LBVIP VARIABLE ANNUITY ACCOUNT I
485BPOS, 1998-04-30
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                                                  Registration No. 33-15974
                                                                   811-5242
============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                    FORM N-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933     [ ]
                   Pre-Effective Amendment No.  _______                  [ ]
                   Post-Effective Amendment No. ___20___                 [X]
                                   and/or
        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  [X]
                              Amendment No. ___21___                     [X]

                       LBVIP VARIABLE ANNUITY ACCOUNT I
                          (Exact Name of Registrant)

           LUTHERAN BROTHERHOOD VARIABLE INSURANCE PRODUCTS COMPANY
                           (Name of Depositor)

            625 Fourth Avenue South, Minneapolis, Minnesota     55415
      (Address of Depositor's Principal Executive Offices)     (Zip Code)

      Depositor's Telephone Number, including Area Code:  (612) 340-7215

It is proposed that this filing will become effective (check appropriate 
box)

  [ ]  immediately upon filing pursuant to paragraph (b) of Rule 485
  [X]  on May 1, 1998 pursuant to paragraph (b) of Rule 485
  [ ]  60 days after filing pursuant to paragraph (a)(i) of Rule 485
  [ ]  on ____________ pursuant to paragraph (a)(i) of Rule 485
  [ ]  75 days after filing pursuant to paragraph (a)(ii) of Rule 485
  [ ]  on (date) pursuant to paragraph (a)(iii) of Rule 485.

If appropriate, check the following box:

  [ ]  this post-effective amendment designates a new effective date for a 
       previously filed post-effective amendment.

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

<PAGE>
                       LBVIP VARIABLE ANNUITY ACCOUNT I

                             CROSS REFERENCE SHEET


Pursuant to Rule 495 under the Securities Act of 1933 indicating the 
location in the Prospectus of the information called for by the Items of 
Parts A and B of Form N-4.

                                   Part A

Item Number and Caption                  Location
- -----------------------                  --------

1.  Cover Page                           Cover Page

2.  Definitions                          Definitions

3.  Synopsis or Highlights               Summary

4.  Condensed Financial Information      Condensed Financial Information

5. General Description of Registrant,
   Depositor, and Portfolio Companies    LBVIP, Lutheran Brotherhood, the 
                                         Variable Account and the Fund; 
                                         Voting Rights; Sales and Other 
                                         Agreements

6.  Deductions                           Charges and Deductions; Sales and 
                                         Other Agreements

7.  General Description of
    Variable Annuity Contracts           LBVIP, Lutheran Brotherhood, the 
                                         Variable Account and the Fund -- 
                                         Addition, Deletion or Substitution 
                                         of Investments; The Contracts -- 
                                         Allocation of Premiums; -- 
                                         Surrenders (Redemptions); -- 
                                         Transfers; -- Contract Owner, 
                                         Beneficiaries and Annuitants; 
                                         Annuity Provisions -- 
                                         Frequency and Amount of Annuity 
                                         Payments; General Provisions -- 
                                         Postponement of Payments

8.  Annuity Period                       Annuity Provisions

9.  Death Benefit                        The Contracts -- Death Benefit 
                                         Before the Maturity Date; -- Death 
                                         Benefit After the Maturity Date

10. Purchases and Contract Value         The Contracts -- Issuance of a 
                                         Contract; -- Allocation of 
                                         Premiums; -- Accumulated Value; 
                                         Accumulation Units and Accumulation 
                                         Unit Value; Sales and Other 
                                         Agreements

11. Redemptions                          The Contracts -- Free Look Period; 
                                         -- Surrender (Redemptions); General 
                                         Provisions -- Postponement of 
                                         Payments

12. Taxes                                Charges and Deductions -- Premium 
                                         Taxes; Other Taxes; Federal Tax 
                                         Status

13. Legal Proceedings                    Legal Proceedings

14. Table of Contents of the Statement
    of Additional Information            Statement of Additional Information 
                                         Table of Contents

                                    Part B

15. Cover Page                           Cover Page

16.  Table of Contents                   Table of Contents

17. General Information and History      Introduction

18. Services                             Administration of the Contracts; 
                                         Custody of Assets; Independent 
                                         Public Accountants and Financial 
                                         Statements

19. Purchase of Securities Being 
    Offered                              Distribution of the Contracts

20. Underwriters                         Distribution of the Contracts

21. Calculation of Yield Quotations of
    Money Market Sub-Accounts            Calculation of Performance

22. Annuity Payments                     See "Annuity Provisions" in Part A

23. Financial Statements                 Independent Public Accountants and 
                                         Financial Statements

                                   Part C

Information required to be included in Part C is set forth under the 
appropriate Item, so numbered in Part C to this Registration Statement.

<PAGE>
                             PROSPECTUS
                  ------------------------------------

                      INDIVIDUAL FLEXIBLE PREMIUM
                       VARIABLE ANNUITY CONTRACT
                               Issued By
                          LUTHERAN BROTHERHOOD
                   VARIABLE INSURANCE PRODUCTS COMPANY

  625 Fourth Avenue South * Minneapolis, Minnesota 55415 * (612) 340-7210
                  ------------------------------------

This Prospectus describes an individual flexible premium variable annuity 
contract (the "Contract") being offered by Lutheran Brotherhood Variable 
Insurance Products Company ("LBVIP"), a stock life insurance company that is 
an indirect subsidiary of Lutheran Brotherhood. LBVIP is offering the 
Contract only in situations in which the Annuitant is eligible for 
membership in Lutheran Brotherhood, unless otherwise required by state law. 
The Contract may be sold to or in connection with retirement plans which may 
or may not qualify for special Federal tax treatment under the Internal 
Revenue Code. Annuity payments under the Contract are deferred until a 
selected later date.

   
The Contract Owner may elect to have premiums accumulate on a variable basis 
and/or on a fixed basis. Premiums may be allocated, as designated by the 
Contract Owner, to one or more Subaccounts of LBVIP Variable Annuity Account 
I (the "Variable Account"), a separate account of LBVIP, and/or to the Fixed 
Account (which is the general account of LBVIP, and which pays interest at a 
guaranteed fixed rate). The assets of each Subaccount will be invested 
solely in a corresponding Portfolio of LB Series Fund, Inc. (the "Fund"), 
which is a diversified, open-end management investment company (commonly 
known as a "mutual fund"). The accompanying Prospectus for the Fund 
describes the investment objectives and attendant risks of the seven 
Portfolios of the Fund -- the Growth Portfolio, the High Yield Portfolio, 
the Income Portfolio, the Opportunity Growth Portfolio, the Mid Cap Growth 
Portfolio, the World Growth Portfolio, and the Money Market Portfolio. 
Additional Subaccounts (together with the related additional Portfolios of 
the Fund) may be added in the future. The Accumulated Value of the Contract 
in the Subaccounts and, except to the extent fixed amount annuity payments 
are elected by the Contract Owner, the amount of annuity payments will vary, 
primarily based on the investment experience of the Portfolio whose shares 
are held in the Subaccounts designated. Premiums allocated to the Fixed 
Account will accumulate at fixed rates of interest declared by LBVIP.

This Prospectus describes only the elements of the Contract pertaining to 
the Variable Account except where reference to the Fixed Account of the 
Contract is specifically made.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
         BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
        SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
        COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
             THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
          REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                  ----------------------------------

This Prospectus sets forth concisely the information about the Contract that
  a prospective investor ought to know before investing, and should be read
    and kept for future reference. It is valid only when accompanied or
        preceded by the current Prospectus of LB Series Fund, Inc.

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


    
   
           The date of this Prospectus is May 1, 1998.
    

[Continued from cover page]

On the date LBVIP approves the Contract Owner's application, the initial 
premium (after deduction of any required premium taxes) and any interest 
accumulations accrued during the underwriting period will be allocated among 
the Subaccount(s) and the Fixed Account according to the Contract Owner's 
instructions. See "THE CONTRACTS--Allocation of Premiums." Subsequent 
premiums will be allocated among the Subaccounts and the Fixed Account in 
the same proportion as the initial premium, at the end of the Valuation 
Period in which the subsequent premium is received by LBVIP.

   
Additional information about the Contract, LBVIP and the Variable Account, 
contained in a Statement of Additional Information dated May 1, 1998, has 
been filed with the Securities and Exchange Commission and is available upon 
request without charge by writing to Lutheran Brotherhood Variable Insurance 
Products Company, 625 Fourth Avenue South, Minneapolis, Minnesota 55415. The 
Statement of Additional Information relating to the Contract having the same 
date as this Prospectus is incorporated by reference in this Prospectus. The 
Securities and Exchange Commission maintains a web site (http://www.sec.gov) 
that contains the Statement of Additional Information material incorporated 
by reference herein and other information regarding the Contract. The Table 
of Contents for the Statement of Additional Information may be found on page 
35 of this Prospectus. Information about the Fixed Account may be found in 
the Appendix to this Prospectus.

                            TABLE OF CONTENTS
                                                                       Page
DEFINITIONS                                                               4
SUMMARY FEE TABLE                                                         6
SUMMARY                                                                   8
LBVIP, LUTHERAN BROTHERHOOD, THE VARIABLE ACCOUNT AND 
THE FUND                                                                 13
  LBVIP and Lutheran Brotherhood                                         13
  The Variable Account                                                   13
  LB Series Fund, Inc.                                                   13
  Addition, Deletion or Substitution of Investments                      16
THE CONTRACTS                                                            16
  Issuance of a Contract                                                 16
  Free Look Period                                                       16
  Allocation of Premium                                                  17
  Accumulated Value; Accumulation Units and Accumulation Unit Value      18
  Death Benefit Before the Maturity Date                                 19
  Death Benefit After the Maturity Date                                  20
  Surrender (Redemption)                                                 20
  Transfers                                                              20
  Telephone Transfers                                                    21
  Special Transfer Service -- Dollar Cost Averaging                      21
  Assignments                                                            21
  Contract Owner, Beneficiaries and Annuitants                           22
CHARGES AND DEDUCTIONS                                                   22
  Surrender Charge (Contingent Deferred Sales Charge)                    22
  Administrative Charge                                                  23
  Mortality and Expense Risk Charge                                      24
  Investment Advisory Fee of the Fund                                    24
  Premium Taxes                                                          24
  Other Taxes                                                            25
  Sufficiency of Charges                                                 25
ANNUITY PROVISIONS                                                       25
  Maturity Date                                                          25
  Settlement Options                                                     25
  Frequency and Amount of Annuity Payments                               26
  Subaccount Annuity Unit Value                                          27
  Assumed Investment Rate                                                27
GENERAL PROVISIONS                                                       27
  Postponement of Payments                                               27
  Date of Receipt                                                        27
  Reports to Contract Owners                                             28
  Contract Inquiries                                                     28
FEDERAL TAX STATUS                                                       28
  Introduction                                                           28
  LBVIP's Tax Status                                                     28
  Taxation of Annuities in General                                       28
  Qualified Plans                                                        29
  1035 Exchanges                                                         31
  Diversification Requirements                                           31
  Withholding                                                            32
  Other Considerations                                                   32
EMPLOYMENT-RELATED BENEFIT PLANS                                         32
VOTING RIGHTS                                                            32
SALES AND OTHER AGREEMENTS                                               33
YEAR 2000                                                                34
LEGAL PROCEEDINGS                                                        34
LEGAL MATTERS                                                            34
FINANCIAL STATEMENTS AND EXPERTS                                         34
FURTHER INFORMATION                                                      34
STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS                    35
ORDER FORM                                                               35
APPENDIX A -- MORE INFORMATION ABOUT THE GENERAL ACCOUNT                 36
APPENDIX B -- ILLUSTRATION OF MONTHLY VARIABLE ANNUITY
              SETTLEMENT OPTION                                          37
    


                                DEFINITIONS

Accumulated Value. The total amount of value held under a Contract at any 
time prior to and including the Maturity Date. A Contract's Accumulated 
Value will reflect the investment experience of the chosen Subaccounts of 
the Variable Account, any amount of value in the Fixed Account, any premiums 
paid, any surrenders, and any charges assessed in connection with the 
Contract.

Accumulation Unit. A unit of measure by which the value of the Contract's 
interest in each Subaccount is determined.

Accumulation Unit Value. The value of each Accumulation Unit representing 
the Contract's interest in each Subaccount.

Annuitant. The person named in the Contract whose life is used to determine 
the duration of annuity payments involving life contingencies.

Annuity Unit. A unit of measure which is used in the calculation of the 
second and each subsequent variable annuity payment.

Annuity Unit Value. The value of each Annuity Unit.

Beneficiary. The person named by the Contract Owner to receive the 
Contract's death benefit.

Contract. The individual flexible premium variable annuity contract offered 
by LBVIP and described in this Prospectus.

Contract Anniversary. The same date in each succeeding year as the Date of 
Issue.

Contract Owner. The person who controls all the rights under the Contract 
while the Annuitant is alive. The Annuitant is the Contract Owner, unless 
another owner is named in the Contract application.

Contract Year. The period from one Contract Anniversary to the next. The 
first Contract Year will be the period beginning on the Date of Issue and 
ending on the first Contract Anniversary.

Date of Issue. The date on which the application and the first premium are 
received by LBVIP at its Home Office.

Fixed Account. The Fixed Account is the general account of LBVIP, which 
consists of all assets of LBVIP other than those allocated to a separate 
account of LBVIP. Premium payments allocated to the Fixed Account will be 
paid a fixed rate of interest (which may not be less than 4.0%) declared by 
LBVIP at least annually. Amounts accumulated in the Fixed Account are 
guaranteed by LBVIP. (See Appendix A.)

Fund. LB Series Fund, Inc., which is described in the accompanying 
Prospectus.

Home Office. LBVIP's office at 625 Fourth Avenue South, Minneapolis, 
Minnesota 55415 or such other office as LBVIP shall specify in a notice to 
the Contract Owner.

LBSC. Lutheran Brotherhood Securities Corp., which is an indirect subsidiary 
of Lutheran Brotherhood and which acts as the principal underwriter of the 
Contracts.

LBVIP. Lutheran Brotherhood Variable Insurance Products Company, which is an 
indirect subsidiary of Lutheran Brotherhood and which is the issuer of the 
Contracts.

LBVIP Representative. A person who is licensed by state insurance officials 
to sell the Contracts and who is also a registered representative of LBSC.

Lutheran Brotherhood ("LB"). A fraternal benefit society organized under the 
laws of the State of Minnesota and owned by and operated for its members, 
and which acts as the investment adviser to the Fund.

Maturity Date. The date on which the annuity payments are to start as 
selected by the Contract Owner, which date must be a Contract Anniversary at 
least three years after the Date of Issue.

Minimum Death Benefit Date. For purposes of calculating the amount of the 
death benefit before the Maturity Date, the first such date is the Date of 
Issue of the Contract. Thereafter, such date occurs every six years on the 
Contract Anniversary.

Portfolio. A Portfolio of the Fund. Each Subaccount invests exclusively in 
the shares of a corresponding Portfolio of the Fund.

   
Qualified Plan. A retirement plan qualified under Section 401, 403 408 or 
408A or similar provisions of the Internal Revenue Code.

Subaccount. A subdivision of the Variable Account. Each Subaccount invests 
exclusively in the shares of a corresponding Portfolio of the Fund. 
Currently, there are seven Subaccounts: the Growth Subaccount (which invests 
exclusively in the Growth Portfolio); the High Yield Subaccount (which 
invests exclusively in the High Yield Portfolio); the Income Subaccount 
(which invests exclusively in the Income Portfolio); the Opportunity Growth 
Subaccount (which invests exclusively in the Opportunity Growth Portfolio); 
the Mid Cap Growth Subaccount (which invests exclusively in the Mid Cap 
Growth Portfolio); the World Growth Subaccount (which invests exclusively in 
the World Growth Portfolio); and the Money Market Subaccount (which invests 
exclusively in the Money Market Portfolio).
    

Valuation Date. Each day the New York Stock Exchange is open for trading and 
any other day on which there is sufficient trading in the securities of a 
Portfolio of the Fund such that the current net asset value of its shares 
might be materially affected.

Valuation Period. The period commencing at the close of business of a 
Valuation Date and ending at the close of business of the next Valuation 
Date.

Variable Account. LBVIP Variable Annuity Account I, which is a separate 
account of LBVIP. The Subaccounts are subdivisions of the Variable Account.

Written Notice. A written request or notice signed by the Contract Owner and 
received by LBVIP at its Home Office.


                           SUMMARY FEE TABLE

   
The Contract Owner may allocate premiums and transfer Accumulated Value to 
any one of seven Subaccounts -- Growth, High Yield, Income , Opportunity 
Growth, Mid Cap Growth, World Growth and Money Market -- or to the Fixed 
Account or to any combination of the Subaccounts and the Fixed Account. The 
following table shows the various fees and expenses associated with the 
Contract.
Contract Owner Transaction Expenses
    

  Sales Load Imposed on Purchase (as a percentage of purchase
    payments)                                                          0%
  Maximum Deferred Sales Load (as a percentage of Excess
    Amount surrendered)                                                6%(1)
  Exchange Fee                                                         0%

Annual Contract Fee                                                $30.00(2)

Annual Expenses For Growth, High Yield, Income, Money Market,
Mid Cap Growth and Opportunity Growth Subaccounts
  (as a percentage of average daily Accumulated Value or Annuity 
  Unit Value) Mortality and Expense Risk Fees                       1.10%(3)
  Total Subaccount Annual Expenses                                  1.10%


Annual Expenses For Growth, High Yield, Income, Money Market,
Mid Cap Growth and Opportunity Growth Portfolios
  (as a percentage of Portfolio average daily net assets)
  Management Fees (Investment Advisory Fees)                        0.40%(4)
  Other Expenses After Expense Reimbursement                        0%(5)
  Total Portfolio Annual Expenses                                   0.40%

EXAMPLE (6)

   
                                       1 year   3 years   5 years   10 years
                                       ------   -------   -------   --------
If you surrender or annuitize your
  Contract at the end of the
  applicable time period:
You would pay the following expenses
  on a $1,000 investment, assuming
  5% annual return on assets             $71       $88      $104      $180

If you do not surrender or annuitize
  your Contract:
You would pay the following expenses
  on a $1,000 investment, assuming
  5% annual return on assets             $15       $48      $ 82      $180
    


Annual Expenses For World Growth Subaccount
(as a percentage of average daily Accumulated Value or Annuity Unit Value)
   Mortality and Expense Risk Fees                                  1.10%(3)
   Total Subaccount Annual Expenses                                 1.10%

Annual Expenses For World Growth Portfolio
(as a percentage of Portfolio average daily net assets)
   Management Fees (Investment Advisory Fees)                       0.85%(4)
   Other Expenses After Expense Reimbursement                       0%(5)
   Total Portfolio Annual Expenses                                  0.85%

EXAMPLE (6)
   
                                          1 year  3 years  5 years  10 years
                                          ------  -------  -------  --------
If you surrender or annuitize your
   Contract at the end of the
   applicable time period:
You would pay the following expenses
   on a $1,000 investment, assuming 5% 
   annual return on assets                 $76       $101      $127     $229

If you do not surrender or annuitize
   your Contract:
You would pay the following expenses
   on a $1,000 investment, assuming
   5% annual return on assets              $20       $ 62      $106     $229
_________________
    


(1) See "CHARGES AND DEDUCTIONS--Surrender Charge (Contingent Deferred Sales 
Charge)". A surrender charge is deducted only if a full or partial surrender 
occurs during the first six Contract Years; no surrender charge is deducted 
for surrenders occurring in Contract Years seven and later. The surrender 
charge will also be deducted at the time annuity payments begin, except 
under certain circumstances. Up to 10% of the Accumulated Value existing at 
the time the first surrender in a Contract Year is made may be surrendered 
without charge; only the Excess Amount will be subject to a surrender 
charge. The maximum charge is 6% of the Excess Amount and is in effect for 
the first Contract Year. Thereafter, the surrender charge decreases by 1% 
each subsequent Contract Year.

(2) See "CHARGES AND DEDUCTIONS--Administrative Charge". A $30 annual 
administrative charge is deducted on each Contract Anniversary only if, on 
that Contract Anniversary, the total of premiums paid under the Contract 
minus all prior surrenders is less than $5,000 and the Accumulated Value is 
less than $5,000. The $30 fee is a Contract charge and is deducted 
proportionately from the Subaccounts and the Fixed Account that make up the 
Contract's Accumulated Value.

(3) See "CHARGES AND DEDUCTIONS--Mortality and Expense Risk Charge".

(4) See "CHARGES AND DEDUCTIONS--Investment Advisory Fee of the Fund".

   
(5) The amount shown for Fund Annual Expenses does not reflect a deduction 
for operating expenses of the Fund, other than the investment advisory fee, 
because LBVIP and its affiliate, LB, have agreed to reimburse the Fund for 
these operating expenses.  For the fiscal year of the Fund ending December 
31, 1997, the Fund was reimbursed approximately $2,631,150 for such 
operating expenses.  See "LBVIP, LUTHERAN BROTHERHOOD, THE VARIABLE ACCOUNT 
AND THE FUND--LB Series Fund, Inc.".

(6) In this example, the $30 annual administrative charge is approximated as 
a .01% charge based on LBVIP's average contract size.
    

The purpose of the table is to assist the Contract Owner in understanding 
the various costs and expenses that a Contract Owner will bear directly or 
indirectly. The table reflects expenses of the Variable Account as well as 
the Fund. Cross-references to the relevant sections of the Prospectus for 
more complete descriptions of the various costs and expenses have been 
provided. Premium taxes may be applicable depending on various states' laws.

THE EXAMPLE SHOWING EXPENSES FOR SURRENDERS AT 1, 3, 5 AND 10-YEAR PERIODS 
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND 
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

                                  SUMMARY

The Contracts

Issuance of a Contract. The Contracts are individual flexible premium 
variable annuity contracts issued by LBVIP. In order to purchase a Contract, 
application must be made to LBVIP through a licensed LBVIP Representative, 
who is also a registered representative of LBSC. The Contracts are offered 
only in situations in which the Annuitant is eligible for membership in 
Lutheran Brotherhood, unless otherwise required by state law. The Contracts 
may be sold to or in connection with retirement plans which may or may not 
qualify for special Federal tax treatment under the Internal Revenue Code. 
Annuity payments under the Contracts are deferred until a selected later 
date.

The minimum amount LBVIP will accept as an initial premium is $600 on an 
annualized basis. LBVIP may, however, in its sole discretion, waive such 
minimum initial premium requirements. Subsequent premiums may be paid under 
the Contracts, but LBVIP may choose not to accept any subsequent premium if 
it is less than $50.

Free Look Period. The Contract Owner has the right to return the Contract 
within 10 days after such Contract Owner receives the Contract. See "THE 
CONTRACTS--Free Look Period".

Allocation of Premiums. Premiums under the Contract may be allocated to one 
or more Subaccounts of the Variable Account and to the Fixed Account as 
designated by the Contract Owner. The assets of each Subaccount will be 
invested solely in a corresponding Portfolio of the Fund--the Growth 
Portfolio, the High Yield Portfolio, the Income Portfolio, the Opportunity 
Growth Portfolio, Mid Cap Growth Portfolio, the World Growth Portfolio, or 
the Money Market Portfolio. See "LBVIP, LUTHERAN BROTHERHOOD, THE VARIABLE 
ACCOUNT AND THE FUND" and "THE CONTRACTS--Allocation of Premiums". The 
Accumulated Value of the Contract in the Subaccounts and, except to the 
extent fixed amount annuity payments are elected by the Contract Owner, the 
amount of annuity payments will vary, primarily based on the investment 
experience of the Portfolios whose shares are held in the Subaccounts 
designated. Premiums allocated to the Fixed Account will accumulate at fixed 
rates of interest declared by LBVIP. (See Appendix A.) See "THE CONTRACTS--
Accumulated Value; Accumulation Units and Accumulation Unit Value".

On the date LBVIP approves the Contract Owner's application, LBVIP will 
transfer from the general account the initial premium (after deduction of 
any required premium taxes) and any interest accrued during the underwriting 
period among the Subaccount(s) and/or Fixed Account according to the 
Contract Owner's instructions. See "THE CONTRACTS--Allocation of Premiums." 
Subsequent premiums will be allocated among the Subaccounts and the Fixed 
Account in the same proportion as the initial premium, at the end of the 
Valuation Period in which the subsequent premium is received by LBVIP. See 
"THE CONTRACTS--Allocation of Premiums".

Surrenders. If a Written Notice from the Contract Owner requesting a 
surrender is received on or before the Maturity Date, all or part of the 
Accumulated Value of a Contract will be paid to the Contract Owner after 
deducting any applicable surrender charge. Partial surrenders must be for at 
least $500, and may be requested only if the remaining Accumulated Value is 
not less than $1,000. Under certain circumstances the Contract Owner may 
make surrenders after the Maturity Date. See "THE CONTRACTS--Surrender 
(Redemption)".

   
Transfers. On or before the Maturity Date the Contract Owner may request the 
transfer of all or a part of a Contract's Accumulated Value to other 
Subaccounts or to the Fixed Account. The total amount transferred each time 
must be at least $500 (unless the total value in the Subaccount or the Fixed 
Account is less than $500, in which case the entire amount may be 
transferred). LBVIP reserves the right to limit the number of transfers in 
any Contract Year, provided that at least two such transfers each Contract 
Year will always be allowed. With respect to the Fixed Account, transfers 
out of the Fixed Account are limited to only one each Contract Year and must 
be made on or within 45 days after a Contract Anniversary. After the 
Maturity Date, the Contract Owner may, by Written Notice and only once each 
Contract Year, change the percentage allocation of variable annuity payments 
among the available Subaccounts. See "THE CONTRACTS--Transfers".
    

Charges and Deductions

The following charges and deductions are made in connection with the 
Contracts:

Surrender Charge (Contingent Deferred Sales Charge). No charge for sales 
expense is deducted from premiums at the time premiums are paid. However, if 
a Contract is surrendered in whole or in part before it has been in force 
for six full Contract Years, a surrender charge is deducted from the amount 
surrendered; provided that in each Contract Year, a Contract Owner may 
surrender without a surrender charge up to 10% of a Contract's Accumulated 
Value existing at the time the first surrender is made in that Contract 
Year. The maximum charge is 6% of the Excess Amount and is in effect for the 
first Contract Year. Thereafter, the surrender charge decreases by 1% each 
subsequent Contract Year. In no event will the total surrender charge on any 
one Contract exceed 6 1/2% of total gross premiums paid under the Contract. 
The surrender charge will also be deducted at the time annuity payments 
begin except as set forth under the heading "CHARGES AND DEDUCTIONS--
Surrender Charge (Contingent Deferred Sales Charge)".

Administrative Charge. On each Contract Anniversary prior to and including 
the Maturity Date, LBVIP deducts an annual administrative charge of $30 from 
the Accumulated Value of each Contract. (This charge will be lower to the 
extent legally required in some states.) No such charge is deducted if on 
that Contract Anniversary the total amount of premiums paid under the 
Contract, less the amount of all prior partial surrenders (which includes 
the amount of related surrender charges), is equal to or greater than 
$5,000, or the Accumulation Value is greater than $5,000.

Mortality and Expense Risk Charge. LBVIP deducts a daily mortality and 
expense risk charge to compensate LBVIP for assuming certain mortality and 
expense risks. The charge is deducted from the net assets of the Variable 
Account. The charge is currently in an amount equal to an annual rate of 
1.10% (approximately 0.80% for mortality risk and approximately 0.30% for 
expense risk) of the average daily net assets of each Subaccount in the 
Variable Account. This charge is guaranteed not to increase above an annual 
rate of 1.25%.

Investment Advisory Fee of the Fund. Because the Variable Account purchases 
shares of the Fund, the net assets of the Variable Account will reflect the 
investment advisory fee incurred by the Fund. LB is paid a daily fee by the 
Fund for its investment management services equal to an annual rate of 0.40% 
of the aggregate average daily net assets of the Money Market, Income, High 
Yield, Growth, Mid Cap Growth, and Opportunity Growth Portfolios.  LB also 
receives a daily investment advisory fee from the Fund equal to .85% of the 
aggregate average daily net assets of the World Growth Portfolio.

Premium Taxes. If state or other premium taxes are applicable to a Contract, 
they will be deducted, depending on when such taxes are paid to the taxing 
authority, either (a) from premiums as they are received, or (b) from the 
Accumulated Value upon (i) a partial or total surrender of the Contract or 
(ii) application of the Accumulated Value to a settlement option at the 
Maturity Date.

For a more detailed description of these charges and deductions, see 
"CHARGES AND DEDUCTIONS".

Annuity Provisions

The Contract Owner may select an annuity settlement option or options, and 
may select whether payments are to be made on a fixed or variable (or a 
combination of fixed and variable) basis. The Contract Owner may also elect 
to receive a single sum by surrendering the Contract on the Maturity Date 
and paying any applicable surrender charge. See "ANNUITY PROVISIONS".

Federal Tax Status

For a description of the Federal income tax status of annuities, see 
"FEDERAL TAX STATUS -- Taxation of Annuities in General". Generally, a 
distribution from a Contract before the taxpayer attains age 59 1/2 will 
result in a penalty tax of 10% of the amount of the distribution which is 
includable in gross income.

Condensed Financial Information

The following condensed financial information is derived from the financial 
statements of the Variable Account. The data should be read in conjunction 
with the financial statements, related notes and other financial information 
included in the Statement of Additional Information.

Selected data for Accumulation Units outstanding throughout the period 
ending December 31:


   
                                        Opportunity Growth Subaccount
                                        -----------------------------
                                            1996             1997
                                            ----             ----
Accumulation Unit Value:
Beginning of period                        $10.00**         $11.79
End of period                               11.79            11.77
Number of Accumulation Units 
  outstanding at end of period              10,907,991       15,467,334


                                      World Growth Subaccount
                                      -----------------------
                                          1996               1997
                                          ----               ----
Accumulation Unit Value:
Beginning of period                      $10.00**           $10.93
End of period                             10.93              11.11
Number of Accumulation Units 
  outstanding at end of period            8,406,625          12,001,805


<TABLE>
<CAPTION>


                                                             Growth Subaccount
                                                           ----------------------
                               1997           1996           1995          1994          1993 
                              ------         ------         ------        ------        ------
<S>                           <C>           <C>           <C>           <C>           <C>    
Accumulation Unit Value:
Beginning of period           $29.52        $24.38        $17.95        $19.04        $17.49 
End of period                  38.02         29.52         24.38         17.95         19.04 
Number of Accumulation 
Units outstanding at 
end of period                 40,950,649    39,275,957    37,698,847    34,921,280    26,757,458  

                                                             Growth Subaccount
                                                           ----------------------
                               1992           1991           1990          1989          1988
                               ------        ------         ------        ------        ------
<S>                           <C>           <C>           <C>           <C>           <C>
Accumulation Unit Value:
Beginning of period           $16.34        $11.70        $12.070       $ 9.671       $10.000*
End of period                  17.49         16.34         11.70         12.070         9.671
Number of Accumulation 
Units outstanding at 
end of period                 12,462,929    5,373,171     2,596,180     1,125,739     165,584


                                                              High Yield Subaccount
                                                           --------------------------
                               1997           1996           1995          1994          1993     
                              ------         ------         ------        ------        ------    
<S>                           <C>           <C>           <C>           <C>           <C>       
Accumulation Unit Value:
Beginning of period           $24.35        $22.06        $18.64        $19.71        $16.21    
End of period                  27.50         24.35         22.06         18.64         19.71    
Number of Accumulation 
Units outstanding at 
end of period                 31,175,954     29,861,418    28,924,180    28,230,326    21,866,400

                                                              High Yield Subaccount
                                                           --------------------------
                               1992           1991           1990          1989          1988
                              ------         ------         ------        ------        ------
                              <C>           <C>           <C>           <C>           <C>
Accumulation Unit Value:
Beginning of period           $13.66        $10.21        $10.709       $10.503       $10.000*
End of period                  16.21         13.66         10.21         10.709        10.503
Number of Accumulation 
Units outstanding at 
end of period                 9,227,427     3,720,209     2,148,885     1,490,329     248,206


                                                                 Income Subaccount
                                                              ----------------------
                               1997           1996           1995          1994          1993 
                              ------         ------         ------        ------        ------
<S>                           <C>           <C>           <C>           <C>           <C>   
Accumulation Unit Value:
Beginning of period           $19.39        $18.98        $16.07        $17.05        $15.43
End of period                  20.86         19.39         18.98         16.07         17.05
Number of Accumulation 
Units outstanding at 
end of period                 31,175,954    31,200,437    33,922,942    34,668,366    32,678,803

                                                                 Income Subaccount
                                                              ----------------------
                               1992           1991           1990          1989          1988
                              ------         ------         ------        ------        ------
<S>                           <C>           <C>           <C>           <C>           <C>
Accumulation Unit Value:
Beginning of period           $14.29        $12.06        $11.402       $10.275       $10.000*
End of period                  15.43         14.29         12.06         11.402        10.275
Number of Accumulation 
Units outstanding at 
end of period                 16,151,473    6,753,120     3,405,565     1,573,113     208,911


                                                             Money Market Subaccount
                                                        --------------------------------
                               1997           1996           1995          1994          1993 
                              ------         ------         ------        ------        ------ 
<S>                           <C>           <C>           <C>           <C>           <C>    
Accumulation Unit Value:
Beginning of period           $1.48         $1.43         $1.36         $1.33         $1.30  
End of period                  1.55          1.48          1.43          1.36          1.33 
Number of Accumulation 
Units outstanding at 
end of period                 41,033,991    37,465,708    28,959,961    23,631,217    17,939,270 

                                                             Money Market Subaccount
                                                        --------------------------------
                               1992           1991           1990          1989          1988
                              ------         ------         ------        ------        ------
<S>                           <C>           <C>           <C>           <C>           <C>
Accumulation Unit Value:
Beginning of period           $1.27         $1.21         $1.137        $1.054        $1.000*
End of period                  1.30          1.27          1.21          1.137         1.054
Number of Accumulation 
Units outstanding at 
end of period                 19,709,050    15,364,799    13,983,957    6,831.477     1,708,264
- ----------------------------
    



*Commencing January 4, 1988, the date the Registration Statement for the 
Variable Account was declared effective.

**Commencing January 18, 1996.

   
Commencing January 30, 1998, the Mid Cap Growth Subaccount was made 
available for investment.
    

The financial statements of LBVIP are also contained in the Statement of 
Additional Information.

Calculation of Performance

   
From time to time the Variable Account advertises the Money Market 
Subaccount's "yield" and "effective yield". Both yield figures are based on 
historical earnings and are not intended to indicate future performance. The 
"yield" of the Subaccount refers to the income generated by an investment in 
the Subaccount over a seven-day period (which period will be stated in the 
advertisement). This income is then "annualized". That is, the amount of 
income generated by the investment during that week is assumed to be 
generated each week over a 52-week period and is shown as a percentage of 
the investment. The "effective yield" is calculated similarly but, when 
annualized, the income earned by an investment in the Subaccount is assumed 
to be reinvested. The "effective yield" will be slightly higher than the 
"yield" because of the compounding effect of this assumed reinvestment. The 
annualized current yield and effective yield for the seven-day base period 
ended December 31, 1997, was 4.51% and 4.61%, respectively. For more 
information, see the Statement of Additional Information.

Also, the Variable Account may advertise for the Subaccounts other than the 
Money Market Subaccount a yield quotation based on a 30-day (or one month) 
period computed by dividing the net investment income per Accumulation Unit 
earned during the period (the net investment income earned by the Fund 
portfolio attributable to shares owned by the Subaccount less expenses 
incurred during the period) by the maximum offering price per Accumulation 
Unit on the last day of the period. The current yield for the 30-day based 
period ended December 31, 1997 for the High Yield Subaccount was 8.08%. The 
current yield for the same 30-day base period for the Income Subaccount was 
5.38%. For more information, see the Statement of Additional Information.
    

From time to time, LBVIP may advertise the average annual total return 
quotations for the Subaccounts for the 1, 5 and 10-year periods computed by 
finding the average annual compounded rates of return over the 1, 5 and 10-
year periods that would equate the initial amount invested to the ending 
redeemable value of a hypothetical $1,000 payment made at the beginning of 
the 1, 5 or 10-year periods. If the assumed investment was made less than 10 
years from the date of the quotation, the total return from the date of such 
investment will be given.

The average annual total returns for the 1, 3 and 5-year periods through 
December 31, 1997 and for the period from commencement of operations through 
December 31, 1997 for the Subaccounts are as follows:

   
                                                               Commencement
                                  1 Year    3 Year   5 Year   of Operations
                                   -----    ------   ------   --------------
Opportunity Growth 
   Subaccount (1/18/96)            -5.57%      --        --       6.18%*
World Growth Subaccount (1/18/96)  -3.81%*     --        --       3.08%*
Growth Subaccount (3/8/88)         21.83%*   26.86%*   16.38%*   14.56%*
High Yield Subaccount (3/8/88)      6.77%*   12.44%*   10.74%*   10.84%*
Income Subaccount (3/8/88)          1.76%*    7.75%*    5.82%*    7.77%*
Money Market Subaccount (2/18/88)  -1.35%*    3.03%*    3.12%*    4.52%*

*Does not include the annual administrative charge of $30 deducted from any 
Contract for which the total of premiums paid under such Contract minus all 
prior surrenders is less than $5,000 and the Accumulated Value is less than 
$5,000.  Inclusion of the administrative charge would reduce the total 
return figures shown above.  Assumes applicable sales charge upon surrender. 
Premium taxes may apply depending on various states' laws.

Performance information is not available for the Mid Cap Growth Subaccount 
since it is new.
    

Average annual total return quotations assume a steady rate of growth. 
Actual performance fluctuates and will vary from the quoted results for 
periods of time with the quoted periods. For more information, see the 
Statement of Additional Information.

The Variable Account's performance reported from time to time in 
advertisements and sales literature may be compared with that of other 
insurance company separate accounts or mutual funds included in the 
generally accepted indices, analyses or rankings prepared by Lipper 
Analytical Service, Inc., Standard & Poor's Corporation, Morningstar, Inc., 
VARDS, Dow Jones or similar independent rating or statistical investment 
services that monitor the performance of insurance company separate accounts 
or mutual funds. Performance of the Variable Account may be quoted or 
compared to rankings, yields or returns as published or prepared by 
independent rating or statistical services or publishers or publications 
such as THE BANK RATE MONITOR NATIONAL INDEX, BARRON'S, BUSINESS WEEK, 
DONOGHUE'S MONEY MARKET FUND REPORT, FINANCIAL SERVICES WEEK, FINANCIAL 
TIMES, FINANCIAL WORLD, FORBES, FORTUNE, GLOBAL INVESTOR, INSTITUTIONAL 
INVESTOR, INVESTOR'S DAILY, KIPLINGER'S PERSONAL FINANCE, LIPPER ANALYTICAL 
SERVICES, MONEY, MUTUAL FUND FORECASTER, NEWSWEEK, THE NEW YORK TIMES, 
PERSONAL INVESTOR, STANGER REPORT, SYLVIA PORTER'S PERSONAL FINANCE, USA 
TODAY, U.S. NEWS AND WORLD REPORT, THE WALL STREET JOURNAL and WIESENBERGER 
INVESTMENT COMPANIES SERVICE.

                LBVIP, LUTHERAN BROTHERHOOD, THE VARIABLE ACCOUNT
                                AND THE FUND

LBVIP and Lutheran Brotherhood

The Contracts are issued by LBVIP. LBVIP, organized in 1982, is a stock life 
insurance company incorporated under the laws of the State of Minnesota. 
LBVIP is currently licensed to transact life insurance business in 42 states 
and the District of Columbia.

   
LBVIP is an indirect subsidiary of Lutheran Brotherhood, a fraternal benefit 
society owned by and operated for its members. Lutheran Brotherhood was 
founded in 1917 under the laws of the State of Minnesota, and at the end of 
1997 had total assets of approximately $13.2 billion.

Lutheran Brotherhood has invested approximately $115.8 million in LBVIP, to 
help LBVIP meet capitalization requirements of various states, and may 
invest additional amounts in LBVIP in the future (though it is not currently 
legally obligated to do so). The assets of Lutheran Brotherhood do not 
support the benefits payable under the Contracts described in this 
Prospectus.
    

LBVIP is subject to regulation by the Insurance Division of the State of 
Minnesota as well as by the insurance departments of all the other states 
and jurisdictions in which it does business. LBVIP submits annual reports on 
its operations and finances to insurance officials in such states and 
jurisdictions. The forms of Contracts described in this Prospectus are filed 
with and (where required) approved by insurance officials in each state and 
jurisdiction in which Contracts are sold. LBVIP is also subject to certain 
Federal securities laws and regulations.

The Variable Account

The Variable Account is a separate account of LBVIP, established by the 
Board of Directors of LBVIP in 1987 pursuant to the laws of the State of 
Minnesota. The Variable Account meets the definition of a "separate account" 
under the federal securities laws. LBVIP has caused the Variable Account to 
be registered with the Securities and Exchange Commission (the "SEC") as a 
unit investment trust under the Investment Company Act of 1940 (the "1940 
Act"). Such registration does not involve supervision by the SEC of the 
management or investment policies or practices of the Variable Account.

The assets of the Variable Account are owned by LBVIP, and LBVIP is not a 
trustee with respect to such assets. However, the Minnesota laws under which 
the Variable Account was established provide that the Variable Account shall 
not be chargeable with liabilities arising out of any other business LBVIP 
may conduct. LBVIP may transfer to its general account assets of the 
Variable Account which exceed the reserves and other liabilities of the 
Variable Account.

Income and realized and unrealized gains and losses from each Subaccount of 
the Variable Account are credited to or charged against that Subaccount 
without regard to any of LBVIP's other income, gains or losses. LBVIP may 
accumulate in the Variable Account the charge for expense and mortality 
risk, mortality gains and losses and investment results applicable to those 
assets that are in excess of net assets supporting the Contracts.

LB Series Fund, Inc.

   
Each Contract Owner may allocate the premiums paid under the Contract to one 
or more of the seven Subaccounts of the Variable Account -- the Growth 
Subaccount, the High Yield Subaccount, the Income Subaccount, the 
Opportunity Growth Subaccount, the Mid Cap Growth Subaccount, the World 
Growth Subaccount and the Money Market Subaccount. The assets of each such 
Subaccount will be invested in the corresponding Portfolio (the Growth 
Portfolio, the Mid Cap Growth Portfolio, the High Yield Portfolio, the 
Income Portfolio, the Opportunity Growth Portfolio, the World Growth 
Portfolio or the Money Market Portfolio) of the Fund. The investment 
objectives of the Portfolios of the Fund (individually a "Portfolio" and 
collectively the "Portfolios") are:

Growth Portfolio. To achieve long-term growth of capital through investment 
primarily in common stocks of established corporations that appear to offer 
attractive prospects of a high total return from dividends and capital 
appreciation.
    

High Yield Portfolio. To achieve a higher level of income through a 
diversified portfolio of high yield securities ("junk bonds") which involve 
greater risks than higher quality investments, while also considering growth 
of capital as a secondary objective.

Income Portfolio. To achieve a high level of income over the longer term 
while providing reasonable safety of capital through investment primarily in 
readily marketable intermediate and long-term fixed income securities.

Opportunity Growth Portfolio.  To achieve long term growth of capital by 
investing primarily in a professionally managed diversified portfolio of 
smaller capitalization common stocks.

Mid Cap Growth Portfolio.  To achieve long term growth of capital by 
investing primarily in a professionally managed diversified portfolio of 
common stocks of companies with medium market capitalizations.

World Growth Portfolio.  To achieve long-term growth of capital by investing 
primarily in a professionally managed diversified portfolio of common stocks 
of established, non-U.S. companies.

Money Market Portfolio. To achieve the maximum current income that is 
consistent with stability of capital and maintenance of liquidity through 
investment in high-quality, short-term debt obligations.

No assurance can be given that the Portfolios of the Fund will achieve their 
respective investment objectives.

Shares of the Fund purchased by each Subaccount of the Variable Account will 
be held by LBVIP as custodian for the Variable Account.

The Fund is designed to provide an investment vehicle for variable annuity 
and variable life insurance contracts. Shares of the Fund will be sold to 
other insurance company separate accounts of LBVIP and separate accounts of 
its indirect parent, Lutheran Brotherhood ("LB"), and the Fund may in the 
future create new portfolios. It is conceivable that in the future it may be 
disadvantageous for both variable annuity separate accounts and variable 
life insurance separate accounts and for LBVIP and LB to invest 
simultaneously in the Fund, although LBVIP does not foresee any such 
disadvantages to either variable annuity or variable life insurance contract 
owners. The management of the Fund intends to monitor events in order to 
identify any material conflicts between such contract owners and to 
determine what action, if any, should be taken in response. Such action 
could include the sale of Fund shares by one or more of the separate 
accounts, which could have adverse consequences. Material conflicts could 
result from, for example, (1) changes in state insurance laws, (2) changes 
in Federal income tax law, (3) changes in the investment management of the 
Fund, or (4) differences in voting instructions between those given by the 
contract owners from the different separate accounts. In addition, if LBVIP 
believes the Fund's response to any of those events or conflicts 
insufficiently protects Contract Owners, it will take appropriate action on 
its own.

The Fund is registered with the SEC under the 1940 Act as a diversified, 
open-end management investment company (commonly called a "mutual fund"). 
This registration does not involve supervision by the SEC of the management 
or investment practices or policies of the Fund. Shares of the Fund may be 
sold to other separate accounts, and the Fund may in the future create new 
Portfolios.

The Variable Account will purchase and redeem shares from the Fund at net 
asset value. Shares will be redeemed to the extent necessary for LBVIP to 
collect charges under the Contracts, to make payments upon surrenders, to 
provide benefits under the Contracts, or to transfer assets from one 
Subaccount to another as requested by Contract Owners. Any dividend or 
capital gain distribution received from a Portfolio of the Fund will be 
reinvested immediately at net asset value in shares of that Portfolio and 
retained as assets of the corresponding Subaccount.

The Fund receives investment advice with respect to each of its Portfolios 
from LB, which acts as investment adviser to the Fund. LB is a registered 
investment adviser under the Investment Advisers Act of 1940. Lutheran 
Brotherhood Research Corp. ("LBRC"), an indirect subsidiary of Lutheran 
Brotherhood, acted as investment adviser to the Fund until January 1994, 
when it was replaced by LB. LBRC provided investment advisory services to 
the Fund using personnel and services provided by LB. As investment adviser 
to the Fund, LB charges the Fund a daily investment advisory fee equal to an 
annual rate of .40% of the aggregate average daily net assets of the Money 
Market, Income, High Yield, Growth, Mid Cap Growth, and Opportunity Growth 
Portfolios.  LB also charges the Fund an annual investment advisory fee 
equal to .85% of the aggregate average daily net assets of the World Growth 
Portfolio.

The Fund has entered into an Investment Advisory Agreement with LB under 
which LB will, subject to the direction of the Board of Directors of the 
Fund, carry on the day-to-day management of the Fund, and provide advice and 
recommendations with respect to investments and the purchase and sale of 
securities in accordance with the Fund's investment objectives, policies and 
restrictions. LB also furnishes at its own expenses all necessary 
administrative services, office space, equipment and clerical personnel for 
servicing the investments of the Fund and maintaining its organization, and 
investment advisory facilities and executive and supervisory personnel for 
managing the investments and effecting the portfolio transactions of the 
Fund. The Investment Advisory Agreement provides that the Fund will pay, or 
provide for the payment of, all of its own expenses, including, without 
limitation, the compensation of the directors who are not affiliated with LB 
or its affiliates, governmental fees, interest charges, taxes, membership 
dues in the Investment Company Institute allocable to the Fund, fees and 
expenses of the independent auditors, of legal counsel and of any transfer 
agent, registrar and dividend disbursing agent of the Fund, expenses of 
preparing, printing and mailing prospectuses, shareholders' reports, 
notices, proxy statements and reports to governmental officers and 
commissions, expenses connected with the execution, recording and settlement 
of portfolio security transactions, insurance premiums, fees and expenses of 
the Fund's custodian for all services to the Fund, including safekeeping of 
funds and securities and keeping of books and calculating the net asset 
value of the shares of the Portfolios of the Fund, expenses of shareholders' 
meetings and expenses relating to the issuance, registration and 
qualification of shares of the Fund. LB and LBVIP have agreed with the Fund 
to pay, or to reimburse the Fund for the payment of, all of the foregoing 
expenses and all other expense associated with operating the Fund pursuant 
to a separate written agreement (the "Expense Reimbursement Agreement"). The 
Expense Reimbursement Agreement could be terminated at any time by the 
mutual agreement of the Fund, LB and LBVIP, but the Fund and LB and LBVIP 
currently contemplate that the Expense Reimbursement Agreement will continue 
so long as the Fund remains in existence. If the Expense Reimbursement 
Agreement were terminated, the Fund would be required to pay those operating 
expenses, which would reduce the net investment return on the shares of the 
Fund held by the Subaccounts of the Variable Account.

   
LB has engaged T. Rowe Price Associates, Inc. ("T. Rowe Price") as 
investment sub-adviser for the Opportunity Growth Portfolio.  T. Rowe Price 
was founded in 1937 and has its principal offices in Baltimore, Maryland.  
As of December 31, 1997, T. Rowe Price and its affiliates managed over $124 
billion.  Richard T. Whitney, Managing Director of T. Rowe Price, is 
primarily responsible for day-to-day management of the Opportunity Growth 
Portfolio and developing and executing the Portfolio's investment program.

LB pays the Sub-adviser for the Opportunity Growth Portfolio an annual sub-
advisory fee for the performance of sub-advisory services.  The fee payable 
is equal to .30% of that Portfolio's average daily net assets.

LB has engaged Rowe Price-Fleming International, Inc., ("Price-Fleming") as 
investment sub-adviser for the World Growth Portfolio.  Price-Fleming was 
founded in 1979 as a joint venture between T. Rowe Price Associates, Inc. 
and Robert Fleming Holdings Limited.  Price-Fleming is one of the world's 
largest international mutual fund asset managers with approximately the U.S. 
equivalent of $30 billion under management as of December 31, 1997 in its 
offices in Baltimore, London, Tokyo and Hong Kong.  Price-Fleming has an 
investment advisory group that has day-to-day responsibility for managing 
the World Growth Portfolio and developing and executing the Portfolio's 
investment program.
    

LB pays the Sub-adviser for the World Growth Portfolio an annual sub-
advisory fee for the performance of sub-advisory services.  The fee payable 
is equal to a percentage of that Portfolio's average daily net assets.  The 
percentage varies with the size of the Portfolio's net assets, decreasing as 
the Portfolio's assets increase.  The formula for determining the sub-
advisory fee is described fully in the prospectus for the Fund.

Each Contract Owner should periodically consider the allocation among the 
Subaccounts in light of current market conditions and the investment risks 
attendant to investing in the Fund's various Portfolios. A full description 
of the Fund, its investment objectives, policies and restrictions, its 
expenses, the risks attendant to investing in the Fund's Portfolios and 
other aspects of its operation is contained in the accompanying Prospectus 
for the Fund, which should be carefully read together with this Prospectus.

Addition, Deletion or Substitution of Investments

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

LBVIP also reserves the right to establish additional Subaccounts of the 
Variable Account, each of which would invest in shares corresponding to a 
new Portfolio of the Fund or in shares of another investment company having 
a specified investment objective. Subject to applicable law and any required 
SEC approval, LBVIP may, in its sole discretion, establish new Subaccounts 
or eliminate one or more Subaccounts if marketing needs, tax considerations 
or investment conditions warrant. Any new Subaccounts may be made available 
to existing Contract Owners on a basis to be determined by LBVIP.

If any of these substitutions or changes are made, LBVIP may by appropriate 
endorsement change the Contract to reflect the substitution or change. If 
LBVIP deems it to be in the best interest of Contract Owners and Annuitants, 
and subject to any approvals that may be required under applicable law, the 
Variable Account may be operated as a management company under the 1940 Act, 
it may be deregistered under that Act if registration is no longer required, 
or it may be combined with other LBVIP separate accounts.

                                THE CONTRACTS

Issuance of a Contract

In order to purchase a Contract, application must be made to LBVIP through a 
licensed LBVIP Representative, who is also a registered representative of 
LBSC. LBVIP is offering Contracts only in situations in which the Annuitant 
is eligible for membership in Lutheran Brotherhood, unless otherwise 
required by state law. Contracts may be sold to or in connection with 
retirement plans which may or may not be Qualified Plans. LBVIP reserves the 
right to reject an application for any reason permitted by law.

The minimum amount LBVIP will accept as an initial premium is $600 on an 
annualized basis. LBVIP may, however, in its sole discretion, waive such 
minimum initial premium requirements. Subsequent premiums may be paid under 
the Contracts, but LBVIP may choose not to accept any subsequent premium if 
it is less than $50.

Free Look Period

The Contract provides for an initial "free look" period. The Contract Owner 
has the right to return the Contract within 10 days after such Contract 
Owner receives the Contract. When LBVIP receives the returned Contract at 
its Home Office, it will be cancelled and LBVIP will refund to the Contract 
Owner an amount equal to the sum of (i) the Accumulated Value (as of the 
date the returned Contract is received by LBVIP at its Home Office or by the 
LBVIP Representative from whom the Contract was purchased) plus (ii) the 
amount of any charges made for premium taxes plus (iii) the amount 
attributable to the Contract for mortality and expense risk charges and 
taxes, if any, deducted from the Variable Account plus (iv) the advisory 
fees charged by the Fund against the net asset value in the Fund Portfolios 
attributable to the Contract's value in the corresponding Subaccounts of the 
Variable Account. If, however, applicable state law so requires, the full 
amount of any premium received by LBVIP will be refunded.

For Contracts issued in Pennsylvania, when LBVIP receives the returned 
Contract at its Home Office, it will be canceled and LBVIP will refund to 
the Contract Owner an amount equal to the sum of (i) the difference between 
the premiums paid and the amount allocated to the Variable and Fixed 
Accounts plus (ii) the Accumulated Value on the day the Contract is received 
by the LBVIP Representative from whom the Contract was purchased.

With respect to individual retirement annuities, under the Employee 
Retirement Income Security Act of 1974 ("ERISA") a Contract Owner 
establishing an Individual Retirement Account must be furnished with a 
disclosure statement containing certain information about the Contract and 
applicable legal requirements. This statement must be furnished on or before 
the date the individual retirement annuity is established. If the Contract 
Owner is furnished with such disclosure statement before the seventh day 
preceding the date the individual retirement annuity is established, the 
Contract Owner will not have any right of revocation under ERISA. If the 
disclosure statement is furnished after the seventh day preceding the 
establishment of the individual retirement annuity, then the Contract Owner 
may give a notice of revocation to LBVIP at any time within seven days after 
the Date of Issue. Upon such revocation, LBVIP will refund the premiums paid 
by the Contract Owner. The foregoing right of revocation with respect to an 
individual retirement annuity is in addition to the return privilege set 
forth in the preceding paragraph, i.e., LBVIP will allow a participant 
establishing an individual retirement annuity a "ten day free-look", 
notwithstanding the provisions of ERISA.

Allocation of Premium

Until the date LBVIP approves the Contract Owner's application, the initial 
premium will be deposited into LBVIP's general account. Interest will be 
credited on the initial premium held in LBVIP's general account at a rate of 
interest determined by LBVIP. On the date LBVIP approves the Contract 
Owner's application, LBVIP will add this accumulation amount to the initial 
premium and allocate this amount (after deduction of any required premium 
taxes) among the Subaccount(s) and/or the Fixed Account according to the 
Contract Owner's instructions. If the Date of Issue and the date of 
acceptance by LBVIP are the same day, then the initial premium payment will 
be immediately allocated among the chosen Subaccount(s) and/or Fixed Account 
according to the Contract Owner's instructions.

This initial premium allocation procedure is designed as a way to give the 
Contract Owner interest on the initial premium from the Date of Issue to the 
date LBVIP approves the Contract Owner's application, with the interest 
payment being paid by LBVIP. Other Contract Owners' interests will not be 
adversely affected by this initial premium allocation procedure, because 
LBVIP, and not the existing Contract Owners, will bear any expenses in 
effecting the procedure, including the expense of crediting the interest 
accumulations.

If the application is determined to be in good order, LBVIP will allocate 
the premium payment (after deduction of any required premium taxes) to the 
chosen subaccount and/or Fixed Account within two days of receipt of the 
completed application and premium payment. If the application is determined 
by LBVIP not to be in good order, LBVIP will attempt to complete the 
application within five business days. If the application is not complete at 
the end of this period, LBVIP will inform the applicant of the reason for 
the delay and that the initial premium will be returned immediately unless 
the applicant specifically consents to LBVIP keeping the initial premium 
until the application is complete.

The percentages of each premium that may be allocated to any Subaccount of 
the Variable Account or the Fixed Account must be in whole numbers and the 
sum of the allocation percentages must be 100%. LBVIP reserves the right to 
adjust allocation percentages to eliminate fractional percentages. 
Subsequent premiums will be allocated among the Subaccounts and the Fixed 
Account in the same proportion as the initial premium, at the end of the 
Valuation Period in which the subsequent premium is received by LBVIP. The 
allocation proportion for future premiums may, however, be changed without 
charge at any time by providing LBVIP with Written Notice or by telephone 
(if the Contract Owner has completed the Telephone Transaction Authorization 
Form). Premiums paid thereafter will be allocated in the manner provided in 
such changed instruction, unless another change is subsequently requested.

The values in the Subaccounts of the Variable Account will vary with the 
investment experience of the Subaccounts and the Contract Owner bears the 
entire investment risk. Contract Owners should periodically review their 
allocations of premiums in light of market conditions and the Contract 
Owner's overall financial objectives.

Accumulated Value; Accumulation Units and Accumulation Unit Value

The Accumulated Value of the Contract is the total amount of value held 
under the Contract at any time prior to and including the Maturity Date. A 
Contract's Accumulated Value will reflect the investment experience of the 
chosen Subaccounts of the Variable Account, any amount of value in the Fixed 
Account, any premiums paid, any surrenders, and any charges assessed in 
connection with the Contract. There is no guaranteed minimum Accumulated 
Value, and, because a Contract's Accumulated Value on any future date 
depends upon a number of variables, it cannot be predetermined.

Calculation of Accumulated Value. The Accumulated Value of the Contract is 
determined on each Valuation Date. The Contract's Accumulated Value will be 
the aggregate of the values attributable to the Contract in each of the 
Subaccounts, determined for each Subaccount by multiplying the Subaccount's 
Accumulation Unit Value on the relevant Valuation Date by the number of 
Subaccount Accumulation Units allocated to the Contract, plus any amounts in 
the Fixed Account.

Determination of Number of Accumulation Units. Any amounts allocated to the 
Subaccounts will be converted into Accumulation Units of the Subaccount. The 
number of Accumulation Units to be credited to the Contract is determined by 
dividing the dollar amount being allocated by the Accumulation Unit Value as 
of the end of the Valuation Period during which the amount was allocated. 
The number of Subaccount Accumulation Units in any Subaccount will be 
increased by (i) any premiums allocated to the Subaccount during the current 
Valuation Period, and (ii) any Accumulated Value transferred to the 
Subaccount from another Subaccount or from the Fixed Account during the 
current Valuation Period. The number of Subaccount Accumulation Units in any 
Subaccount will be decreased by (i) any Accumulated Value transferred from 
the Subaccount to another Subaccount or to the Fixed Account during the 
current Valuation Period, (ii) the amount of any partial surrender 
(including any related surrender charge and any charge for premium taxes) 
during the current Valuation Period, and (iii) any administrative charge 
taken from the Subaccount during the current Valuation Period.

The Accumulation Unit Value is determined before any Contract transactions 
on the Valuation Date that would affect the number of Subaccount 
Accumulation Units (see the immediately preceding paragraph). If the 
Contract's Accumulated Value in the Variable Account is to be calculated for 
a day that is not a Valuation Date, the next following Valuation Date will 
be used.

Determination of Accumulation Unit Value. The Accumulation Unit Value for a 
Subaccount is calculated on each Valuation Date by dividing (1) by (2), 
where

(1) is the net result of:

(a) the net asset value of the corresponding Portfolio of the Subaccount at 
the end of the current Valuation Period, plus

(b) the amount of any dividend or capital gain distribution declared by the 
Portfolio if the "ex-dividend" date occurs during the Valuation Period, plus 
or minus

(c) a charge or credit for any taxes reserved which LBVIP determines to be a 
result of the investment operation of the Portfolio, minus

(d) the mortality and expense risk charge (see "CHARGES AND DEDUCTIONS--
Mortality and Expense Risk Charge") for each day during the current 
Valuation Period (a current charge of .003014%, but never to exceed 
 .003425%, of the net assets for each day during the current Valuation 
Period), and

(2) is the number of Accumulation Units for the Subaccount attributable to 
all Contracts, including Accumulation Units held as reserves.


Death Benefit Before the Maturity Date

If the Annuitant, who is the Contract Owner unless another owner is named in 
the application, dies before the Maturity Date, the Beneficiary will be 
entitled to receive a death benefit under the Contract calculated on the 
later of (a) the date LBVIP receives proof of the Annuitant's death and (b) 
the date LBVIP receives a written request from the Beneficiary for either a 
single sum payment or a settlement option. If no such request is made within 
one year from the date of the Annuitant's death, the Beneficiary will be 
deemed to have requested a single sum payment. Any proceeds not subsequently 
withdrawn will be paid in a lump sum on the date five years after the date 
of death. (If the Beneficiary is the spouse of the deceased Contract Owner, 
such spouse may, to the extent permitted by law, elect to continue the 
Contract in force, in which case such spouse shall become and be treated as 
the Annuitant.)

Amount of Death Benefit. If a death benefit has become payable under a 
Contract as described above, the amount of the death benefit will be the 
greatest of (i) the Accumulated Value calculated on the later of the date 
LBVIP receives the proof of death and the written request referred to above, 
(ii) the sum of the premiums received by LBVIP under the Contract to the 
date of such receipt, less any previous partial surrenders (including any 
applicable charges); and (iii) the Accumulated Value on the preceding 
Minimum Death Benefit Date plus the sum of premiums received by LBVIP since 
that date, less the amount of any partial surrenders since then (including 
any applicable charges).

Manner of Payment -- Contracts Not Issued in Connection with Certain 
Qualified Plans. If the Contract in question was not issued in connection 
with a Qualified Plan, the following rules govern the manner of payment of 
the death benefit if the Annuitant dies before the Maturity Date:

(a) if a single sum is requested, the death benefit will be paid within 
seven days after the day LBVIP receives the proof of death and written 
request referred to above under "Amount of Death Benefit"; or

(b) if a settlement option is requested, (i) it must be a settlement option 
that the Contract Owner could have selected before the Maturity Date, and 
(ii) the settlement option must provide that the entire amount due under the 
Contract will be distributed (1) within five years from the date of death, 
or (2) over the life of the Beneficiary or for a period not in excess of the 
Beneficiary's life expectancy, provided that the distributions must begin 
within one year from the date of death.

Manner of Payment -- Contracts Issued in Connection with Qualified Plans. If 
the Contract in question was issued in connection with a Qualified Plan, 
certain restrictions on the manner of payment of the death benefit prior to 
the Maturity Date, similar to those described above under "Manner of Payment 
- -- Contracts Not Issued in Connection with Certain Qualified Plans", are 
applicable. The manner of payment of such death benefit under a Contract 
issued in connection with a Qualified Plan will be stated in the Contract or 
the plan documents. Purchasers acquiring Contracts pursuant to Qualified 
Plans should consult qualified pension or tax advisers.

Death Benefit After the Maturity Date

   
If the Annuitant dies who is the Contract Owner unless another owner is 
named in the application after the Maturity Date, the death benefit shall be 
as stated in the settlement option in effect, provided, however, that death 
benefit payments must be paid at least as rapidly as payments were being 
paid under the settlement option in effect on the date of death. With 
respect to a Contract issued in connection with a Qualified Plan, certain 
additional restrictions on the manner of payment of the death benefit after 
the Maturity Date, similar to those described above under "Death Benefit 
Before the Maturity Date -- Manner of Payment -- Contracts Not Issued in 
Connection with Certain Qualified Plans", are also applicable.
    

Surrender (Redemption)

If a Written Notice from the Contract Owner requesting a surrender is 
received by LBVIP on or before the Maturity Date, all or part of the 
Accumulated Value will be paid to the Contract Owner after deducting any 
applicable surrender charge and any applicable premium tax (see "CHARGES AND 
DEDUCTIONS--Surrender Charge (Contingent Deferred Sales Charge)").

A surrender will take place at the end of the Valuation Period during which 
the requirements for surrender are completed and payment will be made within 
seven days after such surrender. If a surrender is partial, the surrender 
payments will be taken proportionately from all Subaccounts and the Fixed 
Account on a basis that reflects their proportionate percentage of the 
Accumulated Value. The Contract Owner may select a different allocation 
basis with LBVIP's approval. Partial surrenders must be for at least $200, 
and may be requested only if the remaining Accumulated Value is not less 
than $1,000.

LBVIP may cancel the Contract on any Contract Anniversary if (a) the 
Accumulated Value after all charges is less than $1,000 and no premium 
payments have been made under the Contract within the last 24 months or (b) 
the Accumulated Value as of the Contract Anniversary is less than the 
administrative charge (see "CHARGES AND DEDUCTIONS--Administrative Charge"). 
LBVIP will notify the Contract Owner 60 days before such Contract 
Anniversary and provide the Contract Owner the minimum dollar amount 
required to keep the Contract in force. Failure to make sufficient payment 
will result in cancellation of the Contract on the Contract Anniversary. If 
such Contract Anniversary is not a Valuation Date, then the Accumulated 
Value will be determined on the next Valuation Date. Upon cancellation under 
(a) above, LBVIP will pay the Contract Owner the Accumulated Value as of 
such Valuation Date.

After the Maturity Date, certain of the available settlement options (those 
that do not involve a life contingency) also permit surrenders by the 
Contract Owner. In such cases, the amount available for surrender is the 
commuted value of any unpaid annuity installments, computed on the basis of 
the assumed interest rate incorporated in such annuity installments. 
However, a surrender charge is deducted at the time of annuitization if 
these settlement options are selected (see "CHARGES AND DEDUCTIONS--
Surrender Charge (Contingent Deferred Sales Charge")).

Consideration should be given to the tax implications of a surrender prior 
to making a surrender request. See "FEDERAL TAX STATUS--Taxation of 
Annuities in General".

Transfers

On or before the Maturity Date, the Contract Owner may request by Written 
Notice (or by telephone if the Contract Owner has completed the Telephone 
Transaction Authorization Form) the transfer, subject to any conditions the 
Portfolio whose shares are involved may impose, of all or a part of a 
Contract's Accumulated Value among the Subaccounts of the Variable Account 
and the Fixed Account. The transfer will be made by LBVIP without charge on 
the day Written Notice (or telephonic instructions) requesting such transfer 
is received by LBVIP. To accomplish the transfer from the Variable Account, 
the Variable Account will surrender Accumulation Units in the particular 
Subaccounts and reinvest that value in Accumulation Units of other 
particular Subaccounts and the Fixed Account as directed in the request. The 
total amount transferred each time must be at least $200 (unless the total 
value in a Subaccount of the Variable Account or the Fixed Account is less 
than $200, in which case the entire amount may be transferred). LBVIP 
reserves the right to limit the number of transfers in any Contract Year, 
provided that at least two such transfers each Contract Year will always be 
allowed. (For Contracts issued in the state of Texas, the maximum number of 
transfers allowed in any Contract Year is twelve.) With respect to the Fixed 
Account, transfers out of the Fixed Account are limited to only one during 
each Contract Year and must be made on or within 45 days after a Contract 
Anniversary. To accomplish a transfer from the Fixed Account, the Fixed 
Account will surrender Accumulated Value from the Fixed Account and reinvest 
that value in Accumulation Units of particular Subaccounts of the Variable 
Account as directed in the request.

After the Maturity Date, the Contract Owner may, by Written Notice and only 
once each Contract Year, change the percentage allocation of variable 
annuity payments among the available Subaccounts.

Telephone Transfers

Telephone transfers are available when the Contract Owner completes the 
Telephone Transaction Authorization Form. If the Contract Owner elects to 
complete the Telephone Transaction Authorization Form, the Contract Owner 
thereby agrees that LBVIP, its agents and employees will not be liable for 
any loss, liability cost or expense when LBVIP, its agents and employees act 
in accordance with the telephone transfer instructions that have been 
properly received and recorded on voice recording equipment. If a telephone 
authorization or instruction, processed after the Contract Owner has 
completed the Telephone Transaction Authorization Form, is later determined 
not to have been made by the Contract Owner or was made without the Contract 
Owner's authorization, and a loss results from such unauthorized 
instruction, the Contract Owner bears the risk of this loss. LBVIP will 
employ reasonable procedures to confirm that instructions communicated by 
telephone are genuine. In the event LBVIP does not employ such procedures, 
LBVIP may be liable for any losses due to unauthorized or fraudulent 
instructions. Such procedures may include, among others, requiring forms of 
personal identification prior to acting upon telephone instructions, 
providing written confirmation of such instructions and/or tape recording 
telephone instructions.

Special Transfer Service -- Dollar Cost Averaging

LBVIP administers a dollar cost averaging program which enables a Contract 
Owner to pre-authorize a periodic exercise of the transfer rights described 
above. A Contract Owner entering into a dollar cost averaging agreement will 
instruct LBVIP to periodically transfer predetermined dollar amounts from 
the Money Market Subaccount to as many of the five other Subaccounts or to 
the Fixed Account as specified by the Contract Owner until the amount in the 
Money Market Subaccount is exhausted or the agreement is terminated by the 
Contract Owner. The dollar cost averaging program is generally suitable for 
Contract Owners making a substantial deposit to the Contract and who wish to 
use the other Subaccounts or the Fixed Account investment option, but desire 
to control the risk of investing at the top of a market cycle. The dollar 
cost averaging program allows such investments to be made in equal 
installments over time in an effort to reduce such risk. Dollar cost 
averaging does not guarantee that the Variable Account will gain in value, 
nor will it protect against a decline in value if market prices fall. 
However, if a Contract Owner can continue to invest regularly throughout 
changing market conditions, it can be an effective strategy to help meet 
long-term goals. Contract Owners interested in the dollar cost averaging 
program may obtain an application and full information concerning the 
program and its restrictions from LBVIP.

Assignments

If the Contract is used in a Qualified Plan and the Contract Owner is a 
trust, custodian or employer, then the Contract Owner may transfer ownership 
to the Annuitant. Otherwise, the Contract may not be sold, assigned, 
discounted or pledged as collateral for a loan or as security for 
performance of an obligation or for any other purpose to any person other 
than LBVIP. 

If the Contract is not used in a Qualified Plan, then ownership may be 
transferred, but not to a natural person, and the Contract may be assigned 
as Collateral. 

LBVIP shall not be bound by any sale, assignment, pledge or transfer until 
Written Notice thereof is actually received by LBVIP at its Home Office and 
shall not be responsible for the validity of any sale, assignment, pledge or 
transfer. Any payments made or actions taken by LBVIP before LBVIP actually 
receives Written Notice shall not be affected by the sale, assignment, 
pledge or transfer.

Considerations should be given to the tax implications of an assignment. See 
"FEDERAL TAX STATUS--Taxation of Annuities in General".

Contract Owner, Beneficiaries and Annuitants

Unless another owner is named as the Contract Owner in the application for 
the Contract, the Annuitant is the Contract Owner and may exercise all of 
the Contract Owner's rights under the Contract.

The Contract Owner may name a Beneficiary to receive the death benefit 
payable under the Contract. If the Beneficiary is not living on the date 
payment is due or if no Beneficiary has been named, the death benefit will 
be paid to the estate of the Annuitant.

The Contract Owner may change the Beneficiary by giving LBVIP Written Notice 
of the change, but the change shall not be effective until actually received 
by LBVIP at its Home Office. Upon receipt by LBVIP of a notice of change, it 
will be effective as of the date it was signed but shall not affect any 
payments made or actions taken by LBVIP before LBVIP received the Written 
Notice, and LBVIP shall not be responsible for the validity of any change.

                           CHARGES AND DEDUCTIONS

Surrender Charge (Contingent Deferred Sales Charge)

General. No charge for sales expense is deducted from premiums at the time 
premiums are paid. However, within certain time limits described below a 
surrender charge is deducted from the Accumulated Value of the Contract in 
the case of surrender, in whole or in part, before annuity payments begin 
and, if certain settlement options are selected, at the time annuity 
payments begin. In the event surrender charges are not sufficient to cover 
sales expenses, the loss will be borne by LBVIP; conversely, if the amount 
of such charges proves more than enough, the excess will be retained by 
LBVIP (see "Sufficiency of Charges" below). LBVIP does not currently believe 
that the surrender charges imposed will cover the expected costs of 
distributing the Contracts.

If a Contract is surrendered in whole or in part before it has been in force 
for six full Contract Years, a surrender charge is deducted from the amount 
surrendered; provided that in each Contract Year, a Contract Owner may 
surrender without a surrender charge, up to 10% of a Contract's Accumulated 
Value existing at the time the first surrender is made in that Contract 
Year. For example, if a total surrender is made during a Contract Year in 
which a partial surrender has been made, the Contract Owner may surrender 
free of charge an amount equal to 10% of the Accumulated Value of the 
Contract at the time of the partial surrender less the total of the partial 
surrender to which no charge was applied. This right is not cumulative from 
Contract Year to Contract Year. In the event that a surrender is made in 
excess of the amount which may be surrendered free of charge, only the 
excess (the "Excess Amount") will be subject to a surrender charge.

The charge is applied as a percentage of the Excess Amount surrendered, but 
in no event will the total surrender charge on any one Contract exceed a 
maximum limit of 6 1/2% of total gross premiums paid under the Contract. 
Such total charge equals the aggregate of all applicable surrender charges 
for total and partial surrenders, including any charges deducted at the time 
annuity payments begin (as described below).

Charges for Total and Partial Surrenders. If a Contract is surrendered, in 
whole or in part, while the Contract is in force and on or before the 
Maturity Date, a surrender charge is imposed on the Excess Amount of such 
surrender if such surrender occurs before the Contract has been in force for 
six full Contract Years as follows:

     Contract Year in which
       Total or Partial                  Charge as Percentage of
       Surrender Occurs                 Excess Amount Surrendered*
     -----------------------            -------------------------
          1                                        6%
          2                                        5
          3                                        4
          4                                        3
          5                                        2
          6                                        1
          7 and after                              0
____________________

* Although the charge as a percentage of excess amount surrendered decreases 
from 6% to 0 over time, the actual aggregate amount of surrender charge 
deducted may be up to the 6 1/2% of total gross premiums paid maximum limit 
described above.

For purposes hereof, the amount surrendered is equal to the amount of the 
surrender request, and the amount received by the Contract Owner is equal to 
the amount of the surrender request less the applicable surrender charge and 
any withholding and premium tax if applicable.

No surrender charge is deducted if the surrender occurs after expiration of 
the time period applicable to such charge as shown in the table above.

Surrender charges otherwise payable will be waived with respect to 
surrenders made by the Contract Owner when the Annuitant is totally disabled 
(as defined in the Contract).

Certain surrenders are subject to a 10% Federal tax penalty on the amount of 
income withdrawn (see "FEDERAL TAX STATUS--Taxation of Annuities in 
General").

Charge at the Time Annuity Payments Begin. Generally, at the time annuity 
payments begin, a surrender charge as described above will apply. Such 
charge is the same as that which would apply had the Contract been fully 
surrendered on the Maturity Date, taking into account the 10% free surrender 
provision described above and subject to the maximum 6 1/2% limitation 
described above. If, however, the Contract Owner has chosen a settlement 
option providing an income for a fixed period (e.g., Option 3V described 
under "ANNUITY PROVISIONS--Settlement Options"), for any annuitization made 
more than three years after the Date of Issue, no surrender charge will be 
deducted from the portion of Accumulated Value annuitized provided that 
payments under such a settlement option will be made for at least five years 
and that proceeds may not be withdrawn. This surrender charge will be waived 
if the Annuitant is totally disabled (as defined in the Contract) on the 
Maturity Date. No further surrender charge is deducted with respect to 
surrenders during the annuity period under such a settlement option.

No surrender charge is imposed at the time of annuitization (if 
annuitization occurs more than three years after the Date of Issue) if a 
settlement option involving a life income with a guaranteed period is chosen 
(e.g., Option 4V described under "ANNUITY PROVISIONS--Settlement Options"), 
but surrenders are not permitted during the annuity period under such a 
settlement option.

Administrative Charge

On each Contract Anniversary prior to and including the Maturity Date, LBVIP 
deducts from the Accumulated Value, proportionately from the Subaccounts and 
the Fixed Account that make up such Accumulated Value, an annual 
administrative charge of $30 to reimburse LBVIP for administrative expenses 
relating to the Contract, the Variable Account and the Subaccounts. (This 
charge will be lower to the extent legally required in some states.) Subject 
to LBVIP's approval, the Contract Owner may specify a different allocation 
for the administrative charge. No such charge is deducted if on that 
Contract Anniversary the total amount of premiums paid under the Contract, 
less the amount of all prior partial surrenders (which includes the amount 
of related surrender charges), is equal to or greater than $5,000 or the 
Accumulated Value is greater than $5,000. LBVIP does not expect to make a 
profit on this charge. No administration charge is payable during the 
annuity period.

Mortality and Expense Risk Charge

The variable annuity payments made to Annuitants will vary in accordance 
with the investment experience of the Subaccounts selected by the Contract 
Owner. However, neither such variable annuity payments, nor fixed annuity 
payments if fixed annuity payments have been selected, will be affected by 
the mortality experience (death rate) of persons receiving annuity payments. 
LBVIP assumes this "mortality risk" and has guaranteed the annuity rates 
incorporated in the Contract, which cannot be changed. LBVIP also assumes 
the mortality risk that Beneficiaries of Contract Owners or Annuitants dying 
before the Maturity Date may receive amounts in excess of the then current 
Accumulated Value (see "THE CONTRACTS--Death Benefit Before the Maturity 
Date"). In addition, LBVIP will not increase charges for administrative 
expenses regardless of its actual expenses.

To compensate LBVIP for assuming such mortality and expense risks, LBVIP 
deducts a daily mortality and expense risk charge from the average daily net 
assets in the Variable Account. LBVIP has determined that a mortality and 
expense risk charge at an annual rate of 1.25% of the average daily net 
assets of each Subaccount in the Variable Account would be reasonable in 
relation to the mortality and expense risks assumed by LBVIP under the 
Contract. LBVIP will, however, initially impose a daily mortality and 
expense risk charge in an amount that is equal to an annual rate of 1.10% 
(approximately 0.80% for mortality risk and approximately 0.30% for expense 
risk) of the average daily net assets of each Subaccount in the Variable 
Account. The mortality and expense risk charge is guaranteed not to increase 
above an annual rate of 1.25%.

If the mortality and expense risk charge is insufficient to cover the actual 
cost of the mortality and expense risk undertaken by LBVIP, LBVIP will bear 
the loss. Conversely, if the mortality and expense risk charge proves more 
than sufficient, the excess will be profit to LBVIP and would be available 
for any proper corporate purpose including, among other things, payment of 
sales expenses. See "Sufficiency of Charges" below.

Investment Advisory Fee of the Fund

Because the Variable Account purchases shares of the Fund, the net assets of 
the Variable Account will reflect the investment advisory fee incurred by 
the Fund. LB is paid a daily fee by the Fund for its investment management 
services equal to an annual rate of 0.40% of the aggregate average daily net 
assets of the Money Market Portfolio, Growth Portfolio, Mid Cap Growth 
Portfolio, Income Portfolio, High Yield Portfolio and Opportunity Growth 
Portfolio, and .85% of the aggregate average daily net assets of the World 
Growth Portfolio. See "LBVIP, LUTHERAN BROTHERHOOD, THE VARIABLE ACCOUNT AND 
THE FUND--LB Series Fund, Inc.", and the accompanying current Prospectus for 
the Fund.

Premium Taxes

A charge may be deducted for taxes attributable to premiums. Premium taxes 
vary from state to state and are subject to change. In many jurisdictions, 
there is no tax at all. Various states and other governmental entities levy 
a premium tax, currently ranging from 1% to 3.5%, on annuity contracts 
issued by insurance companies. If premium taxes are applicable to a 
Contract, they will be deducted, depending on when such taxes are paid to 
the taxing authority, either (a) from premiums as they are received, or (b) 
from the Accumulated Value upon (i) a partial or total surrender of the 
Contract or (ii) application of the Accumulated Value to a settlement option 
at the Maturity Date. See "Appendix B--State Premium Tax Chart" in the 
Statement of Additional Information.


Other Taxes

Currently, no charge will be made against the Variable Account for Federal 
income taxes. LBVIP may, however, make such a charge in the future if income 
or gains within the Variable Account will result in any Federal income tax 
liability to LBVIP. Charges for other taxes, if any, attributable to the 
Variable Account may also be made. See "FEDERAL TAX STATUS--LBVIP's Tax 
Status".

Sufficiency of Charges

If the amount of all charges assessed in connection with the Contracts as 
described above is not enough to cover all expenses incurred in connection 
therewith, the loss will be borne by LBVIP. Any such expenses borne by LBVIP 
will be paid out of its general account which may include, among other 
things, proceeds derived from mortality and expense risk charges deducted 
from the Variable Account. Conversely, if the amount of such charges proves 
more than enough, the excess will be retained by LBVIP.

                             ANNUITY PROVISIONS

Maturity Date

The Contract Owner selects the Maturity Date, which must be a Contract 
Anniversary at least three years after the date on which the Contract was 
issued, when making application for the Contract.  The Contract Owner may 
change a Maturity Date selection by Written Notice received by LBVIP at 
least 30 days before both the Maturity Date currently in effect and the new 
Maturity Date. The new date selected must satisfy the requirements for a 
Maturity Date.

For a Contract issued in Pennsylvania on or after March 11, 1991, the 
following requirements for maximum maturity ages of the Contract will be 
used. Maturity age is the last birthday of the Annuitant on the Contract 
Anniversary on or immediately prior to the Maturity Date.

               PENNSYLVANIA MAXIMUM MATURITY AGES

            Age on                             Maximum
       Date of Issue                         Maturity Age
      ---------------                       --------------
        70 or less                               85
        71 - 75                                  86
        76 - 80                                  88
        81 - 85                                  90
        86 - 90                                  93
        91 - 93                                  96
        94 - 95                                  98
        96                                       99

Settlement Options

The Contract Owner may select an annuity settlement option or options, and 
may select whether payments are to be made on a fixed or variable (or a 
combination of fixed and variable) basis. To the extent a fixed annuity is 
selected, Accumulated Value will be transferred to the Fixed Account, and 
the annuity payments will be guaranteed as to minimum dollar amount. See 
APPENDIX -- MORE INFORMATION ABOUT THE FIXED ACCOUNT. The Contract Owner may 
also change a choice of settlement option by Written Notice received by 
LBVIP at least 30 days before the Maturity Date.

The following variable annuity settlement options are generally available 
under the Contract:

Option 3V--Income for a Fixed Period. Income for a fixed number of years 
will be paid, not to exceed 30.

Option 4V--Life Income with Guaranteed Period. Income will be paid for the 
lifetime of the payee. If the payee dies during the guaranteed period, 
payments will be continued to the named Beneficiary to the end of that 
period. A period of 10 or 20 years may be selected. After the first payment 
is made, this option may not be revoked or changed.

Payments may be made under any other settlement option suggested by the 
Contract Owner that is agreed to by LBVIP.

LBVIP also provides fixed annuity options, which are not described here. Any 
one of the variable annuity options or any one of the fixed annuity options 
may be selected, or any one of the variable annuity options may be selected 
in combination with any one of the fixed annuity options.

If no valid selection of a settlement option has been made by the Maturity 
Date, the Life Income with 10-Year Guarantee Period fixed annuity settlement 
option shall be automatically effective.

   
It should be noted that under a settlement option providing an income for a 
fixed period (e.g., Option 3V described above), for any annuitization made 
more than three years after the Date of Issue, no surrender charge will be 
deducted from the portion of Accumulated Value annuitized, provided that 
payments under such settlement option will be made for at least five years 
and that proceeds may not be withdrawn.  Also, no surrender charge will be 
imposed at the time of annuitization (if annuitization occurs more than 
three years after the Date of Issue) under a settlement option providing a 
life income with a guaranteed period (e.g., Option 4V above). Surrenders 
after the Maturity Date are permitted only in connection with settlement 
options that do not involve a life contingency (see "THE CONTRACTS--
Surrender (Redemption)").
    

The Contract Owner may elect the receipt of a single sum, rather than 
payment pursuant to annuity settlement options, by surrendering the Contract 
in full on the Maturity Date. In such case, a surrender charge will be 
deducted from the Accumulated Value of the Contract if the Maturity Date 
occurs at any time during the surrender charge period, taking into account 
the 10% free surrender provision and subject to the maximum 6 1/2% 
limitation described under "CHARGES AND DEDUCTIONS--Surrender Charge 
(Contingent Deferred Sales Charge)".

Frequency and Amount of Annuity Payments

Annuity payments under a settlement option will be paid as monthly 
installments, unless the Contract Owner and LBVIP agree to a different 
payment schedule. However, if the Accumulated Value at the Maturity Date is 
less than $2,000, LBVIP may pay the Accumulated Value in a single sum and 
the Contract will be canceled. Also, if annuity payments would be or become 
less than $25 ($20 for Contracts issued in the state of Texas) if a single 
settlement option is chosen, or $25 ($20 for Contracts issued in the state 
of Texas) on each basis if a combination of variable and fixed options is 
chosen, LBVIP may change the frequency of payments to intervals that will 
result in payments of at least $25 ($20 for Contracts issued in the state of 
Texas) each from each option chosen.

