JPF VARIABLE ANNUITY SEPARATE ACCOUNT, N-4, 2000-01-21

JPF VARIABLE ANNUITY SEPARATE ACCOUNT
N-4, 2000-01-21

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 2000

REGISTRATION NO.333-
811-9779

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
PRE-EFFECTIVE AMENDMENT NO. __ [ ]

POST-EFFECTIVE AMENDMENT NO.__ [ ]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
AMENDMENT NO. 1 [ X ]
-------

JPF VARIABLE ANNUITY
SEPARATE ACCOUNT

(EXACT NAME OF REGISTRANT)

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY

(NAME OF DEPOSITOR)

One Granite Place, Concord, NH 03301

(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)

DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE
(603) 226-5000

<TABLE>
<CAPTION>
NAME AND ADDRESS OF
AGENT FOR SERVICE: COPY TO:

<S> <C>
Shari J. Lease, Esquire Joan E. Boros, Esquire
Jefferson Pilot Financial Life Jorden Burt Boros Cicchetti Berenson & Johnson LLP
Insurance Company 1025 Thomas Jefferson Street, N.W.
One Granite Place Suite 400 East
Concord, NH 03301 Washington, DC 20007-0805
</TABLE>

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] On (date) pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a) (1) of Rule 485
[ ] On (date) pursuant to paragraph (a) (1) of Rule 48

IF APPROPRIATE CHECK THE FOLLOWING BOX:

[ ] this Post-Effective Amendment designates a new effective date for a
previously filed Post-Effective Amendment

APPROXIMATE DATE OF PROPOSED OFFERING:
As soon as practicable after effectiveness of the Registration
Statement

TITLE OF SECURITIES BEING REGISTERED:
Variable Portion of Contracts issued by the Separate Account

No filing fee is due because an indefinite number of shares is deemed to have
been registered in reliance on Section 24(f) of the Investment Company Act of
1940.

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

Prospectus: May 1, 2000

The Allegiance Advisor Variable Annuity

Issued by

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY

In connection with

JPF VARIABLE ANNUITY SEPARATE ACCOUNT

One Granite Place, Concord, NH 03301

Telephone No.: 1-800-258-3648, Ext. 5394
----------------------------------------

This Prospectus describes the Allegiance Advisor Variable Annuity (the
"Policy"), an individual flexible premium deferred variable annuity offered by
Jefferson Pilot Financial Insurance Company ("we", "our" or the "Company"). The
Policy is designed to help you plan for retirement or other long-term purposes.
You may purchase it on either a tax qualified or non-tax qualified basis.

Because this is a flexible premium annuity policy, you may pay multiple
premiums. We allocate your premiums among the 19 Variable Sub-accounts of the
JPF Variable Annuity Separate Account and the 3 Interest Rate Guarantee Periods
of the Guaranteed Interest Account in the proportions that you choose. Each
Variable Sub-account invests exclusively in shares of one of the following
Portfolios:

JPVF International Equity Portfolio
JPVF World Growth Stock Portfolio
JPVF Emerging Growth Portfolio
JPVF Capital Growth Portfolio
JPVF Small Company Portfolio
JPVF Growth Portfolio
JPVF S&P 500 Index(R) Portfolio
JPVF Growth and Income Portfolio
JPVF Balanced Portfolio
JPVF High Yield Bond Portfolio
JPVF Money Market Portfolio
Fidelity VIP Growth Portfolio
Fidelity VIP Equity-Income Portfolio
Fidelity VIP II Contrafund Portfolio
MFS Research Series
MFS Utilities Series
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Bond Fund/VA
Oppenheimer Strategic Bond Fund/VA

We may make available other allocation options in the future. Not all Variable
Sub-accounts or Interest Rate Guarantee Periods may be available in all states.

You may not purchase a Non-Qualified Policy if you or the Annuitant are over 90
years old. You may not purchase certain types of Qualified Policies if you are
over 80 years old.

Your Accumulation Value will vary up or down depending on the investment
performance of the Variable Sub-accounts to which you have allocated your
premium payments. We do not guarantee any minimum Accumulation Value for amounts
allocated to the Variable Sub-accounts. Amounts which you allocate to the
Guaranteed Interest Account will earn a specified interest rate. A Market Value
Adjustment ("MVA") could increase or decrease the value of amounts withdrawn,
transferred, or annuitized from the Guaranteed Interest Account.
- --------------------------------------------------------------------------------

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

This Prospectus sets forth the information you should know about the Policy. You
should read it before investing and keep it for future reference. We have filed
a Statement of Additional Information with the Securities and Exchange
Commission ("SEC"). The current Statement of Additional Information is dated May
1, 2000. The information in the Statement of Additional Information is
incorporated by reference in this Prospectus. You can obtain a free copy by
writing us or calling us at the address or telephone number given above or
checking the appropriate box on the application at time of purchase. The Table
of Contents of the Statement of Additional Information appears at page 34 of
this Prospectus.

This Prospectus is valid only if accompanied or preceded by current prospectuses
for the Portfolios listed above. Please read this Prospectus and the
prospectuses for the Portfolios carefully and retain them for your future
reference.

Policies and shares of the Portfolios are not deposits or obligations of or
guaranteed by any bank. They are not federally insured by the FDIC or any other
government agency. Investing in the Policies involves certain investment risks,
including possible loss of principal invested. This Prospectus and other
information about the JPF Variable Annuity Separate Account required to be filed
with the SEC can be found in the SEC's Web Site at http://www.sec.gov or may be
obtained from the SEC's Public Reference Room by calling 202-942-8090.
<PAGE>

table of contents
- -----------------

<TABLE>
<CAPTION>
Page

<S> <C>
DEFINITIONS............................................................ 4
SUMMARY INFORMATION ABOUT YOUR POLICY.................................. 6
FEE TABLES............................................................. 10
Owner Transaction Expenses............................................. 10
Separate Account Annual Expenses................................... 10
Portfolio Company Annual Expenses.................................... 10
Examples............................................................. 11
CONDENSED FINANCIAL INFORMATION...................................... 11
ALLOCATION OPTIONS..................................................... 12
Separate Account Investments......................................... 12
Mixed and Shared Funding: Conflicts of interest........................ 13
The Guaranteed Interest Account...................................... 13
Market Value Adjustment.............................................. 14
THE ALLEGIANCE ADVISOR VARIABLE ANNUITY POLICY......................... 14
Application and Issuance of Policies................................... 14
Free Look Period....................................................... 15
Premium Payments..................................................... 15
Initial Premium Payment............................................ 15
Additional Premium Payments........................................ 15
Allocation of Premium Payments..................................... 15
Payment Not Honored by Bank........................................ 15
Accumulation Value................................................. 16
Separate Account Accumulation Unit Value............................... 16
Minimum Accumulation Value......................................... 16
Transfers............................................................ 16
Telephone Transfers and Reallocations.............................. 17
Dollar Cost Averaging................................................ 17
Automatic Rebalancing................................................ 17
DISTRIBUTIONS UNDER THE POLICY 18
Withdrawals.......................................................... 18
Systematic Withdrawal Plan........................................... 19
Annuity Payments..................................................... 19
Maturity Date...................................................... 19
Election of Payment Option 19
Payment Options...................................................... 19
Death Benefit........................................................ 20
Death of Owner Prior to Maturity Date.............................. 20
IRS Required Distribution........................................ 21
Spousal Continuation of Policy................................... 21
Death of Annuitant Prior to Maturity Date......................... 21
Death of Annuitant on or After Maturity Date...................... 21
Death of Owner on or After Maturity Date.......................... 21
Payment of Death Benefit to Beneficiary........................... 21
Beneficiary.......................................................... 22
Restrictions Under Qualified Policies................................ 22
Restrictions Under Section 403(b) Plans.............................. 22
CHARGES AND DEDUCTIONS................................................. 22
Withdrawal Charge.................................................... 22
Mortality and Expense Risk Charge.................................... 23
Administrative Expense Charge........................................ 23
Optional Enhanced Death Benefit Charges.............................. 23
Optional Extended Care Confinement
& Terminal Illness Rider Charge.................................... 23
Transfer Charge...................................................... 23
Premium Taxes........................................................ 24
Federal, State and Local Taxes....................................... 24
Other Expenses Including Investment Advisory Fees.................... 24
Reduction in Charges for Certain Groups ............................. 24
CERTAIN FEDERAL INCOME TAX CONSEQUENCES................................ 24
Taxation of Annuities................................................ 25
In General......................................................... 25
Possible Changes in Taxation....................................... 25
Withdrawals
from Qualified Policies........................................... 25
Withdrawals
from Non-Qualified Contracts...................................... 25
Annuity Payments................................................... 26
Penalty Tax........................................................ 26
Death Benefit Proceeds............................................. 26
Gifts, Transfers, Assignments, or
Exchanges of the Policy........................................... 26
Multiple Policies.................................................. 26
Withholding........................................................ 26
Other Tax Consequences............................................. 26
Qualified Plans.................................................... 27
Qualified Pension and Profit Sharing
Plans............................................................. 27
Individual Retirement Annuities.................................... 27
</TABLE>

2
<PAGE>

<TABLE>
<S> <C>
Tax-Sheltered Annuities............................................ 27
Section 457 Deferred Compensation
("Section 457") Plans............................................. 27
JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
INSURANCE COMPANY 28
The Separate Account................................................. 28
DISTRIBUTOR OF THE POLICIES............................................ 28
VOTING RIGHTS.......................................................... 28
LOANS.................................................................. 29
ADDITIONAL INFORMATION ABOUT
THE SEPARATE ACCOUNT................................................. 29
Addition, Deletion, or Substitution of Investments .................... 29
Performance Data..................................................... 30
Company Ratings...................................................... 31
GENERAL POLICY PROVISIONS............................................. 31
LEGAL PROCEEDINGS...................................................... 32
AVAILABLE INFORMATION.................................................. 32
STATEMENT OF ADDITIONAL
INFORMATION TABLE OF CONTENTS 33
APPENDIX I - WITHDRAWAL CHARGE
CALCULATION.......................................................... I-1

APPENDIX II -- MARKET VALUE
ADJUSTMENT CALCULATION AND
EXAMPLES............................................................. II-1
FUND PROSPECTUSES
Jefferson Pilot Variable Fund, Inc................................... JPVF-l
Fidelity's Variable Insurance Products
Funds (VIP and VIP II)............................................. VIP-I
MFS Variable Insurance Trust...................................... MFSRS-1
Oppenheimer Variable Account Funds

(OVAF)........................................................... OVAF-1
</TABLE>

This Prospectus does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made. No dealer, salesperson or other person
is authorized to give any information or make any representations in connection
with this offering other than those contained in this prospectus, and, if given
or made, such other information or representations must not be relied upon.

3
<PAGE>

definitions
- --------------------------------------------------------------------------------

Accumulation Unit--A unit of measure which we use to calculate Separate Account
Value during the Pay-in Period.

Accumulation Value -- The value of all of the Accumulation Units held under your
Policy in the Separate Account plus the value of all amounts held under your
Policy in the Guaranteed Interest Account.

Annuitant--The natural person upon whose life the Annuity Payments are based.
You will be the Annuitant unless you name someone else to be the Annuitant in
the application. The Annuitant cannot be changed unless the Annuitant named in
the application dies.

Annuity Payments--The payments we make to the Payee beginning on the Maturity
Date. The amount of the Annuity Payments will be based on the Accumulation Value
and the age and sex of the Annuitant on the Maturity Date, and the payment
option and payment frequency that you select.

Annuity Unit--A unit of measure we use to calculate the amount of each variable
annuity payment.

Beneficiary--The persons or entities you designate to receive the Death Benefit
under your Policy.

Code--The Internal Revenue Code of 1986, as amended.

Company (our, we, us)--Jefferson Pilot Financial Insurance Company.

Death Benefit--The amount payable upon the death of the Owner during the Pay-in
Period.

Due Proof of Death--Information required by the Company to process a claim for a
Death Benefit, including a death certificate and a death claim form acceptable
to the Company.

Guaranteed Interest Account--An allocation option available under the Policy
that provides a Guaranteed Interest Rate for a specified Interest Rate Guarantee
Period. This rate will never be less than 3.00% per year. We guarantee the
Guaranteed Interest Account, and it is not part of the Separate Account.

Guaranteed Interest Account Value--The portion of your Accumulation Value held
in the Guaranteed Interest Account.

Guaranteed Interest Rate--The applicable effective annual interest rate we will
credit the Guaranteed Interest Account Value during each Interest Rate Guarantee
Period. The rate is guaranteed to be at least 3.00% per year.

Interest Rate Guarantee Period--A specified period which begins on the date that
a premium payment is allocated to (or a portion of Accumulation Value is
transferred to) the Guaranteed Interest Account to accumulate at a Guaranteed
Interest Rate. Currently we offer one-year, three-year, and five-year Interest
Rate Guarantee Periods.

Investment Option-- Each Variable Sub-account of the Separate Account.

Issue Age--The age of the Owner on the Policy Date.

Jefferson Pilot Variable Fund, Inc. ("JPVF")--An open-end management investment
company registered under the 1940 Act. JPVF was previously known as Chubb
America Fund, Inc. and changed its name as part of the acquisition of Chubb Life
and its affiliates by Jefferson-Pilot Corporation.

Jefferson Pilot Funds--The portfolios of JPVF which are available under the
Policies-- International Equity Portfolio, World Growth Stock Portfolio,
Emerging Growth Portfolio, Capital Growth Portfolio, Small Company Portfolio,
Growth Portfolio, S&P 500 Index Portfolio, Growth and Income Portfolio, Balanced
Portfolio, High Yield Bond Portfolio and Money Market Portfolio.

Market Value Adjustment ("MVA")--A positive or negative adjustment applied to
the Guaranteed Interest Account Value in the event of a premature Full
Withdrawal, Partial Withdrawal, transfer or annuitization that is requested
prior to the end of a 3-year or 5-year Interest Rate Guarantee Period. The MVA
does not apply during the last 30 days of the Interest Rate Guarantee Period.

Maturity Date--The date on which we make the first Annuity Payment under your
Policy. The Maturity Date is the first day of the Pay-out Period.

MFS Funds--Mutual fund series of the MFS Variable Insurance Trust which are
available under the Policy--MFS Research Series and MFS Utilities Series.

MFS Variable Insurance Trust--An open-end management investment company
registered under the 1940 Act.

4
<PAGE>

Oppenheimer Funds--The Portfolios of the Oppenheimer Variable Account Funds
which are available under the Policy--Oppenheimer Capital Appreciation Fund/VA,
Oppenheimer Strategic Bond Fund/VA and Oppenheimer Bond Fund/VA.

Oppenheimer Variable Account Funds ("OVAF")--An open-end management investment
company registered under the 1940 Act.

Owner (you, your)--The person or entity entitled to the ownership rights of the
Policy. The Owner is the person in whose name the Policy is issued. It is the
person or entity named in the application, unless otherwise changed. Joint
Owners are permitted only if they are spouses unless we consent otherwise. You
may change the Owner by sending us a signed request. Our consent is needed to
change the Owner.

Payee--The person or entity you designate to receive Annuity Payments under your
Policy.

Pay-in Period--The period during which you make payments to us. In the Policy
the Pay-in Period is referred to as the Accumulation Period. The Pay-in Period
is the period between the Policy Date and the Maturity Date.

Pay-out Period--The period during which we make payments to you. In the Policy
the Pay-out Period is referred to as the Annuity Period. The Pay-out Period
begins on the Maturity Date and ends with the last Annuity Payment.

Policy--The Advisor Variable Annuity, an individual flexible premium deferred
variable annuity policy that is described in this Prospectus. In some states it
may be referred to as a certificate.

Policy Date--The effective date of your Policy and the date from which we
measure your Policy years, quarters, months and anniversaries.

Policy Year--The first Policy Year is the annual period which begins on the
Policy Date. Subsequent Policy Years begin on each anniversary of the Policy
Date.

Portfolios--The Jefferson Pilot Funds, VIP Portfolios, MFS Funds and Oppenheimer
Funds.

Request--A request in a form satisfactory to us, which is received by our
Variable Annuity Service Center.

Separate Account--The JPF Variable Annuity Separate Account, a separate account
of Jefferson Pilot Financial Insurance Company, which consists of assets set
aside by the Company, the investment performance of which is kept separate from
that of the general assets and all other separate account assets of the Company.
The Separate Account is registered as a unit investment trust under the 1940
Act.

Separate Account Value--The portion of Accumulation Value held in the Separate
Account. There is no guaranteed or minimum Separate Account Value.

Surrender Value--Proceeds payable upon a surrender of the Policy, equal to:

o the Accumulation Value
o plus or minus any applicable MVA
o minus any applicable Withdrawal Charge
o minus any premium tax payable by us and not previously deducted

The VIP Funds--The Variable Insurance Products Fund ("VIP") and the Variable
Insurance Products Fund II ("VIP II"), which are open-end management investment
companies registered under the 1940 Act.

Valuation Day--Any day on which the New York Stock Exchange is open for trading
except when the Securities and Exchange Commission has determined that a state
of emergency exists. In addition, the Company will be closed on the following
local or regional business holidays which shall not constitute a Valuation Day:
Good Friday, the Friday following Thanksgiving and the day before and/or
following Christmas Day.

Valuation Period--The period of time beginning at the close of business on the
New York Stock Exchange on any Valuation Day and ending at the close of business
on the next Valuation Day. A Valuation Period may be more than one day.

Variable Annuity Service Center-- One Granite Place, P.O. Box 515, Concord, NH
03302-0515. Notices, Requests and premium payments under the Policy must be sent
to our Variable Annuity Service Center.

Variable Sub-account--Separate Account assets are divided into Variable
Sub-accounts. Assets of each Variable Sub-account will be invested in shares of
a corresponding Portfolio.

VIP Portfolios--The portfolios of the VIP Funds which are available under the
Policy--VIP Equity-Income Portfolio, VIP Growth Portfolio and VIP II Contrafund
Portfolio.

5
<PAGE>

Summary Information about your policy
- --------------------------------------------------------------------------------

The following summary describes some of the more important features of the
Policy. The Policy is more fully described in the rest of the Prospectus. Please
read the Prospectus carefully.

1. The Policy

The Policy is a flexible premium deferred variable annuity policy. It is
designed for tax-deferred retirement investing. It can be purchased on a
non-qualified basis ("Non-Qualified Policy") or in connection with certain plans
qualifying for favorable Federal income tax treatment ("Qualified Policy"). The
Policy, like all deferred annuity policies, has two phases: the Pay-in Period
and the Pay-out Period. During the Pay-in Period, earnings accumulate on a
tax-deferred basis and are taxed as income when you make a withdrawal. The
Pay-out Period begins when you (or your designated Payee) begin receiving
payments from us under one of the Payment Options. The amount of money
accumulated under your Policy during the Pay-in Period will be used to determine
the amount of our payments to you during the Pay-out Period.

You may allocate your premium payments to any combination of the allocation
options under the Policy. However, over the life of your Policy, you are
currently limited to allocating your premium payments to no more than 15 of the
current or future Variable Sub-accounts. We may change this limitation in the
future at our discretion. The allocation options currently available are the 19
Variable Sub-accounts of the Separate Account and the three Interest Rate
Guarantee Periods of the Guaranteed Interest Account. These allocation options
may not be available in all states.

Each Variable Sub-account will invest in a single investment portfolio (a
"Portfolio") of a mutual fund. Because the Separate Account Value will increase
or decrease depending on the investment experience of the Variable Sub-accounts
to which you allocate your premiums, you bear the entire investment risk with
respect to amounts allocated to the Variable Sub-accounts. The investment
policies and risks of each Portfolio are described in prospectuses for the
Portfolios which accompany this Prospectus.

The Policy may be issued as a group Policy in certain states. If you are covered
under a group Policy, you will be issued a certificate as evidence of your
participation under the group Policy. The description of the Policy in this
Prospectus applies equally to a certificate under a group Policy unless
otherwise described.

2. Purchasing the Policy

You can obtain an application from your registered representative. We must
receive a completed application and an initial premium payment of at least
$50,000 before we will issue a Policy. Your subsequent premium payments must be
at least $5,000. We will not issue a Policy to you if either you or the
Annuitant is more than 90 years old. For certain types of Qualified Policies you
must be age 80 or younger before we will issue a Policy to you.

