-Qualified MATURITY DATE: May 1, 2040

MAXIMUM DISABILITY WAIVER ATTAINED AGE: 65

MAXIMUM TERMINAL ILLNESS RIDER ISSUE AGE: 80

MAXIMUM NURSING HOME OR HOME HOSPITAL CONFINMENT RIDER ISSUE AGE: 80

PURCHASE PAYMENTS: No payment can be made within 3 years of the Maturity
Date. For joint owner contracts, no payment can be made
after the older contract owner reaches age 86. We
reserve the right to reject any Purchase Payment.

Minimum Subsequent
Purchase Payment: $500.00

Maximum Total
Purchase Payments: $1,000,000.00, without our prior approval.

MINIMUM CONTRACT VALUE: $2,000

BENEFICIARY: As designated by you as of the Issue Date unless changed
in accordance with the Contract provisions.

PRODUCT CHARGES:
Separate Account: We assess certain daily charges equal to 1/365 of the
percentages set out below of the average daily net
asset value of each Subaccount of the Separate
Account:

Asset-Based Insurance Charge:
All Subaccounts: 1.50%
We reserve the right to impose an increased Asset-
Based Insurance Charge on Subaccounts that we may
add to the Contract at any future date. The
increase will not be greater than 0.25% basis
points more than the Asset-Based Insurance Charge
shown above for "All Subaccounts."
Earnings Preservation Benefit Rider Charge: 0.25%

Contract Level: We assess a Guaranteed Minimum Income Benefit Rider
Charge of 0.35% of the Income Base.

CONTRACT
ADMINISTRATIVE FEE: The Contract Administrative Fee is $30.00 each Contract
Year. During the Accumulation Period, on the Contract
Anniversary the full Contract Administrative Fee is
deducted from each applicable Subaccount in the ratio
that the Contract Value in the Subaccount bears to the
total Contract Value in the Separate Account. On the
Annuity Calculation Date, a pro-rata portion of the
Contract Administrative Fee for the applicable portion
of the Contract Year will be deducted from the Contract
Value as described above. However, if your Contract
Value on the last day of the Contract Year or on the
Annuity Calculation Date is at least $50,000.00, then no
Contract Administrative Fee is deducted. If during the
Accumulation Period, a total withdrawal is made, the
full Contract Administrative Fee will be deducted at the
time of the total withdrawal regardless of

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your Contract Value. We reserve the right to deduct the
Contract Administrative Fee during the Annuity Period.

SEPARATE ACCOUNT: New England Variable Annuity Separate Account

During the Annuity Period, you can only make transfers among the Subaccounts.

Withdrawal Charges are determined in accordance with the following
schedule:

WITHDRAWAL CHARGES

Number of Complete Years
from Receipt of Purchase Payment % Charge
-------------------------------- --------
0 7
1 6
2 5
3 and thereafter 0

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A Withdrawal Charge will not be assessed against earnings withdrawn from your
Contract. The earnings are equal to the Contract Value minus the remaining
Purchase Payments in your Contract.

Minimum Partial Withdrawal: $500.00, or your entire interest in the Fixed
Account or Subaccount.

Minimum Withdrawal Value Which must Remain in the Contract after a Partial
Withdrawal: $2,000.00

2. The Annuity Date must not be less than 30 days from the Issue Date.

3. For Variable Annuity Payments, the Variable Annuity Tables are based on the
Annuity 2000 Mortality Table with 7-year age setback and an Assumed Investment
Return (AIR) of 3.50%.

FIXED ACCOUNT:

Initial Interest Rate: Initial Guarantee Period Expires:
4.60% 02/15/02

Minimum Guaranteed Interest Rate: 3.00% annually

ADMINISTRATIVE OFFICE:

New England Life Insurance Company
[P.O. Box XYZ]
Boston, MA 02116
(000) 000-0000

ENDORSEMENTS AND RIDERS ATTACHED TO THIS CONTRACT:
Fixed Account Rider for Variable Annuity
Enhanced Dollar Cost Averaging Rider
Three Month Market Entry Rider
Death Benefit Rider (Guaranteed Return of Purchase Payment
Guaranteed Minimum Income Benefit Rider
Additional Death Benefit Rider
Waiver of Withdrawal Charge for Nursing Home or Hospital Confinement Rider
Waiver of Withdrawal Charge for Terminal Illness Rider
Waiver of Withdrawal Charge for Disability Rider

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CONTRACT SCHEDULE

OWNER: Xxxx Xxx SEX: M AGE AT ISSUE: 50

JOINT OWNER: Xxxx Xxx SEX: F AGE AT ISSUE: 50

ANNUITANT: Xxxx Xxx SEX: M AGE AT ISSUE: 50

CONTRACT NUMBER: 12345678 ISSUE DATE: February 15, 2001

PLAN TYPE: Non-Qualified MATURITY DATE: May 1, 2040

MAXIMUM DISABILITY WAIVER ATTAINED AGE: 65

MAXIMUM TERMINAL ILLNESS RIDER ISSUE AGE: 80

MAXIMUM NURSING HOME OR HOME HOSPITAL CONFINMENT RIDER ISSUE AGE: 80

PURCHASE PAYMENTS: No payment can be made within 9 years of the Maturity
Date. For joint owner contracts, no payment can be made
after the older contract owner reaches age 86. We
reserve the right to reject any Purchase Payment.

Minimum Subsequent
Purchase Payment: $500.00

Maximum Total
Purchase Payments: $1,000,000.00, without our prior approval.

MINIMUM CONTRACT VALUE: $2,000

BENEFICIARY: As designated by you as of the Issue Date unless
changed in accordance with the Contract provisions.