The amount of the first variable annuity payment (and, in the case of fixed 
annuities, the amount of subsequent payments) is determined by applying the 
Accumulated Value to be applied to the settlement option at the Maturity 
Date, less any premium tax due (see "CHARGES AND DEDUCTIONS--Premium Taxes") 
and any surrender charge due (see "Settlement Options" above), to the 
annuity table in the Contract for the settlement option selected. The table 
shows the amount of the initial annuity payment for each $1,000 applied.

Subsequent variable annuity payments vary in amount in accordance with the 
investment experience of the selected Subaccount(s). Assuming annuity 
payments are based on the unit values of a single Subaccount, the dollar 
amount of the first annuity payment, determined as set forth above, is 
divided by the Annuity Unit Value as of the Maturity Date to establish the 
number of Annuity Units representing each annuity payment. This number of 
Annuity Units remains fixed during the annuity payment period. The dollar 
amount of the second and subsequent variable annuity payments is not 
predetermined and may change from payment to payment. The dollar amount of 
the second and each subsequent variable annuity payment is determined by 
multiplying the fixed number of Annuity Units by the Annuity Unit Value (see 
"Subaccount Annuity Unit Value" below) with respect to such Subaccount at 
the end of the last Valuation Date of the period with respect to which the 
payment is due. If the payment is based upon the Annuity Unit Values of more 
than one Subaccount, the foregoing procedure is repeated for each applicable 
Subaccount and the sum of the payments based on each Subaccount is the 
amount of the annuity payment.

The annuity tables in the Contracts are based on the mortality table 
specified in the Contract. Under such tables, the longer the life expectancy 
of the Annuitant under any life annuity option or the duration of any period 
for which payments are guaranteed under the option, the smaller will be the 
amount of the first monthly variable annuity payment. LBVIP guarantees that 
the dollar amount of each fixed and variable annuity payment after the first 
payment will not be affected by variations in expenses or in mortality 
experience from the mortality assumptions used to determine the first 
payment.

Subaccount Annuity Unit Value

The value of an Annuity Unit is determined independently for each 
Subaccount.

For each Subaccount, the Annuity Unit Value on any Valuation Date is 
determined by multiplying the Annuity Unit Value at the end of the 
immediately preceding Valuation Date by the net investment factor for the 
Valuation Date for which the Annuity Unit Value is being calculated, and 
multiplying the result by an interest factor which offsets the effect of the 
assumed investment earnings rate of 3 1/2% per annum which is assumed in the 
annuity tables contained in the Contract.

The net investment factor for each Subaccount for a Valuation Date is 
determined by dividing the value of an Accumulation Unit for the applicable 
Subaccount as of the end of the current Valuation Period by the value of an 
Accumulation Unit for the applicable Subaccount as of the end of the 
immediately preceding Valuation Period.

Assumed Investment Rate

A 3 1/2% assumed investment rate is built into the annuity tables contained 
in the Contracts. A higher assumption would mean a higher initial payment 
but more slowly rising and more rapidly falling subsequent payments. A lower 
assumption would have the opposite effect. If the actual net investment rate 
were at the annual rate of 3 1/2%, the annuity payments would be level.

                            GENERAL PROVISIONS

Postponement of Payments

General. LBVIP may defer payment of any surrender and annuity payment 
amounts, or death benefit amounts that are in the Variable Account if (a) 
the New York Stock Exchange is closed other than customary weekend and 
holiday closings, or trading on the New York Stock Exchange is restricted as 
determined by the SEC, or (b) an emergency exists, as determined by the SEC, 
as a result of which disposal of securities is not reasonably practicable or 
it is not reasonably practicable to determine the value of the Variable 
Account's net assets. Transfers and allocations of Accumulated Value to and 
against the Subaccounts of the Variable Account may also be postponed under 
these circumstances.

Payment by Check. Payments under the Contract of any amounts derived from 
premiums paid by check may be delayed until such time as the check has 
cleared the Contract Owner's bank.

Date of Receipt

Except as otherwise stated herein, the date of receipt by LBVIP of any 
Written Notice, premium payment, telephone instruction or other 
communication is the actual date it is received at LBVIP's Home Office in 
proper form unless received (1) after the close of the New York Stock 
Exchange, or (2) on a date which is not a Valuation Date. In either of these 
two cases, the date of receipt will be deemed to be the next Valuation Date.

Reports to Contract Owners

LBVIP will mail each Contract Owner, at such Contract Owner's last known 
address of record, at least annually after the first Contract Year, a report 
containing the Accumulated Value or current value of the Contract as of a 
date not more than two months prior to the date of mailing and any further 
information required by any applicable law or regulation.

Contract Inquiries

Inquiries regarding a Contract may be made by writing to LBVIP at its Home 
Office, 625 Fourth Avenue South, Minneapolis, Minnesota 55415.

                             FEDERAL TAX STATUS

Introduction

The ultimate effect of Federal income taxes on a Contract's Accumulated 
Value, on annuity payments and on the economic benefit to the Contract 
Owner, the Annuitant or the Beneficiary depends upon the tax status of such 
person, LBVIP, and, if the Contract is purchased under a retirement plan, 
upon the type of retirement plan and upon the tax and employment status of 
the individual concerned. The discussion contained herein is general in 
nature and is not intended as tax advice. No attempt is made to consider any 
applicable state or other tax laws. Moreover, the discussion contained 
herein is based on LBVIP's understanding of Federal income tax laws as 
currently interpreted. No representation is made regarding the likelihood of 
continuation of these interpretations by the Internal Revenue Service. LBVIP 
does not make any guarantee regarding the tax status of any Contract. Each 
person concerned should consult a qualified tax adviser.

LBVIP's Tax Status

LBVIP is taxed as a life insurance company under the Internal Revenue Code 
of 1986, as amended (the "Code"). Although the Variable Account is not a 
separate entity from LBVIP and its operations form a part of LBVIP, the Code 
in effect provides that the income and gains and losses from separate 
account investments are not income to the insurance company issuing the 
variable contracts so long as the contracts and the separate account meet 
certain requirements set forth in the Code. Because the Contracts and the 
Variable Account intend to meet such requirements, LBVIP anticipates no tax 
liability resulting from the Contracts, and consequently no reserve for 
income taxes is currently charged against, or maintained by LBVIP with 
respect to, the Contracts.

LBVIP may also incur state and local taxes, in addition to premium taxes, in 
several states. At present, these taxes are not significant. If there is a 
material change in state or local tax laws, charges for such taxes, if any, 
attributable to the Variable Account may be made.

Taxation of Annuities in General

Section 72 of the Code governs taxation of annuities in general.

Contracts Held by Individuals. An individual Contract Owner is not taxed on 
increases in the value of a Contract until a distribution occurs, either in 
the form of a single sum payment or as annuity payments under the settlement 
option selected.

Upon receipt of a single sum payment or of an annuity payment under the 
Contract, the recipient is taxed on the portion of such payment that exceeds 
the investment in the Contract.

For single sum payments, the taxable portion is generally the amount in 
excess of the premiums paid under the Contract. Such taxable portion is 
taxed at ordinary income tax rates. The investment in the Contract is not 
affected by loans or assignments of the Contract but is increased by any 
amount included in gross income as a result of the loan or assignment. 
Payments in partial or full surrender of a Contract generally will be taxed 
as ordinary income to the extent that the Accumulated Value exceeds the 
taxpayer's investment in the Contract. An assignment of the Contract (other 
than a gift to the Contract Owner's spouse or incident to a divorce) or the 
use of the Contract as collateral for a loan will be treated in the same 
manner as a surrender.

For annuity payments, the taxable portion is generally determined by a 
formula which establishes the ratio that the investment in the Contract 
bears to the expected return under the Contract as of the Maturity Date. 
Where annuity payments are made under certain Qualified Plans, the portion 
of each payment that is excluded from gross income will generally be equal 
to the total amount of any investment in the Contract as of the Maturity 
Date, divided by the number of anticipated payments, which are determined by 
reference to the age of the Annuitant. The taxable portion is taxed at 
ordinary income tax rates. For certain types of Qualified Plans there may be 
no investment in the Contract within the meaning of Section 72 of the Code. 
In such event, the total payments received may be taxable. Contract Owners, 
Annuitants and Beneficiaries under such Contracts should seek qualified tax 
and financial advice about the tax consequences of distributions under the 
retirement plan in connection with which such Contracts are purchased.

Generally, a distribution from a Contract before the taxpayer attains age 59 
1/2 will result in an additional tax of 10% of the amount of the 
distribution which is includable in gross income. The penalty tax will not 
apply if the distribution is made as follows:

(1) in connection with death or disability as described in section 72(q)(2) 
of the Code;

(2) from certain Qualified Plans;

(3) under a qualified funding trust (commonly referred to as structured 
settlement plans); or

(4) it is one of a series of substantially equal periodic annual payments 
for the life or life expectancy of the taxpayer or the joint lives or joint 
life expectancies of the taxpayer and the beneficiary; for this purpose, if 
there is a significant modification of the payment schedule before the 
taxpayer is age 59 1/2 or before the expiration of five years from the time 
of the annuity starting date, the taxpayer's income shall be increased by 
the amount of tax and deferred interest that otherwise would have been 
incurred.

Depending on the type of Qualified Plan, distributions may be subject to a 
10% penalty tax.

Contracts Held by Other Than Individuals. The Tax Reform Act of 1986 
provides that, except as hereafter noted, a Contract held by other than a 
natural person, such as a corporation, estate or trust, will not be treated 
as an annuity contract for Federal income tax purposes. The income on such a 
Contract will be taxable in the year received or accrued by the Contract 
Owner. The provision does not apply if the Contract Owner is acting as an 
agent for an individual, if the Contract Owner is an estate which acquired 
the Contract as a result of the death of the decedent, if the Contract is 
held by certain Qualified Plans, if the Contract is held pursuant to a 
qualified funding trust (commonly referred to as structured settlement 
plans), if the Contract was purchased by an employer with respect to a 
terminated Qualified Plan or if the Contract is an immediate annuity.

   
Multiple Contracts. Section 72(e)(11) of the Code provides that for the 
purposes of determining the amount includable in gross income, all non-
qualified annuity contracts entered into on or after October 22, 1988 by the 
same company with the same contract owner during any calendar year shall be 
treated as one contract. This section will likely accelerate the recognition 
of income by a Contract Owner owning multiple contracts and may have the 
further effect of increasing the portion of income that will be subject to 
the ten percent penalty tax.
    

Qualified Plans

The Contracts are designed for use with several types of Qualified Plans. 
The tax rules applicable to participants in such Qualified Plans vary 
according to the type of plan and the terms and conditions of the plan. 
Therefore, no attempt is made herein to provide more than general 
information about the use of the Contracts with the various types of 
Qualified Plans. Participants under such Qualified Plans as well as Contract 
Owners, Annuitants and Beneficiaries are cautioned that the rights of any 
person to any benefits under such Qualified Plans may be subject to the 
terms and conditions of the plans themselves regardless of the terms and 
conditions of the Contracts issued in connection therewith. Following are 
brief descriptions of the various types of Qualified Plans and of the use of 
the Contracts in connection therewith.

Tax-Sheltered Annuities. Section 403(b) of the Code permits employers of 
public school employees and of employees of certain types of charitable, 
educational and scientific organizations specified in Section 501(c)(3) of 
the Code to purchase on behalf of their employees annuity contracts and, 
subject to certain limitations, have the amount of purchase payments 
excluded from the employees' gross income for tax purposes. These annuity 
contracts are commonly referred to as "tax-sheltered annuities". Purchasers 
of the Contracts for such purposes should seek qualified advice as to 
eligibility, limitations on permissible amounts of purchase payments and tax 
consequences on distribution.

An amendment to Section 403(b) of the Code, adopted pursuant to the Tax 
Reform Act of 1986, imposes restrictions on certain distributions from tax-
sheltered annuity contracts meeting the requirements of Section 403(b), 
which will apply to tax years beginning on or after January 1, 1989. The 
amendment adds a new Section 403(b)(11) that requires that distributions 
from Section 403(b) tax-sheltered annuities that are attributable to 
contributions made pursuant to a salary reduction agreement may be paid only 
when the employee reaches age 59 1/2, separates from service, dies or 
becomes disabled, or in the case of hardship (hardship, for this purpose, is 
generally defined as an immediate and heavy financial need, such as for 
paying for medical expenses, for the purpose of a principal residence, or 
for paying certain tuition expenses).

A participant in a Contract purchased as a tax-sheltered Section 403(b) 
annuity contract will not, therefore, be entitled to exercise the surrender 
right, described under the heading "THE CONTRACTS--Surrender (Redemption)", 
in order to receive Accumulated Value attributable to elective contributions 
credited under the Contract to such participant after December 31, 1988 
unless one of the above-described conditions has been satisfied. The 
restriction on the right to receive a distribution does not affect the 
availability of the Accumulated Value credited to the Contract as of 
December 31, 1988. A participant may, however, be able to transfer 
Accumulated Value under the Contract to certain other investment 
alternatives that are available under an employer's Section 403(b) 
arrangement and that meet the requirements of Section 403(b).

The restrictions imposed by Section 403(b)(11) of the Code conflict with 
certain sections of the 1940 Act that are applicable to the Contracts. In 
this regard, LBVIP is relying on a no-action letter issued by the Office of 
Insurance Products and Legal Compliance of the SEC, and the requirements for 
such reliance have been complied with by LBVIP.

H.R. 10 Plans. The Self-Employed Individuals Tax Retirement Act of 1962, 
which is commonly referred to as "H.R. 10", permits self-employed 
individuals to establish Qualified Plans for themselves and their employees. 
The tax consequences to participants under such plans depend upon the plan 
itself. In addition, such plans are limited by law to maximum permissible 
contributions, distribution dates, nonforfeitability of interest and tax 
rates applicable to distributions. In order to establish such a plan, a plan 
document, usually in prototype form pre-approved by the Internal Revenue 
Service, is adopted and implemented by the employer. Purchasers of the 
Contracts for use with H.R. 10 plans should seek qualified advice as to the 
suitability of the proposed plan document and of the Contracts to their 
specific needs.

Individual Retirement Annuities. Section 408 of the Code permits eligible 
individuals to contribute to an individual retirement program known as an 
"individual retirement annuity". These individual retirement annuities are 
subject to limitations on the amount that may be contributed, on the persons 
who may be eligible, and on the time when distributions may commence. In 
addition, distributions from certain other types of Qualified Plans may be 
placed on a tax-deferred basis into an individual retirement annuity. When 
issued in connection with an individual retirement annuity, the Contracts 
will be specifically amended to conform to the requirements under such 
plans. Sales of the Contracts for use with individual retirement annuities 
may be subject to special requirements imposed by the Internal Revenue 
Service. Purchasers of the Contracts for such purposes will be provided with 
such supplementary information as may be required by the Internal Revenue 
Service or other appropriate agency.

   
Roth IRAs. Section 408A of the Code permits eligible individuals to make 
nondeductible contributions to an individual retirement program known as a 
Roth IRA. Section 408A includes limits on how much an individual may 
contribute to a Roth IRA and when distributions may commence. Qualified 
distributions from Roth IRAs are excluded from gross income if (a) made more 
than five years after the taxable year of the first contribution to the Roth 
IRA, and (b) meet any of the following conditions:  (1) the annuity owner 
has reached age 59 1/2; (2) the distribution is paid to a beneficiary after 
the owner's death; (3) the annuity owner is disabled; or (4) the 
distribution (not exceeding $10,000) will be used for a first time home 
purchase. Nonqualified distributions are includible in gross income only to 
the extent they exceed contributions made to the Roth IRA. The taxable 
portion of a nonqualified distribution may be subject to a 10% penalty tax. 
Subject to certain limitations, a traditional individual retirement account 
or annuity may be converted into a Roth IRA and upon such a conversion, an 
individual is required to include the taxable portion of the conversion in 
gross income, but is not subject to a 10% penalty tax.
    

Corporate Pension and Profit-Sharing Plans. Sections 401(a) and 403(a) of 
the Code permit corporate employers to establish various types of retirement 
plans for employees. Such retirement plans may permit the purchase of the 
Contracts to provide benefits under the plans. Corporate employers intending 
to use the Contracts in connection with such plans should seek qualified 
advice in connection therewith.

   
    

1035 Exchanges

Section 1035(a) of the Code permits the exchange of certain life insurance, 
endowment and annuity contracts for an annuity contract without a taxable 
event occurring. Thus, potential purchasers who already own such a contract 
issued by another insurer are generally able to exchange that contract for a 
Contract issued by LBVIP without a taxable event occurring. There are 
certain restrictions which apply to such exchanges, including that the 
contract surrendered must truly be exchanged for the Contract issued by 
LBVIP and not merely surrendered in exchange for cash. Further, the same 
person or persons must be the obligee or obligees under the Contract 
received in the exchange as under the original contract surrendered in the 
exchange. Careful consideration must be given to compliance with the Code 
provisions and regulations and rulings relating to exchange requirements, 
and potential purchasers should be sure that they understand any surrender 
charges or loss of benefits which might arise from terminating a contract 
they hold. Owners considering such an exchange should consult their tax 
advisers to insure that the requirements of Section 1035 are met.

Diversification Requirements

   
The Code imposes certain diversification standards on the underlying assets 
of variable annuity contracts. The Code provides that a variable annuity 
contract shall not be treated as an annuity contract for any period (and any 
subsequent period) for which the investments are not "adequately 
diversified". The Code contains a safe harbor provision which provides that 
annuity contracts such as the Contract meet the diversification requirements 
if, as of the end of each quarter, the underlying assets of the Variable 
Account meet the diversification requirements applicable to regulated 
investment companies and no more than fifty-five percent (55%) of the total 
assets underlying the Variable Account consist of cash, cash items, U.S. 
government securities and securities of other regulated investment 
companies.
    

On March 1, 1989, the Treasury Department adopted regulations (Treas. Reg. 
1.817-5) which established diversification requirements for the investments 
underlying variable contracts such as the Contract.  The regulations amplify 
the diversification requirements for variable contracts set forth in the 
Code and provide an alternative to the safe harbor provision described 
above.  Under the regulations, the Variable Account will be deemed 
adequately diversified if:  (1) no more than 55% of the value of the total 
assets of the account is represented by any one investment; (2) no more than 
70% of the value of the total assets of the account is represented by any 
two investments; (3) no more than 80% of the value of the total assets of 
the account is represented by any three investments; and (4) no more than 
90% of the value of the total assets of the account is represented by any 
four investments.

The assets of the Fund are expected to meet the diversification 
requirements. The Company will monitor the Contracts and the regulations of 
the Treasury Department to ensure that the Contract will continue to qualify 
as a variable annuity contract. Disqualification of the Contract as an 
annuity contract would result in imposition of Federal income tax on the 
Contract Owner with respect to earnings allocable to the Contract prior to 
the receipt of payments under the Contract.

Withholding

The taxable portion of a distribution to an individual is subject to Federal 
income tax withholding unless the taxpayer elects not to have withholding. 
LBVIP will provide the Contract Owner with the election form and further 
information as to withholding prior to the first distribution. Generally, 
however, amounts are withheld from periodic payments at the same rate as 
wages and at the rate of 10% from non-periodic payments.

Also, effective January 1, 1993, certain distributions from retirement plans 
qualified under Section 401 or 403(b) of the Code, that are not directly 
rolled over to another eligible retirement plan or individual retirement 
account or individual retirement annuity, are subject to a mandatory 20% 
withholding for Federal income tax. The 20% withholding requirement does not 
apply to: a) distributions for the life or life expectancy of the 
participant or joint and last survivor expectancy of the participant and a 
designated beneficiary; b) distributions for a specified period of 10 years 
or more; or c) distributions which are required minimum distributions. For 
complete information on withholding, a qualified tax adviser should be 
consulted.

Other Considerations

Because of the complexity of the law and its application to a specific 
individual, tax advice may be needed by a person contemplating purchase of a 
Contract or the exercise of elections under a Contract. The above comments 
concerning Federal income tax consequences are not exhaustive, and special 
rules are provided with respect to situations not discussed in this 
Prospectus.

The preceding description is based upon LBVIP's understanding of current 
Federal income tax law. LBVIP cannot assess the probability that changes in 
tax laws, particularly affecting annuities, will be made.

The preceding comments do not take into account state income or other tax 
considerations which may be involved in the purchase of a Contract or the 
exercise of elections under the Contract. For complete information on such 
Federal and state tax considerations, a qualified tax adviser should be 
consulted.

                         EMPLOYMENT-RELATED BENEFIT PLANS

The Contracts described in this Prospectus (except for Contracts issued in 
the state of Montana) involve settlement option rates that distinguish 
between men and women. Montana has enacted legislation requiring that 
optional annuity benefits offered pursuant to Contracts purchased in Montana 
not vary on the basis of sex. On July 6, 1983, the Supreme Court held in 
Arizona Governing Committee v. Norris that optional annuity benefits 
provided under an employer's deferred compensation plan could not, under 
Title VII of the Civil Rights Act of 1964, vary between men and women on the 
basis of sex. Because of this decision, the settlement option rates 
applicable to Contracts purchased under an employment-related insurance or 
benefit program may in some cases not vary on the basis of sex. Any unisex 
rates to be provided by LBVIP will apply for tax-qualified plans and those 
plans where an employer believes that the Norris decision applies. Employers 
and employee organizations should consider, in consultation with legal 
counsel, the impact of Norris, and Title VII generally, and any comparable 
state laws that may be applicable, on any employment-related insurance or 
benefit plan for which a Contract may be purchased.


                                VOTING RIGHTS

To the extent required by law, LBVIP will vote the Fund shares held in the 
Variable Account at regular and special shareholder meetings of the Fund in 
accordance with instructions received from persons having voting interests 
in the corresponding Subaccounts of the Variable Account. If, however, the 
1940 Act or any regulation thereunder should be amended or if the present 
interpretation thereof should change, and as a result LBVIP determines that 
it is permitted to vote the Fund shares in its own right, it may elect to do 
so.

Before the Maturity Date, the Contract Owner shall have the voting interest 
with respect to Fund shares attributable to the Contract. On and after the 
Maturity Date, the person entitled to receive annuity payments shall have 
the voting interest with respect to such shares, which voting interest will 
generally decrease during the annuity period.

The number of votes which a Contract Owner or person entitled to receive 
annuity payments has the right to instruct will be calculated separately for 
each Subaccount. The number of votes which each Contract Owner has the right 
to instruct will be determined by dividing a Contract's Accumulated Value in 
a Subaccount by the net asset value per share of the corresponding Portfolio 
in which the Subaccount invests. The number of votes which each person 
entitled to receive annuity payments has the right to instruct will be 
determined by dividing the Contract's reserves in a Subaccount by the net 
asset value per share of the corresponding Portfolio in which the Subaccount 
invests. Fractional shares will be counted. The number of votes of the 
Portfolio which the Contract Owner or person entitled to receive annuity 
payments has right to instruct will be determined as of the date coincident 
with the date established by the Portfolio for determining shareholders 
eligible to vote at the meeting of the Fund. Voting instructions will be 
solicited by written communications prior to such meeting in accordance with 
procedures established by the Fund.

Any Portfolio shares held in the Variable Account for which LBVIP does not 
receive timely voting instructions, or which are not attributable to 
Contract Owners, will be voted by LBVIP in proportion to the instructions 
received from all Contract Owners. Any Portfolio shares held by LBVIP or its 
affiliates in general accounts will, for voting purposes, be allocated to 
all separate accounts of LBVIP and its affiliates having a voting interest 
in that Portfolio in proportion to each such separate account's votes. 
Voting instructions to abstain on any item to be voted upon will be applied 
on a pro rata basis to reduce the votes eligible to be cast.

Each person having a voting interest in a Subaccount will receive proxy 
materials, reports and other materials relating to the appropriate 
Portfolio.

                          SALES AND OTHER AGREEMENTS

Lutheran Brotherhood Securities Corp. ("LBSC"), 625 Fourth Avenue South, 
Minneapolis, Minnesota 55415, an indirect subsidiary of Lutheran 
Brotherhood, acts as the principal underwriter of the Contracts pursuant to 
a Distribution Agreement to which LBVIP and the Variable Account are also 
parties. The Contracts are sold through LBVIP Representatives who are 
licensed by state insurance officials to sell the Contracts. These LBVIP 
Representatives are also registered representatives of LBSC. The Contracts 
are offered in all states where LBVIP is authorized to sell variable 
annuities.

Compensation of LBVIP Representatives. Commissions and other distribution 
compensation to be paid to LBVIP Representatives on the sale of Contracts 
will be paid by LBVIP and will not result in any charge to Contract Owners 
or to the Variable Account in addition to the charges described in this 
Prospectus. LBVIP Representatives selling the Contracts will be paid a 
commission of not more than 4% of the premiums paid on the contracts. 
Further, LBVIP Representatives may be eligible to receive certain benefits 
based on the amount of earned commissions.

Service Agreement. Lutheran Brotherhood performs certain investment and 
administrative duties for LBVIP pursuant to a written agreement. The 
agreement is automatically renewed each year, unless either party terminates 
it. Under this agreement, LBVIP pays Lutheran Brotherhood for salary costs 
and other services and an amount for indirect costs incurred through LBVIP's 
use of Lutheran Brotherhood's personnel and facilities.


   
                                  YEAR 2000

LBVIP has conducted a review of its computer systems to identify systems 
that could be affected by the "Year 2000" problem and is developing an 
implementation plan to resolve the issue.  The Year 2000 problem is the 
result of computer programs being written using two digits (rather than 
four) to define the applicable year.  Any of LBVIP's computer programs that 
have time-sensitive software may recognize a date using "00" as the year 
1900 rather than the year 2000.  This could result in a major system failure 
or miscalculations.  LBVIP presently believes that, with modifications to 
its existing software and conversion to new software, the Year 2000 problem 
will not pose significant operational problems for its computer systems as 
so modified and converted.  If, however, such modifications and conversions 
are not completed timely, the Year 2000 problem may have a material impact 
on the operations of LBVIP.  The Year 2000 readiness of other third parties 
whose system failures could have an impact on LBVIP's operations is 
currently being evaluated.  The potential materiality of any such impact is 
not known at this time.  A description of the Fund's preparations for the 
"Year 2000" is contained in the accompanying prospectus for the Fund.
    


                             LEGAL PROCEEDINGS

LBVIP is not involved in any legal proceedings.


                               LEGAL MATTERS

   
All matters of applicable state law pertaining to the Contracts, including 
LBVIP's right to issue the Contracts thereunder, have been passed upon by 
James M. Odland, counsel for LBVIP.  Certain legal matters relating to the 
Federal securities laws have been passed upon by the law firm of Jones & 
Blouch L.L.P., Washington, D.C.
    


                      FINANCIAL STATEMENTS AND EXPERTS

Financial statements of LBVIP and the Variable Account are contained in the 
Statement of Additional Information.

The financial statements of LBVIP and the Variable Account included in the 
Statement of Additional Information have been so included in reliance of 
Price Waterhouse LLP, independent accountants, given on the authority of 
said firm as experts in accounting and auditing.

                             FURTHER INFORMATION

A Registration Statement under the Securities Act of 1933 has been filed 
with the SEC with respect to the Contracts described herein. This Prospectus 
does not contain all of the information set forth in the Registration 
Statement and exhibits thereto, to which reference is hereby made for 
further information concerning the Variable Account, LBVIP and the 
Contracts. The information so omitted may be obtained from the SEC's 
principal office located at 450 Fifth Street, N.W., Washington, D.C. 20549, 
upon payment of the fee prescribed by the SEC, or examined there without 
charge. Statements contained in this Prospectus as to the provisions of the 
Contracts and other legal documents are summaries, and reference is made to 
the documents as filed with the SEC for a complete statement of the 
provisions thereof.


                     STATEMENT OF ADDITIONAL INFORMATION

                             TABLE OF CONTENTS

   
                                                                Page
Introduction                                                      2
Administration of the Contracts                                   2
Custody of Assets                                                 2
Independent Accountants and Financial Statements                  2
Distribution of the Contracts                                     3
Calculation of Performance                                        3
  Money Market Subaccount                                         3
  Other Subaccounts                                               4
Financial Statements of Variable Account                          7
Comment on Financial Statements of LBVIP                         17
Financial Statements of LBVIP                                    17
Appendix C - State Premium Tax Chart                            C-1
    

               How To Obtain the INDIVIDUAL FLEXIBLE PREMIUM
                         VARIABLE ANNUITY CONTRACT
                     Statement of Additional Information
                     Send this request form to:
                             Lutheran Brotherhood Variable
                             Insurance Products Company
                             P.O. Box 288
                             Minneapolis, MN 55440-9041


Please send me a copy of the most recent INDIVIDUAL FLEXIBLE PREMIUM 
VARIABLE ANNUITY CONTRACT SAI.

- ----------------------------------------------------------------------------
(Name)                                                            (Date)

- ----------------------------------------------------------------------------
(Street Address)

- ----------------------------------------------------------------------------
(City)                                           (State)        (Zip Code)



<PAGE>
                                  APPENDIX A
                    MORE INFORMATION ABOUT THE FIXED ACCOUNT

Because of exemptive and exclusionary provisions, interests in the Fixed 
Account have not been registered under the Securities Act of 1933 ("1933 
Act"), nor is the Fixed Account registered as an investment company under 
the Investment Company Act of 1940 ("1940 Act"). Accordingly neither the 
Fixed Account nor any interests therein are generally subject to the 
provisions of the 1933 or 1940 Acts. Disclosures regarding the Fixed Account 
option and the Fixed Account, however, may be subject to certain generally 
applicable provisions of the federal securities laws relating to the 
accuracy and completeness of statements in prospectuses. LBVIP has been 
advised that the staff of the Securities and Exchange Commission has not 
reviewed disclosure relating to the Fixed Account. 

Accumulated Values allocated to the Fixed Account are combined with all the 
general assets of LBVIP and are invested in those assets chosen by LBVIP and 
allowed by applicable law. LBVIP allocates the investment income of the 
Fixed Account to the Contracts covered by the Fixed Account in the amounts 
guaranteed in such Contracts. Immediately prior to the Maturity Date, the 
Accumulated Value of the Contract in the Fixed Account is subject to a 
reduction for any surrender charge or premium taxes, if applicable.

Under the Fixed Account option, LBVIP allocates premium payments to the 
Fixed Account, guarantees the amounts allocated to the Fixed Account, and 
pays a declared interest rate. The guaranteed minimum interest credited to 
the Fixed Account will be at the effective rate of 4% per year, compounded 
daily. LBVIP may credit interest at a rate in excess of 4% per year; 
however, LBVIP is not obligated to credit any interest in excess of 4% per 
year. There is no specific formula for the determination of excess interest 
credits. Such credits, if any, will be determined by LBVIP based on 
information as to expected investment yields. Some of the factors that LBVIP 
may consider in determining whether to credit interest above 4% to amounts 
allocated to the Fixed Account, and the amount thereof, are general economic 
trends, rates of return currently available and anticipated on LBVIP's 
investments, regulatory and tax requirements and competitive factors. ANY 
INTEREST CREDIT TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF 4% 
PER YEAR WILL BE DETERMINED AT THE SOLE DISCRETION OF LBVIP. THE CONTRACT 
OWNER ASSUMES THE RISK THAT INTEREST CREDITED TO FIXED ACCOUNT ALLOCATIONS 
MAY NOT EXCEED THE MINIMUM GUARANTEE OF 4% FOR ANY GIVEN YEAR. 

Nonetheless, for any amount allocated or transferred to the Fixed Account, 
LBVIP guarantees that the initial interest rate will be effective for at 
least 12 months, and subsequent interest rates will not be changed more 
often than once every 12 months.

To the extent a fixed annuity payment option is selected by the Contract 
Owner, Accumulated Value at the Maturity Date will be transferred to the 
Fixed Account, which supports the insurance and annuity obligations of 
LBVIP.

Contract Owners have no voting rights in the Variable Account with respect 
to Fixed Account values.


<PAGE>
                                   APPENDIX B
             ILLUSTRATION OF MONTHLY VARIABLE ANNUITY SETTLEMENT OPTION


The illustration included in this appendix shows how the monthly variable 
annuity settlement option income may change with the investment experience 
of the Variable Account.  The illustration shows how the monthly income 
would vary over time if the investment return on the assets held in each 
Portfolio of the Fund were a uniform, gross, after-tax annual rate of 0 
percent, 5.06 percent and 12 percent.  The incomes would be different from 
those shown if the gross annual investment returns average 0 percent, 5.06 
percent and 12 percent over a period of years, but fluctuated above and 
below these averages for individual Contract years.

The monthly incomes reflect the fact that the net investment return of the 
Subaccounts of the Variable Account is lower than the gross, after-tax 
return on the assets held in the Fund as a result of the advisory fee paid 
by the Fund and charges made against the Subaccounts.  The incomes shown 
take into account the following fees:  Growth (0.40%); High Yield (0.40%); 
Income (0.40%); Money Market (0.40%); Opportunity Growth (0.40%); Mid Cap 
Growth (0.40%); and World Growth (0.85%);  and the daily charge to each 
Subaccount for assuming mortality and expense risks which is equivalent to a 
charge at an annual current rate of 1.10% of the average assets of the 
Subaccounts and which is guaranteed never to exceed an annual rate of 1.25%.  
After deduction of these amounts, the illustrated gross investment rates of 
return 0%, 5.06% and 12% correspond to net annual rates of -1.56%, 3.50% and 
10.44%, respectively, assuming an average investment advisory fee of 0.46%.

The illustration assumes 100% of the assets are invested in Subaccounts of 
the Variable Account.  For comparison purposes, a current fixed annuity 
income, available through the Fixed Account, is also provided.  The first 
variable payment is always based on an investment rate of 3.50%.  After the 
first variable annuity payment, future variable payments will increase if 
the annualized net rate of return exceeds the 3.50%, and will decrease if 
the annualized net rate of return is less than the 3.50%.

The hypothetical values shown are based upon a male, age 65 selecting a life 
income with a 10-year guaranteed period and having $100,000 of non-qualified 
funds at settlement.  Upon request, LBVIP will provide a comparable 
illustration based upon the proposed Annuitant's age, gender (except for 
Contracts issued in the state of Montana), settlement option, type of funds 
and cash available at settlement.  Contracts purchased in Montana cannot 
vary on the basis of the Annuitant's gender.



<PAGE>

                    Variable Annuity Payout Illustration

Prepared for: Prospect                Commencement Date: 4/30/1998

Prepared by:  Lutheran Brotherhood    Cash Available at Settlement: $100,000
              Variable Insurance
              Products Company

Sex: Male   Date of Birth: 4/30/1933  Funds: Nonqualified 

State: MN                             Initial Monthly Income:  $608

Income Option:  Life Income with 10 Year Guaranteed Period

     The monthly variable annuity income amount shown below assumes a 
constant annual investment return.  The assumed investment rate of 3.50% is 
used to calculate the first monthly payment.  Thereafter, monthly payments 
will increase or decrease based upon the relationship between 3.50% and the 
performance of the Subaccounts selected.  The investment returns shown are 
hypothetical and not a representation of future results.

                                                  Annual Rate of Return
                                      --------------------------------------
                                     0% Gross     5.06% Gross   12.00% Gross
      Date                   Age   (-1.56% Net)   (3.50% Net)   (10.44% Net)
- -----------------------      ---   ------------   ------------  ------------
  April 30, 1998             65       $608           $608         $  608
  April 30, 1999             66        578            608            649
  April 30, 2000             67        550            608            692
  April 30, 2001             68        523            608            739
  April 30, 2002             69        498            608            788
  April 30, 2007             74        387            608          1,090
  April 30, 2012             79        301            608          1,508
  April 30, 2017             84        235            608          2,087
  April 30, 2022             89        183            608          2,886
  April 30, 2027             94        142            608          3,993
  April 30, 2032             99        111            608          5,524
  April 30, 2033            100        105            608          5,894

If 100% of your cash available at settlement was applied to provide a fixed 
annuity on the commencement date of this illustration, the fixed annuity 
income amount would be $687.

Net rates of return reflect expenses totaling 1.56%, which consist of the 
current 1.10% Variable Account mortality and expense risk charge and 0.46% 
for the Fund advisory fee (this is an average with the actual varying from 
0.40% to 0.85%).


This is an illustration only and not a contract.

<PAGE>
                    STATEMENT OF ADDITIONAL INFORMATION

                        INDIVIDUAL FLEXIBLE PREMIUM
                         VARIABLE ANNUITY CONTRACT 
                                 ISSUED BY 
                       LUTHERAN BROTHERHOOD VARIABLE 
                         INSURANCE PRODUCTS COMPANY 

This Statement of Additional Information is not a prospectus, but should be 
read in conjunction with the Prospectus dated May 1, 1998 (the "Prospectus") 
describing an individual flexible premium variable annuity contract (the 
"Contract") being offered by Lutheran Brotherhood Variable Insurance 
Products Company ("LBVIP").  Purchase payments will be allocated to one or 
more Subaccounts of LBVIP Variable Annuity Account I (the "Variable 
Account"), a separate account of LBVIP and/or to the Fixed Account (which is 
the general account of LBVIP, and which pays interest at a guaranteed fixed 
rate).  Much of the information contained in this Statement of Additional 
Information expands upon subjects discussed in the Prospectus.  A copy of 
the Prospectus may be obtained from Lutheran Brotherhood Variable Insurance 
Products Company, 625 Fourth Avenue South, Minneapolis, Minnesota 55415.

Capitalized terms used in this Statement of Additional Information that are 
not otherwise defined herein shall have the meanings given to them in the 
Prospectus. 

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

   
                        TABLE OF CONTENTS 
                                                               Page
INTRODUCTION                                                    2
ADMINISTRATION OF THE CONTRACTS                                 2
CUSTODY OF ASSETS                                               2
INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS                2
DISTRIBUTION OF THE CONTRACTS                                   3
CALCULATION OF PERFORMANCE                                      3
      Money Market Subaccount                                   3
      Other Subaccounts                                         4
FINANCIAL STATEMENTS OF VARIABLE ACCOUNT                        7
COMMENT ON FINANCIAL STATEMENTS OF LBVIP                       17
FINANCIAL STATEMENTS OF LBVIP                                  17
APPENDIX C - STATE PREMIUM TAX CHART                          C-1

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

         The date of this Statement of Additional Information
                        is May 1, 1998.
    

                            INTRODUCTION

The Contracts are being offered by LBVIP, a stock life insurance company 
that is an indirect subsidiary of Lutheran Brotherhood. LBVIP is offering 
the Contract only to persons who are eligible for membership in Lutheran 
Brotherhood, unless otherwise required by state law. The Contract may be 
sold to or in connection with retirement plans which may or may not qualify 
for special federal tax treatment under the Internal Revenue Code. Annuity 
payments under the Contract are deferred until a selected later date.

   
Premiums will be allocated, as designated by the Contract Owner, to one or 
more Subaccounts of the Variable Account, a separate account of LBVIP and/or 
to the Fixed Account (which is the general account of LBVIP, and which pays 
interest at a guaranteed fixed rate).   The assets of each Subaccount will 
be invested solely in a corresponding Portfolio of LB Series Fund, Inc. (the 
"Fund"), which is a diversified, open-end management investment company 
(commonly known as a "mutual fund"). The Prospectus for the Fund that 
accompanies the Prospectus describes the investment objectives and attendant 
risks of the seven Portfolios of the Fund-the Growth Portfolio, the Mid Cap 
Growth Portfolio, the High Yield Portfolio, the Income Portfolio, the 
Opportunity Growth Portfolio, the World Growth Portfolio and the Money 
Market Portfolio. Additional Subaccounts (together with the related 
additional Portfolios of the Fund) may be added in the future. The 
Accumulated Value of the Contract and, except to the extent fixed amount 
annuity payments are elected by the Contract Owner, the amount of annuity 
payments will vary, primarily based on the investment experience of the 
Portfolios whose shares are held in the Subaccounts designated.  Premiums 
allocated to the Fixed Account will accumulate at fixed rates of interest 
declared by LBVIP.

                        ADMINISTRATION OF THE CONTRACTS

Lutheran Brotherhood performs certain investment and administrative duties 
for LBVIP pursuant to a written agreement. This agreement includes services 
performed for the administration of the Contracts along with other insurance 
products issued by LBVIP. The agreement is automatically renewed each year, 
unless either party terminates it. Under this agreement, LBVIP pays Lutheran 
Brotherhood for salary costs and other services and an amount for indirect 
costs incurred through LBVIP's use of Lutheran Brotherhood's personnel and 
facilities. During 1997, LBVIP paid Lutheran Brotherhood $14.95 million for 
all services provided pursuant to this agreement.
    

                           CUSTODY OF ASSETS

LBVIP, whose address appears on the cover of the Prospectus, maintains 
custody of the assets of the Variable Account.

             INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

   
The financial statements of LBVIP and the Variable Account included in this 
Statement of Additional Information have been so included in reliance of 
Price Waterhouse LLP, independent accountants, given on authority of said 
firm as experts in accounting and auditing.
    

The financial statements of LBVIP should be distinguished from those of the 
Variable Account, and should be considered only as bearing upon the ability 
of LBVIP to meet its obligations under the Contracts. The financial 
statements of LBVIP should not be considered as bearing on the investment 
experience of the assets held in the Variable Account.

                       DISTRIBUTION OF THE CONTRACTS

Lutheran Brotherhood Securities Corp. ("LBSC"), an indirect subsidiary of 
Lutheran Brotherhood, acts as the principal underwriter of the Contracts 
pursuant to a Distribution Agreement to which LBVIP and the Variable Account 
are also parties. The Contracts are sold through LBVIP Representatives who 
are licensed by state insurance officials to sell the Contracts. These LBVIP 
Representatives are also registered representatives of LBSC.  The Contracts 
are offered in all states where LBVIP is authorized to sell variable 
annuities.

The offering of the Contracts is continuous.

There are no special purchase plans or exchange privileges not described in 
the Prospectus (see "THE CONTRACTS--Transfers" in the Prospectus).

   
No charge for sales expense is deducted from premiums at the time premiums 
are paid. However, a surrender charge, which may be deemed to be a 
contingent deferred sales charge, is deducted from the Accumulation Value of 
the Contract in the case where the Contract is surrendered, in whole or in 
part, before annuity payments begin and, if certain settlement options are 
selected, at the time annuity payments begin, under the circumstances 
described in, and in amounts calculated as described in, the Prospectus 
under the heading "CHARGES AND DEDUCTIONS--Surrender Charge (Contingent 
Deferred Sales Charge)". 
    

                        CALCULATION OF PERFORMANCE

Money Market Subaccount

The Prospectus contains information with respect to the yield and effective 
yield of a hypothetical preexisting account having a balance of one Money 
Market Portfolio Subaccount Accumulation Unit at the beginning of a 
specified seven-day period. Such yield quotations have been calculated by 
determining the net change, exclusive of capital changes, in the value of a 
hypothetical pre-existing account having a balance of one Accumulation Unit 
of the Subaccount at the beginning of the period, subtracting a hypothetical 
charge reflecting deductions from Contract Owner accounts, dividing the net 
change by the value of the account at the beginning of the period to obtain 
the base period return, and multiplying the base period return by 365/7. The 
effective yield has been calculated by compounding the yield quotation for 
such period by adding 1 and raising the sum to a power equal to 365/7, and 
subtracting 1 from the result.

In determining the net change in the value of the account as described in 
the preceding paragraph, all deductions that are charged to all Contract 
Owner accounts have been reflected in proportion to the length of the seven-
day base period and the Subaccount's mean (or median) account size. 
Deductions from purchase payments and surrender charges assessed have not 
been reflected in, and realized gains and losses from the sale of securities 
and unrealized appreciation and depreciation of the Subaccount and the 
related portfolio company have been excluded from, the computation of yield.

This example illustrates the yield quotation for the Money Market Subaccount 
for the seven-day period ended December 31, 1997:

   
Value of hypothetical pre-existing account with exactly
  one Accumulation Unit at the beginning of the period          $1.545282

Value of same account (excluding capital changes) at end  
  of the seven-day period                                       $1.546619

Net change in account value                                     $0.001336

Base Period Return:
Net change in account value divided by beginning account value  $0.000865

Annualized Current Yield [0.000865 X (365/7)]                       4.51%

Effective Yield (0.000865 + 1)365/7-1                               4.61%
    

The annualization of a seven-day average yield is not a representation of 
future actual yield.


Other Subaccounts

The Prospectus contains information with respect to yield quotations by 
Subaccounts other than the Money Market Subaccount. These yield quotations 
are based on a 30-day (or one month) period computed by dividing the net 
investment income per accumulation unit earned during the period (the net 
investment income earned by the Fund portfolio attributable to shares owned 
by the Subaccount less expenses incurred during the period) by the maximum 
offering price per Accumulation Unit on the last day of the period, by 
setting yield equal to two times the difference between the sixth power of 
one plus the designated ratio and one, where the designated ratio is the 
difference between the net investment income earned during the period and 
the expenses accrued for the period (net of reimbursement) divided by the 
product of the average daily number of Accumulation Units outstanding during 
the period and the maximum offering price per Accumulation Unit on the last 
day of the period.

For fees that vary with the size of the Contract, a Contract size equal to 
the mean (or median) Contract size has been assumed.

The following example illustrates the annualized current yield calculation 
for the High Yield Subaccount for the 30-day base period ended December 31, 
1997:

   
Dividends and interest earned by the High Yield Subaccount
  during the base period                                     $6,714,928
Expenses accrued for the base period                         $1,050,235
                                                             ----------
                                                             $5,664,693(A)
                                                             ----------

Product of the maximum public offering price on the
  last day of the base period and the average daily
  number of Units outstanding during the base period
  that were entitled to receive dividends
  ($27.484585 x 31,127,720 Units) =                          $855,532,466(B)
                                                              ============

Quotient of dividends and interest earned minus expenses
  accrued divided by product of maximum public offering
  price multiplied by average Units outstanding
  (A divided by B) =                                           0.006621(C)
Adding one and raising total to the 6th power (C + 1)6=        1.040389(D)
Annualized current yield [2(D - 1) X 100] =                       8.08%


The following example illustrates the annualized current yield calculation 
for the Income Subaccount for the 30-day base period ended December 31, 
1997:

Dividends and interest earned by the Income Subaccount
during the base period                                        $3,450,191
Expenses accrued for the base period                          $  748,448
                                                               ------------
                                                              $2,701,743(A)
                                                              ============

Product of the maximum public offering price on the
  last day of the base period and the average daily
  number of Units outstanding during the base period
  that were entitled to receive dividends
  ($20.855134 x 29,214,314 Units) =                        $609,268,433(B)
                                                            ============

Quotient of dividends and interest earned minus expenses
  accrued divided by product of maximum public offering
  price multiplied by average Units
  outstanding (A divided by B) =                               0.004434(C)
Adding one and raising total to the 6th power (C + 1)6 =       1.026901(D)
Annualized current yield [2(D-1) X 100] =                      5.38%
    


Annualized current yield of any specific base period is not a representation 
of future actual yield.

The Prospectus contains information with respect to performance data for the 
Subaccounts of the Variable Account. Such performance data includes average 
annual total return quotations for the 1, 5 and 10-year periods (or such 
shorter time period during which the Contracts have been offered) computed 
by finding the average annual compounded rates of return over the 1, 5 and 
10-year periods (or such shorter time period during which the Contracts have 
been offered) that would equate the initial amount invested to the ending 
redeemable value, by equating the ending redeemable value to the product of 
a hypothetical initial payment of $1,000, and one plus the average annual 
total return raised to a power equal to the applicable number of years.

Such performance data assumes that any applicable charges have been deducted 
from the initial $1,000 payment and includes all recurring fees that are 
charged to all Contract Owners. If recurring fees charged to Contract Owners 
are paid other than by redemption of Accumulation Units, such fees will be 
appropriately reflected.

Average annual total return for any specific period is not a representation 
of future actual results. Average annual total return assumes a steady rate 
of growth. Actual performance fluctuates and will vary from the quoted 
results for periods of time within the quoted periods.


The following example illustrates the average annual total return for the 
Growth Subaccount from the date of inception through December 31, 1997:

   
Hypothetical $1,000 initial investment on March 8, 1988          $1,000

Ending redeemable value of the investment on December 31, 
   1997 (after deferred sales charge)                            $3,802

Total return for the period is the difference between the
  ending redeemable value and the hypothetical $1,000
  initial investment divided by the hypothetical $1,000
  initial investment; the result is expressed in terms
  of a percentage (For example, 2 equals 200%)                    280.19%*

Average annual total return from inception through
  December 31, 1997 is the sum of the total return calculated
  above plus one; such sum is raised to the power of 1/n where
  n is expressed as nine years and 10 months; the result is
  reduced by one and is expressed in terms of a percentage
  (For example, 0.2 equals 20%)                                     14.56%*


The following example illustrates the average annual total return for the 
High Yield Subaccount from the date of inception through the period ended 
December 31, 1997:

Hypothetical $1,000 initial investment on March 8, 1988           $1,000

Ending redeemable value of the investment on December 31, 1997
  (after deferred sales charge)                                   $2,747

Total return for the period is the difference between the
  ending redeemable value and the hypothetical $1,000
  initial investment divided by the hypothetical $1,000
  initial investment; the result is expressed in terms of
  a percentage (For example, 2 equals 200%)                       174.85%*

Average annual total return from inception through
  December 31, 1997 is the sum of the total return
  calculated above plus one; such sum is raised to the
  power of 1/n where n is expressed as nine years
  and 10 months; the result is reduced by one and is
  expressed in terms of a percentage
  (For example, 0.2 equals 20%)                                     10.84%*


The following example illustrates the average annual total return for the 
Income Subaccount from the date of inception through December 31, 1997:

Hypothetical $1,000 initial investment on March 8, 1988           $1,000

Ending redeemable value of the investment on December 31, 1997
  (after deferred sales charge)                                   $2,086

Total return for the period is the difference between
  the ending redeemable value and the hypothetical $1,000
  initial investment divided by the hypothetical $1,000
  initial investment; the result is expressed in
  terms of a percentage (For example, 2 equals 200%)             108.55%*

Average annual total return from inception through
  December 31, 1997 is the sum of the total return
  calculated above plus one; such sum is raised to the
  power of 1/n where n is expressed as nine years
  and 10 months; the result is reduced by one and is
  expressed in terms of a percentage
  (For example, 0.2 equals 20%)                                      7.77%*

The following example illustrates the average annual total return for the 
Money Market Subaccount from the date of inception through December 31, 
1997:

Hypothetical $1,000 initial investment on February 18, 1988       $1,000

Ending redeemable value of the investment on December 31, 1997
  (after deferred sales charge)                                   $1,547

Total return for the period is the difference between
  the ending redeemable value and the hypothetical $1,000
  initial investment divided by the hypothetical $1,000
  initial investment; the result is expressed
  in terms of a percentage (For example, 2 equals 200%)           54.70%*

Average annual total return from inception through
  December 31, 1997 is the sum of the total return
  calculated above plus one; such sum is raised to the
  power of 1/n where n is expressed as nine years
  and 11 months; the result is reduced by one and is
  expressed in terms of a percentage
  (For example, 0.2 equals 20%)                                     4.52%*
- -----------------------

The following example illustrates the average annual total return for the 
Opportunity Growth Subaccount from the date of inception through the period 
ended December 31, 1997:

Hypothetical $1,000 initial investment on January 18, 1996        $1,000

Ending redeemable value of the investment on 
  December 31, 1997 (after deferred sales charge)                 $1,124

Total return for the period is the difference between the 
  ending redeemable value and the hypothetical $1,000 
  initial investment divided by the hypothetical $1,000 
  initial investment; the result is expressed in terms of 
  a percentage (For example, 2 equals 200%)                          12.42%*

Average annual total return from inception through December
  31, 1997 is the sum of the total return calculated above
  plus one; such sum is raised to the power of 1/n where n
  is expressed as one year and 347 days; the result is
  reduced by one and is expressed in terms of a percentage
  (For example, 0.2 equals 20%)...................................... 6.18%

The following example illustrates the average annual total return for the 
World Growth Subaccount from the date of inception through December 31, 
1997:

Hypothetical $1,000 initial investment on January 18, 1996        $1,000

Ending redeemable value of the investment on December 31, 1997
  (after deferred sales charge)                                   $1,061

Total return for the period is the difference between the 
  ending redeemable value and the hypothetical $1,000 
  initial investment divided by the hypothetical $1,000 
  initial investment; the result is expressed in terms 
  of a percentage (For example, 2 equals 200%)                       6.10%*

Average annual total return from inception through December
  31, 1997 is the sum of the total return calculated above
  plus one; such sum is raised to the power of 1/n where n
  is expressed as one year and 347 days; the result is
  reduced by one and is expressed in terms of a percentage
  (For example, 0.2 equals 20%)..................................... 3.08%
- -----------------------------

*Does not include the annual administrative charge of $30 deducted from any 
Contract for which the total of premiums paid under such Contract minus all 
prior surrenders is less than $5,000 or the Accumulated Value is less than 
$5,000. Premium taxes may apply depending on various states' laws.  
Inclusion of the administrative charge would reduce the total return figures 
shown above.
    

                 FINANCIAL STATEMENTS OF VARIABLE ACCOUNT 

Set forth on the following pages are the audited financial statements of the 
Variable Account.


                                         3100 Multifoods Tower
                                         33 South Sixth Street
                                         Minneapolis, MN 55402-3795
Price Waterhouse
[GRAPHIC OMITTED:  LOGO]

                 Report of Independent Accountants

To Lutheran Brotherhood Variable Insurance 
Products Company and Contract Owners of 
LBVIP Variable Annuity Account I

In our opinion, the accompanying statement of assets and liabilities 
and the related statements of operations and of changes in net 
assets present fairly, in all material respects, the financial 
position of the Opportunity Growth, World Growth, Growth, High 
Yield, Income, and Money Market subaccounts of LBVIP Variable 
Annuity Account I at December 31, 1997, the results of each of their 
operations for the year then ended and the changes in each of their 
net assets for each of the two years in the period then ended, in 
conformity with generally accepted accounting principles. These 
financial statements are the responsibility of Lutheran Brotherhood 
Variable Insurance Products Company's management; our responsibility 
is to express an opinion on these financial statements based on our 
audits. We conducted our audits of these financial statements in 
accordance with generally accepted auditing standards which require 
that we plan and perform the audit to obtain reasonable assurance 
about whether the financial statements are free of material 
misstatement. An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements, 
assessing the accounting principles used and significant estimates 
made by management, and evaluating the overall financial statement 
presentation. We believe that our audits provide a reasonable basis 
for the opinion expressed above.

/S/Price Waterhouse LLP

March 20, 1998




</TABLE>
<TABLE>
<CAPTION>


LBVIP Variable Annuity Account I
Opportunity Growth Subaccount
Financial Statements

Statement of Assets and Liabilities
December 31, 1997

<S>                                                                  <C>

ASSETS:
Investment in LB Series Fund, Inc. 15,739,271 
shares at net asset value of $11.55 per share
(cost $183,480,242)                                                   $181,764,690
Receivable from LBVIP for units issued                                     559,516
Receivable from LBVIP for annuity 
reserve adjustment                                                             655
                                                                      ------------
Total assets                                                           182,324,861
                                                                      ------------
LIABILITIES:
Payable to LBVIP for mortality and expense 
risk charge                                                                177,828
                                                                      ------------
Total liabilities                                                          177,828
                                                                      ------------
NET ASSETS                                                            $182,147,033
                                                                      ============
NET ASSETS APPLICABLE TO ANNUITY
CONTRACT OWNERS:
Contracts in accumulation period,  accumulation
units outstanding of 15,467,334                                       $182,083,091
Reserves for contracts in annuity payment
period (note 2)                                                             63,942
                                                                      ------------
NET ASSETS                                                            $182,147,033
                                                                      ============
Unit Value (net assets divided by units outstanding)                        $11.77
                                                                            ======

</TABLE>



<TABLE>
<CAPTION>


Statement of Operations
Year ended December 31, 1997

<S>                                                                   <C>

INVESTMENT INCOME:
Dividend Income                                                           $983,665
Mortality and expense risk charge                                       (1,738,086)
                                                                      ------------
Net investment loss                                                       (754,421)
                                                                      ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on investments                                            34,347
Net change in unrealized appreciation
of investments                                                           2,307,213
                                                                      ------------
Net gain on investments                                                  2,341,560
                                                                      ------------
Net increase in net assets resulting 
from operations                                                         $1,587,139
                                                                      ============

</TABLE>



<TABLE>
<CAPTION>


Statement of Changes in Net Assets
Years Ended December 31, 1997 and 1996
                                                                    1997             1996
                                                                ------------     ------------
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                             <C>               <C>

OPERATIONS:
Net investment loss                                              $(754,421)         $(597,846)
Net realized gain on investments                                    34,347          4,264,709
Net change in unrealized appreciation or depreciation
of investments                                                   2,307,213         (4,022,765)
                                                              ------------       ------------
Net change in net assets resulting from operations               1,587,139           (355,902)
                                                              ------------       ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                      33,692,902         43,517,652
Net asset value of units redeemed                               (7,479,333)        (2,892,479)
Annuity benefit payments                                            (4,103)              (268)
Adjustments to annuity reserves                                        598                 57
Transfers from other subaccounts                                57,634,622        102,374,029
Transfers to other subaccounts                                 (32,568,302)       (18,280,708)
Transfers from fixed account                                     1,178,152          4,483,673
Transfers to fixed account                                        (548,419)          (192,277)
                                                              ------------       ------------
Net increase in net assets from unit transactions               51,906,117        129,009,679
                                                              ------------       ------------
Net increase in net assets                                      53,493,256        128,653,777
NET ASSETS:
Beginning of period                                            128,653,777                 --
                                                              ------------       ------------
End of period                                                 $182,147,033       $128,653,777
                                                              ============       ============

The accompanying notes are an integral part of the financial statements.

</TABLE>



<TABLE>
<CAPTION>


LBVIP Variable Annuity Account I
World Growth Subaccount
Financial Statements

Statement of Assets and Liabilities
December 31, 1997

<S>                                                                  <C>

ASSETS:
Investment in LB Series Fund, Inc. 12,013,470 
shares at net asset value of $11.12 per share
(cost $127,627,101)                                                   $133,596,755
Receivable from LBVIP for annuity 
reserve adjustment                                                             513
                                                                      ------------
Total assets                                                           133,597,268
                                                                      ------------
LIABILITIES:
Payable to LBVIP for units redeemed                                         24,492
Payable to LBVIP for mortality and expense 
risk charge                                                                131,601
                                                                      ------------
Total liabilities                                                          156,093
                                                                      ------------
NET ASSETS                                                            $133,441,175
                                                                      ============
NET ASSETS APPLICABLE TO ANNUITY
CONTRACT OWNERS:
Contracts in accumulation period,  accumulation
units outstanding of 12,001,805                                       $133,337,778
Reserves for contracts in annuity payment
period (note 2)                                                            103,397
                                                                      ------------
NET ASSETS                                                            $133,441,175
                                                                      ============
Unit Value (net assets divided by units outstanding)                        $11.11
                                                                            ======

</TABLE>



<TABLE>
<CAPTION>

Statement of Operations
Year ended December 31, 1997

<S>                                                                    <C>

INVESTMENT INCOME:
Dividend Income                                                         $1,512,594
Mortality and expense risk charge                                       (1,321,226)
                                                                      ------------
Net investment income                                                      191,368
                                                                      ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on investments                                           262,685
Net change in unrealized appreciation
of investments                                                             378,998
                                                                      ------------
Net gain on investments                                                    641,683
                                                                      ------------
Net increase in net assets resulting 
from operations                                                           $833,051
                                                                      ============

</TABLE>



<TABLE>
<CAPTION>


Statement of Changes in Net Assets
Years Ended December 31, 1997 and 1996
                                                                    1997              1996
                                                                ------------     ------------
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                             <C>               <C>

OPERATIONS:
Net investment income                                             $191,368          $202,761
Net realized gain on investments                                   262,685             4,234
Net change in unrealized appreciation or depreciation
of investments                                                     378,998         5,590,656
                                                              ------------      ------------
Net increase in net assets resulting from operations               833,051         5,797,651
                                                              ------------      ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                      27,277,486        30,629,123
Net asset value of units redeemed                               (5,445,427)       (2,173,209)
Annuity benefit payments                                            (5,294)             (348)
Adjustments to annuity reserves                                        453                60
Transfers from other subaccounts                                36,771,421        62,246,080
Transfers to other subaccounts                                 (18,590,541)       (7,526,736)
Transfers from fixed account                                     1,108,601         2,999,363
Transfers to fixed account                                        (376,927)         (103,632)
                                                              ------------      ------------
Net increase in net assets from unit transactions               40,739,772        86,070,701
                                                              ------------      ------------
Net increase in net assets                                      41,572,823        91,868,352
NET ASSETS:
Beginning of period                                             91,868,352                --
                                                              ------------      ------------
End of period                                                 $133,441,175       $91,868,352
                                                              ============      ============

The accompanying notes are an integral part of the financial statements.

</TABLE>



<TABLE>
<CAPTION>


LBVIP Variable Annuity Account I
Growth Subaccount
Financial Statements

<S>                                                                <C>

ASSETS:
Investment in LB Series Fund, Inc. 72,272,585 
shares at net asset value of $21.58 per share
(cost $1,108,075,175)                                               $1,559,907,110
Receivable from LBVIP for units issued                                     179,583
                                                                    --------------
Total assets                                                         1,560,086,693
                                                                    --------------
LIABILITIES:
Payable to LBVIP for mortality and expense
risk charge                                                              1,530,627
Payable to LBVIP for annuity reserve adjustment                                245
                                                                    --------------
Total liabilities                                                        1,530,872
                                                                    --------------
NET ASSETS                                                          $1,558,555,821
                                                                    ==============
NET ASSETS APPLICABLE TO ANNUITY
CONTRACT OWNERS:
Contracts in accumulation period, accumulation
units outstanding of 40,950,649                                     $1,556,887,866
Reserves for contracts in annuity payment
period (note 2)                                                          1,667,955
                                                                    --------------
NET ASSETS                                                          $1,558,555,821
                                                                    ==============
Unit value (net assets divided by units outstanding)                        $38.02
                                                                            ======

</TABLE>



<TABLE>
<CAPTION>


Statement of Operations
Year ended December 31, 1997

<S>                                                                   <C>

INVESTMENT INCOME:
Dividend Income                                                        $15,211,978
Mortality and expense risk charge                                      (15,260,092)
                                                                      ------------
Net investment loss                                                        (48,114)
                                                                      ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on investments                                       171,878,498
Net change in unrealized appreciation 
or depreciation of investments                                         170,093,329
                                                                      ------------
Net gain on investments                                                341,971,827
                                                                      ------------
Net increase in net assets resulting 
from operations                                                       $341,923,713
                                                                    ==============

</TABLE>



<TABLE>
<CAPTION>


Statement of Changes in Net Assets
Years Ended December 31, 1997 and 1996
                                                                    1997             1996
                                                                ------------     ------------
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                              <C>              <C>

OPERATIONS:
Net investment income (loss)                                       $(48,114)        $3,013,161
Net realized gain on investments                                 171,878,498       125,045,509
Net change in unrealized appreciation or depreciation
of investments                                                   170,093,329        70,854,414
                                                              --------------    --------------
Net increase in net assets resulting from operations             341,923,713       198,913,084
                                                              --------------    --------------
UNIT TRANSACTIONS:
Proceeds from units issued                                       121,715,660       119,207,994
Net asset value of units redeemed                                (72,781,744)      (46,253,842)
Annuity benefit payments                                            (113,156)          (64,069)
Adjustments to annuity reserves                                        3,514             5,294
Transfers from other subaccounts                                 116,505,569       112,569,202
Transfers to other subaccounts                                  (107,949,338)     (147,948,021)
Transfers from fixed account                                       3,858,748         6,967,990
Transfers to fixed account                                        (5,054,325)       (2,630,709)
                                                              --------------    --------------
Net increase in net assets from unit transactions                 56,184,928        41,853,839
                                                              --------------    --------------
Net increase in net assets                                       398,108,641       240,766,923
NET ASSETS:
Beginning of period                                            1,160,447,180       919,680,257
                                                              --------------    --------------
End of period                                                 $1,558,555,821    $1,160,447,180
                                                              ==============    ==============

The accompanying notes are an integral part of the financial statements.

</TABLE>



<TABLE>
<CAPTION>


LBVIP Variable Annuity Account I
High Yield Subaccount
Financial Statements

Statement of Assets and Liabilities
December 31, 1997

<S>                                                                  <C>

ASSETS:
Investment in LB Series Fund, Inc. 82,257,157 
shares at net asset value of $10.44 per share
(cost $827,583,877)                                                   $858,485,916
Receivable from LBVIP for units issued                                     664,652
Receivable from LBVIP for annuity 
reserve adjustment                                                           1,629
                                                                      ------------
Total assets                                                           859,152,197
                                                                      ------------
LIABILITIES:
Payable to LBVIP for mortality and expense 
risk charge                                                                847,345
                                                                      ------------
Total liabilities                                                          847,345
                                                                      ------------
NET ASSETS                                                            $858,304,852
                                                                      ============
NET ASSETS APPLICABLE TO ANNUITY
CONTRACT OWNERS:
Contracts in accumulation period, accumulation
units outstanding of 31,175,954                                       $857,438,917
Reserves for contracts in annuity payment
period (note 2)                                                            865,935
                                                                      ------------
NET ASSETS                                                            $858,304,852
                                                                      ============
Unit value (net assets divided by units outstanding)                        $27.50
                                                                            ======

</TABLE>



<TABLE>
<CAPTION>


Statement of Operations
Year ended December 31, 1997

<S>                                                                   <C>

INVESTMENT INCOME:
Dividend Income                                                        $75,476,621
Mortality and expense risk charge                                       (8,725,501)
                                                                      ------------
Net investment income                                                   66,751,120
                                                                      ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on investments                                           371,340
Net change in unrealized appreciation
of investments                                                          29,696,530
                                                                      ------------
Net gain on investments                                                 30,067,870
                                                                      ------------
Net increase in net assets resulting 
from operations                                                        $96,818,990
                                                                      ============

</TABLE>



<TABLE>
<CAPTION>


Statement of Changes in Net Assets
Years Ended December 31, 1997 and 1996
                                                                    1997              1996
                                                                ------------     ------------
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                             <C>              <C>

OPERATIONS:
Net investment income                                            $66,751,120      $59,515,516
Net realized gain (loss) on investments                              371,340          (19,094)
Net change in unrealized appreciation or depreciation
of investments                                                    29,696,530        7,891,668
                                                                ------------     ------------
Net increase in net assets resulting from operations              96,818,990       67,388,090
                                                                ------------     ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                        83,390,722       81,132,453
Net asset value of units redeemed                                (54,543,335)     (40,686,138)
Annuity benefit payments                                             (83,214)         (60,442)
Adjustments to annuity reserves                                          400            3,946
Transfers from other subaccounts                                  69,936,982       74,935,240
Transfers to other subaccounts                                   (64,860,132)     (97,051,120)
Transfers from fixed account                                       2,785,388        5,263,179
Transfers to fixed account                                        (2,996,124)      (1,410,377)
                                                                ------------     ------------
Net increase in net assets from unit transactions                 33,630,687       22,126,741
                                                                ------------     ------------
Net increase in net assets                                       130,449,677       89,514,831
NET ASSETS:
Beginning of period                                              727,855,175      638,340,344
                                                                ------------     ------------
End of period                                                   $858,304,852     $727,855,175
                                                                ============     ============

The accompanying notes are an integral part of the financial statements.

</TABLE>



<TABLE>
<CAPTION>


LBVIP Variable Annuity Account I
Income Subaccount
Financial Statements

Statement of Assets and Liabilities
December 31, 1997

<S>                                                                  <C>

ASSETS:
Investment in LB Series Fund, Inc. 61,499,533 
shares at net asset value of $9.92 per share
(cost $610,714,480)                                                   $609,879,058
Receivable from LBVIP for units issued                                     134,074
Receivable from LBVIP for annuity 
reserve adjustment.                                                          3,764
                                                                      ------------
Total assets                                                           610,016,896
                                                                      ------------
LIABILITIES:
Payable to LBVIP for mortality and expense 
risk charge                                                                603,779
                                                                      ------------
Total liabilities                                                          603,779
                                                                      ------------
NET ASSETS                                                            $609,413,117
                                                                      ============
NET ASSETS APPLICABLE TO ANNUITY
CONTRACT OWNERS:
Contracts in accumulation period, accumulation
units outstanding of 29,190,381                                       $608,769,304
Reserves for contracts in annuity payment
period (note 2)                                                            643,813
                                                                      ------------
NET ASSETS                                                            $609,413,117
                                                                      ============
Unit Value (net assets divided by units outstanding)                        $20.86
                                                                            ======

</TABLE>



<TABLE>
<CAPTION>


Statement of Operations
Year ended December 31, 1997

<S>                                                                   <C>

INVESTMENT INCOME:
Dividend Income                                                        $39,845,352
Mortality and expense risk charge                                       (6,554,127)
                                                                      ------------
Net investment income                                                   33,291,225
                                                                      ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized loss on investments                                        (1,147,328)
Net change in unrealized appreciation
of investments                                                          11,260,158
                                                                      ------------
Net gain on investments                                                 10,112,830
                                                                      ------------
Net increase in net assets resulting 
from operations                                                        $43,404,055
                                                                      ============

</TABLE>



<TABLE>
<CAPTION>


Statement of Changes in Net Assets
Years Ended December 31, 1997 and 1996
                                                                    1997             1996
                                                                ------------     ------------
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                             <C>              <C>

OPERATIONS:
Net investment income                                            $33,291,225      $33,554,390
Net realized loss on investments                                  (1,147,328)      (2,022,418)
Net change in unrealized appreciation or depreciation
of investments                                                    11,260,158      (19,505,625)
                                                                ------------     ------------
Net increase in net assets resulting from operations              43,404,055       12,026,347
                                                                ------------     ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                        47,699,752       55,916,013
Net asset value of units redeemed                                (50,716,293)     (43,936,380)
Annuity benefit payments                                             (61,071)         (45,486)
Adjustments to annuity reserves                                        2,027            5,427
Transfers from other subaccounts                                  28,562,567       35,547,064
Transfers to other subaccounts                                   (64,107,347)     (99,484,197)
Transfers from fixed account                                       1,415,714        4,215,137
Transfers to fixed account                                        (2,158,631)      (3,061,354)
                                                                ------------     ------------
Net decrease in net assets from unit transactions                (39,363,282)     (50,843,776)
                                                                ------------     ------------
Net change in net assets                                           4,040,773      (38,817,429)
NET ASSETS:
Beginning of period                                              605,372,344      644,189,773
                                                                ------------     ------------
End of period                                                   $609,413,117     $605,372,344
                                                                ============     ============

The accompanying notes are an integral part of the financial statements.

</TABLE>



<TABLE>
<CAPTION>


LBVIP Variable Annuity Account I
Money Market Subaccount
Financial Statements

Statement of Assets and Liabilities
December 31, 1997

<S>                                                                  <C>

ASSETS:
Investment in LB Series Fund, Inc. 63,974,300 
shares at net asset value of $1.00 per share
(cost $63,974,300)                                                     $63,974,300
Receivable from LBVIP for annuity 
reserve adjustment                                                             464
                                                                      ------------
Total assets                                                            63,974,764
                                                                      ------------
LIABILITIES:
Payable to LBVIP for units redeemed                                         91,479
Payable to LBVIP for mortality and expense 
risk charge                                                                 63,228
                                                                      ------------
Total liabilities                                                          154,707
                                                                      ------------
NET ASSETS                                                             $63,820,057
                                                                      ============
NET ASSETS APPLICABLE TO ANNUITY
CONTRACT OWNERS:
Contracts in accumulation period, accumulation
units outstanding of 41,033,991                                        $63,463,936
Reserves for contracts in annuity payment
period (note 2)                                                            356,121
                                                                      ------------
NET ASSETS                                                             $63,820,057
                                                                      ============
Unit Value (net assets divided by units outstanding)                         $1.55
                                                                            ======

</TABLE>



<TABLE>
<CAPTION>


Statement of Operations
Year ended December 31, 1997

<S>                                                                    <C>

INVESTMENT INCOME:
Dividend Income                                                         $3,119,876
Mortality and expense risk charge                                         (651,479)
                                                                      ------------
Net investment income                                                   $2,468,397
                                                                      ============

</TABLE>



<TABLE>
<CAPTION>


Statement of Changes in Net Assets
Years Ended December 31, 1997 and 1996
                                                                    1997             1996
                                                                ------------     ------------
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                            <C>              <C>

OPERATIONS:
Net investment income                                             $2,468,397       $1,850,162
                                                                ------------     ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                        35,436,541       30,645,088
Net asset value of units redeemed                                 (8,971,221)      (4,147,845)
Annuity benefit payments                                             (90,013)            (702)
Adjustments to annuity reserves                                          429               66
Transfers from other subaccounts                                  70,342,109       43,450,403
Transfers to other subaccounts                                   (91,677,608)     (60,831,236)
Transfers from fixed account                                       3,773,988        5,526,699
Transfers to fixed account                                        (3,052,394)      (2,202,304)
                                                                ------------     ------------
Net increase in net assets from unit transactions                  5,761,831       12,440,169
                                                                ------------     ------------
Net increase in net assets                                         8,230,228       14,290,331
NET ASSETS:
Beginning of period                                               55,589,829       41,299,498
                                                                ------------     ------------
End of period                                                    $63,820,057      $55,589,829
                                                                ============     ============

The accompanying notes are an integral part of the financial statements.

</TABLE>




LBVIP Variable Annuity Account I
Notes to Financial Statements
December 31, 1997

(1) ORGANIZATION

The LBVIP Variable Annuity Account I (the Variable Account), a unit 
investment trust registered under the Investment Company Act of 
1940, was established as a separate account of Lutheran Brotherhood 
Variable Insurance Products Company (LBVIP) in 1987, pursuant to the 
laws of the State of Minnesota. LBVIP offers financial services to 
Lutherans and through its parent, Lutheran Brotherhood Financial 
Corporation, is a wholly owned subsidiary of Lutheran Brotherhood, a 
fraternal benefit society. The Variable Account contains six 
subaccounts--Opportunity Growth, World Growth, Growth, High Yield, 
Income and Money Market--each of which invests only in a 
corresponding portfolio of the LB Series Fund, Inc. (the Fund). The 
Fund is registered under the Investment Company Act of 1940 as a 
diversified open-end investment company.

The Variable Account is used to support only flexible premium 
deferred variable annuity contracts issued by LBVIP. Under 
applicable insurance law, the assets and liabilities of the Variable 
Account are clearly identified and distinguished from the other 
assets and liabilities of LBVIP. The assets of the Variable Account 
will not be charged with any liabilities arising out of any other 
business conducted by LBVIP.

(2) SIGNIFICANT ACCOUNTING POLICIES

Investments

The investments in shares of the Fund are stated at the net asset 
value of the Fund. The cost of shares sold and redeemed is 
determined on the average cost method. Dividend distributions 
received from the Fund are reinvested in additional shares of the 
Fund and recorded as income by the Variable Account on the ex-
dividend date.

Federal Income Taxes

LBVIP is taxed as a life insurance company and includes its flexible 
premium deferred variable annuity operations in its tax return. 
LBVIP anticipates no tax liability resulting from the operations of 
the Variable Account. Consequently, no provision for income taxes 
has been charged against the Variable Account.

Annuity Reserves

Annuity reserves are computed for currently payable contracts 
according to the 1983 Table A mortality table. The assumed interest 
is 3.5 percent. Changes to annuity reserves are based on actual 
mortality and risk experience. If the reserves required are less 
than the original estimated reserve amount held in the Variable 
Account, the excess is reimbursed to LBVIP. If additional reserves 
are required, LBVIP reimburses the Variable Account.

Other

The preparation of financial statements in conformity with generally 
accepted accounting principals requires management to make estimates 
and assumptions that affect the reported amounts of assets and 
liabilities and disclosure of contingent assets and liabilities at 
the date of the financial statements and the reported amounts of 
income and expenses during the reporting period. Actual results 
could differ from those estimates.

(3) RELATED PARTY TRANSACTIONS

Proceeds received by the Variable Account from units issued 
represent gross contract premiums received by LBVIP less any 
applicable premium taxes. Premium tax deductions were $2,590 and 
$2,217 in 1997 and 1996, respectiverly. No charge for sales 
distribution expense is deducted from premiums received.

A surrender charge is deducted from the accumulated value of the 
contract to compensate LBVIP if a contract is surrendered in whole 
or in part during the first six years the contract is in force. The 
surrender charge is 6% during the first contract year, and decreases 
by 1% each subsequent contract year. For purposes of the surrender 
charge calculation, up to 10% of a contract's accumulated value may 
be excluded from the calculation each year. This charge is deducted 
by redeeming units of the subaccounts of the Variable Account. 
Surrender charges of $1,434,930 and $1,161,902 were deducted in 1997 
and 1996, respectively.

An annual administrative charge of $30 is deducted on each contract 
anniversary from the accumulated value of the contract to compensate 
LBVIP for administrative expenses relating to the contract and the 
Variable Account. This charge is deducted by redeeming units of the 
subaccounts of the Variable Account. No such charge is deducted from 
contracts which total premiums paid, less surrenders, equals or 
exceeds $5,000. No administrative charge is payable during the 
annuity period. Administrative charges of $372,139 and $407,495 were 
deducted in 1997 and 1996, respectively.

A daily charge is deducted from the value of the net assets of the 
Variable Account to compensate LBVIP for mortality and expense risks 
assumed in connection with the contract and is equivalent to an 
annual rate of 1.1% of the average daily net assets of the Variable 
Account. Mortality and expense risk charges of $34,250,511 and 
$27,568,167 were deducted in 1997 and 1996, respectively.

A fixed account investment option is available for Contract Owners 
of the flexible premium deferred variable annuity. Assets of the 
fixed account are combined with the general assets of LBVIP and 
invested by LBVIP as allowed by applicable law. Accordingly, the 
fixed account assets are not included in the Variable Account 
financial statements. The asset value of net transfers to the fixed 
account was ($66,229) and $19,855,388 in 1997 and 1996, 
respectively.




<TABLE>
<CAPTION>


(4) UNIT ACTIVITY

Transactions in accumulation units (including transfers among subaccounts) were as follows:

                                                                          Subaccounts
                        ----------------------------------------------------------------------------------------------------------
                          Opportunity            World                                 High                               Money
                             Growth              Growth             Growth             Yield            Income            Market
                        ----------------     --------------     --------------     ------------     ------------     -------------
<S>                    <C>                      <C>              <C>               <C>              <C>                <C>

Units outstanding at 
  December 31, 1995               N/A               N/A           37,698,847        28,924,180       33,922,942         28,959,961
  Units issued             12,847,883         9,458,349            9,323,597         7,236,285        5,452,779         55,255,678
  Units redeemed           (1,939,892)       (1,051,724)          (7,746,487)       (6,299,047)      (8,175,284)       (46,750,231)
                       --------------    --------------       --------------    --------------   --------------     --------------
Units outstanding at 
  December 31, 1996        10,907,991         8,406,625           39,275,957        29,861,418       31,200,437         37,465,408
  Units issued              8,253,738         5,912,478            7,471,667         6,371,968        4,180,641         72,622,680
  Units redeemed           (3,694,395)       (2,317,298)          (5,796,975)       (5,057,432)      (6,190,697)       (69,054,097)
                       --------------    --------------       --------------    --------------   --------------     --------------
Units outstanding at 
  December 31, 1997        15,467,334        12,001,805           40,950,649        31,175,954       29,190,381         41,033,991
                       ==============    ==============       ==============    ==============   ==============     ==============

</TABLE>



<TABLE>
<CAPTION>


(5) PURCHASES AND SALES OF INVESTMENTS

The aggregate costs of purchases and proceeds from sales of investments in the LB Series Fund, Inc. were as 
follows:

                                                                          Subaccounts
                        ----------------------------------------------------------------------------------------------------------
                          Opportunity            World                                 High                              Money
                             Growth              Growth             Growth             Yield           Income            Market
                        ----------------     --------------     --------------     ------------     ------------     -------------
<S>                    <C>                   <C>               <C>               <C>               <C>                <C>

For the year ended 
  December 31, 1996
  Purchases             $132,537,116          $86,244,541       $188,813,231      $101,093,639       $47,511,313       $36,361,216
  Sales                      194,277              230,057         23,151,710        19,309,270        64,467,771        22,527,444

For the year ended 
  December 31, 1997
  Purchases               57,799,961           43,916,921        249,475,346       118,503,484        46,920,269        44,184,828
  Sales                    6,693,213            2,488,675         27,449,765        18,155,728        53,150,762        35,707,381

</TABLE>



                 COMMENTS ON FINANCIAL STATEMENTS OF LBVIP

The financial statements of LBVIP included in this Statement of Additional 
Information should be considered as bearing only upon the ability of LBVIP 
to meet its obligations under the Contracts. The value of the interests of 
Contract Owners, Annuitants and Beneficiaries under the Contracts are 
affected primarily by the investment experience of the Subaccounts of the 
Variable Account. The financial statements of LBVIP should not be considered 
as bearing on the investment performance of the assets held in the Variable 
Account.



                     FINANCIAL STATEMENTS OF LBVIP

Set forth on the following pages are the audited financial statements of 
LBVIP.


3100 Multifoods Tower                          Telephone 612 332 7000
33 South Sixth Street                          Facsimile 612 332 6711
Minneapolis, MN 55402-3795

Price Waterhouse LLP                                             [LOGO]


Report of Independent Accountants


March 12, 1998

To The Board of Directors and Stockholder
  of Lutheran Brotherhood Variable 
  Insurance Products Company

In our opinion, the accompanying balance sheet and the related statements of 
income, of stockholder's equity and of cash flows present fairly, in all 
material respects, the financial position of Lutheran Brotherhood Variable 
Insurance Products Company (the Company) at December 31, 1997 and 1996, and 
the results of its operations and its cash flows for each of the three years 
in the period ended December 31, 1997 in conformity with generally accepted 
accounting principles.  These financial statements are the responsibility of 
the Company's management; our responsibility is to express an opinion on 
these financial statements based on our audits.  We conducted our audits of 
these statements in accordance with generally accepted auditing standards 
which require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material 
misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements, 
assessing the accounting principles used and significant estimates made by 
management, and evaluating the overall financial statement presentation.  We 
believe that our audits provide a reasonable basis for the opinion expressed 
above.

/s/ Price Waterhouse LLP
Price Waterhouse


                                                       1997          1996
     Assets

Investments:
  Fixed income securities available
    for sale, at fair value                        $  230,063     $  170,500
  Loans to contract holders                             5,617          4,322
                                                   ----------     ----------
    Total investments                                 235,680        174,822

Cash and cash equivalents                               6,747         18,535
Deferred policy acquisition costs                     160,697        144,493
Investment income due and accrued                       2,733          2,001
Other assets                                            5,244          4,881
Separate account assets                             3,580,001      2,903,551
                                                   ----------     ----------
    Total assets                                   $3,991,102     $3,248,283
                                                   ==========     ==========

    Liabilities and Stockholder's Equity

Liabilities:
  Contract reserves                                $  222,243     $  180,092
  Benefits in the process of payment                    7,516          5,166
  Other liabilities                                    19,398         14,972
  Separate account liabilities                      3,580,001      2,903,551
                                                   ----------     ----------
    Total liabilities                               3,829,158      3,103,781

Stockholder's equity:
  2,000,000 shares authorized,
     issued and outstanding                             2,000          2,000
  Additional paid-in capital                          113,800        118,800
  Net unrealized gains                                  2,501            292
  Retained earnings                                    43,643         23,410
                                                   ----------     ----------
    Total stockholder's equity                        161,944        144,502
                                                   ----------     ----------
    Total liabilities and stockholder's equity     $3,991,102     $3,248,283
                                                   ==========     ==========

                          The accompanying notes are an
                 integral part of these financial statements.


                                                1997      1996      1995

Revenues:
  Net investment income                        $14,771   $11,402   $10,666
  Net realized investment gains                    374     2,751        49
  Contract charges                              46,523    38,983    32,664
  Other income                                   3,332     2,717     1,106
                                               -------   -------   -------
    Total revenues                              65,000    55,853    44,485

Benefits and other deductions:
  Net additions to contract reserves             2,121     2,567       275
  Contractholder benefits                       13,718    11,763    10,241
  Commissions                                   17,076    16,960    11,395
  Operating expenses                            22,561    18,513    15,310
  Increase in deferred policy 
    acquisition costs                          (17,799)  (15,757)  (13,599)
                                               -------   -------   -------
    Total benefits and other deductions         37,677    34,046    23,622

Income (loss) from operations before
   income taxes                                 27,323    21,807    20,863

Provision for income taxes                       7,090     7,479     3,722
                                               -------   -------   -------
Net income (loss)                              $20,233   $14,328   $17,141
                                               =======   =======   =======

                           The accompanying notes are an
                  integral part of these financial statements.