3. Investment Options

You can allocate and reallocate your investment among the Variable Sub-accounts.
Each Variable Sub-account invests in a single Portfolio. Under the Policy, the
Separate Account currently invests in the following Portfolios:

- --------------------------------------------------------------------------------
Jefferson Pilot Variable Fund, Inc:
International Equity Portfolio
World Growth Stock Portfolio
Emerging Growth Portfolio
Capital Growth Portfolio
Small Company Portfolio
Growth Portfolio
S&P 500 Index Portfolio
Growth and Income Portfolio
Balanced Portfolio
High Yield Bond Portfolio
Money Market Portfolio
- --------------------------------------------------------------------------------
Variable Insurance Products Fund:
VIP Growth Portfolio
VIP Equity-Income Portfolio
- --------------------------------------------------------------------------------
Variable Insurance Products Fund II:
VIP II Contrafund Portfolio
- --------------------------------------------------------------------------------
MFS Variable Insurance Trust:
Research Series
Utilities Series
- --------------------------------------------------------------------------------
Oppenheimer Variable Account Funds:
Capital Appreciation Fund/VA
Bond Fund/VA
Strategic Bond Fund/VA
- --------------------------------------------------------------------------------

Each Portfolio holds its assets separately from the assets of the other
Portfolios. Each Portfolio has distinct investment objectives and policies which
are described in the accompanying prospectuses for the Portfolios.

4. The Guaranteed Interest Account

We currently offer three different Interest Rate Guarantee Periods in the
Guaranteed Interest Account, lasting for one, three and five years. Not all
periods are available in all states. We will credit specified interest rates to
the amounts you allocate to the Guaranteed Interest Account. The amounts you
allocate to the Guaranteed Interest Account may be subject to an MVA, if you
request a withdrawal, transfer or annuitization 31 days or more prior to the end
of a 3-year or 5-year Interest Rate Guarantee Period. Because of this adjustment
and for other reasons, the

6
<PAGE>

amount we pay you upon a withdrawal or apply to a transfer or annuitization may
be more or less than the Guaranteed Interest Account Value at the time of the
transaction. However, the MVA will never reduce the earnings on amounts
allocated to the Guaranteed Interest Account to less than 3.0% per year before
any applicable Withdrawal Charges.

5. Expenses

Mortality and Expense Risk Charge. We deduct a daily charge equal to a
percentage of the net assets in the Separate Account for the mortality and
expense risks that we assume. The effective annual rate of this charge is 0.60%
of the Separate Account Value. This charge does not apply to the Guaranteed
Interest Account.

Administrative Expense Charge. We deduct a daily charge equal to a percentage of
the net assets in each Variable Sub-account for administering the Separate
Account. The effective annual rate of this charge is 0.15% of the daily value of
net assets in each Variable Sub-account. We guarantee that we will not increase
this charge. This charge does not apply to the Guaranteed Interest Account.

Transfer Charge. Although we currently are not charging a transfer fee, the
Policy permits us to charge you a $10 fee for each transfer in excess of 12
during any Policy Year.

Optional Enhanced Death Benefit Charges. In lieu of our guaranteed minimum death
benefit, you may choose one of two Optional Enhanced Death Benefits. If you
choose Option 1, you will pay an additional charge equal to an effective annual
rate of 0.10% of the daily net assets of the Separate Account. If you choose
Option 2, you will pay an additional charge equal to an effective annual rate of
0.15% of the daily net assets of the Separate Account.

Optional Extended Care Confinement & Terminal Illness Rider Charge. If you wish,
you may elect to purchase this rider for an additional charge equal to an
effective annual rate of 0.05% of the daily net assets of the Separate Account.

Withdrawal Charge. We may deduct a Withdrawal Charge from the amount of any
Partial or Full Withdrawal. If a premium payment remains in your Policy for at
least five years, you will not incur a Withdrawal Charge on that amount.
However, a Withdrawal Charge may apply to withdrawals of amounts invested less
than five years. A separate Withdrawal Charge Schedule applies to each premium
payment. The Withdrawal Charge is a percentage of each premium payment withdrawn
within the indicated time period. The Withdrawal Charge percentages are as
follows:

<TABLE>
<CAPTION>
Completed Years
Elapsed Since Percentage
Premium Payment Charge
- -------------- ------
<S> <C>
Less than 1 7%
1 7%
2 6%
3 5%
4 4%
5 0%
</TABLE>

The Withdrawal Charge will not apply to withdrawals attributable to investment
gains on your premiums allocated to Variable sub-accounts, interest credited to
amounts held in the Guaranteed interest Account and certain other distributions.
(See "Withdrawal Charge")

In addition to a free withdrawal of investment gain, each year you are entitled
to a free withdrawal amount equal to 10% of the aggregate premium payments at
the time of the withdrawal on which we will not deduct a Withdrawal Charge.

Premium Tax. Some states charge a premium tax. We will deduct premium taxes if
we must pay them. This may occur, for example, at the time when you pay the
premium, surrender the Policy, make a Partial Withdrawal, when the Policy
reaches the Maturity Date, or when a Death Benefit is paid.

Fund Expenses. In addition to our charges under the Policy, each Portfolio
deducts amounts from its assets to pay its investment advisory fees and other
expenses.

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<PAGE>

6. Payment Options

The Policy offers four payment options. You may choose a fixed annuity, a
variable annuity, or a combination of both. The payment options include:

o Income for a fixed period (available as a fixed annuity only).
o Life Income (Life only, Life with guaranteed periods, Life with installment
refund).
o Interest Only (available as a fixed annuity only).
o Income of a Fixed Amount (available as a fixed annuity only).

We reserve the right to offer additional payment options.

You may change your payment option at any time before the Maturity Date. You may
select the Maturity Date of your Policy. The Maturity Date may not be earlier
than the second Policy anniversary date. The latest Maturity Date you may select
is the later of the Annuitant's 90th birthday or ten years from the Policy Date.
If your Policy is issued in connection with a qualified plan and you select a
Maturity Date that is later than the date the Annuitant attains age 70-1/2, you
may be required to make Partial Withdrawals prior to the Maturity Date to
satisfy any minimum distribution requirements of the Code or the qualified plan.
If you do not select a Maturity Date, the Maturity Date will be the later of the
tenth Policy anniversary date or the Policy anniversary date on or immediately
following the Annuitant's 70th birthday.

If you select Annuity Payments on a variable basis, the amount of our payments
to you will be affected by the investment performance of the Variable
Sub-accounts you have selected. A fixed annuity payment option provides for
payments that will be set on the Maturity Date and will not change. If you
select a payment option that is a combination of variable and fixed payments,
you must specify the allocation of the Accumulation Value between the fixed
payment option and the variable payment option. You may not change the payment
option or the frequency of Annuity Payments after we begin making Annuity
Payments to you. After Annuity Payments begin, you cannot make a Full or Partial
Withdrawal.

7. Taxes

You should consult a qualified tax advisor for personalized answers. If you are
a natural person, generally, earnings under your Policy are not taxed until
amounts are withdrawn or distributions are made (e.g., a Full or Partial
Withdrawal, or Annuity Payment). You may be deemed to have received a
distribution and taxes may be due if you pledge or assign your Policy.
Generally, a portion of any distribution or deemed distribution will be taxable
as ordinary income. The taxable portion of certain distributions may be subject
to withholding. In addition, a penalty tax may apply to certain distributions or
deemed distributions under the Policy.

Special rules apply if the Policy is owned by a company or other legal entity.
Generally, such an Owner must include in income any increase in the excess of
the Accumulation Value over the "investment in the contract" during the taxable
year.

8. Withdrawals

At any time during the Pay-in Period, you may elect to receive all or a portion
of your Policy's Surrender Value. The minimum Partial Withdrawal amount you may
receive is $250 from a Variable Sub-account and $1,000 from the Guaranteed
Interest Account. After a Partial Withdrawal, the remaining Accumulation Value
must be at least $2,000.

Although you have access to your money during the Pay-in Period, certain
charges, such as the Withdrawal Charge and state premium taxes, may be deducted
on a withdrawal. You may also incur Federal income tax liability or tax
penalties. In addition, if you have allocated some of the value of your Policy
to the Guaranteed Interest Account, the amount of your proceeds may be increased
or decreased by an MVA.

9. Death Benefit

We will pay a Death Benefit while the Policy is in force and before the Maturity
Date, if the Owner dies, or if the Annuitant dies and the Owner is not a natural
person. To receive the Death Benefit payment, the Beneficiary must return the
Policy, provide us with Due Proof of Death, and elect a payment option. The
Death Benefit will be at least equal to the Accumulation Value at the time of
payment. No Withdrawal Charge or MVA is imposed upon amounts paid as a Death
Benefit. You may also elect an optional Enhanced Death Benefit at the time you
purchase your Policy. If you elect one of the optional Enhanced Death Benefits,
you will pay an additional charge.

8
<PAGE>

10. Transfers

During the Pay-in Period, you may transfer Accumulation Value among the
allocation options subject to certain limitations. The minimum amount you may
transfer from any Variable Sub-account is $250. The minimum amount you may
transfer from the Guaranteed Interest Account is $1,000. Transfers from the
Guaranteed Interest Account may be subject to an MVA.

During the Pay-out Period, if you have chosen a variable annuity payment option,
you may transfer Separate Account Value between the various Variable
Sub-accounts. However, if you have chosen a fixed annuity payment option,
transfers are not permitted.

11. Cancellation

You have a limited time period in which to return your Policy for cancellation
and receive a refund as described in your Policy. This time period depends on
the state in which your Policy is issued. In most states, it is ten days after
you receive the Policy. If your Policy replaces another Policy, you have 20 days
in which to cancel your Policy. The amount of your refund will depend on the
state in which your Policy was issued. In most states, we will pay you an amount
equal to the Accumulation Value on the date we receive the Policy from you and
we will not deduct any Withdrawal Charges or administrative charges that would
otherwise apply. The Accumulation Value may be more or less than your premium
payments. In some states, we are required to refund your premium payments minus
any Partial Withdrawals you may have already made from your Policy. Since state
laws differ as to the time period you have to return your Policy and the amount
of the refund to which you would be entitled, you should refer to your Policy
for specific information about your circumstances.

12. Inquiries

If you have a request or a question about procedures or your Policy, you can
write to us at the Variable Annuity Service Center, One Granite Place, P.O. Box
515, Concord, New Hampshire 03302-0515. You may also send us a fax at
603-226-5123 or call us at 1-800-258-3648, EXT. 5394. When contacting us you
should include the Policy number, your name and the Annuitant's name. Please
make sure you also sign the inquiry or request.

The foregoing summary is qualified in its entirety by the information in the
remainder of this Prospectus, in the Statement of Additional Information, in the
prospectus for each of the underlying Portfolios and in the Policy. You should
refer to these documents for more detailed information. This Prospectus
generally describes only the Policy and the Separate Account. Separate
prospectuses attached hereto describe each Portfolio.

9
<PAGE>

fee tables
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Owner Transaction Expenses
Sales Charge on Premium Payments.............................................. none
Maximum Withdrawal Charge
(as a % of premium payments withdrawn) (1) ................................... 7%
Transfer Fee.................................................................. No fee for first 12 transfers each
year; $10 for each
additional transfer
(currently not assessed)
Separate Account Annual Expenses
(effective annual rate as a percentage of
average daily net assets)
Mortality and Expense Risk Charge ............................................ 0.60%
Administrative Expense Charge................................................. 0.15%
-----

Total Separate Account Annual Expenses........................................ 0.75% (2)
</TABLE>

(1) The Withdrawal Charge is not applicable to premium payments withdrawn
at least five years after they are made, to the withdrawal of
investment gains on premiums allocated to the Variable Sub-accounts, to
the withdrawal of interest credited on premiums allocated to the
Guaranteed Interest Account or to the first 10% of aggregate premium
payments withdrawn during each Policy Year. (See "Free Withdrawal
Amount.")

(2) If you choose one of the Optional Enhanced Death Benefit options, you
will pay an additional charge of either 0.10% or 0.15%. If you choose
the optional Extended Care Confinement & Terminal Illness Rider, you
will pay an additional charge of 0.05%.

Portfolio Company Annual Expenses
(as a percentage of average net assets)

<TABLE>
<CAPTION>
Total Portfolio
Management Other Annual
Fees Expenses Expenses
(After Expense (After Expense (After Expense
Reimbursements) Reimbursements) Reimbursements)
--------------- --------------- ---------------
<S> <C> <C> > <C>
JPVF International Equity Portfolio...................... % % %
JPVF World Growth Stock Portfolio........................ % % %
JPVF Emerging Growth Portfolio........................... % % %
JPVF Capital Growth Portfolio............................ % % %
JPVF Small Company Portfolio............................. % % %
JPVF Growth Portfolio.................................... % % %
JPVF S&P 500 Index Portfolio............................. % % (1) %
JPVF Growth and Income Portfolio......................... % % %
JPVF Balanced Portfolio.................................. % % %
JPVF High Yield Bond Portfolio........................... % % %
JPVF Money Market Portfolio.............................. % % %
MFS Research Series...................................... % % %(2)
MFS Utilities Series..................................... % % %(2)
Oppenheimer Capital Appreciation Fund/VA................. % % %
Oppenheimer Bond Fund/VA................................. % % %
Oppenheimer Strategic Bond Fund/VA....................... % % %
VIP Equity-Income Portfolio.............................. % % %(3)
VIP Growth Portfolio..................................... % % %(3)
VIP II Contrafund Portfolio.............................. % % %(3)
</TABLE>

(1) JPVF S&P 500 Index Portfolio commenced operations on May 1, 2000.
Expenses shown are based on estimated amounts for the current fiscal
year.

(2) The MFS Research and Utilities Series have expense reimbursement
arrangements with the investment advisor. Had no reimbursement
agreement been in place the expense ratio for the MFS Research and MFS
Utilities Series would have been ________% and ________%, respectively.

(3) FMR or the fund has entered into varying arrangements with third
parties who either paid or reduced a portion of the class' expenses.
Without these arrangements, the total annual expenses presented in the
table would have been _____% for VIP II Contrafund Portfolio, _____%
for the VIP Growth Portfolio, and ______% for the VIP Equity-Income
Portfolio.

10
<PAGE>

Examples

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on assets (and assuming the entire Accumulation Value is allocated
to the applicable Variable Sub-account):

1. If you surrender the Policy or if the Policy is annuitized for less than
five years, you would pay the following expenses on a $1,000 investment
assuming a 5% annual return on assets.

<TABLE>
<CAPTION>
1 Year 3 Years
<S> <C> <C>
Variable Sub-accounts:
JPVF International Equity Portfolio............................. $ $
JPVF World Growth Stock Portfolio............................... $ $
JPVF Emerging Growth Portfolio.................................. $ $
JPVF Capital Growth Portfolio................................... $ $
JPVF Small Company Portfolio.................................... $ $
JPVF Growth Portfolio........................................... $ $
JPVF S&P 500 Index Portfolio.................................... $ $
JPVF Growth and Income Portfolio................................ $ $
JPVF Balanced Portfolio......................................... $ $
JPVF High Yield Bond Portfolio.................................. $ $
JPVF Money Market Portfolio..................................... $ $
MFS Research Series (1)......................................... $ $
MFS Utilities Series (1)........................................ $ $
Oppenheimer Capital Appreciation Fund/VA........................ $ $
Oppenheimer Bond Fund/VA........................................ $ $
Oppenheimer Strategic Bond Fund/VA.............................. $ $
VIP Equity-Income Portfolio (2)................................. $ $
VIP Growth Portfolio (2)........................................ $ $
VIP II Contrafund Portfolio (2)................................. $ $
</TABLE>

(1) The MFS Research and Utilities Series have expense reimbursement
arrangements with the investment advisory. Had no reimbursement agreement been
in place the expenses would have been $___ and $_____, respectively, after one
year and $____ and $____, and $________respectively, after three years.

(2) FMR or the fund has entered into varying arrangements with third parties who
either paid or reduced a portion of the class' expenses. Without these
arrangements, the expenses for the Equity-Income Portfolio, Growth Portfolio and
Contrafund Portfolio would have been $____, $____, and $____, after one year and
$___, $____ and $_____after three years.

2. If you annuitize for a period of five years or greater, or do not surrender
the Policy, you would pay the following expenses on a $1,000 investment assuming
a 5% annual return on assets:

<TABLE>
<CAPTION>
1 Year 3 Years
<S> <C> <C>
Variable Sub-accounts:

JPVF International Equity Portfolio............................. $ $
JPVF World Growth Stock Portfolio............................... $ $
JPVF Emerging Growth Portfolio.................................. $ $
JPVF Capital Growth Portfolio................................... $ $
JPVF Small Company Portfolio.................................... $ $
JPVF S&P 500 Index Portfolio ................................... $ $
JPVF Growth Portfolio........................................... $ $
JPVF Growth and Income Portfolio................................ $ $
JPVF Balanced Portfolio......................................... $ $
JPVF High Yield Bond Portfolio.................................. $ $
JPVF Money Market Portfolio..................................... $ $
MFS Research Series (1)......................................... $ $
MFS Utilities Series (1)........................................ $ $
Oppenheimer Capital Appreciation Fund/VA........................ $ $
Oppenheimer Bond Fund/VA........................................ $ $
Oppenheimer Strategic Bond Fund/VA.............................. $ $
VIP Equity-Income Portfolio (2)................................. $ $
VIP Growth Portfolio (2)........................................ $ $
VIP II Contrafund Portfolio (2)................................. $ $
</TABLE>

We have included the above table and examples to assist you in understanding the
costs and expenses that you will bear directly or indirectly, by investing in
the Separate Account. The table reflects expenses of the Separate Account as
well as the Portfolios. However, the examples do not take into account any
premium taxes you may pay and they assume that you have not elected either of
the optional Enhanced Death Benefit options or the Extended Care Confinement &
Terminal Illness Rider. For additional information you should read "Charges and
Deductions" in the Prospectus and the section on expenses in the Prospectus for
each underlying Portfolio.

11
<PAGE>

allocation options
- --------------------------------------------------------------------------------

You may allocate your premium payments to the 19 Variable Sub-accounts of the
Separate Account, to the three Interest Rate Guarantee Periods of the Guaranteed
Interest Account, or to a combination of these allocation options. These
allocation options may not be available in all states. Over the life of your
Policy, you are currently limited to allocating your premium payments to no more
than 15 of the Variable Sub-accounts in existence now or in the future. We
reserve the right to modify this limitation in the future. There is no
guaranteed or minimum Surrender Value for any premium payments or amounts
allocated to any Variable Sub-account.

Separate Account Investments

The Separate Account currently is divided into 19 Variable Sub-accounts. We
reserve the right to add, consolidate or remove Variable Sub-accounts. Each
Variable Sub-account reflects the investment performance of a specific
underlying Portfolio. Currently, 11 Variable Sub-accounts invest in shares of
the Jefferson Pilot Funds, two Variable Sub-accounts invest in shares of the
Variable Insurance Products Fund (VIP), one Variable Sub-account invests in
shares of the Variable Insurance Products Fund II (VIP II), two Variable
Sub-accounts invest in shares of the MFS Funds and three Variable Sub-accounts
invest in shares of the Oppenheimer Funds. JPVF, the VIP Funds, MFS Variable
Insurance Trust and Oppenheimer Variable Account Funds are open-end management
investment companies and, with the exception of the MFS Utilities Fund and JPVF
International Equity Portfolio, all of the Portfolios available under the
Policies are diversified. Each Portfolio is managed by a registered investment
advisor.

The investment advisor for JPVF is Jefferson Pilot Investment Advisory
Corporation (formerly known as "Chubb Investment Advisory Corporation").
Jefferson Pilot Investment Advisory Corporation has contracted with eight
unaffiliated companies to act as sub-investment managers to the Jefferson Pilot
Funds. These sub-investment managers are shown in the table below.

The investment advisor for VIP and VIP II is Fidelity Management & Research
Company ("FMR"). FMR has entered into sub-advisory agreements with Fidelity
Management & Research (U.K.) Inc. and Fidelity Management & Research Far East
Inc. to provide sub-advisory services to the Contrafund Portfolio.

The investment advisor for the MFS Variable Insurance Trust is Massachusetts
Financial Services Company ("MFS").

The investment advisor for the Oppenheimer Variable Account Funds is
OppenheimerFunds, Inc.