PRODUCT CHARGES:
Separate Account: We assess certain daily charges equal to 1/365 of
the percentages set out below of the average daily
net asset value of each Subaccount of the Separate
Account:

Asset-Based Insurance Charge:
All Subaccounts: 1.40%
We reserve the right to impose an increased Asset-
Based Insurance Charge on Subaccounts that we may
add to the Contract at any future date. The
increase will not be greater than 0.25% basis
points more than the Asset-Based Insurance Charge
shown above for "All Subaccounts."
Earnings Preservation Benefit Rider Charge: 0.25%

Contract Level: We assess a Guaranteed Minimum Income Benefit Rider
Charge of 0.35% of the Income Base.

CONTRACT
ADMINISTRATIVE FEE: The Contract Administrative Fee is $30.00 each Contract
Year. During the Accumulation Period, on the Contract
Anniversary the full Contract Administrative Fee is
deducted from each applicable Subaccount in the ratio
that the Contract Value in the Subaccount bears to the
total Contract Value in the Separate Account. On the
Annuity Calculation Date, a pro-rata portion of the
Contract Administrative Fee for the applicable portion
of the Contract Year will be deducted from the Contract
Value as described above. However, if your Contract
Value on the last day of the Contract Year or on the
Annuity Calculation Date is at least $50,000.00, then
no Contract Administrative Fee is deducted. If during
the Accumulation Period, a total withdrawal is made,
the full Contract Administrative Fee will be deducted
at the time of the total withdrawal regardless of

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your Contract Value. We reserve the right to deduct the
Contract Administrative Fee during the Annuity Period.

SEPARATE ACCOUNT: New England Variable Annuity Separate Account

During the Annuity Period, you can only make transfers among the Subaccounts.

1. Earnings in the Contract (Earnings are equal to your Contract Value less
Purchase Payments not previously withdrawn); and then
2. The Free Withdrawal Amount described below, if any; then
3. Purchase Payments not previously withdrawn, in the order such Purchase
Payments were made: the oldest Purchase Payment first, the next Purchase
Payment second, etc. until all Purchase Payments have been withdrawn
(First-in-First-out (FIFO) basis).

Withdrawal Charges are determined in accordance with the following
schedule:

WITHDRAWAL CHARGES

Number of Complete Years
from Receipt of Purchase Payment % Charge
-------------------------------- --------
0 8
1 8
2 8
3 7
4 6
5 5
6 4
7 3
8 2
9 and thereafter 0

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deducted from the commuted value will equal: (a) the Withdrawal Charge that
was waived; MULTIPLIED BY (b) the number of whole months remaining from the
date of the commutation until the date when the Withdrawal Charge would be
zero; DIVIDED BY the number of whole months that were remaining when the
withdrawal proceeds were applied to the Annuity Option until the date when
the Withdrawal Charge would be zero.
4. Any waiver included subject to the issuance of a Rider.

A Withdrawal Charge will not be assessed against earnings withdrawn from your
Contract. The earnings are equal to the Contract Value minus the remaining
Purchase Payments in your Contract.

Minimum Partial Withdrawal: $500.00, or your entire interest in the Fixed
Account or Subaccount.

Minimum Withdrawal Value Which must Remain in the Contract after a Partial
Withdrawal: $2,000.00

2. The Annuity Date must not be less than 30 days from the Issue Date.

3. For Variable Annuity Payments, the Variable Annuity Tables are based on the
Annuity 2000 Mortality Table with 7-year age setback and an Assumed Investment
Return (AIR) of 3.50%.

FIXED ACCOUNT:

Initial Interest Rate: Initial Guarantee Period Expires:
4.60% 02/15/02

Minimum Guaranteed Interest Rate: 3.00% annually

ADMINISTRATIVE OFFICE:

New England Life Insurance Company
[P.O. Box XYZ]
Boston, MA 02116
(000) 000-0000

ENDORSEMENTS AND RIDERS ATTACHED TO THIS CONTRACT:
Fixed Account Rider for Variable Annuity
Enhanced Dollar Cost Averaging Rider
Three Month Market Entry Rider
Death Benefit Rider (Greater of Annual Step-up or 5% Annual Increase)
Guaranteed Minimum Income Benefit Rider
Additional Death Benefit Rider
Waiver of Withdrawal Charge for Nursing Home or Hospital Confinement Rider
Waiver of Withdrawal Charge for Terminal Illness Rider
Waiver of Withdrawal Charge for Disability Rider

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DEFINITIONS

ACCUMULATION UNIT - A unit of measure used to calculate the portion of your
Contract Value in a Subaccount of the Separate Account during the Accumulation
Period.

ACCUMULATION PERIOD - A period prior to an Annuity Date during which you can
make Purchase Payments.

ADMINISTRATIVE OFFICE - The office indicated on the Contract Schedule to which
notices, requests and Purchase Payments must be sent, or as otherwise directed
by notice from us.

ANNUITANT - The natural person(s) on whose life Annuity Payments are based. Any
reference to Annuitant shall also include any Joint Annuitant under an Annuity
Option.

ANNUITY DATE - A date on which you choose to begin receiving Annuity Payments
(subject to any requirements described in the Annuity Option Information section
of the Contract Schedule). If you do not choose a date an Annuity Date will be
no later than the Maturity Date shown on the Contract Schedule.

ANNUITY PAYMENTS - The series of payments made to the Owner or other named payee
after an Annuity Date under an Annuity Option.

ANNUITY PERIOD - A period starting on an Annuity Date during which Annuity
Payments are payable.