<PAGE>
<TABLE>
                                               Additional      Unrealized	                       Total
                                  Common        Paid-in          Gains         Retained     Stockholder's
                                   Stock        Capital        (Losses)        Earnings         Equity

<S>                                <C>          <C>             <C>            <C>             <C>
Balance at December 31, 1994       $2,000       $118,800        $  (33)        $ (8,059)       $112,708
1995 transactions:
  Net income                                                                     17,141          17,141
  Unrealized gains                                               1,988                            1,988
                                   ------       --------        ------         --------        --------

Balance at December 31, 1995        2,000        118,800         1,955            9,082         131,837
1996 transactions:
  Net income                                                                     14,328          14,328
  Unrealized losses                                             (1,663)                          (1,663)
                                   ------       --------        ------         --------        --------

Balance at December 31, 1996        2,000        118,800           292           23,410         144,502
1997 transactions:
  Net income                                                                     20,233          20,233
  Return of capital                               (5,000)                                        (5,000)
  Unrealized gains                                               2,209                            2,209
                                   ------       --------        ------         --------        --------

Balance at December 31, 1997       $2,000       $113,800        $2,501          $43,643        $161,944
                                   ======       ========        ======          =======        ========


                                               The accompanying notes are an
                                        integral part of these financial statements.

</TABLE>



                                                1997      1996      1995

Cash flows from operating activities:
  Net income (loss)                            $20,233   $14,328   $17,141
  Adjustments to reconcile net 
    income to net cash provided by 
    operating activities:
    Deferred policy acquisition costs          (17,799)  (15,757)  (13,599)
    Realized net investment gains                 (374)   (2,751)      (49)
  Change in operating assets and liabilities:
    Loans to contract holders                   (1,294)   (1,633)   (1,009)
    Other assets                                (1,095)    1,705    (4,321)
    Contract reserves                           42,151    16,307    55,765
    Other liabilities                            3,288     9,572     2,047
    Increase in benefits in process of payment   2,350     1,545       147
    Bond amortization                               99        59        22
                                               -------   -------   -------
     Net cash provided by operating activities  47,559    23,375    56,144
                                               -------   -------   -------

Cash flows from investing activities:
  Proceeds from sale of fixed income
   securities available for sale                27,888    63,535     2,911
  Purchase of fixed income securities
   available for sale                          (82,235)  (93,737)  (54,411)
                                               -------   -------   -------
    Net cash used in investing activities      (54,347)  (30,202)  (51,500)
                                               -------   -------   -------

Cash flows from financing activities:
  Return of capital                             (5,000)
                                               -------   -------   -------
    Net cash used in financing activities       (5,000)
                                               -------   -------   -------

Net (decrease) increase in cash 
  and cash equivalents                         (11,788)   (6,827)    4,644
Cash and cash equivalents, beginning of year    18,535    25,362    20,718
                                               -------   -------   -------
Cash and cash equivalents, end of year         $ 6,747   $18,535   $25,362
                                               =======   =======   =======

                       The accompanying notes are an
                integral part of these financial statements.



1.  Organization 

Lutheran Brotherhood Variable Insurance Products Company (the Company) 
offers financial services to Lutherans.  The Company, through its parent, 
Lutheran Brotherhood Financial Corporation (LBFC or Parent), is a wholly 
owned subsidiary of Lutheran Brotherhood, a fraternal benefit organization.


2.  Summary of Significant Accounting Policies

Use of Estimates
The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make certain estimates 
and assumptions that affect the reported amounts of assets and liabilities 
and disclosure of contingent assets and liabilities at the date of the 
financial statements and the reported amounts of revenue and expenses during 
the reporting period.  Actual results could differ from those estimates.

Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, money market instruments and 
other debt issues with an original maturity of 90 days or less.

Investments
See disclosures regarding the determination of fair value of financial 
instruments at Note 10.

Carrying value of investments is determined as follows:

        Fixed income securities           Fair value
        Loans to contractholders          Amortized cost

Fixed income securities which may be sold prior to maturity are classified 
as available for sale.

Realized investment gains and losses on sales of securities are determined 
on a first in, first out method for fixed income securities and are reported 
in the Statement of Income.  Unrealized investment gains and losses on fixed 
income securities classified as available for sale, net of the impact of 
unrealized investment gains and losses on deferred policy acquisitions 
costs, are excluded from net income and reported in a separate component of 
stockholder's equity.

Deferred Policy Acquisition Costs
Those costs of acquiring new business, which vary with and are primarily 
related to the production of new business, have been deferred to the extent 
that such costs are deemed recoverable from future profits.  Such costs 
include commissions, certain costs of contract issuance and underwriting, 
and certain variable agency expenses.

For universal life-type and investment-type contracts, deferred acquisition 
costs are amortized in proportion to estimated gross profits from mortality, 
investment, and expense margins.  The effects of revisions to experience on 
previous amortization of deferred acquisition costs are reflected in 
earnings and change in unrealized investment gains (losses) in the period 
estimated gross profits are revised.

Separate Accounts
Separate account assets include segregated funds invested by the Company for 
the benefit of variable life insurance and variable annuity contract owners.  
The assets (principally investments) and liabilities (principally to 
contractholders) of each account are clearly identifiable and 
distinguishable from other assets and liabilities of the Company.  Assets 
are valued at market.  The investment income, gains and losses of these 
accounts generally accrue to the contractholders, and, therefore, are not 
included in the Company's net income.

Future Contract Benefits
Liabilities for future contract and contract benefits on universal life-type 
and investment-type contracts are based on the contract account balance.

Premium Revenue and Benefits to Contractholders
Recognition of Universal Life-Type Contracts Revenue and Benefits to 
Contractholders

Universal life-type contracts are insurance contracts with terms that are 
not fixed and guaranteed.  The terms that may be changed could include one 
or more of the amounts assessed the contractholder, premiums paid by the 
contractholder or interest accrued to contractholder balances.  Amounts 
received as payments for such contracts are not reported as premium 
revenues.

Revenues for universal-type contracts consist of investment income, charges 
assessed against contract account values for deferred contract loading, the 
cost of insurance and contract administration.  Contract benefits and claims 
that are charged to expense include interest credited to contracts and 
benefit claims incurred in the period in excess of related contract account 
balances.

Recognition of Investment Contract Revenue and Benefits to Contractholders

Contracts that do not subject the Company to risks arising from 
contractholder mortality or morbidity are referred to as investment 
contracts.  Certain deferred annuities are considered investment contracts.  
Amounts received as payments for such contracts are not reported as premium 
revenues.

Revenues for investment products consist of investment income and contract 
administration charges.  Contract benefits that are charged to expense 
include benefit claims incurred in the period in excess of related contract 
balances, and interest credited to contract balances.


3.  Income Taxes

The Company's tax provision and related balance sheet accounts are 
determined in accordance with a tax sharing agreement with its Parent, which 
allocates federal income taxes to the Company as if it filed a separate tax 
return.  Federal income taxes are charged or credited to operations based on 
amounts estimated to be payable or recoverable as a result of taxable 
operations for the current year.  Deferred income tax assets and liabilities 
are recognized based on the temporary differences between financial 
statement carrying amounts and income tax bases of assets and liabilities 
using enacted income tax rates and laws.

The 1997 and 1996 provisions for income taxes reflected on the Statement of 
Income consisted entirely of deferred federal and state income tax expense.  
Net deferred income tax liabilities are included on the balance sheet in 
"Other Liabilities" and consist of the following:

                                                    1997        1996

Deferred policy acquisition costs                 $(49.4)     $(43.6)
Reserves for future benefits                        25.4        26.9
Net operating loss carryforwards                     9.1         9.4
Other                                               (4.7)       (3.7)
                                                  ------      ------
Net deferred income tax liability                 $(19.6)     $(11.0)


During 1997, the Company utilized $3 million of its net operating loss 
carryforward and $3 million of its alternative minimum tax net operating 
loss carryforward.  The Company has net operating loss carryforwards for tax 
purposes of approximately $26 million at December 31, 1997, which expire 
between 2005 and 2009.  For alternative minimum tax calculation purposes, 
the Company has net operating loss carryforwards of $27 million at December 
31, 1997, which expire between 2005 and 2009.

The Company's effective tax rate of 26% differs from the statutory rate due 
to dividends received deductions.


4.  Investments

Fixed Income Securities
Investments in fixed income securities are primarily intended to back long-
term liabilities; therefore, care should be exercised in drawing any 
conclusions from market value information.

Investments in fixed income securities at December 31, 1997 and 1996 follow:

                              Available for Sale (Carried at Fair Value)
                                           December 31, 1997
                               -----------------------------------------
                               Amortized  Unrealized  Unrealized  Fair
                                  Cost      Gains       Losses    Value
Fixed income securities:
  U.S. government               $113,407    $3,990      $ 70    $117,327
  Mortgage-backed securities      32,398       487                32,885
  All other corporate bonds       78,523     1,412        84      79,851
                                --------    ------      ----    --------
Total available for sale        $224,328    $5,889      $154    $230,063
                                ========    ======     ======   ========


                               Available for Sale (Carried at Fair Value)
                                           December 31, 1998
                               -----------------------------------------
                               Amortized  Unrealized  Unrealized  Fair
                                  Cost      Gains       Losses    Value
Fixed income securities:
  U.S. government                $96,080    $2,128     $  715    $97,493
  Mortgage-backed securities      29,718       --         292     29,426
  All other corporate bonds       43,909        53        381     43,581
                                --------    ------      ----    --------
Total available for sale        $169,707    $2,181     $1,388   $170,500
                                ========    ======     ======   ========

Contractual Maturity of Fixed Income Securities
The amortized cost and fair value of fixed income securities available for 
sale as of December 31, 1997 are shown below by contractual maturity.  
Actual maturities may differ from contractual maturities because securities 
may be restructured, called or prepaid.

                                               Amortized          Fair
Years to Maturity                                 Cost            Value

One year or less                                $ 12,007        $ 12,086
After one year through five years                 57,881          59,556
After five years through ten years                86,817          89,245
After ten years                                   35,225          36,291
Mortgage-backed securities                        32,398          32,885
                                                --------        --------
  Total available for sale                      $224,328        $230,063
                                                ========        ========


5.  Investment Income and Realized Gains and Losses

Investment income summarized by type of investment was as follows:

                                                    Year Ended December 31,
                                                 ---------------------------
                                                   1997      1996      1995

Fixed income securities                          $13,472   $ 9,061	   $ 8,582
Contract loans                                       367       267       165
Cash and cash equivalents                            952     2,093     1,940
                                                 -------   -------   -------
  Gross investment income                         14,791    11,421    10,687

Investment expenses                                   20        19        21
                                                 -------   -------   -------
Net investment income                            $14,771   $11,402   $10,666
                                                 =======   =======   =======


Gross realized investment gains and losses on sales of all types of 
investments are as follows:

                                                    Year Ended December 31,
                                                    ------------------------
                                                    1997     1996       1995
Fixed income securities:
  Realized gains                                    $426    $2,913       $57
  Realized losses                                     53       160         2

Other investments:
  Realized gains                                       1         1         -
  Realized losses                                                3         6
                                                    ----    ------       ---
Total net realized investment gains                 $374    $2,751       $49
                                                    ====    ======       ===

6.  Statutory Deposit

Bonds with a carrying value of $2.5 million and $2.2 million and a market 
value of $2.7 million and $2.3 million at December 31, 1997 and 1996, 
respectively, are on deposit with various state insurance departments as 
required by law.


7.  Separate Account Business

Separate account assets include segregated funds invested by the Company for 
the benefit of variable life insurance and variable annuity contract owners.  
A portion of the contract owner's premium payments are invested by the 
Company into the LBVIP Variable Insurance Account, the LBVIP Variable 
Insurance Account II, or the LBVIP Variable Annuity Account I (the Variable 
Accounts).  The Company records these payments as assets in the separate 
accounts.  Separate account liabilities represent reserves held related to 
the separate account business.

The Variable Accounts are unit investment trusts registered under the 
Investment Company Act of 1940.  Each Variable Account has six subaccounts, 
each of which invests only in a corresponding portfolio of the LB Series 
Fund, Inc. (the Fund).  The Fund is a diversified, open-end management 
investment company.  The shares of the Fund are carried in the Variable 
Accounts' financial statements at the net asset value.

Effective January 22, 1991, a fixed account was added as an investment 
option for variable annuity contract owners.  Net premiums allocated to the 
fixed account are invested in the assets of the Company.

The assets and liabilities of the Variable Accounts are clearly identified 
and distinguished from the other assets and liabilities of the Company.  The 
assets of the Variable Accounts will not be applied to the liabilities 
arising out of any other business conducted by the Company.

The Company assumes the mortality and expense risk associated with these 
contracts for which it is compensated by the separate accounts.  The daily 
charges to the separate accounts are based on the average daily net assets 
at the following annual rates:

                                             1997        1996        1995
                                  Rate      Charges     Charges     Charges

Variable Insurance Account         .06%     $   911     $   696     $   516
Variable Insurance Account II     2.3%           55          52          48
Variable Annuity Account I        1.1%       34,251      27,568      21,891
                                            -------     -------     -------
                                            $35,217     $28,316     $22,455
                                            =======     =======     =======


Income from these charges is included in the Statement of Income.

In addition, the Company deducts certain amounts from the cash value of the 
accounts invested in the separate accounts for surrender charges and annual 
administrative charges as follows:

                                                 1997       1996      1995

Variable Insurance Account                      $ 9,030    $8,206    $7,307
Variable Insurance Account II                         -         -         -
Variable Annuity Account I                        1,807     1,569     1,861
                                                -------    ------    ------
                                                $10,837    $9,775    $9,168
                                                =======    ======    ======


8.  Related Party Transactions

Lutheran Brotherhood provides administrative services to and collects 
premiums for the Company.  The net payable at December 31, 1997 represents 
the unpaid balance of these administrative services net of the premiums 
collected but not transferred to the Company.

Lutheran Brotherhood allocated approximately $18.2 million, $12.8 million 
and $13.6 million of operating expenses to the Company in 1997, 1996 and 
1995, respectively, which includes the costs for corporate officers, human 
resources, and other administrative and operating functions.  Lutheran 
Brotherhood has agreed to provide the Company with capital requirements, if 
necessary.

Payables to affiliates includes the following:

                                                       1997          1996
Lutheran Brotherhood:
  Operating expenses payable                         $ 1,620        $ 1,523
  Premium income                                      (1,159)        (1,264)

Lutheran Brotherhood Securities Corp.:
  Operating expenses payable                              10             11
                                                     -------        -------
                                                     $   471        $   270
                                                     =======        =======


Lutheran Brotherhood Securities Corp. (LBSC) is an affiliate of the Company.  
The payable represents operating expenses of the Company paid by LBSC that 
have not been reimbursed as of December 31, 1997 and 1996.

LBSC allocated $.4 million, $0.3 million and $0.4 million of operating 
expenses to the Company in 1997, 1996 and 1995, respectively, which includes 
the costs for various administrative and operating functions.  In addition, 
LBSC, as principal underwriter of the Company's variable products, received 
commission income from the Company of approximately $17 million, $16.9 
million and $11.5 million in 1997, 1996 and 1995, respectively.


9.  Disclosures About Fair Value of Financial Instruments

The following methods and assumptions were used in estimating fair value 
disclosures for financial instruments.  In cases where quoted market prices 
are not available, fair values are based on estimates using present value or 
other valuation techniques.  Those techniques are significantly affected by 
the assumptions used, including the discount rate and estimates of future 
cash flows.  In that regard, the derived fair value estimates cannot be 
substantiated by comparison to independent markets and, in many cases, could 
not be realized in immediate settlement of the instrument.

The following methods and assumptions were used in estimating its fair value 
disclosures for financial instruments.

FIXED INCOME SECURITIES:  Fair values for fixed income securities are based 
on quoted market prices, where available.  For fixed maturities not actively 
traded in the market, fair values are estimated using market quotes from 
brokers or internally developed pricing methods.

LOANS ON INSURANCE CONTRACTS:  The carrying amount reported in the balance 
sheet approximates fair value since loans on insurance contracts reduce the 
amount payable at death or at surrender of the contract.

CASH AND CASH EQUIVALENTS:  The carrying amounts for these assets 
approximate the assets' fair values.

OTHER FINANCIAL INSTRUMENTS REPORTED AS ASSETS:  The carrying amounts for 
these financial instruments (primarily premiums and other accounts 
receivable and accrued investment income), approximate those assets' fair 
values.

INVESTMENT CONTRACT LIABILITIES:  The fair value for deferred annuities was 
estimated to be the amount payable on demand at the reporting date as those 
investment contracts have no defined maturity and are similar to a deposit 
liability.  The amount payable at the reporting date was calculated as the 
account balance less applicable surrender charges.

The fair values for supplementary contracts without life contingencies and 
immediate annuities were estimated using discounted cash flow analyses using 
similar maturities or by using cash surrender value.
The carrying amounts and estimated fair values of the Company's financial 
instruments are as follows:

                                      1997                     1996
                             ---------------------- -----------------------
                              Carrying      Fair      Carrying       Fair
                               Amount       Value      Amount        Value
Financial instruments
   recorded as assets:
  Fixed income securities    $  230,063  $  230,063  $  170,500  $  170,500
  Contract loans                  5,617       5,617       4,322       4,322
  Cash and cash equivalents       6,747       6,747      18,535      18,535
  Other financial instruments
  recorded as assets              7,977       7,977       6,882       6,882
Financial instruments recorded
  as liabilities:
   Investment contracts:
   Deferred annuities         3,510,194   3,442,622   2,876,818   2,804,151
   Supplementary contracts
   and immediate annuities       41,068      41,068      22,258      22,258


10.  Statutory Financial Information

Accounting practices used to prepare statutory financial statements for 
regulatory filing of fraternal life insurance companies differ from GAAP.  
The following reconciles the Company's statutory net change in surplus and 
statutory surplus determined in accordance with accounting practices 
prescribed or permitted by the Insurance Department of the State of 
Minnesota with net income and stockholder's equity on a GAAP basis (in 
thousands).

                                                             Year Ended
                                                            December 31,
                                                         ------------------
                                                          1997        1996

Net change in statutory accumulated deficit              $ 8,642   $ 13,316
Change in asset valuation reserves                           118        176
                                                         -------   --------
  Net change in statutory accumulated deficit and 
  asset valuation reserves                                 8,760     13,492

Adjustments:
  Future contract benefits and contractholders'
   account balances                                        1,739     (4,232)
  Deferred policy acquisition costs                       17,799     15,756
  Investment losses                                         (132)     2,465
  Other, net                                              (7,933)   (13,153)
                                                          ------    -------
Net income                                               $20,233    $14,328
                                                         =======    =======


                                                           Year Ended
                                                           December 31,
                                                        -------------------
                                                          1997       1996

Statutory stockholder's equity                          $ 80,583   $ 76,941
Asset valuation reserves                                     417        299
                                                        --------   --------
   Statutory stockholder's equity and asset
     valuation reserves                                   81,000     77,240

Adjustments:
  Future contract benefits and contractholders'
     account balances                                    (64,060)   (65,798)
  Deferred policy acquisition costs                      160,696    144,843
  Interest maintenance reserves                            2,583      2,714
  Valuation of investments                                 5,735        792
  Unearned revenue liability                              (4,825)    (3,801)
  Tax adjustment                                         (19,580)   (11,351)
  Other, net                                                 395       (137)
                                                        --------   --------
Stockholder's equity                                    $161,944   $144,502
                                                        ========   ========



<PAGE>
                                APPENDIX B
                        STATE PREMIUM TAX CHART

Premium taxes vary according to the state and are subject to change.  In 
many jurisdictions there is no tax at all.  For current information, a tax 
adviser should be consulted.

The current premium tax rates are a guide only and should not be relied on 
to determine actual premium taxes on any premium payment or Contract because 
the taxes are subject to change from time to time by legislative and other 
governmental action. In addition, other governmental units within a state 
may levy such taxes. The timing of tax levies also varies from one taxing 
authority to another. Consequently, in many cases the purchaser of a 
Contract will not be able to accurately determine the premium tax applicable 
to the Contract by reference to the state tax rates described below.


                                           RATE OF TAX
                                          ----------------
                                   QUALIFIED            NON-QUALIFIED
STATE                                PLANS                  PLANS
                                    ------                 --------
California                            .50%                  2.35%*
District of Columbia                 2.25%                  2.25%*
Florida                                --                   1.00%
Kansas                                 --                   2.00%*
Kentucky                             2.00%*                 2.00%*
Maine                                  --                   2.00%
Nevada                                 --                   3.50%*
South Dakota                           --                   1.25%
West Virginia                        1.00%                  1.00%
Wyoming                                --                   1.00%

* Taxes become due when annuity benefits commence, rather than when the 
premiums are collected.  At the time of annuitization, the premium tax 
payable will be charged against the Accumulated Value.


[This page intentionally left blank]


<PAGE>
                         PART C.  OTHER INFORMATION


Item 24.  Financial Statements and Exhibits

    (a)   Financial Statements:

          Part A:  None.

          Part B:  Financial Statements of Lutheran Brotherhood Variable 
                   Insurance Products Company.  (1)

                   Financial Statements of LBVIP Variable Annuity Account I.  
                   (1)

    (b)   Exhibits:

          1.  Resolution of the Board of Directors of Lutheran Brotherhood 
              Variable Insurance Products Company ("Depositor") authorizing 
              the establishment of LBVIP Variable Annuity Account I 
              ("Registrant").  (1)

          2.  Not Applicable.

          3.(a)  Form of Distribution Agreement between Depositor and 
                 Lutheran Brotherhood Securities Corp ("LBSC").  (1)

            (b)  Forms of General Agent's Agreement and Selected Registered 
                 Representative Agreement between LBSC and agents with 
                 respect to the sale of Contracts.  (1)

          4.  Form of Contract.  (1)

          5.  Contract Application Form.  (1)

          6.(a)  Articles of Incorporation of Depositor (incorporated by 
                 reference to Exhibit A(6)(a) to Registrant's Registration 
                 Statement No. 33-3243).  (1)

            (b)  Bylaws of Depositor (incorporated by reference to Exhibit 
                 A(6)(b) to Registrant's Registration Statement No. 33-
                 3243).  (1)

          7.  Not Applicable.

          8.  Form of Management Service Agreement among Lutheran 
              Brotherhood, LBSC and Depositor.  (1)

          9.  Opinion of Counsel as to the legality of the securities being 
              registered (including written consent).  (1)

          10. Not Applicable.

          11. Not Applicable.

          12. Not Applicable.

          13. Computations of Performance Data.  (1)

          14. Consent of Independent Accountant.  (1)

          15. Powers of Attorney.  (1)

          16. Consent of Counsel.  (1)

________________________________

(1)  Filed herewith.


Item 25.  Directors and Officers of the Depositor

     NAME                      POSITIONS AND OFFICES WITH DEPOSITOR

Directors
     Robert P. Gandrud         President and Chief Executive Officer of 
                                Lutheran Brotherhood
     Bruce J. Nicholson        Executive Vice President and Chief Financial 
                                Officer of Lutheran Brotherhood
     Rolf F. Bjelland          Executive Vice President of Lutheran 
                                Brotherhood
     David W. Angstadt         Executive Vice President and Chief Marketing 
                                Officer of Lutheran Brotherhood
     David J. Larson           Senior Vice President, Secretary and General 
                                Counsel of Lutheran Brotherhood
     Jennifer H. Martin        Senior Vice President of Lutheran Brotherhood
     Jerald E. Sourdiff        Senior Vice President and Chief Financial 
                                Officer of Lutheran Brotherhood

EXECUTIVE OFFICERS             POSITIONS WITH THE DEPOSITOR
     Robert P. Gandrud         President, Chairman and Chief Executive 
                                Officer
     Bruce J. Nicholson        Chief Operating Officer
     Jerald E. Sourdiff        Vice President and Chief Financial Officer 
     David K. Stewart          Treasurer
     David W. Angstadt         Vice President and Chief Marketing Officer
     Rolf F. Bjelland          Vice President and Chief Investment Officer
     David J. Larson           Vice President and Secretary
     David J. Christianson     Vice President--Insurance Services (Vice 
                                President of Lutheran Brotherhood)
     Otis F. Hilbert           Vice President and Assistant Secretary (Vice 
                                President and Associate General Counsel of 
                                Lutheran Brotherhood)
     Randall L. Boushek        Vice President
     James R. Olson            Vice President (Vice President of Lutheran 
                                Brotherhood)
     Susan Oberman Smith       Vice President
     Richard B. Ruckdashel     Vice President
     James M. Walline          Vice President--Investments (Vice President 
                                of Lutheran Brotherhood)

The principal business address of each of the foregoing directors and 
officers is 625 Fourth Avenue South, Minneapolis, Minnesota  55415.


Item 26.  Persons Controlled by or Under Common Control with Depositor or 
          Registrant

Registrant is a separate account of Depositor, established by the Board of 
Directors of Depositor in 1987 pursuant to the laws of the State of 
Minnesota.

Depositor is an indirect subsidiary of Lutheran Brotherhood, a fraternal 
benefit society founded under the laws of the State of Minnesota.  Lutheran 
Brotherhood's other direct and indirect subsidiaries are (a) Lutheran 
Brotherhood Financial Corporation, a Minnesota corporation which is a 
holding company that has no independent operations, (b) LBSC, a Pennsylvania 
corporation which is a registered broker-dealer, (c) Lutheran Brotherhood 
Research Corp., a Minnesota corporation which is a licensed investment 
adviser, and (d) Lutheran Brotherhood Real Estate Products Company, a 
Minnesota corporation.


Item 27.  Number of Contract Owners

There were 90,774 Contract Owners at April 14, 1998.


Item 28.  Indemnification

Reference is hereby made to Section 4.01 of Depositor's Bylaws, filed as an 
Exhibit to this Registration Statement, and to Section 5 of LBSC's By-Laws, 
which mandate indemnification by Depositor and LBSC of directors, officers 
and certain others under certain conditions.  Insofar as indemnification for 
liabilities arising under the Securities Act of 1933 may be permitted to 
directors, officers and controlling persons of Depositor or LBSC, pursuant 
to the foregoing provisions or otherwise, Depositor and LBSC have 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 Depositor or LBSC of 
expenses incurred or paid by a director or officer or controlling person of 
Depositor or LBSC in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person of 
Depositor or LBSC in connection with the securities being registered, 
Depositor or LBSC will, unless in the opinion of its counsel the matter has 
been settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question of whether or not such indemnification by it is 
against public policy as expressed in the Act and will be governed by the 
final adjudication of such issue.

An insurance company blanket bond is maintained providing $10,000,000 
coverage for officers and employees of Lutheran Brotherhood, Depositor and 
LBSC, and $750,000 coverage for their general agents and Depositor's 
Representatives, both subject to a $100,000 deductible.


Item 29.  Principal Underwriters

(a)  LBSC, the principal underwriter of the Contracts, is also named as 
distributor of the stock of The Lutheran Brotherhood Family of Funds, a 
diversified open-end investment company organized as a Delaware business 
trust, consisting of the following series: Lutheran Brotherhood Money Market 
Fund, Lutheran Brotherhood Opportunity Growth Fund, Lutheran Brotherhood 
Fund, Lutheran Brotherhood World Growth Fund, Lutheran Brotherhood Mid Cap 
Growth Fund, Lutheran Brotherhood Income Fund, Lutheran Brotherhood High 
Yield Fund, and Lutheran Brotherhood Municipal Bond Fund.  LBSC also acts or 
will act as the principal underwriter of the following variable contracts:  
flexible premium variable life insurance contracts issued by Lutheran 
Brotherhood through LB Variable Insurance Account I, a separate account of 
Lutheran Brotherhood registered as a unit investment trust under the 
Investment Company Act of 1940;  flexible premium deferred variable annuity 
contracts issued by Lutheran Brotherhood through LB Variable Annuity Account 
I, a separate account of Depositor registered as a unit investment trust 
under the Investment Company Act of 1940;  flexible premium variable life 
insurance contracts issued by Depositor through LBVIP Variable Insurance 
Account, a separate account of Depositor registered as a unit investment 
trust under the Investment Company Act of 1940;  and of single premium 
variable life insurance contracts issued by Depositor through LBVIP Variable 
Insurance Account II, a separate account of Depositor registered as a unit 
investment trust under the Investment Company Act of 1940.

(b)  The directors and officers of LBSC are as follows:

     Robert P. Gandrud              Chairman and Director
     Rolf F. Bjelland               Director
     Bruce J. Nicholson             Director
     David W. Angstadt              President and Director
     David J. Larson                Director
     Jennier H. Martin              Director
     Jerald E. Sourdiff             Chief Financial Officer and Director
     David K. Stewart               Treasurer
     Otis F. Hilbert                Vice President and Secretary
     Larry A. Borlaug               Vice President
     Colleen Both                   Vice President
     J. Keith Both                  Vice President
     Craig R. Darrington            Vice President
     Mitchell F. Felchle            Vice President
     Wayne A. Hellbusch             Vice President
     Douglas B. Miller              Vice President
     C. Theodore Molen              Vice President
     James R. Olson                 Vice President
     William H. Reichwald           Vice President
     Richard B. Ruckdashel          Vice President
     Vicki R. Brandt                Assistant Vice President
     Stephen R. Grinna              Assistant Vice President
     Douglas J. Halvorson           Assistant Vice President
     Katie S. Kloster               Assistant Vice President
     Frederick P. Johnson           Assistant Vice President
     Brenda J. Pederson             Assistant Vice President
     Marie A. Sorensen              Assistant Vice President
     John C. Bjork                  Assistant Secretary
     James M. Odland                Assistant Secretary

The principal business address of each of the foregoing officers is 625 
Fourth Avenue South, Minneapolis, Minnesota 55415.

(c)  Not Applicable.


Item 30.  Location of Accounts and Records

The accounts and records of Registrant are located, in whole or in part, at 
the office of Depositor at 625 Fourth Avenue South, Minneapolis, Minnesota 
55415.


Item 31.  Management Services

Not Applicable.


Item 32.  Undertakings

Registrant will file a post-effective amendment to this Registration 
Statement as frequently as is necessary to ensure that the audited financial 
statements in this Registration Statement are never more than 16 months old 
for so long as payments under the Contracts may be accepted.

Registrant will include either (1) as part of any application to purchase a 
Contract offered by the Prospectus, a space that an applicant can check to 
request a Statement of Additional Information, or (2) a postcard or similar 
written communication affixed to or included in the Prospectus that the 
applicant can remove to send for a Statement of Additional Information.

Registrant will deliver any Statement of Additional Information and any 
financial statements required to be made available under this form promptly 
upon written or oral request.

Registrant understands that the restrictions imposed by Section 403(b)(11) 
of the Internal Revenue Code conflict with certain sections of the 
Investment Company Act of 1940 that are applicable to the Contracts.  In 
this regard, Registrant is relying on a no-action letter issued by the 
Office of Insurance Product and Legal Compliance of the SEC and the 
requirements for such reliance have been complied with by Registrant.

Lutheran Brotherhood Variable Insurance Products Company hereby represents 
that, as to the individual flexible premium variable annuity contracts that 
are the subject of this registration statement, File Number 33-15974, that 
the fees and charges deducted under the contracts, in the aggregate, are 
reasonable in relation to the services rendered, the expenses expected to be 
incurred and the risks assumed by Lutheran Brotherhood Variable Insurance 
Products Company.


<PAGE>
                                SIGNATURES


Pursuant to  the requirements of the Securities Act of 1933, the Registrant 
certifies that it meets all of the requirements for effectiveness of this 
amendment to the Registration Statement pursuant to Rule 485(b) under the 
Securities Act of 1933 and has duly caused this amendment to the 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Minneapolis and State of Minnesota 
on the 28th day of April, 1998.

                                          LBVIP VARIABLE ANNUITY ACCOUNT I
                                                    (Registrant)

                                          By  LUTHERAN BROTHERHOOD VARIABLE
                                              INSURANCE PRODUCTS COMPANY
                                                    (Depositor)

                                          By  /s/ Robert P. Gandrud 
                                              ----------------------------
                                              Robert P. Gandrud, President

Pursuant to the requirements of the Securities Act of 1933, the Depositor 
has duly caused this Amendment to the Registration Statement to be signed on 
its behalf by the undersigned, thereunto duly authorized, in the City of 
Minneapolis and State of Minnesota on the 28th day of April, 1998.

                                          LUTHERAN BROTHERHOOD VARIABLE
                                          INSURANCE PRODUCTS COMPANY
                                                  (Depositor)

                                          By  /s/ Robert P. Gandrud     
                                              ----------------------------
                                              Robert P. Gandrud, President

Pursuant to the  requirements of the Securities Act of 1933, this Amendment 
to the Registration Statement has been signed on the 28th day of April, 1998 
by the following directors and officers of Depositor in the capacities 
indicated:


     /s/ Robert P. Gandrud          President, Chairman (Chief Executive 
     -----------------------          Officer)
     Robert P. Gandrud


     /s/ Jerald E. Sourdiff         Chief Financial Officer (Principal 
     -----------------------          Financial Officer)
     Jerald E. Sourdiff


     /s/ David K. Stewart           Treasurer (Principal Accounting 
     -----------------------          Officer)
     David K. Stewart

     Robert P. Gandrud
     Bruce J. Nicholson         A Majority of the 
     Rolf F. Bjelland           Board of Directors
     David W. Angstadt
     David J. Larson
     Jerald E. Sourdiff
     Jennifer H. Martin

Otis F. Hilbert, by signing his name hereto, does hereby sign this document 
on behalf of each of the above-named directors of Lutheran Brotherhood 
Variable Insurance Products Company pursuant to powers of attorney duly 
executed by such persons.

                                            /s/ Otis F. Hilbert
                                           ------------------------------
                                           Otis F. Hilbert, Attorney-in-Fact


<PAGE>
                          INDEX TO EXHIBITS
                    LBVIP VARIABLE ANNUITY ACCOUNT I


EXHIBIT NO.
- -----------

     1         Resolution of the Board of Directors of Lutheran 
               Brotherhood Variable Insurance Products Company 
               ("Depositor") authorizing the establishment of LBVIP 
               Variable Annuity Account I ("Registrant"). 

     3(a)      Form of Distribution Agreement between Depositor and
               Lutheran Brotherhood Securities Corp ("LBSC"). 

     3(b)      Forms of General Agent's Agreement and Selected 
               Registered Representative Agreement between LBSC and 
               agents with respect to the sale of Contracts. 

     4         Form of Contract. 

     5         Contract Application Form.

     6(a)      Articles of Incorporation of Depositor (incorporated by 
               reference to Exhibit A(6)(a) to Registrant's 
               Registration Statement No. 33-3243). 

     6(b)      Bylaws of Depositor (incorporated by reference to 
               Exhibit A(6)(b) to Registrant's Registration Statement 
               No. 33-3243). 

     8         Form of Management Service Agreement among Lutheran 
               Brotherhood, LBSC and Depositor. 

     9         Opinion of Counsel as to the legality of the securities 
               being registered (including written consent). 

    13         Computations of Performance Data. 

    14         Consent of Independent Accountant. 

    15         Powers of Attorney. 

    16         Consent of Counsel. 


#20831



<PAGE>
                                                           EXHIBIT 14


                     CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information 
constituting part of this Post-Effective Amendment No. 20 to the 
registration statement on Form N-4 (the "Registration Statement") of our 
report dated March 20, 1998 relating to the financial statements of LBVIP 
Variable Annuity Account I, which appears in such Statement of Additional 
Information, and to the incorporation by reference of our report into the 
Prospectus which constitutes part of this Registration Statement.  We also 
consent to the references to us under the heading "Financial Statements and 
Experts" in such Prospectus and under the heading "Independent Accountants 
and Financial Statements" in such Statement of Additional Information.

We also consent to the use in such Statement of Additional Information of 
our report dated March 12, 1998, relating to the financial statements of 
Lutheran Brotherhood Variable Insurance Products Company which appears in 
such Statement of Additional Information.


/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP
Minneapolis, Minnesota
April 28, 1998

#20602



<PAGE>
                                                               EXHIBIT 15

                          LUTHERAN BROTHERHOOD VARIABLE
                            INSURANCE PRODUCTS COMPANY

                         LBVIP VARIABLE ANNUITY ACCOUNT I

                              POWER OF ATTORNEY OF
                             DIRECTORS AND OFFICERS

            KNOW ALL MEN BY THESE PRESENTS, that the each of the undersigned 
directors and/or officers of LUTHERAN BROTHERHOOD VARIABLE INSURANCE 
PRODUCTS COMPANY, a Minnesota corporation (the "Company"), the Depositor of 
LBVIP VARIABLE ANNUITY ACCOUNT I, does hereby make, constitute and appoint 
Randall L. Wetherille, James M. Odland, Otis F. Hilbert and John C. Bjork, 
and each or any of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the 
undersigned's name, place and stead, to sign and affix the undersigned's 
name as such director and/or officer of such Company to a Registration 
Statement or Registration Statements, on Form N-4 or other applicable form, 
and all amendments, including post-effective amendments, thereto, to be 
filed by such Company with the Securities and Exchange Commission, 
Washington, D.C., in connection with the registration under the Securities 
Act of 1933, as amended, and the Investment Company Act of 1940, as amended, 
of shares of such Company, and to file the same, with all exhibits thereto 
and other supporting documents, with such Commission, granting unto such 
attorneys-in-fact, and each of them, full power and authority to do and 
perform any and all acts necessary or incidental to the performance and 
execution of the powers herein expressly granted.

            IN WITNESS WHEREOF, each of the undersigned has hereunto set his 
or her hand this 28th day of April, 1998.

/s/ROBERT P. GANDRUD
- --------------------------
Robert P. Gandrud                   President, Chief Executive Officer,
                                    Chairman (Principal Executive Officer)
                                    and Director

/s/BRUCE J. NICHOLSON
- --------------------------
Bruce J. Nicholson                  Chief Operating Officer (Principal
                                    Financial Officer) and Director

/s/DAVID K. STEWART
- --------------------------
David K. Stewart                    Treasurer (Principal Accounting Officer)

/s/ROLF F. BJELLAND
- --------------------------
Rolf F. Bjelland                    Director

/s/DAVID W. ANGSTADT
- --------------------------
David W. Angstadt                   Director

/s/DAVID J. LARSON
- --------------------------
David J. Larson                     Director

/s/JENNIFER H. MARTIN
- --------------------------
Jennifer H. Martin                  Director

/s/JERALD E. SOURDIFF
- --------------------------
Jerald E. Sourdiff                  Director


#20542


<PAGE>
                                                              EXHIBIT 16

                                JONES & BLOUCH L.L.P.
                                    SUITE 405 WEST
                          1025 THOMAS JEFFERSON STREET, N.W.
                              WASHINGTON, D.C.  20007-0805


JORDEN BURT BERENSON & JOHNSON LLP                 TELEPHONE  (202) 223-3500
     AFFILIATED COUNSEL                            TELECOPIER (202) 223-4593


                                 April 27, 1998   


Lutheran Brotherhood Variable Insurance
   Products Company
625 Fourth Avenue South
Minneapolis, Minnesota 55415

     Re:  LBVIP Variable Annuity Account I

Gentlemen:

We hereby consent to the reference to this firm under the caption "Legal 
Matters" in the prospectus contained in Post-Effective Amendment No. 20 to 
the registration statement, on Form N-4, File No. 33-15974, to be filed with 
the Securities and Exchange Commission.

                                               Very truly yours,


                                               /s/ Jones & Blouch L.L.P.
                                               Jones & Blouch L.L.P.

#20604




<PAGE>
                                                        EXHIBIT 16

625 Fourth Avenue South
Minneapolis, Minnesota  55415

[logo] LUTHERAN BROTHERHOOD
       VARIABLE INSURANCE
       PRODUCTS COMPANY        

April 28, 1998


Lutheran Brotherhood Variable
Insurance Products Company
625 Fourth Avenue South
Minneapolis, MN  55415

Ladies and Gentlemen:

I consent to the use of my name under the heading "Legal Matters" in the 
Prospectuses constituting part of the Registration Statement, on Form N-4 
(File No. 33-15974), of LBVIP Variable Annuity Account I.

Very truly yours,


/s/ James M. Odland
James M. Odland
Assistant Secretary
(612) 340-5727

#20603




<PAGE>
                                                                EXHIBIT  1
                                                                     -----



                            LUTHERAN BROTHERHOOD VARIABLE
                            INSURANCE PRODUCTS COMPANY

                          CERTIFICATE OF RESOLUTION
                          -------------------------


         I, James M. Odland, being the duly elected Assistant Secretary of 
LUTHERAN BROTHERHOOD VARIABLE INSURANCE PRODUCTS COMPANY, An insurance 
company organized and existing under and by virtue of the laws of the State 
of Minnesota (hereinafter called "the Company") having its principal office 
at 625 Fourth Avenue South, Minneapolis, do hereby certify that the 
following is a true and complete copy of resolutions duly adopted at a 
meeting of the Board of Directors of the Company duly called and held on May 
1, 1987, at which a quorum was present and voting; that said resolutions are 
still in full force and effect and have not been rescinded; and that said 
resolutions are not in conflict with the Articles of Incorporation or the 
Bylaws of the Company:

         IN WITNESS WHEREOF, I have hereunto set my hand and the Seal of the 
Company this 24th day of April, 1998.


Corporate Seal Attached


                                          /s/ James M. Odland    /initials/
                                          ----------------------------------
                                          Assistant Secretary


Signed and subscribed to before me
this 24th day of April, 1998.


/s/ Kaye L. Penfield
- --------------------------------
Notary Public


/Notary Seal/
       KAYE L. PENFIELD
   NOTARY PUBLIC - MINNESOTA
        HENNEPIN COUNTY
My Commission Expires Jan. 31, 2000




<PAGE>





                           LUTHERAN BROTHERHOOD VARIABLE
                            INSURANCE PRODUCTS COMPANY


                                RESOLUTION
                                ----------


         WHEREAS, this Company desires to develop, sell and administer 
flexible premium deferred variable annuity contracts, and

         WHEREAS, the Company desires to establish such separate accounts as 
may be necessary and appropriate for the Company's planned flexible premium 
deferred variable annuity contracts and to authorize management of the 
Company to proceed with the development of this product and obtain the 
necessary state and federal approvals for the issuance of such product.

         NOW THEREFORE BE IT RESOLVED, that pursuant to Minnesota Statutes, 
Sections 61A.13 to 61A.22, the Company hereby establishes a separate account 
under the name "LBVIP Variable Annuity Account I" (the "Account"), for 
assets to be held and applied exclusively for the benefit of the holders of 
flexible premium deferred variable annuity contracts issued by the Company 
and designated by the Company as contracts under which the dollar amount of 
annuity payments, death benefits may and the accumulated value thereof shall 
vary so as to reflect the investment results of the Account, and the assets 
held in the Account shall not be chargeable with liabilities arising out of 
any other business the Company may conduct but shall be held and applied 
exclusively for the benefit of the holders of such contracts.

         RESOLVED, that the Account be registered as a unit investment trust 
under the Investment Company Act of 1940, as amended (the "1940 Act"), and 
that application be made for exemptions from such provisions of the 1940 Act 
as the Chief Executive Officer, President, any Executive Vice President, any 
Senior Vice President, Secretary or the Treasurer of the Company may deem 
necessary or advisable.

         RESOLVED, that the Chief Executive Officer, President, any Vice 
President, the Secretary or the Treasurer of the Company is hereby 
authorized, for and on behalf of the Company and with respect to the 
Account, to execute and file with the Securities and Exchange Commission a 
notification of registration and a registration statement on Form N-4 or 
other applicable form, for the registration of the Account under the 1940 
Act and to execute and file notification of claim of exemptions, or 
application for exemptions, from provisions of the 1940 Act, all in such 
form as such officer may approve, with such amendments, exhibits and other 
supporting documents thereto, and to execute and deliver all such other and 
further instruments, and to take such other and further action in connection 
therewith, as such officer may deem necessary or advisable.

         RESOLVED, that the Chief Executive Officer, President, any Vice 
President, the Secretary or the Treasurer of the Company is hereby 
authorized, for and on behalf of the Company, to execute and file with the 
Securities and Exchange Commission a registration statement on Form N-4, or 
other applicable form, for the registration under the Securities Act of 
1933, as amended (the "1933 Act"), of flexible premium deferred variable 
annuity contracts to be issued by the Company in connection with the Account 
and other interests in the Account, in such form as such officer may 
approve, with such amendments, exhibits and other supporting documents 
thereto, and to execute and deliver all such other and further instruments, 
and to take such other and further action in connection therewith, as such 
officer may deem necessary or advisable.

         RESOLVED, that David J. Larson is hereby designated as the person 
authorized to receive notices and communications from the Securities and 
Exchange Commission with respect to such registration statements to be filed 
under the 1933 Act, with the powers conferred upon him as such person by the 
1933 Act and the rules and regulations of such Commission issued thereunder.

         RESOLVED, that the Chief Executive Officer, President, any Vice 
President, the Secretary or the Treasurer of the Company, and such other 
officers and employees of the Company as the President of the Company may 
designate, and each of them, are hereby authorized, for and on behalf of the 
Company, to execute such other and further instruments (including, without 
limitation, a distribution agreement with respect to sale of the contracts), 
and to take such other and further action, as they, or any of them, may deem 
necessary or advisable to carry out the purposes of the foregoing 
resolutions.



#20753


<PAGE>
                                                          EXHIBIT 3(a)

                            DISTRIBUTION AGREEMENT
                            ----------------------


     AGREEMENT made this 1st day of November, 1987 by and between Lutheran 
Brotherhood Variable Insurance Products Company, a Minnesota corporation 
("LBVIP"), on its own behalf and on behalf of the LBVIP Variable Annuity 
Account I (the "Variable Account"), and Lutheran Brotherhood Securities 
Corp., a Pennsylvania corporation ("LBSC").


                                  WITNESSETH:
                                  -----------


     WHEREAS, LBVIP has established and maintains the Variable Account, a 
separate investment account, pursuant to the laws of Minnesota for the 
purpose of selling flexible premium variable annuity contracts 
("Contracts"), to commence after the effectiveness of the Registration 
Statement relating thereto filed with the Securities and Exchange Commission 
on Form N-4 pursuant to the Securities Act of 1933, as amended (the "1933 
Act") and the Investment Company Act of 1940 (the "1940 Act"); and

     WHEREAS, the Variable Account will be registered as a unit investment 
trust under the 1940 Act; and

     WHEREAS, LBSC is registered as a broker-dealer under the Securities 
Exchange Act of 1934 (the "Securities Exchange Act") and is a member of the 
National Association of Securities Dealers, Inc. ("NASD"); and

     WHEREAS, LBVIP and LBSC wish to enter into an agreement to have LBSC 
act as the Company's principal underwriter for the sale of the Contracts 
through the Variable Account;


     NOW, THEREFORE, the parties agree as follows:


     1.   APPOINTMENT OF THE DISTRIBUTOR

          LBVIP agrees that during the term of this Agreement it will take
          all action which is required to cause the Contracts to comply as
          an insurance product and a registered security with all applicable
          federal and state laws and regulations.  LBVIP appoints LBSC and
          LBSC agrees to act as the principal underwriter for the sale of
          Contracts to the public, during the term of this Agreement, in
          each state and other jurisdiction in which such Contracts may
          lawfully be sold.  LBSC shall offer the Contracts for sale and
          distribution at premium rates set by LBVIP.  Applications for the
          Contracts shall be solicited only by representatives duly and
          appropriately licensed or otherwise qualified for the sale of such
          Contracts in each state or other jurisdiction.  LBVIP shall
          undertake to appoint LBSC's qualified registered representatives
          as life insurance agents of LBVIP.  Completed applications for
          Contracts shall be transmitted directly to LBVIP for acceptance or
          rejection in accordance with underwriting rules established by
          LBVIP.  Initial premium payments under the Contracts shall be made
          by check payable to LBVIP and shall be held at all times by LBSC
          or its registered representatives in a fiduciary capacity and
          remitted promptly to LBVIP.  Anything in this Agreement to the
          contrary notwithstanding, LBVIP retains the ultimate right to
          control the sale of the Contracts and to appoint and discharge
          life insurance agents of LBVIP.  LBSC shall be held to the
          exercise of reasonable care in carrying out the provisions of this
          Agreement.


     2.   SALES AGREEMENTS

          LBSC is hereby authorized to enter into separate written
          agreements, on such terms and conditions as LBSC may determine not
          inconsistent with this Agreement, with one or more registered
          representatives who agree to participate in the distribution of
          Contracts.  Such registered representatives shall be registered as
          securities agents with the NASD.  LBSC and its registered
          representatives soliciting applications for Contracts shall also
          be duly and appropriately licensed, registered or otherwise
          qualified for the sale of such Contracts (and the riders and other
          policies offered in connection therewith) under the insurance laws
          and any applicable blue sky laws of each state or other
          jurisdiction in which LBVIP is authorized to offer the Contracts.

          LBSC shall have the responsibility for ensuring that its
          registered representatives are properly supervised.  LBSC shall
          assume any legal responsibilities of LBVIP for the acts,
          commissions or defalcations of such registered representatives
          insofar as they relate to the sale of the Contracts.  Applications
          for Contracts solicited by LBSC through its registered
          representatives shall be transmitted directly to LBVIP.  All
          premium payments under the Contracts shall be made by check to
          LBVIP and, if received by LBSC, shall be held at all times in a
          fiduciary capacity and remitted promptly to LBVIP.


     3.   LIFE INSURANCE LICENSING

          LBVIP shall be responsible for ensuring that the registered
          representatives are duly qualified under the insurance laws of the
          applicable jurisdictions to sell the Contracts.


     4.   SUITABILITY

          LBVIP wishes to ensure that Contracts sold by LBSC will be issued
          to purchasers for whom the Contract will be suitable.  LBSC shall
          take reasonable steps to ensure that the various registered
          representatives appointed by it shall not make recommendations to
          an applicant to purchase a Contract in the absence of reasonable
          grounds to believe that the purchase of the Contract is suitable
          for such applicant.  While not limited to the following, a
          determination of suitability shall be based on information
          furnished to a registered representative after reasonable inquiry
          of such applicant concerning the applicant's insurance and
          investment objectives, financial situation and needs, and the
          likelihood that the applicant will continue to make the premium
          payments contemplated by the Contracts.


     5.   PROMOTION MATERIALS

          LBVIP shall have the responsibility for furnishing to LBSC and its
          registered representatives sales promotion materials and
          individual sales proposals related to the sale of the Contracts.
          LBSC shall not use any such materials that have not been approved
          by LBVIP.


     6.   COMPENSATION

          LBVIP shall arrange for the payment of commissions directly to
          those registered representatives of LBSC who are entitled thereto
          in connection with the sale of the Contracts on behalf of LBSC, in
          the amounts and on such terms and conditions as LBVIP and LBSC
          have determined in the VARIABLE PRODUCTS SCHEDULE OF 
          COMMISSION RATES attached hereto as Exhibit A and Exhibit B and
          incorporated by reference herein; provided, however, that such
          terms, conditions and commissions as are set forth in or as are
          not inconsistent with the Prospectus included as part of the
          Registration Statement for the Contracts and effective under the
          1933 Act.  LBVIP may, at its option, adjust VARIABLE PRODUCTS
          SCHEDULE OF COMMISSION RATES for contracts and
          riders hereafter sold, by giving written notice to LBSC thirty
          days in advance of such change.

          LBVIP shall reimburse LBSC for the costs and expenses incurred by
          LBSC in furnishing or obtaining the services, materials and
          supplies required by the terms of this Agreement, in the initial
          sales efforts and the continuing obligations hereunder.


     7.   RECORDS

          LBSC shall have the responsibility for maintaining the records of
          representatives licensed, registered and otherwise qualified to
          sell the Contracts.  LBSC shall maintain such other records as are
          required of it by applicable laws and regulations.  The books,
          accounts and records of LBVIP, the Variable Account and LBSC shall
          be maintained so as to clearly and accurately disclose the nature
          and details of the transactions.  All records maintained by LBSC
          or in connection with this Agreement shall be the property of
          LBVIP and shall be returned to LBVIP upon termination of this
          Agreement, free from any claims or retention of rights by LBSC.
          LBSC shall keep confidential any information obtained pursuant to
          this Agreement and shall disclose such information, only if LBVIP
          has authorized such disclosure, or if such disclosure is expressly
          required by applicable federal or state regulatory authorities.


     8.   INVESTIGATIONS AND PROCEEDINGS

          (a)  LBSC and LBVIP agree to cooperate fully in any insurance
               regulatory investigation, proceeding or judicial proceeding
               arising in connection with the Contracts distributed under
               this Agreement.  LBSC and LBVIP further agree to cooperate
               fully in any securities regulatory investigation, proceeding
               or judicial proceeding with respect to LBVIP, LBSC, their
               affiliates and their agents or representatives to the extent
               that such investigation or proceeding is in connection with
               Contracts distributed under this Agreement.  LBSC shall
               furnish applicable federal and state regulatory authorities
               with any information or reports in connection with its
               services under this Agreement which such authorities may
               request in order to ascertain whether the LBVIP's operations
               are being conducted in a manner consistent with any
               applicable law or regulation.

          (b)  In the case of a written customer complaint, LBSC and LBVIP
               will cooperate in investigating such complaint and any
               response to such complaint will be sent to the other party to
               this Agreement for approval not less than five business days
               prior to its being sent to the customer or regulatory
               authority, except that if a more prompt response is required,
               the proposed response shall be communicated by telephone or
               telegraph.


     9.   TERMINATION

          This Agreement shall terminate automatically upon its assignment
          by either party without the prior written consent of both parties.
          This Agreement may be terminated at any time by either party on
          60 days' written notice to the other party, without the payment of
          any penalty.  Upon termination of this Agreement all
          authorizations, rights and obligations shall cease except the
          obligation to settle accounts hereunder, including commissions on
          premiums  subsequently received for Contracts in effect at time of
          termination, and the agreements contained in paragraph 8 hereof.


     10.  REGULATION

          This Agreement shall be subject to the provisions of the 1933 Act,
          the 1940 Act and the Securities Exchange Act and the rules,
          regulations and rulings promulgated thereunder and of the
          applicable rules and regulations of the NASD, from time to time in
          effect, and the terms hereof shall be interpreted and construed in
          accordance therewith.


     11.  SEVERABILITY

          If any provision of this Agreement shall be held or made invalid
          by a court decision, statute, rule or otherwise, the remainder of
          this Agreement shall not be affected thereby.


     12.  APPLICABLE LAW

          This Agreement shall be construed and enforced in accordance with
          and governed by the laws of the State of Minnesota.


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
duly executed as of the day and year first above written.


                                     LUTHERAN BROTHERHOOD VARIABLE INSURANCE
                                     PRODUCTS COMPANY


                                     By
                                       -------------------------------------



                                     LUTHERAN BROTHERHOOD SECURITIES CORP.



                                     By
                                       -------------------------------------




                        SCHEDULE OF COMMISSION RATES





                                EXHIBIT I

                                EXHIBIT IA




                           LUTHERAN BROTHERHOOD

              LUTHERAN BROTHERHOOD VARIABLE INSURANCE PRODUCTS






                          Minneapolis, Minnesota











Please file in Compensation Section 7, of the DR Planner


<PAGE>








                     THIS PAGE IS INTENTIONALLY BLANK

<PAGE>



                          SCHEDULE OF COMMISSION RATES

                               TABLE OF CONTENTS



Cover Page and Table of Contents


EXHIBIT I:


I      Payment Provisions


II.    Life Insurance Contracts (Excluding Flexible Premium Adjustable Life)

         A.  Permanent

               Life; Presidential Plus, Life Paid-Up at 96;
               Partners Presidential Plus, Survivor Presidential Plus

         B.  Renewable and Convertible Term

         C.  Other Term

               Juvenile Protection


III.   Life Insurance Riders (Excluding Riders on Flexible Premium
                               Adjustable Life)

         A.  Issued with Basic Contract

               Renewable and Convertible Term
               Other Term:  Child Term Life Ins. Benefit
               Additional Premium Option (PUA Rider)

         B.  Issued after Basic Contract

               Renewable and Convertible Term
               Other Term:  Child Term Life Ins. Benefit
               Additional Premium Option (PUA Rider)


IV.    Flexible Premium Adjustable Life (UL) - Series I

         A.  1st Year Commission

         B.  Service Commission

         C.  Special Renewal Commission

         D.  Increase Commission per $1,000

         E.  Cost of Living Increase Commission per $1,000

         F.  Riders Added After Issue Commission per $1,000


V.     Flexible Premium Adjustable Life (UL) - Series II

         A.  1st Year Commission

         B.  Service Commission

         C.  Renewal Commission per $1,000

               1.  Face Amount Less Than $250,000
               2.  Face Amount More Than $249,999
               3.  Spouse Insurance Benefit

         D.  Increase Commission per $1,000

               1.  Face Amount Less Than $250,000
               2.  Face Amount More Than $249,999

         E.  Cost of Living Increase Commission per $1,000

               1.  Face Amount Less Than $250,000
               2.  Face Amount More Than $249,999

         F.  Riders Increased/Added After Issue Commission per $1,000


VI.    Flexible Premium Adjustable Life Series (UL) - III, IV and
       Juvenile-Issue

         A.  1st Year Commission

         B.  Additional Commission (Based on Premium)

         C.  Renewal Commission per $1,000 of face amount

               1.  Face Amount Less Than $250,000 and Juvenile-Issue
               2.  Face Amount More Than $249,999 and Less Than $500,000
               3.  Face Amount More Than $499,000
               4.  Spouse Insurance Benefit

         D.  Increase Commission per $1,000

               1.  Face Amount Less Than $250,000 and Juvenile-Issue
               2.  Face Amount More Than $249,999 and Less Than $500,000
               3.  Face Amount More Than $499,000

         E.  Cost of Living Increase Commission per $1,000

               1.  Face Amount Less Than $250,000 and Juvenile-Issue
               2.  Face Amount More Than $249,999 and Less Than $500,000
               3.  Face Amount More Than $499,999

         F.  Riders Increased/Issued After Basic Contract


VII.   Flexible Premium Variable Life (VUL)

         A.  1st Year Commission

         B.  Additional Commission (Based on Premium)

         C.  Renewal Commission per $1,000 of face amount

               1.  Face Amount Less Than $250,000
               2.  Face Amount More Than $249,999
               3.  Spouse Insurance Benefit

         D.  Increase Commission per $1,000

               1.  Face Amount Less Than $250,000
               2.  Face Amount More Than $249,999

         E.  Cost of Living Increase Commission per $1,000

               1.  Face Amount Less Than $250,000
               2.  Face Amount More Than $249,999

         F.  Riders Increased/Issued After Basic Contract


VIII.  Annuity Contracts

         A.  Single Premium

         B.  Flexible Premium Deferred Annuity '89

               Variable Annuity

         C.  Flexible Premium Deferred Annuity - TSA Qualified

         D.  FPDA other than FPDA '89 - Nonqualified


IX.    Health Insurance

         A.  Contracts

         B.  Riders

X.     Supplemental Benefits


XI.    Settlement Options


EXHIBIT IA:  Target Premiums


I.     Flexible Premium Adjustable Life - Series II

         A.  Face Amount Less Than $250,000
         B.  Face Amount More Than $249,999


II.    Flexible Premium Adjustable Life - Series III, IV and Juvenile-Issue

         A.  Face Amount Less Than $250,000 and Juvenile-Issue
         B.  Face Amount More Than $249,000 and Less Than $500,000
         C.  Face Amount More Than $499,999


III.   Riders and Supplemental Benefits


IV.    Special Class


V.     Flexible Premium Variable Life Insurance Riders


Amendments


<PAGE>





                                    [BLANK PAGE]


<PAGE>


                          SCHEDULE OF COMMISSION RATES
                                    EXHIBIT I



I.    PAYMENT PROVISIONS

      A. First Year Commissions, Renewal Commissions, Increase Commissions,
         Rider Commissions and for Flexible Premium Variable Life contracts
         written on or after June 1, 1990, Rollover Commissions are payable
         to the Representative* who sold the coverage.

      B. Service Commissions, Special Service Commissions, Rollover
         Commissions for all products except Flexible Premium Variable Life
         (VUL) written after June 1, 1990, and Cost of Living Increase
         Commissions are payable to the Representative* who is assigned to
         service the contract at the time the commission is payable.

      C. FREQUENCY OF COMMISSION PAYMENTS

         Commissions will be paid at the same frequency as the related
         premiums are paid except

         1) First Year Commissions that are expressed as a percent of
            premiums and all Increase Commissions on contracts for which
            premiums are paid by Pre-Authorized Collection will be
            annualized and payable when the contract is issued or increased;
            except that the additional 3% of all premium paid on Flexible
            Premium Adjustable Life and Flexible Premium Variable Life and
            the First Year Commissions on Flexible Premium Annuity and
            Variable Annuity contracts paid by Pre-Authorized Collection
            will not be annualized.

         2) Renewal Commissions which are expressed as an amount per $1,000
            will be paid monthly.

      D. Recovery of Commissions Previously Paid

         1) If the Society returns all or any portion of a premium payment,
            any commissions paid to the Representative* on this premium
            shall be repaid to the Society and the Society shall have the
            right to recover such commission from any compensation
            thereafter due and payable to the Representative*.

         2) On Flexible Premium Adjustable Life and Flexible Premium
            Variable Life Insurance contracts which terminate during the
            first contract year, First Year Commission will not exceed the
            sum of  a) 3% of all premium paid plus  b) the pro rata portion
            of the First Year Commission based on premium up to target that
            would be paid if the contract remained in force for the year.

            On Flexible Premium Adjustable Life Insurance Series II, III, IV
            and Juvenile-Issue and Flexible Premium Variable Life contracts
            which terminate during the first contract year, First Year
            Commissions based on premiums up to target will be the product
            of the First Year Commission rate and the lesser of
            (1) premiums paid and credited on the contract, and
            (2) one-twelfth of the Target Premium times the number of full
            months the contract remained in force.

            First year Commissions paid will be reduced by the amounts, if
            any, in excess of those determined above.

      E. Contract Changes and Conversions

         The Society will determine the amount of compensation and which
         Representative* will be paid the compensation on contract changes
         (except for the addition of term insurance and health insurance
         riders) and conversions, the continuation of Juvenile Term
         Insurance contracts and the rollover of Modified Premium Whole Life
         contracts.  If a contract replaces in whole or in part a contract
         previously issued by Lutheran Brotherhood or any subsidiary or
         affiliate, the Society shall have the right to determine what, if
         any, compensation shall be allowed.

      F. All variable products will be subject to the vesting provisions of
         Section II.C. of the District Representative Agreement.

- ---------------------------------------
*  All references to a Representative include a District Representative
   and/or a Registered Representative.  An appropriate Registered
   Representative license is required before the sale of any variable
   product.



II.   LIFE INSURANCE CONTRACTS (Excluding Flexible Premium Adjustable Life)


      Commissions are a percentage of the premium due and payable on the
      basic contract during each contract year (excluding any extra premium
      paid for aviation or temporary extra premium).


      A. Permanent Life

<TABLE>
<CAPTION>
                                    WHOLE LIFE
                               (Presidential Plus)
                                 LIFE PAID UP AT 96     Survivor
                                 $50,000 AND OVER       Presidential Plus
                  LIFE*           PARTNER PRES.PLUS         (SPLUS)
            ================   =====================   =====================
Number of
 Annual    1st Year  1st Renewal 1st Year  1st Renewal 1st Year  1st Renewal
Premiums   Commission Commission Commission Commission Commission Commission
- ---------- --------- ---------- ---------- ---------- ---------- -----------
<S>            <C>      <C>        <C>        <C>        <C>        <C>
45 and over    65  %    17  %      55  %      17  %      50  %      13  %
   42-44       65       16.5       55         16.5       50         13
   35-41       65       16         55         16         50         13
   32-34       65       15.5       55         15.5       47.5       13
   30-31       62.5     15.5       53         15.5       45         12.5
   27-29       62.5     15         53         15         42.5       12.5
   25-26       60       14.5       51         14.5       40         12
   23-24       57.5     14.5       49         14.5       40         12
    22         55       14.5       47         14.5       40         12
    21         52.5     14.5       46         14.5       40         12
    20         52.5     14.5       45         14.5       40         12
   18-19       50       14         44         14         40         12
    17         50       14         43         14         40         12
   15-16       47.5     14         41         14         40         12
    14         44.5     13.5       39         13.5       40         12
    13         42.5     13.5       37         13.5       N/A        N/A
    12         39       13.5       35         13.5       N/A        N/A
    11         37       13.5       33         13.5       N/A        N/A
    10         35       13.5       31         13.5       N/A        N/A
     9         33       13.0       29         13.0       N/A        N/A
     8         31       13.0       27         13.0       N/A        N/A
     7         29       13.0       25         13.0       N/A        N/A
     6         27       13.0       23         13.0       N/A        N/A
     5         25       13.0       21         13.0       N/A        N/A

*Except as otherwise provided in this schedule.
</TABLE>

         2ND AND 3RD RENEWAL COMM.: One-half of the 1st Renewal
                                    Commission rate.
         4TH RENEWAL COMM.:  5%

         5TH, 6TH AND 7TH RENEWAL COMM.:  2%


         On any plan other than Survivor Presidential Plus with premium
         payable beyond age 85, the number of annual premiums to be paid is
         determined as though premiums were payable to age 85.


         On a Survivor Presidential Plus plan the number of annual premiums
         to be paid is the number of annual premiums payable from the joint
         issue age to age 100.


                                    1st Year                 Renewal
                                   Commission              Commissions
                                   ----------              -----------
         Single Premium Life           3%                      None


      B. Renewable and Convertible Term Insurance Contracts

<TABLE>
<CAPTION>
                                 Commission Rates
             Commission Rates    for Initial Face       Commission Rates
             for Initial Face       Amount More         for Initial Face
             Amount Less Than    Than $499,999 and        Amount More
                 $500,000       Less Than $1,000,000     Than $999,999
            =================   =====================   ====================

            First      First     First     1st - 7th    First     1st - 7th
  Issue      Year     Renewal     Year      Renewal      Year      Renewal
   Age   Commission Commission Commission Commissions Commission Commissions
- ---------- --------- ---------- ---------- ---------- ---------- -----------
   <S>         <C>      <C>        <C>        <C>        <C>        <C>
   16-40       45  %    14  %      30  %      10  %      25  %      10  %
   41-43       45       13.5       30         10         25         10
   44-53       45       13         30         10         25         10
   54          43       13         30         10         25         10
   55          43       13         28         10         23.5       10
   56-58       43       12.5       28         10         23.5       10
   59          41.5     12         28         10         23.5       10
   60          41.5     12         26         10         21.5       10
   61-62       40       12         26         10         21.5       10
   63          38.5     12         26         10         21.5       10
   64          37       12         26         10         21.5       10
   65          37       12         24         10         20         10
   66-68       35.5     12         24         10         20         10
   69-70       34       12         24         10         20         10
</TABLE>

         Renewal Commission Rates for Initial Face Amount Less
         Than $500,000:

         2ND AND 3RD RENEWAL COMM.: One-half of the 1st Renewal
                                    Commission rate.

         4TH RENEWAL COMMISSION: 5%

         5TH, 6TH AND 7TH RENEWAL COMMISSIONS: 2%


      C. Other Term Insurance Contracts


                                    First Year       First Renewal
                                    Commission        Commission
                                    ----------        ----------
         Juvenile Protector            45%                14%


                                At Attained Age 5   At Attained Age 6
                                -----------------   -----------------
         JumpStart                     45%                14%


         2ND AND 3RD RENEWAL COMM.:    One-half of the 1st Renewal
                                       Commission rate.
         4TH RENEWAL COMMISSION:  5%

         5TH, 6TH AND 7TH RENEWAL COMMISSIONS:  2%



III.  LIFE INSURANCE RIDERS (Excluding Riders On
                             Flexible Premium Adjustable Life)


      Commissions are a percentage of the premium due and payable on the
      rider during the rider year (excluding any extra premium paid for
      aviation or temporary extra premium).


      A. Riders issued with the basic contract.


         RENEWABLE AND CONVERTIBLE TERM INSURANCE RIDER:  BASIC AND SPOUSE

<TABLE>
                                 Commission Rates
             Commission Rates    for Initial Face       Commission Rates
             for Initial Face       Amount More         for Initial Face
             Amount Less Than    Than $499,999 and        Amount More
                 $500,000       Less Than $1,000,000     Than $999,999
            ================   ======================   ==================

            First      First     First     1st - 7th    First     1st - 7th
  Issue      Year     Renewal     Year      Renewal      Year      Renewal
   Age   Commission Commission Commission Commissions Commission Commissions
- ---------- --------- ---------- ---------- ---------- ---------- -----------
  <S>    <C>        <C>        <C>        <C>         <C>        <C>
   16-40       45  %    14  %      30  %      10  %      25  %      10  %
   41-43       45       13.5       30         10         25         10
   44-53       45       13         30         10         25         10
   54          43       13         30         10         25         10
   55          43       13         28         10         23.5       10
   56-58       43       12.5       28         10         23.5       10
   59          41.5     12         28         10         23.5       10
   60          41.5     12         26         10         21.5       10
   61-62       40       12         26         10         21.5       10
   63          38.5     12         26         10         21.5       10
   64          37       12         26         10         21.5       10
   65          37       12         24         10         20         10
   66-68       35.5     12         24         10         20         10
   69-70       34       12         24         10         20         10
</TABLE>

                                          Issue
                                         Age of   First Year  First Renewal
                                          Rider   Commission   Commission
                                          -----   ----------   ----------
CHILD TERM LIFE INSURANCE BENEFIT:       All Ages     45%         14%


         Renewal Commission rates for Renewable and Convertible Term
         Insurance Riders with Initial Face Amount Less Than $500,000 and
         Child Term Life Insurance Benefit issued with the basic contract:

         2ND AND 3RD RENEWAL COMM.:    One-half of the 1st Renewal
                                       Commission rate.
         4TH RENEWAL COMMISSION:  5%

         5TH, 6TH AND 7TH RENEWAL COMMISSIONS:  2%

         ADDITIONAL PREMIUM OPTION (PUA RIDER)


         The commission is a service commission equal to 3% of all premium
         paid and credited by the Society whenever paid and credited.


      B. Riders added after issue of the basic contract.

         RENEWABLE AND CONVERTIBLE TERM INSURANCE RIDER:  BASIC AND SPOUSE

<TABLE>
                                 Commission Rates
             Commission Rates    for Initial Face       Commission Rates
             for Initial Face       Amount More         for Initial Face
             Amount Less Than    Than $499,999 and        Amount More
                 $500,000       Less Than $1,000,000     Than $999,999
            ================   ======================   ==================

            First      First     First     1st - 7th    First     1st - 7th
  Issue      Year     Renewal     Year      Renewal      Year      Renewal
   Age   Commission Commission Commission Commissions Commission Commissions
- ---------- --------- ---------- ---------- ---------- ---------- -----------
  <S>    <C>        <C>        <C>        <C>         <C>        <C>
   16-53    41.5  %      8  %     27.5  %      9  %     22.5  %      9  %
   54       40           8        27.5         9        22.5         9
   55-58    40           8        25.5         9        21           9
   59       38           8        25.5         9        21           9
   60       38           8        23.5         9        19           9
   61-62    36.5         8        23.5         9        19           9
   63       34.5         8        23.5         9        19           9
   64       33           8        23.5         9        19           9
   65       33           8        21.5         9        17.5         9
   66-68    31.5         8        21.5         9        17.5         9
   69-70    30           8        21.5         9        17.5         9
</TABLE>

                                          Issue
                                         Age of   First Year  First Renewal
                                          Rider   Commission   Commission
                                          -----   ----------   ----------
         CHILD TERM LIFE
         INSURANCE BENEFIT:              All Ages     45%         14%


         Renewal Commission rates for Renewable and Convertible Term
         Insurance Riders with Initial Face Amount less than $500,000, Child
         Term Life Insurance Benefit added after the basic contract:

         2ND AND 3RD RENEWAL COMM.:    One-half of the 1st Renewal
                                       Commission rate.

         4TH RENEWAL COMMISSION:  4% except Child Rider.  Child Rider = 5%

         5TH, 6TH AND 7TH RENEWAL COMMISSIONS:  2%

         ADDITIONAL PREMIUM OPTION (PUA RIDER):


         The commission is a service commission equal to 3% of the premium
         paid to and credited by the Society whenever paid and credited.



IV.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE - SERIES I


      A. First Year Commission


             Issue Age        Commission Rate
             ---------        ---------------
                0-63               50  %
               64-68               47.5
               69-70               45
               71-72               42.5
                 73                40
               74-75               37.5


         First Year Commission is a percentage of all premium paid and
         credited in the first contract year up to but not exceeding the
         amount required to pay the annual cost of insurance, the cost of
         any supplemental benefits and riders issued with the basic contract
         and first year loads.  Premium paid and credited includes amounts
         paid for supplemental benefits and riders issued with the basic
         contract.


      B. Service Commission

         5% of all premium paid and credited whenever paid and credited.


      C. Special Renewal Commission

         This Commission is payable only upon termination of this Agreement
         on or after the Qualified Early Retirement Date or upon termination
         of this Agreement due to death as specified in the District
         Representative Agreement.


             Issue Age      Commission Per $1,000*
             ---------      ----------------------
                 0-25              $.12
                26-50               .24
                51-75               .36


       * One-twelfth of the Special Renewal Commission is paid monthly on
         the portion of the initial face amount remaining in force each
         month during the first four renewal years.


<PAGE>
                         SCHEDULE OF COMMISSION RATES
                                   EXHIBIT I


     IV.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE - SERIES ICONTINUED

        D. Increase Commission per $1,000* of increase in face amount

<TABLE>
  Attained    Male          Female   Attained     Male          Female
    Age   Std.    Nsmkr. Std.   Nsmkr.  Age   Std.    Nsmkr.  Std.   Nsmkr.
===========================================================================
  <S>     <C>    <C>     <C>   <C>     <C>   <C>     <C>     <C>     <C>
     0    1.68           1.56          38    2.88    2.52    2.28    2.04
     1    1.44   1.32                  39    3.12    2.76    2.52    2.16
     2    1.20   1.20                  40    3.36    2.88    2.64    2.28
     3    1.08   1.08                  41    3.60    3.00    2.88    2.40
     4     .96    .96                  42    3.96    3.24    3.12    2.64
     5     .84    .84                  43    4.32    3.48    3.36    2.76
     6     .72    .72                  44    4.80    3.72    3.60    3.00
     7     .72    .72                  45    5.16    3.96    3.84    3.24
     8     .72    .72                  46    5.64    4.32    4.20    3.48
     9     .72    .72                  47    6.12    4.68    4.44    3.84
    10     .72    .72                  48    6.60    5.16    4.80    4.08
    11     .84    .72                  49    7.08    5.64    5.16    4.44
    12     .96    .84                  50    7.56    6.00    5.52    4.68
    13    1.08    .84                  51    8.04    6.36    5.88    4.92
    14    1.20    .84                  52    8.40    6.72    6.12    5.16
    15    1.32    .96                  53    8.88    7.08    6.48    5.40
    16    1.44   1.08                  54    9.36    7.56    6.72    5.76
    17    1.44   1.08                  55    9.84    7.92    7.08    6.00
    18    1.44   1.20                  56   10.32    8.40    7.44    6.36
    19    1.56   1.32                  57   10.92    8.76    7.80    6.60
    20    1.56   1.44   1.32   1.08    58   11.52    9.24    8.28    6.96
    21    1.56   1.44   1.32   1.20    59   12.12    9.84    8.64    7.32
    22    1.56   1.44   1.32   1.20    60   12.72   10.32    9.12    7.80
    23    1.68   1.56   1.32   1.32    61   13.32   10.92    9.72    8.40
    24    1.68   1.56   1.32   1.32    62   13.92   11.40   10.32    9.00
    25    1.68   1.56   1.32   1.32    63   14.52   12.12   11.04    9.72
    26    1.68   1.56   1.32   1.32    64   15.12   12.72   11.76   10.44
    27    1.80   1.68   1.44   1.32    65   15.84   13.44   12.48   11.16
    28    1.92   1.80   1.56   1.44    66   16.68   14.40   13.20   12.00
    29    1.92   1.80   1.56   1.44    67   17.52   15.36   14.04   12.72
    30    2.04   1.80   1.56   1.44    68   18.48   16.32   14.76   13.56
    31    2.16   1.92   1.68   1.56    69   19.20   17.28   15.36   14.28
    32    2.16   1.92   1.68   1.56    70   19.68   17.88   15.84   14.76
    33    2.16   1.92   1.68   1.56    71   19.44   17.76   15.60   14.64
    34    2.28   2.04   1.80   1.68    72   19.32   17.64   15.48   14.64
    35    2.40   2.16   1.92   1.80    73   19.08   17.64   15.36   14.64
    36    2.52   2.28   2.04   1.90    74   18.84   17.64   15.24   14.64
    37    2.76   2.40   2.16   1.92    75   18.72   17.52   15.12   14.52

Age used is attained age of the insured on the effective date of the 
increase in face amount of contract or attained age of spouse on the 
effective date of the increase in the Spouse Insurance Benefit rider.  Std. 
includes contracts and riders with increased face amounts having premium 
class "Standard" or "Special"; Nsmkr. includes contracts and riders with 
increased face amounts having premium class "Nonsmoker" or Nonsmoker 
Special".
</TABLE>

<PAGE>
                         SCHEDULE OF COMMISSION RATES
                                  EXHIBIT I

        IV.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE - SERIES I

E. Cost of Living Increase Commission per $1,000* of increase in face amount

<TABLE>
Attained      Male         Female    Attained     Male          Female
   Age     Std.  Nsmkr.  Std.  Nsmkr.  Age    Std.    Nsmkr.  Std.   Nsmkr.
===========================================================================
<S>        <C>   <C>     <C>   <C>     <C>   <C>     <C>     <C>     <C>
     1     .48           .36           36     .84     .72     .60     .60
     2     .36           .36           37     .96     .84     .72     .60
     3     .36           .36           38     .96     .84     .72     .60
     4     .24           .24           39    1.08     .96     .84     .72
     5     .24           .24           40    1.08     .96     .84     .72
     6     .24           .24           41    1.20     .96     .96     .72
     7     .24           .24           42    1.32    1.08     .96     .84
     8     .24           .24           43    1.44    1.20    1.08     .96
     9     .24           .24           44    1.56    1.20    1.20     .96
    10     .24           .24           45    1.68    1.32    1.32    1.08
    11     .24           .24           46    1.80    1.44    1.44    1.20
    12     .36           .24           47    1.92    1.56    1.56    1.32
    13     .36           .36           48    2.04    1.68    1.56    1.32
    14     .48           .36           49    2.28    1.92    1.68    1.44
    15     .48           .36           50    2.52    2.04    1.80    1.56
    16     .48           .36           51    2.76    2.16    1.92    1.68
    17     .48           .36           52    2.88    2.28    2.04    1.80
    18     .48           .48           53    3.00    2.40    2.16    1.80
    19     .48           .48           54    3.12    2.52    2.28    1.92
    20     .48    .48    .48    .36    55    3.24    2.64    2.40    2.04
    21     .48    .48    .48    .36    56    3.48    2.76    2.52    2.16
    22     .48    .48    .48    .36    57    3.60    3.00    2.64    2.28
    23     .60    .48    .48    .48    58    3.84    3.24    2.76    2.40
    24     .60    .48    .48    .48    59    4.08    3.36    2.88    2.52
    25     .60    .48    .48    .48    60    4.20    3.48    3.00    2.64
    26     .60    .48    .48    .48    61    4.32    3.60    3.12    2.76
    27     .72    .60    .48    .48    62    4.32    3.60    3.24    2.76
    28     .72    .60    .48    .48    63    4.32    3.60    3.24    2.88
    29     .72    .60    .48    .48    64    4.32    3.60    3.36    3.00
    30     .72    .60    .48    .48    65    4.32    3.60    3.36    3.00
    31     .72    .60    .48    .48    66    4.32    3.72    3.36    3.12
    32     .72    .60    .48    .48    67    4.44    3.72    3.48    3.12
    33     .84    .72    .60    .60    68    4.44    3.72    3.48    3.12
    34     .84    .72    .60    .60    69    4.20    3.60    3.36    3.00
    35     .84    .72    .60    .60    70    3.96    3.60    3.12    3.00

*    One-twelfth of Cost of Living Increase Commission on the portion of the
     increase remaining in force each month after the effective date of the
     increase is paid monthly for one year after the effective date of the
     increase.  Age used is attained age of the insured on the effective
     date of the increase in face amount.  Std. includes increased face
     amounts with premium class "Standard" or "Special"; Nsmkr. includes
     increased face amounts with premium class "Nonsmoker" or "Nonsmoker
     Special".
</TABLE>

<PAGE>
                          SCHEDULE OF COMMISSION RATES
                                    EXHIBIT I


         IV.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE - SERIES I

                     F. Riders Issued After Basic Contract

        Spouse Insurance Benefit Commission per $1,000* of face amount

<TABLE>
  Issue     Male          Female      Issue     Male           Female
   Age   Std.  Nsmkr.   Std.   Nsmkr.  Age   Std.   Nsmkr.   Std.   Nsmkr.
===========================================================================
  <S>    <C>   <C>      <C>    <C>     <C>  <C>     <C>     <C>     <C>
   18    2.16           1.80           47    9.00    7.08    6.72    5.64
   19    2.28           1.80           48    9.84    7.80    7.20    6.12
   20    2.28   2.16    1.92   1.68    49   10.56    8.40    7.80    6.60
   21    2.28   2.16    1.92   1.80    50   11.28    9.00    8.28    7.08
   22    2.40   2.16    2.04   1.80    51   12.00    9.60    8.76    7.44
   23    2.40   2.16    2.04   1.80    52   12.60   10.08    9.12    7.80
   24    2.52   2.28    2.04   1.92    53   13.32   10.68    9.60    8.16
   25    2.52   2.28    2.04   1.92    54   14.04   11.28   10.08    8.64
   26    2.64   2.40    2.04   1.92    55   14.76   11.88   10.56    9.00
   27    2.64   2.40    2.16   2.04    56   15.60   12.48   11.04    9.48
   28    2.76   2.52    2.16   2.04    57   16.32   13.20   11.64    9.84
   29    2.88   2.52    2.16   2.04    58   17.28   13.92   12.24   10.32
   30    3.00   2.64    2.28   2.16    59   18.12   14.64   12.84   10.92
   31    3.12   2.76    2.40   2.28    60   19.08   15.48   13.68   11.64
   32    3.24   2.88    2.52   2.28    61   20.04   16.44   14.64   12.60
   33    3.36   3.00    2.64   2.40    62   21.12   17.40   15.72   13.68
   34    3.48   3.12    2.76   2.52    63   22.20   18.36   16.92   14.88
   35    3.60   3.2     2.88   2.64    64   23.28   19.56   18.12   16.08
   36    3.84   3.36    3.00   2.76    65   24.48   20.76   19.32   17.28
   37    4.08   3.60    3.24   2.88    66   25.80   22.20   20.52   18.60
   38    4.32   3.84    3.48   3.12    67   27.36   23.88   21.84   19.92
   39    4.68   4.08    3.72   3.24    68   28.80   25.56   23.16   21.24
   40    5.04   4.32    3.96   3.48    69   30.24   27.12   24.36   22.56
   41    5.52   4.56    4.32   3.72    70   31.44   28.56   25.32   23.64
   42    6.00   4.92    4.56   3.96    71   32.52   29.88   26.28   24.72
   43    6.48   5.16    4.92   4.20    72   33.48   30.96   27.00   25.56
   44    7.08   5.52    5.40   4.44    73   34.20   31.92   27.60   26.28
   45    7.68   6.00    5.76   4.80    74   34.56   32.40   27.96   26.76
   46    8.40   6.48    6.24   5.16    75   34.68   32.64   28.08   27.00

*    One-twelfth of the commission on the portion of the face amount of the
     rider remaining in force each month is paid monthly for one year after
     the effective date of the rider.  Age used is issue age of the spouse.
     Std. includes riders issued with premium class "Standard" or
     "Special"; Nsmkr. includes riders issued with premium class "Nonsmoker"
     or "Nonsmoker Special".

           Child Insurance Benefit Commission per $1,000 of face amount
 Commission is $2.76 per $1,000.  One-twelfth of the commission is paid 
monthly.

</TABLE>

<PAGE>



                         SCHEDULE OF COMMISSION RATES
                                   EXHIBIT I


V.    FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE  --  SERIES II


      A. First Year Commission


         First Year Commission is a percentage of all premiums paid and
         credited in the first contract year up to but not exceeding the
         Target Premium.  (Target Premiums are illustrated in Exhibit IA).


                Issue Age                    Commission Rate
                ---------                    ---------------
                   0-53                            52%
                  54-58                            50
                  59-60                            48
                  61-62                            46
                   63                              44
                   64                              43
                   65                              42
                  66-67                            41
                   68                              40
                  69-70                            38
                   71                              36
                   72                              34
                   73                              32
                   74                              30
                   75                              28


      B. Service Commission


         3% of all premium paid and credited whenever paid and credited.



