L B VARIABLE ANNUITY ACCOUNT I
485BPOS, 1998-04-30
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                                                   Registration No. 33-67012
============================================================================
                      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. ___8___                  [X]
                                   and/or
        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940  [X]
                            Amendment No. ___9___                        [X]

                          LB VARIABLE ANNUITY ACCOUNT I
                            (Exact Name of Registrant)

                               LUTHERAN BROTHERHOOD
                                (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

                                 David J. Larson
                Senior Vice President, Secretary and General Counsel
                               Lutheran Brotherhood
                             625 Fourth Avenue South
                           Minneapolis, Minnesota  55415
                      (Name and Address of Agent for Service)

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 (date) 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>
                         LB 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   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           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 -- 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 Yield

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
  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 ("LB"), a 
fraternal benefit society organized under the laws of the state of 
Minnesota. LB is offering the Contract only in situations in which the 
Annuitant is eligible for membership in Lutheran Brotherhood. 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 LB Variable Annuity Account I 
(the "Variable Account"), a separate account of LB, and/or to the Fixed 
Account (which is the general account of LB, 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 LB.
    

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 LB approves the Contract Owner's application, the initial 
premium 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 LB.

   
Additional information about the Contract, LB 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, 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 34 of this 
Prospectus. Information about the Fixed Account may be found in Appendix A 
of this Prospectus.


                           TABLE OF CONTENTS
                                                           PAGE
DEFINITIONS                                                  4
SUMMARY FEE TABLE                                            6
SUMMARY                                                      8
LUTHERAN BROTHERHOOD, THE VARIABLE ACCOUNT AND THE FUND     12
  Lutheran Brotherhood                                      12
  The Variable Account                                      12
  LB Series Fund, Inc.                                      13
  Addition, Deletion or Substitution of Investments         15
THE CONTRACTS                                               16
  Issuance of a Contract                                    16
  Free Look Period                                          16
  Allocation of Premium                                     16
  Accumulated Value; Accumulation Units 
    and Accumulation Unit Value                             17
  Death Benefit Before the Maturity Date                    18
  Death Benefit After the Maturity Date                     19
  Surrender (Redemption)                                    19
  Transfers                                                 20
  Telephone Transfers                                       20
  Special Transfer Service -- Dollar Cost Averaging         20
  Assignments                                               21
  Contract Owner, Beneficiaries and Annuitants              21
CHARGES AND DEDUCTIONS                                      21
  Surrender Charge (Contingent Deferred Sales Charge)       21
  Administrative Charge                                     23
  Mortality and Expense Risk Charge                         23
  Investment Advisory Fee of the Fund                       23
  Taxes                                                     24
  Sufficiency of Charges                                    24
ANNUITY PROVISIONS                                          24
  Maturity Date                                             24
  Settlement Options                                        24
  Frequency and Amount of Annuity Payments                  25
  Subaccount Annuity Unit Value                             26
  Assumed Investment Rate                                   26
GENERAL PROVISIONS                                          26
  Postponement of Payments                                  26
  Date of Receipt                                           27
  Reports to Contract Owners                                27
  Contract Inquiries                                        27
FEDERAL TAX STATUS                                          27
  Introduction                                              27
  Variable Account Tax Status                               27
  Taxation of Annuities in General                          27
  Qualified Plans                                           29
  1035 Exchanges                                            30
  Diversification Requirements                              30
  Withholding                                               31
  Other Considerations                                      31
EMPLOYMENT-RELATED BENEFIT PLANS                            31
VOTING RIGHTS                                               32
SALES AND OTHER AGREEMENTS                                  32
YEAR 2000                                                   33
LEGAL PROCEEDINGS                                           33
LEGAL MATTERS                                               33
FINANCIAL STATEMENTS AND EXPERTS                            33
FURTHER INFORMATION                                         33
STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS       34
ORDER FORM                                                  34
APPENDIX A -- MORE INFORMATION ABOUT THE GENERAL ACCOUNT    35
APPENDIX B -- ILLUSTRATION OF MONTHLY VARIABLE
  ANNUITY SETTLEMENT OPTION                                 36
    


                               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(s) 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(s) named by the Contract Owner to receive the 
Contract's death benefit.

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

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

Contract Owner. The person(s) who controls all the rights under the Contract 
while an Annuitant is alive. The Annuitant is the Contract Owner, unless 
another owner is named in the Contract application. While an Annuitant is 
living, the Contract Owner may exercise all rights set out in the Contract. 
If there are two Contract Owners, both must act in concert to exercise 
ownership rights.

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 LB at its Home Office.

Fixed Account. The Fixed Account is the general account of LB, which 
consists of all assets of LB other than those allocated to a separate 
account of LB. Premium payments allocated to the Fixed Account will be paid 
a fixed rate of interest (which may not be less than 3.0%) declared by LB at 
least annually. Amounts accumulated in the Fixed Account are guaranteed by 
LB. (See Appendix A.)

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

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

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

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

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 
the issuer of the Contracts, and which acts as 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 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. LB Variable Annuity Account I, which is a separate account 
of LB. The Subaccounts are subdivisions of the Variable Account.

Written Notice. A written request or notice signed by the Contract Owner and 
received by LB 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       $181

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      $ 83        $181
    


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     $230

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     $230
_________________
    

(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 LB and its affiliates 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 "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 .02% charge based on LB'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.

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 LB. In order to purchase a Contract, 
application must be made to LB through a licensed LB 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. 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 LB will accept as an initial premium is $600 on an 
annualized basis. LB may, however, in its sole discretion, waive such 
minimum initial premium requirements. Subsequent premiums may be paid under 
the Contracts, but LB 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, the Mid Cap Growth Portfolio, the World Growth Portfolio, 
or the Money Market Portfolio. See "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 Portfolio whose shares are held in the Subaccounts 
designated. Premiums allocated to the Fixed Account will accumulate at fixed 
rates of interest declared by LB. (See Appendix A.)  See "THE CONTRACTS--
Accumulated Value; Accumulation Units and Accumulation Unit Value".

On the date LB approves the Contract Owner's application, LB will transfer 
from the general account the initial premium and any interest accumulations 
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 to 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 LB. 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). LB 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, LB deducts an annual administrative charge of $30 from 
the Accumulated Value of each Contract. 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.

Mortality and Expense Risk Charge. LB deducts a daily mortality and expense 
risk charge to compensate LB 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 Portfolio, 
Growth Portfolio, Income Portfolio, High Yield Portfolio, Mid Cap Growth 
Portfolio and Opportunity Growth Portfolio.  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.

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
                                        -----------------------------
                                           1997           1996
                                           ----           ----
Accumulation Unit Value:
Beginning of period                      $11.79**        $10.00
End of period                             11.77           11.79
Number of Accumulation Units 
  outstanding at end of period         15,755,047       8,925,231


                                            World Growth Subaccount
                                            -----------------------
                                           1997           1996
                                           ----           ----
Accumulation Unit Value:
Beginning of period                      $10.93**       $10.00
End of period                             11.11          10.93
Number of Accumulation Units 
  outstanding at end of period         12,470,902      6,809,063


<TABLE>
<CAPTION>

                                                 Growth Subaccount
                                                 -----------------
                                      1997            1996            1995           1994
                                      ----            ----            ----           ----
<S>                                   <C>             <C>             <C>           <C>
Accumulation Unit Value:
Beginning of period                   $29.52          $24.38          $17.95        $19.68*
End of period                          38.02           29.52           24.38         17.95
Number of Accumulation Units 
  outstanding at end of period         19,279,447      13,809,177     7,742,874      3,142,640


                                              High Yield Subaccount
                                             ----------------------
                                       1997           1996            1995           1994
                                       ----           ----            ----           ----
<S>                                   <C>             <C>             <C>           <C>
Accumulation Unit Value:
Beginning of period                   $24.35         $22.06         $18.64        $20.41
End of period                          27.50          24.35          22.06         18.64
Number of Accumulation Units 
  outstanding at end of period        15,720,991      10,632,678      5,557,895     2,514,043


                                                  Income Subaccount
                                                  -----------------
                                       1997            1996            1995           1994
                                       ----            ----            ----           ----
<S>                                   <C>             <C>             <C>           <C>
Accumulation Unit Value:
Beginning of period                   $19.39          $18.98          $16.07        $17.21
End of period                          20.86           19.39           18.98         16.07
Number of Accumulation Units 
  outstanding at end of period         11,878,420      9,066,360       5,274,785     2,264,894


                                              Money Market Subaccount
                                              -----------------------
                                     1997             1996              1995           1994
                                     ----             ----              ----           ----
<S>                                 <C>              <C>              <C>            <C>
Accumulation Unit Value:
Beginning of period                 $1.48            $1.43            $1.33          $1.33
End of period                        1.55             1.48             1.43           1.36
Number of Accumulation Units 
  outstanding at end of period       34,676,637       31,024,219       15,771,786     5,984,694
- ----------
    
</TABLE>



*Commencing February 1, 1994, the date the Registration Statement for the 
Variable Account was declared effective.

**Commencing January 18, 1996.

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

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

Calculation of Performance

   
From time to time the Variable Account will advertise 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 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, LB 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. For periods prior to February 1, 1994, total 
return figures are based on a hypothetical Contract assumed to have been 
invested in a Portfolio of the Fund when that Portfolio was first available 
for investment under a variable annuity contract issued by an LB affiliate, 
Lutheran Brotherhood Variable Insurance Products Company. 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%*

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

*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.
    

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 within 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 of 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.

               LUTHERAN BROTHERHOOD, THE VARIABLE ACCOUNT
                               AND THE FUND

Lutheran Brotherhood

   
The Contracts are issued by LB. Lutheran Brotherhood, a fraternal benefit 
society owned and operated for its members, was founded in 1917 under the 
laws of the State of Minnesota. LB is currently licensed to transact life 
insurance business in all 50 states and the District of Columbia and is 
offering the Contracts in states where it has authority to issue variable 
contracts. At the end of 1997, LB had total assets of approximately $13.2 
billion.
    

LB 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. LB 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. LB is also subject to certain 
Federal securities laws and regulations.

The Variable Account

The Variable Account is a separate account of LB, established by the Board 
of Directors of LB in 1993 pursuant to the laws of the State of Minnesota. 
The Variable Account meets the definition of a "separate account" under the 
federal securities laws. LB 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 LB, and LB 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 LB may 
conduct. LB 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 LB's other income, gains or losses. LB 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 High Yield Portfolio, the Income Portfolio, the Opportunity 
Growth Portfolio, the Mid Cap 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.

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.

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.

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 LB 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 LB and separate accounts of its 
wholly owned indirect subsidiary, Lutheran Brotherhood Variable Insurance 
Products Company ("LBVIP"), 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 to invest simultaneously in the Fund, although LB 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 
LB 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 LB 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, Opportunity Growth, and Mid Cap 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

LB 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 LB's 
judgment further investment in any Portfolio should become inappropriate in 
view of the purposes of the Variable Account, LB may redeem the shares, if 
any, of that Portfolio and substitute shares of another registered open-end 
management company. LB 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.

LB 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, LB 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 LB.

If any of these substitutions or changes are made, LB may by appropriate 
endorsement change the Contract to reflect the substitution or change. If LB 
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 LB separate accounts.

THE CONTRACTS

Issuance of a Contract

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

The minimum amount LB will accept as an initial premium is $600 on an 
annualized basis. LB may, however, in its sole discretion, waive such 
minimum initial premium requirements. Subsequent premiums may be paid under 
the Contracts, but LB 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 LB receives the returned Contract at its 
Home Office, it will be cancelled and LB 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 LB at its Home Office or by the LB 
Representative from whom the Contract was purchased) plus (ii) the amount 
attributable to the Contract for mortality and expense risk charges deducted 
from the Variable Account plus (iii) 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 LB will be refunded.

For Contracts issued in Pennsylvania, when LB receives the returned Contract 
at its Home Office, it will be canceled and LB 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 LB 
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 LB at any time within seven days after 
the Date of Issue. Upon such revocation, LB 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 paragraphs, i.e., LB 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 LB approves the Contract Owner's application, the initial 
premium will be deposited into LB's general account. Interest will be 
credited on the initial premium held in LB's general account at a rate of 
interest determined by LB. On the date LB approves the Contract Owner's 
application, LB will add this accumulation amount to the initial premium and 
allocate this amount 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 LB 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 LB approves the Contract Owner's application, with the interest payment 
being paid by LB. Other Contract Owners' interests will not be adversely 
affected by this initial premium allocation procedure, because LB, 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, LB will allocate the 
premium payment 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 LB not to be in good order, LB will attempt to 
complete the application within five business days. If the application is 
not complete at the end of this period, LB 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 LB 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%. LB 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 LB. The 
allocation proportion for future premiums may, however, be changed without 
charge at any time by providing LB 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) 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 LB determines to be a 
result of the investment operation of the Portfolio, less

(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 for the 
Contracts.

Death Benefit Before the Maturity Date

If an 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 LB receives proof of the Annuitant's death and (b) the 
date LB 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 5 years after the date of 
death. If the Contract has two Annuitants, LB will pay the Beneficiary in 
the manner described above on the death of the first Annuitant. (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. This 
election will be automatic if the spouse Beneficiary is also an 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 LB 
receives the proof of death and the written request referred to above, (ii) 
the sum of the premiums received by LB 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 LB since that date, less 
the amount of any partial surrenders since then (including any related 
surrender charge). 
    

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 LB 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 an Annuitant, who is the Contract Owner unless another owner is named in 
the application, dies after the Maturity Date, the death benefit, if any, 
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 LB 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 (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 LB'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.

LB may cancel the Contract on any Contract Anniversary if (a) the 
Accumulated Value 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"). LB 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, LB 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 LB without charge on the 
day Written Notice (or telephonic instructions) requesting such transfer is 
received by LB. To accomplish a 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). LB 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 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 Form. If the Contract Owner elects to complete the 
Telephone Transaction Authorization Form, the Contract Owner thereby agrees 
that LB, its agents and employees will not be liable for any loss, liability 
cost or expense when LB, 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. LB will employ reasonable procedures to confirm 
that instructions communicated by telephone are genuine. In the event LB 
does not employ such procedures, LB 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

LB 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 LB 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 LB.

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 LB.

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.

LB shall not be bound by any sale, assignment, pledge or transfer until 
Written Notice thereof is actually received by LB 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 LB before LB 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 LB Written Notice of 
the change, but the change shall not be effective until actually received by 
LB at its Home Office. Upon receipt by LB 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 LB before LB received the Written Notice, and LB 
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 LB; conversely, if the amount of 
such charges proves more than enough, the excess will be retained by LB (see 
"Sufficiency of Charges" below). LB 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 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) or confined to a hospital, nursing home or a 
hospice if the confinement begins while the Contract is in force and has 
continued for six consecutive months.

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) or 
confined to a hospital, nursing home or a hospice if the confinement begins 
while the Contract is in force and has continued for six consecutive months 
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 or Option 5V 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, LB 
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 LB for administrative expenses 
relating to the Contract, the Variable Account and the Subaccounts. Subject 
to LB'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. LB 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. 
LB assumes this "mortality risk" and has guaranteed the annuity rates 
incorporated in the Contract, which cannot be changed. LB 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, LB will not increase charges for administrative 
expenses regardless of its actual expenses.

To compensate LB for assuming such mortality and expense risks, LB deducts a 
daily mortality and expense risk charge from the average daily net assets in 
the Variable Account. LB 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 LB under the Contract. LB 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 LB, LB will bear the 
loss. Conversely, if the mortality and expense risk charge proves more than 
sufficient, the excess will be profit to LB 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, Income Portfolio, 
High Yield Portfolio, Mid Cap Growth Portfolio and Opportunity Growth 
Portfolio, and .85% of the aggregate average daily net assets of the World 
Growth Portfolio. See "LUTHERAN BROTHERHOOD, THE VARIABLE ACCOUNT AND THE 
FUND--LB Series Fund, Inc.", and the accompanying current Prospectus for the 
Fund.

Taxes

Currently, no charge will be made against the Variable Account for Federal 
income taxes. LB 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 LB. Charges for other taxes, if any, attributable to the 
Variable Account may also be made. See "FEDERAL 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 LB. Any such expenses borne by LB 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 LB.

ANNUITY PROVISIONS

Maturity Date

The Contract Owner selects the Maturity Date, which must be a Contract 
Anniversary at least three years after the Date of Issue, when making 
application for the Contract. The Contract Owner may change a Maturity Date 
selection by Written Notice received by LB 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, 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 LB 
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 will be paid for a fixed number 
of years 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.

Option 5V--Joint and Survivor Life Income with Guaranteed Period. Income 
will be paid for as long as at least one of two payees is alive. If both 
payees die 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 LB.

LB 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 and one Annuitant is living on the Maturity Date, the Life Income with 
10-Year Guarantee Period fixed annuity settlement option shall be 
automatically effective. If no valid selection of a settlement option has 
been made by the Maturity Date and two Annuitants are living on the Maturity 
Date, the Joint and Survivor 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 or Option 5V 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 LB agree to a different payment 
schedule. However, if the Accumulated Value at the Maturity Date is less 
than $2,000 or would not result in a payment of at least $25, LB 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 if a single settlement 
option is chosen, or $25 on each basis if a combination of variable and 
fixed options is chosen, LB may change the frequency of payments to 
intervals that will result in payments of at least $25 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 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. LB 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. LB 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 LB of any Written 
Notice, premium payment, telephone instruction or other communication is the 
actual date it is received at LB'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

LB 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 LB 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, LB, 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 LB'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. LB 
does not make any guarantee regarding the tax status of any Contract. Each 
person concerned should consult a qualified tax adviser.

Variable Account Tax Status

The Internal Revenue Code of 1986, as amended (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, LB anticipates no tax liability 
resulting from the Contracts, and consequently no reserve for income taxes 
is currently charged against, or maintained by LB with respect to, the 
Contracts. LB is currently exempt from state and local taxes. 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 10% 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 purchase 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 unless one of the above-
described conditions has been satisfied. 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, LB 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 LB.

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.

Section 457 Plans. Section 457 of the Code permits states, local governments 
and tax-exempt organizations to establish deferred compensation plans on 
behalf of their employees. Such plans may permit the purchase of the 
Contracts to provide benefits under the plans. 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 LB 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 LB 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. 
LB 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 LB's understanding of current 
Federal income tax law. LB 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 LB 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, LB 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 LB 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 the 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 LB does not 
receive timely voting instructions, or which are not attributable to 
Contract Owners, will be voted by LB in proportion to the instructions 
received from all Contract Owners. Any Portfolio shares held by LB or its 
affiliates in general accounts will, for voting purposes, be allocated to 
all separate accounts of LB 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 LB and the Variable Account are also 
parties. The Contracts are sold through LB Representatives who are licensed 
by state insurance officials to sell the Contracts. These LB Representatives 
are also registered representatives of LBSC. The Contracts are offered in 
all states where LB is authorized to sell variable annuities.

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


   
                              YEAR 2000

LB 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 LB'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.  LB 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 LB.  The Year 2000 readiness of other third parties whose 
system failures could have an impact on LB'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

There are no legal proceedings to which the Variable Account is a party or 
to which the assets of the Variable Account are subject.  Neither LB nor 
LBSC are involved in any litigation that is of material importance in 
relation to their total assets or that relates to the Variable Account.

                                 LEGAL MATTERS

   
All matters of applicable state law pertaining to the Contracts, including 
LB's right to issue the Contracts thereunder, have been passed upon by James 
M. Odland, Counsel for LB. 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 LB and the Variable Account are contained in the 
Statement of Additional Information.

The financial statements of LB 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 auditing and accounting.

