LB VARIABLE INSURANCE ACCOUNT I
485BPOS, 1998-04-29
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                                                 REGISTRATION NO. 33-72386
===========================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                       POST-EFFECTIVE AMENDMENT NO. 7
                                       TO
                                   FORM S-6

                           REGISTRATION STATEMENT
                                  UNDER THE
                           SECURITIES ACT OF 1933

                       LB VARIABLE INSURANCE 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)(ii) 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 INSURANCE ACCOUNT I

                              CROSS REFERENCE SHEET
                          (Reconciliation and Tie Sheet)



Item Number of
  Form N-8B-2            Heading in the Prospectus
- --------------           -------------------------

      1                  Cover Page
      2                  Cover Page
      3                  Not Applicable
      4                  Sales and Other Agreements
      5                  The Variable Account
      6                  The Variable Account
      7                  Not Applicable
      8                  Not Applicable
      9                  Legal Proceedings
      10                 Summary; Contract Benefits; Payment and Allocation 
                           of Premiums; Death Benefit Guarantee; Contract 
                           Rights; General Provisions; Voting Rights
      11                 Summary; LB Series Fund, Inc.
      12                 LB Series Fund, Inc.; Sales and Other Agreements
      13                 Summary; Charges and Deductions; LB Series Fund, 
                           Inc.
      14                 Lutheran Brotherhood and the Variable Account; 
                           Issuance of a Contract; General Provisions
      15                 Payment and Allocation of Premiums
      16                 Lutheran Brotherhood and the Variable Account; 
                           Payment and Allocation of Premiums
      17                 Summary; LB Series Fund, Inc.; Contract Benefits; 
                           Charges and Deductions; Contract Rights; General 
                           Provisions
      18                 Lutheran Brotherhood and the Variable Account; 
                           Contract Benefits; Payment and Allocation of 
                           Premiums; Contract Rights; Safekeeping of the 
                           Variable Account's Assets
      19                 General Provisions; Voting Rights
      20                 Not Applicable
      21                 Loan Privileges
      22                 Not Applicable
      23                 Safekeeping of the Variable Account's Assets; Sales 
                           and Other Agreements
      24                 Definitions; General Provisions
      25                 Lutheran Brotherhood and the Variable Account
      26                 Not Applicable
      27                 Lutheran Brotherhood and the Variable Account
      28                 Lutheran Brotherhood and the Variable Account; 
                           Directors and Officers of LB
      29                 Lutheran Brotherhood and the Variable Account
      30                 Not Applicable
      31                 Not Applicable
      32                 Not Applicable
      33                 Not Applicable
      34                 Not Applicable
      35                 Sales and Other Agreements
      36                 Not Applicable
      37                 Not Applicable
      38                 Summary; Sales and Other Agreements
      39                 Summary; Sales and Other Agreements
      40                 Not Applicable
      41                 Summary; Sales and Other Agreements
      42                 Not Applicable
      43                 Not Applicable
      44                 Summary; Lutheran Brotherhood and the Variable 
                           Account; Accumulated Value and Cash Surrender 
                           Value; Payment and Allocation of Premiums; 
                           Charges and Deductions; Employment-Related 
                           Benefit Plans
      45                 Not Applicable
      46                 Summary; LB Series Fund, Inc.; Charges and 
                           Deductions
      47                 Lutheran Brotherhood and the Variable Account; 
                           Payment and Allocation of Premiums
      48                 Not Applicable
      49                 Not Applicable
      50                 Lutheran Brotherhood and the Variable Account
      51                 Cover Page; Summary; Lutheran Brotherhood; Contract 
                           Benefits; Payment and Allocation of Premiums; 
                           Charges and Deductions; Contract Rights; General 
                           Provisions
      52                 Addition, Deletion or Substitution of Investments
      53                 Federal Tax Matters
      54                 Not Applicable
      55                 Not Applicable
      56                 Not Applicable
      57                 Not Applicable
      58                 Not Applicable
      59                 Financial Statements


<PAGE>
                              Prospectus

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

                             Flexible Premium
                     Variable Life Insurance Contract
                                 Issued By
                           Lutheran Brotherhood
        625 Fourth Avenue South * Minneapolis, Minnesota 55415
                    (800) 423-7056 * (612) 340-7210

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


This Prospectus describes a flexible premium variable life insurance 
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 to persons who are eligible for 
membership in Lutheran Brotherhood.

This Contract is designed to provide maximum flexibility in connection with 
premium payments and death benefits by giving the Contract owner the 
opportunity to allocate net premiums among investment alternatives with 
different investment objectives. A Contract owner may, subject to certain 
restrictions, including limitations on premium payments, vary the frequency 
and amount of premium payments and increase or decrease the level of death 
benefits payable under the Contract. This flexibility allows a Contract 
owner to provide for changing insurance needs under a single insurance 
contract.

Prior to May 1, 1997, LB issued a class of flexible premium variable 
contract ("prior contract" or "VUL 1" contracts), which will no longer be 
issued as various states approve the Contract.  The VUL 1 contracts were 
sold from February 1994 until at least May 1, 1997, and until various states 
approve the Contract.  Your LB representative will be able to inform you 
whether the Contract has become available after May 1, 1997.  Even though 
the VUL 1 contracts will no longer be issued, premium payments are still 
made under the VUL 1 contracts.  This prospectus principally describes the 
Contract but also describes the VUL 1 contracts.  The principal differences 
between the Contract and the VUL 1 contracts relate to the charges made by 
LB, different premium classes, issue ages and maturity ages, and different 
ranges of face amounts.  See the section entitled "APPENDIX D - PRIOR 
CONTRACTS" in the Prospectus.

   
In general, net premiums will be allocated to one or more of the Subaccounts 
of the Variable Account according to the Contract owner's instructions. 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. The Contract owner bears the entire 
investment risk for all amounts allocated to the Variable Account; no 
minimum Accumulated Value is guaranteed.
    

Because the charges imposed upon early surrender or lapse may be 
significant, you should purchase a Contract only if you have the financial 
capability to keep it in force for a substantial period of time. Also, 
charges imposed upon surrender or lapse of the Contract will usually exceed 
the Accumulated Value of the Contract during the early Contract years, which 
means that payments sufficient to maintain the Death Benefit Guarantee will 
usually be required to avoid lapse during this period of time. Moreover, 
because additional charges may be imposed upon surrender or lapse after a 
requested increase in Face Amount, the Death Benefit Guarantee may be 
required to avoid lapse after a requested increase whenever the Accumulated 
Value is not sufficient to cover these additional charges.


         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 THE PROSPECTUS. 
         ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                ----------------------------------
This Prospectus 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.


                           TABLE OF CONTENTS
                                                                  Page
DEFINITIONS                                                          5 
SUMMARY                                                              8
   The Contract                                                      8
   Subaccounts of the Variable Account; Portfolios of the Fund       8
   Death Proceeds and Death Benefit Options                          9
   Additional Insurance Benefits                                     9
   Amount of Accumulated Value and Cash Surrender Value             10
   Flexibility to Adjust Amount of Death Benefit                    10
   Contract Issuance                                                11
   Allocation of Net Premiums                                       11
   Contract Lapse and Reinstatement                                 11
   Death Benefit Guarantee Protection                               12
   Charges Assessed in Connection with the Contract                 12
   Free Look Privileges                                             14
   Loan Privileges                                                  14
   Exchange Privileges                                              15
   Surrender of the Contract                                        15
   Tax Treatment of Accumulated Value                               15
   Tax Treatment of Death Benefits Received by the Beneficiary      16
   Employment-Related Benefit Plans                                 16
LUTHERAN BROTHERHOOD AND THE VARIABLE ACCOUNT                       16
   Lutheran Brotherhood                                             16
   The Variable Account                                             16
   LB Series Fund, Inc.                                             17
   Performance Information                                          18
   Addition, Deletion or Substitution of Investments                18
CONTRACT BENEFITS                                                   19
   Death Benefits                                                   19
   Accumulated Value and Cash Surrender Value                       24
   Payment of Contract Benefits                                     25
PAYMENT AND ALLOCATION OF PREMIUMS                                  26
   Issuance of a Contract                                           26
   Amount and Timing of Premiums                                    27
   Allocation of Premiums and Accumulated Value                     28
   Contract Lapse and Reinstatement                                 29
CHARGES AND DEDUCTIONS                                              31
   Premium Expense Charges                                          31
   Accumulated Value Charges                                        32
   Decrease Charge                                                  32
   Monthly Deduction                                                35
   Partial Surrender Charge                                         39
   Charges Against the Variable Account                             39
DEATH BENEFIT GUARANTEE                                             39
CONTRACT RIGHTS                                                     42
   Loan Privileges                                                  42
   Surrender Privileges                                             43
   Free Look Privileges                                             46
   Exchange Privileges                                              46
GENERAL PROVISIONS                                                  47
   Postponement of Payments                                         47
   Date of Receipt                                                  47
   The Contract                                                     47
   Suicide                                                          48
   Incontestability                                                 48
   Change of Owner or Beneficiary                                   48
   Assignment as Collateral                                         48
   Misstatement of Age or Gender                                    48
   Due Proof of Death                                               48
   Reports to Contract Owners                                       48
   Additional Insurance Benefits                                    49
   Charitability for Life                                           49
   Accelerated Benefits Rider                                       50
   Reservation of Certain Rights                                    50
FEDERAL TAX MATTERS                                                 51
   Contract Proceeds                                                51
   LB's Tax Status                                                  53
EMPLOYMENT-RELATED BENEFIT PLANS                                    54
VOTING RIGHTS                                                       54
DIRECTORS AND OFFICERS OF LB                                        55
   Directors                                                        55
   Executive Officers                                               55
SALES AND OTHER AGREEMENTS                                          56
YEAR 2000                                                           57
LEGAL PROCEEDINGS                                                   58
LEGAL MATTERS                                                       58
EXPERTS                                                             58
FURTHER INFORMATION                                                 58
FINANCIAL STATEMENTS                                                58
APPENDIX A - Illustrations of Death Benefits, Accumulated
   Values and Cash Surrender Values                                A-1
APPENDIX B - Deferred Administrative Charges Per
   $1,000 of Face Amount                                           B-1
APPENDIX C - Initial Monthly Administrative Charges Per
   $1,000 of Face Amount                                           C-1
APPENDIX D - Prior Contracts                                       D-1
    


Replacing existing insurance with a Contract described in this Prospectus 
may not be to your advantage. In addition, it may not be to your advantage 
to purchase this Contract to obtain additional insurance protection if you 
already own another life insurance contract.

This Prospectus does not constitute an offering or solicitation in any 
jurisdiction in which such offering or solicitation may not be lawfully 
made. No person is authorized to give any information or to make any 
representations in connection with this offering other than those contained 
in this Prospectus or the accompanying Fund prospectus and, if given or 
made, such information or representations must not be relied upon as having 
been authorized.

This entire Prospectus should be read to completely understand the Contract 
being offered.

The primary purpose of the Contract is to provide insurance protection for 
the beneficiary named in the Contract. No claim is made that the Contract is 
in any way similar or comparable to a systematic investment plan of a mutual 
fund.


                              DEFINITIONS

Accumulated Value. The total amount of value held under a Contract at any 
time (which equals the sum of the amounts held in the Loan Account and 
Variable Account). The Accumulated Value should be distinguished from the 
Cash Surrender Value. The Accumulated Value, unlike the Cash Surrender 
Value, is not reduced by any Decrease Charge or Contract Debt.

Attained Age. On any day during the first Contract Year, the age of the 
Insured on the Date of Issue, and then, on any day during each succeeding 
Contract Year, the age of the Insured on the Contract Anniversary on or 
immediately prior to that day.

Beneficiary. The Beneficiary designated by the applicant in the application. 
If changed, the Beneficiary is as shown in the latest change filed with LB. 
If no Beneficiary survives and unless otherwise provided, the Insured's 
estate will be the Beneficiary.

Cash Surrender Value. The Accumulated Value less any Contract Debt and any 
Decrease Charge.

CDSC Premium. An annual premium amount determined by LB and used solely for 
the purpose of calculating the maximum Contingent Deferred Sales Charge.

Contingent Deferred Sales Charge. A contingent deferred sales charge to 
compensate LB for the cost of selling the Contract, including sales 
commissions, the printing of prospectuses and sales literature, and 
advertising. The Contingent Deferred Sales Charge will be imposed if the 
Contract is surrendered or lapses, or will be imposed in part if the 
Contract Owner requests a decrease in Face Amount, in each case at any time 
before 180 Monthly Deductions have been made. A separate Contingent Deferred 
Sales Charge will also be calculated, and then reduced over a 15-year 
period, in a similar manner upon a requested increase in Face Amount.

Contract. The flexible premium variable life insurance contract offered by 
LB and described in this Prospectus.

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

Contract Date. The latest of (i) the Date of Issue; (ii) the date LB 
receives the first premium payment on the Contract at its Home Office; and 
(iii) any other date mutually agreed upon by LB and the Contract Owner. The 
Contract Date is the date on which the initial Net Premium payment(s) will 
be allocated to the Variable Account.

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

Contract Owner. The Insured, unless otherwise designated in the application. 
If a Contract has been absolutely assigned, the assignee becomes the 
Contract Owner. A collateral assignee is not the Contract Owner.

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 shown on page 3 of the Contract that is used to 
determine Contract Anniversaries, Monthly Anniversaries, Contract Years and 
Contract Months, each of which is measured from the Date of Issue.

Death Benefit. The amount calculated under the applicable Death Benefit 
Option (Option A or Option B). The Death Benefit should be distinguished 
from the cash proceeds payable on the Insured's death, which will be the 
Death Benefit less Contract Debt and any unpaid Monthly Deductions.

Death Benefit Guarantee. A feature of the Contract guaranteeing that the 
Contract will not lapse if on each Monthly Anniversary the total cumulative 
premiums paid under the Contract, less any partial surrenders and Contract 
Loan Amount, equal or exceed the sum of the Death Benefit Guarantee Premiums 
in effect for each Monthly Anniversary since the issuance of the Contract.

Death Benefit Guarantee Premium. A monthly premium amount specified in the 
Contract. The Death Benefit Guarantee Premium determines the payments 
required to maintain the Death Benefit Guarantee.

Death Benefit Option. Either of two death benefit options available under 
the Contract (Option A and Option B).

Death Benefit Option A, or Option A. One of two Death Benefit Options 
available under the Contract. Under this option, the Death Benefit is the 
greater of (a) the Face Amount plus the Accumulated Value and (b) the 
applicable percentage of Accumulated Value (with the Accumulated Value in 
each case being determined on the Valuation Date on or next following the 
date of the Insured's death).

Death Benefit Option B, or Option B. One of two Death Benefit Options 
available under the Contract. Under this option, the Death Benefit is the 
greater of (a) the Face Amount and (b) the applicable percentage of 
Accumulated Value on the Valuation Date on or next following the date of the 
Insured's death.

Debt. The sum of all unpaid Contract loans (including any unpaid loan 
interest added to the loan balance) outstanding on a relevant date, less any 
unearned prepaid loan interest. Contract Debt should be distinguished from 
the Loan Amount (see definition of "Loan Amount" below), in that the Loan 
Amount includes any unearned prepaid loan interest.

Decrease Charge. A deferred Contract charge consisting of the Contingent 
Deferred Sales Charge and the Deferred Administrative Charge. The Decrease 
Charge is deducted from the Subaccounts of the Variable Account and paid to 
LB upon full lapse or surrender of the Contract, or in part upon a requested 
decrease in Face Amount. A separate amount of Decrease Charge is determined 
for the initial Face Amount and for each requested increase in Face Amount.

Deferred Administrative Charge. A deferred administrative charge to 
reimburse LB for administrative expenses incurred in issuing the Contract. 
The Deferred Administrative Charge will be imposed if the Contract is 
surrendered or lapses, or will be imposed in part if the Contract Owner 
requests a decrease in the Face Amount, in each case at any time before 180 
Monthly Deductions have been made. A separate Deferred Administrative Charge 
will also be calculated, and then reduced over a 15-year period, in a 
similar manner upon a requested increase in Face Amount.

Face Amount. The minimum Death Benefit under the Contract as long as the 
Contract remains in force. The Face Amount will be specified in the 
Contract.

Free Look Period. A period which follows the application for the Contract 
and its issuance to the Contract Owner (the "initial Free Look Period") and 
which also follows any application for and approval of an increase in Face 
Amount. During the initial Free Look Period, the Contract Owner may cancel 
the Contract and receive a refund. During a Free Look Period that applies 
following a requested increase in Face Amount, the Contract Owner has a 
right to cancel the increase in Face Amount and, in effect, receive a credit 
or refund of charges and deductions attributable to such increase.

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

General Account. The assets of LB other than those allocated to the Variable 
Account or any other separate account.

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.

Initial Monthly Charge. An initial monthly charge to reimburse LB for 
administrative expenses incurred in issuing the Contract. The Initial 
Monthly Charge will be deducted as part of the first 180 Monthly Deductions. 
A separate Initial Monthly Charge for Increases will also be calculated in a 
similar manner upon a requested increase in Face Amount or the issuance of a 
rider providing additional insurance benefits on the Insured's spouse.

Insured. The person upon whose life the Contract is issued.

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

LBVIP. Lutheran Brotherhood Variable Insurance Products Company, which is an 
indirect subsidiary of Lutheran Brotherhood.

Loan Account. The funds transferred from the Subaccount(s) of the Variable 
Account to LB's General Account as security for Contract loans.

Loan Amount. The sum of all unpaid Contract loans (including any unpaid loan 
interest added to the loan balance) outstanding on a relevant date. The Loan 
Amount should be distinguished from Contract Debt (see definition of "Debt" 
above), in that Contract Debt excludes any unearned prepaid loan interest.

Lutheran Brotherhood ("LB"). Lutheran Brotherhood, a fraternal benefit 
society organized under the laws of the State of Minnesota and owned by and 
operated for its members.

Minimum Conditional Insurance Premium. The premium required to put temporary 
insurance coverage into effect on a conditional basis.

Minimum Contract Issuance Premium. The minimum premium required for issuance 
of the Contract.

Minimum Face Amount. The minimum Face Amount for a Contract at issuance and 
after any requested decrease in Face Amount.

Monthly Anniversary. The same date in each succeeding month as the Date of 
Issue.

Monthly Deduction. Monthly charges deducted from the Accumulated Value of 
the Contract. These charges include the cost of insurance charge; a basic 
monthly administrative charge ($10.00 per month); the Initial Monthly 
Charge; and charges for additional insurance benefits. "Monthly Deduction" 
also includes any Decrease Charge being deducted for a requested decrease in 
Face Amount during the preceding Contract Month.

Net Premium. The premium paid less the Premium Expense Charges.

Planned Annual Premium. The initial Scheduled Premium under the Contract on 
an annualized basis as selected by the Contract Owner at the time of issue. 
The Planned Annual Premium will be shown in the Contract.

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

Premium Expense Charges. An amount deducted from each premium payment, which 
consists of a percent-of-premium charge of 5% of each premium payment (a 5% 
sales charge ) and a premium processing charge of $1.00 per premium payment 
($.50 for automatic payment plans). LB reserves the right to increase the 
premium processing charge in the future to an amount not exceeding $2.00 per 
premium payment ($1.00 for automatic payment plans).

Scheduled Premium(s). The scheduled periodic premium payments selected by 
the Contract Owner. This premium payment can be changed by the Contract 
Owner at any time. Scheduled Premiums are relevant only in determining how 
much a Contract Owner will be billed periodically and determining the 
Minimum Contract Issuance Premium.

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

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

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

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 to affect materially the Unit Value in the 
corresponding Subaccount of the Variable Account.

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

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


                                   SUMMARY

The Contract

This flexible premium variable life insurance contract (the "Contract") 
issued by Lutheran Brotherhood ("LB") allows the Contract Owner, subject to 
certain limitations, to make premium payments in any amount up to the 
Insured's Attained Age 100 and at any frequency. As long as the Contract 
remains in force, it will provide for (1) life insurance coverage on the 
named Insured; (2) Accumulated Value; (3) surrender rights and Contract loan 
privileges; and (4) a variety of additional insurance benefits. The Contract 
described in this Prospectus is being offered by LB to provide protection 
against economic loss when the Insured dies, and not primarily as an 
investment.

The Contract is called "flexible premium" because, unlike many other 
insurance contracts, there is no fixed schedule for premium payments, even 
though each Contract Owner may establish a schedule of periodic premium 
payments ("Scheduled Premiums") which may be changed by the Contract Owner 
at any time. See "PAYMENT AND ALLOCATION OF PREMIUMS--Amount and Timing of 
Premiums". The Contract is called "variable" because, unlike a conventional 
fixed-benefit whole life insurance contract, the Death Benefit under the 
Contract may, and the Accumulated Value and the Cash Surrender Value will, 
vary to reflect the investment performance of the selected Subaccounts of 
the Variable Account, as well as other factors. See "CONTRACT BENEFITS".