The investment objective and manager of each Portfolio is as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
EQUITY PORTFOLIO CHOICES
- ------------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME OBJECTIVE MANAGER
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
JPVF Growth Portfolio Capital growth by investing primarily in equity securities Strong Capital Management, Inc.
that the Sub-Investment Manager believes have above-average
growth prospects.
- ------------------------------------------------------------------------------------------------------------------------------------
JPVF International Equity Portfolio Long-term growth of capital through investments in securities Lombard Odier International
whose primary trading markets are outside the United States. Portfolio Management Limited
- ------------------------------------------------------------------------------------------------------------------------------------
JPVF Capital Growth Portfolio Seeks capital growth. Realization of income is not a Janus Capital Corporation
significant investment consideration and any income realized
will be incidental.
- ------------------------------------------------------------------------------------------------------------------------------------
JPVF Small Company Portfolio Seeks growth of capital. The Portfolio pursues its objective Lord, Abbett & Company
by investing primarily in a diversified portfolio of equity
securities issued by small companies.
- ------------------------------------------------------------------------------------------------------------------------------------
JPVF Emerging Growth Portfolio Long-term growth of capital. Dividend and interest income MFS
from portfolio securities, if any, is incidental to the
Portfolio's investment objective of long term growth.
- ------------------------------------------------------------------------------------------------------------------------------------
JPVF World Growth Stock Portfolio Long-term capital growth through a policy of investing Templeton Global Advisors,
primarily in stocks of companies organized in the U.S. Limited
or in any foreign nation. A portion of the Portfolio may
also be invested in debt obligations of companies and
governments of any nation. Any income realized will be
incidental.
- ------------------------------------------------------------------------------------------------------------------------------------
JPVF S&P 500 Index Portfolio Seeks investment results that correspond to the total Barclays Global Investors
return of common stocks publicly traded in the United
States, as represented by the S&P 500(R).
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Research Seeks to provide long-term growth of capital and future MFS
income.
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Utilities Seeks capital growth and current income (income above that MFS
available from a portfolio invested entirely in equities
securities).
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Capital Appreciation Seeks to achieve capital appreciation by investing in OppenheimerFunds, Inc.
Fund/VA securities of well-known established companies.
- ------------------------------------------------------------------------------------------------------------------------------------
VIP Growth Portfolio Seeks to achieve capital appreciation. FMR
- ------------------------------------------------------------------------------------------------------------------------------------
VIP II Contrafund Portfolio Seeks long-term capital appreciation. FMR
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

12
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
FIXED INCOME PORTFOLIO CHOICES
- ------------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME OBJECTIVE Manager
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
JPVF High Yield Bond Portfolio High level of current income by investing primarily in MFS
corporate obligations with emphasis on higher yielding,
higher risk, lower-rated or unrated securities.
- ------------------------------------------------------------------------------------------------------------------------------------
JPVF Money Market Portfolio Seeks to achieve as high a level of current income as is MFS
consistent with preservation of capital and liquidity.
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Bond Fund/VA Seeks a high level of current income. As a secondary OppenheimerFunds Inc.
objective, seeks capital growth when consistent with its
primary objective.

- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund/VA Seeks a high level of current income principally derived OppenheimerFunds Inc.
from interest on debt securities and to enhance such
income by writing covered call options on debt securities.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

"Standard & Poor's(R)", "S&P(R)", "S&P500(R)", "Standard & Poor's 500", and
"500" are trademarks of The McGraw-Hill Companies, Inc. and have been licensed
for use by ________________________. The Product is not sponsored, endorsed,
sold or promoted by Standard & Poor's and Standard & Poor's makes no
representation regarding the advisability of investing in the Product.

An investment in the JPVF Money Market Portfolio is neither insured nor
guaranteed by the U.S. Government or the FDIC or any other agency.

* * *

We do not promise that the Portfolios will meet their investment objectives.
Amounts you have allocated to Variable Sub-accounts may grow in value, decline
in value, or grow less than you expect, depending on the investment performance
of the Portfolios in which those Variable Sub-accounts invest. You bear the
investment risk that those Portfolios will not meet their investment objectives.
You should carefully review their prospectuses before allocating amounts to the
Variable Sub-accounts of the Separate Account.

Mixed and Shared Funding: Conflicts of Interest

Shares of the Portfolios are available to insurance company separate accounts
which fund variable annuity and variable life insurance policies, including the
Policy described in the Prospectus. Shares of the Portfolios are offered to
separate accounts of both affiliated and unaffiliated insurance companies. It is
conceivable that, in the future, it may not be advantageous for variable life
insurance separate accounts and variable annuity separate accounts to invest in
these Portfolios simultaneously, since the interests of such owners may differ.
Although neither the Company nor the Portfolios currently foresee any such
disadvantages either to variable life insurance or variable annuity owners, each
Portfolio's Board of Trustees/Directors has agreed to monitor events in order to
identify any material irreconcilable conflicts which may possibly arise and to
determine what action, if any, should be taken in response thereto. If such a
conflict were to occur, one of the separate accounts might withdraw its
investment in a Portfolio. This might force that Portfolio to sell portfolio
securities at disadvantageous prices.

The Guaranteed Interest Account

Premium payments allocated to the Guaranteed Interest Account and transfers to
the Guaranteed Interest Account are not part of the Separate Account. Rather,
the Guaranteed Interest Account is guaranteed by our general account which
supports our insurance and annuity obligations. Interests in the Guaranteed
Interest Account have not been registered with the SEC in reliance upon
exemptions under the Securities Act of 1933 and the Guaranteed Interest Account
has not been registered as an investment company under the Investment Company
Act of 1940 ("1940 Act"). However, disclosures about the Guaranteed Interest
Account may be subject to certain generally applicable provisions of the Federal
securities laws relating to the accuracy and completeness of statements made in
prospectuses. Disclosure in this Prospectus relating to the Guaranteed Interest
Account has not been reviewed by the SEC.

Within the Guaranteed Interest Account, we currently offer three Interest Rate
Guarantee Periods, lasting for one, three, and five years. The Guaranteed
Interest Account, or certain of the Interest Rate Guarantee Periods, may not be
available in all states. We will credit interest at a specified Guaranteed
Interest Rate on premium payments you allocate and amounts you transfer to the
Guaranteed Interest Account.

The actual credited rate will be the interest rate in effect on the day that
premium payments are allocated or amounts are transferred to the Guaranteed
Interest Account. All interest rates are stated as annual effective yields. The
interest rate for new money allocated to the Guaranteed Interest Account will
reset periodically. Interest rates are set at the Company's sole discretion, but
will never be less than an annual effective yield of 3.0%. There is no specific
formula for determining the Guaranteed Interest Rate. Some of the factors that
we may consider in determining the Guaranteed Interest Rate are: general
economic trends, rates of return currently available and anticipated on our
investments; expected investment yields; regulatory and tax requirements; and
competitive factors.

13
<PAGE>

Amounts you allocate to the Guaranteed Interest Account may be subject to an MVA
upon a withdrawal, transfer or annuitization requested 31 days or more prior to
the end of the Interest Rate Guarantee Period. The MVA will never reduce the
return on amounts allocated to the Guaranteed Interest Account to less than 3.0%
per year before any applicable Withdrawal Charge. Because of this adjustment and
for other reasons, the amount you receive upon withdrawal or the amount applied
to a transfer or annuitization may be more or less than the Guaranteed Interest
Account Value at the time of the transaction.

You may elect to have your premium payments allocated to the Interest Rate
Guarantee Periods at any time. In addition, you may transfer all or part of the
Separate Account Value to one or more of the Interest Rate Guarantee Periods
prior to the Maturity Date.

Market Value Adjustment

The proceeds of a withdrawal or transfer made from the three or five year
Interest Rate Guarantee Period of the Guaranteed Interest Account 31 days or
more prior to the end of the Interest Rate Guarantee Period will be increased or
decreased by the application of the MVA. Where applicable, the MVA is applied to
the Guaranteed Interest Account Value. No MVA is applied to any withdrawal or
transfer made during the last 30 days of the Interest Rate Guarantee Period.

The MVA will reflect the relationship between (a) the interest rate for the
Guaranteed Interest Account then currently available for the period of time
which most closely approximates the duration remaining in the Interest Rate
Guarantee Period from which the withdrawal, or transfer is made, and (b) the
Guaranteed Interest Rate applicable to the Interest Rate Guarantee Period from
which the withdrawal or transfer is made at the time of the transaction. For
purposes of calculating (a) above, fractional years will be rounded to the
nearest month and the interest rate will be calculated using linear
interpolation.

Generally, if your Guaranteed Interest Rate does not exceed the applicable
currently available interest rate by at least 0.4%, then the application of the
MVA will reduce the proceeds of a withdrawal or transfer. Similarly, if your
Guaranteed Interest Rate exceeds the applicable currently available interest
rate by more than 0.4%, the application of the MVA will increase the proceeds of
a withdrawal or transfer.

For example, assume that an Owner selects an initial Interest Rate Guarantee
Period of five years and the Guaranteed Interest Rate for that duration is 8%
per annum, and, at the end of four years, the Owner makes a Partial Withdrawal.
If the currently available interest rate for the one year Interest Rate
Guarantee Period is then 6%, the MVA will be positive and will increase the
proceeds. On the other hand, if the currently available interest rate for the
one year Interest Rate Guarantee Period is higher than the Guaranteed Interest
Rate, for example 10%, the application of the MVA will cause a decrease in the
amount payable.

The formula for calculating the MVA is set forth in Appendix II to this
Prospectus, which contains illustrations of the application of the MVA.

The MVA will never reduce the return on amounts allocated to the Interest Rate
Guarantee Periods below 3.0% per year.

The allegiance advisor variable annuity policy
- --------------------------------------------------------------------------------

The Allegiance Advisor Variable Annuity Policy (the "Policy") is an individual
flexible premium deferred variable annuity policy. You may purchase the Policy
on a non-qualified basis ("Non-Qualified Policy"). You may also purchase the
Policy in connection with retirement plans or individual retirement accounts
that qualify for favorable Federal income tax treatment ("Qualified Policy").
The Policy is designed to aid you in long-term financial planning.

Application and Issuance of Policies

Before we will issue a Policy, we must receive a completed application and an
initial premium payment of at least $50,000. We reserve the right to reject any
application or premium payment. For a Non-Qualified Policy, you (or the
Annuitant, if you are not the Annuitant) must be age 90 or younger. You must be
age 80 or younger for certain types of Qualified Policies. The Policy is not
available in all states.

If you properly complete the application and it can be accepted in the form
received, your initial premium payment, minus any applicable premium tax, will
be credited to the Accumulation Value within two business days after the later
of our receipt of the application or our receipt of the initial premium payment
at our Variable Annuity Service Center. If we cannot credit the initial premium
payment to the Separate Account because the application or other issuing
requirements are incomplete, we will contact you within five business days and
give an explanation for the delay. We will return the initial premium payment to
you at that time unless you permit us to keep the initial premium payment and
credit it as soon as the necessary requirements are fulfilled. In that event, we
will credit the initial premium payment, minus any applicable premium tax, to
the Accumulation Value within two business days of the application's completion.

Your Policy will become effective on the date we credit the initial premium
payment, minus any applicable premium tax, to the Accumulation Value.

14
<PAGE>

Free Look Period

In order to cancel the Policy you must deliver or mail a written notice to our
Variable Annuity Service Center, or to your registered representative from whom
you purchased the Policy, and return the Policy. Your cancellation will be
effective upon being postmarked, properly addressed and postage paid. The Policy
will then be void as if it had never been issued.

The amount of your refund will depend on the state in which your Policy was
issued. In most states we will pay you an amount equal to the Accumulation Value
on the date we receive the Policy from you. We will not deduct any Withdrawal
Charges or administrative charges that would otherwise apply. The Accumulation
Value at that time may be more or less than your premium payments. In some
states we are required to refund your premium payments minus any Partial
Withdrawals you may have already made from your Policy. If your Policy is issued
in one of the states where we are required to refund your premium payments, the
amount of your refund may be more or less than your Accumulation Value at that
time.

Premium Payments

You should make all premium payments, checks, or electronic fund transfers
payable to Jefferson Pilot Financial Insurance Company and they should be sent
to our Variable Annuity Service Center. We will provide you with a confirmation
of each transaction. Your premium payments may be made directly on a flexible
basis or through the systematic investment program on a monthly or quarterly
basis. For certain qualified plans, premium payments may be made through a group
billing or payroll deduction arrangement on a periodic basis.

Initial Premium Payment. The minimum initial premium payment is currently
$50,000. We reserve the right to increase or decrease this amount for Policies
issued after some future date. The initial premium payment is the only premium
payment required to be paid under a Policy. The maximum initial premium payment
that we currently accept without our prior approval is $1,000,000 if you are age
65 or younger and $500,000 if you are over age 65.

Additional Premium Payments. Prior to the Maturity Date and before a Death
Benefit has become payable, you may make additional premium payments at any
interval. The minimum additional premium payment under the Policy is $5,000. We
reserve the right to limit the sum of premium payments and transfers to the
Guaranteed Interest Account to $25,000 during any 12 month period. Total premium
payments under the Policy may not exceed $1,000,000 without our prior approval.
Additional premium payments will be credited to Accumulation Value as of the
Valuation Period during which they are received at our Variable Annuity Service
Center.

Allocation of Premium Payments. We will allocate your premium payments among the
Variable Sub-accounts as specified in your application. If you fail to specify
how premium payments are to be allocated, the application cannot be accepted.
You must allocate premium payments to one or more Variable Sub-accounts or
Interest Rate Guarantee Periods, or some combination thereof in whole
percentages (totaling 100%). Any allocation to a Variable Sub-account must be at
least $50 and at least 5% of a premium payment. Any allocation to an Interest
Rate Guarantee Period of the Guaranteed Interest Account must be at least
$1,000.

The allocation specified in the application will continue to be used for
additional premium payments unless you request a change of allocation. You may
change the allocation instructions for premium payments any time before the
Maturity Date by sending a Request to our Variable Annuity Service Center. You
must specify your new allocation choices. The allocation change will apply to
premium payments received with or after the Request.

Payment Not Honored by Bank. Any payment due under the Policy which is derived,
all or in part, from any amount paid to us by check or draft may be postponed
until we determine that the instrument has been honored.

Accumulation Value

On the Policy Date, your Accumulation Value equals your initial premium payment
minus any applicable charge for premium taxes. Thereafter, on any day on or
before your Maturity Date, your Accumulation Value equals the sum of the
Separate Account Value and the Guaranteed Interest Account Value.

Your Accumulation Value will increase by:
o any additional premium payments we receive;
o any increases in the Accumulation Value due to investment results of the
Variable Sub-accounts you have selected;
o interest credited to the Guaranteed Interest Account.

Your Accumulation Value will decrease by:
o any Partial or Full Withdrawals, including applicable charges;
o any decreases in your Accumulation Value due to investment results of the
Variable Sub-accounts you have selected;
o the Mortality and Expense Risk Charge, the Administrative Expense Charge, and
any applicable Transfer Charge;
o any charge for premium taxes, when applicable;

o any charges for an Optional Enhanced Death Benefit or Optional Extended Care
Confinement & Terminal Illness Rider, if elected.

We will inform you of your Accumulation Value upon request.

Your Accumulation Value is expected to change from Valuation Period to Valuation
Period. A Valuation Period is the period between successive Valuation Days. A
Valuation Day is any day that the New York Stock Exchange is open for trading.
Holidays are generally not Valuation Days.

Separate Account Accumulation Unit Value. When you allocate a premium payment or
transfer an amount to a

15
<PAGE>

Variable Sub-account, it is credited to the Separate Account Value in the form
of Accumulation Units. Each Variable Sub-account has a distinct Accumulation
Unit value. The number of units credited is determined by dividing the portion
of the premium payment (minus any applicable charge for premium taxes we deduct
at such time) or amount transferred by the dollar value of one Accumulation Unit
of the Variable Sub-account as of the end of the Valuation Period during which
the allocation or transfer is made. When amounts are transferred out of, or
withdrawn from, a Variable Sub-account, Accumulation Units are canceled or
redeemed in a similar manner.

We will determine the Separate Account Value on every Valuation Day. For each
Variable Sub-account, the Accumulation Unit value for a given Valuation Period
is based on the net asset value of a share of the corresponding Portfolio.
Therefore, the Accumulation Units will fluctuate in value from day to day based
on the investment experience of the corresponding Portfolio and the Separate
Account Value will increase or decrease to reflect the investment performance of
the corresponding Portfolio. The Separate Account Value also reflects expenses
borne by the Portfolios and the deduction of certain charges. The determination
of Variable Sub-account Accumulation Unit values is described in detail in the
Statement of Additional Information.

Minimum Accumulation Value. A minimum Accumulation Value of $2,000 must be
maintained during the Pay-in Period. If you fail to maintain the minimum
Accumulation Value and no premium payments have been made in the past two years,
then we may cancel the Policy and return the Accumulation Value minus any
applicable fees to you in one lump sum. We will send a 90 day notice to you at
the most current address you have given us before we cancel your Policy. If you
make sufficient premium payments to restore the Accumulation Value to at least
the minimum Accumulation Value within 90 days of the date of notice, the Policy
will not be canceled.

Transfers

You can transfer Accumulation Value to or from Interest Rate Guarantee Periods
of the Guaranteed Interest Account and/or any Variable Sub-account of the
Separate Account, within certain limits, as described below. We reserve the
right to restrict the transfer privilege in any way. We must receive your
transfer request at our Variable Annuity Service Center before we effect your
transfer.

We only make transfers on days when we and the New York Stock Exchange are open
for business. If we receive your request on one of those days, we will make the
transfer that day. Otherwise, we will make the transfer on the first subsequent
day on which we and the New York Stock Exchange are open.

Transfers during the Pay-in Period are subject to the following provisions:

o There is no limit to the number of transfers that can be made.
o No fee is imposed on the first 12 transfers in each Policy Year during
the Pay-in Period, but a fee equal to $10 may be imposed for each
transfer in excess of 12 during any Policy Year. Although we reserve the
right to impose the $10 fee, we currently have no plans to do so. We
will provide at least 30 days notice of our intention to impose such a
fee.
o If, after a transfer, the remaining Guaranteed Interest Account Value of
the Interest Rate Guarantee Period from which the transfer was made is
less than $1,000 we may include that remaining value as part of the
transfer.
o If, after a transfer, the remaining Separate Account Value in the
Variable Sub-account from which the transfer was made is less than $250,
we may include that remaining Separate Account Value as part of the
transfer.
o The minimum amount you may transfer among the Variable Sub-accounts is
$250 or the entire Separate Account Value remaining in the Investment
Option.
o The minimum amount that may be transferred to or from an Interest Rate
Guarantee Period of the Guaranteed Interest Account is $1,000.
o Transfers from an Interest Rate Guarantee Period that are made within 30
days of the end of the Interest Rate Guarantee Period are not subject to
an MVA . All other transfers from Interest Rate Guarantee Periods are
subject to an MVA, if applicable.

During the Pay-out Period, under any variable payment option, you (whether
you are the Annuitant or not) may transfer Separate Account Value among
Variable Sub-accounts, subject to the following provisions:

o There is no limit to the number of transfers that can be made.
o No fee is imposed on the first 12 transfers in each Policy Year during
the Pay-out Period, but there may be a charge of $10 for each transfer
in excess of 12 during any Policy Year. We reserve the right to charge
the fee, however, we currently have no plans to do so. We will provide
at least 30 days notice of our intention to impose the fee.
o If, after a transfer, the remaining Separate Account Value in the
Variable Sub-account from which the transfer was made is less than $250,
we may include that remaining Separate Account Value as part of the
transfer.
o The minimum amount you may transfer from a Variable Sub-account is $250
or the entire Separate Account Value remaining in the Variable
Sub-account.

16
<PAGE>

Transfers between Variable Sub-accounts during the Pay-out Period will be
processed based on the formula outlined in the Statement of Additional
Information (see "Pay-out Period Transfer Formulas").

No transfers of amounts applied to a fixed payment option are permitted.

Telephone Transfers and Reallocations. You, your authorized representative or a
member of your representative's administrative staff may request transfers by
telephone of Accumulation Value or reallocation of premium payments (including
allocation changes pursuant to existing Dollar Cost Averaging and Automatic
Rebalancing programs), provided we have received the appropriate authorization
form. You will be asked to provide us with personal identification information
at the time of your request. Although our procedures are reasonably designed to
reduce the risk of unauthorized telephone transfers or allocation changes, there
still exists some risk. Neither the Company, Jefferson Pilot Variable
Corporation, nor any of their affiliates are liable for any loss resulting from
unauthorized telephone transfers or allocation changes if the procedures have
been followed, and you bear the risk of loss in such a situation.