ANNUITY UNIT - A unit of measure used to calculate Variable Annuity Payments
after an Annuity Date.

ATTAINED AGE - The age of any Owner, Beneficiary or Annuitant on his/her last
birthday.

BENEFICIARY - The person(s) you name to receive a death benefit payable under
this Contract upon the death of the Owner or a Joint Owner, or in certain
circumstances, an Annuitant.

BUSINESS DAY - Each day that the New York Stock Exchange is open for business.
The Separate Account will be valued each Business Day. A Business Day ends as of
the close of regular trading on the New York Stock Exchange.

COMPANY - New England Life Insurance Company.

CONTRACT ANNIVERSARY - An anniversary of the Issue Date of this Contract.

CONTRACT VALUE - The sum of your interests in the Subaccounts of the Separate
Account (and your interests in any other accounts that may be included by Xxxxx
and shown on the Contract Schedule) during an Accumulation Period.

CONTRACT YEAR - A one-year period starting on the Issue Date and on each
Contract Anniversary thereafter.

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FIXED ANNUITY PAYMENTS - A series of payments made by us during an Annuity
Period, which we guarantee as to dollar amount.

ISSUE DATE - The date this Contract was issued. The Issue Date is shown on the
Contract Schedule.

JOINT OWNER - If there is more than one Owner, each Owner shall be a Joint Owner
of the Contract.

NOTICE - Any form of communication providing information we need, either in a
signed writing or another manner that we approve in advance. All Notices to us
must be sent to our Administrative Office and received in good order. To be
effective for a Business Day, a Notice must be received in good order prior to
the end of that Business Day.

OWNER - The person(s) entitled to the ownership rights under this Contract. If
Joint Owners are named, all references to Owner shall mean Joint Owners.
(Referred to as "you or yours.")

PORTFOLIOS - The investment choices available to the Subaccounts of the Separate
Account.

PURCHASE PAYMENT - Any amount paid to us under this Contract as consideration
for the benefits it provides.

SEPARATE ACCOUNT - A segregated asset account of the Company designated on the
Contract Schedule.

SUBACCOUNT - Separate Account assets are divided into Subaccounts. Assets of
each Subaccount will be invested in shares of a Portfolio.

VARIABLE ANNUITY PAYMENTS - A series of payments made by us during an Annuity
Period which vary in amount with the investment experience of each applicable
Subaccount.

WITHDRAWAL VALUE - The Contract Value less any applicable withdrawal charge,
less any Premium and Other Taxes, and less any applicable charges and fees as
described in the Contract Schedule or any Rider.

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GENERAL PROVISIONS

THE CONTRACT - The entire contract consists of this Contract and any Riders or
Endorsements attached to this Contract. We may require this Contract to be
returned to us prior to the payment of any benefit. It is important to review
any Riders or Endorsements included with this Contract. In any case of conflict
with any provision of this Contract and the provisions of the Rider or
Endorsement the provisions of the Rider or Endorsement will control.

To preserve this Contract's status as an annuity and comply with Section 72 of
the Internal Revenue Code, as amended and applicable Treasury Regulations, we
may, if necessary amend this Contract. We will notify you of any amendments and,
when required by law, we will obtain your approval and the approval of the
appropriate regulatory authority.

NON-PARTICIPATING - This Contract will not share in any distribution by us of
Company dividends.

MISSTATEMENT OF AGE OR SEX - We may require proof of age or sex of the
Annuitant, Owner or Beneficiary before making any payments under this Contract
that are measured by the Annuitant's, Owner's or Beneficiary's life. If the age
or sex of the Annuitant, Owner or Beneficiary has been misstated, the amount
payable will be the amount that the Contract Value would have provided at the
correct age and sex.

Once Annuity Payments have begun, any underpayments will be made up in one sum
with the next Annuity Payment or in any other manner agreed to by us. Any
overpayments will first be deducted from future Annuity Payments.

PROTECTION OF PROCEEDS - The Contract and payments under it will be exempt from
the claims of creditors to the extent allowed by law.

REPORTS - At least once each year we will furnish you with a report showing the
Contract Value and any other information as may be required by law. Reports will
be sent to your last known address.

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

EVIDENCE OF SURVIVAL - We may require proof that any person(s) on whose life
Annuity Payments are based is alive. We reserve the right to discontinue Annuity
Payments until satisfactory proof is received.

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MODIFICATION OF CONTRACT - This Contract may be changed by us in order to
maintain compliance with applicable state and federal law. This Contract may be
changed or altered only in a writing signed by our President or a Vice President
and/or Secretary.

INACTIVE CONTRACT - We may terminate this Contract by paying you the Contract
Value, in one sum if prior to the Maturity Date, you make no Purchase Payments
for two consecutive Contract Years, the total amount of Purchase Payments made,
less any partial withdrawals, is less than $2,000, and the Contract Value on or
after the end of such two year period is less than $2,000.

ANNUITANT, OWNERSHIP, ASSIGNMENT PROVISIONS

OWNER - You, as the Owner, have all the interest and rights under this Contract.
The Owner is the person designated on the Contract Schedule, unless changed.

You may change the Owner at any time. A request for change must be by Notice and
will become effective as of the date the Notice is signed. A new designation of
Owner will not apply to any payment made or action taken by us prior to the time
the new designation was recorded at our Administrative Office. Any change of
Owner is subject to our underwriting rules in effect at the time of the request.