The failure to pay Scheduled Premiums will not itself cause the Contract to 
lapse. Conversely, the payment of premiums in any amount or frequency 
(including Scheduled Premiums) will not necessarily guarantee that the 
Contract will remain in force, except to the extent these premium payments 
are sufficient to maintain the Death Benefit Guarantee. See "DEATH BENEFIT 
GUARANTEE". In general, subject to the Death Benefit Guarantee, the Contract 
will lapse when (a) Cash Surrender Value is insufficient to pay the Monthly 
Deduction (for insurance and administration charges) or (b) Contract Debt 
exceeds Accumulated Value less any Decrease Charge, and in either case if a 
grace period expires without sufficient additional payments. See "PAYMENT 
AND ALLOCATION OF PREMIUMS--Contract Lapse and Reinstatement".

LB will require satisfactory evidence of insurability before issuing any 
Contract.

LB is offering the Contract only to Insureds who are eligible for membership 
in Lutheran Brotherhood.

Subaccounts of the Variable Account; Portfolios of the Fund

   
Each Contract Owner allocates the Net Premium payments made under such 
owner's 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. 
Subject to certain restrictions, the Contract Owner may transfer amounts 
among the Subaccounts of the Variable Account (see "PAYMENT AND ALLOCATION 
OF PREMIUMS--Allocation of Premiums and Accumulated Value").
    

The investment objectives of the Portfolios of the Fund (individually a 
"Portfolio" and collectively the "Portfolios") are:

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

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

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

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

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

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

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

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

   
The Fund is a diversified, open-end management investment company (commonly 
called a "mutual fund"), for which LB acts as investment adviser. LB is paid 
a daily fee by the Fund for its investment management services equal to an 
annual rate of .40% of the aggregate average daily net assets of the Money 
Market, Income, High Yield, Growth, Mid Cap Growth, and Opportunity Growth 
Portfolios.  LB also receives a daily investment advisory fee from the Fund 
equal to .85% of the aggregate average daily net assets of the World Growth 
Portfolio, as described in the accompanying current prospectus for the Fund. 
See "LUTHERAN BROTHERHOOD AND THE VARIABLE ACCOUNT--LB Series Fund, Inc." 
The accompanying prospectus of the Fund contains detailed information about 
the Fund, its Portfolios, the investment advisory arrangement, and other 
matters relating to the Fund and its investment objectives and policies.
    

Death Proceeds and Death Benefit Options

As long as the Contract remains in force, LB will pay the proceeds from the 
Contract to the Beneficiary upon receipt of due proof of death of the 
Insured. If the Insured dies before age 100, the proceeds from the Contract 
will consist of the Contract's Death Benefit, plus any insurance proceeds 
provided by additional insurance benefits on the Insured's life, less any 
outstanding Debt and any unpaid Monthly Deductions. If the Insured dies at 
or after age 100, the amount payable will be the Cash Surrender Value on the 
date of death. See "CONTRACT BENEFITS--Death Benefits" and "GENERAL 
PROVISIONS--Additional Insurance Benefits".

There are two Death Benefit Options. Death Benefit Option A provides for the 
greater of (a) the Face Amount plus the Accumulated Value and (b) the 
applicable percentage of Accumulated Value (with Accumulated Value in each 
case being determined on the Valuation Date on or next following the 
Insured's date of death). Death Benefit Option B provides for the greater of 
(a) the Face Amount and (b) the applicable percentage of Accumulated Value 
on the Valuation Date on or next following the date of the Insured's death. 
As long as the Contract remains in force, the Death Benefit will not be less 
that the Contract's Face Amount in force.

Additional Insurance Benefits

Additional insurance benefits offered under the Contract include: waiver of 
selected amount in the event of total disability; additional insurance 
coverage for accidental death; term insurance on the Insured's spouse; term 
insurance on the Insured's children; a right to increase the Face Amount of 
the Contract on certain specified dates or life events without proof of 
insurability; and a cost of living insurance adjustment without proof of 
insurability. See "GENERAL PROVISIONS--Additional Insurance Benefits". The 
cost of these additional insurance benefits will be deducted from the 
Accumulated Value as part of the Monthly Deduction. See "CHARGES AND 
DEDUCTIONS--Accumulated Value Charges--Monthly Deduction".

Charitability for Life (SM) is a benefit that enables Contract Owners to 
increase their charitable gifts to Lutheran charitable organizations and 
congregations. Charitability for Life is available for no additional premium 
whenever a Contract Owner has designated a Lutheran charitable organization 
or congregation as a beneficiary for at least $1,000 of Death Benefit on his 
or her Contract.  See "GENERAL PROVISIONS -- Charitability for Life."

Under certain circumstances, an Accelerated Benefits Rider allows a Contract 
Owner residing in a state that has approved such rider to receive benefits 
from the Contract that would be otherwise payable upon the death of the 
Insured. See "GENERAL PROVISIONS--Accelerated Benefits Rider". The tax 
treatment of benefits paid under the Accelerated Benefits Rider is currently 
uncertain. See "FEDERAL TAX MATTERS--Contract Proceeds--Benefits Paid under 
the Accelerated Benefits Rider".

Amount of Accumulated Value and Cash Surrender Value

The Accumulated Value of the Contract is the total amount of the value held 
under the Contract at any time (which equals the sum of the amounts held in 
the Loan Account and the Variable Account). The Contract's Accumulated Value 
in the Variable Account will reflect the investment performance of the 
chosen Subaccounts of the Variable Account, any Net Premiums paid, any 
partial surrenders, any loans, any loan repayments, any loan interest paid 
or credited, and any charges assessed in connection with the Contract 
(including any Decrease Charge previously imposed upon a requested decrease 
in Face Amount). The Contract Owner bears the entire investment risk for 
amounts allocated to the Variable Account. LB does not guarantee a minimum 
Accumulated Value. See "CONTRACT BENEFITS--Accumulated Value and Cash 
Surrender Value". The Accumulated Value is relevant to continuation of the 
Contract, to Cash Surrender Value (which determines various other rights 
under the Contract), to determining the amount available for Contract loans, 
and to computation of cost of insurance charges, and may be relevant to the 
computation of Death Benefits.

The Contract's Cash Surrender Value will be the Accumulated Value less any 
Contract Debt and any Decrease Charge. The Cash Surrender Value is relevant 
to continuation of the Contract and to determining the amount available upon 
partial or total surrender of the Contract.

Flexibility to Adjust Amount of Death Benefit

The Contract Owner has significant flexibility to adjust the Death Benefit 
by increasing or decreasing the Face Amount of the Contract. Any change in 
the Face Amount may affect the charges under the Contract. Any increase in 
the Face Amount will result in an increase in the Monthly Deduction, and any 
requested increase in Face Amount will also increase the Decrease Charge, 
which is imposed upon lapse or surrender of the Contract or in part upon a 
requested decrease in Face Amount. For any requested decrease in Face 
Amount, that part of the Decrease Charge reflecting the decrease will reduce 
the Accumulated Value attributable to the Contract, and the Decrease Charge 
will be reduced by this amount. See "CONTRACT BENEFITS--Death Benefits--
Changes in Face Amount".

The minimum requested increase in Face Amount is $25,000 and any requested 
increase may require additional evidence of insurability. See "CONTRACT 
BENEFITS--Death Benefits--Changes in Face Amount". Any requested increase in 
Face Amount is subject to a limited "free look" privilege (see "CONTRACT 
RIGHTS--Free Look Privileges"), and, during the first 24 months following 
the increase, to an exchange privilege (see "CONTRACT RIGHTS--Exchange 
Privileges").

Any requested decrease in Face Amount cannot result in a Face Amount less 
than the Minimum Face Amount. The minimum Face Amount ("Minimum Face 
Amount") at issue for a Contract is $50,000 for Insureds with an Attained 
Age of 18 through 50, and $25,000 for all other Insureds. After issuance of 
the Contract, the Minimum Face Amount at issue continues to apply to the 
Contract, except that if a Contract has a Minimum Face Amount of $50,000 the 
Minimum Face Amount will be reduced to $25,000 after an Insured reaches 
Attained Age 51. LB reserves the right to establish a different Minimum Face 
Amount for Contracts issued in the future.

To the extent that a requested decrease in Face Amount would result in 
cumulative premiums exceeding the maximum premium limitations applicable 
under the Internal Revenue Code for life insurance, LB will not effect the 
decrease. See "PAYMENT AND ALLOCATION OF PREMIUMS--Amount and Timing of 
Premiums--Premium Limitations".

Contract Issuance

If the applicant desires to have temporary insurance pending Contract 
issuance, LB will require a premium payment (the "Minimum Conditional 
Insurance Premium") equal to three initial Death Benefit Guarantee Premiums, 
or, in the case of automatic monthly payment plans, two initial Death 
Benefit Guarantee Premiums. If LB subsequently determines that the proposed 
Insured is not an acceptable risk under LB's underwriting standards and 
rules, even if the Minimum Conditional Insurance Premium has been paid, no 
temporary insurance coverage will have been provided and any premium paid 
will be refunded (without interest). Upon delivery of the Contract, the 
balance (if any) of the premium required before issuance of the Contract 
(the "Minimum Contract Issuance Premium") must be paid. The Minimum Contract 
Issuance Premium will equal the initial Scheduled Premium selected by the 
Contract Owner (e.g., the quarterly, semi-annual or annual premium payment 
selected by the Contract Owner), or, in the case of automatic monthly 
payment plans, the greater of the Minimum Conditional Insurance Premium or 
the initial Scheduled Premium. If the Date of Issue precedes the Contract 
Date and the Minimum Contract Issuance Premium otherwise required would not 
provide a premium payment sufficient to cover the next Contract Month, 
additional Scheduled Premium payment(s) sufficient to cover through the next 
Contract Month will be required. See "PAYMENT AND ALLOCATION OF PREMIUMS--
Amount and Timing of Premiums".

Until the Contract Date, premium payments will be held in LB's General 
Account. If a Contract is issued, interest will be credited on premium 
payments held in the General Account at a rate of interest determined by LB; 
no interest will be credited on these premium payments if no Contract is 
issued (but the full amount of any premiums paid, without deduction of any 
Contract charges, will be refunded). On the Contract Date, the Premium 
Expense Charges attributable to the premiums paid will be deducted and the 
balance of the amount of such premiums held in the General Account, together 
with any interest credited on premiums held in the General Account (on which 
no Premium Expense Charges will be imposed), will be transferred from the 
General Account and allocated to the Variable Account among the 
Subaccount(s) pursuant to the Contract Owner's instructions. See "PAYMENT 
AND ALLOCATION OF PREMIUMS--Issuance of a Contract".

Allocation of Net Premiums

Net Premiums are the premiums paid less the Premium Expense Charges. See 
"CHARGES AND DEDUCTIONS--Premium Expense Charges". Net Premiums will 
generally be allocated to the Subaccount(s) of the Variable Account in 
accordance with the Contract Owner's instructions (as specified in the 
Application for the Contract or as subsequently changed). Each Subaccount 
invests in a corresponding Portfolio of the Fund. The Contract Owner will 
bear the investment risk of Net Premiums allocated to the Subaccount(s). 
Subject to certain restrictions, a Contract Owner may transfer amounts among 
the Subaccounts of the Variable Account. See "PAYMENT AND ALLOCATION OF 
PREMIUMS--Allocation of Premiums and Accumulated Value".

The Contract Owner must notify LB if payment is a premium payment; 
otherwise, it will be considered a loan repayment.

Contract Lapse and Reinstatement

The failure to make a Scheduled Premium payment will not itself cause a 
Contract to lapse. Subject to the Death Benefit Guarantee (see "DEATH 
BENEFIT GUARANTEE"), lapse will only occur when (a) the Cash Surrender Value 
(that is, the Accumulated Value less any Contract Debt and any Decrease 
Charge) is insufficient to cover the Monthly Deduction or (b) Contract Debt 
exceeds the Accumulated Value less any Decrease Charge, and in either case 
if a 61-day grace period expires without a sufficient payment. See "PAYMENT 
AND ALLOCATION OF PREMIUMS--Contract Lapse and Reinstatement".

Subject to certain conditions (including evidence of insurability 
satisfactory to LB and the payment of a sufficient premium), a Contract may 
be reinstated at any time within 5 years after the expiration of the grace 
period. See "PAYMENT AND ALLOCATION OF PREMIUMS--Contract Lapse and 
Reinstatement".

Death Benefit Guarantee Protection

The Contract will not lapse if sufficient premium payments have been made to 
maintain the Death Benefit Guarantee. In general, in order to maintain the 
Death Benefit Guarantee, as of each Monthly Anniversary the total cumulative 
premiums paid under the Contract, less any partial surrenders and Contract 
Loan Amount must equal or exceed the sum of the Death Benefit Guarantee 
Premiums in effect for each Monthly Anniversary since the issuance of the 
Contract. If the Death Benefit Guarantee requirement is not met on a Monthly 
Anniversary but the Cash Surrender Value less any unearned prepaid loan 
interest is greater than or equal to the sum of Death Benefit Guarantee 
Premiums from the Date of Issue through that Monthly Anniversary, then the 
sum of premiums paid as used above will be deemed to increase through that 
date to the amount necessary to meet the Death Benefit Guarantee 
requirement. In addition, a portion of any partial surrender or Contract 
Loan Amount may be excluded when determining if the Death Benefit Guarantee 
requirement is met. The Death Benefit Guarantee applies until the specified 
Attained Age of the Insured shown in the Contract, which Attained Age will 
be the later of (a) the Insured's Attained Age 71 and (b) the Attained Age 
of the Insured at the end of a period ranging from 8 to 34 years (varying 
with the Insured's Attained Age at issue) from the Date of Issue. The Death 
Benefit Guarantee terminates immediately as of any Monthly Anniversary when 
these cumulative premium requirements are not satisfied. LB will send 
written notice to the Contract Owner indicating that the Death Benefit 
Guarantee has terminated, and the Contract Owner will have 31 days from the 
date such notice is sent by LB to reinstate the Death Benefit Guarantee, 
after which the Death Benefit Guarantee can never be reinstated. During this 
31 day reinstatement period, the Contract Owner will not have the protection 
of the Death Benefit Guarantee. The written notice of termination from LB to 
the Contract Owner will indicate the premium payment required to reinstate 
the Death Benefit Guarantee. See "DEATH BENEFIT GUARANTEE".

Whenever the Monthly Deduction to be made would result in a Cash Surrender 
Value less than zero, any excess of Accumulated Value over Contract Debt 
will be used to pay the Monthly Deduction. If available Accumulated Value is 
less than the Monthly Deduction then due and the Death Benefit Guarantee is 
in effect, LB will pay the deficiency.

The Death Benefit Guarantee provides significant protection against lapse of 
the Contract. First, the Death Benefit Guarantee can prevent lapse of the 
Contract due to a decrease in Cash Surrender Value resulting from poor 
investment performance. Also, the Death Benefit Guarantee will probably be 
necessary to avoid lapse of the Contract during the early Contract Years 
because the Cash Surrender Value will probably not be sufficient to cover 
the Monthly Deduction. Finally, because the Decrease Charge will increase 
after a requested increase in Face Amount, thereby reducing the Cash 
Surrender Value, the Death Benefit Guarantee may also be necessary to avoid 
lapse after a requested increase in Face Amount. See "DEATH BENEFIT 
GUARANTEE".

Charges Assessed in Connection with the Contract

Premium Expense Charges. Certain charges (the "Premium Expense Charges") 
will be deducted from each premium payment. The Premium Expense Charges will 
consist of a percent-of-premium charge of 5% of each premium payment (a 5% 
sales charge) and a premium processing charge of $1.00 per premium payment 
($.50 for automatic payment plans). LB reserves the right to increase the 
premium processing charge in the future to an amount not exceeding $2.00 per 
premium payment ($1.00 for automatic payment plans).

Monthly Deduction. On the Contract Date and on each Monthly Anniversary 
thereafter, the Accumulated Value will be reduced by a Monthly Deduction 
equal to the sum of the monthly cost of insurance charge, monthly 
administration charges, and a charge for any additional insurance benefits 
added by rider. The monthly cost of insurance charge will be determined by 
multiplying the net amount at risk (that is, in general, the Death Benefit 
less Accumulated Value) by the applicable cost of insurance rate(s), which 
will depend upon the gender, Attained Age and premium class of the Insured 
and upon LB's expectation as to future mortality experience, but which will 
not exceed the guaranteed cost of insurance rates set forth in the Contract 
based on the Insured's Attained Age and the 1980 Commissioners Standard 
Ordinary Mortality Table. See "CHARGES AND DEDUCTIONS--Accumulated Value 
Charges--Monthly Deduction". The monthly administration charges will include 
(1) a basic monthly administrative charge equal to $10.00 per month and (2) 
the Initial Monthly Charge, which applies until 180 Monthly Deductions have 
been made following Contract issuance or a requested increase in Face Amount 
and which will be computed as a charge per $1,000 of Face Amount (with the 
amount of this charge depending upon the initial Face Amount and the 
Insured's Attained Age at issue and, except for Insureds with an Attained 
Age at Contract issuance under 18 upon the Insured's gender, and whether the 
Insured is a tobacco user or not). If the Face Amount is increased, a 
separate Initial Monthly Charge for Increases will be deducted from 
Accumulated Value as part of the first 180 Monthly Deductions after the 
increase. See "CHARGES AND DEDUCTIONS--Accumulated Value Charges--Monthly 
Deduction--Monthly Administration Charge". The charge for additional 
insurance benefits added by rider will be specified in the Contract or in a 
supplement to the Contract. See "GENERAL PROVISIONS--Additional Insurance 
Benefits". The cost of insurance rate and the Initial Monthly Charge per 
$1,000 of Face Amount will be lower for Contracts having a Face Amount at 
issuance or after requested increases that equal or exceed the following 
amounts: $500,000-$999,999; and $1,000,000. Montana has enacted legislation 
that requires that cost of insurance rates and other charges applicable to 
Contracts purchased in Montana cannot vary on the basis of the Insured's 
gender, and so, in Montana, this charge will not be based on the gender of 
the Insured. 

Decrease Charge. A deferred charge (the "Decrease Charge") will be deducted 
upon Contract lapse or surrender, or in part upon a requested decrease in 
Face Amount, if these events occur before 180 Monthly Deductions have been 
made (that is, approximately 15 years) following Contract issuance or a 
requested increase in Face Amount. The Decrease Charge consists of a 
contingent deferred sales charge (the "Contingent Deferred Sales Charge") 
and a deferred administrative charge (the "Deferred Administrative Charge"). 
The term "Decrease Charge" is used to describe this charge because, during 
the applicable 15-year period, the charge is imposed in connection with a 
decrease in the Face Amount, either as the result of a requested decrease in 
Face Amount or as the result of lapse or full surrender of the Contract 
(which can be viewed as a decrease in the Face Amount to zero).

The Decrease Charge will be deducted from the Accumulated Value in 
determining the Contract's Cash Surrender Value (which is the Accumulated 
Value less any Contract Debt and any Decrease Charge). The Cash Surrender 
Value determines various rights under the Contract (including how long the 
Contract remains in effect). See "CONTRACT BENEFITS--Accumulated Value and 
Cash Surrender Value".

Subject to an additional limitation keyed to actual premium payments 
(described below), the maximum Contingent Deferred Sales Charge will be 
determined at issuance of the Contract and will equal 25% of an annual 
premium amount used solely for the purpose of calculating the Contingent 
Deferred Sales Charge (the "CDSC Premium"). The maximum Contingent Deferred 
Sales Charge based upon the CDSC Premium will be shown in the Contract. (For 
further information concerning the determination of the CDSC Premium and the 
calculation of the Contingent Deferred Sales Charge, see "CHARGES AND 
DEDUCTIONS--Accumulated Value Charges--Decrease Charge".) The maximum 
Contingent Deferred Sales Charge calculated in this manner will remain level 
until the fifth Contract Anniversary and will then be reduced on each 
Monthly Anniversary commencing on the fifth Contract Anniversary. After the 
120th Monthly Deduction following the fifth Contract Anniversary, the 
Contingent Deferred Sales Charge will be zero. The actual Contingent 
Deferred Sales Charge will, however, never exceed 25% of premiums paid 
(before deducting the Premium Expense Charges) during the first Contract 
Year.