Dollar Cost Averaging

Under our Dollar Cost Averaging ("DCA") program, you can instruct us to
automatically transfer a specified dollar amount from any Variable Sub-account
to one or more of the other Variable Sub-accounts. The program is not available
in connection with transfers from or to the Interest Rate Guarantee Periods of
the Guaranteed Interest Account. The automatic transfers can occur monthly or
quarterly, and the amount transferred each time must be at least $50. At the
time the program begins, your Policy must have a minimum value of $5,000.

DCA, an investment method which provides for regular, level investments over
time, results in the purchase of more Accumulation Units when the Accumulation
Unit Value is low, and fewer Accumulation Units when the Accumulation Unit Value
is high. DCA generally helps reduce the risk of purchasing when market prices
are high and selling when market prices are low. DCA transfers from a Variable
Sub-account investing in a Portfolio with a stabilized net asset value like the
JPVF Money Market Portfolio will generally reduce the average total cost of
indirectly purchasing Portfolio shares because a greater number of shares will
be purchased when the share prices are higher. However, there is no guarantee
that the DCA program will result in a higher Accumulation Value, protect against
loss, or otherwise be successful. In addition, DCA transfers from a Variable
Sub-account that invests in a Portfolio that does not maintain a stabilized net
asset value may have the effect of reducing the average price of the Portfolio
share being redeemed.

If your Policy was issued in a state where we are required to return your
premium payments if you cancel your Policy during the Free Look Period, we
reserve the right to delay commencement of DCA transfers until the expiration of
the Free Look Period. If the premium payments that are to be used for your DCA
program will be sent to us at different times, we will hold the funds in the
JPVF Money Market Sub-account until we have received all of the payments.

You can elect the DCA program when purchasing the Policy or at a later date.
Your election can specify that only a certain number of transfers will be made,
in which case the program will terminate when that number of transfers has been
made. Otherwise, the program will terminate when the amount in the Variable
Sub-account equals $250 or less. At any one time, you are allowed to participate
in only one DCA program. There is no charge for this program. Transfers made as
part of the DCA program do not count toward the 12 free transfers that you are
permitted annually under the Policy.

Automatic Rebalancing

An automatic rebalancing program is also available to you. This program provides
a method for re-establishing fixed proportions between selected Variable
Sub-accounts on a systematic basis. Under this program, the allocation between
Variable Sub-accounts will be automatically readjusted to the desired
allocation, subject to a minimum of 5% per Variable Sub-account, on a quarterly
or annual basis. Transfers made as a result of this program do not count toward
the 12 free transfers that you are permitted annually under the Policy. There is
currently no fee charged for participation in this program. This program does
not guarantee profits nor protect against losses.

You may not elect to have DCA and Automatic Rebalancing at the same time. The
applicable authorization form must be on file with us before either program may
begin. We reserve the right to modify the terms and conditions of these programs
upon 30 days advance notice to you.

17
<PAGE>

distributions under the policy
- --------------------------------------------------------------------------------

Withdrawals

Prior to the Maturity Date, you may withdraw all (a "Full Withdrawal") or a
portion (a "Partial Withdrawal") of the Surrender Value in exchange for a cash
payment from us by sending a signed Request to our Variable Annuity Service
Center. The Surrender Value is the Accumulation Value plus or minus any MVA,
minus any applicable Withdrawal Charge and minus any applicable charge for
premium taxes payable by us and not previously deducted.

The proceeds payable upon a Partial Withdrawal will be the Partial Withdrawal
amount requested, increased or decreased by any applicable MVA and then
decreased by any applicable Withdrawal Charge and any applicable premium taxes
payable by us and not previously deducted. For Partial Withdrawals, you must
specify the allocation option from which the withdrawal should be taken. If we
do not receive allocation instructions from you, we will allocate the Partial
Withdrawal proportionately among the Variable Sub-accounts and the Guaranteed
Interest Account in the same proportions as you have instructed us to allocate
your premium payments.

No MVA is imposed on Full or Partial Withdrawals made from an Interest Rate
Guarantee Period during the last 30 days of the Interest Rate Guarantee Period.

The minimum amount that you can withdraw is $250 ($1,000 if the withdrawal is
from any Interest Rate Guaranteed Period of the Guaranteed Interest Account)
unless we agree otherwise or unless a smaller amount is required to comply with
the Code. Qualified Policies may be subject to required minimum distribution
requirements. (See "Certain Federal Income Tax Consequences.") In addition,
following any Partial Withdrawal, your remaining Accumulation Value must be at
least $2,000. If the processing of your Partial Withdrawal request would result
in a remaining Accumulation Value of less than $2,000, we may treat your Partial
Withdrawal request as a request for a Full Withdrawal of your Policy, and you
will receive the Surrender Value. Following payment of the Surrender Value, your
Policy will be canceled. If the amount requested to be withdrawn from an
allocation option is greater than the portion of the Accumulation Value
attributable to that allocation option, we will pay you the entire portion of
the Accumulation Value attributable to that allocation option, plus or minus any
MVA, minus any Withdrawal Charge and minus any charge for applicable premium
taxes payable by us and not previously deducted.

The Separate Account Value remaining in any Variable Sub-account immediately
following a Partial Withdrawal must be at least $250. The Guaranteed Interest
Account Value remaining in an Interest Rate Guarantee Period immediately
following a Partial Withdrawal must be at least $1,000. If the processing of
your withdrawal request would result in Separate Account Value remaining in a
Variable Sub-account of less than $250 or Guaranteed Interest Account Value
remaining in an Interest Rate Guarantee Period of less than $1,000, we may treat
your withdrawal request as a request for withdrawal of the entire Separate
Account Value remaining in the relevant Variable Sub-account or the entire
Guaranteed Interest Account Value remaining in the relevant Interest Rate
Guarantee Period.

You may surrender your entire Policy at any time prior to the Maturity Date by
sending a Request for a Full Withdrawal to our Variable Annuity Service Center.
All of your rights and those of the Annuitant will terminate following a Full
Withdrawal or at any time Partial Withdrawals reduce your Accumulation Value to
zero. After the Maturity Date, no Full Withdrawal or Partial Withdrawal is
permitted. (See "Payment Options.")

Full and Partial Withdrawals will be processed using the Separate Account Value
for the Valuation Period during which your Request for Full or Partial
Withdrawal is received at our Variable Annuity Service Center. We will pay all
Partial Withdrawals requests to you or to any other Payee that you designate
within five business days (unless you choose a later date) following receipt of
your request and all requirements necessary to process the Request at our
Variable Annuity Service Center, except as follows:

o Guaranteed Interest Account--We reserve the right, when permitted by
law, to defer payment of any Full or Partial Withdrawal from the
Interest Rate Guarantee Periods for up to six months. If payment is
deferred for 30 days or more we will credit the deferred amount with
interest required by law.

o Separate Account--We reserve the right to defer the payment of any Full
or Partial Withdrawal from the Separate Account as permitted by the 1940
Act. Such a delay may occur because:

o the New York Stock Exchange is closed for trading (other than
usual weekend or holiday closing);

o the SEC determines that a state of emergency exists; or

o an order or pronouncement of the SEC permits a delay for your
protection.

In addition, a premium payment amount is not available to satisfy a Full or
Partial Withdrawal until the check or other instrument by which such premium
payment was made has been honored.

Full and Partial Withdrawals (including systematic withdrawals described below)
may be taxable and a penalty tax may apply prior to age 59-1/2. (See "Certain
Federal Income Tax Consequences.")

18
<PAGE>

Systematic Withdrawal Plan

Under the Systematic Withdrawal Plan, you can instruct us to make automatic
withdrawal payments to you monthly, quarterly, semi-annually or annually from a
specified Variable Sub-account. In order to receive monthly payments, your
Accumulation Value must be at least $20,000. In order to receive quarterly,
semi-annual or annual payments, your Accumulation Value must be at least
$10,000. The request for systematic withdrawal must specify a date for the first
payment, which must be at least 30 but not more than 90 days after the form is
submitted. Withdrawal Charges will not apply to the withdrawal of earnings on
your premium payments or to the first 10% of aggregate premium payments
(determined at the time of the withdrawal) that is withdrawn during a Policy
Year. Amounts withdrawn in excess of 10% will be subject to any applicable
Withdrawal Charge. Systematic withdrawals may not be taken from the Guaranteed
Interest Account. Systematic withdrawals may result in certain tax consequences.
(See "Certain Federal Income Tax Consequences.")

Annuity Payments

We will make Annuity Payments beginning on the Maturity Date, provided that the
Policy is in force on that date. The payment option and frequency of Annuity
Payments may not be changed after Annuity Payments begin. Unless you specify
otherwise, the Payee of the Annuity Payments is the Annuitant. The dollar amount
of the payments will depend on numerous factors including the Accumulation Value
on the Maturity Date, the type of Annuity and payment option you elect, the
frequency of payments you elect, and possibly the age and sex of the Annuitant
on the Maturity Date.

Maturity Date. You may select the Maturity Date at the time the application is
completed. You may change the Maturity Date from time-to-time, by submitting a
Request to us, provided that notice of each change is received by our Variable
Annuity Service Center at least 30 days prior to the then-current Maturity Date
along with the written consent of any irrevocable Beneficiaries. The Maturity
Date may not be earlier than the second Policy anniversary date. The latest
Maturity Date which may be elected, unless we otherwise consent, is the
Annuitant's 90th birthday or the tenth Policy anniversary (whichever is later).
If you do not select a Maturity Date, the Maturity Date will be the later of the
tenth Policy anniversary date or the Policy anniversary date on or immediately
following the Annuitant's 70th birthday.

Election of Payment Option. During your lifetime and that of the Annuitant and
prior to the Maturity Date, you may choose a payment option. You may change the
option, but a Request specifying a change of option and the written consent of
any irrevocable Beneficiary must be received by our Variable Annuity Service
Center at least 30 days prior to the Maturity Date. If no election is made at
least 30 days prior to the Maturity Date, payments will be made as an annuity
for the Annuitant's life with Annuity Payments guaranteed for ten years. (See
"Payment Options") You may not change the payment option after the Maturity
Date.

Payment Options

The Policy provides four payment options which are described below. Payment
Option II is offered as either a fixed annuity or a variable annuity. Payment
Options I, III and IV are only available as a fixed annuity. You may elect a
fixed annuity, a variable annuity, or a combination of both. If you elect a
combination, you must specify what part of the Accumulation Value is to be
applied to the fixed and variable payment options. Unless you specify otherwise,
the Guaranteed Interest Account Value will be used to provide a fixed annuity
and the Separate Account Value will be used to provide a variable annuity.
Variable Annuity Payments will be based on the Variable Sub-account(s) that you
select, or on the allocation of the Separate Account Value among the Variable
Sub-accounts.

If the amount of the Annuity Payments will depend on the age and sex of the
Annuitant, the Payee must be the Annuitant and we reserve the right to ask for
satisfactory proof of the Annuitant's age and sex. If Annuity Payments are
contingent upon the survival of the Annuitant, we may require evidence
satisfactory to us that the Annuitant is living. We may delay making payments
until satisfactory proof is received.

On the Maturity Date, the sum of:

o the Guaranteed Interest Account Value plus or minus any applicable MVA, and
o the Separate Account Value;
o minus any premium taxes, payable by us and not previously deducted,
will be applied to provide for Annuity Payments under the selected payment
option.

A fixed annuity provides for Annuity Payments which will remain constant
pursuant to the terms of the payment option elected. The effect of choosing a
fixed annuity is that the amount of each payment will be set on the Maturity
Date and will not change. The Annuity Payments will be fixed in amount by the
fixed annuity provisions selected and, for some options, the age and sex of the
Annuitant. The fixed annuity payment amounts are determined by applying the
annuity purchase rate specified in the Policy to the portion of the Accumulation
Value allocated to the fixed annuity payment option that you select. However, if
the Company's annuity purchase rates in effect on the Maturity Date would result
in higher Annuity Payments, then those more favorable rates will be used. If a
fixed annuity is selected, the Separate Account Value used to provide the fixed
annuity will be transferred to the general assets of the Company, and may become
subject to the claims of the Company's third party creditors.

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<PAGE>

A variable annuity provides for payments that fluctuate or vary in dollar
amount, based on the investment performance of your selected allocations to one
or more Variable Sub-accounts. The payment option table in the Policy reflects
an assumed interest rate of 3.0%, so if the actual net investment performance of
the Variable Sub-account is less than this rate, then the dollar amount of the
actual variable Annuity Payments will decrease. If the actual net investment
performance of the Variable Sub-account is higher than this rate, then the
dollar amount of the actual variable Annuity Payments will increase. If the net
investment performance exactly equals the 3.0% rate, then the dollar amount of
the actual variable Annuity Payments will remain constant. You should consult
the Statement of Additional Information for more detailed information as to how
we determine variable Annuity Payments.

You may choose to receive Annuity Payments under any one of the payment options
described below. In addition, we reserve the right to offer or to consent to
other plans of payment before the Maturity Date.

Note Carefully: Under Payment Option II (Life Only with no Guaranteed Period) it
would be possible for only one Annuity Payment to be made if the Annuitant were
to die before the due date of the second Annuity Payment; only two Annuity
Payments if the Annuitant were to die before the due date of the third Annuity
Payment; and so forth.

The following payment options are available:

Payment Option I--Income for Fixed Period (Available as a Fixed Annuity Only).
We make periodic payments for the period you have chosen. The fixed period must
be at least five years and cannot be more than 30 years.

Payment Option II--Life Income (Life Only; Life with Guaranteed Period; Life
with Installment Refund). We make payments for as long as the Annuitant lives
(Life Only) with optional guaranteed periods (Life Income with Guaranteed Period
or Life Income with Installment Refund). If the Annuitant dies before all of the
guaranteed payments have been made, we will pay the remaining guaranteed
payments to the Beneficiary. Under this Payment Option, the Payee must be the
Annuitant.

Payment Option III--Interest Only Payments (Available as a Fixed Annuity Only).
For an agreed period of at least five years, we will hold the proceeds and pay
interest at a rate we declare annually at our discretion subject to a guaranteed
minimum rate of 3.0% per year. You may elect to have the interest paid to the
Payee periodically or you can allow the interest to accumulate. At any time
during the period, the annuity proceeds plus any accumulated interest may be
applied under another payment option. You may also choose at the end of the
period to receive the annuity proceeds plus any accumulated interest in a lump
sum or apply it under another payment option.

Payment Option IV--Income of a Fixed Amount (Available as a Fixed Annuity
Only). We will pay proceeds in fixed amounts until the proceeds reach zero. The
payment period must be at least five years.

During the Pay-out Period, you may (whether or not you are the Annuitant), upon
Request, transfer a portion of any Variable Sub-account to another Variable
Sub-account within the Separate Account (See "Transfers"). However, during the
Pay-out Period, no Full or Partial Withdrawals are permitted.

A portion of the entire amount of the Annuity Payments may be taxable as
ordinary income. If, at the time the Annuity Payments begin, we have not
received a proper written election not to have Federal income taxes withheld, we
must by law withhold those taxes from the taxable portion of your Annuity
Payments and pay that amount to the Federal government. (See "Certain Federal
Income Tax Consequences.")

Except as otherwise agreed to by you and the Company, Annuity Payments will be
payable monthly. If your Accumulation Value is less than $2,000 (or an amount
that would provide monthly Annuity Payments of less than $20 under any payment
option) on the Maturity Date, we will pay you a lump sum. We may require proof
from the Payee of the Annuitant's survival as a condition of future payments.

In some states, the Policies offered by this Prospectus contain payment option
tables that provide for different benefit payments to men and women of the same
age. We will use these sex-distinct tables, where permitted, for Non-Qualified
Policies and IRAs. We will use unisex tables for Qualified Policies (other than
IRAs).

Death Benefit

Death of Owner Prior to Maturity Date. If you die before the Maturity Date while
this Policy is in force, we will pay the Beneficiary a Death Benefit. If your
policy has Joint Owners and one of the Joint Owners dies, the surviving Owner
(provided he or she survives the deceased Owner by more than 24 hours) will be
the Beneficiary rather than any other Beneficiary you may have designated.

The Death Benefit is equal to the greatest of:

o the Accumulation Value, minus any taxes payable by us and not previously
deducted;
o the guaranteed minimum death benefit; or
o if elected, the optional enhanced death benefit.

Guaranteed Minimum Death Benefit--The guaranteed minimum death benefit is the
sum of all premium payments minus any Partial Withdrawals.

20
<PAGE>

Optional Enhanced Death Benefit-- You may also elect one of two optional
enhanced death benefit features that provide additional death benefit
guarantees. You must elect an optional enhanced death benefit at the time you
purchase your Policy and you must be less than age 70. And once you elect an
enhanced death benefit you may not change or terminate it.

The optional enhanced death benefits that you may elect are:

Option 1--Under Option 1 the enhanced death benefit is the greater of:

o the sum of all premium payments minus any adjusted Partial Withdrawals,
accumulated with interest at 4.0% per year through the end of the Policy
Year you reach age 75; but in no case more than 200% of all premium
payments minus any Partial Withdrawals; or

o the Accumulation Value on the most recent fifth Policy anniversary
occurring while you are alive and before you reach age 75, plus any
premium payments and minus any adjusted Partial Withdrawals made since
that Policy anniversary.

If you elect this option, we will deduct an additional charge equal to an
effective annual rate of 0.10% of the daily net assets of the Separate Account
for the enhanced death benefit.

Option 2--Under Option 2 the enhanced death benefit is the greatest Accumulation
Value on any Policy anniversary while you are alive and before you reach age 75.

If you elect this option, we will deduct an additional charge equal to an
effective annual rate of 0.15% of the daily net assets of the Separate Account
for the enhanced death benefit.

For purposes of the above, we will use the Accumulation Value as the date we
received due proof of the Owner's or Joint Owner's death and the Beneficiary's
payment option election.

The adjusted Partial Withdrawal amount equals (A) multiplied by (B) where:

(A) is the ratio of the amount of the Partial Withdrawal to the
Accumulation Value on the date of the Partial Withdrawal; and
(B) is the Death Benefit on the date of the Partial Withdrawal.

IRS Required Distribution. Federal tax law requires that if you die before the
Maturity Date, then the entire value of the Policy must generally be distributed
within five years of the date of your death. Special rules may apply to your
spouse. Other rules apply to Qualified Policies. (See "Certain Federal Income
Tax Consequences").

Spousal Continuation of Policy. If you die before the Maturity Date and the
Beneficiary is your surviving spouse, your spouse may choose to not receive the
Death Benefit and may continue the Policy and become the Owner. The excess, if
any, of the Death Benefit over the Accumulation Value will be added to the
Accumulation Value. In this situation, if you were also the Annuitant, your
spouse will become the new Annuitant. If your spouse chooses to continue the
Policy, no Death Benefit will be paid because of your death.

Death of Annuitant Prior to Maturity Date. If you are not the Annuitant and the
Annuitant dies prior to the Maturity Date, you may name a new Annuitant. If no
new Annuitant is named, you become the new Annuitant.

If you are a non-natural person (i.e. a trust or corporation) for purposes of
Code Section 72, then the primary Annuitant's death will be treated as the death
of the Owner and will result in payment of the Death Benefit.

Death of Annuitant on or After Maturity Date. If the Annuitant dies on or after
the Maturity Date while there are remaining guaranteed annuity payments to be
made, we will continue to make the remaining guaranteed annuity payments to only
one of the following, in this order:

o the named Payee, if any and if living
o the Beneficiary, if any and if living
o the Owner, if living, and
o the Owner's estate.

Death of Owner on or After Maturity Date. If you die on or after the Maturity
Date and before the Annuitant while there are remaining guaranteed annuity
payments to be made, we will continue to make the remaining guaranteed annuity
payments to only one of the following, in this order:

o any named Payee, if living
o any Joint Owner, if living
o any Beneficiary, if living, and
o the deceased Owner's estate

Payment of Death Benefit to Beneficiary. Instead of accepting the Death Benefit,
the Beneficiary (after your death) can choose by Request to receive Annuity
Payments based on his or her life expectancy. Payment under any payment option
must be for the life of the Beneficiary or for a number of years that is not
more than the life expectancy of the Beneficiary, at the time of your death (as
determined for Federal tax purposes), and must begin within one year of your
death.