                               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 
and the Statement of Additional Information do 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, LB 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
Custody of Assets                                                2
Independent Accountants and Financial Statements                 2
Distribution of the Contracts                                    2
Calculation of Performance                                       3
   Money Market Subaccount                                       3
   Other Subaccounts                                             3
Financial Statements of Variable Account                         7
Comment on Financial Statements of LB                           18
Financial Statements of LB                                      18

                   How To Obtain the INDIVIDUAL FLEXIBLE PREMIUM
                            VARIABLE ANNUITY CONTRACT
                        Statement of Additional Information

                          Send this request form to:
                               Lutheran Brotherhood
                               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. LB 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 LB and are invested in those assets chosen by LB and 
allowed by applicable law. LB 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, if applicable.

Under the Fixed Account option, LB 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 3% per year, compounded 
daily. LB may credit interest at a rate in excess of 3% per year; however, 
LB is not obligated to credit any interest in excess of 3% per year. There 
is no specific formula for the determination of excess interest credits. 
Such credits, if any, will be determined by LB based on information as to 
expected investment yields. Some of the factors that LB may consider in 
determining whether to credit interest above 3% to amounts allocated to the 
Fixed Account, and the amount thereof, are general economic trends, rates of 
return currently available and anticipated on LB's investments, regulatory 
and tax requirements and competitive factors. ANY INTEREST CREDIT TO AMOUNTS 
ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF 3% PER YEAR WILL BE DETERMINED 
AT THE SOLE DISCRETION OF LB. THE CONTRACT OWNER ASSUMES THE RISK THAT 
INTEREST CREDITED TO FIXED ACCOUNT ALLOCATIONS MAY NOT EXCEED THE MINIMUM 
GUARANTEE OF 3% FOR ANY GIVEN YEAR. 

Nonetheless, for any amount allocated or transferred to the Fixed Account, 
LB 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 LB.

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, LB(VIP) 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

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 ("LB").  Purchase payments 
will be allocated to one or more Subaccounts of LB Variable Annuity Account 
I (the "Variable Account"), a separate account of LB and/or to the Fixed 
Account (which is the general account of LB, 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, 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
CUSTODY OF ASSETS                                                  2
INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS                   2
DISTRIBUTION OF THE CONTRACTS                                      2
CALCULATION OF PERFORMANCE                                         3
  Money Market Subaccount                                          3
  Other Subaccounts                                                3
FINANCIAL STATEMENTS OF VARIABLE ACCOUNT                           7
COMMENT ON FINANCIAL STATEMENTS OF LB                             18
FINANCIAL STATEMENTS OF LB                                        18
       --------------------------------------------------

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


                             INTRODUCTION

The Contracts are issued by LB.  Lutheran Brotherhood, a fraternal benefit 
society owned and operated for its members, was founded in 1917 under the 
laws of the State of Minnesota.  LB is currently licensed to transact life 
insurance business in all 50 states and the District of Columbia.  At the 
end of 1997, LB had total assets of approximately $13.2 billion.  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 LB and/or to 
the Fixed Account (which is the general account of LB, 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 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 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 LB.
    

                              CUSTODY OF ASSETS

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

The financial statements of LB should be considered only as bearing upon the 
ability of LB to meet its obligations under the Contracts. The financial 
statements of LB 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 LB and the Variable Account 
are also parties. The Contracts are sold through LB Representatives who are 
licensed by state insurance officials to sell the Contracts. These LB 
Representatives are also registered representatives of LBSC.  The Contracts 
are offered in all states where LB 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 mean (or median) account size under a substantially 
identical contract issued by an LB affiliate. 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                                       $0.001337

Base Period Return:
Net change in account value divided by beginning account value    $0.000685

Annualized Current Yield [0.000685 X (365/7)]                          4.51%

Effective Yield (0.000685 + 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 of a substantially identical contract 
issued by an LB affiliate 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                                      $3,341,114
Expenses accrued for the base period                          $  522,260
                                                             ------------
                                                              $2,818,854(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 ($27.484584 x 15,507,278 Units) =               $426,211,085(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) =                         0.006614(C)

Adding one and raising total to the 
  6th power (C + 1)6=                                          1.040344(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                                      $1,381,688
Expenses accrued for the base period                          $  299,516
                                                            ------------
                                                              $1,082,172(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 ($20.855132 x 11,716,363 Units) =                $244,346,297(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) =                           0.004429(C)
Adding one and raising total to the 6th power (C + 1)6 =         1.026869(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 
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. For 
periods prior to February 1, 1994, total return figures are based on a 
hypothetical Contract assumed to have been invested in a Portfolio of the 
Fund when that Portfolio was first available for investment under a variable 
annuity contract issued by an LB affiliate, Lutheran Brotherhood Variable 
Insurance Products Company.  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. 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 of a hypothetical Contract invested in the Growth 
Portfolio of the Fund from the date the Portfolio was first available for 
investment under a contract issued by an LB affiliate 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 of a hypothetical Contract invested in the High Yield 
Portfolio of the Fund from the date the Portfolio was first available for 
investment under a contract issued by an LB affiliate 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)                    $2,749

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 of a hypothetical Contract invested in the Income 
Portfolio of the Fund from the date the Portfolio was first available for 
investment under a contract issued by an LB affiliate 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 of a hypothetical Contract invested in the Money 
Market Portfolio of the Fund from the date the Portfolio was first available 
for investment under a contract issued by an LB affiliate 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 and the Accumulated Value is less than 
$5,000.  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
                                   [PRICE WATERHOUSE LOGO HERE]

                    Report of Independent Accountants

To Lutheran Brotherhood and Contract 
    Owners of LB 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 LB Variable Annuity 
Account 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'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>
<CAPTION>


LB 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. 16,044,702 
shares at net asset value of $11.55 per share 
(cost $185,912,564)                                                     $185,291,954
Receivable from LB for units issued                                          358,026
                                                                        ------------
Total assets                                                             185,649,980
                                                                        ------------
LIABILITIES:
Payable to LB for mortality and expense 
risk charge                                                                  179,963
                                                                        ------------
Total liabilities                                                            179,963
                                                                        ------------
NET ASSETS                                                              $185,470,017
                                                                        ============
Number of units outstanding                                               15,755,047
                                                                        ============
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                                                         $1,002,172
Mortality and expense risk charge                                       (1,633,865)
                                                                      ------------
Net investment loss                                                       (631,693)
                                                                      ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on investments                                            20,285
Net change in unrealized appreciation
of investments                                                           3,255,747
                                                                      ------------
Net gain on investments                                                  3,276,032
                                                                      ------------
Net increase in net assets resulting 
from operations                                                         $2,644,339
                                                                      ============

</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                                               $(631,693)        $(399,451)
Net realized gain on investments                                     20,285         3,482,409
Net change in unrealized appreciation or depreciation
of investments                                                    3,255,747        (3,876,358)
                                                               ------------      ------------
Net change in net assets resulting from operations                2,644,339          (793,400)
                                                                ------------     ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                        69,812,923       82,789,088
Net asset value of units redeemed                                 (4,283,131)      (1,318,472)
Transfers from other subaccounts                                  25,429,696       28,509,130
Transfers to other subaccounts                                   (13,400,910)      (4,938,549)
Transfers from fixed account                                         318,086        1,050,449
Transfers to fixed account                                          (309,720)         (39,512)
                                                                ------------     ------------
Net increase in net assets from unit transactions                 77,566,944      106,052,134
                                                                ------------     ------------
Net increase in net assets                                        80,211,283      105,258,734
NET ASSETS:
Beginning of period                                              105,258,734               --
                                                                ------------     ------------
End of period                                                   $185,470,017     $105,258,734
                                                                ============     ============

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

</TABLE>



<TABLE>
<CAPTION>


LB 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. 12,453,704 
shares at net asset value of $11.12 per share 
(cost $134,853,503)                                                   $138,492,409
Receivable from LB for units issued                                        192,628
                                                                      ------------
Total assets                                                           138,685,037
                                                                      ------------
LIABILITIES:
Payable to LB for mortality and expense 
risk charge                                                                135,687
                                                                      ------------
Total liabilities                                                          135,687
                                                                      ------------
NET ASSETS                                                            $138,549,350
                                                                      ============
Number of units outstanding                                             12,470,902
                                                                      ============
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                                                         $1,567,986
Mortality and expense risk charge                                       (1,239,329)
                                                                      ------------
Net investment income                                                      328,657
                                                                      ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on investments                                            72,345
Net change in unrealized depreciation
of investments                                                            (494,823)
                                                                      ------------
Net loss on investments                                                   (422,478)
                                                                      ------------
Net decrease in net assets resulting
from operations                                                           $(93,821)
                                                                      ============

</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                                              $328,657         $217,288
Net realized gain on investments                                     72,345              990
Net change in unrealized appreciation or depreciation
of investments                                                     (494,823)       4,133,732
                                                               ------------     ------------
Net change in net assets resulting from operations                  (93,821)       4,352,010
                                                               ------------     ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                       56,715,967       53,280,698
Net asset value of units redeemed                                (3,028,143)      (1,095,783)
Transfers from other subaccounts                                 17,992,353       19,907,516
Transfers to other subaccounts                                   (7,431,894)      (2,825,123)
Transfers from fixed account                                        197,461          798,420
Transfers to fixed account                                         (197,878)         (22,433)
                                                               ------------     ------------
Net increase in net assets from unit transactions                64,247,866       70,043,295
                                                               ------------     ------------
Net increase in net assets                                       64,154,045       74,395,305

NET ASSETS:
Beginning of period                                              74,395,305               --
                                                               ------------     ------------
End of period                                                  $138,549,350      $74,395,305
                                                               ============     ============

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

</TABLE>



<TABLE>
<CAPTION>


LB Variable Annuity Account I
Growth Subaccount
Financial Statements

Statement of Assets and Liabilities
December 31, 1997

<S>                                                                 <C>

ASSETS:
Investment in LB Series Fund, Inc. 33,949,073
shares at net asset value of $21.58 per share 
(cost $599,058,938)                                                   $732,745,348
Receivable from LB for units issued                                        944,021
                                                                      ------------
Total assets                                                           733,689,369
                                                                      ------------
LIABILITIES:
Payable to LB for mortality and expense 
risk charge                                                                711,243
                                                                      ------------
Total liabilities                                                          711,243
                                                                      ------------
NET ASSETS                                                            $732,978,126
                                                                      ============
Number of units outstanding                                             19,279,447
                                                                      ============
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                                                         $6,502,161
Mortality and expense risk charge                                       (6,334,044)
                                                                      ------------
Net investment income                                                      168,117
                                                                      ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on investments                                        61,772,252
Net change in unrealized appreciation
of investments                                                          76,572,734
                                                                      ------------
Net gain on investments                                                138,344,986
                                                                      ------------
Net increase in net assets resulting 
from operations                                                       $138,513,103
                                                                      ============

</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                                               $168,117       $1,110,052
Net realized gain on investments                                  61,772,252       27,647,204
Net change in unrealized appreciation or depreciation
of investments                                                    76,572,734       28,567,353
                                                                ------------     ------------
Net increase in net assets resulting from operations             138,513,103       57,324,609
                                                                ------------     ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                       190,243,960      169,902,448
Net asset value of units redeemed                                (20,194,521)      (8,581,093)
Transfers from other subaccounts                                  49,173,572       37,521,563
Transfers to other subaccounts                                   (31,446,677)     (38,282,281)
Transfers from fixed account                                         844,149        1,379,808
Transfers to fixed account                                        (1,825,504)        (356,880)
                                                                ------------     ------------
Net increase in net assets from unit transactions                186,794,979      161,583,565
                                                                ------------     ------------
Net increase in net assets                                       325,308,082      218,908,174

NET ASSETS:
Beginning of period                                              407,670,044      188,761,870
                                                                ------------     ------------
End of period                                                   $732,978,126     $407,670,044
                                                                ============     ============

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

</TABLE>



<TABLE>
<CAPTION>


LB 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. 41,395,137 
shares at net asset value of $10.44 per share 
(cost $415,114,048)                                                   $432,025,087
Receivable from LB for units issued                                        773,573
                                                                      ------------
Total assets                                                           432,798,660
                                                                      ------------
LIABILITIES:
Payable to LB for mortality and 
expense risk charge                                                        421,279
                                                                      ------------
Total liabilities                                                          421,279
                                                                      ------------
NET ASSETS                                                            $432,377,381
                                                                      ============
Number of units outstanding                                             15,720,991
                                                                      ============
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                                                        $32,529,124
Mortality and expense risk charge                                       (3,778,143)
                                                                      ------------
Net investment income                                                   28,750,981
                                                                      ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on investments                                             6,266
Net change in unrealized appreciation
of investments                                                          13,269,345
                                                                      ------------
Net gain on investments                                                 13,275,611
                                                                      ------------
Net increase in net assets resulting 
from operations                                                        $42,026,592
                                                                      ============

</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                                            $28,750,981      $16,393,047
Net realized gain on investments                                       6,266              682
Net change in unrealized appreciation or depreciation
of investments                                                    13,269,345        1,879,021
                                                               -------------    -------------
Net increase in net assets resulting from operations              42,026,592       18,272,750
                                                               -------------    -------------
UNIT TRANSACTIONS:
Proceeds from units issued                                       132,360,574      122,024,025
Net asset value of units redeemed                                (13,827,786)      (6,153,855)
Transfers from other subaccounts                                  31,697,501       22,925,879
Transfers to other subaccounts                                   (18,330,438)     (21,972,449)
Transfers from fixed account                                         547,725        1,085,659
Transfers to fixed account                                        (1,028,730)        (282,809)
                                                               -------------    -------------
Net increase in net assets from unit transactions                131,418,846      117,626,450
                                                               -------------    -------------
Net increase in net assets                                       173,445,438      135,899,200

NET ASSETS:
Beginning of period                                              258,931,943      123,032,743
                                                               -------------    -------------
End of period                                                   $432,377,381     $258,931,943
                                                               =============    =============

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

</TABLE>



<TABLE>
<CAPTION>


LB 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. 24,979,281 
shares at net asset value of $9.92 per share
(cost $241,863,237)                                                   $247,714,728
Receivable from LB for units issued                                        252,846
                                                                      ------------
Total assets                                                           247,967,574
                                                                      ------------
LIABILITIES:
Payable to LB for mortality and expense 
risk charge                                                                241,558
                                                                      ------------
Total liabilities                                                          241,558
                                                                      ------------
NET ASSETS                                                            $247,726,016
                                                                      ============
Number of units outstanding                                             11,878,420
                                                                      ============
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                                                        $13,839,146
Mortality and expense risk charge                                       (2,281,315)
                                                                      ------------
Net investment income                                                   11,557,831
                                                                      ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on investments                                             8,983
Net change in unrealized appreciation
of investments                                                           4,025,454
                                                                      ------------
Net gain on investments                                                  4,034,437
                                                                      ------------
Net increase in net assets resulting 
from operations                                                        $15,592,268
                                                                      ============

</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                                            $11,557,831       $7,707,218
Net realized gain on investments                                       8,983            7,088
Net change in unrealized appreciation or depreciation
of investments                                                     4,025,454       (2,869,862)
                                                                ------------     ------------
Net increase in net assets resulting from operations              15,592,268        4,844,444
                                                                ------------     ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                        65,314,529       82,629,245
Net asset value of units redeemed                                 (9,593,742)      (5,629,826)
Transfers from other subaccounts                                  16,778,453       14,441,126
Transfers to other subaccounts                                   (15,507,951)     (20,758,730)
Transfers from fixed account                                         247,864          580,605
Transfers to fixed account                                          (884,697)        (444,722)
                                                                ------------     ------------
Net increase in net assets from unit transactions                 56,354,456       70,817,698
                                                                ------------     ------------
Net increase in net assets                                        71,946,724       75,662,142

NET ASSETS:
Beginning of period                                              175,779,292      100,117,150
                                                                ------------     ------------
End of period                                                   $247,726,016     $175,779,292
                                                                ============     ============

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

</TABLE>



<TABLE>
<CAPTION>


LB 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. 53,347,259 
shares at net asset value of $1.00 per share
(cost $53,347,259)                                                     $53,347,259
Receivable from LB for units issued                                        336,378
                                                                      ------------
Total assets                                                            53,683,637
                                                                      ------------
LIABILITIES:
Payable to LB for mortality and expense 
risk charge.                                                                52,104
                                                                      ------------
Total liabilities                                                           52,104
                                                                      ------------
NET ASSETS                                                             $53,631,533
                                                                      ============
Number of units outstanding                                             34,676,637
                                                                      ============
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                                                         $2,643,400
Mortality and expense risk charge                                         (551,946)
                                                                      ------------
Net investment income                                                   $2,091,454
                                                                      ============

</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                                             $2,091,454       $1,262,199
                                                                ------------     ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                        64,588,565       59,027,074
Net asset value of units redeemed                                 (3,375,750)      (1,675,110)
Transfers from other subaccounts                                  28,246,878       13,036,406
Transfers to other subaccounts                                   (83,200,583)     (47,564,488)
Transfers from fixed account                                         787,334          546,795
Transfers to fixed account                                        (1,532,524)      (1,094,085)
                                                                ------------     ------------
Net increase in net assets from unit transactions                  5,513,920       22,276,592
                                                                ------------     ------------
Net increase in net assets                                         7,605,374       23,538,791

NET ASSETS:
Beginning of period                                               46,026,159       22,487,368
                                                                ------------     ------------
End of period                                                    $53,631,533      $46,026,159
                                                                ============     ============

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

</TABLE>




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

(1) ORGANIZATION

The LB 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 
(LB) in 1993, pursuant to the laws of the State of Minnesota. LB 
offers financial services to Lutherans and is a fraternal benefit 
society owned by and operated for its members. 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 LB. Under applicable 
insurance law, the assets and liabilities of the Variable Account 
are clearly identified and distinguished from the other assets and 
liabilities of LB. The assets of the Variable Account will not be 
charged with any liabilities arising out of any other business 
conducted by LB.

(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

LB qualifies as a tax-exempt organization under the Internal Revenue 
Code. Accordingly, no provision for income taxes has been charged 
against 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 for units issued represent 
gross contract premiums received by LB. No charge for sales 
distribution expense is deducted from premiums received.

A surrender charge is deducted by LB 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. 
Surrender charges of $816,199 and $336,096 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 
LB 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 for which total premiums paid, less surrenders, equals or 
exceeds $5,000. No administrative charge is payable during the 
annuity period. Administrative charges of $295,514 and $165,767 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 LB 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 $15,818,642 and 
$8,169,646 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 LB and 
invested by LB 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 $2,236,434 and $3,201,295 in 1997 and 1996, respectively.




<TABLE>
<CAPTION>


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

(4) UNIT ACTIVITY

Transactions in 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           7,742,874         5,577,895        5,274,785         15,771,786
  Units issued             9,659,172           7,335,630           8,077,479         6,430,892        5,401,769         52,009,809
  Units redeemed            (733,941)           (526,567)         (2,011,176)       (1,376,109)      (1,610,194)       (36,757,376)
                      --------------      --------------      --------------    --------------   --------------     --------------
Units outstanding at
December 31, 1996          8,925,231           6,809,063          13,809,177        10,632,678        9,066,360         31,024,219
  Units issued             8,717,193           6,845,002           7,373,534         6,664,785        4,338,746         63,079,116
  Units redeemed          (1,887,377)         (1,183,163)         (1,903,264)       (1,576,472)      (1,526,686)       (59,426,698)
                      --------------      --------------      --------------    --------------   --------------     --------------
Units outstanding at
December 31, 1997         15,755,047          12,470,902          19,279,447        15,720,991       11,878,420         34,676,637
                      ==============      ==============      ==============    ==============   ==============     ==============

<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             $108,462,323         $69,846,540        $190,486,874      $133,738,546      $79,688,912        $40,423,773
  Sales                      101,856              60,816              17,012            64,594          777,602         17,362,280
For the year ended 
December 31, 1997
  Purchases               77,878,517          65,101,401         250,228,610       160,898,635       69,354,377         35,455,852
  Sales                      357,743              36,473           1,026,398           146,129        1,128,583         27,215,621

</TABLE>



                   COMMENTS ON FINANCIAL STATEMENTS OF LB

The financial statements of LB included in this Statement of Additional 
Information should be considered as bearing only upon the ability of LB 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 LB should not be considered 
as bearing on the investment performance of the assets held in the Variable 
Account.


