JPF SEPARATE ACCOUNT A OF JEFFERSON PILOT FINANCIAL INS CO
S-6/A, 2000-04-19
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     As filed with the Securities and Exchange Commission on April 19, 2000

                                                              FILE NO. 333-93367

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                         PRE-EFFECTIVE AMENDMENT NO. 1

                                   FORM S-6

                 FOR REGISTRATION UNDER THE SECURITIES ACT OF
                      1933 OF SECURITIES OF UNIT INVESTMENT
                       TRUSTS REGISTERED ON FORM N-8B-2
                                 ------------

A. Exact name of trust:
                           JPF SEPARATE ACCOUNT A
B. Name of depositor:
                    JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
C. Complete address of depositor's principal executive offices:
                               One Granite Place
                               Concord, NH 03301
D. Name and complete address of agent for service:

                              Ronald R. Angarella
                                   President
                     Jefferson Pilot Securities Corporation
                               One Granite Place
                               Concord, NH 03301

                                  Copies to:

Charlene Grant, Esq.                  Joan E. Boros, Esq.
Jefferson Pilot Financial             1025 Thomas Jefferson Street, N.W.
  Company                             Suite 400 East
One Granite Place                     Washington, D.C.  20007-0805
Concord, NH 03301

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

E. Title of securities being registered:
     Units of Interest in the Separate Account under Individual Flexible Premium
     Variable Life Insurance Policies.

F. Approximate date of proposed public offering:
     As soon as practicable after the effective date.

  The Registrant is registering an indefinite amount of securities pursuant to
Section 24(f) of the Investment Company Act of 1940.

  Registrant hereby amends this Registration Statement under the Securities Act
of 1933 on such date or dates as may be necessary to delay its effective date
until 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
Section 8(a), may determine.

<PAGE>

May 1, 2000

ENSEMBLE III

JPF Separate Account A

Flexible Premium Variable Life Insurance Policy

Jefferson Pilot Financial Insurance Company
One Granite Place Concord, New Hampshire 03301    800-258-3648

This Prospectus describes the Ensemble III Variable Life Insurance Policy
("Ensemble III" or "the Policy"), a flexible premium variable life insurance
policy issued and underwritten by Jefferson Pilot Financial Insurance Company
("we" or "JP Financial" or "the Company"). The Policy provides life insurance
and pays a benefit, as described in this Prospectus, upon the Insured's death or
surrender of the Policy. The Policy allows flexible premium payments, Policy
Loans, Withdrawals, and a choice of Death Benefit Options. Your account values
may be invested on either a fixed or variable or combination of fixed and
variable basis. You may allocate your Net Premiums to JPF Separate Account A
("Separate Account A" or the "Separate Account"), and/or the General Account, or
both Accounts. The Divisions of Separate Account A support the benefits provided
by the variable portion of the Policy. The Accumulation Value allocated to each
Division is not guaranteed and will vary with the investment performance of the
associated Fund. Net Premiums allocated to the General Account will accumulate
at rates of interest we determine; such rates will not be less than 4% per year.
Your Policy may lapse if the Surrender Value is insufficient to pay a Monthly
Deduction. For the first five Policy Years, however, if you pay the Minimum
Annual Premium, your Policy will not lapse, regardless of changes in the
Surrender Value. We will send premium reminder notices for Planned Premiums
and for premiums required to continue the Policy in force. If the Policy lapses,
you may reinstate it.

The Policy has a free look period during which you may return the Policy. We
will refund your Premium (See "Right of Policy Examination").

This Prospectus also describes the Divisions used to fund the Policy through the
Separate Account. Each Division invests exclusively in one of the following
Portfolios:

JPVF International Equity Portfolio
JPVF World Growth Stock Portfolio
JPVF Global Hard Assets Portfolio
JPVF Emerging Growth Portfolio
JPVF Capital Growth Portfolio
JPVF Small Company Portfolio
JPVF Growth Portfolio

JPVF S&P 500 Index Portfolio
JPVF Value 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

<PAGE>

MFS Research Series
MFS Utilities Series
Oppenheimer Strategic Bond Fund/VA
Oppenheimer Bond Fund/VA

Templeton International Securities Fund: Class 2

Not all Divisions may be available under all Policies or in all jurisdictions.
You may obtain the current Prospectus and Statement of Additional Information
("SAI") for any of the Portfolios by calling (800) 258-3648 x7719.

Replacing existing insurance or supplementing an existing flexible premium
variable life insurance policy with the Policy may not be to your advantage.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR
THE FUNDS. BOTH THIS PROSPECTUS AND THE UNDERLYING FUND PROSPECTUSES SHOULD BE
READ AND RETAINED FOR FUTURE REFERENCE.

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.

Ensemble III insurance policies and shares of the funds 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 contracts involves certain
investment risks, including possible loss of principal invested.

THIS PROSPECTUS AND OTHER INFORMATION ABOUT JPF SEPARATE ACCOUNT A REQUIRED TO
BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CAN BE FOUND IN THE SEC'S
WEB SITE AT http://www.sec.gov.
<PAGE>

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                                            Page
                                                                            ----
Definitions ...............................................................    3
Policy Summary ............................................................    4
The Separate Account ......................................................    5
Charges & Fees ............................................................    6
 Charges & Fees Assessed Against Premium ..................................    6
 Charges & Fees Assessed Against the Accumulation Value ...................    6
 Charges & Fees Assessed Against the Separate Account .....................    7
 Charges Assessed Against the Underlying Funds ............................    8
Charges Deducted Upon Surrender ...........................................    9
Allocation of Premiums ....................................................   10
 The Portfolios ...........................................................   10
 Investment Advisers for each of the Funds ................................   11
 Mixed and Shared Funding; Conflicts of Interest ..........................   12
 Fund Additions, Deletions or Substitutions ...............................   12
 General Account ..........................................................   13
Policy Choices ............................................................   13
 General ..................................................................   13
Premium Payments ..........................................................   13
 Modified Endowment .......................................................   14
 Compliance with the Internal Revenue Code ................................   14
 Death Benefit Options ....................................................   15
 Transfers and Allocations to Funding Options .............................   15
 Telephone Transfers, Loans and Reallocations .............................   16
Automated Transfers (Dollar Cost Averaging and Portfolio Rebalancing) .....   16
Policy Values .............................................................   17
 Accumulation Value .......................................................   17
 Unit Values ..............................................................   18
 Net Investment Factor ....................................................   18
 Surrender Value ..........................................................   18
Policy Rights .............................................................   19
 Surrenders ...............................................................   19
 Withdrawals ..............................................................   19
 Grace Period .............................................................   19
 Reinstatement of a Lapsed or Terminated Policy ...........................   19
 Right to Defer Payment ...................................................   20
 Policy Loans .............................................................   20
Policy Changes ............................................................   21
 Right of Policy Examination ..............................................   22
 Supplemental Benefits ....................................................   22
Death Benefit .............................................................   22
Policy Settlement .........................................................   22
 Settlement Options .......................................................   23
The Company ...............................................................   23
Directors & Officers ......................................................   25
Additional Information ....................................................   26
 Reports to Policyowners ..................................................   26
 Right to Instruct Voting of Fund Shares ..................................   26
 Disregard of Voting Instructions .........................................   26
 State Regulation .........................................................   27
 Legal Matters ............................................................   27
 The Registration Statement ...............................................   27
 Financial Statements .....................................................   27
 Employment Benefit Plans .................................................   27
 Distribution of the Policy ...............................................   27
 Independent Auditors .....................................................   28


 Group or Sponsored Arrangements ..........................................   29
Tax Matters ...............................................................   29
 General ..................................................................   29
 Federal Tax Status of the Company ........................................   29
 Life Insurance Qualification .............................................   29
Charges for JP Financial Income Taxes .....................................   32
Miscellaneous Policy Provisions ...........................................   33
 The Policy ...............................................................   33
 Payment of Benefits ......................................................   33
 Suicide and Incontestability .............................................   33
 Protection of Proceeds ...................................................   33
 Nonparticipation .........................................................   33
 Changes in Owner and Beneficiary; Assignment .............................   33
 Misstatements ............................................................   33
Illustrations of Accumulation Values, Cash Values and Death Benefits ......  A-1

- --------------------------------------------------------------------------------
This prospectus does not constitute an offer in any jurisdiction in which such
offering may not be lawfully made. No dealer, salesman 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. The
purpose of this variable life insurance policy is to provide insurance
protection. Life insurance is a long-term investment. Policyowners should
consider their need for insurance coverage and the policy's long-term investment
potential. No claim is made that the policy is any way similar or comparable to
an investment in a mutual fund.
- --------------------------------------------------------------------------------


                                        2
<PAGE>

Definitions
- --------------------------------------------------------------------------------

Accumulation Value: The total amount that a Policy provides for investment plus
the amount held as collateral for Policy Debt.

Age: The Insured's age at his/her nearest birthday.

Allocation Date: The date when the initial Net Premium is placed in the
Divisions and the General Account as instructed by the Policyowner in the
application. The Allocation Date is the later of 1) 25 days from the date we
mail the Policy to the agent for delivery to you; or 2) the date we receive all
administrative items needed to activate the Policy.

Attained Age: The Insured's age  at the last Policy Anniversary.

Beneficiary: The person you designate in the application to receive the Death
Benefit proceeds. If changed, the Beneficiary is as shown in the latest change
filed with us. If no Beneficiary survives the Insured, you or your estate will
be the Beneficiary. The Beneficiary's interest may be subject to that of any
assignee.

Cash Value: The Accumulation Value less any Surrender Charge. This amount less
any Policy Debt is payable to the Policyowner on surrender of the Policy.

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

Company: Jefferson Pilot Financial Insurance Company.

Cost of Insurance: A charge related to our expected mortality cost for your
basic insurance coverage under the Policy, not including any supplemental
benefit provision that you may elect through a Policy rider.

Cumulative Minimum Premium: An amount equal to the Minimum Annual Premium
divided by 12 and multiplied by the number of completed policy months.

Date of Receipt: Any Company business day, prior to 4:00 p.m. Eastern time, on
which a notice or premium payment is received at our home office.

Death Benefit: The amount which is payable on the Death of the Insured, adjusted
as provided in the Policy.

Death Benefit Options: The methods for determining the Death Benefit.

Division: A separate division of Separate Account A which invests only in the
shares of a specified Portfolio of a Fund.

Fund: An open-end management investment company whose shares are purchased by
the Separate Account to fund the benefits provided by the Policy.

General Account: A non-variable funding option available in the Policy that
guarantees a minimum interest rate of 4% per year.

Grace Period: The 61-day period beginning on the Monthly Anniversary Day on
which the Policy's Surrender Value less any Policy Debt is insufficient to cover
the current Monthly Deduction, unless the cumulative minimum premium requirement
has been met. The Policy will lapse without value at the end of the 61-day
period unless we receive a sufficient payment.

Insured: The person on whose life the Policy is issued.

Issue Age: The Age of the Insured on the Policy's Issue Date.

Issue Date: The effective date on which we issue the Policy.


                                       3
<PAGE>


Load Basis Amount: An amount per $1,000 of Specified Amount which varies by sex,
Issue Age (or Attained Age for an increase in Specified Amount) and rating class
of the Insured. This amount is used to calculate the Acquisition Charge. The
maximum Load Basis Amount is $66.65, resulting in a maximum Acquisition Charge
of $1.33 per $1000 of Specified Amount in Year 1 and $0.67 per $1000 of
Specified Amount per month in Year 2.

Loan Value: Generally, 100% of the Policy's Cash Value on the date of a loan.

Minimum Annual Premium: The amount of premium that you must pay each year to
assure that the Policy remains in force for at least 5 Policy Years from the
Issue Date, even if the Surrender Value is insufficient to satisfy the current
Monthly Deduction.

Monthly Anniversary Date: The same day in each month as the Policy Date.

Net Premium: The gross premium less a 2.5% State Premium Tax Charge, a 1.25%
Federal DAC Tax Charge and a 3% Premium Load. We currently do not intend to
assess the Premium Load beginning in the 11th Policy Year.

Policy: The life insurance contract described in this Prospectus.

Policy Date: The date set forth in the Policy from which policy years, policy
months and policy anniversaries will be determined. If the Policy Date falls on
the 29th, 30th or 31st of a month, the Policy Date will be the 28th of such
month. You may request the Policy Date. If You do not request a date, it is the
date the Policy is issued.

Policy Debt: The sum of all unpaid policy loans and accrued interest thereon.

Portfolio: A separate investment series of one of the Funds.

Premium Load: A charge we assess against premium payments, which is quaranteed
not to exceed 3%.

Proof of Death: One or more of: a) a copy of a certified death certificate; b) a
copy of a certified decree of a court of competent jurisdiction as to the
finding of death; c) a written statement by a medical doctor who attended the
Insured; or d) any other proof satisfactory to us.

SEC: Securities and Exchange Commission.

Separate Account A or the Separate Account: JPF Separate Account A, a separate
investment account we established for the purpose of funding the Policy.

Service Office: Our principal executive offices at One Granite Place, Concord,
New Hampshire 03301.

Specified Amount: The amount you choose at application, which may subsequently
be increased or decreased, as provided in the Policy. The Specified Amount is
used in determining the Death Benefit.

State: Any State of the United States, the District of Columbia, Puerto Rico,
Guam, the Virgin Islands, the Commonwealth of the Northern Mariana Islands or
any other possession of the United States.

Surrender Charge: An amount we retain upon the Surrender of the Policy, a
Withdrawal or a decrease in Specified Amount.

Surrender Value: Cash Value less any Policy Debt.

Target Premium: The premium from which first year commissions will be determined
and which varies by sex, Issue Age, rating class of the Insured and Specified
Amount.

Valuation Date: The date and time at which the Accumulation Value of a variable
investment option is calculated. Currently, this calculation occurs after the
close of business of the New York Stock Exchange on any normal business day,
Monday through Friday, that the New York Stock Exchange and the Company are
open. In addition to being closed on all federal holidays, we will also be
closed on Good Friday, the Friday following Thanksgiving and the day before or
following Christmas.

Valuation Period: The period of time between two successive Valuation Dates,
beginning at the close of regular trading on the New York Stock Exchange
on each Valuation Date, and ending at the close of regular trading on the New
York Stock Exchange on the next succeeding Valuation Date.


                                       4
<PAGE>




Policy Summary
- --------------------------------------------------------------------------------

This Prospectus describes a flexible premium variable life insurance policy. The
Policy provides life insurance and pays a benefit (subject to adjustment under
the Policy's Age and/or Sex, Suicide and Incontestability, and Grace Period
provisions) upon surrender or Death of the Insured. The Policy allows flexible
premium payments, Policy Loans, Withdrawals and a choice of Death Benefit
Options. Account values may be either fixed or variable or a combination of
fixed and variable.

Charges and fees will be assessed against premium payments, Accumulation Value,
the Separate Account, the underlying Funds and upon surrender, partial
withdrawals or decreases in Specified Amount.

You must purchase your variable life insurance policy from a registered
representative. The Policy, the initial application on the Insured, any
subsequent applications, endorsements and any riders constitute the entire
contract.

At the time of application, you must choose a Death Benefit Option, decide on
the amount of planned premium and determine how to allocate Net Premiums. You
may elect to supplement the benefits afforded by the Policy through the addition
of riders we make available.

The proceeds payable upon the Death of the Insured depend on the Death Benefit
Option chosen. Under Option 1 the Death Benefit equals the current Specified
Amount. Under Option 2, the Death Benefit equals the current Specified Amount
plus the Accumulation Value on the date of death. Under Option 3, the Death
Benefit equals the Specified Amount plus total premiums paid, less any
withdrawals. We may make other options available. We will reduce the Death
Benefit proceeds by any outstanding Policy Debt.

Although the Policy is designed to allow flexible premiums, you must pay
sufficient premiums to continue the Policy in force. The initial premium must be
paid at issue. The initial premium must at least equal the minimum premium,
which is based on Issue Age, underwriting class and Specified Amount. No premium
payment may be less than $250 ($50 for electronic fund transfers). We will send
you premium reminder notices for Planned Premiums and for premiums required to
continue the Policy in force. Should your Policy lapse, you may reinstate it.

You may allocate your Net Premiums to the Separate Account, the General Account
or both Accounts. Net Premiums allocated to the Separate Account must be
allocated to one or more of the Divisions of the Separate Account and
allocations must be in whole percentages. The variable portion of the Policy is
supported by the Divisions you choose and will vary with the investment
performance of the associated Portfolios. Net Premiums allocated to the General
Account will accumulate at rates of interest we determine. The effective rate of
interest will not be less than 4% per year.

The Separate Account
- --------------------------------------------------------------------------------

The Separate Account underlying the Policy is JPF Separate Account A. Amounts
allocated to the Separate Account are invested in the Portfolios. Each Portfolio
is a series of an open-end management investment company whose shares are
purchased by the Separate Account to fund the benefits provided by the Policy.
The Portfolios, including


                                       5
<PAGE>


their investment objectives and their investment advisers, are described in this
Prospectus. Complete descriptions of the Portfolios' investment objectives and
restrictions and other material information relating to the Portfolios are
contained in the Funds' prospectuses, which are delivered with this
Prospectus.

Separate Account A was established under New Hampshire law on August 20, 1984.
Under New Hampshire Insurance Law, the income, gains or losses of the Separate
Account are credited without regard to the other income, gains or losses of the
Company. These assets are held for our variable life insurance policies and
variable annuities. Any and all distributions made by the Portfolios with
respect to shares held by the Separate Account will be reinvested in additional
shares at net asset value. The assets maintained in the Separate Account will
not be charged with any liabilities arising out of any other business we
conduct. We are, however, responsible for meeting the obligations of the Policy
to the Policyowner.

No stock certificates are issued to the Separate Account for shares of the
Portfolios held in the Separate Account. Ownership of Portfolio shares is
documented on the books and records of the Portfolios and of the Company for the
Separate Account.

The Separate Account is registered with the SEC as a unit investment trust under
the Investment Company Act of 1940 and meets the definition of separate account
under the federal securities laws. Such registration does not involve any
approval or disapproval by the Commission of the Separate Account or our
management or investment practices or policies. We do not guarantee the Separate
Account's investment performance.

Divisions. The Policies presently offer twenty Divisions but may add or delete
Divisions. You may invest in a total of 17 Divisions over the life of the
Policy. Each Division will invest exclusively in shares of a single Portfolio.

Charges & Fees
- --------------------------------------------------------------------------------

> CHARGES & FEES ASSESSED AGAINST PREMIUM

Premium Charges

Before a premium is allocated to any of the Divisions of Separate Account A and
the General Account, we will deduct the following fees and charges:


o  a state premium tax charge of 2.5% unless otherwise required by state law
   (2.0% in Oregon and 2.35% in California).

o  a federal income tax charge of 1.25% ("Federal DAC Tax Charge") which
   reimburses us for our increased federal tax liability under the federal tax
   laws. Subject to state law, we reserve the right to increase these tax
   charges due to changes in the state or federal tax laws that increase our tax
   liability.

o  a Premium Load, which is guaranteed not to exceed 3% of premium, and which we
   currently do not intend to assess after the 10th Policy Year.

The state premium tax charge reimburses us for taxes we pay to states and
municipalities in which the Policy is sold. The amount of tax assessed by a
state or municipality may be more or less than the charge. We may impose the
premium tax charge in states which do not themselves impose a premium tax.


> CHARGES & FEES ASSESSED AGAINST ACCUMULATION VALUE

Charges and fees assessed against the Policy's Accumulation Value can be
deducted from any one of the Divisions, the General Account, or pro rata from
each of the Divisions and


                                       6
<PAGE>

the General Account. If you do not designate one Division, we will deduct the
charges pro rata from each of the Divisions and the General Account.

Monthly Deduction

On each Monthly Anniversary Date and on the Policy Date, we will deduct from the
Policy's Accumulation Value an amount to cover certain expenses associated with
start-up and maintenance of the Policy, administrative expenses, the cost of
insurance for the Policy and any optional benefits added by rider.

The Monthly Deduction equals:

i) the Cost of Insurance for the Policy (as described below), plus

ii) a Monthly Administrative Fee of $10, plus

iii) a monthly Acquisition Charge during the first two Policy Years equal to 2%
of the Load Basis Amount per month in Policy Year 1 and 1% of Load Basis Amount
per month in Policy Year 2, plus

iv) the cost of optional benefits provided by rider.


v) a monthly acquisition charge during the first 24 months following any
increase in Specified Amount for the first two years following the increase.

Cost of Insurance. The Cost of Insurance charge is related to our expected
mortality cost for your basic insurance coverage under the Policy, not including
any supplemental benefit provisions that you may elect through a Policy rider.

The Cost of Insurance charge equals (i) multiplied by the result of (ii) minus
(iii) where:

i) is the current Cost of Insurance Rate as described in the Policy;

ii) is the death benefit at the beginning of the policy month divided by
1.0032737 (to arrive at the proper values for the beginning of the month
assuming the guaranteed interest rate of 4%); and


iii) is the Accumulation Value at the beginning of the policy month, prior to
the monthly deduction for the Cost of Insurance.

The current Cost of Insurance Rate is variable and is based on the Insured's
issue age, sex (where permitted by law), rating class, Policy Year and Specified
Amount. Because the Accumulation Value and the Death Benefit of the Policy may
vary from month to month, the Cost of Insurance charge may also vary on each day
a Monthly Deduction is taken. In addition, you should note that the Cost of
Insurance charge is related to the difference between the Death Benefit payable
under the Policy and the Accumulation Value of the Policy. An increase in the
Accumulation Value or a decrease in the Death Benefit may result in a smaller
Cost of Insurance charge while a decrease in the Accumulation Value or an
increase in the Death Benefit may result in a larger cost of insurance charge.

The Cost of Insurance rate for standard risks will not exceed those based on the
1980 Commissioners Standard Ordinary Mortality Tables Male or Female (1980
Tables). Substandard risks will have monthly deductions based on Cost of
Insurance rates which may be higher than those set forth in the 1980 Tables. A
table of guaranteed maximum Cost of Insurance rates per $1,000 of the Amount at
Risk will be included in each Policy. We may adjust the Monthly Cost of
Insurance rates from time to time. Adjustments will


                                       7
<PAGE>

be on a class basis and will be based on our estimates for future factors such
as mortality experience, investment earnings, expenses (including reinsurance
costs), taxes and the length of time Policies stay in force. Any adjustments
will be made on a nondiscriminatory basis. The current Cost of Insurance rate
will not exceed the applicable maximum Cost of Insurance rate shown in your
Policy.

Monthly Administrative Expense Charge. The Monthly Deduction amount also
includes a monthly administration fee of $10.00. This fee may not be increased.

Acquisition Charge. We will deduct from the Accumulation Value a monthly
acquisition charge of 2% of the Load Basis Amount in the first Policy Year and
1% of the Load Basis Amount in the second Policy Year. The Load Basis Amount is
an amount per $1000 of Specified Amount, which varies by sex, Issue Age and
rating class of the Insured. The maximum load Basis Amount is $66.65, resulting
in a maximum Acquisition Charge of $1.33 per $1000 of Specified Amount in year
1 and $0.67 per $1000 of Specified Amount in Year 2. This charge does not vary
with the amount of premium paid. We reserve the right to increase or decrease
this charge for policies not yet issued in order to correspond with changes in
distribution costs of the Policy. The charge compensates us for the cost of
selling the Policy, including, among other things, agents' commissions,
advertising and printing of prospectuses and sales literature. Normally this
charge plus the Surrender Charge, discussed below, compensate us for total sales
expenses for the year. To the extent sales expenses in any policy year are not
recovered by the Acquisition Charges and the Surrender Charges we collect, we
may recover sales expenses from other sources, including profits from the
Mortality Risk and Expense Risk Charges.

Charges for Optional Benefits. If you elect any optional benefits by adding
riders to the Policy, an optional benefits charge will be included in the
Monthly Deduction amount. The amount of the charge will vary depending upon the
actual optional benefits selected and is described on each applicable Policy
rider.

> CHARGES & FEES ASSESSED AGAINST THE SEPARATE ACCOUNT

Mortality and Expense Risk Charge

We will assess a charge on a daily basis against each Division at a current
annual rate of 0.60% in Policy Years 1 through 25 and 0.35% in Policy Years 26
and later of the value of the Divisions to compensate us for mortality and
expense risks we assume in connection with the Policy. We reserve the right to
increase this charge, but guarantee that it will not exceed 0.85% in Policy
Years 1 through 25 and 0.60% in Policy Years 26 and thereafter. The mortality
risk we assume is that Insureds, as a group, may live for a shorter period of
time than estimated and that we will, therefore, pay a Death Benefit before
collecting a sufficient Cost of Insurance charge. The expense risk assumed is
that expenses incurred in issuing and administering the Policies and operating
the Separate Account will be greater than the administrative charges assessed
for such expenses.

The Separate Account is not subject to any taxes. However, if taxes are assessed
against the Separate Account, we reserve the right to assess taxes against the
Separate Account Value.

Administrative Charge for Transfers or Withdrawal

We may impose an Administrative Fee of $50 for each transfer among the
Divisions of the Separate Account or the General Account, after the first 12
transfers in a Policy Year (up to a maximum of 20). We will also charge an
Administrative Fee on withdrawals equal to the lesser of 2% of the withdrawal
amount or $50.

> CHARGES ASSESSED AGAINST THE UNDERLYING FUNDS

Following are the investment advisory and sub-investment management fees, paid
by each of the Funds as a percentage of average net assets.


                                       8
<PAGE>


Jefferson Pilot Variable Fund, Inc.

                                  World Growth Stock,
                                  Global Hard Assets,
                                    Small Company,                   S&P
    Average Daily       Money           Value,          Capital      500
     Net Assets        Market        and Balanced        Growth     Index
     ----------        ------        ------------        ------     -----
First $200 million      .50%             .75%            1.00%      .24%
Next $1.1 billion       .45%             .70%             .95%      .24%
Over $1.3 billion       .40%             .65%             .90%      .24%

    Average Daily       Emerging       High Yield      International
     Net Assets          Growth     Bond and Growth       Equity
     ----------          ------     ---------------       ------
First $200 million        .80%            .75%             1.00%
Next $1.1 billion         .75%            .75%             1.00%
Over $1.3 billion         .70%            .75%             1.00%

The compensation of the Sub-Investment Managers is paid directly from the
investment management fees of JP Investment Advisory and is set forth in the
table below as an annual percentage of the average daily net assets of the
Portfolio managed:

                              Sub-Investment Manager Fees
                              ---------------------------
                                 Templeton   Van Eck     Lord
                        Janus      World     Global     Abbett
    Average Daily      Capital    Growth      Hard       Small
     Net Assets        Growth      Stock     Assets     Company
     ----------        ------      -----     ------     -------
First $200 million      .70%       .50%       .50%       .50%
Next $1.1 billion       .65%       .45%       .45%       .45%
Over $1.3 billion       .60%       .40%       .40%       .40%


<TABLE>
<CAPTION>
                        Credit      MFS        MFS        MFS                 Barclays
                        Suisse    Emerging    Money      High      Janus       S&P 500
     Net Assets         Value      Growth     Market     Yield    Balanced      Index
     ----------        --------    ------     ------     -----    --------   ---------
<S>                      <C>        <C>        <C>       <C>        <C>         <C>
First $100 Million       .50%       .40%       .30%      .40%       .55%        .05%
Next $100 million        .50%       .40%       .30%      .40%       .50%        .05%
Next $300 million        .50%       .40%       .25%      .40%       .50%        .05%
Over $500 million        .50%       .40%       .25%      .40%       .45%        .025%
Over $1 billion          .50%       .40%       .25%      .40%       .45%        .01%
</TABLE>


                                       9
<PAGE>

                                           Lombard Odier
                               Strong      International
     Net Assets                Growth         Equity
     ----------                ------         ------
First $25 million               .60%           .50%
Next $75 million                .50%           .50%
Next $50 million                .40%           .50%
Over $150 million               .30%           .50%

Templeton International Securities Fund: Class 2.

   Average Daily
    Net Assets
    ----------
First $200 million             .75%
Next $1.1 billion              .675%
Over $1.3 billion              .60%

Class 2 of the Templeton International Securities Fund has a distribution plan
or "Rule 12b-1 Plan" under which it pays the Distributor 0.25% per year of
average net assets invested in the fund's Class 2 shares.


                                       10
<PAGE>

Fidelity VIP and VIP II


                                                Total
                       Management    Other     Annual
    Fidelity VIP          Fee       Expenses  Expenses
    ------------          ---       --------  --------
Equity-Income             .49%        .08%      .57%
Growth                    .59%        .07%      .66%


Fidelity VIP II
- ---------------
Contrafund                .59%        .07%      .66%

MFS Research Series and MFS Utilities Series: 0.75% of average daily net assets.

Oppenheimer Strategic Bond Fund/VA: 0.74% of average daily net assets.

Oppenheimer Bond Fund/VA: 0.80% of average daily net assets.

Certain of the unaffiliated Portfolio advisers reimburse us for administrative
costs incurred in connection with administering the Funds as variable funding
options under the Policy. These reimbursements are paid by the advisers and are
not charged to the Portfolios.

For further details on each Portfolio's expenses please refer to that
Portfolio's prospectus. Additional copies of each Portfolio's prospectus and the
Statement of Additional Information for each Portfolio may be obtained free of
charge by calling (800)-258-3648 x7719.

> CHARGES DEDUCTED UPON SURRENDER

If you surrender the Policy, reduce the Specified Amount, or the Policy lapses
during the first nine Policy Years, we will assess a contingent deferred sales
charge, which will be deducted from the Policy's Accumulation Value. This charge
is imposed in part to recover distribution expenses and in part to recover
certain first year administrative costs. The initial Surrender Charge is the
Surrender Charge we would assess if you surrendered the Policy on the Issue
Date, and is based on the Specified Amount, varying with the Issue Age, risk
classification and, in most states, sex of the Insured. It will be specified in
your Policy and will be in compliance with each state's nonforfeiture law. It
remains level for five years, decreasing to zero in the tenth Policy Year.

The Surrender Charge in any given Policy Year will equal a percentage of the
initial Surrender Charge as follows:

                                                       Surrender Charge
                                                       as Percentage of
                                                       Initial Surrender
Policy Year                                                 Charge*
- -----------                                                 -------
   0-5                                                        100%
    6                                                          80%
    7                                                          60%
    8                                                          40%
    9                                                          20%
   10+                                                          0%

* May be lower at some ages


We will not assess a Surrender Charge after the ninth Policy Year unless there
is an increase in Specified Amount. The maximum Surrender Charge that we will
assess is $47.04 per $1000 of specified amount. This is the Surrender Charge on
a surrender in the first Policy Year for a male smoker, age 68. A pro rata
portion of any Surrender Charge will be assessed upon withdrawal or reduction in
the Specified Amount. The Policy's Accumulation Value will be reduced by the
amount of any withdrawal or reduction in Specified Amount plus any applicable
pro rata Surrender Charge.


> SURRENDER CHARGES ON SURRENDERS AND WITHDRAWALS

All applicable Surrender Charges are imposed on Surrenders.


We will impose a partial Surrender Charge on Withdrawals. The pro rata
Surrender Charge will equal the amount of the Specified Amount reduction
associated with the withdrawal divided by the Specified Amount before the
reduction. We will reduce any applicable remaining Surrender Charges by the same
proportion. A transaction charge equal to the lesser of 2% of the Withdrawal
Amount or $50 will be deducted from the amount of each Withdrawal. (See
"Withdrawals") The Surrender Charge does not apply to Policy loans.

We will also impose a partial Surrender Charge on Decreases in Specified Amount.
It will equal the amount of the Decrease in Specified Amount divided by the
Specified Amount before the Decrease times the then-current Surrender Charge.

> SURRENDER CHARGES ON INCREASES IN SPECIFIED AMOUNT

Increases in Specified Amount will be subject to a new Surrender Charge. The
Surrender Charge on the increase will equal one-half the Surrender Charge we
would assess if you were purchasing a new Policy, rather than increasing the
Specified Amount of your existing Policy.




                                       11
<PAGE>

Other Charges

We reserve the right to charge the assets of each Division to provide for any
income taxes or other taxes payable by us on the assets attributable to that
Division. Although we currently make no charge, we reserve the right to charge
you an administrative fee, not to exceed $50, to cover the cost of preparing any
additional illustrations of current Cash Values and current mortality
assumptions which you may request after the Policy Date.

Allocation of Premiums
- --------------------------------------------------------------------------------

You may allocate all or a part of your Net Premiums to the Divisions currently
available under your Policy or you may allocate all or a part of your Net
Premiums to the General Account.

THE PORTFOLIOS

The Separate Account currently invests in shares of the Portfolios listed below.
Net Premiums applied to the Separate Account will be invested in the Portfolios
in accordance with your selection. Portfolios may be added or withdrawn as
permitted by applicable law. We reserve the right to limit the total number of
Portfolios you may elect to 17 over the lifetime of the Policy or to increase
the total number of Portfolios you may elect. Shares of the Portfolios are not
sold directly to the general public. Each of the Portfolios is available only
through the purchase of variable annuities or variable life insurance policies
(See Mixed and Shared Funding).

The investment results of the Portfolios, whose investment objectives are
described below, are likely to differ significantly. There is no assurance that
any of the Portfolios will achieve their respective investment objectives.
Investment in some of the Portfolios involves special risks, which are described
in their respective prospectuses. You should read the prospectuses for the
Portfolios and consider carefully, and on a continuing basis, which Portfolio or
combination of Portfolios is best suited to your long-term investment
objectives. Except where otherwise noted, all of the Portfolios are diversified,
as defined in the Investment Company Act of 1940.

o     JPVF International Equity Portfolio seeks long-term capital appreciation
      through investments in securities whose primary trading markets are
      outside the United States.

o     JPVF World Growth Stock Portfolio seeks to achieve long-term capital
      growth through a policy of investing primarily in stocks of companies
      organized in the United States 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.

o     JPVF Global Hard Assets Portfolio seeks long-term capital appreciation by
      investing globally, primarily in "Hard Asset Securities". Hard Asset
      Securities include equity and debt securities of "Hard Asset Companies",
      that are directly or indirectly engaged in the exploration, development,
      production or distribution of one or more of the following: precious
      metals; ferrous and non-ferrous metals; oil and gas, petroleum,
      petrochemicals or other hydrocarbons; forest productions; real estate; and
      other basic non-agricultural commodities. Income is a secondary
      consideration.

o     JPVF Emerging Growth Portfolio seeks to provide long-term growth of
      capital. Dividend and interest income from portfolio securities, if any,
      is incidental to the Portfolio's investment objective of long-term growth.

o     JPVF Capital Growth Portfolio seeks capital growth. Realization of income
      is not a significant investment consideration and any income realized will
      be incidental.


                                       12
<PAGE>

o     JPVF Small Company Portfolio seeks to achieve growth of capital. The
      Portfolio pursues its objective by investing primarily in a diversified
      portfolio of equity securities issued by small companies, which are
      defined as companies with market capitalization equal to or less than the
      largest company in the Russell 2000[RegTM] Index.

o     JPVF Growth Portfolio seeks capital growth by investing primarily in
      equity securities that the Sub-Investment Manager believes have above-
      average growth prospects.

o     JPVF S&P 500 Index Portfolio seeks investment results that correspond to
      the total return of common stocks publicly traded in the United States, as
      represented by the S&P 500.

o     JPVF Value Portfolio (formerly JPVF Growth and Income Portfolio) seeks
      long-term growth of capital by investing primarily in a wide range of
      equity issues that may offer capital appreciation and, secondarily, seeks
      a reasonable level of current income.

o     JPVF Balanced Portfolio seeks reasonable current income and long-term
      capital growth, consistent with conservation of capital, by investing
      primarily in common stocks and fixed income securities.

o     JPVF High Yield Bond Portfolio seeks a high level of current income by
      investing primarily in corporate obligations with emphasis on higher
      yielding, higher risk, lower-rated or unrated securities. These securities
      may be considered speculative and involve greater risks, including risk of
      default, than higher rated securities.

o     JPVF Money Market Portfolio seeks to achieve as high a level of current
      income as is consistent with preservation of capital and liquidity. An
      investment in the Money Market Portfolio is neither insured nor guaranteed
      by the U.S. Government.

o     Fidelity Variable Insurance Products Fund--Growth Portfolio seeks capital
      appreciation by investing primarily in common stocks.

o     Fidelity Variable Insurance Products Fund--Equity-Income Portfolio seeks
      reasonable income by investing primarily in income-producing equity
      securities. In choosing these securities, the Fund will also consider the
      potential for capital appreciation.

o     Fidelity Variable Insurance Products Fund II--Contrafund Portfolio seeks
      maximum total return over the long term by investing its assets mainly in
      equity securities of companies that are undervalued or out-of-favor.

o     MFS Variable Insurance Trust--Research Series seeks to provide long-term
      growth of capital and future income by investing a substantial proportion
      of its assets in equity securities of companies believed to possess
      better-than-average prospects for long-term growth.

o     MFS Variable Insurance Trust--Utilities Series seeks capital growth and
      current income (incomes above that available from a portfolio invested
      entirely in equity securities) by investing, under normal circumstances,
      at least 65% (but up to 100% at the discretion of the Adviser) of its
      assets in equity and debt securities of both domestic and foreign
      companies in the utilities industry.

o     Oppenheimer Variable Account Funds--Strategic Bond Fund/VA seeks a high
      level of current income principally derived from interest on debt
      securities and seeks to enhance such income by writing covered call
      options on debt securities. The Portfolio intends to invest principally
      in: (i) foreign government and corporate debt securities, (ii) U.S.
      Government securities, and (iii) lower-rated high yield domestic debt
      securities, commonly known as "junk bonds", which are subject to a greater
      risk of loss of principal and nonpayment of interest than higher-rated
      securities. These securities may be considered to be speculative.


o     Oppenheimer Variable Account Funds--Bond Fund/VA primarily seeks a high
      level of current income from investment in high yield, fixed-income
      securities rated "Baa" or better by Moody's or "BBB" or better by Standard
      & Poor's. Secondarily, this Portfolio seeks capital growth when consistent
      with its primary objective.

o     Franklin Templeton Variable Insurance Products Trust--Templeton
      International Securities Fund seeks long-term capital growth through a
      flexible policy of investing in stocks and debt obligations of companies
      and governments outside the United States. Any income realized will be
      incidental.


                                       13
<PAGE>


          Although the Templeton International Fund generally invests in common
          stock, it may also invest in preferred stocks and certain debt
          securities such as convertible bonds which are rated in any category
          by Standard & Poor's Corporation or Moody's Investors Service, Inc. or
          which are unrated by any rating agency.

Some of the above Portfolios may use instruments known as derivatives as part
of their investment strategies, as described in their respective prospectuses.
The use of certain derivatives such as inverse floaters and principal on debt
instruments may involve higher risk of volatility to a Portfolio. The use of
leverage in connection with derivatives can also increase risk of losses. See
the prospectus for the Portfolio for a discussion of the risks associated with
an investment in those Portfolios. You should refer to the accompanying
prospectuses of the Portfolios for more complete information about their
investment policies and restrictions.

> INVESTMENT ADVISERS FOR EACH OF THE FUNDS:

Jefferson Pilot Variable Fund, Inc. ("JPVF") The investment manager to JPVF is
Jefferson Pilot Investment Advisory Corporation ("JP Investment Advisory"), an
affiliate of the Company. JP Investment Advisory and JPVF have contracted with
nine unaffiliated companies to act as sub-investment managers to the Funds.
They are:

o     JPVF International Equity Portfolio: Lombard Odier International Portfolio
      Management Limited ("Lombard Odier")

o     JPVF World Growth Stock Portfolio: Templeton Global Advisors Limited
      ("Templeton")

o     JPVF Global Hard Assets Portfolio: Van Eck Associates Corporation ("Van
      Eck")

o     JPVF Emerging Growth Portfolio: Massachusetts Financial Services Company
      ("MFS")

o     JPVF Capital Growth Portfolio: Janus Capital Corporation ("Janus")

o     JPVF Small Company Portfolio: Lord, Abbett & Co. ("Lord Abbett")

o     JPVF Growth Portfolio: Strong Capital Management, Inc. ("Strong")

o     JPVF S&P 500 Index Portfolio: Barclays Global Fund Advisors ("Barclays")

o     JPVF Value Portfolio: Credit Suisse Asset Management, LLC ("Credit
      Suisse")

o     JPVF Balanced Portfolio: Janus

o     JPVF High Yield Bond: MFS

o     JPVF Money Market Portfolio: MFS

Fidelity Variable Insurance Products Fund - Fidelity Management and Research
Company ("FMR")

Fidelity Variable Insurance Products Fund II - FMR

MFS Variable Insurance Trust - Massachusetts Financial Services Company ("MFS")

Oppenheimer Variable Account Funds - OppenheimerFunds, Inc. ("Oppenheimer")


Franklin Templeton Variable Insurance Products Trust - Templeton Investment
Counsel, Inc. ("TICI")


> MIXED AND SHARED FUNDING; CONFLICTS OF INTEREST

Shares of the Funds are available to insurance company separate accounts which
fund variable annuity contracts and variable life insurance policies, including
the Policy described in this Prospectus. Because Fund shares are offered to
separate accounts of both affiliated and unaffiliated insurance companies, it is
conceivable that, in the future, it may


                                       14
<PAGE>

not be advantageous for variable life insurance separate accounts and variable
annuity separate accounts to invest in these Funds simultaneously, since the
interests of such Policyowners or contractholders may differ. Although neither
the Company nor the Funds currently foresees any such disadvantages either to
variable life insurance or to variable annuity Policyowners, each Fund'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 Fund.
This might force that Fund to sell portfolio securities at disadvantageous
prices.

> FUND ADDITIONS, DELETIONS OR SUBSTITUTIONS

We reserve the right, subject to compliance with appropriate state and federal
laws, to add, delete or substitute shares of another Portfolio or Fund for
Portfolio shares already purchased or to be purchased in the future for the
Division in connection with the Policy. We may substitute shares of one
Portfolio for shares of another Portfolio if, among other things, (a) it is
determined that a Portfolio no longer suits the purpose of the Policy due to a
change in its investment objectives or restrictions; (b) the shares of a
Portfolio are no longer available for investment; or (c) in our view, it has
become inappropriate to continue investing in the shares of the Portfolio.
Substitution may be made with respect to both existing investments and the
investment of any future premium payments. However, no substitution, addition or
deletion of securities will be made without prior notice to Policyowners, and
without such prior approval of the SEC or other regulatory authorities as may be
necessary, all to the extent required and permitted by the Investment Company
Act of 1940 or other applicable law.

We also reserve the right to make the following changes in the operation of the
Separate Account and the Divisions;

(a) to operate the Separate Account in any form permitted by law;

(b) to take any action necessary to comply with applicable law or obtain and
continue any exemption from applicable laws;

(c) to transfer assets from one Division to another, or from any Division to our
general account;

(d) to add, combine, or remove Divisions in the Separate Account;

(e) to assess a charge for taxes attributable to the operation of the Separate
Account or for other taxes, described in "Charges and Fees--Other Charges" on
page 10 above; and

(f) to change the way we assess other charges, as long as the total other
charges do not exceed the amount currently charged the Separate Account and the
Portfolios in connection with the Policies.

Portfolio shares are subject to certain investment restrictions which may not be
changed without the approval of the majority of the Portfolio's shareholders.
See accompanying Prospectus for the Portfolios.

> GENERAL ACCOUNT

Interests in the General Account have not been registered with the SEC in
reliance upon exemptions under the Securities Act of 1933, as amended and the
General Account has not been registered as an investment company under the 1940
Act. However, disclosure in this Prospectus regarding the General Account may be
subject to certain generally


                                       15
<PAGE>

applicable provisions of the federal securities laws relating to the accuracy
and completeness of the statements. Disclosure in this Prospectus relating to
the Fixed Account has not been reviewed by the SEC.

The General Account is a fixed funding option available under the Policy. We
guarantee a minimum interest rate of 4.0% on amounts in the General Account and
assume the risk of investment gain or loss. The investment gain or loss of the
Separate Account or any of the Portfolios does not affect the General Account
Value.

The General Account is secured by our general assets. Our general assets include
all assets other than those held in separate accounts sponsored by us or our
affiliates. We will invest the assets of the General Account in those assets we
chose, as allowed by applicable law. We will allocate investment income of such
General Account assets between ourself and those policies participating in the
General Account.

We guarantee that, at any time, the General Account Value of your Policy will
not be less than the amount of the Net Premiums allocated to the General
Account, plus any monthly accumulation value adjustment, plus interest at an
annual rate of not less than 4.0%, less the amount of any Withdrawals, Policy
Loans or Monthly Deductions, plus interest at an annual rate of not less than
4.0%.

If you do not accept the Policy issued as applied for or you exercise your "free
look" option, no interest will be credited and we will retain any interest
earned on the initial Net Premium.

Policy Choices
- --------------------------------------------------------------------------------

> GENERAL

The Policy is designed to provide the Insured with lifetime insurance protection
and to provide you with flexibility in amount and frequency of premium payments
and level of life insurance proceeds payable under the Policy. It provides life
insurance coverage on the Insured with a Death Benefit payable on the Insured's
Death. You are not required to pay scheduled premiums to keep the Policy in
force and you may, subject to certain limitations, vary the frequency and amount
of premium payments.

To purchase a Policy, you must complete an application and submit it to us
through the agent selling the Policy. You must furnish satisfactory evidence of
insurability. The Insured under the Policy must generally be under age 85 at the
time the application for the Policy is submitted. For ages 15 and over, the
Insured's smoking status is reflected in the current cost of insurance rates.
Policies issued in certain States will not directly reflect the Insured's sex in
either the premium rates or the charges or values under the Policy. We may
reject an application for any reason.

The minimum Specified Amount at issue is $50,000. We reserve the right to revise
our rules to specify different minimum Specified Amounts at issue. We may
reinsure all or a portion of the Policy.

> PREMIUM PAYMENTS

The Policy is a flexible premium life insurance policy. This means that you may
decide when to make premium payments and in what amounts. You must pay your
premiums to us at our home office or through one of our authorized agents for
forwarding to us. There is no fixed schedule of premium payment on the Policy
either as to amount or frequency. You may determine, within certain limits, your
own premium payment schedule. We will not bill premium payments for less than
$250 ($50 for electronic fund transfers). The Policy has a minimum premium
period of 5 years.


                                       16
<PAGE>

If you pay the Minimum Annual Premium, we guarantee that the Policy will stay in
force throughout the minimum premium period, even if the Surrender Value is
insufficient to pay a Monthly Deduction. The minimum initial premium will equal
the Minimum Annual Premium, divided by 6.

We may require evidence of insurability if payment of a premium will result in
an immediate increase in the difference between the Death Benefit and the
Accumulation Value.

In order to help you obtain the insurance benefits you desire, we will state a
Planned Periodic Premium and Premium Frequency in the Policy. This premium will
generally be based on your insurance needs and financial abilities, the
Specified Amount of the Policy and the Insured's age, sex and risk class. You
are not required to pay Planned Periodic Premiums. If you do not pay a Planned
Periodic Premium, your Policy will not lapse, so long as the Policy's Surrender
Value is sufficient to pay the Monthly Deduction. Payment of the Planned
Periodic Premiums will not guarantee that your Policy will remain in force. (See
"Grace Period")

> MODIFIED ENDOWMENT CONTRACT

The Policy will be allowed to become a Modified Endowment contract under the
Internal Revenue Code only with your consent. Otherwise, if at any time the
premiums paid under the Policy exceed the limit for avoiding modified endowment
contract status, we will refund the excess premium to you with interest within
60 days after the end of the Policy Year in which the premium was received. If,
for any reason, we do not refund the excess premium within that 60-day period,
we will hold the excess premium in a separate deposit fund and credit it with
interest until refunded to you. The interest rate used on any refund, or
credited to the separate deposit fund created by this provision, will be the
excess premium's pro rata rate of return on the contract until the date we
notify you that the excess premium and the earnings on such excess premium have
been removed from the Policy. After the date of such notice, the interest rate
paid on the separate deposit fund will be such rate as we may declare from time
to time on advance premium deposit funds. We may also notify you of other
options available to you to keep the Policy in compliance.

> COMPLIANCE WITH THE INTERNAL REVENUE CODE

The Policy is intended to qualify as life insurance under the Internal Revenue
Code. The Death Benefit provided by the Policy is intended to qualify for the
federal income tax exclusion. If at any time the premium paid under the Policy
exceeds the amount allowable for such qualification, we will refund the excess
premium to you with interest within 60 days after the end of the Policy Year in
which it was received. If, for any reason, we do not refund the excess premium
within the 60-day period, such amount will be held in a separate deposit fund
and will be credited with interest until refunded to you. The interest rate used
on any refund, or credited to the separate deposit fund created by this
provision, will be the excess premium's pro rata rate of return on the contract
until the date we notify you that the excess premium and the earnings on such
excess premium have been removed from the Policy. After the date of such notice,
the interest rate paid on the separate deposit fund will be such rate as we may
declare from time to time on advance premium deposit funds.

We also reserve the right to refuse to make any change in the Specified Amount
or the Death Benefit Option or any other change if such change would cause the
policy to fail to qualify as life insurance under the Code.


                                       17
<PAGE>

Backdating

Under limited circumstances, we may backdate a Policy, upon request, by
assigning a Policy Date earlier than the date the application is signed but no
earlier than six months prior to state approval of the Policy. Backdating may be
desirable so that you can purchase a particular Policy Specified Amount for
lower Cost of Insurance Rate based on a younger insurance age. For a backdated
Policy, we will assess policy fees and charges from the Policy Date. Backdating
of your Policy will not affect the date on which your premium payments are
credited to the Separate Account.