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<PAGE>

Beneficiary

You may name more than one Beneficiary in the application. You may change a
Beneficiary by sending a signed Request, to our Variable Annuity Service Center.
When the Variable Annuity Service Center records the change, it will take effect
as of the date we receive your Request at our Variable Annuity Service Center.
You may designate the amount or percentage of the Death Benefit that each
Beneficiary receives, either in the application or by a signed Request. If you
do not make such a designation, the Death Benefit will be paid in equal shares
to each Beneficiary. We will comply with all state and Federal laws requiring
notification of the change in Beneficiary.

If you die and you have not named a Beneficiary, or your named Beneficiary
predeceased you and you did not name a new Beneficiary, your estate will be the
Beneficiary. If your Policy is owned by Joint Owners and one of the Joint Owners
dies, the surviving Joint Owner will be the deemed Beneficiary provided he or
she survives the deceased Joint Owner by more than 24 hours. Our consent is
needed if you wish to name a Joint Owner that is not your spouse.

Restrictions Under Qualified Policies

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

Restrictions Under Section 403(b) Plans

Section 403(b) of the Code provides for tax-deferred retirement savings plans
for employees of certain non-profit and educational organizations. In accordance
with the requirements of Section 403(b), any Policy used for a 403(b) plan will
prohibit distributions of elective contributions and earnings on elective
contributions except upon death of the employee, attainment of age 59-1/2,
separation from service, disability, or financial hardship. In addition, income
attributable to elective contributions may not be distributed in the case of
hardship.

charges and deductions
- --------------------------------------------------------------------------------

We will make certain charges and deductions under the Policy in order to
compensate us for incurring expenses in distributing the Policy, bearing
mortality and expense risks under the Policy, and administering the Separate
Account and the Policies. We may also deduct charges for transfers, premium
taxes, optional benefits and riders you may elect, and other Federal, state or
local taxes. In addition, certain deductions are made from the assets of the
Portfolios for management fees and expenses.

Withdrawal Charge

Upon a Full or Partial Withdrawal, Withdrawal Charges may apply. Withdrawal
Charges are calculated assuming that earnings are withdrawn first. Earnings
include investment gains on premiums allocated to the Separate Account and
interest credited to premiums allocated to the Guaranteed Interest Account.
Withdrawal Charges will not be imposed on withdrawals of earnings. After all
earnings have been withdrawn, premium payments are deemed to be surrendered in
the order in which they were received. The length of time from receipt of a
premium payment to the time of withdrawal determines the percent of the
Withdrawal Charge. The Withdrawal Charge is assessed as a percentage of the
premium payment withdrawn as follows:

<TABLE>
<CAPTION>
Complete Years
Elapsed Since
Premium Payment Withdrawal Charge
--------------- -----------------
<S> <C>
Less than 1 7%
1 7%
2 6%
3 5%
4 4%
5 0%
</TABLE>

The Withdrawal Charge will not be applied under the following circumstances:

o If you cancel the Policy during the Free Look Period.

o Payment of the Death Benefit.

o On any free withdrawal amount (see below).

o To comply with any minimum distribution requirements of the Code for the
Policy.

22
<PAGE>

o If you selected an optional Extended Care Confinement and Terminal Illness
Rider when you purchased your Policy, and after the first policy Anniversary,
you (1) become confined to a hospital or a state-licensed inpatient extended
care facility for at least 30 consecutive days or (2) are first diagnosed as
suffering from an illness that reduces your life expectancy to 12 months or
less from the date of diagnosis, and you meet all of the conditions contained
in the rider. You may only elect this rider at the time you purchase your
Policy. You will pay a daily charge for this rider. This charge is equal to
an effective annual rate of 0.05% of the daily net assets of the Separate
Account. We reserve the right to terminate this rider if you or any Joint
Owner is changed. Otherwise, once you elect this rider it cannot be changed
or dropped. This rider may not be available in all states.

We will tell you the amount of Withdrawal Charge that would be assessed upon a
withdrawal upon request. More information about how the Withdrawal Charge is
calculated for Full or Partial Withdrawals is in Appendix I.

Free Withdrawal Amount. In addition to a free withdrawal of earnings, you are
entitled to withdraw up to 10% of the aggregate premium payments each year
without a Withdrawal Charge. This free withdrawal amount is equal to 10% of the
aggregate premium payments as of the date of the withdrawal, minus the sum of
free withdrawal amounts previously taken during the Policy Year, and will not be
less than zero. Unused free withdrawal amounts cannot be accumulated and carried
from one Policy Year to the next.

Mortality and Expense Risk Charge

We impose a daily charge as compensation for bearing certain mortality and
expense risks in connection with the Policies. This charge is 0.60% annually of
the daily value of net assets in each Variable Sub-Account. The Mortality and
Expense Risk Charge is reflected in the Accumulation Unit value or Annuity Unit
value for each Variable Sub-account. The Mortality and Expense Risk Charge does
not apply to amounts held in the Guaranteed Interest Account.

Accumulation Values and Annuity Payments are not affected by changes in actual
mortality experience or by actual expenses incurred by the Company. The
mortality risks we assume arise from our Policy obligations to make Annuity
Payments. Thus, you are assured that neither the Annuitant's own longevity nor
an unanticipated improvement in general life expectancy will adversely affect
the Annuity Payments that you will receive under the Policy.

We also bear substantial risk in connection with the Death Benefit. During the
Pay-in Period, we will pay a Death Benefit that could be greater than the
Accumulation Value. Otherwise, the Death Benefit is based on the Accumulation
Value. The Death Benefit is paid without imposition of a Withdrawal Charge or
application of the MVA.

The expense risk we assume is the risk that our actual expenses in administering
the Policy and the Separate Account will exceed the amount we receive through
the Administrative Expense Charge.

Administrative Expense Charge

We deduct a daily charge equal to a percentage of the net assets in each
Variable Sub-account for administering the Separate Account. The effective
annual rate of this charge is 0.15% of the daily value of net assets in each
Variable Sub-account. We guarantee that the amount of this charge will not
increase. The Administrative Expense Charge does not apply to any amounts held
in the Guaranteed Interest Account.

Optional Enhanced Death Benefit Charges

You will pay an additional charge if you elect to purchase one of our two
optional enhanced death benefit options. If you choose Option 1, you will pay an
additional charge equal to an effective annual rate of 0.10% of the daily net
assets of the Separate Account. If you choose Option 2, you will pay an
additional charge equal to an effective annual rate of 0.15% of the daily net
assets of the Separate Account.

Optional Extended Care Confinement & Terminal Illness Rider Charge

You will pay an additional charge equal to an effective annual rate of 0.05% of
the daily net assets of the Separate Account if you elect this rider.

Transfer Charge

We may impose a fee equal to $10 for each transfer in excess of 12 during any
Policy Year. Although we reserve the right to impose a $10 fee, we currently
have no plans to do so.

23
<PAGE>

Premium Taxes

We may be required to pay premium taxes in certain states. Depending upon
applicable state law, we will deduct the premium taxes if we are required to pay
them. This may occur, for example, at the time you pay a premium or make a Full
or Partial Withdrawal or when the Policy reaches the Maturity Date or a Death
Benefit is paid. We may elect to defer the deduction of Policy premium taxes
that would otherwise be deducted from premium payments until a later time.
Premium taxes currently range from 0.0% to 3.5% of premium payments or
Accumulation Value. However, a state may change its premium tax rate at some
future date.

Federal, State and Local Taxes

No charges are currently imposed for Federal, state, or local taxes other than
state premium taxes. However, we reserve the right to deduct charges in the
future for such taxes or other economic burden resulting from the application of
any tax laws that we determine to be attributable to the Policies.

Other Expenses Including Investment Advisory Fees

You indirectly bear the charges and expenses of the Portfolios whose shares are
held by the Variable Sub-accounts to which you allocate your Accumulation Value.
The net assets of each Portfolio will reflect deductions in connection with the
investment advisory fees and other expenses.

For more information concerning the investment advisory fees and other charges
against the Portfolios, see the prospectuses for the Portfolios, current copies
of which accompany this Prospectus.

Reduction in Charges for Certain Groups

The Company may reduce or eliminate the Withdrawal Charge on Policies that have
been sold to:

o employees and sales representatives of the Company or its affiliates;

o customers of the Company or distributors of the Policies who are transferring
existing Accumulation Values to a Policy;

o individuals or groups of individuals when sales of the Policy result in
savings of sales or administrative expenses; or

o individuals or groups of individuals where premium payments are to be made
through an approved group payment method and where the size and type of the
group results in savings of administrative expenses.

In no event will reduction or elimination of the Withdrawal Charge be permitted
where the reduction or elimination will be unfairly discriminatory to any
person.

certain federal income tax consequences
- --------------------------------------------------------------------------------

The following is a general description of Federal tax considerations relating to
individual owners and individual beneficiaries of the Policy, and is based upon
our understanding of the present Federal income tax laws as they are currently
interpreted by the Internal Revenue Service. No representation is made as to the
likelihood of the continuation of the present Federal income tax laws or the
current interpretations by the Internal Revenue Service (the "IRS"). This
general discussion does not attempt to describe the tax treatment of the Policy
under state or local tax laws. This general discussion also does not attempt to
describe the tax treatment that will apply to:

o foreign owners or beneficiaries
o corporate owners or beneficiaries, or
o trusts that are owners or beneficiaries

This discussion is not intended to be tax advice. Any person concerned about the
tax implications of owning a Policy, or receiving distributions from the Policy,
should consult a competent tax advisor before initiating any transaction.

The Policy is issued by the separate account of the Company, which is taxed as a
life insurance company under the Code. Under existing Federal income tax laws,
all investment income and realized and unrealized capital gains (and losses)
automatically increase (or decrease) the Accumulation Unit Values of the Policy.
If changes in the Federal tax laws, or changes in the IRS's interpretation of
the tax laws, result in the Company being taxed on income or gains produced in
the Separate Account, then we reserve the right to start imposing charges
against any affected Policies in order to provide for payment of those taxes.

You may purchase a Non-Qualified Policy or a Qualified Policy. A Policy is a
Qualified Policy if purchased by individuals whose premium payments are
comprised solely of proceeds from and/or contributions under retirement plans
which are intended to qualify as plans entitled to special income tax treatment
under Sections 401, 403(b) (Tax-Sheltered Annuity), 408 (Traditional IRA), 408A
(Roth IRA), or 457 of the Internal Revenue Code. Information regarding the tax
treatment of a Traditional IRA or a Roth IRA is contained in a separate IRA
Disclosure Statement available from the Company. The ultimate effect of Federal
income taxes on amounts contributed to, held in, or received from a Qualified
Policy depends on the type of retirement plan, the tax and employment status of
the individual and/or his or her employer, the source of the contributions, and
the reason for the distribution. Purchasers of Qualified Policies should seek
competent legal and tax advice regarding the suitability of the Policy for their
situation, the applicable requirements, and the tax treatment of the rights and
benefits of the Policy. The following discussion assumes that a Qualified Policy
is purchased with proceeds from and/or contributions under retirement plans that
qualify for the intended special Federal income tax treatment.

24
<PAGE>

If you purchase this Policy as a Non-Qualified Policy, it is intended that the
Policy will be owned and administered to satisfy the requirements of Sections 72
and 817(h) of the Code. If you purchase this Policy as a Qualified Policy, it is
intended that the Policy will be owned and administered to satisfy the
requirements of the provisions of the Code that apply to that type of Qualified
Policy. The following discussion is based on the assumption that the Policy
satisfies whichever Federal income tax rules apply to the Policy.

At the time you pay the initial premium payment, you must specify whether a
Non-Qualified Policy or a Qualified Policy is being purchased. If your initial
premium payment is derived from an exchange or surrender of another annuity
policy, we may require that you provide us with information as to the Federal
income tax status of the previous policy. We will require you to purchase
separate Policies if you desire to invest monies qualifying for different
annuity tax treatment under the Code. We will require the minimum initial
premium payment on each Policy. Additional premium payments under your Policy
must qualify for the same Federal income tax treatment as your initial premium
payment under the Policy. We will not accept an additional premium payment under
your Policy if the Federal income tax treatment of such premium payment would be
different from that of your initial premium payment.

The investments held for Non-Qualified Policies must be "adequately diversified"
in accordance with the requirements of Section 817(h) and Treas. Regs.
ss.1.817-5. The Company intends to, and will be responsible for, complying with
these diversification rules. The IRS has stated in several published rulings
(the "Investor Control Rulings") that if the owner of the Policy has such
control or power over the investments held for the Policy, the owner of the
Policy, and not the Separate Account, will be treated as the owner of the
underlying assets. The Company believes that it is complying with the Investor
Control Rulings so that the Company, and not the owner of the Policy, will be
treated as the owner of the underlying assets. We reserve the right to amend or
modify the Policy if necessary to comply with any IRS rules or regulations
related to diversification or control over investments.

Taxation of Annuities

In General. Section 72 of the Code governs taxation of annuities in general. We
believe that if you are an individual (a "natural" person under the tax rules),
you will not be taxed on increases in the value of a Non-Qualified Policy until
a distribution occurs (e.g., Partial Withdrawals, Full Withdrawals, loan or
assignment, pledge, gift, or the receipt of Annuity Payments under a payment
option). Any change in ownership, assignment, pledge, or agreement to assign or
pledge any portion of a Qualified Policy's value generally will be treated as a
distribution. The taxable portion of a distribution (in the form of a single
lump sum payment or as an annuity) is taxable as ordinary income. Unlike direct
investments in mutual funds, no amounts invested in a variable annuity will
produce any capital gains or losses.

If the owner of any Non-Qualified Policy is not an individual or other "natural"
person (e.g., a corporation or a certain type of trust), the owner generally
must include in income any increase in the excess of the Policy's value over the
"investment in the contract" (discussed below) during the taxable year. There
are exceptions to this rule if the non-natural person holds the Policy as agent
for a natural person. We reserve the right to not issue a Non-Qualified Policy
if it will not be owned by a natural person, or by a non-natural person as agent
for a natural person.

Possible Changes in Taxation. In past years, legislation has been proposed that
would have adversely modified the Federal taxation of certain annuities.
Although as of the date of this Prospectus Congress has not passed any
legislation regarding the taxation of annuities, there is always the possibility
that the tax treatment of annuities could change by legislation or other means
(such as IRS regulations, revenue rulings, judicial decisions, etc.). Moreover,
it is also possible that any change could apply to your Policy even though it
was purchased prior to the change in the tax laws or rules.

Withdrawals from Qualified Policies. In the case of a Full Surrender or Partial
Withdrawal under a Qualified Policy, under Section 72(e) of the Code a ratable
portion of the amount received is taxable, generally based on the ratio of the
"investment in the contract" to the individual's total account balance under the
retirement plan. The "investment in the contract" generally equals the amount of
any premium payments paid by or on behalf of any individual with after tax
contributions. For certain Qualified Policies the "investment in the contract"
may be zero. As explained in the separate Disclosure Statement for Roth IRAs,
special tax rules apply to distributions from Roth IRAs and Roth Conversion
IRAs.

Withdrawals from Non-Qualified Policies. Full Withdrawals from Non-Qualified
Policies are treated as taxable income to the extent that the amount received
exceeds the "investment in the contract." Partial Withdrawals from Non-Qualified
Policies (including systematic withdrawals) are generally treated as taxable
income to the extent that the Accumulation Value (before any Withdrawal Charges,
and including any positive Market Value Adjustment) immediately before the
Partial Withdrawal exceeds the "investment in the contract" at that time.

25
<PAGE>

Annuity Payments. If you elect to receive payments over a period of years, over
your life expectancy, or over the life expectancies of yourself and another
individual, part of each payment you receive will be a return of your
"investment in the contract" and part of each payment will be taxable income. In
general, the amount of each payment that is a return of your "investment in the
contract" is calculated by dividing your total "investment in the contract" by
the total number of expected payments. For example, if your "investment in the
contract" is $6,000, and you elect to receive 60 monthly annuity payments, $100
of each payment will be a return of your "investment in the contract" and will
not be subject to Federal income taxes ($6,000 / 60 = $100). If payments are
being made over your life expectancy, or the joint life expectancy of you and
your spouse, there are IRS tables which are used to determine how many annuity
payments are expected to be made. After you have received the expected number of
payments, you will have received tax-free your entire "investment in the
contract." Any additional payments will be fully taxable. If you die before you
have received your entire "investment in the contract" and there are no
additional payments after you die, there is a special tax rule that allows a tax
deduction for the unrecovered "investment in the contract" on your last income
tax return. If some payments continue to your Beneficiary after your death, your
Beneficiary can recover any remaining "investment in the contract" over the
additional payments being made.

Penalty Tax. For Non-Qualified Policies and for most Qualified Policies (there
are special rules for Roth IRAs) there may be a 10% Federal penalty tax on any
premature distributions. The 10% penalty applies only to the portion of the
distribution that is treated as taxable income. In general, however, there is no
penalty tax on distributions from a Qualified or a Non-Qualified Policy:
o made on or after the date on which you attain age 59-1/2;
o made as a result of your death or disability;
o received in substantially equal periodic payments as a life annuity or a
joint and survivor annuity for the lives or life expectancies of you and a
"designated beneficiary";
o resulting from the direct rollover of the Policy into another qualified
contract or individual retirement annuity;
o allocable to investment in a Non-Qualified Policy before August 14, 1982;
o under a qualified funding asset (as defined in Code Section 130(d));
o under an immediate annuity (as defined in Code Section 72(u)(4)); or

o which are purchased by an employer on termination of certain types of
qualified plans and which are held by the employer until the employee
separates from service.

For distributions from Qualified Policies, in addition to all of the above
exceptions to the 10% penalty tax, additional exceptions to the penalty may
apply to distributions made to:
o an employee after separation from service after age 55 from a retirement plan
other than an IRA;
o pay certain uninsured medical expenses;
o certain unemployed individuals to pay health insurance premiums;
o pay for certain higher education expenses; or
o a first-time home buyer ($10,000 lifetime limit).

Death Benefit Proceeds. The Code requires that both Qualified and Non-Qualified
Policies make certain distributions if the Owner of the Policy dies. If you die
before periodic annuity payments have started, the entire value of the annuity
must either (i) be paid out, in full, within five years of your death, or (ii)
annuity payments must start within one year of your death. If your surviving
spouse is the Beneficiary of the Policy, your spouse has the option of
continuing the Policy as if he or she had been the original owner. If you die
after periodic annuity payments have started, payments must continue to be made
under a method that will distribute the balance in the Policy at least as
rapidly as the method being used prior to your death. A non-spousal beneficiary
may not elect, or continue to use, a settlement option unless that settlement
option will result in distributions that comply with the Code. Amounts
distributed because of the death of an Owner are generally included in income
under the same rules that apply to distributions to the Owner. Annuities, unlike
capital assets owned directly by an individual (e.g., real estate, stocks,
bonds), do not receive a step-up in tax basis at the death of the Owner.
Therefore, the investment in the Policy is not affected by the Owner's death.

Gifts and Other Transfers or Exchanges of the Policy. The gift or other transfer
of ownership of a Policy may result in certain tax consequences to you,
including the immediate taxation of the entire gain in the Policy. You should
contact a competent tax advisor to discuss the potential tax effects of any
gift, transfer or exchange of a Policy.

Multiple Policies. All non-qualified deferred annuity policies that we or our
affiliates issue to you during any calendar year are treated as one annuity
policy for purposes of determining the amount of income produced by a
distribution from one or more of the annuity policies. The Treasury Department
may issue regulations to prevent the avoidance of Section 72(e) through the
serial purchase of annuity policies or otherwise, or to treat the combination
purchase of separate immediate and deferred annuity policies as a single annuity
policy. You should consult with a competent tax advisor before purchasing more
than one annuity policy in a calendar year.

Withholding. Pension and annuity distributions generally are subject to
withholding for the recipient's Federal income tax liability at rates that vary
according to the type of distribution and the recipient's tax status. If you
have provided the Company with your taxpayer identification number (i.e., your
Social Security number), you may elect not to have tax withheld from most
distributions. Withholding is mandatory for certain distributions from certain
types of Qualified Policies.