                           FINANCIAL STATEMENTS OF LB

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

Report of Independent Accountants


March 12, 1998

To The Board of Directors and Members
  of Lutheran Brotherhood

In our opinion, the accompanying consolidated balance sheet and the related 
consolidated statements of income, of members' equity and of cash flows 
present fairly, in all material respects, the financial position of Lutheran 
Brotherhood (the Society) and its subsidiaries at December 31, 1997 and 
1996, and the results of their operations and their 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 Society'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                               $ 6,977     $ 6,200
  Equity securities available for sale, at fair value        651         532
Mortgage loans                                             2,258       2,437
Real estate                                                   42          45
Loans to contractholders                                     675         652
Short-term investments                                       211         219
Other invested assets                                        142          96
                                                         -------     -------
    Total investments                                     10,956      10,181

Cash and cash equivalents                                    553         500
Deferred policy acquisition costs                            903         915
Investment income due and accrued                            127         117
Other assets                                                 112         101
Separate account assets                                    5,451       4,011
                                                         -------     -------
    Total assets                                         $18,102     $15,825
                                                         =======     =======

  LIABILITIES AND MEMBERS' EQUITY

Liabilities:
  Contract reserves                                      $ 9,551     $ 9,268
  Benefits in the process of payment                          41          37
  Dividends payable                                           92          84
  Amounts due to brokers                                     482         376
  Other liabilities                                          240         209
  Separate account liabilities                             5,451       4,011
                                                         -------     -------
    Total liabilities                                     15,857      13,985

Members' equity:
  Net unrealized gains                                       277         120
  Retained earnings                                        1,968       1,720
                                                         -------     -------
    Total members' equity                                  2,245       1,840
                                                         -------     -------
    Total liabilities and members' equity                $18,102     $15,825
                                                         =======     =======

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



                                                    1997     1996     1995

Revenues:
  Premiums                                         $  482   $  457   $  442
  Net investment income                               769      719      706
  Net realized investment gains                       127       66       63
  Contract charges                                    148      126      107
  Other income                                         77       73       55
                                                   ------   ------   ------
    Total revenues                                  1,603    1,441    1,373

Benefits and other deductions:
  Net additions to contract reserves                  294      280      269
  Contractholder benefits                             574      563      544
  Dividends                                           177      164      155
  Commissions                                          95       96       86
  Operating expenses                                  180      154      136
  Increase in deferred policy acquisition costs       (37)     (63)     (50)
  Fraternal activities                                 63       59       50
                                                   ------   ------   ------
    Total benefits and other deductions             1,346    1,253    1,190

Income before income taxes                            257      188      183

Provision for income taxes                              9       11       11
                                                   ------   ------   ------
Net income                                         $  248   $  177   $  172
                                                   ======   ======   ======

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


                                   Unrealized Gains (Losses)          Total
                                    -------------------------
                                              Acquisition Retained  Members'
                                     Investments  Costs    Earnings   Equity

Balance at December 31, 1994            $(226)    $  78    $1,371    $1,223
1995 transactions:
  Net income                                -         -       172       172
  Unrealized gains (losses)               572      (200)        -       372
                                        -----      ----    ------    ------

Balance at December 31, 1995              346      (122)    1,543     1,767
1996 transactions:
  Net income                                -         -       177       177
  Unrealized gains (losses)              (179)       75         -      (104)
                                         -----      ----    ------    ------

Balance at December 31, 1996              167       (47)    1,720     1,840
1997 transactions:
  Net income                                -         -       248       248
  Unrealized gains (losses)               206       (49)        -       157
                                        -----      ----    ------    ------

Balance at December 31, 1997            $ 373     $ (96)   $1,968    $2,245
                                        =====     =====    ======    ======

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


                                             1997        1996        1995

Cash flows from operating activities:
  Net income                                $   248     $   177     $   172
  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
    Depreciation and amortization               (10)         (4)          3
    Deferred policy acquisition costs           (37)        (63)        (50)
    Equity in earnings of other invested
     assets                                     (26)        (13)
    Realized investment (gains) and
     losses, net                               (127)        (66)        (63)
  Change in operating assets and liabilities:
    Loans to contractholders                    (23)        (24)        (31)
    Other assets                                 (7)        (10)        (32)
    Contract reserves                           283         235         626
    Other liabilities                            43          49          34
                                            -------     -------     -------
      Total adjustments                          96         104         487
                                            -------     -------     -------
      Net cash provided by
       operating activities                     344         281         659
                                            -------     -------     -------

Cash flows from investing activities:
  Proceeds from investments sold, 
   matured or repaid:
    Fixed income securities available
     for sale                                 8,061       8,588       4,703
    Equity securities available for sale        688         430         351
    Mortgage loans                              431         265         170
    Short-term investments                      553         678         592
    Other invested assets                        18          56          13
  Costs of investments acquired
    Fixed income securities available 
     for sale                                (8,527)     (8,917)     (4,893)
    Equity securities available for sale       (703)       (509)       (464)
    Mortgage loans                             (245)       (295)       (426)
    Short-term investments                     (539)       (729)       (675)
    Other invested assets                       (28)        (12)        (32)
                                             -------     -------     -------
      Net cash used in investing activities    (291)       (445)       (661)
                                             -------     -------     -------

Net increase (decrease) in cash 
 and cash equivalents                            53        (164)         (2)
                                             -------     -------     -------
Cash and cash equivalents, beginning
  of year                                       500         664         666
                                            -------     -------     -------
Cash and cash equivalents, end of year      $   553     $   500     $   664
                                            =======     =======     =======

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




1.  ORGANIZATION AND BASIS OF PRESENTATION

NATURE OF OPERATIONS AND PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of 
Lutheran Brotherhood (the Society), a fraternal benefit organization 
offering life insurance and related financial service products as well as 
fraternal benefits for Lutherans throughout the United States.  Also 
included in the accounts of the Society are its wholly owned subsidiary, 
Lutheran Brotherhood Financial Corporation (LBFC), which is the parent 
company of Lutheran Brotherhood Variable Insurance Products Company (LBVIP), 
a stock life insurance company; an investment adviser; a broker-dealer; a 
real estate development company and a property and casualty agency.  All 
significant intercompany balances and transactions have been eliminated in 
consolidation.


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 8.

Carrying value of investments is determined as follows:

  Fixed income securities                  Fair value
  Equity securities                        Fair value
  Mortgage loans on real estate            Amortized cost less 
                                            impairment allowance
  Investment real estate                   Cost less accumulated 
                                            depreciation and impairment 
                                            allowance
  Real estate joint ventures               Equity accounting method
  Real estate acquired through             Lower of cost or fair value
   foreclosure                              less estimated cost to sell
  Loans to contractholders                 Unpaid principal balance
  Short-term investments                   Amortized cost
  Other invested assets                    Equity accounting method

Fixed income securities which may be sold prior to maturity and equity 
securities (common stock and nonredeemable preferred stock) are classified 
as available for sale.

Realized investment gains and losses on sales of securities are determined 
on a specific identification method for fixed income securities and the 
average cost method for equity securities and are reported in the 
Consolidated Statement of Income.  Unrealized investment gains and losses on 
fixed income and equity securities classified as available for sale, net of 
the impact of unrealized investment gains and losses on deferred 
acquisitions costs, are excluded from net income and reported in a separate 
component of members' equity.

Mortgage loans are considered impaired when it is probable that the Society 
will be unable to collect all amounts according to the contractual terms of 
the loan agreement.  Real estate is considered impaired when the carrying 
value exceeds the fair value.  In cases where impairment is present, 
valuation allowances are utilized and netted against the asset categories to 
which they apply and changes in the valuation allowances are included in 
realized investment gains or losses.

DEFERRED ACQUISITION COSTS
Those costs of acquiring new business, which vary with and are primarily 
related to the production of new business, have been deferred.  Such costs 
include commissions, certain costs of contract issuance and underwriting, 
and certain variable agency expenses.  Deferred contract acquisition costs 
are subject to recoverability testing at the time of contract issue and loss 
recognition testing at the end of each accounting period.  Deferred policy 
acquisition costs are adjusted for the impact of unrealized gains or losses 
on investments as if those gains or losses had been realized, with 
corresponding credits or charges included in equity.

For participating-type long duration contracts, deferred acquisition costs 
are amortized over the expected average life of the contracts in proportion 
to estimated gross 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.

For universal life-type and investment-type contracts, deferred acquisition 
costs are amortized over the average expected life of the contracts in 
proportion to estimated gross profits from mortality, investment, and 
expense margins and surrender charges.  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.

For health insurance and certain term life insurance contracts, deferred 
acquisition costs are amortized over the average expected premium paying 
period, in proportion to expected premium revenues at the time of issue.

SEPARATE ACCOUNT ASSETS AND LIABILITIES 
Separate account assets include segregated funds invested by the Society 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 Society.  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 Society's consolidated net income.

DERIVATIVE FINANCIAL INSTRUMENTS
The Society's current utilization of derivative financial instruments is not 
significant.  Most of the Society's derivative transactions are used to 
reduce or modify interest rate risk and to replicate assets in certain 
markets.  These strategies use option contracts, interest rate swaps and 
structured securities.  The Society does not use derivative instruments for 
speculative purposes.  Changes in the market value of these contracts are 
deferred and realized upon disposal of the hedged assets.  The effect of 
derivative transactions is not significant to the Society's results from 
operations or financial position.

OTHER ASSETS
Other assets include property and equipment reported at depreciated cost.  
The Society provides for depreciation of property and equipment using the 
straight-line method over the useful lives of the assets which are three to 
ten years for equipment and forty years for property. 

FUTURE CONTRACT BENEFITS
Liabilities for future contract benefits on participating-type long duration 
contracts are the net level premium reserve for death benefits.  Liabilities 
are calculated using dividend fund interest rates and mortality rates 
guaranteed in calculating cash surrender values.

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

Liabilities for future contract benefits on health insurance and certain 
term life insurance contracts are calculated using the net level premium 
method and assumptions as to investment yields, mortality, morbidity and 
withdrawals.  The assumptions, made at the time of issue, are based on best 
estimates of expected experience and include provision for possible adverse 
deviation.  

Use of these actuarial tables and methods involves estimation of future 
mortality and morbidity based on past experience.  Actual future experience 
could differ from these estimates.

PREMIUM REVENUE AND BENEFITS TO CONTRACTHOLDERS
RECOGNITION OF CERTAIN PARTICIPATING-TYPE CONTRACTS REVENUE AND BENEFITS TO 
CONTRACTHOLDERS

Participating contracts are long-duration participating contracts with 
expected dividends to contractholders based on actual experience for which 
contractholder dividends are paid in accordance with the contribution 
principle.  Premiums are recognized as revenues when due.  Death and 
surrender benefits incurred are reported as expenses.  Dividends to 
contractholders based on estimates of amounts to be paid for the period are 
reported separately as expenses.

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 Society 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.

RECOGNITION OF TERM LIFE, HEALTH AND ANNUITY PREMIUM REVENUE AND BENEFITS TO 
CONTRACTHOLDERS

Products with fixed and guaranteed premiums and benefits consist principally 
of health insurance contracts, certain term life contracts and annuities 
with life contingencies (immediate annuities). Premiums are recognized as 
revenue when due.  Benefits and expenses are associated with earned premiums 
so as to result in recognition of profits over the life of the contracts.  
This association is accomplished by means of the provision for liabilities 
for future contract benefits and the amortization of deferred contract 
acquisition costs.

DIVIDENDS
The dividend scale, approved annually by the Board of Directors, seeks to 
achieve equity among contractholders.  Dividends charged to operations 
represent an estimation of those incurred during the current year.

INCOME TAXES
Lutheran Brotherhood qualifies as a tax-exempt organization under the 
Internal Revenue Code.  Accordingly, no provision for income taxes has been 
made.  Lutheran Brotherhood's subsidiary, Lutheran Brotherhood Financial 
Corporation (LBFC) is a taxable entity.  LBFC and its subsidiaries file a 
consolidated federal income tax return.  Federal income taxes are charged or 
credited to operations based upon 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 provision for income taxes reflected on the Consolidated Statement of 
Income consisted of federal and state income tax expense of $9.  At December 
31, 1997, LBFC had recorded a deferred federal income tax liability of $26.  
The deferred tax liability is mainly due to the net effect of the temporary 
differences of reserves held for future benefits and deferred acquisitions 
costs as computed for financial statement and tax return purposes.

3.  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                  $1,076      $ 30      $        $1,106
  Mortgage-backed securities        1,976        58        1       2,033
  Non-investment grade bonds          467        22        1         488
  All other corporate bonds         3,180       189       19       3,350
                                   ------      ----      ---      ------
Total available for sale           $6,699      $299      $21      $6,977
                                   ======      ====      ===      ======


                               Available for Sale (Carried at Fair Value)
                                           December 31, 1996
                               ------------------------------------------
                                 Amortized Unrealized Unrealized   Fair
                                    Cost      Gains     Losses     Value
Fixed income securities:
  U.S. government                  $  635      $  6      $ 4      $  637
  Mortgage-backed securities        2,225        26       16       2,235
  Non-investment grade bonds          376        14        3         387
  All other corporate bonds         2,860       105       24       2,941
                                   ------      ----      ---      ------
Total available for sale           $6,096      $151      $47      $6,200
                                   ======      ====      ===      ======


EQUITY SECURITIES
Investments in equity securities and preferred stock at December 31, 1997 
and 1996 are as follows:

                                                        1997        1996

Cost                                                    $560        $469
Gross unrealized gains                                   110          75
Gross unrealized losses                                   19          12
                                                        ----        ----
Carrying value                                          $651        $532
                                                        ====        ====

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                                    $   55        $   55
After one year through five years                    1,068         1,109
After five years through ten years                   1,635         1,699
After ten years                                      1,966         2,081
Mortgage-backed securities                           1,975         2,033
                                                    ------        ------
    Total available for sale                        $6,699        $6,977
                                                    ======        ======


Mortgage Loans and Real Estate:  The Society's mortgage loans and real 
estate investments are diversified by property type and location and, for 
mortgage loans, borrower and loan size.

At December 31, the carrying values of mortgage loans and real estate 
investments were as follows:

                                                     1997          1996
Mortgage loans:
  Residential and commercial                        $1,945        $2,132
  Loans to Lutheran Churches                           313           305
                                                    ------        ------
    Total mortgage loans                            $2,258        $2,437
                                                    ======        ======

Real estate:
  To be disposed of                                 $    2        $   12
  To be held and used                                   40            33
                                                    ------        ------
    Total real estate                               $   42        $   45
                                                    ======        ======


SECURITIES LOANED
To generate additional income, the Society participates in a securities 
lending program administered by the Society's custodian bank.  Securities 
are periodically loaned to brokers, banks and other institutional borrowers 
of securities, for which collateral in the form of cash or U.S. Government 
securities is received by the custodian in an amount at least equal to 102% 
of the market value of the securities loaned.  Collateral received in the 
form of cash is invested in short-term investments by the custodian from 
which earnings are shared between the borrower, custodian and the Society at 
negotiated rates.  The Society may experience delays in recovery of the 
collateral should the borrower of securities fail financially.  As of 
December 31, 1997, the market value of securities loaned and the cash 
collateral received were $283 and $292, respectively.


4.  INVESTMENT INCOME AND REALIZED GAINS AND LOSSES

Investment income summarized by type of investment was as follows:

                                                      1997     1996     1995

Fixed income securities                               $426     $393     $398
Equity securities                                       15       10        9
Mortgage loans                                         202      214      202
Real estate                                             11       15       16
Contract loans                                          44       42       40
Other invested assets                                   42       15       15
Short-term investments                                  55       59       56
                                                      ----     ----     ----
    Gross investment income                            795      748      736

Investment expenses                                     26       29       30
                                                      ----     ----     ----
Net investment income                                 $769     $719     $706
                                                      ====     ====     ====


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                                      $ 68     $ 84     $ 52
  Realized losses                                       40       65       23

Equity securities:
  Realized gains                                       109       62       45
  Realized losses                                       33       27       16

Other investments:
  Realized gains                                        25       22       12
  Realized losses                                        2       10        7
                                                      ----      ---      ---

Total net realized investment gains                   $127      $66      $63
                                                      ====      ===      ===


5.  EMPLOYEE BENEFIT PLANS

PENSION PLANS
DEFINED BENEFIT

Lutheran Brotherhood has noncontributory defined benefit plans which cover 
substantially all employees.  The Society's policy is to fund all accrued 
defined benefit pension costs using the aggregate level value method.  In 
comparison to other acceptable methods, the annual contributions under the 
aggregate level method are generally higher in the earlier years and 
decrease over time.

Components of net pension cost for the year ended December 31 were as 
follows (in thousands):

                                                 1997       1996     1995

Service cost - benefits earned during the year  $ 3,682   $ 3,322   $ 3,181
Interest cost on projected benefit obligations    7,771     7,084     6,745
Actual return on assets                          (7,722)   (6,769)   (6,212)
Net amortization and deferral                       444       127       127
                                                -------   -------   -------
Net pension cost                                $ 4,175   $ 3,764   $ 3,841
                                                =======   =======   =======


The following rates were used in computing the pension cost for each of the 
three years in the period ended December 31:

Discount rates used to determine expense                       8.00%
Assumed rates of compensation increases                        6.00%
Expected long-term rates of return                             8.00%


The following table summarizes the status as of December 31 of the pension 
plan and the amounts for the actuarial present value of benefit obligations 
shown in the accompanying balance sheet at December 31 (in thousands):

                                                     1997          1996
Actuarial present value of benefit obligations:
  Vested benefit obligation                        $ 96,782      $ 88,307
  Accumulated benefit obligation                     99,050        90,340
Projected benefit obligation                        106,821        97,206
Less plan assets at fair value                      101,020        92,427
                                                   --------       -------
Projected benefit obligation in excess of 
  plan assets                                         5,801         4,779

Unrecognized net gain (loss)                           (808)          605
Unrecognized prior service cost 
Unrecognized transition obligation                   (1,412)       (1,539)
                                                   --------      --------
Accrued pension cost included in other
  liabilities                                      $  3,581      $  3,845
                                                   ========      ========


Plan assets are invested primarily in corporate bonds and mortgage loans.  
Plan contributions are accumulated in a deposit administration fund, which 
is a part of the general investment fund of the Society.

The following rates were used in computation of the funded status for the 
plan:

                                               1997      1996

Discount rates used for obligations            8.00%     8.00%
Assumed rates of compensation increases        6.00%     6.00%


DEFINED CONTRIBUTION
The Society has noncontributory defined contribution retirement plans which 
cover substantially all employees and field representatives and a 
noncontributory non-qualified deferred compensation plan which covers 
substantially all of its general agents.  As of January 1, 1997, 
approximately $113 of the defined contribution retirement plans' assets were 
held by the Society and the remaining $101 were held in a separate trust.  
The accrued retirement liability at December 31, 1997, of $130 is included 
in contract reserves.  Expenses related to the retirement plan for the years 
ended December 31, 1997, 1996 and 1995 were $10, $10 and $9, respectively.  
Accumulated vested deferred compensation benefits at December 31, 1997 total 
$53 and are included in other liabilities.

POSTRETIREMENT BENEFITS OTHER THAN PENSION
The Society has no significant obligation for post-retirement medical 
benefits for retirees.  The Society does provide a minor subsidy of certain 
medical benefits for eligible early retirees until age 65.