Allocation of Premiums

We will allocate premium payments, net of the premium tax charge, Federal DAC
tax charge and Premium Load, plus interest earned prior to the Allocation Date,
among the General Account and the divisions of the Separate Account in
accordance with your directions to us. The minimum percentage of any net premium
payment allocated to any division or the General Account is 5% and allocation
percentages must be in whole numbers only. Your initial premium (including any
interest) will be allocated, as you instructed, on the Allocation Date. Your
subsequent premiums will be allocated as of the date they are received in our
Home Office. Prior to the Allocation Date, the initial net premium, and any
other premiums received, will be allocated to the General Account. (See "Right
of Policy Examination")

You may change your premium allocation instructions at any time. Your request
may be written or by telephone, so long as the proper telephone authorization is
on file with us. Allocations must be changed in whole percentages. The change
will be effective as of the date of the next premium payment after you notify
us. We will send you confirmation of the change. (See "Transfers and Allocations
to Funding Options")

> DEATH BENEFIT OPTIONS

At the time of purchase, you must choose between the available Death Benefit
Options. The amount payable upon the Death of the Insured depends upon which
Death Benefit Option you choose.

      Option 1: The Death Benefit will be the greater of the current Specified
Amount or the Accumulation Value on the Death of the Insured multiplied by the
corridor percentage, as described below.

      Option 2: The Death Benefit equals the greater of the current Specified
Amount plus the Accumulation Value on the Death of the Insured or the
Accumulation Value on the date of death multiplied by the corridor percentage,
as described below.


      Option 3: The Death Benefit equals the current specified amount plus the
total premiums paid less any withdrawals to the date of death. If the total
of the withdrawals exceeds the premiums paid then the Death Benefit will be
less than the Specified Amount.


The corridor percentage is used to determine a minimum ratio of Death Benefit to
Accumulation Value. This is required to qualify the Policy as life insurance
under the federal tax laws.


                                       18
<PAGE>

Death Benefit Qualification Test

You will also choose between the two Death Benefit qualification tests, the cash
value accumulation test and the guideline premium test. Once you have made your
choice, the Death Benefit qualification test cannot be changed.

The guideline premium test limits the amount of premium payable for an Insured
of a particular age and sex. It also applies a prescribed corridor percentage to
determine a minimum ratio of Death Benefit to Accumulation Value.

Following are the Corridor Percentages under the Guideline Premium Test:

Corridor Percentages (Attained Age of the Insured at the Beginning of the
Contract Year)

   Age        %      Age       %       Age       %      Age       %
   ---       ---     ---      ---      ---      ---     ---      ---
   0-40      250%     50      185%      60      130%     70      115%
    41       243      51      178       61      128      71      113
    42       236      52      171       62      126      72      111
    43       229      53      164       63      124      73      109
    44       222      54      157       64      122      74      107
    45       215      55      150       65      120    75-90     105
    46       209      56      146       66      119      91      104
    47       203      57      142       67      118      92      103
    48       197      58      138       68      117      93      102
    49       191      59      134       69      116      94+     101

The cash value accumulation test requires that the Death Benefit be sufficient
to prevent the Accumulation Value, as defined in Section 7702 of the Code, from
ever exceeding the net single premium required to fund the future benefits under
the Policy. If the Accumulation Value is ever greater than the net single
premium at the Insured's age and sex for the proposed Death Benefit, the Death
Benefit will be automatically increased by multiplying the Accumulation Value by
a corridor percentage that is defined as $1000 divided by the net single
premium.

The tests differ as follows:

(1)   the guideline premium test limits the amount of premium that you can pay
      into your Policy; the cash value accumulation test does not.

(2)   the factors that determine the minimum Death Benefit relative to the
      Policy's Accumulation Value are different. Required increases in the
      minimum Death Benefit due to growth in Accumulation Value will generally
      be greater under the cash value accumulation test.

(3)   If you wish to pay premiums in excess of the guideline premium test
      limitation, you should elect the cash value accumulation test. If you do
      not wish to pay premiums in excess of the guideline premium test
      limitations, you should consider the guideline premium test.

You should consult with a qualified tax adviser before choosing the Death
Benefit Qualification Test.


The following example demonstrates the Death Benefits under Options 1, 2 and 3
for the cash value accumulation test and the guideline premium test. The example
shows an Ensemble III Policy issued to a male, non-smoker, Age 45, at the time
of calculation of the Death Benefit. The Policy is in its 10th Policy Year and
there is no outstanding Policy Debt.

<TABLE>
<CAPTION>
                                        Cash Value Accumulation    Guideline Premium
                                                  Test                    Test
                                        -----------------------    -----------------
<S>                                            <C>                      <C>
Specified Amount .......................       100,000                  100,000
Accumulation Value .....................        52,500                   52,500
Corridor Percentage ....................           294%                     215%
Total Premiums less Withdrawals.........        15,000                   15,000
Death Benefit Option 1 .................       154,088                  112,875
Death Benefit Option 2 .................       154,088                  152,500
Death Benefit Option 3 .................       154,088                  115,000
</TABLE>


Under any of the Death Benefit Options, the Death Benefit will be reduced by a
Withdrawal. (See "Withdrawals") The Death Benefit payable under any of the
Options will also be reduced by the amount necessary to repay the Policy Debt in
full and, if the Policy is within the Grace Period, any payment required to keep
the Policy in force.

The Death Benefit will be set at 101% of the Cash Value on the Policy
Anniversary Date nearest the Insured's Attained Age 100.

                                       19
<PAGE>


After we issue the Policy, you may, subject to certain restrictions, change the
Death Benefit selection by sending us a request in writing. If you change the
Death Benefit Option from Option 2 to Option 1, the Specified Amount will be
increased by the Policy's Accumulation Value on the effective date of the
change. If you change the Death Benefit option from Option 1 to Option 2, the
Specified Amount will be decreased by the Policy's Accumulation Value on the
effective date of the change. If you change the Death Benefit Option from Option
3 to Option 2, the Specified Amount will be increased by the Premiums paid to
the date of the change less any withdrawals and then will be decreased by the
Accumulation Value in the date of the change. If you change the Death Benefit
from Option 3 to Option 1, the Specified Amount will be increased by the
Premiums paid less any withdrawals, to the date of the change. You may not
change from Options 1 or 2 to Option 3. If a change would result in an immediate
change in the Death Benefit, such change will be subject to evidence of
insurability.

> TRANSFERS AND ALLOCATIONS TO FUNDING OPTIONS

You may transfer all or part of the Accumulation Value to any other Portfolio or
to the General Account at any time. Funds may be transferred between the
Portfolios or from the Portfolios to the General Account. We currently permit 12
transfers per year without imposing any transfer charge. For transfers over 12
in any Policy Year, we will impose a transfer charge of $50, which we will
deduct on a pro rata basis from the Division or Divisions or the General Account
into which the amount is transferred, unless you specify otherwise. We will not
impose a Transfer Charge on the transfer of any Net Premium payments received
prior to the Allocation Date, plus interest earned, from the General Account to
the Divisions on the Allocation Date, or on loan repayments. We will not impose
a Transfer Charge for transfers under the Dollar Cost Averaging or Portfolio
Rebalancing features. You may currently make up to 20 transfers per Policy Year.
We reserve the right to modify transfer privileges and charges.

You may at any time transfer 100% of the Policy's Accumulation Value to the
General Account and choose to have all future premium payments allocated to the
General Account. After you do this, the minimum period the Policy will be in
force will be fixed and guaranteed. The minimum period will depend on the amount
of Accumulation Value, the Specified Amount, the sex, Attained Age and rating
class of the Insured at the time of transfer. The minimum period will decrease
if you choose to surrender the Policy or make a withdrawal. The minimum period
will increase if you choose to decrease the Specified Amount, make additional
premium payments, or we credit a higher interest rate or charge a lower cost of
insurance rate than those guaranteed for the General Account.

Except for transfers in connection with Dollar Cost Averaging, Automatic
Portfolio Rebalancing and loan repayments, we allow transfers out of the General
Account to the Divisions only once in every 180 days and limit their amount to
the lesser of (a) 25% of the Accumulation Value in the General Account not being
held as loan collateral, or (b) $100,000. Any other transfer rules, including
minimum transfer amounts, also apply. We reserve the right to modify these
restrictions.

We will not impose a transfer charge for a transfer of all Accumulation Value in
the Separate Account to the General Account. A transfer from the General Account
to the Divisions of the Separate Account will be subject to the transfer charge
unless it is one of the first 12 transfers in a Policy Year and except for the
transfer of any Net Premium payments received prior to the Allocation Date, plus
interest earned, from the General Account and loan repayments.

We reserve the right to refuse or restrict transfers made by third-party agents
on behalf of Policyowner or pursuant to market timing services when we determine
that such transfers will be detrimental to the Portfolios, Policyowner or you.


                                       20
<PAGE>

> TELEPHONE TRANSFERS, LOANS AND REALLOCATIONS

You, your authorized representative, or a member of his/her administrative staff
may request a transfer of Accumulation Value or reallocation of premiums
(including allocation changes relating to existing Dollar Cost Averaging and
Automatic Portfolio Rebalancing programs) either in writing or by telephone. In
order to make telephone transfers, you must complete a written telephone
transfer authorization form and return it to us at our Home Office. All
transfers must be in accordance with the terms of the Policy. If the transfer
instructions are not in good order, we will not execute the transfer and you
will be notified.

We may also permit loans to be made by telephone, provided that your
authorization form is on file with us. Only you may request loans by telephone.

We will use reasonable procedures, such as requiring identifying information
from callers, recording telephone instructions, and providing written
confirmation of transactions, in order to confirm that telephone instructions
are genuine. Any telephone instructions which we reasonably believe to be
genuine will be your responsibility, including losses arising from any errors in
the communication of instructions. As a result of this procedure, you will bear
the risk of loss. If we do not use reasonable procedures, as described above, we
may be liable for losses due to unauthorized instructions.

> AUTOMATED TRANSFERS (DOLLAR COST AVERAGING AND PORTFOLIO REBALANCING)

Dollar Cost Averaging describes a system of investing a uniform sum of money at
regular intervals over an extended period of time. Dollar Cost Averaging is
based on the economic fact that buying a security with a constant sum of money
at fixed intervals results in acquiring more of the item when prices are low and
less of it when prices are high.

You may establish automated transfers of a specific dollar amount (the "Periodic
Transfer Amount") on a monthly, quarterly or semi-annual basis from the Money
Market Division or the General Account to any other Portfolio or to the General
Account. You must have a minimum of $3,000 allocated to either the Money Market
Division or the General Account in order to enroll in the Dollar Cost Averaging
program. The minimum Periodic Transfer Amount is $250. A minimum of 5% of the
Periodic Transfer Amount must be transferred to any specified Division. There is
no additional charge for the program. You may start or stop participation in the
Dollar Cost Averaging program at any time, but you must give us at least 30
days' notice to change any automated transfer instructions that are currently in
place. We reserve the right to suspend or modify automated transfer privileges
at any time.

You may elect an Automatic Portfolio Rebalancing feature which provides a method
for reestablishing fixed proportions between various types of investments on a
systematic basis. Under this feature, we will automatically readjust the
allocation between the Divisions and the General Account to the desired
allocation, subject to a minimum of 5% per Division or General Account, on a
quarterly, semi-annual or annual basis. There is no additional charge for the
program.

You may not elect Dollar Cost Averaging and Automatic Portfolio Rebalancing at
the same time. We will make transfers and adjustments pursuant to these features
on the Policy's Monthly Anniversary Date in the month when the transaction is to
take place, or


                                       21
<PAGE>

the next succeeding business day if the Monthly Anniversary Date falls on a
holiday or weekend. We must have an authorization form on file before either
feature may begin. Transfers under these features are not subject to the
transfer fee and do not count toward the 12 free transfers or the 20 transfer
maximum currently allowed per year.

Before participating in the Dollar Cost Averaging or Automatic Portfolio
Rebalancing programs, you should consider the risks involved in switching
between investments available under the Policy. Dollar Cost Averaging requires
regular investments regardless of fluctuating price levels, and does not
guarantee profits or prevent losses. Automatic Portfolio Rebalancing is
consistent with maintaining your allocation of investments among market
segments, although it is accomplished by reducing your Accumulation Value
allocated to the better performing segments. Therefore, you should carefully
consider market conditions and each Fund's investment policies and related risks
before electing to participate in the Dollar Cost Averaging or Automatic
Portfolio Rebalancing programs.

Policy Values
- --------------------------------------------------------------------------------

> ACCUMULATION VALUE

The Accumulation Value of Your Policy is determined on a daily basis.
Accumulation Value is the sum of the values in the Divisions plus the value in
the General Account. We calculate Your Policy's Accumulation Value in the
Divisions by units and unit values under the Policies. Your Policy's
Accumulation Value will reflect the investment experience of the Divisions
investing in the Portfolios, any additional net premiums paid, any withdrawals,
any policy loans, and any charges assessed in connection with the Policy. We do
not guarantee Accumulation Values in the Separate Account as to dollar amount.

On the Allocation Date, the Accumulation Value in the Separate Account (the
"Separate Account Value") equals the initial premium payments, less the premium
load and the State Premium Tax and Federal DAC Tax Charges, plus interest earned
prior to the Allocation Date, and less the Monthly Deduction for the first
policy month. We will establish the initial number of units credited to the
Separate Account for Your Policy on the Allocation Date. At the end of each
Valuation Period thereafter, the Accumulation Value in a Division is

(i) the Accumulation Value in the Division on the preceding Valuation Date
multiplied by the net investment factor, described below, for the current
Valuation Period, plus

(ii) any Net Premium we receive during the current Valuation Period which is
allocated to the Division, plus

(iii) all Accumulation Value transferred to the Division from another Division
or the General Account during the current Valuation Period, minus

(iv) the Accumulation Value transferred from the Division to another Division or
the General Account and Accumulation Value transferred to secure a Policy Debt
during the current Valuation Period, minus

(v) all withdrawals from the Division during the current Valuation Period.

Whenever a Valuation Period includes the Monthly Anniversary Date, the Separate
Account Value at the end of such period is reduced by the portion of the monthly
deduction and increased by any Accumulation Value Adjustment allocated to the
Divisions.


                                       22
<PAGE>

We will calculate a guaranteed monthly Accumulation Value Adjustment at the
beginning of the second Policy Year and every Policy Year thereafter. The
adjustment will be allocated among the General Account and the Divisions in the
same proportion as premium payments. The adjustment is calculated as (i)
multiplied by the total of (ii) plus (iii) minus (iv), but not less than zero,
where:


(i) is the lesser of .0333% and the excess of the monthly mortality and expense
risk charge currently assessed over .01666% in Policy Years 2 through 25 and the
lesser of .02083% and the excess of the monthly mortality and expense risk
charge currently assessed over .008333% in Policy Years 26 and thereafter;


(ii) is the amount allocated to the Divisions at the beginning of the Policy
Year;

(iii) is the Type B loan balance at the beginning of the Policy Year; and


(iv) is the Guideline Single Premium at issue under Section 7702 of the Code,
adjusted for any increases in Specified Amount.


See "Policy Loans" for a description of Type B loans.

> Unit Values

We credit Units to you upon allocation of Net Premiums to a Division. Each Net
Premium payment you allocate to a Division will increase the number of units in
that Division. We credit both full and fractional units. We determine the number
of units and fractional units by dividing the Net Premium payment by the unit
value of the Division to which you have allocated the payment. We determine each
Division's unit value on each Valuation Date. The number of units credited to
your Policy will not change because of subsequent changes in unit value. The
number is increased by subsequent contributions or transfers allocated to a
Division, and decreased by charges and withdrawals from that Division. The
dollar value of each Division's units will vary depending on the investment
performance of the corresponding Portfolio, as well as any expenses charged
directly to the Separate Account.

The initial Unit Value of each Division's units was $10.00. Thereafter, the Unit
Value of a Division on any Valuation Date is calculated by multiplying the
Division's Unit Value on the previous Valuation Date by the Net Investment
Factor for the Valuation Period then ended.

> Net Investment Factor

The Net Investment Factor measures each Division's investment experience and is
used to determine changes in Unit Value from one Valuation Period to the next.
We calculate the Net Investment Factor by dividing (1) by (2) and subtracting
(3) from the result, where:

(1) is the sum of:

(a) the Net Asset Value of a Fund share held in the Separate Account for that
Division determined at the end of the current Valuation Period; plus

(b) the per share amount of any dividend or capital gain distributions made for
shares held in the Separate Account for that Division if the ex-dividend date
occurs during the Valuation Period;

(2) is the Net Asset Value of a Fund share held in the Separate Account for that
Division determined as of the end of the preceding Valuation Period; and

(3) is the daily charge representing the Mortality & Expense Risk Charge. This
charge is equal, on an annual basis, to a percentage of the average daily Net
Asset Value of Fund shares held in the Separate Account for that Division.


                                       23
<PAGE>

Because the Net Investment Factor may be greater than, less than or equal to 1,
values in a Division may increase or decrease from Valuation Period to Valuation
Period.

The General Account Value reflects amounts allocated to the General Account
through payment of premiums or transfers from the Separate Account, plus
interest credited to those amounts. Amounts allocated to the General Account,
and interest thereon, are guaranteed; however there is no assurance that the
Separate Account Value of the Policy will equal or exceed the Net Premiums paid
and allocated to the Separate Account.

You will be advised at least annually as to the number of Units which remain
credited to the Policy, the current Unit Values, the Separate Account Value, the
General Account Value, and the Accumulation Value.

> SURRENDER VALUE

The Surrender Value of the Policy is the amount you can receive in cash by
surrendering the Policy. The Surrender Value will equal (a) the Accumulation
Value on the date of surrender; less (b) the Surrender Charge; less (c) the
Policy Debt. (See Charges Deducted Upon Surrender)


                                       24
<PAGE>

Policy Rights
- --------------------------------------------------------------------------------

> SURRENDERS

By Written Request, you may surrender the Policy for its Surrender Value at any
time while the Insured is alive. All insurance coverage under the Policy will
end on the date of the Surrender. All or part of the Surrender Value may be
applied to one or more of the Settlement Options described in this Prospectus or
in any manner to which we agree and that we make available. (See Right to Defer
Payment, Policy Settlement and Payment of Benefits)

WITHDRAWALS

By Written Request, you may, at any time after the expiration of the Free Look
Period, make withdrawals from the Policy. A charge equal to the lesser of $50 or
2% of the Withdrawal will be deducted from the amount of the Cash Value which
you withdraw. We will also deduct a pro rata Surrender Charge. The minimum
amount of any withdrawal after the charge is applied is $500. The amount you
withdraw cannot exceed the Surrender Value.

Withdrawals will generally affect the Policy's Accumulation Value, Cash Value
and the life insurance proceeds payable under the Policy as follows.


o     The Policy's Cash Value will be reduced by the amount of the withdrawal
      plus the $50 charge;

o     The Policy's Accumulation Value will be reduced by the amount of the
      withdrawal the $50 charge plus any applicable pro rata Surrender Charge;

o     The Death Benefit will be reduced by an amount equal to the reduction in
      Accumulation Value.


The withdrawal will reduce the Policy's values as described in the "Charges
Deducted Upon Surrender" section.

If the Death Benefit Option for the Policy is Option 1, a withdrawal will reduce
the Specified Amount. However, we will not allow a withdrawal if the Specified
Amount will be reduced below $50,000.

If the Death Benefit Option for the Policy is Option 2, a withdrawal will reduce
the Accumulation Value, usually resulting in a dollar-for-dollar reduction in
the Death Benefit.

If the Death Benefit Option for the Policy is Option 3, a Withdrawal will result
in a dollar-for-dollar reduction in the Death Benefit.

You may allocate a withdrawal among the Divisions and the General Account. If
you do not make such an allocation, we will allocate the withdrawal among the
Divisions and the General Account in the same proportion that the Accumulation
Value in each Division and the General Account Value, less any Policy Debt,
bears to the total Accumulation Value of the Policy, less any Policy Debt. (See
Right to Defer Payment, Policy Changes and Payment of Benefits)

> GRACE PERIOD

Generally, on any Monthly Anniversary Date, if your Policy's Surrender Value is
insufficient to satisfy the Monthly Deduction, we will allow you 61 days of
grace for payment of an amount sufficient to continue coverage. We call this
"lapse pending status". During the first five policy years, however, if you have
paid the required cummulative minimum premiums, your Policy will not enter the
Grace Period regardless of declines in the Surrender Value.

Written notice will be mailed to your last known address, according to Our
records, not less than 61 days before termination of the Policy. This notice
will also be mailed to the last known address of any assignee of record.

                                       25
<PAGE>

The Policy will stay in force during the Grace Period. If the Insured dies
during the Grace Period, we will reduce the Death Benefit by the amount of any
Monthly Deduction due and the amount of any outstanding Policy Debt.

If payment is not made within 61 days after the Monthly Anniversary Day, the
Policy will terminate without value at the end of the Grace Period.

> REINSTATEMENT OF A LAPSED OR TERMINATED POLICY

If the Policy terminates as provided in its Grace Period provision, you may
reinstate it. To reinstate the Policy, the following conditions must be met:

o     The Policy has not been fully surrendered.

o     You must apply for reinstatement within 5 years after the date of
      termination and before the Insured's Attained Age 100.

o     We must receive evidence of insurability satisfactory to us.

o     We must receive a premium payment sufficient to keep the Policy in force
      for the current month plus two additional months.

o     If a loan was outstanding at the time of lapse, we will require that
      either you repay or reinstate the loan.

o     Supplemental Benefits will be reinstated only with our consent. (See Grace
      Period and Premium Payments)

> COVERAGE BEYOND INSURED'S ATTAINED AGE 100

At the Insured's Attained Age 100, we will make several changes to your Policy.
At that point and thereafter, the Specified Amount will equal the current
Accumulation Value. The Death Benefit will be set to Option 1 and will equal
101% of the Specified Amount less Policy Debt. We will no longer deduct any Cost
of Insurance charges or monthly Administrative Charges, the Monthly Accumulation
Value Adjustment will cease and no new premiums will be accepted.

> RIGHT TO DEFER PAYMENT

Payments of any Separate Account Value will be made within 7 days after our
receipt of your Written Request. However, we reserve the right to suspend or
postpone the date of any payment of any benefit or values for any Valuation
Period (1) when the New York Stock Exchange is closed (except holidays or
weekends); (2) when trading on the Exchange is restricted; (3) when an emergency
exists as determined by the SEC so that disposal of the securities held in the
Funds is not reasonably practicable or it is not reasonably practicable to
determine the value of the Funds' net assets; or (4) during any other period
when the SEC, by order, so permits for the protection of security holders. For
payment from the Separate Account in such instances, we may defer payment of
Full Surrender and Withdrawal Values, any Death Benefit in excess of the current
Specified Amount, transfers and any portion of the Loan Value.

Payment of any General Account Value may be deferred for up to six months,
except when used to pay amounts due us.

> POLICY LOANS

We will grant loans at any time after the expiration of the Right of Policy
Examination. The amount of the loan will not be more than the Loan Value. Unless
otherwise required by state law, the Loan Value for this Policy is 100% of Cash
Value at the end of the Valuation Period during which the loan request is
received. The maximum amount you can borrow at any time is the Loan Value
reduced by any outstanding Policy Debt.


                                       26
<PAGE>

We will usually disburse loan proceeds within seven days from the Date of
Receipt of a loan request, although we reserve the right to postpone payments
under certain circumstances. See "OTHER MATTERS--Postponement of Payments". We
may, in our sole discretion, allow you to make loans by telephone if you have
filed a proper telephone authorization form with us. So long as your Policy is
in force and the Insured is living, you may repay your loan in whole or in part
at any time without penalty.

Accumulation Value equal to the loan amount will be maintained in the General
Account to secure the loan. You may allocate a policy loan among the Divisions
of the Separate Account and the existing General Account value that is not
already allocated to secure a Policy Loan, and we will transfer Separate Account
Value as you have indicated. If you do not make this allocation, the loan will
be allocated among the Divisions and the General Account in the same proportion
that the Accumulation Value in each Division and the Accumulation Value in the
General Account less Policy Debt bears to the total Accumulation Value of the
Policy, less Policy Debt, on the date of the loan. We will make a similar
allocation for unpaid loan interest due. A policy loan removes Accumulation
Value from the investment experience of the Separate Account, which will have a
permanent effect on the Accumulation Value and Death Benefit even if the loan is
repaid. General Account Value equal to Policy Debt will accrue interest daily at
an annual rate of 4%.

We will charge interest on any outstanding Policy Debt with the interest
compounded annually. There are two types of loans available. A Type A loan is
charged the same interest rate as the interest credited to the amount of the
Accumulation Value held in the General Account to secure loans, which is an
effective annual rate of 4%. The amount available at any time for a Type A loan
is the maximum loan amount, less the Guideline Single Premium at issue, adjusted
on a pro rata basis for increases in Specified Amount, as set forth in the Code,
less any outstanding Type A loans. Any other loans are Type B loans. A Type B
loan is charged an effective annual interest rate of 5%. One loan request can
result in both a Type A and a Type B loan. A loan request will first be granted
as a Type A loan, to the extent available, and then as a Type B loan. All loans
become Type A loans at attained age 100. Otherwise, once a loan is granted, it
remains a Type A or Type B loan until it is repaid. Interest is due and payable
at the end of each Policy Year and any unpaid interest due becomes loan
principal.

If Policy Debt exceeds Cash Value, we will notify you and any assignee of
record. You must make a payment within 61 days from the date Policy Debt exceeds
Cash Value or the Policy will lapse and terminate without value (See "Grace
Period"). If this happens, you may be taxed on the total appreciation under the
Policy. However, you may reinstate the Policy, subject to proof of insurability
and payment of a reinstatement premium. See "Reinstatement of a Lapsed Policy".

You may repay the Policy Debt, in whole or in part, at any time during the
Insured's life, so long as the Policy is in force. The amount necessary to repay
all Policy Debt in full will include any accrued interest. If there is any
Policy Debt, we will apply payments received from you as follows: we will apply
payments as premium in the amount of the Planned Periodic Premium, received at
the Premium Frequency, unless you specifically designate the payment as a loan
repayment. We will apply payments in excess of the Planned Periodic Premium or
payments received other than at the Premium Frequency, first as policy loan
repayments, then as premium when you have repaid the Policy Debt.


                                       27
<PAGE>

If you have both a Type A and a Type B loan, we will apply repayments first to
the Type B loan and then to the Type A loan. Upon repayment of all or part of
the Policy Debt, we will transfer the Policy's Accumulation Value securing the
repaid portion of the debt in the General Account to the Divisions and the
General Account in the same proportion in which the loan was taken.

An outstanding loan amount will decrease the Surrender Value available under the
Policy. For example, if a Policy has a Surrender Value of $10,000, you may take
a loan of 100% or $10,000, leaving a new Surrender Value of $0. If a loan is not
repaid, the decrease in the Surrender Value could cause the Policy to lapse. In
addition, the Death Benefit will be decreased because of an outstanding Policy
Loan. Furthermore, even if you repay the loan, the amount of the Death Benefit
and the Policy's Surrender Value may be permanently affected since the Loan
Value is not credited with the investment experience of the Funds.

> POLICY CHANGES

You may make changes to your Policy, as described below, by submitting a Written
Request to our Home Office. Supplemental Policy Specification pages and/or a
notice confirming the change will be sent to you once the change is completed.

Increase or Decrease in Specified Amount

You may increase the Specified Amount of this Policy after the 1st Policy Year,
so long as you are under attained age 86 and you send us a written request and
the Policy to Our home office. However:

o     Any increase or decrease must be at least $25,000

o     Any increase or decrease will affect your cost of insurance charge

o     Any increase or decrease may affect the monthly Accumulation Value
      Adjustment

o     We may require evidence of insurability for an increase

o     Any increase will affect the amount available for a Type A loan, but a
      decrease will not have any such effect

o     Any increase will be effective on the Monthly Anniversary Date after the
      Date of Receipt of the request

o     We will assess a charge against the Accumulation Value on the Monthly
      Anniversary Date that an increase takes effect. This charge is an amount
      per $1000 of increase in Specified Amount, which varies by sex, attained
      age, and rating class of the Insured at the time of the increase

o     Any increase will result in a new Acquisition Charge for the 24 months
      following the increase;

o     Any increase will result in a new Surrender Charge

o     We will assess a pro rata surrender charge on decreases

o     Any decrease may result in federal tax implications (See "Federal Tax
      Matters")

o     No decrease may decrease the Specified Amount below $25,000.

o     Any decrease will first apply to coverage provided by the most recent
      increase, then to the next most recent, and so on, and finally to the
      coverage under the original application

o     We will allow increases in Specified Amount at any time, so long as the
      Policy is issued as a 1035 exchange and the increase is needed to avoid
      the Policy becoming a modified endowment contract because of additional
      1035 exchange money we receive after the policy is issued


Change in Death Benefit Option

Any change in the Death Benefit Option is subject to the following conditions:

o     The change will take effect on the Monthly Anniversary Date on or next
      following the date on which your Written Request is received.

o     There will be no change in the Surrender Charge.


o     Evidence of insurability may be required if the change would result in an
      increase in the difference between the Death Benefit and the Accumulation
      Value.

o     If you change from Option 1 to Option 2 the Specified Amount will be
      decreased by the Accumulation Value.

o     If you change from Option 2 to Option 1, the Specified Amount will be
      increased by the Accumulation Value.

o     If you change from Option 3 to Option 1, the Specified Amount will be
      increased by the total premiums paid less any withdrawals.

o     If you change from Option 3 to Option 2, the Specified Amount will be
      increased by the total premiums paid less any withdrawals, and decreased
      by the Accumulation Value.


                                       28
<PAGE>


o     Changes from Option 1 to 2 or from Option 3 to Option 1 or 2 will be
      allowed at any time while this Policy is in force, We will not require
      evidence of insurability for this change, so long as the Specified Amount
      is adjusted to make the difference between the Death Benefit and the
      Accumulation Value after the change in Death Benefit Option the same as it
      was before the change.

If the change decreases the Specified Amount below the minimum of $50,000, we
will increase the Specified Amount to $50,000.

Changes from Option 2 to 1 will be allowed at any time while this Policy is in
force. The new Specified Amount will be increased to equal the Specified Amount
plus the Accumulation Value as of the date of the change. (See Surrender Charge
and Right of Policy Examination) Changes to Option 3 are not allowed.


> RIGHT OF POLICY EXAMINATION ("FREE LOOK PERIOD")

The Policy has a free look period during which you may examine the Policy. If
for any reason you are dissatisfied, you may return the Policy to us at our
Service Office or to our representative within 10 days of delivery of the Policy
to you (or within a different period if required by State law). Return the
Policy to Jefferson Pilot Financial Insurance Company at One Granite Place,
Concord, New Hampshire 03301. Upon its return, the Policy will be deemed void
from its beginning. We will return to you within seven days all payments we
received on the Policy. Prior to the Allocation Date, we will hold the initial
Net Premium, and any other premiums we receive, in our General Account. We will
retain any interest earned if the Free Look right is exercised, unless otherwise
required by State law.

> SUPPLEMENTAL BENEFITS

The supplemental benefits currently available as riders to the Policy include
the following:


o     Accelerated Benefit Rider--pays a portion of the Death Benefit upon
      occurrence of critical or terminal illness or nursing home confinement,
      subject to the terms of the rider.

o     Accidental Death Benefit Rider--provides a benefit in the event of
      accidental death, subject to the terms of the rider.

o     Automatic Increase Rider--allows for scheduled annual increases in
      Specified Amount, subject to the terms of the rider.

o     Children's Term Insurance Rider--provides increments of level term
      insurance on the Insured's children, subject to the terms of the rider.

o     Death Benefit Maintenance Rider--provides a death benefit
      beyond the Insured's age 100, subject to the terms of the rider.

o     Disability Waiver of Deductions--waives monthly deductions in the event of
      disability before age 65, subject to the terms of the rider.

o     Disability Waiver of Specified Premium--deposits a specified premium
      monthly into the Policy if the Insured is disabled before age 65, subject
      to the terms of the rider.

o     Guaranteed Death Benefit Rider--guarantees that the Policy will stay in
      force during the guarantee period with a Death Benefit equal to the
      Specified Amount, subject to the terms of the rider.

o     Guaranteed Insurability Rider--provides that the Insured can purchase
      additional insurance at certain future dates without evidence of
      insurability, subject to the terms of the rider.

o     Spouse Term Rider--provides coverage on the spouse of the
      insured, subject to the terms of the rider.

o     Supplemental Coverage Rider--provides additional coverage to the Policy,
      subject to the terms of the rider.


These riders may not be available in all states.

Other riders for supplemental benefits may become available under the Policy
from time to time. The charges for each of these riders are described in Your
Policy.

Death Benefit
- --------------------------------------------------------------------------------

The Death Benefit under the Policy will be paid in a lump sum unless you or the
beneficiary have elected that they be paid under one or more of the available
Settlement Options.

Payment of the Death Benefit may be delayed if the Policy is being contested.
You may elect a Settlement Option for the beneficiary and deem it irrevocable.
You may revoke or change a prior election. The beneficiary may make or change an
election within 90 days of the Death of the Insured, unless you have made an
irrevocable election.

All or part of the Death Benefit may be applied under one of the Settlement
Options, or such options as we may choose to make available in the future.

If the Policy is assigned as collateral security, we will pay any amount due the
assignee in a lump sum. Any excess Death Benefit due will be paid as elected.

(See "Right to Defer Payment" and "Policy Settlement")


                                       29
<PAGE>

Policy Settlement
- --------------------------------------------------------------------------------

We will pay proceeds in whole or in part in the form of a lump sum or the
Settlement Options available under the Policy upon the death of the Insured or
upon Surrender.

A Written Request may be made to elect, change or revoke a Settlement Option
before payments begin under any Settlement Option. This request will take effect
upon its filing at our Home Office. If you have not elected a Settlement Option
when the Death Benefit becomes payable to the beneficiary, that beneficiary may
make the election.

> SETTLEMENT OPTIONS

The following Settlement Options are available under the Policy:

Option A--Installments of a specified amount. Payments of an agreed amount to be
made monthly until the proceeds and interest are exhausted.

Option B--Installments for a specified period. Payments to be made monthly for
an agreed number of years.

Option C--Life Income. Payments to be made each month for the lifetime of the
payee. We guarantee that payments will be made for a minimum of 10, 15 or 20
years, as agreed upon.

Option D--Interest. We will pay interest on the proceeds we hold, calculated at
the compound rate of 3% per year. We will make interest payments at 12, 6, 3 or
1 month intervals.

Option E--Interest: Retained Asset Account (Performance Plus Account). We will
pay interest on the proceeds we hold, based on the floating 13-week U.S.
Treasury Bill rate fixed quarterly. The payee can write checks against such
account at any time and in any amount up to the total in the account. The checks
must be for a minimum of $250.

The interest rate for Options A, B and D will not be less than 3% per year. The
interest rate for Option C will not be less than 2.5% per year. The interest
rate for Option E will not be less than 2% per year.

Unless otherwise stated in the election of any option, the payee of the policy
benefits shall have the right to receive the withdrawal value under that option.
For Options A, D and E, the withdrawal value shall be any unpaid balance of
proceeds plus accrued interest. For Option B, the withdrawal value shall be the
commuted value of the remaining payments. We will calculate this withdrawal
value on the same basis as the original payments. For Option C, the withdrawal
value will be the commuted value of any remaining guaranteed payments. If the
payee is alive at the end of the guarantee period, we will resume the payment on
that date. The payment will then continue for the lifetime of the payee.

If the payee of policy benefits dies before the proceeds are exhausted or the
prescribed payments made, a final payment will be made in one sum to the estate
of the last surviving payee. The amount to be paid will be calculated as
described for the applicable option in the Withdrawal Value provision of the
Policy.

At least $25,000 of Policy proceeds must be applied to each settlement option
chosen. We reserve the right to change payment intervals to increase payments to
$250 each.

Calculation of Settlement Option Values

The value of the Settlement Options will be calculated as set forth in the
Policy.

The Company
- --------------------------------------------------------------------------------


                                       30
<PAGE>

Jefferson Pilot Financial Insurance Company ("JP Financial" or "the Company") is
a stock life insurance company chartered in 1903 in Tennessee and redomesticated
to New Hampshire in 1991. Prior to May 1, 1998, JP Financial was known as Chubb
Life Insurance Company of America. In 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.
Chubb Life changed its name to Jefferson Pilot Financial Insurance Company
effective May 1, 1998. JP Financial's home office and service center are located
at One Granite Place, Concord, New Hampshire 03301; its telephone number is
800-258-3648.

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, 1999 the Company and its subsidiaries had total assets of
approximately $6.2 billion and had $68 billion of insurance in force, while
total assets of Jefferson-Pilot Corporation and its subsidiaries (including the
Company) were approximately $26.4 billion.

We write individual life insurance and annuities. It is subject to New Hampshire
law governing insurance.

We are currently rated AAA (Superior) by Duff & Phelps, AAA (Superior) by
Standard & Poor's Corporation and A+ (Superior) by A.M. Best and Company. These
ratings do not apply to JPF Separate Account A, but reflect the opinion of the
rating companies as to our relative financial strength and ability to meet its
contractual obligations to its policyowners.


DIRECTORS AND OFFICERS
- --------------------------------------------------------------------------------

                           MANAGEMENT OF JP FINANCIAL
                Executive Officers and Directors of JP Financial

                                    Directors

                               Principal Occupation and
Name                           Business Address
- --------------------------------------------------------------------------------
Dennis R. Glass .............  Executive Vice President (also serves
                               as Executive Vice President, Chief
                               Financial Officer of Jefferson-Pilot
                               Corporation and Jefferson-Pilot Life
                               Insurance Company) 100 North Greene
                               Street Greensboro, North Carolina 27401
Kenneth C. Mlekush ..........  President (also serves as Executive
                               Vice President of Jefferson-Pilot Life
                               Insurance Company) 100 North Greene
                               Street Greensboro, North Carolina 27401
David A. Stonecipher ........  Chairman and Chief Executive Officer
                               (also serves as President and Chief
                               Executive Officer of Jefferson-Pilot
                               Life Insurance Company) 100 North
                               Greene Street Greensboro, North
                               Carolina 27401


               Executive Officers (Other Than Directors)

Name                           Position
- ----                           --------
Charles C. Cornelio .........  Executive Vice President
Leslie L. Durland ...........  Executive Vice President
John D. Hopkins .............  Executive Vice President, General Counsel
John C. Ingram ..............  Executive Vice President
Reggie D. Adamson ...........  Senior Vice President
Ronald R. Angarella .........  Senior Vice President
Charles P. Elam II...........  Senior Vice President, Annuity Actuary
Hal B. Phillips, Jr. ........  Senior Vice President, Chief Life Actuary
Richard T. Stange ...........  Senior Vice President, Deputy General Counsel
John W. Wells ...............  Senior Vice President


                                       31
<PAGE>

Name                           Position
- ----                           --------
James R. Abernathy ..........  Vice President
David K. Booth...............  Vice President
H. Lusby Brown...............  Vice President
Margaret O. Cain ............  Vice President
John A. Cindia...............  Vice President
Rebecca M. Clark ............  Vice President
Richard C. Dielensnyder .....  Vice President
Kenneth S. Dwyer ............  Vice President
Peter N. Ellinwood ..........  Vice President
Ronald H. Emery .............  Vice President
Randal J. Freitage...........  Vice President
Carol. A. Hardiman...........  Vice President
James A. Hoffman, II.........  Vice President and Associate General Counsel
Donald M. Kane ..............  Vice President
Patrick A. Lang .............  Vice President
Shari J. Lease ..............  Vice President
James. E. MacDonald, Jr......  Vice President
Donna L. Metcalf ............  Vice President
W. Hardea Mills, Jr..........  Vice President
Thomas E. Murphy, Jr. M.D. ..  Vice President and Medical Director
Robert A. Reed ..............  Vice President, Secretary
James M. Sandelli ...........  Vice President
Russell C. Simpson ..........  Vice President and Treasurer
Francis A. Sutherland, Jr. ..  Vice President
John A. Thomas ..............  Vice President
John A. Weston ..............  Vice President
Robert H. Whalen.............  Vice President

The officers and employees of JP Financial who have access to the assets of
Separate Account A are covered by a fidelity bond issued by American
International Group in the amount of $20,000,000.

Additional Information
- --------------------------------------------------------------------------------

> REPORTS TO POLICYOWNERS

We will maintain all records relating to the Separate Account. At least once in
each Policy Year, we will send you an Annual Summary containing the following
information:

1. A statement of the current Accumulation Value and Cash Value since the prior
report or since the Issue Date, if there has been no prior report;

2. A statement of all premiums paid and all charges incurred;

3. The balance of outstanding Policy Loans for the previous calendar year;

4. Any reports required by the 1940 Act.

We will promptly mail confirmation notices at the time of the following
transactions:

1. policy issue;

2. receipt of premium payments;

3. initial allocation among Divisions on the Allocation Date;

4. transfers among Divisions;

5. change of premium allocation;

6. change between Death Benefit Options;

7. increases or decreases in Specified Amount;

8. withdrawals, surrenders or loans;

9. receipt of loan repayments;

10. reinstatements; and

11. redemptions due to insufficient funds.

> RIGHT TO INSTRUCT VOTING OF FUND SHARES

In accordance with our view of present applicable law, we will vote the shares
of the Funds held in the Separate Account in accordance with instructions
received from Policyowners having a voting interest in the Funds. Policyowners
having such an interest will receive periodic reports relating to the Fund,
proxy material and a form for giving voting instructions. The number of shares
you have a right to vote will be determined as of a record date established by
the Fund. The number of votes that you are entitled to direct with respect to a
Fund will be determined by dividing your Policy's Accumulation Value in a
Division by the net asset value per share of the corresponding Portfolio in
which the Division invests. We will solicit your voting instructions by mail at
least 14 days before any shareholders meeting.

We will cast the votes at meetings of the shareholders of the Fund and our votes
will be based on instructions received from Policyowners. However, if the
Investment Company Act of


                                       32
<PAGE>

1940 or any regulations thereunder should be amended or if the present
interpretation should change, and as a result we determine that we are permitted
to vote the shares of the Fund in our right, we may elect to do so.

We will vote Fund shares for which we do not receive timely instructions and
Fund shares which are not otherwise attributable to Policyowners in the same
proportion as the voting instruction which we receive for all Policies
participating in each Fund through the Separate Account.

> DISREGARD OF VOTING INSTRUCTIONS

When required by state insurance regulatory authorities, we may disregard voting
instructions if the instructions require that the shares be voted so as to cause
a change in the sub-classification or investment objectives of a Fund or to
approve or disapprove an investment advisory contract for a Fund. We may also
disregard voting instructions initiated by a Policyowner in favor of changes in
the investment policy or the investment adviser of the Fund if we reasonably
disapprove of such changes.

We only disapprove a change if the proposed change is contrary to state law or
prohibited by state regulatory authorities or if we determine that the change
would have an adverse effect on the Separate Account if the proposed investment
policy for a fund would result in overly speculative or unsound investments. In
the event that we do disregard voting instructions, a summary of that action and
the reasons for such action will be included in the next annual report to
Policyowners.

> STATE REGULATION

The Policy will be offered for sale in all jurisdictions where we are authorized
to do business and where the Policy has been approved by the appropriate
Insurance Department or regulatory authorities.

> LEGAL MATTERS

We know of no pending material legal proceedings pending to which either the
Separate Account or the Company is a party or which would materially affect the
Separate Account. The legal validity of the securities described in the
prospectus has been passed on by our Counsel. The law firm of Jorden Burt Boros
Cicchetti Berenson & Johnson, 1025 Thomas Jefferson Street, Suite 400, East
Lobby, Washington, DC 20007-5201, serves as our Special Counsel with regard to
the federal securities laws.

> THE REGISTRATION STATEMENT

We have filed a Registration Statement under the Securities Act of 1933 relating
to the offering described in this Prospectus. This Prospectus does not include
all of the information set forth in the Registration Statement, certain portions
of which have been omitted pursuant to SEC rules and regulations. You should
refer to the instrument as filed to obtain any omitted information.

> FINANCIAL STATEMENTS

Our financial statements which are included in the Prospectus should be
considered only as bearing on our ability to meet our obligations under the
Policy. They should not be considered as bearing on the investment experience of
the assets held in the Separate Account. Our most current audited financial
statements are those as of the end of the most recent fiscal year.


                                       33
<PAGE>




> EMPLOYMENT BENEFIT PLANS

Employers and employee organizations should consider, in connection with
counsel, the impact of Title VII of the Civil Rights Act of 1964 on the purchase
of policy in connection with an employment-related insurance or benefit plan.
The U.S. Supreme Court held, in a 1983 decision, that, under Title VII, optional
annuity benefits under a deferred compensation plan could not vary on the basis
of sex.

> DISTRIBUTION OF THE POLICY

Jefferson Pilot Variable Corporation (JPVC), a North Carolina Corporation
incorporated on January 13, 1970, will serve as principal underwriter of the
securities offered under the Policy as defined by the federal securities laws.
The Policy will be sold by individuals who, in addition to being licensed as
life insurance agents for us, are also registered representatives of
broker-dealers who have entered into written sales agreements with JPVC. Any
such broker-dealers will be registered with the SEC and will be members of the
National Association of Securities Dealers, Inc. We may also offer and sell
policies directly.

We will pay commissions under various schedules and accordingly commissions will
vary with the form of schedule selected. In any event, commissions to registered
representatives are not expected to exceed 95% of first year target premium and
5% of first year excess premium, and 5% of target premium for the second through
fifteenth policy years for both renewals and excess premium. Compensation
arrangements vary among broker-dealers. Override payments, expense allowances
and bonuses based on specific production levels may be paid. Alternative
Commission Schedules will reflect differences in up-front commissions versus
ongoing compensation. Except as previously described in this prospectus, no
separate deductions from premiums are made to pay sales commissions or sales
expenses.

> INDEPENDENT AUDITORS

Ernst & Young, LLP, 200 Clarendon Street, Boston, Massachusetts are the
independent auditors for the Separate Account and Ernst & Young, LLP, 300 North
Greene Street, Greensboro, North Carolina, are the independent auditors for the
Company. The services provided to the Separate Account include primarily the
audits of the Separate Account's financial statements.

Group or Sponsored Arrangements
- --------------------------------------------------------------------------------

Policies may be purchased under group or sponsored arrangements. A group
arrangement includes a program under which a trustee, employer or similar entity
purchases individual Policies covering a group of individuals on a group basis.
A sponsored arrangement includes a program under which an employer permits group
solicitation of its employees or an association permits group solicitation of
its members for the purchase of Policies on an individual basis.

We may modify the following types of charges for Policies issued in connection
with group or sponsored arrangement: the cost of insurance charge, surrender or
withdrawal charges, administrative charges, charges for withdrawal or transfer
and charges for optional rider benefits. We may also issue Policies in
connection with group or sponsored


                                       34
<PAGE>

arrangements on a "non-medical" or guaranteed issue basis; actual monthly cost
of insurance charges may be higher than the current cost of insurance charges
under otherwise identical Policies that are medically underwritten. We may also
specify different minimum Specified Amounts at issue for Policies issued in
connection with group or sponsored arrangements.

We may also modify or eliminate certain charges or underwriting requirements for
Policies issued in connection with an exchange of another JP Financial policy or
a policy of any JP Financial affiliate.

The amounts of any reduction, the charges to be reduced, the elimination or
modification of underwriting requirements and the criteria for applying a
reduction or modification will generally reflect the reduced sales and
administrative effort, costs and differing mortality experience appropriate to
the circumstances giving rise to the reduction or modification. Reductions and
modifications will not be made where prohibited by law and will not be unfairly
discriminatory.

Tax Matters
- --------------------------------------------------------------------------------

> GENERAL

Following is a discussion of the federal income tax considerations relating to
the Policy. This discussion is based on our understanding of federal income tax
laws as they now exist and are currently interpreted by the Internal Revenue
Service. These laws are complex and tax results may vary among individuals.
Anyone contemplating the purchase of or the exercise of elections under the
Policy should seek competent tax advice.

> FEDERAL TAX STATUS OF THE COMPANY

We are taxed as a life insurance company in accordance with the Internal Revenue
Code of 1986 as amended ("Code"). For federal income tax purposes, the
operations of each Separate Account form a part of our total operations and are
not taxed separately, although operations of each Separate Account are treated
separately for accounting and financial statement purposes.

Both investment income and realized capital gains of the Separate Account are
reinvested without tax since the Code does not impose a tax on the Separate
Account for these amounts. However, we reserve the right to make a deduction for
such tax should it be imposed in the future.

> LIFE INSURANCE QUALIFICATION

The Policy contains provisions not found in traditional life insurance policies.
However, we believe that it should qualify under the Code as a life insurance
contract for federal income tax purposes, with the result that all Death
Benefits paid under the Policy will generally be excludable from the gross
income of the Policy's Beneficiary.

Section 7702 of the Code includes a definition of life insurance for tax
purposes. The definition provides limitations on the relationship between the
death benefit and the account value. If necessary, we will increase your death
benefit to maintain compliance with Section 7702.

The Policy is intended to qualify as life insurance under the Code. The Death
Benefit provided by the Policy is intended to qualify for the federal income tax
exclusion. If at any time the premium paid under the Policy exceeds the amount
allowable for such qualification, we will refund the premium to you with
interest within 60 days after the


                                       35
<PAGE>

end of the Policy Year in which the premium was received. If, for any reason, we
do not refund the excess premium within such 60-day period, the excess premium
will be held in a separate deposit fund and credited with interest until
refunded to you. The interest rate used on any refund, or credited to the
separate deposit fund created by this provision will be the excess premiums. We
may notify you of other options available to you to keep your policy in
compliance. You may also choose to have the Policy become a modified endowment
contract.

A modified endowment contract is a life insurance policy which fails to meet a
"seven-pay" test. In general, a policy will fail the seven-pay test if the
cumulative amount of premiums paid under the policy at any time during the first
seven policy years exceeds a calculated premium level. The calculated seven-pay
premium level is based on a hypothetical policy issued on the same insured and
for the same initial death benefit which, under specified conditions (which
include the absence of expense and administrative charges), would be fully paid
for after seven years. Your policy will be treated as a modified endowment
unless the cumulative premiums paid under your policy, at all times during the
first seven policy years, are less than or equal to the cumulative seven-pay
premiums which would have been paid under the hypothetical policy on or before
such times.

