JPF SEPARATE ACCOUNT A OF JEFFERSON PILOT FINANCIAL INS CO
S-6, 2000-08-21
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    As filed with the Securities and Exchange Commission on August 21, 2000

                                                               FILE NO. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    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>


                                November 1, 2000

                                  Ensemble Exec

                             JPF Separate Account A

                 Flexible Premium Variable Life Insurance Policy

                   JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
  SERVICE OFFICE: One Granite Place, Concord, New Hampshire 03301 800-258-3648

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

This Prospectus describes the Ensemble Exec Variable Life Insurance Policy
("Ensemble Exec" 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") and designed primarily for use on a
multi-life basis when the insured people share a common employment or business
relationship. 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 Net Accumulation Value is insufficient to pay a Monthly
Deduction. 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
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 Exec 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
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                     Page
                                                     -----
<S>                                                 <C>
DEFINITIONS .......................................    3
POLICY SUMMARY ....................................    4
THE SEPARATE ACCOUNT ..............................    5
CHARGES & FEES ....................................    6
 Charges & Fees Assessed Against
  Premium .........................................    6
 Charges & Fees Assessed Against
  Accumulation Value ..............................    6
 Charges & Fees Assessed Against the
  Separate Account ................................    7
 Charges Assessed Against the Underlying
  Funds ...........................................    8
ALLOCATION OF PREMIUMS ............................    9
 The Portfolios ...................................    9
 Investment Advisers for each of the
  Funds ...........................................   10
 Mixed and Shared Funding; Conflicts of
  Interest ........................................   11
 Fund Additions, Deletions or Substitutions .         11
General Account ...................................   12
POLICY CHOICES ....................................   12
 General ..........................................   12
 Detailed Information about the Policy ............   12
 Premium Payments .................................   13
 Modified Endowment Contract ......................   13
 Compliance with the Internal Revenue
  Code ............................................   13
 Death Benefit Options ............................   14
 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 .....................................   18
 Surrenders .......................................   18
 Withdrawals ......................................   18
 Grace Period .....................................   19
 Reinstatement of a Lapsed or Terminated
  Policy ..........................................   19

</TABLE>
<TABLE>
<CAPTION>
                                                    Page
                                                    -----
<S>                                                 <C>
 Coverage Beyond Insured's Attained
  Age 100 .........................................   19
 Right to Defer Payment ...........................   19
 Policy Loans .....................................   20
 Policy Changes ...................................   21
 Right of Policy Examination ......................   22
 Supplemental Benefits ............................   22
DEATH BENEFIT .....................................   23
POLICY SETTLEMENT .................................   23
 Settlement Options ...............................   24
THE COMPANY .......................................   25
DIRECTORS & OFFICERS ..............................   26
ADDITIONAL INFORMATION ............................   27
 Reports to Policyowners ..........................   27
 Right to Instruct Voting of Fund Shares ..........   27
 Disregard of Voting Instructions .................   28
 State Regulation .................................   28
 Legal Matters ....................................   28
 The Registration Statement .......................   28
 Financial Statements .............................   28
 Employment Benefit Plans .........................   28
 Distribution of the Policy .......................   28
 Independent Auditors .............................   29
GROUP OR SPONSORED ARRANGEMENTS                       29
TAX MATTERS .......................................   29
 General ..........................................   29
 Federal Tax Status of the Company ................   29
 Life Insurance Qualification .....................   30
 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
</TABLE>


--------------------------------------------------------------------------------
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.


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.


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 Net Accumulation Value is insufficient to cover the current
Monthly Deduction. 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.


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 an Acquisition Charge of
$.40 per $1000 of Specified Amount in Years 1 through 10.

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


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


Net Accumulation Value: Accumulation Value less Policy Debt.


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.


                                        3
<PAGE>


Policy Debt: The principal of any loans outstanding against the Policy, plus
the accrued loan interest which has not been paid.


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


Premium Load: A charge we assess against premium payments.


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.


Refund of Sales Charges: A refund we make of all first-year acquisition
charges, Premium Load and administrative charges you paid if you surrender your
Policy in the first two Policy Years.


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 Value: Net Accumulation Value plus Refund of Sales Charges if the
surrender occurs in the first two Policy years.


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.

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.

We designed Ensemble Exec primarily to be used in multi-life situations where
the insureds share common employment or have a business relationship. The
Policy may be owned individually or by a corporation, trust, association or
other similar entity. You may use the Policy to informally fund non-qualified
executive deferred compensation, salary continuation plans, retiree medical
benefits or other purposes.

Charges and fees will be assessed against premium payments, Accumulation Value,
the Separate Account, the underlying Funds and upon partial withdrawals.


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.

                                        4
<PAGE>

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 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 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.

                                        5
<PAGE>

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
      (1.0% in Oregon and 2.35% in California).


    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.


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


>   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 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 ten Policy Years equal to
    0.6% of the Load Basis Amount, plus


    iv) the cost of optional benefits provided by rider.


    v) a monthly acquisition charge during the first 120 months following any
    increase in Specified Amount.


    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.

                                        6
<PAGE>

    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 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 0.6% of the Load Basis Amount in Policy Years 1
    through 10 (7.2% annually). 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 $.40 per $1000 of Specified Amount in years 1 through
    10. This charge does not vary with the amount of premium paid. We will also
    deduct a pro-rated acquisition charge on increases in Specified Amount. 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 compensates us
    for total sales expenses for the year. To the extent sales expenses in any
    policy year are not recovered by the Acquisition 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.


    Refund of Sales Charges. If you surrender your Policy within the first two
    policy years, we will refund to you all first-year acquisition charges,
    Premium Load and administrative charges you paid.

    This guaranteed refund is available only upon surrender in the first two
    Policy Years. If the Policy has additional coverage due to a Supplementary
    Coverage Rider, the refund of Premium Load and Administrative Charges will
    be reduced by the percentage of total coverage that is due to the
    Supplementary Coverage 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 0.40% 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.


                                        7
<PAGE>

>   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.

    Jefferson Pilot Variable Fund, Inc.

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

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

    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:

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

<TABLE>
<CAPTION>
                            Credit       MFS          MFS
                            Suisse     Emerging      Money
         Net Assets         Value       Growth       Market
    --------------------   --------   ----------   ---------
    <S>                    <C>            <C>      <C>
    First $100 Million     .50%           .40%     .30%
    Next $100 million      .50%           .40%     .30%
    Next $300 million      .50%           .40%     .25%
    Over $500 million      .50%           .40%     .25%
    Over $1 billion        .50%           .40%     .25%
</TABLE>

<TABLE>
<CAPTION>
                             MFS
                             High        Janus      Barclay's
         Net Assets          Yield      Balanced     S&P 500
    --------------------   ---------   ----------   ----------
    <S>                    <C>             <C>      <C>
    First $100 Million     .40%            .55%      .05%
    Next $100 million      .40%            .50%      .05%
    Next $300 million      .40%            .50%      .05%
    Over $500 million      .40%            .45%     .025%
    Over $1 billion        .40%            .45%      .01%
</TABLE>

<TABLE>
<CAPTION>
                                      Lombard Odier
                           Strong     International
          Net Assets       Growth        Equity
    -------------------   --------   --------------
    <S>                   <C>               <C>
    First $25 million     .60%             .50%
    Next $75 million      .50%             .50%
    Next $50 million      .40%             .50%
    Over $150 million     .30%             .50%
</TABLE>

    Templeton International Securities Fund: Class 2.


<TABLE>
<CAPTION>
                                                           Total
                       Other                              Annual
                     Expenses         Distribution        Expenses
     Management   (After Expense           Fee         (After Expense
       Fee        Reimbursement)         (12b-1)        Reimbursement)
    ------------   ----------------   --------------   ---------------
    <S>               <C>               <C>              <C>
    .69%              .19%              .25%             1.13%
</TABLE>



    The fund's class 2 distribution plan or "rule 12b-1 plan" is described in
    the fund's prospectus. On 2/8/00, shareholders approved a merger and
    reorganization that combined the fund with the Templeton International
    Equity Fund, effective 5/1/00. The shareholders of that fund had approved
    new management fees, which apply to the combined fund effective 5/1/00. The
    table shows restated total expenses based on the new fees and the assets of
    the fund as of 12/31/99, and not the assets of the combined fund. However,
    if the table reflected both the new fees and the combined assets, the fund's
    expenses after 5/1/00 would be estimated as: Management Fees 0.65%,
    Distribution and Service Fees 0.25%, Other Expenses 0.20%, and Total Fund
    Operating Expenses 1.10%.