The Society's post retirement medical benefit plan is currently not funded.  
The accumulated postretirement benefit obligation (APBO) and the accrued 
postretirement benefit liability were $4 and $7, respectively, at December 
31, 1997 and $5 and $7, respectively, at December 31, 1996.  The assumed 
discount rate used in determining the APBO was 8% at December 31, 1997 and 
1996.  Net periodic postretirement benefit costs were $.4 and $.5 for the 
years ended December 31, 1997 and 1996, respectively.

The assumed health care cost trend rate used in measuring the APBO as of 
December 31, 1997 was 12% decreasing gradually to 6% in the year 2007 and 
thereafter.  The assumed health care cost trend rate used in measuring the 
APBO as of December 31, 1997 was 12%, decreasing gradually to 6% in the year 
2007 and thereafter.  A 1% increase in the assumed health care cost trend 
rate for each year would increase the APBO as of December 31, 1997 by 
approximately $1.

The valuation of retirement and post-retirement medical benefits based on 
the actuarial present value of future plan benefits involves estimation of 
future mortality and morbidity.  Actual future experience could differ from 
those estimates.

6.  REINSURANCE

In the normal course of business, the Society seeks to limit its exposure to 
loss on any single insured and to recover a portion of benefits paid by 
ceding business to other insurance enterprises or reinsurers under 
reinsurance contracts.  As of December 31, 1997, total life insurance 
inforce approximated $45 billion, of which approximately $866 had been ceded 
to various reinsurers.  The Society retains a maximum of $2 of coverage per 
individual life.  Premiums ceded to other companies of $6 are reported as a 
reduction in premium income and benefits were reduced by $2 for reinsurance 
recoverable for the year ended December 31, 1997.

Reinsurance contracts do not relieve the Society from its obligations to 
contractholders.  Failure of reinsurers to honor their obligations could 
result in losses to the Society; consequently, allowances are established 
for amounts deemed uncollectible.  The amount of the allowance for 
uncollectible reinsurance receivables was immaterial at December 31, 1997.


7.  COMMITMENTS AND CONTINGENCIES

FINANCIAL COMMITMENTS
The Society has committed to extend credit for mortgage loans of $61 and $66 
at December 31, 1997 and 1996, respectively.  Commitments to other invested 
assets were $5 and $14 at December 31, 1997 and 1996, respectively.


8.  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.

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.

Equity Securities:  Fair value equals carrying value as these securities are 
carried at quoted market value.

Mortgage Loans:  The fair values for mortgage loans are estimated using 
discounted cash flow analyses, using interest rates currently being offered 
in the marketplace for similar loans to borrowers with similar credit 
ratings.

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, Short-Term Investments:  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 and immediate annuities without 
life contingencies were estimated using discounted cash flow analyses using 
similar maturities or by using cash surrender value.

The carrying amounts reported for other investment contracts which includes 
participating pension contracts and retirement plan deposits approximate 
those liabilities' fair value.

Other Deposit Liabilities:  The carrying amounts for dividend accumulations 
and premium deposit funds approximate the liabilities' fair value.


The carrying amounts and estimated fair values of the Society's financial 
instruments are as follows:

                                                1997              1996  
                                         ----------------   ---------------
                                         Carrying    Fair   Carrying   Fair
                                          Amount     Value   Amount    Value
Financial instruments recorded as assets:
  Fixed income securities                  $6,977   $6,977   $6,200   $6,200
  Equity securities                           651      651      532      532
  Mortgage loans:
    Commercial                              1,945    2,039    2,132    2,195
    Church                                    313      317      305      303
  Contract loans                              675      675      652      652
  Cash and cash equivalents                   553      553      500      500
  Short-term investments                      211      211      219      219
  Other financial instruments 
   recorded as assets                         331      331      270      270
Financial instruments recorded as
 liabilities:
  Investment contracts:
    Deferred annuities                      8,244    8,003    7,048    6,832
    Supplementary contracts and
      immediate annuities                     312      312      256     256
  Other deposit liabilities:
    Dividend accumulations                     33       33       33      33
    Premium deposit funds                       3        3        3       3

9.  STATUTORY FINANCIAL INFORMATION

Accounting practices used to prepare statutory financial statements for 
regulatory filing of fraternal life insurance companies differ from 
generally accepted accounting principles.  The following reconciles the 
Society'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 members' 
equity on a generally accepted accounting principles basis.
 
                                                           Year Ended
                                                          December 31,  
                                                       -------------------
                                                        1997        1996

Net change in statutory surplus                        $   210     $   150
Change in asset valuation reserves                          25          40
                                                       -------     -------
    Net change in statutory surplus and asset
     valuation reserves                                    235         190

Adjustments:
  Future contract benefits and contractholders'
   account balances                                        (45)        (52)
  Deferred acquisition costs                                37          63
  Investment gains (losses)                                 13         (11)
  Other, net                                                 8         (13)
                                                       -------     -------
Net income                                             $   248     $   177
                                                       =======     =======


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

Statutory surplus                                      $ 1,021     $   811
Asset valuation reserves                                   242         218
                                                       -------     -------
    Statutory surplus and asset valuation reserves       1,263       1,029

Adjustments:
  Future contract benefits and contractholders'
   account balances                                       (410)       (359)
  Deferred acquisition costs                               903         915
  Interest maintenance reserves                            136         109
  Valuation of investments                                 300         114
  Unearned revenue liability                               (45)        (45)
  Dividend liability                                        92          84
  Other, net                                                 6          (7)
                                                       -------     -------
Members' equity                                        $ 2,245     $ 1,840
                                                       =======     =======


10.  SUPPLEMENTARY FINANCIAL DATA

Following is a condensed synopsis of statutory financial information of the 
Society (excluding affiliated subsidiaries) at December 31, 1997 and 1996.  
This information is included to satisfy certain state reporting requirements 
for fraternals.

                                                          December 31,  
                                                       -------------------
                                                        1997        1996

Invested and other admitted assets                     $11,283     $10,670
Assets held in separate accounts                         1,871       1,108
                                                       -------     -------
    Total assets                                        13,154      11,778
                                                       -------     -------

Contract reserves                                        9,050       8,822
Liabilities related to separate accounts                 1,788       1,057
Other liabilities and assets reserves                    1,295       1,088
                                                       -------     -------
    Total liabilities and asset reserves                12,133      10,967
                                                       -------     -------

Unassigned surplus                                       1,021         811
                                                       -------     -------
    Total liabilities, asset reserves and surplus       13,154      11,778
                                                       -------     -------

Savings from operations before net realized 
 capital gains                                             142         110
Net realized capital gains                                  74          34
                                                       -------     -------
    Net savings from operations                            216         144

Total other changes                                         (6)          6
                                                       -------     -------
Net increase in unassigned surplus                     $   210     $   150
                                                       =======     =======

<PAGE>
                          PART C.  OTHER INFORMATION


Item 24.  Financial Statements and Exhibits

    (a)   Financial Statements:

          Part A: None.

          Part B: Financial Statements of Lutheran Brotherhood.  (1)
                  Financial Statements of LB Variable Annuity Account I. (1)

    (b)   Exhibits:

          1.  Resolution of the Board of Directors of Lutheran Brotherhood 
              ("Depositor") authorizing the establishment of LB 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.  Articles of Incorporation and Bylaws of Depositor.  (1)

          7.  Not Applicable.

          8.  Not Applicable.

          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)(2)

          16. Consent of Counsel.  (1)

________________________________

(1)  Filed herewith.

(2)  Included in post-effective amendment No. 5 to the registration 
statement on Form N-4, Registration No. 33-67012, filed by the Registrant on 
April 30, 1996.


Item 25.  Directors and Officers of the Depositor

     DIRECTORS                         POSITIONS AND OFFICES WITH DEPOSITOR

     Robert O. Blomquist                    Chairman of the Board
     Lutheran Brotherhood                   of Directors
     625 Fourth Avenue South
     Minneapolis, Minnesota

     Robert P. Gandrud                      President, Chief Executive
     Lutheran Brotherhood                   Officer and Director
     625 Fourth Avenue South
     Minneapolis, Minnesota

     Richard W. Duesenberg                  Director
     Retired, formerly Senior Vice President
     General Counsel and Secretary
     Monsanto Company
     One Indian Creek Lane
     St. Louis, Missouri

     Bobby I. Griffin                       Director
     Executive Vice President
     Medtronic, Inc.
     7000 Central Avenue Northeast
     Minneapolis, Minnesota

     William R. Halling                     Director
     The Economic Club of Detroit
     333 W. Fort Street, Suite 100
     Detroit, Michigan

     James M. Hushagen                      Director
     Partner, Eisenhower & Carlson
     1200 First Interstate Plaza
     Tacoma, Washington

     Herbert D. Ihle                        Director
     Retired, formerly President
     Diversified Financial Services
     10453 Shelter Grove
     Eden Prairie, Minnesota

     Richard C. Kessler                     Director
     President
     The Kessler Enterprise, Inc.
     6649 Westwood Boulevard, Suite 130
     Orlando, Florida

     Judith K. Larsen                       Director
     Vice President
     Dataquest
     3790 La Selva
     Palo Alto, California

     Dr. Luther S. Luedtke                  Director
     California Lutheran University
     60 West Olsen Road
     Thousand Oaks, California

     John P. McDaniel                       Director
     President
     Medlantic Healthcare Group
     100 Irving Street, N.W.
     Washington, D.C.  

     Mary Ellen H. Schmider                 Director
     Retired, formerly Dean of Graduate Studies
     Coordinator of Grants
     Moorhead State University
     7701 180th Street
     Chippewa Falls, Wisconsin


     OFFICERS                         POSITIONS AND OFFICES WITH DEPOSITOR

     Robert P. Gandrud                  President and Chief Executive 
                                          Officer
     Rolf F. Bjelland                   Executive Vice President - 
                                          Investments
     David J. Larson                    Senior Vice President, Secretary 
                                           and General Counsel
     Dr. Edward A. Lindell              Senior Vice President - External 
                                           Affairs
     Michael E. Loken                   Senior Vice President - Management 
                                           Information Services
     Bruce J. Nicholson                 Executive Vice President and 
                                           Chief Operating Officer
     Paul R. Ramseth                    Executive Vice President - Strategic 
                                           Development
     William H. Reichwald               Executive Vice President - Marketing
     David W. Angstadt                  Executive Vice President - Marketing
     Jennifer H. Martin                 Senior Vice President - Human 
                                          Resources
     Jerald E. Sourdiff                 Senior Vice President and Chief
                                          Financial Officer
     Mary M. Abbey                      Vice President - Client Systems
     Galen R. Becklin                   Vice President - Tech Support & Data 
                                          Processing
     Larry A. Borlaug                   Vice President - Prototype 
                                          Development
     Colleen Both                       Vice President - Chief Compliance 
                                          Officer
     J. Keith Both                      Senior Vice President - Marketing
     Randall L. Boushek                 Vice President - Portfolio Manager
     Michael R. Braun                   Vice President - Management 
                                          Information Services
     David J. Christianson              Vice President - Insurance Services
     Craig R. Darrington                Vice President - Marketing
     Pamela H. Desnick                  Vice President - Communications
     Mitchell F. Felchle                Vice President - Institutional 
                                          Relations Group
     Charles E. Heeren                  Vice President - Bond Investments
     Wayne A. Hellbusch                 Vice President - Agency Services
     Otis F. Hilbert                    Vice President - Law
     Gary J. Kallsen                    Vice President - Mortgages and Real 
                                          Estate
     Fred O. Konrath                    Vice President - Marketing
     Douglas B. Miller                  Regional Vice President - Marketing
     C. Theodore Molen                  Regional Vice President - Marketing
     Susan Oberman Smith                Vice President - Product Management
     James R. Olson                     Vice President - Investor 
                                          Services/Administration
     Kay J. Owen                        Vice President - Corporate 
                                          Administration
     Dennis K. Peterson                 Vice President
     Bruce M. Piltingsrud               Vice President - Research/Marketing 
                                           Strategies
     Richard B. Ruckdashel              Vice President - Product Marketing
     Rolf H. Running                    Vice President - New Ventures Group
     Lynette J.C. Stertz                Vice President - Controller's
     David K. Stewart                   Vice President and Treasurer
     John O. Swanson, M.D.              Vice President and Medical Director
     Louise K. Thoresen                 Vice President - Fraternal
     James M. Walline                   Vice President - Equities/Mutual 
                                          Funds Investment
     Daniel G. Walseth                  Vice President - Law
     Anita J.T. Young                   Vice President 

The principal business address of each of the foregoing 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 1993 pursuant to the laws of the State of 
Minnesota.  Depositor is a fraternal insurance society organized under the 
laws of the state of Minnesota and is owned by and operated for its members.  
It has no stockholders nor is it subject to the control of any affiliated 
persons.  Depositor controls the following wholly owned direct and indirect 
subsidiaries: (a) Lutheran Brotherhood Financial Corporation ("LBFC"), a 
Minnesota corporation which is a holding company that has no independent 
operations; (b) Lutheran Brotherhood Variable Insurance Products Company 
("LBVIP"), a Minnesota corporation organized as a stock life insurance 
company; (c) LBSC, a Pennsylvania corporation which is a registered broker-
dealer; (d) Lutheran Brotherhood Research Corp., a Minnesota corporation 
which is a licensed investment adviser;  and (e) Lutheran Brotherhood Real 
Estate Products Company, a Minnesota corporation.

Item 27.  Number of Contract Owners

There were 69,209 Contract Owners as of April 14, 1998.

Item 28.  Indemnification

Reference is hereby made to Section 5 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 Underwriter

(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 Mid 
Cap Growth Fund, Lutheran Brotherhood Fund, Lutheran Brotherhood World 
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 Depositor 
through LB Variable Insurance Account I, a separate account of Depositor to 
be registered as a unit investment trust under the Investment Company Act of 
1940;  flexible premium deferred variable annuity contracts issued by LBVIP 
through LBVIP Variable Annuity Account I, a separate account of LBVIP 
registered as a unit investment trust under the Investment Company Act of 
1940;  flexible premium variable life insurance contracts issued by LBVIP 
through LBVIP Variable Insurance Account, a separate account of LBVIP 
registered as a unit investment trust under the Investment Company Act of 
1940;  and of single premium variable life insurance contracts issued by 
LBVIP through LBVIP Variable Insurance Account II, a separate account of 
LBVIP 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 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.

Lutheran Brotherhood hereby represents that, as to the individual flexible 
premium variable annuity contracts that are the subject of this registration 
statement, File Number 33-67012, 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.

<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 29th day of April, 1998.

                                          LB VARIABLE ANNUITY ACCOUNT I
                                                  (Registrant)

                                          By  LUTHERAN BROTHERHOOD
                                                  (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 29th day of April, 1998.

                                          LUTHERAN BROTHERHOOD
                                             (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 29th day of 
April, 1998 by the following directors and officers of Depositor in the 
capacities indicated:

     /s/ Robert P. Gandrud          President and Chief Executive Officer
     -----------------------         (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

         A Majority of the Board of Directors:

     Robert O. Blomquist          Richard Kessler
     Richard W. Duesenberg        Judith K. Larsen
     Robert P. Gandrud            Luther S. Luedtke
     Bobby I. Griffin             John P. McDaniel
     William R. Halling           Mary Ellen H. Schmider
     James M. Hushagen            
     Herbert D. Ihle              

     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 pursuant to powers of attorney duly executed by such persons.

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

<PAGE>
                            INDEX TO EXHIBITS
                       LB VARIABLE ANNUITY ACCOUNT I


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

   1             Resolution of the Board of Directors of Lutheran 
                 Brotherhood ("Depositor") authorizing the 
                 establishment of LB 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             Articles of Incorporation and Bylaws of 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. 




<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. 8 to the registration 
statement on Form N-4 (the "Registration Statement") of our report dated 
March 20, 1998, relating to the financial statements of LB 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 which appears in such Statement of Additional 
Information.


/s/ Price Waterhouse LLP

Minneapolis, Minnesota
April 28, 1998


#20614



<PAGE>
                                                               EXHIBIT   15
                                                                        ----


                             LUTHERAN BROTHERHOOD

                        LB VARIABLE ANNUITY ACCOUNT I

                             POWER OF ATTORNEY OF
                            DIRECTORS AND OFFICERS



            KNOW ALL MEN BY THESE PRESENTS, that the undersigned director 
and/or officer of LUTHERAN BROTHERHOOD, a fraternal benefit society 
organized under the laws of the state of Minnesota (the "Society"), the 
Depositor of LB VARIABLE ANNUITY ACCOUNT I, does hereby make, constitute and 
appoint David J. Larson, Otis F. Hilbert, James M. Odland, and Randall L. 
Wetherille, 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 Society to an Exemptive Order 
Application, 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 Society 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 Society, 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, the undersigned has hereunto set his or her
hand this 15th day of July, 1993.



/s/ Robert 0. Blomquist             Director
- --------------------------  
Robert 0. Blomquist



<PAGE>


                                                               EXHIBIT   15
                                                                        ----


                                LUTHERAN BROTHERHOOD

                           LB VARIABLE ANNUITY ACCOUNT I

                                POWER OF ATTORNEY OF
                               DIRECTORS AND OFFICERS



            KNOW ALL MEN BY THESE PRESENTS, that the undersigned director 
and/or officer of LUTHERAN BROTHERHOOD, a fraternal benefit society 
organized under the laws of the state of Minnesota (the "Society"), the 
Depositor of LB VARIABLE ANNUITY ACCOUNT I, does hereby make, constitute and 
appoint David J. Larson, Otis F. Hilbert, James M. Odland, and Randall L. 
Wetherille, 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 Society to an Exemptive Order 
Application, 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 Society 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 Society, 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, the undersigned has hereunto set his or her
hand this 15th day of July, 1993.



/s/ Richard W. Duesenberg               Director
- ----------------------------
Richard W. Duesenberg        



<PAGE>


                                                               EXHIBIT   15
                                                                        ----


                             LUTHERAN BROTHERHOOD

                        LB VARIABLE ANNUITY ACCOUNT I

                            POWER OF ATTORNEY OF
                           DIRECTORS AND OFFICERS



            KNOW ALL MEN BY THESE PRESENTS, that the undersigned director 
and/or officer of LUTHERAN BROTHERHOOD, a fraternal benefit society 
organized under the laws of the state of Minnesota (the "Society"), the 
Depositor of LB VARIABLE ANNUITY ACCOUNT I, does hereby make, constitute and 
appoint David J. Larson, Otis F. Hilbert, James M. Odland, and Randall L. 
Wetherille, 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 Society to an Exemptive Order 
Application, 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 Society 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 Society, 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, the undersigned has hereunto set his or her
hand this 15th day of July, 1993.



/s/ Robert P. Gandrud                    Director
- ------------------------------
Robert P. Gandrud



<PAGE>


                                                               EXHIBIT   15
                                                                        ----


                                LUTHERAN BROTHERHOOD

                          LB VARIABLE ANNUITY ACCOUNT I

                               POWER OF ATTORNEY OF
                              DIRECTORS AND OFFICERS



            KNOW ALL MEN BY THESE PRESENTS, that the undersigned director 
and/or officer of LUTHERAN BROTHERHOOD, a fraternal benefit society 
organized under the laws of the state of Minnesota (the "Society"), the 
Depositor of LB VARIABLE ANNUITY ACCOUNT I, does hereby make, constitute and 
appoint David J. Larson, Otis F. Hilbert, James M. Odland, and Randall L. 
Wetherille, 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 Society to an Exemptive Order 
Application, 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 Society 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 Society, 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, the undersigned has hereunto set his or her
hand this 15th day of July, 1993.