Whenever there is a "material change" under a Policy, it will generally be
treated as a new contract for purposes of determining whether the Policy is a
modified endowment contract, and subject to a new seven-pay premium period and a
new seven-pay limit. The new seven-pay limit would be determined taking into
account, under a prospective adjustment formula, the Policy Account Value of the
policy at the time of such change. A materially changed Policy would be
considered a modified endowment if it failed to satisfy the new seven-pay limit.
A material change could occur as a result of a change in death benefit option,
the selection of additional benefits, the restoration of a terminated policy and
certain other changes.

If the benefits under your Policy are reduced, for example, by requesting a
decrease in Face Amount, or in some cases by making partial withdrawals,
terminating additional benefits under a rider, changing the death benefit
option, or as a result of policy termination, the calculated seven-pay premium
level will be redetermined based on the reduced level of benefits and applied
retroactively for purposes of the seven-pay test. If the premiums previously
paid are greater than the recalculated seven-pay premium level limit, the policy
will become a modified endowment unless you request a refund of the excess
premium, as outlined above. Generally, a life insurance policy which is received
in exchange for a modified endowment or a modified endowment which terminates
and is restored, will also be considered a modified endowment.

If a Policy is deemed to be a modified endowment contract, any distribution from
the Policy will be taxed in a manner comparable to distributions from annuities
(i.e., on an "income first) basis); distributions for this purpose include a
loan, pledge, assignment or partial withdrawal. Any such distributions will be
considered taxable income to the extent Accumulation Value under the Policy
exceeds investment in the Policy.

A 10% penalty tax will apply to the taxable portion of such a distribution. No
penalty will apply to distributions (i) to taxpayers 59 1/2 years of age or
older, (ii) in the case of a disability which can be expected to result in death
or to be of indefinite duration or (iii)


                                       36
<PAGE>

received as part of a series of substantially equal periodic payments for the
life (or life expectancy) of the taxpayer or the joint lives (or joint life
expectancies) of the taxpayer and his beneficiary.

To the extent a Policy becomes a modified endowment contract, any distribution,
as defined above, which occurs in the policy year it becomes a modified
endowment contract and in any year thereafter, will be taxable income to you.
Also, any distributions within two years before a Policy becomes a modified
endowment contract will also be income taxable to you to the extent that
accumulation value exceeds investment in the Policy, as described above. The
Secretary of the Treasury has been authorized to prescribe rules which would
similarly treat other distributions made in anticipation of a policy becoming a
modified endowment contract. For purposes of determining the amount of any
distribution includible in income, all modified endowment contracts that
fail the above-described tests which are issued by the same insurer, or its
affiliates, to the same policyowner during any calendar year are treated as one
contract.

If the Insured reaches age 100, the Death Benefit will be set at 101% of the
Cash Value of the Policy. We believe the Policy will continue to qualify as life
insurance under the Code, however, there is some uncertainty regarding this
treatment. It is possible, therefore, that you would be viewed as constructively
receiving the Surrender Value in the year in which the Insured attains age 100
and would realize taxable income at that time, even if the Policy proceeds were
not distributed at that time.

The foregoing summary does not purport to be complete or to cover all
situations, and, as always, there is some degree of uncertainty with respect to
the application of the current tax laws. In addition to the provisions discussed
above, Congress may consider other legislation which, if enacted, could
adversely affect the tax treatment of life insurance policies. Also, the
Treasury Department may amend current regulations or adopt new regulations with
respect to this and other Code provisions. Therefore, you are advised to consult
a tax adviser for more complete tax information, specifically regarding the
applicability of the Code provisions to your situation.

Under normal circumstances, if the Policy is not a modified endowment contract,
loans received under the Policy will be construed as your indebtedness. You are
advised to consult a tax adviser or attorney regarding the deduction of interest
paid on loans.

Even if the Policy is not a modified endowment contract, a partial withdrawal
together with a reduction in death benefits during the first 15 Policy Years may
create taxable income for you. The amount of that taxable income is determined
under a complex formula and it may be equal to part or all of, but not greater
than, the income on the contract. A partial withdrawal made after the first 15
Policy Years will be taxed on a recovery of premium-first basis, and will only
be subject to federal income tax to the extent such proceeds exceed the total
amount of premiums you have paid that have not been previously withdrawn.

If you make a partial withdrawal, surrender, loan or exchange of the Policy, we
may be required to withhold federal income tax from the portion of the money you
receive that is includible in your federal gross income. A Policyowner who is
not a corporation may elect not to have such tax withheld; however, such
election must be made before we


                                       37
<PAGE>

make the payment. In addition, if you fail to provide us with a correct taxpayer
identification number (usually a social security number) or if the Treasury
notifies Us that the taxpayer identification number which has been provided is
not correct, the election not to have such taxes withheld will not be effective.
In any case, you are liable for payment of the federal income tax on the taxable
portion of money received, whether or not an election to have federal income tax
withheld is made. If you elect not to have federal income tax withheld, or if
the amount withheld is insufficient, then you may be responsible for payment of
estimated tax. You may also incur penalties under the estimated tax rules if the
withholding and estimated tax payments are insufficient. We suggest that you
consult with a tax adviser as to the tax implications of these matters.

In the event that a Policy is owned by the trustee under a pension or profit
sharing plan, or similar deferred compensation arrangement, tax consequences of
ownership or receipt of proceeds under the Policy could differ from those stated
herein. However, if ownership of such a Policy is transferred from the plan to a
plan participant (upon termination of employment, for example), the Policy will
be subject to all of the federal tax rules described above. A Policy owned by a
trustee under such a plan may be subject to restrictions under ERISA and a tax
adviser should be consulted regarding any applicable ERISA requirements.

The Policy may also be used in various arrangements, including nonqualified
deferred compensation or salary continuation plans, split dollar insurance
plans, executive bonus plans and others, where the tax consequences may vary
depending on the particular facts and circumstances of each individual
arrangement. A tax adviser should be consulted regarding the tax attributes of
any particular arrangement where the value of it depends in part on its tax
consequences.

Federal estate and local estate, inheritance and other tax consequences of
ownership or receipt of policy proceeds depend upon the circumstances of each
Policyowner and Beneficiary.

Current Treasury regulations set standards for diversification of the
investments underlying variable life insurance policies in order for such
policies to be treated as life insurance. We believe we presently are and intend
to remain in compliance with the diversification requirements as set forth in
the regulations. If the diversification requirements are not satisfied, the
Policy would not be treated as a life insurance contract. As a consequence to
you, income earned on a Policy would be taxable to you in the calendar quarter
in which the diversification requirements were not satisfied, and for all
subsequent calendar quarters.

The Secretary of the Treasury may issue a regulation or a ruling which will
prescribe the circumstances in which a Policyowner's control of the investments
of a segregated account may cause the Policyowner, rather than the insurance
company, to be treated as the owner of the assets of the account. The regulation
or ruling could impose requirements that are not reflected in the Policy,
relating, for example, to such elements of Policyowner control as premium
allocation, investment selection, transfer privileges and investment in a
division focusing on a particular investment sector. Failure to comply with any
such regulation or ruling presumably would cause earnings on a Policyowner's
interest in Separate Account A to be includible in the Policyowner's gross
income in the


                                       38
<PAGE>

year earned. However, we have reserved certain rights to alter the Policy and
investment alternatives so as to comply with such regulation or ruling. We
believe that any such regulation or ruling would apply prospectively. Since the
regulation or ruling has not been issued, there can be no assurance as to the
content of such regulation or ruling or even whether application of the
regulation or ruling will be prospective. For these reasons, Policyowners are
urged to consult with their own tax advisers.

The foregoing summary does not purport to be complete or to cover all
situations, including the possible tax consequences of changes in ownership.
Counsel and other competent advisers should be consulted for more complete
information.

> CHARGES FOR JP FINANCIAL INCOME TAXES

We are presently taxed as a life insurance company under the provisions of the
Code. The Code specifically provides for adjustments in reserves for variable
policies, and we will include flexible premium life insurance operations in our
tax return in accordance with these rules.

Currently no charge is made against the Separate Account for our federal income
taxes, or provisions for such taxes, that may be attributable to the Separate
Account. We may charge each Division for its portion of any income tax charged
to us on the Division or its assets. Under present laws, we may incur state and
local taxes (in addition to premium taxes) in several states. At present these
taxes are not significant. However, if they increase, we may decide to make
charges for such taxes or provisions for such taxes against the Separate
Account. We would retain any investment earnings on any tax charges accumulated
in a Division. Any such charges against the Separate Account or its Divisions
could have an adverse effect on the investment experience of such Division.

MISCELLANEOUS POLICY PROVISIONS
- --------------------------------------------------------------------------------

> THE POLICY

The Policy which you receive, the application you make when you purchase the
Policy, any applications for any changes approved by us and any riders
constitute the whole contract. Copies of all applications are attached to and
made a part of the Policy.

Application forms are completed by the applicants and forwarded to us for
acceptance. Upon acceptance, the Policy is prepared, executed by our duly
authorized officers and forwarded to you.

We reserve the right to make a change in the Policy; however, we will not change
any terms of the Policy beneficial to you.

> PAYMENT OF BENEFITS

All benefits are payable at our Home Office. We may require submission of the
Policy before we grant Policy Loans, make changes or pay benefits.

> SUICIDE AND INCONTESTABILITY

Suicide Exclusion--In most states, if the Insured dies by suicide,
while sane or insane, within 2 years from the Issue Date of this
Policy, this Policy will end and we will refund premiums paid, without
interest, less any Policy Debt and less any withdrawal. If the Insured
commits suicide within 2 years of the effective date of any Increase
in Specified Amount, our only liability with regard to the Increase
will be for the sum of the Monthly Deductions for such Increase in
Specified Amount.

Incontestability--We will not contest or revoke the insurance coverage provided
under the Policy after the Policy has been in force during the lifetime of the
Insured for two years from the date of issue or reinstatement.

> PROTECTION OF PROCEEDS


                                       39
<PAGE>

To the extent provided by law, the proceeds of the Policy are not subject to
claims by a Beneficiary's creditors or to any legal process against any
Beneficiary.

> NONPARTICIPATION

The Policy is not entitled to share in our divisible surplus. No dividends are
payable.

> CHANGES IN OWNER AND BENEFICIARY; ASSIGNMENT

Unless otherwise stated in the Policy, you may change the Policyowner and the
Beneficiary, or both, at any time while the Policy is in force. A request for
such change must be made in writing and sent to us at our Home Office. After we
have agreed, in writing, to the change, it will take effect as of the date on
which your Written Request was signed.

The Policy may also be assigned. No assignment of Policy will be binding on us
unless made in writing and sent to us at our Home Office. We will use reasonable
procedures to confirm that the assignment is authentic. Otherwise, we are not
responsible for the validity of any assignment. Your rights and the
Beneficiary's interest will be subject to the rights of any assignee of record.

> MISSTATEMENTS

If the age or sex of the Insured has been misstated in an application, including
a reinstatement application, we will adjust the benefits payable to reflect the
correct age or sex.


                                       40

<PAGE>
appendix a
- --------------------------------------------------------------------------------

ILLUSTRATIONS OF ACCUMULATION VALUES, CASH VALUES AND DEATH BENEFITS


Following are a series of tables that illustrate how the Accumulation Values,
Cash Values and Death Benefits of a policy change with the investment
performance of the Portfolios. The tables show how the Accumulation Values,
Cash Values and Death Benefits of a Policy issued to an Insured of a given age
and given premium would vary over time if the return on the assets held in each
Portfolio were a constant gross annual rate of 0%, 6%, and 12%. The tables on
pages A-3 through A-13 illustrate a Policy issued to a male, age 45, under a
standard rate non-smoker underwriting risk classification. The Accumulation
Values, Cash Values and Death Benefits would be different from those shown if
the returns averaged 0%, 6%, and 12% over a period of years, but fluctuated
above and below those averages for individual policy years.


The amount of the accumulation value exceeds the Cash Value during the first
nine policy years due to the surrender charge. For policy years ten and
after, the Accumulation Value and Cash Value are equal, since the surrender
charge has been reduced to zero.


The second column shows the accumulation value of the premiums paid at
the stated interest rate. The third and sixth columns illustrate the
Accumulation Values and the fourth and seventh columns illustrate the
Cash Values of the Policy over the designated period. The Accumulation
Values shown in the third column and the Cash Values shown in the
fourth column assume the monthly charge for cost of insurance is based
upon the current cost of insurance rates as discounted, and that the
mortality and expense risk charge and Premium Load are charged at
current rates. The current cost of insurance rates are based on the
sex, issue age, policy year, and rating class of the Insured, and the
Specified Amount of the Policy. The Accumulation Values shown in the
sixth column and the Cash Values shown in the seventh column assume
the monthly charge for cost of insurance is based upon the maximum
cost of insurance rates allowable, which are based on the
Commissioner's 1980 Standard Ordinary Mortality Table, and upon the
maximum mortality and expense risk charges and premium load provided
in the Policy, as described below. The current cost of insurance rates
are different for Specified Amounts below $100,000 and above $100,000.
The fifth and eighth columns illustrate the Death Benefit of a Policy
over the designated period on a current and guaranteed basis,
respectively. The illustrations of Death Benefits reflect the same
assumptions as the Accumulation Values and Cash Values. The Death
Benefit values also vary between tables, depending upon whether Option
I, Option II or Option III death benefits are illustrated.

The amounts shown for the death benefit, Accumulation Values, and Cash Values
reflect the fact that the net investment return of the dividends of Separate
Account A is lower than the gross return on the assets in the Portfolios, as a
result of expenses paid by the Portfolios and charges levied against the
divisions of Separate Account A.

The policy values shown take into account a daily investment advisory fee
equivalent to the maximum annual rate of .70% of the aggregate arithmetic
average daily net assets of the Portfolios, plus a charge of .16% of the
aggregate arithmetic average daily net assets to cover expenses incurred by the
Portfolios for the twelve months ended December 31, 1999. The .70% investment
advisory fee is an average of the individual investment advisory fees of the
twenty Portfolios. The .16% expense figure is an average of the annual expenses
of the Jefferson Pilot Variable Fund Portfolios, the Templeton International
Securities Fund, the Fidelity VIP and VIP II Portfolios, the Oppenheimer
Portfolios and the MFS Portfolios. Expenses for the Templeton International
Securities Fund: Class 2, the Fidelity Equity Income, Growth, and Contrafund
Portfolios, the MFS Research and Utilities Series, and the Oppenheimer Bond and
Strategic Bond Portfolios were provided by the investment managers for these
portfolios and JP Financial has not independently verified such information. The
policy values also take into account a daily charge to each division of Separate
Account A for assuming mortality and expense risks which is equivalent to a
charge at an annual rate of 0.60% (0.85% guaranteed) of the average daily net
assets of the divisions of Separate Account A in Policy Years 1 through 25 and
0.35% (0.60% guaranteed) thereafter. After deduction of these amounts, the
illustrated gross investment rates of 0%, 6%, and 12% correspond to approximate
net annual rates of -1.46%, 4.54% and 10.53%, respectively, on a current basis,
and -1.71%, 4.29% and 10.29% on a guaranteed basis.

The assumed annual premium used in calculating Accumulation Value,
Cash Value, and Death Benefits is net of the 2.5% state premium tax
charge, the 1.25% federal DAC tax charge and the Premium Load, which
is 3% in Policy Years 1 through 10 only on a current basis and 3% in
all years on a guaranteed basis. It also reflects deduction of the
Monthly Deduction and addition of the Monthly Accumulation Value
Adjustment. As part of the Monthly Deduction, the Monthly Acquisition
Charge of 2% of the Load Basis Amount is per month in Policy Years 1
and 1% of the Load Basis Amount per month in Policy Year 2 has been
deducted. The Load Basis Amount varies by Sex, Issue Age and rating
class of the Insured.

The hypothetical values shown in the tables do not reflect any charges for
federal income taxes or other taxes against Separate Account A since JP
Financial


                                      A-1
<PAGE>


is not currently making such charges. However, if, in the future, such charges
are made, the gross annual investment rate of return would have to exceed the
stated investment rates by a sufficient amount to cover the tax charges in
order to produce the Accumulation Values, Cash Values and death benefits
illustrated.

The tables illustrate the policy values that would result based on hypothetical
investment rates of return if premiums are paid in full at the beginning of
each year, if all net premiums are allocated to Separate Account A, and if no
policy loans have been made. The values would vary from those shown if the
assumed annual premium payments were paid in installments during a year. The
values would also vary if the policyowner varied the amount or frequency of
premium payments. The tables also assume that the policyowner has not requested
an increase or decrease in Specified Amount, that no withdrawals have been made
and no surrender charges imposed, and that no transfers have been made and no
transfer charges imposed.

Upon request, we will provide a comparable illustration based upon the
proposed Insured's age, sex and rating class, the face amount
requested, the proposed frequency and amount of premium payments and
any available riders requested. Existing policyowners may request
illustrations based on existing Cash Value at the time of request. We
reserve the right to charge an administrative fee of up to $25 for
such illustrations.


                                      A-2

<PAGE>


JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION I
GUIDELINE PREMIUM TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL                Net 1-25       Net 26+
RATE OF RETURN :  Current             0.00%        -1.46%       -1.21%
                  Guaranteed          0.00%        -1.71%       -1.46%
ASSUMED ANNUAL PREMIUM(1) :         $ 2,000

<TABLE>
<CAPTION>

                PREMIUMS
     END       ACCUMULATED                ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
      OF     AT 5% INTEREST   ACCUMULATION          CASH         DEATH        ACCUMULATION     CASH          DEATH
     YEAR       PER YEAR        VALUE(2)           VALUE(2)   BENEFIT(2)(3)     VALUE(2)      VALUE(2)   BENEFIT(2)(3)
     ----       --------        --------           --------   -------------     --------      --------   -------------
      <S>        <C>              <C>               <C>          <C>             <C>           <C>          <C>
      1            2,100           1,073                         100,000            916                     100,000
      2            4,305           2,291               800       100,000          1,961           470       100,000
      3            6,620           3,652             2,161       100,000          3,134         1,643       100,000
      4            9,051           4,985             3,494       100,000          4,252         2,761       100,000
      5           11,604           6,292             4,801       100,000          5,314         3,823       100,000
      6           14,284           7,579             6,386       100,000          6,317         5,124       100,000
      7           17,098           8,843             7,949       100,000          7,256         6,362       100,000
      8           20,053          10,083             9,487       100,000          8,125         7,529       100,000
      9           23,156          11,302            11,004       100,000          8,919         8,621       100,000
      10          26,414          12,490            12,490       100,000          9,629         9,629       100,000
      11          29,834          13,700            13,700       100,000         10,253        10,253       100,000
      12          33,426          14,869            14,869       100,000         10,784        10,784       100,000
      13          37,197          15,986            15,986       100,000         11,221        11,221       100,000
      14          41,157          17,054            17,054       100,000         11,560        11,560       100,000
      15          45,315          18,069            18,069       100,000         11,793        11,793       100,000
      16          49,681          18,964            18,964       100,000         11,910        11,910       100,000
      17          54,265          19,809            19,809       100,000         11,898        11,898       100,000
      18          59,078          20,588            20,588       100,000         11,740        11,740       100,000
      19          64,132          21,303            21,303       100,000         11,416        11,416       100,000
      20          69,439          21,960            21,960       100,000         10,903        10,903       100,000
      21          75,010          22,536            22,536       100,000         10,181        10,181       100,000
      22          80,861          23,032            23,032       100,000          9,230         9,230       100,000
      23          87,004          23,431            23,431       100,000          8,026         8,026       100,000
      24          93,454          23,746            23,746       100,000          6,545         6,545       100,000
      25         100,227          23,940            23,940       100,000          4,750         4,750       100,000
      26         107,338          24,096            24,096       100,000          2,597         2,597       100,000
      27         114,805          24,104            24,104       100,000
      28         122,645          23,986            23,986       100,000
      29         130,878          23,693            23,693       100,000
      30         139,522          23,224            23,224       100,000
      31         148,598          22,556            22,556       100,000
      32         158,128          21,633            21,633       100,000
      33         168,134          20,445            20,445       100,000
      34         178,641          18,921            18,921       100,000
      35         189,673          17,083            17,083       100,000
      36         201,256          14,803            14,803       100,000
      37         213,419          12,057            12,057       100,000
      38         226,190           8,776             8,776       100,000
      39         239,600           4,812             4,812       100,000
      40         253,680              90                90       100,000
      41         268,464
      42         283,987
      43         300,286
      44         317,400
      45         335,370
      46         354,239
      47         374,051
      48         394,853
      49         416,696
      50         439,631
      51         463,712
      52         488,998
      53         515,548
      54         543,425
      55         572,696
</TABLE>

(1) Assumes a $2,000 premium is paid at the be ginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                       A-3
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION I
GUIDELINE PREMIUM TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL                Net 1-25       Net 26+
RATE OF RETURN :  Current                6.00%         4.54%         4.79%
                  Guaranteed             6.00%         4.29%         4.54%
ASSUMED ANNUAL PREMIUM(1) :            $ 2,000

<TABLE>
<CAPTION>
                PREMIUMS
     END       ACCUMULATED                 ASSUMING CURRENT COSTS                       ASSUMING GUARANTEED COSTS
      OF     AT 5% INTEREST    ACCUMULATION        CASH              DEATH      ACCUMULATION      CASH           DEATH
     YEAR       PER YEAR         VALUE(2)         VALUE(2)       BENEFIT(2)(3)     VALUE(2)      VALUE(2)    BENEFIT(2)(3)
     ----       --------         --------         --------       -------------     --------      --------    -------------
      <S>       <C>               <C>             <C>               <C>             <C>           <C>           <C>
      1           2,100             1,160                           100,000            998                      100,000
      2           4,305             2,539           1,048           100,000          2,189           698        100,000
      3           6,620             4,148           2,657           100,000          3,582         2,091        100,000
      4           9,051             5,822           4,331           100,000          5,002         3,511        100,000
      5          11,604             7,567           6,076           100,000          6,446         4,955        100,000
      6          14,284             9,392           8,199           100,000          7,914         6,721        100,000
      7          17,098            11,298          10,404           100,000          9,400         8,506        100,000
      8          20,053            13,288          12,692           100,000         10,901        10,305        100,000
      9          23,156            15,369          15,071           100,000         12,411        12,113        100,000
      10         26,414            17,536          17,536           100,000         13,925        13,925        100,000
      11         29,834            19,849          19,849           100,000         15,439        15,439        100,000
      12         33,426            22,250          22,250           100,000         16,950        16,950        100,000
      13         37,197            24,736          24,736           100,000         18,457        18,457        100,000
      14         41,157            27,313          27,313           100,000         19,957        19,957        100,000
      15         45,315            29,988          29,988           100,000         21,447        21,447        100,000
      16         49,681            32,716          32,716           100,000         22,918        22,918        100,000
      17         54,265            35,565          35,565           100,000         24,363        24,363        100,000
      18         59,078            38,530          38,530           100,000         25,769        25,769        100,000
      19         64,132            41,624          41,624           100,000         27,122        27,122        100,000
      20         69,439            44,863          44,863           100,000         28,409        28,409        100,000
      21         75,010            48,242          48,242           100,000         29,620        29,620        100,000
      22         80,861            51,779          51,779           100,000         30,744        30,744        100,000
      23         87,004            55,478          55,478           100,000         31,767        31,767        100,000
      24         93,454            59,367          59,367           100,000         32,675        32,675        100,000
      25        100,227            63,449          63,449           100,000         33,447        33,447        100,000
      26        107,338            67,863          67,863           100,000         34,125        34,125        100,000
      27        114,805            72,525          72,525           100,000         34,599        34,599        100,000
      28        122,645            77,480          77,480           100,000         34,813        34,813        100,000
      29        130,878            82,753          82,753           100,000         34,694        34,694        100,000
      30        139,522            88,396          88,396           100,000         34,165        34,165        100,000
      31        148,598            94,461          94,461           100,000         33,137        33,137        100,000
      32        158,128           100,904         100,904           105,949         31,507        31,507        100,000
      33        168,134           107,646         107,646           113,029         29,152        29,152        100,000
      34        178,641           114,696         114,696           120,431         25,919        25,919        100,000
      35        189,673           122,070         122,070           128,173         21,594        21,594        100,000
      36        201,256           129,772         129,772           136,261         15,880        15,880        100,000
      37        213,419           137,817         137,817           144,708          8,352         8,352        100,000
      38        226,190           146,215         146,215           153,526
      39        239,600           154,973         154,973           162,722
      40        253,680           164,103         164,103           172,308
      41        268,464           173,613         173,613           182,294
      42        283,987           183,511         183,511           192,686
      43        300,286           193,793         193,793           203,483
      44        317,400           204,473         204,473           214,696
      45        335,370           215,555         215,555           226,332
      46        354,239           227,030         227,030           238,382
      47        374,051           239,214         239,214           248,783
      48        394,853           252,203         252,203           259,769
      49        416,696           266,111         266,111           271,433
      50        439,631           281,073         281,073           283,884
      51        463,712           296,747         296,747           299,715
      52        488,998           313,170         313,170           316,301
      53        515,548           330,373         330,373           333,677
      54        543,425           348,393         348,393           351,876
      55        572,696           367,263         367,263           370,936
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                       A-4
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION I
GUIDELINE PREMIUM TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL             Net 1-25      Net 26+
RATE OF RETURN :  Current            12.00%        10.54%       10.79%
                  Guaranteed         12.00%        10.29%       10.54%
ASSUMED ANNUAL PREMIUM(1) :         $ 2,000
<TABLE>
<CAPTION>

                PREMIUMS
     END       ACCUMULATED              ASSUMING CURRENT COSTS                   ASSUMING GUARANTEED COSTS
      OF     AT 5% INTEREST  ACCUMULATION        CASH         DEATH      ACCUMULATION      CASH         DEATH
     YEAR       PER YEAR       VALUE (2)       VALUE (2)  BENEFIT (2)(3)   VALUE (2)     VALUE (2)  BENEFIT (2)(3)
     ----       --------       ---------       ---------  --------------   ---------     ---------  --------------
      <S>         <C>         <C>             <C>           <C>           <C>           <C>          <C>
      1             2,100         1,248                       100,000         1,080                    100,000
      2             4,305         2,799           1,308       100,000         2,428           937      100,000
      3             6,620         4,686           3,195       100,000         4,071         2,580      100,000
      4             9,051         6,766           5,275       100,000         5,851         4,360      100,000
      5            11,604         9,062           7,571       100,000         7,779         6,288      100,000
      6            14,284        11,603          10,410       100,000         9,871         8,678      100,000
      7            17,098        14,413          13,519       100,000        12,138        11,244      100,000
      8            20,053        17,522          16,926       100,000        14,597        14,001      100,000
      9            23,156        20,964          20,666       100,000        17,264        16,966      100,000
      10           26,414        24,768          24,768       100,000        20,159        20,159      100,000
      11           29,834        29,034          29,034       100,000        23,307        23,307      100,000
      12           33,426        33,759          33,759       100,000        26,738        26,738      100,000
      13           37,197        38,995          38,995       100,000        30,489        30,489      100,000
      14           41,157        44,807          44,807       100,000        34,616        34,616      100,000
      15           45,315        51,265          51,265       100,000        39,169        39,169      100,000
      16           49,681        58,411          58,411       100,000        44,204        44,204      100,000
      17           54,265        66,381          66,381       100,000        49,787        49,787      100,000
      18           59,078        75,275          75,275       100,000        55,996        55,996      100,000
      19           64,132        85,206          85,206       105,655        62,924        62,924      100,000
      20           69,439        96,216          96,216       117,383        70,684        70,684      100,000
      21           75,010       108,406         108,406       130,087        79,419        79,419      100,000
      22           80,861       121,892         121,892       145,052        89,252        89,252      106,210
      23           87,004       136,808         136,808       161,434       100,085       100,085      118,100
      24           93,454       153,312         153,312       179,375       111,995       111,995      131,034
      25          100,227       171,562         171,562       199,012       125,088       125,088      145,102
      26          107,338       191,957         191,957       220,750       139,641       139,641      160,587
      27          114,805       214,569         214,569       242,463       155,719       155,719      175,962
      28          122,645       239,671         239,671       266,035       173,503       173,503      192,588
      29          130,878       267,545         267,545       291,624       193,206       193,206      210,595
      30          139,522       298,534         298,534       319,432       215,085       215,085      230,141
      31          148,598       333,024         333,024       349,675       239,445       239,445      251,418
      32          158,128       371,221         371,221       389,782       266,270       266,270      279,583
      33          168,134       413,516         413,516       434,192       295,792       295,792      310,582
      34          178,641       460,327         460,327       483,343       328,269       328,269      344,682
      35          189,673       512,138         512,138       537,745       363,973       363,973      382,172
      36          201,256       569,442         569,442       597,914       403,196       403,196      423,356
      37          213,419       632,809         632,809       664,450       446,244       446,244      468,556
      38          226,190       702,858         702,858       738,001       493,434       493,434      518,106
      39          239,600       780,239         780,239       819,251       545,097       545,097      572,352
      40          253,680       865,698         865,698       908,983       601,583       601,583      631,662
      41          268,464       960,028         960,028     1,008,030       663,264       663,264      696,427
      42          283,987     1,064,090       1,064,090     1,117,294       730,540       730,540      767,067
      43          300,286     1,178,761       1,178,761     1,237,699       803,834       803,834      844,026
      44          317,400     1,305,091       1,305,091     1,370,346       883,590       883,590      927,769
      45          335,370     1,444,177       1,444,177     1,516,385       970,268       970,268    1,018,782
      46          354,239     1,597,117       1,597,117     1,676,973     1,064,336     1,064,336    1,117,553
      47          374,051     1,767,481       1,767,481     1,838,181     1,169,433     1,169,433    1,216,211
      48          394,853     1,957,745       1,957,745     2,016,477     1,287,466     1,287,466    1,326,090
      49          416,696     2,170,834       2,170,834     2,214,250     1,420,793     1,420,793    1,449,209
      50          439,631     2,410,222       2,410,222     2,434,324     1,572,408     1,572,408    1,588,132
      51          463,712     2,675,563       2,675,563     2,702,319     1,739,407     1,739,407    1,756,802
      52          488,998     2,969,671       2,969,671     2,999,368     1,922,810     1,922,810    1,942,038
      53          515,548     3,295,630       3,295,630     3,328,586     2,122,834     2,122,834    2,144,062
      54          543,425     3,656,847       3,656,847     3,693,415     2,338,337     2,338,337    2,361,720
      55          572,696     4,057,088       4,057,088     4,097,659     2,575,528     2,575,528    2,601,284
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been
made. Zero values indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                       A-5
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION I
CASH VALUE ACCUMULATION TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL             Net 1-25      Net 26+
RATE OF RETURN :  Current             0.00%        -1.46%       -1.21%
                  Guaranteed          0.00%        -1.71%       -1.46%
ASSUMED ANNUAL PREMIUM(1) :         $ 2,000

<TABLE>
<CAPTION>

                 PREMIUMS
     END        ACCUMULATED                ASSUMING CURRENT COSTS                     ASSUMING GUARANTEED COSTS
      OF       AT 5% INTEREST   ACCUMULATION       CASH           DEATH       ACCUMULATION      CASH         DEATH
     YEAR         PER YEAR        VALUE (2)      VALUE (2)    BENEFIT (2)(3)    VALUE (2)     VALUE (2)  BENEFIT (2)(3)
     ----         --------        ---------      ---------    --------------    ---------     ---------  --------------
      <S>          <C>              <C>             <C>           <C>            <C>           <C>          <C>
      1              2,100           1,073                        100,000           916                     100,000
      2              4,305           2,291             800        100,000         1,961           470       100,000
      3              6,620           3,652           2,161        100,000         3,134         1,643       100,000
      4              9,051           4,985           3,494        100,000         4,252         2,761       100,000
      5             11,604           6,292           4,801        100,000         5,314         3,823       100,000
      6             14,284           7,579           6,386        100,000         6,317         5,124       100,000
      7             17,098           8,843           7,949        100,000         7,256         6,362       100,000
      8             20,053          10,083           9,487        100,000         8,125         7,529       100,000
      9             23,156          11,302          11,004        100,000         8,919         8,621       100,000
      10            26,414          12,490          12,490        100,000         9,629         9,629       100,000
      11            29,834          13,700          13,700        100,000        10,253        10,253       100,000
      12            33,426          14,869          14,869        100,000        10,784        10,784       100,000
      13            37,197          15,986          15,986        100,000        11,221        11,221       100,000
      14            41,157          17,054          17,054        100,000        11,560        11,560       100,000
      15            45,315          18,069          18,069        100,000        11,793        11,793       100,000
      16            49,681          18,964          18,964        100,000        11,910        11,910       100,000
      17            54,265          19,809          19,809        100,000        11,898        11,898       100,000
      18            59,078          20,588          20,588        100,000        11,740        11,740       100,000
      19            64,132          21,303          21,303        100,000        11,416        11,416       100,000
      20            69,439          21,960          21,960        100,000        10,903        10,903       100,000
      21            75,010          22,536          22,536        100,000        10,181        10,181       100,000
      22            80,861          23,032          23,032        100,000         9,230         9,230       100,000
      23            87,004          23,431          23,431        100,000         8,026         8,026       100,000
      24            93,454          23,746          23,746        100,000         6,545         6,545       100,000
      25           100,227          23,940          23,940        100,000         4,750         4,750       100,000
      26           107,338          24,096          24,096        100,000         2,597         2,597       100,000
      27           114,805          24,104          24,104        100,000
      28           122,645          23,986          23,986        100,000
      29           130,878          23,693          23,693        100,000
      30           139,522          23,224          23,224        100,000
      31           148,598          22,556          22,556        100,000
      32           158,128          21,633          21,633        100,000
      33           168,134          20,445          20,445        100,000
      34           178,641          18,921          18,921        100,000
      35           189,673          17,083          17,083        100,000
      36           201,256          14,803          14,803        100,000
      37           213,419          12,057          12,057        100,000
      38           226,190           8,776           8,776        100,000
      39           239,600           4,812           4,812        100,000
      40           253,680              90              90        100,000
      41           268,464
      42           283,987
      43           300,286
      44           317,400
      45           335,370
      46           354,239
      47           374,051
      48           394,853
      49           416,696
      50           439,631
      51           463,712
      52           488,998
      53           515,548
      54           543,425
      55           572,696
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts.
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                       A-6
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION I
CASH VALUE ACCUMULATION TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL                     Net 1-25         Net 26+
RATE OF RETURN :        Current        6.00%            4.54%           4.79%
                        Guaranteed     6.00%            4.29%           4.54%
ASSUMED ANNUAL PREMIUM(1) :          $ 2,000

<TABLE>
<CAPTION>

                  PREMIUMS
    END          ACCUMULATED               ASSUMING CURRENT COSTS                           ASSUMING GUARANTEED COSTS
    OF         AT 5% INTEREST    ACCUMULATION        CASH           DEATH         ACCUMULATION        CASH           DEATH
   YEAR           PER YEAR         VALUE (2)       VALUE (2)    BENEFIT (2)(3)      VALUE (2)       VALUE (2)    BENEFIT (2)(3)
   ----           --------         ---------       ---------    --------------      ---------       ---------    --------------
    <S>            <C>              <C>             <C>             <C>               <C>             <C>           <C>
     1               2,100            1,160                         100,000              998                        100,000
     2               4,305            2,539           1,048         100,000            2,189             698        100,000
     3               6,620            4,148           2,657         100,000            3,582           2,091        100,000
     4               9,051            5,822           4,331         100,000            5,002           3,511        100,000
     5              11,604            7,567           6,076         100,000            6,446           4,955        100,000
     6              14,284            9,392           8,199         100,000            7,914           6,721        100,000
     7              17,098           11,298          10,404         100,000            9,400           8,506        100,000
     8              20,053           13,288          12,692         100,000           10,901          10,305        100,000
     9              23,156           15,369          15,071         100,000           12,411          12,113        100,000
    10              26,414           17,536          17,536         100,000           13,925          13,925        100,000
    11              29,834           19,849          19,849         100,000           15,439          15,439        100,000
    12              33,426           22,250          22,250         100,000           16,950          16,950        100,000
    13              37,197           24,736          24,736         100,000           18,457          18,457        100,000
    14              41,157           27,313          27,313         100,000           19,957          19,957        100,000
    15              45,315           29,988          29,988         100,000           21,447          21,447        100,000
    16              49,681           32,716          32,716         100,000           22,918          22,918        100,000
    17              54,265           35,565          35,565         100,000           24,363          24,363        100,000
    18              59,078           38,530          38,530         100,000           25,769          25,769        100,000
    19              64,132           41,624          41,624         100,000           27,122          27,122        100,000
    20              69,439           44,863          44,863         100,000           28,409          28,409        100,000
    21              75,010           48,242          48,242         100,000           29,620          29,620        100,000
    22              80,861           51,779          51,779         100,000           30,744          30,744        100,000
    23              87,004           55,478          55,478         100,000           31,767          31,767        100,000
    24              93,454           59,367          59,367         100,000           32,675          32,675        100,000
    25             100,227           63,449          63,449         100,000           33,447          33,447        100,000
    26             107,338           67,844          67,844         102,955           34,125          34,125        100,000
    27             114,805           72,391          72,391         107,664           34,599          34,599        100,000
    28             122,645           77,108          77,108         112,456           34,813          34,813        100,000
    29             130,878           81,981          81,981         117,327           34,694          34,694        100,000
    30             139,522           87,021          87,021         122,306           34,165          34,165        100,000
    31             148,598           92,231          92,231         127,409           33,137          33,137        100,000
    32             158,128           97,598          97,598         132,624           31,507          31,507        100,000
    33             168,134          103,134         103,134         137,967           29,152          29,152        100,000
    34             178,641          108,824         108,824         143,411           25,919          25,919        100,000
    35             189,673          114,701         114,701         148,987           21,594          21,594        100,000
    36             201,256          120,736         120,736         154,650           15,880          15,880        100,000
    37             213,419          126,948         126,948         160,429            8,352           8,352        100,000
    38             226,190          133,344         133,344         166,341
    39             239,600          139,909         139,909         172,385
    40             253,680          146,660         146,660         178,607
    41             268,464          153,595         153,595         185,019
    42             283,987          160,712         160,712         191,623
    43             300,286          167,980         167,980         198,372
    44             317,400          175,426         175,426         205,285
    45             335,370          183,058         183,058         212,345
    46             354,239          190,856         190,856         219,499
    47             374,051          198,881         198,881         226,771
    48             394,853          207,170         207,170         234,145
    49             416,696          215,779         215,779         241,610
    50             439,631          224,790         224,790         249,157
    51             463,712          234,270         234,270         256,775
    52             488,998          244,402         244,402         264,601
    53             515,548          255,349         255,349         272,811
    54             543,425          267,282         267,282         281,678
    55             572,696          280,348         280,348         291,562
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                       A-7
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION I
CASH VALUE ACCUMULATION TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL             Net 1-25      Net 26+
RATE OF RETURN :  Current            12.00%        10.54%       10.79%
                  Guaranteed         12.00%        10.29%       10.54%
ASSUMED ANNUAL PREMIUM(1) :         $ 2,000

<TABLE>
<CAPTION>
                    PREMIUMS
     END           ACCUMULATED             ASSUMING CURRENT COSTS                    ASSUMING GUARANTEED COSTS
      OF         AT 5% INTEREST  ACCUMULATION       CASH         DEATH      ACCUMULATION      CASH             DEATH
     YEAR           PER YEAR       VALUE (2)      VALUE (2)  BENEFIT (2)(3)   VALUE (2)     VALUE (2)     BENEFIT (2)(3)
     ----           --------       ---------      ---------  --------------   ---------     ---------     --------------
      <S>           <C>          <C>             <C>           <C>           <C>           <C>              <C>
      1                2,100         1,248                       100,000         1,080                        100,000
      2                4,305         2,799           1,308       100,000         2,428           937          100,000
      3                6,620         4,686           3,195       100,000         4,071         2,580          100,000
      4                9,051         6,766           5,275       100,000         5,851         4,360          100,000
      5               11,604         9,062           7,571       100,000         7,779         6,288          100,000
      6               14,284        11,603          10,410       100,000         9,871         8,678          100,000
      7               17,098        14,413          13,519       100,000        12,138        11,244          100,000
      8               20,053        17,522          16,926       100,000        14,597        14,001          100,000
      9               23,156        20,964          20,666       100,000        17,264        16,966          100,000
      10              26,414        24,768          24,768       100,000        20,159        20,159          100,000
      11              29,834        29,034          29,034       100,000        23,307        23,307          100,000
      12              33,426        33,759          33,759       100,000        26,738        26,738          100,000
      13              37,197        38,995          38,995       100,000        30,489        30,489          100,000
      14              41,157        44,807          44,807       100,000        34,616        34,616          100,000
      15              45,315        51,265          51,265       100,541        39,169        39,169          100,000
      16              49,681        58,362          58,362       111,538        44,204        44,204          100,000
      17              54,265        66,175          66,175       123,293        49,787        49,787          100,000
      18              59,078        74,764          74,764       135,858        55,994        55,994          101,750
      19              64,132        84,209          84,209       149,319        62,776        62,776          111,313
      20              69,439        94,600          94,600       163,776        70,116        70,116          121,389
      21              75,010       106,012         106,012       179,297        78,054        78,054          132,012
      22              80,861       118,548         118,548       195,990        86,632        86,632          143,224
      23              87,004       132,301         132,301       213,929        95,898        95,898          155,065
      24              93,454       147,410         147,410       233,254       105,903       105,903          167,576
      25             100,227       163,967         163,967       254,023       116,700       116,700          180,794
      26             107,338       182,336         182,336       276,700       128,485       128,485          194,980
      27             114,805       202,463         202,463       301,114       141,178       141,178          209,968
      28             122,645       224,559         224,559       327,505       154,821       154,821          225,796
      29             130,878       248,758         248,758       356,010       169,450       169,450          242,508
      30             139,522       275,275         275,275       386,893       185,107       185,107          260,164
      31             148,598       304,316         304,316       420,387       201,845       201,845          278,832
      32             158,128       336,060         336,060       456,667       219,727       219,727          298,584
      33             168,134       370,777         370,777       496,005       238,832       238,832          319,497
      34             178,641       408,670         408,670       538,554       259,251       259,251          341,646
      35             189,673       450,128         450,128       584,678       281,072       281,072          365,089
      36             201,256       495,344         495,344       634,485       304,370       304,370          389,867
      37             213,419       544,715         544,715       688,378       329,207       329,207          416,032
      38             226,190       598,626         598,626       746,758       355,619       355,619          443,618
      39             239,600       657,387         657,387       809,979       383,629       383,629          472,677
      40             253,680       721,491         721,491       878,653       413,277       413,277          503,301
      41             268,464       791,378         791,378       953,286       444,622       444,622          535,587
      42             283,987       867,520         867,520     1,034,372       477,755       477,755          569,642
      43             300,286       950,263         950,263     1,122,190       512,787       512,787          605,563
      44             317,400     1,040,306       1,040,306     1,217,372       549,859       549,859          643,448
      45             335,370     1,138,298       1,138,298     1,320,416       589,136       589,136          683,392
      46             354,239     1,244,776       1,244,776     1,431,585       630,816       630,816          725,485
      47             374,051     1,360,832       1,360,832     1,551,663       675,137       675,137          769,812
      48             394,853     1,487,546       1,487,546     1,681,234       722,379       722,379          816,437
      49             416,696     1,626,255       1,626,255     1,820,932       772,865       772,865          865,383
      50             439,631     1,778,656       1,778,656     1,971,463       826,793       826,793          916,417
      51             463,712     1,946,560       1,946,560     2,133,555       884,045       884,045          968,970
      52             488,998     2,132,990       2,132,990     2,309,279       943,688       943,688        1,021,683
      53             515,548     2,341,267       2,341,267     2,501,372     1,002,750     1,002,750        1,071,322
      54             543,425     2,575,240       2,575,240     2,713,950     1,058,176     1,058,176        1,115,173
      55             572,696     2,839,091       2,839,091     2,952,654     1,132,142     1,132,142        1,177,428
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                       A-8
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION II
GUIDELINE PREMIUM TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL                      Net 1-25         Net 26+
RATE OF RETURN :   Current               0.00%          -1.46%           -1.21%
                   Guaranteed            0.00%          -1.71%           -1.46%
ASSUMED ANNUAL PREMIUM(1) :            $ 2,000

<TABLE>
<CAPTION>

                PREMIUMS
       END     ACCUMULATED                   ASSUMING CURRENT COSTS                         ASSUMING GUARANTEED COSTS
       OF     AT 5% INTEREST   ACCUMULATION           CASH            DEATH         ACCUMULATION        CASH         DEATH
      YEAR      PER YEAR        VALUE (2)           VALUE (2)     BENEFIT (2)(3)     VALUE (2)        VALUE (2)  BENEFIT (2)(3)
      ----      --------        ---------           ---------     --------------     ---------        ---------  --------------
       <S>        <C>             <C>                <C>             <C>               <C>             <C>         <C>
        1          2,100           1,069                             101,069              909                      100,909
        2          4,305           2,279                788          102,279            1,944             453      101,944
        3          6,620           3,627              2,136          103,627            3,098           1,607      103,098
        4          9,051           4,942              3,451          104,942            4,191           2,700      104,191
        5         11,604           6,225              4,734          106,225            5,218           3,727      105,218
        6         14,284           7,484              6,291          107,484            6,178           4,985      106,178
        7         17,098           8,714              7,820          108,714            7,063           6,169      107,063
        8         20,053           9,916              9,320          109,916            7,867           7,271      107,867
        9         23,156          11,090             10,792          111,090            8,583           8,285      108,583
       10         26,414          12,228             12,228          112,228            9,202           9,202      109,202
       11         29,834          13,378             13,378          113,378            9,719           9,719      109,719
       12         33,426          14,478             14,478          114,478           10,129          10,129      110,129
       13         37,197          15,514             15,514          115,514           10,429          10,429      110,429
       14         41,157          16,488             16,488          116,488           10,613          10,613      110,613
       15         45,315          17,394             17,394          117,394           10,676          10,676      110,676
       16         49,681          18,148             18,148          118,148           10,607          10,607      110,607
       17         54,265          18,838             18,838          118,838           10,391          10,391      110,391
       18         59,078          19,439             19,439          119,439           10,014          10,014      110,014
       19         64,132          19,957             19,957          119,957            9,454           9,454      109,454
       20         69,439          20,396             20,396          120,396            8,693           8,693      108,693
       21         75,010          20,727             20,727          120,727            7,714           7,714      107,714
       22         80,861          20,953             20,953          120,953            6,504           6,504      106,504
       23         87,004          21,047             21,047          121,047            5,052           5,052      105,052
       24         93,454          21,031             21,031          121,031            3,342           3,342      103,342
       25        100,227          20,855             20,855          120,855            1,356           1,356      101,356
       26        107,338          20,601             20,601          120,601
       27        114,805          20,152             20,152          120,152
       28        122,645          19,543             19,543          119,543
       29        130,878          18,711             18,711          118,711
       30        139,522          17,663             17,663          117,663
       31        148,598          16,378             16,378          116,378
       32        158,128          14,795             14,795          114,795
       33        168,134          12,919             12,919          112,919
       34        178,641          10,681             10,681          110,681
       35        189,673           8,140              8,140          108,140
       36        201,256           5,172              5,172          105,172
       37        213,419           1,797              1,797          101,797
       38        226,190
       39        239,600
       40        253,680
       41        268,464
       42        283,987
       43        300,286
       44        317,400
       45        335,370
       46        354,239
       47        374,051
       48        394,853
       49        416,696
       50        439,631
       51        463,712
       52        488,998
       53        515,548
       54        543,425
       55        572,696
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                       A-9
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION II
GUIDELINE PREMIUM TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL                Net 1-25       Net 26+
RATE OF RETURN :  Current                6.00%         4.54%         4.79%
                  Guaranteed             6.00%         4.29%         4.54%
ASSUMED ANNUAL PREMIUM(1) :            $ 2,000