The maximum Deferred Administrative Charge will be determined at issuance of 
the Contract and will equal an amount per $1,000 of Face Amount based upon 
the initial Face Amount, the Insured's Attained Age at Contract issuance, 
and, except for Insureds with an Attained Age at Contract issuance under 18, 
the Insured's gender and whether the Insured is a tobacco user or not. (For 
further information concerning the calculation of the Deferred 
Administrative Charge, see "CHARGES AND DEDUCTIONS--Accumulated Value 
Charges--Decrease Charge.") The Deferred Administrative Charge is reduced on 
the Date of Issue and on each subsequent Monthly Anniversary so that it 
reaches zero when 180 Monthly Deductions have been made. See "CHARGES AND 
DEDUCTIONS--Accumulated Value Charges--Decrease Charge".  Montana has 
enacted legislation that requires that cost of insurance rates and other 
charges applicable to Contracts purchased in Montana cannot vary on the 
basis of the Insured's gender, and so, in Montana, this charge will not be 
based on the gender of the Insured.

A separate Decrease Charge will also be calculated, and then reduced over a 
15-year period, in a similar manner upon a requested increase in Face 
Amount. See "CHARGES AND DEDUCTIONS--Accumulated Value Charges--Decrease 
Charge".

Partial Surrender Charge. A charge equal to $25 or 2% of the surrender 
amount requested, whichever is less, will be deducted by LB from the amount 
withdrawn to compensate it for costs upon partial surrenders--that is, 
partial Accumulated Value withdrawals--by the Contract Owner. See "CHARGES 
AND DEDUCTIONS--Accumulated Value Charges--Partial Surrender Charge".

Daily Charges Against the Variable Account. A daily charge for LB's 
assumption of certain mortality and expense risks incurred in connection 
with the Contract will be imposed. LB has determined that a Mortality and 
Expense Risk Charge (see "CHARGES AND DEDUCTIONS--Charges Against the 
Variable Account") at an annual rate of .75% of the average daily net assets 
of each Subaccount of the Variable Account is reasonable in relation to the 
mortality and expense risks assumed by LB under the Contract. LB will, 
however, initially impose the Mortality and Expense Risk Charge at an annual 
rate of .60% of the average daily net assets of each Subaccount of the 
Variable Account. See "CHARGES AND DEDUCTIONS--Charges Against the Variable 
Account".

No charges are currently made against the Variable Account for Federal or 
state income taxes. Should LB determine that such taxes may be imposed, 
deductions from the Variable Account to pay these taxes may be made. See 
"FEDERAL TAX MATTERS".

In addition, because the Variable Account purchases shares of the Fund, the 
value of Units in the Subaccount(s) of the Variable Account will reflect the 
net asset value of the shares of the Fund held therein, and therefore the 
investment advisory fee incurred by the Fund. See "LUTHERAN BROTHERHOOD AND 
THE VARIABLE ACCOUNT--LB Series Fund, Inc." and "CONTRACT BENEFITS--
Accumulated Value and Cash Surrender Value".

Free Look Privileges

The Contract provides for an initial Free Look Period. The Contract Owner 
may cancel the Contract until the latest of (a) 45 days after Part I of the 
application for the Contract is signed, (b) 10 days after the Contract Owner 
receives the Contract, and (c) 10 days after LB mails or personally delivers 
a notice of withdrawal right to the Contract Owner. Upon returning the 
Contract, the Contract Owner will receive a refund 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), without any deduction of the Decrease Charge, plus (ii) the 
amount of any Premium Expense Charges, plus (iii) any Monthly Deductions 
charged against the Contract's Accumulated Value, plus (iv) any Mortality 
and Expense Risk Charges deducted from the value of the net assets or the 
Variable Account attributable to the Contract, plus (v) the advisory fees 
charged by the Fund against net asset value in the Fund Portfolios 
attributable to the Contract's value in the corresponding Subaccount(s) of 
the Variable Account. See "CONTRACT RIGHTS--Free Look Privileges". When 
state law requires a minimum refund equal to gross premiums paid, the refund 
will instead equal the gross premiums paid on the Contract and will not 
reflect the investment experience of the Variable Account.

Similar free look privileges apply after a requested increase in Face 
Amount. See "CONTRACT RIGHTS--Free Look Privileges".

Loan Privileges

The Contract Owner may at any time after the Contract Date obtain Contract 
loans in an amount not exceeding in the aggregate 90% of the excess of 
Accumulated Value over any Decrease Charge on the date of any loan. See 
"CONTRACT RIGHTS--Loan Privileges".

Contract loans will bear interest at a fixed rate of 8.0% per year, which is 
7.4% per year when paid in advance. Loan interest is calculated on a prepaid 
basis, and is payable in advance at the time any Contract loan is made (for 
the rest of the Contract Year) and at the beginning of each Contract Year 
thereafter (for that entire Contract Year). If interest is not paid when 
due, it will be added to the loan balance. Contract loans may be repaid at 
any time. Each repayment must be at least $25. When Contract loans are 
repaid, any prepaid interest attributable to the repaid amount will be 
credited to the Subaccount(s) in the same manner as the repayment.

Contract loans are allocated against the Subaccounts of the Variable Account 
in proportion to the Accumulated Value in the respective Subaccounts or, 
with LB's approval, in accordance with the Contract Owner's instructions. 
The loan amount is, in effect, treated as part of the Contract's Accumulated 
Value, but the proceeds payable under the Contract will be reduced by the 
Debt. Accumulated Value equal to the Contract loan will be transferred from 
the appropriate Subaccount(s) to LB's General Account (such amounts being 
herein called the "Loan Account"). This amount in the Loan Account will earn 
interest for the Contract Owner at an effective annual rate of 6%. This 
interest will be credited monthly to the Contract's Accumulated Value held 
in the Subaccount(s).

The Contract Owner must notify LB if a payment is a premium payment; 
otherwise, it will be considered a loan repayment.

Any partial or full repayment of Debt by the Contract Owner, as well as any 
interest credited from the Loan Account, will be allocated to the 
Subaccount(s) in proportion to the Accumulated Value in the respective 
Subaccounts. Subject to LB's approval, a Contract Owner may choose a 
different allocation. A loan taken from a Contract may have Federal income 
tax consequences. See "CONTRACT RIGHTS--Loan Privileges".

Exchange Privileges

During the first 24 Contract Months after the Date of Issue, subject to 
certain restrictions, the Contract Owner may exchange the Contract for a 
fixed benefit permanent life insurance contract issued by LB. The new 
contract will have the same Date of Issue and issue age as the Contract. The 
new contract will also have, at the option of the Contract Owner, either a 
death benefit equal to the Death Benefit under the Contract on the effective 
date of the exchange or a net amount at risk equaling the net amount at risk 
under the Contract on the effective date of the exchange. An additional 
premium payment may be required. See "CONTRACT RIGHTS--Exchange Privileges". 
An exchange may have tax consequences. See "FEDERAL TAX MATTERS--Contract 
Proceeds".

Surrender of the Contract

The Contract Owner may at any time fully surrender the Contract and receive 
in cash the Cash Surrender Value, if any. The Cash Surrender Value will 
equal the Accumulated Value of the Contract, less any Contract Debt and any 
Decrease Charge. The Cash Surrender Value will include any unearned prepaid 
loan interest. As unearned prepaid loan interest is earned, the Cash 
Surrender Value will decrease. See "CONTRACT RIGHTS--Surrender Privileges".

Subject to certain restrictions (including a minimum surrender amount of 
$500 and a remaining Cash Surrender Value of at least $500), and a partial 
surrender charge of $25 or 2% of the surrender amount requested, whichever 
is less, the Contract Owner may also partially surrender the Contract and 
withdraw part of the Contract's Accumulated Value at any time while the 
Insured is living. If Death Benefit Option B is in effect, a partial 
surrender may result in a reduction in the Face Amount in force. Under 
either Death Benefit Option, a partial surrender will reduce the Death 
Benefit. A surrender taken from a Contract may have federal income tax 
consequences. See "CONTRACT RIGHTS--Surrender Privileges".

Tax Treatment of Accumulated Value

Under current tax law, Accumulated Value under a Contract should be subject 
to the same Federal income tax treatment as cash value in a conventional 
fixed-premium, fixed-benefit whole life insurance contract. A change of 
Contract Owners or a partial or total surrender may have tax consequences 
depending on the circumstances. See "FEDERAL TAX MATTERS--Contract 
Proceeds".

Tax Treatment of Death Benefits Received by the Beneficiary

Under current tax law, like death benefits payable under conventional life 
insurance contracts, Death Benefit proceeds payable under the Contract 
should ordinarily be completely excludable from the gross income of the 
Beneficiary. As a result, the Beneficiary will generally not be taxed on the 
proceeds. See "FEDERAL TAX MATTERS--Contract Proceeds".

Employment-Related Benefit Plans

The cost of insurance rates applicable to Contracts purchased under 
employment-related insurance or benefit programs may in some cases not vary 
depending on the Insured's gender, as is the case generally (except for 
Contracts issued in the state of Montana) under the Contracts. In addition, 
different limitations with respect to the minimum Face Amount, increases in 
Face Amount, additional insurance benefits, and issue ages may apply to 
Contracts issued in connection with employment-related insurance or benefit 
programs. SEE "EMPLOYMENT-RELATED BENEFIT PLANS".

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

For further information, please read the following detailed description. 
Illustrations of how investment performance of the Variable Account may 
cause Death Benefits, Accumulated Values and Cash Surrender Values under the 
Contract to vary are included in Appendix A commencing on page A-1.

Each Contract Owner should retain a copy of the Contract. The document, 
together with the application attached to the Contract, any supplemental 
applications and any Contract supplements, and the Articles of Incorporation 
and Bylaws of LB which are in force on the Date of Issue, constitutes the 
entire agreement between the Contract Owner and LB.


             LUTHERAN BROTHERHOOD AND THE VARIABLE ACCOUNT

Lutheran Brotherhood

   
The Contracts are issued by LB. LB, a fraternal benefit society owned by 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.
    

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 the 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.

Financial Statements of LB are included elsewhere in this Prospectus.

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 
risks, 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 Subaccount of the Variable Account will invest only in the shares of a 
corresponding Portfolio of the Fund. The Fund is registered with the SEC 
under the 1940 Act as a diversified, open-end management investment company. 
This registration does not involve supervision by the SEC of the management 
or investment practices or policies of the Fund. The Fund is designed to 
provide an investment vehicle for variable annuity and variable life 
insurance contracts. Shares of the Fund are 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 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 pay Cash Surrender Value upon full 
surrenders of the Contracts, to pay partial surrenders, to make Contract 
loans, 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. As investment 
adviser to the Fund, LB charges the Fund a daily investment advisory fee 
equal to an annual rate of .40% of the aggregate average daily net assets of 
the Money Market, Income, High Yield, Growth, Mid Cap Growth, and 
Opportunity Growth Portfolios.  LB also charges the Fund an annual 
investment advisory fee equal to .85% of the aggregate average daily net 
assets of the World Growth Portfolio, as described in the accompanying 
current prospectus for the Fund.

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, 1996 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 
formula for determining the sub-advisory fee is described fully in the 
prospectus for the Fund.
    

The investment objectives of the current Portfolios available to Contract 
Owners through corresponding Subaccounts of the Variable Account are set 
forth in the accompanying prospectus for the Fund. There is no assurance 
that these objectives will be met.

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.

Performance Information

Performance information for the Variable Account and/or the Fund may appear 
in advertisements, sales literature, or reports to Contract Owners. 
Performance information for the Fund will appear only when accompanied by 
performance information for the Variable Account. Performance information 
for the Variable Account will reflect the deduction of applicable charges to 
the Contract. Quotations of performance information for the Fund will not 
take into account charges or deductions against the Variable Account to 
which Fund shares are sold or deductions against the Contract. Performance 
information reflects only the performance of a hypothetical investment 
during a particular time period on which the calculations are based. 
Performance information should be considered in light of the investment 
objectives and policies, characteristics and quality of the Portfolios of 
the Fund in which the Variable Account invests, and the market conditions 
during the given period of time, and should not be considered as a 
representation of what may be achieved in the future.

Performance for the Variable Account and/or the Fund as reported from time 
to time in advertisements and sale literature may be compared with that of 
other company separate accounts or mutual funds included in the generally 
accepted indices, analyses or rankings prepared by Lipper Analytical 
Service, Inc., Standard & Poor's Corporation, Morningstar, Inc., VARDS, Dow 
Jones or similar independent rating or statistical investment services that 
monitor the performance of insurance company separate accounts or mutual 
funds. Performance of the Variable Account may be quoted or compared to 
rankings, yields or returns as published or prepared by independent rating 
or statistical services or publishers or publications such as THE BANK RATE 
MONITOR NATIONAL INDEX, BARRON'S, BUSINESS WEEK, DONOGHUE'S MONEY MARKET 
FUND REPORT, FINANCIAL SERVICES WEEK, FINANCIAL TIMES, FINANCIAL WORLD, 
FORBES, FORTUNE, GLOBAL INVESTOR, INSTITUTIONAL INVESTOR, INVESTOR'S DAILY, 
KIPLINGER'S PERSONAL FINANCE, LIPPER ANALYTICAL SERVICES, MONEY, MUTUAL FUND 
FORCASTER, 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.

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. The Variable Account may to the extent permitted 
by law purchase other securities for other contracts or permit a conversion 
between contracts upon request by the Contract Owners.

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 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.


                            CONTRACT BENEFITS

Death Benefits

General. As long as the Contract remains in force (see "PAYMENT AND 
ALLOCATION OF PREMIUMS--Contract Lapse and Reinstatement"), the death 
proceeds of the Contract will, upon due proof of the Insured's death, be 
paid to the named Beneficiary in accordance with the designated Death 
Benefit Option. The proceeds may be paid in cash or under one of the 
settlement options set forth in the Contract. See "CONTRACT BENEFITS--
Payment of Contract Benefits". The amount payable under the designated Death 
Benefit Option will be reduced by any outstanding Contract Debt and any due 
and unpaid Monthly Deduction(s), and will be increased by any additional 
insurance benefits on the Insured's life provided for in the Contract.

If the Insured dies at or after age 100, the amount payable will be the Cash 
Surrender Value on the date of death.

Death Benefit Options. The Contract provides two Death Benefit Options: 
Option A and Option B. The Contract Owner designates the Death Benefit 
Option in the application.

Option A. The Death Benefit is equal to the greater of (a) the Face Amount 
of the Contract plus the Accumulated Value of the Contract and (b) the 
Accumulated Value multiplied by the specified percentage shown in the 
following table (with the Accumulated Value in each case being determined on 
the Valuation Date on or next following the Insured's date of death):


       Specified                     Specified
      Attained Age    Percentage    Attained Age    Percentage
     40 or less            250%            61            128%
             41            243             62            126
             42            236             63            124
             43            229             64            122
             44            222             65            120
             45            215             66            119
             46            209             67            118
             47            203             68            117
             48            197             69            116
             49            191             70            115
             50            185             71            113
             51            178             72            111
             52            171             73            109
             53            164             74            107
             54            157       75 to 90            105
             55            150             91            104
             56            146             92            103
             57            142             93            102
             58            138             94            101
             59            134             95 to 99      100
             60            130


Illustration of Option A. For purposes of this illustration, assume that the 
Insured is under the age of 40 and that there is no Contract Debt. (The 
specified percentage is 250% for an Insured aged 40 or below on the Contract 
Anniversary prior to the date of death.)

Under Option A, a Contract with a Face Amount of $50,000 will generally pay 
a Death Benefit of $50,000 plus Accumulated Value. Thus, for example, a 
Contract with an Accumulated Value of $5,000 will have a Death Benefit of 
$55,000 ($50,000 + $5,000); an Accumulated Value of $10,000 will yield a 
Death Benefit of $60,000 ($50,000 + $10,000); and an Accumulated Value of 
$25,000 will yield a Death Benefit of $75,000 ($50,000 + $25,000). The Death 
Benefit, however, will be at least 2.50 times the Accumulated Value. As a 
result, if the Accumulated Value of the Contract exceeds $33,333, the Death 
Benefit will be greater than the Face Amount plus Accumulated Value. Each 
additional dollar added to Accumulated Value above $33,333 will increase the 
Death Benefit by $2.50. An Insured with an Accumulated Value of $35,000 will 
therefore have a Death Benefit of $87,500 (2.50 X $35,000); an Accumulated 
Value of $40,000 will yield a Death Benefit of $100,000 (2.50 X $40,000); 
and an Accumulated Value of $50,000 will yield a Death Benefit of $125,000 
(2.50 X $50,000).

Similarly, any time Accumulated Value exceeds $33,333 each dollar taken out 
of Accumulated Value will reduce the Death Benefit by $2.50. If at any time, 
however, Accumulated Value multiplied by the specified percentage is less 
than the Face Amount plus the Accumulated Value of the Contract, the Death 
Benefit will be the Face Amount plus the Accumulated Value.

Option B. The Death Benefit is the greater of (a) the Face Amount of the 
Contract and (b) the Accumulated Value on the Valuation Date on or next 
following the Insured's date of death multiplied by the specific percentage 
shown in the table above.

Illustration of Option B. For purposes of this illustration, assume that the 
Insured is under the age of 40 and that there is no Contract Debt.

Under Option B, a Contract with a Face Amount of $50,000 will generally pay 
a Death Benefit of $50,000. However, because the Death Benefit must be equal 
to or be greater than 2.50 times the Accumulated Value, any time the 
Accumulated Value of the Contract exceeds $20,000, the Death Benefit will 
exceed the Face Amount. Each additional dollar added to Accumulated Value 
above $20,000 will increase the Death Benefit by $2.50. Thus, a 40-year-old 
Insured with an Accumulated Value of $25,000 will have a Death Benefit of 
$62,500 (2.50 X $25,000); an Accumulated Value of $30,000 will yield a Death 
Benefit of $75,000 (2.50 X $30,000); and an Accumulated Value of $40,000 
will yield a Death Benefit of $100,000 (2.50 X $40,000).

Similarly, any time Accumulated Value exceeds $20,000 each dollar taken out 
of Accumulated Value will reduce the Death Benefit by $2.50. If at any time, 
however, the Accumulated Value multiplied by the specified percentage is 
less than the Face Amount, the Death Benefit will be the Face Amount of the 
Contract.

Which Death Benefit Option to Choose. If a Contract Owner prefers to have 
premium payments and favorable investment performance reflected partly in 
the form of an increasing Death Benefit, the Contract Owner should choose 
Option A. If the Contract Owner is satisfied with the amount of the 
Insured's existing insurance coverage and prefers to have premium payments 
and favorable investment performances reflected to the maximum extent in the 
Accumulated Value, the Contract Owner should select Option B.

Change in Death Benefit Option. At any time when the Death Benefit would be 
the Face Amount plus the Accumulated Value (if Option A is in effect) or the 
Face Amount (if Option B is in effect), the Death Benefit Option in effect 
may be changed by sending LB a Written Notice of change. No charges will be 
imposed to make a change in Death Benefit Option. The effective date of any 
such change will be the Monthly Anniversary on or next following the date LB 
receives the Written Notice.

If the Death Benefit Option is changed from Option A to Option B, the Face 
Amount will not change and the Death Benefit will be decreased by the 
Accumulated Value of the Contract on the effective date of the change. These 
changes will generally have the effect of decreasing the net amount at risk 
under the Contract. In addition, if a Contract Owner changed from Option A 
to Option B, and then back to Option A from Option B, the resulting Face 
Amount and net amount at risk under Option A would generally be lower as a 
result of the intervening change to Option B.

If the Death Benefit Option is changed from Option B to Option A, the Death 
Benefit will not change and the Face Amount will be decreased by the 
Accumulated Value of the Contract on the effective date of the change; 
however, this change may not be made if it would reduce the Face Amount to 
less than $5,000.

The effects of these Death Benefit Option changes on the Face Amount, Death 
Benefit and net amount at risk (that is, the difference between the Death 
Benefit and Accumulated Value) can be illustrated as follows. Assume that a 
Contract under Option A has a Face Amount of $100,000 and an Accumulated 
Value of $10,000, and therefore a Death Benefit of $110,000 ($100,000 + 
$10,000) and a net amount at risk of $100,000 ($110,000 - $10,000). If the 
Death Benefit Option is changed from Option A to Option B, the Face Amount 
would remain the same, the Death Benefit (which equals the Face Amount under 
Option B) would be reduced from $110,000 to $100,000, and the net amount at 
risk would be reduced from $100,000 to $90,000 ($100,000 - $10,000). If the 
Death Benefit Option were then changed back to Option A, the Death Benefit 
would remain the same, the Face Amount would be reduced from $100,000 to 
$90,000 (that is, reduced by the amount of the Accumulated Value), and the 
net amount at risk would remain the same ($100,000 - $10,000 = $90,000). The 
overall effect of changing from Option A to Option B and then back to Option 
A would be to have reduced the Face Amount from $100,000 to $90,000, to have 
reduced the Death Benefit from $110,000 to $100,000, and to have reduced the 
net amount at risk from $100,000 to $90,000.