/s/ William R. Halling                  Director
- ------------------------------- 
William R. Halling



<PAGE>


                                                               EXHIBIT   15
                                                                        ----


                              LUTHERAN BROTHERHOOD

                        LB VARIABLE ANNUITY ACCOUNT I

                             POWER OF ATTORNEY OF
                            DIRECTORS AND OFFICERS



            KNOW ALL MEN BY THESE PRESENTS, that the undersigned director 
and/or officer of LUTHERAN BROTHERHOOD, a fraternal benefit society 
organized under the laws of the state of Minnesota (the "Society"), the 
Depositor of LB VARIABLE ANNUITY ACCOUNT I, does hereby make, constitute and 
appoint David J. Larson, Otis F. Hilbert, James M. Odland, and Randall L. 
Wetherille, 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 Society to an Exemptive Order 
Application, 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 Society 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 Society, 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, the undersigned has hereunto set his or her
hand this 15th day of July, 1993.



/s/ Herbert D. Ihle                      Director
- -----------------------------    
Herbert D. Ihle



<PAGE>


                                                               EXHIBIT   15
                                                                        ----


                               LUTHERAN BROTHERHOOD

                          LB VARIABLE ANNUITY ACCOUNT I

                              POWER OF ATTORNEY OF
                              DIRECTORS AND OFFICERS



            KNOW ALL MEN BY THESE PRESENTS, that the undersigned director 
and/or officer of LUTHERAN BROTHERHOOD, a fraternal benefit society 
organized under the laws of the state of Minnesota (the "Society"), the 
Depositor of LB VARIABLE ANNUITY ACCOUNT I, does hereby make, constitute and 
appoint David J. Larson, Otis F. Hilbert, James M. Odland, and Randall L. 
Wetherille, 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 Society to an Exemptive Order 
Application, 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 Society 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 Society, 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, the undersigned has hereunto set his or her
hand this 15th day of July, 1993.



/s/ Richard Kessler                      Director
- ----------------------------   
Richard Kessler



<PAGE>


                                                               EXHIBIT   15
                                                                        ----


                               LUTHERAN BROTHERHOOD

                           LB VARIABLE ANNUITY ACCOUNT I

                              POWER OF ATTORNEY OF
                             DIRECTORS AND OFFICERS



            KNOW ALL MEN BY THESE PRESENTS, that the undersigned director 
and/or officer of LUTHERAN BROTHERHOOD, a fraternal benefit society 
organized under the laws of the state of Minnesota (the "Society"), the 
Depositor of LB VARIABLE ANNUITY ACCOUNT I, does hereby make, constitute and 
appoint David J. Larson, Otis F. Hilbert, James M. Odland, and Randall L. 
Wetherille, 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 Society to an Exemptive Order 
Application, 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 Society 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 Society, 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, the undersigned has hereunto set his or her
hand this 15th day of July, 1993.



/s/ Judith K. Larsen                        Director
- ------------------------------     
Dr. Judith K. Larsen



<PAGE>


                                                               EXHIBIT   15
                                                                        ----


                               LUTHERAN BROTHERHOOD

                          LB VARIABLE ANNUITY ACCOUNT I

                              POWER OF ATTORNEY OF
                             DIRECTORS AND OFFICERS



            KNOW ALL MEN BY THESE PRESENTS, that the undersigned director 
and/or officer of LUTHERAN BROTHERHOOD, a fraternal benefit society 
organized under the laws of the state of Minnesota (the "Society"), the 
Depositor of LB VARIABLE ANNUITY ACCOUNT I, does hereby make, constitute and 
appoint David J. Larson, Otis F. Hilbert, James M. Odland, and Randall L. 
Wetherille, 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 Society to an Exemptive Order 
Application, 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 Society 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 Society, 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, the undersigned has hereunto set his or her
hand this 15th day of July, 1993.



/s/ John McDaniel                      Director
- --------------------------  
John P. McDaniel



<PAGE>


                                                               EXHIBIT   15
                                                                        ----


                               LUTHERAN BROTHERHOOD

                         LB VARIABLE ANNUITY ACCOUNT I

                             POWER OF ATTORNEY OF
                            DIRECTORS AND OFFICERS



            KNOW ALL MEN BY THESE PRESENTS, that the undersigned director 
and/or officer of LUTHERAN BROTHERHOOD, a fraternal benefit society 
organized under the laws of the state of Minnesota (the "Society"), the 
Depositor of LB VARIABLE ANNUITY ACCOUNT I, does hereby make, constitute and 
appoint David J. Larson, Otis F. Hilbert, James M. Odland, and Randall L. 
Wetherille, 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 Society to an Exemptive Order 
Application, 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 Society 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 Society, 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, the undersigned has hereunto set his or her
hand this 15th day of July, 1993.



/s/ Dr. Mary Ellen H. Schmider                    Director
- ------------------------------------    
Dr. Mary Ellen Schmider


<PAGE>
                          LUTHERAN BROTHERHOOD

                        LB VARIABLE ANNUITY ACCOUNT I

                             POWER OF ATTORNEY OF
                            DIRECTORS AND OFFICERS



            KNOW ALL MEN BY THESE PRESENTS, that the undersigned director 
and/or officer of LUTHERAN BROTHERHOOD, a fraternal benefit society 
organized under the laws of the state of Minnesota (the "Society"), the 
Depositor of LB VARIABLE ANNUITY ACCOUNT I, does hereby make, constitute and 
appoint David J. Larson, Otis F. Hilbert, James M. Odland, and Randall L. 
Wetherille, 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 Society to an Exemptive Order 
Application, 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 Society 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 Society, 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, the undersigned has hereunto set his or her
hand this 28th day of February, 1995.



/s/ Bobby I. Griffin             Director
- --------------------------  
Bobby I. Griffin






#20716


<PAGE>
                                                              EXHIBIT 16


625 Fourth Avenue South
Minneapolis, Minnesota  55415
(612) 340-5727
Fax:  (612) 340-7062

[logo] LUTHERAN
       BROTHERHOOD                                   

       James M. Odland
       Assistant Vice President
       Law Division

April 28, 1998


Lutheran Brotherhood
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. 33-67012), of LB Variable Annuity Account I.

Very truly yours,


/s/ James M. Odland
James M. Odland

#20615




<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
625 Fourth Avenue South
Minneapolis, Minnesota 55415

     Re:  LB 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. 8 to 
the registration statement, on Form N-4, File No. 33-67012, to be filed with 
the Securities and Exchange Commission.

                                               Very truly yours,


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

#20616




<PAGE>
                                                                EXHIBIT  1
                                                                     -----



                            LUTHERAN BROTHERHOOD

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


         I, Otis F. Hilbert, being the duly elected Assistant Secretary of 
LUTHERAN BROTHERHOOD, a fraternal benefit society organized and existing 
under and by virtue of the laws of the State of Minnesota (hereinafter 
called "the Society") 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 Society duly called and held on May 8, 1993, 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 Society:

         IN WITNESS WHEREOF, I have hereunto set my hand and the Seal of the 
Society this 29th day of June, 1993.


Corporate Seal Attached


                                          /s/ Otis F. Hilbert     /initials/
                                          ----------------------------------
                                          Assistant Secretary


Signed and subscribed to before me
this 29th day of June, 1993.


/s/ Audrey P. Hodgson
- --------------------------------
Notary Public


/Notary Seal/
       AUDREY P. HODGSON
   NOTARY PUBLIC - MINNESOTA
        HENNEPIN COUNTY
My Commission Expires Dec. 16, 1997




<PAGE>





                           LUTHERAN BROTHERHOOD

                                RESOLUTION
                                ----------


         WHEREAS, the Society desires to develop, sell and administer 
flexible premium deferred variable annuity contracts, and

         WHEREAS, the Society desires to establish such separate accounts as 
may be necessary and appropriate for the Society's planned flexible premium 
deferred variable annuity contracts, and

         WHEREAS, the Society desires to authorize management of the Society 
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, 
the Society hereby establishes a separate account under the name "LB 
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 Society and designated by 
the Society 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 Society 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 Society may deem 
necessary or advisable.

         RESOLVED, that the Chief Executive Officer, President, any 
Executive Vice President, any Senior Vice President, the Secretary or the 
Treasurer of the Society is hereby authorized, for and on behalf of the 
Society 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-8A 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 
Executive Vice President, any Senior Vice President, the Secretary or the 
Treasurer of the Society is hereby authorized, for and on behalf of the 
Society, 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 
Society 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 
Executive Vice President, any Senior Vice President, the Secretary or the 
Treasurer of the Society, and such other officers and employees of the 
Society as the President of the Society may designate, and each of them, are 
hereby authorized, for and on behalf of the Society, 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.



#20708


<PAGE>
                                      DRAFT                    EXHIBIT 3(a)



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


         AGREEMENT made this _______ day of ______________ , by and between 
Lutheran Brotherhood, a fraternal benefit society organized under the laws 
of the state of Minnesota ("LB"), on its own behalf and on behalf of the LB 
Variable Annuity Account I (the "Variable Account"), and Lutheran 
Brotherhood Securities Corp., a Pennsylvania corporation ("LBSC").

                                   WITNESSETH:

         WHEREAS, LB 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, LB 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
              LB 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.  LB
              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 LB.  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.  LB shall undertake to
              appoint LBSC's qualified registered representatives as life
              insurance or annuity agents of LB.  Completed applications for
              Contracts shall be transmitted directly to LB for acceptance
              or rejection in accordance with underwriting rules established
              by LB.  Initial premium payments under the Contracts shall be
              made by check payable to LB and shall be held at all times by
              LBSC or its registered representatives in a fiduciary capacity
              and remitted promptly to LB.  Anything in this Agreement to
              the contrary notwithstanding, LB retains the ultimate right to
              control the sale of the Contracts and to appoint and discharge
              life insurance agents of LB.  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 LB 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 LB 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 LB.  All
              premium payments under the Contracts shall be made by check to
              LB and, if received by LBSC, shall be held at all times in a
              fiduciary capacity and remitted promptly to LB.

         3.   LIFE INSURANCE OR ANNUITY LICENSING
              LB 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
              LB 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
              LB 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 LB.

         6.   COMPENSATION
              LB 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 LB
              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.  LB may, at its option, adjust the
              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.

              LB 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 LB, 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 LB and shall be
              returned to LB 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 LB 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 LB 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 LB further
                    agree to cooperate fully in any securities regulatory
                    investigation, proceeding or judicial proceeding with
                    respect to LB, 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 LB'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 LB
                    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


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



                                         LUTHERAN BROTHERHOOD
                                         SECURITIES CORP.


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



#20709


                                     DRAFT                      EXHIBIT 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 ("LB"), the parent of LBSC and/or of Lutheran 
Brotherhood Variable Insurance Products Company, hereinafter referred to as 
"LBVIP", a Minnesota Corporation (collectively known as the "Companies"); 
and

         WHEREAS, LB has the authority to issue variable contracts in 
certain states and LBVIP has the authority to issue variable contracts in 
certain other states; and

         WHEREAS, the parties hereto desire that General Agent represent 
LBSC and the Companies in the sale of the LB's variable contracts in states 
where LB is so authorized and LBVIP's variable contracts in states where 
LBVIP is so authorized;

         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
                and variable annuity contracts which the Companies propose
                to issue in appropriate states and for which LBSC has been
                appointed the principal underwriter pursuant to Distribution
                Agreements.
         (2)    The Variable Accounts-The variable life insurance and
                variable annuity separate accounts established and
                maintained by the Companies 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 Accounts in connection with the sale of the
                Contracts.
         (4)    Registration Statement-The registration statements and
                amendments thereto relating to the Contracts, the Variable
                Accounts, and the Fund, including financial statements and
                all exhibits.
         (5)    Prospectuses-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)    1940 Act-The Investment Company Act of 1940, as amended.
         (9)    SEC-The Securities and Exchange Commission.

B.       AGREEMENTS OF LBSC
         (1)    Pursuant to the authority delegated to it by the Companies,
                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 the
                Companies 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, the
                Companies.
         (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 the
                Companies.  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 the Companies;
                (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 the Companies as
                designated by LBSC.  Checks or money orders in payment of
                initial premiums shall be drawn to the order of "Lutheran
                Brotherhood" or "Lutheran Brotherhood Variable Insurance
                Products Company", whichever is appropriate.  General Agent
                acknowledges that the Companies retains the ultimate right
                to control the sale of the Contracts and that the LBSC or
                the Companies shall have the unconditional right to reject,
                in whole or in part, any application for the Contract.  In
                the event the Companies or LBSC rejects an application, the
                Companies 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 the Companies 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 the Companies 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
                the Companies 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 the
                Companies as a life insurance and variable contract agent of
                the Companies 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 the Companies 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 the Companies.
         (7)    General Agent shall not represent himself or herself as
                having any nor shall he or she have authority on behalf of
                LBSC or the Companies to: make, alter or discharge any
                Contract or other form; waive any forfeiture, extent the
                time of paying any premium, or to alter, waive, or forfeit
                any of the rights of the Companies or LBSC; receive any
                moneys or premiums due, or to become due, to the Companies,
                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 the Companies, nor shall
                General Agent possess or exercise any authority on behalf of
                LBSC or the Companies 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 the Companies, the Variable
                Accounts, 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 the
                Companies and shall be returned to the Companies 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 the
                Companies 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 the Companies 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 the Companies
                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 the Companies.
                All forms and other material, including electronic data,
                whether furnished by the Companies or LBSC or purchased by
                General Agent, upon which this information is recorded shall
                be the sole and exclusive property of the Companies.
                General Agent shall return any part or all of such
                information and records upon the request of the Companies or
                LBSC.  General Agent will safeguard and protect all such
                information within his or her control from any unauthorized
                access and use.
         (10)   the Companies 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 the Companies.  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 the Companies 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 the Companies.
         (13)   Upon termination of this Agreement, General Agent will
                deliver to the Companies, or its authorized representatives,
                all records, materials, supplies, advertising, licenses,
                and all other documents pertaining to the Companies, used in
                carrying out this Agreement.
         (14)   General Agent will, at the option of the Companies 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 the Companies for the performance of his or her
                professional services, duties, and obligations.

D.       COMPENSATION
         (1)    Pursuant to the Distribution Agreement between LBSC and the
                Companies, LBSC shall cause the Companies 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 the
                Companies 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 the Companies
                to LBSC, now or hereafter, in connection with the sale of
                any Contracts hereunder.
         (3)    the Companies 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, LB 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 Companies 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 the
                Companies' 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(l) 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 the Companies 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 the Companies;
                (b)   General Agent fails to deliver to the Companies or its
                      authorized representative any of the following: all
                      records, including electronic data, materials,
                      supplies, advertising, licenses, and all other
                      documents containing the Companies confidential
                      information and/or trade secrets, upon the written
                      request of the Companies;
                (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 the
                Companies and LBSC and each of their current and former
                directors and officers and each person, if any, who controls
                or has controlled the Companies or LBSC within the meaning
                of the 1933 Act or the 1934 Act, against any losses, claims,
                damages or liabilities to which the Companies 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 the
                      Companies, 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>


                                       DRAFT                   EXHIBIT 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 (collectively known as 
the "Companies"); and

         WHEREAS, LB has the authority to issue variable contracts in 
certain states and LBVIP has the authority to issue variable contracts in 
certain other states; and

         WHEREAS, the parties hereto desire that Registered Representative 
represent LBSC and the Companies in the sale of the LB's variable contracts 
in states where LB is so authorized and LBVIP's variable contracts in states 
where LBVIP is so authorized;

         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
                and variable annuity contracts which the Companies propose
                to issue in appropriate states and for which LBSC has been
                appointed the principal underwriter pursuant to Distribution
                Agreements.
         (2)    The Variable Accounts-The variable life insurance and
                variable annuity separate accounts established and
                maintained by the Companies 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 Accounts in connection with the sale of the
                Contracts.
         (4)    Registration Statement-The registration statements and
                amendments thereto relating to the Contracts, the Variable
                Accounts, and the Fund, including financial statements and
                all exhibits.
         (5)    Prospectuses-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)    1940 Act-The Investment Company Act of 1940, as amended.
         (9)    SEC-The Securities and Exchange Commission.

B.       AGREEMENTS OF LBSC
         (1)    Pursuant to the authority delegated to it by the Companies,
                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 the Companies.
         (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 the Companies.  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 the Companies;
                (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 the Companies as designated by LBSC.
                Checks or money orders in payment of initial premiums shall
                be drawn to the order of "Lutheran Brotherhood" or "Lutheran
                Brotherhood Variable Insurance Products Company", which ever
                is appropriate.  Registered Representative acknowledges that
                the Companies retains the ultimate right to control the sale
                of the Contracts and that the LBSC or the Companies shall
                have the unconditional right to reject, in whole or in part,
                any application for the Contract.  In the event the
                Companies or LBSC rejects an application, the Companies
                immediately will return all payments directly to the
                purchaser and Registered Representative will be notified of
                such action.  In the event that any purchaser elects to
                return a Contract in accordance with the Contract's free
                look provision, any amounts paid will be refunded pursuant
                to the law of the state in which the purchaser resides
                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 the Companies 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 the Companies 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
                the Companies 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 the Companies as a life insurance
                and variable contract agent of the Companies 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 the Companies 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 the Companies.

         (7)    Registered Representative shall not represent himself or
                herself as having any nor shall he or she have authority on
                behalf of LBSC or the Companies 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 Companies or LBSC;
                receive any moneys or premiums due, or to become due, to the
                Companies, 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 the
                Companies, nor shall Registered Representative possess or
                exercise any authority on behalf of LBSC or the Companies 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 the Companies, the Variable
                Accounts, 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 the Companies and shall be returned to the
                Companies 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 the Companies 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 the Companies 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 the
                Companies 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 the Companies.  All forms and other
                material, including electronic data, whether furnished by
                the Companies or LBSC or purchased by Registered
                Representative, upon which this information is recorded
                shall be the sole and exclusive property of the Companies.
                Registered Representative shall return any part or all of
                such information and records upon the request of the
                Companies or LBSC.  Registered Representative will safeguard
                and protect all such information within his or her control
                from any unauthorized access and use.
         (10)   the Companies 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 the
                Companies.  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 the Companies 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 the Companies.
         (13)   Upon termination of this Agreement, Registered
                Representative will deliver to the Companies, or its
                authorized representatives, all records, materials,
                supplies, advertising, licenses, and all other documents
                pertaining to the Companies, used in carrying out this
                Agreement.
         (14)   Registered Representative will, at the option of the
                Companies 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 the Companies for the performance of his or
                her professional services, duties, and obligations.