JOINT OWNER - A Contract may be owned by Joint Owners, limited to two natural
persons. Joint Owners have equal ownership rights and must both authorize any
exercise of those ownership rights unless otherwise allowed by us. Upon the
death of either Owner, the surviving Joint Owner will be deemed to be the
primary Beneficiary unless you inform us otherwise. Any other Beneficiary
designation will be treated as a contingent Beneficiary unless otherwise
indicated on the Contract Schedule or in a Notice to us.

ANNUITANT - The Annuitant is the person designated by you as of the Issue Date,
unless changed prior to an Annuity Date. Unless the Contract is owned by a
non-natural person, you may change the Annuitant at any time prior to an Annuity
Date. Any change of Annuitant is subject to our underwriting rules in effect at
the time of the request.

ASSIGNMENT - You may assign your rights under this Contract unless restricted by
applicable law. For example, in certain tax markets assignment of this Contract
is prohibited by the Internal Revenue Code. An absolute assignment of the
Contract by the Owner is a change of Owner and Beneficiary to the assignee. A
collateral assignment of the Contract by the Owner is not a change of Owner or
Beneficiary; but their rights will be subject to the terms of the assignment.
Assignments will be subject to all payments made and actions taken by us before
a signed copy of the assignment form is received by us at our Administrative
Office. We will not be responsible for determining whether or not an assignment
is valid.
BENEFICIARY PROVISIONS

BENEFICIARY - The Beneficiary is the person(s) named on the Contract Schedule or
the surviving Joint Owner, unless changed. Unless you provide otherwise, the
death benefit will be paid to or in equal shares as follows:

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1. to the primary Beneficiary(ies) who survive you (or who survive the
Annuitant if the Owner is a non-natural person); or if there are none,
then

2. to the contingent Beneficiary(ies) who survive you (or who survive
the Annuitant if the Owner is a non-natural person); or if there are
none, then

3. to your estate.

CHANGE OF BENEFICIARY - Subject to the rights of any irrevocable Beneficiary,
you may change the primary Beneficiary or contingent Beneficiary. A change may
be made by filing a Notice with us. The change will take effect as of the date
the Notice is signed, but we will not be liable for any payment made or action
taken before we have recorded the change.

PURCHASE PAYMENT PROVISIONS

PURCHASE PAYMENTS - The initial Purchase Payment will be applied as of the later
of the Issue Date or the date the payment is received by us at our
Administrative Office. We reserve the right to change the amount of the Minimum
Subsequent Purchase Payment described in the Contract Schedule and to refuse
Purchase Payments in excess of the amount of Maximum Total Purchase Payments
described in the Contract Schedule.

ALLOCATION OF PURCHASE PAYMENTS - You choose how Purchase Payments are allocated
subject to any allocation requirements imposed by the Company. We reserve the
right to impose restrictions on allocations. You may change your allocation for
new Purchase Payments by telling us. The change will be effective upon receipt
at our Administrative Office. If there are Joint Owners, unless we are
instructed to the contrary, allocation instructions will be accepted from either
one of the Joint Owners.

CONTRACT VALUE PROVISIONS

CONTRACT VALUE - Your Contract Value for any Business Day is the sum of your
interests in the Subaccounts of the Separate Account (and your interests in any
other account options that are included by Rider) as of such Business Day.

The portion of your Contract Value in a Subaccount is determined by multiplying
the number of Accumulation Units allocated to the Contract for that Subaccount
by its Accumulation Unit Value.

CHARGES AND FEES - We will deduct charges and fees from your Contract Value as
described on the Contract Schedule (or in any applicable Rider).

SEPARATE ACCOUNT PROVISIONS

THE SEPARATE ACCOUNT - The Separate Account is designated on the Contract
Schedule and consists of assets that are kept separate from our General Account
assets and all of our other segregated

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asset accounts. The assets of the Separate Account, equal to reserves and other
liabilities of your Contract and those of other owners who have an interest in
the Separate Account, will not be charged with liabilities arising out of any
other business we may do.

The Separate Account assets are divided into Subaccounts. The assets of each
Subaccount are invested in Portfolio(s).

INVESTMENTS OF THE SEPARATE ACCOUNT - Purchase Payments applied to the Separate
Account are allocated to the Subaccounts. We may, from time to time, add
additional Portfolios to the Separate Account. You may be permitted to transfer
all or a portion of your Contract Value to the Subaccounts that invest in the
additional Portfolio(s). However, the right to make any transfer will be limited
by any terms and conditions in effect at the time of transfer.

We can close, add or remove Portfolios as Subaccount investments as permitted by
law. When a change is made, we will send you a revised prospectus for the
Separate Account, which will describe all of the Portfolios then available under
the Contract and/or any notice required by law. When a Portfolio is removed, we
have the right to substitute a different Portfolio in which the Subaccount will
then invest the value of the removed Portfolio.

CHANGE IN OPERATION - We reserve the right, subject to obtaining any necessary
regulatory approvals, to eliminate Subaccounts; to make additional Subaccounts
available; to deregister the Separate Account under the Investment Company Act
of 1940 (the "1940 Act"); to make any changes required by the 1940 Act; to
operate the Separate Account as a managed investment company under the 1940 Act
or any other form permitted by law; to transfer all or a portion of the assets
of a Subaccount or Separate Account or another Subaccount or segregated asset
account pursuant to a combination or otherwise; and to create a new segregated
asset account.

ACCUMULATION UNIT - Accumulation Units shall be used to account for all amounts
put into or taken from a Subaccount of the Separate Account as a result of
Purchase Payments, withdrawals, transfers, or fees and charges. We will
determine the number of Accumulation Units of a Subaccount purchased or
canceled. This is done by dividing the amount put into (or the amount taken
from) the Subaccount, by the dollar value of one Accumulation Unit of the
Subaccount as of the end of the Business Day during which the transaction or the
Purchase Payment is received by us in good order at our Administrative Office.