If a change in Death Benefit Option would result in cumulative premiums 
exceeding the maximum premium limitations under the Internal Revenue Code 
for life insurance, LB will not effect the change in Death Benefit Option. 
See "PAYMENT AND ALLOCATION OF PREMIUMS--Amount and Timing of Premiums--
Premium Limitations".

A change in Death Benefit Option may affect the monthly cost of insurance 
charge because this charge varies with the net amount at risk--that is, in 
general, the Death Benefit less the Accumulated Value. See "CHARGES AND 
DEDUCTIONS--Accumulated Value Charges--Monthly Deduction". Changing from 
Option A to Option B will generally decrease the net amount at risk, thereby 
reducing the cost of insurance charges. Changing from Option B to Option A 
will generally result in a net amount at risk that remains level. Such a 
change from Option B to Option A, however, will result in an increase in the 
cost of insurance charges over time because the net amount at risk will 
(unless the Death Benefit is based on the applicable percentage of 
Accumulated Value) remain level rather than decreasing as the Accumulated 
Value increases.

How Death Benefits May Vary in Amount. The Death Benefit may vary with the 
Contract's Accumulated Value. The Death Benefit under Option A will always 
vary with the Accumulated Value because the Death Benefit equals the greater 
of (a) the Face Amount plus the Accumulated Value and (b) the Accumulated 
Value multiplied by the specified percentage shown in the foregoing table. 
Under Option B, the Death Benefit will only vary with the Contract's 
Accumulated Value whenever the specified percentage of Accumulated Value 
exceeds the Face Amount of the Contract.

Ability to Change Face Amount. Subject to certain limitations (see 
"Decreases" and "Increases" below), generally a Contract Owner may, at any 
time before the Insured's Attained Age 100, increase or decrease the 
Contract's Face Amount in force by submitting a written application to LB. 
The effective date of the increase or decrease will be the Monthly 
Anniversary on or next following approval of the request. An increase in 
Face Amount may have tax consequences. See "TAX MATTERS--Contract Proceeds". 
The effect of changes in Face Amount on Contract charges, as well as certain 
additional considerations, are described below:

Decreases. A decrease in the Face Amount may affect the total net amount at 
risk and the portion of the net amount at risk covered by various premium 
classes, both of which may affect a Contract Owner's monthly insurance 
charges. See "CHARGES AND DEDUCTIONS--Accumulated Value Charges--Monthly 
Deduction".

A decrease in the Face Amount will result in the partial imposition of the 
Decrease Charge as of the Monthly Anniversary on which the decrease becomes 
effective. See "CHARGES AND DEDUCTIONS--Accumulated Value Charges--Decrease 
Charge". Whenever the Decrease Charge is imposed in part in connection with 
a requested decrease in Face Amount, the Initial Monthly Charge included in 
the first 180 Monthly Deductions will be reduced proportionately to take 
into account the amount of the Deferred Administrative Charge included in 
the Decrease Charge then imposed. See "CHARGES AND DEDUCTIONS--Accumulated 
Value Charges--Monthly Deduction--Initial Monthly Charge".

See Appendix D for information about differences in charges on VUL 1 
contracts.

If the Death Benefit Guarantee is in force, then on the effective date of 
any requested decrease in Face Amount the Accumulated Value less any 
Contract Debt must be sufficient to cover the Decrease Charge imposed in 
connection with the requested decrease and the Monthly Deduction due on that 
date. If the Death Benefit Guarantee is not in force, then the Cash 
Surrender Value must be sufficient to cover the Monthly Deduction due on 
that date. If these requirements are not satisfied, then the requested 
decrease in Face Amount will not be effected.

The Face Amount in force after any requested decrease may not be less than 
the Minimum Face Amount. Also, to the extent a decrease in Face Amount would 
result in cumulative premiums exceeding the maximum premium limitations 
applicable under the Internal Revenue Code for life insurance, LB will not 
effect the decrease (see "PAYMENT AND ALLOCATION OF PREMIUMS--Amount and 
Timing of Premiums--Premium Limitations"). As discussed previously (see 
"CONTRACT BENEFITS--Death Benefit--Change in Death Benefit Option"), if the 
Death Benefit Option is changed from Option B to Option A, the Death Benefit 
will not change and the Face Amount will be decreased by the Accumulated 
Value of the Contract on the effective date of the change; however, this 
change may not be made if it would reduce the Face Amount to less than 
$5,000.

A request for partial surrender will not be implemented if or to the extent 
the requested partial surrender would reduce the Face Amount below $5,000. 
Also, if a partial surrender would decrease the Face Amount, to the extent 
that the partial surrender would result in cumulative premiums exceeding the 
maximum premium limitations applicable under the Internal Revenue Code for 
life insurance, LB will not effect such partial withdrawal. See "PAYMENT AND 
ALLOCATION OF PREMIUMS--Amount and Timing of Premiums--Premium Limitations".

For purposes of determining the cost of insurance charge, any decrease in 
the Face Amount will reduce the Face Amount in force in the following order: 
(a) the Face Amount provided by the most recent increase; (b) the next most 
recent increases successively; and (c) the initial Face Amount. See "CHARGES 
AND DEDUCTIONS--Accumulated Value Charges--Monthly Deduction". If the 
Contract Owner requests a decrease in Face Amount, that part of any Decrease 
Charge applicable to the decrease will reduce the Accumulated Value 
attributable to the Contract and the Decrease Charge will be reduced by this 
amount. See "CHARGES AND DEDUCTIONS--Accumulated Value Charges--Decrease 
Charge".

Increases. An increase in the Face Amount will generally affect the total 
net amount at risk and may affect the portion of the net amount at risk 
covered by various premium classes (if multiple premium classes apply), both 
of which may affect a Contract Owner's monthly insurance charges. See 
"CHARGES AND DEDUCTIONS--Accumulated Value Charges--Monthly Deduction".

An increase in the Face Amount will also increase the Decrease Charge and 
will result in the imposition of a new Initial Monthly Charge for Increases 
(which is included in the monthly Deduction) as of the Monthly Anniversary 
when the increase becomes effective. See "CHARGES AND DEDUCTIONS--
Accumulated Value Charges--Decrease Charge--Monthly Deduction".

A request for an increase in Face Amount may not be for less than $25,000. 
The Contract Owner may not increase the Face Amount after the Insured's 
Attained Age 85. To obtain the increase, the Contract Owner must submit an 
application for the increase. LB may require that additional evidence of 
insurability be submitted with any request for an increase. An increase need 
not be accompanied by an additional premium, but LB will continue to deduct 
the Premium Expense Charges from any premiums paid and will deduct other 
charges associated with the increase from Accumulated Value. After 
increasing the Face Amount, the Contract Owner will have the right (i) 
during a Free Look Period, to have the increase cancelled and receive a 
credit or refund (see "CONTRACT RIGHTS--Free Look Privileges"), and (ii) 
during the first 24 months following the increase to exchange the increase 
in Face Amount for a fixed benefit permanent life insurance contract issued 
by Lutheran Brotherhood, subject to the same conditions and principles as 
apply to an exchange of the entire Contract for such a new contract (see 
"CONTRACT RIGHTS--Exchange Privileges").

See Appendix D for information about changes in face amounts for VUL 1 
contracts.

Unless the Death Benefit Guarantee is in effect, on the effective date of an 
increase the Accumulated Value must be sufficient to cover any Contract Debt 
and any Decrease Charge (including the additional Decrease Charge arising 
from the requested increase) and the Monthly Deduction due on that date--in 
other words, on that date, and taking the increase into account, the Cash 
Surrender Value before the Monthly Deduction must be equal to or greater 
than the amount of the Monthly Deduction then due. If the existing 
Accumulated Value at the time of a requested increase does not result in a 
sufficient Cash Surrender Value after the increase, a Contract Owner may 
have to make additional premium payments to increase the Accumulated Value 
and thereby increase the Cash Surrender Value sufficiently. If the Death 
Benefit Guarantee is in effect, the Cash Surrender Value after the increase 
before the Monthly Deduction may be less than the Monthly Deduction then 
due, even though the Death Benefit Guarantee Premium will be increased as a 
result of any requested increase in Face Amount (see "DEATH BENEFIT 
GUARANTEE--Death Benefit Guarantee Premium").

Insurance Protection. A Contract Owner may increase or decrease the pure 
insurance protection provided by the Contract (that is, the net amount at 
risk, which is, in general, the difference between the Death Benefit and the 
Accumulated Value) in one of several ways as insurance needs change. These 
ways include increasing or decreasing the Face Amount, changing the level of 
premium payments, and, to a lesser extent, making a partial surrender under 
the Contract. Although the consequences of each of these methods will depend 
upon the individual circumstances, they may be generally summarized as 
follows:

(a)   A decrease in the Face Amount will, subject to the applicable 
percentage limitations (see "CONTRACT BENEFITS--Death Benefits--Death 
Benefit Options"), decrease the pure insurance protection without reducing 
the Accumulated Value (except for the deduction of any Decrease Charge 
applicable to the decrease). If the Face Amount is decreased, the Monthly 
Deduction generally will decrease as well, but any Decrease Charge then 
applicable will be imposed in part upon a requested decrease in Face Amount 
(see "Charges and Deductions--Decrease Charge--Monthly Deduction").

(b)   An increase in the Face Amount (which may require satisfactory 
evidence of insurability--see "Increases--Additional Considerations" above) 
will likely increase the amount of pure insurance protection, depending on 
the amount of Accumulated Value and the resultant applicable percentage 
limitation. If the insurance protection is increased, the Monthly Deduction 
will increase as well.

(c)   Under Death Benefit Option A, until the applicable percentage of 
Accumulated Value exceeds the Face Amount plus the Accumulated Value, the 
level of premium payments will not affect the amount of pure insurance 
protection.

(d)   Under Death Benefit Option B, until the applicable percentage of 
Accumulated Value exceeds the Face Amount, an increased level of premium 
payments will generally reduce the amount of pure insurance protection.

(e)   Under either Death Benefit Option, if the Death Benefit is the 
applicable percentage of Accumulated Value, then an increased level of 
premium payments will increase the amount of pure insurance protection.

(f)   A partial surrender will reduce the Death Benefit. See "CONTRACT 
RIGHTS--Surrender Privileges". However, it has a limited effect on the pure 
insurance protection and charges under the Contract, because the partial 
surrender will affect the net amount at risk only when the Death Benefit is 
based on the applicable percentage of Accumulated Values (see "CONTRACT 
RIGHTS--Surrender Privileges--Partial Surrender"). The primary use of a 
partial surrender is to withdraw Accumulated Value. Furthermore, it results 
in a reduced amount of Accumulated Value and increases the possibility that 
the Contract will lapse.

The techniques described in this section for changing the amount of pure 
insurance protection under the contract (for example, changing the face 
amount, making a partial surrender, and changing the amount of premium 
payments) must be considered together with the other restrictions and 
considerations described elsewhere in this prospectus.

How the Duration of the Contract May Vary. Subject to the Death Benefit 
Guarantee (which depends upon the level of premium payments, partial 
surrenders and the Contract Loan Amount--see "DEATH BENEFIT GUARANTEE"), the 
duration of the Contract depends upon the Cash Surrender Value (that is, the 
Accumulated Value less any Contract Debt and any Decrease Charge). The 
Contract will remain in force as long as (a) the Cash Surrender Value of the 
Contract is sufficient to pay the Monthly Deduction and (b) Contract Debt 
does not exceed Accumulated Value less any Decrease Charge. In general, 
however, when Cash Surrender Value is insufficient to pay the Monthly 
Deduction or when Contract Debt exceeds Accumulated Value less any Decrease 
Charge, and a grace period expires without an adequate payment by the 
Contract Owner, the Contract will lapse and terminate without value. The 
Contract Owner has certain rights to reinstate the Contract. See "PAYMENT 
AND ALLOCATION OF PREMIUMS--Contract Lapse and Reinstatement".

Accumulated Value and Cash Surrender Value

The Accumulated Value of the Contract is the total amount of value held 
under the Contract at any time. The Accumulated Value is used in determining 
the Cash Surrender Value (the Accumulated Value less any Contract Debt and 
any Decrease Charge). See "CONTRACT RIGHTS--Surrender Privileges". 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.

A Contract's Accumulated Value and Cash Surrender Value will reflect the 
investment performance of the chosen Subaccounts of the Variable Account, 
any Net Premiums paid, any partial surrenders, any loans, any loan 
repayments, any loan interest paid or credited, and any charges assessed in 
connection with the Contract (including any Decrease Charge previously 
imposed on a requested decrease in Face Amount).

Calculation of Accumulated Value. The Accumulated Value of the Contract is 
determined first on the Contract Date and thereafter on each Valuation Date. 
On the Contract Date, the Accumulated Value will be the New Premiums 
received, plus any interest earned during the period when premiums are held 
in LB's General Account (before being transferred to the Variable Account) 
(see "PAYMENT AND ALLOCATION OF PREMIUMS--Issuance of a Contract"), less any 
Monthly Deductions due on the Contract Date. On each Valuation Date after 
the Contract Date, the Contract's Accumulated Value will be:

(1)   the aggregate of the values attributable to the Contract in each of 
the Subaccounts on the Valuation Date, determined for each Subaccount by 
multiplying the Subaccount's Unit Value on the date by the number of 
Subaccount Units allocated to the Contract; plus

(2)   the value attributable to the Contract in the Loan Account (see 
"CONTRACT RIGHTS--Loan Privileges") on the Valuation Date.

Determination of Number of Units. Any amounts allocated to the Subaccounts 
will be converted into Units of the Subaccount. The number of Units to be 
credited to the Contract is determined by dividing the dollar amount being 
allocated by the Unit Value as of the end of the Valuation Period during 
which the amount was allocated. The number of Subaccount Units in any 
Subaccount will be increased by: (i) any Net Premiums allocated to the 
Subaccount during the current Valuation Period; (ii) any Accumulated Value 
transferred to the Subaccount from the General Account or another Subaccount 
during the current Valuation Period; (iii) any repayments of the Contract 
Debt during the current Valuation Period; and (iv) any interest earned on 
the amount in the Loan Account and transferred to the Variable Account 
during the current Valuation Period. The number of Subaccount Units in any 
Subaccount will be decreased by: (i) any Monthly Deduction allocated to the 
Subaccount during the current Valuation Period to cover the Contract Month 
following a Monthly Anniversary; (ii) any Accumulated Value transferred from 
the Subaccount to another Subaccount or the General Account; (iii) the 
amount of any partial surrender (including the partial surrender charge) 
during the current Valuation Period; and (iv) any Contract loans allocated 
to the Subaccount and transferred to the Loan Account during the current 
Valuation Period.

The Subaccount Unit Value is determined before any Contract transactions on 
the Valuation Date that would affect the number of Subaccount Units (see 
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 Unit Value.  The 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 by the 
Portfolio if the "ex-dividend" date occurs during the Valuation Period, plus 
or minus

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

(d)  the Mortality and Expense Risk Charge (see "CHARGES and DEDUCTIONS--
Charges Against the Variable Account--Mortality and Expense Risk Charge") 
for each day during the current Valuation Period (a current charge of 
 .001644%, but never to exceed .002055%, of the net assets for each day 
during the current Valuation Period), and

(2)  is the number of Units for the Subaccount attributable to all 
Contracts.


Payment of Contract Benefits

If the Insured dies before age 100, the proceeds from the Contract 
will consist of the Contract's Death Benefit, plus any insurance 
proceeds provided by additional insurance benefits on the Insured's 
life, less any outstanding Debt and any unpaid Monthly Deductions. If 
the Insured dies at or after age 100, the amount payable will be the 
Cash Surrender Value on the date of death.

See Appendix D for information about benefits at maturity date on VUL 1 
contracts, which is the Contract Anniversary on or next following the 
Insured's 96th birthday.

Death proceeds under a Contract will ordinarily be paid within seven days 
after LB receives due proof of death. The Cash Surrender Value (Accumulated 
Value less any Contract Debt and any Decrease Charge), partial surrenders 
and Contract loans will ordinarily be paid within seven days of receipt of a 
Written Notice. Payments may be postponed in certain circumstances. See 
"GENERAL PROVISIONS--Postponement of Payments". The Contract Owner may 
decide the form in which the proceeds will be paid. During the Insured's 
lifetime, the Contract Owner may arrange for the death proceeds to be paid 
in a lump sum or under one of the settlement options described below. These 
choices are also available if the Contract is surrendered. If no election is 
made, the proceeds will be paid pursuant to Option 1 described below.

For an option to be used, the proceeds to be applied must be at least 
$2,000. Election of an option is also subject to the conditions that (a) 
payments must not be less than $50 each and (b) payments must be made only 
at annual, semi-annual, quarterly or monthly intervals.

Settlement options currently offered under a Contract are as follows:

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.

Option 2--Income of a Fixed Amount. Income of a fixed amount will be paid at 
agreed upon intervals. This income is subject to the conditions that (a) 
income per year must not be less than 6% of the proceeds, and (b) 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).

Option 3--Income for a Fixed Period. Income for a fixed number of years will 
be paid, not to exceed 30 (the income will not be less than the amounts set 
forth in a table in the Contract relating to this option).

Option 4--Life Income with Guaranteed Period. Income for the lifetime of the 
payee will be paid. If the payee dies during the guaranteed period, payments 
will be continued to the payee's beneficiary to the end of that period. A 
period of 10 or 20 years may be elected (the income will not be less than 
the amounts set forth in tables in the Contract relating to this option). 
After the first payment is made, this option may not be revoked or changed.

Option 5--Other Options. The proceeds may be paid under any other settlement 
option agreeable to LB.

A Contract Owner may elect an option by Written Notice to LB during the 
Insured's lifetime. The option must be elected before proceeds become 
payable. Assignees and third-party owners may elect an option only with LB's 
consent. Election of Option 4 may be made only if the payee is a natural 
person who is the Insured or a Beneficiary.

If it is the death proceeds under a Contract that are payable, the 
Beneficiary may elect a settlement option provided that (a) the manner of 
settlement has not been restricted before the Insured's death, and (b) the 
death proceeds have not been paid.

Under certain circumstances, an Accelerated Benefits Rider allows a Contract 
Owner to receive benefits from the Contract that would be otherwise payable 
upon the death of the Insured. An LB representative should be consulted as 
to whether and to what extent the rider is available in a particular state 
and on any particular Contract. See "GENERAL PROVISIONS--Accelerated 
Benefits Rider". The tax treatment of benefits paid under the Accelerated 
Benefits Rider is currently uncertain. See "FEDERAL TAX MATTERS--Contract 
Proceeds--Benefits Paid under the Accelerated Benefits Rider".


                    PAYMENT AND ALLOCATION OF PREMIUMS

Issuance of a Contract

In order to purchase a Contract, an individual must make application to LB 
through a licensed LB Representative, who is also a registered 
representative of Lutheran Brotherhood Securities Corp. LB is offering 
Contracts only to Insureds who are eligible for membership in Lutheran 
Brotherhood. At issue the Minimum Face Amount of a Contract under LB's rules 
is currently $50,000 for Insureds with an Attained Age of 18 through 50, and 
$25,000 for all other Insureds. LB reserves the right to revise its rules 
from time to time to specify a different Minimum Face Amount at issue for 
subsequently issued Contracts. A Contract will be issued only on Insureds 
who have an Attained Age of 85 or less and who provide satisfactory evidence 
of insurability to LB. Acceptance is subject to LB's underwriting rules. LB 
reserves the right to reject an application for any reason permitted by law.

At the time an application for a Contract is accepted, subject to LB's 
underwriting rules, an applicant can obtain temporary insurance protection 
pending issuance of the Contract by submitting payment of the Minimum 
Conditional Insurance Premium. The Minimum Conditional Insurance Premium 
will equal three initial Death Benefit Guarantee Premiums, or, in the case 
of automatic monthly payment plans, two initial Death Benefit Guarantee 
Premiums. If LB subsequently determines that the proposed Insured is not an 
acceptable risk under LB's underwriting standards and rules, even if the 
Minimum Conditional Insurance Premium has been paid, no temporary insurance 
coverage will have been provided and any premium paid will be refunded 
(without interest).

Upon delivery of the Contract, the balance (if any) of the Minimum Contract 
Issuance Premium must be paid. The Minimum Contract Issuance Premium will 
equal the initial Scheduled Premium selected by the Contract Owner (see 
"Amount and Timing of Premiums" below), or, in the case of automatic monthly 
payment plans, the greater of the Minimum Conditional Insurance Premium or 
the initial Scheduled Premium. If the Date of Issue precedes the Contract 
Date and the Minimum Contract Issuance Premium otherwise required would not 
provide a premium payment sufficient to cover the next Contract Month, 
additional Scheduled Premium payment(s) sufficient to cover through the next 
Contract Month will be required.