D.       COMPENSATION
         (1)    Pursuant to the Distribution Agreement between LBSC and the
                Companies, LBSC shall cause the Companies 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 the Companies and LBSC.  A copy of the schedule of
                commission rates has been furnished to the Registered
                Representative.
         (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 the Companies to LBSC, now or hereafter, in
                connection with the sale of any Contracts hereunder.
         (3)    the Companies 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 LB 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 the Companies 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 the Companies' 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(l) 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 the
                      Companies 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 the Companies;
                (b)   Registered Representative fails to deliver to the
                      Companies or its authorized representative any of the
                      following:  all records, including electronic data,
                      materials, supplies, advertising, licenses, and all
                      other documents containing the Companies confidential
                      information and/or trade secrets, upon the written
                      request of the Companies; 
                (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 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 the Companies and LBSC and each of their current
                and former directors and officers and each person, if any,
                who controls or has controlled the Companies or LBSC within
                the meaning of the 1933 Act or the 1934 Act, against any
                losses, claims, damages or liabilities to which the
                Companies 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 or this
                      Agreement; and Registered Representative will
                      reimburse the Companies, 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)


<PAGE>
                       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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                              INTENTIONALLY BLANK

<PAGE>






                                 THIS PAGE IS
                              INTENTIONALLY BLANK

<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






#20710


</TABLE>

<PAGE>
                                                1993 Variable Annuity issued
                                                by LB with two annuitants

                                    EXHIBIT   4
                                          -----
        LUTHERAN
[LOGO]  BROTHERHOOD
        A Fraternal Benefit Society
        Minneapolis, Minnesota  55415
                                                            FLEXIBLE PREMIUM
                                                   DEFERRED VARIABLE ANNUITY
- ----------------------------------------------------------------------------
This is a legal contract between you and Lutheran Brotherhood.  We accept 
each Annuitant as a member.  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 beginning on the Maturity Date (see page 
3) if an Annuitant is living on that date and this contract is still in 
force.  If an Annuitant dies after Annuity Income payments have begun, any 
amount payable will depend upon the terms of the settlement option elected.  
We will pay the Death Proceeds to the beneficiary upon receiving proof that 
the death of the Annuitant, or the death of the first Annuitant to die if 
this contract has two Annuitants, 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, 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 Society 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:   LC1234567            DATE OF ISSUE:  JULY 1, 1993

- ----------------------------------------------------------------------------
TABLE OF CONTENTS
- ----------------------------------------------------------------------------
             Cover Page
             Index
             Contract Schedule, Contract Data 
SECTION 1    Definitions
SECTION 2    General Provisions
SECTION 3    Membership and Ownership
SECTION 4    Premiums
SECTION 5    Accumulated Value
SECTION 6    Surrender
SECTION 7    Accounts and Unit Values
SECTION 8    Settlement Provisions
SECTION 9    Beneficiary
SECTION 10   Dividends
             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 ..........................................................  9
Cash Surrender Value .................................................  6
Change in Annuity Unit Allocation ....................................  7
Change in Contract ...................................................  2
Change of Investment Policy ..........................................  7
Dividends ............................................................ 10
Death Proceeds .......................................................  2
Deferment ............................................................  2
Entire Contract ......................................................  2
Exchange Provision ...................................................  3
Fixed Account ........................................................  7
General Account ......................................................  7
Incontestability .....................................................  2
Maintenance of Solvency ..............................................  2
Membership ...........................................................  3
Minimum Accumulated Value Required ...................................  5
Misstatement of Age or Sex ...........................................  2
Ownership ............................................................  3
Premiums .............................................................  4
Settlement Options ...................................................  8
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

<PAGE>

        LUTHERAN BROTHERHOOD                      For information about this
[LOGO]  BROTHERHOOD                               contract, consult your
        625 Fourth Avenue South                   Lutheran Brotherhood
        Minneapolis, Minnesota  55415             Representative or write to
                                                  us at our home office.
- ----------------------------------------------------------------------------
CONTRACT SCHEDULE

BASIC BENEFIT
   FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY
      MATURITY DATE:   July 1, 2023
      GUARANTEED PERIOD:   10 YEARS

   PREMIUM RECEIVED ON DATE OF ISSUE:      $1,000.00

   DATE OF INITIAL PREMIUM ALLOCATION:   JULY 1, 1993
      (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

ANNUITANT:   JANE DOE                  AGE:   35     SEX:   FEMALE

CONTRACT NUMBER: LC1234567             DATE OF ISSUE:   JULY 1, 1993


                                                            FLEXIBLE PREMIUM
                                                   DEFERRED VARIABLE ANNUITY
- ----------------------------------------------------------------------------
         VARIABLE ACCOUNT INFORMATION

         Investment Company -- LB Series Fund, Inc.

         Variable Account -- LB Variable Annuity Account I

         Each subaccount of the LB 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 Lutheran Brotherhood.

- ----------------------------------------------------------------------------
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, SOCIETY.  Lutheran Brotherhood.

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.

- ----------------------------------------------------------------------------
2.  GENERAL PROVISIONS
- ----------------------------------------------------------------------------
2.1    ENTIRE CONTRACT.  The Entire Contract consists of:

       1)  This contract including any attached riders, amendments or 
           endorsements;

       2)  The Application attached to this contract; and

       3)  The Articles of Incorporation and Bylaws of the Society which are 
           in force on the Date of Issue.

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.  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 Section 8.2 Optional 
Plans of Settlement using the Guaranteed Period shown on page 3 and Option 4 
if one Annuitant is living on the Maturity Date or Option 5 if two 
Annuitants are then living.

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 an 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.  With respect to each Annuitant, 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.

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   MAINTENANCE OF SOLVENCY.  This provision applies only to values in 
the Fixed Account:

Benefits provided by this contract will not change.  If the solvency of the 
Society becomes impaired, you may be required to make an extra payment.  The 
Board of Directors will determine the amount of any extra payment.  It will 
be based on each member's fair share of the deficiency.  The amount will be 
charged as a loan against the contract with interest compounded at the rate 
of 5% per year.

You may prefer to make the extra payment by an equivalent reduction in 
benefits or by a payment in cash.  You may do this within 60 days from the 
date we notify you of your share of the deficiency.

2.11   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 Section 8.  
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.

We may defer for not more than six months the payment of any portion of 
surrender amounts, Death Proceeds or Annuity Income which is in the Fixed 
Account.

- ----------------------------------------------------------------------------
3.  MEMBERSHIP AND OWNERSHIP
- ----------------------------------------------------------------------------
3.1    MEMBERSHIP.  Each Annuitant is an adult member of the Society.  
Rights and privileges of membership are set forth in the Bylaws of the 
Society or in the Application.  These rights and privileges are separate 
from the ownership of this contract.

3.2    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.  If there are two owners, both must act 
in concert to exercise ownership rights.  An owner has no membership rights 
unless the owner is an Annuitant.

3.3    EXCHANGE PROVISION.  If an Annuitant dies before Annuity Income 
payments begin and that Annuitant'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.  This election will be automatic if the spouse 
beneficiary is also an Annuitant.

3.4    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.

- ----------------------------------------------------------------------------
4.  PREMIUMS
- ----------------------------------------------------------------------------
4.1    PREMIUM PAYMENTS.  The amount of the premium received on the Date of 
Issue is shown on page 3.  Additional 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 Society, for the premium paid.  Except 
as provided in Section 5.3, failure to pay premiums will not lapse this 
contract.

4.2    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)  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 portion of the charge 
applied against each subaccount of the Variable Account and the Fixed 
Account will be determined 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.  The charge 
applied against each subaccount will be the prorata portion of the 
Administrative Charge for that subaccount.  The charge applied against the 
Fixed Account will be the lesser of:

       1)  The prorata portion of the Administrative Charge for the Fixed 
           Account; and

       2)  Interest accrued for the Contract Year in excess of interest
           accrued at 3%.

With our approval, you may choose other allocations of the Administrative 
Charge.  The amount of the Administrative Charge is shown on page 3.

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 an 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).

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 an Annuitant is alive.  The portion surrendered is 
the Partial Surrender.  We will deduct any Surrender Charge (see Section 
6.4) 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.

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 8.2 provided that payments will
               be made for at least 5 years and that the proceeds may not be 
               withdrawn; or

           b)  Option 4, 4V, 5 or 5V of Section 8.2 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 while an 
           Annuitant is confined in a hospital, nursing home or hospice if
           the confinement begins while this contract is in force and has
           continued for six consecutive months.

       5)  No Surrender Charge will be applied for surrenders made during
           Total Disability of an Annuitant.  Total Disability is a
           disability:

           a)  Which begins before the Contract Anniversary after the 
               Annuitant's 65th birthday;

           b)  Which has continued for six consecutive months;

           c)  Which results from bodily injury sustained or disease which
               first appears while this contract is in force; and

           d)  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, if
               the Annuitant is primarily a homemaker when Total Disability
               begins, Occupation for gain or profit means performing
               household duties.

- ----------------------------------------------------------------------------
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 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 3% 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)  Each premium received before the Date of Initial Premium
           Allocation 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)  Each premium received on or after the Date of Initial Premium
           Allocation 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.  If you do not designate allocation percentages, the entire 
premium will be allocated to the Money Market Subaccount.

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.

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 
2.11 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.

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.

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.  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.  SETTLEMENT PROVISIONS
- ----------------------------------------------------------------------------
8.1    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 or, if greater, 
the rate required by law.  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 8.2 by means of a supplementary contract which 
we will issue.

8.2    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.

FIXED ANNUITY OPTION 5 AND VARIABLE ANNUITY OPTION 5V - JOINT AND SURVIVOR 
LIFE INCOME WITH GUARANTEED PERIOD.  We will pay an income as long as at 
least one of two payees is alive.  If both payees die 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 5 and 5V for selected ages 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 
5, the income per $1,000 of proceeds will not be less than the amount so 
determined.  Under Option 5V, the first monthly payment per $1,000 of 
proceeds in any subaccount will be the amount so determined.  After the 
first payment is made, Options 5 and 5V may not be revoked or changed.

OPTION 6 - OTHER OPTIONS.  The proceeds may be paid under any other 
settlement option agreeable to us.

8.3    ELECTION OF AN OPTION.  You may elect an option by Written Notice 
during an 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.  Each payee under Options 4, 4V, 5 and 5V must be a 
natural person who is an Annuitant or a beneficiary.

If Death Proceeds are payable, the beneficiary may elect a settlement option 
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.

If the Beneficiary does not receive Death Proceeds or elect a settlement 
option by the date one year after we receive proof of the Annuitant's death, 
Death Proceeds will then be calculated and applied under Option 1 - Interest 
Income.  Any proceeds not subsequently withdrawn will be paid in a lump sum 
on the date 5 years after the date of death.

<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>

<TABLE>
<CAPTION>
                                             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>

<TABLE>
<CAPTION>
                                               OPTIONS 5 AND 5V
                                  Male and Female Payees - Monthly Life Income
- -----------------------------------------------------------------------------------------------------
                      Option 5 - Guaranteed Monthly Life Income For Each $1,000 Of Proceeds
                    Option 5V - First Monthly Life Income Payment For Each $1,000 Of Proceeds
- -----------------------------------------------------------------------------------------------------
                  Payments Guaranteed for 10 Years                Payments Guaranteed for 20 Years
- -----------------------------------------------------------------------------------------------------
Age of Male
 Payee On              Age of Female Payee                              Age of Female Payee
  Date of            on Date of First Payment                         on Date of First Payment
First Payment    60        65        70        75                 60        65        70        75
- -----------------------------------------------------------------------------------------------------
   <S>          <C>       <C>       <C>       <C>                <C>       <C>       <C>       <C>
   60           4.51      4.75      4.98      5.16               4.45      4.66      4.82      4.92
   65           4.65      4.98      5.31      5.61               4.57      4.83      5.05      5.19
   70           4.76      5.17      5.62      6.07               4.65      4.95      5.22      5.40
   75           4.84      5.32      5.88      6.48               4.68      5.02      5.32      5.53
- -----------------------------------------------------------------------------------------------------
      Rates not shown will be calculated on the same basis as the above rates and will be provided
      upon request.
</TABLE>


<PAGE>

- ----------------------------------------------------------------------------
9  BENEFICIARY
- ----------------------------------------------------------------------------
9.1    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.

9.2    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.

9.3    SUCCESSION OF BENEFICIARIES.  You may designate one or more 
beneficiaries to receive any Death Proceeds payable or any Annuity Income 
remaining payable upon an 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.

9.4    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.  If this contract has two Annuitants 
and both die such that the order of death cannot be determined, then one-
half of the Death Proceeds will be paid to the beneficiary of each 
Annuitant.

- ---------------------------------------------------------------------------
10.  DIVIDENDS
- ---------------------------------------------------------------------------
10.1    DIVIDENDS.  Each year we will determine our divisible surplus. This 
contract's share, if any, will be credited as a dividend on the Contract 
Anniversary.  Since we do not expect this contract to contribute to 
divisible surplus, it is not expected that any dividends will be credited.

10.2    DIVIDEND OPTIONS.  You may choose to use dividends credited prior to 
the Maturity Date under any option which follows.  After the Maturity Date, 
dividends will be paid in cash.

        CASH.  Dividends are paid in cash.

        PAYMENT OF PREMIUM.  Dividends are applied as an additional premium
        payment on the Contract Anniversary.

10.3    AUTOMATIC DIVIDEND OPTION.  Dividends will be applied under the 
Payment of Premium option unless a different option has been chosen in 
writing.


<PAGE>


         LUTHERAN
[LOGO]   BROTHERHOOD
         A Fraternal Benefit Society
         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.




#20711

28





<PAGE>
                                    EXHIBIT   5
                                          -----

[LOGO]  LUTHERAN BROTHERHOOD         
        A Fraternal Benefit Society                          APPLICATION FOR
        Minneapolis, MN  55415                              VARIABLE ANNUITY



/ 1 /  PROPOSED ANNUITANT        PLEASE PRINT IN BLACK INK
- ----------------------------------------------------------------------------
  First           Middle            Last                   Soc Sec #


- ----------------------------------------------------------------------------
  Street Address-Residence of Proposed Annuitant


- ----------------------------------------------------------------------------
  City                                         State       Zip


- ----------------------------------------------------------------------------
 Sex   Birthdate     Age  Birth State  Marital Status  Phone# Day (  )

     Mo   Day   Yr                                            Eve.(  )

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



                                (Available only on a Non-Qualified annuity.)
                                (The Proposed Joint Annuitant must be the
/ 2 /  PROPOSED JOINT ANNUITANT  spouse of the Proposed Annuitant.)
- ----------------------------------------------------------------------------
  First           Middle             Last                    Soc Sec #


- ----------------------------------------------------------------------------
 Sex   Birthdate     Age  Birth State  Marital Status  Phone# Day (  )

     Mo   Day   Yr                                            Eve.(  )

- ----------------------------------------------------------------------------
If address for Proposed Joint Annuitant is different from number 1, give 
address in number 10.



                    (If selecting Membership Class 5, a Limited Membership
/ 3 /  MEMBERSHIP    Application must be completed.)
- ----------------------------------------------------------------------------
Give membership class for each proposed annuitant and, if available, the 
number of his or her active contract or account.
- ----------------------------------------------------------------------------
  First Name / Membership Class Number / LB/LBVIP Contract# or LBSC ACCOUNT#
- ----------------------------------------------------------------------------


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


- ----------------------------------------------------------------------------
MEMBERSHIP CLASS (Write number above):

1.  Current Benefit Contract Member of Lutheran Brotherhood.  (LB)

2.  Current Associate Member of Lutheran Brotherhood.  (LBVIP/LBSC)

3.  Baptized in the Christian faith and professes to be Lutheran.

4.  Current Family Limited Member of LB.

5.  Current Situational Limited Member of LB or applying for Limited
    membership.  (Complete Limited Membership Application)



                          (NOT AVAILABLE ON A JOINT ANNUITY.)
                          (Only a Trust or Plan may be designated as a
                           Third Party Owner and the Third Party Owner will
                           be the Beneficiary.  For Pension and Profit
/ 4 /  THIRD PARTY OWNER   Sharing Plans, the Plan must own the contract.)
- ----------------------------------------------------------------------------
  For an individual annuity, the Proposed Annuitant will be the Owner unless
  a Third Party Owner is named below.
- ----------------------------------------------------------------------------
Full name of Trust or Plan to be Third Party Owner/ Tax ID# of Trust or Plan


- ----------------------------------------------------------------------------
Name of Trust (Complete for Trust or Plan     /     State and Date of Trust


                                   , TRUSTEE            Mo    Day    Yr
- ----------------------------------------------------------------------------
   Street Address of Trustee              City            State     Zip
  (Complete for Trust or Plan)


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



                    (If a Trust is Beneficiary and is not the Third Party
                     Owner, a Beneficiary Change Trust Designation form must
/ 5 /  BENEFICIARY   be completed.)
- ----------------------------------------------------------------------------
 AUTOMATIC PRIMARY     * Any Third Party Owner will be the sole Primary
   BENEFICIARY           Beneficiary

                       * For a joint annuity, each proposed annuitant will
                         be the other's sole Primary Beneficiary.


 OTHER THAN AUTOMATIC  * For an individual annuity, complete boxes a. and b.
   BENEFICIARY           below for Proposed Annuitant.

                       * For a joint annuity, the First Contingent
                         Beneficiary boxes b. and c. below may be completed.


a.  PRIMARY BENEFICIARY OF PROPOSED ANNUITANT:
- ----------------------------------------------------------------------------
    Name   /   Relationship to Proposed Annuitant   /   Address & Soc Sec #
- ----------------------------------------------------------------------------



- ----------------------------------------------------------------------------
b.  FIRST CONTINGENT BENEFICIARY OF PROPOSED ANNUITANT:
- ----------------------------------------------------------------------------
    Name   /   Relationship to Proposed Annuitant   /   Address & Soc Sec #
- ----------------------------------------------------------------------------



- ----------------------------------------------------------------------------
c.  FIRST CONTINGENT BENEFICIARY OF PROPOSED JOINT ANNUITANT:
- ----------------------------------------------------------------------------
    Name  /  Relationship to Proposed Joint Annuitant  / Address & Soc Sec #
- ----------------------------------------------------------------------------



- ----------------------------------------------------------------------------
Unless specified otherwise, each Beneficiary receiving payments will have an 
equal share in any Death Proceeds payable or any Annuity Income remaining 
payable.

* Add            Day Survival Provision:
     ----------
                 / /  Primary or      / /  Entire Beneficiary



/ 6 /  REPLACEMENT
- ----------------------------------------------------------------------------
       Will the annuity contract applied for replace any existing annuity or
       life insurance on the proposed annuitant(s)?  (This includes a lapse
       or surrender, taking a loan or partial surrender, or cancelling a
       benefit.)
                         / /  Yes       / /  No

       If Yes, give details in number 10 and complete a replacement
       disclosure form, if required by the state.



/ 7 /  VARIABLE ANNUITY
- ----------------------------------------------------------------------------
       a.  PRODUCT

           / /  Individual Deferred

           / /  Joint Deferred

           / /  
                --------------------------

           GUARANTEED PERIOD 
                             --------------
           (Will be 10 yrs C&L if blank)

           MATURITY AGE/DATE 
                             --------------
           (Will be the maximum if blank.
            If individual use Maturity Age.
            If joint use Maturity Date.)


       b.  PLAN TYPE  (MUST CHECK ONE BELOW):

           / /  Non-Qualified

           / /  IRA

           / /  Spousal IRA

           / /  SEP IRA  (Include adoption agreement or appropriate IRS
                          Form.)

           / /  TSA 403(b)  (Include contribution calc., Agreement for
                             Salary Reduction and TSA disclosure.)

           / /  Pension Plan  (Including money purchase, target benefit,
                               defined benefit and HR-10s)

           / /  Profit Sharing Plan  (Including profit sharing, 401(k) and
                                      HR-10s)


               (Check appropriate boxes below, complete Third Party Owner
                section and include adoption agreement from Plan prototype.)

                 / /  Sole Proprietor        / /  New Plan

                 / /  Corporation            / /  Add Contract to Existing
                                                   Plan #
                                                          ------------------
                                                      (Give other existing
                                                       cont./acct. # on Plan
                                                       for reference)

           / /  -------------------------



                            (PREMIUM ALLOCATIONS MUST TOTAL 100% AND BE
/ 8 /  PREMIUM ALLOCATION    IN WHOLE NUMBERS.)
- ----------------------------------------------------------------------------
       GROWTH     %   High Yield     %   Income     %   Money Market     %
             -----              -----          -----                -----

       FIXED      %
             ----- 
                                      %

       --------------------      -----
       (Other)



                          (If someone other than the Owner(s) is to be
/ 9 /  PREMIUM PAYMENTS    billed, give billing instructions in number 10.)
- ----------------------------------------------------------------------------
       Payment with Application $                / HO USE /  DT  / BATCH /
                                 -------------      
                                                  --------- ------ -------

       Bill for Premiums of $
                             ------------------

          / /  A        / /  SA        / /  Q        / /  M

          / /  New PAC (Complete PAC app.)           / /  Suspend Billing

          / /  Existing PAC #                    Draw Date      
                             --------------               ------------

       Additional Funds of $          coming from                         
                            ----------           --------------------------
                                                      (name of source)

          / /  Rollover   / /  Direct Rollover   / /  Transfer
              (Complete Rollover/Transfer request form, as appropriate.)