ACCUMULATION UNIT VALUE - The initial Accumulation Unit Value for each
Subaccount was set by us. Subsequent Accumulation Unit values for each
Subaccount are determined by multiplying the Accumulation Unit Value for the
immediately preceding Business Day by the Net Investment Factor of the
Subaccount for the current Business Day.

The Accumulation Unit Value may increase or decrease from Business Day to
Business Day.

To the extent permitted by law, we may change when we calculate the Accumulation
Unit Value by giving you 30 days notice; or delay calculation of the
Accumulation Unit Value if an emergency exists, making valuation of assets in
the Separate Account not reasonably practicable, or the Securities and Exchange
Commission permits such deferral.

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NET INVESTMENT FACTOR - The Net Investment Factor for each Subaccount is
determined by dividing A by B and multiplying by (1-C) where:

A is (i) the net asset value per share of the Portfolio held by the
Subaccount at the end of the current Business Day; plus
(ii) any dividend or capital gains per share declared on behalf of
such Portfolio that has an ex-dividend date as of the current
Business Day.

B is the net asset value per share of the Portfolio held by the Subaccount
for the immediately preceding Business Day.

C is (i) the Separate Account Charges which are shown on the Contract
Schedule for each day since the last Business Day. The daily
charge is equal to the annual Separate Account Charges divided
by 365; plus
(ii) a charge factor, if any, for any taxes or any tax reserve we
have established as a result of the operation of this
Subaccount.

TRANSFER PROVISIONS

You may make certain transfers of your Contract Value as described below. You
may choose to make these transfers by telephone or other means acceptable to us.
If there are Joint Owners, unless we are instructed to the contrary, transfer
instructions will be accepted from either one of the Joint Owners. We will not
be liable for any transfers made in accordance with your instructions (or
instructions from your designee if we agree to accept instructions from such
designee). All transfers made on the same Business Day will be treated as one
transfer. A transfer will be made as of the end of a Business Day when we
receive all the required information necessary to process the request in good
order at our Administrative Office. All transfers will be subject to the
following:

1. we reserve the right to limit the maximum number of transfers per
Contract Year;

2. we reserve the right to charge a fee for transfers;

3. we reserve the right to limit the amounts of transfers;

4. your right to make transfers is subject to limitations or modification
by us if we determine, in our sole opinion that the exercise of the
right by one or more owners with interests in the Subaccount is, or
would be, to the disadvantage of other owners. Restrictions may be
applied in any manner reasonably designed to prevent any use of the
transfer right that is considered by us to be to the disadvantage of
other owners. A limitation or modification could be applied to
transfers to, or from, one or more of the Subaccounts and could
include, but is not limited to:

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

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

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c. limiting the dollar amount that may be transferred between the
Subaccounts by an Owner at any one time;

d. requiring that a written transfer request be provided to us
signed by an Owner;

5. to the extent permitted by applicable law, we reserve the right to
defer the transfer privilege at any time that we are unable to
purchase or redeem shares of any of the Portfolios under the Separate
Account. In addition, in accordance with applicable law, we reserve
the right to modify or terminate the transfer privilege at any time.

TRANSFERS DURING THE ACCUMULATION PERIOD - During the Accumulation Period, you
may ask us to transfer any portion of your Contract Value from one Subaccount to
another (or to any other account options included by Rider as allowed under that
Rider). Transfers do not change the allocation instructions for future Purchase
Payments or any pre-scheduled transfers. We reserve the right to waive any
transfer limitations or fees.

TRANSFERS DURING THE ANNUITY PERIOD - Transfers made during the Annuity Period
among Subaccounts will be made by converting the number of Annuity Units being
transferred to the number of Annuity Units of the Subaccount to which the
transfer is made, so that the next Variable Annuity Payment, if it were made on
the transfer date, would be the same as it would have been without the transfer.
Thereafter, Variable Annuity Payments will be computed based on the new number
of Annuity Units.

DEATH BENEFIT PROVISIONS

DEATH OF OWNER DURING THE ACCUMULATION PERIOD - During the Accumulation Period,
the death benefit will be paid to your Beneficiary(ies) upon your death, or the
first death of a Joint Owner. If the Contract is owned by a non-natural person,
the Annuitant will be deemed the Owner for purposes of determining the death
benefit. If there are Joint Owners, the age of the oldest will be used to
determine the death benefit where applicable.

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION PERIOD - The "Death Benefit Amount"
is the Contract Value determined as of the end of the Business Day on which we
have received Notice of both due proof of death and an acceptable election for
the payment method. If we have not received an acceptable election by the end of
the 90th day after we receive Notice of due proof of death, we will
automatically deem the Beneficiary to have elected on the 90th day: the Spousal
Continuation Option if the spouse qualifies, the Non-Spousal Beneficiary
Continuation Option if the Beneficiary qualifies, otherwise death benefit Option
1. If the death benefit is not paid immediately in a lump sum, any portion of
the Death Benefit Amount in the Separate Account remains in the Separate Account
until distribution begins. From the time the death benefit is determined until
complete distribution is made, any amount in the Separate Account will continue
to be subject to investment risk. This risk is borne by the Beneficiary(ies).

DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD - In the event an Owner
dies during the Accumulation Period, a Beneficiary must choose payment of the
death benefit under one

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of the options below (unless the Owner has previously chosen an option). The
death benefit options available under the Contract are:

Option 1 - lump sum payment of the death benefit; or
--------

Option 2 - the payment of the entire death benefit within five (5)
--------
years of the date of the death of the Owner or the first Joint Owner to
die; or

Option 3 - payment of the death benefit under an Annuity Option or
--------
other option acceptable to us over the lifetime of the Beneficiary or
over a period not extending beyond the life expectancy of the
Beneficiary with distribution beginning within one year of the date of
death of the Owner or the first Joint Owner to die.