The Date of Issue is the date used to determine Contract Months, Contract 
Years, Monthly Anniversaries and Contract Anniversaries and will be shown on 
page 3 of the Contract. The Contract Date is the date on which the initial 
Net Premium(s) will be allocated to the Variable Account. The Contract Date 
will be the latest of (i) the Date of Issue; (ii) the date LB receives the 
first premium payment on the Contract at its Home Office; and (iii) any 
other date mutually agreed upon by LB and the Contract Owner.

Until the Contract Date, premium payments will be held in LB's General 
Account. If a Contract is issued, interest will be credited on premium 
payments held in LB's General Account at a rate of interest determined by 
LB; no interest will be credited on these premium payments if no Contract is 
issued (but the full amount of any premiums paid, without deduction of any 
Contract charges, will be refunded). Any interest on these premium payments 
will be credited to the Contract on the Contract Date in the same manner as 
a premium payment, except without deduction of any Premium Expense Charge. 
On the Contract Date, the Premium Expense Charges attributable to the 
premiums paid will be deducted and the balance of the amount held in the 
General Account (on which no Premium Expense Charges will be imposed) will 
be transferred from the General Account and allocated to the Variable 
Account and allocated among the Subaccount(s) pursuant to the Contract 
Owner's instructions.

Amount and Timing of Premiums

A Contract Owner has considerable flexibility in determining the frequency 
and amount of premiums.

Scheduled Premiums. Each Contract Owner will select a periodic premium 
payment schedule (based on a periodic billing mode of annual, semi-annual, 
or quarterly payment) which provides for the billing of a level premium at 
the specified interval. Also, under several automatic payment plans, the 
Contract Owner can select a monthly payment schedule pursuant to which 
premium payments will be automatically deducted from a bank account or other 
payment source rather than being billed. The periodic payment selected by 
the Contract Owner is called the "Scheduled Premium". The initial Scheduled 
Premium on an annualized basis will be shown in the Contract as the "Planned 
Annual Premium". The Contract Owner is not, however, required to pay 
Scheduled Premiums in accordance with the specified schedule. The Contract 
Owner has the flexibility to alter the amount, frequency and time period 
over which the premiums are paid. Payment of Scheduled Premiums will not, 
however, guarantee that the Contract will remain in force. Instead, the 
duration of the Contract depends upon the Contract's Accumulated Value and 
Cash Surrender Value and upon whether the Death Benefit Guarantee is in 
effect. See "CONTRACT BENEFITS--Death Benefits" and "DEATH BENEFIT 
GUARANTEE". Thus, even if Scheduled Premiums are paid by the Contract Owner, 
unless the Death Benefit Guarantee is in effect, the Contract will lapse 
whenever (a) Cash Surrender Value is insufficient to pay the Monthly 
Deduction or (b) Contract Debt exceeds Accumulated Value less any Decrease 
Charge, and in either case if a grace period expires without an adequate 
payment by the Contract Owner. See "Contract Lapse and Reinstatement" below.


Minimum Conditional Insurance Premium. The Minimum Conditional Insurance 
Premium is the minimum premium required to provide temporary insurance 
protection pending issuance of the Contract. See "Issuance of a Contract" 
above.

Minimum Contract Issuance Premium. The Minimum Contract Issuance Premium is 
the minimum premium required upon delivery of the Contract. See "Issuance of 
a Contract" above.

Death Benefit Guarantee Premium. The Death Benefit Guarantee Premium is a 
monthly premium amount specified in the Contract and determined by LB. The 
Death Benefit Guarantee Premium may change as the result of Contract 
changes. The Death Benefit Guarantee Premium determines the payments 
required to maintain the Death Benefit Guarantee. See "DEATH BENEFIT 
GUARANTEE".

Premium Flexibility. Unlike some insurance contracts, the Contract frees the 
owner from the requirement that premiums be paid in accordance with a fixed 
premium schedule. Although each Contract Owner determines a Scheduled 
Premium (initially, on an annualized basis, this premium will be called the 
Planned Annual Premium), a Contract Owner need not make premium payments in 
accordance with this schedule and the failure to make such payments will not 
in itself cause the Contract to lapse. See "Contract Lapse and 
Reinstatement" below. Moreover, subject to the requirements described above 
regarding the Minimum Conditional Insurance Premium and the Minimum Contract 
Issuance Premium (see "Issuance of a Contract" above), and to the minimum 
and maximum premium limitations described below, a Contract Owner may make 
premium payments at any time before age 100 in any amount. The Contract, 
therefore, provides the owner with the flexibility to vary the frequency and 
amount of premium payments.

Premium Limitations. The Internal Revenue Code provides for exclusion of the 
Death Benefit from gross income if total premium payments do not exceed 
certain stated limits. In no event can the total of all premiums paid under 
a Contract exceed such limits. If at any time a premium is paid which would 
result in total premiums exceeding such limits, LB will only accept that 
portion of the premium which will make total premiums equal that amount. Any 
part of the premium in excess of that amount will be refunded, and no 
further premiums will be accepted until allowed by the current maximum 
premium limitations set forth in the Internal Revenue Code.

The maximum premium limitations set forth in the Internal Revenue Code 
depend in part upon the amount of the Death Benefit at any time. As a 
result, Contract changes that affect the amount of the Death Benefit may 
affect whether cumulative premiums paid under the Contract exceed these 
maximum premium limitations. For example, a decrease in Face Amount made at 
the Contract Owner's request (see "CONTRACT BENEFITS--Death Benefits--
Ability to Change Face Amount") or made as a result of a partial surrender 
(see "CONTRACT RIGHTS--Surrender Privileges--Partial Surrender"), or a 
change in the Death Benefit Option (see "CONTRACT RIGHTS--Death Benefits--
Change in Death Benefit Option"), could result in cumulative premiums paid 
exceeding these maximum premium limitations. To the extent that any such 
Contract change would result in cumulative premiums exceeding these maximum 
premium limitations, LB will not effect such change.

Allocation of Premiums and Accumulated Value

Net Premiums. The Net Premium equals the premium paid less the Premium 
Expense Charges. See "CHARGES AND DEDUCTIONS--Premium Expense Charges".

Allocation of Net Premiums. The Contract Owner will, in the application for 
the Contract, indicate how Net Premiums should be allocated to the 
Subaccount(s) of the Variable Account. Until the Contract Date, premium 
payments will be allocated to LB's General Account. If a Contract is issued, 
interest will be credited on premium payments held in the General Account at 
a rate of interest determined by LB; no interest will be credited on these 
premium payments if no Contract is issued (but the full amount of any 
premiums paid will be refunded). On the Contract Date, Net Premiums, 
together with any interest credited on premiums held in the General Account, 
will be transferred from LB's General Account and allocated to the Variable 
Account among the Subaccount(s) of the Variable Account chosen by the 
Contract Owner. Any Net Premiums received after the Contract Date will be 
allocated to the Subaccount(s) chosen by the Contract Owner.

The percentages of each Net Premium that may be allocated to any Subaccount 
of the Variable 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. The allocation 
for future Net Premiums may 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).

The values of the Subaccount(s) of the Variable Account will vary with the 
investment experience of the Subaccount(s) 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.

The Contract Owner must notify LB if a payment is a premium payment; 
otherwise, it will be considered a loan repayment.

Transfers. Accumulated Value may be transferred among the Subaccounts of the 
Variable Account upon receipt of Written Notice or by telephone (if the 
Contract Owner has completed the Telephone Transaction Authorization Form). 
The total amount transferred each time must be at least $500 (unless the 
total cash value in a Subaccount is less than $500, in which case the entire 
amount may be transferred). No fees are currently charged for transfers. 
Transfers may be postponed in certain circumstances. See "GENERAL 
PROVISIONS--Postponement of Payments". Under present law, transfers are not 
taxable transactions.

The provisions described above can be illustrated as follows. If a Contract 
Owner wishes to transfer a total of $500 or more, any amount can be 
transferred from the various Subaccounts (for example, $300 from the Money 
Market Subaccount and $200 from the Income Subaccount, or any other 
combination that totals $500 or more). A Contract Owner may transfer a total 
of less than $500 only if the amount transferred from each Subaccount equals 
the total Accumulated Value in that Subaccount (for example, a $300 total 
transfer taken totally from the Money Market Subaccount when $300 represents 
the total Accumulated Value in that Subaccount, or a $300 total transfer 
taken $200 from the Money Market Subaccount and $100 from the Income 
Subaccount when these amounts represent the total Accumulated Value in these 
Subaccounts).

Telephone Transfers. Telephone transfers are available when the Contract 
Owner completes the Telephone Transaction Authorization Form. If the 
Contract Owner elects to complete the Telephone Transaction Authorization 
Form, the Contract Owner thereby agrees that 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.

Contract Owners should periodically review their allocations of Accumulated 
Value in light of market conditions and the Contract Owner's overall 
financial objectives.

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 three other Subaccounts 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 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.

Contract Lapse and Reinstatement

Lapse. The failure to make a Scheduled Premium payment will not itself cause 
a Contract to lapse. Subject to the Death Benefit Guarantee (see "DEATH 
BENEFIT GUARANTEE"), lapse will only occur when (a) the Cash Surrender Value 
is insufficient to cover the Monthly Deduction or (b) Contract Debt exceeds 
the Accumulated Value less any Decrease Charge, and in either case if a 
grace period expires without a sufficient payment. Even if the Cash 
Surrender Value is insufficient to cover the Monthly Deduction, the Contract 
will not lapse if the Death Benefit Guarantee is in effect.

Because unearned prepaid loan interest will not be included in Contract Debt 
(see definition of "Contract Debt" in section entitled "DEFINITIONS"), the 
Cash Surrender Value (which is Accumulated Value less any Contract Debt and 
any Decrease Charge) will always include any unearned prepaid loan interest. 
This means that, in effect, unearned prepaid loan interest will be applied 
to keep the Contract in force because this amount will be available to pay 
the Monthly Deduction and because the grace period for the Contract does not 
commence until the Cash Surrender Value is insufficient to cover the Monthly 
Deduction. Any payment made by the Contract Owner after unearned prepaid 
loan interest has been applied in this manner will first be used to replace 
unearned prepaid loan interest so applied.

The Contract provides for a 61-day grace period that is measured from the 
date on which notice is sent by LB. Thus, the Contract does not lapse, and 
the insurance coverage continues, until the expiration of this grace period. 
This notice will be sent by LB on or after the Monthly Anniversary on which 
(a) Cash Surrender Value is insufficient to pay the Monthly Deduction 
chargeable on the Monthly Anniversary or (b) Contract Debt exceeds the 
Accumulated Value less any Decrease Charge.

In order to prevent lapse, the Contract Owner must during the grace period 
make a premium payment or make a loan repayment sufficient to (a) increase 
the Cash Surrender Value (that is, Accumulated Value less any Contract Debt 
and any Decrease Charge) to an amount sufficient to cover any unpaid Monthly 
Deductions or (b) reduce Contract Debt to an amount equal to or less than 
the Accumulated Value less any Decrease Charge.

When the Contract enters the grace period, LB will notify the Contract 
Owner. The Contract Owner will then have 61 days, measured from the date 
notice is mailed to the Contract Owner, to make sufficient payments. The 
notice will specify the payment required to keep the Contract in force and 
the length of the grace period. Failure to make a sufficient payment within 
the grace period will result in lapse of the Contract without value.

At the commencement of the grace period, LB will transfer the Contract's 
Accumulated Value attributable to the Variable Account (that is, Accumulated 
Value in excess of the amount held in the Loan Account) into LB's General 
Account. If sufficient payments are made during the grace period to avoid 
lapse of the Contract, then any Accumulated Value in excess of the amount to 
be held in the Loan Account will be reallocated to the Variable Account upon 
receipt of such payments. The amount reallocated to the Variable Account 
will be reduced by the amount of any Monthly Deductions not paid during the 
grace period. The amount allocated to the Variable Account will be allocated 
among the Subaccount(s) in the same proportion as the Accumulated Value was 
transferred to the General Account from the Subaccount(s) at the 
commencement of the grace period.

If a sufficient payment is made during the grace period, Net Premiums will 
be allocated among the Subaccount(s) according to the current Net Premium 
allocation and then any amount required to pay unpaid Contract charges will 
be deducted. See "Allocations of Premiums and Accumulated Value" above.

If the Insured dies during the grace period, the proceeds under the Contract 
will equal the amount of the Death Benefit and any additional life insurance 
benefits on the Insured provided by rider as of the Monthly Anniversary on 
or immediately preceding the commencement of the grace period, reduced by 
any Contract Debt and any unpaid Monthly Deductions.

If a sufficient payment is not made during the grace period, the Contract 
will lapse without value and insurance coverage will end as of the 
expiration of the grace period. The Contract will have no Accumulated Value 
or Cash Surrender Value upon termination of the Contract.

On any Monthly Anniversary when the Death Benefit Guarantee is in effect, 
the Contract will not lapse. See "DEATH BENEFIT GUARANTEE".

Reinstatement.  A Contract that lapses without value may be reinstated at 
any time within 5 years after the expiration of the grace period by 
submitting the following items to LB:

(1)  Written application for reinstatement;

(2)  Evidence of insurability satisfactory to LB;

(3) Payment or reinstatement of any Contract Debt (including interest earned 
during the grace period) that existed on the date the grace period expired;

(4)  A payment that is sufficient to cover:  (a) payment of any unpaid 
Monthly Deductions for the grace period; and (b) a premium repayment 
sufficient to increase Cash Surrender Value (that is, Accumulated Value less 
any Contract Debt and any Decrease Charge) to an amount at least equal to 
the Monthly Deductions and interest on Contract loans for the next two 
Contract Months, based on Unit Values on the date of reinvestment.

The amount of Cash Surrender Value on the date of reinstatement will equal 
the Accumulated Value on that date less any reinstated Contract Debt and any 
reinstated Decrease Charge (discussed below). The amount of Accumulated 
Value on the date of reinstatement will equal: (a) the Accumulated Value as 
of the expiration of the grace period before termination of the Contract; 
plus (b) any premiums received at the time of reinstatement, reduced by the 
Premium Expense Charges; less (c) any Monthly Deductions and any loan 
interest due for the grace period; less (d) the Monthly Deduction for the 
next Contract Month.

Contract charges will, in effect, be calculated and reinstated on a 
reinstated Contract as if the Contract had been reinstated effective as of 
the expiration of the grace period. Any Decrease Charge and any Initial 
Monthly Charge that applied to the Contract at the expiration of the grace 
period will be reinstated. The period of time from Contract lapse until 
Contract reinstatement will not be taken into account in determining when 
the 15-year-time periods for the Decrease Charge and the Initial Monthly 
Charge expire or in determining when the first Contract Year expires for the 
purpose of calculating the Contingent Deferred Sales Charge (see "CHARGES 
AND DEDUCTIONS--Accumulated Value Charges--Decrease Charge--Amount of 
Contingent Deferred Sales Charge"). Moreover, the Monthly Deductions and any 
loan interest that would have otherwise been payable during the grace period 
must be paid before reinstatement, which is also consistent with treating a 
reinstated Contract as if the Contract has been reinstated effective as of 
the expiration of the grace period.

See Appendix D for information about differences in the Decrease Charge and 
the Deferred Administrative Charge on VUL 1 contracts.

The effective date of reinstatement will be the date on which the 
reinstatement application was approved.

The Death Benefit Guarantee cannot be reinstated after lapse of the 
Contract. See "DEATH BENEFIT GUARANTEE".


                          CHARGES AND DEDUCTIONS

Charges will be deducted in connection with the Contract to compensate LB 
for: (a) providing the insurance benefits set forth in the Contract and any 
additional insurance benefits added by rider; (b) administering the 
Contract; (c) assuming certain risks in connection with the Contract; and 
(d) incurring expenses in distributing the Contract. The nature and amount 
of these charges are described more fully below.

Premium Expense Charges

Sales Charges. Sales charges, generally called "sales load", will be 
deducted to compensate LB for the costs of selling the Contract. These costs 
include sales commissions, the printing of prospectuses and sales 
literature, and advertising. There are two types of sales load under the 
Contract. The first, a front-end sales load, will be 5% of each premium 
payment, and will be deducted from each premium payment upon receipt prior 
to allocation of the Net Premium to the Variable Account. The second, the 
Contingent Deferred Sales Charge which is part of the Decrease Charge, will 
reduce the Accumulated Value in the Variable Account attributable to the 
Contract in the event of full surrender or lapse of the Contract, or in part 
upon a requested decrease in the Face Amount. See "Charges Against 
Accumulated Value--Decrease Charge" below.

The sales charges in any Contract year are not necessarily related to actual 
distribution expenses incurred during that Contract Year. Instead, LB 
expects to incur the majority of distribution expenses in the early Contract 
Years and to recover any deficiency over the life of the Contract. To the 
extent that sales and distribution expenses exceed sales loads (both front-
end and deferred) in any year, LB will pay them from its other assets or 
surplus in its General Account, which includes amounts derived from the 
Mortality and Expense Risk Charge deducted from the net assets held in the 
Variable Account (see "Accumulated Value Charges--Mortality and Expense Risk 
Charge" below).

Premium Processing Charge. LB will deduct an amount equal to $1.00 per 
premium payment ($.50 for automatic payment plans) to compensate it for the 
cost of collecting and processing premiums. This amount will be deducted 
from each premium payment prior to allocation of the net proceeds to the 
Variable Account. LB reserves the right to increase this charge to an amount 
not exceeding $2.00 per premium payment ($1.00 for automatic payment plans).

Accumulated Value Charges

Decrease Charge

The Contract provides for the Decrease Charge, which is a deferred charge 
that will be imposed if the Contract is surrendered or lapses, or in part if 
the Contract Owner requests a decrease in the Face Amount, in each case at 
any time before 180 Monthly Deductions have been made after issuance of a 
Contract or after a requested increase in Face Amount. The term "Decrease 
Charge" is used to describe this charge because, during the applicable 15-
year period, the charge is imposed in connection with a decrease in the Face 
Amount, either as a result of a requested decrease in Face Amount or as the 
result of lapse or full surrender of the Contract (which can be viewed as a 
decrease in the Face Amount to zero). The Decrease Charge consists of the 
Contingent Deferred Sales Charge (described below) and the Deferred 
Administrative Charge (described below). The Contingent Deferred Sales 
Charge compensates LB for the cost of selling the Contracts, including sales 
commissions, the printing of prospectuses and sales literature, and 
advertising. The Deferred Administrative Charge reimburses LB for 
administrative expenses in connection with the issuance of the Contract, 
including medical exams, review of applications for insurance underwriting 
decisions, and processing of the applications and establishing Contract 
records. (Similar administrative and sales expenses are expected in 
connection with future changes in the Contract initiated by the Contract 
Owner which involve "insurability" decisions, such as applications for 
increases in Face Amount.)

The following sections describe how the amount of the Contingent Deferred 
Sales Charge and the Deferred Administrative Charge will be determined and 
how these charges will be deducted from Accumulated Value.

Amount of Contingent Deferred Sales Charge--Initial Face Amount. At Contract 
issuance, LB will compute a maximum Contingent Deferred Sales Charge equal 
to 25% of the CDSC Premium, which is a premium amount used solely for the 
purpose of calculating the Contingent Deferred Sales Charge. As described 
below, the Contingent Deferred Sales Charge calculated in this manner will 
be reduced beginning on the fifth Contract Anniversary and will be subject 
to an additional limitation keyed to actual premiums paid during the first 
Contract Year. The Contingent Deferred Sales Charge actually imposed will 
equal this maximum Contingent Deferred Sales Charge calculated as 25% of the 
CDSC Premium (subject to the scheduled reductions) unless the limitation 
keyed to 25% of actual premiums paid applies to the Contract. In other 
words, the Contingent Deferred Sales Charge for the initial Face Amount, if 
imposed, would never exceed the lesser of (a) 25% of the CDSC Premium and 
(b) 25% of actual premiums paid during the first Contract Year.

The maximum Contingent Deferred Sales Charge calculated as described above 
(and subject to the additional limitation keyed to 25% of actual premiums 
paid), will remain at that level until the fifth Contract Anniversary. 
Commencing on the fifth Contract Anniversary, and then on each subsequent 
Monthly Anniversary until 120 Monthly Deductions have been made on and after 
the fifth Contract Anniversary, this maximum Contingent Deferred Sales 
Charge determined during the first Contract Year will be reduced as of each 
Monthly Anniversary in level amounts equal to approximately .83% (10% on an 
annual basis) of the maximum Contingent Deferred Sales Charge, which means 
that the actual Contingent Deferred Sales Charge would be reduced to 80% of 
the maximum Contingent Deferred Sales Charge after approximately  7 Contract 
Years, 60% of the maximum after approximately 9 Contract Years, 40% of the 
maximum after approximately 11 Contract Years, 20% of the maximum after 
approximately 13 Contract Years, and zero after approximately 15 Contract 
Years.

