PARTICIPATION AGREEMENT



                                    AMONG



               NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION,





                          VARIABLE INSURANCE FUNDS,





                                AMSOUTH BANK,



                                     AND



                   BISYS FUND SERVICES LIMITED PARTNERSHIP





      THIS AGREEMENT, dated as of the ______ day of ____________, 2000 by and

among New York Life Insurance and Annuity Corporation ("NYLIAC" or the

"Company") a Delaware life insurance company, on its own behalf and on behalf

of the segregated asset accounts of the Company set forth on Schedule A hereto

and incorporated by reference, as the Parties may agree in writing to amend

from time to time (each, the "Account" collectively, the "Accounts"), Variable

Insurance Funds (the "Fund"), a Massachusetts business trust, AmSouth Bank

(the "Adviser"), an Alabama State bank, and BISYS Fund Services Limited

Partnership (the "Underwriter"), an Ohio limited partnership.



      WHEREAS, the Fund engages in business as an open-end management

investment company and is available to act as the investment vehicle for

separate accounts established for variable life insurance and variable annuity

contracts to be offered by insurance companies which have entered into

participation agreements with the Fund and the Adviser ("Participating

Insurance Companies"); and



      WHEREAS, the shares of beneficial interest of the Fund are divided into

several series of shares, each designated as a "Portfolio" and representing

the interest in a particular management portfolio of securities and other

assets; and



      WHEREAS, the Fund is registered as an open-end management investment

company under the Investment Company Act of 1940, as amended, (the "1940 Act")

and the shares of the Portfolios set forth on Schedule A (the "Designated

Portfolios") will be registered under the Securities Act of 1933, as amended

(the "1933 Act"); and



      WHEREAS, the Fund has obtained an order from the SEC, dated December 10,

1998 (File No. 812-10694), granting Participating Insurance Companies and

variable annuity and variable life insurance separate accounts exemptions form

the provisions of sections 9(a), 13(a), 15(a), and 15(b) of







{PAGE}   2



the 1940 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the

extent necessary to permit shares of the Fund to be sold to and held by

variable annuity and variable life insurance separate accounts of both

affiliated and unaffiliated life insurance companies and qualified pension and

retirement plans outside of the separate account context, and other permitted

investors (the "Mixed and Shared Funding Exemptive Order"); and



      WHEREAS, the Adviser, which serves as the investment adviser to the

Portfolios of the Fund, is currently exempt from registration as an investment

adviser under the Investment Advisers Act of 1940, as amended; and



      WHEREAS, the Company has registered or will register interests under

certain variable life insurance and/or variable annuity contracts (the

"Contracts"), under the 1933 Act, to the extent required thereby and said

contracts are listed in Schedule A; and



      WHEREAS, each Account is duly established and maintained as a segregated

asset account, duly established by the Company, to set aside and invest assets

attributable to the aforesaid Contracts; and



      WHEREAS, the Underwriter, which serves as distributor to the Fund, is

registered as a broker-dealer with the Securities Exchange Commission (the

"SEC") under the Securities Exchange Act of 1934, as amended (the "1934 Act"),

and is a member in good standing of the National Association of Securities

Dealers, Inc. (the "NASD"); and



      WHEREAS, to the extent permitted by applicable insurance laws and

regulations, the Company intends to purchase shares in the Designated

Portfolios on behalf of each Account to fund certain of the aforesaid

Contracts, and the Underwriter is authorized to sell such shares to the

Account at net asset value.



      NOW, THEREFORE, in consideration of their mutual promises, the Company,

the Fund, the Adviser and the Underwriter agree as follows:



ARTICLE 1. Sale of Fund Shares



           1.1.     The Fund has granted to the Underwriter exclusive

authority to distribute the Fund's shares, and has agreed to instruct, and has

so instructed, the Underwriter to make available, indefinitely during the term

of this Agreement, for purchase by the Company on behalf of the Account, Fund

shares of those Designated Portfolios selected by the Company. Pursuant to

such authority and instructions, and subject to Article X hereof, the

Underwriter agrees to sell to the Company those full and fractional shares of

the Designated Portfolios which the Account orders, executing such orders on a

daily basis at the net asset value next computed after receipt by the Fund or

its designee of the order for the shares of the Designated Portfolio.

Notwithstanding the foregoing, the Board of Trustees of the Fund (the "Board")

may suspend or terminate the offering of shares of any Designated Portfolio or

class thereof, if such action is required by law or by regulatory authorities

having jurisdiction or if, in the sole discretion of the Board acting in good

faith and in the exercise of its fiduciary responsibilities to Fund

shareholders, including the Company and its Accounts, is necessary and in the

best interests of the shareholders of such Portfolios.







                                       2

{PAGE}   3





           1.2.     The Fund shall redeem for cash, at the Company's request,

any full or fractional Designated Portfolio shares held by the Company on

behalf of the Account, such redemptions to be effected on a daily basis at net

asset value in accordance with Section 1.3 of this Agreement. Notwithstanding

the foregoing, the Fund may delay redemption of Fund shares of any Designated

Portfolio to the extent permitted by the 1940 Act, and any rules, regulations

or orders thereunder.



           1.3.     The Fund hereby appoints the Company as an agent of the

Fund for the limited purpose of receiving purchase and redemption requests on

behalf of the Account (but not with respect to any Fund shares that may be

held in the general account of the Company) for shares of those Designated

Portfolios made available hereunder, provided that the Fund receives notice of

such orders by 9:30 a.m. New York time on the next following Business Day. In

this Agreement, "Business Day" shall mean any day the New York Stock Exchange

is open for trading and on which a Designated Portfolio calculates its net

asset value pursuant to the rules of the SEC. Receipt by the Company as such

limited agent of the Fund shall constitute receipt by the Fund on that same

Business Day, provided that the Fund receives notice of such purchase and

redemption request by 9:30 a.m. New York time on the next following Business

Day. The Company shall provide the Fund with net purchase and redemption

requests computed in accordance with Section 1.9 hereof.



           1.4.     In the event of net purchases, the Company shall pay for

shares of each Designated Portfolio by 2:00 p.m. New York time on the same

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