<TABLE>
<CAPTION>
                     PREMIUMS
     END            ACCUMULATED            ASSUMING CURRENT COSTS                     ASSUMING GUARANTEED COSTS
      OF          AT 5% INTEREST ACCUMULATION       CASH             DEATH      ACCUMULATION     CASH          DEATH
     YEAR            PER YEAR      VALUE (2)      VALUE (2)      BENEFIT (2)(3)   VALUE (2)     VALUE (2)   BENEFIT (2)(3)
     ----            --------      ---------      ---------      --------------   ---------     ---------   --------------
      <S>            <C>            <C>             <C>              <C>           <C>           <C>           <C>
      1                2,100         1,155                           101,155          991                      100,991
      2                4,305         2,526           1,035           102,526        2,170           679        102,170
      3                6,620         4,119           2,628           104,119        3,541         2,050        103,541
      4                9,051         5,770           4,279           105,770        4,928         3,437        104,928
      5               11,604         7,484           5,993           107,484        6,326         4,835        106,326
      6               14,284         9,269           8,076           109,269        7,734         6,541        107,734
      7               17,098        11,125          10,231           111,125        9,140         8,246        109,140
      8               20,053        13,055          12,459           113,055       10,540         9,944        110,540
      9               23,156        15,062          14,764           115,062       11,922        11,624        111,922
      10              26,414        17,140          17,140           117,140       13,276        13,276        113,276
      11              29,834        19,343          19,343           119,343       14,595        14,595        114,595
      12              33,426        21,613          21,613           121,613       15,868        15,868        115,868
      13              37,197        23,936          23,936           123,936       17,089        17,089        117,089
      14              41,157        26,316          26,316           126,316       18,249        18,249        118,249
      15              45,315        28,748          28,748           128,748       19,337        19,337        119,337
      16              49,681        31,158          31,158           131,158       20,336        20,336        120,336
      17              54,265        33,632          33,632           133,632       21,226        21,226        121,226
      18              59,078        36,148          36,148           136,148       21,983        21,983        121,983
      19              64,132        38,711          38,711           138,711       22,577        22,577        122,577
      20              69,439        41,328          41,328           141,328       22,980        22,980        122,980
      21              75,010        43,969          43,969           143,969       23,162        23,162        123,162
      22              80,861        46,637          46,637           146,637       23,096        23,096        123,096
      23              87,004        49,306          49,306           149,306       22,755        22,755        122,755
      24              93,454        51,993          51,993           151,993       22,109        22,109        122,109
      25             100,227        54,650          54,650           154,650       21,120        21,120        121,120
      26             107,338        57,394          57,394           157,394       19,786        19,786        119,786
      27             114,805        60,073          60,073           160,073       17,986        17,986        117,986
      28             122,645        62,716          62,716           162,716       15,637        15,637        115,637
      29             130,878        65,256          65,256           165,256       12,642        12,642        112,642
      30             139,522        67,691          67,691           167,691        8,908         8,908        108,908
      31             148,598        69,991          69,991           169,991        4,348         4,348        104,348
      32             158,128        72,085          72,085           172,085
      33             168,134        73,964          73,964           173,964
      34             178,641        75,541          75,541           175,541
      35             189,673        76,858          76,858           176,858
      36             201,256        77,771          77,771           177,771
      37             213,419        78,275          78,275           178,275
      38             226,190        78,320          78,320           178,320
      39             239,600        77,782          77,782           177,782
      40             253,680        76,639          76,639           176,639
      41             268,464        74,803          74,803           174,803
      42             283,987        72,180          72,180           172,180
      43             300,286        68,568          68,568           168,568
      44             317,400        63,946          63,946           163,946
      45             335,370        58,213          58,213           158,213
      46             354,239        51,144          51,144           151,144
      47             374,051        42,751          42,751           142,751
      48             394,853        32,928          32,928           132,928
      49             416,696        21,562          21,562           121,562
      50             439,631         8,542           8,542           108,542
      51             463,712
      52             488,998
      53             515,548
      54             543,425
      55             572,696
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                      A-10
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION II
GUIDELINE PREMIUM TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL             Net 1-25      Net 26+
RATE OF RETURN :  Current            12.00%        10.54%       10.79%
                  Guaranteed         12.00%        10.29%       10.54%
ASSUMED ANNUAL PREMIUM(1) :         $ 2,000

<TABLE>
<CAPTION>
                    PREMIUMS
     END           ACCUMULATED             ASSUMING CURRENT COSTS                     ASSUMING GUARANTEED COSTS
      OF         AT 5% INTEREST  ACCUMULATION       CASH          DEATH      ACCUMULATION      CASH         DEATH
     YEAR           PER YEAR       VALUE (2)      VALUE (2)   BENEFIT (2)(3)   VALUE (2)     VALUE (2)   BENEFIT (2)(3)
     ----           --------       ---------      ---------   --------------   ---------     ---------   --------------
      <S>            <C>         <C>             <C>           <C>             <C>           <C>            <C>
      1                2,100         1,243                       101,243         1,073                      101,073
      2                4,305         2,784           1,293       102,784         2,407           916        102,407
      3                6,620         4,653           3,162       104,653         4,024         2,533        104,024
      4                9,051         6,704           5,213       106,704         5,763         4,272        105,763
      5               11,604         8,959           7,468       108,959         7,631         6,140        107,631
      6               14,284        11,445          10,252       111,445         9,639         8,446        109,639
      7               17,098        14,183          13,289       114,183        11,790        10,896        111,790
      8               20,053        17,198          16,602       117,198        14,094        13,498        114,094
      9               23,156        20,520          20,222       120,520        16,555        16,257        116,555
      10              26,414        24,172          24,172       124,172        19,179        19,179        119,179
      11              29,834        28,243          28,243       128,243        21,976        21,976        121,976
      12              33,426        32,715          32,715       132,715        24,956        24,956        124,956
      13              37,197        37,626          37,626       137,626        28,133        28,133        128,133
      14              41,157        43,026          43,026       143,026        31,528        31,528        131,528
      15              45,315        48,962          48,962       148,962        35,160        35,160        135,160
      16              49,681        55,400          55,400       155,400        39,042        39,042        139,042
      17              54,265        62,488          62,488       162,488        43,184        43,184        143,184
      18              59,078        70,269          70,269       170,269        47,593        47,593        147,593
      19              64,132        78,825          78,825       178,825        52,274        52,274        152,274
      20              69,439        88,243          88,243       188,243        57,232        57,232        157,232
      21              75,010        98,586          98,586       198,586        62,477        62,477        162,477
      22              80,861       109,956         109,956       209,956        68,022        68,022        168,022
      23              87,004       122,437         122,437       222,437        73,880        73,880        173,880
      24              93,454       136,171         136,171       236,171        80,068        80,068        180,068
      25             100,227       151,243         151,243       251,243        86,595        86,595        186,595
      26             107,338       168,007         168,007       268,007        93,578        93,578        193,578
      27             114,805       186,416         186,416       286,416       100,899       100,899        200,899
      28             122,645       206,686         206,686       306,686       108,533       108,533        208,533
      29             130,878       228,955         228,955       328,955       116,439       116,439        216,439
      30             139,522       253,449         253,449       353,449       124,582       124,582        224,582
      31             148,598       280,389         280,389       380,389       132,933       132,933        232,933
      32             158,128       309,979         309,979       409,979       141,472       141,472        241,472
      33             168,134       342,515         342,515       442,515       150,185       150,185        250,185
      34             178,641       378,247         378,247       478,247       159,064       159,064        259,064
      35             189,673       417,587         417,587       517,587       168,078       168,078        268,078
      36             201,256       460,803         460,803       560,803       177,161       177,161        277,161
      37             213,419       508,339         508,339       608,339       186,211       186,211        286,211
      38             226,190       560,649         560,649       660,649       195,079       195,079        295,079
      39             239,600       618,157         618,157       718,157       203,582       203,582        303,582
      40             253,680       681,451         681,451       781,451       211,542       211,542        311,542
      41             268,464       751,116         751,116       851,116       218,790       218,790        318,790
      42             283,987       827,802         827,802       927,802       225,167       225,167        325,167
      43             300,286       912,128         912,128     1,012,128       230,509       230,509        330,509
      44             317,400     1,004,976       1,004,976     1,104,976       234,639       234,639        334,639
      45             335,370     1,107,247       1,107,247     1,207,247       237,352       237,352        337,352
      46             354,239     1,219,822       1,219,822     1,319,822       238,395       238,395        338,395
      47             374,051     1,343,937       1,343,937     1,443,937       237,445       237,445        337,445
      48             394,853     1,480,840       1,480,840     1,580,840       234,055       234,055        334,055
      49             416,696     1,631,922       1,631,922     1,731,922       227,583       227,583        327,583
      50             439,631     1,798,726       1,798,726     1,898,726       216,831       216,831        316,831
      51             463,712     1,982,780       1,982,780     2,082,780       199,551       199,551        299,551
      52             488,998     2,186,151       2,186,151     2,286,151       171,148       171,148        271,148
      53             515,548     2,410,956       2,410,956     2,510,956       121,055       121,055        221,055
      54             543,425     2,659,555       2,659,555     2,759,555        31,005        31,005        131,005
      55             572,696     2,934,570       2,934,570     3,034,570
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                      A-11
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION II
CASH VALUE ACCUMULATION TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL             Net 1-25      Net 26+
RATE OF RETURN :  Current             0.00%        -1.46%       -1.21%
                  Guaranteed          0.00%        -1.71%       -1.46%
ASSUMED ANNUAL PREMIUM(1) :         $ 2,000

<TABLE>
<CAPTION>
                     PREMIUMS
     END            ACCUMULATED                   ASSUMING CURRENT COSTS            ASSUMING GUARANTEED COSTS
      OF         AT 5% INTEREST  ACCUMULATION       CASH          DEATH      ACCUMULATION      CASH         DEATH
     YEAR            PER YEAR      VALUE (2)      VALUE (2)   BENEFIT (2)(3)   VALUE (2)     VALUE (2)   BENEFIT (2)(3)
     ----            --------      ---------      ---------   --------------   ---------     ---------   --------------
      <S>             <C>           <C>             <C>          <C>            <C>           <C>           <C>
      1                2,100         1,069                       101,069           909                      100,909
      2                4,305         2,279             788       102,279         1,944           453        101,944
      3                6,620         3,627           2,136       103,627         3,098         1,607        103,098
      4                9,051         4,942           3,451       104,942         4,191         2,700        104,191
      5               11,604         6,225           4,734       106,225         5,218         3,727        105,218
      6               14,284         7,484           6,291       107,484         6,178         4,985        106,178
      7               17,098         8,714           7,820       108,714         7,063         6,169        107,063
      8               20,053         9,916           9,320       109,916         7,867         7,271        107,867
      9               23,156        11,090          10,792       111,090         8,583         8,285        108,583
      10              26,414        12,228          12,228       112,228         9,202         9,202        109,202
      11              29,834        13,378          13,378       113,378         9,719         9,719        109,719
      12              33,426        14,478          14,478       114,478        10,129        10,129        110,129
      13              37,197        15,514          15,514       115,514        10,429        10,429        110,429
      14              41,157        16,488          16,488       116,488        10,613        10,613        110,613
      15              45,315        17,394          17,394       117,394        10,676        10,676        110,676
      16              49,681        18,148          18,148       118,148        10,607        10,607        110,607
      17              54,265        18,838          18,838       118,838        10,391        10,391        110,391
      18              59,078        19,439          19,439       119,439        10,014        10,014        110,014
      19              64,132        19,957          19,957       119,957         9,454         9,454        109,454
      20              69,439        20,396          20,396       120,396         8,693         8,693        108,693
      21              75,010        20,727          20,727       120,727         7,714         7,714        107,714
      22              80,861        20,953          20,953       120,953         6,504         6,504        106,504
      23              87,004        21,047          21,047       121,047         5,052         5,052        105,052
      24              93,454        21,031          21,031       121,031         3,342         3,342        103,342
      25             100,227        20,855          20,855       120,855         1,356         1,356        101,356
      26             107,338        20,601          20,601       120,601
      27             114,805        20,152          20,152       120,152
      28             122,645        19,543          19,543       119,543
      29             130,878        18,711          18,711       118,711
      30             139,522        17,663          17,663       117,663
      31             148,598        16,378          16,378       116,378
      32             158,128        14,795          14,795       114,795
      33             168,134        12,919          12,919       112,919
      34             178,641        10,681          10,681       110,681
      35             189,673         8,140           8,140       108,140
      36             201,256         5,172           5,172       105,172
      37             213,419         1,797           1,797       101,797
      38             226,190
      39             239,600
      40             253,680
      41             268,464
      42             283,987
      43             300,286
      44             317,400
      45             335,370
      46             354,239
      47             374,051
      48             394,853
      49             416,696
      50             439,631
      51             463,712
      52             488,998
      53             515,548
      54             543,425
      55             572,696
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                      A-12
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION II
CASH VALUE ACCUMULATION TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL             Net 1-25      Net 26+
RATE OF RETURN :  Current             6.00%         4.54%        4.79%
                  Guaranteed          6.00%         4.29%        4.54%
ASSUMED ANNUAL PREMIUM(1) :         $ 2,000

<TABLE>
<CAPTION>
                  PREMIUMS
     END         ACCUMULATED               ASSUMING CURRENT COSTS                   ASSUMING GUARANTEED COSTS
      OF       AT 5% INTEREST    ACCUMULATION       CASH          DEATH      ACCUMULATION      CASH         DEATH
     YEAR         PER YEAR         VALUE (2)      VALUE (2)   BENEFIT (2)(3)   VALUE (2)     VALUE (2)   BENEFIT (2)(3)
     ----         --------         ---------      ---------   --------------   ---------     ---------   --------------
      <S>         <C>               <C>             <C>          <C>            <C>           <C>           <C>
      1             2,100            1,155                       101,155           991                      100,991
      2             4,305            2,526           1,035       102,526         2,170           679        102,170
      3             6,620            4,119           2,628       104,119         3,541         2,050        103,541
      4             9,051            5,770           4,279       105,770         4,928         3,437        104,928
      5            11,604            7,484           5,993       107,484         6,326         4,835        106,326
      6            14,284            9,269           8,076       109,269         7,734         6,541        107,734
      7            17,098           11,125          10,231       111,125         9,140         8,246        109,140
      8            20,053           13,055          12,459       113,055        10,540         9,944        110,540
      9            23,156           15,062          14,764       115,062        11,922        11,624        111,922
      10           26,414           17,140          17,140       117,140        13,276        13,276        113,276
      11           29,834           19,343          19,343       119,343        14,595        14,595        114,595
      12           33,426           21,613          21,613       121,613        15,868        15,868        115,868
      13           37,197           23,936          23,936       123,936        17,089        17,089        117,089
      14           41,157           26,316          26,316       126,316        18,249        18,249        118,249
      15           45,315           28,748          28,748       128,748        19,337        19,337        119,337
      16           49,681           31,158          31,158       131,158        20,336        20,336        120,336
      17           54,265           33,632          33,632       133,632        21,226        21,226        121,226
      18           59,078           36,148          36,148       136,148        21,983        21,983        121,983
      19           64,132           38,711          38,711       138,711        22,577        22,577        122,577
      20           69,439           41,328          41,328       141,328        22,980        22,980        122,980
      21           75,010           43,969          43,969       143,969        23,162        23,162        123,162
      22           80,861           46,637          46,637       146,637        23,096        23,096        123,096
      23           87,004           49,306          49,306       149,306        22,755        22,755        122,755
      24           93,454           51,993          51,993       151,993        22,109        22,109        122,109
      25          100,227           54,650          54,650       154,650        21,120        21,120        121,120
      26          107,338           57,394          57,394       157,394        19,786        19,786        119,786
      27          114,805           60,073          60,073       160,073        17,986        17,986        117,986
      28          122,645           62,716          62,716       162,716        15,637        15,637        115,637
      29          130,878           65,256          65,256       165,256        12,642        12,642        112,642
      30          139,522           67,691          67,691       167,691         8,908         8,908        108,908
      31          148,598           69,991          69,991       169,991         4,348         4,348        104,348
      32          158,128           72,085          72,085       172,085
      33          168,134           73,964          73,964       173,964
      34          178,641           75,541          75,541       175,541
      35          189,673           76,858          76,858       176,858
      36          201,256           77,771          77,771       177,771
      37          213,419           78,275          78,275       178,275
      38          226,190           78,320          78,320       178,320
      39          239,600           77,782          77,782       177,782
      40          253,680           76,639          76,639       176,639
      41          268,464           74,803          74,803       174,803
      42          283,987           72,180          72,180       172,180
      43          300,286           68,568          68,568       168,568
      44          317,400           63,946          63,946       163,946
      45          335,370           58,213          58,213       158,213
      46          354,239           51,144          51,144       151,144
      47          374,051           42,751          42,751       142,751
      48          394,853           32,928          32,928       132,928
      49          416,696           21,562          21,562       121,562
      50          439,631            8,542           8,542       108,542
      51          463,712
      52          488,998
      53          515,548
      54          543,425
      55          572,696
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                      A-13
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION II
CASH VALUE ACCUMULATION TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL             Net 1-25      Net 26+
RATE OF RETURN :  Current            12.00%        10.54%       10.79%
                  Guaranteed         12.00%        10.29%       10.54%
ASSUMED ANNUAL PREMIUM(1) :         $ 2,000

<TABLE>
<CAPTION>
                    PREMIUMS
     END           ACCUMULATED             ASSUMING CURRENT COSTS                    ASSUMING GUARANTEED COSTS
      OF         AT 5% INTEREST  ACCUMULATION       CASH          DEATH      ACCUMULATION      CASH           DEATH
     YEAR           PER YEAR       VALUE (2)      VALUE (2)   BENEFIT (2)(3)   VALUE (2)     VALUE (2)    BENEFIT (2)(3)
     ----           --------       ---------      ---------   --------------   ---------     ---------    --------------
      <S>            <C>         <C>             <C>           <C>             <C>           <C>             <C>
      1                2,100         1,243                       101,243         1,073                       101,073
      2                4,305         2,784           1,293       102,784         2,407           916         102,407
      3                6,620         4,653           3,162       104,653         4,024         2,533         104,024
      4                9,051         6,704           5,213       106,704         5,763         4,272         105,763
      5               11,604         8,959           7,468       108,959         7,631         6,140         107,631
      6               14,284        11,445          10,252       111,445         9,639         8,446         109,639
      7               17,098        14,183          13,289       114,183        11,790        10,896         111,790
      8               20,053        17,198          16,602       117,198        14,094        13,498         114,094
      9               23,156        20,520          20,222       120,520        16,555        16,257         116,555
      10              26,414        24,172          24,172       124,172        19,179        19,179         119,179
      11              29,834        28,243          28,243       128,243        21,976        21,976         121,976
      12              33,426        32,715          32,715       132,715        24,956        24,956         124,956
      13              37,197        37,626          37,626       137,626        28,133        28,133         128,133
      14              41,157        43,026          43,026       143,026        31,528        31,528         131,528
      15              45,315        48,962          48,962       148,962        35,160        35,160         135,160
      16              49,681        55,400          55,400       155,400        39,042        39,042         139,042
      17              54,265        62,488          62,488       162,488        43,184        43,184         143,184
      18              59,078        70,269          70,269       170,269        47,593        47,593         147,593
      19              64,132        78,825          78,825       178,825        52,274        52,274         152,274
      20              69,439        88,243          88,243       188,243        57,232        57,232         157,232
      21              75,010        98,586          98,586       198,586        62,477        62,477         162,477
      22              80,861       109,956         109,956       209,956        68,022        68,022         168,022
      23              87,004       122,437         122,437       222,437        73,880        73,880         173,880
      24              93,454       136,171         136,171       236,171        80,068        80,068         180,068
      25             100,227       151,243         151,243       251,243        86,595        86,595         186,595
      26             107,338       168,007         168,007       268,007        93,578        93,578         193,578
      27             114,805       186,416         186,416       286,416       100,899       100,899         200,899
      28             122,645       206,686         206,686       306,686       108,533       108,533         208,533
      29             130,878       228,955         228,955       328,955       116,439       116,439         216,439
      30             139,522       253,441         253,441       356,207       124,582       124,582         224,582
      31             148,598       280,316         280,316       387,233       132,933       132,933         232,933
      32             158,128       309,707         309,707       420,857       141,472       141,472         241,472
      33             168,134       341,852         341,852       457,311       150,185       150,185         250,185
      34             178,641       376,938         376,938       496,737       159,064       159,064         259,064
      35             189,673       415,326         415,326       539,473       168,078       168,078         268,078
      36             201,256       457,193         457,193       585,618       177,161       177,161         277,161
      37             213,419       502,909         502,909       635,546       186,211       186,211         286,211
      38             226,190       552,829         552,829       689,628       195,079       195,079         295,079
      39             239,600       607,240         607,240       748,192       203,582       203,582         303,582
      40             253,680       666,600         666,600       811,805       211,542       211,542         311,542
      41             268,464       731,314         731,314       880,934       218,790       218,790         318,790
      42             283,987       801,822         801,822       956,038       225,167       225,167         325,167
      43             300,286       878,443         878,443     1,037,376       230,509       230,509         330,509
      44             317,400       961,824         961,824     1,125,533       234,639       234,639         334,639
      45             335,370     1,052,568       1,052,568     1,220,969       237,352       237,352         337,352
      46             354,239     1,151,169       1,151,169     1,323,930       238,395       238,395         338,395
      47             374,051     1,258,641       1,258,641     1,435,141       237,445       237,445         337,445
      48             394,853     1,375,983       1,375,983     1,555,144       234,055       234,055         334,055
      49             416,696     1,504,431       1,504,431     1,684,524       227,583       227,583         327,583
      50             439,631     1,645,558       1,645,558     1,823,937       216,831       216,831         316,831
      51             463,712     1,801,040       1,801,040     1,974,056       199,551       199,551         299,551
      52             488,998     1,973,676       1,973,676     2,136,798       171,148       171,148         271,148
      53             515,548     2,166,539       2,166,539     2,314,695       121,055       121,055         221,055
      54             543,425     2,383,194       2,383,194     2,511,560        31,005        31,005         131,005
      55             572,696     2,627,199       2,627,199     2,732,287
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                     A-14
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION III
GUIDELINE PREMIUM TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL             Net 1-25      Net 26+
RATE OF RETURN :  Current             0.00%        -1.46%       -1.21%
                  Guaranteed          0.00%        -1.71%       -1.46%
ASSUMED ANNUAL PREMIUM(1) :         $ 2,000

<TABLE>
<CAPTION>
                    PREMIUMS
     END           ACCUMULATED             ASSUMING CURRENT COSTS                   ASSUMING GUARANTEED COSTS
      OF         AT 5% INTEREST  ACCUMULATION       CASH          DEATH      ACCUMULATION      CASH          DEATH
     YEAR           PER YEAR       VALUE (2)      VALUE (2)   BENEFIT (2)(3)   VALUE (2)     VALUE (2)   BENEFIT (2)(3)
     ----           --------       ---------      ---------   --------------   ---------     ---------   --------------
      <S>            <C>            <C>             <C>          <C>             <C>           <C>          <C>
      1                2,100         1,067                       102,000           907                      102,000
      2                4,305         2,273             782       104,000         1,933           442        104,000
      3                6,620         3,614           2,123       106,000         3,074         1,583        106,000
      4                9,051         4,919           3,428       108,000         4,147         2,656        108,000
      5               11,604         6,190           4,699       110,000         5,149         3,658        110,000
      6               14,284         7,434           6,241       112,000         6,074         4,881        112,000
      7               17,098         8,646           7,752       114,000         6,913         6,019        114,000
      8               20,053         9,826           9,230       116,000         7,659         7,063        116,000
      9               23,156        10,975          10,677       118,000         8,300         8,002        118,000
      10              26,414        12,083          12,083       120,000         8,824         8,824        120,000
      11              29,834        13,198          13,198       122,000         9,223         9,223        122,000
      12              33,426        14,255          14,255       124,000         9,486         9,486        124,000
      13              37,197        15,240          15,240       126,000         9,605         9,605        126,000
      14              41,157        16,152          16,152       128,000         9,568         9,568        128,000
      15              45,315        16,985          16,985       130,000         9,361         9,361        130,000
      16              49,681        17,640          17,640       132,000         8,965         8,965        132,000
      17              54,265        18,212          18,212       134,000         8,352         8,352        134,000
      18              59,078        18,674          18,674       136,000         7,491         7,491        136,000
      19              64,132        19,026          19,026       138,000         6,342         6,342        138,000
      20              69,439        19,270          19,270       140,000         4,863         4,863        140,000
      21              75,010        19,369          19,369       142,000         3,008         3,008        142,000
      22              80,861        19,319          19,319       144,000           732           732        144,000
      23              87,004        19,082          19,082       146,000
      24              93,454        18,676          18,676       148,000
      25             100,227        18,031          18,031       150,000
      26             107,338        17,216          17,216       152,000
      27             114,805        16,088          16,088       154,000
      28             122,645        14,678          14,678       156,000
      29             130,878        12,879          12,879       158,000
      30             139,522        10,675          10,675       160,000
      31             148,598         8,001           8,001       162,000
      32             158,128         4,729           4,729       164,000
      33             168,134           815             815       166,000
      34             178,641
      35             189,673
      36             201,256
      37             213,419
      38             226,190
      39             239,600
      40             253,680
      41             268,464
      42             283,987
      43             300,286
      44             317,400
      45             335,370
      46             354,239
      47             374,051
      48             394,853
      49             416,696
      50             439,631
      51             463,712
      52             488,998
      53             515,548
      54             543,425
      55             572,696
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                      A-15
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION III
GUIDELINE PREMIUM TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL                Net 1-25       Net 26+
RATE OF RETURN :  Current                6.00%         4.54%         4.79%
                  Guaranteed             6.00%         4.29%         4.54%
ASSUMED ANNUAL PREMIUM(1) :            $ 2,000

<TABLE>
<CAPTION>
                    PREMIUMS
     END           ACCUMULATED              ASSUMING CURRENT COSTS                     ASSUMING GUARANTEED COSTS
      OF        AT 5% INTEREST   ACCUMULATION       CASH            DEATH       ACCUMULATION     CASH          DEATH
     YEAR           PER YEAR       VALUE (2)      VALUE (2)     BENEFIT (2)(3)    VALUE (2)    VALUE (2)   BENEFIT (2)(3)
     ----           --------       ---------      ---------     --------------    ---------    ---------   --------------
      <S>            <C>            <C>             <C>            <C>             <C>           <C>           <C>
      1                2,100         1,154                         102,000            988                      102,000
      2                4,305         2,520           1,029         104,000          2,159           668        104,000
      3                6,620         4,107           2,616         106,000          3,518         2,027        106,000
      4                9,051         5,750           4,259         108,000          4,888         3,397        108,000
      5               11,604         7,453           5,962         110,000          6,262         4,771        110,000
      6               14,284         9,227           8,034         112,000          7,638         6,445        112,000
      7               17,098        11,070          10,176         114,000          9,006         8,112        114,000
      8               20,053        12,984          12,388         116,000         10,356         9,760        116,000
      9               23,156        14,975          14,677         118,000         11,676        11,378        118,000
      10              26,414        17,036          17,036         120,000         12,954        12,954        120,000
      11              29,834        19,221          19,221         122,000         14,178        14,178        122,000
      12              33,426        21,472          21,472         124,000         15,336        15,336        124,000
      13              37,197        23,775          23,775         126,000         16,417        16,417        126,000
      14              41,157        26,135          26,135         128,000         17,407        17,407        128,000
      15              45,315        28,548          28,548         130,000         18,289        18,289        130,000
      16              49,681        30,938          30,938         132,000         19,038        19,038        132,000
      17              54,265        33,393          33,393         134,000         19,625        19,625        134,000
      18              59,078        35,892          35,892         136,000         20,013        20,013        136,000
      19              64,132        38,444          38,444         138,000         20,155        20,155        138,000
      20              69,439        41,054          41,054         140,000         20,002        20,002        140,000
      21              75,010        43,698          43,698         142,000         19,499        19,499        142,000
      22              80,861        46,378          46,378         144,000         18,587        18,587        144,000
      23              87,004        49,071          49,071         146,000         17,199        17,199        146,000
      24              93,454        51,798          51,798         148,000         15,258        15,258        148,000
      25             100,227        54,515          54,515         150,000         12,661        12,661        150,000
      26             107,338        57,341          57,341         152,000          9,299         9,299        152,000
      27             114,805        60,133          60,133         154,000          4,955         4,955        154,000
      28             122,645        62,922          62,922         156,000
      29             130,878        65,649          65,649         158,000
      30             139,522        68,316          68,316         160,000
      31             148,598        70,900          70,900         162,000
      32             158,128        73,335          73,335         164,000
      33             168,134        75,616          75,616         166,000
      34             178,641        77,659          77,659         168,000
      35             189,673        79,496          79,496         170,000
      36             201,256        80,986          80,986         172,000
      37             213,419        82,101          82,101         174,000
      38             226,190        82,769          82,769         176,000
      39             239,600        82,827          82,827         178,000
      40             253,680        82,188          82,188         180,000
      41             268,464        80,677          80,677         182,000
      42             283,987        78,070          78,070         184,000
      43             300,286        73,966          73,966         186,000
      44             317,400        68,072          68,072         188,000
      45             335,370        59,903          59,903         190,000
      46             354,239        48,651          48,651         192,000
      47             374,051        33,604          33,604         194,000
      48             394,853        13,622          13,622         196,000
      49             416,696
      50             439,631
      51             463,712
      52             488,998
      53             515,548
      54             543,425
      55             572,696
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                      A-16
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION III
GUIDELINE PREMIUM TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL             Net 1-25      Net 26+
RATE OF RETURN :  Current            12.00%        10.54%       10.79%
                  Guaranteed         12.00%        10.29%       10.54%
ASSUMED ANNUAL PREMIUM(1) :         $ 2,000

<TABLE>
<CAPTION>
                    PREMIUMS
     END           ACCUMULATED            ASSUMING CURRENT COSTS                      ASSUMING GUARANTEED COSTS
      OF         AT 5% INTEREST  ACCUMULATION       CASH          DEATH      ACCUMULATION      CASH            DEATH
     YEAR           PER YEAR       VALUE (2)      VALUE (2)   BENEFIT (2)(3)   VALUE (2)     VALUE (2)     BENEFIT (2)(3)
     ----           --------       ---------      ---------   --------------   ---------     ---------     --------------
      <S>            <C>         <C>             <C>           <C>           <C>           <C>              <C>
      1                2,100         1,241                       102,000         1,071                        102,000
      2                4,305         2,778           1,287       104,000         2,397           906          104,000
      3                6,620         4,642           3,151       106,000         4,003         2,512          106,000
      4                9,051         6,687           5,196       108,000         5,726         4,235          108,000
      5               11,604         8,935           7,444       110,000         7,575         6,084          110,000
      6               14,284        11,415          10,222       112,000         9,559         8,366          112,000
      7               17,098        14,149          13,255       114,000        11,683        10,789          114,000
      8               20,053        17,162          16,566       116,000        13,956        13,360          116,000
      9               23,156        20,487          20,189       118,000        16,385        16,087          118,000
      10              26,414        24,150          24,150       120,000        18,977        18,977          120,000
      11              29,834        28,242          28,242       122,000        21,746        21,746          122,000
      12              33,426        32,752          32,752       124,000        24,703        24,703          124,000
      13              37,197        37,724          37,724       126,000        27,869        27,869          126,000
      14              41,157        43,216          43,216       128,000        31,270        31,270          128,000
      15              45,315        49,286          49,286       130,000        34,936        34,936          130,000
      16              49,681        55,934          55,934       132,000        38,891        38,891          132,000
      17              54,265        63,311          63,311       134,000        43,162        43,162          134,000
      18              59,078        71,490          71,490       136,000        47,777        47,777          136,000
      19              64,132        80,580          80,580       138,000        52,769        52,769          138,000
      20              69,439        90,705          90,705       140,000        58,180        58,180          140,000
      21              75,010       101,989         101,989       142,000        64,063        64,063          142,000
      22              80,861       114,592         114,592       144,000        70,489        70,489          144,000
      23              87,004       128,683         128,683       151,846        77,543        77,543          146,000
      24              93,454       144,318         144,318       168,853        85,333        85,333          148,000
      25             100,227       161,608         161,608       187,466        93,983        93,983          150,000
      26             107,338       180,932         180,932       208,071       103,776       103,776          152,000
      27             114,805       202,356         202,356       228,663       114,799       114,799          154,000
      28             122,645       226,139         226,139       251,014       127,301       127,301          156,000
      29             130,878       252,549         252,549       275,278       141,609       141,609          158,000
      30             139,522       281,909         281,909       301,643       158,030       158,030          169,092
      31             148,598       314,586         314,586       330,315       176,422       176,422          185,243
      32             158,128       350,775         350,775       368,313       196,675       196,675          206,509
      33             168,134       390,847         390,847       410,389       218,967       218,967          229,915
      34             178,641       435,197         435,197       456,957       243,490       243,490          255,665
      35             189,673       484,286         484,286       508,500       270,453       270,453          283,976
      36             201,256       538,578         538,578       565,507       300,075       300,075          315,079
      37             213,419       598,616         598,616       628,546       332,587       332,587          349,217
      38             226,190       664,984         664,984       698,233       368,231       368,231          386,642
      39             239,600       738,299         738,299       775,214       407,255       407,255          427,618
      40             253,680       819,268         819,268       860,231       449,925       449,925          472,421
      41             268,464       908,642         908,642       954,074       496,522       496,522          521,349
      42             283,987     1,007,237       1,007,237     1,057,599       547,350       547,350          574,718
      43             300,286     1,115,885       1,115,885     1,171,679       602,728       602,728          632,864
      44             317,400     1,235,579       1,235,579     1,297,358       662,992       662,992          696,141
      45             335,370     1,367,359       1,367,359     1,435,727       728,491       728,491          764,915
      46             354,239     1,512,267       1,512,267     1,587,880       799,577       799,577          839,556
      47             374,051     1,673,682       1,673,682     1,740,630       878,990       878,990          914,150
      48             394,853     1,853,951       1,853,951     1,909,570       968,167       968,167          997,212
      49             416,696     2,055,845       2,055,845     2,096,962     1,068,888     1,068,888        1,090,266
      50             439,631     2,282,655       2,282,655     2,305,482     1,183,412     1,183,412        1,195,246
      51             463,712     2,534,055       2,534,055     2,559,396     1,309,558     1,309,558        1,322,653
      52             488,998     2,812,711       2,812,711     2,840,838     1,448,096     1,448,096        1,462,577
      53             515,548     3,121,543       3,121,543     3,152,758     1,599,195     1,599,195        1,615,187
      54             543,425     3,463,781       3,463,781     3,498,419     1,761,997     1,761,997        1,779,617
      55             572,696     3,842,994       3,842,994     3,881,424     1,941,184     1,941,184        1,960,595
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                      A-17
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION III
CASH VALUE ACCUMULATION TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL             Net 1-25      Net 26+
RATE OF RETURN :  Current             0.00%        -1.46%       -1.21%
                  Guaranteed          0.00%        -1.71%       -1.46%
ASSUMED ANNUAL PREMIUM(1) :         $ 2,000

<TABLE>
<CAPTION>
                    PREMIUMS
     END           ACCUMULATED             ASSUMING CURRENT COSTS                   ASSUMING GUARANTEED COSTS
      OF         AT 5% INTEREST  ACCUMULATION       CASH          DEATH      ACCUMULATION      CASH           DEATH
     YEAR           PER YEAR       VALUE (2)      VALUE (2)   BENEFIT (2)(3)   VALUE (2)     VALUE (2)    BENEFIT (2)(3)
     ----           --------       ---------      ---------   --------------   ---------     ---------    --------------
      <S>            <C>            <C>             <C>          <C>             <C>           <C>           <C>
      1                2,100         1,067                       102,000           907                       102,000
      2                4,305         2,273             782       104,000         1,933           442         104,000
      3                6,620         3,614           2,123       106,000         3,074         1,583         106,000
      4                9,051         4,919           3,428       108,000         4,147         2,656         108,000
      5               11,604         6,190           4,699       110,000         5,149         3,658         110,000
      6               14,284         7,434           6,241       112,000         6,074         4,881         112,000
      7               17,098         8,646           7,752       114,000         6,913         6,019         114,000
      8               20,053         9,826           9,230       116,000         7,659         7,063         116,000
      9               23,156        10,975          10,677       118,000         8,300         8,002         118,000
      10              26,414        12,083          12,083       120,000         8,824         8,824         120,000
      11              29,834        13,198          13,198       122,000         9,223         9,223         122,000
      12              33,426        14,255          14,255       124,000         9,486         9,486         124,000
      13              37,197        15,240          15,240       126,000         9,605         9,605         126,000
      14              41,157        16,152          16,152       128,000         9,568         9,568         128,000
      15              45,315        16,985          16,985       130,000         9,361         9,361         130,000
      16              49,681        17,640          17,640       132,000         8,965         8,965         132,000
      17              54,265        18,212          18,212       134,000         8,352         8,352         134,000
      18              59,078        18,674          18,674       136,000         7,491         7,491         136,000
      19              64,132        19,026          19,026       138,000         6,342         6,342         138,000
      20              69,439        19,270          19,270       140,000         4,863         4,863         140,000
      21              75,010        19,369          19,369       142,000         3,008         3,008         142,000
      22              80,861        19,319          19,319       144,000           732           732         144,000
      23              87,004        19,082          19,082       146,000
      24              93,454        18,676          18,676       148,000
      25             100,227        18,031          18,031       150,000
      26             107,338        17,216          17,216       152,000
      27             114,805        16,088          16,088       154,000
      28             122,645        14,678          14,678       156,000
      29             130,878        12,879          12,879       158,000
      30             139,522        10,675          10,675       160,000
      31             148,598         8,001           8,001       162,000
      32             158,128         4,729           4,729       164,000
      33             168,134           815             815       166,000
      34             178,641
      35             189,673
      36             201,256
      37             213,419
      38             226,190
      39             239,600
      40             253,680
      41             268,464
      42             283,987
      43             300,286
      44             317,400
      45             335,370
      46             354,239
      47             374,051
      48             394,853
      49             416,696
      50             439,631
      51             463,712
      52             488,998
      53             515,548
      54             543,425
      55             572,696
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                      A-18
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION III
CASH VALUE ACCUMULATION TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL             Net 1-25      Net 26+
RATE OF RETURN :  Current             6.00%         4.54%        4.79%
                  Guaranteed          6.00%         4.29%        4.54%
ASSUMED ANNUAL PREMIUM(1) :         $ 2,000

<TABLE>
<CAPTION>
                    PREMIUMS
     END           ACCUMULATED             ASSUMING CURRENT COSTS                    ASSUMING GUARANTEED COSTS
      OF         AT 5% INTEREST  ACCUMULATION       CASH          DEATH      ACCUMULATION      CASH           DEATH
     YEAR           PER YEAR       VALUE (2)      VALUE (2)   BENEFIT (2)(3)   VALUE (2)     VALUE (2)    BENEFIT (2)(3)
     ----           --------       ---------      ---------   --------------   ---------     ---------    --------------
      <S>            <C>            <C>             <C>          <C>            <C>           <C>            <C>
      1                2,100         1,154                       102,000           988                       102,000
      2                4,305         2,520           1,029       104,000         2,159           668         104,000
      3                6,620         4,107           2,616       106,000         3,518         2,027         106,000
      4                9,051         5,750           4,259       108,000         4,888         3,397         108,000
      5               11,604         7,453           5,962       110,000         6,262         4,771         110,000
      6               14,284         9,227           8,034       112,000         7,638         6,445         112,000
      7               17,098        11,070          10,176       114,000         9,006         8,112         114,000
      8               20,053        12,984          12,388       116,000        10,356         9,760         116,000
      9               23,156        14,975          14,677       118,000        11,676        11,378         118,000
      10              26,414        17,036          17,036       120,000        12,954        12,954         120,000
      11              29,834        19,221          19,221       122,000        14,178        14,178         122,000
      12              33,426        21,472          21,472       124,000        15,336        15,336         124,000
      13              37,197        23,775          23,775       126,000        16,417        16,417         126,000
      14              41,157        26,135          26,135       128,000        17,407        17,407         128,000
      15              45,315        28,548          28,548       130,000        18,289        18,289         130,000
      16              49,681        30,938          30,938       132,000        19,038        19,038         132,000
      17              54,265        33,393          33,393       134,000        19,625        19,625         134,000
      18              59,078        35,892          35,892       136,000        20,013        20,013         136,000
      19              64,132        38,444          38,444       138,000        20,155        20,155         138,000
      20              69,439        41,054          41,054       140,000        20,002        20,002         140,000
      21              75,010        43,698          43,698       142,000        19,499        19,499         142,000
      22              80,861        46,378          46,378       144,000        18,587        18,587         144,000
      23              87,004        49,071          49,071       146,000        17,199        17,199         146,000
      24              93,454        51,798          51,798       148,000        15,258        15,258         148,000
      25             100,227        54,515          54,515       150,000        12,661        12,661         150,000
      26             107,338        57,341          57,341       152,000         9,299         9,299         152,000
      27             114,805        60,133          60,133       154,000         4,955         4,955         154,000
      28             122,645        62,922          62,922       156,000
      29             130,878        65,649          65,649       158,000
      30             139,522        68,316          68,316       160,000
      31             148,598        70,900          70,900       162,000
      32             158,128        73,335          73,335       164,000
      33             168,134        75,616          75,616       166,000
      34             178,641        77,659          77,659       168,000
      35             189,673        79,496          79,496       170,000
      36             201,256        80,986          80,986       172,000
      37             213,419        82,101          82,101       174,000
      38             226,190        82,769          82,769       176,000
      39             239,600        82,827          82,827       178,000
      40             253,680        82,188          82,188       180,000
      41             268,464        80,677          80,677       182,000
      42             283,987        78,070          78,070       184,000
      43             300,286        73,966          73,966       186,000
      44             317,400        68,072          68,072       188,000
      45             335,370        59,903          59,903       190,000
      46             354,239        48,651          48,651       192,000
      47             374,051        33,604          33,604       194,000
      48             394,853        13,622          13,622       196,000
      49             416,696
      50             439,631
      51             463,712
      52             488,998
      53             515,548
      54             543,425
      55             572,696
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                      A-19
<PAGE>

JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

DEATH BENEFIT OPTION III
CASH VALUE ACCUMULATION TEST
MALE NON-SMOKER STANDARD ISSUE AGE 45
$100,000 INITIAL SPECIFIED AMOUNT

ASSUMED HYPOTHETICAL GROSS ANNUAL             Net 1-25      Net 26+
RATE OF RETURN :  Current            12.00%        10.54%       10.79%
                  Guaranteed         12.00%        10.29%       10.54%
ASSUMED ANNUAL PREMIUM(1) :         $ 2,000

<TABLE>
<CAPTION>
                    PREMIUMS
     END           ACCUMULATED             ASSUMING CURRENT COSTS                   ASSUMING GUARANTEED COSTS
      OF         AT 5% INTEREST  ACCUMULATION       CASH          DEATH      ACCUMULATION      CASH           DEATH
     YEAR           PER YEAR       VALUE (2)      VALUE (2)   BENEFIT (2)(3)   VALUE (2)     VALUE (2)    BENEFIT (2)(3)
     ----           --------       ---------      ---------   --------------   ---------     ---------    --------------
      <S>            <C>         <C>             <C>           <C>             <C>           <C>             <C>
      1                2,100         1,241                       102,000         1,071                       102,000
      2                4,305         2,778           1,287       104,000         2,397           906         104,000
      3                6,620         4,642           3,151       106,000         4,003         2,512         106,000
      4                9,051         6,687           5,196       108,000         5,726         4,235         108,000
      5               11,604         8,935           7,444       110,000         7,575         6,084         110,000
      6               14,284        11,415          10,222       112,000         9,559         8,366         112,000
      7               17,098        14,149          13,255       114,000        11,683        10,789         114,000
      8               20,053        17,162          16,566       116,000        13,956        13,360         116,000
      9               23,156        20,487          20,189       118,000        16,385        16,087         118,000
      10              26,414        24,150          24,150       120,000        18,977        18,977         120,000
      11              29,834        28,242          28,242       122,000        21,746        21,746         122,000
      12              33,426        32,752          32,752       124,000        24,703        24,703         124,000
      13              37,197        37,724          37,724       126,000        27,869        27,869         126,000
      14              41,157        43,216          43,216       128,000        31,270        31,270         128,000
      15              45,315        49,286          49,286       130,000        34,936        34,936         130,000
      16              49,681        55,934          55,934       132,000        38,891        38,891         132,000
      17              54,265        63,311          63,311       134,000        43,162        43,162         134,000
      18              59,078        71,490          71,490       136,000        47,777        47,777         136,000
      19              64,132        80,573          80,573       142,873        52,769        52,769         138,000
      20              69,439        90,597          90,597       156,846        58,180        58,180         140,000
      21              75,010       101,605         101,605       171,844        64,063        64,063         142,000
      22              80,861       113,698         113,698       187,972        70,489        70,489         144,000
      23              87,004       126,965         126,965       205,300        77,543        77,543         146,000
      24              93,454       141,540         141,540       223,966        85,333        85,333         148,000
      25             100,227       157,513         157,513       244,023        93,983        93,983         150,000
      26             107,338       175,234         175,234       265,922       103,736       103,736         157,423
      27             114,805       194,651         194,651       289,495       114,336       114,336         170,046
      28             122,645       215,969         215,969       314,976       125,731       125,731         183,370
      29             130,878       239,315         239,315       342,496       137,953       137,953         197,432
      30             139,522       264,898         264,898       372,308       151,038       151,038         212,281
      31             148,598       292,916         292,916       404,640       165,030       165,030         227,975
      32             158,128       323,543         323,543       439,658       179,982       179,982         244,574
      33             168,134       357,038         357,038       477,626       195,958       195,958         262,142
      34             178,641       393,598         393,598       518,692       213,037       213,037         280,745
      35             189,673       433,598         433,598       563,207       231,291       231,291         300,427
      36             201,256       477,223         477,223       611,275       250,783       250,783         321,228
      37             213,419       524,858         524,858       663,284       271,565       271,565         343,188
      38             226,190       576,873         576,873       719,622       293,669       293,669         366,339
      39             239,600       633,568         633,568       780,632       317,115       317,115         390,723
      40             253,680       695,419         695,419       846,902       341,934       341,934         416,418
      41             268,464       762,849         762,849       918,920       368,179       368,179         443,505
      42             283,987       836,315         836,315       997,165       395,925       395,925         472,074
      43             300,286       916,151         916,151     1,081,905       425,265       425,265         502,206
      44             317,400     1,003,029       1,003,029     1,173,751       456,315       456,315         533,983
      45             335,370     1,097,578       1,097,578     1,273,181       489,216       489,216         567,486
      46             354,239     1,200,315       1,200,315     1,380,451       524,131       524,131         602,790
      47             374,051     1,312,293       1,312,293     1,496,318       561,260       561,260         639,966
      48             394,853     1,434,556       1,434,556     1,621,344       600,835       600,835         679,068
      49             416,696     1,568,392       1,568,392     1,756,141       643,128       643,128         720,116
      50             439,631     1,715,438       1,715,438     1,901,391       688,305       688,305         762,917
      51             463,712     1,877,441       1,877,441     2,057,796       736,268       736,268         806,997
      52             488,998     2,057,320       2,057,320     2,227,355       786,240       786,240         851,222
      53             515,548     2,258,275       2,258,275     2,412,705       835,745       835,745         892,897
      54             543,425     2,484,022       2,484,022     2,617,820       882,235       882,235         929,755
      55             572,696     2,738,596       2,738,596     2,848,139       944,201       944,201         981,969
</TABLE>

(1) Assumes a $2,000 premium is paid at the beginning of each policy year.
Values would be different if premiums are paid with a different frequency or in
different amounts
(2) Assumes that no policy loans or withdrawals have been made. Zero values
indicate lapse in the absence of additional premium payment.
(3) Increase due to adjustment by the corridor percentage.


                                     A-20
<PAGE>






           Jefferson Pilot Financial Insurance Company and Subsidiary

                   Audited Consolidated Financial Statements

              As of December 31, 1999 and for the year then ended


Contents



<TABLE>
<S>                                                                         <C>
Report of Independent Auditors ............................................ F-1
Consolidated Balance Sheet ................................................ F-2
Consolidated Statement of Income .......................................... F-3
Consolidated Statement of Stockholder's Equity ............................ F-4
Consolidated Statement of Cash Flows ...................................... F-5
Notes to Consolidated Financial Statements ................................ F-6
</TABLE>

<PAGE>

                        REPORT OF INDEPENDENT AUDITORS


The Board of Directors
Jefferson Pilot Financial Insurance Company and Subsidiary

We have audited the accompanying consolidated balance sheet of Jefferson Pilot
Financial Insurance Company (a wholly-owned subsidiary of Jefferson Pilot
Corporation) and subsidiary as of December 31, 1999, and the related
consolidated statements of income, stockholder's equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Jefferson Pilot
Financial Insurance Company and subsidiary at December 31, 1999, and the
consolidated results of their operations and their cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States.



                                                 /s/ Ernst & Young LLP


February 4, 2000


                                      F-1
<PAGE>

           JEFFERSON PILOT FINANCIAL INSURANCE COMPANY AND SUBSIDIARY

                          Consolidated Balance Sheet


                               December 31, 1999
                   (In Thousands, except for Share Amounts)

<TABLE>
<S>                                                                                          <C>
Assets
Invested assets
 Debt securities available-for-sale, at fair value (amortized cost--$3,043,854)...........    $2,920,793
 Equity securities available-for-sale, at fair value (cost--$8,333).......................         9,686
 Policy loans ............................................................................       267,335
 Mortgage loans on real estate ...........................................................       441,836
                                                                                              ----------
Total investments ........................................................................     3,639,650
Cash and cash equivalents ................................................................        49,158
Accrued investment income ................................................................        59,876
Due from reinsurers ......................................................................       275,991
Deferred policy acquisition costs ........................................................       208,209
Value of business acquired ...............................................................       510,825
Cost in excess of net assets acquired, net of accumulated amortization of $12,119.........       150,664
Property and equipment, net of accumulated depreciation of $9,184.........................         9,611
Deferred federal income taxes ............................................................        22,688
Assets held in separate accounts .........................................................     1,274,866
Other assets .............................................................................         9,818
                                                                                              ----------
                                                                                              $6,211,356
                                                                                              ==========

Liabilities
Policy liabilities:
 Policyholder contract deposits ..........................................................    $2,841,387
 Future policy benefits ..................................................................       649,691
 Policy and contract claims ..............................................................        42,427
 Premiums paid in advance ................................................................         2,148
 Other policyholders' funds ..............................................................        95,855
                                                                                              ----------
Total policy liabilities .................................................................     3,631,508
Payable to affiliates ....................................................................        37,726
Liabilities related to separate accounts .................................................     1,274,866
Securities sold under repurchase agreements ..............................................       166,570
Accrued expenses and other liabilities ...................................................       141,941
                                                                                              ----------
                                                                                               5,252,611
Commitments and contingent liabilities ...................................................            --

Stockholder's equity
 Common stock, par value $5 per share, 600,000 shares authorized, issued and outstanding..         3,000
 Paid in capital .........................................................................       756,066
 Retained earnings .......................................................................       236,305
 Accumulated other comprehensive income--net unrealized losses on securities .............       (36,626)
                                                                                              ----------
                                                                                                 958,745
                                                                                              ----------
                                                                                              $6,211,356
                                                                                              ==========
</TABLE>

See notes to consolidated financial statements.