The CDSC Premium is an annual premium amount determined by LB on the same 
basis as the Death Benefit Guarantee Premium (see "DEATH BENEFIT 
GUARANTEE"), except that the CDSC Premium, unlike the Death Benefit 
Guarantee Premium, will not take into account any additional charge for an 
Insured in a substandard premium class, any charge for additional insurance 
benefits added by rider, or the basic monthly administrative charge of 
$10.00 per month, or any premium processing charge. The maximum Contingent 
Deferred Sales Charge based on the applicable CDSC Premium will be shown in 
the Contract. Even though the Death Benefit Guarantee Premium may change 
after issuance of the Contract, once the CDSC Premium is determined for 
purposes of calculating the Contingent Deferred Sales Charge on the initial 
Face Amount or on any increase, as the case may be, the CDSC Premium will 
not change. The CDSC Premium will never exceed the "guideline annual 
premium", as that term is defined under SEC Rule 6e-3(T), for the Contract.

The Contingent Deferred Sales Charge calculated as described above will be 
subject to an additional limitation keyed to actual premiums paid. The 
actual Contingent Deferred Sales Charge will never exceed 25% of premiums 
paid (before deducting Premium Expense Charges) during the first Contract 
Year.

Amount of Contingent Deferred Sales Charge--Increases in Face Amount. If the 
Face Amount is increased, LB will compute a maximum Contingent Deferred 
Sales Charge for the increase equal to 25% of the CDSC Premium for the 
increase. The Contingent Deferred Sales Charge actually imposed will equal 
this maximum Contingent Deferred Sales Charge calculated as 25% of the CDSC 
Premium for the increase (subject to the scheduled reductions) unless the 
limitation keyed to 25% of the amount of premiums attributable to the 
increase applies. Like the similar limitation for the initial Face Amount, 
the CDSC Premium for the increase will never exceed the "guideline annual 
premium", as that term is defined under SEC Rule 6e-3(T), for the increase. 
In other words, the Contingent Deferred Sales Charge for an increase, if 
imposed, would never exceed the lesser of (a) 25% of the CDSC Premium for 
the increase and (b) 25% of the amount of premiums attributable to the 
increase made during the 12 Contract Months after the effective date of the 
increase.

The maximum Contingent Deferred Sales Charge for an increase calculated as 
described above will be subject to an additional limitation keyed to 25% of 
"the amount of premiums attributable to the increase". The Contingent 
Deferred Sales Charge actually imposed for an increase will never exceed 25% 
of the "amount of premiums attributable to the increase" made during the 12 
Contract Months after the effective date of the increase.

A special rule applies to determine "the amount of premiums attributable to 
the increase" because additional premium payments are not required to fund a 
requested increase in Face Amount. The premiums attributable to the increase 
will equal the sum of a proportionate share of the Cash Surrender Value on 
the effective date of the increase plus a proportionate share of premium 
payments made on the effective date of the increase or during the 12 
Contract Months after the effective date of the increase. This means that, 
in effect, a portion of the existing Cash Surrender Value will be deemed to 
be a premium payment for the increase, and subsequent premium payments will 
be prorated. The proportion of existing Cash Surrender Value and subsequent 
premium payments attributable to the increase will equal the ratio of the 
increase in Face Amount to the resulting total Face Amount after the 
increase. For example, if the Face Amount is increased from $100,000 to 
$200,000, the ratio of the increase to the resulting total Face Amount is 
1/2 ($100,000/$200,000). If the Cash Surrender Value on the effective date 
of the increase is $5,000 and premium payments totaling $3,000 are made 
during the 12 Contract Months after the effective date of the increase, the 
premiums attributable to the increase would be 1/2 ($5,000) + 1/2 ($3,000), 
or a total of $4,000.

The part of the Contingent Deferred Sales Charge attributable to the 
increase will be charged and reduced in accordance with the same principles 
as applicable to the basic Contingent Deferred Sales Charge. It will remain 
at the maximum level through approximately five years from the effective 
date of the increase in Face Amount. It will then be reduced in level 
monthly amounts equal to approximately .83% (10% on an annual basis) of the 
maximum Contingent Deferred Sales Charge for the increase on the fifth 
anniversary of the increase and on each subsequent monthly anniversary of 
the increase until 120 Monthly Deductions have been taken on and after the 
fifth anniversary of the increase. Thus, after the 120th Monthly Deduction 
following the fifth anniversary of the increase, the Contingent Deferred 
Sales Charge on the increase will be reduced to zero.

Amount of Deferred Administrative Charge. At Contract issuance, LB will 
compute a Deferred Administrative Charge. In general, this charge will equal 
an amount per $1,000 of Face Amount based upon the initial Face Amount, the 
Insured's Attained Age at Contract issuance the Insured's gender, and 
whether the Insured is a tobacco user or not. For Insureds with an Attained 
Age under 18, the Deferred Administrative Charge will equal an amount per 
$1,000 of Face Amount based upon the initial Face Amount and the Insured's 
Age at Contract issuance. The maximum Deferred Administrative Charge per 
$1,000 of Face Amount will be determined from Appendix B. As shown in 
Appendix B, the Deferred Administrative Charge per $1,000 of Face Amount 
will be less for Contracts having a Face Amount at issuance that equal or 
exceed the following amounts: $500,000-$999,999; and $1,000,000. Montana has 
enacted legislation that requires that cost of insurance rates and other 
charges applicable to Contracts purchased in Montana cannot vary on the 
basis of the Insured's gender, and so, in Montana, this charge will not be 
based on the gender of the Insured.

The maximum Deferred Administrative Charge, as determined at Contract 
issuance, will be reduced as Monthly Deductions are made. Beginning on the 
Date of Issue, and continuing on each Monthly Anniversary until 180 Monthly 
Deductions have been made, this Deferred Administrative Charge determined at 
Contract issuance will be reduced in level amounts equal to approximately 
 .55% of the maximum Deferred Administrative Charge (or a 6 2/3% reduction of 
the maximum Deferred Administrative Charge on an annual basis). In this way, 
the Deferred Administrative Charge will be reduced to zero as of the Monthly 
Anniversary when the 180th Monthly Deduction is made.

If the Face Amount is increased, a separate Deferred Administrative Charge 
will be calculated for the increase in an amount determined in the same 
manner as for the initial Face Amount, (except that the Insured's Attained 
Age on the effective date of the increase will be used and the charge per 
$1,000 of Face Amount to be applied to the increase will be based on the 
amount of the entire new Face Amount after giving effect to the increase). 
The part of the Deferred Administrative Charge attributable to the increase 
will be charged and reduced in accordance with the same principles as 
applicable to the basic Deferred Administrative Charge. The maximum Deferred 
Administrative Charge for an increase will be determined on the effective 
date of the increase and will then be reduced in level amounts equal to  
 .55% of the maximum Deferred Administrative Charge (or a 6 2/3% reduction of 
the maximum Deferred Administrative Charge on an annual basis) as Monthly 
Deductions are taken on the effective date of the increase and as of each 
succeeding Monthly Anniversary until 180 Monthly Deductions have been made 
after the effective date of the increase, when the Deferred Administrative 
Charge on the increase will be reduced to zero.

The administrative expenses covered by the Deferred Administrative Charge 
are the same expenses covered by the Initial Monthly Charge included in the 
Monthly Deduction. See "Accumulated Value Charges--Monthly Deduction" below. 
Even though the same administrative expenses are covered by both charges, LB 
will not be reimbursed twice for these issuance expenses. Except as 
described below for spouse riders, these two charges have been calculated so 
that these administrative expenses related to issuance will generally be 
collected either through the Monthly Deduction (which covers these charges 
through the Initial Monthly Charge) or through the Decrease Charge (which 
covers these charges through the Deferred Administrative Charge). Each of 
these charges applies until 180 Monthly Deductions have been made, and the 
scheduled reductions in the Deferred Administrative Charge described above 
over this period have been calculated to take into account the amount of 
issuance expenses that would have already been collected through the Initial 
Monthly Charge. In effect, the collection of the Deferred Administrative 
Charge included in the Decrease Charge, which would be collected only upon 
lapse or surrender of the Contract or in part upon a requested decrease in 
Face Amount, would be an "acceleration" of the amounts that otherwise would 
have been paid during this 15-year period through the Initial Monthly Charge 
included in the Monthly Deduction. If the Deferred Administrative Charge is 
imposed in part due to a requested decrease in Face Amount, the amount of 
the Initial Monthly Charge will be reduced accordingly (see "CHARGES AND 
DEDUCTIONS--Monthly Deduction--Initial Monthly Charge").

The discussion in the immediately preceding paragraph does not apply to 
spouse riders. The Deferred Administrative Charge is not an "acceleration" 
of the Initial Monthly Charge applicable to any spouse rider providing 
insurance benefits on the Insured's spouse. An Initial Monthly Charge will 
arise upon issuance of a spouse rider, but no Deferred Administrative Charge 
will be calculated. If the Contract lapses or is surrendered when the 
Initial Monthly Charge applies for a spouse rider, this charge will not be 
collected through the Deferred Administrative Charge or otherwise, unless 
the Contract is reinstated (see "PAYMENT AND ALLOCATION OF PREMIUMS--
Contract Lapse and Reinstatement").

Method of Deduction and Effect of Decrease Charge. The Decrease Charge will 
be treated as a deduction against the Contract Owner's Accumulated Value, 
and will compensate LB for sales and issuance expenses described above upon 
surrender or lapse of the Contract or in part upon a requested decrease in 
Face Amount. Otherwise, the Decrease Charge will not be taken out of the 
Accumulated Value held for investment under the Contract, and the 
Accumulated Value will continue to reflect the investment experience of the 
selected Subaccount(s), though the Decrease Charge will be treated as a 
deduction for purposes of determining the Contract's Cash Surrender Value, 
which will affect various Contract rights. Deducting the Decrease Charge in 
determining the Cash Surrender Value will affect (a) the amount available 
for Contract loans (see "CONTRACT RIGHTS--Loan Privileges"), (b) the Cash 
Surrender Value available in connection with full or partial surrenders (see 
"CONTRACT RIGHTS--Surrender Privileges"), and (c) the Cash Surrender Value 
available to pay Monthly Deductions, which will, subject to the Death 
Benefit Guarantee (see "DEATH BENEFIT GUARANTEE"), determine the Contract's 
duration and possible lapse (see "PAYMENT AND ALLOCATION OF PREMIUMS--
Contract Lapse and Reinstatement").

If the Face Amount is decreased at the Contract Owner's request, that part 
of any existing Decrease Charge amount attributable to the decrease will 
reduce the Accumulated Value attributable to the Contract, and the Decrease 
Charge will be reduced by this amount. The amount by which the Decrease 
Charge is reduced will be allocated against the Subaccount(s) of the 
Variable Account in the same manner that Monthly Deductions are allocated 
against the Subaccount(s). See "Charges Against Accumulated Value--Monthly 
Deductions" below. If the Cash Surrender Value is not sufficient to cover 
the Decrease Charge imposed in connection with the requested decrease, the 
requested decrease will not be made.

The Decrease Charge imposed for a requested decrease in Face Amount will be 
determined by using the Decrease Charge then applicable to various parts of 
the current Face Amount in the following order: (a) the Decrease Charge for 
the most recent increase; (b) the Decrease Charge for the next most recent 
increases successively; and (c) the Decrease Charge for the initial Face 
Amount.

The calculation of the Decrease Charge for requested decreases can be 
illustrated as follows. Assume that a Contract has an initial Face Amount of 
$100,000, and the Face Amount is first increased by $20,000, and then 
increased by $30,000, and then the Face Amount is decreased by $40,000. The 
Decrease Charge imposed for the $40,000 decrease would be determined by 
using the Decrease Charge for the most recent increase in Face Amount 
($30,000) and then adding a proportionate part of the Decrease Charge for 
the next most recent increase ($10,000/$20,000, or one-half of the Decrease 
Charge for that increase). If, instead, the requested decrease was $60,000, 
the Decrease Charge imposed for the $60,000 decrease would be determined by 
using the Decrease Charge for the two increases (which were $30,000 and 
$20,000, respectively) and then adding a proportionate part of the Decrease 
Charge for the initial Face Amount ($10,000/$100,000, or one-tenth of the 
Decrease Charge for the initial Face Amount).

If, alternatively, it is assumed that a Contract has an initial Face Amount 
of $100,000, and the Face Amount is first decreased by $20,000, then 
increased by $50,000, and then decreased by $30,000, the Decrease Charge on 
the requested decreases would be as follows. The Decrease Charge imposed for 
the first decrease ($20,000) would be determined by using a proportionate 
part of the Decrease Charge for the initial Face Amount ($20,000/$100,000, 
or one-fifth of the Decrease Charge for the initial Face Amount). The 
Decrease Charge imposed for the second decrease ($30,000), would be 
determined by using a proportionate part of the Decrease Charge for the most 
recent increase ($30,000/$50,000, or six-tenths of the Decrease Charge for 
that increase.

Reinstatement of Decrease Charge. If a Contract lapses and is then 
reinstated, any Decrease Charge applicable at the time of lapse will also be 
reinstated. See "PAYMENT AND ALLOCATION OF PREMIUMS--Contract Lapse and 
Reinstatement".

See Appendix D for information about differences in the Decrease Charge and 
the Deferred Administrative Charge on VUL 1 contracts.

Monthly Deduction

Charges will be deducted on the Contract Date and each Monthly Anniversary 
from the Accumulated Value of the Contract (the "Monthly Deduction") to 
compensate LB for administrative expenses and the insurance provided by the 
Contract. The Monthly Deduction consists of three components--(a) the cost 
of insurance, (b) insurance underwriting and expenses in connection with 
issuing the Contract or any increase in Face Amount, and the costs of 
ordinary administration of the Contract, and (c) the cost of any additional 
benefits added by rider. Because portions of the Monthly Deduction, such as 
the cost of insurance, can vary from month to month, the Monthly Deduction 
itself will vary in amount from month to month.

The Monthly Deduction will be deducted on the Contract Date and on each 
subsequent Monthly Anniversary prior to the Insured's Attained Age 100. (On 
the Contract Date, a Monthly Deduction covering the period of time from the 
Date of Issue until the first Monthly Anniversary will be deducted and, if 
any Monthly Anniversary occurs prior to the Contract Date, the Monthly 
Deduction(s) for such Monthly Anniversaries will also be made on the 
Contract Date.) The Monthly Deduction will be deducted from the Accumulated 
Value of the Contract by redeeming units from the Subaccounts of the 
Variable Account and will be allocated against each Subaccount of the 
Variable Account in the same proportion that the Contract's Accumulated 
Value in each Subaccount bears to the total Accumulated Value of the 
Contract, less Accumulated Value in the Loan Account, at the Monthly 
Anniversary. Subject to LB's approval, the Contract Owner may specify a 
different allocation for the Monthly Deduction.

Cost of Insurance. Because the cost of insurance depends upon several 
variables, the cost for each Contract Month can vary from month to month. LB 
will determine the monthly cost of insurance charge by multiplying the 
applicable cost of insurance rate or rates by the net amount at risk for 
each Contract Month. The net amount at risk on any Monthly Anniversary is 
the amount by which the Death Benefit which would have been payable on that 
Monthly Anniversary exceeds the Accumulated Value on that Monthly 
Anniversary. For the purposes of this calculation, the Death Benefit will be 
divided by 1.0040741, which reduces the net amount at risk by taking into 
account assumed monthly earnings at an annual rate of 5%. In general, the 
actual cost of insurance rate will be lower for Contracts having a Face 
Amount at issuance or after a requested increase that equal or exceed the 
following amounts: $500,000-$999,999; and $1,000,000.

The monthly cost of insurance will be determined separately for each 
component of the net amount at risk, using the cost of insurance rate 
applicable to the component, in the following order: (1) the initial Face 
Amount; (2) successively, each increase in Face Amount up to the Face Amount 
in force, in the order in which the increase took effect; and (3) any Death 
Benefit that would be payable by reason of Accumulated Value calculations 
(that is, whenever the Death Benefit is based on the applicable percentage 
of Accumulated Value) over the Face Amount in force. For example, when a 
Contract Owner has elected to make an increase in the Face Amount, the 
monthly cost of insurance would be computed separately on the initial Face 
Amount using the cost of insurance rate for the premium class determined 
upon Contract issuance, and to each increase in Face Amount using the cost 
of insurance rate for the premium class determined for such increase as 
specified in the supplement to the Contract evidencing that increase.

Because the monthly cost of insurance must be determined separately for each 
component of the net amount at risk described above, the Accumulated Value 
must be allocated to each component. For purposes of determining the net 
amounts at risk for each component if Option B is in effect, Accumulated 
Value will first be considered a part of the initial Face Amount, and then 
each successive increase in the Face Amount. If the Accumulated Value is 
greater than the initial Face Amount, it will be considered a part of each 
increase in order, starting with the first increase. When Option A is in 
effect, the Accumulated Value is not included within the Face Amount. 
Accordingly, the cost of insurance rates applicable will be the rate(s) 
applicable to the Face Amount (and any increases in Face Amount). The cost 
of insurance rate applicable to the remaining Death Benefit, if any, that 
would be payable by reason of Accumulated Value calculations (which is the 
remainder of the net amount at risk) will be that applicable to the initial 
Face Amount.

Any change in the net amount at risk will affect the total cost of insurance 
paid by the Contract Owner. For example, because generally the net amount at 
risk equals the excess of the Death Benefit over the Accumulated Value, the 
net amount at risk may be affected by changes in the Accumulated Value, in 
the Face Amount, or in the Death Benefit Option in effect. See "CONTRACT 
BENEFITS--Death Benefits--Accumulated Value and Cash Surrender Value".

Cost of Insurance Rate. Cost of insurance rates will be based on the Face 
Amount and the gender, issue age, Attained Age and premium class of the 
Insured. The actual monthly cost of insurance rates will be based on LB's 
expectations as to future mortality experience. They will not, however, be 
greater than the guaranteed cost of insurance rates set forth in the 
Contract. These guaranteed rates are based on the Insured's Attained Age and 
the 1980 Commissioners Standard Ordinary Mortality Table. Any change in the 
cost of insurance rates will be based on the Initial Face Amount and any 
requested increases in Face Amount, and will apply to all Insureds of the 
same premium class, gender, issue age and Attained Age. In general, the 
actual cost of insurance rate will be lower for Contracts having a Face 
Amount at issuance or after a requested increase that equal or exceed the 
following amounts: $500,000-$999,999; and $1,000,000. Montana has enacted 
legislation that requires that cost of insurance rates applicable to 
Contracts purchased in Montana cannot vary on the basis of the Insured's 
gender, and so, for Contracts issued in the state of Montana, the cost of 
insurance rate will not be based on the basis of gender. In connection with 
certain employment-related plans, cost of insurance rates may in some 
circumstances not distinguish between men and women. See "EMPLOYMENT-RELATED 
BENEFIT PLANS".

Premium Class. The premium class of an Insured will affect the cost of 
insurance rates. LB currently places Insureds into standard premium classes 
and into rated premium classes, which involve a higher mortality risk. In an 
otherwise identical Contract, an Insured in the standard premium class will 
have a lower cost of insurance than an Insured in a premium class with 
higher mortality risks. The premium classes are also divided into two 
categories: tobacco users and non-tobacco users.  Non-tobacco user Insureds 
will generally incur lower cost of insurance rates than Insureds who are 
classified as tobacco users. In addition, certain Insureds over Attained Age 
18 and less than Attained Age 75 who are non-tobacco users and who meet 
special underwriting requirements may be classified as preferred.  An 
Insured in a preferred premium class will have a lower cost of insurance 
than an Insured in a standard or rated premium class.

Any Insured with an Attained Age at issuance under 18 will not be classified 
initially as a tobacco user or a non-tobacco user and then will be 
classified as a tobacco user at Attained Age 18 unless the Insured provides 
satisfactory evidence that the Insured is a non-tobacco user. (LB will 
provide notice to the Contract Owner of the opportunity for the Insured to 
be classified as a non-tobacco user when the Insured reaches Attained Age 
18.)

Monthly Administration Charge. LB has primary responsibility for the 
administration of the Contract and the Variable Account. As a result, LB 
expects to incur certain ordinary administrative expenses and certain 
issuance expenses. A monthly administration charge included in the Monthly 
Deduction will be used to reimburse LB for these expenses, except to the 
extent that these expenses are reimbursed through the collection of the 
Deferred Administrative Charge included in the Decrease Charge, which is, in 
effect, an "acceleration" of the initial administrative charge described 
below.

There are two administrative charges included in the monthly administration 
charge--a basic monthly administrative charge that is collected every 
Contract Month and an initial monthly charge that is deducted as part of the 
first 180 Monthly Deductions (the "Initial Monthly Charge") following 
Contract issuance and following any requested increase in Face Amount.