    Fidelity VIP and VIP II


<TABLE>
<CAPTION>
                                                     Total
                        Management       Other       Annual
    Fidelity VIP           Fee         Expenses     Expenses
    ------------      ------------   ----------   ---------
    <S>                     <C>           <C>      <C>
    Equity-Income           .48%          .08%     .56%
    Growth                  .58%          .07%     .65%

    Fidelity VIP II
    ---------------
    Contrafund              .58%          .07%     .65%
</TABLE>



    MFS Variable Insurance Trust



<TABLE>
<CAPTION>
                                                           Total
                              Management       Other       Annual
                                  Fee        Expenses     Expenses
                              ------------   ----------   ---------
    <S>                           <C>           <C>      <C>
    MFS Research Series           .75%          .11%     .86%
    MFS Utilities Series          .75%          .16%     .91%
</TABLE>



    Oppenheimer Variable Account Funds



<TABLE>
<CAPTION>
                                                             Total
                                Management       Other       Annual
                                    Fee        Expenses     Expenses
                               ------------   ----------   ---------
    <S>                        <C>            <C>          <C>
    Strategic Bond Fund/VA          .74%          .04%     .78%
    Bond Fund/VA                    .72%          .01%     .75%
</TABLE>


    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.


                                        8
<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 Accumulation and Surrender
    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.

    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[TM] 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.

                                        9
<PAGE>

    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. The fund
      will invest in equity securities of companies located outside the U.S.,
      including those in emerging markets.


    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

                                       10
<PAGE>


    Advisory"), an affiliate of the Company. JP Investment Advisory and JPVF
    have contracted with nine unaffiliated companies to act as sub-investment
    advisers 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 Investment Council, Inc.
      ("TICI")


    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 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;

                                       11
<PAGE>

    (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 Prospectuses 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 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. The Policy is issued on a guaranteed
    issue, simplified issue or a fully-underwritten basis. For a fully
    underwritten Policy, the Insured must be no older than age 85. For a
    simplified issue or guaranteed issue Policy, the Insured must be no younger
    than age 15 and no older than age 70. 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 $25,000. 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.

>   DETAILED INFORMATION ABOUT THE POLICY

    This prospectus describes the standard Ensemble Exec flexible premium
    variable universal life insurance policy. There may be variations in your
    policy because of specific state requirements in the


                                       12
<PAGE>


    state where your Policy is issued. We will describe any such variations in
    your Policy or in Supplements to this Prospectus, as appropriate.


>   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).


    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 Net Accumulation 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.

    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.

                                       13
<PAGE>

    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 Service 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")


    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.


>   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.

    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)




<TABLE>
<CAPTION>
      Age      %      Age       %      Age       %       Age       %
    ------  ------   -----   ------   -----   ------   -------   -----
    <S>     <C>       <C>    <C>       <C>    <C>        <C>     <C>
    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
</TABLE>


    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

                                       14
<PAGE>

        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      Guideline
                                             Accumulation      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.

    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 Division
    or to the General Account at any time. Funds may be transferred between the
    Divisions or from the Divisions 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

                                       15
<PAGE>

    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 the Separate Account or you.


>   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 generally 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 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

                                       16
<PAGE>

    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 Portfolio'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.

    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.

                                       17
<PAGE>

>   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.

    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.


>   GENERAL ACCOUNT VALUE


    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.



>   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 Net
    Accumulation Value on the date of surrender; plus (b) a Refund of Sales
    Charges if the surrender takes place in the first two Policy Years.


    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
    Accumulation Value which you withdraw.


                                       18
<PAGE>


    The minimum amount of any withdrawal after the charge is applied is $500.
    The amount you withdraw cannot exceed the Net Accumulation Value.

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

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

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

    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 Net
    Accumulation 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".


    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.

    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

                                       19
<PAGE>

    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 Net Accumulation Value at the end of the Valuation Period during
    which the loan request is received.


    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 Accumulation Value, we will notify you and any
    assignee of record. You must make a payment within 61 days from the date
    Policy Debt exceeds Accumulation 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.

    If you have both a Type A and a Type B loan, we will apply repayments first
    to the Type B loan and

                                       20
<PAGE>

    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. 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 must be at least $25,000 for a fully underwritten issue and
        $5,000 for a simplified or guaranteed issue

    o   Any 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 120 months
        following the increase;


    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   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.

    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.

                                       21
<PAGE>


    If the change decreases the Specified Amount below the minimum of $25,000,
    we will increase the Specified Amount to $25,000.


    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. All riders are available in
    Policies issued on an individual basis. For Policies issued on a simplified
    issue or guaranteed issue basis, only the Supplementary Coverage Rider, the
    Death Benefit Maintenance Rider and the Guaranteed Death Benefit Rider are
    available.


    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.

                                       22
<PAGE>

    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")

    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

                                       23
<PAGE>

    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.

                                       24
<PAGE>

    the company
    ----------------------------------------------------------------------------


    Jefferson Pilot Financial Insurance Company ("JP Financial" or "the
    Company") is a stock life insurance company chartered in 1903 in Tennessee,
    redomesticated to New Hampshire in 1991 and redomesticated to Nebraska
    effective June 12, 2000. 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
    service center is 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 Nebraska
    law governing insurance.

    Effective August 1, 2000, Alexander Hamilton Life and Guarantee Life
    Insurance Company ("GLIC") merged with and into the Company, with the
    Company as the surviving entity. Both Alexander Hamilton Life and GLIC were
    affiliates of the Company. Alexander Hamilton Life was a stock life company
    initially organized under the laws of the State of North Carolina in 1981,
    and reincorporated in the State of Michigan in September 1995. GLIC was a
    stock life insurance company incorporated under the laws of the state of
    Nebraska. GLIC originally was organized in 1901 as a mutual assessment
    association and, after a period as a mutual life insurance company, became a
    stock life insurance company on December 26, 1995.

    Upon the merger, the existence of Alexander Hamilton Life and GLIC ceased,
    and the Company became the surviving company. GLIC did not have any separate
    accounts or insurance contracts registered with the SEC. All of the
    Contracts issued by Alexander Hamilton Life before the merger were, at the
    time of the merger, assumed by the Company. The merger did not affect any
    provisions of, or rights or obligations under, those Contracts.

    In approving the merger on July 14, 2000, the boards of directors of the
    Company, Alexander Hamilton Life, and GLIC determined that the merger of
    three financially strong stock life insurance companies would result in an
    overall enhanced capital position and reduced expenses, which, together,
    would be in the long-term interests of their respective contract owners. On
    July 14, 2000, the 100% stockholders of the Company, Alexander Hamilton Life
    and GLIC voted to approve the merger. In addition, the Nebraska Department
    of Insurance has approved the merger.


    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.

                                       25
<PAGE>

    directors and officers
    ----------------------------------------------------------------------------

                           MANAGEMENT OF JP FINANCIAL
                Executive Officers and Directors of JP Financial

                                    Directors

<TABLE>
<CAPTION>
                                   Principal Occupation and
    Name                           Business Address
    -------------------------------------------------------------------------------------------
    <S>                            <C>
    Robert D. Bates .............. Executive Director
                                   8801 Indian Hills Drive
                                   Omaha, Nebraska 68114
    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
    </TABLE>


                        Executive Officers (Other Than Directors)


    <TABLE>
    <CAPTION>
    Name                               Position
    ----                               --------
    <S>                                <C>
    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
    Bruce G. Parker, Jr. ............. Senior Vice President
    Hal B. Phillips, Jr. ............. Senior Vice President, Chief Life Actuary
    Hoyt J. Phillips ................. Senior Vice President
    Richard T. Stange ................ Senior Vice President, Deputy General Counsel
    James R. Abernathy ............... Vice President
    George Bentham ................... 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
    </TABLE>


                                       26
<PAGE>


<TABLE>
<CAPTION>
    Name                                   Position
    ----                                   --------
    <S>                                    <C>
    Kenneth S. Dwyer ...................   Vice President
    Peter N. Ellinwood .................   Vice President
    Ronald H. Emery ....................   Vice President
    Randal J. Freitag ..................   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
    Marvin L. Maynard ..................   Vice President
    Donna L. Metcalf ...................   Vice President
    W. Hardee 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
    </TABLE>


    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 Surrender 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

                                       27
<PAGE>

    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 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.


>   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

                                       28
<PAGE>

    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 the following: 35% of
    first year target premium and 10% of first year excess premium; 20% of
    second through fifth year target premium and 6% of excess premium; and 3% of
    sixth through tenth year premium for target and excess. 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 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.

                                       29
<PAGE>

>   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 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

                                       30
<PAGE>

    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) 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
    Accumulation 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 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

                                       31
<PAGE>

    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 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.

                                       32
<PAGE>

    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 Service 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

    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
    Service 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 Service 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.

                                       33
<PAGE>

                      [THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>


    appendix a
    ----------------------------------------------------------------------------


>   ILLUSTRATIONS OF ACCUMULATION VALUES, CASH VALUES AND DEATH BENEFITS


    Following are a series of tables that illustrate how the Accumulation
    Values, Surrender Values and Death Benefits of a policy change with the
    investment performance of the Portfolios. The tables show how the
    Accumulation Values, Surrender 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, Surrender 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 Surrender Value exceeds the Accumulation Value during the first two
    policy years due to the refund of Sales Charges feature.