<PAGE>
<TABLE>
                           SCHEDULE OF COMMISSION RATES
                                    EXHIBIT I
       V.    FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE  --  SERIES II
    C. Renewal Commission per $1,000* of face amount (initial or increase)
      1. Basic Contract - Highest Total Face Amount** Less Than $250,000

             Male          Female                Male          Female
   Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.  Nsmkr.  Smkr.   Nsmkr.
===========================================================================
   <S>   <C>    <C>     <C>    <C>     <C>   <C>     <C>     <C>     <C>
    0    0.12           0.12           38    0.36    0.36    0.36    0.24
    1    0.12           0.12           39    0.36    0.36    0.36    0.24
    2    0.12           0.12           40    0.48    0.36    0.36    0.24
    3    0.12           0.12           41    0.48    0.36    0.36    0.36
    4    0.12           0.12           42    0.48    0.36    0.36    0.36
    5    0.12           0.12           43    0.60    0.48    0.48    0.36
    6    0.12           0.12           44    0.60    0.48    0.48    0.36
    7    0.12           0.12           45    0.60    0.48    0.48    0.36
    8    0.12           0.12           46    0.72    0.48    0.48    0.36
    9    0.12           0.12           47    0.72    0.48    0.60    0.48
   10    0.12           0.12           48    0.84    0.60    0.6     0.48
   11    0.12           0.12           49    0.84    0.60    0.60    0.48
   12    0.12           0.12           50    0.84    0.60    0.60    0.48
   13    0.12           0.12           51    0.96    0.72    0.72    0.60
   14    0.12           0.12           52    0.96    0.72    0.72    0.60
   15    0.12           0.12           53    1.08    0.84    0.84    0.60
   16    0.12           0.12           54    1.20    0.84    0.84    0.72
   17    0.12           0.12           55    1.20    0.96    0.84    0.72
   18    0.12           0.12           56    1.32    0.96    0.96    0.72
   19    0.12           0.12           57    1.44    1.08    0.96    0.84
   20    0.12    0.12   0.12   0.12    58    1.44    1.08    1.08    0.84
   21    0.24    0.12   0.12   0.12    59    1.56    1.20    1.08    0.96
   22    0.24    0.12   0.12   0.12    60    1.68    1.32    1.20    0.96
   23    0.24    0.12   0.12   0.12    61    1.80    1.32    1.32    1.08
   24    0.24    0.24   0.12   0.12    62    1.80    1.44    1.44    1.20
   25    0.24    0.24   0.12   0.12    63    1.92    1.56    1.44    1.32
   26    0.24    0.24   0.12   0.12    64    2.04    1.68    1.56    1.32
   27    0.24    0.24   0.12   0.12    65    2.16    1.80    1.68    1.44
   28    0.24    0.24   0.24   0.12    66    2.28    1.92    1.80    1.56
   29    0.24    0.24   0.24   0.12    67    2.40    2.04    1.80    1.68
   30    0.24    0.24   0.24   0.12    68    2.52    2.16    1.92    1.80
   31    0.24    0.24   0.24   0.24    69    2.64    2.28    2.04    1.80
   32    0.24    0.24   0.24   0.24    70    2.76    2.40    2.16    1.92
   33    0.24    0.24   0.24   0.24    71    2.88    2.64    2.28    2.04
   34    0.24    0.24   0.24   0.24    72    3.12    2.76    2.40    2.16
   35    0.36    0.24   0.24   0.24    73    3.24    3.00    2.52    2.28
   36    0.36    0.24   0.24   0.24    74    3.48    3.12    2.64    2.40
   37    0.36    0.24   0.24   0.24    75    3.60    3.24    2.76    2.64

*  One-twelfth of the Renewal Commission on the portion of the initial face
   amount or increase in face amount remaining in force each month is paid
   monthly during the first four renewal years after issue or requested
   increase.  Age used is issue age of contract or, for increases in face
   amount, attained age of the insured on the effective date of the
   increase.  Smkr. includes contracts with face amounts/increased face
   amounts having premium class "Smoker" or "Smoker Special"; Nsmkr.
   includes contracts with face amounts/increased face amounts having
   premium class "Nonsmoker" or "Nonsmoker Special".
** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the total Face Amount after a requested increase.
</TABLE>




<PAGE>
                       SCHEDULE OF COMMISSION RATES
                                 EXHIBIT I


     V.    FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE  --  SERIES II

   C. Renewal Commission per $1,000* of face amount (initial or increase)

   2. Basic Contract - Highest Total Face Amount** More Than $249,999

<TABLE>
            Male          Female                 Male          Female
   Age   Smkr.  Nsmkr.  Smkr. Nsmkr.   Age   Smkr.   Nsmkr   Smkr.  Nsmkr.
===========================================================================
   <S>   <C>    <C>     <C>   <C>      <C>   <C>     <C>     <C>     <C>
   16    0.12           0.12           46    0.48    0.36    0.36    0.36
   17    0.12           0.12           47    0.60    0.36    0.36    0.36
   18    0.12           0.12           48    0.60    0.48    0.48    0.36
   19    0.12           0.12           49    0.60    0.48    0.48    0.36
   20    0.12   0.12    0.12   0.12    50    0.72    0.48    0.48    0.36
   21    0.12   0.12    0.12   0.12    51    0.72    0.48    0.48    0.36
   22    0.12   0.12    0.12   0.12    52    0.84    0.60    0.60    0.48
   23    0.12   0.12    0.12   0.12    53    0.84    0.60    0.60    0.48
   24    0.12   0.12    0.12   0.12    54    0.84    0.60    0.60    0.48
   25    0.12   0.12    0.12   0.12    55    0.96    0.72    0.72    0.60
   26    0.12   0.12    0.12   0.12    56    0.96    0.72    0.72    0.60
   27    0.12   0.12    0.12   0.12    57    1.08    0.84    0.72    0.60
   28    0.24   0.12    0.12   0.12    58    1.20    0.84    0.84    0.72
   29    0.24   0.12    0.12   0.12    59    1.20    0.96    0.84    0.72
   30    0.24   0.12    0.12   0.12    60    1.32    0.96    0.96    0.72
   31    0.24   0.12    0.12   0.12    61    1.32    1.08    0.96    0.84
   32    0.24   0.24    0.12   0.12    62    1.44    1.08    1.08    0.96
   33    0.24   0.24    0.12   0.12    63    1.56    1.20    1.20    0.96
   34    0.24   0.24    0.12   0.12    64    1.56    1.32    1.20    1.08
   35    0.24   0.24    0.24   0.12    65    1.68    1.32    1.32    1.08
   36    0.24   0.24    0.24   0.12    66    1.80    1.44    1.32    1.20
   37    0.24   0.24    0.24   0.24    67    1.80    1.56    1.44    1.32
   38    0.24   0.24    0.24   0.24    68    1.92    1.68    1.56    1.32
   39    0.36   0.24    0.24   0.24    69    2.04    1.80    1.56    1.44
   40    0.36   0.24    0.24   0.24    70    2.16    1.80    1.68    1.44
   41    0.36   0.24    0.24   0.24    71    2.28    2.04    1.80    1.56
   42    0.36   0.36    0.36   0.24    72    2.40    2.16    1.80    1.68
   43    0.48   0.36    0.36   0.24    73    2.52    2.28    1.92    1.80
   44    0.48   0.36    0.36   0.24    74    2.64    2.40    2.04    1.92
   45    0.48   0.36    0.36   0.24    75    2.76    2.52    2.16    2.04

*    One-twelfth of the Renewal Commission on the portion of the initial
     face amount or increase in face amount remaining in force each month is
     paid monthly during the first four renewal years after issue or
     requested increase.  Age used is issue age of contract or, for
     increases in face amount, attained age of the insured on the effective
     date of the increase.  Smkr. includes contracts with face
     amounts/increased face amounts having premium class "Smoker" or
     "Smoker Special"; Nsmkr. includes contracts with face amounts/increased
     face amounts having premium class "Nonsmoker" or "Nonsmoker Special".

**   The Highest Total Face Amount is the greater of  1) the Initial Face
     Amount or  2) the total Face Amount after a requested increase.
</TABLE>



<PAGE>
                     SCHEDULE OF COMMISSION RATES
                              EXHIBIT I


      V.    FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE  --  SERIES II

   C. Renewal Commission per $1,000* of face amount (initial or increase)

                     3. Spouse Insurance Benefit

<TABLE>
             Male          Female               Male            Female
   Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.  Nsmkr.   Smkr.   Nsmkr.
============================================================================
   <S>   <C>    <C>     <C>    <C>     <C>   <C>     <C>     <C>     <C>
   16    0.12           0.00           46    0.24    0.12    0.12    0.12
   17    0.12           0.00           47    0.24    0.12    0.24    0.12
   18    0.12           0.00           48    0.36    0.12    0.24    0.12
   19    0.12           0.00           49    0.36    0.12    0.24    0.12
   20    0.12   0.12    0.00   0.00    50    0.36    0.24    0.24    0.12
   21    0.12   0.12    0.00   0.00    51    0.36    0.24    0.24    0.12
   22    0.12   0.12    0.00   0.00    52    0.48    0.24    0.24    0.24
   23    0.12   0.12    0.00   0.00    53    0.48    0.24    0.36    0.24
   24    0.12   0.12    0.12   0.00    54    0.48    0.24    0.36    0.24
   25    0.12   0.12    0.12   0.00    55    0.60    0.36    0.36    0.24
   26    0.12   0.12    0.12   0.00    56    0.60    0.36    0.36    0.24
   27    0.12   0.12    0.12   0.00    57    0.72    0.36    0.36    0.24
   28    0.12   0.12    0.12   0.00    58    0.72    0.48    0.36    0.24
   29    0.12   0.12    0.12   0.00    59    0.84    0.48    0.48    0.24
   30    0.12   0.12    0.12   0.00    60    0.84    0.48    0.48    0.36
   31    0.12   0.12    0.12   0.00    61    0.96    0.60    0.48    0.36
   32    0.12   0.12    0.12   0.00    62    0.96    0.60    0.60    0.36
   33    0.12   0.12    0.12   0.12    63    1.08    0.72    0.60    0.48
   34    0.12   0.12    0.12   0.12    64    1.08    0.72    0.60    0.48
   35    0.12   0.12    0.12   0.12    65    1.20    0.84    0.72    0.48
   36    0.12   0.12    0.12   0.12    66    1.32    0.96    0.72    0.60
   37    0.12   0.12    0.12   0.12    67    1.44    1.08    0.84    0.60
   38    0.12   0.12    0.12   0.12    68    1.56    1.08    0.84    0.72
   39    0.12   0.12    0.12   0.12    69    1.68    1.20    0.96    0.72
   40    0.12   0.12    0.12   0.12    70    1.80    1.32    0.96    0.84
   41    0.12   0.12    0.12   0.12    71    1.92    1.56    1.08    0.96
   42    0.24   0.12    0.12   0.12    72    2.04    1.68    1.20    0.96
   43    0.24   0.12    0.12   0.12    73    2.28    1.80    1.32    1.08
   44    0.24   0.12    0.12   0.12    74    2.40    2.04    1.32    1.20
   45    0.24   0.12    0.12   0.12    75    2.64    2.16    1.44    1.20

*    One-twelfth of the Renewal Commission on the portion of the initial
     rider face amount or increase in rider face amount remaining in force
     each month is paid monthly during the first four renewal years after
     issue of the rider or increase of the rider.  Age used is issue age of
     spouse or, for increases in face amount, attained age of the spouse on
     the effective date of the increase.  Smkr. includes riders with face
     amounts/increased face amounts having premium class "Smoker" or
     "Smoker Special"; Nsmkr. includes riders with face amounts/increased
     face amounts having premium class "Nonsmoker" or Nonsmoker Special".


</TABLE>


<PAGE>
                         SCHEDULE OF COMMISSION RATES
                                  EXHIBIT I

       V.    FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE  --  SERIES II

        D. Increase Commission per $1,000* of increase in face amount
     1. Basic Contract - Highest Total Face Amount** Less Than $250,000

<TABLE>
Attained     Male          Female    Attained    Male           Female
   Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.  Nsmkr.   Smkr.   Nsmkr.
============================================================================
   <S>   <C>    <C>     <C>    <C>     <C>   <C>    <C>      <C>     <C>
    0    1.56           1.56           38    5.04    4.08    3.96    3.48
    1    1.56           1.56           39    5.28    4.20    4.20    3.72
    2    1.56           1.56           40    5.64    4.44    4.44    3.84
    3    1.56           1.56           41    6.12    4.80    4.80    4.08
    4    1.56           1.56           42    6.72    5.16    5.16    4.32
    5    1.56           1.56           43    7.20    5.52    5.52    4.44
    6    1.56           1.56           44    7.68    5.76    5.76    4.80
    7    1.56           1.56           45    8.28    6.12    6.12    4.92
    8    1.56           1.56           46    8.88    6.60    6.60    5.28
    9    1.56           1.56           47    9.60    6.96    7.08    5.52
   10    1.56           1.56           48   10.20    7.44    7.44    5.88
   11    1.68           1.56           49   10.80    7.92    7.92    6.24
   12    1.68           1.56           50   11.52    8.40    8.28    6.60
   13    1.68           1.68           51   12.36    9.00    8.88    7.08
   14    1.80           1.68           52   13.20    9.72    9.60    7.56
   15    1.80           1.68           53   14.16   10.32   10.20    8.16
   16    1.92           1.68           54   14.52   10.68   10.44    8.28
   17    2.04           1.68           55   15.36   11.28   11.04    8.76
   18    2.16           1.68           56   16.44   12.24   11.76    9.48
   19    2.16           1.80           57   17.52   13.20   12.60   10.20
   20    2.28   2.04    1.80    1.56   58   18.60   14.04   13.44   10.92
   21    2.40   2.16    1.80    1.68   59   18.84   14.40   13.68   11.04
   22    2.52   2.16    1.92    1.80   60   19.92   15.24   14.40   11.76
   23    2.52   2.28    2.04    1.80   61   20.16   15.72   14.88   12.36
   24    2.64   2.40    2.16    1.92   62   21.36   16.80   15.96   13.44
   25    2.76   2.40    2.16    2.04   63   21.48   17.16   16.32   13.92
   26    2.88   2.52    2.28    2.04   64   22.08   17.76   16.92   14.52
   27    3.00   2.64    2.28    2.16   65   22.56   18.36   17.52   15.24
   28    3.00   2.64    2.40    2.16   66   23.28   19.32   18.00   15.84
   29    3.24   2.76    2.52    2.28   67   24.48   20.76   18.96   16.92
   30    3.36   2.88    2.52    2.28   68   25.20   21.60   19.44   17.52
   31    3.48   3.00    2.64    2.40   69   25.08   21.72   19.44   17.52
   32    3.60   3.00    2.76    2.52   70   26.28   23.04   20.28   18.48
   33    3.72   3.24    2.88    2.64   71   26.40   23.40   20.28   18.72
   34    3.84   3.24    3.00    2.64   72   26.28   23.64   20.16   18.72
   35    3.96   3.36    3.12    2.76   73   26.16   23.52   20.04   18.60
   36    4.32   3.60    3.36    3.00   74   25.80   23.40   19.68   18.48
   37    4.56   3.84    3.60    3.24   75   25.20   23.04   19.20   18.12

Age used is attained age of the insured on the effective date of the 
requested increase in face amount.  Smkr. includes increased face amounts 
with premium class "Smoker" or "Smoker Special"; Nsmkr. includes increased 
face amounts with premium class "Nonsmoker" or "Nonsmoker Special".

**   The Highest Total Face Amount is the greater of  1) the Initial Face
     Amount or  2) the total Face Amount after a requested increase.
</TABLE>



<PAGE>
                    SCHEDULE OF COMMISSION RATES
                             EXHIBIT I


   V.    FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE  --  SERIES II

      D. Increase Commission per $1,000* of increase in face amount

    2. Basic Contract - Highest Total Face Amount** More Than $249,999

<TABLE>
Attained     Male          Female   Attained     Male           Female
   Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.  Nsmkr.   Smkr.   Nsmkr.
============================================================================
   <S>   <C>    <C>     <C>    <C>     <C>  <C>     <C>     <C>     <C>
   16    1.44           1.20           46    6.84    5.04    5.16    4.08
   17    1.56           1.32           47    7.32    5.40    5.40    4.32
   18    1.68           1.32           48    7.92    5.76    5.76    4.56
   19    1.68           1.32           49    8.40    6.12    6.00    4.80
   20    1.80   1.68    1.32   1.20    50    8.88    6.48    6.48    5.04
   21    1.92   1.68    1.44   1.20    51    9.60    6.96    6.84    5.40
   22    1.92   1.68    1.44   1.32    52   10.20    7.44    7.32    5.88
   23    2.04   1.80    1.56   1.44    53   10.92    8.04    7.92    6.24
   24    2.16   1.92    1.68   1.44    54   11.16    8.28    8.04    6.48
   25    2.16   1.92    1.68   1.56    55   11.88    8.76    8.52    6.84
   26    2.28   1.92    1.80   1.68    56   12.72    9.48    9.12    7.32
   27    2.28   2.04    1.80   1.68    57   13.56   10.20    9.72    7.92
   28    2.40   2.16    1.92   1.68    58   14.40   10.92   10.32    8.40
   29    2.52   2.16    1.92   1.80    59   14.62   11.16   10.56    8.52
   30    2.52   2.28    2.04   1.80    60   15.36   11.76   11.16    9.12
   31    2.64   2.28    2.16   1.92    61   15.60   12.12   11.52    9.60
   32    2.76   2.40    2.16   1.92    62   16.44   13.08   12.36   10.32
   33    2.88   2.52    2.28   2.04    63   16.68   13.32   12.60   10.80
   34    3.00   2.52    2.28   2.16    64   16.92   13.68   12.96   11.16
   35    3.12   2.64    2.40   2.16    65   17.40   14.28   13.56   11.76
   36    3.36   2.76    2.64   2.28    66   17.88   14.88   13.92   12.24
   37    3.60   2.88    2.76   2.52    67   18.84   15.96   14.64   13.08
   38    3.84   3.12    3.00   2.64    68   19.56   16.68   15.12   13.56
   39    4.08   3.36    3.24   2.88    69   19.08   16.68   14.88   13.44
   40    4.32   3.48    3.48   3.00    70   20.04   17.64   15.48   14.16
   41    4.80   3.72    3.72   3.12    71   20.52   18.24   15.84   14.52
   42    5.16   3.96    3.96   3.36    72   20.16   18.00   15.48   14.28
   43    5.52   4.20    4.20   3.48    73   20.04   18.12   15.36   14.28
   44    6.00   4.44    4.44   3.72    74   19.80   18.00   15.12   14.16
   45    6.36   4.80    4.80   3.84    75   19.32   17.76   14.76   13.92


Age used is attained age of the insured on the effective date of the 
requested increase in face amount.  Smkr. includes increased face amounts 
with premium class "Smoker" or "Smoker Special"; Nsmkr. includes increased 
face amounts with premium class "Nonsmoker" or "Nonsmoker Special".


**   The Highest Total Face Amount is the greater of  1) the Initial Face
     Amount or  2) the total Face Amount after a requested increase.

</TABLE>

<PAGE>
                          SCHEDULE OF COMMISSION RATES
                                    EXHIBIT I


      V.    FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE  --  SERIES II

E. Cost of Living Increase Commission per $1,000* of increase in face amount

          1. Highest Total Face Amount** Less Than $250,000 (Band 1)

<TABLE>
Attained     Male         Female    Attained     Male           Female
   Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
============================================================================
<S>      <C>    <C>     <C>    <C>     <C>   <C>     <C>     <C>     <C>
    0    0.48           0.48           33    1.08    0.96    0.84    0.72
    1    0.48           0.48           34    1.08    0.96    0.84    0.72
    2    0.48           0.48           35    1.20    0.96    0.84    0.84
    3    0.48           0.48           36    1.20    1.08    0.96    0.84
    4    0.48           0.48           37    1.32    1.08    1.08    0.96
    5    0.48           0.48           38    1.44    1.20    1.08    0.96
    6    0.48           0.48           39    1.56    1.20    1.20    1.08
    7    0.48           0.48           40    1.56    1.32    1.32    1.08
    8    0.48           0.48           41    1.80    1.44    1.44    1.20
    9    0.48           0.48           42    1.92    1.44    1.44    1.20
   10    0.48           0.48           43    2.04    1.56    1.56    1.32
   11    0.48           0.48           44    2.28    1.68    1.68    1.32
   12    0.48           0.48           45    2.40    1.80    1.80    1.44
   13    0.48           0.48           46    2.52    1.92    1.92    1.56
   14    0.48           0.48           47    2.76    2.04    2.04    1.56
   15    0.48           0.48           48    2.88    2.16    2.16    1.68
   16    0.60           0.48           49    3.12    2.28    2.28    1.80
   17    0.60           0.48           50    3.36    2.40    2.40    1.92
   18    0.60           0.48           51    3.60    2.64    2.52    2.04
   19    0.60           0.48           52    3.84    2.76    2.76    2.16
   20    0.72   0.60    0.48   0.48    53    4.08    3.00    2.88    2.28
   21    0.72   0.60    0.48   0.48    54    4.20    3.12    3.00    2.40
   22    0.72   0.60    0.60   0.48    55    4.44    3.24    3.12    2.52
   23    0.72   0.72    0.60   0.48    56    4.68    3.48    3.36    2.76
   24    0.72   0.72    0.60   0.60    57    5.04    3.84    3.60    2.88
   25    0.84   0.72    0.60   0.60    58    5.40    4.08    3.84    3.12
   26    0.84   0.72    0.60   0.60    59    5.40    4.20    3.96    3.24
   27    0.84   0.72    0.72   0.60    60    5.76    4.44    4.20    3.36
   28    0.84   0.72    0.72   0.60    61    5.88    4.56    4.32    3.60
   29    0.96   0.84    0.72   0.60    62    6.12    4.80    4.56    3.84
   30    0.96   0.84    0.72   0.72    63    6.24    4.92    4.68    3.96
   31    0.96   0.84    0.72   0.72    64    6.36    5.16    4.92    4.20
   32    1.08   0.84    0.84   0.72

Age used is attained age of the insured on the effective date of the
increase in face amount.  Smkr. includes increased face amounts with premium
class "Smoker" or "Smoker Special"; Nsmkr. includes increased face amounts
with premium class "Nonsmoker" or "Nonsmoker Special.

**   The Highest Total Face Amount is the greater of  1) the Initial Face
     Amount or  2) the total Face Amount after a requested increase.

Please note:  A COLA increase alone will not trigger a change to the next
              higher band.
</TABLE>


<PAGE>
                           SCHEDULE OF COMMISSION RATES
                                    EXHIBIT I


   V.    FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE  --  SERIES II

E. Cost of Living Increase Commission per $1,000* of increase in face amount

       2. Highest Total Face Amount** More Than $249,999 (Band 2)

<TABLE>
Attained    Male          Female    Attained     Male           Female
  Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.   Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
============================================================================
<S>     <C>    <C>     <C>    <C>    <C>     <C>     <C>     <C>     <C>
   16    0.48           0.36           41    1.32    1.08    1.08    0.84
   17    0.48           0.36           42    1.44    1.20    1.20    0.96
   18    0.48           0.36           43    1.56    1.20    1.20    0.96
   19    0.48           0.36           44    1.68    1.32    1.32    1.08
   20    0.48   0.48    0.36   0.36    45    1.80    1.32    1.44    1.08
   21    0.48   0.48    0.36   0.36    46    1.92    1.44    1.44    1.20
   22    0.60   0.48    0.48   0.36    47    2.16    1.56    1.56    1.20
   23    0.60   0.48    0.48   0.36    48    2.28    1.68    1.68    1.32
   24    0.60   0.48    0.48   0.48    49    2.40    1.80    1.80    1.44
   25    0.60   0.48    0.48   0.48    50    2.52    1.92    1.80    1.44
   26    0.60   0.60    0.48   0.48    51    2.76    2.04    1.92    1.56
   27    0.72   0.60    0.48   0.48    52    3.00    2.16    2.16    1.68
   28    0.72   0.60    0.48   0.48    53    3.12    2.28    2.28    1.80
   29    0.72   0.60    0.60   0.48    54    3.24    2.40    2.28    1.80
   30    0.72   0.60    0.60   0.48    55    3.36    2.52    2.40    1.92
   31    0.72   0.72    0.60   0.48    56    3.60    2.76    2.64    2.16
   32    0.84   0.72    0.60   0.60    57    3.84    2.88    2.76    2.28
   33    0.84   0.72    0.60   0.60    58    4.08    3.12    3.00    2.40
   34    0.84   0.72    0.72   0.60    59    4.20    3.24    3.00    2.40
   35    0.84   0.72    0.72   0.60    60    4.44    3.36    3.24    2.64
   36    0.96   0.84    0.72   0.72    61    4.56    3.48    3.36    2.76
   37    1.08   0.84    0.84   0.72    62    4.80    3.72    3.60    3.00
   38    1.08   0.84    0.84   0.72    63    4.80    3.84    3.60    3.12
   39    1.20   0.96    0.96   0.84    64    4.92    3.96    3.72    3.24
   40    1.20   0.96    0.96   0.84

Age used is attained age of the insured on the effective date of the 
increase in face amount.  Smkr. includes increased face amounts with premium 
class "Smoker" or "Smoker Special"; Nsmkr. includes increased face amounts 
with premium class "Nonsmoker" or "Nonsmoker Special".

**  The Highest Total Face Amount is the greater of  1) the Initial Face
    Amount or  2) the total Face Amount after a requested increase.

Please note:  A COLA increase alone will not trigger a change to the next
              higher band.
</TABLE>


<PAGE>
                      SCHEDULE OF COMMISSION RATES
                               EXHIBIT I


     V.    FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE  --  SERIES II

              F. Riders Increased/Issued After Basic Contract

       Spouse Insurance Benefit Commission per $1,000* of face amount

<TABLE>
             Male          Female                Male           Female
   Age   Smkr.  Nsmkr.  Smkr.  Nsmkr. Age    Smkr.   Nsmkr.  Smkr.   Nsmkr.
============================================================================
   <S>   <C>    <C>     <C>    <C>    <C>    <C>     <C>     <C>     <C>
   16    0.96           0.48           46    3.36    1.92    2.28    1.44
   17    0.96           0.48           47    3.60    1.92    2.40    1.68
   18    0.96           0.48           48    3.96    2.16    2.52    1.68
   19    0.96                  0.48    49    4.32    2.16    2.64    1.80
   20    1.08   0.84    0.60   0.48    50    4.68    2.40    2.88    1.92
   21    1.08   0.84    0.60   0.48    51    5.16    2.52    3.12    2.28
   22    1.08   0.84    0.60   0.48    52    5.76    3.00    3.48    2.40
   23    1.20   0.84    0.60   0.48    53    6.36    3.36    3.96    2.64
   24    1.20   0.84    0.84   0.60    54    6.72    3.60    4.20    2.76
   25    1.20   0.84    0.84   0.60    55    7.32    3.96    4.44    3.00
   26    1.20   0.84    0.84   0.60    56    7.92    4.44    4.80    3.12
   27    1.20   0.84    0.84   0.60    57    8.52    4.92    5.04    3.24
   28    1.20   0.84    0.84   0.60    58    9.24    5.28    5.28    3.36
   29    1.32   0.96    0.84   0.60    59    9.48    5.52    5.16    3.48
   30    1.44   0.96    0.96   0.60    60   10.32    6.24    5.52    3.60
   31    1.44   0.96    0.96   0.60    61   10.68    6.72    5.88    3.84
   32    1.56   0.96    0.96   0.72    62   11.40    7.32    6.36    4.32
   33    1.56   0.96    1.08   0.84    63   11.64    7.68    6.48    4.68
   34    1.56   0.96    1.20   0.96    64   12.24    8.16    6.96    5.04
   35    1.68   1.08    1.20   0.96    65   12.84    8.76    7.32    5.40
   36    1.68   1.08    1.32   0.96    66   13.56    9.48    7.68    5.88
   37    1.80   1.08    1.44   1.08    67   14.52   10.44    8.28    6.48
   38    1.92   1.20    1.56   1.20    68   15.36   11.28    8.64    6.96
   39    2.04   1.20    1.56   1.20    69   15.72   11.76    8.88    7.20
   40    2.16   1.32    1.56   1.20    70   17.04   13.08    9.60    7.92
   41    2.28   1.32    1.68   1.20    71   17.52   13.56    9.84    8.16
   42    2.40   1.44    1.68   1.20    72   17.76   14.04    9.96    8.28
   43    2.64   1.56    1.80   1.20    73   18.00   14.52   10.08    8.52
   44    2.88   1.68    1.92   1.20    74   18.36   14.88   10.20    8.64
   45    3.12   1.68    2.04   1.32    75   18.48   15.36   10.20    8.76

Age used is issue age of the spouse or, for increases in face amount,
attained age of the spouse on the effective date of the increase.
Smkr. includes riders with face amounts/increased face amounts having
premium class "Smoker" or "Smoker Special"; Nsmkr. includes riders with
face amounts/increased face amounts having premium class "Nonsmoker" or
"Nonsmoker Special".

     Child Insurance Benefit Commission per $1,000 of face amount

                 Commission is $3.00 per $1,000.
          One-twelfth of the commission is paid monthly.

</TABLE>


<PAGE>



                           SCHEDULE OF COMMISSION RATES
                                   EXHIBIT I


VI.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE - SERIES III, IV AND
      JUVENILE-ISSUE

      A. First Year Commission

         First Year Commission is a percentage of all premium paid and
         credited in the first contract year up to but not exceeding the
         Target Premium. (Target Premiums are illustrated in Exhibit IA).


                     Issue Age                    Commission Rate
                     ---------                    ---------------
                        0-53                            52  %
                       54-58                            50
                       59-60                            48
                       61-62                            46
                        63                              44
                        64                              43
                        65                              42
                       66-67                            41
                        68                              40
                       69-70                            38
                        71                              36
                        72                              34
                        73                              32
                        74                              30
                        75                              28
                        76                              26
                        77                              24.5
                        78                              23
                        79                              21.5
                        80                              20


         For contracts issued on or after June 1, 1990, an additional First
         Year Commission is 3% of all premium paid and credited whenever
         paid and credited during the first year.


      B. Additional commission based on premium

         1. For contracts issued on or after June 1, 1990, a Renewal
            Commission based on premium is paid equal to 3% of all premium
            paid and credited whenever paid and credited in contract
            year 2 or later.

         2. For contracts issued before June 1, 1990, a Service Commission
            is paid equal to 3% of all premium paid and credited whenever
            paid and credited.



<PAGE>
                        SCHEDULE OF COMMISSION RATES
                                  EXHIBIT I

             VI.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE
                       SERIES III, IV AND JUVENILE-ISSUE

   C. Renewal Commission per $1,000* of face amount (initial or increase)

            1. Basic Contract - Highest Total Face Amount** of
                    Series III and IV Less Than $250,000
             (No limit on face amount of Juvenile-Issue contract)

<TABLE>
             Male          Female                Male           Female
   Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
============================================================================
   <S>   <C>    <C>     <C>    <C>     <C>   <C>     <C>     <C>     <C>
    0    0.12           0.12           41    0.48    0.36    0.36    0.36
    1    0.12           0.12           42    0.48    0.36    0.36    0.36
    2    0.12           0.12           43    0.60    0.48    0.48    0.36
    3    0.12           0.12           44    0.60    0.48    0.48    0.36
    4    0.12           0.12           45    0.60    0.48    0.48    0.36
    5    0.12           0.12           46    0.72    0.48    0.48    0.36
    6    0.12           0.12           47    0.72    0.48    0.60    0.48
    7    0.12           0.12           48    0.72    0.60    0.60    0.48
    8    0.12           0.12           49    0.84    0.60    0.60    0.48
    9    0.12           0.12           50    0.84    0.60    0.60    0.48
   10    0.12           0.12           51    0.96    0.72    0.72    0.60
   11    0.12           0.12           52    0.96    0.72    0.72    0.60
   12    0.12           0.12           53    1.08    0.72    0.84    0.60
   13    0.12           0.12           54    1.20    0.84    0.84    0.72
   14    0.12           0.12           55    1.20    0.84    0.84    0.72
   15    0.12           0.12           56    1.32    0.96    0.96    0.72
   16    0.12           0.12           57    1.44    0.96    0.96    0.84
   17    0.12           0.12           58    1.44    1.08    1.08    0.84
   18    0.12           0.12           59    1.56    1.20    1.08    0.96
   19    0.12           0.12           60    1.68    1.32    1.20    0.96
   20    0.12   0.12    0.12   0.12    61    1.80    1.32    2.04    1.08
   21    0.24   0.12    0.12   0.12    62    1.80    1.44    1.44    1.20
   22    0.24   0.12    0.12   0.12    63    1.92    1.56    1.44    1.32
   23    0.24   0.12    0.12   0.12    64    2.04    1.68    1.56    1.32
   24    0.24   0.24    0.12   0.12    65    2.16    1.80    1.68    1.44
   25    0.24   0.24    0.12   0.12    66    2.28    1.92    1.80    1.56
   26    0.24   0.24    0.12   0.12    67    2.40    2.04    1.80    1.68
   27    0.24   0.24    0.12   0.12    68    2.52    2.16    1.92    1.80
   28    0.24   0.24    0.24   0.12    69    2.64    2.28    2.04    1.80
   29    0.24   0.24    0.24   0.12    70    2.76    2.40    2.16    1.92
   30    0.24   0.24    0.24   0.12    71    2.88    2.64    2.28    2.04
   31    0.24   0.24    0.24   0.24    72    3.12    2.76    2.40    2.16
   32    0.24   0.24    0.24   0.24    73    3.24    3.00    2.52    2.28
   33    0.24   0.24    0.24   0.24    74    3.48    3.12    2.64    2.40
   34    0.24   0.24    0.24   0.24    75    3.60    3.24    2.76    2.64
   35    0.36   0.24    0.24   0.24    76    3.72    3.48    2.88    2.76
   36    0.36   0.24    0.24   0.24    77    3.96    3.60    3.00    2.88
   37    0.36   0.24    0.24   0.24    78    4.08    3.84    3.12    3.00
   38    0.36   0.36    0.36   0.24    79    4.32    3.96    3.24    3.12
   39    0.36   0.36    0.36   0.24    80    4.44    4.20    3.36    3.24
   40    0.48   0.36    0.36   0.24


*  One-twelfth of the Renewal Commission on the portion of the initial face
   amount or increase in face amount remaining in force each month is paid
   monthly during the first four renewal years after issue or requested
   increase.  Age used is issue age of contract or, for increases in face
   amount, attained age of the insured on the effective date of the
   increase.  Smkr. includes contracts with face amounts/increased face
   amounts having premium class "Smoker" or "Smoker Special"; Nsmkr.
   includes contracts with face amounts/increased face amounts having
   premium class "Nonsmoker" or "Nonsmoker Special".

** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the total Face Amount after a requested increase.

</TABLE>



<PAGE>
                       SCHEDULE OF COMMISSION RATES
                                  EXHIBIT I

             VI.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE
                              SERIES III AND IV

  C. Renewal Commission per $1,000* of face amount (initial or increase)

           2. Basic Contract - Highest Total Face Amount**
                               More Than $249,999 and Less Than $500,000

<TABLE>
            Male           Female                Male          Female
   Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr. Smkr.   Nsmkr.
============================================================================
   <S>   <C>    <C>     <C>    <C>     <C>   <C>     <C>    <C>     <C>
   20    0.12   0.12    0.12   0.12    51    0.72    0.48    0.48    0.36
   21    0.12   0.12    0.12   0.12    52    0.72    0.60    0.60    0.48
   22    0.12   0.12    0.12   0.12    53    0.84    0.60    0.60    0.48
   23    0.12   0.12    0.12   0.12    54    0.84    0.60    0.60    0.48
   24    0.12   0.12    0.12   0.12    55    0.96    0.72    0.72    0.60
   25    0.12   0.12    0.12   0.12    56    0.96    0.72    0.72    0.60
   26    0.12   0.12    0.12   0.12    57    1.08    0.84    0.72    0.60
   27    0.12   0.12    0.12   0.12    58    1.08    0.84    0.84    0.72
   28    0.24   0.12    0.12   0.12    59    1.20    0.96    0.84    0.72
   29    0.24   0.12    0.12   0.12    60    1.32    0.96    0.96    0.72
   30    0.24   0.12    0.12   0.12    61    1.32    1.08    0.96    0.84
   31    0.24   0.12    0.12   0.12    62    1.44    1.08    1.08    0.96
   32    0.24   0.24    0.12   0.12    63    1.56    1.20    1.20    0.96
   33    0.24   0.24    0.12   0.12    64    1.56    1.32    1.20    1.08
   34    0.24   0.24    0.12   0.12    65    1.68    1.32    1.32    1.08
   35    0.24   0.24    0.24   0.12    66    1.80    1.44    1.32    1.20
   36    0.24   0.24    0.24   0.12    67    1.80    1.56    1.44    1.32
   37    0.24   0.24    0.24   0.24    68    1.92    1.68    1.56    1.32
   38    0.24   0.24    0.24   0.24    69    2.04    1.80    1.56    1.44
   39    0.36   0.24    0.24   0.24    70    2.16    1.80    1.68    1.44
   40    0.36   0.24    0.24   0.24    71    2.28    2.04    1.80    1.56
   41    0.36   0.24    0.24   0.24    72    2.40    2.16    1.80    1.68
   42    0.36   0.36    0.36   0.24    73    2.52    2.28    1.92    1.80
   43    0.48   0.36    0.36   0.24    74    2.64    2.40    2.04    1.92
   44    0.48   0.36    0.36   0.24    75    2.76    2.52    2.16    2.04
   45    0.48   0.36    0.36   0.24    76    2.88    2.64    2.16    2.04
   46    0.48   0.36    0.36   0.36    77    3.00    2.76    2.28    2.16
   47    0.60   0.36    0.36   0.36    78    3.12    3.00    2.40    2.28
   48    0.60   0.48    0.48   0.36    79    3.24    3.12    2.52    2.40
   49    0.60   0.48    0.48   0.36    80    3.48    3.24    2.64    2.52
   50    0.72   0.48    0.48   0.36

*  One-twelfth of the Renewal Commission on the portion of the initial face
   amount or increase in face amount remaining in force each month is paid
   monthly during the first four renewal years after issue or requested
   increase.  Age used is issue age of contract or, for increases in face
   amount, attained age of the insured on the effective date of the
   increase.  Smkr. includes contracts with face amounts/increased face
   amounts having premium class "Smoker" or "Smoker Special"; Nsmkr.
   includes contracts with face amounts/increased face amounts having
   premium class "Nonsmoker" or "Nonsmoker Special".

** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the total Face Amount after a requested increase.
</TABLE>


<PAGE>
                    SCHEDULE OF COMMISSION RATES
                              EXHIBIT I


          VI.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE
                          SERIES III AND IV

C. Renewal Commission per $1,000* of face amount (initial or increase)

  3. Basic Contract - Highest Total Face Amount** More Than $499,999

<TABLE>
             Male          Female                Male           Female
   Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.  Nsmkr.   Smkr.   Nsmkr.
============================================================================
   <S>   <C>    <C>     <C>    <C>     <C>   <C>    <C>      <C>     <C>
   20    0.12   0.12    0.12   0.12    51    0.48    0.36    0.36    0.24
   21    0.12   0.12    0.12   0.12    52    0.48    0.36    0.36    0.36
   22    0.12   0.12    0.12   0.12    53    0.60    0.36    0.36    0.36
   23    0.12   0.12    0.12   0.12    54    0.60    0.48    0.48    0.36
   24    0.12   0.12    0.12   0.12    55    0.60    0.48    0.48    0.36
   25    0.12   0.12    0.12   0.12    56    0.72    0.48    0.48    0.36
   26    0.12   0.12    0.12   0.12    57    0.72    0.60    0.48    0.48
   27    0.12   0.12    0.12   0.12    58    0.84    0.60    0.60    0.48
   28    0.12   0.12    0.12   0.12    59    0.84    0.60    0.60    0.48
   29    0.12   0.12    0.12   0.12    60    0.96    0.72    0.60    0.48
   30    0.12   0.12    0.12   0.12    61    0.96    0.72    0.72    0.60
   31    0.12   0.12    0.12   0.12    62    0.96    0.84    0.72    0.60
   32    0.12   0.12    0.12   0.12    63    1.08    0.84    0.84    0.72
   33    0.12   0.12    0.12   0.12    64    1.08    0.96    0.84    0.72
   34    0.12   0.12    0.12   0.12    65    1.20    0.96    0.96    0.84
   35    0.12   0.12    0.12   0.12    66    1.20    1.08    0.96    0.84
   36    0.12   0.12    0.12   0.12    67    1.32    1.08    0.96    0.96
   37    0.24   0.12    0.12   0.12    68    1.32    1.20    1.08    0.96
   38    0.24   0.12    0.12   0.12    69    1.44    1.20    1.08    0.96
   39    0.24   0.12    0.12   0.12    70    1.56    1.32    1.20    1.08
   40    0.24   0.24    0.12   0.12    71    1.68    1.44    1.20    1.20
   41    0.24   0.24    0.24   0.12    72    1.80    1.56    1.32    1.20
   42    0.24   0.24    0.24   0.12    73    1.92    1.68    1.44    1.32
   43    0.24   0.24    0.24   0.24    74    2.04    1.80    1.56    1.44
   44    0.36   0.24    0.24   0.24    75    2.16    2.04    1.68    1.56
   45    0.36   0.24    0.24   0.24    76    2.28    2.16    1.80    1.68
   46    0.36   0.24    0.24   0.24    77    2.40    2.28    1.92    1.80
   47    0.36   0.24    0.24   0.24    78    2.64    2.40    1.92    1.92
   48    0.36   0.24    0.24   0.24    79    2.76    2.52    2.04    1.92
   49    0.48   0.36    0.36   0.24    80    2.88    2.64    2.16    2.04
   50    0.48   0.36    0.36   0.24

*  One-twelfth of the Renewal Commission on the portion of the initial face
   amount or increase in face amount remaining in force each month is paid
   monthly during the first four renewal years after issue or requested
   increase.  Age used is issue age of contract or, for increases in face
   amount, attained age of the insured on the effective date of the
   increase.  Smkr. includes contracts with face amounts/increased face
   amounts having premium class "Smoker" or "Smoker Special"; Nsmkr.
   includes contracts with face amounts/increased face amounts having
   premium class "Nonsmoker" or "Nonsmoker Special".

** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the total Face Amount after a requested increase.
</TABLE>



<PAGE>
                      SCHEDULE OF COMMISSION RATES
                                 EXHIBIT I


            VI.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE
                      SERIES III, IV AND JUVENILE-ISSUE

   C. Renewal Commission per $1,000* of face amount (initial or increase)

                         4. Spouse Insurance Benefit

<TABLE>
            Male          Female                 Male           Female
  Age   Smkr.  Nsmkr.  Smkr.   Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
============================================================================
  <S>   <C>    <C>     <C>     <C>     <C>   <C>     <C>     <C>     <C>
  16    0.00           0.00            49    0.24    0.12    0.12    0.12
  17    0.00           0.00            50    0.36    0.24    0.24    0.12
  18    0.12           0.00            51    0.36    0.24    0.24    0.12
  19    0.12           0.00            52    0.36    0.24    0.24    0.12
  20    0.12   0.00    0.00    0.00    53    0.36    0.24    0.24    0.12
  21    0.12   0.00    0.00    0.00    54    0.48    0.24    0.24    0.12
  22    0.12   0.00    0.00    0.00    55    0.48    0.24    0.24    0.12
  23    0.12   0.00    0.00    0.00    56    0.48    0.24    0.24    0.24
  24    0.12   0.00    0.00    0.00    57    0.60    0.36    0.24    0.24
  25    0.12   0.00    0.00    0.00    58    0.60    0.36    0.36    0.24
  26    0.12   0.00    0.00    0.00    59    0.60    0.36    0.36    0.24
  27    0.12   0.00    0.00    0.00    60    0.72    0.36    0.36    0.24
  28    0.12   0.00    0.00    0.00    61    0.72    0.48    0.36    0.24
  29    0.12   0.00    0.00    0.00    62    0.84    0.48    0.36    0.24
  30    0.12   0.00    0.12    0.00    63    0.84    0.48    0.36    0.24
  31    0.12   0.00    0.12    0.00    64    0.84    0.48    0.48    0.36
  32    0.12   0.12    0.12    0.00    65    0.96    0.60    0.48    0.36
  33    0.12   0.12    0.12    0.00    66    0.96    0.60    0.48    0.36
  34    0.12   0.12    0.12    0.00    67    1.08    0.72    0.48    0.36
  35    0.12   0.12    0.12    0.00    68    1.20    0.72    0.60    0.36
  36    0.12   0.12    0.12    0.00    69    1.32    0.84    0.60    0.48
  37    0.12   0.12    0.12    0.12    70    1.44    0.96    0.72    0.48
  38    0.12   0.12    0.12    0.12    71    1.56    1.08    0.72    0.60
  39    0.12   0.12    0.12    0.12    72    1.68    1.20    0.84    0.60
  40    0.12   0.12    0.12    0.12    73    1.80    1.32    0.84    0.72
  41    0.12   0.12    0.12    0.12    74    1.92    1.44    0.96    0.72
  42    0.24   0.12    0.12    0.12    75    2.16    1.56    0.96    0.84
  43    0.24   0.12    0.12    0.12    76    2.52    1.80    1.20    0.84
  44    0.24   0.12    0.12    0.12    77    2.76    1.92    1.44    0.96
  45    0.24   0.12    0.12    0.12    78    3.00    2.16    1.56    1.08
  46    0.24   0.12    0.12    0.12    79    3.24    2.28    1.68    1.20
  47    0.24   0.12    0.12    0.12    80    3.48    2.52    1.92    1.44
  48    0.24   0.12    0.12    0.12

*  The twelfth of the Renewal Commission on the portion of the rider face
   amount or increase in rider face amount remaining in force each month is
   paid monthly during the first four renewal years after issue of the rider
   or increase of the rider.  Age used is issue age of spouse or, for
   increases in face amount, attained age of the spouse on the effective
   date of the increase.  Smkr. includes riders with face amounts/increased
   face amounts having premium class "Smoker" or "Smoker Special"; includes
   riders with face amounts/increased face amounts having premium class
   "Nonsmoker" or "Nonsmoker Special".

</TABLE>

<PAGE>
                     SCHEDULE OF COMMISSION RATES
                            EXHIBIT I
        VI.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE
                  SERIES III, IV AND JUVENILE-ISSUE
   D. Increase Commission per $1,000* of increase in face amount
        1. Basic Contract - Highest Total Face Amount** of
                            Series III and IV Less Than $250,000
        (No limit on face amount of Juvenile-Issue contract)

<TABLE>
Attained    Male          Female    Attained    Male           Female
  Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
<S>     <C>    <C>     <C>    <C>     <C>  <C>     <C>     <C>     <C>
   0    1.32           1.32           41    6.12    4.80    4.80    4.08
   1    1.32           1.32           42    6.60    5.16    5.16    4.32
   2    1.32           1.32           43    7.08    5.52    5.52    4.44
   3    1.32           1.32           44    7.68    5.76    5.76    4.80
   4    1.32           1.32           45    8.28    6.12    6.12    4.92
   5    1.32           1.32           46    8.88    6.60    6.60    5.28
   6.   1.32           1.32           47    9.48    6.96    7.08    5.52
   7.   1.32           1.32           48    9.96    7.44    7.44    5.88
   8    1.32           1.32           49   10.56    7.92    7.92    6.24
   9    1.32           1.32           50   11.28    8.40    8.28    6.60
  10    1.32           1.32           51   12.12    8.88    8.88    7.08
  11    1.32           1.32           52   12.96    9.36    9.60    7.56
  12    1.44           1.32           53   13.92    9.96   10.20    8.16
  13    1.44           1.32           54   14.52   10.20   10.44    8.28
  14    1.68           1.44           55   15.36   10.92   11.04    8.76
  15    1.80           1.44           56   16.44   11.76   11.76    9.48
  16    1.92           1.56           57   17.52   12.60   12.60   10.20
  17    2.04           1.68           58   18.60   13.56   13.44   10.92
  18    2.16           1.68           59   18.84   14.04   13.68   11.04
  19    2.16           1.80           60   19.92   15.24   14.40   11.76
  20    2.28   2.04    1.80   1.56    61   20.16   15.72   14.88   12.36
  21    2.40   2.16    1.80   1.68    62   21.36   16.80   15.96   13.44
  22    2.52   2.16    1.92   1.80    63   21.48   17.16   16.32   13.92
  23    2.52   2.28    2.04   1.80    64   22.08   17.76   16.92   14.52
  24    2.64   2.40    2.16   1.92    65   22.56   18.36   17.52   15.24
  25    2.76   2.40    2.16   2.04    66   23.28   19.32   18.00   15.84
  26    2.88   2.52    2.28   2.04    67   24.48   20.76   18.96   16.92
  27    3.00   2.64    2.28   2.16    68   25.20   21.60   19.44   17.52
  28    3.00   2.64    2.40   2.16    69   25.08   21.72   19.44   17.52
  29    3.24   2.76    2.52   2.28    70   26.28   23.04   20.28   18.48
  30    3.36   2.88    2.52   2.28    71   26.40   23.40   20.28   18.72
  31    3.48   3.00    2.64   2.40    72   26.28   23.64   20.16   18.72
  32    3.60   3.00    2.76   2.52    73   26.16   23.52   20.04   18.60
  33    3.72   3.24    2.88   2.64    74   25.80   23.40   19.68   18.48
  34    3.84   3.24    3.00   2.64    75   25.20   23.04   19.20   18.12
  35    3.96   3.36    3.12   2.76    76   24.48   22.56   18.60   17.64
  36    4.32   3.60    3.36   3.00    77   24.12   22.32   18.24   17.40
  37    4.56   3.84    3.60   3.24    78   23.64   21.96   17.88   17.04
  38    5.04   4.08    3.96   3.48    79   22.92   21.48   17.28   16.56
  39    5.28   4.20    4.20   3.72    80   22.20   20.88   16.68   16.08
  40    5.64   4.44    4.44   3.84
Age used is attained age of the insured on the effective date of the
requested increase in face amount.  Smkr. includes increased face amounts
with premium class "Smoker" or "Smoker Special"; Nsmkr. includes increased
face amounts with premium class "Nonsmoker" or "Nonsmoker Special".
** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the total Face Amount after a requested increase.
</TABLE>






<PAGE>
                     SCHEDULE OF COMMISSION RATES
                              EXHIBIT I


          VI.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE
                          SERIES III AND IV

     D. Increase Commission per $1,000* of increase in face amount

        2. Basic Contract - Highest Total Face Amount**
                            More Than $249,999 and Less Than $500,000

<TABLE>
Attained    Male          Female    Attained    Male           Female
  Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
<S>     <C>    <C>     <C>    <C>     <C>  <C>     <C>     <C>     <C>
  20    1.80   1.68    1.32   1.20    51    9.36    6.96    6.84    5.40
  21    1.92   1.68    1.44   1.20    52   10.08    7.32    7.32    5.88
  22    1.92   1.68    1.44   1.32    53   10.80    7.68    7.92    6.24
  23    2.04   1.80    1.56   1.44    54   11.16    7.92    8.04    6.48
  24    2.16   1.92    1.68   1.44    55   11.88    8.52    8.52    6.84
  25    2.16   1.92    1.68   1.56    56   12.72    9.12    9.12    7.32
  26    2.28   1.92    1.80   1.68    57   13.56   10.20    9.72    7.92
  27    2.28   2.04    1.80   1.68    58   14.40   10.92   10.32    8.40
  28    2.40   2.16    1.92   1.68    59   14.52   11.04   10.56    8.52
  29    2.52   2.16    1.92   1.80    60   15.36   11.76   11.16    9.12
  30    2.52   2.28    2.04   1.80    61   15.60   12.12   11.52    9.60
  31    2.64   2.28    2.16   1.92    62   16.44   13.08   12.36   10.32
  32    2.76   2.40    2.16   1.92    63   16.68   13.32   12.60   10.80
  33    2.88   2.52    2.28   2.04    64   16.92   13.68   12.96   11.16
  34    3.00   2.52    2.28   2.16    65   17.40   14.28   13.56   11.76
  35    3.12   2.64    2.40   2.16    66   17.88   14.88   13.92   12.24
  36    3.36   2.76    2.64   2.28    67   18.84   15.96   14.64   13.08
  37    3.60   2.88    2.76   2.52    68   19.56   16.68   15.12   13.56
  38    3.84   3.12    3.00   2.64    69   19.08   16.68   14.88   13.44
  39    4.08   3.36    3.24   2.88    70   20.04   17.64   15.48   14.16
  40    4.32   3.48    3.48   3.00    71   20.52   18.24   15.84   14.52
  41    4.80   3.72    3.72   3.12    72   20.16   18.00   15.48   14.28
  42    5.16   3.96    3.96   3.36    73   20.04   18.12   15.36   14.28
  43    5.52   4.20    4.20   3.48    74   19.80   18.00   15.12   14.16
  44    6.00   4.44    4.44   3.72    75   19.32   17.76   14.76   13.92
  45    6.36   4.80    4.80   3.84    76   18.84   17.40   14.28   13.56
  46    6.84   5.04    5.16   4.08    77   18.60   17.16   14.04   13.44
  47    7.20   5.40    5.40   4.32    78   18.24   16.92   13.80   13.20
  48    7.68   5.76    5.76   4.56    79   17.64   16.56   13.44   12.84
  49    8.28   6.12    6.00   4.80    80   17.16   16.08   12.96   12.48
  50    8.76   6.48    5.04

Age used is attained age of the insured on the effective date of the
requested increase in face amount.  Smkr. includes increased face amounts
with premium class "Smoker" or "Smoker Special"; Nsmkr. includes increased
face amounts with premium class "Nonsmoker" or "Nonsmoker" or
"Nonsmoker Special".

** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the total Face Amount after a requested increase.
</TABLE>


<PAGE>
                         SCHEDULE OF COMMISSION RATES
                                 EXHIBIT I


             VI.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE
                            SERIES III AND IV

       D. Increase Commission per $1,000* of increase in face amount

      3. Basic Contract - Highest Total Face Amount** More Than $499,999

<TABLE>
Attained    Male          Female    Attained   Male            Female
  Age   Smkr   Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
<S>     <C>    <C>     <C>    <C>     <C>  <C>     <C>     <C>     <C>
  20    1.32   1.08    0.96   0.84    51    6.36    4.68    4.68    3.72
  21    1.32   1.20    0.96   0.84    52    6.84    5.04    5.04    3.96
  22    1.32   1.20    1.08   0.96    53    7.32    5.28    5.28    4.20
  23    1.32   1.20    1.08   0.96    54    7.68    5.52    5.52    4.44
  24    1.44   1.32    1.20   1.08    55    8.16    5.88    5.88    4.68
  25    1.44   1.32    1.20   1.08    56    8.76    6.36    6.24    5.04
  26    1.44   1.32    1.20   1.08    57    9.36    6.84    6.72    5.40
  27    1.56   1.44    1.32   1.20    58   10.08    7.44    7.20    5.76
  28    1.68   1.44    1.32   1.20    59   10.20    7.68    7.32    5.88
  29    1.68   1.44    1.32   1.20    60   10.80    8.28    7.80    6.36
  30    1.80   1.44    1.32   1.20    61   11.04    8.52    8.04    6.72
  31    1.80   1.56    1.44   1.32    62   11.64    9.12    8.64    7.32
  32    1.92   1.68    1.44   1.32    63   11.64    9.24    8.88    7.56
  33    1.92   1.68    1.44   1.32    64   12.00    9.72    9.24    8.04
  34    2.04   1.68    1.56   1.44    65   12.36   10.08    9.60    8.40
  35    2.16   1.80    1.68   1.44    66   12.72   10.56    9.84    8.76
  36    2.28   1.92    1.80   1.68    67   13.32   11.16   10.32    9.24
  37    2.40   2.04    1.92   1.80    68   13.68   11.76   10.56    9.60
  38    2.52   2.16    2.04   1.92    69   13.68   11.88   10.68    9.60
  39    2.76   2.28    2.16   2.04    70   14.52   12.72   11.16   10.32
  40    2.88   2.40    2.28   2.04    71   14.64   13.08   11.28   10.44
  41    3.24   2.52    2.52   2.16    72   14.76   13.32   11.40   10.56
  42    3.48   2.64    2.64   2.28    73   15.00   13.56   11.52   10.68
  43    3.72   2.88    2.88   2.40    74   15.12   13.92   11.64   10.92
  44    4.08   3.00    3.12   2.52    75   15.36   14.04   11.64   11.04
  45    4.32   3.24    3.24   2.52    76   15.12   13.92   11.52   10.80
  46    4.56   3.48    3.48   2.76    77   15.00   13.92   11.40   10.80
  47    4.92   3.60    3.72   2.88    78   14.88   13.80   11.28   10.68
  48    5.16   3.84    3.84   3.00    79   14.64   13.68   11.04   10.56
  49    5.52   4.08    4.08   3.24    80   14.28   13.32   10.80   10.32
  50    5.88   4.32    4.32   3.48

Age used is attained age of the insured on the effective date of the
requested increase in face amount.  Smkr. includes increased face amounts
with premium class "Smoker" or "Smoker Special"; Nsmkr. includes increased
face amounts with premium class "Nonsmoker" or "Nonsmoker Special".

** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the total Face Amount after a requested increase.
</TABLE>





<PAGE>
                         SCHEDULE OF COMMISSION RATES
                                   EXHIBIT I

             VI.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE
                     SERIES III, IV AND JUVENILE-ISSUE

E. Cost of Living Increase Commission per $1,000* of increase in face amount
                 1. Highest Total Face Amount** of
                    Series III and IV Less Than $250,000 (Band 1)
            (No limit on face amount of Juvenile-Issue contract)

<TABLE>
Attained    Male          Female    Attained    Male          Female
  Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr. Smkr.    Nsmkr.
===========================================================================
<S>     <C>    <C>     <C>    <C>   <C>     <C>     <C>    <C>      <C>
   0    0.36           0.36           33    1.08    0.96    0.84    0.72
   1    0.36           0.36           34    1.08    0.96    0.84    0.72
   2    0.36           0.36           35    1.20    0.96    0.96    0.84
   3    0.36           0.36           36    1.20    1.08    0.96    0.84
   4    0.36           0.36           37    1.32    1.08    1.08    0.96
   5    0.36           0.36           38    1.44    1.20    1.08    0.96
   6    0.36           0.36           39    1.56    1.20    1.20    1.08
   7    0.36           0.36           40    1.68    1.32    1.32    1.08
   8    0.36           0.36           41    1.80    1.44    1.44    1.20
   9    0.36           0.36           42    1.92    1.44    1.44    1.20
  10    0.36           0.36           43    2.04    1.56    1.56    1.32
  11    0.36           0.36           44    2.28    1.68    1.68    1.32
  12    0.36           0.36           45    2.40    1.80    1.80    1.44
  13    0.48           0.36           46    2.52    1.92    1.92    1.56
  14    0.48           0.36           47    2.76    2.04    2.04    1.56
  15    0.48           0.48           48    2.88    2.16    2.16    1.68
  16    0.60           0.48           49    3.00    2.28    2.28    1.80
  17    0.60           0.48           50    3.24    2.40    2.40    1.92
  18    0.60           0.48           51    3.48    2.52    2.52    2.04
  19    0.60           0.48           52    3.72    2.76    2.76    2.16
  20    0.72   0.60    0.48   0.48    53    3.96    2.88    2.88    2.40
  21    0.72   0.60    0.48   0.48    54    4.20    3.00    3.00    2.40
  22    0.72   0.60    0.60   0.48    55    4.44    3.12    3.12    2.52
  23    0.72   0.72    0.60   0.48    56    4.68    3.36    3.36    2.76
  24    0.72   0.72    0.60   0.60    57    5.04    3.60    3.60    2.88
  25    0.84   0.72    0.60   0.60    58    5.40    3.96    3.84    3.12
  26    0.84   0.72    0.60   0.60    59    5.40    4.08    3.96    3.24
  27    0.84   0.72    0.72   0.60    60    5.76    4.44    4.20    3.36
  28    0.84   0.72    0.72   0.60    61    5.88    4.56    4.32    3.60
  29    0.96   0.84    0.72   0.60    62    6.12    4.80    4.56    3.84
  30    0.96   0.84    0.72   0.72    63    6.24    4.92    4.68    3.96
  31    0.96   0.84    0.72   0.72    64    6.36    5.16    4.92    4.20
  32    1.08   0.84    0.84   0.72

Age used is attained age of the insured on the effective date of the
increase in face amount.  Smkr. includes increased face amounts with premium
class "Smoker" or "Smoker Special"; Nsmkr, includes increased face amounts
with premium class "Nonsmoker" or "Nonsmoker Special".

** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the total Face Amount after a requested increase.

Please note:  A COLA increase alone will not trigger a change to the
              next higher band.
</TABLE>


<PAGE>
                    SCHEDULE OF COMMISSION RATES
                              EXHIBIT I


          VI.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE
                          SERIES III AND IV

E. Cost of Living Increase Commission per $1,000* of increase in face amount

          2. Highest Total Face Amount** More Than $249,999 and
             Less Than $500,000 (Band 2)

<TABLE>
Attained    Male         Female    Attained     Male           Female
  Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
<S>     <C>    <C>     <C>    <C>   <C>     <C>     <C>     <C>     <C>
  20    0.48   0.48    0.36   0.36    42    1.44    1.20    1.20    0.96
  21    0.60   0.48    0.36   0.36    43    1.56    1.20    1.20    0.96
  22    0.60   0.48    0.48   0.36    44    1.68    1.32    1.32    1.08
  23    0.60   0.48    0.48   0.36    45    1.80    1.32    1.44    1.08
  24    0.60   0.60    0.48   0.48    46    1.92    1.44    1.44    1.20
  25    0.60   0.60    0.48   0.48    47    2.04    1.56    1.56    1.20
  26    0.60   0.60    0.48   0.48    48    2.28    1.68    1.68    1.32
  27    0.72   0.60    0.48   0.48    49    2.40    1.80    1.80    1.44
  28    0.72   0.60    0.60   0.48    50    2.52    1.92    1.80    1.44
  29    0.72   0.60    0.60   0.48    51    2.76    2.04    2.04    1.56
  30    0.72   0.60    0.60   0.48    52    2.88    2.16    2.16    1.68
  31    0.72   0.72    0.60   0.60    53    3.12    2.28    2.28    1.80
  32    0.84   0.72    0.60   0.60    54    3.24    2.28    2.28    1.80
  33    0.84   0.72    0.60   0.60    55    3.36    2.40    2.40    1.92
  34    0.84   0.72    0.72   0.60    56    3.60    2.64    2.64    2.16
  35    0.96   0.72    0.72   0.60    57    3.84    2.88    2.76    2.28
  36    0.96   0.84    0.72   0.72    58    4.08    3.12    3.00    2.40
  37    1.08   0.84    0.84   0.72    59    4.20    3.12    3.00    2.40
  38    1.08   0.96    0.84   0.72    60    4.44    3.36    3.24    2.64
  39    1.20   0.96    0.96   0.84    61    4.56    3.48    3.36    2.76
  40    1.32   0.96    0.96   0.84    62    4.80    3.72    3.60    3.00
  41    1.32   1.08    1.08   0.96    63    4.80    3.84    3.60    3.12
                                      64    4.92    3.96    3.72    3.24

Age used is attained age of the insured on the effective date of the
increase in face amount.  Smkr. includes increased face amounts with premium
class "Smoker" or "Smoker Special"; Nsmkr. includes increased face amounts
with premium class "Nonsmoker" or "Nonsmoker" or Nonsmoker Special".

** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the total Face Amount after a requested increase.

Please Note:  A COLA increase will not trigger a change to the
              next higher band.
</TABLE>



<PAGE>
                        SCHEDULE OF COMMISSION RATES
                                 EXHIBIT I


            VI.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE
                              SERIES III AND IV

E. Cost of Living Increase Commission per $1,000* of increase in face amount

         3. Highest Total Face Amount** More Than $499,999 (Band 3)

<TABLE>
Attained    Male          Female    Attained    Male           Female
  Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
<S>     <C>    <C>     <C>    <C>   <C>     <C>     <C>     <C>     <C>
  20    0.36   0.36    0.24   0.24    42    0.96    0.72    0.72    0.60
  21    0.36   0.36    0.24   0.24    43    1.08    0.84    0.84    0.72
  22    0.36   0.36    0.36   0.24    44    1.20    0.84    0.84    0.72
  23    0.36   0.36    0.36   0.24    45    1.20    0.96    0.96    0.72
  24    0.36   0.36    0.36   0.36    46    1.32    0.96    0.96    0.84
  25    0.36   0.36    0.36   0.36    47    1.44    1.08    1.08    0.84
  26    0.48   0.36    0.36   0.36    48    1.44    1.08    1.08    0.84
  27    0.48   0.36    0.36   0.36    49    1.56    1.20    1.20    0.96
  28    0.48   0.36    0.36   0.36    50    1.68    1.32    1.32    0.96
  29    0.48   0.48    0.36   0.36    51    1.80    1.32    1.32    1.08
  30    0.48   0.48    0.36   0.36    52    2.04    1.44    1.44    1.20
  31    0.48   0.48    0.36   0.36    53    2.16    1.56    1.56    1.20
  32    0.60   0.48    0.48   0.36    54    2.16    1.56    1.56    1.32
  33    0.60   0.48    0.48   0.36    55    2.40    1.68    1.68    1.32
  34    0.60   0.48    0.48   0.36    56    2.52    1.80    1.80    1.44
  35    0.60   0.48    0.48   0.48    57    2.76    1.92    1.92    1.56
  36    0.60   0.60    0.48   0.48    58    2.88    2.16    2.04    1.68
  37    0.72   0.60    0.60   0.48    59    3.00    2.28    2.16    1.68
  38    0.72   0.60    0.60   0.60    60    3.12    2.40    2.28    1.80
  39    0.84   0.60    0.60   0.60    61    3.12    2.52    2.28    1.92
  40    0.84   0.72    0.72   0.60    62    3.36    2.64    2.52    2.16
  41    0.96   0.72    0.72   0.60    63    3.36    2.64    2.52    2.16
                                      64    3.48    2.76    2.64    2.28

Age used is attained age of the insured on the effective date of the 
increase in face amount.  Smkr. includes increased face amounts with premium 
class "Smoker" or "Smoker Special"; Nsmkr. includes increased face amounts 
with premium class "Nonsmoker" or "Nonsmoker Special".

** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the total Face Amount after a requested increase.

Please note:  A COLA increase alone will not trigger a change to the
              next higher band.
</TABLE>





<PAGE>
                       SCHEDULE OF COMMISSION RATES
                                 EXHIBIT I


            VI.   FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE
                      SERIES III, IV AND JUVENILE-ISSUE

              F. Riders Increased/Issued after Basic Contract
        Spouse Insurance Benefit Commission per $1,000* of face amount

<TABLE>
            Male         Female                Male           Female
  Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.  Nsmkr.   Smkr.   Nsmkr.
===========================================================================
  <S>   <C>    <C>     <C>    <C>     <C>  <C>    <C>       <C>     <C>
  16    0.60           0.36           49    3.60    2.28    2.28    1.68
  17    0.72           0.36           50    3.96    2.40    2.40    1.80
  18    0.84           0.36           51    4.32    2.52    2.64    1.80
  19    0.84           0.48           52    4.80    2.64    2.88    1.92
  20    0.96   0.60    0.48   0.36    53    5.28    2.88    3.12    2.04
  21    0.96   0.60    0.48   0.36    54    5.52    3.00    3.12    2.04
  22    0.96   0.60    0.48   0.48    55    6.12    3.36    3.36    2.16
  23    0.96   0.72    0.48   0.48    56    6.60    3.60    3.48    2.28
  24    0.96   0.72    0.48   0.48    57    6.96    3.84    3.72    2.40
  25    0.96   0.72    0.48   0.48    58    7.56    4.20    3.96    2.64
  26    1.08   0.72    0.60   0.48    59    7.80    4.32    3.96    2.64
  27    1.08   0.72    0.60   0.48    60    8.28    4.68    4.08    2.76
  28    1.08   0.72    0.60   0.48    61    8.40    4.92    4.20    2.76
  29    1.08   0.72    0.72   0.48    62    9.00    5.28    4.56    3.12
  30    1.08   0.72    0.84   0.48    63    9.00    5.28    4.56    3.12
  31    1.20   0.72    0.84   0.48    64    9.36    5.52    4.80    3.36
  32    1.20   0.84    0.84   0.60    65    9.72    5.76    4.92    3.48
  33    1.32   0.84    0.96   0.60    66   10.20    6.24    5.04    3.60
  34    1.44   0.84    0.96   0.60    67   11.16    6.84    5.40    3.96
  35    1.56   0.84    1.08   0.60    68   11.88    7.44    5.76    4.20
  36    1.56   0.96    1.08   0.72    69   12.24    7.92    5.88    4.44
  37    1.68   0.96    1.20   0.84    70   13.32    8.88    6.48    4.92
  38    1.80   1.08    1.20   0.84    71   13.68    9.36    6.60    5.28
  39    1.92   1.08    1.32   0.84    72   14.16    9.96    6.84    5.40
  40    2.16   1.20    1.32   0.96    73   14.52   10.44    6.96    5.64
  41    2.28   1.20    1.56   0.96    74   14.76   10.80    6.96    5.76
  42    2.40   1.32    1.68   1.08    75   15.00   11.16    6.96    5.76
  43    2.52   1.56    1.80   1.20    76   16.56   11.40    8.16    5.76
  44    2.64   1.56    1.80   1.20    77   16.92   11.88    8.52    6.00
  45    2.88   1.68    1.92   1.32    78   17.16   12.24    8.88    6.24
  46    3.00   1.92    2.16   1.44    79   17.28   12.48    9.12    6.60
  47    3.24   1.92    2.16   1.56    80   17.28   12.72    9.36    6.96
  48    3.36   2.16    2.28   1.56

Age used is issue age of the spouse or, for increases in face amount,
attained age of the spouse on the effective date of the increase.  Smkr.
includes riders issued with face amounts/increased face amounts having
premium class "Smoker" or "Smoker Special"; Nsmkr. includes riders with face
amounts/increased face amounts having premium class "Nonsmoker" or
"Nonsmoker Special".

      Child Insurance Benefit Commission per $1,000 of face amount

    Commission is $3.00 per $1,000.  One-twelfth of the commission is
    paid monthly.
</TABLE>



<PAGE>



                           SCHEDULE OF COMMISSION RATES
                                     EXHIBIT I


VII.  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE


      A. First Year Commission

         1. First year commission is a percentage of all premiums paid and
            credited in the first contract year up to but not exceeding the
            Target Premium.*


                            Commission Rate for Initial
                               Face Amount Less than       Commission Rate
                            $250,000; Spouse and Child     for Initial Face
                              Riders Issued with the        Amount Greater
             Issue Age**         Basic Contract             Than $249,999
             ---------          --------------              -------------
                 0-51                 47  %                      40  %
                52-53                 47                         39
                54-55                 45                         38
                56-57                 45                         37
                58-59                 45                         36
                 60                   45                         35
                 61                   43                         35
                 62                   43                         34
                 63                   41                         34
                64-65                 41                         33
                66-67                 40                         32
                68                    39                         31
                69                    37                         30
                70                    36                         29
                71                    34                         28
                72                    32                         27
                73                    30                         26
                74                    28                         25
                75                    27                         24
                76                    25.5                       22
                77                    24                         20.5
                78                    22.5                       19
                79                    21.5                       17.5
                80                    20                         16


*        The total Target Premium is equal to the initial Death Benefit
         Guarantee Premium for the contract excluding any extra premium paid
         for aviation or temporary extra premium.  Target Premiums for the
         rider coverages are found in Exhibit IA.  The Target Premium that
         is apportioned to the basic coverage is the total Target Premium
         less any rider Target Premium.


**       Issue Age is the issue age of the insured for the basic coverage;
         the age at issue of the spouse for the spouse rider.


         2. For contracts issued on or after June 1, 1990, an additional
            First Year Commission is 3% of all premium paid and credited in
            the first contract year.


      B. Additional commission based on premium

         1. For contracts issued on or after June 1, 1990, a Renewal
            Commission based on premium is paid equal to 3% of all premium
            paid and credited whenever paid and credited in contract year
            two or later.

         2. For contracts issued before June 1, 1990, a Service Commission
            is paid equal to 3% of all premium paid and credited whenever
            paid and credited.


<PAGE>

                        SCHEDULE OF COMMISSION RATES
                                    EXHIBIT I


               VII.  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

   C. Renewal Commissions per $1,000* of Face Amount (Initial or Increase)

     1. Basic Contract - Highest Total Face Amount** Less Than $250,000

<TABLE>
             Male         Female                Male           Female
          Std./          Std./                Std./           Std./
  Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
  <S>   <C>    <C>     <C>    <C>     <C>   <C>     <C>     <C>     <C>
   0    0.24           0.12           41    0.96    0.72    0.60    0.48
   1    0.24           0.12           42    1.08    0.72    0.60    0.48
   2    0.24           0.12           43    1.08    0.72    0.72    0.48
   3    0.24           0.12           44    1.20    0.84    0.72    0.60
   4    0.24           0.12           45    1.32    0.84    0.72    0.60
   5    0.24           0.12           46    1.32    0.96    0.84    0.60
   6    0.24           0.12           47    1.44    0.96    0.84    0.72
   7    0.24           0.12           48    1.56    1.08    0.84    0.72
   8    0.24           0.24           49    1.68    1.20    0.96    0.72
   9    0.24           0.24           50    1.68    1.20    0.96    0.72
  10    0.36           0.24           51    1.80    1.32    1.08    0.84
  11    0.36           0.24           52    1.92    1.32    1.08    0.84
  12    0.36           0.24           53    2.04    1.44    1.20    0.96
  13    0.36           0.24           54    2.16    1.56    1.20    0.96
  14    0.36           0.24           55    2.28    1.68    1.32    1.08
  15    0.36           0.24           56    2.40    1.80    1.32    1.08
  16    0.36           0.24           57    2.52    1.92    1.44    1.20
  17    0.36           0.24           58    2.64    2.04    1.44    1.20
  18    0.36           0.24           59    2.88    2.28    1.56    1.32
  19    0.48           0.24           60    3.00    2.40    1.68    1.44
  20    0.48   0.36    0.24   0.24    61    3.24    2.52    1.80    1.56
  21    0.48   0.36    0.24   0.24    62    3.36    2.64    1.92    1.56
  22    0.48   0.36    0.36   0.24    63    3.60    2.88    1.92    1.68
  23    0.48   0.36    0.36   0.24    64    3.84    3.12    2.16    1.80
  24    0.48   0.36    0.36   0.24    65    3.96    3.24    2.16    1.92
  25    0.48   0.36    0.36   0.24    66    4.20    3.36    2.28    2.04
  26    0.48   0.36    0.36   0.24    67    4.56    3.72    2.52    2.28
  27    0.60   0.36    0.36   0.24    68    4.68    3.84    2.64    2.40
  28    0.60   0.36    0.36   0.24    69    4.92    4.08    2.76    2.52
  29    0.60   0.36    0.36   0.24    70    5.28    4.44    3.00    2.76
  30    0.60   0.36    0.36   0.36    71    5.64    4.68    3.12    2.88
  31    0.60   0.48    0.48   0.36    72    5.88    5.04    3.36    3.00
  32    0.72   0.48    0.48   0.36    73    6.36    5.40    3.60    3.36
  33    0.72   0.48    0.48   0.36    74    6.60    5.64    3.84    3.48
  34    0.72   0.48    0.48   0.36    75    6.96    6.00    3.96    3.72
  35    0.72   0.48    0.48   0.36    76    7.32    6.36    4.20    3.96
  36    0.84   0.48    0.48   0.36    77    7.68    6.72    4.44    4.20
  37    0.84   0.60    0.48   0.36    78    8.04    6.96    4.68    4.44
  38    0.84   0.60    0.60   0.36    79    8.40    7.32    4.92    4.68
  39    0.84   0.60    0.60   0.48    80    8.76    7.68    5.16    4.92
  40    0.96   0.60    0.60   0.48


*  One-twelfth of the Renewal Commission on the portion of the initial face
   amount or increase in face amount remaining in force each month is paid
   monthly during the first two renewal years after issue or requested
   increase.  Age used is issue age of contract or, for increases in face
   amount, attained age of the insured on the effective date of the
   increase.  Smkr. includes contracts with face amounts/increased face
   amounts having premium class "Smoker" or "Smoker Special"; Nsmkr.
   includes contracts with face amounts/increased face amounts having
   premium class "Nonsmoker" or "Nonsmoker Special".  Std. includes
   contracts with face amounts/increased face amounts having premium class
   "Standard" or "Standard Special".

** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the Total Face Amount after a Requested Increase.
</TABLE>



<PAGE>

                     SCHEDULE OF COMMISSION RATES
                               EXHIBIT I


              VII.  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

 C. Renewal Commissions per $1,000* of Face Amount (Initial or Increase)

    2. Basic Contract - Highest Total Face Amount** More Than $249,999

<TABLE>
             Male         Female                Male           Female
          Std./          Std./                Std./           Std./
  Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
  <S>   <C>    <C>     <C>    <C>     <C>   <C>     <C>     <C>     <C>
   0    0.24           0.12           41    0.84    0.60    0.48    0.36
   1    0.24           0.12           42    0.84    0.60    0.48    0.36
   2    0.24           0.12           43    0.96    0.60    0.60    0.48
   3    0.24           0.12           44    0.96    0.60    0.60    0.48
   4    0.24           0.12           45    1.08    0.72    0.60    0.48
   5    0.24           0.12           46    1.08    0.72    0.60    0.48
   6    0.24           0.12           47    1.20    0.84    0.72    0.48
   7    0.24           0.12           48    1.20    0.84    0.72    0.60
   8    0.24           0.12           49    1.32    0.96    0.72    0.60
   9    0.24           0.12           50    1.44    0.96    0.84    0.60
  10    0.24           0.12           51    1.44    1.08    0.84    0.72
  11    0.24           0.12           52    1.56    1.08    0.84    0.72
  12    0.24           0.12           53    1.68    1.20    0.96    0.72
  13    0.24           0.24           54    1.80    1.32    0.96    0.84
  14    0.24           0.24           55    1.92    1.44    1.08    0.84
  15    0.36           0.24           56    1.92    1.44    1.08    0.84
  16    0.36           0.24           57    2.16    1.56    1.20    0.96
  17    0.36           0.24           58    2.16    1.68    1.20    0.96
  18    0.36           0.24           59    2.40    1.80    1.32    1.08
  19    0.36           0.24           60    2.52    1.92    1.32    1.20
  20    0.36   0.24    0.24   0.24    61    2.64    2.04    1.44    1.20
  21    0.36   0.24    0.24   0.24    62    2.76    2.16    1.56    1.32
  22    0.36   0.24    0.24   0.24    63    2.88    2.28    1.56    1.32
  23    0.36   0.24    0.24   0.24    64    3.12    2.52    1.68    1.56
  24    0.36   0.24    0.24   0.24    65    3.24    2.64    1.80    1.56
  25    0.36   0.24    0.24   0.24    66    3.48    2.76    1.92    1.68
  26    0.48   0.24    0.24   0.24    67    3.72    3.00    2.04    1.80
  27    0.48   0.36    0.24   0.24    68    3.84    3.24    2.16    1.92
  28    0.48   0.36    0.36   0.24    69    4.08    3.36    2.28    2.04
  29    0.48   0.36    0.36   0.24    70    4.32    3.60    2.40    2.16
  30    0.48   0.36    0.36   0.24    71    4.56    3.84    2.52    2.40
  31    0.48   0.36    0.36   0.24    72    4.80    4.08    2.76    2.52
  32    0.60   0.36    0.36   0.24    73    5.16    4.44    3.00    2.76
  33    0.60   0.36    0.36   0.24    74    5.40    4.68    3.12    2.88
  34    0.60   0.36    0.36   0.24    75    5.64    4.92    3.24    3.00
  35    0.60   0.36    0.36   0.24    76    6.00    5.16    3.48    3.24
  36    0.60   0.48    0.36   0.36    77    6.24    5.40    3.60    3.36
  37    0.72   0.48    0.48   0.36    78    6.60    5.76    3.84    3.60
  38    0.72   0.48    0.48   0.36    79    6.84    6.00    4.08    3.72
  39    0.72   0.48    0.48   0.36    80    7.08    6.24    4.20    3.96
  40    0.72   0.48    0.48   0.36


*  One-twelfth of the Renewal Commission on the portion of the initial face
   amount or increase in face amount remaining in force each month is paid
   monthly during the first two renewal years after issue or requested
   increase.  Age used is issue age of contract or, for increases in face
   amount, attained age of the insured on the effective date of the
   increase.  Smkr. includes contracts with face amounts/increased face
   amounts having premium class "Smoker" or "Smoker Special"; Nsmkr.
   includes contracts with face amounts/increased face amounts having
   premium class "Nonsmoker" or "Nonsmoker Special".  Std. includes
   contracts with face amounts/increased face amounts having premium class
   "Standard" or "Standard Special".

** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the Total Face Amount after a Requested Increase.
</TABLE>




<PAGE>
                     SCHEDULE OF COMMISSION RATES
                               EXHIBIT I

           VII.  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

C. Renewal Commissions per $1,000* of Face Amount (Initial or Increase) 

                     3. Spouse Insurance Benefit

<TABLE>
             Male         Female                Male           Female
          Std./          Std./                Std./           Std./
  Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
  <S>   <C>    <C>     <C>    <C>     <C>   <C>     <C>     <C>     <C>
  16    0.36           0.24            49   1.68    1.20    0.84    0.72
  17    0.36           0.24            50   1.68    1.20    0.96    0.72
  18    0.36           0.24            51   1.92    1.32    0.96    0.72
  19    0.36           0.24            52   1.92    1.32    0.96    0.84
  20    0.48   0.24    0.24   0.24     53   2.16    1.56    1.08    0.84
  21    0.48   0.24    0.24   0.24     54   2.16    1.56    1.08    0.84
  22    0.48   0.36    0.24   0.24     55   2.40    1.68    1.20    0.96
  23    0.48   0.36    0.24   0.24     56   2.52    1.80    1.20    0.96
  24    0.48   0.36    0.24   0.24     57   2.64    1.92    1.32    1.08
  25    0.48   0.36    0.36   0.24     58   2.76    2.04    1.32    1.08
  26    0.48   0.36    0.36   0.24     59   3.00    2.28    1.44    1.20
  27    0.48   0.36    0.36   0.24     60   3.12    2.40    1.44    1.32
  28    0.60   0.36    0.36   0.24     61   3.24    2.52    1.56    1.32
  29    0.60   0.36    0.36   0.24     62   3.60    2.76    1.68    1.44
  30    0.60   0.36    0.36   0.24     63   3.72    2.88    1.68    1.56
  31    0.60   0.36    0.36   0.24     64   3.84    3.00    1.80    1.56
  32    0.60   0.48    0.36   0.36     65   4.20    3.24    1.92    1.68
  33    0.72   0.48    0.48   0.36     66   4.32    3.48    2.04    1.80
  34    0.72   0.48    0.48   0.36     67   4.56    3.60    2.16    1.92
  35    0.72   0.48    0.48   0.36     68   4.92    3.96    2.28    2.16
  36    0.72   0.48    0.48   0.36     69   5.16    4.20    2.52    2.16
  37    0.84   0.48    0.48   0.36     70   5.40    4.44    2.64    2.40
  38    0.84   0.48    0.48   0.36     71   5.76    4.80    2.76    2.52
  39    0.84   0.60    0.48   0.36     72   6.12    5.04    3.00    2.76
  40    0.96   0.60    0.60   0.48     73   6.36    5.28    3.12    2.88
  41    0.96   0.72    0.60   0.48     74   6.84    5.76    3.48    3.24
  42    1.08   0.72    0.60   0.48     75   7.44    6.36    3.84    3.60
  43    1.20   0.72    0.60   0.48     76   7.80    6.72    4.08    3.84
  44    1.20   0.84    0.72   0.48     77   8.16    6.96    4.32    4.08
  45    1.32   0.84    0.72   0.60     78   8.52    7.32    4.56    4.32
  46    1.32   0.96    0.72   0.60     79   8.76    7.68    4.80    4.56
  47    1.44   0.96    0.84   0.60     80   9.12    8.04    5.04    4.80
  48    1.56   1.08    0.84   0.60

*  One-twelfth of the Renewal Commission on the portion of the initial rider
   face amount or increase in rider face amount remaining in force each
   month is paid monthly during the first two renewal years after issue of
   the rider or increase of the rider.  Age used is issue age of spouse or,
   for increases in face amount, attained age of the spouse on the effective
   date of the increase.  Smkr. includes riders with face amounts/increased
   face amounts having premium class "Smoker" or "Smoker Special"; Nsmkr.
   includes riders with face amounts/increased face amounts/increased face
   amounts having premium class "Nonsmoker" or "Nonsmoker Special".  Std.
   includes riders with face amounts/increased face amounts having premium
   class "Standard" or "Standard Special".
</TABLE>


<PAGE>

                      SCHEDULE OF COMMISSION RATES
                                EXHIBIT I


            VII.  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

     D. Increase Commissions per $1,000* of Increase in Face Amount

   1. Basic Contract - Highest Total Face Amount** Less Than $250,000

<TABLE>
             Male         Female                Male           Female
          Std./          Std./                Std./           Std./
  Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
  <S>   <C>    <C>     <C>    <C>     <C>  <C>     <C>     <C>     <C>
   0    1.44           1.08           41    6.72    4.56    4.20    3.24
   1    1.56           1.08           42    7.08    4.80    4.44    3.36
   2    1.56           1.08           43    7.56    5.16    4.68    3.60
   3    1.56           1.08           44    7.92    5.40    4.80    3.72
   4    1.68           1.08           45    8.52    5.88    5.16    3.96
   5    1.68           1.08           46    9.00    6.24    5.40    4.08
   6    1.80           1.20           47    9.60    6.72    5.76    4.44
   7    1.80           1.20           48   10.08    7.08    6.00    4.68
   8    1.92           1.20           49   10.92    7.68    6.36    4.92
   9    1.92           1.32           50   11.40    8.04    6.60    5.16
  10    2.04           1.32           51   12.24    8.76    7.08    5.64
  11    2.16           1.44           52   12.84    9.24    7.32    5.76
  12    2.16           1.44           53   13.80   10.08    7.80    6.36
  13    2.28           1.56           54   13.80   10.08    7.68    6.24
  14    2.40           1.56           55   14.76   11.04    8.28    6.84
  15    2.52           1.56           56   15.48   11.52    8.64    7.08
  16    2.52           1.68           57   16.56   12.60    9.24    7.68
  17    2.64           1.68           58   17.28   13.20    9.60    8.04
  18    2.76           1.80           59   18.60   14.40   10.32    8.64
  19    2.88           1.80           60   19.44   15.12   10.68    9.12
  20    2.88   2.04    1.92   1.44    61   19.92   15.72   11.04    9.48
  21    3.00   2.04    1.92   1.56    62   20.88   16.56   11.52    9.96
  22    3.12   2.16    2.04   1.56    63   20.88   16.56   11.52    9.96
  23    3.24   2.16    2.04   1.68    64   22.32   18.00   12.36   10.80
  24    3.36   2.28    2.16   1.68    65   23.40   18.96   12.96   11.40
  25    3.48   2.28    2.28   1.68    66   24.00   19.44   13.20   11.64
  26    3.60   2.40    2.40   1.80    67   25.68   21.12   14.40   12.72
  27    3.72   2.52    2.40   1.92    68   26.40   21.72   14.64   13.08
  28    3.84   2.64    2.52   1.92    69   26.28   21.72   14.64   13.08
  29    3.96   2.76    2.64   1.92    70   27.48   22.92   15.48   14.04
  30    4.20   2.76    2.76   2.04    71   27.24   22.92   15.36   13.92
  31    4.32   2.88    2.88   2.04    72   27.00   22.80   15.24   13.92
  32    4.56   3.00    2.88   2.16    73   27.12   23.16   15.48   14.28
  33    4.68   3.12    3.00   2.28    74   26.64   22.80   15.24   14.04
  34    4.80   3.24    3.12   2.40    75   26.88   23.16   15.48   14.40
  35    5.04   3.36    3.24   2.40    76   26.64   22.56   15.48   14.28
  36    5.28   3.60    3.36   2.52    77   26.28   22.32   15.24   14.28
  37    5.52   3.72    3.60   2.64    78   25.68   21.96   15.12   14.04
  38    5.76   3.84    3.72   2.76    79   25.68   21.48   15.24   14.04
  39    6.00   3.96    3.84   2.88    80   24.96   20.88   14.88   13.92
  40    6.24   4.20    3.96   3.00


*  One-twelfth of the Increase Commission on the portion of the increase
   remaining in force each month is paid monthly for one year after the
   effective date of the requested increase in face amount.  Age used is
   attained age of the insured on the effective date of the increase in face
   amount.  Smkr. includes increased face amounts with premium class
   "Smoker" or "Smoker Special"; Nsmkr. includes increased face amounts with
   premium class "Nonsmoker" or "Nonsmoker Special".  Std. includes
   increased face amounts with premium class "Standard" or
   "Standard "Special".

** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the Total Face Amount after a Requested Increase.
</TABLE>



<PAGE>

                         SCHEDULE OF COMMISSION RATES
                                    EXHIBIT I


                VII.  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

         D. Increase Commissions per $1,000* of Increase in Face Amount

       2. Basic Contract - Highest Total Face Amount** More Than $249,999

<TABLE>
             Male         Female                Male           Female
          Std./          Std./                Std./           Std./
  Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
  <S>   <C>    <C>     <C>    <C>     <C>  <C>     <C>     <C>     <C>
   0    1.20           0.84           41    5.52    3.72    3.36    2.52
   1    1.20           0.84           42    5.76    3.84    3.60    2.64
   2    1.20           0.84           43    6.12    4.20    3.72    2.88
   3    1.32           0.84           44    6.48    4.32    3.84    3.00
   4    1.32           0.96           45    6.96    4.80    4.20    3.12
   5    1.44           0.96           46    7.20    5.04    4.32    3.36
   6    1.44           0.96           47    7.80    5.52    4.56    3.60
   7    1.44           0.96           48    8.16    5.76    4.80    3.72
   8    1.56           0.96           49    8.88    6.24    5.04    3.96
   9    1.56           1.08           50    9.24    6.60    5.28    4.20
  10    1.68           1.08           51    9.96    7.20    5.64    4.56
  11    1.68           1.08           52   10.20    7.32    5.76    4.56
  12    1.80           1.20           53   10.92    7.92    6.12    4.92
  13    1.92           1.20           54   11.04    8.16    6.24    5.04
  14    1.92           1.20           55   11.88    8.88    6.60    5.40
  15    2.04           1.32           56   12.12    9.12    6.72    5.52
  16    2.04           1.32           57   12.96    9.84    7.20    6.00
  17    2.16           1.44           58   13.20   10.08    7.32    6.00
  18    2.16           1.44           59   14.16   10.92    7.80    6.60
  19    2.28           1.44           60   14.40   11.16    7.80    6.72
  20    2.40   1.56    1.56   1.20    61   15.48   12.24    8.52    7.32
  21    2.40   1.68    1.56   1.20    62   15.72   12.48    8.64    7.44
  22    2.52   1.68    1.68   1.20    63   16.56   13.08    9.00    7.80
  23    2.64   1.68    1.68   1.32    64   17.16   13.80    9.48    8.28
  24    2.64   1.80    1.80   1.32    65   18.00   14.52    9.96    8.76
  25    2.76   1.92    1.80   1.44    66   18.36   14.88   10.08    8.88
  26    2.88   1.92    1.92   1.44    67   19.68   16.08   10.92    9.72
  27    3.00   2.04    1.92   1.44    68   20.04   16.44   11.04    9.96
  28    3.12   2.04    2.04   1.56    69   20.40   16.80   11.28   10.08
  29    3.24   2.16    2.16   1.56    70   21.12   17.64   11.88   10.68
  30    3.36   2.28    2.16   1.68    71   21.48   18.00   12.00   10.92
  31    3.48   2.28    2.28   1.68    72   21.72   18.36   12.24   11.16
  32    3.60   2.40    2.40   1.68    73   22.44   19.08   12.84   11.76
  33    3.84   2.52    2.40   1.80    74   22.68   19.44   12.96   12.00
  34    3.96   2.64    2.52   1.92    75   22.80   19.56   13.08   12.12
  35    4.08   2.76    2.64   1.92    76   21.96   18.96   12.60   11.76
  36    4.32   2.88    2.76   2.04    77   21.36   18.60   12.48   11.52
  37    4.44   3.00    2.88   2.16    78   20.76   18.12   12.12   11.28
  38    4.68   3.12    3.00   2.16    79   19.92   17.52   11.76   11.04
  39    4.80   3.24    3.12   2.28    80   18.96   16.80   11.28   10.56
  40    5.04   3.36    3.24   2.40


*  One-twelfth of the Increase Commission on the portion of the increase
   remaining in force each month is paid monthly for one year after the
   effective date of the requested increase in face amount.  Age used is
   attained age of the insured on the effective date of the increase in face
   amount.  Smkr. includes increased face amounts with premium class
   "Smoker" or "Smoker Special"; Nsmkr. includes increased face amounts with
   premium class "Nonsmoker" or "Nonsmoker Special".  Std. includes
   increased face amounts with premium class "Standard" or
   "Standard Special".

** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the Total Face Amount after a Requested Increase.
</TABLE>



<PAGE>
                        SCHEDULE OF COMMISSION RATES
                                  EXHIBIT I


               VII.  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

            E. Cost of Living Increase Commissions per $1,000* of
               Increase in Face Amount

             1. Highest Total Face Amount** Less Than $250,000

<TABLE>
             Male         Female                Male           Female
          Std./          Std./                Std./           Std./
  Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
  <S>   <C>    <C>     <C>    <C>     <C>  <C>     <C>     <C>     <C>
   0    0.48           0.36           41    2.16    1.44    1.32    1.08
   1    0.48           0.36           42    2.28    1.56    1.44    1.08
   2    0.48           0.36           43    2.40    1.68    1.44    1.08
   3    0.48           0.36           44    2.52    1.68    1.56    1.20
   4    0.48           0.36           45    2.76    1.92    1.68    1.32
   5    0.60           0.36           46    2.88    2.04    1.68    1.32
   6    0.60           0.36           47    3.12    2.16    1.80    1.44
   7    0.60           0.36           48    3.24    2.28    1.92    1.44
   8    0.60           0.36           49    3.48    2.40    2.04    1.56
   9    0.60           0.36           50    3.60    2.52    2.16    1.68
  10    0.72           0.48           51    3.96    2.76    2.28    1.80
  11    0.72           0.48           52    4.08    3.00    2.28    1.80
  12    0.72           0.48           53    4.44    3.24    2.52    2.04
  13    0.72           0.48           54    4.56    3.36    2.52    2.04
  14    0.72           0.48           55    4.92    3.72    2.76    2.28
  15    0.84           0.48           56    5.16    3.84    2.88    2.40
  16    0.84           0.48           57    5.52    4.20    3.12    2.52
  17    0.84           0.60           58    5.76    4.44    3.24    2.64
  18    0.84           0.60           59    6.24    4.80    3.48    2.88
  19    0.96           0.60           60    6.48    5.04    3.60    3.00
  20    0.96   0.60    0.60   0.48    61    6.96    5.52    3.84    3.24
  21    0.96   0.72    0.60   0.48    62    7.32    5.76    3.96    3.48
  22    0.96   0.72    0.60   0.48    63    7.68    6.12    4.20    3.60
  23    1.08   0.72    0.72   0.48    64    8.16    6.60    4.56    3.96
  24    1.08   0.72    0.72   0.60    65    8.52    6.96    4.68    4.20
  25    1.08   0.72    0.72   0.60    66    9.00    7.32    4.92    4.32
  26    1.08   0.72    0.72   0.60    67    9.60    7.92    5.40    4.80
  27    1.20   0.84    0.72   0.60    68   10.08    8.40    5.64    5.04
  28    1.20   0.84    0.84   0.60    69   10.68    8.88    5.88    5.28
  29    1.32   0.84    0.84   0.60    70   11.40    9.60    6.48    5.88
  30    1.32   0.84    0.84   0.60    71   12.00   10.08    6.72    6.12
  31    1.44   0.96    0.96   0.72    72   12.60   10.68    7.08    6.48
  32    1.44   0.96    0.96   0.72    73   13.56   11.52    7.80    7.20
  33    1.44   0.96    0.96   0.72    74   14.28   12.24    8.16    7.56
  34    1.56   1.08    0.96   0.72    75   15.00   12.84    8.64    7.92
  35    1.68   1.08    1.08   0.72    76   15.72   13.56    9.12    8.40
  36    1.68   1.08    1.08   0.84    77   16.44   14.28    9.60    8.88
  37    1.80   1.20    1.08   0.84    78   17.16   15.00   10.08    9.36
  38    1.80   1.20    1.20   0.84    79   17.88   15.72   10.56    9.96
  39    1.92   1.32    1.20   0.96    80   18.72   16.56   11.16   10.44
  40    2.04   1.32    1.32   0.96


*  One-twelfth of the Cost of Living Increase Commission on the portion of
   the increase remaining in force each month is paid monthly for one year
   after the effective date of the increase.  Age used is attained age of
   the insured on the effective date of the increase in face amount.  Smkr.
   includes increased face amounts with premium class "Smoker" or
   "Smoker Special"; Nsmkr. includes increased face amounts with premium
   class "Nonsmoker" or "Nonsmoker Special".  Std. includes increased face
   amounts with premium class "Standard" or "Standard Special".

** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the Total Face Amount after a Requested Increase.

Please note:  A COLA increase alone will not trigger a change to the
              next higher band.
</TABLE>



<PAGE>

                        SCHEDULE OF COMMISSION RATES
                                  EXHIBIT I



               VII.  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

            E. Cost of Living Increase Commissions per $1,000* of
                          Increase in Face Amount

              2. Highest Total Face Amount** More Than $249,999

<TABLE>
             Male         Female                Male           Female
          Std./          Std./                Std./           Std./
  Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
  <S>   <C>    <C>     <C>    <C>     <C>  <C>     <C>     <C>      <C>
   0    0.48           0.36           41    2.04    1.44    1.32    0.96
   1    0.48           0.36           42    2.16    1.44    1.32    0.96
   2    0.48           0.36           43    2.28    1.56    1.44    1.08
   3    0.48           0.36           44    2.40    1.68    1.44    1.08
   4    0.48           0.36           45    2.64    1.80    1.56    1.20
   5    0.48           0.36           46    2.76    1.92    1.68    1.20
   6    0.60           0.36           47    2.88    2.04    1.68    1.32
   7    0.60           0.36           48    3.12    2.16    1.80    1.44
   8    0.60           0.36           49    3.36    2.40    1.92    1.44
   9    0.60           0.36           50    3.48    2.52    2.04    1.56
  10    0.60           0.36           51    3.72    2.64    2.16    1.68
  11    0.60           0.36           52    3.96    2.76    2.16    1.80
  12    0.72           0.48           53    4.20    3.12    2.40    1.92
  13    0.72           0.48           54    4.32    3.24    2.40    2.04
  14    0.72           0.48           55    4.68    3.48    2.64    2.16
  15    0.72           0.48           56    4.92    3.72    2.76    2.28
  16    0.72           0.48           57    5.28    3.96    2.88    2.40
  17    0.84           0.48           58    5.52    4.20    3.00    2.52
  18    0.84           0.60           59    5.88    4.56    3.24    2.76
  19    0.84           0.60           60    6.24    4.80    3.36    2.88
  20    0.84   0.60    0.60   0.48    61    6.60    5.28    3.60    3.12
  21    0.96   0.60    0.60   0.48    62    6.96    5.52    3.84    3.24
  22    0.96   0.60    0.60   0.48    63    7.32    5.76    3.96    3.48
  23    0.96   0.60    0.60   0.48    64    7.80    6.24    4.32    3.72
  24    0.96   0.72    0.72   0.48    65    8.16    6.60    4.56    3.96
  25    1.08   0.72    0.72   0.48    66    8.64    6.96    4.68    4.20
  26    1.08   0.72    0.72   0.60    67    9.24    7.56    5.16    4.56
  27    1.08   0.72    0.72   0.60    68    9.72    7.92    5.40    4.80
  28    1.20   0.72    0.72   0.60    69   10.20    8.40    5.64    5.04
  29    1.20   0.84    0.84   0.60    70   10.92    9.12    6.12    5.52
  30    1.32   0.84    0.84   0.60    71   11.52    9.60    6.48    5.88
  31    1.32   0.84    0.84   0.60    72   12.12   10.20    6.72    6.12
  32    1.32   0.96    0.84   0.60    73   12.96   11.04    7.44    6.84
  33    1.44   0.96    0.96   0.72    74   13.56   11.64    7.80    7.20
  34    1.44   0.96    0.96   0.72    75   14.28   12.24    8.16    7.56
  35    1.56   1.08    0.96   0.72    76   15.00   12.96    8.64    8.04
  36    1.56   1.08    1.08   0.72    77   15.60   13.56    9.12    8.52
  37    1.68   1.08    1.08   0.84    78   16.32   14.28    9.60    8.88
  38    1.80   1.20    1.08   0.84    79   17.04   15.00   10.08    9.36
  39    1.80   1.20    1.20   0.84    80   17.88   15.72   10.56    9.96
  40    1.92   1.32    1.20   0.96


*  One-twelfth of the Cost of Living Increase Commission on the portion of
   the increase remaining in force each month is paid monthly for one year
   after the effective date of the increase.  Age used is attained age of
   the insured on the effective date of the increase in face amount.  Smkr.
   includes increased face amounts with premium class "Smoker" or
   "Smoker Special"; Nsmkr. includes increased face amounts with premium
   class "Nonsmoker" or "Nonsmoker Special".  Std. includes increased face
   amounts with premium class "Standard" or "Standard Special".

** The Highest Total Face Amount is the greater of  1) the Initial Face
   Amount or  2) the Total Face Amount after a Requested Increase.

Please note:  A COLA increase alone will not trigger a change to the
              next higher band.
</TABLE>




<PAGE>
                     SCHEDULE OF COMMISSION RATES
                                EXHIBIT I
             VII.  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
           F.  Riders Increased/Issued After Basic Contract
    Spouse Insurance Benefit Commissions per $1,000* of Face Amount

<TABLE>
             Male         Female                Male           Female
          Std./          Std./                Std./           Std./
  Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age   Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
  <S>  <C>     <C>     <C>    <C>     <C>  <C>     <C>     <C>     <C>
  16    2.52           1.56           49   11.16    7.68    5.88    4.56
  17    2.64           1.56           50   11.64    8.04    6.12    4.80
  18    2.76           1.68           51   12.60    8.76    6.48    5.16
  19    2.76           1.68           52   13.20    9.24    6.72    5.40
  20    2.88   1.92    1.80   1.32    53   14.16   10.08    7.08    5.76
  21    3.00   1.92    1.80   1.44    54   14.16   10.20    7.08    5.76
  22    3.00   2.04    1.92   1.44    55   15.24   11.04    7.56    6.12
  23    3.12   2.04    1.92   1.44    56   15.96   11.64    7.80    6.48
  24    3.24   2.16    1.92   1.56    57   17.28   12.72    8.28    6.96
  25    3.36   2.16    2.04   1.56    58   18.00   13.32    8.64    7.20
  26    3.48   2.28    2.16   1.68    59   19.44   14.64    9.12    7.68
  27    3.60   2.40    2.16   1.68    60   20.28   15.36    9.48    8.16
  28    3.72   2.40    2.28   1.80    61   20.28   15.48    9.48    8.16
  29    3.84   2.52    2.40   1.80    62   21.72   16.80   10.20    8.88
  30    4.08   2.64    2.52   1.92    63   21.72   16.80   10.20    8.88
  31    4.20   2.76    2.64   1.92    64   22.68   17.76   10.68    9.36
  32    4.44   2.88    2.76   2.04    65   24.36   19.20   11.52   10.20
  33    4.56   2.88    2.88   2.04    66   24.96   19.80   11.76   10.44
  34    4.68   3.00    2.88   2.16    67   26.04   20.76   12.36   11.04
  35    4.92   3.12    3.00   2.28    68   27.36   22.08   12.96   11.76
  36    5.16   3.36    3.12   2.28    69   27.24   22.08   12.96   11.76
  37    5.40   3.48    3.24   2.40    70   27.72   22.56   13.32   12.12
  38    5.64   3.60    3.36   2.52    71   28.20   23.28   13.68   12.48
  39    6.00   3.84    3.60   2.76    72   27.84   23.04   13.68   12.48
  40    6.36   4.08    3.72   2.88    73   27.36   22.80   13.56   12.48
  41    6.84   4.56    3.96   3.00    74   27.60   23.28   13.92   12.84
  42    7.08   4.68    4.08   3.12    75   28.68   24.48   14.64   13.68
  43    7.68   5.16    4.32   3.36    76   28.32   24.36   14.64   13.80
  44    8.04   5.40    4.56   3.48    77   27.84   24.00   14.64   13.80
  45    8.64   5.76    4.80   3.72    78   27.24   23.52   14.52   13.68
  46    9.12   6.12    5.04   3.84    79   27.12   23.52   14.52   13.68
  47    9.84   6.60    5.28   4.08    80   26.16   22.92   14.40   13.56
  48   10.32   6.96    5.52   4.32

*  One-twelfth of the Spouse Insurance Benefit Commission on the portion of
   the rider face amount remaining in force each month is paid monthly for
   one year after the effective date on increases in face amount of the
   rider and on riders issued after the basic contract.  Age used is issue
   age of the spouse or, for increases in face amount, attained age of the
   spouse on the effective date of the increase.  Smkr. includes riders with
   face amounts/increased face amounts having premium class "Smoker" or
   "Smoker Special"; Nsmkr. includes riders with face amounts/increased face
   amounts having premium class "Nonsmoker" or "Nonsmoker Special".  Std.
   includes riders with face amounts/increased face amounts having premium
   class "Standard" or "Standard Special".

         CHILD INSURANCE BENEFIT COMMISSION PER $1,000 OF FACE AMOUNT
           Commission is $2.76 per $1,000.  One-twelfth of
                    the commission is paid monthly.
</TABLE>




<PAGE>



                            SCHEDULE OF COMMISSION RATES
                                      EXHIBIT I


VIII. ANNUITY CONTRACTS


      A. SINGLE PREMIUM ANNUITY CONTRACTS
                                                    First Year     Renewal
                                                    Commission   Commissions
                                                    ----------   -----------
         1. Single Premium Immediate Annuity

            a. Life Annuity                            2.50%        None

            b. Fixed Period Installment Annuity

                          Tier One
                          (Fixed period: 5-9 yrs.)     1.00%        None

                          Tier Two
                          (Fixed period: 10-14 yrs.)   1.75         None

                          Tier Three  (Fixed
                           period: 15 or more yrs.)    2.50         None


         2. Single Premium Deferred Annuity            3.00%        None


         The commission is a percentage of the single premium paid and
         credited to the contract.


      B. FLEXIBLE PREMIUM DEFERRED ANNUITY '89 CONTRACTS

         VARIABLE ANNUITY CONTRACTS

         Qualified (other than TSA) and Non-qualified

            CONTRACT YEAR 1                     SUCCEEDING YEARS
            ===============                     ================

              First Year                           Service
              Commission                          Commission
              ----------                          ----------
                  3%                                  3%

         The commission is a percentage of all premium paid and credited to
         the contract whenever paid and credited.


      C. FLEXIBLE PREMIUM DEFERRED ANNUITY CONTRACTS  --  TSA QUALIFIED

         PRE-FPA '89 QUALIFIED


         1. On Rollover Premium

            3% of any premiums paid to and credited by the Society which are
            transfers of distribution from other tax-qualified plans
            (Rollover Premium).


         2. On premiums not in excess of the Stipulated Annual Premium or
            the premium paid during the first contract year, whichever is
            less (excluding Rollover Premium).

                   CONTRACT YEAR 1         SUCCEEDING YEARS
                   ===============  ==============================

                        1st Year        Renewal         Service
              Age*     Commission      Commission      Commission
              ---      -----------     ----------      ----------
             0-59           6       Continuous at 1%       1%
            60 and up       3       Continuous at 1%       1%


         3. On premiums in excess of the Stipulated Annual Premium or the
            premium paid in the first contract year, whichever is less
            (excluding Rollover Premium).

                         CONTRACT YEAR 1            SUCCEEDING YEARS
                     ========================   =========================

                                                               Special
                       Renewal      Service      Service       Service
             Age*     Commission   Commission   Commission   Commission**
             ---      ----------   ----------   ----------   ----------
             0-59         1%           1%           2%           6%
            60 and up     1            1            2            3


      D. FLEXIBLE PREMIUM DEFERRED ANNUITY CONTRACTS  --  NONQUALIFIED
                                                          (PRE-FPA '89)


         1. On premiums not in excess of the Stipulated Annual Premium or
            the premium paid during the first contract year, whichever is
            less.

                           CONTRACT YEAR 1        SUCCEEDING YEARS
                           ===============        ================

                               1st Year                Service
              Age*            Commission              Commission
              ---             ----------              ----------
             0-59                 3%                      3%
            60 and up             3                       2


         2. On premiums in excess of the Stipulated Annual Premium or the
            premium paid in the first contract year, whichever is less.

                      CONTRACT YEAR 1         SUCCEEDING YEARS
                      ===============  ===============================

                          Service        Service      Special Service
              Age*       Commission     Commission      Commission**
              ---        ----------     ----------      ----------
              0-59           3%             3%              3%
             60 and up       2              2%              3%


      *    Age of annuitant on contract anniversary prior to date of premium
           payment for Service Commission.  Age at issue for Renewal
           Commission and 1st year Commission.

      **   Paid in lieu of any other Service Commission on premium paid to
           and credited by the Society in a renewal contract year in excess
           of the highest total premium paid in any prior contract year.
           The total premium paid in the first contract year is the lesser
           of the Stipulated Annual Premium and the premiums paid in that
           year.  Rollover premium is excluded from consideration in all
           contract years.



<PAGE>



                            SCHEDULE OF COMMISSION RATES
                                      EXHIBIT I


IX.   HEALTH INSURANCE

      Commissions are a percentage of the premium due and payable on the
      coverage during each year (excluding any extra premium paid for
      aviation or temporary extra premium).


      A. Health Contracts

         Disability Income and BOE (1988 Series)

                                               1st - 4th    Continuous
         Level Premium                 First    Renewal      Renewals
         Contracts:  DI/BOE             Year   Commission   Thereafter
         ------------------             ----   ----------   ----------
         Noncancellable - DI/BOE
           Occ Classes 4A, 5A            50        10           3
           Occ Classes 1A*, 2A, 3A       45         8           3

         Guaranteed Renewable - DI/BOE
           Occ Classes 4A, 5A            45        10           3
           Occ Classes 1A*, 2A, 3A       40         8           3

        *BOE available for Occ. Class 2A through 5A only.


                                       Renewal               Continuous
         Step Rate             First  Commission  Commission  Renewals
         Contracts:  DI        Year   Until Step   At Step   Thereafter
         --------------        ----   ----------   -------   ----------

         Noncancellable-
           All Classes          45         3         35**         3

         Guaranteed Renewable-
           All Classes          40         3         35**         3


      ** The commission at the step and the renewal commissions thereafter
         are paid to the DR assigned at the time of the step.



<PAGE>






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<PAGE>






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<PAGE>

                            SCHEDULE OF COMMISSION RATES
                                      EXHIBIT I

IX.      HEALTH INSURANCE

         Surrender Value:
         Combined DI Contract and SV Rider
         ---------------------------------

         Commissions for the SV product are calculated using Level Premium
         Commission rates for the base contract and at least a 3% commission
         rate for the surrender value rider.  Blended commission rates are
         listed below.

<TABLE>
                      Occ. Class 4A,5A            Occ. Class 1A,2A,3A
                      ================            ===================
                                    1st-4th                      1st-4th
                    First Year      Renewal      First Year      Renewal
                    ----------      -------      ----------      -------
      Issue
       Age         NC        GR      NC&GR      NC        GR      NC&GR
       ---         --        --      -----      --        --      -----
      <S>          <C>       <C>     <C>        <C>       <C>     <C>
      18-26        37        33        8        33        30        7
       27          36        33        8        33        29        7
       28          36        32        8        32        29        7
       29          35        32        8        32        28        7
       30          35        31        8        31        28        7
       31          34        31        8        31        28        7
       32          34        31        8        31        27        7
       33          34        30        8        30        27        7
       34          33        30        8        30        27        7
       35          33        30        8        30        27        7
       36          32        29        8        29        26        7
       37          32        29        8        29        26        6
       38          31        28        8        28        25        6
       39          31        28        8        28        25        6
       40          30        27        7        27        24        6
       41          29        27        7        27        24        6
       42          28        26        7        26        23        6
       43          28        25        7        25        23        6
       44          27        24        7        24        22        6
       45          26        23        7        23        21        6
       46          25        23        7        23        20        6
       47          24        22        6        22        20        6
       48          23        21        6        21        19        6
       49          22        20        6        20        18        5
       50          21        19        6        19        17        5
       51          20        18        6        18        16        5
       52          19        17        6        17        16        5
       53          18        17        6        17        15        5
       54          17        16        6        16        14        5
       55          17        15        5        15        14        5

       Renewals thereafter are continuous at 3%.

       NC = Noncancellable Disability Income
       GR = Guaranteed Renewable Disability Income
       SV = Surrender Value
</TABLE>


<PAGE>


                            SCHEDULE OF COMMISSION RATES
                                      EXHIBIT I


IX.   HEALTH INSURANCE

                             CONTRACT YEAR 1                 RENEWAL YEARS
                             ===============   =============================

                                                               Continuous***
                                                   1st            Renewal
                               First Year        Renewal        Commissions
                               Commission       Commission      Thereafter
                               ----------       ----------      -----------

Disability Income (1980 Series)
   Noncancellable -
      Occ. Classes 4A,5A           50%             l7%              5%
      Occ. Classes 3A,2A           45              17               5
   Guaranteed Renewable
      Occ. Classes 2A,1A           40              10               4

Business Overhead (1980 Series)    45              17               5

Long Term Care (1992 Series)*      35**             5               3

Long Term Care (1990 Series)*      35**             5               5***

Long Term Care (1987 Series)       35               5               5***

Family Hospital
   Issue Ages 60 and Under         40              10               4
   Issue Age 61                    35              10               4
   Issue Age 62                    30              10               4
   Issue Age 63                    25              10               4
   Issue Age 64                    20              10               4

MagniMed
   Issue Ages 60 and Under         15             None              7
   Issue Age 61                    13             None              7
   Issue Age 62                    11             None              7
   Issue Age 63                     9             None              7
   Issue Age 64                     7             None              7

MagniMed ElectaCare
   Issue Ages 60 and Under         20             None              5
   Issue Age 61                    18             None              5
   Issue Age 62                    15             None              5
   Issue Age 63                    12             None              5
   Issue Age 64                     9             None              5

InterMed                           15             None             None
InterMed ElectaCare                15             None             None
SuppliMed - 83 Series              15             None              5
SupliMed, SuppliMed Plus,
   and SuppliMed Premiere          20             None              3


*    State variations are given in the Amendment section at the end of
     this Schedule.


**   The Long Term Care (1992 and 1990 Series) First Year Commission Rate
     for issue ages higher than 70 reduces 1% per year until it reaches 21%
     at issue age 84.  (The first year commission percent = 35-(Issue
     Age - 70) for issue ages higher than 70.)


***  Exception:  Renewal commissions for Long Term Care (1987 and 1990
     Series) are paid through renewal year 4; zero thereafter.


      B. Health Insurance Riders

         The First Year, Renewal and Service Commission rates for any Health
         Insurance riders, except the Maternity Benefit rider, attached to a
         Health Insurance contract will be the same as the corresponding
         commission rates for the Health Insurance contract.  No commission
         is paid on the Maternity Benefit rider.



<PAGE>


                            SCHEDULE OF COMMISSION RATES
                                      EXHIBIT I


X.    SUPPLEMENTAL BENEFITS

      Commission rates for supplemental benefits issued with the basic
      contract will be the same as the corresponding commission rates for
      the basic contract.

      Commission rates for supplemental benefits issued after the basic
      contract will be determined by the Society.



XI.   SETTLEMENT OPTIONS

      The commission is a percentage of the proceeds applied under one of
      the following Income Settlement Options.


                                                                  First Year
                                                                  Commission
                                                                  ----------

      A. Current Life Income Settlement Options                      2.50%


      B. Non-withdrawable Fixed Period Settlement Options

         Tier One (Fixed period:  5 through 9 yrs.)                  1.00%

         Tier Two (Fixed period:  10 through 14 yrs.)                1.75

         Tier Three (Fixed period:  15 or more yrs.)                 2.50


      No commission is payable on amounts left on Deposit or on amounts
      applied under withdrawable Fixed Amount or Fixed Period Settlement
      Options.


<PAGE>
                         SCHEDULE OF COMMISSION RATES
                                  EXHIBIT IA

                                TARGET PREMIUMS

           I.  FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE  -  SERIES II

      A. Basic Contract* - Highest Total Face Amount** Less Than $250,000

<TABLE>
    Issue     Male         Female      Issue     Male           Female
     Age   Smkr.  Nsmkr. Smkr.  Nsmkr.  Age  Smkr.   Nsmkr.   Smkr.   Nsmkr.
============================================================================
    <S>    <C>    <C>    <C>    <C>    <C>   <C>     <C>     <C>     <C>
      0    3.00          3.00           38    9.60    7.80    7.56    6.60
      1    3.00          3.00           39   10.20    8.16    8.04    7.08
      2    3.00          3.00           40   10.80    8.64    8.52    7.44
      3    3.00          3.00           41   11.76    9.24    9.24    7.80
      4    3.00          3.00           42   12.84    9.84    9.84    8.28
      5    3.00          3.00           43   13.80   10.56   10.56    8.64
      6    3.00          3.00           44   14.88   11.16   11.16    9.12
      7    3.00          3.00           45   15.84   11.76   11.88    9.48
      8    3.00          3.00           46   17.04   12.60   12.72   10.08
      9    3.00          3.00           47   18.36   13.44   13.56   10.68
     10    3.00          3.00           48   19.56   14.40   14.28   11.40
     11    3.12          3.00           49   20.88   15.24   15.12   12.00
     12    3.24          3.00           50   22.08   16.08   15.96   12.60
     13    3.24          3.12           51   23.76   17.40   17.16   13.56
     14    3.36          3.12           52   25.44   18.72   18.36   14.52
     15    3.48          3.12           53   27.24   19.92   19.56   15.60
     16    3.72          3.12           54   28.92   21.24   20.76   16.56
     17    3.84          3.24           55   30.60   22.56   21.96   17.52
     18    4.08          3.24           56   32.76   24.36   23.52   18.96
     19    4.20          3.36           57   34.92   26.28   25.20   20.28
     20    4.44   3.96   3.36   3.00    58   37.50   28.08   26.76   21.72
     21    4.56   4.08   3.48   3.12    59   39.36   30.00   28.44   23.04
     22    4.80   4.20   3.72   3.36    60   41.52   31.80   30.00   24.48
     23    4.92   4.44   3.84   3.48    61   43.92   34.20   32.28   26.88
     24    5.16   4.56   4.08   3.72    62   46.32   36.60   34.68   29.16
     25    5.28   4.68   4.20   3.84    63   48.84   39.00   36.96   31.56
     26    5.52   4.80   4.32   3.96    64   51.24   41.40   39.36   33.84
     27    5.76   5.04   4.44   4.08    65   53.64   43.80   41.64   36.24
     28    5.88   5.16   4.68   4.20    66   56.76   47.16   44.04   38.76
     29    6.12   5.40   4.80   4.32    67   59.76   50.52   46.32   41.28
     30    6.36   5.52   4.92   4.44    68   62.88   53.88   48.72   43.68
     31    6.60   5.76   5.16   4.68    69   65.88   57.24   51.00   46.20
     32    6.84   5.88   5.40   4.80    70   69.00   60.60   53.40   48.72
     33    7.20   6.12   5.52   5.04    71   73.20   64.92   56.40   51.84
     34    7.44   6.24   5.76   5.16    72   77.40   69.36   59.40   55.08
     35    7.68   6.48   6.00   5.40    73   81.60   73.68   62.52   58.20
     36    8.28   6.96   6.48   5.76    74   85.80   78.12   65.52   61.44
     37    8.88   7.32   6.96   6.24    75   90.00   82.44   68.52   64.56

*    Smkr. includes premium class "Smoker" and "Smoker Special"; Nsmkr.
     includes premium class "Nonsmoker" and "Nonsmoker Special".

**   The Highest Total Face Amount is the greater of  1) the Initial Face
     Amount or  2) the Total Face Amount after a requested increase.

Add $31.56 per contract to cover the monthly expense.
</TABLE>




<PAGE>
                         SCHEDULE OF COMMISSION RATES
                                  EXHIBIT IA

                                TARGET PREMIUMS

           I.  FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE  -  SERIES II

      B. Basic Contract* - Highest Total Face Amount** More Than $249,999

<TABLE>
    Issue     Male         Female      Issue     Male           Female
     Age   Smkr.  Nsmkr. Smkr.  Nsmkr.  Age  Smkr.   Nsmkr.   Smkr.   Nsmkr.
============================================================================
    <S>   <C>     <C>    <C>    <C>    <C>   <C>     <C>     <C>     <C>
     16    2.88          2.40           46   13.20    9.72    9.84    7.80
     17    3.00          2.52           47   14.16   10.44   10.44    8.28
     18    3.24          2.52           48   15.12   11.16   11.04    8.88
     19    3.24          2.64           49   16.08   11.76   11.64    9.24
     20    3.48   3.12   2.64   2.40    50   17.04   12.48   12.36    9.72
     21    3.60   3.24   2.76   2.40    51   18.36   13.44   13.20   10.44
     22    3.72   3.24   2.88   2.64    52   19.68   14.40   14.16   11.28
     23    3.84   3.48   3.00   2.76    53   21.00   15.36   15.12   12.00
     24    4.08   3.60   3.24   2.88    54   22.32   16.44   16.08   12.84
     25    4.08   3.60   3.24   3.00    55   23.64   17.40   16.92   13.56
     26    4.32   3.72   3.36   3.12    56   25.32   18.84   18.12   14.64
     27    4.44   3.96   3.48   3.24    57   27.00   20.28   19.44   15.72
     28    4.56   4.08   3.60   3.24    58   28.68   21.72   20.64   16.80
     29    4.80   4.20   3.72   3.36    59   30.36   23.16   21.96   17.76
     30    4.92   4.32   3.84   3.48    60   32.04   24.60   23.16   18.96
     31    5.16   4.44   4.08   3.60    61   33.96   26.40   24.96   20.76
     32    5.28   4.56   4.20   3.72    62   35.76   28.32   26.88   22.56
     33    5.64   4.80   4.32   3.96    63   37.80   30.24   28.56   24.48
     34    5.76   4.80   4.44   4.08    64   39.36   31.80   30.24   26.04
     35    6.00   5.04   4.68   4.20    65   41.52   33.96   32.28   28.08
     36    6.48   5.40   5.04   4.44    66   43.68   36.24   33.84   29.88
     37    6.84   5.64   5.40   4.80    67   45.96   38.88   35.64   31.80
     38    7.44   6.00   5.88   5.16    68   48.84   41.76   37.80   33.96
     39    7.92   6.36   6.24   5.52    69   50.28   43.80   39.00   35.28
     40    8.40   6.72   6.60   5.76    70   52.68   46.32   40.80   37.20
     41    9.12   7.20   7.20   6.00    71   57.00   50.52   43.92   40.32
     42    9.96   7.68   7.68   6.48    72   59.28   53.04   45.48   42.12
     43   10.68   8.16   8.16   6.72    73   62.52   56.52   47.88   44.64
     44   11.52   8.64   8.64   7.08    74   65.88   60.00   50.28   47.16
     45   12.24   9.12   9.24   7.32    75   69.12   63.36   52.68   49.68

*    Smkr. includes premium class "Smoker" and "Smoker Special"; Nsmkr.
     includes premium class "Nonsmoker" and "Nonsmoker Special".

**   The Highest Total Face Amount is the greater of  1) the Initial Face
     Amount or  2) the Total Face Amount after a requested increase.

Add $31.56 per contract to cover the monthly expense.
</TABLE>


<PAGE>
                         SCHEDULE OF COMMISSION RATES
                                  EXHIBIT IA

                               TARGET PREMIUMS

              II. FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE
                     SERIES III, IV AND JUVENILE-ISSUE

            A. Basic Contract* - Highest Total Face Amount** of
                                 Series III and IV Less Than $250,000

            (No limit on face amount of Juvenile-Issue Contract)

<TABLE>
   Issue      Male         Female      Issue     Male           Female
    Age   Smkr.  Nsmkr.  Smkr.  Nsmkr.  Age  Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
   <S>   <C>     <C>     <C>    <C>    <C>  <C>     <C>      <C>     <C>
     0    2.52            2.52          41   11.76    9.24    9.24    7.80
     1    2.52            2.52          42   12.72    9.84    9.84    8.28
     2    2.52            2.52          43   13.68   10.56   10.56    8.64
     3    2.52            2.52          44   14.88   11.16   11.16    9.12
     4    2.52            2.52          45   15.84   11.76   11.88    9.48
     5    2.52            2.52          46   17.04   12.60   12.72   10.08
     6    2.52            2.52          47   18.12   13.44   13.56   10.68
     7    2.52            2.52          48   19.20   14.40   14.28   11.40
     8    2.52            2.52          49   20.40   15.24   15.12   12.00
     9    2.52            2.52          50   21.72   16.08   15.96   12.60
    10    2.52            2.52          51   23.28   17.04   17.16   13.56
    11    2.64            2.52          52   24.96   18.00   18.36   14.52
    12    2.76            2.52          53   26.76   19.20   19.56   15.60
    13    2.88            2.64          54   28.92   20.40   20.76   16.56
    14    3.12            2.76          55   30.60   21.84   21.96   17.52
    15    3.36            2.88          56   32.76   23.40   23.52   18.96
    16    3.60            3.00          57   34.92   25.08   25.20   20.28
    17    3.84            3.12          58   37.20   27.12   26.76   21.72
    18    4.08            3.24          59   39.36   29.28   28.44   23.04
    19    4.20            3.36          60   41.52   31.80   30.00   24.48
    20    4.44    3.96    3.36   3.00   61   43.92   34.20   32.28   26.88
    21    4.56    4.08    3.48   3.12   62   46.32   36.60   34.68   29.16
    22    4.80    4.20    3.72   3.36   63   48.84   39.00   36.96   31.56
    23    4.92    4.44    3.84   3.48   64   51.24   41.40   39.36   33.84
    24    5.16    4.56    4.08   3.72   65   53.64   43.80   41.64   36.24
    25    5.28    4.68    4.20   3.84   66   56.76   47.16   44.04   38.76
    26    5.52    4.80    4.32   3.96   67   59.76   50.52   46.32   41.28
    27    5.76    5.04    4.44   4.08   68   62.88   53.88   48.72   43.68
    28    5.88    5.16    4.68   4.20   69   65.88   57.24   51.00   46.20
    29    6.12    5.40    4.80   4.32   70   69.00   60.60   53.40   48.72
    30    6.36    5.52    4.92   4.44   71   73.20   64.92   56.40   51.84
    31    6.60    5.76    5.16   4.68   72   77.40   69.36   59.40   55.08
    32    6.84    5.88    5.40   4.80   73   81.60   73.68   62.52   58.20
    33    7.20    6.12    5.52   5.04   74   85.80   78.12   65.52   61.44
    34    7.44    6.24    5.76   5.16   75   90.00   82.44   68.52   64.56
    35    7.68    6.48    6.00   5.40   76   94.20   86.88   71.64   67.80
    36    8.28    6.96    6.48   5.76   77   98.40   91.20   74.64   70.92
    37    8.88    7.32    6.96   6.24   78  102.60   95.64   77.64   74.16
    38    9.60    7.80    7.56   6.60   79  106.80   99.96   80.64   77.28
    39   10.20    8.16    8.04   7.08   80  111.00  104.28   83.64   80.40
    40   10.80    8.64    8.52   7.44


*    Smkr. includes premium class "Smoker" and "Smoker Special"; Nsmkr.
     includes premium class "Nonsmoker" and "Nonsmoker Special".

**   The Highest Total Face Amount is the greater of  1) the Initial Face
     Amount or  2) the Total Face Amount after a requested increase.

Add $22.08 per Juvenile-Issue contract and $28.32 per "Series III or IV"
contract to cover the monthly administrative charge.

</TABLE>

<PAGE>
                           SCHEDULE OF COMMISSION RATES
                                    EXHIBIT IA

                                 TARGET PREMIUMS

                 II. FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE
                                SERIES III AND IV

            B. Basic Contract* - Highest Total Face Amount** More
                                 Than $249,999 and Less Than $500,000

<TABLE>
   Issue      Male          Female     Issue     Male           Female
    Age   Smkr.   Nsmkr.  Smkr. Nsmkr.  Age  Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
   <S>   <C>     <C>     <C>    <C>    <C>   <C>     <C>     <C>     <C>
    20    3.48    3.12    2.64   2.40   51   18.00   13.32   13.20   10.44
    21    3.60    3.24    2.76   2.40   52   19.32   14.04   14.16   11.28
    22    3.72    3.24    2.88   2.64   53   20.76   14.88   15.12   12.00
    23    3.84    3.48    3.00   2.76   54   22.20   15.84   16.08   12.84
    24    4.08    3.60    3.24   2.88   55   23.64   16.92   16.92   13.56
    25    4.08    3.60    3.24   3.00   56   25.32   18.24   18.12   14.64
    26    4.32    3.72    3.36   3.12   57   27.00   20.28   19.44   15.72
    27    4.44    3.96    3.48   3.24   58   28.68   21.72   20.64   16.80
    28    4.56    4.08    3.60   3.24   59   30.36   22.92   21.96   17.76
    29    4.80    4.20    3.72   3.36   60   32.04   24.60   23.16   18.96
    30    4.92    4.32    3.84   3.48   61   33.96   26.40   24.96   20.76
    31    5.16    4.44    4.08   3.60   62   35.76   28.32   26.88   22.56
    32    5.28    4.56    4.20   3.72   63   37.80   30.24   28.56   24.48
    33    5.64    4.80    4.32   3.96   64   39.36   31.80   30.24   26.04
    34    5.76    4.80    4.44   4.08   65   41.52   33.96   32.28   28.08
    35    6.00    5.04    4.68   4.20   66   43.68   36.24   33.84   29.88
    36    6.48    5.40    5.04   4.44   67   45.96   38.88   35.64   31.80
    37    6.84    5.64    5.40   4.80   68   48.84   41.76   37.80   33.96
    38    7.44    6.00    5.88   5.16   69   50.28   43.80   39.00   35.28
    39    7.92    6.36    6.24   5.52   70   52.68   46.32   40.80   37.20
    40    8.40    6.72    6.60   5.76   71   57.00   50.52   43.92   40.32
    41    9.12    7.20    7.20   6.00   72   59.28   53.04   45.48   42.12
    42    9.96    7.68    7.68   6.48   73   62.52   56.52   47.88   44.64
    43   10.68    8.16    8.16   6.72   74   65.88   60.00   50.28   47.16
    44   11.52    8.64    8.64   7.08   75   69.12   63.36   52.68   49.68
    45   12.24    9.12    9.24   7.32   76   72.48   66.84   55.08   52.20
    46   13.08    9.72    9.84   7.80   77   75.72   70.20   57.48   54.72
    47   13.92   10.44   10.44   8.28   78   79.08   73.68   59.88   57.24
    48   14.88   11.16   11.04   8.88   79   82.32   77.04   62.28   59.76
    49   15.84   11.76   11.64   9.24   80   85.56   80.40   64.56   62.16
    50   16.80   12.48   12.36   9.72


*    Smkr. includes premium class "Smoker" and "Smoker Special"; Nsmkr.
     includes premium class "Nonsmoker" and "Nonsmoker Special".

**   The Highest Total Face Amount is the greater of  1) the Initial Face
     Amount or  2) the Total Face Amount after a requested increase.

Add $28.32 per contract to cover the monthly administrative charge.

</TABLE>


<PAGE>

                           SCHEDULE OF COMMISSION RATES
                                     EXHIBIT IA

                                  TARGET PREMIUMS

                 II. FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE
                                 SERIES III AND IV

      C. Basic Contract* - Highest Total Face Amount** More Than $499,999

<TABLE>
   Issue      Male          Female     Issue     Male           Female
    Age   Smkr.   Nsmkr.  Smkr. Nsmkr.  Age  Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
   <S>   <C>      <C>     <C>   <C>    <C>   <C>     <C>     <C>     <C>
    20    2.64    2.16    1.80   1.56   51   12.24    9.00    9.00    7.08
    21    2.64    2.28    1.92   1.68   52   13.20    9.60    9.60    7.68
    22    2.64    2.40    2.04   1.80   53   14.16   10.20   10.20    8.16
    23    2.64    2.40    2.16   1.92   54   15.24   10.92   10.92    8.76
    24    2.76    2.52    2.28   2.04   55   16.32   11.64   11.64    9.36
    25    2.76    2.52    2.28   2.04   56   17.52   12.60   12.48   10.08
    26    2.88    2.64    2.40   2.16   57   18.72   13.68   13.32   10.80
    27    3.00    2.76    2.52   2.28   58   20.04   14.88   14.28   11.52
    28    3.12    2.76    2.52   2.28   59   21.36   16.08   15.36   12.36
    29    3.24    2.88    2.64   2.40   60   22.56   17.28   16.32   13.32
    30    3.36    2.88    2.64   2.40   61   23.88   18.60   17.52   14.52
    31    3.48    3.00    2.76   2.52   62   25.20   19.80   18.84   15.84
    32    3.60    3.12    2.88   2.64   63   26.52   21.12   20.16   17.16
    33    3.72    3.12    2.88   2.64   64   27.96   22.56   21.48   18.60
    34    3.96    3.24    3.00   2.76   65   29.40   24.00   22.80   19.92
    35    4.08    3.36    3.12   2.88   66   30.96   25.68   24.12   21.24
    36    4.32    3.60    3.36   3.12   67   32.40   27.36   25.20   22.56
    37    4.68    3.84    3.60   3.36   68   34.08   29.28   26.52   23.88
    38    4.92    4.08    3.84   3.60   69   36.00   31.20   27.96   25.32
    39    5.28    4.32    4.20   3.84   70   38.16   33.60   29.52   27.00
    40    5.64    4.56    4.44   3.96   71   40.68   36.24   31.44   28.92
    41    6.12    4.92    4.80   4.20   72   43.56   39.24   33.48   31.08
    42    6.60    5.16    5.16   4.32   73   46.80   42.48   35.88   33.48
    43    7.20    5.52    5.52   4.56   74   50.52   46.20   38.64   36.24
    44    7.80    5.76    6.00   4.80   75   54.72   50.16   41.64   39.24
    45    8.28    6.12    6.24   4.92   76   58.08   53.52   44.16   41.76
    46    8.88    6.60    6.72   5.28   77   61.44   56.88   46.56   44.16
    47    9.36    6.96    7.08   5.52   78   64.68   60.12   48.96   46.68
    48    9.96    7.44    7.44   5.88   79   68.04   63.48   51.36   49.08
    49   10.56    7.92    7.92   6.24   80   71.28   66.72   53.76   51.48
    50   11.28    8.40    8.40   6.60


*    Smkr. includes premium class "Smoker" and "Smoker Special"; Nsmkr.
     includes premium class "Nonsmoker" and "Nonsmoker Special".

**   The Highest Total Face Amount is the greater of  1) the Initial Face
     Amount or  2) the Total Face Amount after a requested increase.

Add $28.32 per contract to cover the monthly administrative charge.

</TABLE>


<PAGE>

                           SCHEDULE OF COMMISSION RATES
                                     EXHIBIT IA

                                  TARGET PREMIUMS

III.  RIDERS AND SUPPLEMENTAL BENEFITS

      Target Premium equals the annual cost of the rider or supplemental
      benefit divided by 0.95.



IV.   SPECIAL CLASS

      Target Premium for a special class table rating equals the extra
      annual cost for the table rating divided by 0.95.

      Premiums paid for aviation coverage and temporary extra premiums are
      not commissionable.




<PAGE>

                                  EXHIBIT IA

                        SCHEDULE OF COMMISSION RATES

            V.    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE RIDERS

                               TARGET PREMIUMS

A. SPOUSE RIDER

<TABLE>
              Male          Female                Male           Female
   Issue  Std./           Std./        Issue Std./           Std./
    Age   Smkr.   Nsmkr.  Smkr. Nsmkr.  Age  Smkr.   Nsmkr.  Smkr.   Nsmkr.
===========================================================================
   <S>   <C>     <C>     <C>    <C>    <C>  <C>     <C>      <C>     <C>
    16    5.40            3.24          49   23.76   16.32   12.48    9.72
    17    5.52            3.36          50   24.84   17.16   12.96   10.20
    18    5.76            3.48          51   26.76   18.72   13.68   10.92
    19    5.88            3.60          52   27.96   19.68   14.28   11.40
    20    6.12    4.08    3.72   2.88   53   30.24   21.48   15.12   12.24
    21    6.36    4.20    3.84   3.00   54   31.56   22.56   15.72   12.72
    22    6.48    4.32    3.96   3.12   55   33.96   24.60   16.68   13.68
    23    6.72    4.44    4.08   3.12   56   35.52   25.92   17.28   14.28
    24    6.96    4.56    4.20   3.24   57   38.28   28.20   18.36   15.36
    25    7.08    4.68    4.44   3.36   58   39.96   29.64   19.08   15.96
    26    7.44    4.80    4.56   3.48   59   43.08   32.40   20.28   17.16
    27    7.68    5.04    4.68   3.60   60   45.00   34.08   21.12   18.12
    28    7.92    5.16    4.92   3.72   61   47.04   35.88   22.08   18.96
    29    8.28    5.40    5.04   3.84   62   50.64   39.12   23.76   20.64
    30    8.64    5.52    5.28   3.96   63   52.92   41.04   24.84   21.72
    31    9.00    5.76    5.52   4.20   64   55.32   43.20   26.16   22.80
    32    9.36    6.00    5.76   4.32   65   59.52   46.92   28.08   24.84
    33    9.72    6.24    6.00   4.44   66   62.28   49.44   29.40   26.16
    34   10.08    6.48    6.12   4.56   67   65.16   51.96   30.96   27.60
    35   10.56    6.72    6.36   4.80   68   70.20   56.64   33.36   30.00
    36   10.92    7.08    6.72   4.92   69   73.56   59.64   35.16   31.68
    37   11.40    7.32    6.96   5.16   70   77.04   62.76   37.08   33.60
    38   11.88    7.68    7.20   5.40   71   82.92   68.40   40.20   36.72
    39   12.84    8.28    7.68   5.76   72   86.88   72.12   42.60   39.00
    40   13.44    8.76    7.92   6.00   73   91.08   75.84   45.00   41.52
    41   14.52    9.60    8.40   6.36   74   98.52   83.04   49.56   45.96
    42   15.12    9.96    8.76   6.60   75  106.20   90.72   54.36   50.88
    43   16.32   10.92    9.24   7.08   76  111.00   95.28   57.60   54.12
    44   17.04   11.40    9.60   7.32   77  115.92   99.96   61.08   57.36
    45   18.48   12.36   10.32   7.92   78  120.84  104.76   64.56   60.84
    46   19.44   12.96   10.68   8.16   79  125.88  109.68   68.28   64.44
    47   21.00   14.16   11.28   8.76   80  130.92  114.84   72.12   68.04
    48   21.96   14.88   11.76   9.12

*    Smkr. includes premium class "Smoker" or "Smoker Special";
     Nsmkr. includes premium class "Nonsmoker" or "Nonsmoker Special".
     Std. includes premium class "Standard" or "Standard Special".

                                  CHILD RIDER

              TARGET PREMIUM EQUALS $5.76 PER $1,000 OF FACE AMOUNT.



<PAGE>


                     DISTRICT REPRESENTATIVE AGREEMENT

                           LUTHERAN BROTHERHOOD
                          Minneapolis, Minnesota


                        AMENDMENT TO EXHIBIT I, IA
                       SCHEDULE OF COMMISSION RATES



                  FLEXIBLE PREMIUM ADJUSTABLE LIFE INSURANCE
                     SERIES III, IV, AND JUVENILE-ISSUE

               Exhibit I, Section VI and Exhibit IA, Section II


1.  All columns headed by "Male" are amended to read "Male/Unisex**"

2.  Add a footnote which reads:

    **Unisex rates are used for contracts which prohibit discrimination on
      the basis of gender.



                   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

         Exhibit I, Section VII. C1,C2,D1,D2,E1,E2  --  Basic Contract
              C3, F-Spouse Insurance Benefit (except in Montana)
                          and Exhibit IA, Section V.


1.  All columns headed by "Male" are amended to read "Male/Unisex**"

2.  Add a footnote which reads:

    **Unisex rates are used for contracts which prohibit discrimination on
      the basis of gender.


C3, F-SPOUSE INSURANCE BENEFIT:  MONTANA ONLY

1.  All columns headed by "Female" are amended to read "Female/Unisex**"

2.  Add a footnote which reads:

    **Unisex rates are used for contracts which prohibit discrimination on
      the basis of gender.



<PAGE>


                     DISTRICT REPRESENTATIVE AGREEMENT

                           LUTHERAN BROTHERHOOD
                          Minneapolis, Minnesota


                       SCHEDULE OF COMMISSION RATES
                          AMENDMENT TO EXHIBIT I


Section VIII.  HEALTH INSURANCE


The following rates apply to Long Term Care (1992 Series) contracts sold to 
residents of the indicated state.


                      INDIANA           WISCONSIN          MICHIGAN

                    COMMISSIONS        COMMISSIONS        COMMISSIONS

                          Continuous       Continuous          Continuous
          Issue             Renewal          Renewal             Renewal
           Age      Year 1  Year 2+  Year 1  Year 2+   Year 1-3  Year 4+
           ---      ------  -------  ------  -------   --------  -------
          50-71      18%      9%       24%      7%        18%       3%
           72        18       9        24       7         17        3
           73        17       9        23       7         17        3
           74        16       9        23       7         16        3
           75        16       9        23       6         16        3
           76        16       8        23       6         16        3
           77        16       8        23       6         15        3
           78        16       8        22       6         15        3
           79        16       8        21       6         14        3
           80        15       8        20       6         14        3
           81        15       8        20       5         14        3
           82        14       8        20       5         13        3
           83        14       7        20       5         13        3
           84        14       7        19       5         12        3


<PAGE>

                     DISTRICT REPRESENTATIVE AGREEMENT

                           LUTHERAN BROTHERHOOD
                          Minneapolis, Minnesota


                       SCHEDULE OF COMMISSION RATES
                          AMENDMENT TO EXHIBIT I

Section VIII.  HEALTH INSURANCE

The following rates apply to Long Term Care (1990 Series) contracts sold to 
residents of the indicated state.

                                     Commissions          Commissions
MICHIGAN          Issue Ages         Years 1,2&3           Years 4&5
                  ----------        --------------        -----------
                    50-70                 17%                  5%
                    71-73                 16                   5
                    74-76                 15                   5
                    77-79                 14                   5
                    80-82                 13                   5
                    82-84                 12                   5


                                       1st Year           Commissions
WISCONSIN         Issue Ages          Commissions      Years 2,3,4,5&6
                  ----------          -----------      -----------------
                    50-70                 27%                  7%
                      71                  26                   7
                      72                  25                   7
                    73-74                 24                   7
                    75-76                 24                   6
                      77                  23                   6
                      78                  22                   6
                      79                  21                   6
                    80-81                 20                   6
                    82-83                 20                   5
                      84                  19                   5


                                       1st Year           Commissions
INDIANA           Issue Ages          Commissions       Years 2,3,4,5&6
                  ----------          -----------      -----------------
                    50-70                 18%                 10%
                    71-72                 18                   9
                      73                  17                   9
                    74-75                 16                   9
                    76-77                 16                   8
                    78-79                 15                   8
                      80                  14                   8
                    81-82                 14                   7
                    83-84                 13                   7



<PAGE>


                     DISTRICT REPRESENTATIVE AGREEMENT

                           LUTHERAN BROTHERHOOD
                          Minneapolis, Minnesota


                       SCHEDULE OF COMMISSION RATES
                          AMENDMENT TO EXHIBIT I


Section VIII.  HEALTH INSURANCE


The following rates apply to Long Term Care (1992 Series) contracts sold to 
residents of the indicated state.


                                 DELAWARE

                                COMMISSIONS

         Issue
          Age        Year 1     Year 2     Year 3    Year 4    Year 5+
          ---        ------     ------     ------    ------    -------
         50-72         16%        16%        16%        8%        3%
           73          16         16         16         5         3
           74          16         16         16         3         3
           75          16         16         13         3         3
           76          16         16         11         3         3
           77          16         16         10         3         3
           78          16         16          9         3         3
           79          16         16          7         3         3
           80          16         16          5         3         3
           81          16         16          4         3         3
           82          16         16          3         3         3
           83          16         13          3         3         3
           84          16         12          3         3         3



<PAGE>





                               THIS PAGE IS
                            INTENTIONALLY BLANK








#20754


</TABLE>

<PAGE>
                                                          EXHIBIT 1.A.(3)(b)


                            GENERAL AGENT'S AGREEMENT
                            -------------------------


     AGREEMENT dated _________________, by and between Lutheran Brotherhood 
Securities Corp. hereinafter referred to as "LBSC", a Pennsylvania 
corporation, and ___________________ hereinafter referred to as "General 
Agent", an individual.

     WHEREAS, General Agent is a registered representative of LBSC pursuant 
to a General Agent's Agreement; and

     WHEREAS, General Agent is a General Agent of Lutheran Brotherhood, a 
Minnesota Corporation, the parent of LBSC and of Lutheran Brotherhood 
Variable Insurance Products Company, hereinafter referred to as "LBVIP", a 
Minnesota Corporation; and

     WHEREAS, the parties hereto desire that General Agent represent LBSC 
and LBVIP in the sale of LBVIP's products;

     WITNESSETH:  In consideration of the mutual promises contained herein, 
the parties hereto agree as follows:


A.   DEFINITIONS

     (1) Contracts  -  The variable universal life insurance contracts which
         LBVIP proposes to issue and for which LBSC has been appointed the
         principal underwriter pursuant to a Distribution Agreement, a copy
         of which has been furnished to General Agent.

     (2) The Variable Account  -  The separate account established and
         maintained by LBVIP pursuant to the laws of Minnesota to fund the
         benefits under the Contracts.

     (3) The Fund  -  An open-end management investment company registered
         under the 1940 Act, shares of which are sold to the Variable
         Account in connection with the sale of the Contracts.

     (4) Registration Statement  -  The registration statements and
         amendments thereto relating to the Contracts, the Variable Account,
         and the Fund, including financial statements and all exhibits.

     (5) Prospectus  -  The prospectuses included within the registration
         statements referred to herein.

     (6) 1933 Act  -  The Securities Act of 1933, as amended.

     (7) 1934 Act  -  The Securities Exchange Act of 1934, as amended.

     (8) SEC  -  The Securities and Exchange Commission.


B.   AGREEMENTS OF LBSC

     (1) Pursuant to the authority delegated to it by LBVIP, LBSC hereby
         authorizes General Agent during the term of this Agreement to
         solicit and obtain applications for Contracts directly or through
         LBSC Registered Representatives obtained by and holding under
         General Agent a written selected Registered Representative
         Agreement and appointed by LBVIP from eligible persons provided
         that there is an effective Registration Statement relating to such
         Contracts and provided further that General Agent has been notified
         by LBSC that the Contracts are qualified for sale under all
         applicable securities and insurance laws of the state or
         jurisdiction in which the application will be solicited.  In
         connection with the solicitation of applications for Contracts,
         General Agent is hereby authorized to offer riders and benefits
         that are available with the Contracts in accordance with
         instructions furnished by LBSC or LBVIP.

     (2) LBSC, during the term of this Agreement, will notify General Agent
         of the issuance by the SEC of any stop order with respect to the
         Registration Statement or any amendments thereto or the initiation
         of any proceedings for that purpose or for any other purpose
         relating to the registration and/or offering of the Contracts and
         of any other action or circumstances that may prevent the lawful
         sale of the Contracts in any state or jurisdiction.

     (3) During the term of this Agreement, LBSC shall advise General Agent
         of any amendment to the Registration Statement of any amendment or
         supplement to any Prospectus.


C.   AGREEMENTS OF GENERAL AGENT

     (1) It is understood and agreed that General Agent is a duly registered
         representative of LBSC pursuant to a General Agent's Agreement.
         General Agent agrees to comply with all of the terms and agreements
         of said General Agent's Agreement which is hereby incorporated
         herein by reference to the extent it is not inconsistent with the
         terms herein.

     (2) Commencing at such time as LBSC and General Agent shall agree upon,
         General Agent agrees to use his/her best efforts to find purchasers
         for the contracts acceptable to LBVIP.  In meeting his/her
         obligation to use his/her best efforts to solicit applications for
         Contracts, General Agent shall, during the term of this Agreement,
         engage in the following activities:

              (a) Continuously utilize training, sales and promotional
                  materials which have been approved by LBVIP;

              (b) Permit periodic inspection and supervision of his/her
                  sales practices and submit periodic reports to LBSC as may
                  be requested on the results of such inspections and the
                  compliance with procedures.

              (c) General Agent shall not make recommendations to an
                  applicant to purchase a Contract in the absence of
                  reasonable grounds to believe that the purchase of the
                  Contract is suitable for such applicant.  While not
                  limited to the following, a determination of suitability
                  shall be based on information furnished to General Agent
                  after reasonable inquiry of such applicant concerning the
                  applicant's insurance and investment objectives, financial
                  situation and needs, and the likelihood that the applicant
                  will continue to make the premium payments contemplated by
                  the Contract.

     (3) All payments for Contracts collected by General Agent shall be held
         at all times in a fiduciary capacity and shall be remitted promptly
         in full together with such applications, forms and other required
         documentation to LBVIP as designated by LBSC.  Checks or money
         orders in payment of initial premiums shall be drawn to the order
         of "Lutheran Brotherhood Variable Insurance Products Company."
         General Agent acknowledges that the LBVIP retains the ultimate
         right to control the sale of the Contracts and that the LBSC or
         LBVIP shall have the unconditional right to reject, in whole or in
         part, any application for the Contract.  In the event LBVIP or LBSC
         rejects an application, LBVIP immediately will return all payments
         directly to the purchaser and General Agent will be notified of
         such action.  In the event that any purchaser of a Contract elects
         to return such Contract pursuant to Rule 6e-3T(b)(13)(viii) of the
         1940 Act, any premium paid will be refunded to the purchaser and
         General Agent will be notified of such action.  General Agent will
         comply with Lutheran Brotherhood's policy on Field Force Fiduciary
         Responsibility.

     (4) General Agent shall act at all times as an independent contractor
         in carrying out the duties hereunder and shall not be considered an
         employee of LBVIP or LBSC.  As such General Agent shall have full
         control of his or her daily activities, with the right to exercise
         independent judgment as to the time, place, and manner of
         soliciting applications, servicing Contracts, and otherwise
         carrying out the provisions of this Agreement.  General Agent and
         his/her employees and Registered Representatives obtained by and
         holding under General Agent shall not hold themselves out to be
         employees of LBVIP or LBSC in this connection or in any dealings
         with the public.

     (5) General Agent agrees that any material he or she develops, approves
         or uses for sales, training, explanatory or other purposes in
         connection with the solicitation of applications for Contracts
         hereunder (other than generic advertising materials which do not
         make specific reference to the Contracts) will not be used without
         the prior written consent of LBSC and, where appropriate, the
         endorsement of LBVIP to be obtained by LBSC.

     (6) Solicitation and other activities by General Agent shall be
         undertaken only in accordance with applicable laws and regulations.
         General Agent shall not solicit applications for the contracts
         until duly licensed and appointed by LBVIP as a life insurance and
         variable contract agent of LBVIP in the appropriate states or other
         jurisdictions.  General Agent shall fulfill any training
         requirements necessary to be licensed.  General Agent understands
         and acknowledges that he/she is not authorized by LBSC or LBVIP to
         give any information or make any representation in connection with
         this Agreement or the offering of the Contracts other than those
         contained in the Prospectus or other solicitation material
         authorized in writing by LBSC or LBVIP.

     (7) General Agent shall not represent himself or herself as having any
         nor shall he or she have authority on behalf of LBSC or LBVIP to:
         make, alter or discharge any Contract or other form; waive any
         forfeiture, extend the time of paying any premium, or to alter,
         waive, or forfeit any of the rights of the LBVIP or LBSC; receive
         any monies or premiums due, or to become due, to LBVIP, except as
         set forth in Section C(3) of this Agreement.  General Agent shall
         not expend, nor contract for the expenditure of the funds of LBSC
         or LBVIP, nor shall General Agent possess or exercise any authority
         on behalf of LBSC or LBVIP by this Agreement.

     (8) General Agent shall maintain such records as are required of
         him/her by applicable laws and regulations.  The books, accounts
         and records of LBVIP, the Variable Account, LBSC and General Agent
         relating to the sale of the Contracts shall be maintained so as to
         clearly and accurately disclose the nature and details of the
         transactions.  All records maintained by General Agent in
         connection with this Agreement shall be the property of LBVIP and
         shall be returned to LBVIP upon termination of this Agreement, free
         from any claims or retention of rights by General Agent.  General
         Agent shall keep confidential any information obtained pursuant to
         this Agreement and shall disclose such information, only if LBVIP
         has authorized such disclosure, or if such disclosure is expressly
         required by applicable federal or state regulatory authorities.

     (9) All business produced and serviced under this Agreement is the
         property of LBVIP and no attempt will be made by General Agent to
         prejudice the Contract Owners or interfere with the collection of
         premiums or transfer any existing Contracts to another company or
         organization.  Information regarding names, addresses, ages and all
         other information and records of Contract owners acquired from
         LBVIP or LBSC and coming into the possession of General Agent
         during the effective period of this Agreement, or any prior
         Agreement, are trade secrets wholly owned by LBVIP.  All forms and
         other material, including electronic data, whether furnished by
         LBVIP or LBSC or purchased by General Agent, upon which this
         information is recorded shall be the sole and exclusive property of
         LBVIP.  General Agent shall return any part or all of such
         information and records upon the request of LBVIP or LBSC.  General
         Agent will safeguard and protect all such information within his or
         her control from any unauthorized access and use.

    (10) LBVIP and LBSC may furnish to General Agent, without charge,
         certain manuals, forms, records, electronic data, and such other
         materials and supplies as they may deem advisable to provide.  All
         such property furnished by them shall remain the property of LBVIP.
         In addition, they may offer at General Agent's expense such
         additional materials and supplies as they believe may be helpful to
         General Agent.

    (11) The expense of any office, including rental, furniture, and
         equipment; signs; supplies not furnished by LBVIP or LBSC; the
         salaries of the employees of General Agent; automobile;
         transportation; telephone; postage; advertising; and all other
         charges or expense incurred by General Agent in the performance of
         this Agreement shall be incurred at his/her discretion and paid for
         by him/her.

    (12) General Agent expressly covenants and agrees that after termination
         of this Agreement, for any reason, he/she shall not for a period of
         one year thereafter, nor shall he/she assist, encourage or induce
         others to do, any of the following things:  induce, or attempt to
         induce, any of the Contract owners to whom he/she or any Registered
         Representative in his/her General Agency was assigned while this
         Agreement was in effect, to cancel, lapse, or surrender their
         contracts with LBVIP.

    (13) Upon termination of this Agreement, General Agent will deliver to
         LBVIP, or its authorized representatives, all records, materials,
         supplies, advertising, licenses, and all other documents pertaining
         to LBVIP, used in carrying out this Agreement.

    (14) General Agent will, at the option of LBVIP or LBSC, furnish a
         fidelity bond for such sum and with such surety as they may
         require.

    (15) General Agent shall maintain an errors and omissions insurance
         policy in an amount, form, and surety acceptable to LBVIP for the
         performance of his or her professional services, duties, and
         obligations.


C.   COMPENSATION

     (1) Pursuant to the Distribution Agreement between LBSC and LBVIP, LBSC
         shall cause LBVIP to arrange for the payment of commissions to
         General Agent as compensation for the sale of each contract sold by
         General Agent or Registered Representative obtained by and holding
         under General Agent.  The amount of such compensation shall be
         based on a schedule to be determined by agreement of LBVIP and
         LBSC.

     (2) General Agent shall have no right to withhold or deduct any part of
         any premium he/she shall receive for purposes of payment of
         commission or otherwise.  General Agent shall have no interest in
         any compensation paid by LBVIP to LBSC, now or hereafter, in
         connection with the sale of any Contracts hereunder.

     (3) LBVIP is hereby given a paramount and prior lien and security
         interest upon any commissions payable under or as a result of this
         or any previous agreement and under all agreements amendatory
         hereof or supplementary hereto, as security for the payment of any
         claim or indebtedness or reimbursement whatsoever due or to become
         due to LBVIP, LBSC, or Lutheran Brotherhood or any of its
         subsidiaries or affiliates, from General Agent.  Any sums becoming
         due to General Agent at any time may be applied, directly, by the
         LBVIP to the liquidation of any indebtedness or obligation of
         General Agent to any of the secured parties, but the failure to so
         apply any sum shall not be deemed a waiver of LBVIP's lien on or
         security interest in any other sums becoming due nor impair its
         right to so apply such sums.

     (4) Notwithstanding the vesting provisions provided for in the
         Distribution Agreement and/or the schedule referred to in
         section D(1) herein, General Agent will forfeit all compensation
         and any other payments which have otherwise been vested or reserved
         to General Agent by this or any previous or related Agreement, if
         this Agreement terminates and any of the following events have
         occurred or subsequently occur:

              (a) General Agent engages in any form of rebating, directly or
                  indirectly, or if General Agent defaults in the payment to
                  LBVIP of any premiums collected by him/her, demands or
                  accepts any remuneration from a Contract Owner,
                  beneficiary, or their representative for services in
                  connection with the payment of any claim under any
                  contract issued by LBVIP;

              (b) General Agent fails to deliver to LBVIP or its authorized
                  representative any of the following:  all records,
                  including electronic data, materials, supplies,
                  advertising, licenses, and all other documents containing
                  LBVIP confidential information and/or trade secrets, upon
                  the written request of LBVIP;

              (c) General Agent violates any of the applicable federal and
                  state laws, regulations or rules, or commits any fraud, in
                  connection with his or her duties as a General Agent or as
                  a registered representative; or

              (d) General Agent violates any of the covenants set forth in
                  section C(12) herein.


E.   COMPLAINTS AND INVESTIGATIONS

     General Agent and LBSC jointly agree to cooperate fully in any
     insurance regulatory investigation or proceeding or judicial proceeding
     arising in connection with the Contracts marketed under this Agreement.
     General Agent and LBSC further agree to cooperate fully in any
     securities regulatory investigation or proceeding or judicial
     proceeding with respect to General Agent, LBSC, or their affiliates and
     their agents or representatives to the extent that such investigation
     or proceeding is in connection with Contracts marketed under this
     Agreement.


F.   TERM OF AGREEMENT

     (1) This Agreement shall continue in force for one year from its
         effective date and thereafter shall automatically be renewed every
         year for a further one year period; provided that either party may
         unilaterally terminate this Agreement upon thirty (30) days'
         written notice to the other party of its intention to do so.

     (2) Upon termination of this Agreement, all authorizations, rights and
         obligations under this agreement shall cease except  (a) the
         agreements contained in Section E hereof;  (b) the indemnity set
         forth in Section G hereof;  (c) the obligations to settle accounts
         hereunder, including payments on premiums subsequently received for
         Contracts in effect at the time of termination or issued pursuant
         to applications received by General Agent prior to termination;
         and  (d) the covenants set forth in Sections C(9), C(12) and C(13).

     (3) This Agreement will automatically terminate on the first day of the
         month next following the seventieth birthday of General Agent.

     (4) In the event that the General Agent's Agreement between General
         Agent and Lutheran Brotherhood or the General Agent's Agreement
         between General Agent and LBSC is terminated, this Agreement will
         also terminate.

     (5) LBSC may immediately terminate this agreement for breach of any of
         the covenants and agreements herein by General Agent.


G.   INDEMNITY

     (1) General Agent shall be held to the exercise of reasonable care in
         carrying out the provisions of this Agreement.

     (2) General Agent agrees to indemnify and hold harmless LBVIP and LBSC
         and each of their current and former directors and officers and
         each person, if any, who controls or has controlled LBVIP or LBSC
         within the meaning of the 1933 Act or the 1934 Act, against any
         losses, claims, damages or liabilities to which LBVIP or LBSC and
         any such director or officer or controlling person may become
         subject, under the 1933 Act or otherwise insofar as such losses,
         claims, damages or liabilities (or actions in respect thereof)
         arise out of or are based upon:
              (a) Any unauthorized use of sales materials or any verbal or
                  written misrepresentations or any unlawful sales practices
                  concerning the Contracts by General Agent; or

              (b) The failure of General Agent, his/her employees or
                  Registered Representatives obtained by and holding under
                  General Agent, to comply with the provisions or this
                  Agreement; and General Agent will reimburse LBVIP, LBSC,
                  or such director, officer or controlling person in
                  connection with investigating or defending any such loss,
                  claims, damage, liability or action.  This indemnity
                  agreement will be in addition to any liability which
                  General Agent may otherwise have.


H.   GENERAL TERMS

     (1) This Agreement shall not be assigned by either party without the
         written consent of the other.

     (2) This Agreement shall be governed by and construed in accordance
         with the laws of the State of Minnesota.

     (3) The forbearance or neglect of LBSC to insist upon strict compliance
         by General Agent with any of the provisions of this Agreement,
         whether continuing or not, shall not be construed as a waiver of
         LBSC's rights or privileges hereunder.  No waiver of any right or
         privilege of LBSC arising from any default or failure of
         performance by General Agent shall affect the LBSC's rights or
         privileges in the event of a further default or failure of
         performance.

     (4) Whenever required for proper interpretation of this Agreement, the
         singular number shall include the plural, the plural the singular,
         and the use of any gender shall include all genders.

     (5) The unenforceability or invalidity of any provisions hereof shall
         not render any other provision or provisions herein contained
         unenforceable or invalid.

     (6) This Agreement contains the entire understanding of the parties
         hereto, and no modification hereof or addition hereto shall be
         binding unless the same is in writing and signed by the parties
         hereto.

     (7) This Agreement shall be binding upon and inure to the benefit of
         the parties hereto, and their respective successors and permissive
         assigns, and General Agent's estate, heirs and personal
         representatives.


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
duly executed as of the day and year first above written.


                                LUTHERAN BROTHERHOOD SECURITIES CORP. (LBSC)




                                By 
                                   -----------------------------------------



                                   -----------------------------------------
                                   (General Agent)


<PAGE>
                                                      EXHIBIT 1.A.3(b)


                  SELECTED REGISTERED REPRESENTATIVE AGREEMENT
                  --------------------------------------------


     AGREEMENT dated _____________, by and between Lutheran Brotherhood 
Securities Corp. hereinafter referred to as "LBSC", a Pennsylvania 
corporation, and ______________________ hereinafter referred to as 
"Registered Representative", an individual.

     WHEREAS, Registered Representative is a registered representative of 
LBSC pursuant to a Registered Representative's Agreement; and

     WHEREAS, Registered Representative is a District Representative of 
Lutheran Brotherhood, a Minnesota Corporation, the parent of LBSC and of 
Lutheran Brotherhood Variable Insurance Products Company, hereinafter 
referred to as "LBVIP", a Minnesota Corporation; and

     WHEREAS, the parties hereto desire that Registered Representative 
represent LBSC and LBVIP in the sale of LBVIP's products;

     WITNESSETH:  In consideration of the mutual promises contained herein, 
the parties hereto agree as follows:


A.   DEFINITIONS

     (1) Contracts  -  The variable universal life insurance contracts which
         LBVIP proposes to issue and for which LBSC has been appointed the
         principal underwriter pursuant to a Distribution Agreement, a copy
         of which has been furnished to Registered Representative, together
         with the Registered Representative Commission Schedule.

     (2) The Variable Account  -  The separate account established and
         maintained by LBVIP pursuant to the laws of Minnesota to fund the
         benefits under the Contracts.

     (3) The Fund  -  An open-end management investment company registered
         under the 1940 Act, shares of which are sold to the Variable
         Account in connection with the sale of the Contracts.

     (4) Registration Statement  -  The registration statements and
         amendments thereto relating to the Contracts, the Variable Account,
         and the Fund, including financial statements and all exhibits.

     (5) Prospectus  -  The prospectuses included within the registration
         statements referred to herein.

     (6) 1933 Act  -  The Securities Act of 1933, as amended.

     (7) 1934 Act  -  The Securities Exchange Act of 1934, as amended.

     (8) SEC  -  The Securities and Exchange Commission.


B.   AGREEMENTS OF LBSC

     (1) Pursuant to the authority delegated to it by LBVIP, LBSC hereby
         authorizes Registered Representative during the term of this
         Agreement to solicit applications for Contracts from eligible
         persons provided that there is an effective Registration Statement
         relating to such Contracts and provided further that Registered
         Representative has been notified by LBSC that the Contracts are
         qualified for sale under all applicable securities and insurance
         laws of the state or jurisdiction in which the application will be
         solicited.  In connection with the solicitation of applications for
         Contracts, Registered Representative is hereby authorized to offer
         riders and benefits that are available with the Contracts in
         accordance with instructions furnished by LBSC or LBVIP.

     (2) LBSC, during the term of this Agreement, will notify Registered
         Representative of the issuance by the SEC of any stop order with
         respect to the Registration Statement or any amendments thereto or
         the initiation of any proceedings for that purpose or for any other
         purpose relating to the registration and/or offering of the
         Contracts and of any other action or circumstances that may prevent
         the lawful sale of the Contracts in any state or jurisdiction.

     (3) During the term of this Agreement, LBSC shall advise Registered
         Representative of any amendment to the Registration Statement of
         any amendment or supplement to any Prospectus.


C.   AGREEMENTS OF REGISTERED REPRESENTATIVE

     (1) It is understood and agreed that Registered Representative is a
         duly registered representative of LBSC pursuant to a Registered
         Representative's Agreement.  Registered Representative agrees to
         comply with all of the terms and agreements of said Registered
         Representative's Agreement which is hereby incorporated herein by
         reference to the extent it is not inconsistent with the terms
         herein.

     (2) Commencing at such time as LBSC and Registered Representative shall
         agree upon, Registered Representative agrees to use his/her best
         efforts to find purchasers for the contracts acceptable to LBVIP.
         In meeting its obligation to use its best efforts to solicit
         applications for Contracts, Registered Representative shall, during
         the term of this Agreement, engage in the following activities:

              (a) Continuously utilize training, sales and promotional
                  materials which have been approved by LBVIP;

              (b) Permit periodic inspection and supervision of his/her
                  sales practices and submit periodic reports to LBSC as may
                  be requested on the results of such inspections and the
                  compliance with procedures.

              (c) Registered Representative shall not make recommendations
                  to an applicant to purchase a Contract in the absence of
                  reasonable grounds to believe that the purchase of the
                  Contract is suitable for such applicant.  While not
                  limited to the following, a determination of suitability
                  shall be based on information furnished to Registered
                  Representative after reasonable inquiry of such applicant
                  concerning the applicant's insurance and investment
                  objectives, financial situation and needs, and the
                  likelihood that the applicant will continue to make the
                  premium payments contemplated by the Contract.

     (3) All payments for Contracts collected by Registered Representative
         shall be held at all times in a fiduciary capacity and shall be
         remitted promptly in full together with such applications, forms
         and other required documentation to LBVIP as designated by LBSC.
         Checks or money orders in payment of initial premiums shall be
         drawn to order of "Lutheran Brotherhood Variable Insurance Products
         Company."  Registered Representative acknowledges that the LBVIP
         retains the ultimate right to control the sale of the Contracts and
         that the LBSC or LBVIP shall have the unconditional right to
         reject, in whole or in part, any application for the Contract.  In
         the event LBVIP or LBSC rejects an application, LBVIP immediately
         will return all payments directly to the purchaser and Registered
         Representative will be notified of such action.  In the event that
         any purchaser of a Contract elects to return such Contract pursuant
         to Rule 6e-3T(b)(13)(viii) of the 1940 Act, any premium paid will
         be refunded to the purchaser and Registered Representative will be
         notified of such action.  Registered Representative will comply
         with Lutheran Brotherhood's policy on Field Force Fiduciary
         Responsibility.

     (4) Registered Representative shall act at all times as an independent
         contractor in carrying out the duties hereunder and shall not be
         considered an employee of LBVIP or LBSC, except for purposes of the
         Federal Insurance Contributions Act (26 U.S.C. 3101 et. seq.), and
         Title II, of the Social Security Act (42 U.S.C. 401 et. seq.).  As
         such Registered Representative shall have full control of his or
         her daily activities, with the right to exercise independent
         judgment as to the time, place, and manner of soliciting
         applications, servicing Contracts, and otherwise carrying out the
         provisions of this Agreement.  Registered Representative and
         his/her employees shall not hold themselves out to be employees of
         LBVIP or LBSC in this connection or in any dealings with the
         public.

     (5) Registered Representative agrees that any material he or she
         develops, approves or uses for sales, training, explanatory or
         other purposes in connection with the solicitation of applications
         for Contracts hereunder (other than generic advertising materials
         which do not make specific reference to the Contracts) will not be
         used without the prior written consent of LBSC and, where
         appropriate, the endorsement of LBVIP to be obtained by LBSC.

     (6) Solicitation and other activities by Registered Representative
         shall be undertaken only in accordance with applicable laws and
         regulations.  Registered Representative shall not solicit
         applications for the contracts until duly licensed and appointed by
         LBVIP as a life insurance and variable contract agent of LBVIP in
         the appropriate states or other jurisdictions.  Registered
         Representative shall fulfill any training requirements necessary to
         be licensed.  Registered Representative understands and
         acknowledges that he/she is not authorized by LBSC or LBVIP to give
         any information or make any representation in connection with this
         Agreement or the offering of the Contracts other than those
         contained in the Prospectus or other solicitation material
         authorized in writing by LBSC or LBVIP.

     (7) Registered Representative shall not represent himself or herself as
         having any nor shall he or she have authority on behalf of LBSC or
         LBVIP to:  make, alter or discharge any Contract or other form;
         waive any forfeiture, extend the time of paying any premium, or
         to alter, waive, or forfeit any of the rights of LBVIP or LBSC;
         receive any monies or premiums due, or to become due, to LBVIP,
         except as set forth in Section C(3) of this Agreement.  Registered
         Representative shall not expend, nor contract for the expenditure
         of the funds of LBSC or LBVIP, nor shall Registered Representative
         possess or exercise any authority on behalf of LBSC or LBVIP by
         this Agreement.

     (8) Registered Representative shall maintain such records as are
         required of him/her by applicable laws and regulations.  The books,
         accounts and records of LBVIP, the Variable Account, LBSC and
         Registered Representative relating to the sale of the Contracts
         shall be maintained so as to clearly and accurately disclose the
         nature and details of the transactions.  All records maintained by
         Registered Representative in connection with this Agreement shall
         be the property of LBVIP and shall be returned to LBVIP upon
         termination of this Agreement, free from any claims or retention of
         rights by Registered Representative.  Registered Representative
         shall keep confidential any information obtained pursuant to this
         Agreement and shall disclose such information, only if LBVIP has
         authorized such disclosure, or if such disclosure is expressly
         required by applicable federal or state regulatory authorities.

     (9) All business produced and serviced under this Agreement is the
         property of LBVIP and no attempt will be made by Registered
         Representative to prejudice the Contract Owners or interfere with
         the collection of premiums or transfer any existing Contracts to
         another company or organization.