          / /  1035 TFE

           IRA Contribution Year
                                ------------------



/ 10 /  DETAILS AND ENDORSEMENTS
- ----------------------------------------------------------------------------
        SPECIAL REQUESTS/DETAILS




- ----------------------------------------------------------------------------
        HOME OFFICE ENDORSEMENTS (Home Office use only.  Acceptance of the
        contract shall ratify changes entered here by the Society.)




- ----------------------------------------------------------------------------
SIGNATURE FOR APPLICATION
- ----------------------------------------------------------------------------
I have read the statements and answers recorded on this application.  They 
are given to obtain this annuity 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.  The statements and 
answers recorded in number 3 above shall be the basis of my membership in 
Lutheran Brotherhood.  No Registered Representative has the authority to 
waive any question contained in the application or to modify the application 
in any way.

I ALSO UNDERSTAND THAT, UNDER THE ANNUITY CONTRACT APPLIED FOR, THE 
ACCUMULATED VALUE AND DEATH PROCEEDS MAY INCREASE OR DECREASE DAILY BASED ON 
THE INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT; AND THAT THE ANNUITY 
PAYMENTS, WHEN BASED ON THE INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT, 
ARE VARIABLE AND ARE NOT GUARANTEED AS TO MINIMUM DOLLAR AMOUNT.  RECEIPT OF 
A CURRENT VARIABLE ANNUITY PROSPECTUS IS HEREBY ACKNOWLEDGED.



- -----------------------------------    -------------------------------------
Dated At (City and State)      Date    Proposed Annuitant Signature



- -----------------------------------    -------------------------------------
Registered Representative       RR#    Proposed Joint Annuitant
Signature                              Signature (if applicable)


                                                                   , TRUSTEE
                                        ------------------------------------
                                        Trustee Signature (as named in Third
                                        Party Owner section, if applicable)



REGISTERED REPRESENTATIVE REPORT      (Complete for all applications)
- ----------------------------------------------------------------------------
PLEASE ALSO COMPLETE VARIABLE PRODUCT SUITABILITY SUPPLEMENT ON REVERSE SIDE

1.  Do any of the proposed annuitant(s) and/or owner(s) have a relationship
    with LB/LBVIP/LBSC?

    (This includes being the insured, annuitant, owner or payor on another
     contract or account, or having a fraternal relationship with us.)

    / /  Yes      / /  No    If Yes, give details in number 8 below.


2.  Is the BOND magazine received by anyone in the household of the proposed
    annuitant(s)?
                         /0/  Yes       /1/  No


3.  How long have you known the proposed annuitant(s)?        yrs        mos
                                                        ------     ------
    How well? 
              --------------------------------------------------------------


4.  Former address (if not at present address at least 2 yrs): 
                                                               -------------

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


5.  Maiden and/or any previous names: 
                                      --------------------------------------


6.  Split Commissions (if applicable):
    Print name, RR number and percent
    commission:                               Signatures of all RRs:

    RR of Record             No.          %   
                                ----- ----    ------------------------------

    RR                       No.          %
       ---------------------    ----- ----    ------------------------------

    RR                       No.          %
       ---------------------    ----- ----    ------------------------------


7.  Source of Business (CIRCLE AT LEAST ONE BOX FOR ALL CASES):

    /A/  Annual Review     /D/  Fin. Dim.     /J/  Pension     /N/  TSA/IRA

    /Y/  Estate/Charitable Planning      /U/  Direct Mail

    /P/  RR Personal Bus.      /Q/  Fact Finding      /R/  Referral

    /T/  Seminar      /9/  Other      / /  BNA      / /  ENA      / /  FNA


    ------------------------------------------------------------------------
8.  DETAILS AND INSTRUCTIONS




    ------------------------------------------------------------------------
I certify that I personally solicited and secured this application; that I 
have read each question on it to all persons applying for this annuity and 
have truly and accurately recorded the answers exactly as given.  I state, 
to the best of my knowledge, this application IS/IS NOT (CIRCLE ONE) for the 
purchase of an annuity that will replace any existing insurance or annuity 
contract.



            ------------------  --------------------------------------------
            Date                Registered Representative Signature      RR#



                                      (Owner(s) may complete this section to
TELEPHONE TRANSACTION AUTHORIZATION    authorize telephone transaction.)
- ----------------------------------------------------------------------------
I authorize Lutheran Brotherhood ("LB") to accept and act upon telephone 
instructions from me or any other authorized person to transfer Accumulated 
Value under the contract for which application is being made among the 
subaccounts of the Variable Account and/or the Fixed Account of the contract 
or to change the allocation percentages of future premiums to the 
subaccounts of the Variable Account and/or the Fixed Account.  I understand 
that such transfers shall be made on the basis of the relative Unit Values 
next determined following LB's receipt of such instructions in proper order.  
I understand that LB reserves the right to refuse at any time any telephone 
instructions if the caller cannot properly identify himself/herself or 
his/her account.  I fully understand and agree that LB, the Variable 
Account, and any affiliate or agent will not in any manner be liable for any 
loss, expense or cost arising out of any telephone instruction effected.  
Additionally, I specifically waive all rights to dispute such instruction, 
and I agree to indemnify and hold harmless any entity mentioned or implied 
in this paragraph against any such liability.

I further understand this telephone transaction privilege may be modified, 
suspended or discontinued at any time without prior notice to me and that 
this telephone transaction authorization remains in effect until written 
cancellation signed by me is received by LB.  I also understand that this 
privilege is subject to the conditions and provisions of the contract, the 
current prospectus of the Variable Account, and such other rules and 
administrative regulations as LB shall enact.

I understand that as a condition of allowing telephone instructions to be 
made, LB, in its sole option and without prior disclosure to me, any person 
or my agent, may record all or part of any telephone conversation containing 
such instructions.  This form constitutes Written Notice for the transfer of 
Accumulated Value or for the change of allocation percentages.  All terms 
are binding upon my agents, heirs and assigns.

                                         CONTRACT OWNER(S) ONLY SIGN BELOW



                   -----------------     ---------------------------------
                                Date     Proposed Annuitant Signature



- ------------------------------------     -----------------------------------
Irrevocable Beneficiary Signature        Proposed Joint Annuitant Signature
(if applicable)


                                                                   , TRUSTEE
                                         -----------------------------------
                                         Trustee Signature (as named in
                                         Third Party Owner section of the
                                         application, if applicable)



#20713


<PAGE>
                                                      EXHIBIT (6)(a) and (b)


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


                                 ARTICLES OF

                                INCORPORATION

                                     AND

                                    BYLAWS


                             EFFECTIVE MAY 4, 1991




                         [LOGO]   LUTHERAN
                                  BROTHERHOOD

                             Minneapolis, Minnesota


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


<PAGE>


                              BOARD OF DIRECTORS



                              CLAIR E. STROMMEN
                              Chairman of the Board
                              and Director

                              ROBERT P. GANDRUD
                              Director
                              President and Chief Executive
                              Officer

                              ROBERT O. BLOMQUIST
                              Director

                              WILLIAM R. HALLING
                              Director

                              HERBERT D. IHLE
                              Director

                              RICHARD C. KESSLER
                              Director

                              JUDITH K. LARSEN
                              Director

                              JOHN P. MCDANIEL
                              Director

                              SIGURD D. MEDHUS
                              Director

                              MARY ELLEN H. SCHMIDER
                              Director

                              RUSSEL M. SMITH
                              Director

                              LLOYD SVENDSBYE
                              Director

                              STANFORD O. TOSTENGARD
                              Director


<PAGE>


ARTICLES OF

INCORPORATION AND BYLAWS

OF LUTHERAN BROTHERHOOD



RESTATED ARTICLES OF INCORPORATION AS AMENDED BY THE GENERAL CONVENTION ON 
MAY 16, 1987.


We, the undersigned, a majority of whom are adult residents of the State of 
Minnesota, for the purpose of forming a corporation under and pursuant to 
Section 3537 to 3590, inclusive, of Chapter 19 of the General Statutes of 
Minnesota, and especially Chapter 345 of the laws of 1907 and Chapter 96 of 
the laws of 1915, and any amendments thereto, do hereby associate ourselves 
as a body corporate, without capital stock, organized and carried on solely 
for the mutual benefit of its members, and not for profit, and confining its 
membership as hereinafter provided, and we do hereby adopt the following 
Certificate of Incorporation:


ARTICLE  I

The purpose and object of this corporation shall be to serve its membership 
by aiding the Lutheran church bodies, their institutions and congregations, 
fostering patriotism, loyalty, justice, charity, and benevolence; providing 
education and encouragement of the arts; encouraging industry, saving, 
thrift, and development on the part of its members; giving aid in case of 
poverty, sickness, accident, or other misfortunes; owning and operating 
homes, hospitals and sanatoria; furnishing protection and issuing benefit 
contracts, and making payment of benefits thereon in case of death, or 
disability by sickness, accident or old age; and otherwise promoting the 
general welfare of its members.


ARTICLE  II

The name of this corporation shall be LUTHERAN BROTHERHOOD.  The Home Office 
shall be in the City of Minneapolis in the County of Hennepin, in the State 
of Minnesota, or in such other location as the Board of Directors may 
determine.


ARTICLE  III

The supreme legislative or governing body to be known as the General 
Convention, shall be composed of delegates elected by local branches, or of 
delegates elected through a delegate convention system, as provided in the 
Bylaws, together with such other delegates as may be prescribed in the 
Bylaws in accordance with law.  The Board of Directors shall consist of not 
less than five nor more than fifteen members.  The officers shall consist of 
a president, one or more vice presidents, a secretary, a treasurer, and such 
other officers as the Board of Directors may determine, who shall be elected 
as provided in the Bylaws.  The directors and officers shall be selected and 
hold their respective offices pursuant to the provisions of the Bylaws.  No 
director shall be personally liable to the Society, its General Convention 
or its members for monetary damages for breach of fiduciary duty as a 
director, except to the extent such exemption from personal liability or 
limitation thereof is not permitted by applicable laws.


ARTICLE  IV

The first regular meeting of the General Convention for the election of such 
officers shall be held on the first Wednesday of June, 1920.  The first 
meeting of the Board of Directors shall be held at 425 South Fourth Street, 
Minneapolis, Minnesota, on the sixth day of July, 1917.


ARTICLE  V

The names and places of residence of the persons forming this
corporation are:

H. G. Stub of St. Paul, Minnesota.
T. H. Dahl of Minneapolis, Minnesota.
J. N. Kildahl of St. Paul, Minnesota.
G. M. Bruce of Red Wing, Minnesota.
S. T. Reque of St. Paul, Minnesota.
C. J. Eastvold of Dawson, Minnesota.
Th. Eggen and J. A. O. Preus of Minneapolis, Minnesota.
H. L. Ekern of Madison, Wisconsin.


ARTICLE  VI

The names of the members of the first board of directors and first officers 
are:

Th. Eggen, C. J. Eastvold, S. T. Reque, H. L. Ekern, and J. A. O. Preus as 
directors; Th. Eggen as president, C. J. Eastvold as vice president, and J. 
A. O. Preus as secretary-treasurer.


ARTICLE  VII

Any person who:  (1) has been baptized in the Christian faith or is 
affiliated with a Lutheran church organization, and  (2) professes to be 
Lutheran, shall be entitled to membership and shall become a member in the 
manner referred to in the Bylaws.  Each adult benefit contract member shall 
have one vote for delegates to the General Convention.


ARTICLE  VIII

Assets representing the reserves on all outstanding benefit contracts shall 
at all times be held in trust for the fulfillment of the payment of the 
benefits promised in such contracts; and if the regular payments are 
insufficient to pay all death and disability claims in full and provide for 
such reserves, additional payments may be required to meet such deficiency.  
One or more separate accounts may be established and operated to support 
contracts issued on a variable basis in accordance with applicable law, and 
to the extent the provisions of this Article are inconsistent therewith such 
provisions shall not apply to the separate accounts or contracts issued on a 
variable basis.


ARTICLE  IX

These Articles may be amended by a vote of not less than two-thirds of all 
delegates voting thereon at any regular meeting of the General Convention; 
and unless otherwise provided by law may be amended in like manner at any 
special meeting of the General Convention, provided notice of the proposed 
amendment has been given with the notice of such meeting.

The above Restated Articles as amended by the General Convention at its 
meeting held on the 16th day of May, 1987, shall supersede and take the 
place of the Articles of Incorporation originally adopted on June 13, 1917, 
and all amendments thereto.

In testimony whereof, we, the present members of the Board of Directors have 
hereunto set our hands this 24th day of June, 1987.

Arley R. Bjella                          Judith K. Larsen
Robert O. Blomquist                      Sigurd D. Medhus
William R. Halling                       Clair E. Strommen
Richard M. Heins                         Lloyd Svendsbye
Herbert D. Ihle                          Stanford O. Tostengard
James W. Krause                          George A. Wade





AMENDED BYLAWS AS ADOPTED IN PART BY THE TWENTY-THIRD GENERAL CONVENTION ON 
MAY 4, 1991.


SECTION  1
ADMISSION TO MEMBERSHIP

Admission to membership and benefit contracts may be obtained upon 
application and approval by such officers and upon such conditions as the 
Board of Directors may determine.


SECTION  2
ORGANIZATION OF BRANCHES

LUTHERAN BROTHERHOOD  shall consist of members organized in branches.  The 
members who do not belong to a local branch shall constitute and be members 
of a separate branch designated as a regional branch.  Local branches, 
regional branches, or any combination thereof shall be established, and 
governing rules and regulations shall be prescribed in accordance with these 
Bylaws.  A member may elect to belong to a branch of his own choice.  In the 
event a member wishes to transfer from one branch to another, such transfer 
is effective ninety days following receipt of notification by the Secretary 
of LUTHERAN BROTHERHOOD.  Notice of a meeting of any branch may be published 
in the Lutheran Brotherhood BOND, the official publication of LUTHERAN 
BROTHERHOOD, and any such notice shall be deemed sufficient notice to all 
members of such branch.  Branches may admit social members.


SECTION  3
THE GENERAL CONVENTION

A    The supreme governing body of LUTHERAN BROTHERHOOD shall be the General 
Convention, composed of delegates as provided in Section 6 of these Bylaws, 
provided that the elected delegates shall have not less than two-thirds of 
the votes.  The Chairman of the Board of Directors of LUTHERAN BROTHERHOOD 
shall preside at all meetings of the General Convention.  In the event that 
the Chairman of the Board of Directors is unable to serve, the Vice Chairman 
of the Board of Directors shall preside.  In the event neither is able to 
serve, another board member or officer designated by the Board of Directors 
shall preside.

B    Regular meetings of the General Convention shall be held every fourth 
year from 1975, at such time and place as fixed by the Board of Directors.

C    The Chairman of the Board of Directors shall propose to the Board of 
Directors a Nominating Committee from the list of certified delegates prior 
to each regular General Convention to select nominees for the Board of 
Directors' positions to be filled.  The Chairman of the Board of Directors 
shall report to the Board of Directors the recommendation of a Nominating 
Committee, at a regular or special meeting, and the Board of Directors shall 
confirm or, in the alternative, substitute, add to or delete names of those 
proposed by the Chairman of the Board of Directors and appoint the 
Nominating Committee.  The appointed Nominating Committee shall make its 
report to the delegates by mail at least forty days prior to the General 
Convention and to the General Convention.  In order to assure the 
preservation of the representative form of government, guaranteed by the 
fraternal laws of the State of Minnesota, the only other method of making 
nominations for directors to the General Convention shall be by filing with 
the Secretary of LUTHERAN BROTHERHOOD at least twenty days prior to the date 
of the General Convention a petition containing the name or names of the 
proposed nominee or nominees, such petition of a nominee or nominees to be 
signed and subscribed to by not less than ten percent of the certified 
delegates to the General Convention.  Notice of the names of those persons 
duly petitioned and thereby nominated for director shall be provided to the 
certified delegates by mail prior to the General Convention.

D    The Chairman of the Board of Directors of LUTHERAN BROTHERHOOD shall 
also appoint General Convention committees, including a committee to audit 
the expense accounts of the delegates and alternate delegates, a Credentials 
Committee, a Resolutions Committee, and such other committees as may be 
deemed necessary for transacting the business of the General Convention.

E    Special meetings of the General Convention shall consist of the elected 
delegates certified to the last preceding regular General Convention 
together with the ex-officio delegates as provided in Section 6 and may be 
called by not less than two-thirds of the members of the Board of Directors 
or on written request signed by not less than two-thirds of said delegates 
in good standing, as defined in Section 6.  If one or more of the said 
delegates ceases to be an adult benefit contract member in good standing, as 
provided for in Section 6, with respect to the General Convention, such 
person shall be ineligible to be a delegate and such vacancy or vacancies 
shall be filled by one alternate or alternates respectively, and if any 
elected alternates shall fill such vacancies as defined herein, such 
alternates shall assume all of the obligations and responsibilities of the 
delegate replaced.

F    Any undertaking by delegates or others to call a special meeting of the 
General Convention shall be governed by the following rules:

(1)    Prior to or at the time of any solicitation of any written requests
       for a special meeting of the General Convention, the Secretary shall
       be notified in writing by any delegate or group of delegates of the
       intention to seek a call of a special meeting of the General
       Convention.  Such notice shall be filed with the Secretary and shall
       specify the business to be considered at the special meeting of the
       General Convention.

(2)    Any written requests of the delegates shall be filed with the
       Secretary no sooner than thirty days after the said notice and within
       sixty days after the notice and shall be dated and signed after the
       date of the notice.

(3)    When any written request is so filed with the Secretary such shall be
       deemed a final filing and no amendments thereto nor subsequent
       written requests concerning the same subject matter shall be accepted
       by the Secretary.

(4)    When the Secretary has counted and verified the written signatures,
       and those revocations filed and bearing a date prior to the filing of
       the written request, and the number of valid written signatures
       thereon is insufficient to convene a special meeting of the General
       Convention, then no further written request shall be circulated or
       filed involving the same subject matter for one year from the date of
       filing said request.

If, in the determination of the Secretary, a request is proper and complies 
with all legal requirements, the Secretary shall certify and file the 
request with the Board of Directors.  Thereupon, the Board of Directors 
shall set a date and place for such special meeting of the General 
Convention, which shall be not less than thirty days nor more than ninety 
days from the date of the receipt of said written request by the Secretary.  
If a special meeting of the General Convention is called by either the Board 
of Directors or by action of the delegates as prescribed herein, the 
Secretary shall give to each delegate twenty days written notice of such 
special meeting of the General Convention, specifying the business to be 
considered at such a special meeting of the General Convention.


SECTION  4
THE BOARD OF DIRECTORS

A    There shall be twelve elected directors, four of whom shall be elected 
at each regular quadrennial meeting of the General Convention for a term of 
twelve years each.  Further, at each regular quadrennial meeting, the 
General Convention may elect an additional voting director for a term of 
four years, the candidate for which shall be the person then holding the 
position of Chief Executive Officer of the Society, who shall serve as an 
additional voting member of the Board for the term, but only for the period 
that the person holds the position of Chief Executive Officer.

B    No person who is an officer or director of LUTHERAN BROTHERHOOD shall 
be paid any commission, fee, or other compensation for writing any contract 
of insurance with LUTHERAN BROTHERHOOD while such person is an officer or 
director, nor shall any officer or director hold a contract as agent or 
general agent during the term as an officer or director of LUTHERAN
BROTHERHOOD.  All individuals elected as members of the Board at the
Twenty-Third General Convention in 1991, and thereafter, except for the
Chief Executive Officer if elected a director pursuant to Section 4A above, 
must be persons other than officers, employees or persons receiving 
compensation for current active service to the Society, excluding director 
fees.  No officer or employee of LUTHERAN BROTHERHOOD shall receive a Board 
fee for serving on the Board of LUTHERAN BROTHERHOOD or on the Board of any 
LUTHERAN BROTHERHOOD subsidiary.