    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
    Surrender Values of the Policy over the designated period. The Accumulation
    Values shown in the third column and the Surrender 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 Surrender
    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 Surrender 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 Surrender
    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 0.40%
    (0.60% guaranteed) thereafter.


                                       A-1
<PAGE>


    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 10.54%, 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 0.6% of the Load Basis
    Amount is per month in Policy Years 1 through 10 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 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, Surrender 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 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
    Surrender 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
          ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                 <C>       <C>
DEATH BENEFIT OPTION I:             ASSUMED HYPOTHETICAL GROSS ANNUAL
GUIDELINE PREMIUM TEST                 RATE OF RETURN(1): (Current)        12%    (10.54% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)     12%    (10.29% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):  $2,000
</TABLE>




<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>              <C>              <C>             <C>               <C>             <C>             <C>
   1            2,100              1,513          1,875           100,000             1,345          1,708          100,000
   2            4,305              3,169          3,531           100,000             2,798          3,160          100,000
   3            6,620              4,983          4,983           100,000             4,367          4,367          100,000
   4            9,051              6,981          6,981           100,000             6,065          6,065          100,000
   5           11,604              9,187          9,187           100,000             7,903          7,903          100,000
   6           14,284             11,628         11,628           100,000             9,895          9,895          100,000
   7           17,098             14,328         14,328           100,000            12,052         12,052          100,000
   8           20,053             17,313         17,313           100,000            14,387         14,387          100,000
   9           23,156             20,619         20,619           100,000            16,917         16,917          100,000
  10           26,414             24,271         24,271           100,000            19,659         19,659          100,000
  11           29,834             28,483         28,483           100,000            22,750         22,750          100,000
  12           33,426             33,142         33,142           100,000            26,116         26,116          100,000
  13           37,197             38,305         38,305           100,000            29,793         29,793          100,000
  14           41,157             44,036         44,036           100,000            33,833         33,833          100,000
  15           45,315             50,403         50,403           100,000            38,288         38,288          100,000
  16           49,681             57,446         57,446           100,000            43,212         43,212          100,000
  17           54,265             65,300         65,300           100,000            48,668         48,668          100,000
  18           59,078             74,063         74,063           100,000            54,731         54,731          100,000
  19           64,132             83,854         83,854           103,979(4)         61,491         61,491          100,000
  20           69,439             94,718         94,718           115,555(4)         69,060         69,060          100,000
  25          100,227            169,065        169,065           196,115(4)        122,320        122,320          141,892(4)
  30          139,522            293,704        293,704           314,263(4)        210,107        210,107          224,815(4)
  35          189,673            502,916        502,916           528,061(4)        355,015        355,015          372,766(4)
  40          253,680            848,413        848,413           890,834(4)        585,735        585,735          615,021(4)
  45          335,370          1,412,395      1,412,395         1,483,015(4)        942,874        942,874          990,017(4)
  50          439,631          2,352,140      2,352,140         2,375,662(4)      1,524,887      1,524,887        1,540,136(4)
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals 10.79% on the current basis and 10.54% on the guaranteed
    basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the
    corridor percentage. See "Death Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      A-3
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                 <C>       <C>
DEATH BENEFIT OPTION I:             ASSUMED HYPOTHETICAL GROSS ANNUAL
CASH VALUE ACCUMULATION TEST           RATE OF RETURN(1): (Current)         12%    (10.54% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)      12%    (10.29% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):   $2,000
</TABLE>




<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>              <C>            <C>               <C>                 <C>            <C>              <C>
   1            2,100              1,513          1,875           100,000             1,345          1,708          100,000
   2            4,305              3,169          3,531           100,000             2,798          3,160          100,000
   3            6,620              4,983          4,983           100,000             4,367          4,367          100,000
   4            9,051              6,981          6,981           100,000             6,065          6,065          100,000
   5           11,604              9,187          9,187           100,000             7,903          7,903          100,000
   6           14,284             11,628         11,628           100,000             9,895          9,895          100,000
   7           17,098             14,328         14,328           100,000            12,052         12,052          100,000
   8           20,053             17,313         17,313           100,000            14,387         14,387          100,000
   9           23,156             20,619         20,619           100,000            16,917         16,917          100,000
  10           26,414             24,271         24,271           100,000            19,659         19,659          100,000
  11           29,834             28,483         28,483           100,000            22,750         22,750          100,000
  12           33,426             33,142         33,142           100,000            26,116         26,116          100,000
  13           37,197             38,305         38,305           100,000            29,793         29,793          100,000
  14           41,157             44,036         44,036           100,000            33,833         33,833          100,000
  15           45,315             50,403         50,403           100,000            38,288         38,288          100,000
  16           49,681             57,411         57,411           109,720(4)         43,212         43,212          100,000
  17           54,265             65,126         65,126           121,339(4)         48,668         48,668          100,000
  18           59,078             73,607         73,607           133,756(4)         54,731         54,731          100,000
  19           64,132             82,934         82,934           147,058(4)         61,399         61,399          108,872(4)
  20           69,439             93,195         93,195           161,344(4)         68,616         68,616          118,792(4)
  25          100,227            161,694        161,694           250,500(4)        114,422        114,422          177,266(4)
  30          139,522            271,012        271,012           380,902(4)        181,298        181,298          254,810(4)
  35          189,673            442,344        442,344           574,567(4)        274,888        274,888          357,056(4)
  40          253,680            707,621        707,621           861,762(4)        403,506        403,506          491,401(4)
  45          335,370          1,114,125      1,114,125         1,292,376(4)        574,156        574,156          666,015(4)
  50          439,631          1,737,211      1,737,211         1,925,524(4)        804,215        804,215          891,392(4)
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals 10.79% on the current basis and 10.54% on the guaranteed
    basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".


THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      A-4
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                 <C>       <C>
DEATH BENEFIT OPTION II:            ASSUMED HYPOTHETICAL GROSS ANNUAL
GUIDELINE PREMIUM TEST                 RATE OF RETURN(1): (Current)        12%    (10.54% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)     12%    (10.29% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):  $2,000
</TABLE>



<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>              <C>            <C>               <C>                 <C>            <C>              <C>
   1            2,100              1,507          1,870           101,507             1,338          1,700          101,338
   2            4,305              3,152          3,514           103,152             2,774          3,136          102,774
   3            6,620              4,946          4,946           104,946             4,315          4,315          104,315
   4            9,051              6,915          6,915           106,915             5,971          5,971          105,971
   5           11,604              9,079          9,079           109,079             7,747          7,747          107,747
   6           14,284             11,464         11,464           111,464             9,654          9,654          109,654
   7           17,098             14,091         14,091           114,091            11,694         11,694          111,694
   8           20,053             16,982         16,982           116,982            13,874         13,874          113,874
   9           23,156             20,169         20,169           120,169            16,199         16,199          116,199
  10           26,414             23,670         23,670           123,670            18,673         18,673          118,673
  11           29,834             27,688         27,688           127,688            21,419         21,419          121,419
  12           33,426             32,098         32,098           132,098            24,341         24,341          124,341
  13           37,197             36,941         36,941           136,941            27,455         27,455          127,455
  14           41,157             42,264         42,264           142,264            30,776         30,776          130,776
  15           45,315             48,114         48,114           148,114            34,326         34,326          134,326
  16           49,681             54,459         54,459           154,459            38,117         38,117          138,117
  17           54,265             61,442         61,442           161,442            42,159         42,159          142,159
  18           59,078             69,107         69,107           169,107            46,456         46,456          146,456
  19           64,132             77,534         77,534           177,534            51,014         51,014          151,014
  20           69,439             86,809         86,809           186,809            55,837         55,837          155,837
  25          100,227            148,823        148,823           248,823            84,265         84,265          184,265
  30          139,522            248,787        248,787           348,787           120,383        120,383          220,383
  35          189,673            408,765        408,765           508,765           160,639        160,639          260,639
  40          253,680            664,997        664,997           764,997           198,557        198,557          298,557
  45          335,370          1,076,924      1,076,924         1,176,924           214,970        214,970          314,970
  50          439,631          1,743,367      1,743,367         1,843,367           178,653        178,653          278,653
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals 10.79% on the current basis and 10.54% on the guaranteed
    basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      A-5
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                 <C>       <C>
DEATH BENEFIT OPTION II:            ASSUMED HYPOTHETICAL GROSS ANNUAL
CASH VALUE ACCUMULATION TEST           RATE OF RETURN(1): (Current)        12%    (10.54% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)     12%    (10.29% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):  $2,000
</TABLE>