         Information regarding names, addresses, ages and all other
         information and records of Contract Owners acquired from LBVIP or
         LBSC and coming into the possession of Registered Representative
         during the effective period of this Agreement, or any prior
         Agreement, are trade secrets wholly owned by LBVIP.  All forms and
         other material, including electronic data, whether furnished by
         LBVIP or LBSC or purchased by Registered Representative, upon which
         this information is recorded shall be the sole and exclusive
         property of LBVIP.  Registered Representative shall return any part
         or all of such information and records upon the request of LBVIP or
         LBSC.  Registered Representative will safeguard and protect all
         such information within his or her control from any unauthorized
         access and use.

    (10) LBVIP and LBSC may furnish to Registered Representative, without
         charge, certain manuals, forms, records, electronic data, and such
         other materials and supplies as they may deem advisable to provide.
         All such property furnished by them shall remain the property of
         LBVIP.  In addition, they may offer at Registered Representative's
         expense such additional materials and supplies as they believe may
         be helpful to Registered Representative.

    (11) The expense of any office, including rental, furniture, and
         equipment; signs; supplies not furnished by LBVIP or LBSC; the
         salaries of the employees of Registered Representative; automobile;
         transportation; telephone; postage; advertising; and all other
         charges or expense incurred by Registered Representative in the
         performance of this Agreement shall be incurred at his/her
         discretion and paid for by him/her.

    (12) Registered Representative expressly covenants and agrees that after
         termination of this Agreement, for any reason, he/she shall not for
         a period of one year thereafter, nor shall he/she assist, encourage
         or induce others to do, any of the following things:  induce, or
         attempt to induce, any of the Contract holders to whom he/she was
         the "Writing Registered Representative" or was assigned as the
         "Servicing or Correspondent Registered Representative" while this
         Agreement was in effect, to cancel, lapse, or surrender their
         contracts with LBVIP.

    (13) Upon termination of this Agreement, Registered Representative will
         deliver to LBVIP, or its authorized representatives, all records,
         materials, supplies, advertising, licenses, and all other documents
         pertaining to LBVIP, used in carrying out this Agreement.

    (14) Registered Representative will, at the option of LBVIP or LBSC,
         furnish a fidelity bond for such sum and with such surety as they
         may require.

    (15) Registered Representative shall maintain an errors and omissions
         insurance policy in an amount, form, and surety acceptable to LBVIP
         for the performance of his or her professional services, duties,
         and obligations.


D.   COMPENSATION

     (1) Pursuant to the Distribution Agreement between LBSC and LBVIP, LBSC
         shall cause LBVIP to arrange for the payment of commissions to
         Registered Representative as compensation for the sale of each
         contract sold by Registered Representative.  The amount of such
         compensation shall be based on a schedule to be determined by
         agreement of LBVIP and LBSC.

     (2) Registered Representative shall have no right to withhold or deduct
         any part of any premium he/she shall receive for purposes of
         payment of commission or otherwise.  Registered Representative
         shall have no interest in any compensation paid by LBVIP to LBSC,
         now or hereafter, in connection with the sale of any Contracts
         hereunder.

     (3) LBVIP is hereby given a paramount and prior lien and security
         interest upon any commissions payable under or as a result of this
         or any previous agreement and under all agreements amendatory
         hereof or supplementary hereto, as security for the payment of any
         claim or indebtedness or reimbursement whatsoever due or to become
         due to LBVIP, LBSC, or Lutheran Brotherhood or any of its
         subsidiaries or affiliates, from Registered Representative.  Any
         sums becoming due to Registered Representative at any time may be
         applied, directly, by LBVIP to the liquidation of any indebtedness
         or obligation of Registered Representative to any of the secured
         parties, but the failure to so apply any sum shall not be deemed a
         waiver of LBVIP's lien on or security interest in any other sums
         becoming due nor impair its right to so apply such sums.

     (4) Notwithstanding the vesting provisions provided for in the
         Distribution Agreement and/or the schedule referred to in
         section D(1) herein, Registered Representative will forfeit all
         compensation and any other payments which have otherwise been
         vested or reserved to Registered Representative by this or any
         previous or related Agreement, if this Agreement terminates and any
         of the following events have occurred or subsequently occur:

              (a) Registered Representative engages in any form of rebating,
                  directly or indirectly, or if Registered Representative
                  defaults in the payment to LBVIP of any premiums collected
                  by him/her, demands or accepts any remuneration from a
                  Contract Owner, beneficiary, or their representative for
                  services in connection with the payment of any claim under
                  any contract issued by LBVIP;

              (b) Registered Representative fails to deliver to LBVIP or its
                  authorized representative any of the following:  all
                  records, including electronic data, materials, supplies,
                  advertising, licenses, and all other documents containing
                  LBVIP confidential information and/or trade secrets, upon
                  the written request of LBVIP;

              (c) Registered Representative violates any of the applicable
                  federal and state laws, regulations or rules, or commits
                  any fraud, in connection with his or her duties as a
                  Registered Representative; or

              (d) Registered Representative violates any of the covenants
                  set forth in section C(12) herein.


E.   COMPLAINTS AND INVESTIGATIONS

     Registered Representative and LBSC jointly agree to cooperate fully in
     any insurance regulatory investigation or proceeding or judicial
     proceeding arising in connection with the Contracts marketed under this
     Agreement.  Registered Representative and LBSC further agree to
     cooperate fully in any securities regulatory investigation or
     proceeding or judicial proceeding with respect to Registered
     Representative, LBSC, or their affiliates and their agents or
     representatives to the extent that such investigation or proceeding is
     in connection with Contracts marketed under this Agreement.


F.   TERM OF AGREEMENT

     (1) Either party may unilaterally terminate this Agreement upon
         thirty (30) days' written notice to the other party of its
         intention to do so.

     (2) Upon termination of this Agreement, all authorizations, rights and
         obligations under this agreement shall cease except  (a) the
         agreements contained in Section E hereof;  (b) the indemnity set
         forth in Section G hereof;  (c) the obligations to settle accounts
         hereunder, including payments on premiums subsequently received for
         Contracts in effect at the time of termination or issued pursuant
         to the applications received by Registered Representative prior to
         termination; and  (d) the covenants set forth in Sections C(9),
         C(12) and C(13).

     (3) This Agreement will automatically terminate on the first day of the
         month next following the seventieth birthday of Registered
         Representative.

     (4) In the event that either the District Representative's Agreement
         between Registered Representative and Lutheran Brotherhood or the
         Registered Representative's Agreement between Registered
         Representative and LBSC is terminated, this Agreement will also
         terminate.

     (5) LBSC may immediately terminate this agreement for breach of any of
         the covenants and agreements herein by Registered Representative.


G.   INDEMNITY

     (1) Registered Representative shall be held to the exercise of
         reasonable care in carrying out the provisions of this Agreement.

     (2) Registered Representative agrees to indemnify and hold harmless
         LBVIP and LBSC and each of their current and former directors and
         officers and each person, if any, who controls or has controlled
         LBVIP or LBSC within the meaning of the 1933 Act or the 1934 Act,
         against any losses, claims, damages or liabilities to which LBVIP
         or LBSC and any such director or officer or controlling person may
         become subject, under the 1933 Act or otherwise insofar as such
         losses, claims, damages or liabilities (or actions in respect
         thereof) arise out of or are based upon:

              (a) Any unauthorized use of sales materials or any verbal or
                  written misrepresentations or any unlawful sales practices
                  concerning the Contracts by Registered Representative; or

              (b) The failure of Registered Representative or his/her
                  employees, to comply with the provisions of this
                  Agreement; and Registered Representative will reimburse
                  LBVIP, LBSC, or such director, officer or controlling
                  person in connection with investigating or defending any
                  such loss, claims, damage, liability or action.  This
                  indemnity agreement will be in addition to any liability
                  which Registered Representative may otherwise have.


H.   GENERAL TERMS

     (1) This Agreement shall not be assigned by either party without the
         written consent of the other.

     (2) This Agreement shall be governed by and construed in accordance
         with the laws of the State of Minnesota.

     (3) The forbearance or neglect of LBSC to insist upon strict compliance
         by Registered Representative with any of the provisions of this
         Agreement, whether continuing or not, shall not be construed as a
         waiver of LBSC's rights or privileges hereunder.  No waiver of any
         right or privilege of LBSC arising from any default or failure of
         performance by Registered Representative shall affect the LBSC's
         rights or privileges in the event of a further default or failure
         of performance.

     (4) Whenever required for proper interpretation of this Agreement, the
         singular number shall include the plural, the plural the singular,
         and the use of any gender shall include all genders.

     (5) The unenforceability or invalidity of any provisions hereof shall
         not render any other provision or provisions herein contained
         unenforceable or invalid.

     (6) This Agreement contains the entire understanding of the parties
         hereto, and no modification hereof or addition hereto shall be
         binding unless the same is in writing and signed by the parties
         hereto.

     (7) This Agreement shall be binding upon and inure to the benefit of
         the parties hereto, and their respective successors and permissive
         assigns, and Registered Representative's estate, heirs and personal
         representatives.


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
duly executed as of the day and year first above written.



                                LUTHERAN BROTHERHOOD SECURITIES CORP. (LBSC)




                                By 
                                  ------------------------------------------




                                  ------------------------------------------
                                  (Registered Representative)







#20526


<PAGE>
                                                                 EXHIBIT 4
                                                                      -----
        LUTHERAN BROTHERHOOD
[LOGO]  VARIABLE INSURANCE 
        PRODUCTS COMPANY
        A Stock Life Insurance Company
        Minneapolis, Minnesota  55415
                                                            FLEXIBLE PREMIUM
                                                   DEFERRED VARIABLE ANNUITY
- ----------------------------------------------------------------------------
This is a legal contract between the contract owner and Lutheran Brotherhood 
Variable Insurance Products Company. We issue this contract based on the 
Application signed by the applicant(s) and the payment of the first premium.

We will pay you the Annuity Income if an Annuitant is living on the Maturity 
Date (see page 3). The income will begin on the Maturity Date and, unless 
you change the settlement option, will be paid until the Annuitant dies. 
However, if the Annuitant dies during a Guarantee Period, income will 
continue to the beneficiary for the balance of that period. We will pay the 
Death Proceeds to the beneficiary upon receiving proof that the death of the 
Annuitant occurred before the Maturity Date.  The Annuity Income and Death 
Proceeds will be paid according to the provisions of this contract.

THE ACCUMULATED VALUE AND THE DEATH PROCEEDS MAY INCREASE OR DECREASE DAILY 
BASED ON THE INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT.  ANNUITY 
PAYMENTS PROVIDED BY THIS CONTRACT, WHEN BASED ON THE INVESTMENT EXPERIENCE 
OF THE VARIABLE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO MINIMUM 
DOLLAR AMOUNT.

RIGHT TO CANCEL.  PLEASE READ THIS CONTRACT CAREFULLY.  You may cancel the 
contract before midnight of the 10th day after you first receive it.  Do 
this by  (1) sending a telegram or mailing or delivering written notice to 
Lutheran Brotherhood Variable Insurance Products Company, 625 Fourth Avenue 
South, Minneapolis, MN  55415 or to the representative through whom you 
bought it, and  (2) returning the contract.  Notice given by mail and return 
of the contract by mail are effective on being postmarked, properly 
addressed and postage prepaid.  If you cancel the contract, it will be 
deemed void from the beginning.  Within 7 days after we receive it, we will 
refund the sum of:  (1) The Accumulated Value on the day the contract is 
first received by us or our representative; and  (2) The amount attributable 
to this contract for risk charges deducted from the Variable Account and for 
advisory fees charged against the net asset value in the Fund portfolios.


Annuity Income payable at maturity.
Death Proceeds payable at death before maturity.
Flexible premiums.
Return on investments reflected in contract benefits.
Annual dividends payable if earned.


Signed for the Company at Minneapolis, Minnesota
- ----------------------------------------------------------------------------

President      SAMPLE   /s/ Robert P. Gandrud

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

Secretary      SAMPLE   /s/ David J. Larson

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

ANNUITANT:   JOHN DOE                   AGE:   35     SEX:   MALE

ANNUITANT:   JANE DOE                   AGE:   35     SEX:   FEMALE

CONTRACT NUMBER:    C1234567            DATE OF ISSUE:  JANUARY 1, 1991
V2-VY-FPVA-1

CONTRACT NUMBER:    C1234567
- ----------------------------------------------------------------------------
TABLE OF CONTENTS
- ----------------------------------------------------------------------------
             Cover Page
             Index
             Contract Schedule, Contract Data 
SECTION 1    Definitions
SECTION 2    General Provisions
SECTION 3    Ownership
SECTION 4    Premiums
SECTION 5    Accumulated Value
SECTION 6    Surrender
SECTION 7    Accounts and Unit Values
SECTION 8    Beneficiary
SECTION 9    Settlement Provisions
             Additional Benefits, Amendments, Application

- ----------------------------------------------------------------------------
INDEX
- ----------------------------------------------------------------------------
                                                                     SECTION
Accumulated Value ....................................................  5
Accumulation Unit Value ..............................................  7
Administrative Charge ................................................  5
Allocation of Premiums ...............................................  7
Annual Report ........................................................  5
Annuity Income .......................................................  2
Annuity Unit Value ...................................................  7
Beneficiary ..........................................................  8
Cash Surrender Value .................................................  6
Change in Annuity Unit Allocation ....................................  7
Change in Contract ...................................................  2
Change of Investment Policy ..........................................  7
Death Proceeds .......................................................  2
Deferment ............................................................  2
Entire Contract ......................................................  2
Exchange Provision ...................................................  3
Fixed Account ........................................................  7
General Account ......................................................  7
Incontestability .....................................................  2
Minimum Accumulated Value Required ...................................  5
Misstatement of Age or Sex ...........................................  2
Ownership ............................................................  3
Premiums .............................................................  4
Settlement Options ...................................................  9
Surrender ............................................................  6
  Cash Surrender Value ...............................................  6
  Full Surrender .....................................................  6
  Partial Surrender ..................................................  6
  Surrender Charge ...................................................  6
Transfer and Assignment ..............................................  3
Transfer of Accumulated Values .......................................  7
Variable Account .....................................................  7

V2-VY-FPVA-2                       page 2

<PAGE>

       LUTHERAN BROTHERHOOD                      For information about this
[LOGO] VARIABLE INSURANCE                        contract, consult your 
       PRODUCTS COMPANY                          Lutheran Brotherhood
       625 Fourth Avenue South                   Variable Insurance Products
       Minneapolis, Minnesota  55415             Company Representative or
                                                 write to us at our home
                                                 office.
- ----------------------------------------------------------------------------
CONTRACT SCHEDULE                                        PLANNED ANNUAL
                                                            PREMIUM
BASIC BENEFIT
   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY                $1,000
   PREMIUMS PAYABLE TO THE CONTRACT ANNIVERSARY AFTER AGE 65
      MATURITY DATE:   JANUARY 1, 2021
      GUARANTEED PERIOD:   10 YEARS


   DATE OF INITIAL PREMIUM ALLOCATION:   JANUARY 1, 1991
      (SEE SECTION 7.4)

ACCUMULATED VALUES IN THE VARIABLE ACCOUNT DEPEND ON THE INVESTMENT
EXPERIENCE OF THE VARIABLE ACCOUNT.

- ----------------------------------------------------------------------------
ADMINISTRATIVE CHARGE:   $30.00 PER YEAR  (SEE SECTION 5.2)

                           SURRENDER CHARGES*

                CONTRACT YEAR               PERCENT APPLIED
                      1                           6%
                      2                           5%
                      3                           4%
                      4                           3%
                      5                           2%
                      6                           1%
                 THEREAFTER                       0%

   *SEE SECTION 6.4 FOR A FULL DESCRIPTION OF THE SURRENDER CHARGE.
- ----------------------------------------------------------------------------

ANNUITANT:   JOHN DOE                  AGE:   35     SEX:   MALE

CONTRACT NUMBER: C1234567             DATE OF ISSUE:   JANUARY 1, 1991

V2-VY-FPVA-3                          page 3


DATE OF ISSUE:   JANUARY 1, 1991                   CONTRACT NUMBER: C1234567
ANNUITANT:   JOHN DOE
AGE:   35     SEX:   MALE                                   FLEXIBLE PREMIUM
                                                   DEFERRED VARIABLE ANNUITY
- ----------------------------------------------------------------------------
         VARIABLE ACCOUNT INFORMATION

         Investment Company - LB Series Fund, Inc.

         Variable Account -- LBVIP Variable Annuity Account I

         Each subaccount of the LBVIP Variable Annuity Account I invests in
         a specific portfolio of LB Series Fund, Inc.  Subaccounts of the
         Variable Account and the portfolios in which they invest are as
         follows:
                      GROWTH SUBACCOUNT -- Amounts credited to this
                                           subaccount are invested in the
                                           Growth Portfolio.  This portfolio
                                           invests primarily in equity
                                           securities.

                 HIGH YIELD  SUBACCOUNT -- Amounts credited to this
                                           subaccount are invested in the
                                           High Yield Portfolio.  This
                                           portfolio invests primarily in
                                           high yield securities.

                      INCOME SUBACCOUNT -- Amounts credited to this
                                           subaccount are invested in the
                                           Income Portfolio.  This portfolio
                                           invests primarily in fixed income
                                           securities.

                MONEY MARKET SUBACCOUNT -- Amounts credited to this
                                           subaccount are invested in the
                                           Money Market Portfolio.  This
                                           portfolio invests primarily in
                                           money market instruments.

         The LB Series Fund, Inc. receives investment advice for each
         portfolio from Lutheran Brotherhood.  As investment advisor,
         Lutheran Brotherhood charges the LB Series Fund, Inc. a daily
         investment advisory fee equal to an annual rate of 0.4% of the
         aggregate average daily net assets of LB Series Fund, Inc.

         For a complete description of the Variable Account and the
         designated portfolios, please refer to the current prospectus for
         LB Series Fund, Inc.


FIXED ACCOUNT INFORMATION

Invests in the General Account of LBVIP.


V2-VY-FPVA-4                          page 4

                                               Contract Number:     C1234567
- ----------------------------------------------------------------------------
1.  DEFINITIONS
- ----------------------------------------------------------------------------
ANNUITANT.  The person(s) named as Annuitant on page 3.

APPLICATION.  The application(s) and all amendments and supplements.

CONTRACT ANNIVERSARY.  The Date of Issue on page 3 and the same month and 
day for years after issue as in the Date of Issue.

CONTRACT YEAR.  The period of time from one Contract Anniversary to the next 
Contract Anniversary.

FIXED ANNUITY.  An annuity whose payments are:

   1)  Guaranteed as to minimum amount; and

   2)  Not dependent on the investment experience of the Variable
       Account.

SEC.  Securities and Exchange Commission.

VALUATION DAY.  Any day, except the day after Thanksgiving Day and the day 
before Christmas Day, that the New York Stock Exchange is open for trading 
or there is sufficient trading in a Fund portfolio's securities to affect 
the accumulation unit value of the corresponding subaccount of the Variable 
Account.

VALUATION PERIOD.  The period of time from the end of one Valuation Day to 
the end of the next Valuation Day.

VARIABLE ANNUITY.  An annuity whose payments vary depending on the 
investment experience of the Variable Account.

WE, OUR, US, LBVIP.  Lutheran Brotherhood Variable Insurance Products 
Company.

WRITTEN NOTICE.  A written request or notice signed by you and received by 
us at our Home Office in Minneapolis, Minnesota.

YOU, YOUR, YOURS.  The owner(s) of this contract.


V2-VY-FPVA-5                      page 5


Contract Number:     1234567
- ----------------------------------------------------------------------------
2.  GENERAL PROVISIONS
- ----------------------------------------------------------------------------
2.1    ENTIRE CONTRACT.  The Entire Contract consists of:

       1)  This contract including any attached riders, amendments or 
           endorsements; and

       2)  The Application attached to this contract.

2.2    CHANGE OF CONTRACT.  No change in this contract is valid unless it is 
made in writing and signed by our President and Secretary.

2.3    DEATH PROCEEDS.  We will pay the Death Proceeds to the beneficiary 
upon receiving proof that the death of the Annuitant occurred before the 
Maturity Date.  Death Proceeds are paid according to Section 9.1 Payment of 
Proceeds.

The amount of Death Proceeds is calculated on the later of:

       1)  The date we receive proof of death; and

       2)  The date we receive signed notice of the Beneficiary's election
           to receive Death Proceeds.

The amount is the greatest of:

       1)  The Accumulated Value on the date Death Proceeds are calculated;

       2)  The sum of the premiums received by us, less the amount of any 
           Partial Surrenders; and

       3)  The Accumulated Value on the preceding Minimum Death Benefit Date 
           plus the sum of premiums received by us since that date, less the 
           amount of any Partial Surrenders since then.  The first Minimum 
           Death Benefit Date is the Date of Issue of this contract.  
           Thereafter, Minimum Death Benefit Dates occur every 6 years on
           the Contract Anniversary.

The Death Proceeds are not less than the minimum values required by law.

2.4    ANNUITY INCOME.  The Annuity Income will be the amount provided by 
the Cash Surrender Value on the Maturity Date.  This income may be paid 
under a Fixed Annuity, Variable Annuity, or both.  Unless you elect 
otherwise, the income will be determined according to Option 4 of Section 
9.2 Optional Plans of Settlement with the Guaranteed Period shown on page 3.

2.5    MATURITY DATE.  The Maturity Date is shown on page 3.  We will pay 
you the Annuity Income beginning on the Maturity Date if the Annuitant is 
then living.  You may change this date by giving Written Notice before the 
Maturity Date.

2.6    STATEMENTS IN THE APPLICATION.  We will not use any statement to 
contest a claim or to have this contract declared invalid unless the 
statement is contained in the Application.  All statements made in the 
Application are representations, not warranties.

2.7    INCONTESTABILITY.  We will not contest the validity of this contract 
after it has been in force during the Annuitant's lifetime for two years 
from the Date of Issue.

2.8    MISSTATEMENT OF AGE OR SEX.  If an Annuitant's age or sex has been 
misstated, any amount payable will be that which the premiums paid would 
have bought at the correct age and sex.  If we make any underpayment as a 
result of misstatement of age or sex, we will pay you the underpayment with 
interest compounded at the rate of 4% per year.  If we make any overpayment, 
future payments will be reduced until we have recovered the amount of the 
overpayment plus interest compounded at 4% per year.

V2-VY-FPVA-6                           page 6

                                                Contract Number:     1234567
- ----------------------------------------------------------------------------
2.  GENERAL PROVISIONS                                           (continued)
- ----------------------------------------------------------------------------

2.9    EXEMPTIONS FROM CLAIMS OF CREDITORS.  To the extent permitted by law, 
the proceeds of this contract and any payments under it will not be subject 
to the claims of creditors or to any legal proceedings.

2.10   DEFERMENT.  The Cash Surrender Value and Partial Surrenders will
normally be paid within 7 days after we receive Written Notice of surrender.  
The Death Proceeds and Annuity Income will be paid as in Sections 2.3 and 
2.4 respectively.  However, we may defer the payment of any portion of 
surrender amounts, Death Proceeds or Annuity Income which is in the Variable 
Account while:

       1)  The New York Stock Exchange is closed for trading; or

       2)  The SEC requires that trading be restricted or declares an
           emergency.

- ----------------------------------------------------------------------------
3.  OWNERSHIP
- ----------------------------------------------------------------------------
3.1    OWNERSHIP.  The Annuitant is the owner unless another owner is named 
in the Application.  While an Annuitant is living, the owner may exercise 
all rights set out in this contract.

3.2    EXCHANGE PROVISION.  If Death Proceeds become payable and the owner's 
spouse is the sole primary beneficiary, then the spouse may elect, to the 
extent permitted by law, to continue this contract in force as the Annuitant 
in lieu of receiving Death Proceeds.  Election must be made by giving 
Written Notice within 60 days after we receive due proof of death.

3.3    TRANSFER AND ASSIGNMENT.  If this contract is used in a qualified 
plan under Section 401, 403, 408 or 457 of the Internal Revenue Code, as 
amended, then:

       1)  If the owner is a trust, custodian or employer, you may transfer 
           ownership to the Annuitant, otherwise

       2)  This contract may not be sold, assigned, discounted or pledged as 
           collateral for a loan or as security for performance of an
           obligation or for any other purpose to any person other than us.

If this contract is not used in a qualified plan as described above, then:

       1)  Ownership may be transferred but not to a natural person; and

       2)  This contract may be assigned as collateral.

We are not bound by any assignment unless it is in writing and filed at our 
Home Office.  We are not responsible for the validity or effect of any 
assignment.


V2-VY-FPVA-7                       page 7

Contract Number:    C1234567
- ----------------------------------------------------------------------------
4.  PREMIUMS
- ----------------------------------------------------------------------------
4.1    PREMIUM PAYMENTS.  The amount of the Planned Annual Premium is shown 
on page 3.  The initial premium is due and payable on the Date of Issue. 

You may pay more or less than the Planned Annual Premium in any Contract 
Year. Premiums may be paid at any time before the Maturity Date and in any 
amount except that we reserve the right to require that each premium payment 
must be at least $50.

Premiums are payable at our Home Office.  Upon request we will give you a 
receipt, signed by an officer of the Company, for the premium paid.

4.2    NET PREMIUM.  The Net Premium is the portion of each premium which is 
allocated to the subaccounts of the Variable Account and to the Fixed 
Account.  The Net Premium is equal to the premium paid less any charge for 
state and local premium taxes.

4.3    PREMIUM BILLING.  We will send premium billings based on the amount 
and frequency of premium payments which you request.  You may change the 
amount and, subject to our published rules, the frequency or method of 
billing by giving Written Notice.  If we do not receive any premium payments 
for 24 consecutive months, we will stop billings.

- ----------------------------------------------------------------------------
5.  ACCUMULATED VALUE
- ----------------------------------------------------------------------------
5.1    ACCUMULATED VALUE.  On or before the Maturity Date, the Accumulated 
Value of this contract is equal to the sum of the accumulated values for 
this contract in the subaccounts and in the Fixed Account.

The accumulated value in any subaccount on a Valuation Day is equal to:

       1)  The number of accumulation units for this contract in that
           subaccount (see Section 7.6); multiplied by

       2)  The accumulation unit value for that subaccount (see
           Section 7.7).

The accumulated value for any day that is not a Valuation Day will be 
determined on the next Valuation Day.

The accumulated value in the Fixed Account on any day is the sum of:

       1)  Net Premiums allocated to the Fixed Account;

       2)  Accumulated value transferred to the Fixed Account from a
           subaccount; and

       3)  Interest credited;
Less
       4)  Partial Surrenders which are applied against the Fixed Account;

       5)  Accumulated value transferred from the Fixed Account to a
           subaccount; and

       6)  Administrative Charges that are taken from the Fixed Account.

5.2    ADMINISTRATIVE CHARGE.  On each Contract Anniversary prior to and 
including the Maturity Date, if the sum of premiums received by us less the 
amount of any Partial Surrenders is less than $5,000, we will deduct an 
Administrative Charge from the Accumulated Value.  The charge will be 
applied against each subaccount of the Variable Account and against the 
Fixed Account according to the ratio for this contract of the accumulated 
value in the subaccount or Fixed Account to the sum of the accumulated 
values in all the subaccounts and the Fixed Account. With our approval, you 
may choose other allocations of the Administrative Charge.  The amount of 
the Administrative Charge is shown on page 3.

V2-VY-FPVA-8                        page 8

                                                Contract Number:    1234567
- ----------------------------------------------------------------------------
5.  ACCUMULATED VALUE                                            (continued)
- ----------------------------------------------------------------------------

5.3    MINIMUM ACCUMULATED VALUE REQUIRED.  We will terminate this contract
on any Contract Anniversary if:

       1)  The Accumulated Value is less than $1,000 and no premium payment
           has been received in the Home Office for at least 24 months; or

       2)  The Accumulated Value (before any Administrative Charge is
           applied) is less than the Administrative Charge.

Upon termination under paragraph (1) of this provision we will pay you the 
Accumulated Value.

5.4    ANNUAL REPORT.  We will mail you a statement of the value of this 
contract at least once each year until the Maturity Date.  The report will 
show the Accumulated Value and any additional information required by law.

- ----------------------------------------------------------------------------
6.  SURRENDER
- ----------------------------------------------------------------------------
6.1    FULL SURRENDER.  On or before the Maturity Date, you may surrender 
this contract for its Cash Surrender Value by giving Written Notice before 
the Maturity Date and while the Annuitant is alive.  The surrender will be 
effective on the later of:

       1)  The date we receive Written Notice; and

       2)  The date you specify.

6.2    CASH SURRENDER VALUE.  The Cash Surrender Value on any date is equal 
to:

       1)  The Accumulated Value;
Less
2)  Any Surrender Charge (see Section 6.4); and.

3)  Any charges made for state and local taxes at the time of surrender.

The Cash Surrender Values are not less than the minimum values required by 
law.

6.3    PARTIAL SURRENDER.  On or before the Maturity Date, you may surrender 
a portion of the Accumulated Value by giving Written Notice before the 
Maturity Date and while the Annuitant is alive.  The portion surrendered is 
the Partial Surrender.  We will deduct any Surrender Charge (see Section 
6.4) and any charge for state and local premium taxes from the Partial 
Surrender, as determined on the date we receive Written Notice.

A Partial Surrender:

       1)  Must be at least $500;

       2)  Will reduce the Accumulated Value by the amount of the Partial 
           Surrender.  The reduction will be applied against each subaccount
           of the Variable Account and against the Fixed Account according
           to the ratio for this contract of the accumulated value in the
           subaccount or Fixed Account to the sum of the accumulated values
           in all the subaccounts and the Fixed Account.  With our approval,
           you may choose other allocations to the subaccounts and the Fixed
           Account;

       3)  Must not reduce the remaining Accumulated Value to less than
           $1,000; and

       4)  Will be effective on the date we receive Written Notice.

V2-VY-FPVA-9                           page 9

Contract Number:     1234567
- ----------------------------------------------------------------------------
6.  SURRENDER                                                    (continued)
- ----------------------------------------------------------------------------

6.4    SURRENDER CHARGE.  A Surrender Charge will be applied to Full and 
Partial Surrenders.  The charge is made as a percentage of the Accumulated 
Value surrendered.  The percent applied is shown on page 3.  However:

       1)  On any date, the sum of all Surrender Charges applied up to that
           date will not exceed 6 1/2% of the total of premiums paid to
           that date;

       2)  For any surrender made more than three years after the Date of
           Issue, no Surrender Charge will be deducted from the portion of
           the Accumulated Value surrendered which is paid under:

           a)  Option 2, 3 or 3V of Section 9.2 provided that payments will
               be made for at least 5 years and that the proceeds may not be 
               withdrawn; or

           b)  Option 4 or 4V of Section 9.2 or any other life income 
               option agreed to by us;

       3)  In each Contract Year you may surrender without a Surrender
           Charge up to 10% of the Accumulated Value existing at the time
           the first surrender is made in that Contract Year; and

       4)  No Surrender Charge will be applied for surrenders made during
           Total Disability of the Annuitant. 

Total Disability is a disability:

           a)  Which has continued for six consecutive months;

           b)  Which results from bodily injury sustained or disease which
               first appears while this contract is in force; and

           c)  Which completely prevents the Annuitant from engaging in an 
               Occupation for gain or profit.  During the first 24 months of 
               disability, Occupation is the Annuitant's regular occupation
               when the disability begins.  After this, it is any
               occupation for which the Annuitant is or becomes qualified
               by reason of education, training or experience.  However:

               i) If the Annuitant is a full-time student under age 18 when
                  Total Disability begins, Occupation for gain or profit
                  means attending school outside the home This definition
                  applies until the disabled Annuitant reaches age 18, or
                  24 months if later.

               ii) If the Annuitant is primarily a homemaker when Total
                  Disability begins, Occupation for gain or profit means 
                  performing household duties.


V2-VY-FPVA-10                          page 10


                                                Contract Number:     1234567
- ----------------------------------------------------------------------------
7.  ACCOUNTS AND UNIT VALUES
- ----------------------------------------------------------------------------
7.1    VARIABLE ACCOUNT.  We have established the Variable Account shown on 
page 4 as a separate investment account according to Minnesota laws.  The 
Variable Account is registered with the SEC as a unit investment trust under 
the Investment Company Act of 1940.

The Variable Account has subaccounts which invest in shares of the LB Series 
Fund, Inc. (the Fund).  The Fund is registered with the SEC under the 
Investment Company Act of 1940 as a diversified open-end management 
investment company.  Each subaccount purchases shares in a specified 
portfolio of the Fund.  Amounts allocated to each subaccount buy shares of 
the portfolio for that subaccount at net asset value.  The portfolios and 
subaccounts are shown on page 4. We may add additional subaccounts to invest 
in a new portfolio of the Fund or in a different investment company.

We own the assets of the Variable Account.  Assets equal to the reserves and 
other liabilities of the Variable Account may not be charged with 
liabilities from any other business we conduct.  However, we may transfer 
assets of the Variable Account in excess of account reserves and liabilities 
to our General Account.

Income and realized and unrealized gains and losses from each subaccount of 
the Variable Account are credited to or charged against that subaccount.  
The value of the assets in the Variable Account is determined at the end of 
each Valuation Day.

7.2    FIXED ACCOUNT.  Amounts allocated to the Fixed Account are invested 
with our General Account assets.  Interest will be credited on Net Premiums 
allocated to the Fixed Account and on accumulated value transferred to the 
Fixed Account from the date of allocation or transfer.  The rate applied to 
amounts in the Fixed Account depends on the date of allocation or transfer 
to the Fixed Account.  For any amount allocated or transferred to the Fixed 
Account, we guarantee that the initial interest rate will be effective for 
at least 12 months, and subsequent interest rates will not be changed more 
often than once every 12 months.  Interest will be compounded daily.  
Interest rates will never be less than an effective rate of 4.0% per year.  
The last-in, first-out accounting method will be used to credit interest for 
Partial Surrenders, transfers and the Administrative Charge.

7.3    GENERAL ACCOUNT.  The General Account includes all assets we own that 
are not in the Variable Account or any other separate account of the 
Society.  Reserves for any Fixed Annuity are maintained in the General 
Account.

7.4    ALLOCATION OF PREMIUMS.  The first premium payment is applied on the 
Date of Issue.  After the Date of Issue, payments are applied on the date we 
receive them.

The Date of Issue of this contract is the date the first premium is received 
in our Home Office.  The Date of Initial Premium Allocation is the date we 
approve your Application.  Both of these dates are shown on page 3.

Premiums are allocated to the subaccounts of the Variable Account and to the 
Fixed Account as follows:

       1)  For each premium received before the Date of Initial Premium
           Allocation, the Net Premium will be applied to the Money Market
           Subaccount as of the Date of Issue.  On the Date of Initial
           Premium Allocation, the accumulated value in the Money Market
           Subaccount will be allocated to the subaccounts of the Variable
           Account and to the Fixed Account.

       2)  For each premium received on or after the Date of Initial
           Premium Allocation, the Net Premium will be allocated to the
           subaccounts of the Variable Account and to the Fixed Account.

Premiums are allocated according to the premium allocation percentages for 
this contract.  The initial premium allocation percentages are specified in 
the Application.  You may change these premium allocation percentages by 
giving Written Notice.  The change will be effective for each premium 
received with or after your notice.  The sum of the premium allocation 
percentages must be 100%, and each premium allocation percentage must be a 
whole number not more than 100%.  We reserve the right to adjust your 
allocation to eliminate fractional percentages.

V2-VY-FPVA-11                        page 11

                                                Contract Number:     1234567
- ----------------------------------------------------------------------------
7.  ACCOUNTS AND UNIT VALUES                                     (continued)
- ----------------------------------------------------------------------------

7.5    TRANSFER OF ACCUMULATED VALUES.  On or before the Maturity Date, you 
may transfer some or all of the accumulated values among the subaccounts of 
the Variable Account and the Fixed Account.  You do this by giving Written 
Notice.  The transfer of accumulated value is subject to the following:

       1)  The total amount transferred cannot be less than the smaller of:

           a)  $500; and

           b)  The accumulated value in the subaccount(s) or Fixed Account
               from which the transfer is being made.

       2)  The transfer will occur at the end of the day on which we receive 
           Written Notice.

       3)  We reserve the right to limit the number of transfers in each 
           Contract Year.  However, subject to the limit on Fixed
           Account transfers stated in (4), we will always allow at least
           two transfers per Contract Year.

       4)  Transfers from the Fixed Account must be made on or within 45
           days after a Contract Anniversary.  Only one transfer from the
           Fixed Account will be allowed per Contract Year.

We may defer making transfers subject to the same conditions as in Section 
2.10 Deferment.

7.6    NUMBER OF ACCUMULATION UNITS.  The number of accumulation units for 
this contract in any subaccount may increase or decrease at the end of each 
Valuation Period.  The number of accumulation units increases when, during 
the period:

       1)  Premiums are allocated to the subaccount; or

       2)  Accumulated value is transferred to the subaccount from another 
           subaccount or from the Fixed Account.

The number of accumulation units decreases when, during the Valuation 
Period:

       1)  Accumulated value is transferred from the subaccount to another 
           subaccount or to the Fixed Account;

       2)  Partial Surrenders are applied against the subaccount; or

       3)  Administrative Charges are taken from the subaccount.

The increase or decrease in the number of accumulation units for this 
contract in any subaccount is equal to:

       1)  The dollar amount allocated or transferred to or from that
           subaccount;
Divided by
       2)  The accumulation unit value for that subaccount at the end of the 
           Valuation Period during which the amounts are allocated or 
           transferred.


V2-VY-FPVA-12                        page 12

Contract Number:     1234567
- ----------------------------------------------------------------------------
7.  ACCOUNTS AND UNIT VALUES                                     (continued)
- ----------------------------------------------------------------------------

7.7    ACCUMULATION UNIT VALUE.  The accumulation unit value for a 
subaccount is equal to (1) divided by (2) where:

       1)  Is the sum of:

           a)  The net asset value of the corresponding portfolio of the 
               subaccount at the end of the current Valuation Period; plus

           b)  The amount of any dividend or capital gain distribution made
               by the portfolio if the "ex-dividend" date occurs during the
               Valuation Period; plus or minus

           c)  A charge or credit for any taxes reserved for that we
               determine to be a result of the investment operation of the
               portfolio; 
Less
           d)  The risk charge we deduct for each day in the Valuation
               Period.  This charge for mortality and expense risks is
               guaranteed not to exceed, on an annual basis, 1.25% of the
               daily value of the subaccount.

       2)  Is the number of accumulation units of that subaccount for all 
           contracts, including accumulation units held as reserves for
           Variable Annuities.

Accumulation unit values are determined at the end of each Valuation Day 
before the transfer or allocation of any amounts to or from the subaccounts.  
The accumulation unit values may increase or decrease on each Valuation Day.

7.8    NUMBER OF ANNUITY UNITS.  If a Variable Annuity is payable, each 
annuity payment is defined in terms of annuity units.  The total amount 
payable is the sum of the payments from each subaccount.  The number of 
annuity units payable from any subaccount is equal to:

       1)  The dollar amount of the first annuity payment provided by that 
           subaccount;
Divided by
       2)  The annuity unit value for that subaccount on the Valuation Day
           on which the first payment is calculated.

After the first payment, the number of annuity units payable from each 
subaccount will not change unless you request a change in allocation as 
provided in Section 7.11.  The dollar amount payable from any subaccount 
will be equal to:

       1)  The number of units payable from that subaccount;
Multiplied by
       2)  The annuity unit value for that subaccount on the Valuation Day
           on which the payment is calculated.

7.9  ANNUITY UNIT VALUE.  On any Valuation Day, the annuity unit value for a 
subaccount is equal to:

       1)  The annuity unit value for the subaccount at the end of the prior 
           Valuation Day;
Multiplied by
       2)  The Investment Factor (see Section 7.10) for the subaccount for
           that day;
Multiplied by
       3)  A discount factor equivalent to an assumed interest rate of
           3 1/2% per year.

Annuity unit values are determined at the end of each Valuation Day before 
the transfer or allocation of any amounts to or from the subaccounts.  The 
annuity unit values may increase or decrease on each Valuation Day.

V2-VY-FPVA-13                     page 13

Contract Number:     1234567
- ----------------------------------------------------------------------------
7.  ACCOUNTS AND UNIT VALUES                                     (continued)
- ----------------------------------------------------------------------------

7.10    INVESTMENT FACTOR.  The Investment Factor for a subaccount measures 
the investment performance of that subaccount.  The Investment Factor for a 
subaccount is equal to:

       1)  The accumulation unit value of the subaccount at the end of the 
           current Valuation Period;

Divided by

       2)  The accumulation unit value of the subaccount at the end of the
           last prior Valuation Period.

7.11    CHANGE IN ANNUITY UNIT ALLOCATION.  You may change the allocation of 
Annuity Units among the subaccounts of the Variable Account.  Any change in 
Annuity Unit allocations:

       1)  Will occur at the end of the day on which we receive Written
           Notice;

       2)  Will be based on annuity unit values for the subaccounts on that
           day; and

       3)  May be made only once each contract year.

7.12    CHANGE OF INVESTMENT POLICY.  The investment policy for the Variable 
Account is described on page 4.  We may change the investment policy of the 
Variable Account with the approval of the insurance supervisory officials of 
the State of Minnesota.  The approval process has been filed with the 
insurance department of the state in which this contract is delivered.  We 
will notify you if there is a material change in investment policy.

7.13    CHANGE OF PORTFOLIO.  We may determine that a portfolio has become 
unsuitable for investment by a subaccount or shares of a portfolio may cease 
to be available for investment.  In such event, we may substitute another 
portfolio of the investment company or invest in a different investment 
company.  This change would not be made unless approved by:

       1)  The SEC; and

       2)  If required, the insurance supervisory officials in the state
           where this contract is delivered.


- ----------------------------------------------------------------------------
8  BENEFICIARY
- ----------------------------------------------------------------------------
8.1    BENEFICIARY.  The beneficiary is named in the Application.  You may 
change the beneficiary by giving Written Notice.  The change will become 
effective if:

       1)  We receive Written Notice; and

       2)  We acknowledge the change.

The effective date of the change will be the date the notice was signed.  We 
will not be liable for any payment made or action taken by us before we 
receive the notice.

8.2    RIGHTS OF BENEFICIARIES.  Unless you designate otherwise, a surviving 
beneficiary entitled to receive Annuity Income may:

       1)  Designate a contingent beneficiary; or

       2)  Take as a lump sum the commuted value of the Annuity Income
           remaining payable to the end of the Guaranteed Period.  The
           commuted value will be based on the interest rate used to
           determine the Annuity Income.

8.3    SUCCESSION OF BENEFICIARIES.  You may designate one or more 
beneficiaries to receive any Death Proceeds payable or any Annuity Income 
remaining payable upon the Annuitant's death.  You will classify each 
beneficiary as primary or contingent.  Upon the Annuitant's death, we will 
pay to the primary beneficiaries who survive the Annuitant any proceeds or 
income payable.  If none survive, we will pay the surviving contingent 
beneficiaries.  In the event no beneficiary survives the Annuitant, any 
Death Proceeds payable or the commuted value of any Annuity Income remaining 
payable will be paid to the Annuitant's estate.

Other designations or successions of beneficiaries may be arranged with us.

8.4    SHARE OF PROCEEDS.  Unless you specify otherwise, each beneficiary 
receiving payments will have an equal share in any Death Proceeds payable or 
any Annuity Income remaining payable.

V2-VY-FPVA-14                        page 14

                                                Contract Number:     1234567
- ----------------------------------------------------------------------------
9.  SETTLEMENT PROVISIONS
- ----------------------------------------------------------------------------
9.1    PAYMENT OF PROCEEDS.  Proceeds from death or surrender are payable in 
a lump sum unless otherwise provided.  On Death Proceeds, we will pay 
interest at the rate payable in Option 1 - Interest Income.  Interest is 
payable from the date the amount of Death Proceeds is calculated (see 
Section 2.3) until the date of settlement.  Instead of a lump sum, proceeds 
of $2,000 or more may be paid under any settlement option in Section 9.2 by 
means of a supplementary contract which we will issue.

9.2    OPTIONAL PLANS OF SETTLEMENT.  Proceeds payable under a settlement 
option may be paid under one or more of the following options.

OPTION 1 - INTEREST INCOME.  The proceeds may be left on deposit.  Interest 
will be paid at a rate of not less than 3% per year.  These proceeds may be 
withdrawn upon request.

FIXED ANNUITY OPTION 2 - INCOME OF A FIXED AMOUNT.  We will pay an income of 
a fixed amount at agreed upon intervals.  This income is subject to these 
conditions:

       1)  Income per year must not be less than 6% of the proceeds.

       2)  Income is paid until the proceeds, with interest credited at the
           rate of 3 1/2% per year on the unpaid balance, are paid in full.
           This income may be increased by the crediting of additional
           interest.

FIXED ANNUITY OPTION 3 AND VARIABLE ANNUITY OPTION 3V - INCOME FOR A FIXED 
PERIOD.  We will pay an income for a fixed number of years, not to exceed 
30.  Guaranteed payments for Options 3 and 3V are shown in the table on page 
16.  We use an effective annual interest rate of 3 1/2%.  Under Option 3, 
the income per $1,000 of proceeds will not be less than the amount shown.  
Under Option 3V, the first monthly payment per $1,000 of proceeds in any 
subaccount will be the amount shown.

FIXED ANNUITY OPTION 4 AND VARIABLE ANNUITY OPTION 4V - LIFE INCOME WITH 
GUARANTEED PERIOD.  We will pay an income for the lifetime of the payee.  If 
the payee dies during the guaranteed period, payments will be continued to 
the end of that period and will be paid to the beneficiary.  A period of 10 
or 20 years may be elected.  Guaranteed payments for Options 4 and 4V are 
shown in the table on page 17.  The incomes are based on the 1983 Table A 
for Annuity Valuation using an effective annual interest rate of 3 1/2%.  
Under Option 4, the income per $1,000 of proceeds will not be less than the 
amount shown.  Under Option 4V, the first monthly payment per $1,000 of 
proceeds in any subaccount will be the amount shown.  After the first 
payment is made, Options 4 and 4V may not be revoked or changed.

OPTION 5 - OTHER OPTIONS.  The proceeds may be paid under any other 
settlement option agreeable to us.

V2-VY-FPVA-15                        page 15

Contract Number:     1234567
- ----------------------------------------------------------------------------
9.  SETTLEMENT PROVISIONS                                        (continued)
- ----------------------------------------------------------------------------

9.3    ELECTION OF AN OPTION.  You may elect an option by Written Notice 
during the Annuitant's lifetime.  The option must be elected before proceeds 
become payable.  Assignees and third-party owners may elect an option only 
with our consent.  Election of Options 4 or4V may be made only if the payee 
is a natural person who is the Annuitant or a beneficiary.

If Death Proceeds are payable, the beneficiary may elect a settlement option 
other than Option 1 - Interest Income within one year from the date of death 
provided that:

       1)  The manner of settlement has not been restricted before the 
           Annuitant's death;

       2)  The Death Proceeds have not been paid; and

       3) Either:

          a)  The principal and interest are completely distributed
              within 5 years after the date of death; or

          b)  If you have designated a natural person as beneficiary,
              distribution of the principal and interest is made by means of
              a periodic payment which:

              i)   Begins within one year after the date of death; and

              ii)  Is not guaranteed for a period which extends beyond the
                   life expectancy of the beneficiary.

Election of an option is subject to these conditions:

       1)  Payments must not be less than $25;

       2)  Payments are made only at annual, semiannual, quarterly or
           monthly intervals; and

       3)  The first payment, except under Option 1 - Interest Income, is
           payable as of the date the option becomes effective.  Under
           Option 1, interest is payable at the end of the first payment
           interval.

If annuity payments would be or become less than $25, we reserve the right 
to change the frequency of payments to an interval such that payments are 
not less than $25.



<PAGE>


<TABLE>
<CAPTION>
                                          OPTIONS 3 AND 3V
                 Option 3 - Guaranteed Monthly Payments for Each $1,000 of Proceeds
                    Option 3V - First Monthly Payment for Each $1,000 of Proceeds
- -----------------------------------------------------------------------------------------------------
Years    Monthly     Years   Monthly    Years   Monthly    Years   Monthly    Years   Monthly
Payable  Payment    Payable  Payment   Payable  Payment   Payable  Payment   Payable  Payment
- -----------------------------------------------------------------------------------------------------
   <S>    <C>         <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>
   1      84.65        7      13.37      13      7.93       19      5.96       25      4.96
   2      43.05        8      11.89      14      7.48       20      5.75       26      4.84
   3      29.19        9      10.75      15      7.10       21      5.56       27      4.73
   4      22.26       10       9.83      16      6.76       22      5.39       28      4.62
   5      18.11       11       9.08      17      6.46       23      5.23       29      4.53
   6      15.34       12       8.46      18      6.20       24      5.09       30      4.44
- -----------------------------------------------------------------------------------------------------
      Annual, Semiannual or Quarterly payments are 11.813, 5.957 and 2.991 respectively,
      times the Monthly payments.
- -----------------------------------------------------------------------------------------------------
</TABLE>

V2-VY-FPVA-16                      page 16
<TABLE>
<CAPTION>
                                                               Contract Number:     1234567

                                             OPTIONS 4 AND 4V
                                      Male Payee - Monthly Life Income 
- -----------------------------------------------------------------------------------------------------
                   Option 4 - Guaranteed Monthly Life Income for Each $1,000 of Proceeds
                 Option 4V - First Monthly Life Income Payment for Each $1,000 of Proceeds
- -----------------------------------------------------------------------------------------------------
                          Payments     Payments                            Payments     Payments
          Age of Payee   Guaranteed   Guaranteed           Age of Payee   Guaranteed   Guaranteed
           on Date of       for          for                on Date of       for          for
          First Payment   10 years     20 years            First Payment   10 years     20 years
- -----------------------------------------------------------------------------------------------------
              <S>           <C>          <C>                    <C>          <C>          <C>
              40            3.94         3.89                   70           6.87         5.52
              45            4.20         4.11                   71           7.05         5.55
              50            4.51         4.36                   72           7.22         5.59
              55            4.91         4.66                   73           7.40         5.62
              60            5.42         4.97                   74           7.57         5.64
              61            5.54         5.04                   75           7.75         5.65
              62            5.67         5.10                   76           7.92         5.65
              63            5.80         5.16                   77           8.09         5.65
              64            5.94         5.22                   78           8.26         5.65
              65            6.08         5.28                   79           8.42         5.65
              66            6.23         5.33                   80           8.57         5.65
              67            6.38         5.38                   85           9.20         5.65
              68            6.54         5.43                   90           9.59         5.65
              69            6.71         5.48                   95           9.73         5.65
- -----------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                  Female Payee - Monthly Life Income
- -----------------------------------------------------------------------------------------------------
                 Option 4 - Guaranteed Monthly Life Income for Each $1,000 of Proceeds
               Option 4V - First Monthly Life Income Payment for Each $1,000 of Proceeds
- -----------------------------------------------------------------------------------------------------
                         Payments     Payments                            Payments     Payments
    Age of Payee        Guaranteed   Guaranteed           Age of Payee   Guaranteed   Guaranteed
     on Date of            for          for                on Date of       for          for
    First Payment        10 years     20 years            First Payment   10 years     20 years
- -----------------------------------------------------------------------------------------------------
        <S>                <C>          <C>                    <C>          <C>          <C>
        40                 3.72         3.70                   70           6.23         5.37
        45                 3.92         3.88                   71           6.40         5.43
        50                 4.18         4.11                   72           6.58         5.48
        55                 4.51         4.38                   73           6.76         5.52
        60                 4.93         4.70                   74           6.95         5.57
        61                 5.03         4.77                   75           7.14         5.60
        62                 5.14         4.84                   76           7.34         5.63
        63                 5.25         4.91                   77           7.54         5.65
        64                 5.37         4.98                   78           7.74         5.65
        65                 5.50         5.05                   79           7.94         5.65
        66                 5.63         5.12                   80           8.13         5.65
        67                 5.77         5.19                   85           8.97         5.65
        68                 5.91         5.25                   90           9.48         5.65
        69                 6.07         5.32                   95           9.73         5.65
- -----------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>
V2-VY-FPVA-17                      page 17


        LUTHERAN BROTHERHOOD
[LOGO]  VARIABLE INSURANCE 
        PRODUCTS COMPANY
        A Stock Life Insurance Company
        Minneapolis, Minnesota  55415
                                                            FLEXIBLE PREMIUM
                                                   DEFERRED VARIABLE ANNUITY
- ----------------------------------------------------------------------------
Annuity Income payable at maturity.
Death Proceeds payable at death before maturity.
Flexible premiums.
Return on investments reflected in contract benefits.
Annual dividends payable if earned.




#20757

28





<PAGE>
                                                                   EXHIBIT 5
============================================================================
LUTHERAN BROTHERHOOD
VARIABLE INSURANCE PRODUCTS COMPANY
625 Fourth Avenue South                                               PART I
Minneapolis, Minnesota  55415           APPLICATION FOR INSURANCE OR ANNUITY
============================================================================
                COMPLETE THIS SECTION FOR ALL APPLICATIONS
============================================================================

1. Print full name of Proposed Insured
- ----------------------------------------------------------------------------
       LAST              FIRST             MIDDLE         SOC SEC NO.

- ----------------------------------------------------------------------------
    STREET ADDRESS (ENTER OTHER BILLING INSTRUCTIONS IN NO. 20)

- ----------------------------------------------------------------------------
       CITY                                   STATE           ZIP

- ----------------------------------------------------------------------------
   a. BIRTHDATE     b .AGE     c. SEX    d. BIRTH STATE    e. MARITAL STATUS
    MO   DA   YR
2.

============================================================================
                       QUESTIONS 3-7  AGES 18 & OVER
============================================================================
3. EMPLOYER

- ----------------------------------------------------------------------------
4. BUSINESS ADDRESS

- ----------------------------------------------------------------------------
5. OCCUPATIONAL DUTIES

- ----------------------------------------------------------------------------
6. GROSS INCOME                          7. HOW LONG AT THIS OCCUPATION?
   $                                           YEARS               MONTHS

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

8. IS EACH PERSON TO BE INSURED (OR ANNUITANT) AN ADULT OR JUVENILE CONTRACT
   MEMBER OF LUTHERAN BROTHERHOOD?
                                            / /  YES       / /  NO

            (IF NO, COMPLETE MEMBERSHIP APPLICATION IF APPLICABLE)

============================================================================
9. Insurance in force on persons proposed for life coverage
   Answer all items.  If none, state "None"
============================================================================
     NAME OF PERSON        COMPANY       LIFE AMOUNT        ACC. DEATH AMT.
- ----------------------------------------------------------------------------

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

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

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

10. Do you intend replacement or change of or borrowing on any existing
    life, annuity or health insurance because of this application for
    insurance?
                       / /  Yes         / /  No

             If "Yes" give details in number 20 and complete
                   Disclosure Statement if applicable

============================================================================
  11. COMPLETE THIS SECTION FOR FAMILY MEMBER(S) INCLUDED ON LIFE COVERAGE
============================================================================
      FULL NAME           SEX   BIRTHDATE  AGE  HEIGHT  WEIGHT  RELATIONSHIP
                               MO  DA  YR
- ----------------------------------------------------------------------------
SPOUSE
- ----------------------------------------------------------------------------

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

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

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

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

Unless otherwise requested in number 20, life insurance proceeds for covered 
family members will be paid to the Insured, if living; otherwise to the 
covered family member's estate.

Child Rider  --  Reduced Death Benefits:
                    Birth through 14 days -   $0
                    15 days to Age 6 months - 50% of the Child Rider amount
                    Age 6 months and up -     amount of the Child Rider.

============================================================================
                  12. COMPLETE FOR LIFE AGE 16 AND OVER
============================================================================
     Give details for "Yes" answers under number 20.           Yes      No
       Has any person to be insured:

          a. Applied elsewhere, either currently
             or within the past 6 months, for Life
             or Health Insurance?                              / /     / /

          b. Flown in the past 3 years, or have any
           intent to fly as a pilot, co-pilot,
           student pilot, or crew member?                      / /     / /
           (If "Yes", complete an Aviation Supplement).

          c. In the past 3 years been refused a drivers
             license, had a license suspended or had a
             moving violation or accident?                     / /     / /
             If "Yes", Drivers license No.
                                          -----------------

          d. Participated in skydiving, skin or scuba
             diving, hang gliding, or vehicle racing or
             does any person intend to?                        / /     / /

============================================================================
13. Complete for Persons  Smoke     Formerly Smoke  If Yes,  Use other form
       20 and Over      Cigarettes?   Cigarettes?    Date      of tobacco?
                                                 Discontinued
============================================================================
       First Name        Yes   No      Yes   No               Yes No Details
- ----------------------------------------------------------------------------

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

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

14. In the past 10 years, has any person to be insured had or been told they
    had Acquired Immune Deficiency Syndrome ("AIDS"), AIDS Related Complex
    ("ARC") or any other immunosuppressive condition or had a positive test
    for antibodies to the AIDS Virus?
                                               / /  Yes        / /  No

                    If "Yes" give details in number 20.

============================================================================
                    15. COMPLETE FOR ALL APPLICATIONS
============================================================================
a. Plan                   b. Amount $                   c. / /  Nonsmoker
       -------------                 -------------

d. Death Benefit Option         / /  A           / /  B

e. Planned Annual Premium  $
                            ------------------------------------------------

f. Additional Benefits

     /X/  Waiver of Monthly Deduction

     / /  Accidental Death

     / / Guaranteed Increase Option  $
                                      --------------------------------------
     /X/ COLA

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

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

g.   / /  Spouse Rider  $
                         -------------------------------
     / /  Child Rider   $
                         -------------------------------
h.   / /  Other

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

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

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


16. Premium Allocation

     a. Growth Subaccount                        %
                                     ------------
     b. Income Subaccount                        %
                                     ------------
     c. Money Market Subaccount                  %
                                     ------------
     d.                                          %
        -----------------------      ------------
               Allocations must total        100 %

============================================================================
17. SUITABILITY
============================================================================
     a. Has the Proposed Insured and has the Applicant Owner, if other than
        the Proposed Insured, received a current prospectus for the contract
        applied for?
                            / /  Yes           / /  No


     b. Do you understand that under the contract applied for the amount of
        the Accumulated Value may increase or decrease daily based on the
        investment experience of the Separate Account and that the amount or
        duration of the Death Benefit may vary with the Accumulated Value?

                            / /  Yes           / /  No


     c. With this in mind, is the contract in accord with your investment
        objectives and your anticipated insurance and financial needs?

                            / /  Yes           / /  No




- -------------------------------------------------      ----------------
Applicant/Owner Signature                              Date


- -------------------------------------------------      ----------------
Registered Principal Signature                         Date
   (Home Office use only)

============================================================================
18. BENEFICIARY
============================================================================
BASIC INSURED ONLY

For other covered family members, see number 11. (Unless otherwise directed,
proceeds will be paid equally to those living at the death of insured.)

Primary                                             Relationship


First Contingent    


Second Contingent



I include as part of my beneficiary:    CHECK ONLY ONE CLASS DESIGNATION

  / /  1st Contingent -- My children born by my spouse named above or
                         legally adopted by us

  / /  2nd Contingent -- My children born by my spouse named above or
                         legally adopted by us.

  / /  1st Contingent -- My brothers and sisters born by my parents named
                         above or legally adopted by them.

  / / 2nd Contingent -- My brothers and sisters born by my parents named
                        above or legally adopted by them.

  / / Add Interest Income Settlement Option

  / / Add         Day Survival Provision
         ---------
                         / / Primary    / / Entire Beneficiary

============================================================================
19. ENDORSEMENTS
============================================================================
(Home Office use only.  Acceptance of the contract shall ratify changes 
entered here.)






============================================================================
20. DETAILS & INSTRUCTIONS
============================================================================








/ /  Third Party Owner (Complete Third Party App.)

<PAGE>

============================================================================
LUTHERAN BROTHERHOOD
VARIABLE INSURANCE PRODUCTS COMPANY
625 Fourth Avenue South                                     THIRD PARTY
Minneapolis, Minnesota  55415                          OWNERSHIP APPLICATION
============================================================================
           21. COMPLETE FOR THIRD PARTY OWNERSHIP - LIFE OR ANNUITY
============================================================================

OWNER:  Except as stated in Ownership -- Juvenile Insurance of Part I, the 
Proposed Insured or Annuitant will be the Owner of any contract issued on 
this application, unless another owner is listed below.  The Owner has every 
right and privilege otherwise given the Insured or Annuitant under any such 
contract except the right to purchase additional insurance under any 
Guaranteed Insurability Benefit included in any contract.  The Insured will 
retain this right.  Contract transactions between Lutheran Brotherhood 
Variable Insurance Products Company and the Owner do not require the 
Insured's or Annuitant's notice or consent.

APPLICANT/OWNER NAME(S)
(If corporation give state and date of incorporation)

                                            Social Security or
Name                                        Tax ID Number
    -------------------------------------                 ------------------

Address                                     Birthdate            Sex
        ---------------------------------            -----------     ------

                                            Social Security or
Name                                        Tax ID Number
    -------------------------------------                 ------------------

Address                                     Birthdate            Sex
        ---------------------------------            -----------     ------

If more than one Applicant/Owner * indicate type of ownership

    / / Joint tenancy with right of survivorship, or  / / Tenancy in common


ENTER PREMIUM BILLING INSTRUCTIONS UNDER DETAILS AND INSTRUCTIONS PART I

In states where applicable, the Applicant/Owner herein represents that he or 
she is (check only one)

     / /  a. Eligible for membership in Lutheran Brotherhood, the same as if
             application were being made for insurance or annuity in
             Lutheran Brotherhood on the Applicant/Owner; or

     / /  b. A trustee or custodian, its successors or assigns purchasing
             the contract for a qualified retirement plan; or

     / /  c. An employer purchasing the contract pursuant to a deferred
             compensation or split dollar plan; or

     / /  d. An employer or individual purchasing the contract pursuant to a
             keyperson or business continuation agreement; or

     / /  e. The trustee of a trust or custodial account, its successors or
             assigns, established for the benefit of the Insured/Annuitant
             and or the Insured/Annuitant's family; or

     / /  f. An Internal Revenue Code Section 501(c)(3) organization
             purchasing the contract in order to complete a charitable gift
             by the Insured/Annuitant to the Applicant/Owner.

                                           Applicant/Owner Signature(s)
                                     (if corporation, give title of officer)
- ------------------------------------
Proposed Insured/Annuitant Signature  (1)
                                         -----------------------------------
                                     
- ------------------------------------ 
Date                                  (2)
                                         -----------------------------------
- ------------------------------------
Dated at                            
                                      (3)
- ------------------------------------     -----------------------------------
Reg. Rep Signature             No.



                * If more than one Applicant/Owner, all must act
                     in concert to exercise ownership rights.


<PAGE>
                                                          PART I (Continued)
============================================================================
                  COMPLETE FOR LIFE INSURANCE AGES  0 - 17
============================================================================
22. Present Height                     Weight
                  -------------------        --------------------

23. Birth Weight (if under age 1)
                                 --------------------------------

24. Name/Address -- child's personal physician

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

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

25. Date/Reason last consulted

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

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

26. Treatment given or medication prescribed.

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

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

                                                            Yes         No
27. Does child have, or in the past five years had,
    any physical, mental or nervous disorder or
    abnormality or attended a special school?               / /        / /

28. In the past five years has child had (or had
    medical advice to have) any examination, X-ray,
    EKG, heart study, blood test or other diagnostic
    test or ever had an operation?                          / /        / /

29. In the past five years, has child had any
    medical care, consulted a physician or been
    hospitalized for any illness, disease or injury
    or for any reason not already noted?                   / /        / /

30. Is child taking treatment or medicine?                 / /        / /
- ----------------------------------------------------------------------------
                             DETAILS OF "YES" ANSWERS
- ----------------------------------------------------------------------------
Question No.






============================================================================
Parent Signature (Only if parent not applicant)

                                                     Date
- -------------------------------------------------        -------------------
============================================================================
                          OWNERSHIP -- JUVENILE INSURANCE
============================================================================
31. If Proposed Insured is a minor, Applicant will be owner to Proposed
    Insured's age 18.  If the applicant dies before the Proposed Insured's
    age 18, the owner will be the surviving beneficiary, or if none survive,
    a surviving parent or legally appointed guardian of the Proposed Insured
    Ownership will pass to the Proposed Insured at age 18 unless amended by
    the applicant owner.

============================================================================
                           COMPLETE FOR ALL APPLICATIONS
============================================================================
32. Premiums will be paid    / / A     / / SA     / / Q     / / New PAC

                                 / / Existing PAC #
                                                   -------------------------

33. Payment with the application $                         / /  None
                                  ----------------------

34. IT IS UNDERSTOOD THAT UNDER THE CONTRACT APPLIED FOR THE AMOUNT OF THE
    ACCUMULATED VALUE MAY INCREASE OR DECREASE DAILY BASED ON THE INVESTMENT
    EXPERIENCE OF THE SEPARATE ACCOUNT AND THAT THE AMOUNT OR DURATION OF
    THE DEATH BENEFIT MAY VARY WITH THE ACCUMULATED VALUE.

35. I have read the statements and answers recorded on this Part I of my
    application.  They are given to obtain this insurance and are, to the
    best of my knowledge and belief, true and complete and correctly
    recorded.  I agree that they will become part of this application and
    any contract issued.  I also agree that

        a. Except as provided in the Conditional Life Insurance Agreement,
           issued if the full first premium is paid in advance, no insurance
           will take effect unless and until:

               1. A contract of insurance is issued and delivered;

               2. The full first premium is paid; and

               3. The health of all Proposed Insureds remains as stated in
                  Part I and Part II of the application.

        b. No Registered Representative has the authority to waive any
           question contained in the application or to modify the
           application in any way.

        c. Changes in amount, plan, benefits, classification, or issue age
           applied for must be agreed to in writing by me.

- -----------------                -------------------------------------------
Date                             Proposed Insured/Annuitant Signature
                                 (Age 18 or over) or Applicant Signature if
                                 Proposed Insured below age 18

- ----------------------           -------------------------------------------
Dated at                         Spouse Signature (if coverage applied for)

- ------------------------------   -------------------------------------------
Reg. Rep. Signature      No.     Third Party Applicant/Owner Signature


<PAGE>

============================================================================
LUTHERAN BROTHERHOOD
VARIABLE INSURANCE PRODUCTS COMPANY
625 4th Ave. South
Minneapolis, Minnesota  55415                       APPLICATION  --  PART II
============================================================================
1. Proposed Insured
      LAST                   FIRST               MIDDLE

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

2. Height         ft.         in.             Weight             lbs.
         ---------   ---------                      -------------

3. List below  (a.) name & address of personal physician,
               (b.) date & reason last consulted, and
               (c.) results.

      Proposed Insured
        a.
          ------------------------------------------------------------------
        b.
          ------------------------------------------------------------------
        c.
          ------------------------------------------------------------------

      Spouse (If coverage applied for)
        a.
          ------------------------------------------------------------------
        b.
          ------------------------------------------------------------------
        c.
          ------------------------------------------------------------------

============================================================================
             COMPLETE THIS SECTION FOR ALL PERSONS TO BE INSURED.

                                                              DETAILS
                                                                 OF
                                                           "YES" ANSWERS
============================================================================
                                            YES   NO        QUES.  PERSON
                                                             NO.
4. IN THE PAST 10 YEARS HAS ANY PERSON
   TO BE INSURED BEEN TREATED FOR OR
   HAD ANY INDICATION OF:

   a. Disorder of eyes, ears, nose,
      throat or skin?                       / /  / /

   b. Dizziness, fainting, convulsions,
      epilepsy, paralysis, stroke, mental
      or any nervous disorder?              / /  / /

   c. Shortness of breath, blood spitting,
      allergies, asthma, emphysema, or
      other respiratory disorder?           / /  / /

   d. Chest pain, high blood pressure,
      heart attack, heart murmur, or
      heart disorder?                       / /  / /

   e. Anemia, varicose veins, disorder
      of blood or blood vessels, or
      immune disorder?                      / /  / /

   f. Intestinal bleeding, ulcer,
      colitis, hernia, hemorrhoids,
      chronic diarrhea, or other
      disorder of stomach, pancreas,
      intestines, liver or gallbladder?     / /  / /

   g. Diabetes, thyroid, or other
      glandular disorder?                   / /  / /

   h. Sugar, albumin, blood in urine;
      stone or other disorder of the
      kidneys, bladder, or prostate?        / /  / /

   i. Disorder of reproductive
      organs, (male or female), breasts,
      menstruation, pregnancy (including
      complications of pregnancy and
      caesarean section)?                   / /  / /

   j. Arthritis, gout, back disorder,
      sciatica, disorder of muscles,
      bones, nerves, joints, or
      chiropractic or therapist
      consultations?                        / /  / /

   k. Cancer, tumor, cyst, growth
      or disorder of lymph glands?          / /  / /

- ----------------------------------------------------
5. OTHER THAN ABOVE, WITHIN THE PAST
   5 YEARS, HAS ANY PERSON TO BE INSURED:

   a. Had a checkup, physical,
      consultation, or any other
      illness or surgery?                   / /  / /
      (state specific reason why done
       or what prompted)

   b. Been treated or evaluated at a
      hospital, clinic or other facility,
      or been advised to have any test or
      surgery not completed?                / /  / /

   c. Had an EKG, X-ray, blood
      studies or other tests?               / /  / /

   d. Received treatment or any
      medication for any reason?            / /  / /

- ----------------------------------------------------
6. IN THE PAST 10 YEARS, HAS ANY
   PERSON TO BE INSURED:

   a. Ever requested or received a
      pension, benefits or payment
      because of any injury, sickness,
      or disability?                        / /  / /

   b. Been treated or advised to seek
      counseling or treatment or joined
      a support organization because of
      alcohol or drug usage?                / /  / /

7. HAVE PROPOSED INSURED'S PARENTS,
   BROTHERS, OR SISTERS EVER HAD DIABETES,
   CANCER, HIGH BLOOD PRESSURE, HEART
   DISEASE OR CONGENITAL DISORDER?          / /  / /
   (Give relationship, condition,
    current age or age at death)
============================================================================

I have read the statements and answers recorded above.  They are, to the
best of my knowledge and belief, true and complete and correctly recorded
and shall be a basis of any contract issued.



- -----------  ------------------   ------------------------------------------
Date           Dated at           Proposed Insured Signature



- -------------------------------   ------------------------------------------
Reg. Rep. Signature      No.      Spouse Signature (If coverage applied for)


<PAGE>
============================================================================
        REGISTERED REPS. REPORT (AGES 16 & OVER - COMPLETE 1 THRU 15)
============================================================================
                                                   YES   NO
 1. Were all proposed insureds present
    when non-medical was completed?                / /  / /

 2. If family coverage applied for has
    any family member, who qualifies by
    age, been omitted?                             / /  / /
    If yes, give details under No. 14.

 3. How long have you known proposed insured?             How well?
                                             -------------         ---------

 4. Former address (if not at present address at least 2 years)

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

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

 5. Former employer and address
    (if not with present employer at least 2 years)

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

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

 6. Maiden name:
                ------------------------------------------------------------

 7. If proposed insured is now in military service

       Branch                             Rank          
             ----------------------------     ------------------------------

       Duties
             ---------------------------------------------------------------

       Alerted for overseas duty?
                                 -------------------------------------------
       If yes, include details in No. 14.

 8. Proposed Insured Only.

       Alternate    / /
                         (LBVIP Products only)
       Additional   / /

   =========================================================================
    LIFE PLAN



    ADD. BENEFITS



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

 9. Is application the result of proposed insured's inquiry? / / Yes  / / No

10. Does any member of the household receive the BOND?       / / Yes  / / No

11. I have arranged for:

       / /  Medical by the following examiner/Para Med.

       / /  Fees have been discussed

                       Name
                           -------------------------------------------------
                 City/State
                            ------------------------------------------------

    / /  Urine Specimen     / /  X-Ray     / /  EKG     / /  Blood Chemistry


12. Split Commissions (if applicable)

    %      Reg. Rep of Record                                No.
     ------                  --------------------------------   ------------

    %      Reg. Rep of Record                                No.
     ------                  --------------------------------   ------------

    %      Reg. Rep of Record                                No.
     ------                  --------------------------------   ------------


    Signatures of all Registered Reps

    Reg. Rep
            ----------------------------------------------------------------

    Reg. Rep
            ----------------------------------------------------------------

    Reg. Rep
            ----------------------------------------------------------------

13. Phone Interview Information

    Telephone Numbers  Home (   )                   Work (   )
                                 -----------------           ---------------

    Most convenient time and place for the phone interview:(your time AM/PM)

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

    May we talk to the Proposed Insured's spouse?
                                                 ---------------------------
    Comments or special instructions

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

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

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

14. Details and Instructions

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

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

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

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

15. SOURCE OF BUSINESS  (Complete for all cases -- Check box)

          /1/   ELNA                     /H/   SPLIT DOLLAR

          /5/   BUY-SELL                 /I/   KEY PERSON

          /7/   FSA                      /J/   PENSION

          /D/   LEAP                     /K/   DEFERRED COMP.

          /E/   FEE PLAN                 /L/   CH. GIVE-CAP. REPLACE

          /F/   PENSION MAX              /M/   CH. GIVE-GIFT LIFE INS.

          /G/   FSNAR                    /N/   TSA/IRA

============================================================================
                   COMPLETE FOR LIFE INS. AGES  0 - 15
                      ALSO COMPLETE 1, 9, 10 AND 15
============================================================================
16. If other than child's parent, what is applicant's relationship?

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

17. Does child reside with both parents?      / /  Yes      / /  No

18. Is child being adopted?                   / /  Yes      / /  No

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


I CERTIFY THAT I PERSONALLY SOLICITED AND SECURED THIS APPLICATION; THAT I 
HAVE READ EACH QUESTION ON IT TO ALL PERSONS TO BE INSURED AND HAVE TRULY 
AND ACCURATELY RECORDED THE ANSWERS EXACTLY AS GIVEN.  THE UNDERSIGNED 
REPRESENTATIVE STATES TO THE BEST OF HIS/HER KNOWLEDGE THIS APPLICATION IS 
(NOT) FOR THE PURCHASE OF INSURANCE THAT WILL REPLACE OR CHANGE EXISTING 
INSURANCE OR ANNUITY.



     ---------------------       -------------------------------------------
     DATE                        REG. REP. SIGNATURE


<PAGE>

============================================================================
LUTHERAN BROTHERHOOD
VARIABLE INSURANCE PRODUCTS COMPANY
625 Fourth Avenue South                              AUTHORIZATION TO OBTAIN
Minneapolis, Minnesota  55415                       AND DISCLOSE INFORMATION
============================================================================

A. Lutheran Brotherhood Variable Insurance Products Company (LBVIP), its
   reinsurers, insurance support organizations and their authorized
   representatives, may obtain medical and other information in order to
   evaluate my (our) application for insurance or to determine eligibility
   for benefits.

B. Any physician, practitioner, hospital, clinic, other medical or medically
   related facility, the Veterans Administration, the Medical Information
   Bureau, Inc., my employer and consumer reporting agency or insurance
   company who possesses information of care, treatment or advice of me or
   my children may furnish such information to LBVIP upon presenting this
   authorization or a photocopy.

C. This authorization includes information about drugs, alcoholism, or
   mental illness.

D. LBVIP or its reinsurers may make a brief report regarding me or my
   children to other companies to whom I have applied or may apply.

E. This authorization will be valid from the date signed for a period of two
   and one half years.

F. I have read this authorization and know that I may request to receive a
   copy.  I have received Lutheran Brotherhood Variable Insurance Products
   Company's Notice regarding Consumer Reports and the Medical Information
   Bureau, Inc.

G. In connection with any investigative consumer report which may be
   obtained, I ( / / do   or   / / do not ) request a personal interview.



- --------------        ------------------------------------------------------
Date                  Signature of Applicant/Proposed Insured



                      ------------------------------------------------------
                      Spouse Signature (If coverage applied for)



                      ------------------------------------------------------
                      Names of Minor Children to be Insured


<PAGE>

============================================================================
                            CERTIFICATION OF AGE
============================================================================
This is to certify that
                       -----------------------------------------------------
       (Print)              First             Middle              Last


was born on
           -----------------------------------------------------------------
             Month                Day                  Year



- ----------------------                 -------------------------------------
Dated                                  Signature of Annuitant


Age certified by (Registered Representative review of)

        / /  Birth Certificate          / /  Baptism Record

            If neither available - two of the following:

       / /  Life Insurance Contract     / /  Passport

       / /  Driver's License            / /  Hospital Record

       / /  Confirmation Record         / /  
                                             ------------------------
       / /  Marriage Record             / /  
                                             ------------------------


- -----------------------------------------------     ------------------------
Reg. Rep. Signature                  No.            Dated




============================================================================
LUTHERAN BROTHERHOOD
VARIABLE INSURANCE PRODUCTS COMPANY
625 Fourth Ave South                                             RECEIPT FOR
Minneapolis, Minnesota  55415                            ANNUITY APPLICATION
============================================================================
NAME OF ANNUITANT                 DATE OF RECEIPT        AMOUNT RECEIVED



============================================================================
DATED AT            SIGNATURE OF REG. REP.



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


<PAGE>
============================================================================
LUTHERAN BROTHERHOOD VARIABLE INSURANCE PRODUCTS COMPANY
625 Fourth Avenue South, Minneapolis, Minnesota  55415
============================================================================
          APPLICATION FOR ASSOCIATE MEMBERSHIP IN LUTHERAN BROTHERHOOD
============================================================================
  Name(s)           Basis for Membership    Identify Organization or Service
- ----------------------------------------------------------------------------
                    No.
- -------------------- ---------------------- --------------------------------
                    No.
- -------------------- ---------------------- --------------------------------
                    No.
- -------------------- ---------------------- --------------------------------
                    No.
- -------------------- ---------------------- --------------------------------
                    No.
- -------------------- ---------------------- --------------------------------

BASIS FOR MEMBERSHIP

   1. Current Adult or Juvenile Contract Member of Lutheran Brotherhood.

   2. Current Associate member of Lutheran Brotherhood.

   3. Current member of a Lutheran church congregation.

   4. Baptized in the Christian faith under the auspices of a Lutheran
      church and professes to be Lutheran.  Adult applicant declares that
      proposed members below age 18 are Lutheran.

   5. Baptized in the Christian faith, confirmed Lutheran and professes to
      be Lutheran.  Adult applicant declares that proposed members below
      age 18 are Lutheran.

   6. Baptized in the Christian faith, prior member of a Lutheran church
      congregation and professes to be Lutheran.  Adult applicant declares
      that proposed members below age 18 are Lutheran.

   7. Affiliated with a Lutheran church organization and professes to be
      Lutheran.  Adult applicant declares that proposed members below age 18
      are Lutheran.

   8. Is a juvenile under six (6) months of age who will be baptized in the
      Christian faith under the auspices of a Lutheran church.

It is understood and agreed that if the concurrent application for 
insurance, annuity or other service for a proposed member is declined or if 
the contract issued as a result of such application is not accepted, then 
this application for membership shall be deemed to be amended to exclude 
such proposed member.

I hereby recommend the above person(s) for associate membership.

- --------------------              ------------------------------------------
Date                              Applicant/Annuitant Signature

- ------------------------------    ------------------------------------------
Reg. Rep. Signature      No.      Spouse Signature (If coverage applied for)


<PAGE>

============================================================================
LUTHERAN BROTHERHOOD
VARIABLE INSURANCE PRODUCTS COMPANY
625 Fourth Avenue South                   APPLICATION FOR LIMITED MEMBERSHIP
Minneapolis, Minnesota  55415               SUPPLEMENT TO APPLICATION PART I
============================================================================
         APPLICATION FOR LIMITED MEMBERSHIP IN LUTHERAN BROTHERHOOD
============================================================================

1. I am sponsoring the following person(s) for limited membership.  I am
   sponsoring these person(s) based on my membership in Lutheran Brotherhood
   as described in number 2 below.


Last Name       First Name       Middle Name       Relationship to Applicant

                                                   Spouse
- ------------  -----------------  ----------------
                                                   Dependent Child
- ------------  -----------------  ----------------
                                                   Dependent Child
- ------------  -----------------  ----------------
                                                   Dependent Child
- ------------  -----------------  ----------------
                                                   Dependent Child
- ------------  -----------------  ----------------

2. My membership basis in Lutheran Brotherhood is:

   a./ / I am an Adult Benefit Contract Member under Contract number
                                                                    --------

   b./ / I am applying for adult benefit contract membership.  If I do not
         become a member because my application is declined or because I do
         not accept the contract issued, this application for limited
         membership will be considered withdrawn.

   c./ / I am an Adult Associate Member under contract number         or
                                                             --------
         fund account number                    .
                            --------------------

   d./ / I am applying for adult associate membership.  If I do not become
         an associate member because I do not accept the contract issued,
         this application for limited membership will be considered
         withdrawn.

3. Notwithstanding any provisions in the application and the contract being
   applied for, membership of the named spouse and/or dependent children is
   limited by the terms of this limited membership application.

   a. The membership rights provided to the Adult Benefit Contract Member or
      the Adult Associate Member are not provided to the Limited Member.

   b. Limited membership will not entitle the Limited Member to any other
      rights or privileges of membership in Lutheran Brotherhood except as
      granted by resolution of the Lutheran Brotherhood Board of Directors.

   c. Limited membership will not entitle the Limited Member to purchase
      additional insurance or annuity unless a new application for limited
      membership is completed.

   d. Limited membership may be changed to adult benefit contract membership
      or adult associate membership if the Limited Member later qualifies
      under the rules of Lutheran Brotherhood.

On the basis of the above, I hereby make limited membership application on 
behalf of the above named person(s).



Dated                         , 19    
     -------------------------    ----   -----------------------------------
                                         Signature of Sponsor


- --------------------------------------
Signature of Registered Representative


<PAGE>
============================================================================
LUTHERAN BROTHERHOOD
VARIABLE INSURANCE PRODUCTS COMPANY                       RECEIPT AND
625 Fourth Avenue South                           CONDITIONAL LIFE INSURANCE
Minneapolis, Minnesota  55415                              AGREEMENT
============================================================================
NAME OF PROPOSED INSURED         DATE OF RECEIPT         AMOUNT RECEIVED


============================================================================
                         IMPORTANT  --  READ CAREFULLY

THE LIFE INSURANCE CONTRACT YOU HAVE APPLIED FOR WILL NOT BECOME EFFECTIVE 
UNLESS AND UNTIL A CONTRACT IS DELIVERED TO YOU AND YOU ACCEPT IT.  HOWEVER, 
IF YOU HAVE PAID US THE MINIMUM CONDITIONAL INSURANCE PREMIUM, WE WILL 
PROVIDE THE FOLLOWING CONDITIONAL INSURANCE.  IN NO EVENT WILL ANY INSURANCE 
EVER BE IN FORCE UNLESS THE PROPOSED INSURED IS AN ACCEPTABLE RISK UNDER OUR 
RULES.



CONDITIONAL LIFE INSURANCE

We will pay the beneficiary the amount of life insurance applied for (not 
including any Accidental Death Benefit applied for), if:

     1. Part I and Part II of the application and the first of any medical
        examinations required for the Proposed Insured by our published
        underwriting rules have been completed;

     2. All representations on Part I and Part II are true and complete;

     3. The Proposed Insured is acceptable under our rules for the plan and
        amount of insurance applied for;

     4. The Proposed Insured dies as the result of any cause other than
        suicide; and

     5. The agreement has not terminated.

We will pay the beneficiary an amount equal to any Accidental Death Benefit
applied for, if the above conditions are met and the Insured's death results 
solely from accidental causes but not including death resulting from 
operating or descending from any aircraft.



INSURANCE APPLIED FOR:

In determining whether we will issue the insurance applied for, we agree 
that if Part I and Part II of the application are fully completed and if all 
representations are true and correct, we will determine the insurability of 
each Proposed Insured as of the date of the application.  However, if one or 
more medical examinations are initially required for a Proposed Insured by 
our published underwriting rules, we will determine the insurability of that 
Proposed Insured as of the date of the first such examination, if that date 
is later than the date of the application.  When we determine the 
insurability of each Proposed Insured, we will not consider any change in 
health that occurs after the date upon which we agree to determine that 
person's insurability.  Each Proposed Insured's insurability will be 
determined at our Home Office according to our underwriting rules.



TERMINATION OF CONDITIONAL INSURANCE:

This agreement will terminate on the earliest of:

     1. The date we refund your premium payment or notify you that we have
        rejected your application for life insurance.

     2. The date we issue a contract of life insurance.

     3. 30 days after a contract is mailed from our Home Office if the plan
        and amount of insurance applied for can be issued only at a higher
        premium stated in the receipt or issued on a basis other than as you
        applied for or you accept or reject such a contract.

In no event will coverage exist under both this agreement and the contract 
we offer you.



OTHER CONDITIONS:

No Registered Representative can determine the insurability of any Proposed 
Insured, or bind us by making any promise or representation other than as 
contained in this agreement.

We make this agreement in consideration of receiving the first full premium 
payment.

We will refund your premium payment unless you accept delivery of the 
contract we offer or unless we pay a claim under this agreement.



DEFINITIONS:

YOU, YOUR  --  the Applicant.

WE, OUR, US  --  Lutheran Brotherhood Variable Insurance Products Company
                 (LBVIP)

DATE OF THE APPLICATION  --  the date shown on Part I or Part II, whichever
                             is later.

BENEFICIARY  --  the beneficiary or beneficiaries named in the application.