C    No person elected as a director at the Eighteenth General Convention in 
1971, or thereafter, shall continue to serve as a director after attaining 
age seventy (70); provided that any director elected prior to the Eighteenth 
General Convention may continue to serve as a director to the end of the 
elected term or any successive term without regard to the age limitation 
herein specified; provided that any such director shall retire upon reaching 
age seventy-five (75).

D    The Board of Directors, following each regular meeting of the General 
Convention, and annually thereafter, shall elect a chairman of the Board and 
a vice chairman from among its members, and shall elect annually the 
following senior officers:  a chief executive, a president, one or more vice 
presidents, a secretary, and a treasurer.  One or more of the above offices 
may be held by the same person.  The Board may, in its discretion, designate 
one or more of said elected vice presidents as executive vice president or 
senior vice president, respectively.  The senior officers shall hold office 
at the pleasure of the Board of Directors.  The Board of Directors may elect 
annually such other officers as it may deem prudent, who shall be junior 
officers and who shall hold office at the pleasure of the Board of Directors 
or until removed by the Chief Executive.  A vacancy in any office may be 
filled by the Board of Directors.  No person shall be discriminated against 
as an officer, director, employee, general agent or district representative 
of LUTHERAN BROTHERHOOD because of race, color, national origin, age or sex.  
Each person who serves as director, officer, general agent or district 
representative must be an adult benefit contract member of LUTHERAN 
BROTHERHOOD.

E    The Board of Directors may appoint by a majority vote of the entire 
Board of Directors a director to fill a vacancy in the Board until the next 
regular or special meeting of the General Convention, at which time the 
General Convention shall elect a director to complete the unexpired term, if 
any.  A vacancy may be declared upon the happening of any of the following 
events:  (1) death,  (2) resignation, or  (3) disability.  Disability may 
involve either physical or mental disability which seriously affects the 
ability of a director to participate in the meetings of the Board.  Such 
physical or mental disability shall be certified to after examination by one 
or more physicians selected by majority vote of the remaining directors.  A 
director shall be deemed to be disabled if he or she is unable to attend 
five (5) consecutive regular meetings of the Board of Directors, because of 
such disability.

F    The Board of Directors may create committees and define their powers 
and duties and shall also elect from its membership an Executive Committee 
of not less than four nor more than six members, a quorum of which shall 
consist of three members.  Such Executive Committee shall have and exercise 
all the powers of the Board of Directors while the Board is not in session, 
except the power to amend the Bylaws and matters over which the Board of 
Directors has retained jurisdiction.  The Executive Committee shall also 
perform such duties as are specifically delegated to it by the Board of 
Directors.

G    Regular and special meetings of the Board of Directors shall be held as 
determined by the Board or on call of the Chairman of the Board, or on 
written request signed by any four directors and filed with the Secretary.


SECTION  5
INDEMNIFICATION

A    The Society shall indemnify and reimburse every person who is or was a 
party or is or was threatened to be made a party to any action, suit, 
arbitration or proceeding, whether civil, criminal, administrative or 
investigative, by reason of the fact that such person is or was a director, 
officer, employee or agent of the Society or of any firm, corporation, 
partnership, joint venture, trust, employee benefit plan, or other 
organization which the person served in any capacity at the request of the 
Society against expenses (including counsel fees), judgments, claims, 
liabilities, penalties, forfeitures, fines and amounts paid in settlement 
actually and reasonably incurred by such person in connection with such 
action, suit or proceeding, to the full extent permitted by applicable law.  
The indemnification provided hereby shall continue as to a person who has 
ceased to be a director, officer, employee, agent or trustee and shall inure 
to the benefit of the heirs, executors and administrators of such person.  
In the event that a determination is necessary as to whether the conduct of 
the person to be indemnified meets the standard required by applicable law 
in order to justify indemnification and reimbursement, such determination 
shall be made by the Board of Directors by a majority vote of a quorum 
consisting of persons who were not parties to the action, suit or 
proceeding.  Such indemnification shall include advances of expenses in 
advance of final disposition of such action, suit or proceeding, subject to 
the provisions of any applicable statute.

B    The Society shall have power to purchase and maintain liability 
insurance on behalf of any person who is serving in any capacity mentioned 
in Paragraph A of this Section, whether or not the Society would have the 
power to indemnify such person provided.


SECTION  6
DELEGATES TO THE GENERAL CONVENTION

A    The Board of Directors, by a majority vote of the entire Board, shall 
divide the membership of the Society into Delegate Districts.  In so doing, 
the Board of Directors shall take into consideration geographical 
boundaries, the number of adult benefit contract members, general agency 
territories and any other factors that the Board of Directors may consider 
material, and shall set the boundaries of the Delegate Districts 
accordingly.

B    Each Delegate District shall be entitled to delegates based on the 
number of adult benefit contract members in good standing as of the 
certification date, which shall be a date not more than twelve months 
preceding the date of the regular meeting of the General Convention.  As of 
the certification date, the Board of Directors shall allot delegates to each 
Delegate District as follows:  each Delegate District shall be entitled to 
two delegates and an additional delegate or delegates as determined by the 
Board of Directors on the basis of the number of adult benefit contract 
members residing in said District.  In addition to the alloted delegates to 
each Delegate District, each Delegate District shall elect two alternates to 
act as delegate or delegates should one or more of the elected delegates  
(i) for any reason be unable to serve at the regular meeting of the General 
Convention, or  (ii) be declared by the Board of Directors not to be a 
delegate in good standing.

C    The Board of Directors shall cause to be published in the Lutheran 
Brotherhood BOND, in no event less than five months preceding the date of 
the regular meeting of the General Convention, the official certification of 
the number of delegates to which each Delegate District is entitled.  In the 
same issue of the Lutheran Brotherhood BOND, the Board of Directors shall 
direct the Secretary to publish the boundaries and the number assigned to 
each Delegate District, the time and place for the Delegate District 
balloting to elect delegates to the regular meeting of the General 
Convention, the time and place of the General Convention, the name of the 
Deputy Secretary for each Delegate District and the manner of nominating 
delegates.  The Delegate District balloting shall be held within ninety days 
following the publication notice in the Lutheran Brotherhood BOND.  The 
aforesaid publication in the Lutheran Brotherhood BOND shall be deemed 
sufficient notice to all members.

D    Delegates and alternates from the Delegate District shall be chosen and 
qualify in the following manner:

(l)    The Board of Directors shall appoint a Deputy Secretary for each
       Delegate District, who along with any assistants that might be
       designated, shall appoint a District Nominating Committee made up of
       members residing within the Delegate District to nominate candidates
       for delegates and two candidates for alternate delegates.

(2)    The District Nominating Committee shall file its report in duplicate,
       one copy with the Secretary and one copy with the Deputy Secretary,
       not later than twenty-five days prior to the date set for the
       Delegate District balloting.  Nominations for delegates may also be
       made by a petition signed by not less than thirty-five adult benefit
       contract members residing in the Delegate District.  Residence shall
       be determined as the residence of record of the contract member.
       Petition nominations for delegates shall be filed with the Secretary
       and Deputy Secretary in the same manner required for the report of
       the District Nominating Committee.

(3)    Any candidate for a delegate or alternate or elected delegate or
       alternate must be an adult benefit contract member residing within
       the Delegate District and a member in good standing; provided that
       only one candidate who is a district representative, general agent,
       or other person receiving compensation for current active service to
       LUTHERAN BROTHERHOOD may be elected, or vote, as a delegate from each
       Delegate District.  In order to be a member in good standing, the
       candidate or elected delegate or alternate:

       (a)    Must be an adult benefit contract member.

       (b)    Must not have business or personal interests which would
              constitute a conflict of interest in relation to the business
              operation of LUTHERAN BROTHERHOOD.  The Board of Directors or
              a subcommittee thereof shall determine whether a delegate or a
              candidate for delegate is or is not in good standing:  (i) the
              Board of Directors shall cause the Secretary to give written
              notice to said delegate or candidate for delegate of the
              charges specifying wherein the former apparently fails to
              comply with Paragraph D(3) of this Section;  (ii) the
              challenged delegate or candidate for delegate shall be
              afforded the opportunity to appear personally before the Board
              of Directors, or its subcommittee, or to answer the charges in
              writing within twenty days;  (iii) the decision of the Board
              of Directors or a subcommittee thereof as to whether or not
              the delegate or candidate for delegate is in good standing
              shall be final.

(4)    The vote of a member must be cast in person at a designated location
       in the Delegate District in which the member resides, except that the
       Board of Directors may provide for the return of marked ballots by
       mail to the Secretary.  A member shall be entitled to one vote
       regardless of the number of adult benefit contracts issued to the
       member.

(5)    The secretary shall count the ballots under the supervision of the
       Board of Directors or committee thereof.  The candidates receiving
       the highest number of votes shall be the duly elected delegates for
       the respective Delegate District, and shall be equal in number to the
       number of delegates alloted to a particular Delegate District, and
       the candidate for alternate receiving the most votes shall be the
       duly elected first alternate and the other candidate shall be second
       alternate for the respective Delegate District.  In the event of a
       tie vote as to a delegate or an alternate, the election shall be
       decided by lot by the candidates involved, under the direction of the
       Deputy Secretary.  The names of the delegates and alternates so
       elected, together with the names of the ex-officio delegates, shall
       be certified to by the Secretary and published in the issue of the
       Lutheran Brotherhood BOND no later than sixty days preceding the date
       of the regular meeting of the General Convention.  Such listing in
       the Lutheran Brotherhood BOND shall constitute an official certified
       list of the delegates and alternates for the next regular meeting of
       the General Convention, and upon the election and the qualification
       of delegates to the General Convention the term of office of
       previously elected delegates shall cease.  The publication in the
       Lutheran Brotherhood BOND shall be deemed sufficient notice to all
       members and delegates.

(6)    The expenses of the Deputy Secretaries in connection with the
       delegate elections, and the expenses of the delegates to any regular
       or special meeting of the General Convention shall be determined and
       fixed by order of the Board of Directors.

E    Ex-officio delegate representation at the General Convention shall be 
determined as follows:

(1)    The senior officers, each director, and certain junior officers as
       provided in subparagraph (2) of this Paragraph, who hold such
       positions at the time of any regular or special meeting of the
       General Convention shall be ex-officio delegates to the said General
       Convention, each entitled to one vote.  Any person ceasing to hold
       one of such positions shall cease to be a delegate.

(2)    The Board of Directors shall establish a procedure for the selection
       by lot of ex-officio delegates from among the junior officers.  The
       number of such additional Home Office ex-officio delegates shall be
       one-third of the total of directors and senior officers, as of ninety
       days prior to the General Convention.


SECTION  7
BENEFIT CONTRACTS, SEPARATE ACCOUNTS, FUNDS AND APPORTIONMENT OF DEFICIENCY

A    The Board of Directors shall provide for benefit contracts to be 
issued, upon application and acceptance in a manner and upon such conditions 
as the Board may determine, to persons:  (1) baptized in the Christian faith 
or affiliated with a Lutheran church organization, and  (2) who profess to 
be Lutheran, as provided in the Articles of Incorporation.  The Board of 
Directors may provide for the establishment and operation of one or more 
separate accounts and issue contracts on a variable basis providing for the 
dollar amount of benefits or other contractual payments or values thereunder 
to vary so as to reflect the investment results of such separate accounts.

B    Benefit contracts may be issued on such basis, form, and for such 
benefits and naming such persons as beneficiaries, as the Board of Directors 
may direct.  The Board of Directors may to the extent it deems necessary 
adopt special procedures for the conduct of the business and affairs of any 
separate account.

C    The assets of LUTHERAN BROTHERHOOD shall be kept in one fund or such 
funds as the Board of Directors shall prescribe or the laws shall require.

D    In the event of the impairment of the solvency of LUTHERAN BROTHERHOOD, 
an apportionment shall be charged against each outstanding benefit contract 
on the basis of the member's equitable share of the deficiency as determined 
by the Board of Directors.  The provisions of this Subparagraph D shall not 
apply to the contracts issued on a variable basis.


SECTION  8
PROVISION APPLICABLE TO BENEFIT CONTRACTS

A    The benefit contract of a member shall consist of the application, the 
benefit contract, any amendments or riders thereto, and the Articles of 
Incorporation and Bylaws now or hereafter in force, except that a contract 
on a variable basis shall be subject to the Articles of Incorporation and 
Bylaws in force on the date of its issue.

B    The benefit contract shall also be governed by the following specific 
provisions, unless such contract provides otherwise, or unless such 
provisions are prohibited by state law:

(1)    Upon disaffirmance of a benefit contract by a minor, only the cash
       surrender value of the contract shall be payable, and tender of such
       sum shall be a complete discharge of all liability on such contract.

(2)    Payment of any claim under a benefit contract pursuant to the
       contract or any assignment thereof without notice to the Society of
       any alleged conflicting claimant shall be a complete discharge of the
       obligation for such claim on the contract or assignment.

(3)    In case a benefit contract is lost, destroyed or beyond the member's
       control, such member may, on a form furnished by LUTHERAN
       BROTHERHOOD, have a substitute contract or other evidence of coverage
       issued in its place.  No requested change from the original contract
       shall be effective until the date of issue of the substitute
       contract.


SECTION  9
ROBERT'S RULES OF ORDER TO GOVERN

Unless otherwise provided in the Articles of Incorporation or the Bylaws of 
LUTHERAN BROTHERHOOD, the latest edition of Robert's Rules of Order shall 
govern the proceedings at all meetings.  No vote by proxy shall be 
recognized in any meeting of the General Convention or of the Board of 
Directors.


SECTION  10
AMENDMENTS TO BYLAWS

A    These Bylaws may be amended by a vote of not less than two-thirds of 
all delegates voting thereon at any regular or special meeting of the 
General Convention, or by a vote of not less than three-fourths of all the 
members of the Board of Directors at any regular or special meeting of the 
Board of Directors.

B    In order to be considered by the Convention, any proposed amendment to 
the Bylaws, other than an amendment submitted by the Board of Directors, 
must be signed by at least ten percent of the certified delegates to such 
Convention.  Any proposed amendment shall be filed with the Secretary of 
LUTHERAN BROTHERHOOD at the Home Office at least forty days prior to such 
meeting.  A copy of the proposed amendment shall be forwarded by the 
Secretary to each delegate at least twenty days prior to such meeting.

C    Any member of the Board of Directors must file a proposed amendment 
with the Secretary of LUTHERAN BROTHERHOOD at the Home Office twenty days 
prior to a regular or special meeting of the Board of Directors in order to 
have the same considered by the Board of Directors.

D    Amendments may also be passed without prior notice by unanimous vote of 
the General Convention or of the Board of Directors.

E    Any Bylaw provision relating to the retirement age of directors may be
amended only by the General Convention in accordance with this Section.




I,                          /s/David J. Larson                            of
   ----------------------------------------------------------------------
Lutheran Brotherhood, hereby certify that the annexed copy of the Articles 
of Incorporation and the Bylaws of Lutheran Brotherhood, are a true, exact, 
and complete copy thereof; the Bylaws having been amended by the Board of 
Directors on July 31, 1953; by the Fifteenth General Convention on October 
28, 1959; by the Board of Directors on August 5, 1960, May 25, 1962,  
September 19, 1962; by the Sixteenth General Convention on May 18, 1963; by 
the Board of Directors on July 31, 1964, September 25, 1964, August 5, 1966, 
September 30, 1966, July 28, 1967, October 6, 1967, May 1, 1970, November 6, 
1970, May 27, 1971, December 15, 1972, December 9, 1977, May 5, 1978; the 
Articles of Incorporation having been amended and restated by the Twentieth 
General Convention on May 5, 1979; the Bylaws having been amended in part by 
the Twentieth General Convention on May 5, 1979 and in part by the Board of 
Directors on May 16, 1979 and May 7, 1982; the Articles of Incorporation and 
Bylaws having been amended in part by the Twenty-First General Convention on 
May 7, 1983; the Bylaws having been amended in part by the Board of 
Directors on August 10, 1984 and November 2, 1984; the Articles of 
Incorporation having been amended in part by the Twenty-Second General 
Convention on May 16, 1987; the Bylaws having been amended in part by the 
Twenty-Second General Convention on May 16, 1987 and by the Board of 
Directors on June 24, 1987 and November 4, 1988, and by the Twenty-Third 
General Convention on May 4, 1991.


Given under my hand and the seal of the said Lutheran Brotherhood, as hereto 
affixed at Minneapolis, Minnesota, this




       7th      day of                  May                   A.D., 19  92  
- ---------------        --------------------------------------          -----



                               /s/David J. Larson                           
- ----------------------------------------------------------------------------
                                    Secretary




Subscribed and sworn to before me, a Notary Public, this



       7th      day of                  May                   A.D., 19  92  
- ---------------        --------------------------------------          -----



                               /s/Ann J. Bistodeau                           
- ----------------------------------------------------------------------------
                                    Notary Public


       /Notary Seal/         ANN J. BISTODEAU
                         NOTARY PUBLIC - MINNESOTA
            [State Seal]       WRIGHT COUNTY
                        My commission expires 5-1-94



#20714


<PAGE>
                                                                   EXHIBIT 9
625 Fourth Avenue South
Minneapolis, Minnesota  55415
(612) 340-5727

[LOGO]  LUTHERAN
        BROTHERHOOD

JAMES M. ODLAND
Assistant Vice President
Law Division

January 17, 1994


Lutheran Brotherhood
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 LB 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 (the "Society") 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. 
33-67012 (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 Society 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 Society 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 Society 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

#20715


<PAGE>
                                                                 EXHIBIT  13
                                                                 -----------

                        LB 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 
substantially identical contract issued by an LB affiliate.  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 Company, which is 
substantially identical to the Contract to be issued pursuant to this 
Registration Statement.


                      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 substantially 
identical contract issued by an LB affiliate 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, which is 
substantially identical to the Contract to be issued pursuant to this 
Registration Statement.


<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)
                                                    ===============                        ============

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
           ----------------------------------
</TABLE>



<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>
<CAPTION>
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>
<CAPTION>
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
                                                                                                     --------------
 70
 71
 72
 73
 74
 75
 76
 77
 78
 79
 80
 81
 82
 83
 84
 85
 86
 87
 88
 89
 90
 91
 92
 93
 94
 95
 96
 97
 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 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.  For periods prior to the date of the Prospectus and Statement of 
Additional Information, total return figures are based on a hypothetical 
Contract assumed to have been invested in a Portfolio of the Fund when that 
Portfolio was first available for investment under a variable annuity 
contract issued by an LB affiliate, Lutheran Brotherhood Variable Insurance 
Products Company.  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 substantially identical contract issued by an LB affiliate 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, which is substantially identical to the Contract 
to be issued pursuant to this Registration Statement, 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%
                                                                       =========== =========== =========== =============

(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>

<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%
                                                                       =========== =========== =========== =============

(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
</TABLE>




#20717



<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the LB 
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>                    1,630,149,549
<INVESTMENTS-AT-VALUE>                   1,789,616,785
<RECEIVABLES>                                2,857,472
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                           1,792,474,257
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    1,741,834
<TOTAL-LIABILITIES>                          1,741,834
<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>                             1,790,732,423
<DIVIDEND-INCOME>                           58,083,989
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                              15,818,642
<NET-INVESTMENT-INCOME>                     42,265,347
<REALIZED-GAINS-CURRENT>                    61,880,131
<APPREC-INCREASE-CURRENT>                   96,628,457
<NET-CHANGE-FROM-OPS>                      200,773,935
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     97,018,376
<NUMBER-OF-SHARES-REDEEMED>                 67,503,660
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     722,670,946
<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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