<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>              <C>            <C>               <C>                 <C>            <C>              <C>
   1            2,100              1,507          1,870           101,507             1,338          1,700          101,338
   2            4,305              3,152          3,514           103,152             2,774          3,136          102,774
   3            6,620              4,946          4,946           104,946             4,315          4,315          104,315
   4            9,051              6,915          6,915           106,915             5,971          5,971          105,971
   5           11,604              9,079          9,079           109,079             7,747          7,747          107,747
   6           14,284             11,464         11,464           111,464             9,654          9,654          109,654
   7           17,098             14,091         14,091           114,091            11,694         11,694          111,694
   8           20,053             16,982         16,982           116,982            13,874         13,874          113,874
   9           23,156             20,169         20,169           120,169            16,199         16,199          116,199
  10           26,414             23,670         23,670           123,670            18,673         18,673          118,673
  11           29,834             27,688         27,688           127,688            21,419         21,419          121,419
  12           33,426             32,098         32,098           132,098            24,341         24,341          124,341
  13           37,197             36,941         36,941           136,941            27,455         27,455          127,455
  14           41,157             42,264         42,264           142,264            30,776         30,776          130,776
  15           45,315             48,114         48,114           148,114            34,326         34,326          134,326
  16           49,681             54,459         54,459           154,459            38,117         38,117          138,117
  17           54,265             61,442         61,442           161,442            42,159         42,159          142,159
  18           59,078             69,107         69,107           169,107            46,456         46,456          146,456
  19           64,132             77,534         77,534           177,534            51,014         51,014          151,014
  20           69,439             86,809         86,809           186,809            55,837         55,837          155,837
  25          100,227            148,823        148,823           248,823            84,265         84,265          184,265
  30          139,522            248,787        248,787           349,665           120,383        120,383          220,383
  35          189,673            406,961        406,961           528,607           160,639        160,639          260,639
  40          253,680            651,939        651,939           793,950           198,557        198,557          298,557
  45          335,370          1,027,355      1,027,355         1,191,723           214,970        214,970          314,970
  50          439,631          1,602,802      1,602,802         1,776,546           178,653        178,653          278,653
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals 10.79% on the current basis and 10.54% on the guaranteed
    basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                       A-6
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                 <C>       <C>
DEATH BENEFIT OPTION III:           ASSUMED HYPOTHETICAL GROSS ANNUAL
GUIDELINE PREMIUM TEST                 RATE OF RETURN(1): (Current)         12%    (10.54% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)      12%    (10.29% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):   $2,000
</TABLE>



<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>              <C>            <C>               <C>               <C>            <C>              <C>
   1            2,100              1,506          1,869           102,000             1,336          1,698          102,000
   2            4,305              3,148          3,510           104,000             2,766          3,129          104,000
   3            6,620              4,938          4,938           106,000             4,298          4,298          106,000
   4            9,051              6,902          6,902           108,000             5,941          5,941          108,000
   5           11,604              9,060          9,060           110,000             7,699          7,699          110,000
   6           14,284             11,440         11,440           112,000             9,583          9,583          112,000
   7           17,098             14,063         14,063           114,000            11,597         11,597          114,000
   8           20,053             16,953         16,953           116,000            13,747         13,747          116,000
   9           23,156             20,142         20,142           118,000            16,038         16,038          118,000
  10           26,414             23,653         23,653           120,000            18,477         18,477          120,000
  11           29,834             27,690         27,690           122,000            21,188         21,188          122,000
  12           33,426             32,135         32,135           124,000            24,081         24,081          124,000
  13           37,197             37,035         37,035           126,000            27,174         27,174          126,000
  14           41,157             42,445         42,445           128,000            30,489         30,489          128,000
  15           45,315             48,424         48,424           130,000            34,057         34,057          130,000
  16           49,681             54,969         54,969           132,000            37,901         37,901          132,000
  17           54,265             62,230         62,230           134,000            42,044         42,044          134,000
  18           59,078             70,278         70,278           136,000            46,514         46,514          136,000
  19           64,132             79,221         79,221           138,000            51,340         51,340          138,000
  20           69,439             89,180         89,180           140,000            56,559         56,559          140,000
  25          100,227            158,959        158,959           184,393            90,825         90,825          150,000
  30          139,522            276,864        276,864           296,245           151,014        151,014          161,585
  35          189,673            474,767        474,767           498,505           258,357        258,357          271,275
  40          253,680            801,595        801,595           841,675           429,342        429,342          450,809
  45          335,370          1,335,110      1,335,110         1,401,866           694,111        694,111          728,816
  50          439,631          2,224,086      2,224,086         2,246,327         1,125,556      1,125,556        1,136,811
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals 10.79% on the current basis and 10.54% on the guaranteed
    basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                       A-7
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                 <C>       <C>
DEATH BENEFIT OPTION III:           ASSUMED HYPOTHETICAL GROSS ANNUAL
CASH VALUE ACCUMULATION TEST           RATE OF RETURN(1): (Current)         12%    (10.54% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)      12%    (10.29% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):   $2,000
</TABLE>




<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>              <C>            <C>               <C>                 <C>            <C>              <C>
   1            2,100              1,506          1,869           102,000             1,336          1,698          102,000
   2            4,305              3,148          3,510           104,000             2,766          3,129          104,000
   3            6,620              4,938          4,938           106,000             4,298          4,298          106,000
   4            9,051              6,902          6,902           108,000             5,941          5,941          108,000
   5           11,604              9,060          9,060           110,000             7,699          7,699          110,000
   6           14,284             11,440         11,440           112,000             9,583          9,583          112,000
   7           17,098             14,063         14,063           114,000            11,597         11,597          114,000
   8           20,053             16,953         16,953           116,000            13,747         13,747          116,000
   9           23,156             20,142         20,142           118,000            16,038         16,038          118,000
  10           26,414             23,653         23,653           120,000            18,477         18,477          120,000
  11           29,834             27,690         27,690           122,000            21,188         21,188          122,000
  12           33,426             32,135         32,135           124,000            24,081         24,081          124,000
  13           37,197             37,035         37,035           126,000            27,174         27,174          126,000
  14           41,157             42,445         42,445           128,000            30,489         30,489          128,000
  15           45,315             48,424         48,424           130,000            34,057         34,057          130,000
  16           49,681             54,969         54,969           132,000            37,901         37,901          132,000
  17           54,265             62,230         62,230           134,000            42,044         42,044          134,000
  18           59,078             70,278         70,278           136,000            46,514         46,514          136,000
  19           64,132             79,220         79,220           140,000            51,340         51,340          138,000
  20           69,439             89,105         89,105           154,263            56,559         56,559          140,000
  25          100,227            155,099        155,099           240,284            90,825         90,825          150,000
  30          139,522            260,435        260,435           366,036           145,730        145,730          204,820
  35          189,673            425,532        425,532           552,730           223,034        223,034          289,702
  40          253,680            681,165        681,165           829,542           329,360        329,360          401,104
  45          335,370          1,072,898      1,072,898         1,244,553           470,544        470,544          545,826
  50          439,631          1,673,349      1,673,349         1,854,740           660,934        660,934          732,580
</TABLE>



-------

(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals 10.79% on the current basis and 10.54% on the guaranteed
    basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                       A-8
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                 <C>        <C>
DEATH BENEFIT OPTION I:             ASSUMED HYPOTHETICAL GROSS ANNUAL
GUIDELINE PREMIUM TEST                 RATE OF RETURN(1): (Current)          6%    (4.54% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)       6%    (4.29% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):   $2,000
</TABLE>



<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>                <C>            <C>               <C>                <C>            <C>             <C>
   1            2,100              1,417          1,779           100,000             1,255          1,617          100,000
   2            4,305              2,882          3,245           100,000             2,532          2,894          100,000
   3            6,620              4,398          4,398           100,000             3,832          3,832          100,000
   4            9,051              5,974          5,974           100,000             5,153          5,153          100,000
   5           11,604              7,616          7,616           100,000             6,494          6,494          100,000
   6           14,284              9,333          9,333           100,000             7,855          7,855          100,000
   7           17,098             11,126         11,126           100,000             9,228          9,228          100,000
   8           20,053             12,997         12,997           100,000            10,609         10,609          100,000
   9           23,156             14,953         14,953           100,000            11,994         11,994          100,000
  10           26,414             16,989         16,989           100,000            13,375         13,375          100,000
  11           29,834             19,275         19,275           100,000            14,860         14,860          100,000
  12           33,426             21,648         21,648           100,000            16,338         16,338          100,000
  13           37,197             24,103         24,103           100,000            17,811         17,811          100,000
  14           41,157             26,647         26,647           100,000            19,274         19,274          100,000
  15           45,315             29,283         29,283           100,000            20,724         20,724          100,000
  16           49,681             31,969         31,969           100,000            22,152         22,152          100,000
  17           54,265             34,774         34,774           100,000            23,550         23,550          100,000
  18           59,078             37,691         37,691           100,000            24,905         24,905          100,000
  19           64,132             40,734         40,734           100,000            26,201         26,201          100,000
  20           69,439             43,917         43,917           100,000            27,423         27,423          100,000
  25          100,227             62,150         62,150           100,000            31,990         31,990          100,000
  30          139,522             86,325         86,325           100,000            31,699         31,699          100,000
  35          189,673            119,074        119,074           125,028(4)         16,851         16,851          100,000
  40          253,680            159,944        159,944           167,942(4)              0              0                0
  45          335,370            209,849        209,849           220,341(4)              0              0                0
  50          439,631            273,250        273,250           275,983(4)              0              0                0
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals 4.79% on the current basis and 4.54% on the guaranteed basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                       A-9
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                  <C>       <C>
DEATH BENEFIT OPTION I:             ASSUMED HYPOTHETICAL GROSS ANNUAL
CASH VALUE ACCUMULATION TEST           RATE OF RETURN(1): (Current)          6%    (4.54% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)       6%    (4.29% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):   $2,000
</TABLE>