============================================================================
I UNDERSTAND AND AGREE TO ALL THE TERMS AND CONDITIONS SATED.
============================================================================
ALL PREMIUM CHECKS MUST BE MADE PAYABLE TO LBVIP; DO NOT MAKE CHECKS PAYABLE 
TO THE REGISTERED REPRESENTATIVE OR LEAVE THE PAYEE BLANK.
============================================================================
DATED AT         SIGNATURE OF REG. REP.         SIGNATURE OF APPLICANT


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


<PAGE>

 To be delivered to Proposed Insureds/Applicant when Application is written
============================================================================
LUTHERAN BROTHERHOOD
VARIABLE INSURANCE PRODUCTS COMPANY
625 Fourth Avenue South
Minneapolis, Minnesota  55415
============================================================================
               NOTICE OF INFORMATION PRACTICES, CONSUMER REPORTS
                      AND MEDICAL INFORMATION BUREAU, INC.
============================================================================


                 ARE YOU CONCERNED WITH YOUR PRIVACY?  WE ARE.


============================================================================
                  WELCOME TO THE LUTHERAN BROTHERHOOD FAMILY
============================================================================

Lutheran Brotherhood Variable Insurance Products Company (LBVIP) is a wholly 
owned subsidiary of Lutheran Brotherhood.  Welcome to the Lutheran 
Brotherhood family.

Thank you for providing us with information necessary to complete your 
application.  Are you wondering why we asked so many questions?  They were 
necessary to calculate the cost of insurance you applied for.  We'll take 
care to use the information for that purpose.  We take that responsibility 
and your rights seriously.



============================================================================
                      WHERE OUR INFORMATION COMES FROM
============================================================================

The application you just completed is our main source.  Your health history 
and lifestyle are two of the most important factors we work with in 
evaluating your application.  Sometimes it is necessary that we verify or 
secure more information in addition to what you provide us.  Information may 
be obtained by correspondence, telephone or personal contact  -  at our 
expense we may:

     *  Ask you to take an examination, have a special test such as an
        electrocardiogram, x-ray, or blood study completed.

     *  Write to your doctor or any clinic or hospital you may have received
        health care from.

     *  Obtain information from the Medical Information Bureau (MIB) and/or
        a consumer reporting agency.  More about these organizations later.

     *  We may correspond with other insurance or reinsurance companies only
        to aid us properly in evaluating your application.  Your LBVIP
        registered representative may ask you questions to help us improve
        your insurance program.

     *  We may contact you by telephone for additional or clarifying
        information.



============================================================================
                           GUARDING YOUR PRIVACY
============================================================================

The information we obtain about you is considered confidential and is 
gathered only for the purpose of establishing your insurability.

There will be some rare instances where it would be required of us to 
furnish information without your consent.  For example, a state insurance 
department or law enforcement facility might request information as part of 
their regulatory or enforcement duties.

If a medical condition is discovered by us that you are not aware of, we may 
inform your physician.

Information on you may be used for statistical purposes or marketing 
research but you would not be identified individually.

It may be necessary to provide information to certain industry-support 
organizations to allow them to perform their functions.  An example would be 
a consumer reporting agency that may need some basic identifying data before 
it may collect information for us that is needed to evaluate your 
application or process your claim.



============================================================================
                      CAN I REVIEW MY FILE INFORMATION?
============================================================================

Yes, on your written request, LBVIP will send you a summary of relevant 
information we obtained in connection with your application.  Detailed 
medical record information will only be provided to your physician.  We will 
not send you information gathered in expectation or in connection with any 
claim, civil or criminal proceeding.



============================================================================
                         CAN I CORRECT INFORMATION?
============================================================================

If after reviewing our information you feel it is not correct or complete, 
you may ask us for a review.  If we agree to make a change, we will make the 
necessary correction or addition.  We will also inform anyone else to whom 
we have disclosed the original information of this correction.

If we don't agree to make any changes, you may file a statement with us 
which states what you believe to be correct.  We'll send that statement to 
anyone to whom we sent the information in the past and include it in any 
future disclosures.



============================================================================
                              CONSUMER REPORTS
============================================================================

An investigative consumer report may be requested to help us determine your 
insurability.  This report would include information on your lifestyle, 
character, general reputation and personal characteristics such as health, 
occupation and finances.  The consumer reporting agency would gather this 
information through interviews with you, your family, business associates, 
friends and financial institutions.

You have the right, upon written request, to be informed if an investigative 
consumer report was or was not made.  If a report was ordered, we'll provide 
you with the name and address of the consumer reporting agency.  You may 
then contact that agency and they will let you inspect and receive a copy of 
that report.  They will also explain their retention and release practices.



============================================================================
                  THE MEDICAL INFORMATION BUREAU, INC. (MIB)
============================================================================

The MIB is a non-profit organization which operates as an information 
exchange for its members.  Lutheran Brotherhood Variable Insurance Products 
Company (LBVIP) is a member of the MIB.

We make reports to the MIB on factors affecting your insurability.  We will 
not inform them of our decision on your application.  If you subsequently 
apply to another Bureau member company for life or health insurance or 
submit a claim for benefits, MIB will, upon request, supply that company 
with information in its file.  LBVIP or its reinsurer(s) may also release 
information in its files to other life insurance companies to whom you may 
apply for life or health insurance, or to whom a claim for benefits may be 
submitted.

Upon written request, the MIB will arrange for a disclosure to you of any 
information it may have on you on file (medical information will be 
disclosed only to your physician).  If you feel the information in the MIB
file is not correct, you may contact the MIB and seek a correction in 
accordance with procedures outlined in the Federal Fair Credit Reporting 
Act.

MIB's address is:  MIB, Inc., Post Office Box 105 Essex Station,
Boston, Massachusetts 02112.  (617)426-3660.



============================================================================
                           HAVE ANY MORE QUESTIONS?
============================================================================

If you have any further questions about our collection and handling of 
information about you as one of our applicants, your LBVIP registered 
representative will be happy to assist you or you may write to us at our 
Home Office.  The address is:

                      Lutheran Brotherhood
                      Variable Insurance Products Company
                      625 Fourth Ave. So.
                      Minneapolis, Minnesota  55415



<PAGE>
TABLE OF CONTENTS
=================

     Part I

     Third Party Ownership

     Part II

     Reg. Rep. Report

     Authorization

     Certification of Age

     Annuity Receipt

     Membership Applications

     Conditional Receipt

     Privacy Information


IMPORTANT REMINDERS
===================

Motor Vehicle Record  --
     Include details and dates of violations.


Note handling of beneficiaries  --
     Form 57 (Request for Change Beneficiary and/or Name) and Form 1684
     (Beneficiary Change Trustee Designation) can be used if necessary.


Suitability  --
     These questions must be completed for every application.


Investment Allocation  --
     Include in whole numbers the percentages of the premium payment to be
     allocated to each of the subaccounts.  The total of the allocations to
     the subaccounts must be equal to 100%.


Money taken with the application?
     If so, Receipt and Conditional Insurance Agreement must be delivered to
     applicant.  If Life amount applied for exceeds $300,000 call the Home
     Office Underwriting Department before accepting premium.


Notice of Information Practices, Consumer Reports
and Medical Information Bureau, Inc.  --
     This must be delivered to the Applicant/Proposed Insured on all
     applications and annuities.


#20776


<PAGE>
                                                             4/8/82
                                [4712806]
                                                         EXHIBIT  1.A(6)(a)
                                                                -----------

                            ARTICLES OF INCORPORATION
                                       OF
          LUTHERAN BROTHERHOOD VARIABLE INSURANCE PRODUCTS COMPANY

            The undersigned, for the purpose of forming a corporation under 
the provisions of Chapter 300 of the Minnesota Statutes, do hereby establish 
a body corporate and adopt the following Articles of Incorporation:

                                   ARTICLE I.

            The name of this Corporation shall be Lutheran Brotherhood 
Variable Insurance Products Company.  The principal office and place for the 
transaction of its business shall be in the City of Minneapolis, State of 
Minnesota.

                                   ARTICLE II.

            This Corporation is formed for the purpose of doing, and shall 
have the power to do, any and all of the kinds of insurance business 
specified in clauses (4) and (5)(a) of Section 60A.06, Subdivision 1 of the 
Minnesota Statutes, and any amendments to such clauses or provisions in 
substitution therefor which may be hereafter adopted, together with any kind 
or kinds of business to the extent necessarily or properly incidental to the 
kinds of insurance business which this Corporation is so authorized to do.

            In furtherance of the foregoing, and not in limitation thereof, 
this Corporation shall have the power:

            1.   To make contracts of life and endowment insurance, to 
grant, purchase or dispose of annuities or endowments of any kind, and, in 
such contracts, or in contracts supplemental thereto, to provide for 
additional benefits in event of death of the insured by accidental means, 
total permanent disability of the insured, or specific dismemberment or 
disablement suffered by the insured;

            2.   To establish and operate one or more separate accounts and 
issue contracts on a variable basis as provided in Sections 61A.13 to 61A.21 
of the Minnesota Statutes, and any amendments thereto or provisions in 
substitution therefor which may be hereafter adopted.

            3.   To insure against loss or damage by the sickness, bodily 
injury or death by accident of the insured or his dependents;

            4.   To acquire and carry on all or any part of the business or 
property of any corporation engaged in a business similar to that authorized 
to be conducted by this Corporation, and to merge or consolidate with any 
corporation with which this Corporation shall be authorized to merge or 
consolidate under the laws of the State of Minnesota;

            5.   To acquire, own, hold, buy, sell, lease, mortgage and in 
every other manner deal in real and personal property of every kind and 
description, wherever situated, including the shares of stock, bonds, 
debentures, notes, evidences of indebtedness and other securities, contracts 
or obligations of any corporation or corporations, association or 
associations, domestic or foreign, and to pay therefor other assets of this 
Corporation, stocks, bonds, or other evidences of indebtedness or securities 
of this or any other corporation; and

            6.   To make such investments, borrow such money and own such 
property as may now or hereafter be permitted to insurance companies under 
the laws of the State of Minnesota.

            The business of this Corporation may be conducted in all states, 
territories and dependencies of the United States of America, in all 
provinces of the Dominion of Canada, and in any other foreign country.

            This Corporation shall also have the general rights, powers and 
privileges of a corporation as the same now or hereafter are declared by the 
laws of the State of Minnesota and any and all other rights, powers and 
privileges now or hereafter granted by the laws relating to insurance 
adopted by the State of Minnesota or any law or laws of the State of 
Minnesota applicable to stock life insurance companies having power to do 
the kinds of business hereinabove referred to.

                                   ARTICLE III

            The management of this Corporation shall be exercised by a Board 
of Directors and by such committees, officers, employees and agents as the 
Board of Directors may authorize, elect or appoint.  The Board of Directors 
shall consist of not less than three (3) nor more than twenty (20) 
directors, all of whom shall be stockholders of this Corporation and a 
majority of whom shall always be residents of the State of Minnesota.  
Directors shall be elected in such manner as the By-Laws of this Corporation 
may provide.

            The names and addresses of the first directors of this
Corporation are as follows:

            NAME                                     ADDRESS

      Luther O. Forde                        5500 Vagabond Lane
                                             Plymouth, Minnesota  55446

      Robert P. Gandrud                      2000 Orkla Drive
                                             Golden Valley, Minnesota  55427

      David J. Larson                        6055 Manchester Drive
                                             Golden Valley, Minnesota  55427

      Clair E. Strommen                      2215 South Rosewood Lane
                                             St. Paul, Minnesota  55113

      David R. Zetzman                       5700 Garfield Avenue
                                             Minneapolis, Minnesota  55419

The term of office of such first directors shall be for one year or until 
the first annual meeting of the stockholders of this Corporation.

                                ARTICLE IV.

            The total authorized capital of this Corporation shall be 
$1,000,000 and shall be evidenced by 1,000,000 shares of Common Stock of the 
par value of $1 per share.  The holders of shares of this Corporation shall 
not have any preemptive or preferential right of subscription to any of the 
shares of this Corporation, and the issuance and sale of such shares and the 
terms and conditions of such issuance and sale shall be as authorized and 
determined by the Board of Directors of this Corporation.

            Voting by the holders of shares of Common Stock of this 
Corporation for the election of directors shall not be cumulative.

                                ARTICLE V.

            In addition to the contingent and accrued contract liabilities 
of this Corporation, the maximum indebtedness to which this Corporation 
shall be subject at any one time shall not exceed one billion dollars 
($1,000,000,000).

                                ARTICLE VI.

            The business of this Corporation shall be transacted on the 
stock plan; and this Corporation may issue contracts upon both the 
participating plan and the non-participating plan.

            The following persons shall be eligible to purchase contracts 
issued by this Corporation:

            1.   Any member of Lutheran Brotherhood, or any person eligible 
for membership in Lutheran Brotherhood;

            2.   Any Lutheran Church organization, trust, or employee 
benefit plan; and

            3.   Such other persons as may from time to time be approved by 
the Board of Directors of this Corporation.

                                ARTICLE VII.

            This Corporation shall have the power to make gifts or 
contributions as provided in Section 300.66 of the Minnesota Statutes, and 
any amendments thereto or provisions in substitution therefor.

                                ARTICLE VIII.

            The duration of this Corporation shall be perpetual.

                                 ARTICLE IX.

            The names and places of residence of the persons forming this 
Corporation are:

           NAME                                  PLACE OF RESIDENCE

      Luther O. Forde                        5500 Vagabond Lane
                                             Plymouth, Minnesota  55446

      Robert P. Gandrud                      2000 Orkla Drive
                                             Golden Valley, Minnesota  55427

      David J. Larson                        6055 Manchester Drive
                                             Golden Valley, Minnesota  55427

            IN WITNESS WHEREOF, we have hereunto set our hands this
 20th day of April, 1982.
- -----
                                                    /s/LUTHER O. FORDE
                                                 ---------------------------

                                                   /s/ROBERT P. GANDRUD
                                                 ---------------------------

                                                   /s/DAVID J. LARSON
                                                 ---------------------------
STATE OF MINNESOTA)
                  ) SS.
COUNTY OF HENNEPIN)

            On this 20th day of April, 1982, personally appeared before me,
                   ------
Luther O. Forde, Robert P. Gandrud and David J. Larson, to me known to be 
the persons described in and who executed the foregoing Articles of 
Incorporation, and they acknowledged that they were persons of full age and 
that they executed the foregoing Articles of Incorporation for the uses and 
purposes therein expressed.
                                              /s/FRANK B. BUTLER
                                          ----------------------------------

                                  [SEAL]        FRANK B. BUTLER
                                          NOTARY PUBLIC - MINNESOTA
                                                HENNEPIN COUNTY
                                     My Commission Expires Mar. 5, 1987


            The within Articles of Incorporation are hereby approved this
20th day of April, 1982.
- ----
            [SEAL]                                    /s/
        (Insurance Division Seal)          ---------------------------------
                                              Commissioner of Insurance
                                      /initials/  State of Minnesota

                                        STATE OF MINNESOTA
                                       DEPARTMENT OF STATE
                             I hereby certify that the within instrument
                             was filed for record in this office on
                             the  20  day of  April A.D. 1982
                                 ----                   ------
                             at 4:30 o'clock  P  M and was duly recorded in
                               ------        ---
                             Book  B57  of Incorporations, on page 661 
                                  -----                           -----
                                                /s/
                                 /initials/   Secretary of State

<PAGE>

                           CERTIFICATE OF AMENDMENT
                                      OF
                           ARTICLES OF INCORPORATION
                                      OF
            LUTHERAN BROTHERHOOD VARIABLE INSURANCE PRODUCTS COMPANY

            We, the undersigned, Clair E. Strommen and David J. Larson, 
respectively the President and the Secretary of Lutheran Brotherhood 
Variable Insurance Products Company, a Minnesota corporation, do hereby 
certify and declare as follows:

            1.   That a special meeting of the shareholders of said Company 
was duly held on November 8, 1982 at 11:30 o'clock A.M. at the offices of 
Lutheran Brotherhood, Minneapolis, Minnesota.

            2.   That, pursuant to action of the Board of Directors of said 
Company, one of the purposes of said meeting was to consider and vote upon 
an amendment to the Articles of Incorporation of said Company, and that the 
Board of Directors of said Company proposed said amendments and approved the 
same subject to approval and adoption thereof by the shareholders.

            3.   That each of the shareholders consented to and waived 
notice of said meeting and attended said meeting.

            4.   That at the date of said meeting said Company had issued an 
outstanding 1,000,000 shares of capital stock of the par value of $1 per 
share, each of which was entitled to one vote aggregating 1,000,000 votes, 
and that 1,000,000 shares, entitled to 1,000,000 votes, were represented in 
person or by proxy at said meeting.

            5.   That at said meeting, by the unanimous affirmative vote of 
all of the 1,000,000 votes to which all shareholders were entitled, the 
following resolutions were adopted:

            RESOLVED, that Article IV of the Articles of Incorporation
      of the Corporation is hereby amended to be and read, in its
      entirety, as follows:

                                "ARTICLE IV."

                  "The total authorized capital of this Corporation
            shall be $2,000,000 and shall be evidenced by 2,000,000
            shares of Common Stock of the par value of $1 per share.
            The holders of shares of this Corporation shall not have
            any preemptive or preferential right of subscription to any
            of the shares of this Corporation, and the issuance and
            sale of such shares and the terms and conditions of such
            issuance and sale shall be as authorized and determined by
            the Board of Directors of this Corporation."

                  "Voting by the holders of shares of Common Stock of
            this Corporation for the election of directors shall not
            be cumulative."

            RESOLVED, that these resolutions shall be embraced in a
      certificate duly executed by the President and the Secretary of the
      Corporation, under its corporate seal, and approved, filed and
      published in the manner prescribed for the execution, approval,
      filing and publishing of an original certificate of incorporation
      under the applicable laws of the State of Minnesota.

            IN TESTIMONY WHEREOF, we, as the President and the Secretary, 
respectively, of said Company, have hereunto set our hands and affixed the 
corporate seal of said Company this Eighth day of November, 1982.

                                                    /s/CLAIR E. STROMMEN
                                                    CLAIR E. STROMMEN
                                                    President

                                                    /s/DAVID J. LARSON
(Corporate Seal)                                   Secretary


STATE OF MINNESOTA)
                  )  SS.
COUNTY OF HENNEPIN)

            On this Eighth day of November, 1982, before me, a Notary Public 
within and for said County, personally appeared Clair E. Strommen and
David J. Larson, to me personally known and known to be the persons
described in and who executed the foregoing certificate, who, being each by 
me duly sworn, did say that they are the President and the Secretary, 
respectively, of Lutheran Brotherhood Variable Insurance Products Company, 
the corporation named in and on behalf of which the foregoing certificate 
was made; that the statements contained in the foregoing certificate are 
true in substance and in fact; that the seal affixed to the foregoing 
certificate is the corporate seal of said corporation, and that said 
certificate was executed on behalf of said corporation by authority of its
shareholders and its Board of Directors; and the said Clair E. Strommen and
David J. Larson each acknowledged that he executed the same as his free act
and deed and acknowledged the same to be the free act and deed of said 
corporation.

[SEAL]      OTIS F. HILBERT
    NOTARY PUBLIC - RAMSEY COUNTY, MINN.             /s/OTIS F. HILBERT
    My commission Expires Sept. 11, 1987     -------------------------------

(Notarial Seal)



            The within Amendments to the Articles of Incorporation of 
Lutheran Brotherhood Variable Insurance Products Company are hereby approved 
this 22nd day of November, 1982.
    ------
                                                    /s/THOMAS O'MALLEY
                                            --------------------------------
                         /Temporary - Initials/  Commissioner of Insurance
                                                    State of Minnesota
(Insurance Division Seal)







#20496


<PAGE>
                                                           EXHIBIT 1.A(6)(b)
                                                           -----------------

                                     BY-LAWS

                                       OF

                          LUTHERAN BROTHERHOOD VARIABLE
                           INSURANCE PRODUCTS COMPANY



                              ARTICLE I.   OFFICES
                              ====================

            The principal office of the Corporation shall be located in the 
City of Minneapolis, State of Minnesota.  The Corporation may have such 
other offices, either within or without the State of Minnesota, as the Board 
of Directors may designate or as the business of the Corporation may require 
from time to time.



                           ARTICLE II.   STOCKHOLDERS
                           ==========================

            Section 1.   ANNUAL MEETINGS.   The annual meeting of the 
stockholders shall be held on the last Wednesday in the month of May in each 
year commencing 1983, at the hour of ten o'clock a.m., or at such other time 
on such other day within such month as shall be fixed by the Board of 
Directors, for the purpose of electing directors and for the transaction of 
such other business as may come before the meeting.


            Section 2.   SPECIAL MEETINGS.   Special meetings of the 
stockholders, for any purpose or purposes, unless otherwise prescribed by 
statute, may be called by the President or by the Board of Directors, and 
shall be called by the President at the request of the holders of not less 
than one-tenth of all outstanding shares of the Corporation entitled to vote 
at the meeting.


            Section 3.   PLACE OF MEETINGS.   The Board of Directors may 
designate any place, either within or without the State of Minnesota, as the 
place of meeting for any annual meeting or for any special meeting called by 
the Board of Directors.  If no designation is made, or if a special meeting 
is otherwise called, the place of meeting shall be the principal office of 
the Corporation in the State of Minnesota.


            Section 4.   NOTICE OF MEETINGS.   Written notice stating the 
place, day and hour of the meeting and, in case of special meeting, the 
purpose or purposes for which the meeting is called, shall, unless otherwise 
prescribed by statute, be delivered not less than ten (10) nor more than 
fifty (50) days before the date of the meeting, either personally or by 
mail, by or at the direction of the President, the Secretary, or the other 
officer or persons calling the meeting, to each stockholder of record 
entitled to vote at such meeting.  If mailed, such notice shall be deemed to 
be delivered when deposited in the United States mail, addressed to the 
stockholder at his address as it appears on the stock transfer books of the 
Corporation, with postage thereon prepaid.


            Section 5.   WAIVER OF NOTICE.   Notice of the place, day, hour 
and purpose or purposes of any meeting of the stockholders may be waived in 
writing by any stockholder.  Such waiver may be given before or after the 
meeting and shall be filed with the Secretary or entered upon the records of 
the meeting.


            Section 6.   QUORUM.   A majority of the outstanding shares of 
the Corporation entitled to vote, represented in person or by proxy, shall 
constitute a quorum at any meeting of stockholders.  The stockholders 
present, though less than a quorum, may adjourn the meeting to a later day 
or hour or to another place without further notice other than by 
announcement at the meeting, until a quorum shall be present.  At such 
adjourned meeting at which a quorum shall be present any business may be 
transacted which might have been transacted at the meeting as originally 
noticed.


            Section 7.   PROXIES.   At all meetings of stockholders, a 
stockholder may vote in person or by proxy executed in writing by the 
stockholder or by his duly authorized attorney-in-fact.  Such proxy shall be 
filed with the Secretary of the Corporation before or at the time of the 
meeting.


            Section 8.   VOTING OF SHARES.   Each outstanding share shall be 
entitled to one vote upon each matter submitted to a vote at any meeting of 
stockholders.


            Section 9.   CONDUCT OF MEETINGS.   The President, or, in his 
absence, the Chairman of the board, shall act as chairman, and the Secretary 
shall act as secretary, of each meeting of stockholders.  In the absence of 
the Secretary, the chairman of the meeting may appoint any person to act as 
secretary of the meeting.  All matters brought before the meeting shall, 
unless otherwise prescribed by statute, be decided by a majority of the 
votes represented at the meeting.  In the event of a tie vote, the deciding 
vote may be cast by the chairman of the meeting in his capacity as chairman, 
but this section shall not be construed to prevent the chairman from casting 
the number of votes to which he is otherwise entitled.



                       ARTICLE III.   BOARD OF DIRECTORS
                       =================================

            Section 1.   GENERAL POWERS.   The management of the Corporation 
shall be exercised by the Board of Directors and by such committees, 
officers, employees and agents as the Board of Directors may authorize, 
elect or appoint.


            Section 2.   NUMBER, QUALIFICATIONS AND TERM OF OFFICE.   The 
Board of Directors shall consist of not less than three (3) nor more than 
twenty (20) directors, all of whom shall be stockholders of the Corporation.  
The number of directors to constitute the Board of Directors for the ensuing 
year shall be determined by the Board of Directors prior to the annual 
meeting of stockholders at which the directors are to be elected, or, in the 
absence of such determination, by the stockholders at such annual meeting, 
provided that thereafter the authorized number of directors may be increased 
by the stockholders or the Board of Directors and decreased by the 
stockholders.  Directors shall be elected by ballot.

            Each director shall be elected to hold office for one year and 
until such director's successor is elected and has qualified.


            Section 3.   REGULAR MEETINGS.   A regular meeting of the Board 
of Directors shall be held without notice other than this By-Law immediately 
after, and at the same place as, the annual meeting of the stockholders.  
The Board of Directors may provide, by resolution, the time and place, 
either within or without the State of Minnesota, for the holding of 
additional regular meetings without notice other than such resolution.


            Section 4.   SPECIAL MEETINGS.   Special meetings of the Board 
of Directors may be called by or at the request of the Chairman of the Board 
or the President and, upon request by any two members of the Board of 
Directors, shall be called by the Chairman of the Board or the President.


            Section 5.   NOTICE.   Notice of any special meeting of the 
Board of Directors shall be given by written notice mailed to or served upon 
each director at least two days in advance of the day when the meeting is to 
be held, and such meeting shall be held at such time and place as shall be 
specified in such written notice.  Waiver of notice of any special meeting 
shall be in writing and may be given before, at or after such meeting, and 
attendance at a meeting by a director without protesting prior thereto or at 
its commencement the lack of notice to such director shall constitute waiver 
of such notice.  A special meeting of the Board of Directors may also be 
held without written notice at such time and place as shall be fixed by the 
consent in writing of all directors given before, at or after such meeting.


            Section 6.   QUORUM.   A majority of the members of the entire 
Board of Directors shall constitute a quorum for the transaction of 
business, but if less than such majority is present at a meeting a majority 
of the Directors present may adjourn the meeting from time to time without 
further notice other than by announcement at the meeting, until a quorum 
shall be present.


            Section 7.   MANNER OF ACTING.   The act of a majority of the 
directors present at any meeting of the Board of Directors at which a quorum 
is present shall be the act of the Board of Directors, unless a greater 
number is required by statute or by the Articles of Incorporation or by 
these By-Laws.  Any action that might be taken at a meeting of the Board of 
Directors may be taken without a meeting if done in writing signed by all of 
the directors.


            Section 8.   VACANCIES.   Any vacancy occurring in the Board of 
Directors may be filled for the remainder of that term by the affirmative 
vote of a majority of the remaining directors though less than a quorum of 
the Board of Directors.  Newly created directorships resulting from an 
increase in the authorized number of directors may be filled by a vote of a 
majority of the directors serving at the time of such increase.


            Section 9.   COMMITTEES.   The Board of Directors may, by 
resolution or resolutions adopted by a majority of the entire Board of 
Directors, designate one or more committees, in addition to the Executive 
Committee and the Finance Committee, each committee to consist of two or 
more directors, which to the extent provided in such resolutions or 
resolutions, or in the By-Laws, shall have and may exercise the powers and 
authority of the Board of Directors in the management of the business and 
affairs of the Corporation.  Such committee of committees shall have such 
name or names as may be stated in these By-Laws, or as may be determined 
from time to time by resolutions adopted by the Board of Directors.  All 
committees shall keep regular minutes of their proceedings.  Vacancies in 
any committee shall be filled by the Board of Directors.  All actions of any 
committee shall be reported to the Executive Committee or to the Board of 
Directors.  All such reports shall be rendered no later than at the second 
meeting of the Executive Committee or the Board of Directors, as the case 
may be, next succeeding the taking of such actions.  Each committee shall 
fix its own rules of procedure, and shall meet where and as provided by such 
rules, or by resolution of the Board of Directors.  Any action that might be 
taken at a meeting of any committee may be taken without a meeting if done 
in writing signed by all of the members of such committee.


            Section 10.   GENERAL POWERS.   In addition to the powers and 
authorities expressly conferred by these By-Laws, the Board of Directors may 
exercise all such powers and do all such lawful acts and things as are not 
by statute or by the Articles of Incorporation or by these By-Laws directed 
or required to be exercised or done by the stockholders.



                             ARTICLE IV.   OFFICERS
                             ======================

            Section 1.   NUMBER.   The executive officers of the Corporation 
shall be the Chairman of the Board, the President, one or more Executive 
Vice Presidents, Senior Vice Presidents, Vice Presidents and Assistant Vice 
Presidents (the number and titles of such vice presidents to be determined 
by the Board of Directors), a Secretary and a Treasurer.  The Chairman of 
the Board shall be elected from among the members of the Board of Directors.  
At its discretion, the Board of Directors may decline to designate and elect 
a Chairman of the Board.  Such other executive officers as may be deemed 
necessary may be elected by the Board of Directors.  Any two or more 
offices, except those of President and Secretary, may be held by the same 
person.


            Section 2.   ELECTION AND TERM OF OFFICE.   The executive 
officers of the Corporation to be elected by the Board of Directors shall be 
elected annually at the regular meeting of the Board of Directors held after 
each annual meeting of stockholders.  If the election of executive officers 
shall not be held at such meeting, such election of executive officers shall 
be held as soon thereafter as conveniently practicable.  Each executive 
officer shall be elected to hold office until such executive officer's 
successor is elected and has qualified.


            Section 3.   APPOINTIVE OFFICERS.   The President may appoint 
such additional appointive officers as may be approved by the Board of 
Directors.


            Section 4.   REMOVAL.   An executive officer may be removed 
either for or without cause by majority vote of the Board of Directors 
present at any meeting of the Board of Directors.


            Section 5.   VACANCIES.   Any vacancy occurring in any executive 
office may be filled for the remainder of the term by the affirmative vote 
of a majority of the Board of Directors.


            Section 6.   CHAIRMAN OF THE BOARD.   The Chairman of the board 
shall preside at all meetings of the Board of Directors, and shall perform 
such other duties as may be prescribed by the Board of Directors from time 
to time.  In the event the Board of Directors has not designated a Chairman 
of the Board, or in the event the Chairman of the Board is not present, the 
President shall preside at any such meeting of the Board of Directors.


            Section 7.   PRESIDENT.   The President shall be the Chief 
Executive Officer of the Corporation and, subject to the control of the 
Board of Directors, shall in general supervise and control all of the 
business and affairs of the Corporation.  In general, the President shall 
perform all duties usually vested in the office of the Chief Executive 
Officer and such other duties as may be prescribed by the Board of Directors 
from time to time.


            Section 8.   EXECUTIVE VICE PRESIDENT.   The Executive Vice 
President, or in the event there shall be more than one Executive Vice 
President, the Executive Vice Presidents, shall generally assist the 
President in the management of the Corporation.  In the event of the death, 
resignation or inability of the President to act, the Executive Vice 
President shall assume and discharge PRO TEMPORE the powers and duties of 
the President.  In the event there is more than one Executive Vice 
President, the Board of Directors, or the Executive Committee, shall 
designate which Executive Vice President shall assume and discharge
PRO TEMPORE the powers and the duties of the President.


            Section 9.   SENIOR VICE PRESIDENTS, VICE PRESIDENTS AND 
ASSISTANT VICE PRESIDENTS.   The Senior Vice Presidents, Vice Presidents, 
and Assistant Vice Presidents and appointive officers shall perform such 
duties as may be prescribed by the President or the Board of Directors from 
time to time.


            Section 10.   SECRETARY.   The Secretary shall keep the minute 
books and seal of the Corporation, record the minutes of the meetings of 
stockholders and the Board of Directors, and, in general, perform all duties 
and have all powers incident to the office of secretary and perform such 
other duties and have such other powers as may be prescribed by the 
President or the Board of Directors from time to time.


            Section 11.   TREASURER.   The Treasurer shall have supervision 
over the funds, securities, receipts and disbursements of the Corporation, 
and, in general, perform all duties and have all powers incident to the 
office of Treasurer and perform such other duties and have such other powers 
as may be prescribed by the President or the Board of Directors from time to 
time.


            Section 12.   COMPENSATION.   The executive officers and the 
appointive officers shall receive such salary or other compensation as may 
be determined by the Board of Directors.  The Board of Directors may 
delegate to the President the power to determine the salary or other 
compensation of any appointive officer.


            Section 13.   SURETY BONDS.   If the Board of Directors shall so 
require, any officer or agent of the Corporation shall execute to the 
Corporation a bond in such sum and with such surety or sureties as the Board 
of Directors may direct, conditioned upon the faithful performance of such 
officer's or agent's duties to the Corporation, including responsibility for 
negligence and for the accounting of all property, funds or securities of 
the Corporation which may come into such officer's or agent's hands.



                       ARTICLE V.   EXECUTIVE COMMITTEE
                       ================================

            The Board of Directors may, by resolution or resolutions adopted 
by a majority of the entire Board of Directors, designate three or more of 
its members to constitute an Executive Committee and shall designate a 
member of the Committee to serve as Chairman of such Executive Committee.  
The President shall be a member of the Executive Committee.  Vacancies in 
the Executive Committee shall be filled by the Board of Directors.

            Between meetings of the Board of Directors, the Executive 
Committee shall have and may exercise all of the powers and authority of the 
Board of Directors in the management of the business and affairs of the 
Corporation with the exception of such limitations as may be imposed by the 
Board of Directors or by statute.  All actions of the Executive Committee 
shall be reported to the Board of Directors.  All such reports shall be 
rendered no later than at the second meeting of the Board of Directors next 
succeeding the taking of such  actions.

            A majority of the members of the entire Executive Committee 
shall constitute a quorum for the transaction of business at any meeting of 
the Executive Committee.  The act of a majority of the Executive Committee 
present at any meeting of the Executive Committee at which a quorum is 
present shall be the act of the Executive Committee.  Any action which might 
be taken at a meeting of the Executive Committee may be taken without a 
meeting if done in writing signed by all of the members of the Executive 
Committee.



                      ARTICLE VI.   FINANCE COMMITTEE
                      ===============================

            The Board of Directors may, by resolution or resolutions adopted 
by a majority of the entire Board of Directors, designate three or more of 
its members to constitute a Finance Committee.  The President shall be a 
member of the Finance Committee.  The Board of Directors may also designate 
one or more of its members as alternate members of the Finance Committee to 
serve at meetings of the Finance Committee in the absence of any regular 
member or members, and, in case more than one alternate is designated, the 
Board of Directors shall designate at the time of such designation the 
priorities as between them.  Vacancies in the Finance Committee shall be 
filled by the Board of Directors.

            The Finance Committee shall exercise general control and 
supervision of the financial affairs and accounts of the Corporation.  It 
shall supervise all investments and loans of the Corporation, including 
investments in real estate, policy loans, real estate mortgage loans and 
investments in housing company securities.  Directly, or through such 
regulations as it may establish, it shall authorize or approve the making of 
all such investments or loans and all sales of such investments or loans.

            A majority of the members of the entire Finance Committee shall 
constitute a quorum for the transaction of business at any meeting of the 
Finance Committee.  The act of a majority of the Finance Committee present 
at any meeting of the Finance Committee at which a quorum is present shall 
be the act of the Finance Committee.  Any action which might be taken at a 
meeting of the Finance Committee may be taken without a meeting if done in 
writing signed by all of the members of the Finance Committee.



          ARTICLE VII.   CERTIFICATES FOR SHARES AND THEIR TRANSFER
          =========================================================

            Section 1.   CERTIFICATES FOR SHARES.   Certificates 
representing shares of the Corporation shall be in such form as shall be 
determined by the Board of Directors.  Such certificates shall be signed by 
the President or an Executive Vice President and by the Secretary or an 
Assistant Secretary and sealed with the corporate seal or a facsimile 
thereof.  The signatures of such officers upon a certificate may be 
facsimile if the certificate is manually signed on behalf of a transfer 
agent and a registrar, other than the Corporation itself or one of its 
employees.  Each certificate for shares shall be consecutively numbered or 
otherwise identified.  The mane and address of the person to whom the shares 
represented thereby are issued, with the number of shares and date of issue, 
shall be entered on the stock transfer books of the Corporation.  All 
certificates surrendered to the Corporation for transfer shall be cancelled 
and no new certificate shall be issued until the former certificate for a 
like number of shares shall have been surrendered and cancelled, except that 
in case of a lost, destroyed or mutilated certificate a new one may be 
issued therefor upon such terms and indemnity to the Corporation as the 
Board of Directors may prescribe.  In the event any officer's signature or 
facsimile signature shall appear on any certificate and such officer shall 
have ceased to be such officer prior to the issue of such certificate, such 
certificate shall be a valid certificate and may, nevertheless, be issued 
and delivered.


            Section 2.   TRANSFER OF SHARES.   Transfer of shares of the 
Corporation shall be made only on the stock transfer books of the 
Corporation by the holder of record thereof or by his legal representative, 
who shall furnish proper evidence of authority to transfer, or by his 
attorney thereunto authorized by power of attorney duly executed and filed 
with the Secretary of the Corporation, and on surrender for cancellation of 
the certificate for such shares.  The person in whose name shares stand on 
the books of the Corporation shall be deemed by the Corporation to be the 
owner thereof for all purposes.



                   ARTICLE VIII.   EXECUTION OF INSTRUMENTS
                   ========================================

            All documents, instruments or writings of any nature shall be 
signed, executed, verified, acknowledged and delivered by such officers, 
agents or employees of the Corporation, or any one of them, and in such 
manner, as from time to time may be determined by the Board of Directors.



                        ARTICLE IX.   CORPORATE SEAL
                        ============================

            The seal of the Corporation shall be in the form of a circle and
shall bear the name of the Corporation and the words "Corporate Seal".



                        ARTICLE X.   INDEMNIFICATION
                        ============================

            To the full extent permitted by Minnesota Statutes, Section 
300.082, as amended from time to time, or by other provisions of law, each 
person who was or is a party or is threatened to be made a party to any 
threatened, pending, or completed action, suit, or proceeding, wherever 
brought, whether civil, criminal, administrative or investigative, by reason 
of the fact that he is or was a director, officer or employee of the 
Corporation, or he is or was serving at the request of the Corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, shall be indemnified by the 
Corporation against expenses, including attorneys' fees, judgments, fines 
and amounts paid in settlement actually incurred by him in connection with 
such action, suit or proceeding.  The indemnification provided by hereby 
shall continue as to a person who has ceased to be a director, officer, 
employee or agent and shall inure to the benefit of the heirs, executors and 
administrators of such person.



                          ARTICLE XI.   AMENDMENTS
                          ========================

            The Board of Directors shall have authority to make and alter 
the By-Laws of the Corporation, subject to the power of the stockholders to 
change or repeal such By-Laws.






#20498


<PAGE>
                                                                 EXHIBIT 8

                         LUTHERAN BROTHERHOOD VARIABLE
                          INSURANCE PRODUCTS COMPANY

                         MANAGEMENT SERVICE AGREEMENT
                         ----------------------------

     This contract is made among Lutheran Brotherhood, a Minnesota 
corporation ("LB"), Lutheran Brotherhood Securities Corp., a Pennsylvania 
corporation ("LBSC") and Lutheran Brotherhood Variable Insurance Products 
Company, a Minnesota corporation, ("LBVIP"), this _______ day of 
____________, 1986.

     WHEREAS, LB, LBSC and LBVIP each seek to reduce their operation costs 
and obtain certain efficiencies available in the equitable and practicable 
sharing among them of certain common management and administrative 
procedures, and

     NOW, THEREFORE, the parties hereto, intending to be legally bound 
hereby, do agree as follows:

     1.  LB and LBSC shall furnish to LBVIP in such quantities and at such
         times as shall be necessary for the efficient and viable operation
         of LBVIP, all corporate management and administrative services of
         every nature, including but not limited to, the following
         categories:

         A.  General professional, including management, investment, legal,
             accounting, and administrative services;

         B.  General administrative, including purchasing, receiving,
             disbursement, bookkeeping, word processing, data processing,
             graphics, mail, and secretarial services;

         C.  Marketing support, including field management, field
             compensation, promotion, conferences, education, and training
             services; and,

         D.  Other services which the parties shall from time to time agree
             to be necessary and appropriate for the efficient operations of
             the parties, including to the extent they are not covered
             above, but not limited to, the following:

              (1)  Compensation procedures, systems and administration of
                   all management, employees and agents;

              (2)  Field Force commissions;

              (3)  Investment procedures, systems and administration;

              (4)  Taxes and the applicable reporting thereof to local,
                   state and federal authorities;

              (5)  Expenses of examination and other governmental expenses,
                   and fees and expenses of trade associations and bureaus;

              (6)  Underwriting;

              (7)  Claims adjustment;

              (8)  Claims payments;

              (9)  General books of account;

             (10)  Appointment and cancellation of agencies;

             (11)  Policies, endorsements, and related matters;

             (12)  Accounting, statistics, and records;

             (13)  Collection and handling of premiums and moneys;

             (14)  Reinsurance;

             (15)  General overhead;

             (16)  Housing, space and furniture and fixtures;

             (17)  Preparation of financial and other reports;

             (18)  Advertising, sales promotion and agency development;

             (19)  Employment and discharge of personnel;

             (20)  Competition among LB, LBSC and LBVIP;

             (21)  Allocations of expenses between company operations of
                   LBVIP and other activities, if any;

             (22)  Cancellation of policies;

             (23)  Refusal of risks;

             (24)  Allocated and unallocated loss adjustment expense;

             (25)  Amendments to this Agreement.

     2.  In consideration of receipt of the above described services, LBVIP
         shall pay to LB and/or to LBSC in such manner and at such times as
         the parties shall agree, but at least annually, the actual costs of
         such services.

     3.  This is a management service agreement only and does not purport to
         transfer from one party to another any items of property, either
         tangible or intangible and all parties shall continue to own, hold,
         completely control and remain in custody of all items of property
         to which they are now or in the future entitled without respect to
         how such properties or the values thereof were created or enhanced.

     4.  Notwithstanding anything to the contrary, LBVIP shall:

         A.  Have custody of, responsibility for and complete control of all
             of its investments;

         B.  Own, have custody of and keep its general corporate accounts
             and records;

         C.  Own all the records of its business;

         D.  Have an ultimate veto right on underwriting;

         E.  Have the ultimate right to cancel any risk;

         F.  Have an ultimate veto on appointment of agents and the ultimate
             power to cancel any agency;

         G.  Have an ultimate responsibility for and general control of
             claims adjustment and claims payments;

         H.  Be entitled to any premiums collected by LB or LBSC which shall
             be held in a fiduciary capacity and be paid over to LBVIP
             immediately following collection;

         I.  Retain an adequate right of cancellation of the contract and
             discharge of the manager in the event LB or LBSC fails to
             satisfactorily perform;

         J.  Retain the ultimate veto right over commission rates.

     5.  This Agreement may not be assigned, transferred or amended without
         the express written consent of each party.

     6.  The duration of this Agreement shall be perpetual provided that any
         party may at any time call, in writing for a renegotiation of its
         provisions and that any party may cancel this agreement upon
         reasonable written notice to the other parties.

     IN WITNESS WHEREOF, the parties have signed in Minneapolis, Minnesota, 
on the date first above written.

                                       LUTHERAN BROTHERHOOD
(SEAL)
                                       By 
                                         -----------------------------------
                                         Luther O. Forde
                                         Its President


                                       LUTHERAN BROTHERHOOD SECURITIES CORP.
(SEAL)
                                       By 
                                         -----------------------------------
                                         Mitchell F. Felchle
                                         Its President


                                       LUTHERAN BROTHERHOOD VARIABLE
                                       INSURANCE PRODUCTS COMPANY
(SEAL)
                                       By
                                         -----------------------------------
                                         Luther O. Forde
                                         Its President


#20777


<PAGE>
                                                                   EXHIBIT 9
625 Fourth Avenue South
Minneapolis, Minnesota  55415
(612) 340-5727

[LOGO]  LUTHERAN BROTHERHOOD VARIABLE
        INSURANCE PRODUCTS COMPANY


April 28, 1998


Lutheran Brotherhood Variable Insurance Products Company
625 Fourth Avenue South
Minneapolis, MN  55415

Gentlemen:

In connection with the proposed registration under the Securities Act of 
1933, as amended, of individual flexible premium deferred variable annuity 
contracts (the "contracts") and interests in LBVIP Variable Annuity Account 
I (the "Separate Account"), I have examined documents relating to the 
establishment of the Separate Account by the Board of Directors of Lutheran 
Brotherhood Variable Insurance Products Company(the "Company") as a separate 
account for assets applicable to variable annuity contracts, pursuant to 
Minnesota Statutes Sections 61A.13 to 61A.21, as amended, and the 
Registration Statement, on Form N-4, File No. 33-15974 (the "Registration 
Statement"), and I have examined such other documents and have reviewed such 
matters of law as I have deemed necessary for this opinion and I advise you 
that in my opinion:

1.     The Separate Account is a separate account of the Conmpany duly
       created and validly existing pursuant to the laws of the State of
       Minnesota.

2.     The contracts, when issued in accordance with the Prospectus
       constituting a part of the Registration Statement and upon compliance
       with applicable local law, will be legal and binding obligations of
       the Company in accordance with their respective terms.

3.     The portion of the assets held in the Separate Account equal to
       reserves and other contract liabilities with respect to the Separate
       Account are not chargeable with liabilities arising out of any other
       business the Company may conduct.

I consent to the filing of this opinion as an exhibit to the Registration 
Statement and to the use of my name under the heading "Legal Matters" in the 
Prospectus constituting a part of the Registration Statement and to the 
references wherever appearing therein.

Very truly yours,

/s/James M. Odland
James M. Odland
Assistant Secretary

#20755


<PAGE>
                                                                 EXHIBIT  13
                                                                 -----------

                        LBVIP VARIABLE ANNUITY ACCOUNT I

                       COMPUTATION OF PERFORMANCE DATA


MONEY MARKET SUBACCOUNT CALCULATION OF YIELD QUOTATION

            The Prospectus contains or will contain information with respect 
to the yield and effective yield of a hypothetical preexisting account
having a balance of one Money Market Portfolio Subaccount Accumulation Unit 
at the beginning of a specified seven-day period.  Such yield quotations 
have been calculated by determining the net change, exclusive of capital 
changes, in the value of a hypothetical pre-existing account having a 
balance of one Accumulation Unit of the Subaccount at the beginning of the 
period, subtracting a hypothetical charge reflecting deductions from 
Contract Owner accounts, dividing the net change by the value of the account 
at the beginning of the period to obtain the base period return, and 
multiplying the base period return by 365/7.  The effective yield has been 
calculated by compounding the yield quotation for such period by adding 1 
and raising the sum to a power equal to 365/7, and subtracting 1 from the 
result.

            In determining the net change in the value of the account as 
described in the preceding paragraph, all deductions that are charged to all 
Contract Owner accounts have been reflected in proportion to the length of 
the seven-day base period and the mean (or median) account size under a 
variable annuity contract issued by LBVIP.  Deductions from purchase 
payments and surrender charges assessed have not been reflected in, and 
realized gains and losses from the sale of securities and unrealized 
appreciation and depreciation of the Subaccount and the related portfolio 
company have been excluded from the computation of yield.

            Following is an example of a yield calculation by LBVIP Variable 
Annuity Account I Money Market Subaccount for the variable annuity contract 
issued by Lutheran Brotherhood Variable Insurance Products.


                      LBVIP VARIABLE ANNUITY ACCOUNT I
                          MONEY MARKET SUBACCOUNT
               CALCULATION OF YIELD QUOTATIONS AS OF 31-Dec-92

Value of a hypothetical pre-existing account having a
balance of one Accumulation Unit at the beginning of
the seven-day period.......................................... $1.302336 (A)

Value of the same account (excluding capital changes)
at the end of the seven-day period............................  1.302833
                                                               ----------
Net change in value of one Accumulation Unit.................. $0.000497 (B)
                                                              ==============

Base Period Return:
   Net change in value of one Accumulation Unit
   divided by value of one Accumulation Unit at the
   beginning of the seven-day period (A)/(B)..................  0.000382 (C)
                                                              ==============

Annualized Current Net Yield..................................      1.99%
                                                              ==============

Effective Yield...............................................      2.01%
                                                              ==============

Footnotes:
- ----------------------------------------------------------

(a)   Annualized Current Net Yield = (C) x (365/7))

                                365/7
(b)   Effective Yield = ((C + 1)       -1)


HIGH YIELD SUBACCOUNT AND INCOME SUBACCOUNT STANDARDIZED YIELD CALCULATIONS

            The Prospectus contains or will contain information with respect 
to yield quotations by Subaccounts other than the Money Market Subaccount.  
These yield quotations are based on a 30-day (or one month) period computed 
by dividing the net investment income per accumulation unit earned during 
the period (the net investment income earned by the Fund portfolio 
attributable to shares owned by the Subaccount less expenses incurred during 
the period) by the maximum offering price per Accumulation Unit on the last 
day of the period, by setting yield equal to two times the difference 
between the sixth power of one plus the designated ratio and one, where the 
designated ratio is the difference between the net investment income earned 
during the period and the expenses accrued for the period (net of 
reimbursement) divided by the product of the average daily number of 
Accumulation Units outstanding during the period and the maximum offering 
price per Accumulation Unit on the last day of the period.

            For fees that vary with the size of the Contract, a Contract 
size equal to the mean (or median) contract size of a variable annuity 
contract issued by LBVIP has been assumed.  Annualized current yield of any 
specific base period is not a representation of future actual yield.

            Following are examples of standardized yield calculations by 
LBVIP Variable Annuity Account I High Yield Subaccount and LBVIP Variable 
Annuity Account I Income Subaccount for the variable annuity contract issued 
by Lutheran Brotherhood Variable Insurance Products Company.


<PAGE>
<TABLE>
<CAPTION>
                                         LBVIP SERIES FUND, INC. - HIGH YIELD PORTFOLIO
                                                 STANDARDIZED YIELD CALCULATION
                                                        AS OF 31-DEC-92
===================================================================================================================
                                                                              LBVIP Variable Annuity Account I
                                                        LBVIP-HY Portfolio         High Yield Subaccount
                                                       --------------------  --------------------------------------

                                                                               % of o/s
Gross Income Earned During Base Period:                 Amount      Yield        shares        Amount       Yield
- --------------------------------------                ----------   -------     ---------   -------------   --------
<S>                                                   <C>          <C>          <C>         <C>            <C>
From Corporate Obligations:
  Computed on a Yield to Maturity or 
  Yield to Call Basis................................ 1,248,057    10.45%       96.446%     1,203,704      10.19%

From Preferred Stock.................................   102,266     0.86%       96.446%        98,632       0.84%

From Short-Term Securities:
  Book Income adjusted to reflect a 30-day
   base period.......................................    17,394     0.15%       96.446%        16,776       0.14%
                                                     -------------  --------                -----------     ------
Total Gross Income................................... 1,367,717    11.46%                   1,319,112      11.17%
                                                     ==========    ======       =======      ========      ======

Investment advisory fee accrued during 
  base period........................................    48,398     0.41%       96.446%        46,678       0.40%
                                                     ==========    ======       =======      ========      ======

Mortality and expense risk charges at the
  subaccount level...................................       NA                                129,101       1.09%
                                                     ==========    ======       =======      ========      ======

Average daily number of shares/units outstanding
  during the base period (Schedule 2)............... 15,213,119                             8,919,576
                                                   ===============                        ============

Maximum public offering price per share/unit on
  the last day of the base period (Schedule 2).....        9.63                             16.209964
                                                   ===============                        ============


Standardized Yield..................................      11.05%(a)                               9.68%(b)
                                                    ===============                        ============
</TABLE>

Footnotes:
==========
(a)   Current yield is computed using the following formula:

                                                             6
2[ [          (Gross Income - Advisory Fee)             +1 ]      -1 ]   X 100
   --------------------------------------------------
 [ [  (Average Daily shares x Maximum Offering Price)      ]         ]

(b)   Current Yield is computed using the following formula:

                                                              6
2[ [   (Gross Income - Advisory Fee - M&E Charge)       +1 ]      -1 ]   x 100
   ------------------------------------------------
 [ [ (Average Daily Units x Maximum Offering Price)        ]         ]



Preparer:         /s/Jane I Sholtz
           ----------------------------------


Preparer:         /s/Rand Mattsson
           ----------------------------------


<PAGE>

                   LBVIP Series Fund - High Yield Portfolio
                 Calculation of Average Shares Outstanding for
                Each Separate Account For Purposes of Computing
                  SEC Yields for the month end      31-Dec-92

Shares outstanding by separate account:
- ----------------------------------------------------------------------------
      Date             VUL         SPVL           VA              TOTAL
- ----------------------------------------------------------------------------
       12/01/92   482,249.674   45,855.625   14,081,001.473   14,609,106.772
       12/02/92   485,721.401   45,867.590   14,125,626.089   14,657,215.080
       12/03/92   487,087.089   45,879.484   14,201,449.493   14,734,416.066
       12/04/92   487,322.547   45,891.255   14,236,160.957   14,769,374.759
       12/07/92   487,681.166   45,902.973   14,278,288.305   14,811,872.444
       12/08/92   487,536.723   43,598.800   14,339,028.784   14,870,164.307
       12/09/92   488,397.548   43,609.857   14,399,385.655   14,931,393.060
       12/10/92   488,894.772   43,620.848   14,426,330.640   14,958,846.260
       12/11/92   489,333.526   43,632.051   14,470,789.774   15,003,755.351
       12/14/92   490,602.169   43,643.196   14,535,361.773   15,069,607.138
       12/15/92   493,160.496   43,685.741   14,617,759.341   15,154,605.578
       12/16/92   495,085.959   43,697.040   14,712,491.271   15,251,274.270
       12/17/92   498,730.857   43,708.033   14,764,406.766   15,306,845.656
       12/18/92   500,127.481   43,720.580   14,823,098.576   15,366,946.637
       12/21/92   500,682.882   43,731.736   14,841,440.830   15,385,855.448
       12/22/92   495,980.528   43,772.511   14,883,263.069   15,423,016.108
       12/23/92   500,275,532   43,783.766   14,942,597.495   15,486,656.793
       12/28/92   501,297.538   43,795.184   14,987,920.474   15,533,013.196
       12/29/92   503,630.915   43,776.210   15,059,454.782   15,606,861.907
       12/30/92   508,885.616   43,845.664   15,122,406.995   15,675,138.275
       12/31/92   512,242.641   43,857,105   15,199,657.495   15,755,757.241
                                                                       0.000
                                                                       0.000
Average shares
outstanding.....  494,520.336   44,232.155   14,621,329.526   15,160,082.016
                  ===========   ==========   ==============   ==============

Average shares as a
percentage of total
 shares...........      3.262%       0.292%          96.446%        100.000%
                     =========     ========         ========        ========


<PAGE>

<TABLE>
<CAPTION>
                            LBVIP SERIES FUND, INC. - HIGH YIELD PORTFOLIO
                 INCOME EARNED FROM COMMON AND PREFERRED STOCKS DURING DECEMBER, 1992
                           FOR PURPOSES OF COMPUTING SEC STANDARDIZED YIELD

                                                         DAILY
                                              ANNUAL  DIVIDEND RATE         NO. OF    GROSS
                                             DIVIDEND   PER SHARE            DAYS     INCOME
                              EQUITY SHARES    RATE     (360 DAY    DAILY   IN BASE  FOR BASE
   CUSIP    ISSUE              TYPE   OWNED  PER SHARE   YEAR)      INCOME  PERIOD    PERIOD
- ---------   ----------------- ------ ------- --------- ----------- -------- ------ ----------
<S>                             <C>   <C>      <C>       <C>        <C>       <C>  <C>
    CASH DIVIDEND SECURITIES:
054904107   B & H Maritime
            Carriers            C/S   12,200   0.800     0.0022      27.11    30      813.33

482727203   K III
          Communication Corp    P/S   47,000   2.88      0.0080     375.35    30   11,260.42

873098206   TW Holdings         P/S   20,000   1.60      0.0044      88.89    30    2,666.67

909214207   Unisys              P/S   15,000   5.63      0.0156     234.38    30    7,031.25
909214207   Unisys              P/S    1,350   5.63      0.0156      21.09    14      295.31
                                                                                ---------------
                                                                                   22,066.98
                                                                                ---------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                       NO. OF   GROSS
                                                                                        DAYS    INCOME
                            EQUITY SHARES DIVIDEND SHARES  PRICE AT  QUARTERLY DAILY  IN BASE  FOR BASE
                            TYPE   OWNED   RATE   EXPECTED 12/31/92  INCOME    INCOME  PERIOD   PERIOD
                            ------- ------- -----  -------- --------- --------- ------- ------ ----------
    PIK DIVIDEND SECURITIES:
<S>                          <C>  <C>     <C>      <C>     <C>      <C>       <C>         <C>  <C>
077852200   Bell &
            Howell Co.       P/S  19,149  0.04250    814   25.25     20,554     228.37    30    6,851.17
077852200   Bell &
            Howell Co.       P/S   1,627  0.04250     69   25.25      1,742      19.36     0        0.00

256128208   Dr. Pepper
            Bottling Co.     P/S  15,755  0.04250    670   26.50     17,755     197.28    30    5,918.33

417434404   Harvard
            Industries       P/S  64,161  0.14250  9,143   22.13    202,289   2,247.65    30   67,429.63
                                                                                           --------------
                                                                                               80,199.13
                                                                                           --------------

                                         Gross Income from Common and Preferred stocks        102,266.10
                                                                                            ============
</TABLE>

<TABLE>
<CAPTION>
                               LBVIP SERIES FUND, INC. - HIGH YIELD PORTFOLIO
                                     BOOK INCOME AND EXPENSES BY MONTH
                                 FOR FISCAL YEAR ENDING            12/31/92
=========================================================================================================
                        MONTHLY INCOME
                  --------------------------
                           AMORT.                    AMORT.       AMORT.                   TOTAL
                 L-T       OF S-T     DIVIDEND        OF L-T        OF         OTHER       GROSS
   MONTH      INTEREST     DISCOUNT     INCOME       DISCOUNT     PREMIUM      INCOME      INCOME
- ----------  -----------   ---------- -----------   -----------  ----------  ----------  -----------
                                                                                        -----------
  <S>         <C>          <C>         <C>         <C>            <C>         <C>      <C>
  Jan-92       410,903      24,698      34,672        81,486       2,055           0      549,705

  Feb-92       464,798      25,424       3,274        72,931       2,154           0      564,273

  Mar-92       568,084      19,816      22,276        82,483       3,491           0      689,168

  Apr-92       589,492      17,366      46,628        72,196       3,427           0      722,255

  May-92       589,908      17,492          21        79,418       4,092           0      682,747

  Jun-92       784,994      17,709      75,663        94,722       4,666      44,111      976,534

  Jul-92       759,897      13,289      45,271       126,583       5,312       7,500      947,228

  Aug-92       847,921       8,012      10,895       122,940       5,091         183      984,859

  Sep-92       888,244      10,731      78,337       117,613       5,118         857    1,090,665

  Oct-92       863,490      22,391      50,427       119,673       5,827       2,436    1,052,590

  Nov-92     1,087,783      22,158     169,438       148,152       7,108       1,231    1,421,654

  Dec-92     1,271,566      17,974      32,347       153,017       8,039       2,697    1,469,562
- ---------   -----------   ----------  ---------   ------------  ----------  --------- ------------
(Y-T-D)
TOTALS       9,091,080     217,060     569,249     1,271,215      56,378      59,015   11,151,241
=======      =========     =======     =======     =========      ======      ======   ==========

 .....CONTINUED..        LBVIP SERIES FUND, INC.,  -  HIGH YIELD PORTFOLIO
                                BOOK INCOME AND EXPENSES BY MONTH
                       FOR FISCAL YEAR ENDING       12/31/92.....CONTINUED
==================================================================================================
                               MONTHLY EXPENSES
                         ---------------------------
             ADVISORY                  NET              OTHER         TOTAL       TOTAL NET
               FEE         FEE       ADVISORY          ACCRUED         NET        INVESTMENT
  MONTH       EXPENSE     WAIVER       FEE      TAXES  EXPENSES     EXPENSES        INCOME
- ---------- ----------- ----------- ----------  ------ ----------  -----------  --------------
                                                                  -----------  --------------
  <S>         <C>            <C>     <C>          <C>     <C>       <C>        <C>
  Jan-92       20,105        0        20,105      0       0          20,105         529,600

  Feb-92       19,950        0        19,950      0       0          19,950         544,323

  Mar-92       25,382        0        25,382      0       0          25,382         663,786

  Apr-92       25,326        0        25,326      0       0          25,326         696,929

  May-92       27,344        0        27,344      0       0          27,344         655,403

  Jun-92       32,872        0        32,872      0       0          32,872         943,662

  Jul-92       34,781        0        34,781      0       0          34,781         912,447

  Aug-92       38,200        0        38,200      0       0          38,200         946,659

  Sep-92       39,936        0        39,936      0       0          39,936       1,050,729

  Oct-92       42,061        0        42,061      0       0          42,061       1,010,529

  Nov-92       46,323        0        46,323      0       0          46,323       1,375,331

  Dec-92       50,011        0        50,011      0       0          50,011       1,419,551
- ----------- -----------  --------  ----------- ------ --------    -----------   -------------
(Y-T-D)
TOTALS        402,291        0       402,291      0       0         402,291      10,748,950
              =======      ====      =======    ====     ====       =======      ==========
</TABLE>



<PAGE>

SCHEDULE  3

LBVIP  -  HIGH YIELD                         DECEMBER  1992
- ----------------------------------------------------------------------------
                                   DAILY                     CUMULATIVE
                                    O/S                         O/S
    DATE          DAY              SHARES                      SHARES
============================================================================
     DEC    1     TUE            14,612,919                  14,612,919
            2     WED            14,661,016                  29,273,934
            3     THU            14,738,196                  44,012,131
            4     FRI            14,773,146                  58,785,277
            5     SAT            14,823,180                  73,608,457
            6     SUN            14,823,180                  88,431,637
            7     MON            14,823,180                 103,254,817
            8     TUE            14,873,935                 118,128,752
            9     WED            14,935,156                 133,063,909
           10     THU            14,962,688                 148,026,597
           11     FRI            15,007,588                 163,034,185
           12     SAT            15,081,124                 178,115,309
           13     SUN            15,081,124                 193,196,433
           14     MON            15,081,124                 208,277,558
           15     TUE            15,158,525                 223,436,083
           16     WED            15,255,111                 238,691,194
           17     THU            15,311,240                 254,002,434
           18     FRI            15,370,868                 269,373,302
           19     SAT            15,397,680                 284,770,982
           20     SUN            15,397,680                 300,168,662
           21     MON            15,397,680                 315,566,343
           22     TUE            15,426,982                 330,993,324
           23     WED            15,490,696                 346,484,020
           24     THU            15,556,460                 362,040,480
           25     FRI            15,556,460                 377,596,940
           26     SAT            15,556,460                 393,153,400
           27     SUN            15,556,460                 408,709,861
           28     MON            15,556,460                 424,266,321
           29     TUE            15,631,624                 439,897,944
           30     WED            15,679,229                 455,577,173
     DEC   31     THU            16,029,510                 471,606,683

AVERAGE OUTSTANDING              15,213,119


               VARIABLE ANNUITY-HIGH YIELD  (DECEMBER  1992)
              -----------------------------------------------
                                   DAILY                   CUMULATIVE
                                 OUTSTANDING               OUTSTANDING
     DATE             DAY          SHARES                    SHARES
=========================================================================
   DECEMBER    1      TUE     8,596,187.136934           8,596,187.136934
               2      WED     8,640,128.450160          17,236,315.587094
               3      THU     8,659,070.575797          25,895,386.162891
               4      FRI     8,682,505.386246          34,577,891.549137
               5      SAT     8,712,858.660611          43,290,750.209748
               6      SUN     8,712,858.660611          52,003,608.870359
               7      MON     8,712,858.660611          60,716,467.530970
               8      TUE     8,747,353.063759          69,463,820.594729
               9      WED     8,761,555.366137          78,225,375.960866
              10      THU     8,786,339.408275          87,011,715.369141
              11      FRI     8,823,350.364894          95,835,065.734035
              12      SAT     8,866,683.874773         104,701,749.608808
              13      SUN     8,866,683.874773         113,568,433.483581
              14      MON     8,866,683.874773         122,435,117.358354
              15      TUE     8,921,886.811262         131,357,004.169616
              16      WED     8,951,178.956619         140,308,183.126235
              17      THU     8,984,262.522169         149,292,445.648404
              18      FRI     8,993,101.604956         158,285,547.253360
              19      SAT     9,011,553.849235         167,297,101.102595
              20      SUN     9,011,553.849235         176,308,654.951830
              21      MON     9,011,553.849235         185,320,208.801065
              22      TUE     9,045,234.129254         194,365,442.930319
              23      WED     9,070,345.909488         203,435,788.839807
              24      THU     9,107,547.799347         212,543,336.639154
              25      FRI     9,107,547.799347         221,650,884.438501
              26      SAT     9,107,547.799347         230,758,432.237848
              27      SUN     9,107,547.799347         239,865,980.037195
              28      MON     9,107,547.799347         248,973,527.836542
              29      TUE     9,131,140.190069         258,104,668.026611
              30      WED     9,174,772.970938         267,279,440.997549
              31      THU     9,227,426.629334         276,506,867.626883

AVERAGE OUTSTANDING:          8,919,576.375061

      M & E Charges:                133,404.30

            Unit Values:             16.209964


Prepared by:  Jill Eriksen - Controllers
Date Prepared:    01/04/93


<PAGE>
<TABLE>
<CAPTION>
LBVIP SERIES FUND, INC.  -  HIGH YIELD PORTFOLIO      STANDARD YIELD CALCULATION


INPUT AREA  -  PORTFOLIO HOLDINGS
=======================================================================================================================
AS OF 11/30/92 (ADJUSTED FOR UNSETTLED TRADES)
=============================================================
                                                     MATURITY 1ST PMT  STEP   VALUATION ACCRUED INT PAY   CALL    CALL
ROW CUSIP NO.   ISSUER       PAR    COUPON  PRICE        DATE    DATE  COUPON    DATE  INTEREST    DATE   DATE    PRICE
- --- --------- ----------- --------- ------ ------- ---------- -------- ------ --------- ------ -------- -------- -------
<S> <C>       <C>      <C>       <C>   <C>      <C>        <C>      <C>       <C>       <C>    <C>      <C>      <C>
 A      B         C          D         E      F         G         H      I        J       K        L       M        N
  0 002034AB2 ARA GROUP
              INC        700,000 12.000 110.375 04/15/2000                    11/30/92  10,787 04/15/93 04/15/95 105.000
  1 006848AD7 ADELPHIA
         COMMUNICATIONS
              CORP     2,000,000 11.875 100.500 09/15/2004                    11/30/92  53,438 03/15/93
  2 016745AA9 ALLBRITTON
         COMMUNICATIONS
              CO       1,750,000 11.500  98.750 08/15/2004                    11/30/92  53,108 02/15/93
  3 027429AW9 AMERICAN
              MEDICAL
              INTL INC   500,000 13.500 109.750 08/15/2001                    11/30/92  19,875 02/15/93 08/15/96 103.860
  4 027429AY5 AMERICAN MED
              INTL INC   300,000        141,000 11/26/2005 11/26/95 15.000    11/30/92         05/26/93 11/26/95 196.717
  5 029163AA0 AMERICAN RE
              CORP     2,100,000 10.875 104.500 09/15/2004                    11/30/92  38,697 03/15/93
              AMERICAN
  6 029717AE5 STD INC     3,000,000         94.625 06/30/2003 12/30/93 14.250 11/30/92         12/30/92
  7 042170AH3 ARMCO INC   1,050,000 11.375 100.500   10/15/99                 11/30/92  17,584 04/15/93
  8 050297AA8 AUBURN
              HILLS TR    1,650,000 16.875 130.000 05/01/2020                 11/30/92  23,203 05/01/93
  9 066229AA3 BANKERS
              LIFE HLDGS
              CO          1,300,000 13.000 100.500 11/01/2002                 11/30/92  10,328 05/01/93
 10 067774AA7 BARNES &
              NOBLES INC    900,000 11.875 102.500 01/15/2003                 11/30/92   4,453 01/15/93
 11 073913AA3 BEATRICE
              FOODS INC   1,400,000 12.000 103.250 12/01/2001                 11/30/92  84,000 12/01/92
 12 077852AA9 BELL &
              HOWELL GROUP
              INC           599,000 12.875 105.500   05/15/98                 11/30/92   3,428 05/15/93
 13 088667AA8 BIBB CO DEL 1,000,000 14.000 101.000   10/01/99                 11/30/92  23,333 04/01/93
 14 131269AA0 CALMAR
              SPRAYING SYS
              INC           750,000 14.000 105.000   02/15/99                 11/30/92  30,917 02/15/93 02/15/93 106.000
 15 161241AR5 CHARTER
              MEDICAL CORP  840,000  7.500  72.500 02/15/2003                 11/30/92  18,550 02/15/93
 16 194831AB9 COLLINS &
              AIKMAN GROUP
              INC           700,000 15.000  98.000   05/01/95                 11/30/92   8,750 05/01/93
 17 196879AB6 COLTEC INDS
              INC           500,000 10.250 102.000 04/01/2002                 11/30/92   8,542 04/01/93
 18 196879AD2 COLTEC INDS
              INC         1,750,000  9.750 101.500   11/01/99                 11/30/92  16,589 05/01/93
 19 197648BU1 COLUMBIA
              GAS SYSTEMS
              DEFAULT     1,750,000 10.250 108.250 08/01/2011                 11/30/92         02/01/93
 20 197709AA6 COLUMBIA
              HOSP CORP     900,000 10.875  99.000 03/01/2002                 11/30/92  24,469 03/01/93
 21 199904AA1 COMCAST
              CELLULAR    4,600,000         48.250 03/05/2000                 11/30/92         03/05/93
 22 211177AE0 CONTINENTAL
              CABLEVISION
              INC         2,800,000 11.000 106.000 06/01/2007                 11/30/92 136,033 12/01/92
 23 211642AB9 CONTINENTAL
              MED SYS INC 1,400,000 10.875  98.750 08/15/2002                 11/30/92  43,983 02/15/93
 24 230208AB6 CULLUM COS
              INC         2,000,000         89.500 12/01/2003 06/01/94 16.000 11/30/92         12/01/92
 25 235529AB0 DALTON B CO   650,000 13.500 107.000   02/01/99                 11/30/92  29,250 02/01/93
 26 245279AC8 DEL NORTE
              FDG CORP
              DEFAULT       250,000 11.250  60.232 01/02/2014                 11/30/92         01/02/93
 27 256128AA7 DR PEPPER
              BOTTLING CO
              TEX           360,000 15.500 110.500   11/01/98                 11/30/92   4,650 05/01/93 11/01/93 105.810
 28 256131AD5 DR PEPPER/
              SEVEN UP COS
              INC         3,500,000         60.125 11/01/2002 05/01/98 11.500 11/30/92         05/01/93
 29 269612AA5 EAGLE INDS
              INC         1,050,000 13.000 105.000   10/15/98                 11/30/92  17,442 04/15/93
 30 283681AF1 EL PASO FNDG
              DEFAULT       500,000 10.375  62.638 01/02/2011                 11/30/92         01/02/93
 31 291525AB9 EMMIS
              BROADCASTING
              CORP        2,350,000 14.625  97.000   12/15/95                 11/30/92 158,478 12/15/92
 32 29409KAA9 ENVIROSOURCE
              INC         2,400,000 14.000 106.500   04/01/98                 11/30/92  56,000 04/01/93
 33 307669AC5 FARM FRESH
              INC         1,750,000 12.250  96.500 10/01/2000                 11/30/92  30,965 04/01/93
 34 315290AE6 FERRELLGAS
              INC         1,350,000 11.625 104.000 12/15/2003                 11/30/92  72,366 12/15/92
 35 344126AA5 FOAMEX L.P. 1,150,000 11.250  98.000 10/01/2002                 11/30/92  17,250 04/01/93
 36 344126AB3 FOAMEX L P/
              FOAMEX CAP
              CORP          800,000 11.875  98.000 10/01/2004                 11/30/92  12,667 04/01/93
 37 346091AE1 FOREST OIL
              CORP          250,000 13.625  96.500   09/15/98                 11/30/92   7,191 03/15/93
 38 347460AD9 FORT HOWARD
              CORP        3,000,000 12.625 104.500 11/01/2000                 11/30/92  31,562 05/01/93 11/01/93 105.000
 39 368145AE8 GAYLORD
              CONTAINER
              CORP          590,652 10.250  82.500 12/31/2001                 11/30/92  25,226 12/31/92
 40 368145AF5 GAYLORD
              CONTAINER
              CORP          513,440 13.500  99.500 12/31/2003                 11/30/92  28,881 12/31/92
 41 369330AB1 GENERAL CHEM
              CORP          500,000 14.000 111.250   11/01/98                 11/30/92   5,833 05/01/93 11/01/94 105.500
 42 370064AL1 GENERAL HOST
              CORP          750,000  8.000 107.500 02/15/2002                 11/30/92  17,667 02/15/93
 43 386532AD7 GRAND UN
              CO          1,250,000 12.250  99.750 07/15/2002                 11/30/92  54,870 07/15/93
 44 420877AA0 HAYNES INTL
              INC         1,900,000 13.500  91.500   08/15/99                 11/30/92  75,525 02/15/93
 45 42221HAF4 HEALTHTRUST
              INC         1,250,000 10.750 105.750 05/01/2002                 11/30/92  11,198 05/01/93
 46 42724GAA9 HERITAGE
              MEDIA SVCS  2,500,000 11.000 103.000 06/15/2002                 11/30/92 121,458 12/15/92
 47 431691AA2 HILLS
              STORES CO
              DEFAULT       267,000 13.500  89.500   12/31/92                 11/30/92         12/31/92
 48 45167RAC8 IDEX CORP   1,000,000  9.750 102.000 09/15/2002                 11/30/92  18,417 03/15/93
 49 46624EAG3 JPS TEXTILE
              GROUP INC   2,200,000  9.250  89.500   06/01/99                 11/30/92 101,750 12/01/92
 50 46624EAJ7 JPS TEXTILE
              GROUP INC     600,000  7.000  69.500 05/15/2000                 11/30/92   1,867 05/15/93
 51 540411AA3 LOEHMANNS
              HLDS INC    2,100,000 13.750 100.500   02/15/99                 11/30/92  85,021 02/15/93
 52 541535AA8 LOMAS
              FINANCIAL     297,000  9.000  86.875 10/31/2003                 11/30/92   2,302 04/30/93
 53 559177AE0 MAGNA
              COPPER CO     700,000 11.500 106.500 01/15/2002                 11/30/92  30,411 01/15/93
 54 570387AF7 MARK IV
              INDUSTRIES    650,000  6.250 115.250 02/15/2007                 11/30/92  11,962 02/15/93
 55 586009AF9 MEMOREX
              TELEX CORP
              PIK         1,663,088 10.000  25.500   02/15/98                 11/30/92         02/15/93
 56 597520AB1 MIDLAND
              FUNDG II    1,900,000 13.250 109.460 07/23/2006                 11/30/92  89,511 01/23/93
 57 62945JAB2 NWA INC
              DEFAULT     1,900,000  8.625  26.244   08/01/96                 11/30/92  46,886 02/01/93
 58 652478AC2 NEWS AMER
              HLDGS INC     750,000         64.500 03/31/2002                 11/30/92         03/31/93
 59 652478AD0 NEWS AMER
              HLDGS INC   1,300,000  9.125 100.250   10/15/99                 11/30/92  11,533 04/15/93
 60 656559AK7 NORTEK INC    700,000 13.500 100.000   06/15/97                 11/30/92  43,575 12/15/92
 61 690090AA3 OUTLET
              BROADCASTING
              INC           350,000 13.250 100.500   02/01/97                 11/30/92  15,458 02/01/93
 62 690768AX4 OWENS ILL
              INC         3,200,000  9.750  98.625 08/15/2004                 11/30/92  84,067 02/15/93
 63 692766AD0 P & C FOODS
              MKTS INC      500,000 13.750 107.000   10/11/98                 11/30/92   9,549 04/11/93 10/11/93 104.000
 64 692766AE8 P & C FOOD
              MKTS INC      400,000 11.500 104.250 10/15/2001                 11/30/92   5,878 04/15/93
 65 693147AC4 PA HOLDINGS
              CORP          500,000 13.750 107.500   07/15/99                 11/30/92  25,972 01/15/93 07/15/93 106.880
 66 693643AC2 PST HLDGS
              INC         2,500,000 13.125  96.000   06/01/97                 11/30/92 164,063 12/01/92
 67 707832AB7 PENN
              TRAFFIC CO    900,000 10.250  99.000 02/15/2002                 11/30/92  27,163 02/15/93
 68 707832AC5 PENN
              TRAFFIC
              CO  NEW       900,000 10.375  99.000 10/01/2004                 11/30/92  13,488 04/01/93
 69 727547AA9 PLASTIC
              CONTAINER
              INC           750,000 10.750 101.500 04/01/2001                 11/30/92  13,438 04/01/93
 70 744482BF6 PUBLIC SVC
              CO N H        458,000 15.230 128.751 07/01/2000                 11/30/92  29,064 01/01/93 07/01/95 115.650
 71 770685AA3 ROBIN MEDIA
              GROUP INC   2,600,000 11.125  91.500   04/01/97                 11/30/92  48,208 04/01/93
 72 775100AA8 ROGERS
            CABLESYSTEMS  1,150,000  9.625  99.500 08/01/2002                 11/30/92  35,973 02/01/93
 73 775100AB6 ROGERS
            CABLESYSTEMS  1,400,000 10.125  99.250 09/01/2012                 11/30/92  32,288 03/01/93
 74 775103AA2 ROGERS
              CANTEL
              MOBILE INC  1,850,000 10.750 104.000 11/01/2001                 11/30/92  16,573 05/01/93 11/01/96 103.000
 75 784628AA7 SPTC HLDG
              INC         2,900,000 12.125  95.000 10/01/2000                 11/30/92  58,604 04/01/93
 76 78462GAF8 SPI HLDG
              INC         1,296,000 11.500  92.250 12/01/2002                 11/30/92  74,520 12/01/92
 77 809388AA9 SCOTT CABLE
           COMMUNICATION
              INC         1,750,000 12.250  89.500 04/15/2001                 11/30/92  27,392 04/15/93
 78 818046AA2 SEVEN UP RC
              BOTTLING    1,400,000 11.500  99.750   08/01/99                 11/30/92  49,194 02/01/93
 79 827048AB5 SILGAN
              HLDGS INC   3,900,000         62.750 12/15/2002 12/15/96 13.250 11/30/92         12/15/92
 80 8595679B7 TELEX
           COMMUNICATIONS
              INC         1,000,000 14.500 103.000   06/01/99                 11/30/92  72,500 12/01/92
 81 861589AD1 STONE
              CONTAINER
              CORP        1,250,000 11.875 101.750   12/01/98                 11/30/92  74,219 12/01/92
 82 862133AA3 STORER
           COMMUNICATIONS
              INC           600,000 10.000  96.500 05/15/2003                 11/30/92   2,667 05/15/93
 83 868446AB1 SUPERMARKETS
              GEN HLDGS
              CORP        1,000,000 12.625 107.250 06/15/2002                 11/30/92  58,215 12/15/92
 84 872541AB3 TKR CABLE
              INC         1,700,000 10.500 105.750 10/31/2007                 11/30/92  10,908 04/30/93
 85 873118AD3 T W FOOD
              SERVICES
              INC           377,775 11.250 100.250 11/01/2004                 11/30/92   3,542 05/01/93
 86 873118AD5 TW SVCS
              INC           650,000 14.750 132.500   05/01/98                 11/30/92   7,990 05/01/93
 87 873118AE3 TW SVCS
              INC         1,500,000 10.875 101.500 12/01/2002                 11/30/92   6,344 06/01/93
 88 8807799A3 TEREX CORP
              NEW         1,400,000 13.000  90.000   08/01/96                 11/30/92  60,667 02/01/93
 89 893532AG6 TRANSCO
              ENERGY CO   3,000,000 11.250 105.250   07/01/99                 11/30/92 140,625 01/01/93 07/01/97 101.880
 90 8959099A9 TRIANGLE
              WIRE &
              CABLE INC     500,000 13.500  80.000 01/15/2002                 11/30/92  33,750 12/01/92
 91 909214AW8 UNISYS
              CORP        1,750,000 10.625  98.000   10/01/99                 11/30/92  30,990 04/01/93
 92 909214AX6 UNISYS
              CORP          850,000  8.250 108.250 08/01/2000                 11/30/92  23,375 02/01/93
 93 909214AY4 UNISYS
              CORP        1,000,000  9.750 100.000   09/15/96                 11/30/92  18,688 03/15/93
 94 930676AE1 WAINOCO
              OIL CO      1,250,000 12.000 100.500 08/01/2002                 11/30/92  42,917 02/01/93
 95 948774AA2 WEIRTON
              STL CORP    2,600,000 10.875  83.000   10/15/99                 11/30/92  36,129 04/15/93
 96 963142AG9 WHEELING
              PITTSBURG
              CORP          800,000 12.250  99.500 11/15/2000                 11/30/92   4,356 05/15/93
 97 978093AB8 WOLVERINE
              TUBE INC    1,500,000 10.125 101.250 09/01/2002                 11/30/92  37,547 03/01/93
                       -------------                                                -----------
                        132,311,955                                                  3,248,095
                       =============                                                ============
</TABLE>