Any portion of the death benefit not applied under Option 3 within one (1) year
of the date of the Owner's or Joint Owner's death must be distributed within
five (5) years of the date of death.

BENEFICIARY CONTINUATION OPTIONS DURING ACCUMULATION PERIOD - We offer two types
of Beneficiary Continuation Options during the Accumulation Period: the Spousal
Continuation and Non-Spousal Beneficiary Continuation Options described below.
We must receive Notice of the election of one of these Beneficiary Continuation
Options by the end of the 90th day after we receive Notice of due proof of
death. If the surviving spouse qualifies for Spousal Continuation and has not
chosen one of the death benefit options above by the end of the 90 day period,
the Spousal Continuation Option will be automatically applied on the 90th day.
If a Non-Spousal Beneficiary qualifies for Non-Spousal Beneficiary Continuation
and has not chosen one of the death benefit options above by the end of the 90
day period, the Non-Spousal Beneficiary Continuation Option will be
automatically applied on the 90th day.

SPOUSAL CONTINUATION DURING ACCUMULATION PERIOD - If the Owner dies
during the Accumulation Period and the Beneficiary is his or her
spouse, the Beneficiary may choose to continue the Contract in his or
her own name and exercise all the Owner's rights under the Contract.
The Death Benefit Amount under the continued contract payable upon the
continuing spouse's death will be computed as described above in the
Death Benefit Amount During the Accumulation Period section.

NON-SPOUSAL BENEFICIARY CONTINUATION DURING ACCUMULATION PERIOD - A
Beneficiary who is not a spouse can choose to continue the Contract
until the fifth anniversary of the Owner's death. The Contract can be
continued by a Beneficiary only if his or her share of the death
benefit is at least equal to our published minimum for this right.
If the Beneficiary continues the Contract under this provision his or
her share will not be paid. It will instead be continued in the
Contract and allocated to the Subaccounts (and any other accounts
included by Xxxxx) on the date we determine the Death Benefit Amount,
in the same proportion as the Contract Value was allocated on that
date. Such Beneficiary will have the right to make transfers and
partial and full withdrawals of his/her share of the Contract. During
this continuation period no Purchase Payments can be made and the Death
Benefit Amount will equal the Beneficiary's share of the Contract Value
on the date we receive Notice of his/her death. The death benefit is
payable in a single lump sum payment.

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On the fifth anniversary of the Owner's death any living Beneficiary
will be paid his/her share of the Contract Value in a single lump sum
payment and this Contract will terminate.

During the continuation period the Beneficiary can choose to receive
his/her share of this Contract in a single lump sum payment or apply it
to an Annuity Option or other option acceptable to us that must be
payable for the life of the Beneficiary or for a term no longer than
the life expectancy of the Beneficiary starting within one year after
the death of the Owner.

DEATH OF OWNER DURING THE ANNUITY PERIOD - If the Owner or a Joint Owner, who is
not the Annuitant, dies during the Annuity Period, any remaining payments under
the Annuity Option chosen will continue at least as rapidly as under the method
of distribution in effect at the time of the Owner's death. Upon the death of
the Owner or a Joint Owner during the Annuity Period, the Beneficiary becomes
entitled to exercise the rights of the Owner. If an Owner is the Annuitant, the
death benefit, if any, will be as specified in the Annuity Option chosen.

DEATH OF ANNUITANT DURING ACCUMULATION PERIOD - Upon the death of an Annuitant,
who is not the Owner or Joint Owner, during the Accumulation Period, the Owner
(or Oldest Joint Owner) automatically becomes the Annuitant, unless the Owner
chooses a new Annuitant subject to our underwriting rules in effect at the time
of the request for this change. If the Owner is a non-natural person, the death
of the any Annuitant will be treated as the death of an Owner.

DEATH OF ANNUITANT DURING ANNUITY PERIOD - Upon the death of the Annuitant
during the Annuity Period, the death benefit, if any, will be as specified in
the Annuity Option chosen. Death benefits will be paid at least as rapidly as
under the method of distribution in effect at the Annuitant's death.

PAYMENT OF DEATH BENEFIT - We will require Notice of due proof of death before
and an acceptable election for the payment method before any death benefit is
paid. Our obligations are subject to all payments made and actions taken by us
before our receipt of Notice of due proof of death.

Any death benefit will be paid in accordance with applicable law or regulations
governing death benefit payments.

In all events and notwithstanding any provision of this Contract to the
contrary, this Contract will be construed and administered in accordance with
Section 72 (s) of the Internal Revenue Code, as amended.

WITHDRAWAL PROVISIONS

WITHDRAWALS - Prior to the Annuity Date, you may, upon Notice to us, make a full
or partial withdrawal of the Withdrawal Value. A withdrawal will result in the
cancellation of Accumulation Units from each applicable Subaccount of the
Separate Account in the ratio that the portion of the Contract Value in the
Subaccount bears to the total Contract Value. Any other account options included
by Rider may be similarly reduced as detailed in such Rider. If another method
is desired, you must specify in a Notice to us from which Subaccount(s) (or
other accounts included by Rider) values are to be withdrawn.

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Each partial withdrawal must be for an amount, which is not less than the
minimum shown on the Contract schedule, or, if smaller, the remaining Withdrawal
Value. If the withdrawal would result in the Contract Value being less than the
Minimum Contract Value as shown on the Contract schedule we will treat the
withdrawal request as a request for a full withdrawal.