<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>                <C>            <C>               <C>                <C>            <C>             <C>
   1            2,100              1,417          1,779           100,000             1,255          1,617          100,000
   2            4,305              2,882          3,245           100,000             2,532          2,894          100,000
   3            6,620              4,398          4,398           100,000             3,832          3,832          100,000
   4            9,051              5,974          5,974           100,000             5,153          5,153          100,000
   5           11,604              7,616          7,616           100,000             6,494          6,494          100,000
   6           14,284              9,333          9,333           100,000             7,855          7,855          100,000
   7           17,098             11,126         11,126           100,000             9,228          9,228          100,000
   8           20,053             12,997         12,997           100,000            10,609         10,609          100,000
   9           23,156             14,953         14,953           100,000            11,994         11,994          100,000
  10           26,414             16,989         16,989           100,000            13,375         13,375          100,000
  11           29,834             19,275         19,275           100,000            14,860         14,860          100,000
  12           33,426             21,648         21,648           100,000            16,338         16,338          100,000
  13           37,197             24,103         24,103           100,000            17,811         17,811          100,000
  14           41,157             26,647         26,647           100,000            19,274         19,274          100,000
  15           45,315             29,283         29,283           100,000            20,724         20,724          100,000
  16           49,681             31,969         31,969           100,000            22,152         22,152          100,000
  17           54,265             34,774         34,774           100,000            23,550         23,550          100,000
  18           59,078             37,691         37,691           100,000            24,905         24,905          100,000
  19           64,132             40,734         40,734           100,000            26,201         26,201          100,000
  20           69,439             43,917         43,917           100,000            27,423         27,423          100,000
  25          100,227             62,150         62,150           100,000            31,990         31,990          100,000
  30          139,522             85,218         85,218           119,772(4)         31,699         31,699          100,000
  35          189,673            112,263        112,263           145,820(4)         16,851         16,851          100,000
  40          253,680            143,410        143,410           174,649(4)              0              0                0
  45          335,370            178,792        178,792           207,397(4)              0              0                0
  50          439,631            219,256        219,256           243,023(4)              0              0                0
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals 4.79% on the current basis and 4.54% on the guaranteed basis.

(2) 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.

h(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      A-10
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                  <C>       <C>
DEATH BENEFIT OPTION II:            ASSUMED HYPOTHETICAL GROSS ANNUAL
GUIDELINE PREMIUM TEST                 RATE OF RETURN(1): (Current)          6%    (4.54% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)       6%    (4.29% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):   $2,000
</TABLE>




<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>                 <C>            <C>              <C>                <C>           <C>              <C>
   1            2,100              1,412          1,774           101,412             1,247          1,610          101,247
   2            4,305              2,867          3,229           102,867             2,510          2,873          102,510
   3            6,620              4,366          4,366           104,366             3,786          3,786          103,786
   4            9,051              5,918          5,918           105,918             5,074          5,074          105,074
   5           11,604              7,529          7,529           107,529             6,369          6,369          106,369
   6           14,284              9,206          9,206           109,206             7,668          7,668          107,668
   7           17,098             10,950         10,950           110,950             8,962          8,962          108,962
   8           20,053             12,761         12,761           112,761            10,244         10,244          110,244
   9           23,156             14,645         14,645           114,645            11,504         11,504          111,504
  10           26,414             16,594         16,594           116,594            12,730         12,730          112,730
  11           29,834             18,773         18,773           118,773            14,025         14,025          114,025
  12           33,426             21,016         21,016           121,016            15,274         15,274          115,274
  13           37,197             23,312         23,312           123,312            16,470         16,470          116,470
  14           41,157             25,664         25,664           125,664            17,603         17,603          117,603
  15           45,315             28,067         28,067           128,067            18,663         18,663          118,663
  16           49,681             30,442         30,442           130,442            19,633         19,633          119,633
  17           54,265             32,879         32,879           132,879            20,493         20,493          120,493
  18           59,078             35,356         35,356           135,356            21,218         21,218          121,218
  19           64,132             37,879         37,879           137,879            21,780         21,780          121,780
  20           69,439             40,453         40,453           140,453            22,148         22,148          122,148
  25          100,227             53,529         53,529           153,529            20,094         20,094          120,094
  30          139,522             66,089         66,089           166,089             7,583          7,583          107,583
  35          189,673             74,610         74,610           174,610                 0              0                0
  40          253,680             73,551         73,551           173,551                 0              0                0
  45          335,370             54,073         54,073           154,073                 0              0                0
  50          439,631              3,154          3,154           103,154                 0              0                0
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals 4.79% on the current basis and 4.54% on the guaranteed basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      A-11
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                  <C>       <C>
DEATH BENEFIT OPTION II:            ASSUMED HYPOTHETICAL GROSS ANNUAL
CASH VALUE ACCUMULATION TEST           RATE OF RETURN(1): (Current)          6%    (4.54% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)       6%    (4.29% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):   $2,000
</TABLE>




<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>                 <C>            <C>              <C>                <C>            <C>             <C>
   1            2,100              1,412          1,774           101,412             1,247          1,610          101,247
   2            4,305              2,867          3,229           102,867             2,510          2,873          102,510
   3            6,620              4,366          4,366           104,366             3,786          3,786          103,786
   4            9,051              5,918          5,918           105,918             5,074          5,074          105,074
   5           11,604              7,529          7,529           107,529             6,369          6,369          106,369
   6           14,284              9,206          9,206           109,206             7,668          7,668          107,668
   7           17,098             10,950         10,950           110,950             8,962          8,962          108,962
   8           20,053             12,761         12,761           112,761            10,244         10,244          110,244
   9           23,156             14,645         14,645           114,645            11,504         11,504          111,504
  10           26,414             16,594         16,594           116,594            12,730         12,730          112,730
  11           29,834             18,773         18,773           118,773            14,025         14,025          114,025
  12           33,426             21,016         21,016           121,016            15,274         15,274          115,274
  13           37,197             23,312         23,312           123,312            16,470         16,470          116,470
  14           41,157             25,664         25,664           125,664            17,603         17,603          117,603
  15           45,315             28,067         28,067           128,067            18,663         18,663          118,663
  16           49,681             30,442         30,442           130,442            19,633         19,633          119,633
  17           54,265             32,879         32,879           132,879            20,493         20,493          120,493
  18           59,078             35,356         35,356           135,356            21,218         21,218          121,218
  19           64,132             37,879         37,879           137,879            21,780         21,780          121,780
  20           69,439             40,453         40,453           140,453            22,148         22,148          122,148
  25          100,227             53,529         53,529           153,529            20,094         20,094          120,094
  30          139,522             66,089         66,089           166,089             7,583          7,583          107,583
  35          189,673             74,610         74,610           174,610                 0              0                0
  40          253,680             73,551         73,551           173,551                 0              0                0
  45          335,370             54,073         54,073           154,073                 0              0                0
  50          439,631              3,154          3,154           103,154                 0              0                0
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals 4.79% on the current basis and 4.54% on the guaranteed basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      A-12
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                  <C>       <C>
DEATH BENEFIT OPTION III:           ASSUMED HYPOTHETICAL GROSS ANNUAL
GUIDELINE PREMIUM TEST                 RATE OF RETURN(1): (Current)          6%    (4.54% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)       6%    (4.29% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):   $2,000
</TABLE>