<TABLE>
<CAPTION>
CONTINUED.. PORTFOLIO HOLDINGS  -  OUTPUT
==================================================================================================================
AS OF 11/30/92 (ADJUSTED FOR UNSETTLED TRADES)..CONTINUED
=========================================================
                                                              DAILY     MARKET VALUE            NO OF    GROSS
                                                              YIELD          AND                DAYS     INCOME
                                                             (360 DAY      ACCRUED       DAILY  IN BASE  FOR BASE
ROW CUSIP NO.            ISSUER                    YIELD      YEAR)         INCOME       INCOME PERIOD   PERIOD
- --- --------- ---------------------------------- ---------- ----------- -------------- --------- ---- -----------
 <S><C>       <C>                                 <C>        <C>         <C>           <C>        <C><C>
 A     B                   C                      O    P         Q             R           S      T         U
  0 002034AB2 ARA GROUP INC                        8.9495%   0.024860%     783,411.88    194.75   30    5,842.50
  1 006848AD7 ADELPHIA COMMUNICATIONS CORP        11.7511%   0.032642%   2,063,437.50    673.55   30   20,206.50
  2 016745AA9 ALLBRITTON COMMUNICATIONS CO        11.7372%   0.032603%   1,781,232.64    580.74   30   17,422.20
  3 027429AW9 AMERICAN MEDICAL INTL INC           11.0535%   0.030704%     568,625.00    174.59   30    5,237.70
  4 027429AY5 AMERICAN MED INTL INC               12.7839%   0.035511%     423,000.00    150.21   30    4,506.30
  5 029163AA0 AMERICAN RE CORP                    10.2614%   0.028504%   2,233,196.87    636.55   30   19,096.50
  6 029717AE5 AMERICAN STD INC                    13.8142%   0.038373%   2,838,750.00  1,089.30   30   32,679.00
  7 042170AH3 ARMCO INC                           11.2029%   0.031119%   1,072,833.85    333.86   30   10,015.80
  8 050297AA8 AUBURN HILLS TR                     12.8684%   0.035746%   2,168,203.14    775.04   30   23,251.20
  9 066229AA3 BANKERS LIFE HLDGS CO               12.9452%   0.035959%   1,316,827.78    473.52   30   14,205.60
 10 067774AA7 BARNES & NOBLES INC                 12.1172%   0.033659%     926,953.13    312.00   30    9,360.00
 11 073913AA3 BEATRICE FOODS INC                  11.4067%   0.031685%   1,529,500.00    484.63   30   14,538.90
 12 077852AA9 BELL & HOWELL GROUP INC             11.4758%   0.031877%     635,372.61    202.54   30    6,076.20
 13 088667AA8 BIBB CO DEL                         13.7376%   0.038160%   1,033,333.33    394.32   30   11,829.60
 14 131269AA0 CALMAR SPRAYING SYS INC             17.0573%   0.047381%     818,416.67    387.78   30   11,633.40
 15 161241AR5 CHARTER MEDICAL CORP                12.2855%   0.034126%     627,550.01    214.16   30    6,424.80
 16 194831AB9 COLLINS AND AIKMAN GROUP INC        15.9675%   0.044354%     694,750.00    308.15   30    9,244.50
 17 196879AB6 COLTEC INDS INC                      9.9031%   0.027509%     518,541.67    142.64   30    4,279.20
 18 196879AD2 COLTEC INDS INC                      9.4117%   0.026144%   1,792,838.54    468.71   30   14,061.30
 19 197648BU1 COLUMBIA GAS SYSTEMS   DEFAULT                 0.000000%   1,894,375.00      0.00   30        0.00
 20 197709AA6 COLUMBIA HOSP CORP                  11.0321%   0.030645%     915,468.75    280.54   30    8,416.20
 21 199904AA1 COMCAST CELLULAR                    10.2842%   0.028567%   2,219,500.00    634.05   30   19,021.50
 22 211177AE0 CONTINENTAL CABLEVISION INC         10.2770%   0.028547%   3,104,033.33    886.12   30   26,583.60
 23 211642AB9 CONTINENTAL MED SYS INC             11.0813%   0.030781%   1,426,483.33    439.09   30   13,172.70
 24 230208AB6 CULLUM COS INC                      15.2620%   0.042394%   1,790,000.00    758.86   30   22,765.80
 25 235529AB0 DALTON B CO                         11.8405%   0.032890%     724,750.00    238.37   30    7,151.10
 26 245279AC8 DEL NORTE FDG CORP     DEFAULT                 0.000000%     150,579.00      0.00   30        0.00
 27 256128AA7 DR PEPPER BOTTLING CO TEX            9.4131%   0.026147%     402,450.00    105.23   30    3,156.90
 28 256131AD5 DR PEPPER/SEVEN UP COS INC          11.0052%   0.030570%   2,104,375.00    643.31   30   19,299.30
 29 269612AA5 EAGLE INDS INC                      11.7723%   0.032701%   1,119,941.66    366.23   30   10,986.90
 30 283681AF1 EL PASO FNDG       DEFAULT                     0.000000%     313,188.50      0.00   30        0.00
 31 291525AB9 EMMIS BROADCASTING CORP             15.8697%   0.044083%   2,437,978.14  1,074.72   30   32,241.60
 32 29409KAA9 ENVIROSOURCE INC                    12.2710%   0.034086%   2,612,000.00    890.33   30   26,709.90
 33 307669AC5 FARM FRESH INC                      13.0073%   0.036131%   1,719,715.28    621.36   30   18,640.80
 34 315290AE6 FERRELLGAS INC                      10.9821%   0.030506%   1,476,365.62    450.38   30   13,511.40
 35 344126AA5 FOAMEX L.P.                         11.6443%   0.032345%   1,144,250.00    370.11   30   11,103.30
 36 344126AB3 FOAMEX L P/FOAMEX CAP CORP          12.2499%   0.034028%     796,666.67    271.09   30    8,132.70
 37 346091AE1 FOREST OIL CORP                     14.4982%   0.040273%     248,440.97    100.05   30    3,001.50
 38 347460AD9 FORT HOWARD CORP                    12.4903%   0.034695%   3,166,562.49  1,098.65   30   32,959.50
 39 368145AE8 GAYLORD CONTAINER CORP              13.6535%   0.037926%     512,513.66    194.38   30    5,831.40
 40 368145AF5 GAYLORD CONTAINER CORP              13.5704%   0.037696%     539,753.80    203.46   30    6,103.80
 41 369330AB1 GENERAL CHEM CORP                   10.0337%   0.027871%     562,083.34    156.66   30    4,699.80
 42 370064AL1 GENERAL HOST CORP                    6.8790%   0.019108%     823,916.67    157.44   30    4,723.20
 43 386532AD7 GRAND UN CO                         11.2862%   0.031351%   1,301,744.79    408.10   30   12,243.00
 44 420877AA0 HAYNES INTL INC                     15.5448%   0.043180%   1,814,025.00    783.30   30   23,499.00
 45 42221HAF4 HEALTHTRUST INC                      9.7911%   0.027198%   1,333,072.92    362.56   30   10,876.80
 46 42724GAA9 HERITAGE MEDIA SVCS                 10.5215%   0.029226%   2,696,458.35    788.07   30   23,642.10
 47 431691AA2 HILLS STORES CO   DEFAULT                      0.000000%     238,965.00      0.00   30        0.00
 48 45167RAC8 IDEX CORP                            9.4539%   0.026261%   1,038,416.67    272.70   30    8,181.00
 49 46624EAG3 JPS TEXTILE GROUP INC               11.5869%   0.032186%   2,070,750.00    666.49   30   19,994.70
 50 46624EAJ7 JPS TEXTILE GROUP INC               13.6331%   0.037870%     418,866.66    158.62   30    4,758.60
 51 540411AA3 LOEHMANNS HLDS INC                  13.5921%   0.037756%   2,195,520.83    828.93   30   24,867.90
 52 541535AA8 LOMAS FINANCIAL                     11.0893%   0.030803%     260,320.50     80.19   30    2,405.70
 53 559177AE0 MAGNA COPPER CO                     10.3666%   0.028796%     775,911.11    223.43   30    6,702.90
 54 570387AF7 MARK IV INDUSTRIES                   4.7578%   0.013216%     761,086.80    100.59   30    3,017.70
 55 586009AF9 MEMOREX TELEX CORP                  10.0000%   0.027778%     424,087.44    117.80   30    3,534.00
 56 597520AB1 MIDLAND FUNDG II                    11.8197%   0.032833%   2,169,258.71    712.22   30   21,366.60
 57 62945JAB2 NWA INC                                        0.000000%     545,526.26      0.00   30        0.00
 58 652478AC2 NEWS AMER HLDGS INC                  4.7518%   0.013199%     483,750.00     63.85   30    1,915.50
 59 652478AD0 NEWS AMER HLDGS INC                  9.1182%   0.025328%   1,314,782.99    333.01   30    9,990.30
 60 656559AK7 NORTEK INC                          13.4783%   0.037440%     743,575.00    278.39   30    8,351.70
 61 690090AA3 OUTLET BROADCASTING INC             13.0490%   0.036247%     367,208.33    133.10   30    3,993.00
 62 690768AX4 OWENS ILL INC                        9.9749%   0.027708%   3,240,066.67    897.76   30   26,932.80
 63 692766AD0 P & C FOODS MKTS INC                 9.5528%   0.026536%     544,548.61    144.50   30    4,335.00
 64 692766AE8 P & C FOOD MKTS INC                 10.7302%   0.029806%     422,877.78    126.04   30    3,781.20
 65 693147AC4 PA HOLDINGS CORP                    11.7008%   0.032502%     563,472.22    183.14   30    5,494.20
 66 693643AC2 PST HLDGS INC                       14.3494%   0.039859%   2,564,062.50  1,022.02   30   30,660.60
 67 707832AB7 PENN TRAFFIC CO                     10.4056%   0.028905%     918,162.50    265.39   30    7,961.70
 68 707832AC5 PENN TRAFFIC CO NEW                 10.5464%   0.029295%     904,487.50    264.97   30    7,949.10
 69 727547AA9 PLASTIC CONTAINER INC               10.4596%   0.029055%     774,687.50    225.08   30    6,752.40
 70 744482BF6 PUBLIC SVC CO N H                    8.1897%   0.022749%     618,741.67    140.76   30    4,222.80
 71 770685AA3 ROBIN MEDIA GROUP INC               13.7559%   0.038211%   2,427,208.33    927.45   30   27,823.50
 72 775100AA8 ROGERS CABLESYSTEMS                  9.7062%   0.026962%   1,180,223.44    318.21   30    9,546.30
 73 775100AB6 ROGERS CABLESYSTEMS                 10.2300%   0.028417%   1,421 787.50    404.03   30   12,120.90
 74 775103AA2 ROGERS CANTEL MOBILE INC            10.1109%   0.028086%   1,940,572.92    545.03   30   16,350.90
 75 784628AA7 SPTC HLDG INC                       13.1413%   0.036504%   2,813,604.17  1,027.07   30   30,812.10
 76 78462GAF8 SPI HLDG INC                        12.8945%   0.035818%   1,270,080.00    454.92   30   13,647.60
 77 809388AA9 SCOTT CABLE COMMUNICATION INC       14.4258%   0.040072%   1,593,642.36    638.60   30   19,158.00
 78 818046AA2 SEVEN UP RC BOTTLING                11.6018%   0.032227%   1,445,694.44    465.91   30   13,977.30
 79 827048AB5 SILGAN HLDGS INC                    13.4012%   0.037226%   2,447,250.00    911.00   30   27,330.00
 80 8595679B7 TELEX COMMUNICATIONS INC            13.7766%   0.038268%   1,102,500.00    421.91   30   12,657.30
 81 861589AD1 STONE CONTAINER CORP                11.4557%   0.031821%   1,346,093.75    428.35   30   12,850.50
 82 862133AA3 STORER COMMUNICATIONS INC           10.5530%   0.029314%     581,666.66    170.51   30    5,115.30
 83 868446AB1 SUPERMARKETS GEN HLDGS CORP         11.3506%   0.031530%   1,130,715.28    356.51   30   10,695.30
 84 872541AB3 TKR CABLE INC                        9.7849%   0.027180%   1,808,658.33    491.60   30   14,748.00
 85 873118AD3 T W FOOD SERVICES INC               11.2004%   0.031112%     382,261.08    118.93   30    3,567.90
 86 873118AD5 TW SVCS INC                          7.3546%   0.020429%     869,239.58    177.58   30    5,327.40
 87 873118AE3 TW SVCS INC                         10.5544%   0.029318%   1,528,843.75    448.22   30   13,446.60
 88 8807799A3 TEREX CORP NEW                      16.6921%   0.046367%   1,320,666.67    612.35   30   18,370.50
 89 893532AG6 TRANSCO ENERGY CO                   10.1042%   0.028067%   3,298,125.00    925.69   30   27,770.70
 90 8959099A9 TRIANGLE WIRE & CABLE INC           10.4733%   0.029093%     433,750.00    126.19   30    3,785.70
 91 909214AW8 UNISYS CORP                         11.0296%   0.030638%   1,745,989.58    534.93   30   16,047.90
 92 909214AX6 UNISYS CORP                          6.8407%   0.019002%     943,500.00    179.28   30    5,378.40
 93 909214AY4 UNISYS CORP                          9.7842%   0.027178%   1,018,687.50    276.86   30    8,305.80
 94 930676AE1 WAINOCO OIL CO                      11.9919%   0.033311%   1,299,166.66    432.76   30   12,982.80
 95 948774AA2 WEIRTON STL CORP                    14.8831%   0.041342%   2,194,129.17    907.10   30   27,213.00
 96 963142AG9 WHEELING PITTSBURG CORP             12.3381%   0.034272%     880,355.55    274.30   30    8,229.00
 97 978093AB8 WOLVERINE TUBE INC                   9.9122%   0.027534%   1,556,296.89    428.51   30   12,855.30
                                                                                                    --------------
                                                                                                     1,215,668.40
                                                                                                    --------------
 98
 99
100
101
102
103
104
105
106
107
</TABLE>

<TABLE>
<CAPTION>
PURCHASES SETTLING IN DECEMBER
==========================================
                                            PURCHASE MATURITY   1ST PMT  STEP  SETTLEMENT ACCRUED  INT PAY  CALL  CALL
ROW CUSIP NO.    ISSUER       PAR    COUPON   PRICE  DATE        DATE    COUPON   DATE   INTEREST    DATE   DATE  PRICE
- --- --------- ------------- -------- ------- ------- ----------- -----  ------- -------- --------- -------- ----  -----
 A      B          C           D        E       F         G        H       I       J         K        L      M      N
<S> <C>       <C>          <C>        <C>     <C>     <C>                       <C>        <C>     <C>
115 370064AL1 GENERAL HOST
              CORP           150,000   8.000  104.750 02/15/2002                12/01/92   3,533   02/15/93
116 465678AA8 ITHACA
              INDUSTRIES   1,150,000  11.125  100.000 12/15/2002                12/10/92           06/15/93
117 465678AA8 ITHACA
              INDUSTRIES     300,000  11.125  100.750 12/15/2002                12/10/92           06/15/93
118 527480AG2 LEVITZ
              FURNITURE    1,100,000  12.375  100.000   04/15/97                12/10/92           04/15/93
119 527480AG2 LEVITZ
              FURNITURE      350,000  12.375  100.750   04/15/97                12/11/92     120   04/15/93
120 465678AA8 ITHACA
              INDUSTRIES     250,000  11.125  100.750 12/15/2002                12/14/92     309   06/15/93
121 527480AG2 LEVITZ
              FURNITURE      450,000  12.375  100.500   04/15/97                12/14/92     619   04/15/93
122 749084AA7 QUORUM HEALTH
              GROUP        1,100,000  11.875  100.000 12/15/2002                12/15/92           06/15/93
123 45812CAA4 INTEGRATED
              HEALTH SV      375,000   6.000  100.000 01/01/2003                12/16/92           01/01/93
124 749084AA7 QUORUM HEALTH
              GROUP          400,000  11.875  101.125 12/15/2002                12/16/92     132   06/15/93
125 302051AB3 EXIDE CORP   1,100,000  10.750  100.000 12/15/2002                12/17/92           06/15/93
126 465856AA0 IVEX
              PACKAGING      800,000  12.500   99.299 12/15/2002                12/17/92           06/15/93
127 91528LAA3 UNIVISION
              TELEVISION   1,350,000  11.750  100.000 12/15/2000                12/17/92           06/15/93
128 066229AA3 BANKERS LIFE
              HLDGS C        500,000  13.000  101.500 11/01/2002                12/21/92   7,583   05/01/93
129 343172AB8 FLORIDA STL
              CORP         1,250,000  11.500  100.000 12/15/2000                12/21/92           06/15/93
130 457472AB4 INLAND STL
              INDS INC     2,000,000  12.750  100.000 12/15/2002                12/23/92           06/15/93
131 302051AB3 EXIDE CORP     500,000  10.750  101.000 12/15/2002                12/29/92   1,792   06/15/93
132 315290AE6 FERRELLGAS
              INC            750,000  11.625  103.750 12/15/2003                12/29/92   3,391   06/15/93
</TABLE>

<TABLE>
<CAPTION>
CONTINUED..PURCHASES SETTLING IN DECEMBER
=================================================
                                                   DAILY      MARKET VALUE           NO.      GROSS
                                                   YIELD          AND              OF DAYS   INCOME
                                                  (360 DAY      ACCRUED     DAILY  IN BASE   FOR BASE
ROW CUSIP NO.      ISSUER              YIELD         YEAR)       INCOME     INCOME  PERIOD    PERIOD
- --- --------- ---------------------  ---------   ----------- ------------- -------  ------  ----------
 A      B            C                O    P          Q             R         S       T          U
<S> <C>       <C>                     <C>         <C>         <C>           <C>       <C>   <C>
115 370064AL1 GENERAL HOST CORP        7.2779%    0.020216%     160,658.33   32.48    30       974.40
116 465678AA8 ITHACA INDUSTRIES       11.1005%    0.030835%   1,150,000.00  354.60    21     7,446.60
117 465678AA8 ITHACA INDUSTRIES       10.9753%    0.030487%     302,250.00   92.15    21     1,935.15
118 527480AG2 LEVITZ FURNITURE        12.9318%    0.035922%   1,100,000.00  395.14    21     8,297.94
119 527480AG2 LEVITZ FURNITURE        12.6997%    0.035277%     352,745.31  124.44    20     2,488.80
120 465678AA8 ITHACA INDUSTRIES       10.9741%    0.030484%     252,184.03   76.87    17     1,306.79
121 527480AG2 LEVITZ FURNITURE        12.7767%    0.035491%     452,868.75  160.73    17     2,732.41
122 749084AA7 QUORUM HEALTH GROUP     11.8750%    0.032986%   1,100,000.00  362.85    16     5,805.60
123 45812CAA4 INTEGRATED HEALTH SV     6.3740%    0.017705%     375,000.00   66.40    15       996.00
124 749084AA7 QUORUM HEALTH GROUP     11.6810%    0.032447%     404,631.94  131.29    15     1,969.35
125 302051AB3 EXIDE CORP              10.7594%    0.029887%   1,100,000.00  328.76    14     4,602.64
126 465856AA0 IVEX PACKAGING          12.6371%    0.035103%     794,392.00  278.86    14     3,904.04
127 91528LAA3 UNIVISION TELEVISION    11.7621%    0.032673%   1,350,000.00  441.08    14     6,175.12
128 066229AA3 BANKERS LIFE HLDGS C    12.7663%    0.035462%     515,083.33  182.66    10     1,826.60
129 343172AB8 FLORIDA STL CORP        11.5354%    0.032043%   1,250,000.00  400.53    10     4,005.30
130 457472AB4 INLAND STL INDS INC     12.7981%    0.035550%   2,000,000.00  711.01     8     5,688.08
131 302051AB3 EXIDE CORP              10.5917%    0.029422%     506,791.67  149.11     2       298.22
132 315290AE6 FERRELLGAS INC          11.0238%    0.030622%     781,515.63  239.31     2       478.62
                                                                                           -----------
                                                                                            60,931.66
                                                                                           -----------
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
141
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
</TABLE>

<TABLE>
<CAPTION>
SALES SETTLING IN DECEMBER
===================================================
                                            SALE    MATURITY 1st PMT STEP  SETTLEMENT ACCRUED INT PAY  CALL   CALL
ROW CUSIP NO.   ISSUER       PAR   COUPON   PRICE     DATE     DATE  COUPON   DATE   INTEREST  DATE    DATE  PRICE
- --- --------- ----------- -------- ------- -------- ---------- ---- ------ --------- -------- -------- ----  -----
 A      B          C          D      E        F         G       H      I        J        K       L      M      N
<S> <C>                    <C>     <C>     <C>      <C>                    <C>       <C>     <C>
177 344126AB3 FOAMEX L P
              /FOAMEX CA   350,000 11.875   98.000  10/01/2004             12/02/92   5,542  04/01/93
178 541535AA8 LOMAS FINL
              CORP         297,000  9.000   86.875  10/31/2003             12/02/92   2,302  04/30/93
179 8807799A3 TEREX CORP
              NEW          250,000 13.000   90.000    08/01/96             12/04/92  10,833  02/01/93
180 693643AC2 PST HOLDGS
              INC          300,000 13.125   96.000    06/01/97             12/09/92  19,688  12/01/92
181 211642AB9 CONTINENTAL
              MED SYS       50,000 10.875   98.750  08/15/2002             12/14/92   1,571  02/15/93
182 235529AB0 DALTON
              B CO         650,000 13.500  107.000    02/01/99             12/16/92  29,250  02/01/93
183 45812CAA4 INTEGRATED
              HEALTH SV    375,000  6.000  100.000  01/01/2003             12/16/92          01/01/93

184 873118AD5 TW SVCS INC  650,000 14.750  132.500    05/01/98             12/16/92   7,990  05/01/93
185 963142AG9 WHEELING
              PITTSBURG C  800,000 12.250   99.500  11/15/2000             12/16/92   4,356  05/15/93
186 8807799A3 TEREX CORP
              NEW          900,000 13.000   90.000    08/01/96             12/17/92  39,000  02/01/93
</TABLE>

<TABLE>
<CAPTION>
CONTINUED..SALES SETTLING IN DECEMBER
==================================================
                                                    DAILY   MARKET VALUE              NO.    GROSS
                                                    YIELD       AND                 OF DAYS  INCOME
                                                   (360 DAY   ACCRUED      DAILY    IN BASE  FOR BASE
ROW CUSIP NO.       ISSUER               YIELD       YEAR)     INCOME      INCOME   PERIOD   PERIOD     
- --- --------- --------------------     --------  ----------- ------------ ---------  ----- -----------
 A       B            C                O    P         Q           R           S       T         U
<S> <C>       <C>                      <C>        <C>         <C>           <C>      <C>   <C>
177 344126AB3 FOAMEX L P/FOAMEX CA     12.2499%   0.034028%   348,541.67    118.60   -29    (3,439.40)
178 541535AA8 LOMAS FINL CORP          11.0893%   0.030803%   260,320.50     80.19   -29    (2,325.51)
179 8807799A3 TEREX CORP  NEW          16.6921%   0.046367%   235,833.33    109.35   -27    (2,952.45)
180 693643AC2 PST HOLDGS INC           14.3494%   0.039859%   307,687.50    122.64   -22    (2,698.08)
181 211642AB9 CONTINENTAL MED SYS      11.0813%   0.030781%    50,945.83     15.68   -17      (266.56)
182 235529AB0 DALTON B CO              11.8405%   0.032890%   724,750.00    238.37   -15    (3,575.55)
183 45812CAA4 INTEGRATED HEALTH SV      6.3740%   0.017705%   375,000.00     66.40   -15      (996.00)
184 873118AD5 TW SVCS INC               7.3546%   0.020429%   869,239.58    177.58   -15    (2,663.70)
185 963142AG9 WHEELING PITTSBURG C     12.3381%   0.034272%   800,355.55    274.30   -15    (4,114.50)
186 8807799A3 TEREX CORP  NEW          16.6921%   0.046367%   849,000.00    393.66   -14    (5,511.24)
                                                                                          ------------
                                                                                           (28,542.99)
                                                                                          ------------
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
203
204
205
206
207
208
209
210
211
212
213
214
215
216
217
218
219
220
221
222
223
224
225
226
227
228
229
230
231
232
233
234
235
236
237
238
239
240
241
242
243
244
245
246
247
248
249
250
251
                                                                                       ---------------
                           Total Gross Income Earned from Corporate Obligations
                           Computed on a Yield to Maturity or Yield to Call Basis....... 1,248,057.07
                                                                                       ===============
</TABLE>
<TABLE>
<CAPTION>
                                   LBVIP SERIES FUND, INC. - INCOME PORTFOLIO
                                         STANDARDIZED YIELD CALCULATION
                                                AS OF 31-DEC-92
======================================================================================================================
                                                                                   LBVIP Variable Annuity Account I
                                                              LBVIP - Income Port.           Income Subaccount
                                                              -------------------- --------------------------------
                                                                                    % of o/s  
Gross Income Earned During Base Period:                           Amount     Yield   shares      Amount     Yield
- --------------------------------------                        ------------  ------  -------- ------------ ----------
<S>                                                             <C>          <C>     <C>      <C>          <C>
From Corporate Obligations:
     Computed on a Yield to Maturity or Yield to Call Basis.... $1,237,481   6.21%   97.639%  $1,208,259    6.06%

From Mortgage-Backed Obligations:
     Book Income & Amortization for Past 30 Days...............    271,893   1.36%   97.639%     265,473    1.33%
     Gain/Loss on Paydowns.....................................    (16,998) -0.09%   97.639%     (16,597)  -0.08%

From Common & Preferred Stock..................................      3,966   0.02%   97.639%       3,872    0.02%

From Short-Term Securities:
     Book Income adjusted to reflect a 30-day base period......     57,825   0.29%   97.639%      56,460    0.28%
                                                               ------------ --------         ------------ ----------
TOTAL GROSS INCOME............................................. $1,554,167   7.79%            $1,517,467    7.61%
                                                               ============ ========         ============ ==========

Investment advisory fee accrued during base period.............    $80,459   0.40%   97.639%      78,559    0.39%
                                                               ============ ========         ============ ==========

Mortality and expense risk charges at the subaccount Level.....        NA                        217,169    1.09%
                                                               ============ ========         ============ ==========

Average daily number of shares/units outstanding
     during the base period (Schedule 2)......................  24,602,501                    15,682,993
                                                               ============                  ============

Maximum public offering price per share/unit
     on the last day of the base period (Schedule 2)..........        9.87                     15.434223
                                                               ============                  ============

Standardized Yield.............................................       7.39%(a)                    6.13%(b)
                                                               ============                  ============

Footnotes:
==========
(a)  Current yield is computed using the following formula:

                                                                      6
  2[ [             (Gross Income - Advisory Fee)               +1 ]         -1 ]   X  100
         ---------------------------------------------------
   [ [     (Average Daily shares x Maximum Offering Price)        ]            ]


(b)  Current yield is computed using the following formula:

                                                                      6
  2[ [         (Gross Income - Advisory Fee - M&E Charge)       +1 ]        -1 ]   X  100
          --------------------------------------------------
   [ [      (Average Daily Units x Maximum Offering Price)         ]           ]



Preparer:     /s/Jane I Sholtz
           -----------------------

Reviewer:    /s/Rand Mattsson
           -----------------------
</TABLE>

<PAGE>

                   LBVIP Series Fund - Income Portfolio
               Calculation of Average Shares Outstanding for
              Each Separate Account for Purposes of Computing
              SEC Yields for the month end     31-Dec-92

Shares outstanding for purposes of allocating daily income:
- ----------------------------------------------------------------------------
         DATE           VUL         SPVL          VA             TOTAL
- ------------------- ----------- ------------ --------------- ---------------
          12/01/92  498,154.650  68,115.889  23,220,919.688  23,787,190.227
          12/02/92  500,366.298  68,129.190  23,317,337.261  23,885,832.749
          12/03/92  501,397.287  68,142.293  23,372,318.541  23,941,858.121
          12/04/92  501,444.711  68,155.431  23,391,942.066  23,961,542.208
          12/07/92  501,786.075  68,168.529  23,449,327.169  24,019,281.773
          12/08/92  501,488.111  69,342.218  23,495,572.080  24,066,402.409
          12/09/92  502,370.719  69,355.547  23,618,658.579  24,190,384.845
          12/10/92  503,774.773  69,368.801  23,669,132.953  24,242,276.527
          12/11/92  506,489.395  69,382.066  23,753,230.267  24,329,101.728
          12/14/92  507,380.432  69,395.312  23,846,705.192  24,423,480.936
          12/15/92  508,772.064  69,434.796  23,955,364.547  24,533,571.407
          12/16/92  510,241.637  69,447.526  24,044,245.294  24,623,934.457
          12/17/92  517,063.694  69,460.652  24,123,347.222  24,709,871.568
          12/18/92  518,414.606  69,473.851  24,218,553.396  24,806,441.853
          12/21/92  514,888.872  69,486.910  24,261,968.999  24,846,344.781
          12/22/92  515,099.647  69,529.920  24,298,017.889  24,882,647.456
          12/23/92  516,586.519  69,542.782  24,401,205.836  24,987,335.137
          12/28/92  518,093.696  69,556.070  24,487,168.218  25,074,817.984
          12/29/92  515,636.963  69,492.187  24,553,160.953  25,138,290.103
          12/30/92  523,842.732  69,500.355  24,635,609.340  25,228,952.427
          12/31/92  526,597.357  69,513.730  24,752,807.301  25,348,918.388
                                                                      0.000
                                                                      0.000
Average shares
outstanding.........509,994.773  69,142.574  23,946,028.228  24,525,165.575
                    ============ ========== ================ ==============

Average shares as a
percentage of total
shares..............      2.079%      0.282%         97.639%        100.000%
                    ============ ========== ================ ==============


                 LBVIP Series Fund, Inc. - Income Portfolio
   Income Earned from Common and Preferred Stocks during December, 1992
             for purposes of computing SEC Standardized Yield

                                              DAILY         
                                     ANNUAL  DIVIDEND          # OF   GROSS
                                    DIVIDEND RATE PER          DAYS   INCOME
                                      RATE    SHARE             IN     FOR
                        EQUITY SHARES  PER   (360 DAY  DAILY   BASE    BASE
CUSIP     ISSUE          TYPE  OWNED  SHARE   YEAR)   INCOME  PERIOD  PERIOD
- --------- -------------- ----- ------ ----- -------- -------  ------ -------
          CASH DIVIDEND SECURITIES:
370442873 General Motors  P/S  5,000   3.25   0.0090   45.14   30   1,354.17
370442873 General Motors  P/S  2,500   3.25   0.0090   22.57    2      45.14

843444308 Southern
          National Corp.  P/S 17,500   1.76   0.0049   85.56   30   2,566.67
                                                                   ---------
                 Gross Income from Common and Preferred stocks      3,965.97
                                                                   =========

# Use 4 days in October.
* Use 6 days in October.



<PAGE>
<TABLE>
<CAPTION>
                                                 LBVIP INCOME PORTFOLIO
                                          BOOK INCOME AND EXPENSES BY MONTH
                                       FOR FISCAL YEAR ENDING         12/31/92
======================================================================================================================
                        MONTHLY INCOME
                -----------------------------
                                                  AMORT.     AMORT.                    TOTAL
               L-T          S-T      DIVIDEND       OF         OF        OTHER         GROSS
  MONTH     INTEREST     INTEREST     INCOME     DISCOUNT   PREMIUM      INCOME        INCOME
- --------   ----------   ----------  ---------- ----------- ---------   ---------    -----------
                                                                                    -----------
  <S>     <C>            <C>          <C>        <C>        <C>          <C>        <C>
  Jan-92     631,102      38,601      (6,250)     34,845     12,622       2,721        688,397

  Feb-92     635,605      39,090           0      32,264     13,045      21,438        715,352

  Mar-92     812,540      32,284      22,563      45,145     19,059     (20,191)       873,280

  Apr-92     816,951      37,617      11,015      39,523     21,008      32,537        916,635

  May-92     822,198      56,346          (0)     30,932     17,787       1,097        892,786

  Jun-92   1,020,881      69,121      30,625      26,873     29,921       1,831      1,119,410

  Jul-92   1,059,053      57,708       7,383      24,197     40,179       2,067      1,110,229

  Aug-92   1,139,002      53,542           0      29,082     39,413       1,731      1,183,943

  Sep-92   1,216,682      48,634      17,344      35,594     44,638       2,116      1,275,731

  Oct-92   1,212,824      65,823       7,383      38,169     40,639       2,022      1,285,582

  Nov-92   1,422,281      62,518           0      37,859     41,060       1,623      1,483,221

  Dec-92   1,482,032      59,753       4,063      36,302     42,557       2,609      1,542,201
- --------  -----------  ------------  ---------  ---------- -----------  ---------  -------------
(Y-T-D)
TOTALS    12,271,150     621,037      94,124     410,784    361,927      51,600     13,086,769
========  ===========  ============  =========  ========== ===========  ==========  =============
</TABLE>

<TABLE>
CONTINUED......                  LBVIP INCOME PORTFOLIO
                            BOOK INCOME AND EXPENSES BY MONTH
                     FOR FISCAL YEAR ENDING   12/31/92.....CONTINUED
===================================================================================================================
                                   MONTHLY EXPENSES
                            -------------------------------
              ADVISORY              NET             OTHER        TOTAL         TOTAL NET
                FEE      FEE      ADVISORY         ACCRUED        NET          INVESTMENT
  MONTH       EXPENSE  WAIVER       FEE     TAXES  EXPENSES     EXPENSES         INCOME
- ---------  ----------- -------  ---------- ------ ---------  -----------      ------------
                                                             -----------      ------------
  <S>        <C>          <C>    <C>          <C>     <C>      <C>            <C>
  Jan-92      34,739      0       34,739      0       0         34,739           653,658

  Feb-92      33,972      0       33,972      0       0         33,972           681,380

  Mar-92      42,790      0       42,790      0       0         42,790           830,490

  Apr-92      43,974      0       43,974      0       0         43,974           872,661

  May-92      46,836      0       46,836      0       0         46,836           845,950

  Jun-92      55,793      0       55,793      0       0         55,793         1,063,617

  Jul-92      59,004      0       59,004      0       0         59,004         1,051,225

  Aug-92      64,301      0       64,301      0       0         64,301         1,119,642

  Sep-92      67,011      0       67,011      0       0         67,011         1,208,720

  Oct-92      70,828      0       70,828      0       0         70,828         1,214,754

  Nov-92      77,900      0       77,900      0       0         77,900         1,405,321

  Dec-92      83,141      0       83,141      0       0         83,141         1,459,060
- ---------- ----------- -------  ---------- ------- -------  -------------   --------------
(Y-T-D)
TOTALS       680,289      0      680,289      0       0        680,289        12,406,480
========== =========== =======  ========== ======= ========  ============   ==============
</TABLE>


<TABLE>
<CAPTION>
                                 LBVIP SERIES FUND - INCOME PORTFOLIO
                                PORTFOLIO SECURITY TRANSACTION JOURNAL
                                         12/1/92 - 12/31/92

TRAN     PAR                                                       ENTRY  TRADE    SETTLE
CODE    VALUE   NAME                                               DATE   DATE      DATE      PRICE
- ----  --------  -----                                             ------  -------  -------   -------
<C>    <C>      <C>                       <C>          <C>        <C>      <C>      <C>      <C>
SALE    26,890  FED HM LN PC C00152       8.0000000%   20220501   92.214   921201   921215   100.000
SALE    43,286  FED HM LN PC # 17022      8.0000000%   20170401   921214   921201   930115   100.000
SALE       798  FED HM LN PC # 29837      8.0000000%   20170801   921214   921201   930115   100.000
SALE       576  FED HM LN PC D23288       8.0000000%   20220901   921214   921201   921215   100.000
SALE       659  FED HM LN PC D23550       8.0000000%   20220901   921214   921201   921215   100.000
SALE     1,059  FED HM LN PC D23661       8.0000000%   20220901   921214   921201   921215   100.000
SALE     1,482  FED HM LN PC D23741       8.0000000%   20220801   921214   921201   921215   100.000
SALE     8,807  GNMA POOL # 158225        9.5000000%   20160515   921215   921201   921215   100.000
SALE    68,889  GNMA POOL # 182919        9.0000000%   20170215   921215   921201   921215   100.000
SALE       791  GNMA POOL # 187288        9.5000000%   20161115   921215   921201   921215   100.000
SALE    60,595  GNMA POOL # 231281        9.5000000%   20181115   921215   921201   921215   100.000
SALE       857  GNMA POOL # 250306        9.5000000%   20181115   921215   921201   921215   100.000
SALE   107,107  GNMA POOL # 284421        9.5000000%   20200215   921215   921201   921215   100.000
SALE    28,129  GNMA # 286074             9.5000000%   20200515   921215   921201   921215   100.000
SALE    27,453  GNMA POOL # 288709        9.5000000%   20200515   921215   921201   921215   100.000
SALE    39,811  GNMA POOL # 291141        9.5000000%   20200515   921215   921201   921215   100.000
SALE    22,933  GNMA POOL 315074          9.0000000%   20211115   921215   921201   921215   100.000
SALE       754  GNMA POOL 325502          9.5000000%   20220315   921215   921201   921215   100.000
SALE    73,771  GNMA POOL 327453          8.0000000%   20220815   921215   921201   921215   100.000
SALE   309,945  PREMIER AUTO TR           4.5500000%   19980315   921216   921215   921215   100.000
SALE   257,460  PREMIER AUTO TR           4.5500000%   19980315   921222   921215   921215   100.000
SALE   122,072  SPNB HOME EQUITY LN       7.8500000%   19980515   921223   921215   921215   100.000
</TABLE>

<TABLE>
<CAPTION>
CONTINUED..                                  LBVIP SERIES FUND - INCOME PORTFOLIO
                                            PORTFOLIO SECURITY TRANSACTION JOURNAL
                                               12/1/92 - 12/31/92.....CONTINUED

     TRAN              PAR                          TOTAL                    IDENTIFIED       S-T       L-T
     CODE             VALUE  NAME                  PROCEEDS     INTEREST        COST       GAIN/LOSS  GAIN/LOSS  BROKER
     ----            ------- -----                ------------  ---------- -------------  ----------- ----------  ------
     <S>             <C>      <C>                <C>            <C>         <C>            <C>          <C>
     SALE             26,890  FED HM LN PC C00152   40,093.68    13203.43      26,638.15       252.10        .00  PRINC:
     SALE             43,286  FED HM LN PC # 17022  49,971.61     6885.46      41,514.31          .00   1,772.04  PRINC:
     SALE                798  FED HM LN PC # 29837   6,170.01     5371.38         765.36          .00      32.67  PRINC:
     SALE                576  FED HM LN PC D23288    6,523.95     5947.84         602.03       -25.92        .00  PRINC:
     SALE                659  FED HM LN PC D23550    7,443.49     6784.40         688.75       -29.66        .00  PRINC:
     SALE              1,059  FED HM LN PC D23661    7,822.83     6763.42       1,107.08       -47.67        .00  PRINC:
     SALE              1,482  FED HM LN PC D23741    8,237.99     6756.28       1,548.39       -66.68        .00  PRINC:
     SALE              8,807  GNMA POOL # 158225    12,401.26     3594.11       9,544.75      -737.60        .00  PRINC:
     SALE             68,889  GNMA POOL # 182919    90,433.47    21544.97      73,667.64    -4,779.14        .00  PRINC:
     SALE                791  GNMA POOL # 187288     8,010.37     7219.09         857.55       -66.27        .00  PRINC:
     SALE             60,595  GNMA POOL # 231281    68,045.70     7450.68      65,669.85    -5,074.83        .00  PRINC:
     SALE                857  GNMA POOL # 250306     7,618.88     6761.81         928.85       -71.78        .00  PRINC:
     SALE            107,107  GNMA POOL # 284421   112,365.74     5259.13     106,771.90          .00     334.71  PRINC:
     SALE             28,129  GNMA # 286074         34,920.57     6791.78      27,742.02          .00     386.77  PRINC:
     SALE             27,453  GNMA POOL # 288709    34,112.47     6659.26      29,675.20    -2,221.99        .00  PRINC:
     SALE             39,811  GNMA POOL # 291141    46,744.58     6933.19      43,033.62    -3,222.23        .00  PRINC:
     SALE             22,933  GNMA POOL 315074      34,398.48    11465.23      24,201.75    -1,268.50        .00  PRINC:
     SALE                754  GNMA POOL 325502       8,127.20     7372.93         817.44       -63.17        .00  PRINC:
     SALE             73,771  GNMA POOL 327453      94,263.51    20492.71      77,828.19    -4,057.39        .00  PRINC:
     SALE            309,945  PREMIER AUTO TR      309,944.87         .00     309,231.38       713.49        .00  PRINC:
     SALE            257,460  PREMIER AUTO TR      257,459.88         .00     254,597.57     2,862.31        .00  PRINC:
     SALE            122,072  SPNB HOME EQUITY LN  122,072.15         .00     123,691.51    -1,722.36     103.00  PRINC:

TERM L-T           1,204,125                     1,367,182.89   163057.70   1,221,123.29   -19,627.29   2,629.19

TRANSACTION SALE   1,204,125                     1,367,182.89   163057.70   1,221,123.29   -19,627.29   2,629.19


                   1,204,125                     1,367,182.89   163057.70   1,221,123.29   -19,627.29   2,629.19
</TABLE>

<TABLE>
<CAPTION>
SCHEDULE OF BOOK INCOME ON MORTGAGE-BACKED SECURITIES FOR   Dec-92
                                                                    # OF DAYS  BOOK INCOME
                                                                      HELD IN    EARNED
                                                            MATURITY    BASE     DURING
CUSIP NO.           ISSUER                 PAR     COUPON     DATE     PERIOD    DEC-92
- ---------  ------------------------   -----------  ------  ----------  ------  --------
           GNMA
           ------------------------
<S>        <S>                         <C>           <C>    <C>          <C>   <C>
362159VS1  GNMA POOL # 158225           445185.82    9.5    20160515     30      3,524
362164DY8  GNMA POOL # 182919          2803773.94      9    20170215     30     21,028
3621696Z2  GNMA POOL # 187288            911093.8    9.5    20161115     30      7,213
36218S2N9  GNMA POOL # 231281           880543.22    9.5    20181115     30      6,971
36219JAF6  GNMA POOL # 250306           853266.22    9.5    20181115     30      6,755
36220P4E9  GNMA POOL # 284421           557204.77    9.5    20200215     30      4,411
36220RXB9  GNMA POOL # 286074            829780.8    9.5    20200615     30      6,569
3622OUVA6  GNMA POOL # 288709           813716.99    9.5    20200515     30      6,442
36220XLW3  GNMA POOL # 291141           835959.38    9.5    20200515     30      6,618
36223Q6K8  GNMA POOL 315074            1505763.53      9    20211115     30     11,293
36224DRX5  GNMA POOL 325502             930563.35    9.5    20220315     30      7,367
36224FWN6  GNMA POOL 327453            2819317.71    8.5    20220815     30     19,970
                                                                          0          0
                                                                          0          0
                                                                            -----------
SUBTOTAL FOR GNMA MORTGAGE-BACKED SECURITIES...............................    108,162
                                                                            -----------

           FHLMC
           ---------------------------
31292GEZ5  FED HM LN PC C00152         1953623.57      8    20220501     30     13,024
313401XQ9  FED HM LN PC # 170220        959532.93      8    20170401     30      6,397
313448JP8  FED HM LN PC # 298370        804998.86      8    20170801     30      5,367
3139595K0  FED HM LN PC D23550         1017000.92      8    20220901     30      6,780
313959UM8  FED HM LN PC D23288          891600.43      8    20220901     30      5,944
313960B62  FED HM LN PC D23661         1013453.88      8    20220901     30      6,756
313960EN2  FED HM LN PC D23741          1011960.1      8    20220801     30      6,746
                                                                           ------------
SUBTOTAL FOR FHLMC SECURITIES..............................................     51,014
                                                                           ------------
  SUBTOTAL OF BOOK INCOME FROM GNMA & FHLMC SECURITIES FOR    Dec-92           159,177
                                                                           ------------

31362SZR9  FNMA POOL 707752            4432390.84       9    20011201     8      8,865
31362TZ55  FNMA POOL 070964            2021020.32       9    20061101     8      4,042
                                                                           ------------
SUBTOTAL FOR FNMA MORTGAGE-BACKED SECURITIES...............................     12,907
                                                                           ------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                  # OF DAYS
                                                                                                   HELD IN
                                                                                          DISCOUNT   BASE
           CMO                                                                             FACTOR   PERIOD  AMORTIZATION
           ------------------------------                                                 -------- -------- ------------
<S>        <C>                           <C>         <C>      <C>        <C>    <C>       <C>         <C>    <C>
194196KD2  COLLATERALIZED MTG SECS CORP   500000     9.25     20200720   30      3,854       2.87     30         86
194196KD2  COLLATERALIZED MTG SECS CORP   500000     9.25     20200720   30      3,854       2.73     30         82
312906SR2  FEDERAL HOME LN MTG CORP      1000000        8     20170915   30      6,667      13.93     30        418
312907Z76  FEDERAL HOME LN MTG CORP      3000000        7     20150215    8      4,667      17.18      8        137
31358E6Y3  FEDERAL NATL MTG ASSN         1000000     8.95     20190925   30      7,458       1.57     30         47
31358F5B1  FEDERAL NATL MTG ASSN GTD     1000000     8.25     20171025   30      6,875       9.17     30        275
31358NUH3  FEDERAL NATL MTG ASSN         3000000      7.5     20110625   24     15,000    (111.80)    24     (2,683)
31358NUH3  FEDERAL NATL MTG ASSN         3000000      7.5     20110625    6      3,750    (114.64)     6       (688)
313602E59  FEDERAL NATL MTG ASSN         3382000     8.75     20140225   30     24,660    (143.36)    30     (4,301)
55291DAC7  ML TR XXXVI                   1000000     9.55     20150801   30      7,958     (33.00)    30       (990)
902617AF6  UBS MTG TR                    1500000        9     20201018   30     11,250     (33.27)    30       (998)
                                                                              ----------                 -----------
SUBTOTAL FOR CMO SECURITIES...................................................  95,994                       (8,614)
                                                                              ----------                 -----------


78462JAB1  SPNB HOME EQUITY LN
              ASSET BKD                  1900096.9   7.85     19980515   30     12,430
                                                                              ----------
                                                                                12,430
                                                                              ----------

TOTAL BOOK INCOME AND AMORTIZATION FROM MORTGAGE-BACKED SECURITIES             271,893
                                                                               ---------
                                                                               ---------

MONTHLY CHANGE IN BALANCE FOR INTEREST INCOME FROM MORTGAGE-BACKED
SECURITIES
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
CHANGE IN GENERAL LEDGER ACCOUNT NUMBER 932400
                         BALANCE AS OF   12/31/92                            1,057,694
                         BALANCE AS OF   11/30/92                              898,517
                         CLOSING ENTRY
                                                                            ------------
                                           CALCULATED CHANGE                   159,177
                                           TOTAL FROM ABOVE                   (159,177)
                                                                            ------------
                                           DIFFERENCE                                0
                                                                            ------------
                                                                            ------------

</TABLE>
<PAGE>

SCHEDULE  3

LBVIP  -  INCOME                         DECEMBER  1992
- ----------------------------------------------------------------------------
                                    DAILY                    CUMULATIVE
                                     O/S                        O/S
     DATE       DAY                 SHARES                     SHARES
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
      DEC   1   TUE               23,791,835                  23,791,835
            2   WED               23,890,426                  47,682,261
            3   THU               23,946,474                  71,628,735
            4   FRI               23,966,147                  95,594,882
            5   SAT               24,033,058                 119,627,941
            6   SUN               24,033,058                 143,660,999
            7   MON               24,033,058                 167,694,058
            8   TUE               24,071,028                 191,765,086
            9   WED               24,195,008                 215,960,094
           10   THU               24,246,912                 240,207,006
           11   FRI               24,333,747                 264,540,753
           12   SAT               24,437,377                 288,978,130
           13   SUN               24,437,377                 313,415,507
           14   MON               24,437,377                 337,852,884
           15   TUE               24,538,069                 362,390,954
           16   WED               24,628,588                 387,019,542
           17   THU               24,714,567                 411,734 109
           18   FRI               24,811,105                 436,545,214
           19   SAT               24,860,365                 461,405,579
           20   SUN               24,860,365                 486,265,944
           21   MON               24,860,365                 511,126,309
           22   TUE               24,887,250                 536,013,559
           23   WED               24,992,110                 561,005,669
           24   THU               25,099,137                 586,104,806
           25   FRI               25,099,137                 611,203,943
           26   SAT               25,099,137                 636,303,081
           27   SUN               25,099,137                 661,402,218
           28   MON               25,099,137                 686,501,355
           29   TUE               25,141,245                 711,642,600
           30   WED               25,233,808                 736,876,408
      DEC  31   THU               25,801,109                 762,677,517

AVERAGE OUTSTANDING               24,602,501


               VARIABLE ANNUITY-INCOME (DECEMBER 1992)
            ---------------------------------------------
                                   DAILY              CUMULATIVE
                                 OUTSTANDING          OUTSTANDING
     DATE            DAY           SHARES               SHARES
- ------------------ -------   ----------------- -----------------------
- ------------------ -------   ----------------- -----------------------
   DECEMBER      1   TUE     15,233,626.998735    15,233,626.998735
                 2   WED     15,266,671.580947    30,500,298.579682
                 3   THU     15,276,576.033121    45,776,874.612803
                 4   FRI     15,311,253.035927    61,088,127.648730
                 5   SAT     15,332,703.006322    76,420,830.655052
                 6   SUN     15,332,703.006322    91,753,533.661374
                 7   MON     15,332,703.006322   107,086,236.667696
                 8   TUE     15,410,185.460502   122,496,422.128198
                 9   WED     15,440,197.989256   137,936,620.117454
                10   THU     15,492,110.961696   153,428,731.079150
                11   FRI     15,550,100.734051   168,978,831.813201
                12   SAT     15,612,125.443664   184,590,957.256865
                13   SUN     15,612,125.443664   200,203,082.700529
                14   MON     15,612,125.443664   215,815,208.144193
                15   TUE     15,667,335.715855   231,482,543,860048
                16   WED     15,715,988.821853   247,198,532.681901
                17   THU     15,775,110.320462   262,973,643.002363
                18   FRI     15,800,487.833003   278,774,130.835366
                19   SAT     15,815,085.234278   294,589,216.069644
                20   SUN     15,815,085.234278   310,404,301.303922
                21   MON     15,815,085.234278   326,219,386.538200
                22   TUE     15,879,423.557026   342,098,810.095226
                23   WED     15,932,354.570556   358,031,164.665782
                24   THU     15,973,518.799951   374,004,683.465733
                25   FRI     15,973,518.799951   389,978,202.265684
                26   SAT     15,973,518.799951   405,951,721.065635
                27   SUN     15,973,518.799951   421,925,239.865586
                28   MON     15,973,518.799951   437,898,758.665537
                29   TUE     16,025,330.408727   453,924,089.074264
                30   WED     16,097,222.188901   470,021,311.263165
                31   THU     16,151,472.679198   486,172,783.942363

AVERAGE OUTSTANDING:         15,682,993.030399

      M & E Charges:                224,408.15

        Unit Values:                 15.434223


Prepared by:  Jill Eriksen - Controllers
Date Prepared:    01/04/93


<PAGE>

LBVIP SERIES FUND, INC.  -  INCOME PORTFOLIO      STANDARD YIELD CALCULATION

<TABLE>
INPUT AREA - PORTFOLIO HOLDINGS
=======================================================================================================================
AS OF 11/30/92 (ADJUSTED FOR UNSETTLED TRADES)
===================================================================
                                                                   1ST
                                                         MATURITY  PMT  STEP  VALUATION ACCRUED INT PAY   CALL    CALL
ROW CUSIP NO.      ISSUER          PAR    COUPON  PRICE    DATE    DATE COUPON  DATE    INTEREST  DATE    DATE    PRICE
- --- --------- ----------------- --------  ------ ------- -------- ----- ------ -------- -------- ------ -------- -------
 A     B             C              D       E       F       G       H     I       J       K        L       M        N
  <S>         <C>             <C>         <C>    <C>     <C>             <C>  <C>    <C>       <C>      <C>      <C>
  0 002034AB2 ARA GROUP INC     3,500,000 12.000 110.375 04/15/2000           11/30/92  54,030 04/15/93 04/15/95 105.000
  1 02378FAB2 AMERICAN AIRLINES 2,000,000  9.070  95.790 03/11/2016           11/30/92  34,768 03/11/93
  2 025818BA2 AMERICAN EXPRESS
              CR                1,000,000  9.450 108.207   02/15/96           11/30/92  27,825 02/15/93
  3 029717AD7 AMERICAN STD INC  3,000,000 12.875 102.750 06/30/2000           11/30/92 162,010 12/30/92 06/30/93 104.830
  4 030177BW8 AMERICAN TEL &
              TELEG CO          2,500,000  8.125  99.375 07/15/2024           11/30/92  76,736 01/15/93
  5 031678AD7 AMOCO CDA PETE CO 4,500,000  7.950  95.609 10/01/2022           11/30/92  59,625 04/01/93
  6 046003DV8 ASSOCIATES CORP
              NORTH AMER        1,000,000  7.500 103.850   10/15/96           11/30/92   9,583 04/15/93
  7 053015AC7 AUTOMATIC DATA
              PROCESSING INC    1,500,000         39.000 02/20/2012           11/30/92         02/20/93
  8 066050BW4 BANKAMERICA CORP  2,500,000  7.500  94.793 10/15/2002           11/30/92  28,646 04/15/93
  9 067900AD2 BARCLAYS NORTH
              AMERN CAP CORP    2,000,000  9.750 108.081 05/15/2021           11/30/92   8,667 05/15/93
 10 083739AD4 BERGEN BRUNSWIG
              CORP              3,000,000         44.875 11/16/2004           11/30/92         05/16/93 11/16/94  51.486
 11 110601BY6 BRITISH COLUMBIA
              HYDRO & PWR       1,900,000 15.500 133.342 07/15/2011           11/30/92 111,256 01/15/93 07/15/96 106.640
 12 125509AD1 CIGNA CORP        2,000,000  8.750 104.091 10/01/2001           11/30/92  29,167 04/01/93
 13 163717FH9 CHEMICAL BK NEW
              YORK CO NY        1,000,000  7.250  94.055 09/15/2002           11/30/92  15,306 03/15/93
 14 163722AM3 CHEMICAL BKG CORP 2,500,000  8.125  99.765 06/15/2002           11/30/92  93,663 12/15/92
 15 191219AT1 COCA COLA
              ENTERPRISE        1,500,000  7.000  98.648   11/15/99           11/30/92   3,500 05/15/93
 16 196879AA8 COLTEC INDUSTRIES 2,500,000  9.750 101.500 04/01/2000           11/30/92  40,625 04/01/93
 17 202795DL1 COMMONWEALTH
              EDISON CO         2,000,000  9.625 106.968 07/01/2019           11/30/92  80,208 01/01/93 01/01/93 106.740
 18 205887AC6 CONAGRA INC       1,500,000  9.750 111.644 03/01/2021           11/30/92  36,563 03/01/93
 19 239753BM7 DAYTON HUDSON     1,500,000  8.800 102.888 05/15/2022           11/30/92   5,867 05/15/93
 20 244217AN5 DEERE JOHN CAP
              CORP              2,000,000  9.625 110.499   11/01/98           11/30/92  16,042 05/01/93
 21 302154AB5 EXPORT IMPORT BK
              KOREA             2,500,000  9.000 108.156   05/01/98           11/30/92  18,750 05/01/93
 22 315290AE6 FERRELLGAS INC    2,500,000 11.625 104.000 12/15/2003           11/30/92 134,010 12/15/92
 23 339018AF0 FLEET NORSTAR
              FINL GROUP INC    2,000,000  8.625 101.493 01/15/2007           11/30/92  65,167 01/15/93
 24 347460AD9 FORT HOWARD CORP  3,500,000 12.625 104.500 11/01/2000           11/30/92  36,823 05/01/93 11/01/93 105.000
 25 361582AC3 GEICO CORP        3,000,000  9.150 103.406 09/15/2021           11/30/92  57,950 03/15/93
 26 362320AT0 GTE CORP          3,000,000  8.750 103.435 11/01/2021           11/30/92  21,875 05/01/93
 27 369622CH6 GENERAL ELED CR
              CORP              3,000,000  8.850 110.119 04/01/2005           11/30/92  44,250 04/01/93
 28 370424FW8 GENERAL MTRS
              ACCEP CORP        2,000,000  8.750 102.617 07/15/2005           11/30/92  66,111 01/15/93
 29 370424GN7 GENERAL MOTOR
              ACCEP CORP        3,000,000  4.625  97.450   10/01/99           11/30/92  23,125 04/01/93
 30 373298BG2 GEORGIA PAC CORP  4,000,000  9.500 101.386 05/15/2022           11/30/92  16,889 05/15/93
 31 417478AA2 HARVARD UNIV      2,000,000  8.125 104.530 04/15/2007           11/30/92  20,764 04/15/93
 32 42221HAD9 HEALTHTRUST
              INC-THE HOSPITAL  1,000,000 11.250 109.000 12/01/2002           11/30/92  56,250 12/01/92 06/01/93 107.330
 33 42221HAF4 HEALTHTRUST INC   1,500,000 10.750 105.750 05/01/2002           11/30/92  13,438 15/01/93
 34 500630AD0 KOREAN DEV BANK   1,000,000  7.900  99.375 02/01/2002           11/30/92  26,333 02/01/93
 35 501044AZ4 KROGER CO         3,000,000  9.875  99.000 08/01/2002           11/30/92  91,344 02/01/93
 36 55262NAA4 MBNA MASTER CR
              CARD TR           1,500,000  7.750 103.777   11/01/98           11/30/92   9,688 05/01/93
 37 552673AK1 MCI COMMUNICATIONS
              CORP              3,000,000         46.625 12/11/2004           11/30/92         12/11/92 12/11/94  52.747
 38 593048AQ4 MEXICO UNITED
              MEXICAN STS       2,000,000  8.500  94.912 09/15/2002           11/30/92  35,889 03/15/93
 39 597520AA3 MIDLAND FUNDING
              CORP              2,500,000 11.750 101.281 07/23/2005           11/30/92 104,444 01/23/93
 40 669827DM6 NOVA SCOTIA PROV
              CDA               2,000,000  8.750 100.294 04/01/2022           11/30/92  29,167 04/01/93
 41 674599BD6 OCCIDENTAL PETE
              CORP              3,000,000  9.625 106.096   07/01/99           11/30/92 120,313 01/01/93 07/01/96 100.000
 42 683234FU7 ONTARIO PROV CDA  2,900,000  8.400 101.556 01/15/2007           11/30/92  92,027 01/15/93 01/15/93 103.020
 43 690768AW6 OWENS ILL         2,000,000 10.000 101.500 08/01/2002           11/30/92  66,667 02/01/93
 44 693657AD0 PVNGS FDG INC     1,000,000 11.375 107.958 12/30/2012           11/30/92 47,712 12/30/92 12/30/93 106.830
 45 708160BA3 PENNEY J C INC    3,000,000  9.750 110.315 06/15/2021           11/30/92 134,875 12/15/92
 46 74046RAL5 PREMIER AUTO TR   8,000,000  4.550  98.405   03/15/98           11/30/92  74,822 03/15/93
 47 750755AA8 RAIL CAR TRUST    2,972,580  7.750 101.419 06/01/2004           11/30/92  57,594 12/01/92
 48 775103AA2 ROGERS CANTEL
              MOBILE INC        3,000,000 10.750 104.000 11/01/2001           11/30/92 26,875 05/01/93 11/01/96 103.000
 49 792860AB4 ST PAUL COS INC   2,500,000  9.375 109.994   06/15/97           11/30/92 108,073 12/15/92
 50 809877AQ6 SCOTT PAPER CO    2,000,000 10.000 116.648 03/15/2005           11/30/92  42,222 03/15/93
 51 81232BAA3 SEARS CREDIT
              ACCT MASTER TRI   3,000,000  5.900  97.410   11/15/98           11/30/92   7,867 05/15/93
 52 814823BB5 SECURITY PACIFIC
              CORP              3,000,000  9.750 110.032   05/15/99           11/30/92  13,000 05/15/93
 53 868536AA1 SUPER VALUE STORE 3,000,000  5.875  99.529   11/15/95           11/30/92   7,833 05/15/93
 54 868536AC7 SUPER VALUE STORE 2,000,000  8.875 101.632 11/15/2022           11/30/92   7,889 05/15/93
 55 880357AA6 TENNECO           4,000,000  8.375 102.637   02/01/97           11/30/92 111,667 02/01/93
 56 880357AF5 TENNECO CREDIT    1,000,000  9.625 105.793 08/15/2001           11/30/92  28,340 02/15/93
 57 882850BL3 TEXAS UTILITIES
              ELECTRIC CO       3,000,000  7.125 100.265   06/01/97           11/30/92 106,875 12/01/93
 58 909214AW8 UNISYS CORP       2,000,000 10.625  98.000   10/01/99           11/30/92  35,417 04/01/93
 59 909283AB9 UNITED AIR LINES  1,200,000 10.020 102.250 03/22/2014           11/30/92  23,046 03/22/93
 60 909284AB7 UNITED AIR LINES  2,000,000  2.529  95.250 4/7/2016 4/7/93 9.350 11/30/92 27,671 04/07/93
 61 912803AE3 UNITED STATES
              TREAS BD          5,000,000         16.629 11/15/2015           11/30/92         05/15/93
 62 912810DU9 UNITED STATES
              TREAS BD          2,500,000  9.375 117.593 02/15/2006           11/30/92  68,784 02/15/93
 63 912810EL8 UNITED STATES
              TREAS BND         2,000,000  8.000 103.968 11/15/2021           11/30/92   7,072 05/15/93
 64 912810EM6 UNITED STATES
              TREAS BND         3,500,000  7.250  95.624 08/15/2022           11/30/92  74,470 02/15/93
 65 912810EN4 UNITED STATES
              TREAS BND         4,500,000  7.625 100.468 11/15/2022           11/30/92  15,166 05/15/93
 66 912827B50 UNITED STATES
              TREAS NTS         2,000,000  8.250 108.187   07/15/98           11/30/92  62,323 01/15/93
 67 912827G22 UNITED STATES
              TREAS NTS         5,000,000  4.250  99.281   07/31/94           11/30/92  71,026 01/31/93
 68 912833CY4 UNITED STATES
              TREAS SEC         6,000,000         25.021 08/15/2010           11/30/92         02/15/93
 69 927804BS2 VIRGINIA ELEC
              & PWR CO          3,000,000  9.375 111.367   06/01/98           11/30/92 140,625 12/01/92
                             -------------                                          -----------
                              180,972,580                                            3,346,601
                             =============                                          ===========

CONTINUED.. PORTFOLIO HOLDINGS  -  OUTPUT
===================================================================================================================
AS OF 11/30/92 (ADJUSTED FOR UNSETTLED TRADES).....CONTINUED
============================================================
                                                                  DAILY    MARKET VALUE                    GROSS
                                                                  YIELD        AND              # OF DAYS  INCOME
                                                                 (360 DAY    ACCRUED      DAILY  IN BASE  FOR BASE
ROW CUSIP NO.            ISSUER                         YIELD      YEAR)      INCOME      INCOME  PERIOD   PERIOD
- --- --------- --------------------------------------- --------- ---------- ------------- --------- ----- ----------
 A      B                  C                           O    P        Q           R           S       T       U
 <S><C>       <C>                                      <C>       <C>        <C>           <C>       <C> <C> 
  0 002034AB2 ARA GROUP INC                             8.9483%  0.024856%  3,917,155.05    973.66  30   29,209.80
  1 02378FAB2 AMERICAN AIRLINES                         9.5451%  0.026514%  1,950,568.33    517.18  30   15,515.40
  2 025818BA2 AMERICAN EXPRESS CR                       6.5514%  0.018198%  1,109,899.00    201.98  30    6,059.40
  3 029717AD7 AMERICAN STD INC                         15.7720%  0.043811%  3,244,510.43  1,421.46  30   42,643.80
  4 030177BW8 AMERICAN TEL & TELEG CO                   8.1758%  0.022710%  2,561,111.11    581.64  30   17,449.20
  5 031678AD7 AMOCO CDA PETE CO                         8.3463%  0.023184%  4,362,007.50  1,011.29  30   30,338.70
  6 046003DV8 ASSOCIATES CORP NORTH AMER                6.3513%  0.017642%  1,048,086.33    184.91  30    5,547.30
  7 053015AC7 AUTOMATIC DATA PROCESSING INC             4.9586%  0.013774%    585,000.00     80.58  30    2,417.40
  8 066050BW4 BANKAMERICA CORP                          8.2454%  0.022904%  2,398,475.83    549.35  30   16,480.50
  9 067900AD2 BARCLAYS NORTH AMERN CAP CORP             8.9568%  0.024880%  2,170,286.66    539.97  30   16,199.10
 10 083739AD4 BERGEN BRUNSWIG CORP                      7.1296%  0.019805%  1,346,250.00    266.62  30    7,998.60
 11 110601BY6 BRITISH COLUMBIA HYDRO & PWR              6.6275%  0.018410%  2,644,749.75    486.89  30   14,606.70
 12 125509AD1 CIGNA CORP                                8.0834%  0.022454%  2,110,984.66    474.00  30   14,220.00
 13 163717FH9 CHEMICAL BK NEW YORK CO NY                8.1340%  0.022594%    955,850.55    215.97  30    6,479.10
 14 163722AM3 CHEMICAL BKG CORP                         8.1556%  0.022654%  2,587,780.70    586.25  30   17,587.50
 15 191219AT1 COCA COLA ENTERPRISE                      7.2600%  0.020167%  1,483,215.50    299.12  30    8,973.60
 16 196879AAB COLTEC INDUSTRIES                         9.4474%  0.026243%  2,578,125.00    676.57  30   20,297.10
 17 202795DL1 COMMONWEALTH EDISON CO                    6.0094%  0.016693%  2,219,564.33    370.51  30   11,115.30
 18 205887AC6 CONAGRA INC                               8.6355%  0.023987%  1,711,221.00    410.48  30   12,314.40
 19 239753BM7 DAYTON HUDSON                             8.5272%  0.023687%  1,549,186.67    366.95  30   11,008.50
 20 244217AN5 DEERE JOHN CAP CORP                       7.3928%  0.020535%  2,226,021.66    457.12  30   13,713.60
 21 302154AB5 EXPORT IMPORT BK KOREA                    7.1483%  0.019856%  2,722,645.00    540.62  30   16,218.60
 22 315290AE6 FERRELLGAS INC                           10.9821%  0.030506%  2,734,010.42    834.03  30   25,020.90
 23 339018AF0 FLEET NORSTAR FINL GROUP INC              8.4351%  0.023431%  2,095,030.67    490.88  30   14,726.40
 24 347460AD9 FORT HOWARD CORP                         12.4903%  0.034695%  3,694,322.93  1,281.76  30   38,452.80
 25 361582AC3 GEICO CORP                                8.8154%  0.024487%  3,160,121.00    773.83  30   23,214.90
 26 362320AT0 GTE CORP                                  8.4267%  0.023408%  3,124,931.01    731.47  30   21,944.10
 27 369622CH6 GENERAL ELED CR CORP                      7.5664%  0.021018%  3,347,805.00    703.63  30   21,108.90
 28 370424FW8 GENERAL MTRS ACCEP CORP                   8.4022%  0.023339%  2,118,453.11    494.43  30   14,832.90
 29 370424GN7 GENERAL MOTOR ACCEP CORP                  5.0665%  0.014073%  2,946,625.00    414.69  30   12,440.70
 30 373298BG2 GEORGIA PAC CORP                          9.3566%  0.025991%  4,072,340.89  1,058.42  30   31,752.60
 31 417478AA2 HARVARD UNIV                              7.5960%  0.021100%  2,111,353.89    445.49  30   13,364.70
 32 42221HAD9 HEALTHTRUST INC-THE HOSPITAL              7.2132%  0.020037%  1,146,250.00    229.67  30    6,890.10
 33 42221HAF4 HEALTHTRUST INC                           9.7911%  0.027198%  1,599,687.50    435.08  30   13,052.40
 34 500630AD0 KOREAN DEV BANK                           7.9886%  0.022190%  1,020,083.33    226.36  30    6,790.80
 35 501044AZ4 KROGER CO                                10.0662%  0.027962%  3,061,343.75    856.00  30   25,680.00
 36 55262NAA4 MBNA MASTER CR CARD TR                    6.9527%  0.019313%  1,566,341.00    302.51  30    9,075.30
 37 552673AK1 MCI COMMUNICATIONS CORP                   6.1675%  0.017132%  1,398,750.00    239.63  30    7,188.90
 38 593048AQ4 MEXICO UNITED MEXICAN STS                 9.2913%  0.025809%  1,934,134.88    499.18  30   14,975.40
 39 597520AA3 MIDLAND FUNDING CORP                     11.5396%  0.032054%  2,636,459.45    845.10  30   25,353.00
 40 669827DM6 NOVA SCOTIA PROV CDA                      8.7159%  0.024211%  2,035,048.66    492.70  30   14,781.00
 41 674599BD6 OCCIDENTAL PETE CORP                      7.6335%  0.021204%  3,303,177.50    700.41  30   21,012.30
 42 683234FU7 ONTARIO PROV CDA                         19.0248%  0.052847%  3,037,153.57  1,605.03  30   48,150.90
 43 690768AW6 OWENS ILL                                 9.7438%  0.027066%  2,096,666.67    567.49  30   17,024.70
 44 693657AD0 PVNGS FDG INC                             9.5360%  0.026489%  1,127,294.81    298.61  30    8,958.30
 45 708160BA3 PENNEY J C INC                            8.7569%  0.024325%  3,444,328.00    837.82  30   25,134.60
 46 74046RAL5 PREMIER AUTO TR                           4.8956%  0.013599%  7,947,214.26  1,080.73  30   32,421.90
 47 750755AA8 RAIL CAR TRUST                            7.8162%  0.021712%  3,072,345.73    667.06  30   20,011.80
 48 775103AA2 ROGERS CANTEL MOBILE INC                 10.1109%  0.028086%  3,146,875.01    883.83  30   26,514.90
 49 792860AB4 ST PAUL COS INC                           6.7725%  0.018812%  2,857,917.91    537.64  30   16,129.20
 50 809877AQ6 SCOTT PAPER CO                            7.8543%  0.021818%  2,375,188.22    518.21  30   15,546.30
 51 81232BAA3 SEARS CREDIT ACCT MASTER TRI              6.4252%  0.017848%  2,930,166.67    522.97  30   15,689.10
 52 814823BB5 SECURITY PACIFIC CORP                     7.7390%  0.021497%  3,313,960.00    712.41  30   21,372.30
 53 868536AA1 SUPER VALUE STORE                         6.0426%  0.016785%  2,993,703.33    502.50  30   15,075.00
 54 868536AC7 SUPER VALUE STORE                         8.7171%  0.024214%  2,040,536.89    494.10  30   14,823.00
 55 880357AA6 TENNECO                                   7.6089%  0.021136%  4,217,126.66    891.32  30   26,739.60
 56 880357AF5 TENNECO CREDIT                            8.6520%  0.024033%  1,086,265.28    261.06  30    7,831.80
 57 882850BL3 TEXAS UTILITIES ELECTRIC CO               7.0316%  0.019532%  3,114,825.00    608.40  30   18,252.00
 58 909214AW8 UNISYS CORP                              11.0296%  0.030638%  1,995,416.66    611.35  30   18,340.50
 59 909283AB9 UNITED AIR LINES                          9.7579%  0.027105%  1,250,046.00    338.83  30   10,164.90
 60 909284AB7 UNITED AIR LINES                          9.8681%  0.027411%  1,932,671.06    529.77  30   15,893.10
 61 912803AE3 UNITED STATES TREAS BD                    7.9688%  0.022136%    831,425.00    184.04  30    5,521.20
 62 912810DU9 UNITED STATES TREAS BDS                   7.2733%  0.020204%  3,008,606.46    607.85  30   18,235.50
 63 912810EL8 UNITED STATES TREAS BND                   7.6546%  0.021263%  2,086,429.82    443.63  30   13,308.90
 64 912810EM6 UNITED STATES TREAS BND                   7.6201%  0.021167%  3,421,306.62    724.18  30   21,725.40
 65 912810EN4 UNITED STATES TREAS BND                   7.5827%  0.021063%  4,536,221.25    955.47  30   28,664.10
 66 912827B50 UNITED STATES TREAS NTS                   6.4802%  0.018001%  2,226,061.38    400.71  30   12,021.30
 67 912827G22 UNITED STATES TREAS NTS                   4.6857%  0.013016%  5,035,070.81    655.35  30   19,660.50
 68 912833CY4 UNITED STATES TREAS SEC                   7.9777%  0.022160%  1,501,266.00    332.68  30    9,980.40
 69 927804BS2 VIRGINIA ELEC & PWR CO                    6.8546%  0.019040%  3,481,638.00    662.92  30   19,887.60
                                                                                                     --------------
                                                                                                      1,221,130.50
                                                                                                     --------------
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107
</TABLE>

<TABLE>
<CAPTION>
PURCHASES SETTLING IN DECEMBER
======================================================================
                                                   PURCHASE  MATURITY 1ST PMT STEP  SETTLEMENT ACCRUED INT PAY CALL CALL
ROW CUSIP NO.      ISSUER             PAR    COUPON  PRICE     DATE    DATE  COUPON    DATE   INTEREST  DATE  DATE PRICE
- --- --------- ------------------- ---------- ------ ------- ---------- ---- ------ ---------- ------- ------  ---- -----
 A      B            C                 D        E      F        G       H     I         J        K       L      M    N
<S> <C>       <C>                  <C>        <C>   <C>     <C>                     <C>       <C>     <C>
115 013051BA4 ALBERTA PROV CDA     3,000,000  9.250 111.215 04/01/2000              12/03/92  47,792  04/01/93
116 912810DU9 UNITED STATES TREAS  1,000,000  9.375 117.938 02/15/2006              12/07/92  29,042  02/15/93
117 23329VAA5 DQU FDG CORP         2,000,000  7.230 100.000   12/01/99              12/08/92          06/01/93
118 239753BP0 DAYTON HUDSON CORP   2,500,000  8.500  99.000 12/01/2022              12/09/92   4,722  06/01/93
119 912827G55 UNITED STATES TREAS  1,000,000  6.375  97.422 08/15/2002              12/10/92  20,268  02/15/93
120 013051BA4 ALBERTA PROV CDA     2,000,000  9.250 111.757 04/01/2000              12/15/92  38,028  04/01/93
121 170377AA3 CHOICE CREDIT CARD M 5,000,000  3.775  99.924   10/15/96              12/15/92          04/15/93
122 74155QAA8 PRIME CREDIT CARD MA 3,000,000  7.050  99.844   12/15/97              12/15/92          06/15/93
123 690768AW6 OWENS ILL              500,000 10.000 100.875 08/01/2002              12/17/92  18,889  02/01/93
124 912827YN6 UNITED STATES TREAS  4,000,000  8.500 110.859 02/15/2000              12/17/92 114,565  02/15/93
125 912810EN4 UNITED STATES TREAS  2,500,000  7.625 103.125 11/15/2022              12/28/92  22,643  05/15/93
126 690768AW6 OWENS ILL              500,000 10.000 101.000 08/01/2002              12/29/92  20,556  02/01/93
127 912810EN4 UNITED STATES TREAS  1,500,000  7.625 102.766 11/15/2022              12/29/92  13,902  05/15/93
</TABLE>

<TABLE>
<CAPTION>
CONTINUED..PURCHASES SETTLING IN DECEMBER
==========================================================
                                                  DAILY    MARKET VALUE          NO. OF   GROSS
                                                  YIELD        AND                DAYS    INCOME
                                                 (360 DAY    ACCRUED     DAILY  IN BASE  FOR BASE
ROW CUSIP NO.     ISSUER                YIELD     YEAR)      INCOME      INCOME  PERIOD  PERIOD
- --- --------- ----------------------  --------- --------- ------------- ------- ------- ----------
 A      B            C                 O   P        Q           R          S        T        U
<S> <C>       <C>                      <C>      <C>        <C>           <C>       <C>  <C>
115 013051BA4 ALBERTA PROV CDA         7.2444%  0.020123%  3,384,241.67  681.02    28   19,068.56
116 912810DU9 UNITED STATES TREAS      7.2383%  0.020106%  1,208,417.12  242.97    24    5,831.28
117 23329VAA5 DQU FDG CORP             7.2551%  0.020153%  2,000,000.00  403.06    23    9,270.38
118 239753BP0 DAYTON HUDSON CORP       8.5927%  0.023869%  2,479,722.22  591.88    22   13,021.36
119 912827G55 UNITED STATES TREAS      6.7397%  0.018721%    994,486.34  186.18    21    3,909.78
120 013051BA4 ALBERTA PROV CDA         7.1472%  0.019853%  2,273,167.78  451.30    16    7,220.80
121 170377AA3 CHOICE CREDIT CARD M     3.9727%  0.011035%  4,996,205.00  551.35    16    8,821.60
122 74155QAA8 PRIME CREDIT CARD MA     7.0877%  0.019688%  2,995,311.00  589.72    16    9,435.52
123 690768AW6 OWENS ILL                9.8499%  0.027361%    523,263.89  143.17    14    2,004.38
124 912827YN6 UNITED STATES TREAS      6.5724%  0.018257%  4,548,937.22  830.49    14   11,626.86
125 912810EN4 UNITED STATES TREAS      7.3633%  0.020454%  2,600,768.30  531.95     3    1,595.85
126 690768AW6 OWENS ILL                9.8308%  0.027308%    525,555.56  143.52     2      287.04
127 912810EN4 UNITED STATES TREAS      7.3925%  0.020535%  1,555,385.93  319.39     2      638.78
                                                                                      ------------
                                                                                        92,732.19
                                                                                      ------------
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
</TABLE>


<TABLE>
<CAPTION>
SALES SETTLING IN DECEMBER
==================================================
                                                     SALE   MATURITY 1ST PMT STEP  SETTLEMENT ACCRUED INT PAY  CALL CALL
ROW CUSIP NO.      ISSUER             PAR    COUPON  PRICE     DATE    DATE  COUPON   DATE   INTEREST   DATE  DATE PRICE
- --- --------- -------------------- --------- ------ ------- ---------- ---- ------ -------- -------- -------- ---- -----
 A      B             C                D        E      F        G        H     I      J         K       L       M    N
<S> <C>       <C>                  <C>        <C>   <C>     <C>                    <C>       <C>     <C>
177 882850BL3 TEXAS UTILITIES ELEC 3,000,000  7.125 100.265   06/01/97             12/02/92  106,875 12/01/93
178 814823BB5 SECURITY PAC CORP    3,000,000  9.750 110.032   05/15/99             12/03/92   13,000 05/15/93
179 191219AT1 COCA COLA ENTERPRISE 1,500,000  7.000  98.648   11/15/99             12/09/92    3,500 05/15/93
180 912810DU9 UNITED STATES TREAS  1,000,000  9.375 117.593 02/15/2006             12/14/92   27,514 02/15/93
181 912827G22 UNITED STATES TREAS  5,000,000  4.250  99.281   07/31/94             12/14/92   71,026 01/31/93
182 244217AN5 DEERE JOHN CAP CORP  2,000,000  9.625 110.499   11/01/98             12/15/92   16,042 05/01/93
183 912827B50 UNITED STATES TREAS  2,000,000  8.250 108.187   07/15/98             12/17/92   62,323 01/15/93
184 912827G55 UNITED STATES TREAS  1,000,000  6.375  97.422 08/15/2002             12/17/92   20,268 02/15/93
185 302154AB5 EXPORT IMPORT BK KOR   500,000  9.000 108.156   05/01/98             12/18/92    3,750 05/01/93
</TABLE>

<TABLE>
<CAPTION>
CONTINUED..SALES SETTLING IN DECEMBER
===========================================================
                                                    DAILY      MARKET VALUE             NO. OF     GROSS
                                                    YIELD           AND                  DAYS      INCOME
                                                    (360 DAY      ACCRUED       DAILY   IN BASE    FOR BASE
ROW CUSIP NO.      ISSUER                  YIELD      YEAR)       INCOME        INCOME   PERIOD    PERIOD
- --- --------- ------------------------     -------  --------- -------------    -------- ------- -------------
 A     B             C                    O    P        Q           R             S         T         U
<S> <C>       <C>                          <C>      <C>        <C>              <C>        <C>   <C>
177 882850BL3 TEXAS UTILITIES ELEC         7.0316%  0.019532%  3,114,825.00     608.40     -29   (17,643.60)
178 814823BB5 SECURITY PAC CORP            7.7390%  0.021497%  3,313,960.00     712.41     -28   (19,947.48)
179 191219AT1 COCA COLA ENTERPRISE         7.2600%  0.020167%  1,483,215.50     299.12     -22    (6,580.64)
180 912810DU9 UNITED STATES TREAS          7.2733%  0.020204%  1,203,442.58     243.14     -17    (4,133.38)
181 912827G22 UNITED STATES TREAS          4.6857%  0.013016%  5,035,070.81     655.35     -17   (11,140.95)
182 244217AN5 DEERE JOHN CAP CORP          7.3928%  0.020535%  2,226,021.66     457.12     -16    (7,313.92)
183 912827B50 UNITED STATES TREAS          6.4802%  0.018001%  2,226,061.38     400.71     -14    (5,609.94)
184 912827G55 UNITED STATES TREAS          6.7397%  0.018721%    994,486.34     186.18     -14    (2,606.52)
185 302154AB5 EXPORT IMPORT BK KOR         7.1483%  0.019856%    544,529.00     108.12     -13    (1,405.56)
                                                                                              ---------------
                                                                                                 (76,381.99)
                                                                                              ---------------
186
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
203
204
205
206
207
208
209
210
211
212
213
214
215
216
217
218
219
220
221
222
223
224
225
226
227
228
229
230
231
232
233
234
235
236
237
238
239
240
241
242
243
244
245
246
247
248
249
250
251
                                                                                              ---------------
                                  Total Gross Income Earned from Corporate Obligations
                                  Computed on a Yield to Maturity or Yield to Call Basis.....  1,237,480.70
                                                                                               ============
</TABLE>



<PAGE>

AVERAGE ANNUAL TOTAL RETURN CALCULATIONS

         The Prospectus contains or will contain information with respect to
performance data relating to the Contracts.  Such performance data includes 
average annual total return quotations for the 1, 5 and 10-year periods 
computed by finding the average annual compounded rates of return over the 
1, 5 and 10-year periods that would equate the initial amount invested to 
the ending redeemable value, by equating the ending redeemable value to the 
product of a hypothetical initial payment of $1,000, and one plus the 
average annual total return raised to a power equal to the applicable number 
of years. If the assumed investment was made less than 10 years from the 
date of the quotation, the total return from the date of such investment 
will be given.

         Such performance data assumes that any applicable charges have been
deducted from the initial $1,000 payment and includes all recurring fees 
that are charged to all Contract Owners.  For fees that vary with the size 
of the Contract, a Contract size equal to the mean (or median) contract size 
of a variable annuity contract issued by LBVIP has been assumed.  If 
recurring fees charged to Contract Owners are paid other than by redemption 
of Accumulation Units, such fees will be appropriately reflected.

         The following examples illustrates the average annual total return
for the variable annuity contract issued by Lutheran Brotherhood Variable 
Insurance Products Company invested in the Fund from the date the Fund was 
first available for investment through
December 31, 1992:


<PAGE>
<TABLE>
<CAPTION>
                                              LBVIP VARIABLE ANNUITY ACCOUNT I
                                                  TOTAL RETURN CALCULATION

This is a hypothetical illustration of an investment
of $1000.00 made in the growth, high yield, and income
subaccounts on 8--Mar--88 and the money market subaccount
on 18--Feb--88, all redeemed on 31--Dec--92 with a 2%
deferred sales charge.
                                                                                                               MONEY
                                                                         GROWTH    HIGH YIELD    INCOME       MARKET
                                                                       ----------- ----------- ----------- -------------
INITIAL $1,000 INVESTMENT:
<S>                                                                    <C>         <C>         <C>         <C> 
   Beginning Unit Value                                                $10.000000  $10.000000  $10.000000     $1.000000

   Units Purchased                                                     100.000000  100.000000  100.000000  1,000.000000
                                                                       ----------- ----------- ----------- -------------

   Total Value                                                          $1,000.00   $1,000.00   $1,000.00     $1,000.00
                                                                       ----------- ----------- ----------- -------------
                                                                       ----------- ----------- ----------- -------------
VALUE AT 31--DEC--92 PRIOR TO DEFERRED SALES CHARGE:

   Unit Value at 31--Dec--92                                           $17.485596  $16.209964  $15.434223     $1.302905

   Units Owned                                                         100.000000  100.000000  100.000000  1,000.000000
                                                                       ---------- ------------ ----------- -------------

   Value prior to deferred sales charge                                  1,748.56    1,621.00    1,543.42      1,302.91

   Less:  Deferred sales charge upon surrender (a)                         (31.47)     (29.18)     (27.78)       (23.45)
                                                                       ----------- ----------- ----------- -------------

   Ending redeemable value at 31--Dec--92                               $1,717.09   $1,591.82   $1,515.64     $1,279.46
                                                                       ----------- ----------- ----------- -------------
                                                                       ----------- ----------- ----------- -------------
TOTAL RETURN FOR THE PERIOD FROM DATE OF
INITIAL INVESTMENT (b)                                                    71.71%      59.18%      51.56%        27.95%
                                                                       =========== =========== =========== =============
AVERAGE ANNUAL RETURN FOR THE PERIOD FROM DATE
OF INITIAL INVESTMENT (c)                                                 11.81%      10.08%       8.97%         5.14%
                                                                       =========== =========== =========== =============
</TABLE>

(a) The following formula is used to calculate deferred
    sales charge:

    Value prior to deferred sales charge x .90 x .02

    -- up to 10% of the Accumulated Value may be surrendered
       without a sales charge
    -- deferred sales charge during the fifth contract year is 2%.

(b) The following formula is used to calculate total return:

     (Ending redeemable value -- initial $1,000 investment)
- -----------------------------------------------------------
                 Initial $1,000 investment

(c) Average annual return is the sum of the total return calculated
    above plus one; such sum is raised to the power of 1/n where n is
    expressed as 4 years and 10 months (4 years and 11 months for
    money market); the result is reduced by one and is expressed in
    terms of a percentage.

Prepared by:   Jill Eriksen -- Controllers
Date:               04--Jan--93

<TABLE>
<CAPTION>
                                      LBVIP VARIABLE ANNUITY ACCOUNT I
                                          TOTAL RETURN CALCULATION

This is a hypothetical illustration of an investment
of $1000.00 made on 31--Dec--91 and redeemed
on 31--Dec--92 with a 6% deferred sales charge.
                                                                                                               MONEY
DESCRIPTION                                                              GROWTH    HIGH YIELD    INCOME       MARKET
- ---------------------------------------------------------------------  ----------- ----------- ----------- -------------
INITIAL $1,000 INVESTMENT:

<S>                                                                    <C>         <C>         <C>           <C>
   Beginning Unit Value (31--Dec--91)                                  $16.341071  $13.658785  $14.286364     $1.272375

   Units Purchased                                                      61.195499   73.212954   69.996817    785.931820
                                                                       ----------- ----------- ----------- -------------

   Total Value                                                          $1,000.00   $1,000.00   $1,000.00     $1,000.00
                                                                       =========== =========== =========== =============
VALUE AT 31--DEC--92 PRIOR TO DEFERRED SALES CHARGE:

   Unit Value at 31--Dec--92                                           $17.485596  $16.209964  $15.434223     $1.302905

   Units Owned                                                          61.195499   73.212954   69.996817    785.931820
                                                                       ---------- ------------ ----------- -------------

   Value prior to deferred sales charge                                  1,070.04    1,186.78    1,080.35      1,023.99

   Less:  Deferred sales charge upon surrender (a)                         (57.78)     (64.09)     (58.34)       (55.30)
                                                                       ----------- ----------- ----------- -------------

   Ending redeemable value at 31--Dec--92                               $1,012.26   $1,122.69   $1,022.01       $968.69
                                                                       =========== =========== =========== =============

TOTAL RETURN FOR THE PERIOD FROM 31--DEC--91 TO 31--DEC--92(b)               1.23%      12.27%       2.20%        -3.13%
                                                                       =========== =========== =========== =============
</TABLE>

(a) The following formula is used to calculate deferred
    sales charge:

    Value prior to deferred sales charge x .90 x .06

    -- up to 10% of the Accumulated Value may be surrendered
       without a sales charge
    -- deferred sales charge during the first contract year is 6%.

(b) The following formula is used to calculate total return:

     (Ending redeemable value -- initial $1,000 investment)
- -----------------------------------------------------------
                 Initial $1,000 investment

Prepared by:   Jill Eriksen -- Controllers
Date:               04--Jan--93




#20747



<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the LBVIP 
Variable Annuity Accout I Annual Report to Shareholders dated December 31, 
1997 and is qualified in its entirety by reference to such Annual Report.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               DEC-31-1997
<EXCHANGE-RATE>                                      1
<INVESTMENTS-AT-COST>                    2,921,455,175
<INVESTMENTS-AT-VALUE>                   3,407,607,829
<RECEIVABLES>                                1,544,850
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                           3,409,152,679
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    3,470,624
<TOTAL-LIABILITIES>                          3,470,624
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                             3,405,682,055
<DIVIDEND-INCOME>                          136,150,086
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                              34,250,511
<NET-INVESTMENT-INCOME>                    101,899,575
<REALIZED-GAINS-CURRENT>                   171,399,542
<APPREC-INCREASE-CURRENT>                  213,736,228
<NET-CHANGE-FROM-OPS>                      487,035,345
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     148,860,053
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        




</TABLE>


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