WITHDRAWAL CHARGE - Upon withdrawal of all or a portion of the Contract Value, a
Withdrawal Charge as described on the Contract schedule may be assessed. We may
waive the withdrawal charge if we agree in writing that none will apply. For
example, we may waive the withdrawal charge if you directly transfer the amount
withdrawn to a funding vehicle pre-approved by us.

For a partial withdrawal, the Withdrawal Charge will be deducted from the
remaining Contract Value, if sufficient, or from the amount withdrawn.

ANNUITY PROVISIONS

ELECTION OF ANNUITY OPTION - The Annuity Option is chosen by you or your
Beneficiary in a form satisfactory to us. We will automatically send you
information about Annuity Options before your Annuity Date. If you do not choose
an Annuity Option or make a full withdrawal by the Maturity Date we will
automatically pay you under Option 2 - Life Annuity with Ten (10) Years of
Income Payments Guaranteed. You can make or change or revoke your Annuity Option
choice before the death benefit becomes payable or the Annuity Date, whichever
occurs first.

ANNUITY OPTIONS - You may choose to receive Annuity Payments monthly, quarterly,
semi-annually or annually. The following Annuity Options, or any other options
acceptable to you and us, may be chosen:

Income for Specified Number of Years
We make payments starting on the Annuity Date and continuing for the
number of years chosen. The maximum number of years is 30.

Life Income
We make payments starting on the Annuity Date and continuing:

1. During the life of the Annuitant, with no payment after the
death of the Annuitant, a "Life Income, No Refund"; or

2. During the life of the Annuitant, but for at least 10 years, a
"Life Income, 10 Years Certain"; or

3. During the life of the Annuitant, but for at least 20 years, a
"Life Income, 20 Years Certain."

Life Income for Two Lives
We make payments starting on the Annuity Date and continuing:

1. While either of two Annuitants is living, a "Joint and Survivor
Life Income"; or

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2. While either of two Annuitants is living, but for at least 10
years, a "Joint and Survivor Life Income, 10 Years Certain"; or

3. While either of two Annuitants are living, and after the death
of one Annuitant while the other Annuitant is living, two-
thirds of the payment amount that would be payable if both
Annuitants were living, a "Joint and 2/3 to Survivor Life
Income."

Income to Age 100 (For Variable Payments Only)
We make Variable Annuity Payments starting on the Annuity Date and
continuing for a whole number of years. The number of years chosen must
equal 100 minus the Annuitant's age on the Annuity Date.

ANNUITY PAYMENTS - You can choose to have the Annuity Option payable as Fixed
Annuity Payments or Variable Annuity Payments or a combination. Fixed Annuity
Payments are guaranteed as to dollar amount. Variable Annuity Payments will
reflect the investment experience of the Separate Account in accordance with the
allocation of the Contract Value to the Subaccounts. Unless another payee is
designated, you will be the payee of the Annuity Payments.

The "Adjusted Contract Value" on the "Annuity Calculation Date" is applied to
the applicable Fixed and/or Variable Annuity Tables for the Annuity Option
chosen to determine your first Annuity Payment. The Adjusted Contract Value is
determined on the Annuity Calculation Date, which is a Business Day no more than
ten days prior to the Annuity Date. The Adjusted Contract Value is the Contract
Value, less any Premium and Other Taxes and less any applicable charges and fees
as described in the Contract Schedule (or any Rider). The amount of the first
payment for each $1,000 of Adjusted Contract Value is shown in the Annuity
Tables. You may apply a portion of your Adjusted Contract Value to an Annuity
Option subject to our published rules.

FIXED ANNUITY PAYMENTS - Fixed Annuity Payments are based upon the Annuity
Option chosen, the Annuitant's Attained Age and the appropriate Fixed Annuity
Table. If, as of the Annuity Calculation Date, the then current Fixed Annuity
rates applicable to this class of contracts provide a Fixed Annuity Payment
greater than the one guaranteed under this Contract for the same Annuity
Option, then the greater payment will be made. These payments will be reduced by
any applicable charges and fees as described in the Contract Schedule (or any
Rider).

VARIABLE ANNUITY PAYMENTS - Variable Annuity Payments are not predetermined as
to dollar amount; and will increase or decrease in proportion to the amount that
the Net Investment Factor exceeds the Assumed Investment Return chosen.

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The dollar amount of the first Variable Annuity Payment is determined based upon
the Annuity Option chosen, the Annuitant's Attained Age and the appropriate
Variable Annuity Table. If, as of the Annuity Calculation Date, the then current
Variable Annuity rates applicable to this class of contracts provide a first
Variable Annuity Payment greater than the one guaranteed under this Contract for
the same Annuity Option, the greater payment will be made. This payment will be
reduced by any applicable charges and fees as described in the Contract Schedule
(or any Rider).

After the first payment the dollar amount of the Variable Annuity Payment for
each Subaccount will be determined as follows:

The number of Annuity Units for each Subaccount is multiplied by the
Subaccount's Annuity Unit value for the Business Day that the Variable
Annuity Payment is being calculated. This result is the dollar amount
of the payment for that Subaccount, less any applicable charges and
fees as described in the Contract Schedule (or any Rider).

The number of Annuity Units for each Subaccount is initially
established by dividing the dollar amount of the first Variable Annuity
Payment applicable to a Subaccount by that Subaccount's Annuity Unit
value as of the Annuity Calculation Date. This number of Annuity Units
remains fixed during the Annuity Period, unless you make transfers to
or from the Subaccount. A new number of Annuity Units for the
Subaccount would be computed to reflect such transfers.