                                      F-2
<PAGE>

         JEFFERSON PILOT FINANCIAL INSURANCE COMPANY AND SUBSIDIARY

                       Consolidated Statement of Income


                         Year ended December 31, 1999
                                (In Thousands)

<TABLE>
<S>                                                              <C>
Revenues
Premiums and policy charges ..................................    $317,215
Net investment income ........................................     261,344
Realized investment losses ...................................        (720)
Other income (expense) .......................................        (239)
                                                                  --------
Total revenues ...............................................     577,600

Benefits and expenses
Policy benefits and claims ...................................     283,773
Commissions and operating expenses, net of deferrals .........      48,062
Amortization of intangibles ..................................      67,744
Taxes, licenses and fees .....................................      20,311
                                                                  --------
Total benefits and expenses ..................................     419,890
                                                                  --------
Income before federal income tax .............................     157,710
                                                                  --------
Federal income tax expense:
 Current .....................................................      28,387
 Deferred ....................................................      27,025
                                                                  --------
                                                                    55,412
                                                                  --------
Net income ...................................................    $102,298
                                                                  ========
</TABLE>

See notes to consolidated financial statements.


                                      F-3
<PAGE>

           JEFFERSON PILOT FINANCIAL INSURANCE COMPANY AND SUBSIDIARY

                Consolidated Statement of Stockholder's Equity


                                (In Thousands)

<TABLE>
<CAPTION>
                                                                                      Accumulated Other
                                                                                   Comprehensive Income--         Total
                                         Common        Paid in       Retained       Net Unrealized Gains      Stockholder's
                                          Stock        Capital       Earnings      (Losses) on Securities         Equity
                                       ----------   ------------   ------------   ------------------------   --------------
<S>                                    <C>          <C>            <C>            <C>                        <C>
Balance, December 31, 1998 .........    $ 3,000      $ 756,066      $ 134,007             $ 42,103             $ 935,176
Net income .........................         --             --        102,298                   --               102,298
Other comprehensive income .........         --             --             --              (78,729)              (78,729)
                                                                                                               ---------
 Comprehensive income ..............         --             --             --                   --                23,569
                                        -------      ---------      ---------             --------             ---------
Balance, December 31, 1999 .........    $ 3,000      $ 756,066      $ 236,305             $(36,626)            $ 958,745
                                        =======      =========      =========             ========             =========
</TABLE>

See notes to consolidated financial statements.


                                      F-4
<PAGE>

           JEFFERSON PILOT FINANCIAL INSURANCE COMPANY AND SUBSIDIARY

                     Consolidated Statement of Cash Flows


                         Year ended December 31, 1999
                                (In Thousands)

<TABLE>
<S>                                                                                          <C>
Operating activities
Net income ...............................................................................    $  102,298
Adjustments to reconcile net income to net cash provided by operating activities:
 Change in future policy benefits, policy and contract claims and premiums paid in                 7,242
  advance, net
 Credits to policyholder accounts, net ...................................................      (124,370)
 Policy acquisition costs deferred, net of amortization ..................................       (95,250)
 Net amortization of value of business acquired ..........................................        31,325
 Change in accrued investment income .....................................................        (6,250)
 Realized investment losses ..............................................................           720
 Amortization of investment premiums .....................................................         4,201
 Provision for depreciation ..............................................................         6,417
 Provision for deferred income tax .......................................................        27,025
 Change in receivables and asset accruals ................................................       (14,323)
 Change in payables and expense accruals .................................................        78,929
 Other operating activities, net .........................................................       (10,533)
                                                                                              ----------
Net cash provided by operating activities ................................................         7,431

Investing activities
Proceeds from sales of debt securities ...................................................       239,384
Proceeds from maturities of debt securities ..............................................       302,338
Proceeds from sales of equity securities .................................................         2,616
Purchases of debt securities .............................................................      (627,847)
Purchases of equity securities ...........................................................        (2,600)
Mortgage loans originated ................................................................      (167,280)
Repayments of mortgage loans .............................................................         6,936
Policy loans issued, net of repayments ...................................................       (21,045)
                                                                                              ----------
Net cash used in investing activities ....................................................      (267,498)

Financing activities
Deposits credited to policyholders' funds ................................................       440,343
Withdrawals from policyholders' funds ....................................................      (200,888)
Proceeds from securities sold under repurchase agreements ................................        64,440
Decrease in loans payable ................................................................        (1,184)
                                                                                              ----------
Net cash provided by financing activities ................................................       302,711
                                                                                              ----------
Net increase in cash and cash equivalents ................................................        42,644
Cash and cash equivalents, beginning of period ...........................................         6,514
                                                                                              ----------
Cash and cash equivalents, end of period .................................................    $   49,158
                                                                                              ==========
</TABLE>

See notes to consolidated financial statements.


                                      F-5
<PAGE>

                  Notes to Consolidated Financial Statements

           Jefferson Pilot Financial Insurance Company and Subsidiary
                               December 31, 1999

1. Basis of Presentation

Nature of Operations

Jefferson Pilot Financial Insurance Company is a wholly-owned subsidiary of
Jefferson-Pilot Corporation (Parent) and is principally engaged in the sale of
individual life insurance and investment products. These products are marketed
primarily through personal producing general agents throughout the United
States.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP) and include the
accounts of Jefferson Pilot Financial Insurance Company (the Company) and its
subsidiary, Jefferson Pilot LifeAmerica Insurance Company. Significant
intercompany transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements requires management to make estimates
and assumptions affecting the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities as of the date of the
financial statements, and the reported amounts of revenues and expenses for the
reporting period. Those estimates are inherently subject to change and actual
results could differ from those estimates. Included among the material (or
potentially material) reported amounts and disclosures that require extensive
use of estimates are asset valuation allowances, policy liabilities, deferred
policy acquisition costs, value of business acquired and the potential effects
of resolving litigated matters.

Cash and Cash Equivalents

The Company includes with cash and cash equivalents its holdings of short-term
investments which are highly liquid investments that mature within three months
of the date of acquisition.

Invested Assets

Debt and equity securities are classified as securities available-for-sale,
stated at fair value with net unrealized gains and losses included in
accumulated other comprehensive income, net of deferred income taxes and
adjustments to deferred policy acquisition costs and value of business
acquired.

Policy loans are carried at the unpaid balances.

Mortgage loans on real estate are stated at the unpaid balances, net of
allowances for unrecoverable amounts. The Company's mortgage loan portfolio is
comprised of conventional real estate mortgages collateralized by retail (27%),
apartment (20%), industrial (22%), hotel (20%) and office (11%) properties.

Mortgage loan underwriting standards emphasize the credit status of a
prospective borrower, quality of the underlying collateral and conservative
loan-to-value relationships. Of stated mortgage loan balances as of December
31, 1999, 29% are due from borrowers in South Atlantic states, 21% are due from
borrowers in West South Central states, 14% are due from borrowers in West
North Central states, 11% are due from borrowers in East North Central states
and 11% are due from borrowers in Pacific states. No other geographic region
represents as much as 10% of December 31, 1999 mortgage loans.

Amortization of premiums and accrual of discounts on investments in debt
securities are reflected in earnings over the contractual terms of the
investments in a manner that produces a constant effective yield. Realized
gains and losses on dispositions of securities are determined by the specific
identification method.

Recognition of Revenues, Benefits, Claims and Expenses:

Universal Life Products

Universal life products include universal life insurance, variable universal
life insurance and other interest-sensitive life insurance policies. Revenues
for universal life products consist of policy charges for the cost of

                                      F-6
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

           Jefferson Pilot Financial Insurance Company and Subsidiary
                               December 31, 1999

2. Summary of Significant Accounting Policies--Continued

insurance, policy administration and surrenders that have been assessed against
policy account balances during the period.

Policy fund liabilities for universal life and other interest-sensitive life
insurance policies are computed in accordance with the retrospective deposit
method and represent policy account balances before surrender charges. Policy
fund assets and liabilities for variable universal life insurance are
segregated and recorded as separate account assets and liabilities. Separate
account assets are carried at market values as of the balance sheet date and
are invested by the Company at the direction of the policyholder. Investments
are made in different portfolios in a series fund. Each of the portfolios has
specific investment objectives and the investment income and investment gains
and losses accrue directly to, and investment risk is borne by, the
policyholders. Accordingly, operating results of the separate account are not
included in the consolidated statement of income.

Policy claims that are charged to expense include claims incurred in the period
in excess of related policy account balances. Other policy benefits include
interest credited to universal life and other interest-sensitive life insurance
policies. Interest crediting rates ranged from 4.35% to 6.60% in 1999.

Investment Products

Investment products include flexible premium annuities, structured settlement
annuities and other supplementary contracts without life contingencies.
Revenues for investment products consist of policy charges for the cost of
insurance, policy administration and surrenders that have been assessed against
policy account balances during the period. Deposits for these products are
recorded as policy fund liabilities, which are increased by interest credited
to the liabilities and decreased by withdrawals and policy charges assessed
against the contract holders. Interest crediting rates generally ranged from 4%
to 9.5% in 1999.

Traditional Life Insurance Products

Traditional life insurance products include those products with fixed and
guaranteed premiums and benefits. Premium revenues for traditional life
insurance are recognized as revenues when due. The liabilities for future
policy benefits are computed by the net level premium method based on estimated
future investment yield, mortality and withdrawal experience. Interest rate
assumptions ranged from 2% to 6% at December 31, 1999. Mortality is calculated
principally on an experience multiple applied to select and ultimate tables in
common usage in the industry. Estimated withdrawals are determined principally
based on industry tables. Policy benefits and claims are charged to expense as
incurred.

Policy and Contract Claims

The liability for policy and contract claims consists of the estimated amount
payable for claims reported but not yet settled, and an estimate of claims
incurred but not reported, which is based on historical experience, adjusted
for trends and circumstances. Management believes that the recorded liability
is sufficient to provide for the associated claims adjustment expenses.

Reinsurance

Reinsurance receivables include amounts recoverable from reinsurers related to
paid benefits and estimated amounts related to unpaid policy and contract
claims, future policy benefits and policyholder contract deposits. The cost of
reinsurance is accounted for over the terms of the underlying reinsured
policies using assumptions consistent with those used to account for the
policies.

Deferred Policy Acquisition Costs and Value of Business Acquired

Costs related to obtaining new business, including commissions, certain costs
of underwriting and issuing policies and certain agency office expenses, all of
which vary with and are primarily related to the production of new business,
have been deferred.


                                      F-7
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

          Jefferson Pilot Financial Insurance Company and Subsidiary
                               December 31, 1999

2. Summary of Significant Accounting Policies--Continued

Deferred Policy Acquisition Costs and Value of Business Acquired (continued)

Deferred policy acquisition costs for traditional life insurance polices are
amortized over the premium paying periods of the related contracts using the
same assumptions for anticipated premium revenue that are used to compute
liabilities for future policy benefits. For universal life and investment
products, these costs are amortized at a constant rate based on the present
value of the estimated future gross profits to be realized over the terms of
the contracts, not to exceed 25 years.

Value of business acquired represents the actuarially determined present value
of anticipated profits to be realized from life insurance and annuity business
purchased, using the same assumptions used to value the related liabilities.
Amortization of the value of business acquired occurs over the related contract
periods, using current crediting rates to accrete interest and a constant
amortization rate based on the present value of expected future profits.

The carrying amounts of deferred policy acquisition costs and value of business
acquired related to universal life and investment contracts is adjusted to
reflect the effects that the unrealized gains or losses on investments
classified as available-for-sale would have had on the present value of
estimated gross profits had such gains or losses actually been realized. This
adjustment is excluded from income and charged or credited directly to
accumulated other comprehensive income, net of applicable deferred income tax.
The carrying amounts of deferred policy acquisition costs and value of business
acquired is also adjusted for the effect of realized gains and losses.

The carrying amounts of deferred policy acquisition costs and value of buisness
acquired are reviewed periodically to determine that the unamortized portion
does not exceed expected recoverable amounts. No impairment adjustments have
been reflected in earnings in 1999.

Cost in Excess of Assets Acquired

The excess of Jefferson-Pilot's purchase price over the fair value of assets
acquired, which has been "pushed down" to the Company level for financial
reporting purposes, is being amortized on a straight-line basis over 35 years.
Carrying amounts are regularly reviewed for indications of value impairment,
with consideration given to financial performance and other relevant factors.

Property and Equipment

Property and equipment used in operations are carried at cost, less accumulated
depreciation. Depreciation is calculated using the straight-line method over
the estimated remaining useful lives of the assets.

Federal Income Taxes

The Company is not included in the Parent's consolidated tax return, but instead
files its own return with its wholly-owned subsidiary.

Deferred income tax assets and liabilities are recorded on the differences
between the tax bases of assets and liabilities and the amounts at which they
are reported in the financial statements. Recorded amounts are adjusted to
reflect changes in income tax rates and other tax law provisions as they become
enacted.

New Accounting Pronouncement

Effective January 1, 2001, the Company will adopt SFAS 133, "Accounting for
Derivative Instruments and for Hedging Activities". SFAS 133 requires companies
to recognize all derivatives on the balance sheet at fair value and establishes
special accounting rules for hedging activities. The effect of the hedge
accounting rules is to permit a company to offset changes in fair value or cash
flows of both the hedged item and hedging instrument in earnings in the same
period. Changes in the fair value of derivatives that do not qualify for hedge
accounting are reported in earnings in the period of the change. Based on the
limited nature of the Company's use of derivatives and hedging activities,
adoption of this pronouncement is not expected to have a material impact on the
Company's financial position or results of operations.


                                      F-8
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

           Jefferson Pilot Financial Insurance Company and Subsidiary
                               December 31, 1999

3. Invested Assets

Aggregate amortized cost, aggregate fair value and gross unrealized gains and
losses of debt securities available-for-sale at December 31, 1999 were as
follows (in thousands):

<TABLE>
<CAPTION>
                                                                                 Gross          Gross
                                                               Amortized      Unrealized     Unrealized         Fair
                                                                  Cost           Gains         Losses          Value
                                                             -------------   ------------   ------------   -------------
<S>                                                          <C>             <C>            <C>            <C>
U.S. Treasury obligations and direct obligations of
 U.S. government agencies ................................    $   78,201        $  409        $    238      $   78,372
Corporate bonds ..........................................     2,106,958         4,379          92,674       2,018,663
Obligations of states and political subdivisions .........           482            --             127             355
Mortgage-backed securities ...............................       858,096         2,028          36,848         823,276
Redeemable preferred stocks ..............................           117            10              --             127
                                                              ----------        ------        --------      ----------
Total debt securities ....................................    $3,043,854        $6,826        $129,887      $2,920,793
                                                              ==========        ======        ========      ==========
</TABLE>

Aggregate amortized cost and aggregate fair value of debt securities at
December 31, 1999 by contractual maturity were as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                             Amortized          Fair
                                                                                                Cost           Value
                                                                                           -------------   -------------
<S>                                                                                        <C>             <C>
Due in one year or less ................................................................    $   37,886      $   37,876
Due after one year through five years ..................................................       242,222         240,843
Due after five years through ten years .................................................       727,821         694,374
Due after ten years ....................................................................       559,453         541,688
Amounts not due at a single maturity date ..............................................     1,476,472       1,406,012
                                                                                            ----------      ----------
                                                                                            $3,043,854      $2,920,793
                                                                                            ==========      ==========
</TABLE>

Actual future maturities will differ from the contractual maturities shown
because the issuers of certain debt securities have the right to call or prepay
the amounts due to the Company, with or without penalty.

The sources of net investment income for the year ended December 31, 1999 were
as follows (in thousands):

<TABLE>
<S>                                                                                                          <C>
 Debt securities ........................................................................................     $226,627
 Equity securities ......................................................................................          853
 Policy loans ...........................................................................................       18,936
 Mortgage loans .........................................................................................       28,010
 Other ..................................................................................................        1,012
                                                                                                              --------
 Gross investment income ................................................................................      275,438
 Investment expenses ....................................................................................       14,094
                                                                                                              --------
 Net investment income ..................................................................................     $261,344
                                                                                                              ========
</TABLE>

Realized investment gains and (losses) for the year ended December 31, 1999
were as follows (in thousands):

<TABLE>
<S>                                                                                                          <C>
 Debt securities ........................................................................................      $    2
 Equity securities ......................................................................................         (95)
 Real estate ............................................................................................         222
 Increase in mortgage loan valuation allowance ..........................................................        (863)
 Amortization of value of business acquired .............................................................          14
                                                                                                               ------
 Realized investment losses .............................................................................      $ (720)
                                                                                                               ======
</TABLE>

Gross realized gains and (losses) on available-for-sale securities were $2,725
thousand and $(2,818) thousand, for the year ended December 31, 1999.


                                      F-9
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued


          Jefferson Pilot Financial Insurance Company and Subsidiary
                               December 31, 1999

3. Invested Assets--Continued

The changes in unrealized gains (losses) on securities classified as
available-for-sale for the Company for the year ended December 31, 1999 were as
follows (in thousands):

<TABLE>
<S>                                                                     <C>
     Change in equity securities ....................................    $     (966)
     Change in debt securities ......................................      (260,130)
     Change in value of business acquired adjustment ................       139,974
                                                                         ----------
                                                                           (121,122)
     Deferred income taxes ..........................................        42,393
                                                                         ----------
     Change in net unrealized gains (losses) ........................    $  (78,729)
                                                                         ==========
</TABLE>

The Company participates in a securities lending program. The Company generally
receives cash collateral in an amount that is in excess of the market value of
the securities loaned. Market values of securities loaned and collateral are
monitored daily, and additional collateral is obtained as necessary. At
December 31, 1999, the market value of securities loaned and collateral
received amounted to $25.6 million and $26.2 million, respectively.

The allowance for credit losses on mortgage loans increased from $3.6 at
December 31, 1998 to $4.5 million at December 31, 1999.

4. Derivatives

Use of Derivatives

The Company's investment policy permits the use of derivative financial
instruments such as interest rate swaps in certain circumstances. At December
31, 1999, such interest rate swaps are held to modify specific floating-rate
direct investments. The notional amount is $60 million, with the Company
receiving an average fixed rate of 7.45% and paying an average floating rate of
5.39% based primarily on the 3 month and 6 month LIBOR rates.

The interest rate swaps are used to reduce the impact of interest rate
fluctuations on specific floating-rate direct investments. Interest is
exchanged periodically on the notional value, with the Company receiving a
fixed rate and paying a short-term LIBOR rate on a net exchange basis. The net
amount received or paid under swaps is reflected as an adjustment to investment
income. All of the hedges are of investments classified as available-for-sale,
and net unrealized gains and losses, net of the effects of income taxes and the
impact on deferred policy acquisition costs and the value of business acquired,
are not significant and are included in accumulated other comprehensive income
in stockholder's equity as of December 31, 1999.

Credit and Market Risk

The Company is exposed to credit risk in the event of non-performance by
counterparties to swap agreements. The Company limits this exposure by entering
into swap agreements with counterparties having high credit ratings and by
regularly monitoring the ratings.

The Company's credit exposure on swaps is limited to the fair value of swap
agreements that are favorable to the Company. The Company does not expect any
counterparty to fail to meet its obligation; however, non-performance would not
have a material adverse effect on the Company's financial position or results
of operations.

The Company's exposure to market risk is mitigated by the offsetting effects of
changes in the value of swap agreements and the related direct investments. The
Company routinely monitors correlation between hedged items and hedging
instruments. In the event a hedge relationship is terminated or loses
correlation, any related hedging instrument that remained would be
marked-to-market through income. If the hedging instrument is terminated, any
gain or loss is deferred and amortized over the remaining life of the hedged
asset.


                                      F-10
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

           Jefferson Pilot Financial Insurance Company and Subsidiary
                               December 31, 1999

5. Deferred Policy Acquisition Costs and Value of Business Acquired

Policy acquisition costs deferred and the related amortization charged to
income for the year ended December 31, 1999 were as follows (in thousands):

<TABLE>
<S>                                                                        <C>
Beginning balance ......................................................    $ 112,959
Deferral:
 Commissions ...........................................................       85,032
 Other .................................................................       24,964
                                                                            ---------
                                                                              109,996
Amortization ...........................................................      (14,746)
                                                                            ---------
Ending balance .........................................................    $ 208,209
                                                                            =========
</TABLE>

Changes in the value of business acquired for the year ended December 31, 1999
were as follows (in thousands):

<TABLE>
<S>                                                                        <C>
Beginning balance ......................................................    $ 402,176
Deferral of commissions and accretion of interest ......................       17,030
Amortization ...........................................................      (48,369)
Adjustment related to realized gains on debt securities ................           14
Adjustment related to unrealized gains on securities available-for-sale       139,974
                                                                            ---------
Ending balance .........................................................    $ 510,825
                                                                            =========
</TABLE>

Expected approximate amortization percentages of the value of business acquired
as of December 31, 1999 over the next five years were as follows:

<TABLE>
<S>                                                                             <C>
     Year ending December 31:
          2000 ..........................................................       10.3%
          2001 ..........................................................        9.0%
          2002 ..........................................................        8.1%
          2003 ..........................................................        7.2%
          2004 ..........................................................        6.4%
</TABLE>

6. Federal Income Taxes

The tax effects of temporary differences that gave rise to deferred income tax
liabilities and assets at December 31, 1999 are as follows (in thousands):

<TABLE>
<S>                                                                          <C>
     Deferred income tax assets:
      Future policy benefits and policy fund balances ...................    $123,034
      Net unrealized losses on securities ...............................      19,721
      Other .............................................................      31,259
                                                                             --------
     Total ..............................................................     174,014

     Deferred income tax liabilities:
      Value of business acquired ........................................     124,918
      Deferred policy acquisition costs .................................         448
      Other .............................................................      25,960
                                                                             --------
     Total ..............................................................     151,326
                                                                             --------
     Net deferred income tax asset ......................................    $ 22,688
                                                                             ========
</TABLE>


                                      F-11
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

           Jefferson Pilot Financial Insurance Company and Subsidiary
                               December 31, 1999

6. Federal Income Taxes--Continued

Under prior federal income tax law, one-half of the excess of a life insurance
company's income from operations over its taxable investment income was not
taxed, but was set aside in a special tax account designated as "Policyholders'
Surplus". The Company has approximately $13.5 million of untaxed
"Policyholders' Surplus" on which no payment of federal income taxes will be
required unless it is distributed as a dividend, or under other specified
conditions. The Clinton administration is proposing to tax, as part of its 2001
budget initiative, the "Policyholders' Surplus" over a five-year period. No
related deferred tax liability has been recognized for the potential tax which
would approximate $4.7 million under current proposed rates.

Federal income taxes paid in 1999 were $19.3 million.

7. Pensions

The Company's employees participate in the Parent's defined benefit pension
plans covering substantially all employees. The plans are noncontributory and
are funded through group annuity contracts issued by Jefferson-Pilot Life
Insurance Company, an affiliate. The assets of the plan are those of the
related contracts, and are primarily held in the separate accounts of
Jefferson-Pilot Life Insurance Company. The plans provide benefits based on
annual compensation and years of service. The funding policy is to contribute
annually no more than the maximum amount deductible for federal income tax
purposes. The plans are administered by the Parent.

Pension costs allocated to the Company for the year ended December 31, 1999,
were $1.5 million.

8. Other Postretirement Benefits

The Company provides certain other postretirement benefits, principally health
care and life insurance, to retired employees and their beneficiaries and
covered dependents. Postretirement costs of the Company that were allocated
from the Parent amounted to approximately $116 thousand for the year ended
December 31, 1999.

9. Commitments and Contingent Liabilities

The Company leases electronic data processing equipment and field office space
under noncancelable operating lease agreements. The lease terms generally range
from three to five years. Neither annual rent nor future rental commitments are
significant.

The Company routinely enters into commitments to extend credit in the form of
mortgage loans and to purchase certain debt securities for its investment
portfolio in private placement transactions. The fair value of outstanding
commitments to fund mortgage loans and to acquire debt securities in private
placement transactions, which are not reflected in the consolidated balance
sheet, approximates $1.6 million as of December 31, 1999.

In the normal course of business, the Company and its subsidiary are parties to
various lawsuits. Because of the considerable uncertainties that exist, the
Company cannot predict the outcome of pending or future litigation. However,
management believes that the resolution of pending legal proceedings will not
have a material adverse effect on the Company's financial position or results of
operations.

10. Reinsurance

The Company attempts to reduce its exposure to significant individual claims by
reinsuring portions of certain life insurance contracts written. The maximum
amount of individual life insurance retained on any one life, including
accidental death benefits, is $1.5 million.


                                      F-12
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

           Jefferson Pilot Financial Insurance Company and Subsidiary
                               December 31, 1999

10. Reinsurance--Continued

The effect of reinsurance on the premiums and policy charges in the
consolidated statement of income for the year ended December 31, 1999 was as
follows (in thousands):

<TABLE>
<CAPTION>
                                                          Ceded to
                                             Direct        Other          Net
                                             Amount      Companies      Amount
                                          -----------   -----------   ----------
<S>                                       <C>           <C>           <C>
Total premiums and policy charges .....    $382,529       $65,314      $317,215
                                           ========       =======      ========
</TABLE>

Reinsurance recoveries which have been deducted from benefits, claims and
expenses in the consolidated statement of income for the Company were $53,398.

Reinsurance contracts do not relieve the Company from its primary obligation to
policyholders. Therefore, the failure of a reinsurer to discharge its
reinsurance obligations could result in a loss to the Company. The Company
regularly evaluates the financial condition of its reinsurers and monitors
concentrations of credit risk related to reinsurance activities. No significant
credit losses resulted from the Company's reinsurance activities during the
year ended December 31, 1999.

As of December 31, 1999, the Company had a reinsurance recoverable of $87
million from a single reinsurer, pursuant to a 50% coinsurance agreement. The
Company and the reinsurer are joint and equal owners in $191 million of
securities and short-term investments as of December 31, 1999, 50% of which is
included in investments in the accompanying consolidated balance sheet.

11. Statutory Financial Information

The Company prepares financial statements on the basis of statutory accounting
practices (SAP) prescribed or permitted by the New Hampshire Department of
Insurance. Prescribed SAP include a variety of publications of the National
Association of Insurance Commissioners (NAIC) as well as state laws,
regulations and administrative rules. Permitted SAP encompass all accounting
practices not so prescribed. The impact of permitted accounting practices on
statutory capital and surplus is not significant for the Company.

The principal differences between SAP and generally accepted accounting
principles (GAAP) as they relate to the financial statements of the Company are
(1) policy acquisition costs are expensed as incurred under SAP, whereas they
are deferred and amortized under GAAP, (2) amounts collected from holders of
universal life-type and investment products are recognized as premiums when
collected under SAP, but are initially recorded as contract deposits under
GAAP, with cost of insurance recognized as revenue when assessed and other
contract charges recognized over the periods for which services are provided,
(3) the classification and carrying amounts of investments in certain
securities are different under SAP than under GAAP, (4) the criteria for
providing asset valuation allowances, and the methodologies used to determine
the amounts thereof, are different under SAP than under GAAP, (5) the timing of
establishing certain reserves, and the methodologies used to determine the
amounts thereof, are different under SAP than under GAAP, (6) no provision is
made for deferred income taxes under SAP, and (7) certain assets are not
admitted for purposes of determining surplus under SAP.

Reported capital and surplus on a statutory basis at December 31, 1999 was
$307.8 million. Reported statutory net income for the year ended December 31,
1999 was $73.5 million.

The amount of GAAP equity in excess of statutory surplus is unavailable for
distribution. In addition, various state insurance laws restrict the Company
and its insurance subsidiary as to the amount of dividends from statutory
surplus they may pay without the prior approval of regulatory authorities. The
restrictions generally are based on net gains from operations and on certain
levels of surplus as determined in accordance with statutory accounting
practices. Dividends in excess of such thresholds are considered
"extraordinary" and require prior regulatory approval.


                                      F-13
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

           Jefferson Pilot Financial Insurance Company and Subsidiary
                               December 31, 1999

11. Statutory Financial Information--Continued

Risk-Based Capital ("RBC") requirements promulgated by the NAIC require life
insurers to maintain minimum capitalization levels that are determined based on
formulas incorporating credit risk, insurance risk, interest rate risk and
general business risk. As of December 31, 1999, the Company's adjusted capital
and surplus exceeded its authorized control level RBC.

The NAIC Codification of Statutory Accounting Principles (Codification) has
been completed. The purpose of Codification is to create uniformity in
statutory financial reporting across states. Codification must be adopted by
individual states before it will have any bearing on the statutory reporting
requirements of their domiciliary companies. The NAIC is encouraging the states
to adopt Codification as soon as possible, with an implementation date of
January 1, 2001. The Company does not expect implementation to have a material
impact on its statutory surplus; however, implementation is expected to result
in a net reduction of statutory surplus and RBC throughout the insurance
industry.

12. Transactions with Affiliated Companies

The Company has entered into service agreements with the Parent and other
subsidiaries of the Parent for personnel and facilities usage, general
management services and investment management services. The Company expensed $62
million for general management and investment services provided by
Jefferson-Pilot Life Insurance Company, another wholly-owned subsidiary of the
Parent of which $35.5 million remained payable at December 31, 1999. The
remainder of the payable to affiliates at year end was due to other affiliates.

13. Fair Values of Financial Instruments

Fair values of financial instruments are based on quoted market prices where
available. Fair values of financial instruments for which quoted market prices
are not available are based on estimates using present value or other valuation
techniques. Those techniques are significantly affected by the assumptions
used, including the discount rates and the estimates of future cash flows.
Certain financial instruments, particularly insurance contracts, are excluded
from fair value disclosure requirements.

The methods and assumptions used to estimate the fair value of financial
instruments are as follows:

o  Fair values of debt securities with active markets are based on quoted market
   prices. For debt securities that trade in less active markets, fair values
   are obtained from independent pricing services. Fair values of debt
   securities are principally a function of current interest rates.
o  Fair values of equity securities are based on quoted market prices.
o  The carrying value of cash and cash equivalents approximates fair value due
   to the short maturities of these assets.
o  Fair values of policy loans and mortgage loans are estimated using discounted
   cash flow analyses.
o  Fair values of separate account assets and liabilities are reflected in the
   consolidated balance sheet.
o  Fair values of securities sold under repurchase agreements approximate
   carrying values, which include accrued interest.


                                      F-14
<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--Continued

           Jefferson Pilot Financial Insurance Company and Subsidiary
                               December 31, 1999

13. Fair Values of Financial Instruments--Continued

The carrying value and fair value of financial instruments at December 31, 1999
were as follows (in thousands):

<TABLE>
<CAPTION>
                                                       Carrying          Fair
                                                        Value           Value
                                                    -------------   ------------
<S>                                                 <C>             <C>
Financial Assets
Debt securities available-for-sale ..............    $2,920,793      $2,920,793
Equity securities available-for-sale ............         9,686           9,686
Cash and cash equivalents .......................        49,158          49,158
Policy loans ....................................       267,335         327,025
Mortgage loans on real estate ...................       441,836         411,008

Financial Liabilities
Securities sold under repurchase agreements .....       166,570         166,570
</TABLE>

Securities sold under repurchase agreements with a single counterparty, Credit
Suisse First Boston Corporation, totalled $101.5 million at December 31, 1999,
and had an average maturity date of March 8, 2000.

14. Other Comprehensive Income

Comprehensive income and its components are displayed in the accompanying
statement of stockholder's equity. Currently, the only element of other
comprehensive income applicable to the Company is changes in unrealized gains
and losses on securities classified as available-for-sale, which are displayed
in the following table, along with related tax effects. See Note 3 for further
detail of changes in unrealized gains on securities available-for-sale for the
year ended December 31, 1999 (in thousands):



<TABLE>
<S>                                                                <C>
Unrealized holding losses arising during period, before taxes ...    $ (121,200)
Income taxes ....................................................        42,420
                                                                     ----------
Unrealized holding losses arising during period, net of taxes ...       (78,780)
Less reclassification adjustment:
 Losses realized in net income, before taxes ....................           (79)
 Income taxes ...................................................            28
                                                                     ----------
 Reclassification adjustment for gains realized in net income ...           (51)
                                                                     ----------
Other comprehensive income--net unrealized gains ................    $  (78,729)
                                                                     ==========
</TABLE>

15. Impact of Year 2000 (Unaudited)

The Company's administrative and financial reporting systems are shared among
numerous insurance affiliates within the consolidated Jefferson-Pilot
Corporation group. In prior years, the Parent discussed the nature and progress
of its plans to become Year 2000 ready. In late 1999, the Parent completed its
remediation and testing of systems. As a result of those planning and
implementation efforts, the Parent experienced no significant disruptions in
critical information technology systems and believes those systems successfully
responded to the Year 2000 date change. The Parent expensed approximately $20.6
million to date in connection with remediating its systems. The Parent is not
aware of any material problems resulting from Year 2000 issues, either with its
products, its internal systems, or the products and services of third parties.
The Parent will continue to monitor its critical computer applications and
those of its vendors throughout the Year 2000 to ensure that any latent Year
2000 matters that arise are addressed promptly.


                                      F-15
<PAGE>

                        REPORT OF INDEPENDENT AUDITORS


Contractholders of JPF Separate Account A
JPF Separate Account A
The Board of Directors, JPF Separate Account A


We have audited the accompanying statements of assets and liabilities of the JPF
Separate Account A as of December 31, 1999, and the related statements of
operations and changes in net assets for each of the periods indicated therein.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with the auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1999, by correspondence with the fund managers. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of JPF Separate Account A at
December 31, 1999, and the results of its operations and the changes in its net
assets for the periods indicated therein in conformity with accounting
principles generally accepted in the United States.




                                                           /s/ Ernst & Young LLP


Boston, Massachusetts
March 23, 2000


                                      F-16
<PAGE>

                      STATEMENT OF ASSETS AND LIABILITIES

                             JPF SEPARATE ACCOUNT A
                               December 31, 1999

<TABLE>
<CAPTION>
                                                  JPVF            JPVF            JPVF
                                             International        World          Global
                                                 Equity       Growth Stock    Hard Assets
                                                Division        Division        Division
                                            --------------- ---------------- -------------
<S>                                         <C>             <C>              <C>
ASSETS
Investments at cost .......................  $ 16,851,415     $102,201,447    $6,226,361
                                             ============     ============    ==========
Investments at market value ...............  $ 21,417,249     $127,656,364    $5,498,877
Net premiums receivable (payable) .........         4,149          (98,543)       (3,488)
                                             ------------     ------------    ----------
    TOTAL NET ASSETS ......................  $ 21,421,398     $127,557,821    $5,495,389
                                             ============     ============    ==========
NET ASSET DISTRIBUTION
  Ensemble ................................                   $  1,998,819    $   79,803
  Ensemble II .............................  $ 21,421,398      125,559,002     5,415,586
                                             ------------     ------------    ----------
    TOTAL NET ASSETS ......................  $ 21,421,398     $127,557,821    $5,495,389
                                             ============     ============    ==========
UNITS OUTSTANDING
  Ensemble ................................                         38,941         8,506
  Ensemble II .............................     1,324,511        2,539,786       599,530
NET ASSET VALUE PER UNIT
  Ensemble ................................                   $     51.331    $    9.382
  Ensemble II .............................  $     16.174     $     49.441    $    9.034

<CAPTION>

                                                   JPVF              JPVF            JPVF
                                                 Emerging          Capital           Small           JPVF
                                                  Growth            Growth          Company         Growth
                                                 Division          Division        Division        Division
                                            ----------------- ----------------- -------------- ----------------
<S>                                         <C>               <C>               <C>            <C>
ASSETS
Investments at cost .......................   $  68,466,574     $ 163,241,350    $86,427,896     $ 14,656,170
                                              =============     =============    ===========     ============
Investments at market value ...............   $ 150,071,069     $ 313,132,843    $90,708,885     $ 21,821,774
Net premiums receivable (payable) .........         111,456           186,518        (32,214)          82,843
                                              -------------     -------------    -----------     ------------
    TOTAL NET ASSETS ......................   $ 150,182,525     $ 313,319,361    $90,676,671     $ 21,904,617
                                              =============     =============    ===========     ============
NET ASSET DISTRIBUTION
  Ensemble ................................                                      $   606,977
  Ensemble II .............................   $ 150,182,525     $ 313,319,361     90,069,694     $ 21,904,617
                                              -------------     -------------    -----------     ------------
    TOTAL NET ASSETS ......................   $ 150,182,525     $ 313,319,361    $90,676,671     $ 21,904,617
                                              =============     =============    ===========     ============
UNITS OUTSTANDING
  Ensemble ................................                                           13,010
  Ensemble II .............................       3,524,253         5,025,427      2,005,820          940,853
NET ASSET VALUE PER UNIT
  Ensemble ................................                                      $    46.658
  Ensemble II .............................   $      42.617     $      62.351    $    44.908     $     23.283
</TABLE>

See notes to financial statements.


                                      F-17
<PAGE>

                STATEMENT OF ASSETS AND LIABILITIES--(Continued)

                             JPF SEPARATE ACCOUNT A
                               December 31, 1999

<TABLE>
<CAPTION>
                                           JPVF
                                         Growth &          JPVF            JPVF
                                          Income         Balanced       High Yield
                                         Division        Division        Division
                                      -------------- ---------------- --------------
<S>                                   <C>            <C>              <C>
ASSETS
Investments at cost .................  $51,407,209     $ 33,635,926     $5,701,471
                                       ===========     ============     ==========
Investments at market value .........  $59,159,239     $ 42,340,461     $5,289,222
Accrued investment income ...........           --               --        434,055
Net premiums receivable .............      (30,855)          10,802         (5,770)
                                       -----------     ------------     ----------
    TOTAL NET ASSETS ................  $59,128,384     $ 42,351,263     $5,717,507
                                       ===========     ============     ==========
NET ASSET DISTRIBUTION
  Ensemble ..........................                            --
  Ensemble II .......................  $59,128,384     $ 42,351,263     $5,717,507
                                       -----------     ------------     ----------
    TOTAL NET ASSETS ................  $59,128,384     $ 42,351,263     $5,717,507
                                       ===========     ============     ==========
UNITS OUTSTANDING
  Ensemble ..........................
  Ensemble II .......................    2,051,583        1,696,392        552,664
NET ASSET VALUE PER UNIT
  Ensemble ..........................
  Ensemble II .......................  $    28.823     $     24.967     $   10.346

<CAPTION>

                                            JPVF           Fidelity         Fidelity
                                            Money           VIP II            VIP           Fidelity
                                           Market         Contrafund     Equity Income     VIP Growth
                                          Division         Division         Division        Division
                                      ---------------- ---------------- --------------- ----------------
<S>                                   <C>              <C>              <C>             <C>
ASSETS
Investments at cost .................   $ 23,308,344     $ 47,379,961     $ 9,295,439     $ 35,954,839
                                        ============     ============     ===========     ============
Investments at market value .........   $ 23,799,898     $ 64,970,351     $ 9,348,655     $ 45,268,975
Accrued investment income ...........             --               --              --               --
Net premiums receivable .............        111,369           30,150         258,023          179,000
                                        ------------     ------------     -----------     ------------
    TOTAL NET ASSETS ................   $ 23,911,267     $ 65,000,501     $ 9,606,678     $ 45,447,975
                                        ============     ============     ===========     ============
NET ASSET DISTRIBUTION
  Ensemble ..........................   $     30,774
  Ensemble II .......................     23,880,493     $ 65,000,501     $ 9,606,678     $ 45,447,975
                                        ------------     ------------     -----------     ------------
    TOTAL NET ASSETS ................   $ 23,911,267     $ 65,000,501     $ 9,606,678     $ 45,447,975
                                        ============     ============     ===========     ============
UNITS OUTSTANDING
  Ensemble ..........................          1,652
  Ensemble II .......................      1,331,669        2,985,507         809,036        2,383,455
NET ASSET VALUE PER UNIT
  Ensemble ..........................   $     18.632
  Ensemble II .......................   $     17.934     $     21.774     $    11.875     $     19.070
</TABLE>

See notes to financial statements.


                                      F-18
<PAGE>

                STATEMENT OF ASSETS AND LIABILITIES--(Continued)

                             JPF SEPARATE ACCOUNT A
                               December 31, 1999

<TABLE>
<CAPTION>
                                               Fidelity        Fidelity
                                                 VIP            VIP II             MFS
                                             High Income      Index 500         Research
                                               Division        Division         Division
                                            ------------- ----------------- ----------------
<S>                                         <C>           <C>               <C>
ASSETS
Investments at cost .......................  $1,920,397     $  88,763,029     $  8,640,649
                                             ==========     =============     ============
Investments at market value ...............  $1,757,092     $ 118,016,279     $ 10,681,214
Net premiums receivable (payable) .........      (1,234)           34,569           23,798
                                             ----------     -------------     ------------
    TOTAL NET ASSETS ......................  $1,755,858     $ 118,050,848     $ 10,705,012
                                             ==========     =============     ============
NET ASSET DISTRIBUTION
  Ensemble ................................
  Ensemble II .............................  $1,755,858     $ 118,050,848     $ 10,705,012
                                             ----------     -------------     ------------
    TOTAL NET ASSETS ......................  $1,755,858     $ 118,050,848     $ 10,705,012
                                             ==========     =============     ============
UNITS OUTSTANDING
  Ensemble ................................
  Ensemble II .............................     137,722         5,182,440          703,899
NET ASSET VALUE PER UNIT
  Ensemble ................................
  Ensemble II .............................  $   12.750     $      22.781     $     15.209

<CAPTION>

                                                   MFS          Oppenheimer      Oppenheimer      Templeton
                                                Utilities          Bond        Strategic Bond   International
                                                Division         Division         Division        Division
                                            ---------------- ---------------- ---------------- --------------
<S>                                         <C>              <C>              <C>              <C>
ASSETS
Investments at cost .......................   $ 10,400,906     $ 20,267,178      $3,031,062     $57,221,420
                                              ============     ============      ==========     ===========
Investments at market value ...............   $ 12,769,955     $ 19,430,460      $3,033,798     $68,583,089
Net premiums receivable (payable) .........          3,857            1,630         (77,951)        (38,659)
                                              ------------     ------------      ----------     -----------
    TOTAL NET ASSETS ......................   $ 12,773,812     $ 19,432,090      $2,955,847     $68,544,430
                                              ============     ============      ==========     ===========
NET ASSET DISTRIBUTION
  Ensemble ................................                    $     26,936
  Ensemble II .............................   $ 12,773,812       19,405,154      $2,955,847     $68,544,430
                                              ------------     ------------      ----------     -----------
    TOTAL NET ASSETS ......................   $ 12,773,812     $ 19,432,090      $2,955,847     $68,544,430
                                              ============     ============      ==========     ===========
UNITS OUTSTANDING
  Ensemble ................................                           1,217
  Ensemble II .............................        814,809          910,153         288,268       3,342,285
NET ASSET VALUE PER UNIT
  Ensemble ................................                    $     22.139
  Ensemble II .............................   $     15.678     $     21.322      $   10.255     $    20.510
</TABLE>

See notes to financial statements.


                                      F-19
<PAGE>

                             STATEMENT OF OPERATIONS

                             JPF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>
                                                                  JPVF
                                                              International
                                                                 Equity
                                                                Division
                                                   -----------------------------------
                                                                       Period from             JPVF World Growth Stock Division
                                                                   January 15, 1998(a)  -------------------------------------------
                                                     Year Ended            to                      Year Ended December 31,
                                                    December 31,      December 31,      -------------------------------------------
                                                        1999              1998               1999           1998            1997
                                                   -------------- --------------------  ------------- --------------- -------------
<S>                                                <C>            <C>                    <C>             <C>            <C>
Investment Income:
  Dividend income ................................  $       --          $     --         $   359,571     $2,325,200     $ 2,476,350
  Distributions of realized gains ................          --            27,704           1,324,887      7,901,423      13,293,185
                                                    ----------          --------         -----------     ----------     -----------
                                                            --            27,704           1,684,458     10,226,623      15,769,535

Expenses:
  Mortality and expense risk charge ..............     129,696            29,866           1,061,262      1,080,424       1,001,394
                                                    ----------          --------         -----------     ----------     -----------
    Net investment income (loss) .................    (129,696)           (2,162)            623,196      9,146,199      14,768,141
                                                    ----------          --------         -----------     ----------     -----------

Gain (loss) on investments:
  Net realized gain (loss) on investments ........     720,386            (1,410)          1,558,287      1,498,732       1,393,920
  Change in net unrealized gain (loss)
   on investments ................................   4,015,470           550,363          19,480,089     (8,293,399)     (2,140,961)
                                                    ----------          --------         -----------     ----------     -----------
  Net gain (loss) on investments .................   4,735,856           548,953          21,038,376     (6,794,667)       (747,041)
                                                    ----------          --------         -----------     ----------     -----------
  Increase (decrease) in
   net assets from operations ....................  $4,606,160          $546,791         $21,661,572     $2,351,532     $14,021,100
                                                    ==========          ========         ===========     ==========     ===========

<CAPTION>



                                                            JPVF Global Hard Assets Division
                                                     ----------------------------------------------
                                                                 Year Ended December 31,
                                                     ----------------------------------------------
                                                           1999           1998            1997
                                                     --------------- -------------  ---------------
<S>                                                  <C>             <C>            <C>
Investment Income:
  Dividend income .................................  $    5,738       $   72,099    $    52,180
  Distributions of realized gains .................          --               --        154,999
                                                     ----------       ----------    -----------
                                                          5,738           72,099        207,179

Expenses:
  Mortality and expense risk charge ...............      51,987           43,859         60,762
                                                     ----------       ----------    -----------
    Net investment income (loss) ..................     (46,249)          28,240        146,417
                                                     ----------       ----------    -----------

Gain (loss) on investments:
  Net realized gain (loss) on investments .........  (1,083,450)        (826,362)    (1,020,911)
  Change in net unrealized gain (loss)
   on investments .................................   1,807,479          121,013     (2,862,423)
                                                     ----------       ----------    -----------
  Net gain (loss) on investments ..................     724,029         (705,349)    (3,883,334)
                                                     ----------       ----------    -----------
  Increase (decrease) in
   net assets from operations .....................  $  677,780       $ (677,109)   $(3,736,917)
                                                     ==========       ==========    ===========

</TABLE>

(a) Commencement of operations

See notes to financial statements.


                                      F-20
<PAGE>

                      STATEMENT OF OPERATIONS--(Continued)

                             JPF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>
                                                          JPVF Emerging Growth Division
                                                   -------------------------------------------
                                                             Year Ended December 31,
                                                   -------------------------------------------
                                                         1999           1998          1997
                                                   --------------- -------------- ------------
<S>                                                <C>             <C>            <C>
Investment Income:
  Dividend income ................................   $        --    $        --    $       --
  Distributions of realized gains ................            --        562,053     2,355,925
                                                     -----------    -----------    ----------
                                                              --        562,053     2,355,925

Expenses:
  Mortality and expense risk charge ..............       821,544        549,991       341,819
                                                     -----------    -----------    ----------
    Net investment income (loss) .................      (821,544)        12,062     2,014,106
                                                     -----------    -----------    ----------

Gain on investments:
  Net realized gain on investments ...............     3,161,020      1,477,889       528,900
  Change in net unrealized gain on investments ...    59,901,442     16,294,927     3,845,746
                                                     -----------    -----------    ----------
  Net gain on investments ........................    63,062,462     17,772,816     4,374,646
                                                     -----------    -----------    ----------
    Increase in net assets from operations .......   $62,240,918    $17,784,878    $6,388,752
                                                     ===========    ===========    ==========

<CAPTION>
                                                           JPVF Capital Growth Division
                                                   --------------------------------------------
                                                             Year Ended December 31,
                                                   --------------------------------------------
                                                        1999           1998           1997
                                                   -------------- -------------- --------------
Investment Income:
<S>                                                <C>            <C>            <C>
  Dividend income ................................  $        --    $        --    $    21,278
  Distributions of realized gains ................    5,837,977      9,631,854      5,556,589
                                                    -----------    -----------    -----------
                                                      5,837,977      9,631,854      5,577,867

Expenses:
  Mortality and expense risk charge ..............    2,091,275      1,396,476        962,680
                                                    -----------    -----------    -----------
    Net investment income (loss) .................    3,746,702      8,235,378      4,615,187
                                                    -----------    -----------    -----------

Gain on investments:
  Net realized gain on investments ...............    1,944,106      2,650,023        827,249
  Change in net unrealized gain on investments ...   85,575,214     38,211,343     19,770,192
                                                    -----------    -----------    -----------
  Net gain on investments ........................   87,519,320     40,861,366     20,597,441
                                                    -----------    -----------    -----------
    Increase in net assets from operations .......  $91,266,022    $49,096,744    $25,212,628
                                                    ===========    ===========    ===========
</TABLE>
See notes to financial statements.

                                      F-21
<PAGE>


                      STATEMENT OF OPERATIONS--(Continued)

                             JPF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>

                                                                                                            JPVF
                                                                                                           Growth
                                                                                                          Division
                                                                                             -----------------------------------
                                                       JPVF Small Company Division                               Period from
                                             -----------------------------------------------                 January 20, 1998(a)
                                                         Year Ended December 31,               Year Ended            to
                                             -----------------------------------------------  December 31,      December 31,
                                                   1999            1998            1997           1999              1998
                                             --------------- ---------------- -------------- -------------- --------------------
<S>                                          <C>             <C>              <C>            <C>            <C>
Investment Income:
  Dividend income ..........................  $    102,370    $     888,637    $   377,561     $       --        $      --
  Distributions of realized gains ..........     1,905,734        7,682,840      7,681,445         36,111               --
                                              ------------    -------------    -----------     ----------        ---------
                                                 2,008,104        8,571,477      8,059,006         36,111               --

Expenses:
  Mortality and expense risk charge ........       698,842          791,529        717,430         63,641            6,809
                                              ------------    -------------    -----------     ----------        ---------
    Net investment income (loss) ...........     1,309,262        7,779,948      7,341,576        (27,530)          (6,809)
                                              ------------    -------------    -----------     ----------        ---------

Gain (loss) on investments:
  Net realized gain (loss) on investments ..    (1,289,759)         939,643      1,112,075        101,362          (46,655)
  Change in net unrealized gain (loss)
   on investments ..........................    10,478,964      (20,294,880)     7,517,633      6,934,317          231,287
                                              ------------    -------------    -----------     ----------        ---------
  Net gain (loss) on investments ...........     9,189,205      (19,355,237)     8,629,708      7,035,679          184,632
                                              ------------    -------------    -----------     ----------        ---------
    Increase (decrease) in
     net assets from operations ............  $ 10,498,467    $ (11,575,289)   $15,971,284     $7,008,149        $ 177,823
                                              ============    =============    ===========     ==========        =========
</TABLE>

(a) Commencement of operations

See notes to financial statements.


