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<PAGE> EquiBuilder III Flexible Premium Variable Life Insurance Policy Supplement dated May 5, 1999 to Prospectus dated April 30, 1999 PLEASE RETAIN THIS SUPPLEMENT FOR REFERENCE. The following information replaces the first sentence of the fourth paragraph under the section "Distribution of the Policies" in the Prospectus: Registered representatives of Franklin Financial earn commissions on policy sales of up to 100% of premiums paid during the first policy year.
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