The total dollar amount of each Variable Annuity Payment is the sum of all
Subaccount Variable Annuity Payments.

COMMUTATION OF VARIABLE ANNUITY PAYMENTS CERTAIN - The Owner can withdraw the
commuted value of Variable Annuity Payments Certain, which are Variable Annuity
Payments payable for a guaranteed period. The interest rate used to compute the
commuted value of any unpaid Variable Annuity Payments Certain will be the
Assumed Investment Return chosen for the Annuity Option. Variable Annuity
Payments payable based on an Annuitant's life cannot be commuted and will resume
at the expiration of the guaranteed Years Certain period if the Annuitant is
alive at that time. Fixed Annuity Payments cannot be commuted.

ANNUITY UNIT - The initial Annuity Unit Value for each Subaccount of the
Separate Account was set by us.

The subsequent Annuity Unit value for each Subaccount is determined by
multiplying the Annuity Unit value for the immediately preceding Business Day by
the Subaccount's Net Investment Factor for the current Business Day and
multiplying the result by a factor for each day since the last Business Day
which offsets the Assumed Investment Return used to develop the Variable Annuity
Tables. You choose the Assumed Investment Return (which must be acceptable to
us) to be used at or before the Annuity Date. Upon thirty (30) days Notice,
prior to the Annuity Date, you may change the chosen Assumed Investment Return.
If you do not choose an Assumed Investment Return, the Assumed Investment Return
will be as described in the Contract Schedule.

FREQUENCY AND AMOUNT OF ANNUITY PAYMENTS - Annuity Payments will be paid as
monthly installments or at any frequency acceptable to you and us. If the amount
of the Adjusted Contract Value to be applied under an Annuity Option is less
than $5,000, we reserve the right to make one lump

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sum payment in lieu of Annuity Payments. If the amount of the first Annuity
Payment would be less than $100, we may reduce the frequency of payments to an
interval which will result in the payment being at least $100.

BASIS OF PAYMENTS - The Annuity Tables are based on the tables defined under the
Annuity Option Information described in the Contract Schedule. We guarantee that
the dollar amount of each Variable Annuity Payment after the first Variable
Annuity Payment for that Annuity Date will not be affected by variations in
actual mortality experience or expenses, but only by investment experience. The
amount of each Fixed Annuity Payment is guaranteed by us.

SUSPENSION OR DEFERRAL OF PAYMENTS OR TRANSFERS

We reserve the right to suspend or postpone payments of any amounts due under
the Contract when permitted under applicable Federal or state laws, rules and
regulations. We reserve the right to suspend or postpone payments from the
Separate Account for a death benefit, withdrawal or transfer for any period
when:

1. the New York Stock Exchange is closed (other than customary weekend
and holiday closings);

2. trading on the New York Stock Exchange is restricted;

3. an emergency exists as a result of which disposal of securities held
in the Separate Account is not reasonably practicable or it is not
reasonably practicable to determine the value of the Separate
Account's net assets; or

4. during any other period when the Securities and Exchange Commission,
by order, so permits for the protection of the Owners.

The applicable rules and regulations of the Securities and Exchange Commission
will govern as to whether the conditions described in (2) and (3) exist.

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FIXED ANNUITY TABLES AND VARIABLE ANNUITY TABLES

AMOUNT OF FIRST MONTHLY PAYMENT

PER $1000 OF CONTRACT VALUE

Annuitant Only

Option 1: Life Annuity Option 2: Life Annuity with 10
Years of Annuity Payments Guaranteed

Attained Age Attained Age
of Annuitant Male Female of Annuitant Male Female
------------------------------------------ -----------------------------------------

55 3.95 3.72 55 3.93 3.71
60 4.30 4.01 60 4.26 3.99
65 4.75 4.40 65 4.68 4.36
70 5.37 4.92 70 5.23 4.84
75 6.24 5.64 75 5.92 5.47
80 7.43 6.68 80 6.73 6.29
85 9.08 8.22 85 7.61 7.26

Option 3: Joint and Last Survivor Life Annuity

Age of Female Joint Annuitant

Attained Age 10 Years 5 Years Same 5 Years 10 Years
of Male Xxxxxxxxx Xxxxxxx Younger Age Older Older
---------------------------------------------------------------------------------------------------------

55 3.21 3.33 3.44 3.56 3.66
60 3.37 3.52 3.67 3.81 3.94
65 3.58 3.77 3.96 4.15 4.33
70 3.84 4.09 4.35 4.61 4.85
75 4.19 4.53 4.89 5.25 5.58
80 4.66 5.13 5.64 6.15 6.59
85 5.31 5.98 6.71 7.42 8.02

Option 4: Joint and Last Survivor Annuity with 10 Years of Annuity Payments
Guaranteed

Age of Female Annuitant

55 3.21 3.33 3.44 3.55 3.66
60 3.37 3.52 3.67 3.81 3.94
65 3.58 3.76 3.96 4.15 4.32
70 3.84 4.09 4.35 4.60 4.83
75 4.19 4.52 4.87 5.22 5.51
80 4.65 5.10 5.58 6.03 6.38
85 5.27 5.88 6.50 7.02 7.35

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Monthly installments for ages not shown will be furnished on request.

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Exhibit 4(iii) NEW ENGLAND LIFE INSURANCE COMPANY 501 Boylston Street Boston, Massachusetts 02117 New England Life Insurance Company (referred to as "we, us and our") will make Annuity Payments as described in this Contract beginning on the Annuity...

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