Other Tax Consequences. As noted above, this discussion of the Federal income
tax consequences under the Policy is not intended to cover every possible
situation. The Federal income tax consequences discussed in this Prospectus
reflect our understanding of current law, and the law may change. Federal estate
and state and local estate, inheritance, and other tax consequences of ownership
or receipt of distributions under the Policy depend on your individual
circumstances or those of the recipient of the distribution. You should consult
a competent tax advisor for further information.

26
<PAGE>

Qualified Plans. The Policy may be used with several types of qualified plans.
No attempt is made to provide detailed information about the use of the Policy
with the various types of qualified plans. Policy Owners, Annuitants and
Beneficiaries are cautioned that the rights of any person to any benefits under
Qualified Policies may be subject to the terms and conditions of the plans
themselves, regardless of the terms and conditions of the Policy. Some
retirement plans are subject to distribution and other requirements that are not
incorporated into our Policy administration procedures. Owners, Participants and
Beneficiaries are responsible for determining that contributions, distributions
and other transactions with respect to the Policies comply with applicable law.
The following are brief descriptions of the various types of qualified plans in
connection with which we will issue the Policy. Policies for all types of
qualified plans may not be available in all states. When issued in connection
with a qualified plan, the Policy will be amended as necessary to conform to the
requirements of the Code.

Qualified Pension and Profit Sharing Plans. Sections 401(a) of the Code permits
corporate employers to establish various types of retirement plans for
employees. The Self-Employed Individuals' Tax Retirement Act of 1962, as
amended, commonly referred to as "H.R. 10," permits self-employed individuals to
establish qualified plans for themselves and their employees. These retirement
plans may permit the purchase of the Policies to accumulate retirement savings
under the plans. Adverse tax or other legal consequences to the plan, to the
participant or to both may result if the Policy is assigned or transferred to
any individual as a means to provide benefit payments, unless the plan complies
with all legal requirements applicable to such benefits prior to transfer of the
Policy. If you are considering the purchase of a Policy for use with such a
plan, you should seek competent advice regarding the suitability of the proposed
plan documents and the Policy to your specific needs.

Individual Retirement Annuities. Section 408 of the Code permits eligible
individuals to contribute to an individual retirement program known as an
Individual Retirement Annuity (each hereinafter referred to as "Traditional
IRA"). Traditional IRAs are subject to limitations on the amount which may be
contributed and deducted and the time when distributions may commence. Also,
distributions from certain other types of qualified plans may be "rolled over"
on a tax-deferred basis into a Traditional IRA. The sale of a Policy for use
with a Traditional IRA is subject to special disclosure requirements of the IRS.
Purchasers of a Policy for use with Traditional IRAs will be provided with
supplemental information required by the Internal Revenue Service or other
appropriate agency. Such purchasers will have the right to revoke their purchase
within seven days of the earlier of the establishment of the Traditional IRA or
their purchase. You should seek competent advice as to the suitability of the
Policy for use with Traditional IRAs. The Internal Revenue Service has not
addressed in a ruling of general applicability whether a death benefit provision
such as the provision in the Policy comports with Traditional IRA qualification
requirements.

Section 408A of the Code permits eligible individuals to contribute to a Roth
IRA. Purchasers of a Policy for use with Roth IRAs will be provided with
supplemental information required by the IRS or other appropriate agency. Such
purchasers will have the right to revoke their purchase within seven days of the
earlier of the establishment of the Roth IRA or their purchase. You should seek
competent advice as to the suitability of the Policy for use with Roth IRAs. The
Internal Revenue Service has not addressed in a ruling of general applicability
whether a death benefit provision such as the provision in the Policy comports
with Roth IRA qualification requirements.

Tax-Sheltered Annuities. Section 403(b) of the Code permits public school
employees and employees of certain types of religious, charitable, educational,
and scientific organizations specified in Section 501(c)(3) of the Code to
purchase annuity policies and, subject to certain limitations, exclude the
amount of premiums from gross income for tax purposes. However, these payments
may be subject to FICA (Social Security) taxes. These annuity policies are
commonly referred to as "Tax-Sheltered Annuities."

Subject to certain exceptions, withdrawals under Tax-Sheltered Annuities which
are attributable to contributions made pursuant to salary reduction agreements
are prohibited unless made:

o after you attain age 59-1/2,
o after your separation from service, because of your death or disability, or
o for an amount not greater than the total of such contributions in the case of
hardship.

Section 457 Deferred Compensation ("Section 457") Plans. Under Section 457 of
the Code, employees of (and independent contractors who perform services for)
certain state and local governmental units or certain tax-exempt employers may
participate in a Section 457 plan of their employer allowing them to defer part
of their salary or other compensation. The amount deferred and any income on
such amount will not be taxable until paid or otherwise made available to the
employee. The maximum amount that can be deferred under a Section 457 plan in
any tax year is ordinarily one-third of the employee's includable compensation,
up to $7,500. Includable compensation means earnings for services rendered to
the employer which is includable in the employee's gross income, but excluding
any contributions under the Section 457 plan or a Tax-Sheltered Annuity. During
the last three years before an individual attains normal retirement age,
additional "catch-up" deferrals are permitted.

The deferred amounts will be used by the employer to purchase the Policy. The
Policy will be issued to a trust set up by a governmental employer, or by
another tax-exempt employer. All Accumulation Values will be subject to the
claims of the employer's creditors. The employee has no rights or vested
interest in the Policy and is only entitled to payment in accordance with the
Section 457 plan provisions. The plans may permit participants to specify the
form of investment for their deferred compensation account. Depending on the
terms of the particular plan, the employer may be entitled to draw on deferred
amounts for purposes unrelated to its Section 457 plan obligations. Present
Federal income tax law does not allow tax-free transfers or rollovers for
amounts accumulated in a Section 457 plan, except for transfers to other Section
457 plans in certain limited cases. If you are considering the purchase of a
Policy for use with such a plan, you should seek competent advice regarding the
suitability of the proposed plan documents and the Policy to your specific
needs.

27
<PAGE>

Jefferson Pilot Financial Insurance Company
- --------------------------------------------------------------------------------

Jefferson Pilot Financial Insurance Company is a stock life insurance company
chartered in 1903 in Tennessee and redomesticated to New Hampshire in 1991.
Prior to May 1, 1998, we were known as Chubb Life Insurance Company of America.
Effective April 30, 1997, Chubb Life, formerly a wholly-owned subsidiary of the
Chubb Corporation, became a wholly-owned subsidiary of Jefferson-Pilot
Corporation, a North Carolina corporation. The principal offices of
Jefferson-Pilot Corporation are located at 100 North Greene Street, Greensboro,
North Carolina 27401; its telephone number is 336-691-3000. Our home office and
service center are located at One Granite Place, Concord, New Hampshire 03301;
our telephone number is 800-258-3648, ext. 5394.

We are licensed to do life insurance business in forty-nine states of the United
States, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, Guam,
and the Commonwealth of the Northern Mariana Islands.

At December 31, 1998, we and our subsidiaries had total assets of approximately
$5.5 billion and had over $68 billion of insurance in force, while total assets
of Jefferson-Pilot Corporation and its subsidiaries (including the Company) were
approximately $24 billion.

The Company writes individual life insurance and annuities. We are subject to
New Hampshire laws governing insurance.

The Separate Account

The JPF Variable Annuity Separate Account of Jefferson Pilot Financial Insurance
Company (the "Separate Account") was established as a separate investment
account under the laws of the State of New Hampshire on November 18, 1999.

We own the assets of the Separate Account. The Separate Account will not be
charged with liabilities arising out of other separate accounts or out of any of
our other business unless the liabilities have a specific and determinable
relation to or dependence upon the Separate Account. We reserve the right to
transfer assets of the Separate Account in excess of the reserves and other
Policy liabilities with respect to the Separate Account to our general account.
The income, if any, and gains or losses realized or unrealized on each Variable
Sub-account are credited to or charged against that Variable Sub-account without
regard to our other income, gains or losses. Therefore, the investment
performance of any Variable Sub-account should be entirely independent of the
investment performance of our general account assets or any of our other
separate accounts.

distributor of the policies
- --------------------------------------------------------------------------------

Jefferson Pilot Variable Corporation (formerly Jefferson-Pilot Investor
Services, Inc.) is the principal underwriter of the Policies. Jefferson Pilot
Variable Corporation will enter into one or more contracts with various
broker-dealers for the distribution of the Policies. Commissions paid on Policy
sales may vary and, in certain circumstances, commissions may be paid in
installments over time. Jefferson Pilot Variable Corporation, a wholly owned
subsidiary of Jefferson-Pilot Corporation, is a member of the NASD. Its mailing
address is One Granite Place, Concord, NH 03301. There may be other underwriters
in the future.

In addition to the payment of commissions, we may from time to time pay or allow
additional promotional incentives, in the form of cash or other compensation, to
broker-dealers that sell variable annuity contracts. In some instances, such
other incentives may be offered only to certain broker-dealers that sell or are
expected to sell during specified time periods certain minimum amounts of
variable annuity contracts. Our payment of promotional incentives is subject to
applicable state insurance law and regulation.

voting rights
- --------------------------------------------------------------------------------

There are no voting rights associated with the Guaranteed Interest Account
Value.

With respect to the Separate Account Value, we are the "shareholder" of the
Portfolios and as such, we have certain voting rights. As a general matter, you
do not have a direct right to vote the shares of the Portfolios held by the
Variable Sub-accounts to which you have allocated your Accumulation Value. Under
current law, however, and prior to the Maturity Date, you are entitled to give
us instructions on how to vote those shares on certain matters. We will notify
you when your instructions are needed. We will also provide proxy materials or
other information to assist you in understanding the matters being voted on. We
will determine the number of shares for which you may give voting instructions
as of the record date set by the relevant Portfolio holding the shareholder
meeting. The number of votes that you have the right to instruct will be
calculated separately for each Variable Sub-account. The number of votes that
you have the right to instruct for a particular Variable Sub-account will be
determined by dividing your Accumulation Value in the Variable Sub-account by
the net asset value per share of the corresponding Portfolio in which the
Variable Sub-account invests. Fractional shares will be counted.

After the Maturity Date, the person receiving Annuity Payments has the voting
interest, and the number of votes decreases as Annuity Payments are made and as
the reserves for the Policy decrease. The person's number of votes will be
determined by dividing the reserve for the Policy allocated to the applicable
Variable Sub-account by the net asset value per share of the corresponding
Portfolio. Fractional shares will be counted.

If you send us written voting instructions, we will follow your instructions in
voting the Portfolio shares attributable to your Policy. If you do not send us
written instructions, we will vote the shares attributable to your Policy in the
same proportions as we vote the shares for which we have received instructions
from other Owners. We or our affiliates may vote shares in which you or your
other persons entitled to vote have no beneficial interest in our sole
discretion.

We reserve the right to restrict or eliminate any of your voting rights when we
are permitted by law to do so.

The above description reflects our view of currently applicable law. If the law
changes or our interpretation of the law changes, we may decide that we are
permitted to vote Portfolio shares without obtaining voting instructions from
our

28
<PAGE>

Owners and we may elect to do so.

Loans
- --------------------------------------------------------------------------------

Generally, a loan is available to you if your Policy is a Tax-Sheltered Annuity
Policy issued under Section 403(b) of the Code. Loans are subject to provisions
of the Code and to applicable plan rules. Loans may not be available in all
states. You should consult your tax advisor and plan fiduciary prior to
exercising your loan privileges.

You may borrow up to 50% of the Surrender Value from your Policy, but in no case
more than $50,000, without incurring current taxes or policy-imposed Withdrawal
Charges. Certain other Code and IRS limitations may apply. For example, if a
loan already exists, the $50,000 limit is reduced. Existing loans include loans
from all qualified plans. A minimum loan of $1,000 also applies.

Loans must be repaid in substantially equal payments, at least quarterly, within
five years. However, loans used to purchase your principal residence must be
repaid within 15 years. The loan repayment period may not extend beyond age 70.
If you do not make a loan payment when due, interest will continue to accrue on
that amount. If you do not make a loan payment by the end of a 30 day grace
period, the entire loan will be treated as a deemed distribution, may be taxable
to you, and may be subject to a 10% penalty tax. We will notify you of the loan
interest rate at the time you request a loan. However, your Policy guarantees
that the loan interest rate will never exceed 8%.

Your Policy Surrender Value will provide the collateral for the loan. The amount
of Surrender Value serving as collateral will be placed in a loan collateral
account. The loan collateral account is part of the General Account. You may
specify the allocation option from which amounts will be transferred to the loan
collateral account. If you do not specify the allocation options, amounts will
be transferred from the Variable Sub-accounts and Guaranteed Interest Accounts
in the same proportion that your Accumulation Value in each allocation option
bears to your total Accumulation Value.

Until the loan has been repaid, amounts in the loan collateral account will be
credited interest at a rate of 2.25% less than the loan interest rate fixed by
the Company for the term of the loan. Your Policy guarantees that the interest
rate credited to the loan collateral account will never be less than 3%. Loan
repayments will be deducted from the loan collateral account and allocated to
the allocation options based on your current allocation elections.

If you make a Full Withdrawal of your Policy while a loan is outstanding, the
Surrender Value you receive will be reduced by the amount of the loan
outstanding plus any accrued interest. If you die while a loan is outstanding,
the Death Benefit paid to the Beneficiary will be reduced by the amount of the
loan outstanding plus any accrued interest. If the Maturity Date occurs while a
loan is outstanding, the amount of the Accumulation Value applied under any
payment option will be reduced by the amount of the loan outstanding plus
accrued interest. Until you repay a loan in full, we reserve the right to
restrict your ability to make a Partial Withdrawal or Full Withdrawal or
transfer your Accumulation Value among the allocation options.

additional information about the separate account
- --------------------------------------------------------------------------------

Addition, Deletion, or Substitution of Investments

We reserve the right to transfer assets of the Separate Account, which we
determine to be associated with the class of policies to which the Policy
belongs, to another separate account. If this type of transfer is made, the term
"Separate Account," as used herein shall then mean the Separate Account to which
the assets were transferred.

We further reserve the right, subject to applicable law, to make additions to,
deletions from, or substitutions for the shares that are held in the Separate
Account or that the Separate Account may purchase. If the shares of a Portfolio
are no longer available for investment or if in our judgment further investment
in any Portfolio should become inappropriate in view of the purposes of the
Separate Account, we may redeem the shares, if any, of that Portfolio and
substitute shares of another Portfolio or of another registered open-end
management investment company. If required by law, we will not substitute any
shares attributable to a Policy's interest in a Variable Sub-account of the
Separate Account without notice and prior approval of the SEC and state
insurance authorities.

We also reserve the right to establish additional Variable Sub-accounts of the
Separate Account, each of which would invest in shares corresponding to a new
investment portfolio of the existing Portfolio or in shares of another
investment company. Subject to applicable law and any required SEC approval, we
may, in our sole discretion, establish new Variable Sub-accounts, eliminate one
or more Variable Sub-accounts, or combine Variable Sub-accounts if marketing
needs, tax considerations or investment conditions warrant. Any new Variable
Sub-accounts may be made available to existing Owners on a basis to be
determined by the Company.

If any of these substitutions or changes are made, we may by appropriate
endorsement change the Policy to reflect the substitution or change. If we deem
it to be in the best interest of Owners and Annuitants, and subject to any
approvals that may be required under applicable law, the Separate Account may be
operated as a management investment company under the 1940 Act; it may be
deregistered under the Act if registration is no longer required; or it may be
combined with other separate accounts of the Company. Further we reserve the
right, when permitted by law, to manage the Separate Account under the direction
of a committee at any time. We will notify you of our intent to exercise any of
these reserved rights with respect to the Separate Account. If you choose not to
accept such change(s), you may request cancellation of your Policy and receive
the Surrender Value.

29
<PAGE>

Performance Data

From time-to-time we may use the yield of the JPVF Money Market Variable
Sub-account and total returns of other Variable Sub-accounts in advertisements
and sales literature. Performance data is not intended to and does not indicate
future performance.

JPVF Money Market Variable Sub-account Yield. The yield of the JPVF Money Market
Variable Sub-account refers to the annualized income generated by an investment
in that Variable Sub-account over a specified seven-day period. The yield is
"annualized" by assuming that the income generated for that seven-day period is
generated each seven-day period over a 52-week period and is shown as a
percentage of that investment. The effective yield is calculated similarly but,
when annualized, the income earned by an investment in that Variable sub-account
is assumed to be reinvested. The effective yield will be slightly higher than
the yield because of the compounding effect of this assumed reinvestment.

Other Variable Sub-account Yield. We may from time-to-time advertise or disclose
the current annualized yield of one or more of the Variable Sub- accounts of the
Separate Account (except the JPVF Money Market Variable Sub-account) for 30-day
periods. The annualized yield of a Variable Sub-account refers to income
generated by the Variable Sub-account over a specific 30-day period. Because the
yield is annualized, the yield generated by a Variable Sub-account during the
30-day period is assumed to be generated each 30-day period over a 12-month
period.

The yield is computed by:
o dividing the net investment income of the Variable Sub-account less Variable
Sub-account expenses for the period,
o by the maximum offering price per unit on the last day of the period times
the daily average number of units outstanding for the period,
o compounding that yield for a six month period, and
o multiplying that result by 2.

Expenses attributable to the Variable Sub-Account include:
o the Mortality and Expense Risk Charge, and
o the Administrative Expense Charge.

Total Return. Total returns for the Sub-accounts may be calculated pursuant to a
standardized formula or in non-standardized manners. The standardized total
return of the Variable Sub-accounts refers to return quotations assuming an
investment has been held in the Variable Sub-account for various periods of time
including, but not limited to, one year, five years, and ten years (if the
Variable Sub-account has been in operation for those periods), and a period
measured from the date the Variable Sub-account commenced operations. The total
return quotations will represent the average annual compounded rates of return
that would equate an initial investment of $1,000 to the redemption value of
that investment as of the last day of each of the periods for which total return
quotations are provided. Accordingly, the total return quotations will reflect
not only income but also changes in principal value (that is, changes in the
Accumulation Unit values), whereas the yield figures will only reflect income.
In addition, the standardized total return quotations will reflect the
Withdrawal Charge imposed on Full or Partial Withdrawals.

In addition, we may from time-to-time also disclose total return in non-standard
formats and cumulative total return for the Variable Sub-accounts. The
non-standard average annual total return and cumulative total return would not
reflect any applicable Withdrawal Charge, which if reflected would lower the
performance figures.

We may from time-to-time also disclose standard total returns and non-standard
total returns for the Variable Sub-accounts based on or covering periods of time
other than those indicated above. All non-standard performance data will only be
disclosed if the standard total return is also disclosed. For additional
information regarding the calculation of performance data, please refer to the
Statement of Additional Information.

Performance Comparisons. From time-to-time, in advertisements, sales literature,
or in reports to you, we may compare the performance of the Variable
Sub-accounts to that of other variable accounts or investment vehicles with
similar investment objectives or to relevant indices published by recognized
mutual fund or variable annuity statistical rating services or publications of
general variable annuity statistical rating services or publications of general
interest such as Forbes or Money magazines. For example, a Variable
Sub-account's performance might be compared to that of other accounts or
investments with a similar investment objective as compiled by Lipper Analytical
Services, Inc., VARDs, Morningstar, Inc., or by others. In addition, a Variable
Sub-account's performance might be compared to that of recognized stock market
indicators including, but not limited to, the Standard & Poor's 500 Stock Index
(which is a group of unmanaged securities widely regarded by investors as
representative of the stock market in general) and the Dow Jones Industrial
Average (which is a price-weighted average of 30 large, well-known industrial
stocks that are generally the leaders in their industry). Performance
comparisons should not be considered representative of the future performance of
a Variable Sub-account.

30
<PAGE>

General. Performance data may also be calculated for shorter or longer base
periods. The Separate Account may use various base periods as may be deemed
necessary or appropriate to provide investors with the most informative
performance data information, depending on the then-current market conditions.

Performance will vary from time-to-time, and historical results will not be
representative of future performance. Performance information may not provide a
basis for comparison with other investments or other investment companies using
a different method of calculating performance. A Portfolio's total returns
should not be expected to be the same as the returns of other funds, whether or
not both funds have the same portfolio managers and/or similar names. Current
yield is not fixed and varies with changes in investment income and Accumulation
Unit values. The JPVF Money Market Variable Sub-account yield will be affected
if it experiences a net inflow of new money which it invests at interest rates
different from those being earned on its then-current investments. An investor's
principal in a Variable Sub-account and a Variable Sub-account's return are not
guaranteed and will fluctuate according to market conditions. Also, as noted
above, advertised performance data figures will be historical figures for a
Policy during the Pay-in Period.