                                      F-22
<PAGE>


                      STATEMENT OF OPERATIONS--(Continued)

                             JPF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>
                                                  JPVF Growth & Income Division                 JPVF Balanced Division
                                           ------------------------------------------- ----------------------------------------
                                                     Year Ended December 31,                   Year Ended December 31,
                                           ------------------------------------------- ----------------------------------------
                                                1999          1998           1997          1999          1998          1997
                                           ------------- ------------- --------------- ------------ ------------- -------------
<S>                                          <C>           <C>           <C>             <C>          <C>           <C>
Investment Income:
  Dividend income .........................  $       --    $  404,228    $     294,059   $    6,369   $  554,007    $  547,519
  Distributions of realized gains .........     408,080            --        8,675,134      589,559    2,074,977     3,433,962
                                             ----------    ----------    -------------   ----------   ----------    ----------
                                                408,080       404,228        8,969,193      595,928    2,628,984     3,981,481

Expenses:
  Mortality and expense risk charge .......     513,429       435,459          298,852      322,184      256,295       199,545
                                             ----------    ----------    -------------   ----------   ----------    ----------
    Net investment income (loss) ..........    (105,349)      (31,231)       8,670,341      273,744    2,372,689     3,781,936
                                             ----------    ----------    -------------   ----------   ----------    ----------

Gain (loss) on investments:
  Net realized gain (loss) on investments .   1,036,064       781,929          763,718      250,283      111,626       125,127
  Change in net unrealized gain (loss)
   on investments .........................   1,596,857     4,120,409       (1,791,862)   6,776,884    1,976,202      (829,904)
                                             ----------    ----------    -------------   ----------   ----------    ----------
  Net gain (loss) on investments ..........   2,632,921     4,902,338       (1,028,144)   7,027,167    2,087,828      (704,777)
                                             ----------    ----------    -------------   ----------   ----------    ----------
    Increase (decrease) in
     net assets from operations ...........  $2,527,572    $4,871,107    $   7,642,197   $7,300,911   $4,460,517    $3,077,159
                                             ==========    ==========    =============   ==========   ==========    ==========

<CAPTION>
                                                       JPVF High Yield
                                                           Division
                                              ----------------------------------
                                                                 Period from
                                                              January 8, 1998(a)
                                                Year Ended            to
                                               December 31,      December 31,
                                                   1999              1998
                                              -------------- -------------------
<S>                                            <C>            <C>
Investment Income:
  Dividend income .........................    $   434,055       $  296,661
  Distributions of realized gains .........             --               --
                                               -----------       ----------
                                                   434,055          296,661

Expenses:
  Mortality and expense risk charge .......         55,669           32,443
                                               -----------       ----------
    Net investment income (loss) ..........        378,386          264,218
                                               -----------       ----------

Gain (loss) on investments:
  Net realized gain (loss) on investments .        (40,844)         (77,480)
  Change in net unrealized gain (loss)
   on investments .........................       (124,383)        (287,866)
                                               -----------       ----------
  Net gain (loss) on investments ..........       (165,227)        (365,346)
                                               -----------       ----------
    Increase (decrease) in
     net assets from operations ...........    $   213,159       $ (101,128)
                                               ===========       ==========
</TABLE>

(a) Commencement of operations

See notes to financial statements.


                                      F-23
<PAGE>


                      STATEMENT OF OPERATIONS--(Continued)

                             JPF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>
                                                    JPVF Money Market Division         Fidelity VIP II Contrafund Division
                                               ------------------------------------- ----------------------------------------
                                                      Year Ended December 31,                Year Ended December 31,
                                               ------------------------------------- ----------------------------------------
                                                    1999         1998        1997         1999          1998         1997
                                               ------------- ----------- ----------- ------------- ------------- ------------
<S>                                            <C>           <C>         <C>         <C>           <C>           <C>
Investment Income:
  Dividend income ............................  $        --   $507,941    $ 425,055   $   215,838   $  141,812    $   53,570
  Distributions of realized gains ............           --         --           --     1,582,814    1,043,329       141,577
                                                -----------   --------    ---------   -----------   ----------    ----------
                                                         --    507,941      425,055     1,798,652    1,185,141       195,147

Expenses:
  Mortality and expense risk charge ..........      177,261    111,692       90,263       461,629      246,378       112,772
                                                -----------   --------    ---------   -----------   ----------    ----------
    Net investment income (loss) .............     (177,261)   396,249      334,792     1,337,023      938,763        82,375
                                                -----------   --------    ---------   -----------   ----------    ----------

Gain (loss) on investments:
  Net realized gain (loss) on investments.....      142,086     53,452       61,042     1,161,891      381,646       143,362
  Change in net unrealized gain (loss)
   on investments ............................      740,327     20,157      (11,529)    9,007,322    6,265,813     1,928,296
                                                -----------   --------    ---------   -----------   ----------    ----------
  Net gain (loss) on investments .............      882,413     73,609       49,513    10,169,213    6,647,459     2,071,658
                                                -----------   --------    ---------   -----------   ----------    ----------
    Increase in net assets
     from operations .........................  $   705,152   $469,858    $ 384,305   $11,506,236   $7,586,222    $2,154,033
                                                ===========   ========    =========   ===========   ==========    ==========

<CAPTION>

                                                            Fidelity
                                                       VIP Equity Income
                                                            Division
                                               ----------------------------------
                                                                  Period from
                                                               January 8, 1998(a)
                                                 Year Ended            to
                                                December 31,      December 31,
                                                    1999              1998
                                               -------------- -------------------
<S>                                            <C>            <C>
Investment Income:
  Dividend income ............................  $    69,348       $     8,570
  Distributions of realized gains ............      153,295            30,500
                                                -----------       -----------
                                                    222,643            39,070

Expenses:
  Mortality and expense risk charge ..........       67,673            38,308
                                                -----------       -----------
    Net investment income (loss) .............      154,970               762
                                                -----------       -----------

Gain (loss) on investments:
  Net realized gain (loss) on investments.....       85,743          (114,816)
  Change in net unrealized gain (loss)
   on investments ............................     (139,539)          192,755
                                                -----------       -----------
  Net gain (loss) on investments .............      (53,796)           77,939
                                                -----------       -----------
    Increase in net assets
     from operations .........................  $   101,174       $    78,701
                                                ===========       ===========
</TABLE>

(a) Commencement of operations.

See notes to financial statements.

                                      F-24
<PAGE>


                      STATEMENT OF OPERATIONS--(Continued)

                             JPF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>
                                                        Fidelity
                                                       VIP Growth
                                                        Division
                                           ----------------------------------
                                                              Period from        Fidelity VIP High Income Division
                                                           January 8, 1998(a) ---------------------------------------
                                             Year Ended            to                 Year Ended December 31,
                                            December 31,      December 31,    ---------------------------------------
                                                1999              1998             1999          1998         1997
                                           -------------- ------------------- ------------- ------------- -----------
<S>                                        <C>            <C>                 <C>           <C>           <C>
Investment Income:
  Dividend income ........................   $   17,820       $      141       $   224,955   $  398,490    $248,474
  Distributions of realized gains ........    1,120,427            3,709             8,409      253,207      30,711
                                             ----------       ----------       -----------   ----------    --------
                                              1,138,247            3,850           233,364      651,697     279,185

Expenses:
  Mortality and expense risk charge ......      233,111           18,771            19,003       35,359      45,794
                                             ----------       ----------       -----------   ----------    --------
    Net investment income (loss) .........      905,136          (14,921)          214,361      616,338     233,391
                                             ----------       ----------       -----------   ----------    --------

Gain (loss) on investments:
  Net realized gain (loss) on investments.       59,375          (10,197)         (120,010)      97,475      71,464
  Change in net unrealized gain (loss)
   on investments ........................    8,178,073        1,136,063            63,150     (784,352)    451,237
                                             ----------       ----------       -----------   ----------    --------
  Net gain (loss) on investments .........    8,237,448        1,125,866           (56,860)    (686,877)    522,701
                                             ----------       ----------       -----------   ----------    --------
    Increase (decrease) in net assets
     from operations .....................   $9,142,584       $1,110,945       $   157,501   $  (70,539)   $756,092
                                             ==========       ==========       ===========   ==========    ========

<CAPTION>
                                               Fidelity VIP II Index 500 Division
                                           ------------------------------------------
                                                     Year Ended December 31,
                                           ------------------------------------------
                                                1999          1998          1997
                                           ------------- ------------- -------------
<S>                                         <C>           <C>           <C>
Investment Income:
  Dividend income ........................  $   781,774   $   371,052   $  101,288
  Distributions of realized gains ........      530,490       859,422      205,527
                                            -----------   -----------   ----------
                                              1,312,264     1,230,474      306,815

Expenses:
  Mortality and expense risk charge ......      887,561       431,588      164,470
                                            -----------   -----------   ----------
    Net investment income (loss) .........      424,703       798,886      142,345
                                            -----------   -----------   ----------

Gain (loss) on investments:
  Net realized gain (loss) on investments.    3,073,138       551,714      435,364
  Change in net unrealized gain (loss)
   on investments ........................   14,391,208    10,456,961    3,844,079
                                            -----------   -----------   ----------
  Net gain (loss) on investments .........   17,464,346    11,008,675    4,279,443
                                            -----------   -----------   ----------
    Increase (decrease) in net assets
     from operations .....................  $17,889,049   $11,807,561   $4,421,788
                                            ===========   ===========   ==========
</TABLE>

(a) Commencement of operations

See notes to financial statements.


                                      F-25
<PAGE>


                      STATEMENT OF OPERATIONS--(Continued)

                             JPF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>
                                                               MFS Research                        MFS Utilities
                                                                 Division                            Division
                                                    ----------------------------------- -----------------------------------
                                                                        Period from                         Period from
                                                                    January 8, 1998(a)                  January 12, 1998(a)
                                                      Year Ended            to            Year Ended            to
                                                     December 31,      December 31,      December 31,      December 31,
                                                         1999              1998              1999              1998
                                                    -------------- -------------------- -------------- --------------------
<S>                                                 <C>            <C>                  <C>            <C>
Investment Income:
  Dividend income .................................   $   13,020       $     3,768        $   60,485         $ 13,390
  Distributions of realized gains .................       68,803            49,416           304,120           60,878
                                                      ----------       -----------        ----------         --------
                                                          81,823            53,184           364,605           74,268

Expenses:
  Mortality and expense risk charge ...............       65,517            22,916            68,471           17,630
                                                      ----------       -----------        ----------         --------
    Net investment income .........................       16,306            30,268           296,134           56,638
                                                      ----------       -----------        ----------         --------

Gain (loss) on investments:
  Net realized gain (loss) on investments .........      107,800          (192,250)          154,941           38,000
  Change in net unrealized gain (loss)
   on investments .................................    1,704,948           335,616         2,096,308          272,742
                                                      ----------       -----------        ----------         --------
  Net gain (loss) on investments ..................    1,812,748           143,366         2,251,249          310,742
                                                      ----------       -----------        ----------         --------
    Increase (decrease) in net assets
     from Operations ..............................   $1,829,054       $   173,634        $2,547,383         $367,380
                                                      ==========       ===========        ==========         ========

<CAPTION>

                                                            Oppenheimer Bond Division
                                                    ----------------------------------------
                                                             Year Ended December 31,
                                                    ----------------------------------------
                                                          1999          1998        1997
                                                    --------------- ----------- -----------
<S>                                                 <C>             <C>         <C>
Investment Income:
  Dividend income .................................  $     861,797   $229,399    $754,014
  Distributions of realized gains .................         82,763    207,606      12,303
                                                     -------------   --------    --------
                                                           944,560    437,005     766,317

Expenses:
  Mortality and expense risk charge ...............        173,390    145,903     114,725
                                                     -------------   --------    --------
    Net investment income .........................        771,170    291,102     651,592
                                                     -------------   --------    --------

Gain (loss) on investments:
  Net realized gain (loss) on investments .........       (134,605)   296,390      31,843
  Change in net unrealized gain (loss)
   on investments .................................     (1,114,314)   247,987     235,133
                                                     -------------   --------    --------
  Net gain (loss) on investments ..................     (1,248,919)   544,377     266,976
                                                     -------------   --------    --------
    Increase (decrease) in net assets
     from Operations ..............................  $    (477,749)  $835,479    $918,568
                                                     =============   ========    ========
</TABLE>

(a) Commencement of operations

See notes to financial statements.


                                      F-26
<PAGE>


                      STATEMENT OF OPERATIONS--(Continued)

                             JPF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>
                                                            Oppenheimer
                                                          Strategic Bond
                                                             Division
                                                -----------------------------------
                                                                    Period from          Templeton International Division
                                                                January 12, 1998(a) ------------------------------------------
                                                  Year Ended            to                    Year Ended December 31,
                                                 December 31,      December 31,     ------------------------------------------
                                                     1999              1998              1999          1998          1997
                                                -------------- -------------------- ------------- ------------- -------------
<S>                                             <C>            <C>                  <C>           <C>           <C>
Investment Income:
  Dividend income .............................   $ 109,302          $  5,696        $ 1,540,020   $1,024,661    $  678,464
  Distributions of realized gains .............          --             3,670          5,349,542    1,831,974       272,716
                                                  ---------          --------        -----------   ----------    ----------
                                                    109,302             9,366          6,889,562    2,856,635       951,180
Expenses:
  Mortality and expense risk charge ...........      20,608             8,104            529,156      429,430       301,799
                                                  ---------          --------        -----------   ----------    ----------
    Net investment income .....................      88,694             1,262          6,360,406    2,427,205       649,381
                                                  ---------          --------        -----------   ----------    ----------
Gain (loss) on investments:
  Net realized gain (loss) on investments .....     (19,086)           (2,048)           338,691      776,195       828,887
  Change in net unrealized gain (loss)
    on investments ............................     (22,018)           24,753          5,803,054      295,855     2,126,633
                                                  ---------          --------        -----------   ----------    ----------
  Net gain (loss) on investments ..............     (41,104)           22,705          6,141,745    1,072,050     2,955,520
                                                  ---------          --------        -----------   ----------    ----------
    Increase in net assets
     from operations ..........................   $  47,590          $ 23,967        $12,502,151   $3,499,255    $3,604,901
                                                  =========          ========        ===========   ==========    ==========
</TABLE>

(a) Commencement of operations

See notes to financial statements.

                                      F-27
<PAGE>

                       STATEMENT OF CHANGES IN NET ASSETS

                             JPF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>
                                                            JPVF
                                                        International
                                                           Equity
                                                          Division
                                             -----------------------------------           JPVF World Growth Stock Division
                                                                 Period from      -------------------------------------------------
                                               Year Ended    January 15, 1998(a)               Year Ended December 31,
                                              December 31,           to           -------------------------------------------------
                                                  1999        December 31, 1998         1999             1998            1997
                                             -------------- --------------------  ---------------- --------------- ----------------
<S>                                          <C>            <C>                   <C>              <C>             <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
 Net investment income (loss) ..............  $   (129,696)      $   (2,162)       $     623,196   $  9,146,199      $ 14,768,141
 Net realized gain (loss) on investments ...       720,386           (1,410)           1,558,287      1,498,732         1,393,920
 Change in net unrealized gain (loss)
  on investments ...........................     4,015,470          550,363           19,480,089     (8,293,399)       (2,140,961)
                                              ------------       ----------        -------------   ------------      ------------
Increase (decrease) in net assets from
 operations ................................     4,606,160          546,791           21,661,572      2,351,532        14,021,100
Contractholder transactions--Note F:
 Transfers of net premiums .................     3,996,999        1,201,519           16,845,423     19,624,937        20,387,148
 Transfers from/to General Account
  and within Separate Account, net .........     5,710,860        6,623,800          (19,163,711)   (12,458,969)       (4,647,630)
 Transfers of cost of insurance ............    (1,006,092)        (238,990)          (7,185,745)    (7,802,232)       (7,901,778)
 Transfers on account of death .............        (1,803)         (12,068)            (284,192)      (329,223)         (143,565)
 Transfers on account of other                                                                --
  terminations .............................       (22,117)          16,339           (1,514,073)    (2,164,208)       (2,830,872)
                                              ------------       ----------        -------------   ------------      ------------
Net increase (decrease) in net assets
 derived from contractholder transactions ..     8,677,847        7,590,600          (11,302,298)    (3,129,695)        4,863,303
Net increase (decrease) in net assets ......    13,284,007        8,137,391           10,359,274       (778,163)       18,884,403
                                              ------------       ----------        -------------   ------------      ------------
Balance at beginning of year ...............     8,137,391               --          117,198,547    117,976,710        99,092,307
                                              ------------       ----------        -------------   ------------      ------------
Balance at end of year .....................  $ 21,421,398       $8,137,391        $ 127,557,821   $117,198,547      $117,976,710
                                              ============       ==========        =============   ============      ============

<CAPTION>





                                                             JPVF Global Hard Assets Division
                                                     ----------------------------------------------
                                                                Year Ended December 31,
                                                     ---------------- ------------- ---------------
                                                           1999            1998           1997
                                                     ---------------  ------------- ---------------
<S>                                                  <C>              <C>           <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
 Net investment income (loss) .....................   $     (46,249)   $   28,240    $     146,417
 Net realized gain (loss) on investments ..........      (1,083,450)     (826,362)      (1,020,911)
 Change in net unrealized gain (loss)
  on investments ..................................       1,807,479       121,013       (2,862,423)
                                                      -------------    ----------    -------------
Increase (decrease) in net assets from
 operations .......................................         677,780      (677,109)      (3,736,917)
Contractholder transactions--Note F:
 Transfers of net premiums ........................       1,235,187     1,192,112        1,487,487
 Transfers from/to General Account
  and within Separate Account, net ................        (275,408)     (854,463)         594,080
 Transfers of cost of insurance ...................        (460,243)     (412,766)        (522,160)
 Transfers on account of death ....................          (5,186)       (4,158)          (5,118)
 Transfers on account of other
  terminations ....................................         (80,350)     (113,411)        (297,357)
                                                      -------------    ----------    -------------
Net increase (decrease) in net assets
 derived from contractholder transactions .........         414,000      (192,686)       1,256,932
Net increase (decrease) in net assets .............       1,091,780      (869,795)      (2,479,985)
                                                      -------------    ----------    -------------
Balance at beginning of year ......................       4,403,609     5,273,404        7,753,389
                                                      -------------    ----------    -------------
Balance at end of year ............................   $   5,495,389    $4,403,609    $   5,273,404
                                                      =============    ==========    =============
</TABLE>

(a) Commencement of operations

See notes to financial statements.


                                      F-28
<PAGE>

                STATEMENT OF CHANGES IN NET ASSETS--(Continued)

                             JPF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>
                                                   JPVF Emerging Growth Division                JPVF Capital Growth Division
                                             -----------------------------------------   -------------------------------------------
                                                       Year Ended December 31,                     Year Ended December 31,
                                             -----------------------------------------   -------------------------------------------
                                                   1999          1998         1997           1999           1998           1997
                                              ------------   -----------   -----------   ------------   ------------   ------------
<S>                                           <C>            <C>           <C>          <C>            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
 Net investment income (loss) ..............  $   (821,544)  $    12,062   $ 2,014,106  $  3,746,702   $  8,235,378   $  4,615,187
 Net realized gain (loss)
  on investments ...........................     3,161,020     1,477,889       528,900     1,944,106      2,650,023        827,249
 Change in net unrealized gain (loss)
  on investments ...........................    59,901,442    16,294,927     3,845,746    85,575,214     38,211,343     19,770,192
                                              ------------   -----------   -----------  ------------   ------------   ------------
Increase (decrease) in net assets from
 operations ................................    62,240,918    17,784,878     6,388,752    91,266,022     49,096,744     25,212,628
Contractholder transactions--Note F:
 Transfers of net premiums .................    17,827,633    15,940,085    12,081,437    36,826,017     29,497,989     23,605,444
 Transfers from/to General Account
  and within Separate Account, net .........    (2,063,189)      893,513     7,761,806    11,080,254        358,425      2,703,509
 Transfers of cost of insurance ............    (5,826,562)   (4,518,851)   (3,150,610)  (13,445,085)   (10,254,190)    (7,961,359)
 Transfers on account of death .............      (165,890)      (55,398)      (29,914)     (341,019)      (314,463)      (104,089)
 Transfers on account of other
  terminations .............................      (732,498)     (634,670)     (617,379)   (2,211,653)    (2,015,250)    (2,348,433)
                                              ------------   -----------   -----------  ------------   ------------   ------------
Net increase (decrease) in net assets
 derived from contractholder transactions ..     9,039,494    11,624,679    16,045,340    31,908,514     17,272,511     15,895,072
Net increase (decrease) in net assets ......    71,280,412    29,409,557    22,434,092   123,174,536     66,369,255     41,107,700
                                              ------------   -----------   -----------  ------------   ------------   ------------
Balance at beginning of year ...............    78,902,113    49,492,556    27,058,464   190,144,825    123,775,570     82,667,870
                                              ------------   -----------   -----------  ------------   ------------   ------------
Balance at end of year .....................  $150,182,525   $78,902,113   $49,492,556  $313,319,361   $190,144,825   $123,775,570
                                              ============   ===========   ===========  ============   ============   ============


<CAPTION>

                                                         JPVF Small Company Division
                                             ------------------------------------------------
                                                            Year Ended December 31,
                                             ------------------------------------------------
                                                   1999            1998             1997
                                             -------------------------------- ---------------
<S>                                          <C>             <C>              <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
 Net investment income (loss) ..............  $    1,309,262  $    7,779,948   $  7,341,576
 Net realized gain (loss)
  on investments ...........................      (1,289,759)        939,643      1,112,075
 Change in net unrealized gain (loss)
  on investments ...........................      10,478,964     (20,294,880)     7,517,633
                                              --------------  --------------   ------------
Increase (decrease) in net assets from
 operations ................................      10,498,467     (11,575,289)    15,971,284
Contractholder transactions--Note F:
 Transfers of net premiums .................      13,211,682      15,832,378     15,002,595
 Transfers from/to General Account
  and within Separate Account, net .........     (11,233,252)     (1,321,696)    (3,643,068)
 Transfers of cost of insurance ............      (5,181,027)     (6,129,383)    (5,977,445)
 Transfers on account of death .............        (207,494)       (182,629)      (138,279)
 Transfers on account of other
  terminations .............................        (940,537)     (1,303,312)    (2,043,613)
                                              --------------  --------------   ------------
Net increase (decrease) in net assets
 derived from contractholder transactions ..      (4,350,628)      6,895,358      3,200,190
Net increase (decrease) in net assets ......       6,147,839      (4,679,931)    19,171,474
                                              --------------  --------------   ------------
Balance at beginning of year ...............      84,528,832      89,208,763     70,037,289
                                              --------------  --------------   ------------
Balance at end of year .....................  $   90,676,671  $   84,528,832   $ 89,208,763
                                              ==============  ==============   ============
</TABLE>

(a) Commencement of operations.

See notes to financial statements.

                                      F-29
<PAGE>

                STATEMENT OF CHANGES IN NET ASSETS--(Continued)


                             JPF SEPARATE ACCOUNT A




<TABLE>
<CAPTION>
                                                            JPVF
                                                           Growth
                                                          Division
                                             -----------------------------------
                                                                 Period from           JPVF World Growth & Income Division
                                                             January 20, 1998(a)  ----------------------------------------------
                                               Year Ended            to                      Year Ended December 31,
                                              December 31,      December 31,      ----------------------------------------------
                                                  1999              1998               1999            1998            1997
                                             -------------- --------------------  -------------- --------------- ---------------
<S>                                          <C>            <C>                   <C>            <C>             <C>
INCREASE IN NET ASSETS
Operations:
 Net investment income (loss) ..............  $   (27,530)       $   (6,809)       $   (105,349)  $    (31,231)   $  8,670,341
 Net realized gain (loss) on investments ...      101,362           (46,655)          1,036,064        781,929         763,718
 Change in net unrealized gain (loss)
  on investments ...........................    6,934,317           231,287           1,596,857      4,120,409      (1,791,862)
                                              -----------        ----------        ------------   ------------    ------------
Increase in net assets from operations .....    7,008,149           177,823           2,527,572      4,871,107       7,642,197
Contractholder transactions--Note F:
 Transfers of net premiums .................    2,139,922           509,810
 Transfers from/to General Account                                                   10,779,535     10,756,077       8,132,090
  and within Separate Account, net .........   11,691,084         1,036,375
 Transfers of cost of insurance ............     (554,122)          (70,647)         (2,106,086)    (1,037,359)      5,643,742
 Transfers on account of death .............         (857)               --          (3,899,334)    (3,696,570)     (2,745,042)
 Transfers on account of other                                                         (104,919)       (92,605)        (45,431)
  terminations..............................      (35,596)            2,676
                                              -----------        ----------            (534,017)      (591,078)       (658,736)
Net increase in net assets derived                                                 ------------   ------------    ------------
 from contractholder transactions ..........   13,240,431         1,478,214
Net increase in net assets .................   20,248,580         1,656,037           4,135,179      5,338,465      10,326,623
                                              -----------        ----------           6,662,751     10,209,572      17,968,820
Balance at beginning of year ...............    1,656,037                --        ------------   ------------    ------------
                                              -----------        ----------          52,465,633     42,256,061      24,287,241
Balance at end of year .....................  $21,904,617        $1,656,037        ------------   ------------    ------------
                                              ===========        ==========        $ 59,128,384   $ 52,465,633    $ 42,256,061
                                                                                   ============   ============    ============
<CAPTION>
                                                         JPVF Balanced Division
                                             ----------------------------------------------
                                                         Year Ended December 31,
                                             ----------------------------------------------
                                                   1999            1998            1997
                                             --------------- --------------- --------------
<S>                                          <C>             <C>             <C>
INCREASE IN NET ASSETS
Operations:
 Net investment income (loss) .............   $    273,744    $  2,372,689    $  3,781,936
 Net realized gain (loss) on investments ..        250,283         111,626         125,127
 Change in net unrealized gain (loss)
  on investments ..........................      6,776,884       1,976,202        (829,904)
                                              ------------    ------------    ------------
Increase in net assets from operations ....      7,300,911       4,460,517       3,077,159

Contractholder transactions--Note F:
 Transfers of net premiums ................      5,826,918       5,092,290       4,506,381
 Transfers from/to General Account
  and within Separate Account, net ........       (749,285)        631,049        (154,536)
 Transfers of cost of insurance ...........     (2,143,582)     (1,897,240)     (1,580,912)
 Transfers on account of death ............        (33,556)       (107,286)        (32,682)
 Transfers on account of other
  terminations.............................       (372,514)       (477,084)       (480,806)
                                              ------------    ------------    ------------
Net increase in net assets derived
 from contractholder transactions .........      2,527,981       3,241,729       2,257,445
Net increase in net assets ................      9,828,892       7,702,246       5,334,604
                                              ------------    ------------    ------------
Balance at beginning of year ..............     32,522,371      24,820,125      19,485,521
                                              ------------    ------------    ------------
Balance at end of year ....................   $ 42,351,263    $ 32,522,371    $ 24,820,125
                                              ============    ============    ============
</TABLE>

See notes to financial statements.

                                      F-30
<PAGE>

                STATEMENT OF CHANGES IN NET ASSETS--(Continued)

                             JPF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>
                                                                JPVF
                                                          High Yield Bond
                                                              Division
                                                 ----------------------------------                       JPVF
                                                                    Period from                  Money Market Division
                                                                 January 8, 1998(a)  ----------------------------------------------
                                                   Year Ended            to                     Year Ended December 31,
                                                  December 31,      December 31,     ----------------------------------------------
                                                      1999              1998              1999            1998            1997
                                                 -------------- -------------------  -------------- --------------- ---------------
<S>                                              <C>            <C>                  <C>            <C>             <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
 Net investment income (loss) ..................   $  378,386       $  264,218        $   (177,261)   $   396,249    $     334,792
 Net realized gain (loss) on investments .......      (40,844)         (77,480)            142,086         53,452           61,042
 Change in net unrealized gain (loss)
  on investments ...............................     (124,383)        (287,866)            740,327         20,157          (11,529)
                                                   ----------       ----------        ------------    -----------    -------------
Increase (decrease) in net assets from
 operations ....................................      213,159         (101,128)            705,152        469,858          384,305

Contractholder transactions--Note F:
 Transfers of net premiums .....................    1,611,508          599,541           7,019,291      4,544,085        4,688,133
 Transfers from/to General Account
  and within Separate Account, net .............     (711,546)       4,764,419           2,287,638      2,798,249       (2,751,900)
 Transfers of cost of insurance ................     (376,460)        (255,751)         (1,446,885)      (915,629)        (782,134)
 Transfers on account of death .................         (342)              --              (7,579)          (578)          (6,947)
 Transfers on account of other
  terminations .................................       (2,318)         (23,575)           (190,803)      (302,128)        (592,016)
                                                   ----------       ----------        ------------    -----------    -------------
Net increase in net assets derived
 from contractholder transactions ..............      520,842        5,084,634           7,661,662      6,123,999          555,136
Net increase in net assets .....................      734,001        4,983,506           8,366,814      6,593,857          939,441
                                                   ----------       ----------        ------------    -----------    -------------
Balance at beginning of year ...................    4,983,506               --          15,544,453      8,950,596        8,011,155
                                                   ----------       ----------        ------------    -----------    -------------
Balance at end of year .........................   $5,717,507       $4,983,506        $ 23,911,267    $15,544,453    $   8,950,596
                                                   ==========       ==========        ============    ===========    =============

<CAPTION>



                                                        Fidelity VIP II Contrafund Division
                                                  ----------------------------------------------
                                                              Year Ended December 31,
                                                  -----------------------------------------------
                                                        1999            1998            1997
                                                  --------------- --------------- ---------------
<S>                                               <C>             <C>             <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
 Net investment income (loss) ..................   $  1,337,023    $    938,763    $     82,375
 Net realized gain (loss) on investments .......      1,161,891         381,646         143,362
 Change in net unrealized gain (loss)
  on investments ...............................      9,007,322       6,265,813       1,928,296
                                                   ------------    ------------    ------------
Increase (decrease) in net assets from
 operations ....................................     11,506,236       7,586,222       2,154,033

Contractholder transactions--Note F:
 Transfers of net premiums .....................     12,582,864       9,182,744       4,532,969
 Transfers from/to General Account
  and within Separate Account, net .............      3,316,146       8,458,498       8,789,832
 Transfers of cost of insurance ................     (3,837,642)     (2,365,397)     (1,101,248)
 Transfers on account of death .................        (52,782)        (42,331)         (1,382)
 Transfers on account of other
  terminations .................................       (255,359)       (262,093)       (153,334)
                                                   ------------    ------------    ------------
Net increase in net assets derived
 from contractholder transactions ..............     11,753,227      14,971,421      12,066,837
Net increase in net assets .....................     23,259,463      22,557,643      14,220,870
                                                   ------------    ------------    ------------
Balance at beginning of year ...................     41,741,038      19,183,395       4,962,525
                                                   ------------    ------------    ------------
Balance at end of year .........................   $ 65,000,501    $ 41,741,038    $ 19,183,395
                                                   ============    ============    ============
</TABLE>

(a) Commencement of operations.

See notes to financial statements.


                                      F-31
<PAGE>

                STATEMENT OF CHANGES IN NET ASSETS--(Continued)

                             JPF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>
                                                               Fidelity                            Fidelity
                                                           VIP Equity Income                      VIP Growth
                                                               Division                            Division
                                                  ----------------------------------- ----------------------------------
                                                                      Period from                        Period from
                                                                  January 8, 1998(a)                  January 8, 1998(a)
                                                    Year Ended            to            Year Ended            to
                                                   December 31,      December 31,      December 31,      December 31,
                                                       1999              1998              1999              1998
                                                  -------------- -------------------- -------------- -------------------
<S>                                               <C>            <C>                  <C>            <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
 Net investment income (loss) ...................   $  154,970        $      762       $    905,136      $  (14,921)
 Net realized gain (loss) on investments ........       85,743          (114,816)            59,375         (10,197)
 Change in net unrealized gain
  on investments ................................     (139,539)          192,755          8,178,073       1,136,063
                                                    ----------        ----------       ------------      ----------
Increase (decrease) in net assets from
 operations .....................................      101,174            78,701          9,142,584       1,110,945

Contractholder transactions--Note F:
 Transfers of net premiums ......................    3,054,942         1,459,008          7,194,482         925,584
 Transfers from/to General Account
  and within Separate Account, net ..............    3,139,659         2,814,317         23,690,440       5,643,806
 Transfers of cost of insurance .................     (699,983)         (305,514)        (1,881,297)       (177,953)
 Transfers on account of death ..................           --                --             (4,024)             --
 Transfers on account of other
  terminations ..................................      (34,625)           (1,001)          (161,248)        (35,344)
Net increase (decrease) in net assets derived
 from contractholder transactions ...............    5,459,993         3,966,810         28,838,353       6,356,093
Net increase (decrease) in net assets ...........    5,561,167         4,045,511         37,980,937       7,467,038
                                                    ----------        ----------       ------------      ----------
Balance at beginning of year ....................    4,045,511                --          7,467,038              --
                                                    ----------        ----------       ------------      ----------
Balance at end of year ..........................   $9,606,678        $4,045,511       $ 45,447,975      $7,467,038
                                                    ==========        ==========       ============      ==========

<CAPTION>
                                                        Fidelity VIP High Income Division
                                                  --------------------------------------------
                                                             Year Ended December 31,
                                                  --------------------------------------------
                                                       1999           1998           1997
                                                  ------------- --------------- -------------
<S>                                               <C>           <C>             <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
 Net investment income (loss) ...................  $  214,361    $     616,338   $  233,391
 Net realized gain (loss) on investments ........    (120,010)          97,475       71,464
 Change in net unrealized gain
  on investments ................................      63,150         (784,352)     451,237
                                                   ----------    -------------   ----------
Increase (decrease) in net assets from
 operations .....................................     157,501          (70,539)     756,092

Contractholder transactions--Note F:
 Transfers of net premiums ......................       4,917           82,028    1,344,308
 Transfers from/to General Account
  and within Separate Account, net ..............    (837,892)      (4,577,188)   3,119,835
 Transfers of cost of insurance .................    (102,685)        (264,842)    (362,364)
 Transfers on account of death ..................         (11)            (219)      (3,474)
 Transfers on account of other
  terminations ..................................      (8,950)        (126,841)    (173,019)
Net increase (decrease) in net assets derived
 from contractholder transactions ...............    (944,621)      (4,887,062)   3,925,286
Net increase (decrease) in net assets ...........    (787,120)      (4,957,601)   4,681,378
                                                   ----------    -------------   ----------
Balance at beginning of year ....................   2,542,978        7,500,579    2,819,201
                                                   ----------    -------------   ----------
Balance at end of year ..........................  $1,755,858    $   2,542,978   $7,500,579
                                                   ==========    =============   ==========
</TABLE>

(a) Commencement of operations.

See notes to financial statements.

                                      F-32
<PAGE>

                STATEMENT OF CHANGES IN NET ASSETS--(Continued)

                             JPF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>
                                                                                                        MFS Research
                                                                                                          Division
                                                                                             -----------------------------------
                                                   Fidelity VIP II Index 500 Division                            Period from
                                             -----------------------------------------------                 January 8, 1998(a)
                                                         Year Ended December 31,               Year Ended            to
                                             -----------------------------------------------  December 31,      December 31,
                                                   1999            1998            1997           1999              1998
                                             --------------- --------------- --------------- -------------- --------------------
<S>                                          <C>             <C>             <C>             <C>            <C>
INCREASE IN NET ASSETS
Operations:
 Net investment income .....................  $    424,703   $   798,886     $   142,345      $    16,306        $   30,268
 Net realized gain (loss)
  on investments ...........................     3,073,138       551,714         435,364          107,800          (192,250)
 Change in net unrealized gain
  on investments ...........................    14,391,208    10,456,961       3,844,079        1,704,948           335,616
                                              ------------   -----------     -----------      -----------        ----------
Increase (decrease) in net assets from
 operations ................................    17,889,049    11,807,561       4,421,788        1,829,054           173,634

Contractholder transactions--Note F:
 Transfers of net premiums .................    26,012,390    14,424,002       5,355,400        2,385,029         1,035,071
 Transfers from/to General Account
  and within Separate Account, net .........     9,053,639    22,523,380      13,090,735        2,897,902         3,239,091
 Transfers of cost of insurance ............    (7,515,597)   (3,847,370)     (1,230,424)        (629,066)         (193,228)
 Transfers on account of death .............      (157,655)      (63,585)        (41,017)          (1,372)          (12,135)
 Transfers on account of other
  terminations .............................      (668,878)     (380,850)       (149,305)         (19,098)              130
Net increase in net assets derived from
 contractholder transactions ...............    26,723,899    32,655,577      17,025,389        4,633,395         4,068,929
Net increase in net assets .................    44,612,948    44,463,138      21,447,177        6,462,449         4,242,563
                                              ------------   -----------     -----------      -----------        ----------
Balance at beginning of year ...............    73,437,900    28,974,762       7,527,585        4,242,563                --
                                              ------------   -----------     -----------      -----------        ----------
Balance at end of year .....................  $118,050,848   $73,437,900     $28,974,762      $10,705,012        $4,242,563
                                              ============   ===========     ===========      ===========        ==========




<CAPTION>
                                                        MFS Utilities
                                                          Division
                                             -----------------------------------
                                                                 Period from                Oppenheimer Bond Division
                                                             January 12, 1998(a) -----------------------------------------------
                                               Year Ended            to                     Year Ended December 31,
                                              December 31,      December 31,     -----------------------------------------------
                                                  1999              1998               1999            1998            1997
                                             -------------- -------------------- --------------- --------------- ---------------
<S>                                          <C>            <C>                  <C>             <C>             <C>
INCREASE IN NET ASSETS
Operations:
 Net investment income .....................  $   296,134        $   56,638      $   771,170     $   291,102      $   651,592
 Net realized gain (loss)
  on investments ...........................      154,941            38,000         (134,605)        296,390           31,843
 Change in net unrealized gain
  on investments ...........................    2,096,308           272,742       (1,114,314)        247,987          235,133
                                              -----------        ----------      -----------     -----------      -----------
Increase (decrease) in net assets from
 operations ................................    2,547,383           367,380         (477,749)        835,479          918,568

Contractholder transactions--Note F:
 Transfers of net premiums .................    1,869,430           730,856        3,187,323       3,736,503        2,691,506
 Transfers from/to General Account
  and within Separate Account, net .........    4,892,184         3,166,986          146,154         595,445         (394,592)
 Transfers of cost of insurance ............     (641,737)         (145,371)      (1,282,193)     (1,076,884)        (918,928)
 Transfers on account of death .............       (6,552)               --          (54,423)        (43,142)         (65,768)
 Transfers on account of other
  terminations .............................      (37,493)           30,746         (143,229)       (227,487)        (384,107)
Net increase in net assets derived from
 contractholder transactions ...............    6,075,832         3,783,217        1,853,632       2,984,435          928,111
Net increase in net assets .................    8,623,215         4,150,597        1,375,883       3,819,914        1,846,679
                                              -----------        ----------      -----------     -----------      -----------
Balance at beginning of year ...............    4,150,597                --       18,056,207      14,236,293       12,389,614
                                              -----------        ----------      -----------     -----------      -----------
Balance at end of year .....................  $12,773,812        $4,150,597      $19,432,090     $18,056,207      $14,236,293
                                              ===========        ==========      ===========     ===========      ===========
</TABLE>

(a) Commencement of operations.


                                      F-33
<PAGE>

                STATEMENT OF CHANGES IN NET ASSETS--(Continued)

                             JPF SEPARATE ACCOUNT A

<TABLE>
<CAPTION>
                                                         Oppenheimer
                                                       Strategic Bond
                                                          Division
                                             -----------------------------------
                                                                 Period from   )       Templeton International I Division
                                                             January 12, 1998(a) -----------------------------------------------
                                               Year Ended            to                      Year Ended December 31,
                                              December 31,      December 31,     -----------------------------------------------
                                                  1999              1998               1999            1998            1997
                                             -------------- -------------------- --------------- --------------- ---------------
<S>                                          <C>            <C>                     <C>              <C>             <C>
INCREASE IN NET ASSETS
Operations:
 Net investment income .....................   $   88,694        $    1,262         $ 6,360,406      $ 2,427,205     $   649,381
 Net realized gain
  on investments ...........................      (19,086)           (2,048)            338,691          776,195         828,887
 Change in net unrealized gain
  on investments ...........................      (22,018)           24,753           5,803,054          295,855       2,126,633
                                               ----------        ----------         -----------      -----------     -----------
Increase in net assets from operations .....       47,590            23,967          12,502,151        3,499,255       3,604,901

Contractholder transactions--Note F:
 Transfers of net premiums .................      636,974           452,931          11,137,465       11,772,271       9,182,098
 Transfers from/to General Account
  and within Separate Account, net .........      781,202         1,307,674          (5,910,457)       2,942,895       7,333,435
 Transfers of cost of insurance ............     (196,836)          (74,702)         (3,422,189)      (3,185,143)     (2,324,520)
 Transfers on account of death .............           --                --            (128,201)         (31,916)        (64,977)
 Transfers on account of other
  terminations .............................      (16,951)           (6,002)           (391,045)        (356,684)       (437,273)
                                               ----------        ----------         -----------      -----------     -----------
Net increase in net assets derived
  from contractholder transactions .........    1,204,389         1,679,901           1,285,573       11,141,423      13,688,763
Net increase in net assets .................    1,251,979         1,703,868          13,787,724       14,640,678      17,293,664
                                               ----------        ----------         -----------      -----------     -----------
Balance at beginning of year ...............    1,703,868                --          54,756,706       40,116,028      22,822,364
                                               ----------        ----------         -----------      -----------     -----------
Balance at end of year .....................   $2,955,847        $1,703,868         $68,544,430      $54,756,706     $40,116,028
                                               ==========        ==========         ===========      ===========     ===========
</TABLE>

(a) Commencement of operations.

See notes to consolidated financial statements.


                                      F-34
<PAGE>

                         NOTES TO FINANCIAL STATEMENTS

                            JPF SEPARATE ACCOUNT A
                               DECEMBER 31, 1999

NOTE A--ORGANIZATION OF ACCOUNT

Jefferson Pilot Financial Separate Account A (the "Separate Account") is a
separate account of Jefferson Pilot Financial Insurance Company ("JP
Financial"). The Separate Account is organized as a unit investment trust
registered under the Investment Act of 1940 as amended. It was established for
the purpose of funding flexible premium variable life insurance policies issued
by JP Financial. As of December 31, 1999, the Separate Account is comprised of
twenty-one investment divisions, eleven of which invest exclusively in the
corresponding portfolios of the Jefferson-Pilot Variable Fund, Inc., one of
which invests in the Templeton International Fund, five of which invest in
certain Fidelity Portfolios, two of which invest in certain Oppenheimer Funds,
and two of which invest in certain MFS Funds, all diversified Series Investment
Companies. Companies.

NOTE B--SIGNIFICANT ACCOUNTING POLICIES

Valuation of Investments:  Investments in shares of the Fund are valued at the
net asset value per share which is calculated each day the New York Stock
Exchange is open for trading.

Investment Income:  Dividend income and distributions of realized gains are
recorded on the ex-dividend date.

Investment Transactions:  Purchases and sales of shares of the Fund are
recorded as of the trade date, the date the transaction is executed.

Federal Income Taxes:  The operations of the Separate Account are included in
the federal income tax return of JP Financial which is taxed as a life
insurance company under the Internal Revenue Code. Under current law, no
federal income taxes are payable with respect to the Separate Account.

Expenses:  Currently, the Separate Account contains the net assets of two
variable insurance policies, Ensemble and Ensemble II. A mortality and expense
risk charge payable to JP Financial is accrued daily which will not exceed
 .6%and .9% of the average net asset value of each division of the Separate
Account on an annual basis for Ensemble and Ensemble II, respectively.

Use of Estimates:  The accompanying financial statements of the Separate
Account have been prepared in accordance with generally accepted accounting
principles. The preparation of financial statements requires management to make
estimates that affect amounts reported in the financial statements and
accompanying notes. Such estimates could change in the future as more
information becomes known, which could impact the amounts reported and
disclosed herein.

NOTE C--AFFILIATED COMPANY TRANSACTIONS

Administrative services necessary for the operation of the Separate Account are
provided by Jefferson Pilot Life Insurance Company, an affiliate of JP
Financial. JP Financial is the principal underwriter of the variable insurance
contracts that utilize the Separate Account. Jefferson Pilot Variable
Corporation, an affiliate of the Company, is the distributor.

NOTE D--DIVERSIFICATION REQUIREMENTS

Under the provisions of Section 817(h) of the Internal Revenue Code, a variable
life insurance contract will be subject to federal income taxes on the income
earned for any period for which the investments of the segregated assets
account, on which the contract is based, are not adequately diversified. The
Code provides that the "adequately diversified" requirement may be met if the
underlying investments satisfy either a statutory safe harbor test or
diversification requirements set forth in regulations issued by the Secretary
of Treasury.

The Internal Revenue Service has issued regulations under Section 817(h) of the
Code. The Company believes that the segregated asset account satisfies the
current requirements of the regulations, and it intends that the segregated
asset account will continue to meet such requirements.


                                      F-35
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

                            JPF SEPARATE ACCOUNT A
                               DECEMBER 31, 1999

NOTE E--INVESTMENTS

In determining the net realized gain or loss on sales of shares of the Fund,
the cost of shares sold has been determined on an average cost basis. For
federal income tax purposes, the cost of shares owned at December 31, 1999 is
the same as for financial reporting purposes.

Following is a summary of shares of each portfolio of the Fund owned by the
respective divisions of the Separate Account and the related net asset values
at December 31, 1999.