<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>                 <C>            <C>              <C>                <C>            <C>             <C>
   1            2,100              1,411          1,773           102,000             1,245          1,608          102,000
   2            4,305              2,863          3,225           104,000             2,502          2,865          104,000
   3            6,620              4,356          4,356           106,000             3,767          3,767          106,000
   4            9,051              5,901          5,901           108,000             5,039          5,039          108,000
   5           11,604              7,502          7,502           110,000             6,311          6,311          110,000
   6           14,284              9,168          9,168           112,000             7,579          7,579          112,000
   7           17,098             10,898         10,898           114,000             8,833          8,833          114,000
   8           20,053             12,694         12,694           116,000            10,064         10,064          116,000
   9           23,156             14,560         14,560           118,000            11,259         11,259          118,000
  10           26,414             16,490         16,490           120,000            12,404         12,404          120,000
  11           29,834             18,648         18,648           122,000            13,599         13,599          122,000
  12           33,426             20,869         20,869           124,000            14,724         14,724          124,000
  13           37,197             23,141         23,141           126,000            15,771         15,771          126,000
  14           41,157             25,469         25,469           128,000            16,724         16,724          128,000
  15           45,315             27,847         27,847           130,000            17,566         17,566          130,000
  16           49,681             30,195         30,195           132,000            18,272         18,272          132,000
  17           54,265             32,606         32,606           134,000            18,812         18,812          134,000
  18           59,078             35,058         35,058           136,000            19,148         19,148          136,000
  19           64,132             37,558         37,558           138,000            19,234         19,234          138,000
  20           69,439             40,114         40,114           140,000            19,019         19,019          140,000
  25          100,227             53,223         53,223           150,000            11,244         11,244          150,000
  30          139,522             66,295         66,295           160,000                 0              0                0
  35          189,673             76,190         76,190           170,000                 0              0                0
  40          253,680             76,322         76,322           180,000                 0              0                0
  45          335,370             47,961         47,961           190,000                 0              0                0
  50          439,631                  0              0                 0                 0              0                0
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals 4.79% on the current basis and 4.54% on the guaranteed basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      A-13
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                  <C>       <C>
DEATH BENEFIT OPTION III:           ASSUMED HYPOTHETICAL GROSS ANNUAL
CASH VALUE ACCUMULATION TEST           RATE OF RETURN(1): (Current)          6%    (4.54% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)       6%    (4.29% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):   $2,000
</TABLE>




<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>                 <C>            <C>              <C>                <C>            <C>             <C>
   1            2,100              1,411          1,773           102,000             1,245          1,608          102,000
   2            4,305              2,863          3,225           104,000             2,502          2,865          104,000
   3            6,620              4,356          4,356           106,000             3,767          3,767          106,000
   4            9,051              5,901          5,901           108,000             5,039          5,039          108,000
   5           11,604              7,502          7,502           110,000             6,311          6,311          110,000
   6           14,284              9,168          9,168           112,000             7,579          7,579          112,000
   7           17,098             10,898         10,898           114,000             8,833          8,833          114,000
   8           20,053             12,694         12,694           116,000            10,064         10,064          116,000
   9           23,156             14,560         14,560           118,000            11,259         11,259          118,000
  10           26,414             16,490         16,490           120,000            12,404         12,404          120,000
  11           29,834             18,648         18,648           122,000            13,599         13,599          122,000
  12           33,426             20,869         20,869           124,000            14,724         14,724          124,000
  13           37,197             23,141         23,141           126,000            15,771         15,771          126,000
  14           41,157             25,469         25,469           128,000            16,724         16,724          128,000
  15           45,315             27,847         27,847           130,000            17,566         17,566          130,000
  16           49,681             30,195         30,195           132,000            18,272         18,272          132,000
  17           54,265             32,606         32,606           134,000            18,812         18,812          134,000
  18           59,078             35,058         35,058           136,000            19,148         19,148          136,000
  19           64,132             37,558         37,558           138,000            19,234         19,234          138,000
  20           69,439             40,114         40,114           140,000            19,019         19,019          140,000
  25          100,227             53,223         53,223           150,000            11,244         11,244          150,000
  30          139,522             66,295         66,295           160,000                 0              0                0
  35          189,673             76,190         76,190           170,000                 0              0                0
  40          253,680             76,322         76,322           180,000                 0              0                0
  45          335,370             47,961         47,961           190,000                 0              0                0
  50          439,631                  0              0                 0                 0              0                0
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals 4.79% on the current basis and 4.54% on the guaranteed basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      A-14
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                  <C>       <C>
DEATH BENEFIT OPTION I:             ASSUMED HYPOTHETICAL GROSS ANNUAL
GUIDELINE PREMIUM TEST                 RATE OF RETURN(1): (Current)          0%    (-1.46% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)       0%    (-1.71% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):   $2,000
</TABLE>



<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>                 <C>            <C>              <C>                <C>            <C>             <C>
   1            2,100              1,322          1,684           100,000             1,164          1,527          100,000
   2            4,305              2,608          2,971           100,000             2,278          2,641          100,000
   3            6,620              3,859          3,859           100,000             3,340          3,340          100,000
   4            9,051              5,083          5,083           100,000             4,350          4,350          100,000
   5           11,604              6,282          6,282           100,000             5,303          5,303          100,000
   6           14,284              7,462          7,462           100,000             6,200          6,200          100,000
   7           17,098              8,621          8,621           100,000             7,033          7,033          100,000
   8           20,053              9,757          9,757           100,000             7,798          7,798          100,000
   9           23,156             10,872         10,872           100,000             8,487          8,487          100,000
  10           26,414             11,958         11,958           100,000             9,094          9,094          100,000
  11           29,834             13,173         13,173           100,000             9,721          9,721          100,000
  12           33,426             14,347         14,347           100,000            10,255         10,255          100,000
  13           37,197             15,469         15,469           100,000            10,695         10,695          100,000
  14           41,157             16,542         16,542           100,000            11,035         11,035          100,000
  15           45,315             17,561         17,561           100,000            11,270         11,270          100,000
  16           49,681             18,459         18,459           100,000            11,387         11,387          100,000
  17           54,265             19,308         19,308           100,000            11,375         11,375          100,000
  18           59,078             20,089         20,089           100,000            11,216         11,216          100,000
  19           64,132             20,808         20,808           100,000            10,890         10,890          100,000
  20           69,439             21,466         21,466           100,000            10,374         10,374          100,000
  25          100,227             23,449         23,449           100,000             4,183          4,183          100,000
  30          139,522             22,644         22,644           100,000                 0              0                0
  35          189,673             16,375         16,375           100,000                 0              0                0
  40          253,680                  0              0                 0                 0              0                0
  45          335,370                  0              0                 0                 0              0                0
  50          439,631                  0              0                 0                 0              0                0
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals -1.21% on the current basis and -1.46% on the guaranteed
    basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      A-15
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                  <C>       <C>
DEATH BENEFIT OPTION I:             ASSUMED HYPOTHETICAL GROSS ANNUAL
CASH VALUE ACCUMULATION TEST           RATE OF RETURN(1): (Current)          0%    (-1.46% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)       0%    (-1.71% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):   $2,000
</TABLE>



<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>                 <C>            <C>              <C>                <C>            <C>             <C>
   1            2,100              1,322          1,684           100,000             1,164          1,527          100,000
   2            4,305              2,608          2,971           100,000             2,278          2,641          100,000
   3            6,620              3,859          3,859           100,000             3,340          3,340          100,000
   4            9,051              5,083          5,083           100,000             4,350          4,350          100,000
   5           11,604              6,282          6,282           100,000             5,303          5,303          100,000
   6           14,284              7,462          7,462           100,000             6,200          6,200          100,000
   7           17,098              8,621          8,621           100,000             7,033          7,033          100,000
   8           20,053              9,757          9,757           100,000             7,798          7,798          100,000
   9           23,156             10,872         10,872           100,000             8,487          8,487          100,000
  10           26,414             11,958         11,958           100,000             9,094          9,094          100,000
  11           29,834             13,173         13,173           100,000             9,721          9,721          100,000
  12           33,426             14,347         14,347           100,000            10,255         10,255          100,000
  13           37,197             15,469         15,469           100,000            10,695         10,695          100,000
  14           41,157             16,542         16,542           100,000            11,035         11,035          100,000
  15           45,315             17,561         17,561           100,000            11,270         11,270          100,000
  16           49,681             18,459         18,459           100,000            11,387         11,387          100,000
  17           54,265             19,308         19,308           100,000            11,375         11,375          100,000
  18           59,078             20,089         20,089           100,000            11,216         11,216          100,000
  19           64,132             20,808         20,808           100,000            10,890         10,890          100,000
  20           69,439             21,466         21,466           100,000            10,374         10,374          100,000
  25          100,227             23,449         23,449           100,000             4,183          4,183          100,000
  30          139,522             22,644         22,644           100,000                 0              0                0
  35          189,673             16,375         16,375           100,000                 0              0                0
  40          253,680                  0              0                 0                 0              0                0
  45          335,370                  0              0                 0                 0              0                0
  50          439,631                  0              0                 0                 0              0                0
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals -1.21% on the current basis and -1.46% on the guaranteed
    basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      A-16
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                  <C>       <C>
DEATH BENEFIT OPTION II:            ASSUMED HYPOTHETICAL GROSS ANNUAL
GUIDELINE PREMIUM TEST                 RATE OF RETURN(1): (Current)          0%    (-1.46% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)       0%    (-1.71% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):   $2,000
</TABLE>