Company Ratings

We may from time-to-time publish (in advertisements, sales literature and
reports to you) the ratings and other information assigned to us by one or more
independent rating organizations such as A.M. Best Company, Standard & Poor's,
Duff & Phelps, and Fitch Investors Services. The purpose of the ratings is to
reflect our financial strength and/or claims-paying ability and should not be
considered as bearing on the investment performance of assets held in the
Separate Account. Each year the A.M. Best Company reviews the financial status
of thousands of insurers, culminating in the assignment of Best's Ratings. These
ratings reflect A.M. Best Company's current opinion of the relative financial
strength and operating performance of an insurance company in comparison to the
norms of the life/health insurance industry. In addition, our claims-paying
ability as measured by Standard and Poor's Insurance Ratings Services, Duff &
Phelps, or Fitch Investors Services may be referred to in such advertisements,
sales literature, or reports. These ratings are opinions regarding our financial
capacity to meet the obligations of our insurance and annuity policies in
accordance with their terms. Such ratings do not reflect the investment
performance of the Separate Account or the degree of risk associated with an
investment in the Separate Account.

general policy provisions
- --------------------------------------------------------------------------------

Entire Policy

The entire Policy consists of the Policy, any attached riders and endorsements,
and the attached copy of the application. Only our President, one of our
Executive Vice Presidents or the Secretary may change the Policy. The change
must be in writing. No change will be made in the Policy unless you agree to it
in writing. No registered representative is authorized to change the Policy or
to change or waive any provisions of the Policy.

Reliance on Information Provided in Application

In issuing the Policy, we will rely on the statements made in the application.
We deem all such statements to be representations and not warranties. We assume
that these statements are true and complete to the best of the knowledge and
belief of those who made them. We will not use any statement made in connection
with the application to void the Policy unless that statement is a material
misrepresentation and is part of the application.

Variations in Policy Provisions

Certain provisions of your Policy may vary from the descriptions in this
Prospectus in order to comply with different state laws. Any such variations
will be included in your Policy or in riders or endorsements to your Policy.

The Company's Ability to Contest the Policy

We will not contest the Policy from the Policy Date.

Measurement of Dates

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

Calculation of Age

References in the Policy to a person's age on any date refer to his or her age
on that person's last birthday.

Misstatement of Age

If the age of the Annuitant has been misstated, any amount payable under the
Policy will be what would have been purchased at the correct age. If payments
were made based on incorrect age, we will increase or reduce a later payment or
payments to adjust for the error. Any adjustment will include interest, at 6.0%
per year, from the date of the wrong payment to the date the adjustment is made.

31
<PAGE>

Assignment of the Policy

While the Annuitant is living, and except for Qualified Policies, you may assign
the Policy or any interest you have in it. Any irrevocable Beneficiary must
agree to the assignment. If there is a Joint Owner, the Joint Owner must agree
to any assignment. Your interest, and anyone else's, will then be subject to
that assignment. As Owner, you still have the rights of ownership that you have
not assigned.

An assignee cannot change the Owner, Annuitant or Beneficiary, and may not elect
an alternative payment option. Any amount payable to the assignee will be made
in one lump sum.

To assign the Policy, you must provide us a copy of the assignment. We are not
bound by an assignment unless we receive written notice at our Variable Annuity
Service Center. We are not responsible for the validity of any assignment. An
assignment will be subject to any payment previously made by us or any other
action we may take before recording the assignment.

State law such as those governing marital property may affect your ability to
encumber the Policy.

Nonparticipating

The Policy is nonparticipating and will not share in any surplus earnings of the
Company. No dividends are payable on the Policy.

Non-Business Days

If the due date for any activity required by the Policy falls on a non-business
day for the Company, performance will be rendered on the first business day
following the due date.

Regulatory Requirements

All interest guarantees, withdrawal benefits, and amounts payable at death will
not be less than the minimum benefits approved under the laws and regulations of
the state in which the Policy is delivered.

We will administer the Policy in accordance with the U.S. tax laws and
regulations in order to retain its status as an annuity policy.

The Policy is deemed to include all state and Federal laws that apply.

legal proceedings
- --------------------------------------------------------------------------------

We are not involved in any litigation that is of material importance in relation
to our general account assets. In addition, there are no legal proceedings to
which the Separate Account is a party.

available information
- --------------------------------------------------------------------------------

We have filed a registration statement (the "Registration Statement") with the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933
relating to the Policies offered by this Prospectus. This Prospectus has been
filed as part of the Registration Statement and does not contain all of the
information set forth in the Registration Statement. Reference is hereby made to
such Registration Statement for further information relating to the Company and
the Policies. The Registration Statement may be inspected and copied at the
public reference facilities of the SEC at Room 1024, 450 Fifth Street, N.W,
Washington, D.C. 20549. Copies of such materials also can be obtained from the
Public Reference Section of the SEC at 450 Fifth Street, N.W, Washington, D.C.
20549, (telephone no. 202-942-8090), at prescribed rates or may be found at the
SEC's Web Site at http://www.sec.gov.

32
<PAGE>

Statement of additional information
- --------------------------------------------------------------------------------

A Statement of Additional Information is available (at no cost) which contains
more details concerning the subjects discussed in this Prospectus. The following
is the Table of Contents for that Statement:

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
More information About the Policy....................................................... B-3
Determination of Variable Sub-account Accumulation Unit Values.......................... B-3
Calculation of Annuity Unit Value....................................................... B-4
Pay-out Period Transfer Formulas........................................................ B-5
Administration.......................................................................... B-6
Records and Reports..................................................................... B-6
Custody of Assets....................................................................... B-6
Principal Underwriter................................................................... B-6
Performance Data and Calculations....................................................... B-7
Money Market Variable Sub-account Yields............................................ B-7
Other Variable Sub-account Yield.................................................... B-7
Variable Sub-account Total Return Calculations: Standardized........................ B-9
Other Performance Data: Non-Standardized............................................ B-10
Other Information................................................................... B-12
Other Information....................................................................... B-15
</TABLE>

33
<PAGE>

appendix i
- --------------------------------------------------------------------------------

- --> WITHDRAWAL CHARGE CALCULATION

A Withdrawal Charge may be deducted from the Accumulation Value upon Partial
Withdrawal or Full Withdrawal of the Policy. (See "Withdrawal Charge" p. 23.)

The Withdrawal Charge for each premium is calculated as follows:

(W-Free) * X% = WC, but not less than zero.

Where:
W = the amount of premium withdrawn, premiums are withdrawn in the order in
which they were received Free = the 10% free withdrawal amount, net of any
other free withdrawals during the current policy year WC = the Withdrawal
Charge amount X = the following Withdrawal Charge percentage, a separate
Withdrawal Charge applies to each premium

<TABLE>
<CAPTION>
Complete Years
Elapsed Since
Premium Payment Withdrawal Charge
--------------- -----------------
<S> <C>
Less than 1 7%
1 7%
2 6%
3 5%
4 4%
5 0%
</TABLE>

Example:
Assume an initial premium payment of $50,000 in Policy Year 1, and an additional
premium payment of $5,000 in Policy Year 2. Also assume that after earnings, the
Accumulation Value in Policy Year 3 is $60,000.

1. If there is a Full Withdrawal during Policy Year 3:

Withdrawal Charge = ($50,000 - $5,500)*.06 + ($5,000*.07) = $3,020

Thus, the Surrender Value would be $60,000 - $3,020 = $56,980. Premium taxes
may also be applicable.

2. If there is a Partial Withdrawal of $15,000 during Policy Year 3:

Earnings of $5,000 are withdrawn without Withdrawal Charges, therefore
premium of $10,000 must be withdrawn

Withdrawal Charge = ($10,000 - $5,000)*.06 =$270

Thus the Accumulation Value would be reduced by $15,000 and you would
receive $14,730. Premium taxes may also be applicable.

I-1

34
<PAGE>

appendix ii
- --------------------------------------------------------------------------------

- --> MARKET VALUE ADJUSTMENT

The formula which will be used to determine the Market Value Adjustment is:

[(1 +1)/(1+J+ .004] (N/12) - 1

NOTE: The Market Value Adjustment will be limited so that it does not
reduce the return on the Guaranteed Interest Account below 3.0% per year.

I = The Guaranteed Interest Rate in effect for the current Interest Rate
Guarantee Period (expressed as a decimal, (e.g.,
1% = .01).)

J = The interest rate (expressed as a decimal e.g. 1% = .01) for the
Guaranteed Interest Account currently available for the period of time most
closely approximating the duration remaining in the current Interest Rate
Guarantee Period (Fractional years will be rounded to the nearest month and
the interest rate will be calculated using linear interpolation. If an
interest rate for the Guaranteed Interest Account is not available, and
cannot be calculated by linear interpolation, a substitute interest rate
will be used. The substitute interest rate will be no less favorable to you
than the most recent U.S. Treasury Yield for the maturity closest to the
duration remaining plus 1.00%). If the period is less than 1 year then the
Company will use the currently available interest rate for the 1-year
option.

N = The number of complete months from the Surrender or Partial Withdrawal
to the end of the current Interest Rate Guarantee Period.

A = The amount surrendered, withdrawn or transferred.

The ".004" in the formula is a factor designed to cover anticipated costs of
liquidation investments. Thus, the Guaranteed Interest Rate ("I") must be at
least 0.4% higher than the currently available interest rate for new money in
the Guaranteed Interest Account for there to be a positive market value
adjustment. If it is lower than J or higher but less than 0.4% higher, the
Market Value Adjustment is negative.

Examples of Market Value Adjustment
Assume a Guaranteed Interest Account Value of $50,000, a five year guaranteed
period with an guaranteed interest rate of 6%, and a original payment of $42,000
at the beginning of the current guaranteed period.

1. If there is a Full Withdrawal at the beginning of the fourth year with two
years remaining in the Interest Rate Guarantee Period:

a. If the current interest rate available for a two-year Guaranteed Interest
Account is 5%:

| |
| 24 |
| -- |
| 1.06 12 |
MVA = $50,000*|(-----) - 1| = $570.88
| 1.054 |
| |

Free Withdrawal Amount = ($42,000* .10) = $4,200.00
Withdrawal Charge = ($42,000 - $4,200) * .05 = $1,890.00
Thus the surrender proceeds = $50,000.00 + $570.88 - $1,890.00
= $48,680.88 - any applicable premium taxes

b. If the current interest rate available for a two-year Guaranteed Interest
Account is 7%:

| |
| 24 |
| -- |
| 1.06 12 |
MVA = $50,000*|(-----) - 1| = - $1,295.04
| 1.074 |
| |

Minimum Market Value Adjustment with 3% guaranteed return =
$42,000* (1.03)3 -$50,000 = -$4,105.47
Since -$1,295.04 is greater than -$4,105.47, the actual MVA is -$1,295.04

Free Withdrawal Amount = ($42,000* .10) = $4,200.00
Withdrawal Charge = ($42,000 - $4,200)* .05 = $1,890.00
Thus the surrender proceeds = $50,000.00 - $1,295.04 - $1,890.00
= $46,814.96 - any applicable premium tax

2. If there is a Full Withdrawal at the beginning of the tenth year (thus, no
Withdrawal Charge applies) with three years remaining in the Interest Rate
Guarantee Period:

35
<PAGE>

a. If the current interest rate available for a three-year Guaranteed
Interest Account is 5%:

| |
| 36 |
| -- |
| 1.06 12 |
MVA = $50,000*|(-----) - 1| = $858.76
| 1.054 |
| |

Free Withdrawal Amount = $50,858.76
Withdrawal Charge = $0
Thus the surrender proceeds = $50,000.00 + $858.76
= $50,858.76 - any applicable premium tax

b. If the current interest rate available for a three-year Guaranteed
Interest Account is 7%:

| |
| 36 |
| -- |
| 1.06 12 |
MVA = $50,000*|(-----) - 1| = -$1,929.93
| 1.074 |
| |

Minimum Market Value Adjustment with 3% guaranteed return =
$42,000* (1.03)2 - $50,000 = -$5,442.20
Since -$1,929.93 is greater than -$5,442.20, the actual MVA is -$1,929.93

Free Withdrawal Amount = $48,070.07
Withdrawal Charge = $0
Thus the surrender proceeds = $50,000.00 - $1,929.93
= $48,070.07 - any applicable premium tax

3. If there is a Partial Withdrawal of $10,000 at the beginning of the fourth
year with two years remaining in the Interest Rate Guarantee Period;

a. If the current interest rate available for a two-year Guaranteed Interest
Account is 5%:

| |
| 24 |
| -- |
| 1.06 12 |
MVA = $10,000*|(-----) - 1| = $114.18
| 1.054 |
| |

Free Withdrawal Amount = ($42,000* .10) = $4,200.00
Withdrawal Charge = ($10,000 - $4,200)* .05 = $290.00
Thus the surrender proceeds = $10,000.00 + $114.18 - $290.00
= $9,824.18 - any applicable premium tax

b. If the current interest rate available for a two-year Guaranteed Interest
Account is 7%:

| |
| 24 |
| -- |
| 1.06 12 |
MVA = $10,000*|(-----) - 1| = -$259.01
| 1.074 |
| |

Minimum Market Value Adjustment with 3% guaranteed return =
$42,000 * (1.03)3 -$ 50,000 = -$4,105.47
Since -$259.01 is greater than -$4,105.47, the actual MVA is -$259.01

Free Withdrawal Amount = ($42,000 * .10) = $4,200.00
Withdrawal Charge = ($10,000 - $4,200) * .05 = $290.00
Thus the surrender proceeds = $10,000.00 - $259.01 - $290.00
= $9,450.99 - any applicable premium tax

4. If there is a Partial Withdrawal of $10,000 at the beginning of the tenth
year (thus, no Withdrawal Charge applies) with three years remaining in the
Interest Rate Guarantee Period:

a. If the current interest rate available for a three-year Guaranteed
Interest Account is 5%:

| |
| 36 |
| -- |
| 1.06 12 |
MVA = $10,000*|(-----) - 1| = $171.75
| 1.054 |
| |

Free Withdrawal Amount = $10,171.75

36
<PAGE>

Withdrawal Charge = $0
Thus the surrender proceeds = $10,000 + $171.75
= $10,171.75 - any applicable premium tax

b. If the current interest rate available for a three-year Guaranteed
Interest Account is 7%:

| |
| 36 |
| -- |
| 1.06 12 |
MVA = $10,000*|(-----) - 1| = -$385.99
| 1.074 |
| |

Minimum Market Value Adjustment with 3% guaranteed return =
$42,000* (1.03)2 - $50,000 = -$5,442.20
Since -$385.99 is greater than -$5,442.20, the actual MVA is -$385.99

Free Withdrawal Amount = $9,614.01
Withdrawal Charge = $0
Thus the surrender proceeds = $10,000.00 -$385.99
= $9,614.01 - any applicable premium tax

37
<PAGE>

JPF VARIABLE ANNUITY SEPARATE ACCOUNT

Offered by

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY

ONE GRANITE PLACE

CONCORD, NEW HAMPSHIRE 03301

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

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information expands upon certain subjects discussed
in the current Prospectus for the Jefferson Pilot Financial Insurance Company
Allegiance Advisor Variable Annuity Policy (the "Policy") offered by Jefferson
Pilot Financial Insurance Company (the "Company"). You may obtain a copy of the
Prospectus dated May 1, 2000 by calling 1-800-258-3648, ext. 5394, or by writing
the Variable Annuity Service Center, One Granite Place, P.O. Box 515, Concord,
New Hampshire 03302-0515. Terms used in the current Prospectus for the Policy
are incorporated in this Statement.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ
ONLY IN CONJUNCTION WITH THE PROSPECTUSES FOR THE POLICY, THE JEFFERSON PILOT
VARIABLE FUND, INC.; THE VARIABLE INSURANCE PRODUCTS FUND; THE VARIABLE
INSURANCE PRODUCTS FUND II; THE MFS VARIABLE INSURANCE TRUST; AND THE
OPPENHEIMER VARIABLE ACCOUNT FUNDS.

DATED: MAY 1, 2000

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
More Information About the Policy......................................................................... 3

Determination of Variable Sub-account Accumulation Unit Values............................................ 3

Calculation of Annuity Unit Value ........................................................................ 4

Pay-out Period Transfer Formulas.......................................................................... 5

Administration............................................................................................ 5

Records and Reports....................................................................................... 6

Custody of Assets......................................................................................... 6

Principal Underwriter..................................................................................... 6

Performance Data and Calculations......................................................................... 7
Money Market Variable Sub-account Yield............................................................... 7
Other Variable Sub-account Yields..................................................................... 7
Variable Sub-account Total Return Calculations: Standardized......................................... 9
Other Performance Data: Non-Standardized..............................................................9
Other Information.....................................................................................11
Other Information.........................................................................................12
</TABLE>

In order to supplement the description in the Prospectus, the following provides
additional information about the Company and the Policy which may be of interest
to you.

Page 2
<PAGE>

MORE INFORMATION ABOUT THE POLICY

DETERMINATION OF VARIABLE SUB-ACCOUNT ACCUMULATION UNIT VALUES

ACCUMULATION UNITS. Accumulation Units are used to account for all
amounts allocated to or withdrawn from the Separate Account. The Company will
determine the number of Accumulation Units of a Variable Sub-account by dividing
the net premium payment allocated to (or the amount withdrawn from) the Variable
Sub-account by the dollar value of one Accumulation Unit on the date of the
transaction. The Separate Account Value will consist of the sum of the value of
all Accumulation Units in all Variable Sub-accounts credited to the Policy on
the applicable Valuation Day.

ACCUMULATION UNIT VALUE. The value of an Accumulation Unit in a
Variable Sub-account on any Valuation Day is the product of (a) the value on the
preceding Valuation Day and (b) the Net Investment Factor for the Variable
Sub-account for the Valuation Period just ended. The value of an Accumulation
Unit in each of the Sub-accounts was arbitrarily established at the inception of
the Separate Account's operation. The value was established at ________________.

A VALUATION DAY is any day on which the New York Stock Exchange is open
for trading except for normal federal holiday closing or when the SEC has
determined that a state of emergency exists. In addition, the Company will be
closed on the following local or regional business holidays which shall not
constitute a Valuation Day: Good Friday, the Friday following Thanksgiving and
the day before and/or following Christmas Day.

A VALUATION PERIOD is the period of time beginning at the close of
trading of the New York Stock Exchange on any Valuation Day and ending at the
close of business on the next Valuation Day. A Valuation Period may be one day
or more than one day.

NET INVESTMENT FACTOR. The Company calculates the Net Investment Factor
for a Valuation Period for each Variable Sub-account by dividing (a) by (b) and
subtracting (c) from the result, where:

(a) .....is the sum of:

(1) the net asset value of a Portfolio share held in the Separate
Account for that Variable Sub-account determined at the end of
the current Valuation Period, plus

(2) the per share amount of any dividend or capital gain
distributions made for shares held in the Separate Account for
that Variable Sub-account if the ex-dividend date occurs
during the Valuation Period.

Page 3
<PAGE>

(b) is the net asset value of a Portfolio share held in the
Separate Account for that Variable Sub-account determined as
of the end of the preceding Valuation Period.

(c) is a factor representing the Mortality and Expense Risk Charge
and the Administrative Expense Charge. This factor is equal,
on an annual basis, to 0.75% (0.60% + 0.15%) of the daily net
asset value of Portfolio shares held in the Separate Account
for that Variable Sub-account.

The Net Investment Factor may be greater or less than one; therefore, the
Accumulation Unit value may increase or decrease.

CALCULATION OF ANNUITY UNIT VALUE

o Annuity Units and Payments. The dollar amount of each Variable Annuity
Payment depends on the number of Annuity Units credited to that Payment
Option and the value of those units. The number of Annuity Units is
determined as follows:

1. The dollar amount of the first payment with respect to each
Variable Sub-account is determined by multiplying the portion of
the Accumulation Value to be applied to the Variable Sub-account
by the variable annuity purchase rate specified in the Settlement
Option Table in the Policy.