<TABLE>
<CAPTION>
                                                          Net Asset
                                                            Value
                                           Shares         Per Share
                                        -----------   ----------------
<S>                                     <C>           <C>
JPVF International Equity Division       1,332,798     $   16.069385
JPVF World Growth Stock Division         4,895,518         26.076172
JPVF Global Hard Assets Division           611,602          8.990947
JPVF Emerging Growth Division            3,689,566         40.674453
JPVF Capital Growth Division             7,974,859         39.265001
JPVF Small Company Division              5,024,169         18.054505
JPVF Growth Division                       933,447         23.377614
JPVF Growth & Income Division            2,948,651         20.063152
JPVF Balanced Division                   2,772,661         15.270695
JPVF High Yield Division                   575,664          9.188039
JPVF Money Market Division               2,194,261         10.846432
Fidelity VIP II Contrafund Division      2,228,829         29.150000
Fidelity VIP Equity Income Division        363,619         25.710000
Fidelity VIP Growth Division               824,121         54.930000
Fidelity VIP High Income Division          155,357         11.310000
Fidelity VIP II Index 500 Division         704,954        167.410000
MFS Research Division                      457,636         23.340000
MFS Utilities Division                     528,558         24.160000
Oppenheimer Bond Division                1,686,672         11.520000
Oppenheimer Strategic Division             610,422          4.970000
Templeton International I Division       3,082,386         22.250000
</TABLE>



                                      F-36
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

                            JPF SEPARATE ACCOUNT A
                               DECEMBER 31, 1999

NOTE F--CONTRACTHOLDER TRANSACTIONS

<TABLE>
<CAPTION>
                                                                    For the period
                                                                  January 15, 1998(a)
                                     Year Ended December 31,            through
                                               1999                December 31, 1998
                                    -------------------------- -------------------------
                                       Units        Amount        Units       Amount
                                    ----------- -------------- ---------- --------------
<S>                                 <C>         <C>            <C>        <C>
JPVF International Equity Division
 Issuance of units                   1,586,816   $21,345,389     806,326   $ 9,244,760
 Redemptions of units                  923,203    12,667,542     145,428     1,654,160
                                     ---------   -----------    --------   -----------
 Net Increase                          663,613   $ 8,677,847     660,898   $ 7,590,600
                                     =========   ===========    ========   ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                      -----------------------------------------------------------------------------------
                                                 1999                        1998                        1997
                                      --------------------------- --------------------------- ---------------------------
                                         Units         Amount        Units         Amount        Units         Amount
                                      ----------- --------------- ----------- --------------- ----------- ---------------
<S>                                    <C>          <C>            <C>          <C>            <C>          <C>
JPVF World Growth Stock Division
 Issuance of units                       710,815    $31,376,896      943,836    $39,051,743    1,011,924    $39,798,520
 Redemptions of units                    970,125     42,679,194    1,018,017     42,181,438      895,063     34,935,217
                                       ---------   ------------    ---------    -----------    ---------    -----------
 Net Increase (decrease)                (259,310)  $(11,302,298)    (74,181)   $(3,129,695)     116,861    $ 4,863,303
                                       =========   ============    =========    ===========    =========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                      -----------------------------------------------------------------------------------
                                                 1999                        1998                        1997
                                      --------------------------- --------------------------- ---------------------------
                                         Units         Amount        Units         Amount        Units         Amount
                                      ----------- --------------- ----------- --------------- ----------- ---------------
<S>                                    <C>          <C>            <C>          <C>            <C>          <C>
JPVF Global Hard Assets Division
 Issuance of units                       806,194    $ 7,003,824      437,515    $ 3,764,642      589,273    $ 6,878,213
 Redemptions of units                    773,498      6,589,824      450,418      3,957,328      475,559      5,621,281
                                       ---------    -----------    ---------    -----------    ---------    -----------
 Net Increase                             32,696    $   414,000      (12,903)   $  (192,686)     113,714    $ 1,256,932
                                       =========    ===========    =========    ===========    =========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                      -----------------------------------------------------------------------------------
                                                 1999                        1998                        1997
                                      --------------------------- --------------------------- ---------------------------
                                         Units         Amount        Units         Amount        Units         Amount
                                      ----------- --------------- ----------- --------------- ----------- ---------------
<S>                                    <C>          <C>            <C>          <C>            <C>          <C>
JPVF Emerging Growth Division
 Issuance of units                     1,754,220    $49,040,558    2,202,083    $45,173,868    2,187,207    $37,160,174
 Redemptions of units                  1,468,922     40,001,064    1,639,619     33,549,189    1,257,679     21,114,834
                                       ---------    -----------    ---------    -----------    ---------    -----------
 Net Increase                            285,298    $ 9,039,494      562,464    $11,624,679      929,528    $16,045,340
                                       =========    ===========    =========    ===========    =========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                      -----------------------------------------------------------------------------------
                                                 1999                        1998                        1997
                                      --------------------------- --------------------------- ---------------------------
                                         Units         Amount        Units         Amount        Units         Amount
                                      ----------- --------------- ----------- --------------- ----------- ---------------
<S>                                    <C>          <C>            <C>          <C>            <C>          <C>
JPVF Capital Growth Division
 Issuance of units                     1,885,588    $92,037,794    1,791,255    $66,165,409    1,727,504    $49,693,896
 Redemptions of units                  1,232,624     60,129,280    1,324,641     48,892,898    1,166,517     33,798,824
                                       ---------    -----------    ---------    -----------    ---------    -----------
 Net Increase                            652,964    $31,908,514      466,614    $17,272,511      560,987    $15,895,072
                                       =========    ===========    =========    ===========    =========    ===========
</TABLE>

(a) Commencement of operations


                                      F-37
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

                            JPF SEPARATE ACCOUNT A
                               DECEMBER 31, 1999

NOTE F--CONTRACTHOLDER TRANSACTIONS (Continued)

<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                      -----------------------------------------------------------------------------------
                                                 1999                        1998                        1997
                                      --------------------------- --------------------------- ---------------------------
                                         Units         Amount        Units         Amount        Units         Amount
                                      ----------- --------------- ----------- --------------- ----------- ---------------
<S>                                    <C>          <C>            <C>          <C>            <C>          <C>
JPVF Small Company Division
 Issuance of units                       730,490    $27,595,578      916,453    $39,034,264      783,149    $32,220,885
 Redemptions of units                    845,859     31,946,206      747,736     32,138,906      707,768     29,020,695
                                       ---------    -----------    ---------    -----------    ---------    -----------
 Net Increase (decrease)                (115,369)   $(4,350,628)     168,717    $ 6,895,358       75,381    $ 3,200,190
                                       =========    ===========    =========    ===========    =========    ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                    For the period
                                                                  January 20, 1998(a)
                                     Year Ended December 31,            through
                                               1999                December 31, 1998
                                    -------------------------- -------------------------
                                       Units        Amount        Units       Amount
                                    ----------- -------------- ---------- --------------
<S>                                 <C>          <C>            <C>        <C>
JPVF Growth Division
 Issuance of units                   1,109,124   $17,796,382     289,470   $ 3,260,004
 Redemptions of units                  295,421     4,555,951     162,322     1,781,790
                                     ---------   -----------    --------   -----------
 Net Increase                          813,703   $13,240,431     127,148   $ 1,478,214
                                     =========   ===========    ========   ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                      -----------------------------------------------------------------------------------
                                                 1999                        1998                        1997
                                      --------------------------- --------------------------- ---------------------------
                                         Units         Amount        Units         Amount        Units         Amount
                                      ----------- --------------- ----------- --------------- ----------- ---------------
<S>                                    <C>          <C>            <C>          <C>            <C>          <C>
JPVF Growth & Income Division
 Issuance of units                     1,018,584    $29,500,940    1,240,410    $32,593,480    1,110,245    $24,846,023
 Redemptions of units                    874,919     25,365,761    1,047,665     27,255,015      659,777     14,619,400
                                       ---------    -----------    ---------    -----------    ---------    -----------
 Net Increase                            143,665    $ 4,135,179      192,745    $ 5,338,465      450,468    $10,226,623
                                       =========    ===========    =========    ===========    =========    ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                      -----------------------------------------------------------------------------------
                                                 1999                        1998                        1997
                                      --------------------------- --------------------------- ---------------------------
                                         Units         Amount        Units         Amount        Units         Amount
                                      ----------- --------------- ----------- --------------- ----------- ---------------
<S>                                    <C>          <C>            <C>          <C>            <C>          <C>
JPVF Balanced Division
 Issuance of units                       578,685    $12,521,166      622,617    $11,686,604      557,010    $ 9,238,539
 Redemptions of units                    460,757      9,993,185      449,737      8,444,875      423,594      6,981,094
                                       ---------    -----------    ---------    -----------    ---------    -----------
 Net Increase                            117,928    $ 2,527,981      172,880    $ 3,241,729      133,416    $ 2,257,445
                                       =========    ===========    =========    ===========    =========    ===========
</TABLE>

(a) Commencement of operations


                                      F-38
<PAGE>

                  NOTES TO FINANCIAL STATEMENTS--(Continued)

                            JPF SEPARATE ACCOUNT A
                               DECEMBER 31, 1999

NOTE F--CONTRACTHOLDER TRANSACTIONS (Continued)

<TABLE>
<CAPTION>
                                                                    For the period
                                                                   January 8, 1998(a)
                                      Year Ended December 31,            through
                                               1999                 December 31, 1998
                                     ------------------------- ---------------------------
                                        Units       Amount        Units         Amount
                                     ---------- -------------- ----------- ---------------
<S>                                  <C>        <C>            <C>         <C>
JPVF High Yield Division
 Issuance of units                     825,411   $ 8,463,868    1,187,107   $ 11,940,568
 Redemptions of units                  773,012     7,943,026      686,842      6,855,934
                                      --------   -----------    ---------   ------------
 Net Increase                           52,399   $   520,842      500,265   $  5,084,634
                                      ========   ===========    =========   ============
</TABLE>

<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                      -----------------------------------------------------------------------------------
                                                 1999                        1998                        1997
                                      --------------------------- --------------------------- ---------------------------
                                         Units         Amount        Units         Amount        Units         Amount
                                      ----------- --------------- ----------- --------------- ----------- ---------------
<S>                                    <C>          <C>            <C>          <C>            <C>          <C>
JPVF Money Market
 Issuance of units                     3,240,917    $57,033,996    3,082,919    $52,304,400    2,230,904    $36,446,460
 Redemptions of units                  2,805,821     49,372,334    2,722,078     46,180,401    2,193,315     35,891,324
                                       ---------    -----------    ---------    -----------    ---------    -----------
 Net Increase                            435,096    $ 7,661,662      360,841    $ 6,123,999       37,589    $   555,136
                                       =========    ===========    =========    ===========    =========    ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                      -----------------------------------------------------------------------------------
                                                 1999                        1998                        1997
                                      --------------------------- --------------------------- ---------------------------
                                         Units         Amount        Units         Amount        Units         Amount
                                      ----------- --------------- ----------- --------------- ----------- ---------------
<S>                                    <C>          <C>            <C>          <C>            <C>          <C>
Fidelity VIP II Contrafund Division
 Issuance of units                     1,754,276    $33,244,625    2,028,731    $31,008,560    1,533,238    $19,271,804
 Redemptions of units                  1,129,685     21,491,398    1,065,432     16,037,139      580,340      7,204,967
                                       ---------    -----------    ---------    -----------    ---------    -----------
 Net Increase                            624,591    $11,753,227      963,299    $14,971,421      952,898    $12,066,837
                                       =========    ===========    =========    ===========    =========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                      -----------------------------------------------------------------------------------
                                                 1999                        1998                        1997
                                      --------------------------- --------------------------- ---------------------------
                                         Units         Amount        Units         Amount        Units         Amount
                                      ----------- --------------- ----------- --------------- ----------- ---------------
<S>                                    <C>          <C>            <C>          <C>            <C>          <C>
Fidelity VIP II Index 500 Division
 Issuance of units                     3,771,476    $77,313,900    3,405,171    $57,232,632    2,094,648    $28,323,380
 Redemptions of units                  2,439,500     50,590,001    1,486,670     24,577,055      822,768     11,297,991
                                       ---------    -----------    ---------    -----------    ---------    -----------
 Net Increase                          1,331,976    $26,723,899    1,918,501    $32,655,577    1,271,880    $17,025,389
                                       =========    ===========    =========    ===========    =========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                      -----------------------------------------------------------------------------------
                                                 1999                        1998                        1997
                                      --------------------------- --------------------------- ---------------------------
                                         Units         Amount        Units         Amount        Units         Amount
                                      ----------- --------------- ----------- --------------- ----------- ---------------
<S>                                    <C>          <C>            <C>          <C>            <C>          <C>
Fidelity VIP High Income Division
 Issuance of units                        23,042    $   283,589       71,621    $   908,088      797,876    $ 9,316,213
 Redemptions of units                     99,119      1,228,210      455,698      5,795,150      462,054      5,390,927
                                       ---------    -----------    ---------    -----------    ---------    -----------
 Net Increase (decrease)                 (76,077)   $  (944,621)    (384,077)   $(4,887,062)     335,822    $ 3,925,286
                                       =========    ===========    =========    ===========    =========    ===========
</TABLE>

(a) Commencement of operations


                                      F-39
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS--Continued

                            JPF SEPARATE ACCOUNT A
                               DECEMBER 31, 1999

NOTE F--CONTRACTHOLDER TRANSACTIONS (Continued)

<TABLE>
<CAPTION>
                                                                            For the period
                                                                           January 8, 1998(a)
                                          Year Ended December 31,               through
                                                   1999                    December 31, 1998
                                       -----------------------------   --------------------------
                                          Units           Amount         Units         Amount
                                       -----------   ---------------   ---------   --------------
<S>                                    <C>             <C>              <C>          <C>
Fidelity VIP Growth Division
 Issuance of units                      2,522,313      $39,479,910      655,774      $ 7,806,648
 Redemptions of units                     672,246       10,641,557      122,386        1,450,555
                                        ---------      -----------      -------      -----------
 Net Increase                           1,850,067      $28,838,353      533,388      $ 6,356,093
                                        =========      ===========      =======      ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                             For the period
                                                                           January 8, 1998(a)
                                          Year Ended December 31,               through
                                                   1999                    December 31, 1998
                                       -----------------------------   --------------------------
                                          Units           Amount         Units         Amount
                                       -----------   ---------------   ---------   --------------
<S>                                    <C>            <C>               <C>          <C>
Fidelity VIP Equity Income Division
 Issuance of units                      1,131,302     $13,584,576       982,482      $10,549,873
 Redemptions of units                     681,291       8,124,583       623,457        6,583,063
                                        ---------     -----------       -------      -----------
 Net Increase                             450,011     $ 5,459,993       359,025      $ 3,966,810
                                        =========     ===========       =======      ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                          For the period
                                                                         January 8, 1998(a)
                                         Year Ended December 31,              through
                                                  1999                   December 31, 1998
                                       ---------------------------   --------------------------
                                          Units         Amount         Units         Amount
                                       ----------   --------------   ---------   --------------
<S>                                    <C>          <C>              <C>         <C>
MFS Reseach Division
 Issuance of units                       672,625     $ 8,701,356     631,245      $ 7,154,159
 Redemptions of units                    311,684       4,067,961     288,287        3,085,230
                                         -------     -----------     -------      -----------
 Net Increase                            360,941     $ 4,633,395     342,958      $ 4,068,929
                                        ========     ===========     =======      ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                         For the period
                                                                         January 12, 1998(a)
                                         Year Ended December 31,               through
                                                   1999                   December 31, 1998
                                       ----------------------------   --------------------------
                                          Units          Amount         Units         Amount
                                       ----------   ---------------   ---------   --------------
<S>                                      <C>          <C>              <C>          <C>
MFS Utilities Division
 Issuance of units                       930,122      $11,856,880      667,553      $ 7,474,706
 Redemptions of units                    458,547        5,781,048      324,319        3,691,489
                                         -------      -----------      -------      -----------
 Net Increase                            471,575      $ 6,075,832      343,234      $ 3,783,217
                                         =======      ===========      =======      ===========
</TABLE>

(a) Commencement of operations

                                      F-40
<PAGE>

                   NOTES TO FINANCIAL STATEMENTS--Continued


                            JPF SEPARATE ACCOUNT A
                               DECEMBER 31, 1999

NOTE F--CONTRACTHOLDER TRANSACTIONS (Continued)



<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                      -----------------------------------------------------------------------------------
                                                 1999                        1998                        1997
                                      --------------------------- --------------------------- ---------------------------
                                         Units         Amount        Units         Amount        Units         Amount
                                      ----------- --------------- ----------- --------------- ----------- ---------------
<S>                                    <C>          <C>            <C>          <C>              <C>          <C>
Oppenheimer Bond Division
 Issuance of units                       646,006    $13,940,162    1,052,232    $22,601,035      396,342      $7,858,820
 Redemptions of units                    561,178     12,086,530      913,765     19,616,600      350,970       6,930,709
                                       ---------    -----------    ---------    -----------      -------      ----------
 Net Increase                             84,828    $ 1,853,632      138,467    $ 2,984,435       45,372      $  928,111
                                       =========    ===========    =========    ===========      =======      ==========
</TABLE>


<TABLE>
<CAPTION>
                                                                      For the period
                                                                    January 12, 1998(a)
                                      Year Ended December 31,             through
                                                1999                 December 31, 1998
                                      ------------------------   -------------------------
                                         Units       Amount         Units       Amount
                                      ---------- -------------   ---------- --------------
<S>                                      <C>       <C>              <C>        <C>
Oppenheimer Strategic Division
 Issuance of units                       369,193   $ 3,720,887      374,307    $ 3,726,685
 Redemptions of units                    250,262     2,516,498      204,970      2,046,784
                                       ---------   -----------      -------    -----------
 Net Increase                            118,931   $ 1,204,389      169,337    $ 1,679,901
                                       =========   ===========      =======    ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                      -----------------------------------------------------------------------------------
                                                 1999                        1998                        1997
                                      --------------------------- --------------------------- ---------------------------
                                         Units         Amount        Units         Amount        Units         Amount
                                      ----------- --------------- ----------- --------------- ----------- ---------------
<S>                                    <C>          <C>            <C>           <C>            <C>          <C>
Templeton International Division
 Issuance of units                     1,586,916    $28,116,196    2,289,338     $37,928,398    2,174,212    $32,480,846
 Redemptions of units                  1,515,331     26,830,623    1,615,048      26,786,975    1,245,865     18,792,083
                                       ---------    -----------    ---------     -----------    ---------    -----------
 Net Increase                             71,585    $ 1,285,573      674,290     $11,141,423      928,347    $13,688,763
                                       =========    ===========    =========     ===========    =========    ===========
</TABLE>

(a) Commencement of operations

                                      F-41

<PAGE>

                                    PART II

                          UNDERTAKING TO FILE REPORTS

     Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore, or hereafter duly adopted pursuant to
authority conferred in that section.

                     UNDERTAKINGS REGARDING INDEMNIFICATION

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

                   REPRESENTATIONS REGARDING FEES AND CHARGES


     The fees and charges deducted under the contract, 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.

                     REPRESENTATION REGARDING RULE 6e-3(T)

This filing is made in reliance on Rule 6e-3(T) of the Investment Company Act
of 1940.


                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

    The cover sheet.
    The Prospectus consisting of 78 pages.
    The undertaking to file reports.
    The undertaking pursuant to Rule 484(b) (1) under the Securities
    Act of 1933.
    The Representations Regarding Fees and Charges.
    The Representation Regarding Rule 6e-3(T).
    The signatures.
    Written consents of the following persons:

Ernst & Young LLP, contained in Exhibit 7 below.

The following exhibits:

1. The following exhibits correspond to those required by paragraph A of the
instructions as to exhibits in Form N-8B-2:

     (a) Certified copy of Resolution of Board of Directors of The Volunteer
State Life Insurance Company, adopted at a meeting held on August 20, 1984 (in
lieu of indenture or trust creating unit investment trust) (Incorporated by
reference to Exhibit 1(a) of Post-Effective Amendment No. 12 to the Registration
Statement on Form S-6 dated April 17, 1996).

     (b) Not applicable.

     (c) (i) Underwriting Agreement between The Volunteer State Life Insurance
     Company and Chubb Securities Corporation. (Incorporated by reference to
     Exhibit 1(c)(i) of Post-Effective Amendment No. 12 to the Registration
     Statement on Form S-6 dated April 17, 1996).

         (ii) Amendment to Underwriting Agreement between The Volunteer State
     Life Insurance Company and Chubb Securities Corporation. (Incorporated by
     reference to Exhibit 1(c)(ii) of Post-Effective Amendment No. 12 to the
     Registration Statement on Form S-6 dated April 17, 1996).

         (iii) Specimen District Manager's Agreement of Chubb Securities
     Corporation. (Incorporated by reference to Exhibit 1(c)(iii) of Post-
     Effective Amendment No. 12 to the Registration Statement on Form S-6 dated
     April 17, 1996).

         (iv) Specimen Sales Representative's Agreement of Chubb Securities
     Corporation. (Incorporated by reference to Exhibit 1(c) (iv) of Post-
     Effective Amendment No. 12 to the Registration Statement on Form 2-6 dated
     April 17, 1996).


         (v) Schedule of Commissions. (to be filed by Amendment).


     (d) Not applicable


     (e) (i) Specimen Policy

     (e) (ii) Form of Riders (Incorporated by reference to Exhibit 1(e)(ii) of
     Registration Statement on Form S-6 (33-77496) dated March 22, 1994.


     (f) (i) Amended and Restated Charter (with all amendments) of Chubb Life
     Insurance Company of America. (Incorporated by Reference to Exhibit 1(f)
     (i) of Post-Effective Amendment No. 2 on


<PAGE>

     Form S-6 of Chubb Separate Account C, to the Registration Statement filed
     December 10, 1993, File No. 33-72830).

         (ii) By-Laws of Chubb Life Insurance Company of America. (Incorporated
     by Reference to Exibit 1(f) (ii) of Post-Effective Amendment No. 2 on Form
     S-6 of Chubb Separate Account C, to the Registration Statement filed
     December 10, 1993, File No. 33- 72830).

     (g) Not applicable.

     (h)(i) Fund Distribution Agreement between Chubb America Fund, Inc., and
     Chubb Securities Corporation (incorporated by reference to Exhibit 6(b) of
     Post-Effective Amendment No. 7 to Form N-1A of Chubb America Fund Inc.,
     filed on April 11, 1990, Registration No. 2-94479).

         (ii) Amendment to Fund Distribution Agreement between Chubb America
     Fund, Inc. and Chubb Securities Corporation (incorporated by reference to
     Exhibit 6(a) of Post-Effective Amendment No. 7 to Form N-1A of Chubb
     America Fund, Inc., filed on April 11, 1990, Registration No. 2-94479).

         (iii) Amended and Restated Investment Management Agreement between
     Chubb America Fund, Inc., and Chubb Investment Advisory Corporation
     (incorporated by reference to Exhibit 5(a) of Post-Effective Amendment No.
     7 to Form N-1A of Chubb America fund, Inc., filed on April 11, 1990,
     Registration No. 2-94479).

         (iv) Sub-Investment Management Agreement by, between and among Chubb
     America Fund, Inc., Chubb Investment Advisory Corporation and Templeton,
     Galbraith & Hansberger Ltd. (incorporated by reference to Exhibit 5(e) of
     Post-Effective Amendment No. 11 to Form N-1A of Chubb America Fund, Inc.,
     filed April 14, 1993, Registration No. 2-94479).

         (vii) Sub-Investment Management Agreement by, between and among Chubb
     America Fund, Inc., Chubb Investment Advisory Corporation and Van Eck
     Associates Corporation (incorporated by reference to Exhibit 5(f) of
     Post-Effective Amendment No. 7 to Form N-1A of Chubb America Fund, Inc.,
     filed on April 11, 1990, Registration No. 2-94479).


         (viii) Sub-Investment Management Agreement among Chubb America Fund,
     Inc., Chubb Investment Advisory Corporation and Pioneering Management
     Corporation (incorporated by reference to Exhibit 5(g) of Post-Effective
     Amendment No. 7 of Form N-1A of Chubb America


<PAGE>

     Fund, Inc., filed on April 11, 1990, Registration No. 2-94479).


         (ix) Custodian Agreement between Chubb America Fund, Inc., and
     Citibank, N.A. (incorporated by reference to Exhibit 8 of Post-Effective
     Amendment No. 8 to Form N-1A of Chubb America Fund, Inc., filed on February
     21, 1991, Registration No. 2-94479).

         (x) Amendment to the Custodial Services Agreement between Chubb
     America Fund, Inc., and Citibank, N.A. (incorporated by reference to
     Exhibit 8(b) of Post-Effective Amendment No. 11 to Form N-1A of Chubb
     America Fund, Inc. filed on April 14, 1993, Registration No. 2-94479).

         (xi) Amendment No. 2 to Custodial Services Agreement between Chubb
     America Fund, Inc. and Citibank, N.A. (incorporated by reference to Exhibit
     8(c) of Post-Effective Amendment No. 11 of Form N-1A of Chubb America Fund,
     Inc. filed on April 14, 1993, Registration No. 2-94479).

         (xii) Investment Management Agreement between Chubb America Fund, Inc.
     and Chubb Investment Advisory Corporation for the Growth and Income
     Portfolio (incorporated by reference to Exhibit 5(i) of Post-Effective
     Amendment No. 9 of Form N-1A of Chubb America Fund, Inc. filed on February
     28, 1992, Registration No. 2-94479).

         (xiii) Investment Management Agreement between Chubb America Fund, Inc.
     and Chubb Investment Advisory Corporation for the Capital Growth Portfolio
     (incorporated by reference to Exhibit 5(j) of Post-Effective Amendment No.
     9 to Form N-1A of Chubb America Fund, Inc. filed on February 28, 1992,
     Registration No. 2-94479).

         (xiv) Sub-Investment Management Agreement by, between and among Chubb
     America Fund, Inc., Chubb Investment Advisory Corporation and Janus Capital
     Corporation (incorporated by reference to Exhibit 5(m) of Post-Effective
     Amendment No. 11 to Form N-1A of Chubb America Fund, Inc. filed on April
     14, 1993, Registration No. 2-94479).


<PAGE>


         (xv) Sub-Investment Management Agreement by, between and among Chubb
     America Fund, Inc., Chubb Investment Advisory Corporation and Phoenix
     Investment Counsel, Inc. (incorporated by reference to Exhibit 5(n) of
     Post-Amendment No. 11 to Form N-1A of Chubb America Fund, Inc. filed on
     April 14, 1993, Registration No. 2-94479).

         (xvi) Form of Investment Management Agreement between Chubb America
     Fund, Inc. and Chubb Investment Advisory Corporation with respect to the
     Emerging Growth Portfolio (incorporated by reference to Exhibit 5(p) of
     Post-Effective Amendment No. 12 to Form of Chubb America Fund, Inc. filed
     on February 14, 1995 Registration No. 2-94479).

         (xvii) Form of Investment Management Agreement between Chubb America
     Fund, Inc. and Chubb Investment Advisory Corporation with respect to the
     Emerging Growth Portfolio (incorporated by reference to Exhibit 5(p) of
     Post-Effective Amendment No. 12 to Form 12 to Form N-1A of Chubb America
     Fund, Inc. filed on February 14, 1995 Registration No. 2-94479).

         (xviii) Form of Sub-Investment Management Agreement between Chubb
     America Fund, Inc., Chubb Investment Advisory Corporation and Massachusetts
     Financial Services Company with respect to the Emerging Growth Portfolio
     (incorporated by reference to Exhibit 5(q) of Post-Effective Amendment No.
     12 to Form N-1A of Chubb America Fund, Inc., filed on February 14, 1995,
     Registration No. 2-94479).


     (i) Not Applicable.

     (j) Application.

2.   Specimen Policy. (Same as 1(e)).


3.   Opinion of counsel.


4.   Not Applicable.

5.   Not Applicable.


6.   Actuarial opinion and consent of Richard Dielensnyder, FSA, MAAA.


7.   Consent of Ernst & Young LLP.


8.   Procedures Memorandum (to be filed by Amendment).


9.   Specimen Notice of Right of Withdrawal, pursuant to Rule 6e3 (T) (b) (13)
     (viii). (Incorporated by reference to Exhibit 9 of Post-Effective Amendment
     No. 13 to the Registration Statement on Form S-6 dated April 17, 1996).

<PAGE>



11.  (a) Not Applicable.
     (b) Not Applicable.

12.  (Incorporated by reference to Exhibit 12 of Post-Effective Amendment No. 2
     to the Registration Statement on Form S-6 of Chubb Separate Account C,
     filed December 10, 1993, File No. 33-72830).

13.  (Incorporated by reference to Exhibit 13 of Post-Effective Amendment No. 2
     to the Registration Statement on Form S-6 of Chubb Separate Account C,
     filed December 10, 1993, File No. 33-72830).

14.  Not Applicable.

<PAGE>

                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the registrant,
JPF Separate Account A, certifies that it meets the requirements of Securities
Act Rule 485(b) for effectiveness of this Pre-Effective Amendment No. 1 to the
Registration Statement and, has duly caused this Pre-Effective Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, and its seal to the hereunto affixed and attested,
all in Concord, New Hampshire on the 18th day of April, 1999.



(SEAL)                               JPF SEPARATE ACCOUNT A
                                       (Registrant)
                                     JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
                                     AMERICA (Depositor)



                                     By:  /s/ Russell C. Simpson
                                     -------------------------------------------
                                              Russell C. Simpson


                                     Title:   Treasurer
                                     -------------------------------------------



<PAGE>

                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, Jefferson Pilot
Financial Insurance Company certifies that it meets the requirements of the
Securities Act Rule 485(b) for effectiveness of this Pre-Effective Amendment
No. 1 to the Registration Statement and has duly caused this Pre-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in Concord, New Hampshire on the 18th day of April, 1999.



[SEAL APPEARS HERE]                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY


                                     By:  /s/ Charles C. Cornelio
                                          --------------------------------------
                                              Charles C. Cornelio

                                     Title: Executive Vice President
                                            ------------------------------------

ATTEST:

/s/ Ronald R. Angarella
- --------------------------------
Ronald R. Angarella
Senior Vice President

     Pursuant to the requirements of the Securities act of 1933, this amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.


<TABLE>
<CAPTION>
Signatures                            Title                    Date
<S>                                   <C>                  <C>

/s/ Dennis R. Glass
- -----------------------------------   Director             April 18, 2000
    Dennis R. Glass

/s/ Kenneth C. Mlekush
- -----------------------------------   Director             April 18, 2000
    Kenneth C. Mlekush

/s/ David A. Stonecipher
- -----------------------------------   Director             April 18, 2000
    David A. Stonecipher

</TABLE>


<PAGE>

                                  EXHIBIT INDEX

1(e)(i). Specimen Policy

3.       Opinion of Counsel

6.       Actuarial Opinion and Consent of Richard Dielensnyder, FSA, MAAA

7.       Consent of Ernst & Young LLP
         Independent Auditors ...............................................




ABCDE
Jefferson Pilot Financial Insurance Company
Service Office:  One Granite Place, P. O. Box 515, Concord, New Hampshire 03302

Jefferson Pilot Financial Insurance Company, a Stock company, will pay the Death
Benefit described on Page 11 to the Beneficiary upon receipt of due proof that
the death of the Insured occurred while the policy was in force.

This is a legal contract between the Owner and Jefferson Pilot Financial
Insurance Company. All payments and benefits will be payable subject to its
terms.

This is a Flexible Premium Variable Life Insurance Policy. The Specified Amount
may be increased or decreased by the Owner. Net Premiums will be allocated to
the General Account or to one or more divisions of the Separate Account as
defined on Page 3 and determined by the Owner.

THE POLICY'S ACCUMULATION VALUE IN EACH DIVISION OF THE SEPARATE ACCOUNT IS
BASED ON THE INVESTMENT EXPERIENCE OF THAT DIVISION AND MAY INCREASE OR DECREASE
DAILY. THE ACCUMULATION VALUE IS NOT GUARANTEED AS TO DOLLAR AMOUNT. THE
SEPARATE ACCOUNT IS DESCRIBED ON PAGE 17.

The policy's Accumulation Value in the General Account will earn interest daily
at a minimum guaranteed effective annual rate as shown on Page 3. Interest in
excess of the guaranteed rate may be applied in the calculation of the
Accumulation Value at such increased rates as the Company may determine.

THE AMOUNT OF DEATH BENEFIT OR THE DURATION OF THE DEATH BENEFIT MAY INCREASE OR
DECREASE UNDER THE CONDITIONS DESCRIBED HEREIN.

This policy is a legal contract between the Owner and Jefferson Pilot Financial
Insurance Company.

                           READ YOUR POLICY CAREFULLY

RIGHT TO CANCEL - Please examine this policy carefully. You may cancel this
policy by returning it to Our Service Office or to the agent through whom it was
purchased within 10 days after You receive it. This policy will then be deemed
void from the beginning and We will refund the premiums paid within 7 days.


            DEF                           ABC
                Chief Executive                  Secretary
                Officer


                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY

Insured:  [OBJECT OMITTED]
Policy Number:    [OBJECT OMITTED]


        Adjustable Death Benefit Payable Only On The Death Of The Insured
   Premium Payments May Be Made Until The Earlier Of The Death Of The Insured
                        Or The Insured's Attained Age 100
               The Specified Amount May Be Increased or Decreased
               Additional Benefits, If Any, As Indicated On Page 3
                    Some Benefits Reflect Investment Results
                        Non-Participating - No Dividends.


Form VUL D500                        Page 1
<PAGE>

                                TABLE OF CONTENTS

POLICY SPECIFICATIONS PAGE..............3
DEFINITIONS...........................5-6

GENERAL PROVISIONS

The Contract............................7
Policy Changes..........................7
Incontestability........................7
Suicide.................................7
Misstatement of Age or Sex..............7
Assignment..............................7
Change of Owner or Beneficiary..........7
Death of Owner or Beneficiary...........8
Proceeds................................8
Payment of Proceeds.....................8
Postponement of Payment.................8
Compliance with Internal Revenue Code...8
Modified Endowment......................9
Non-Participating.......................9
Annual Summary..........................9
Illustration of Benefits and Values.....9
Other Taxes.............................9
Termination.............................9

PREMIUM PROVISIONS

Premium Payments........................9
Minimum Premium.........................9
Planned Periodic Premium and Premium
   Frequency...........................10
Allocation of Net Premiums.............10
Unscheduled Premiums...................10
Premium Limitation.....................10
Grace Period...........................10
Reinstatement..........................11

DEATH BENEFIT PROVISIONS

Death Benefit..........................11
Death Benefit Qualification Test.......11
Death Benefit Options..................11
Changes in Insurance Coverage..........12

POLICY VALUE PROVISIONS

General Account Accumulation Value.....13
General Account Interest Rate..........13
Separate Account Accumulation Values...13
Net Investment Factor..................14
Monthly Deduction......................14
Cost of Insurance......................14
Cost of Insurance Rates................14
Changes in Interest and Cost of
   Insurance Rates.................... 15
Monthly Accumulation Value Adjustment..15
Continuation of Insurance..............15
Basis of Computation...................15

SURRENDER AND WITHDRAWAL PROVISIONS

Surrender..............................15
Surrender Charge.......................15
Withdrawals............................16

SEPARATE ACCOUNT PROVISIONS

Separate Account.......................17
Divisions..............................17
Transfers..............................18
Optional Features......................18
Dollar Cost Averaging..................18
Automatic Portfolio Rebalancing........19
Addition, Deletion or Substitution
   of Investments......................19

POLICY LOAN PROVISIONS

Policy Loans...........................20
Types of Policy Loans
   (Type A and Type B).................20
Policy Loan Interest...................20
Policy Loan Repayment..................20

PAYMENT OPTIONS

Election of an Option..................21
Supplementary Contract.................21
Interest...............................21
Withdrawal Value.......................21
Death of Payee.........................21
Limitation on Rights of Payee and
   Claims of Creditors.................21
SETTLEMENT OPTIONS TABLES..............22


D5000                                Page 2
<PAGE>

Insured:          [JOHN DOE]                    Policy Number:      [12345678]
Owner:            [JOHN DOE]                    Premium Frequency:  [ANNUAL]
Issue Date:       [11/01/1999]                  Death Benefit:      [OPTION I]
Policy Date:      [11/01/1999]
Age/Sex at Issue: [35 MALE]

Rating Class:     [STANDARD - NON-SMOKER]

Beneficiary:  AS STATED IN APPLICATION UNLESS LATER CHANGED

Flexible Premium Variable Life Insurance

     Initial      Planned     Minimum        Load        Type A Loan
     Specified    Periodic    Annual         Basis       Threshold
     Amount:      Premium:    Premium:       Amount:     Amount:

   $[100,000]   $ [800.00]  $ [547.44]    $ [790.00]   $ [17,582.72 ]

No premium payment may be less than: $[250.00] or $[50.00] if paid by
electronic funds transfer.

Minimum Premium Period: The Minimum Premium Period begins on the Policy Date and
terminates on the policy anniversary at the end of policy year [5].

Timely payment of the Planned Periodic Premiums may not be adequate to guarantee
that the policy will remain in force. If the policy does not remain in force
there will be no Death Benefit or no Cash Surrender Value.

Interest Rates:

The policy's Accumulation Value in the General Account will earn interest daily
at a minimum guaranteed effective annual rate of: [4.00]% The policy
Accumulation Value held in the General Account for policy loan collateral will
earn interest daily at an effective rate of [4.00]%.
Policy Loan Interest Rates
- -Prior to the Insured's Attained Age 100:
  (i)Interest Rate Charged to Type A Policy Loans:       [4.00]%
 (ii)Interest Rate Charged to Type B Policy Loans:       [5.00]%
- -On or After the Insured's Attained Age 100:
  Interest Rate Charged to Type A or B Policy Loans:     [4.00]%


VUL 5000                             Page 3                                  SMD
<PAGE>

Policy Expense Charges:

(1) Premium Load: Is a charge not to exceed [3.00]% of each premium paid.
(2) State Premium Tax Charge: [2.5]% of  each premium paid.
(3) Federal Deferred Acquisition Cost (DAC Tax) Charge: [1.25]% of each premium
    paid.
(4) Monthly Administrative Charge:  $[10.00].
(5) Cost of Insurance Charges:  See Page 14.
(6) Surrender Charge on Withdrawal, surrender or decrease in Specified Amount:
    See Page 15.
(7) Monthly Acquisition Charge:
      (a)   in policy year one and in the first twelve months following the
            effective date of an increase in Specified Amount: [2.0]% of the
            Load Basis Amount.
      (b)   in policy year two and in the 13th through 24th month following the
            effective date of an increase in Specified Amount: [1.0]% of the
            Load Basis Amount.
    The Load Basis Amount shown on Page 3 is based on the initial Specified
    Amount. The revised Load Basis Amount applicable to any increase will be
    shown on a supplemental policy specifications page. A decrease in Specified
    Amount will have no effect on the Monthly Acquisition Charge.
(8) Mortality & Expense Risk Charge:
      (a)   for policy years one through twenty-five, is a charge not to exceed
            [.0023287]% daily on the assets in each division; this equals an
            annual rate of [0.85]%; and
      (b)   for policy years twenty-six and thereafter, is a charge not to
            exceed [.0016438]% daily on the assets in each division; this equals
            an annual rate of [.60]%.

Basis of Computation:

Minimum Cash Values and Reserves in the General Account are based on the 1980
CSO Male or Female Mortality Tables with interest at [4]% per year.

The method used in computing Cash Values and Reserves in the Separate Account is
in accordance with actuarial procedures that recognize the variable nature of
the Separate Account. The method used is such that if the Net Investment Factor,
less one, for all divisions of the Separate Account, at all times from the
Policy Date, is equal to an effective annual interest rate of [4]%, then the
Cash Values and Reserves in the Separate Account will be at least equal to the
minimum Cash Values and Reserves, which would have been required by the law of
the state in which this policy is delivered, of an equivalent policy in which
all Net Premiums have been allocated to the General Account.

        Table of Surrender Charges Per 1,000 of Initial Specified Amount

                                              Charge For
           Policy Year                      Full Surrender

          [1 - 5]                               [7.90]
              [6]                               [6.32]
              [7]                               [4.74]
              [8]                               [3.16]
              [9]                               [1.58]
              [10] and thereafter               [0.00]

The Surrender Charges above are based on the initial Specified Amount shown on
Page 3. Additional Surrender Charges related to any increase in Specified Amount
will begin from the effective date of the increase in coverage. These additional
Surrender Charges will be shown on a supplemental policy specifications page.


VUL 5000                     Page 3 Continued                                SMD
<PAGE>

Separate Account: [JPF Separate Account A ].
      Funds:[Jefferson Pilot Variable Fund, Inc.],[Fidelity Variable Insurance
            Products Fund],[Fidelity Variable Insurance Products Fund II], [MFS
            Variable Insurance Trust],[Oppenheimer Variable Account Funds],
            [Templeton Variable Products Series Fund]

Net Premiums received prior to the twenty-fifth day from the Issue Date (herein
referred to as the "Allocation Date") will be allocated to the General Account.
On the Allocation Date the Accumulation Value in the General Account will be
allocated to the divisions of the Separate Account if You have so specified.
This transaction will be free of charge and will not be considered a transfer.

Allocation of Net Premium:

[Jefferson Pilot Variable Fund, Inc.] [Fidelity Variable Insurance Products
                                       Fund II]
20 %  [JPVF INTERNATIONAL]             0.0%[FIDELITY CONTRAFUND]
0.0%  [JPVF WORLD GROWTH]
0.0%  [JPVF EMERGING
       GROWTH]
0.0%  [JPVF GROWTH]                   [MFS Variable Insurance Trust]
0.0%  [JPVF CAPITAL GROWTH]            20% [MFS RESEARCH]
0.0%  [JPVF SMALL COMPANY]             0.0%[MFS UTILITIES]
0.0%  [JPVF GROWTH &
       INCOME]
0.0%  [JPVF GLOBAL HARD ASSETS]       [Oppenheimer Variable Account Funds]
0.0%  [JPVF BALANCED]                  20% [OPPENHEIMER STRATGBD/VA]
0.0%  [JPVF HIGH YIELD]                0.0%[OPPENHEIMER BOND/VA]
0.0%  [JPVF MONEY MARKET]
0.0%  [JPVF S&P 500 INDEX]            [Templeton Variable Products Series Fund]
                                       20% [TEMPLETON INTL.]
[Fidelity Variable Insurance Products
 Fund]
20%   [FIDELITY GROWTH]                0.0% GENERAL ACCOUNT
0.0%  [FIDELITY EQUITY-INC.]

Withdrawal and Transfer Minimums and Charges:

Minimum amount for a withdrawal: $[500.00]
Minimum amount for a transfer: $[250.00]
Charge for each transfer $[50.00] However charge does not apply to the first
[12] transfers in any policy year.
Charge for each withdrawal: Lesser of [2%] of the Withdrawal or [50.00]
Minimum Specified Amount after a withdrawal: $[25,000.00]
Minimum Division value or General Account value after a transfer: $[250.00]
Limitations on transfers from the General Account: Permitted once every 180 days
and limited to the lesser of:
(1) 25% of the Accumulation Value in the General Account not being held as loan
collateral; or
(2)   $100,000.00

Policy Changes

Minimum increase or decrease in the Specified Amount:  $[25,000.00]
Maximum Attained Age of Insured for increases: [85]
Minimum Specified Amount after a Change in Insurance Coverage: $[25,000.00]


VUL 5000                      Page 3 Continued                               SMD
<PAGE>

Death Benefit Qualification Test: [Guideline Premium Test]

                            Table of Corridor Factors

 Attained    Corridor               Attained        Corridor
    Age      Factors                  Age           Factors

  0-40          250%                    70             115%
    41          243                     71             113
    42          236                     72             111
    43          229                     73             109
    44          222                     74             107

    45          215                     75             105
    46          209                     76             105
    47          203                     77             105
    48          197                     78             105
    49          191                     79             105

    50          185                     80             105
    51          178                     81             105
    52          171                     82             105
    53          164                     83             105
    54          157                     84             105

    55          150                     85             105
    56          146                     86             105
    57          142                     87             105
    58          138                     88             105
    59          134                     89             105

    60          130                     90             105
    61          128                     91             104
    62          126                     92             103
    63          124                     93             102
    64          122                     94 and over    101

    65          120
    66          119
    67          118
    68          117
    69          116

Monthly Accumulation Value Adjustment Calculation Factors - See Page 15

- -Monthly Accumulation Value Adjustment Factor:
For Policy Years [2 - 25] is the lesser of: [0.0003333] and the excess of the
monthly mortality and expense risk charge currently assessed over [0.0001666];
For Policy Year [26] and thereafter is the lesser of: [0.0002083] and the excess
of the monthly mortality and expense risk charge currently assessed over
[0.00008333]


- -Monthly Accumulation Value Adjustment Threshold: Is the Guideline Single
Premium for this policy at issue and is the same as is shown on Page 3 in the
Type A Loan Threshold Amount, as defined in Section 7702 of the Internal Revenue
Code of 1986 entitled Insurance Contracts Defined. If the Specified Amount
decreases, the threshold will not change. If the Specified Amount increases the
threshold will be increased to the threshold at issue times the ratio of the
largest Specified Amount ever existing on the policy to the initial Specified
Amount.


VUL 5000                      Page 3 Continued                               SMD
<PAGE>

         Table of Monthly Guaranteed Cost of Insurance Rates Per $1,000
                            Policy Number [12345678]

If the Rating Class description shown on page 3 is shown as RATED then the
mortality rates have been adjusted to include an additional amount for the
rating.

Policy     Monthly     Policy      Monthly    Policy         Monthly
 Year       Rate        Year        Rate       Year           Rate

  1        0.17603       26        1.35180      51           13.92908
  2        0.18689       27        1.47573      52           15.25094
  3        0.20026       28        1.61601      53           16.62860
  4        0.21530       29        1.77532      54           18.05830
  5        0.23285       30        1.95290      55           19.54674

  6        0.25208       31        2.14803      56           21.11425
  7        0.27466       32        2.35654      57           22.79518
  8        0.29724       33        2.57940      58           24.65680
  9        0.32318       34        2.81673      59           26.82048
  10       0.34996       35        3.07475      60           29.66782

  11       0.38010       36        3.36496      61           33.93112
  12       0.41110       37        3.69560      62           41.27938
  13       0.44462       38        4.07684      63           56.03986
  14       0.47983       39        4.51651      64           83.33333
  15       0.51925       40        5.00848      65           83.33333

  16       0.56121       41        5.54388
  17       0.61075       42        6.11368
  18       0.66621       43        6.71042
  19       0.72928       44        7.32921
  20       0.80082       45        7.98716

  21       0.87748       46        8.71042
  22       0.96098       47        9.52056
  23       1.04794       48       10.44696
  24       1.14092       49       11.50434
  25       1.24078       50       12.67243


D5100                                Page 5
<PAGE>

DEFINITIONS

Terms or Definitions We identify or define here are some of the terms used
throughout the contract. There are other terms which are explained or defined in
other parts of the text.

Accumulation Value - The Accumulation Value of the policy is equal to the total
of the policy's Accumulation Value in the General Account and the policy's
Accumulation Value in the divisions of the Separate Account.

Attained Age - Refers to the age nearest birthday of the Insured on the Policy
Date, plus the number of completed Policy Years.

Beneficiary - The person or persons named by You to receive the Death Benefit
proceeds upon the death of the Insured. The Beneficiary is as shown in the
application unless later changed.

Cash Value - The Accumulation Value less any applicable Surrender Charge.

Death Benefit - The amount payable on the death of the Insured while the policy
is in force. It is explained fully in the Death Benefit section.

Debt - The principal of any loan outstanding against the policy, plus any
accrued loan interest which has not been paid.

General Account - All of the assets of Ours other than those held in separate
investment accounts.

Service Office - Our principal place of business.

Insured - The person named as the Insured on Page 3. The Insured may be other
than the Owner.

Irrevocable Beneficiary - A Beneficiary, named by You as irrevocable, whose
written consent is required for You to exercise any right specified in the
policy.

Issue Date - This is the date the policy is issued at Our Service Office and is
stated on Page 3.

Monthly Anniversary Day - The same day in each month as the Policy Date.

Net Premium - Equals premiums paid less the Premium Load, State Premium Tax
Charge and the Federal Deferred Acquisition Cost (DAC Tax) Charge as shown on
Page 3.

Notice, Election, Request - Writings satisfactory to Us that have been received
at Our Service Office. We will not be held responsible for any payment or other
action We have taken before Your writings are recorded at Our Service Office.

Policy Date - The date as shown on Page 3 which is the date requested by the
Owner. If no date is requested, it shall be the Issue Date. The Policy Date is
the date from which Policy Years, policy months, policy anniversaries and
Monthly Anniversary Days will be determined. If the Policy Date should fall on
the 29th, 30th or 31st of a month, the Policy Date will be the 28th of such
month.

Policy Year - The first Policy Year is the twelve month period following the
Policy Date. Each twelve month period thereafter makes up the next Policy Year.

Specified Amount - The face amount of the policy as selected by You. This amount
may be increased or decreased subject to the terms of the policy. The Death
Benefit is based on the Specified Amount as described in the Death Benefit
section.

Surrender Charge - A charge to the Accumulation Value in the event of surrender,
Withdrawal or a decrease in Specified Amount.

Surrender Value - The Cash Value less any Debt.

Valuation Date - A day on which the net asset value of the shares of any of the
portfolios and unit values of the divisions are determined. Valuation Dates
currently occur on each day on which the New York Stock Exchange is open for
trading and We and the investment advisor of the Funds are open for business.


D5100                                Page 5
<PAGE>

DEFINITIONS (CONTINUED)

Valuation Period - The interval between two consecutive Valuation Dates,
commencing after the close of regular trading on the New York Stock Exchange on
each Valuation Date and ending at the close of regular trading on the New York
Stock Exchange on the next succeeding Valuation Date.

We, Us, Our - Jefferson Pilot Financial Insurance Company.

Withdrawal - A payment to You of some portion of the Cash Value, it is fully
explained in the Withdrawals provision.

You, Your - The Owner of the policy as shown in the application. While the
Insured is alive, the Owner may exercise every right and option and receive
every benefit provided by the policy. These rights, however, are subject to the
written consent of any Irrevocable Beneficiary.

Insured's Attained Age 100 - The policy anniversary nearest the Insured's
Attained Age 100.


D5100                                Page 6

<PAGE>

GENERAL PROVISIONS

The Contract - The policy is issued in consideration of the application and
payment of the initial premium. The policy, the attached copy of the application
and/or endorsements, and any attached supplemental applications and riders form
the entire contract. Statements contained in the application are, in the absence
of fraud, considered representations and not warranties. No statement will be
used to contest the policy or to deny a claim unless it is contained in the
application.

Policy Changes - Only one of Our authorized Officers can change the terms of the
policy. A change must be in writing.

Incontestability - We will not contest the policy after it has been in force
during the lifetime of the Insured for a period of two years from the Issue
Date, the effective date of any increase in Specified Amount or the effective
date of Reinstatement.

Any increase in the Specified Amount will not be contested after such increase
has been in force during the lifetime of the Insured for two years following the
effective date of such increase. Any increase will be contestable, within the
two year period, only with regard to statements concerning the increase.

If the policy is reinstated, the contestable period will start over again
beginning on the Reinstatement date, but only with regard to statements made in
the application for Reinstatement.

Suicide - If the Insured commits suicide, while sane or insane, within two years
from the Issue Date, Our only liability will be a refund of premiums paid
without interest less any Debt and Withdrawals.

If the Insured commits suicide, while sane or insane, within two years of the
effective date of any increase in Specified Amount, Our only liability with
respect to such increase in Specified Amount will be the sum of the monthly
deductions for such increase. The amount payable under this provision will be
paid to the Beneficiary. Any amount payable will first be used to pay the
interest of anyone to whom the policy has been assigned.

Misstatement of Age or Sex - If the age or sex of the Insured has been misstated
in the application, We will adjust the proceeds to reflect the correct age or
sex. In such event, the Death Benefit We will pay will be equal to:

(1) The Accumulation Value on the date of death of the Insured less any
    outstanding Debt; plus

(2) The Death Benefit, less the Accumulation Value on the date of death of the
    Insured, multiplied by the ratio of (a) the cost of insurance actually
    deducted at the beginning of the policy month in which death occurs, to (b)
    the cost of insurance that should have been deducted based on the correct
    age and sex.

If the Insured's age or sex has been misstated in the application the amount
payable under any rider by reason of death of the Insured shall be the amount of
insurance which the rider cost, for the policy month during which such death
occurred, would have purchased had the cost of the benefits provided under the
rider been calculated using the correct age or sex.

Assignment - You may assign the policy. We are not bound by an assignment unless
We receive notice of it at Our Service Office prior to the payment of any
benefits by Us. Policy rights and benefits are subject to any assignment. We are
not obliged to see that an assignment is valid or sufficient.

Change of Owner or Beneficiary - While the Insured is alive, the Owner or
Beneficiary may be changed. Any change will take effect as of the date the
request is signed. The Insured does not need to be alive when the requested
change is recorded at Our Service Office.


D5150                                Page 7
<PAGE>

GENERAL PROVISIONS (CONTINUED)

Death of Owner or Beneficiary - If an Owner, other than the Insured, dies while
the Insured is living, unless otherwise provided, all rights and options of the
Owner belong to the Owner's executors and administrators. Unless otherwise
provided, the interest of any Beneficiary, including any Irrevocable
Beneficiary, who dies before the Insured will belong to the Owner.