Basic Monthly Administrative Charge. A basic monthly administrative charge 
of $10.00 will be deducted from Accumulated Value on the Contract Date and 
each Monthly Anniversary prior to the Insured's Attained Age 100 as part of 
the Monthly Deduction. This charge is intended to reimburse LB for ordinary 
administrative expenses expected to be incurred, including record keeping, 
processing Death Benefit claims, certain Contract changes, preparing and 
mailing reports, and overhead costs.

Initial Monthly Charge. The Initial Monthly Charge will be deducted from 
Accumulated Value as part of the first 180 Monthly Deductions following 
Contract issuance, commencing with the Monthly Deduction(s) collected on the 
Contract Date. This monthly charge will equal an amount per $1,000 of Face 
Amount based upon the Insured's Attained Age at Contract issuance and, 
except for Insureds with an Attained Age at Contract issuance under 18, the 
Insured's gender and upon whether the Insured is a tobacco user or not. The 
Initial Monthly Charge per $1,000 of Face Amount will be determined from 
Appendix C. As shown in Appendix C, the Initial Monthly Charge will be less 
for Contracts having a Face Amount at issuance that equal or exceed the 
following amounts: $500,000-$999,999; and $1,000,000.

If the Face Amount is increased, a separate Initial Monthly Charge for 
Increases will be deducted from Accumulated Value as part of the first 180 
Monthly Deductions after the increase beginning with the Monthly Anniversary 
on which the increase becomes effective. This separate Initial Monthly 
Charge for Increases will be determined in the same manner as for the 
initial Face Amount, except that the Insured's Attained Age on the effective 
date of the increase will be used and the charge per $1,000 of Face Amount 
to be applied to the increase will be based on the amount of the entire new 
Face Amount after giving effect to the increase.

If a spouse rider providing additional insurance benefits on the Insured's 
spouse is added, a separate Initial Monthly Charge will be deducted from 
Accumulated Value as part of the first 180 Monthly Deductions after the 
issuance of the spouse rider, beginning with the Monthly Anniversary on 
which the spouse rider becomes effective. This additional Initial Monthly 
Charge will be determined in the same manner as for the initial Face Amount, 
except that the spouse's Attained Age and tobacco user status and gender on 
the effective date of the rider will be used.

Montana has enacted legislation that requires that cost of insurance rates 
and other charges applicable to Contracts purchased in Montana cannot vary 
on the basis of the Insured's gender, and so, in Montana, this charge will 
not be based on the gender of the Insured.

The Initial Monthly Charge is intended to reimburse LB for administrative 
expenses in connection with the issuance of the Contract, including medical 
exams, review of applications for insurance underwriting decisions, and 
processing of the applications and establishing Contract records. Similar 
expenses are expected in connection with future changes in the Contract 
initiated by the Contract Owner which involve "insurability" decisions, such 
as applications for increases in Face Amount and the issuance of spouse 
riders.

The issuance expenses covered by the Initial Monthly Charge are the same 
expenses covered by the Deferred Administrative Charge included in the 
Decrease Charge. See "CHARGES AND DEDUCTIONS--Accumulated Value Charges--
Decrease Charge" above. LB will not, however, be reimbursed twice for these 
expenses. As described above (see "CHARGES AND DEDUCTIONS--Accumulated Value 
Charge--Decrease Charge"), and except in the case of charges attributable to 
spouse riders (see discussion below), if a Contract lapses or is totally 
surrendered during the 15-year period when the Initial Monthly Charge 
applies, or if a requested decrease in Face Amount occurs during the 15-year 
period when the Initial Monthly Charge generally applies, the Initial 
Monthly Charge will, in effect, generally be "accelerated" and collected in 
the form of the Deferred Administrative Charge included in the Decrease 
Charge.

Because the Deferred Administrative Charge included in the Decrease Charge 
is in effect an "acceleration" of the Initial Monthly Charge, the imposition 
of the Deferred Administrative Charge will generally eliminate or reduce the 
Initial Monthly Charge. If the Contract lapses or is totally surrendered 
during the 15-year period when the Initial Monthly Charge applies so that 
the Decrease Charge is imposed, the Initial Monthly Charge will not be 
collected. If the Face Amount is decreased at the Contract Owner's request 
during this 15-year period so that the Decrease Charge (including the 
Deferred Administrative Charge) is imposed in part, the Initial Monthly 
Charge will be reduced because of the Deferred Administrative Charge imposed 
(being applied to reduce proportionately or eliminate the Initial Monthly 
Charge attributable to that portion of the Face Amount covered by the 
Decrease Charge).

If a Contract lapses and is then reinstated, the Initial Monthly Charge will 
be reinstated until a total of 180 Monthly Deductions have been taken. See 
"PAYMENT AND ALLOCATION OF PREMIUMS--Contract Lapse and Reinstatement".

No Deferred Administrative Charge will be calculated for the issuance of a 
spouse rider, even though a separate Initial Monthly Charge will be 
calculated for spouse riders. As a result, the Initial Monthly 
Administrative Charge attributable to a spouse rider will not be 
"accelerated" and collected in the form of the Deferred Administrative 
Charge included in the Decrease Charge upon surrender or lapse or upon a 
requested decrease in Face Amount. If a lapse or total surrender of the 
Contract or a cancellation of the spouse rider occurs during the 15-year 
period when an Initial Monthly Charge applies for a spouse rider, the charge 
will not be collected. If a requested decrease on a spouse rider occurs 
during this 15-year period, the Initial Monthly Charge attributable to the 
spouse rider will be reduced proportionately.

Additional Insurance Benefits Charges. The Monthly Deduction will include 
charges for any additional insurance benefits added to the Contract by 
rider. These charges are for insurance protection, and the monthly amounts 
will be specified in the Contract. See "GENERAL PROVISIONS--Additional 
Insurance Benefits".

See Appendix D for information about differences in the Monthly Deduction, 
including the cost of insurance rates, basic monthly administrative charge, 
and the Initial Monthly Charge on VUL 1 contracts.

Partial Surrender Charge 

A partial surrender charge of $25 or 2% of the surrender amount requested, 
whichever is less, will be deducted from the amount withdrawn for each 
partial surrender to compensate LB for the administrative costs in effecting 
the requested payment and in making necessary calculations for any 
reductions in Face Amount which may be required by reason of the partial 
surrender. This charge is guaranteed not to increase.

Charges Against the Variable Account

Mortality and Expense Risk Charge. A daily charge (the "Mortality and 
Expense Risk Charge") will be 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. LB has determined that a Mortality 
and Expense Risk Charge at an annual rate of .75% of the average daily net 
assets of each Subaccount of 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 Mortality and Expense Risk 
Charge at an annual rate of .60% (or a daily rate of .001644%) of the 
average daily net assets of each Subaccount of the Variable Account. The 
Mortality and Expense Risk Charge is guaranteed not to increase above an 
annual rate exceeding .75%. The daily charge will be deducted from the net 
asset value of the Variable Account, and therefore the Subaccounts, on each 
Valuation Date. When the previous day or days was not a Valuation Date, the 
deduction on the Valuation Date will be .001644% multiplied by the number of 
days since the last Valuation Date.

The mortality risk assumed by LB is that Insureds may live for a shorter 
time than projected because of inaccuracies in the projections, and that an 
aggregate amount of Death Benefits greater than that projected accordingly 
will be payable. The expense risk assumed is that expenses incurred in 
issuing and administering the Contracts will exceed the administrative 
charges provided in the Contracts.

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 incur any Federal income 
tax liability. Charges for other taxes, if any, attributable to the Variable 
Account may also be made. See "FEDERAL TAX MATTERS".

   
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. As investment adviser to the 
Fund, LB charges the Fund a daily investment advisory fee equal to an annual 
rate of .40% of the aggregate average daily net assets of the Money Market, 
Income, High Yield, Growth, Mid Cap Growth, and Opportunity Growth 
Portfolios.  LB also charges the Fund an annual investment advisory fee 
equal to .85% of the aggregate average daily net assets of the World Growth 
Portfolio. See "LUTHERAN BROTHERHOOD AND THE VARIABLE ACCOUNT--LB Series 
Fund, Inc.", and the accompanying current prospectus for the Fund.
    


                        DEATH BENEFIT GUARANTEE

General. If a Contract Owner meets the requirement described below for the 
Death Benefit Guarantee, LB guarantees that the Contract will not lapse.

Whenever the Monthly Deduction to be made would result in a Cash Surrender 
Value less than zero, any excess of Accumulated Value over Contract Debt 
will be used to pay the Monthly Deduction. If available Accumulated Value is 
less than the Monthly Deduction then due and the Death Benefit Guarantee is 
in effect, LB will pay the deficiency.

If the Death Benefit Guarantee terminates, the Contract will not necessarily 
lapse. For a discussion of the circumstances under which the Contract may 
lapse, see "PAYMENT AND ALLOCATION OF PREMIUMS--Contract Lapse and 
Reinstatement". The Death Benefit Guarantee does, however, provide 
additional protection against the possibility of lapse.

The Death Benefit Guarantee provides significant protection against lapse of 
the Contract. First, to the extent Cash Surrender Value declines due to poor 
investment performance, the Death Benefit Guarantee may be necessary to 
avoid lapse of the Contract. Second, during the early Contract Years, the 
Cash Surrender Value will generally not be sufficient to cover the Monthly 
Deduction, so that the Death Benefit Guarantee will be necessary to avoid 
lapse of the Contract. This occurs because the Decrease Charge usually 
exceeds the Accumulated Value in these years. In this regard, a Contract 
Owner should consider that if an increase in Face Amount is requested, an 
additional Decrease Charge would apply for the 15 years following the 
increase, which could create a similar possibility of lapse as exists during 
the early Contract Years. THUS, EVEN THOUGH THE CONTRACT PERMITS PREMIUM 
PAYMENTS LESS THAN THE PAYMENTS REQUIRED TO MAINTAIN THE DEATH BENEFIT 
GUARANTEE, THE CONTRACT OWNER WILL LOSE THE SIGNIFICANT PROTECTION PROVIDED 
BY THE DEATH BENEFIT GUARANTEE BY PAYING LESS THAN THE PREMIUMS REQUIRED TO 
MAINTAIN THE GUARANTEE.

WHEN CONSIDERING CONTRACT LOANS (see "CONTRACT RIGHTS--Loan Privileges") OR 
PARTIAL SURRENDERS (see "CONTRACT RIGHTS--Surrender Privileges"), A CONTRACT 
OWNER SHOULD KEEP IN MIND THAT A CONTRACT LOAN OR PARTIAL SURRENDER COULD 
CAUSE TERMINATION OF THE DEATH BENEFIT GUARANTEE BECAUSE THE AMOUNT OF ANY 
PARTIAL SURRENDER OR CONTRACT LOAN AMOUNT WILL, SUBJECT TO CERTAIN 
EXCEPTIONS, BE DEDUCTED FROM CUMULATIVE PREMIUM PAYMENTS IN DETERMINING 
WHETHER THE REQUIREMENTS FOR THE DEATH BENEFIT GUARANTEE HAVE BEEN MET.

Death Benefit Guarantee Requirement. The Death Benefit Guarantee applies if 
the total cumulative premiums paid (before deduction of the Premium Expense 
Charges) under the Contract, less any partial surrenders and the Loan 
Amount, equals or exceeds the sum of the Death Benefit Guarantee Premiums 
(described below) on each Monthly Anniversary since the issuance of the 
Contract. However, if the Death Benefit Guarantee requirement is not met on 
a Monthly Anniversary but the Cash Surrender Value less any unearned 
interest is greater than or equal to the sum of Death Benefit Guarantee 
Premiums from the Date of Issue through that Monthly Anniversary, then the 
sum of premiums paid as used above will be deemed to increase through that 
date to the amount necessary to meet the Death Benefit Guarantee 
requirement.

In addition, a portion of any partial surrender or Contract Loan Amount may 
be excluded when determining if the Death Benefit Guarantee requirement is 
met. The amount excluded is calculated on the date of the partial surrender 
or Contract loan and is equal to the lesser of:

1)  The amount of the partial surrender or unpaid Contract loan; and

2)  The excess, if any, of the Cash Surrender Value less unearned prepaid 
loan interest over the greater of (a) and (b) where:

a) Is the sum of premiums paid less the amount of any partial surrenders and 
Contract loans not previously excluded when determining if the Death Benefit 
Guarantee requirement was met; and

b) Is the sum of Death Benefit Guarantee Premiums from the Date of Issue 
through the Monthly Anniversary on or next after the date of the partial 
surrender or Contract loan.

These calculations for Death Benefit Guarantee compliance are intended to 
provide the Contract Owner with the flexibility to take advantage of certain 
increases in Cash Surrender Value without losing the benefit of the Death 
Benefit Guarantee. First, by "deeming" the sum of premiums paid to be 
increased under the circumstances described above for purposes of the Death 
Benefit Guarantee, the Contract Owner can take advantage of increases in 
Cash Surrender Value by reducing or suspending actual premium payments so 
long as Cash Surrender Value, less any unearned prepaid loan interest, 
remains at a sufficient level to maintain the Death Benefit Guarantee under 
the formula described above. Second, by excluding part of a partial 
surrender or a Contract loan under the circumstances described above for 
purposes of the Death Benefit Guarantee, the Contract Owner can take 
advantage of increases in Cash Surrender Value by withdrawing a part of such 
increases by means of a partial surrender or Contract loan, provided that on 
the date of such surrender or loan the Cash Surrender Value, less any 
unearned prepaid loan interest, is at a sufficient level under the formula 
described above. Of course, any such actions by a Contract Owner will have 
the effect (directly or indirectly) of reducing Cash Surrender Value, which 
may mean that less Cash Surrender Value will be available for future 
Contract charges and for determining future compliance with the requirements 
for the Death Benefit Guarantee. A Contract Owner should also consider the 
other effects of varying the amount and frequency of premium payments (see 
"PAYMENT AND ALLOCATION OF PREMIUMS") and of partial surrenders and Contract 
loans (see "CONTRACT RIGHTS--Loan Privileges" and "CONTRACT RIGHTS--
Surrender Privileges").

If sufficient premium payments have been made, the Death Benefit Guarantee 
will apply until the specified Attained Age of the Insured shown in the 
Contract, which Attained Age will be the later of (a) the Insured's Attained 
Age 71 and (b) the Attained Age of the Insured at the end of a period 
ranging from 8 to 34 years (varying with the Insured's Attained Age at 
issue) from the Date of Issue.

LB will determine on each Monthly Anniversary whether the requirements for 
the Death Benefit Guarantee have been satisfied, but premiums need not be 
paid on a monthly basis. If, as of any Monthly Anniversary, the Contract 
Owner has not made sufficient premium payments to maintain the Death Benefit 
Guarantee, the Death Benefit Guarantee will terminate immediately, subject 
to only a limited right of reinstatement, as described below under 
"Reinstatement".

See Appendix D for information about differences in the Death Benefit 
Guarantee on VUL 1 contracts.

Reinstatement. After termination of the Death Benefit Guarantee, LB will 
send written notice to the Contract Owner that the Death Benefit Guarantee 
has terminated and the Contract Owner will have 31 days from the date such 
notice is sent by LB to reinstate the Death Benefit Guarantee. The written 
notice of termination from LB to the Contract Owner will indicate the 
premium payment required to reinstate the Death Benefit Guarantee. If LB 
does not receive this required premium payment within 31 days after this 
written notice is sent to the Contract Owner by LB, the Death Benefit 
Guarantee will remain terminated and can never be reinstated. During this 31 
day reinstatement period, the Contract Owner will not have the protection of 
the Death Benefit Guarantee.

WHEN DETERMINING THE AMOUNT AND FREQUENCY OF PREMIUM PAYMENTS, A CONTRACT 
OWNER SHOULD CAREFULLY CONSIDER THAT THE DEATH BENEFIT GUARANTEE TERMINATES 
IMMEDIATELY WHEN THE REQUIREMENTS DESCRIBED ABOVE ARE NOT SATISFIED, AND THE 
ABILITY TO REINSTATE THE DEATH BENEFIT GUARANTEE PERMANENTLY EXPIRES ON THE 
FOLLOWING MONTHLY ANNIVERSARY OF THE CONTRACT 31 DAYS AFTER LB SENDS WRITTEN 
NOTICE OF TERMINATION.

Death Benefit Guarantee Premium. A monthly premium amount required to 
maintain the Death Benefit Guarantee (the "Death Benefit Guarantee Premium") 
will be set forth in the Contract. The Death Benefit Guarantee Premium is 
determined by LB based upon a formula taking into account the applicable 
cost of insurance charge for the Insured, using the Insured's actual premium 
class (see "CHARGES AND DEDUCTIONS--Monthly Deduction--Cost of Insurance"); 
a percentage of assumed monthly Death Benefit Guarantee Premium payment 
together with an assumed premium processing charge; the applicable Initial 
Monthly Charge (see "CHARGES AND DEDUCTIONS--Monthly Deduction--Initial 
Monthly Charge"); the charge for any additional insurance benefits added by 
rider (see "GENERAL PROVISIONS--Additional Insurance Benefits"); and the 
basic monthly administrative charge of $10.00 per month (see "CHARGES AND 
DEDUCTIONS--Monthly Deduction--Basic Monthly Administrative Charge"). Due to 
the factors considered in calculating these charges, the Death Benefit 
Guarantee Premium will vary depending upon, among other things, the 
Insured's gender, the Insured's Attained Age, the Insured's premium class, 
the Face Amount, the Death Benefit Option, and which additional insurance 
benefits, if any, are added by rider. The Death Benefit Guarantee Premium 
will change as the result of certain Contract changes, including an increase 
or decrease in Face Amount; a change in Death Benefit Option; a change in 
premium class; and an increase, decrease, addition or deletion of additional 
insurance benefits. Whenever the Death Benefit Guarantee Premium changes, 
the Contract Owner will be notified promptly of the new Death Benefit 
Guarantee Premium.

                            CONTRACT RIGHTS

Loan Privileges

General. The Contract Owner may at any time after the Contract Date borrow 
money from LB using the Contract as the only security for the loan. The 
Contract Owner may at any time after the Contract Date obtain Contract loans 
in an amount not exceeding in the aggregate 90% of the excess of Accumulated 
Value over any Decrease Charge on the date of any loan. Loans have priority 
over the claims of any assignee or other person. The loan may be repaid in 
full or in part at any time while the Insured is living.

See Appendix D for information about differences in Loan Privileges on VUL 1 
contracts.

As used in this Prospectus, the term "Loan Amount" means the sum of all 
unpaid Contract loans (including any prepaid loan interest added to the then 
outstanding Loan Amount), and the term "Debt" means the sum of all unpaid 
Contract loans less any unearned prepaid loan interest). The Loan Amount is 
used in calculating whether the requirement for the Death Benefit Guarantee 
has been satisfied (see "DEATH BENEFIT GUARANTEE"). Contract Debt is used in 
calculating the Contract's Cash Surrender Value (see "CONTRACT BENEFITS--
Accumulated Value and Cash Surrender Value") the amount of Death Benefit 
proceeds payable to the beneficiary (see "CONTRACT BENEFITS--Death 
Benefits"), and (in some cases) in determining whether the Contract will 
lapse (see "PAYMENT AND ALLOCATION OF PREMIUMS--Contract Lapse and 
Reinstatement).

Allocation of Contract Loan. LB will allocate a Contract loan among the 
Subaccounts of the Variable Account in the same proportion that the 
Contract's Accumulated Value in each Subaccount bears to the Contract's 
total Accumulated Value in the Variable Account, as of the day on which the 
request is received or, if that is not a Valuation Date, on the next 
following Valuation Date. With LB's approval, the Contract Owner can select 
a different allocation.

Loans will normally be paid within seven days after receipt of Written 
Notice. Postponement of loans may take place under certain circumstances. 
See "GENERAL PROVISIONS--Postponement of Payments".

Interest. The interest rate charged on Contract loans accrues daily at an 
annual rate of 7.4%, payable in advance, which is equivalent to a fixed rate 
of 8% per year. Loan interest is calculated on a prepaid basis, and is 
payable in advance at the time any Contract loan is made (for the rest of 
the Contract Year) and at the beginning of each Contract Year thereafter 
(for that entire Contract Year). If interest is not paid when due, it will 
be added to the loan balance and will bear interest at the same rate. If 
death or full surrender occurs before the next Contract Anniversary, 
unearned interest will be added to the proceeds payable.

Effect of Contract Loans. Accumulated Value equal to the portion of the 
Contract loan allocated to each Subaccount will be transferred from the 
Subaccount to the Loan Account, thereby reducing the Contract's Accumulated 
Value in that Subaccount.