2. The number of Annuity Units credited in each Variable Sub-account is
then determined by dividing the dollar amount of the first payment by
the value of one Annuity Unit in that Variable Sub-account on the
Maturity Date.

3. The amount of each subsequent Annuity Payment equals the product of
the Annuitant's number of Annuity Units and the Annuity Unit values on
the payment date. The amount of each payment may vary.

o Annuity Unit Value. The value of the Annuity Units will increase or
decrease on a daily basis to reflect the investment performance of the
applicable Portfolio. The value of an Annuity Unit in a Variable
Sub-account on any Valuation Day is determined as follows:

1. The value of the Annuity Unit for the Variable Sub-account on the
preceding Valuation Day is multiplied by the Net Investment Factor for
the Valuation Period.

2. The result in (1) is then multiplied by a factor (slightly less than
one) to compensate for the interest assumption built into the variable
annuity purchase rates.

The Net Investment Factor reflects the investment experience of the
applicable Portfolio and certain charges (See above for a detailed description
of the Net Investment Factor).

Page 4
<PAGE>

PAY-OUT PERIOD TRANSFER FORMULAS

During the Pay-out Period, you may transfer Separate Account Value from
one Variable Sub-account to another, subject to certain limitations. Interest
Rate Guarantee Periods are not available during the Pay-out Period, thus none
will be available for transfers. (See "Transfers," Page 16 of the Prospectus.)

Transfers during the Pay-out Period are implemented according to the
following formula:

1. Determine the number of units to be transferred from the Variable
Sub-account as follows: = D/AUV1

2. Determine the number of Annuity Units remaining in that Variable
Sub-account (after the transfer): = UNIT1 - D/AUV1

3. Determine the number of Annuity Units in the transferee Variable
Sub-account (after the transfer): = UNIT2 + D/AUV2

4. Subsequent Annuity Payments will reflect the changes in Annuity Units
in each Variable Sub-account as of the next Annuity Payment's due date.

Where:
(AUV1) is the Annuity Unit value of the Variable Sub-account from
which the transfer is being made.

(AUV2) is the Annuity Unit value of the Variable Sub-account to which
the transfer is being made.

(UNIT1) is the number of units in the Variable Sub-account from which
the transfer is being made, before the transfer.

(UNIT2) is the number of units in the Variable Sub-account to which
the transfer is being made, before the transfer.

(D) is the dollar amount being transferred.

ADMINISTRATION

The Company or its affiliates will be providing administrative services.
The services provided by the Company or its affiliates include issuance and
redemption of the Policy, maintenance of records concerning the Policy and
certain Owner services.

If the Company or its affiliates do not continue to provide these
services, the Company will attempt to secure similar services from such sources
as may then be available. Services will be purchased on a basis which, in the
Company's sole discretion, affords the best service at the lowest cost. The
Company, however, reserves the right to select a provider of services which the
Company, in its sole discretion, considers best able to perform such services in
a satisfactory manner even though the costs for the service may be higher than
would prevail elsewhere.

RECORDS AND REPORTS

All records and accounts relating to the Separate Account will be
maintained by the Company. As presently required by the Investment Company Act
of 1940 and regulations promulgated thereunder, the Company will mail to you at
your last known address of record, at least annually, reports containing such
information as may be required under that Act or by any other applicable law or
regulation. You will also receive confirmation of each financial transaction and
any other reports required by law or regulation.

CUSTODY OF ASSETS

Page 5
<PAGE>

The assets of each of the Variable Sub-accounts of the Separate Account
are held in the custody of Citibank, N.A. The assets of each of the Variable
Sub-accounts of the Separate Account are segregated and held separate and apart
from the assets of the other Variable Sub-accounts and from the Company's
General Account assets. The Administrator maintains records of all purchases and
redemptions of Portfolio shares by each of the Variable Sub-accounts.

PRINCIPAL UNDERWRITER

The Company, on its own behalf and on behalf of the Separate Account,
entered into an Agreement with Jefferson Pilot Variable Corporation ("JPVC") to
serve as principal underwriter for the continuous offering of the Policies. JPVC
is a wholly-owned subsidiary of Jefferson-Pilot Corporation and is an affiliate
of the Company.

Page 6
<PAGE>

PERFORMANCE DATA AND CALCULATIONS

Money Market Variable Sub-account Yield

The Yield of the Money Market Variable Sub-account for a seven-day period
is calculated by a standardized method prescribed by rules of the Securities and
Exchange Commission. Under this method, the yield quotation is computed by
determining the net change, exclusive of capital changes, in the value of a
hypothetical pre-existing account having a balance of one Accumulation Unit of
the Money Market Variable Sub-account at the beginning of such seven-day period,
subtracting a hypothetical charge reflecting deductions from Policy owner
accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return, and multiplying
the base period return by (365/7) with the resulting yield figure carried to at
least the nearest 100th of 1%. The Separate Account may also compute the Money
Market Variable Sub-account's yield on an annualized basis. This current
annualized yield is computed by determining the net change (exclusive of
realized gains and losses on the sale of securities and unrealized appreciation
and depreciation) in the value of a hypothetical account having a balance of one
Accumulation Unit of the Money Market Variable Sub-account at the beginning of
such seven-day period, dividing such net change in account value by the value of
the account at the period to determine the base period return, and annualizing
this quotient on a 365-day basis.

The SEC also permits the Separate Account to disclose the effective yield
of the Money Market Variable Sub-account for the same seven-day period,
determined on a compounded basis. The effective yield is calculated by
compounding the unannualized base period return by adding one to the base period
return, raising the sum to a power equal to 365 divided by 7, and subtracting
one from the result.

The yield on amounts held in the Money Market Variable Sub-account
normally will fluctuate on a daily basis. Therefore, the disclosed yield for any
given past period is not an indication or representation of future yields or
rates of return. The Money Market Variable Sub-account's actual yield is
affected by changes in interest rates on money market securities, average
portfolio maturity of the JPVF Money Market Portfolio, the types and quality of
portfolio securities held by the JPVF Money Market Portfolio, and its operating
expenses. The yield figures do not reflect Withdrawal Charges or premium taxes.

Other Variable Sub-account Yields

The yield of Variable Sub-accounts other than the Money Market Variable
Sub-account based on a 30-day period is calculated by a standardized method
prescribed by rules of the SEC. The yield is computed by dividing the net
investment income per Accumulation Unit earned during the period by the maximum
offering price per unit on the last day of the period, according to the
following formula:

Page 7
<PAGE>

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

Where:

a = net investment income earned during the period by the portfolio company
attributable to shares owned by the Sub-account.

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

c = the average daily number of Accumulation Units outstanding during the
period.

d = the maximum offering price per Accumulation Unit on the last day of the
period.

The Company may from time to time advertise or disclose the current
annualized yield of one or more of the Variable Sub-accounts of the Separate
Account (except the Money Market Variable Sub-account) for 30-day periods. The
annualized yield of a Variable Sub-account refers to income generated by the
Variable Sub-account over a specific 30-day period. Because the yield is
annualized, the yield generated by a Variable Sub-account during the 30-day
period is assumed to be generated each 30-day period over a 12-month period. The
30-day yield is calculated according to the following formula:

Yield = 2 (a-b)6
-----
cd +1 -1
Where:

a = Net investment income of the Variable Sub-account for the 30-day period
attributable to the Variable Sub-account's unit.
b = Expenses of the Variable Sub-account for the 30-day period.
c = The average number of units outstanding.
d = The unit value at the close (highest) of the last day in the 30-day
period.

Because of the charges and deductions imposed by the Separate Account, the
yield for a Variable Sub-account of the Separate Account will be lower than the
yield for its corresponding Portfolio. The yield calculations do not reflect the
effect of any premium taxes or Withdrawal Charge that may be applicable to a
particular Policy. Withdrawal Charges range from 7% to 4% of the amount
withdrawn which is attributable to premium payments made less than five years
prior to the withdrawal. The yield on amounts held in the Variable Sub-accounts
of the Separate Account normally will fluctuate over time. Therefore, the
disclosed yield for any given past period is not an indication or representation
of future yields or rates of return. A Variable Sub-account's actual yield is
affected by the types and quality of the Portfolios' investments and its
operating expenses.

Page 8
<PAGE>

Variable Sub-account Total Return Calculations: Standardized

The Company may from time to time also disclose average annual total
returns for one or more of the Variable Sub-accounts for various periods of
time. Average annual total return quotations are computed by finding the average
annual compounded rates of return over one, five and ten year periods and for
the life of the Variable Sub-account that would equate the initial amount
invested to the ending redeemable value, according to the following formula:

P (1 + T)n = ERV
Where:
P = hypothetical initial premium payment of $1,000;

T = average annual total return;

n = number of years; and

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

The Withdrawal Charge on Policies is recognized in the ending redeemable
value for standard total return figures. These figures will not reflect any
premium taxes.

Other Performance Data: Non-Standardized

The Company may from time to time also disclose average annual total
returns in non-standardized formats in conjunction with the standard format
described above. The non-standard format calculation varies from the standard
format calculation described above in that it will NOT take any Withdrawal
Charges into account and will be based on an average Policy size of $50,000.

The standardized performance calculation described above is based on the
inception date of each Variable Sub-account. However, for the non-standardized
performance calculation, if a Portfolio was in existence prior to the inception
date of the corresponding Variable Sub-account, the performance for the Variable
Sub-account will be calculated on a hypothetical basis by applying the Mortality
and Expense Risk Charge and the Administrative Expense Charge to the historical
performance of the corresponding Portfolio as if the Policy has been in
existence back to the inception date of the Portfolio.

Page 9
<PAGE>

The Company may from time to time also disclose cumulative total returns in
conjunction with the standard format described above. Cumulative total return
figures represent the cumulative change in value of an investment in a Variable
Sub-account over the indicated periods. The cumulative returns will be
calculated using the following formula, assuming no Withdrawal Charge.

CTR = ERV - P
-------
P

Where:

CTR = the cumulative total return net of a Variable Sub-account's
recurring charges for the period;
ERV = ending redeemable value at the end of the one, five or ten year
(or other) period (or fractional portion thereof) of a hypothetical
$50,000 premium payment made at the beginning of the one, five, or
ten year (or other) period, and
P = a hypothetical initial premium payment of $50,000.

All non-standard performance data will only be advertised if the standard total
return performance data is also included in the advertisement.

Page 10
<PAGE>

Other Information

The following is a partial list of those publications which may be cited
in advertising or sales literature describing investment results or other data
relative to one or more of the Variable Sub-accounts. Other publications may
also be cited.

<TABLE>
<S> <C>
Broker World Financial World
Across the Board Advertising Age
American Banker Barron's
Best's Review Business Insurance
Business Month Business Week
Changing Times Consumer Reports
Economist Financial Planning
Forbes Fortune
Inc. Institutional Investor
Insurance Forum Insurance Sales
Insurance Week Journal of Accountancy
Journal of the American Society of CLU & ChFC Journal of Commerce
Life Insurance Selling Life Association News
MarketFacts Manager's Magazine
National Underwriter Money
Morningstar, Inc. Nation's Business
New Choices (formerly 50 Plus) New York Times
Pension World Pensions & Investments
Rough Notes Round the Table
U.S. Banker VARDs
Wall Street Journal Working Woman
</TABLE>

Page 11
<PAGE>

OTHER INFORMATION

A Registration Statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect to the
Polices discussed in this Statement of Additional Information. Not all of the
information set forth in the Registration Statement, amendments and exhibits
thereto has been included in the Prospectus for the Policies or this Statement
of Additional Information. Statements contained in the Prospectus and this
Statement of Additional Information concerning the content of the Policies and
other legal instruments are intended to be summaries. For a complete statement
of the terms of these documents, reference should be made to the instruments
filed with the Securities and Exchange Commission.

Page 12
<PAGE>

<TABLE>
<S> <C> <C>
PART C OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements

Financial Statements Included in Part A
---------------------------------------

None

Financial Statements Included in Part B
---------------------------------------

Financial Statements for Jefferson Pilot Financial Insurance
Company (be provided by Amendment)

(b) Exhibits:
(1) Resolution of the Board of Directors of Jefferson Pilot
Financial Insurance Company authorizing establishment of the
Separate Account. 1

(2) Not Applicable.

(3) Distribution Agreement by and between Jefferson Pilot Financial
Insurance Company, on its own behalf and on the behalf of the
Separate Account, and Jefferson Pilot Variable Corporation (to be
filed by amendment).

(4) Form of Variable Annuity Contract (to be filed by amendment)

(5) Form of Application for the Variable Annuity Contract
(to be filed by amendment)

(6) (a) Charter of Jefferson Pilot Financial Insurance Company (to be
filed by amendment)

(b) By-Laws of Jefferson Pilot Financial Insurance Company (to be
filed by amendment)

(7) Not Applicable.

(8) Participation Agreements (to be filed by amendment).

(9) Opinion and Consent of Counsel (to be filed by amendment).

(10) Consent of Independent Auditors (to be filed by amendment).

(11) Not Applicable.

(12) Not Applicable.

(13) Schedule of Computation of Performance (to be filed by amendment).
</TABLE>

C-1

- --------------------------
(1) Incorporated by reference to the initial Registration Statement for JPF
Variable Annuity Separate Account filed on January 13, 2000 (Registration
No. 333-94539).
<PAGE>

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
Name and Principal Position and Offices
Business Address with Depositor
- ---------------- --------------

<S> <C>
David A. Stonecipher Director; Chairman of the
Board and Chief Executive Officer

Kenneth C. Mlekush Director; President

Dennis R. Glass Director; Executive Vice President

John D. Hopkins Executive Vice President and General Counsel

Charles C. Cornelio Executive Vice President

Leslie L. Durland Executive Vice President

John C. Ingram Executive Vice President

Reggie D. Adamson Senior Vice President

Ronald R. Angarella Senior Vice President
One Granite Place
Concord, NH 03301

Hal B. Phillips, Jr. Senior Vice President and Chief Life Actuary

Richard T. Stange Senior Vice President, Deputy General Counsel

John W. Wells Senior Vice President
One Granite Place
Concord, NH 03301

Kenneth S. Dwyer Vice President

Ronald H. Emery Vice President
One Granite Place
Concord, NH 03301

Patrick A. Lang Vice President
One Granite Place
Concord, NH 03301

Shari J. Lease Vice President
One Granite Place
Concord, NH 03301

Robert A. Reed Vice President and Secretary

Russell C. Simpson Vice President and Treasurer

Frank A. Sutherland, Jr. Vice President

John A. Weston Vice President
One Granite Place
Concord, NH 03301
</TABLE>

*/ Except as otherwise noted, the Principal business address for each officer
and director is 100 N. Greene St., Greensboro, North Carolina, 27401.

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

C-2
<PAGE>

The Company owns the assets comprising each Variable Subaccount of the
Registrant. The Company is an wholly-owned subsidiary of Jefferson-Pilot
Corporation.

Separate financial statements are filed for the Registrant.

The following is a list of corporations controlled by Jefferson-Pilot
Corporation:

<TABLE>
<CAPTION>
Organized % Voting
Under Stock
Names of Subsidiaries Laws of: Owned by
- --------------------- -------- Parent
------
<S> <C> <C>
Jefferson-Pilot Life Insurance Company North Carolina 100%
Jefferson Pilot Variable Corporation North Carolina 100%
Jefferson-Pilot Communications Company North Carolina 100%
Alexander Hamilton Life Insurance Company
of America Michigan 100%
First Alexander Hamilton Life Insurance Company New York 100%
Jefferson Pilot Financial Insurance Company New Hampshire 100%
Jefferson Pilot LifeAmerica Insurance Company New Jersey 100%
Jefferson Pilot Securities Corporation New Hampshire 100%
Jefferson Pilot Investment Advisory Corporation Tennessee 100%
</TABLE>

Omitted from the list are subsidiaries of Jefferson-Pilot Corporation and the
other companies listed which, considered in the aggregate as a single
subsidiary, would not constitute a significant subsidiary. Since none of the
companies listed is a subsidiary of the registrant, only the financial
statements of the registrant are filed.

C-3

<PAGE>

ITEM 27. NUMBER OF CONTRACT OWNERS

NOT APPLICABLE - NEW REGISTRATION

ITEM 28. INDEMNIFICATION

Reference is made to Article 6 of the Amended and Restated Charter of Jefferson
Pilot Financial Insurance Company, which states: "The Corporation shall have the
power to indemnity its directors to the fullest extent permitted by law." New
Hampshire RSA Sections 293-A:8.50-8.58 set forth New Hampshire law relating to
indemnification of directors and officers by New Hampshire corporations.

Insofar as indemnification for liability arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers, or
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Company will, unless, in
the opinion of its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

ITEM 29. PRINCIPAL UNDERWRITER

(a) Jefferson Pilot Variable Corporation also acts as principal underwriter for
the following:

- JPF Separate Account A of Jefferson Pilot Financial Insurance Company
- JPF Separate Account C of Jefferson Pilot Financial Insurance Company
- JPF Separate Account B of Jefferson Pilot LifeAmerica Insurance Company
- JPF Separate Account D of Jefferson Pilot LifeAmerica Insurance Company
- Jefferson Pilot Variable Fund, Inc.
- Alexander Hamilton Variable Annuity Separate Account of Alexander
Hamilton Life Insurance Company of America

(b) The Directors and Officers of Jefferson Pilot Variable Corporation, the
principal underwriter for the Registrant, are as follows:

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND
BUSINESS ADDRESS OFFICES WITH UNDERWRITER
- ------------------ ------------------------

<S> <C>
Ronald R. Angarella Director and President
David K. Booth Vice President, Marketing
W. Thomas Boulter Assistant Vice President, Variable Product Compliance
Lisa S. Clifford Compliance Officer, Advertising
Charles C. Cornelio Director
Carol R. Hardiman Director
Shari J. Lease Secretary
John A. Weston Chief Financial Officer
Stafford Moser Assistant Vice President, Marketing
100 N. Greene Street
Greensboro, NC 27401

Address (except as otherwise noted):
One Granite Place
Concord, NH 03301
</TABLE>

(c)

<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
NAME OF NET UNDERWRITING
PRINCIPAL DISCOUNTS AND COMPENSATION BROKERAGE
UNDERWRITER COMMISSIONS ON REDEMPTION COMMISSIONS COMPENSATION
----------- ----------- ------------- -----------

<S> <C> <C> <C> <C> <C>
1998 Jefferson Pilot $0 $0 $0 $0
Variable
Corporation
</TABLE>

C-4
<PAGE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The records required to be maintained by Section 31(a) of the Investment Company
Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder, are maintained by
the Company, One Granite Place, Concord, New Hampshire 03301.

ITEM 31. MANAGEMENT SERVICES.

None.

ITEM 32. UNDERTAKINGS

(a) Registrant undertakes that it will file a post-effective amendment to
this registration statement as frequently as necessary to ensure that the
audited financial statements in the registration statement are never more than
16 months old for so long as premium payments under the Contract may be accepted
(except in accordance with SEC staff no-action correspondence).

(b) Registrant undertakes that it will include either (i) a postcard or
similar written communication affixed to or included in the Prospectus that the
applicant can remove to send for a Statement of Additional Information or (ii) a
space in the Policy Application that an applicant can check to request a
Statement of Additional Information.

(c) Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this Form promptly upon written or oral request to the Company at the address or
phone number listed in the Prospectus.

(d) Jefferson Pilot Financial Insurance Company hereby represents that the
fees and charges deducted under the Policy, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by Jefferson Pilot Financial Insurance Company.

SECTION 403(b) REPRESENTATIONS

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

C-5

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Greensboro, State of North Carolina on this 21st day of December, 1999.
----

JPF VARIABLE ANNUITY
SEPARATE ACCOUNT

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
Depositor

/s/ David A. Stonecipher
----------------------------------------
David A. Stonecipher
Chairman of the Board,
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----

<S> <C> <C>
/s/ David A. Stonecipher Director; Chairman of the Board and December 21, 1999
David A. Stonecipher Chief Executive Office --

/s/ Kenneth C. Mlekush Director; President December 21, 1999
Kenneth C. Mlekush --

/s/ Dennis R. Glass Director; Executive Vice President December 21, 1999
Dennis R. Glass and Chief Financial Officer --

/s/ Reggie D. Adamson Senior Vice President December 21, 1999
Reggie D. Adamson and Chief Accounting Officer --
</TABLE>
C-6