<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>                 <C>            <C>              <C>                <C>            <C>             <C>
   1            2,100              1,317          1,679           101,317             1,157          1,520          101,157
   2            4,305              2,595          2,957           102,595             2,258          2,621          102,258
   3            6,620              3,832          3,832           103,832             3,301          3,301          103,301
   4            9,051              5,037          5,037           105,037             4,284          4,284          104,284
   5           11,604              6,212          6,212           106,212             5,203          5,203          105,203
   6           14,284              7,365          7,365           107,365             6,057          6,057          106,057
   7           17,098              8,491          8,491           108,491             6,838          6,838          106,838
   8           20,053              9,589          9,589           109,589             7,540          7,540          107,540
   9           23,156             10,662         10,662           110,662             8,155          8,155          108,155
  10           26,414             11,699         11,699           111,699             8,674          8,674          108,674
  11           29,834             12,857         12,857           112,857             9,201          9,201          109,201
  12           33,426             13,965         13,965           113,965             9,619          9,619          109,619
  13           37,197             15,008         15,008           115,008             9,928          9,928          109,928
  14           41,157             15,989         15,989           115,989            10,121         10,121          110,121
  15           45,315             16,903         16,903           116,903            10,192         10,192          110,192
  16           49,681             17,664         17,664           117,664            10,131         10,131          110,131
  17           54,265             18,360         18,360           118,360             9,924          9,924          109,924
  18           59,078             18,969         18,969           118,969             9,554          9,554          109,554
  19           64,132             19,494         19,494           119,494             9,002          9,002          109,002
  20           69,439             19,939         19,939           119,939             8,249          8,249          108,249
  25          100,227             20,431         20,431           120,431               949            949          100,949
  30          139,522             17,215         17,215           117,215                 0              0                0
  35          189,673              7,683          7,683           107,683                 0              0                0
  40          253,680                  0              0                 0                 0              0                0
  45          335,370                  0              0                 0                 0              0                0
  50          439,631                  0              0                 0                 0              0                0
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals -1.21% on the current basis and -1.46% on the guaranteed
    basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      A-17
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                 <C>       <C>
DEATH BENEFIT OPTION II:            ASSUMED HYPOTHETICAL GROSS ANNUAL
CASH VALUE ACCUMULATION TEST           RATE OF RETURN(1): (Current)         0%    (-1.46% net)
MALE NON-SMOKER ISSUE AGE 45        (Guaranteed)                            0%    (-1.71% net)
$100,000 INITIAL SPECIFIED AMOUNT          ASSUMED ANNUAL PREMIUM(2):   $2,000
                                                 PREMIUMS
                                    -----------------------------------
</TABLE>



<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>                 <C>            <C>              <C>                <C>            <C>             <C>
   1            2,100              1,317          1,679           101,317             1,157          1,520          101,157
   2            4,305              2,595          2,957           102,595             2,258          2,621          102,258
   3            6,620              3,832          3,832           103,832             3,301          3,301          103,301
   4            9,051              5,037          5,037           105,037             4,284          4,284          104,284
   5           11,604              6,212          6,212           106,212             5,203          5,203          105,203
   6           14,284              7,365          7,365           107,365             6,057          6,057          106,057
   7           17,098              8,491          8,491           108,491             6,838          6,838          106,838
   8           20,053              9,589          9,589           109,589             7,540          7,540          107,540
   9           23,156             10,662         10,662           110,662             8,155          8,155          108,155
  10           26,414             11,699         11,699           111,699             8,674          8,674          108,674
  11           29,834             12,857         12,857           112,857             9,201          9,201          109,201
  12           33,426             13,965         13,965           113,965             9,619          9,619          109,619
  13           37,197             15,008         15,008           115,008             9,928          9,928          109,928
  14           41,157             15,989         15,989           115,989            10,121         10,121          110,121
  15           45,315             16,903         16,903           116,903            10,192         10,192          110,192
  16           49,681             17,664         17,664           117,664            10,131         10,131          110,131
  17           54,265             18,360         18,360           118,360             9,924          9,924          109,924
  18           59,078             18,969         18,969           118,969             9,554          9,554          109,554
  19           64,132             19,494         19,494           119,494             9,002          9,002          109,002
  20           69,439             19,939         19,939           119,939             8,249          8,249          108,249
  25          100,227             20,431         20,431           120,431               949            949          100,949
  30          139,522             17,215         17,215           117,215                 0              0                0
  35          189,673              7,683          7,683           107,683                 0              0                0
  40          253,680                  0              0                 0                 0              0                0
  45          335,370                  0              0                 0                 0              0                0
  50          439,631                  0              0                 0                 0              0                0
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals -1.21% on the current basis and -1.46% on the guaranteed
    basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      A-18
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                  <C>       <C>
DEATH BENEFIT OPTION III:           ASSUMED HYPOTHETICAL GROSS ANNUAL
GUIDELINE PREMIUM TEST                 RATE OF RETURN(1): (Current)          0%    (-1.46% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)       0%    (-1.71% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):   $2,000
</TABLE>



<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>                 <C>            <C>              <C>                 <C>            <C>            <C>
   1            2,100              1,316          1,678           102,000             1,155          1,518          102,000
   2            4,305              2,590          2,952           104,000             2,250          2,612          104,000
   3            6,620              3,821          3,821           106,000             3,280          3,280          106,000
   4            9,051              5,017          5,017           108,000             4,245          4,245          108,000
   5           11,604              6,180          6,180           110,000             5,138          5,138          110,000
   6           14,284              7,317          7,317           112,000             5,957          5,957          112,000
   7           17,098              8,424          8,424           114,000             6,691          6,691          114,000
   8           20,053              9,500          9,500           116,000             7,331          7,331          116,000
   9           23,156             10,546         10,546           118,000             7,868          7,868          118,000
  10           26,414             11,551         11,551           120,000             8,289          8,289          120,000
  11           29,834             12,671         12,671           122,000             8,692          8,692          122,000
  12           33,426             13,734         13,734           124,000             8,958          8,958          124,000
  13           37,197             14,724         14,724           126,000             9,079          9,079          126,000
  14           41,157             15,641         15,641           128,000             9,044          9,044          128,000
  15           45,315             16,477         16,477           130,000             8,838          8,838          130,000
  16           49,681             17,135         17,135           132,000             8,442          8,442          132,000
  17           54,265             17,711         17,711           134,000             7,830          7,830          134,000
  18           59,078             18,176         18,176           136,000             6,968          6,968          136,000
  19           64,132             18,530         18,530           138,000             5,816          5,816          138,000
  20           69,439             18,777         18,777           140,000             4,334          4,334          140,000
  25          100,227             17,539         17,539           150,000                 0              0                0
  30          139,522             10,118         10,118           160,000                 0              0                0
  35          189,673                  0              0                 0                 0              0                0
  40          253,680                  0              0                 0                 0              0                0
  45          335,370                  0              0                 0                 0              0                0
  50          439,631                  0              0                 0                 0              0                0
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals -1.21% on the current basis and -1.46% on the guaranteed
    basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      A-19
<PAGE>


                  JEFFERSON PILOT FINANCIAL INSURANCE COMPANY
         ENSEMBLE EXEC FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY




<TABLE>
<S>                                 <C>                                  <C>       <C>
DEATH BENEFIT OPTION III:           ASSUMED HYPOTHETICAL GROSS ANNUAL
CASH VALUE ACCUMULATION TEST           RATE OF RETURN(1): (Current)          0%    (-1.46% net)
MALE NON-SMOKER ISSUE AGE 45                              (Guaranteed)       0%    (-1.71% net)
$100,000 INITIAL SPECIFIED AMOUNT           ASSUMED ANNUAL PREMIUM(2):   $2,000
</TABLE>