Proceeds - Is the amount payable on surrender or on the death of the Insured.
Proceeds payable on the date of surrender will be the Surrender Value. Proceeds
payable on the death of the Insured will be in accordance with the Death Benefit
provisions. Proceeds are subject to any adjustments provided in the
Incontestability, Suicide and Misstatement of Age or Sex provisions and the
restrictions below.

Payment of Proceeds - Death Benefit proceeds or Surrender Value proceeds may be
paid in one sum or under Our payment options. Before proceeds are paid they will
be used to pay the interest of anyone to whom the policy has been assigned.
Loans and assignments will be paid in one sum.

If there is no Beneficiary designated or alive at the time of the death of the
Insured, We will pay the proceeds to You or to Your estate.

If Death Benefit proceeds are not applied under a payment option, but are paid
in one sum, We will pay interest according to the rules and rate declared by Us
in effect on the date of payment. If state law requires payment of a greater
amount, We will pay that amount.

To the extent allowed by law, all payments under the policy will be free from
creditor claims or legal process.

Postponement of Payment - We will usually pay any amounts payable on surrender,
Withdrawal or policy loan allocated to the Separate Account within 7 days after
written notice is received. We will usually pay any Death Benefit proceeds
within seven days after We receive due proof of the death of the Insured.
Payment of any amount payable on surrender, Withdrawal, policy loan or death may
be postponed whenever: (1) The New York Stock Exchange is closed other than
customary week-end and holiday closings, or trading on the New York Stock
Exchange is restricted as determined by the Securities and Exchange Commission;
(2) The Securities and Exchange Commission, by order, permits postponement for
the protection of policyowners; or (3) An emergency exists as determined by the
Securities and Exchange Commission, as a result of which disposal of securities
is not reasonably practicable or it is not reasonably practicable to determine
the value of the net assets of the Separate Account.

Transfers may also be postponed under the above circumstances.

We may defer the portion of any transfer, amount payable on surrender,
Withdrawal or policy loan from the General Account for not more than 6 months.
However, no payment from the General Account to pay premiums on policies with Us
will be deferred.

Compliance with the Internal Revenue Code - The policy is intended to qualify as
life insurance under the Internal Revenue Code. The Death Benefit provided by
the policy is intended to qualify for the Federal income tax exclusion. If at
any time the premium paid under the policy exceeds the amount allowable for such
qualification, We will refund the premium to You with interest within 60 days
after the end of the Policy Year in which the premium was received. If, for any
reason We do not refund the excess premium within 60 days after the end of such
Policy Year, the excess premiums will be held in a separate deposit fund and
credited with interest until refunded to You. The interest rate used on any
refund, or credited to the separate deposit fund created by this provision, will
be the excess premium's pro rata rate of return on the contract until the date
We notify You that the excess premium and the earnings on such excess premium
have been removed from the policy. After the date of such notice, the interest
rate paid on the separate deposit fund will be such rate as We may declare from
time to time on advance premium deposit funds.

We also reserve the right to refuse to make any change in the Specified Amount
or the Death Benefit Option or any other change if such change would cause the
policy to fail to qualify as life insurance under the Internal Revenue Code.

GENERAL PROVISIONS (CONTINUED)


D5150                                Page 8
<PAGE>

Modified Endowment - The policy will be allowed to become a Modified Endowment
contract under the Internal Revenue Code only with Your consent. Otherwise, if
at any time the premiums paid under the policy exceed the limit for avoiding
modified contract status, We will refund the excess premium to You with interest
within 60 days after the end of the Policy Year in which the premium was
received. If, for any reason We do not refund the excess premium within 60 days
after the end of such Policy Year, the excess premium will be held in a separate
deposit fund and credited with interest until refunded to You. The interest rate
used on any refund, or credited to the separate deposit fund created by this
provision, will be the excess premium's pro rata rate of return on the contract
until the date We notify You that the excess premium and the earnings on such
excess premium have been removed from the policy. After the date of such notice,
the interest rate paid on the separate deposit fund will be such rate as We may
declare from time to time on advance premium deposit funds.

Non-Participating - The policy is non-participating meaning it does not share in
Our profits. You will not receive dividends.

Annual Summary - At least once each Policy Year, without charge, We will send
You a report showing at least the current Cash Value, the value of the General
Account and each division of the Separate Account applicable to the policy,
premiums paid, incurred charges, and any outstanding policy loans for the period
covered by the report. We will also furnish any other reports and information
required by applicable law, rules and regulations.

Illustration of Benefits and Values - We will provide illustrations of Death
Benefits and Cash Values at any time after the Policy Date upon Your written
request. This illustration will be based on the existing Cash Value at the time
of request and maximum cost of insurance rates. Additional illustrations may be
made based on the existing Cash Value and current mortality assumptions. For
these additional reports, We may charge a fee not to exceed $50.00.

Other Taxes - We reserve the right to make a charge for Federal, state or local
taxes that may be attributable to the Separate Account or to Our operations with
respect to this policy if We incur any increase in such taxes.

Termination - All coverage under the policy will end on the date any one of the
following events occurs:

(1) You request in writing that coverage end;
(2) The Insured dies; or
(3) The Grace Period ends without payment of a sufficient premium.

PREMIUM PROVISIONS

Premium Payments - The initial premium is due and payable on the Policy Date and
is payable on or before the delivery of the policy. The initial premium may not
be less than the minimum initial premium. The minimum initial premium is equal
to the Minimum Annual Premium, as shown on Page 3, divided by 6. No premium
payment may be less than as shown on Page 3. After the initial premium is paid
any subsequent premiums can be paid at any time. All premiums are payable in
advance at Our Service Office or to Our authorized agent. A receipt signed by
one of Our Officers will be provided upon request.

Minimum Premium - The Minimum Annual Premium and the period for which it applies
are shown on Page 3. The policy may terminate in accordance with the
Continuation of Insurance provision during the period shown if the cumulative
premium paid is less than the cumulative Minimum Premium due. The cumulative
premium paid is equal to the sum of all premiums paid under the policy since the
Policy Date, less any Debt and Withdrawals. The cumulative Minimum Premium due
is equal to the Minimum Annual Premium shown on Page 3, divided by twelve, and
multiplied by the number of completed policy months. During the first 2 policy
months the cumulative Minimum Premium requirement is met through payment of the
minimum initial premium on the Policy Date.


D5230                                Page 9
<PAGE>

PREMIUM PROVISIONS (CONTINUED)

Increases in the Specified Amount or the addition of riders may increase the
amount of the Minimum Annual Premium. Decreases in the Specified Amount or the
deletion of riders will have no effect on the amount of Minimum Annual Premium.
If the policy terminates in accordance with the Grace Period provision and is
subsequently reinstated, this provision will no longer apply.

Planned Periodic Premium and Premium Frequency - The Planned Periodic Premium
and Premium Frequency, as shown on Page 3, are selected by You. The Planned
Periodic Premium is the amount of premium You intend to pay. The Premium
Frequency is how often You intend to pay the Planned Periodic Premium. Payment
of the Planned Periodic Premium is Your option.

We will send You Planned Periodic Premium payment reminder notices. If the mode
of premium payment is preauthorized check, government allotment or payroll
deduction, notice of any Planned Periodic Premium due will not be sent.

Changes in Premium Frequency and increases or decreases in the Planned Periodic
Premium may be made by You by providing Us with written notification. No premium
payment may be less than as shown on Page 3.

Payment of a Planned Periodic Premium may not prevent the policy from
terminating. Failure to pay a Planned Periodic Premium will not, in itself,
cause the policy to terminate. The policy will terminate only if the conditions
occur as described in the Grace Period provision.

Planned Periodic Premium payments may be made until the earlier of the death of
the Insured or the Insured's Attained Age 100.

Allocation of Net Premiums - You will determine the allocation of the Net
Premiums among the General Account and the divisions of the Separate Account.
The minimum percentage that may be allocated to any of these accounts is 5%.

Unscheduled Premiums - Premium payments in addition to the Planned Periodic
Premium may be made until the earlier of the death of the Insured or the
Insured's Attained Age 100.

If there is an existing policy loan, premium payments in the amount of the
Planned Periodic Premium, received at the Premium Frequency, will be applied as
premium. Premium payments in excess of the Planned Periodic Premium or premium
payments received other than at the Premium Frequency will first be applied as
policy loan repayments, then as premium when the Debt is repaid.

Premium Limitation - We reserve the right to limit the amount of premiums paid
in accordance with the Compliance with the Internal Revenue Code and Modified
Endowment provisions. We also reserve the right to require evidence of
insurability satisfactory to Us for any premium payment that would result in an
immediate increase in the difference between the Death Benefit and the
Accumulation Value. If satisfactory evidence of insurability is not received,
the premium or portion thereof may be returned.

Grace Period - If on a Monthly Anniversary Day, the conditions described in the
Continuation of Insurance provision have not been met, a Grace Period of 61 days
will be permitted for payment of the minimum amount needed to continue the
policy. We will send a notice at the start of the Grace Period to You at Your
last known address and to any assignee of record. The Grace Period will end 61
days after We mail the notice.

If the policy enters the Grace Period during the Minimum Premium period because
the conditions described in paragraph (1) of the Continuation of Insurance
Provision have not been met on a Monthly Anniversary Day, then We will require
payment of at least the cumulative Minimum Premium amount needed to continue the
policy.

If the policy enters the Grace Period at any time after the Minimum Premium
period then We will require payment of any overdue monthly deductions due and
unpaid during the Grace Period and any additional amount required to restore the
Surrender Value to an amount sufficient to cover the cost of a monthly deduction
for the month following the end of the Grace Period.


D5230                                Page 10
<PAGE>

PREMIUM PROVISIONS (CONTINUED)

If the minimum amount needed is not provided, the policy will terminate at the
end of such period. If the Insured dies during the Grace Period, We will deduct
any amount due and unpaid during the Grace Period from the proceeds of the
policy.

Reinstatement - You may apply to reinstate the policy after it has terminated.
We will reinstate the policy if We receive:

(1) Your written request for reinstatement within five years after the end of
    the Grace Period and prior to the Insured's Attained Age 100;
(2) evidence of insurability satisfactory to Us;
(3) payment of a premium large enough, after deduction of any policy expense
    charges, to restore the Cash Value to an amount sufficient to cover the cost
    of monthly deductions to keep the policy in force for at least 3 policy
    months following the effective date of reinstatement; and
(4) payment or reinstatement of any Debt against the policy which existed on the
    date of termination.

The effective date of a reinstated policy or the Reinstatement Date is the date
We approve the application for reinstatement. The Accumulation Value of the
policy on the Reinstatement Date shall be the Accumulation Value on the date of
termination plus the premium received to reinstate the policy. Any Surrender
Charges in effect on reinstatement shall be as defined in the Surrender Charge
provision based on the original Policy Date. If a policy terminates and is
subsequently reinstated the Minimum Premium provision will no longer apply.

DEATH BENEFIT PROVISIONS

Death Benefit - The policy provides a death benefit payable on the death of the
Insured. The death benefit, Death Benefit Options and the two Death Benefit
Qualification Tests are described in this provision. On the date of death, the
death benefit is calculated as the greater of:

(a) the Accumulation Value on the date of death multiplied by the corridor
    factor shown in the Table of Corridor Factors on Page 3;
(b) the death benefit as calculated under the Death Benefit Option in effect.

Death Benefit Qualification Test - This policy is intended to qualify as life
insurance under the Internal Revenue Code. The Death Benefit provided by this
policy is intended to qualify for the Federal income tax exclusion. Two methods
of qualifying as life insurance are the Cash Value Accumulation Test and the
Guideline Premium Test, as defined in Internal Revenue Code Section 7702. The
Death Benefit Qualification Test for this policy is shown on Page 3 and cannot
be changed. Unless You elected otherwise, the Death Benefit Qualification Test
is the Guideline Premium Test.

Death Benefit Options - There are three Death Benefit Options as described in
this provision. The Death Benefit Option for the policy is shown on Page 3.

Option I - Under Option I, the Death Benefit equals the Specified Amount. The
Death Benefit is never less than the Specified Amount.

Option II - Under Option II, the Death Benefit equals the Specified Amount plus
the Accumulation Value on the date of death. The Death Benefit is never less
than the Specified Amount.

Option III - The Death Benefit equals the Specified Amount plus the total of the
premiums paid less the total of any Withdrawals taken to the date of death. If
the total of the Withdrawals is greater than the total of premiums paid, then
the Death Benefit will be less than the Specified Amount.

The Death Benefit payable on the death of the Insured will be reduced by any
Debt on the date of death. The Accumulation Value at the beginning of the month
of death used in calculating the Death Benefit is after subtracting all parts of
the monthly deduction for the month except for the cost of insurance.

If the policy is in force at the Insured's Attained Age 100, the Specified
Amount and Death Benefit Option are subject to change automatically as described
in the Changes in Insurance Coverage provision.


D5300                                Page 11
<PAGE>

DEATH BENEFIT PROVISIONS (CONT'D)

Changes in Insurance Coverage - The initial Specified Amount is shown on Page 3.
Upon written request, the insurance coverage may be changed at any time after
the first policy anniversary. The changes which can be made are:

(1) an increase or decrease in the Specified Amount;
(2) a change in the existing Death Benefit Option.

Any change is subject to the following conditions:

(1) Any decrease will become effective on the Monthly Anniversary Day that
    coincides with or next follows Our receipt of the request. At least twelve
    months must elapse between decreases. Any such decrease will be deducted in
    the following order: (a) from the most recent Specified Amount increase, if
    any; (b) successively from the next most recent Specified Amount increase,
    if any; (c) from the initial Specified Amount.
(2) Any request for an increase must be applied for on a supplemental
    application and shall be subject to evidence satisfactory to Us that the
    Insured is living and insurable. At least twelve months must elapse between
    requested increases. An increase cannot be requested after the Insured
    reaches the maximum attained age for increases as shown on Page 3. Any
    increase will be subject to the Monthly Acquisition Charge described in the
    Monthly Deduction provision.
(3) Any change approved by Us will become effective on the effective date shown
    in the supplemental policy specifications page.
(4) The minimum Specified Amount which must be in effect at any time is as shown
    on Page 3.
(5) Any increase or decrease in the Specified Amount must be for an amount not
    less than as shown on Page 3.

You may request in writing to change the Death Benefit Option to Option I or
Option II. Changes to Option III are not permitted. If a change would result in
an increase in the amount payable at death, such change will be subject to
evidence of insurability satisfactory to Us. Any resulting decrease in Specified
Amount may be subject to a partial Surrender Charge as described in the
Surrender Charge provision.

If the policy is in force at the Insured's Attained Age 100, the following will
occur:

(1) the Specified Amount will be set equal to the Accumulation Value and the
    Death Benefit Option will be set to Option I and will equal 101% of the
    Specified Amount, less any Debt. The Death Benefit may not be changed after
    that date;
(2) items (1) and (2) of the Monthly Deduction provision and the Monthly
    Accumulation Value Adjustment provision will no longer apply;
(3) no further premiums will be accepted.


D5300                                Page 12
<PAGE>

POLICY VALUE PROVISIONS

General Account Accumulation Value - The Accumulation Value in the General
Account on the Policy Date is equal to the portion of the Net Premium which has
been paid and allocated to the General Account, less the portion of the first
monthly deduction allocated to the General Account.

On each Monthly Anniversary Day, the Accumulation Value in the General Account
is equal to (1) plus (2) plus (3) plus (4) plus (5) minus (6) minus (7) minus
(8) where:

(1) is the Accumulation Value in the General Account on the preceding Monthly
    Anniversary Day;
(2) is one month's interest on item (1);
(3) is the portion of any Net Premium received and allocated to the General
    Account since the preceding Monthly Anniversary Day plus interest from the
    date the Net Premium is received to the Monthly Anniversary Day;
(4) is the portion of any Monthly Accumulation Value Adjustment allocated to the
    Accumulation Value in the General Account plus one month's interest;
(5) is the sum of all Accumulation Values transferred to the General Account
    from a division of the Separate Account since the preceding Monthly
    Anniversary Day plus interest from the date the Accumulation Value is
    transferred to the Monthly Anniversary Day;
(6) is the sum of all Accumulation Values transferred from the General Account
    to a division of the Separate Account since the preceding Monthly
    Anniversary Day and interest from the date the Accumulation Value is
    transferred to the Monthly Anniversary Day;
(7) is all Withdrawals from the General Account since the preceding Monthly
    Anniversary Day plus interest from the date of Withdrawal to the Monthly
    Anniversary Day; and
(8) is the portion of the monthly deduction allocated to the Accumulation Value
    in the General Account to cover the policy month following the Monthly
    Anniversary Day.

On any date other than a Monthly Anniversary Day, the Accumulation Value will be
calculated on a consistent basis.

General Account Interest Rate - The Accumulation Value in the General Account
will earn interest daily at the guaranteed minimum effective annual rate as
shown on Page 3. Interest in excess of the guaranteed minimum rate may be
applied in the calculation of the Accumulation Value at such increased rates as
We may determine. The policy's Accumulation Value held in the General Account
for policy loan collateral will earn interest daily at the effective annual rate
as shown on Page 3.

Separate Account Accumulation Values - The Accumulation Value in each division
on the Policy Date is equal to the portion of the Net Premium which has been
paid and allocated to that division, less the portion of the first monthly
deduction allocated to the policy's Accumulation Value in that division.

At the end of each Valuation Period after the Policy Date, the policy's
Accumulation Value in a division is equal to (1) plus (2) plus (3) minus (4)
minus (5) minus (6) where:

(1) is the Accumulation Value in the division on the preceding Valuation Date
    multiplied by the Net Investment Factor for the current Valuation Period;
(2) is any Net Premium received during the current Valuation Period which is
    allocated to the division;
(3) is all Accumulation Values transferred to the division from another division
    or the General Account during the current Valuation Period;
(4) is all Accumulation Values transferred from the division to another division
    or the General Account and Accumulation Values transferred to secure a
    policy Debt during the current Valuation Period; and
(5) is all Withdrawals from the division during the current Valuation Period;
    and
(6) is charges, if any, that may be assessed by Us for taxes attributable to the
    operation of the Separate Account.

In addition, whenever a Valuation Period includes the Monthly Anniversary Day,
the Accumulation Value at the end of such period is reduced by the portion of
the monthly deduction allocated to the division and increased by the portion of
any Monthly Accumulation Value Adjustment allocated to the Accumulation Value in
the Separate Account.


D5400                                Page 13
<PAGE>

POLICY VALUE PROVISIONS (CONTINUED)

Net Investment Factor - We calculate the Net Investment Factor for a Valuation
Period for each division by dividing (1) by (2) and subtracting (3) from the
result, where:

(1) is the sum of:
    (a) the net asset value of a Fund share held in the Separate Account for
        that division determined at the end of the current Valuation Period;
        plus
    (b) the per share amount of any dividend or capital gain distributions made
        for shares held in the Separate Account for that division if the
        ex-dividend date occurs during the Valuation Period;
(2) is the net asset value of a Fund share held in the Separate Account for that
    division determined as of the end of the preceding Valuation Period; and
(3) is the daily charge representing the Mortality & Expense Risk Charge as
    shown on Page 3. This charge is equal, on an annual basis, to the percentage
    shown on Page 3 of the daily net asset value of Fund shares held in the
    Separate Account for that division.

The Net Investment Factor may be greater than, less than, or equal to 1. This
being the case, values in a division may increase or decrease from Valuation
Period to Valuation Period.

Monthly Deduction - The monthly deduction for a policy month shall be calculated
as (1) plus (2) plus (3) where:

(1) is the Monthly Administrative Charge shown on Page 3.
(2) is the cost of insurance described herein and the cost of additional
    benefits provided by rider for the policy month;
(3) is the Monthly Acquisition Charge shown on Page 3.

You may specify how the monthly deduction for a policy month will be allocated
among the General Account or a division of the Separate Account. If not
specified, the monthly deduction for a policy month will be allocated among the
General Account and the divisions of the Separate Account in the same proportion
that the Accumulation Value in the General Account less any Debt and in each
division bears to the total Accumulation Value of the policy, less any Debt at
the beginning of the policy month.

If there is an increase in the Specified Amount the Monthly Acquisition Charge
as shown on Page 3 will be applied in the 24 month period immediately following
the effective date of the increase. This charge will be shown on a supplemental
policy specifications page.

Cost of Insurance - The cost of insurance is determined on a monthly basis. The
cost of insurance is determined separately for the initial Specified Amount and
each subsequent increase in Specified Amount. The cost of insurance is
calculated as (1), multiplied by the result of (2) minus (3), where:

(1) is the cost of insurance rate as described in the Cost of Insurance Rates
    provision;
(2) is the Death Benefit at the beginning of the policy month, divided by
    1.0032737;
(3) is the Accumulation Value at the beginning of the policy month, prior to the
    monthly deduction for the cost of insurance.

Cost of Insurance Rates - The monthly cost of insurance rate is based on the
Policy Year and the sex and rating class of the Insured. Monthly cost of
insurance rates will be determined by Us based upon future expectations as to
investment earnings, mortality experience, persistency, a provision for
amortization of sales charges, expenses (including reinsurance costs) and taxes.


D5400                                Page 14
<PAGE>

POLICY VALUE PROVISIONS (CONTINUED)

Changes in Interest and Cost of Insurance Rates - Changes in the interest rate
in excess of the rate guaranteed to be credited to the General Account and
monthly cost of insurance rates will be based upon changes in future
expectations as to investment earnings, mortality experience, persistency, a
provision for amortization of sales charges, expenses (including reinsurance
costs) and taxes.

Any change in cost of insurance rates will apply to all Insureds of the same
age, class and duration. However, the cost of insurance rates can never be
greater than those shown in the Table of Monthly Guaranteed Cost of Insurance
Rates on Page 4.

Such guaranteed maximum rates are based on the 1980 CSO Male or Female Mortality
Tables with appropriate increases for rated risks.

Monthly Accumulation Value Adjustment - A Monthly Accumulation Value Adjustment
will be calculated at the beginning of the second Policy Year and in each
succeeding Policy Year. The adjustment will be a monthly amount that is
allocated among the General Account and the divisions of the Separate Account
proportionately to the allocation of Net Premiums. The adjustment is calculated
as (1) multiplied by the result of (2) plus (3) minus (4), but not less than
zero, where:

(1) is the Monthly Accumulation Value Adjustment Factor as shown on Page 3. This
    factor varies by Policy Year;
(2) is the Accumulation Value in the Separate Account at the beginning of the
    Policy Year;
(3) is the outstanding Type B Loan balance at the beginning of the Policy Year;
    and
(4) is the Monthly Accumulation Value Adjustment Threshold as specified on Page
    3.

Continuation of Insurance - The policy and all its riders will continue in force
according to the terms of coverage as long as the Surrender Value is sufficient
to cover the monthly deduction. If, during the Minimum Premium period, the
Surrender Value is not sufficient, then the policy and all riders will continue
in force as long as:

(1) the cumulative Minimum Premium requirement has been met.

Otherwise the policy will terminate according to the Grace Period provision. If
premiums are discontinued on any date, the value on that date will be used to
provide insurance under this provision.

Basis of Computation - The basis of computation for minimum cash values and
reserves are fully explained on Page 3.

Such guaranteed maximum rates are based on the 1980 CSO Male or Female Mortality
Tables with appropriate increases for rated risks.

SURRENDER AND WITHDRAWAL PROVISIONS

Surrender - Upon written request and while the Insured is living, You may
surrender the policy for the Surrender Value.

The amount payable will be the Surrender Value as of the date We receive Your
written request. Should the death of the Insured occur after the date of written
request but prior to the date We receive the written request, the surrender
request will be considered void and the terms of the Death Benefit provisions
will apply.

Surrender Charge - The charge for surrender of the policy is the amount shown on
Page 3 for the initial Specified Amount and the applicable Policy Year.
Additional surrender charges related to any increases in the Specified Amount
will apply from the effective date of the increase. There will be a partial
charge if there is a decrease in the Specified Amount, or a Withdrawal that
results in a decrease in the Specified Amount, while such charges are in effect.

Surrender charges are computed based on the number of thousands of Specified
Amount. The partial charge for a decrease in Specified Amount will be based on
the per thousand charge for the number of thousands of the decrease. The partial
charge for a Withdrawal will be as stipulated in the Withdrawals provision.


D5450                                Page 15
<PAGE>

SURRENDER AND WITHDRAWAL PROVISIONS (CONTINUED)

Withdrawals - Upon written request You may make a Withdrawal from the policy.
Any Withdrawal is subject to the following conditions:

(1) The amount of the Withdrawal plus the charge for the Withdrawal as shown on
    Page 3 may not exceed the Surrender Value;

(2) The minimum amount that may be withdrawn is shown on Page 3;

(3) A charge as shown on Page 3 will apply to each Withdrawal;

(4) We will deduct the amount of the Withdrawal, plus the charge for the
    Withdrawal as shown on Page 3 as well as a proportionate surrender charge if
    applicable, from the Accumulation Value. Such proportionate surrender charge
    will be applicable to a Withdrawal that results in a decrease in Specified
    Amount during the applicable surrender charge period.

(5) The Death Benefit will be reduced by an amount equal to the reduction in the
    Accumulation Value. The Specified Amount will be reduced if the Death
    Benefit is Option I by an amount equal to the reduction in the Accumulation
    Value. If Death Benefit Option III is in effect and the total of the
    Withdrawals is greater than the premiums paid, then the Death Benefit will
    be less than the Specified Amount. The minimum Specified Amount remaining in
    force after any Withdrawal must be as shown on Page 3.

You may allocate the Withdrawal among the General Account and the divisions of
the Separate Account.

If You do not specify the allocation, then the Withdrawal will be allocated
among the General Account and the divisions of the Separate Account in the same
proportion that the Accumulation Value in the General Account, less any Debt,
and the Accumulation Value in each division bears to the total Accumulation
Value of the policy, less any Debt, on the date of Withdrawal.


D5450                                Page 16
<PAGE>

SEPARATE ACCOUNT PROVISIONS

Separate Account - The variable benefits under the policy are provided through
investments in the Separate Account, as shown on Page 3. We established the
Separate Account as a separate investment account to support variable life
insurance contracts. We will not allocate assets to the Separate Account to
support the operation of any contracts or policies that are not variable life
insurance.

The assets of the Separate Account are owned by Us. However, these assets are
not part of Our General Account. Income, gains and losses, whether or not
realized, from assets allocated to the Separate Account will be credited to or
charged against the account without regard to Our other income, gains or losses.

Assets equal to the reserves and other liabilities of the Separate Account will
not be charged with liabilities that arise from any other business We may
conduct. Such assets shall not be available to general creditors of Ours in the
event of Our insolvency to the full extent permitted by applicable law. We shall
have the right to transfer to Our General Account any assets of the Separate
Account which are in excess of such reserves and other policy liabilities.

The Separate Account is registered with the Securities and Exchange Commission
as a unit investment trust under the Investment Company Act of 1940. The
Separate Account is also subject to the laws of Our state of domicile.

The investment policy of the Separate Account will not be changed without the
approval of the Insurance Commissioner of Our state of domicile. The approval
process in on file with the Insurance Commissioner of the state in which the
policy was delivered.

Divisions - The Separate Account has several divisions. Each division will buy
shares of a separate series of the Funds as defined on Page 3. Each series
represents a separate investment portfolio of the Funds. All divisions of the
Separate Account are shown on Page 3. You will determine the percentage of Net
Premiums which will be allocated to each division. No less than 5% of the Net
Premium may be allocated to any one account. Allocation percentages must be zero
or a whole number not greater than 100. The sum of the Net Premium allocation
percentages must equal 100.

Income, gains and losses, whether or not realized, from the assets of the
Separate Account are credited to or charged against that division without regard
to income, gains or losses in other divisions of the Separate Account or in the
General Account.

We will value the assets of each division of the Separate Account at the end of
each Valuation Period.

D5480                                Page 17
<PAGE>

SEPARATE ACCOUNT PROVISIONS (CONT'D)

Transfers - You may transfer amounts between the General Account and the
divisions of the Separate Account in a form and manner acceptable to Us. The
amount available for transfer from the General Account or a division is the
value of the General Account or the division as of the end of the Valuation
Period during which We receive all the requirements for the transaction. The
minimum amount that may be transferred and the minimum amount that must remain
in the General Account and in each division after the transfer is specified on
Page 3. No amounts under this minimum amount may be transferred out of any
division of the Separate Account unless such lesser amount constitutes the
entire balance. A transfer charge as specified on Page 3 will be imposed each
time amounts are transferred, except with respect to policy loans and the first
12 transfers of each Policy Year. The transfer charge will be deducted from the
amount that is transferred. We will make transfers so that the Accumulation
Value on the date of transfer will not be affected by the transfer except to the
extent of the transfer charge. You may make up to 20 transfers per Policy Year.
We may revoke or modify the transfer privilege at any time.

As long as any portion of the policy's Accumulation Value is allocated to a
division of the Separate Account, the policy's Accumulation Value and Cash Value
will reflect the investment performance of the chosen division(s) of the
Separate Account. The Death Benefit may also reflect the performance of the
chosen division(s) of the Separate Account.

At any time, You may transfer 100% of the policy's Accumulation Value to the
General Account.

No transfer charge will be imposed for a transfer of the total Accumulation
Value in the Separate Account to the General Account. However, any transfer from
the General Account to the division(s) of the Separate Account will be subject
to the transfer charge.

Optional Features - Dollar Cost Averaging and Automatic Portfolio Rebalancing
are two optional features available under the policy. You may not elect to have
Dollar Cost Averaging and Automatic Portfolio Rebalancing at the same time.
Transfers and/or adjustments pursuant to either of these features will occur on
the Monthly Anniversary Day in the month in which the transaction is to take
place or the next succeeding business day if the Monthly Anniversary Day falls
on a holiday or a weekend. The applicable authorization form must be on file
with Us before either feature may begin. Neither feature guarantees profits nor
protects against losses. These features are currently available at no charge,
however, We reserve the right to assess a charge to either or both of these
features, no greater than cost and with 30 days advance notice to You. We
reserve the right to modify the terms and conditions of these features upon 30
days advance notice to You.

Dollar Cost Averaging - Under this feature, You deposit a "Designated Amount",
subject to a minimum of $3,000, into a "Repository Account" (Money Market
Division of the Separate Account or the General Account) and elect to have a
specified "Periodic Transfer Amount" automatically transferred to one or more
divisions of the Separate Account on a monthly, quarterly or semi-annual basis.
This feature allows You to systematically allocate Net Premiums to divisions of
the Separate Account at various prices which may be higher or lower than the
price You would pay if You allocated the entire amount at one time and at one
price. Each Periodic Transfer Amount is subject to a minimum of $250. A minimum
of 5% of the Periodic Transfer Amount must be transferred to any specified
division. We reserve the right to change these minimum amounts at Our
discretion. If a transfer would reduce Accumulation Value in the Repository
Account to less than the Periodic Transfer Amount, We reserve the right to
include such remaining Accumulation Value in the amount transferred.

The feature will continue until You give notification of cancellation of the
feature.


D5480                                Page 18
<PAGE>

SEPARATE ACCOUNT PROVISIONS (CONT'D)

Automatic Portfolio Rebalancing - This feature provides a method for
establishing fixed proportions between various types of allocations on a
systematic basis. Under this feature, Your allocation between divisions of the
Separate Account and the General Account will be automatically re-adjusted to
the desired allocation, subject to a minimum of 5% per division or General
Account, on a quarterly, semi-annual or annual basis. Automatic readjustments
will continue until You provide Us with notification of a change in allocation
or cancellation of the feature.

Addition, Deletion, or Substitution of Investments - We reserve the right,
subject to compliance with applicable law, to make additions to, deletions from,
or substitutions for the shares of a series that are held by the Separate
Account or that the Separate Account may purchase. We reserve the right to
eliminate the shares of any series of the Funds and to substitute shares of
another series of the Funds or of another open-ended, registered investment
company, if the shares or series are no longer available for investment or if in
our judgment, further investment in any eligible series should become
inappropriate in view of the purposes of the policy. We will not substitute any
shares attributable to Your interest in a division of the Separate Account
without notice to You and prior approval of the Securities and Exchange
Commission, to the extent required by the Investment Company Act of 1940. This
shall not prevent the Separate Account from purchasing other securities for
other series or classes of policies, or from permitting conversion between
series or classes of policies or contracts on the basis of requests made by
policyowners.

We reserve the right to establish additional divisions of the Separate Account,
each of which would invest in a new series of the Funds or in shares of another
open-end, registered investment company. We reserve the right to eliminate
existing divisions of the Separate Account. We also reserve the right to
transfer assets of the Separate Account to another Separate Account of Ours or
of an affiliated life insurance company.

If We consider it to be in the best interest of persons having voting privileges
under the policies, the Separate Account may be operated as a management company
under the Investment Company Act of 1940; or it may be reregistered under that
Act in the event registration is no longer required or it may be combined with
other separate accounts.


D5500                                Page 19
<PAGE>

POLICY LOAN PROVISIONS

Policy Loans - A loan will be granted at any time, upon the sole security of the
portion of the Cash Value required to repay the loan. Any prior Debt to Us
against the policy will be deducted from the amount available for loan.

You may allocate the policy loan among the General Account and the divisions of
the Separate Account. If You do not specify the allocation, then the policy loan
will be allocated among the General Account and the divisions of the Separate
Account in the same proportion that the Accumulation Value in the General
Account, less any Debt, and the Accumulation Value in each division bears to the
total Accumulation Value of the policy, less any Debt, on the date of the policy
loan. Accumulation Value in each division equal to the policy loan allocated to
each division will be transferred to the General Account and reduce the
Accumulation Value in that division. If loan interest is not paid when due, an
amount of Accumulation Value equal to the loan interest will also be
transferred.

If the Debt exceeds the policy's Accumulation Value in the General Account, We
will transfer Accumulation Value equal to the excess Debt from the divisions of
the Separate Account to the General Account as security for the excess Debt. The
amount transferred will be allocated among the divisions in the same proportion
that the Accumulation Value in each division bears to the policy's total
Accumulation Value in all divisions of the Separate Account.

Types of Policy Loans - There are two (2) types of policy loans which We will
grant to You - Type A and Type B. The type of loan which We will grant depends
upon the amount of unloaned Type A balance available at the time the loan is
taken. The unloaned Type A balance is the Cash Value, less the threshold, and
less the sum of any outstanding Type A loans as defined below. The threshold is
as shown on Page 3 and is the Guideline Single Premium for the policy at issue
as defined in Section 7702 of the Internal Revenue Code of 1986 entitled "Life
Insurance Contract Defined." If the Specified Amount increases, the threshold
will be increased to the threshold at issue times the ratio of the largest
Specified Amount ever existing on the policy to the initial Specified Amount. If
the Specified Amount decreases, the threshold will not change.

A Type A loan is a policy loan granted by Us when the unloaned Type A balance
before the loan is taken exceeds the loan requested. A Type B loan is a policy
loan granted by Us when the unloaned Type A balance before the loan is taken is
less than or equal to zero.

When the unloaned Type A balance before the loan is taken exceeds zero, but is
less than the loan requested, a Type A loan equal to the unloaned Type A balance
will be granted by Us. The remainder of the requested loan will be a Type B
loan.

We will grant a Type A loan first before a Type B loan. Once a policy loan is
granted, it remains a Type A or a Type B until it is repaid.

Policy Loan Interest - The interest charged by Us on a policy loan depends upon
the type of loan granted and the Attained Age of the Insured. The policy loan
interest rates are as shown on Page 3.

Interest accrues on a daily basis from the date of the loan and is compounded
annually. Interest is payable at the end of each Policy Year. Interest unpaid on
a policy anniversary is added to and becomes part of the loan principal and
bears interest at the same rate.

Policy Loan Repayment - Any Debt may be repaid, in whole or in part, at any time
while the policy is in force. Repayments will be used to reduce policy loans
until fully paid in the following order:

(1) Any or all Type B Loans: then
(2) Any or all Type A Loans.

When a loan repayment is made, Accumulation Value securing the Debt in the
General Account equal to the loan repayment will be allocated among the General
Account and divisions of the Separate Account using the same percentages used to
allocate Net Premiums.

If the total Debt equals or exceeds the Cash Value at any time, the policy will
terminate. The policy will not terminate until 61 days after notice has been
mailed to You and to the assignee, if any, at the address last reported to Us.


D5500                                Page 20
<PAGE>

PAYMENT OPTIONS

Election of an Option - Any proceeds to be paid under the policy may be paid as
a lump sum or as an income under any one of the options stated below. The
election of an option or change of prior election must be made in writing to Us
at Our Service Office. If an option is not chosen by You prior to the death of
the Insured, the primary Beneficiary may make such election.

Unless We agree otherwise, any such payments will be made only to a natural
person taking in his own right. An option may be elected only if the amount of
the proceeds is $25,000 or more. We may change the interval of payments to 3, 6,
or 12 months, if necessary to increase the guaranteed payments to at least
$250.00 each.

Option A - Installments of a Specified Amount - Payments of an agreed amount to
be made each month until the proceeds and interest are exhausted.

Option B - Installments for a Specified Period - Payments to be made each month
for an agreed number of years.

Option C - Life Income - Payments to be made each month for the lifetime of the
Payee. It is guaranteed that payments will be made for a minimum of 10, 15, or
20 years as agreed upon. Calculations are based on the 1937 Standard table with
a one year setback for males and a six year setback for females. The interest
rate used is 2.5%.

Option D - Interest - Payment of interest on the proceeds held by Us. The amount
of interest payment is calculated at the compound rate of 3% per year. Interest
payments will be made in 12-, 6-, 3- or 1-month intervals as agreed upon.

Supplementary Contract - When the proceeds of the policy become payable, a
supplementary contract setting forth the terms of the option chosen will be
issued to the Payee. The first payment under Option A, B, or C shall be payable
on the effective date of such option. The first payment under Option D shall be
payable at the end of the first agreed payment interval.

Interest - The interest rate for Options A, B, and D will not be less than 3%
per year. The interest rate for Option C will not be less than 2 .5% per year.
Interest in addition to that stated may be paid or credited from time to time
under any option but only at Our sole discretion.

Withdrawal Value - Unless otherwise stated in the election of an option, the
Payee shall have the right to receive the Withdrawal Value under that option.

For Options A and D the Withdrawal Value shall be any unpaid balance of proceeds
plus interest.

For Option B the Withdrawal Value shall be the commuted value of the remaining
payments. Such value will be calculated on the same basis as the original
payments.

For Option C the Withdrawal Value shall be the commuted value of any remaining
guaranteed payments. In this event the payments will be resumed at the end of
the guaranteed period if the Payee should be alive on that date. The payments
will then continue for the lifetime of the Payee.

Under any of these options, the Payee shall have the right to receive the
Withdrawal Value in partial amounts. However, the partial amounts shall not be
less than the smaller of the Withdrawal Value or $100.

Death of Payee - If the Payee dies before the proceeds are exhausted or the
prescribed payments made, a final payment will be made in one sum to the estate
of the last surviving Payee. The amount to be paid will be calculated as
described for the applicable option in the Withdrawal Value provision.

Limitations on Rights of Payee and Claims of Creditors - Neither the amount
retained under an option nor any payment made under an option can be assigned or
pledged. To the extent permitted by law such amounts or payments shall not be
subject to claims of creditors or legal process.


D5590                                Page 21
<PAGE>

                               SETTLEMENT OPTIONS
               TABLES OF MONTHLY INSTALLMENTS UNDER OPTION B OR C

Monthly installments are shown for each $1,000 of net proceeds applied. The ages
shown are ages nearest birthday when the first monthly installment is payable.

                                 OPTION B TABLE
                       INSTALLMENTS FOR A SPECIFIED PERIOD

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Years      Monthly      Years      Monthly      Years      Monthly       Years     Monthly     Years     Monthly
         Installment             Installment             Installment             Installment           Installment
- --------------------------------------------------------------------------------------------------------------------
<S>        <C>           <C>       <C>           <C>        <C>           <C>       <C>         <C>       <C>
1          $84.47         7        $13.16        13         $7.71         19        $5.73       25        $4.71
2           42.86         8         11.68        14          7.26         20         5.51       26         4.59
3           28.99         9         10.53        15          6.87         21         5.32       27         4.48
4           22.06        10          9.61        16          6.53         22         5.15       28         4.37
5           17.91        11          8.86        17          6.23         23         4.99       29         4.27
6           15.14        12          8.24        18          5.96         24         4.84       30         4.18
</TABLE>

Multiply the monthly installment by 11.84 for annual, by 5.96 for semi-annual or
by 2.99 for quarterly installments.
- --------------------------------------------------------------------------------

                                 OPTION C TABLE
                                   LIFE INCOME

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
   Attained                                          Attained
 Age of Payee          MONTHLY INSTALLMENTS        Age of Payee          MONTHLY INSTALLMENTS
- -----------------------------------------------------------------------------------------------------
                           GUARANTEED                                          GUARANTEED
                 ------------------------------                     -------------------------------
Male    Female   10 Years   15 Years   20 Years    Male    Female   10 Years   15 Years    20 Years
- -----------------------------------------------------------------------------------------------------
<S>      <C>      <C>         <C>        <C>     <C>      <C>         <C>        <C>        <C>
16 or    21 or
Under    Under    $2.83       $2.82      $2.81      51       56       $4.60      $4.44      $4.24
17        22       2.85        2.84       2.84      52       57        4.69       4.52       4.30
18        23       2.88        2.87       2.86      53       58        4.79       4.60       4.36
19        24       2.90        2.89       2.88      54       59        4.90       4.69       4.41
20        25       2.93        2.92       2.91      55       60        5.01       4.77       4.47
21        26       2.95        2.95       2.93      56       61        5.12       4.86       4.53
22        27       2.98        2.97       2.96      57       62        5.23       4.94       4.59
23        28       3.01        3.00       2.99      58       63        5.35       5.03       4.64
24        29       3.04        3.03       3.02      59       64        5.48       5.12       4.70
25        30       3.08        3.07       3.05      60       65        5.61       5.21       4.75

26        31       3.11        3.10       3.08      61       66        5.74       5.30       4.80
27        32       3.14        3.13       3.11      62       67        5.87       5.39       4.85
28        33       3.18        3.17       3.15      63       68        6.01       5.48       4.90
29        34       3.22        3.20       3.18      64       69        6.16       5.56       4.94
30        35       3.26        3.24       3.22      65       70        6.30       5.65       4.98
31        36       3.30        3.28       3.25      66       71        6.45       5.73       5.02
32        37       3.34        3.32       3.29      67       72        6.60       5.82       5.05
33        38       3.39        3.36       3.33      68       73        6.76       5.90       5.09
34        39       3.43        3.41       3.37      69       74        6.91       5.97       5.12
35        40       3.48        3.45       3.41      70       75        7.07       6.05       5.14

36        41       3.53        3.50       3.45      71       76        7.23       6.12       5.17
37        42       3.59        3.55       3.50      72       77        7.38       6.18       5.19
38        43       3.64        3.60       3.54      73       78        7.54       6.24       5.20
39        44       3.70        3.65       3.59      74       79        7.69       6.30       5.22
40        45       3.76        3.71       3.64      75       80        7.84       6.35       5.23
41        46       3.82        3.77       3.69      76       81        7.98       6.39       5.24
42        47       3.88        3.82       3.74      77       82        8.13       6.43       5.25
43        48       3.95        3.88       3.79      78       83        8.26       6.47       5.26
44        49       4.02        3.95       3.84      79       84        8.39       6.50       5.26
45        50       4.09        4.01       3.90   80 or    85 or        8.51       6.53       5.27
46        51       4.17        4.08       3.95    Over     Over
47        52       4.25        4.15       4.01
48        53       4.33        4.22       4.07
49        54       4.42        4.29       4.12
50        55       4.50        4.37       4.18
</TABLE>

Multiply the monthly installment by 11.80 for annual, 5.93 for semi-annual or by
2.98 for quarterly installments.

ENDORSEMENTS:


D5590                                Page 22
<PAGE>

                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
        Adjustable Death Benefit Payable Only On The Death Of The Insured
   Premium Payments May Be Made Until The Earlier Of The Death Of The Insured
                        Or The Insured's Attained Age 100
               The Specified Amount May Be Increased or Decreased
               Additional Benefits, if Any, As Indicated On Page 3
                    Some Benefits Reflect Investment Results
                        Non-Participating - No Dividends




                                          April 12, 2000

Jefferson Pilot Financial Insurance Company
One Granite Place
Post Office Box 515
Concord,  New Hampshire  03301

    RE: JPF Separate Account A - Registration Statement on Form S-6 Ensemble III
        Flexible Premium Variable Universal Life Insurance Policy

Gentlepersons:

I am an attorney licensed to practice law in the State of New Hampshire and am
Associate Counsel to Jefferson Pilot Financial Insurance Company ("JP
Financial"), a New Hampshire corporation. This opinion is furnished in
connection with the filing by JP Financial of the above-described Registration
Statement by JPF Separate Account A (the "Separate Account") of an indefinite
number of units of interest ("Units") of the Ensemble III individual flexible
premium variable life insurance policy (the "Policy").

I have examined or am familiar with the corporate charter, by-laws, and other
corporate records of JP Financial as I considered appropriate.

On the basis of the foregoing and such examination of law as I have deemed
necessary, it is my opinion that:

      1. JP Financial is a corporation duly organized and validly existing under
the laws of the State of New Hampshire.

      2. The Separate Account was duly created pursuant to the provisions of New
Hampshire RSA 408:23-26 and the regulations thereunder.

      3. The assets of the Separate Account will be owned by JP Financial; JP
Financial is not a trustee with respect thereto. Under New Hampshire law, the
income, gains and losses, whether realized or unrealized, from assets allocated
to the Separate Account must be credited to or charged against such account,
without regard to the other income, gains or losses of JP Financial. Contractual
obligations with respect ot the

<PAGE>

Jefferson Pilot Financial Insurance Company
Page Two
April 12, 2000

Separate Account constitute corporate obligations of JP Financial. The specific
amounts payable from accumulations in the Separate Account in accordance with
the Policy will depend upon the investment experience of the Separate Account.

      4. The Policy will provide that the portion of the assets of the Separate
Account equal to the reserves and other liabilities of the Separate Account
shall not be chargeable with liabilities arising out of any other business JP
Financial may conduct and that JP Financial reserves the right to transfer
assets of the Separate Account in excess of such reserves and policy liabilities
to the general account of JP Financial.

      5. When executed, the Policy (including any Units when duly credited
thereunder) will have been duly authorized and the Policy (including any such
Units) will constitute a validly issued and binding obligation of JP Financial
in accordance with its terms. The Policy described in the prospectus contained
with the Registration Statement will be subject only to the deductions, charges
and fees set forth in the prospectus.

I hereby consent to the use of this opinion as an Exhibit to the Registration
Statement.

                                          Sincerely yours,


                                          /s/ Charlene Grant

                                          Charlene Grant
                                          Assistant Vice President and
                                          Associate Counsel






                                                                   Exhibit 99.B6

April 12, 2000

Jefferson Pilot Financial Insurance Company
One Granite Place
Post Office Box 515
Concord,  New Hampshire  03301

Gentlemen:

This opinion is furnished in connection with the registration by Jefferson Pilot
Financial Insurance Company ("JP Financial") on Form S-6 ("Registration
Statement") of interests in JPF Separate Account A ("Separate Account A") under
its Ensemble III flexible premium variable life insurance policy (the "Policy").

I am familiar with the terms of the Policy, the Registration Statement and the
Exhibits thereto. In my opinion:

1. The illustrations of death benefits, accumulation value and surrender value
   for the Policy in Appendix A of the prospectus, based on the assumptions
   stated in the illustrations, are consistent with the provisions of the
   Policy.

   The Policy has not been designed so as to make the relationship between
   premiums and benefits, as shown in the illustrations, appear
   disproportionately more favorable to prospective purchasers of the Policy for
   non-smoker standard risk males age 40 than to prospective purchasers of the
   Policy for males at other ages or in other underwriting classes or for
   females. The particular illustrations shown were not selected for the purpose
   of making this relationship appear more favorable. Generally, the rates for
   non-smokers are lower than for smokers and the rates for females are lower
   than for males.

2. The illustrations of death benefits, accumulation value and surrender value
for the Policy, based on the net return of the twenty divisions of the Separate
Account and the assumptions stated within the examples, are consistent with the
provisions of the Policy.

The illustrations in appendix A have not been designed so as to make the
relationship between premiums and benefits appear disproportionately more
favorable to prospective

<PAGE>

purchasers of the Policy for non-smoker standard risk males age 40 than to
prospective purchasers of the Policy males at other ages or in other
underwriting classes or for females. Generally, the rates for non-smokers are
lower than for smokers and the rates for females are lower than for males.

3. The illustrations set forth in appendix A of the prospectus contain both the
current and guaranteed rates of cost of insurance charges to be used for those
Policies for non-smoker standard risk males of illustrated ages.

These rates have not been designed so as to make the relationship between
current and guaranteed rates appear disproportionately more favorable to
prospective purchasers of Policies for the ages illustrated than for males of
other ages of underwriting classes or for females. The particular rates shown
were not selected because they were more favorable than for males of other ages
or underwriting classes or for females. The particular illustrations shown were
not selected for the purpose of making this relationship appear more favorable.
Generally, the rates for non-smokers are lower than for smokers and the rates
for females are lower than for males.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the heading "Experts" in the
prospectus.

Sincerely,


/s/ Richard C. Dielensnyder

Richard C. Dielensnyder, FSA, MAAA
Vice President





                         CONSENT OF INDEPENDENT AUDITORS

      We consent to the reference to our firm under the caption "Independent
Auditors" and to the use of our reports dated February 4, 2000 with respect to
the financial statements of Jefferson Pilot Financial Insurance Company and
subsidiary and March 23, 2000 with respect to the financial statements of JPF
Separate Account A in Pre-Effective Amendment No. 1 to the Registration
Statement (Form S-6 No. 333-93367) and related Prospectus for the registration
of units of interest in the JPF Separate Account A under individual flexible
premium variable life insurance policies offered by Jefferson Pilot Financial
Insurance Company.

                                                           /s/ ERNST & YOUNG LLP

Greensboro, North Carolina
April 18, 2000


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