<TABLE>
<CAPTION>
                                        ASSUMING CURRENT COSTS                          ASSUMING GUARANTEED COSTS
               PREMIUMS       -----------------------------------------------   ---------------------------------------------
  END        ACCUMULATED
  OF        AT 5% INTEREST      ACCUMULATION     SURRENDER          DEATH         ACCUMULATION     SURRENDER         DEATH
 YEAR          PER YEAR           VALUE(3)        VALUE(3)       BENEFIT(3)         VALUE(3)        VALUE(3)      BENEFIT(3)
------       ------------     --------------    -----------   ----------------   --------------   -----------   --------------
<S>           <C>                 <C>            <C>              <C>                 <C>            <C>            <C>
   1            2,100              1,316          1,678           102,000             1,155          1,518          102,000
   2            4,305              2,590          2,952           104,000             2,250          2,612          104,000
   3            6,620              3,821          3,821           106,000             3,280          3,280          106,000
   4            9,051              5,017          5,017           108,000             4,245          4,245          108,000
   5           11,604              6,180          6,180           110,000             5,138          5,138          110,000
   6           14,284              7,317          7,317           112,000             5,957          5,957          112,000
   7           17,098              8,424          8,424           114,000             6,691          6,691          114,000
   8           20,053              9,500          9,500           116,000             7,331          7,331          116,000
   9           23,156             10,546         10,546           118,000             7,868          7,868          118,000
  10           26,414             11,551         11,551           120,000             8,289          8,289          120,000
  11           29,834             12,671         12,671           122,000             8,692          8,692          122,000
  12           33,426             13,734         13,734           124,000             8,958          8,958          124,000
  13           37,197             14,724         14,724           126,000             9,079          9,079          126,000
  14           41,157             15,641         15,641           128,000             9,044          9,044          128,000
  15           45,315             16,477         16,477           130,000             8,838          8,838          130,000
  16           49,681             17,135         17,135           132,000             8,442          8,442          132,000
  17           54,265             17,711         17,711           134,000             7,830          7,830          134,000
  18           59,078             18,176         18,176           136,000             6,968          6,968          136,000
  19           64,132             18,530         18,530           138,000             5,816          5,816          138,000
  20           69,439             18,777         18,777           140,000             4,334          4,334          140,000
  25          100,227             17,539         17,539           150,000                 0              0                0
  30          139,522             10,118         10,118           160,000                 0              0                0
  35          189,673                  0              0                 0                 0              0                0
  40          253,680                  0              0                 0                 0              0                0
  45          335,370                  0              0                 0                 0              0                0
  50          439,631                  0              0                 0                 0              0                0
</TABLE>



-------
(1) For policy years 26 and thereafter, the illustrated net annual rate of
    return equals -1.21% on the current basis and -1.46% on the guaranteed
    basis.

(2) 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.

(3) Assumes that no policy loans or withdrawals have been made. Zero values
    indicate lapse in the absence of an additional premium payment.

(4) Increase is due to adjustment by the corridor percentage. See "Death
    Benefits".

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL INVESTMENT RATES OF RETURN
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS BY THE OWNER AND DIFFERENT INVESTMENT
RATES OF RETURN FOR THE FUNDS. THE ACCUMULATION VALUE, CASH VALUE AND DEATH
BENEFIT FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL
INVESTMENT RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT FLUCTUATED
ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS. NO REPRESENTATION
CAN BE MADE BY JPF SEPARATE ACCOUNT A, OR THE FUNDS THAT THIS ASSUMED
INVESTMENT RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER
ANY PERIOD OF TIME.


                                      A-20

<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 SEC
such supplementary and periodic information, documents, and reports as may be
prescribed by any rule or regulation of the Securities and Exchange Commission
heretofore, or hereafter duly adopted pursuant to authority conferred in that
section.

                     UNDERTAKING REGARDING INDEMNIFICATION

Pursuant to Rule 484(b)(1) of the Securities Act of 1933, 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 THE REASONABLENESS OF FEES AND CHARGES

Jefferson Pilot Financial Insurance Company hereby represents that the fees and
charges deducted under the Flexible Premium Variable Life Insurance Policies
hereby registered by this Registration Statement 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 PURSUANT TO RULE 6e-3(T)

This filing is made pursuant to Rule 6e-3(T) under the Investment Company Act of
1940, as amended (the "1940 Act").

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following pages and documents:

The facing sheet

The prospectus consisting of 63 pages

The undertaking to file reports

The undertaking pursuant to Rule 484(b)(1) under the Securities Act of 1933
regarding indemnification

The representation as to fees and charges.

The representation pursuant to Rule 6e-3(T)

The signatures

Written consents of the following persons:

(a) Richard Dielensnyder, FSA, MAAA, contained in Exhibit 6 below.

(b) (to be filed by Amendment).

The following exhibits:

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

  (a) (i) Certified Copy of Resolution of the Executive Committee of the Board
of Directors of JP Financial Insurance Company establishing Chubb Separate
Account A. (Incorporated by reference to Registrant's Registration Statement on
Form S-6, filed on December 10, 1993, File No. 33-72830.)

  (ii) Certified Copy of Resolution of the Board of Directors of JP Financial
Insurance Company authorizing the registration of a new policy offered through
the Chubb Separate Account A (Incorporated by reference to Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement on Form S-6, filed on
March 13, 1996, File No. 33-01781).

  (b) Not Applicable

  (c) (i) Form of Distribution Agreement among JP Financial Insurance Company,
Chubb Separate Account A, and Chubb Securities Corporation. (Incorporated by
reference to Registrant's Registration Statement on Form S-6, filed on December
10, 1993, File No. 33-72830.)

  (ii) Specimen Variable Contracts Selling Agreement between Jefferson Pilot
Variable Corporation and Selling Broker-Dealers (to be filed by Amendment).

 (iii) Schedule of Sales Commissions (to be filed by Amendment)

  (d) Not Applicable

  (e)

  (i) Specimen last survivor flexible premium variable life insurance
policy (to be filed by Amendment)

  (ii) Forms of Riders (to be filed by Amendment)

  (f) (i) Amended and Restated Charter, with all amendments, of JP Financial
Insurance Company. Incorporated by reference to Exhibit 1(f)(i) of Registrant's
Pre-Effective Amendment No. 1 to the Registration Statement on Form S-6, filed
March 13, 1996, File No. 33-01781.

  (ii) By-Laws of JP Financial Insurance Company. (Incorporated by reference to
Exhibit 1(f)(i) of Registrant's Pre-Effective Amendment No. 1 to the
Registration Statement on Form S-6, filed March 13, 1996, File No. 33-01781.

  (g) Not Applicable

  (h) (i) Participation Agreement by and among Oppenheimer Variable Account
Funds, Chubb Life Insurance Company and Oppenheimer Funds Inc., dated January 8,
1998.*

  (ii) Participation Agreement among MFS Variable Trust, Chubb Life Insurance
Company and Massachusetts Financial Services Company dated December 9, 1997.*

  (iii) Participation Agreement among Templeton Variable Products Series Fund,
Franklin Templeton Distributors Inc., and Chubb Life Insurance Company, dated
May 1, 1995.*

  (iv) Participation Agreement among Variable Insurance Products Fund, Fidelity
Distributors Corporation and Chubb Life Insurance Company dated May 1, 1996.*

  (v) Participation Agreement among Variable Insurance Products Fund II,
Fidelity Distributors Corporation and Chubb Life Insurance Company
dated May 1, 1996.*

* Incorporated by reference to Post-Effective Amendment No. 3 to Registrant's
  Registration Statement on Form S-6 dated December 1, 1998, File No. 33-01781.

<PAGE>

  (i) Not applicable


  (j) Specimen Application (to be filed by Amendment)


  2. Opinion of counsel as to securities being registered (to be filed by
Amendment).

  3. Not applicable.

  4. Not applicable.


  5. Actuarial opinions and consents of Richard Dielensnyder, FSA, MAAA (to be
filed by Amendment).

  6. N/A


  7. Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii) under the 1940
Act (to be filed by Amendment).

  8. Form of Reinsurance Agreement. (Incorporated by reference to Registrant's
Pre-effective Amendment No. 1 to the Registration Statement on Form S-6, filed
May 24, 1994, File No. 33-72830).

  9. Memorandum regarding reliance on Order of the Commission to deduct the DAC
Tax Charge (Incorporated by reference to Pre-Effective Amendment No.1 to the
Registration Statement on Form S-6 filed on March 13, 1996, File No. 33-01781).

 27. Financial Data Schedule. Not Applicable.
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
registrant, JPF Separate Account A, has caused this Registration Statement on
Form S-6 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 21st day of August, 2000.

 (Seal)                    JPF Separate Account A
                           (Registrant)

                           Jefferson Pilot Financial Insurance Company
                           (Depositor)

                           By: /s/ Dennis R. Glass
                               ---------------------------
                               Dennis R. Glass

                           Title: Chief Financial Officer


 Attest:          /s/ Reggie D. Adamson
                  ---------------------------
                  Reggie D. Adamson
                  Chief Accounting Officer

                                     II-58t
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Jefferson
Pilot Financial Insurance Company has caused this Registration Statement on Form
S-6 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 21st day of August, 2000.

(Seal)                     Jefferson Pilot Financial Insurance Company
                           By:     /s/ Dennis R. Glass
                                   ----------------------------
                                   Dennis R. Glass
                           Title: Chief Financial Officer

Attest:  /s/ Reggie D. Adamson
         --------------------------------
         Reggie D. Adamson
         Chief Accounting Officer

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

Signatures                  Title

/s/ Dennis R. Glass                                      August 21, 2000
-----------------------------------                Date ------------------------
Dennis R. Glass            Director

 /s/ Kenneth C. Mlekosh                                  August 21, 2000
-----------------------------------                Date ------------------------
Kenneth C. Mlekosh         Director

/s/ David A. Stonecipher                                 August 21, 2000
-----------------------------------                Date ------------------------
David A. Stonecipher       Director

/s/ Robert D. Bates                                      August 21, 2000
-----------------------------------                Date ------------------------
Robert D. Bates            Director

                                     II-59t


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