As long as the Contract is in force, Accumulated Value in the Loan Account 
will be credited with interest at an effective annual rate of 6%. NO 
ADDITIONAL INTEREST WILL BE CREDITED TO THESE ASSETS. The interest earned 
during a Contract Month will be credited at the end of the Contract Month. 
Any interest credited will be allocated to the Subaccount(s) in proportion 
to the Accumulated Value in the respective Subaccounts. See "PAYMENT AND 
ALLOCATION OF PREMIUMS--Allocation of Premiums and Accumulated Value".

Although Contract loans may be repaid at any time, Contract loans will 
permanently affect the Contract's potential Accumulated Value and Cash 
Surrender Value and may permanently affect the Death Benefit under the 
Contract. The effect on Accumulated Value and Death Benefit could be 
favorable or unfavorable depending on whether the investment performance of 
the Accumulated Value in the Subaccount(s) is less than or greater than the 
interest being credited on the assets in the Loan Account while the loan is 
outstanding. Compared to a Contract under which no loan is made, values 
under the Contract will be lower when such interest credited is less than 
the investment performances of assets held in the Subaccount(s). In 
addition, the Death Benefit proceeds will be reduced by the amount of any 
outstanding Contract Debt.

THE AMOUNT OF ANY CONTRACT LOAN WILL, SUBJECT TO CERTAIN EXCEPTIONS, BE 
DEDUCTED FROM CUMULATIVE PREMIUM PAYMENTS IN DETERMINING WHETHER THE 
REQUIREMENTS FOR THE DEATH BENEFIT GUARANTEE HAVE BEEN SATISFIED. AS A 
RESULT, A CONTRACT LOAN COULD RESULT IN TERMINATION OF THE DEATH BENEFIT 
GUARANTEE. See "DEATH BENEFIT GUARANTEE".

Repayment of Contract Debt. Debt may be repaid any time while the Insured is 
living. Each repayment must be at least $25. If not repaid, LB will deduct 
Debt from any proceeds payable under the Contract. As Debt is repaid, the 
Contract's Accumulated Value held in the Subaccount(s) of the Variable 
Account will be restored and any prepaid interest attributable to the repaid 
amount will likewise be allocated to the Subaccount(s) in the same 
proportion as Debt repayments will be allocated. LB will allocate the amount 
of such repayment (as well as any prepaid loan interest that was unearned by 
LB at the time of repayment) to the Subaccount(s) of the Variable Account in 
the same proportion that the Contract's Accumulated Value in a Subaccount 
bears to the Contract's total Accumulated Value in the Variable Account (the 
Contract Owner may select a different allocation basis with LB's approval). 
See "PAYMENT AND ALLOCATION OF PREMIUMS--Allocation of Premiums and 
Accumulated Value". When the entire Debt is repaid, interest that would be 
credited upon the assets held in the Loan Account during the period from the 
last Monthly Anniversary to the date of repayment will also be allocated to 
the Subaccount(s) in the same proportion as Debt repayments will be 
allocated. LB will allocate the repayment of Debt as of the date on which 
the repayment is received or, if that is not a Valuation Date, on the next 
following Valuation Date.

The Contract Owner must notify LB if a payment is a premium payment; 
otherwise, it will be considered a loan repayment.

Tax Considerations. Under the Technical and Miscellaneous Revenue Act of 
1988, any loans taken from a "modified endowment contract" will be treated 
as a taxable distribution. In addition, with certain exceptions, a ten 
percent (10%) additional income tax penalty would be imposed on the portion 
of any loan that is included in income. See "FEDERAL TAX MATTERS--Contract 
Proceeds".

Surrender Privileges

At any time before the death of the Insured, the Contract Owner may 
partially or totally surrender the Contract by sending Written Notice to LB. 
The Cash Surrender Value will equal the Accumulated Value less any Contract 
Debt and any Decrease Charge. A Contract Owner may elect to have the amount 
paid in cash or under a settlement option. See "CONTRACT BENEFITS--Payment 
of Contract Benefits".

Full Surrender. If the Contract is fully surrendered, the Contract Owner 
will be paid the Cash Surrender Value of the Contract determined as of the 
date a Written Notice requesting surrender is received by LB (or as of such 
later date as the Contract Owner shall specify in the Written Notice), or, 
if this date is not a Valuation Date, the next following Valuation Date. To 
surrender the Contract fully, the Contract must be delivered to LB along 
with the Written Notice requesting surrender.

Partial Surrender. The Contract may be surrendered in part for any amount, 
as long as the amount of the partial surrender is at least $500 and as long 
as the remaining Cash Surrender Value is not less than $500 (in each case 
with the Cash Surrender Value being determined on the day Written Notice is 
received by LB, or if this is not a Valuation Date, the next following 
Valuation Date). The amount surrendered, including any surrender charge, 
will be deducted from the Subaccount(s) of the Variable Account in the same 
proportion that the Contract Owner's Accumulated Value in the respective 
Subaccount(s) bears to the Contract's total Accumulated Value in the 
Subaccount(s) at that time (the Contract Owner may select a different 
allocation basis with LB's approval). A surrender charge of $25 or 2% of the 
surrender amount requested, whichever is less, will be deducted by LB from 
the amount withdrawn. For a discussion of certain limitations and 
considerations applicable to partial surrenders, see "Partial Surrenders--
Certain Other Considerations" below.

Effect of Partial Surrenders on Face Amount and Death Benefit. A partial 
surrender will always decrease the Death Benefit and may also decrease the 
Face Amount. As described below, the effect of a partial surrender on the 
Death Benefit and the Face Amount may vary depending upon the Death Benefit 
Option in effect and whether the Death Benefit is based on the applicable 
percentage of Accumulated Value.

Option A--Effect of Partial Surrenders. The effect of a partial surrender on 
the Face Amount and Death Benefit under Option A can be described as 
follows. The Face Amount will never be decreased by a partial surrender. A 
partial surrender will, however, always decrease the Death Benefit under 
Option A by one of the following amounts:

(bullet)If the Death Benefit equals the Face Amount plus the Accumulated 
Value, a partial surrender will reduce the Accumulated Value by the amount 
of the partial surrender and thus the Death Benefit will also be reduced by 
the amount of the partial surrender.

Illustration. For the purpose of this illustration (and any following 
illustrations of partial surrenders), assume that the Attained Age of the 
Insured is under 40, and there is no Contract Debt. (The applicable 
percentage is 250% for an Insured with an Attained Age of 40 or below. See 
"CONTRACT BENEFITS--Death Benefits".)

Under Option A, a Contract with a Face Amount of $100,000 and an Accumulated 
Value of $60,000 will have a Death Benefit of $160,000 ($100,000 + $60,000). 
Assume that the Contract Owner wishes to take a partial surrender of 
$20,000. Because the Death Benefit equals the Face Amount plus the 
Accumulated Value, the partial surrender will reduce the Accumulated Value 
to $40,000 ($60,000 - $20,000 = $40,000) and the Death Benefit to $140,000 
($100,000 + $40,000). The Face Amount is not changed.

(bullet)If the Death Benefit immediately prior to the partial surrender is 
based on the applicable percentage of Accumulated Value, the Death Benefit 
will be reduced to equal, the greater of (a) the Face Amount plus 
Accumulated Value after deducting the partial surrender and (b) the Death 
Benefit based on the applicable percentage of Accumulated Value after 
deducting the partial surrender.

Illustration. Under Option A, a Contract with a Face Amount of $100,000 and 
an Accumulated Value of $80,000 will have a Death Benefit of $200,000 
($80,000 X 2.5). Assume that the Contract Owner wishes to take a partial 
surrender of $20,000. Because the Death Benefit is based on the applicable 
percentage of Accumulated Value, the partial surrender will reduce the 
Accumulated Value to $60,000 ($80,000 - $20,000) and the Death Benefit to 
the greater of (a) the Face Amount plus the Accumulated Value ($100,000 + 
$60,000 = $160,000), and (b) the Death Benefit based on the applicable 
percentage of Accumulated Value ($60,000 X 2.5 = $150,000). Therefore, the 
Death Benefit will be $160,000. The Face Amount is not changed.

Option B--Effect of Partial Surrenders.  The effect of a partial surrender 
on the Face Amount and Death Benefit under Option B can be described as 
follows:

(bullet)If the Death Benefit equals the Face Amount, a partial surrender 
will reduce the Face Amount and the Death Benefit by the amount of the 
partial surrender.

Illustration. Under Option B, a Contract with a Face Amount of $100,000 and 
an Accumulated Value of $30,000 will have a Death Benefit of $100,000 (that 
is, the Face Amount). Assume that the Contract Owner wishes to take a 
partial surrender of $10,000. The partial surrender will reduce the 
Accumulated Value to $20,000 ($30,000 - $10,000) and the Death Benefit and 
Face Amount to $90,000 ($100,000 - $10,000).

(bullet)If the Death Benefit is based on the applicable percentage of 
Accumulated Value and the amount of the partial surrender multiplied by the 
applicable percentage is less than the Death Benefit immediately prior to 
the partial surrender minus the Face Amount at that time, the Face Amount 
will not be reduced and the Death Benefit will be reduced by the amount of 
the partial surrender multiplied by the applicable percentage.

Illustration. Under Option B, a Contract with a Face Amount of $100,000 and 
an Accumulated Value of $60,000 will have a Death Benefit of $150,000 
($60,000 X 2.5). Assume that the Contract Owner wishes to take a partial 
surrender of $10,000. The amount of the partial surrender multiplied by the 
applicable percentage ($10,000 X 2.5 = $25,000) is less than the Death 
Benefit minus the Face Amount prior to the partial surrender ($150,000 - 
$100,000 = $50,000). Because the Death Benefit is based on the applicable 
percentage of Accumulated Value and the amount of the partial surrender 
multiplied by the applicable percentage is less than the Death Benefit minus 
the Face Amount, the Face Amount will not be reduced and the Death Benefit 
will be reduced by the amount of the partial surrender multiplied by the 
applicable percentage ($150,000 - ($10,000 X 2.5) = $125,000). This is also 
the Death Benefit based on the applicable percentage of Accumulated Value 
after the partial surrender (($60,000 - $10,000) X 2.5 = $125,000).

(bullet)If the Death Benefit immediately prior to the partial surrender is 
based on the applicable percentage of Accumulated Value and the amount of 
the partial surrender multiplied by the applicable percentage exceeds the 
Death Benefit immediately prior to the partial surrender minus the Face 
Amount at that time, the Face Amount will be reduced by an amount equal to 
(a) the amount of the partial surrender, less (b) the result obtained by 
dividing (i) the difference between the Death Benefit and the Face Amount 
immediately prior to the partial surrender by (ii) the applicable 
percentage. The Death Benefit will be reduced to equal the Face Amount after 
the partial surrender.

Illustration. Under Option B, a Contract with a Face Amount of $100,000 and 
an Accumulated Value of $60,000 will have a Death Benefit of $150,000 
($60,000 X 2.5). Assume that the Contract Owner wishes to take a partial 
surrender of $30,000. The amount of the partial surrender multiplied by the 
applicable percentage ($30,000 X 2.5 = $75,000) exceeds the Death Benefit 
minus the Face Amount prior to the partial surrender ($150,000 - $100,000 = 
$50,000). Because the Death Benefit is based on the applicable percentage of 
Accumulated Value and the amount of the partial surrender multiplied by the 
applicable percentage exceeds the Death Benefit minus the Face Amount, the 
Face Amount will be reduced by an amount equal to (1) the amount of the 
partial surrender, less (2) the result obtained by dividing (A) the 
difference between the Death Benefit and the Face Amount prior to the 
partial surrender by (B) the specified percentage ($30,000 - (($150,000 - 
$100,000) (divided by) 2.5)) = $10,000). The Face Amount after the partial 
surrender will be $90,000 ($100,000 - $10,000) and the Death Benefit will be 
$90,000.

Partial Surrenders--Certain Other Considerations. THE AMOUNT OF ANY PARTIAL 
SURRENDER WILL, SUBJECT TO CERTAIN EXCEPTIONS, BE DEDUCTED FROM CUMULATIVE 
PREMIUM PAYMENTS IN DETERMINING WHETHER THE REQUIREMENTS FOR THE DEATH 
BENEFIT GUARANTEE HAVE BEEN SATISFIED. AS A RESULT, A PARTIAL SURRENDER 
COULD RESULT IN TERMINATION OF THE DEATH BENEFIT GUARANTEE. See "DEATH 
BENEFIT GUARANTEE".

Because a partial surrender can affect the Face Amount and the Death Benefit 
(as described above), a partial surrender may also affect the net amount at 
risk under a Contract. The net amount at risk is, in general, the difference 
between the Death Benefit and the Accumulated Value and will be used in 
calculating the cost of insurance protection provided under the Contract. 
See "CHARGES AND DEDUCTIONS--Accumulated Value Charges--Monthly Deduction--
Cost of Insurance".

A request for partial surrender will not be implemented if or to the extent 
the requested partial surrender would reduce the Face Amount below $5,000. 
Also, if a partial surrender would decrease the Face Amount, to the extent 
that the partial surrender would result in cumulative premiums exceeding the 
maximum premium limitations applicable under the Internal Revenue Code for 
life insurance, LB will not effect such partial withdrawal. See "PAYMENT AND 
ALLOCATION OF PREMIUMS--Amount and Timing of Premiums--Premium Limitations".

Tax Considerations. Under the Technical and Miscellaneous Revenue Act of 
1988, any surrender of a "modified endowment contract" will be treated as a 
taxable distribution. In addition, with certain exceptions, a ten percent 
(10%) additional income tax penalty would be imposed on the portion of any 
loan that is included in income. See "FEDERAL TAX MATTERS--Contract 
Proceeds".

Free Look Privileges

The Contract provides for two types of "free look" privileges, one after the 
application and issuance of the Contract and the other after any increase in 
Face Amount.

Free Look for Contract. The Contract provides for an initial Free Look 
Period. The Contract Owner may cancel the Contract until the latest of (a) 
45 days after Part I of the application for the Contract is signed, (b) 10 
days after the Contract Owner receives the Contract, and (c) 10 days after 
LB mails or personally delivers a notice of withdrawal right to the Contract 
Owner. Upon giving notice of cancellation and returning the Contract (if it 
has been delivered), the Contract Owner will receive a refund 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), without any deduction of the Decrease Charge, plus 
(ii) the amount of any Premium Expense Charges, plus (iii) any Monthly 
Deductions charged against the Contract's Accumulated Value, plus (iv) any 
Mortality and Expense Risk Charges deducted from the value of the net assets 
of the Variable Account attributable to the Contract, plus (v) the advisory 
fees charged by the Fund against net asset value in the Fund Portfolios 
attributable to the Contract's value in the corresponding Subaccount(s) of 
the Variable Account. When state law requires a minimum refund equal to 
gross premiums paid, the refund will instead equal the gross premiums paid 
on the Contract and will not reflect the investment experience of the 
Variable Account. The notice of withdrawal right for the Contract will 
include a statement of the Decrease Charge and of the Initial Monthly Charge 
(included in the Monthly Deduction--see "CHARGES AND DEDUCTIONS--Accumulated 
Value Charges--Monthly Deduction") attributable to the Contract, as well as 
a form for requesting cancellation of the Contract during the Free Look 
Period.

Free Look for Increase in Face Amount. Any requested increase in Face Amount 
is also subject to a "free look" privilege. The Contract Owner may cancel a 
requested increase in Face Amount until the latest of (a) 45 days after Part 
I of the application for increase is signed, (b) 10 days after the Contract 
Owner receives a Contract supplement for the increase in Face Amount, and 
(c) 10 days after LB mails or personally delivers a notice of withdrawal 
right to the Contract Owner. Upon requesting cancellation of the increase, 
the Contract Owner will receive a refund, if he or she so requests, or 
otherwise a restoration of the Contract's Accumulated Value allocated among 
the Subaccount(s) of the Variable Account as if it were a Net Premium, equal 
to all Monthly Deductions attributable to the increase in Face Amount 
(including rider costs arising from the increase). This refund or credit 
will be made within seven days after LB receives the request for 
cancellation on the appropriate form. In addition, the Decrease Charge will 
be adjusted, if necessary, so that it will be as though no increase in Face 
Amount had occurred. The notice of withdrawal right upon an increase in Face 
Amount will include a statement of the increase in the Decrease Charge and 
of the Initial Monthly Charge for Increases (included in the Monthly 
Deduction--see "CHARGES AND DEDUCTIONS--Accumulated Value Charges--Monthly 
Deduction") attributable to the increase in Face Amount, as well as a form 
for requesting cancellation of the increase during the Free Look Period.

Net Premiums paid after an increase in Face Amount will be allocated to the 
Subaccount(s) of the Variable Account and will not be refunded following 
cancellation of the increase. Contract Owners who request an increase in 
Face Amount should consider this in deciding whether to make any premium 
payments during the Free Look Period for the increase.

Exchange Privileges

Exchange of the Contract. During the first 24 months following the Date of 
Issue, the Contract Owner may on one occasion, without evidence of 
insurability, exchange any Contract still in force for a fixed benefit 
permanent life insurance contract issued by LB. This new contract will not 
be dependent upon future investment results of the Variable Account or any 
other separate account of LB. In order to make this exchange for such a 
contract, the Contract Owner must surrender the Contract to LB at its Home 
Office, the Insured must be living on the exchange date, and any assignee 
must agree in writing to the exchange. In addition, any Debt under the 
Contract must be repaid and any amount required to pay the first premium on 
the new contract must be paid.

The new contract will have the same issue age, and premium class as the 
Contract. The exchange will become effective on the date (the "exchange 
date") that LB receives the exchange request and the Contract at its Home 
Office. The Contract will end at the end of the day before the exchange 
date, and the new contract will become effective on the exchange date. On 
the exchange date, the new contract will have, at the option of the Contract 
Owner, either a death benefit equaling the Death Benefit under the Contract 
on the effective date of the exchange or a net amount at risk equaling the 
net amount at risk under the Contract on the effective date of the exchange. 
(An additional premium payment may be required.) The Accumulated Value of 
the new contract on the exchange date will vary depending upon the type of 
contract for which the Contract is being exchanged. The conversion will be 
subject to an equitable adjustment in payments and Contract values to 
reflect variances, if any, in the payments and Contract values under the 
existing Contract and the new contract. The new contract's provisions and 
charges will be those that would have been applicable under LB's standard 
practices if the fixed benefit permanent life insurance contract had been 
issued on the Date of Issue. See "FEDERAL TAX MATTERS" for a discussion of 
the Federal income tax consequences of an exchange.

Exchange of Increase in Face Amount. During the first 24 months following an 
increase in Face Amount, the Contract Owner may on one occasion, without 
evidence of insurability, exchange the amount of the increase in Face Amount 
for a fixed benefit permanent life insurance contract. Premiums under this 
new contract will be based on the same issue age and premium class of the 
Insured as were applied on the effective date of the increase in the Face 
Amount of the Contract. The conditions and principles applicable to an 
exchange of the entire Contract for such a contract which are described 
immediately above will be equally applicable to this exchange of an increase 
in Face Amount for such a new contract. See "FEDERAL TAX MATTERS" for a 
discussion of the Federal income tax consequences of an exchange.


                              GENERAL PROVISIONS

Postponement of Payments

General. LB may defer payment of maturity proceeds, any loan or surrender 
and any portion of the death proceeds in excess of the Face Amount if (a) 
the New York Stock Exchange is closed other than customary week-end and 
holiday closings, or trading on the New York Stock Exchange is restricted as 
determined by the 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, telephonic instructions 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.

The Contract

The entire Contract consists of the Contract including any attached riders 
or amendments, an attached copy of the Application and any supplemental 
Applications, and the Articles of Incorporation and Bylaws of LB which are 
in force on the Date of Issue. Only statements in the Application and any 
supplemental Applications can be used to void the Contract or defend a 
claim. The statements are considered representations and not warranties. Any 
change to the Contract must be in writing and signed by the President and 
the Secretary of LB. Pursuant to various applicable state laws, certain of 
the provisions of the Contract may vary from state to state.

The benefits provided pursuant to the Contract through LB's General Account 
will not change. If the solvency of LB becomes impaired, a Contract Owner 
may be required to make an extra payment. LB's Board of Directors will 
determine the amount of any extra payment. It will be based on each LB 
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.

Suicide

If the Insured dies by suicide within two years (or such shorter period 
provided by applicable state law) from the Date of Issue, LB will pay an 
amount equal to premiums paid, less any partial surrenders (and partial 
surrender charges) and Contract Debt. If the Insured commits suicide within 
two years after the effective date of any increase in Face Amount requiring 
evidence of insurability (or such shorter period required by applicable 
state law), the amount LB will pay with respect to the increase will be only 
an amount equal to the Monthly Deductions previously made for the increase.

Incontestability

LB cannot contest the validity of a Contract after it has been in force 
during the Insured's lifetime for two years from its Date of Issue, except 
for any provisions granting benefits in the event of total disability. 
Similar incontestability will apply to an increase in Face Amount or any 
reinstatement after it has been in force during the Insured's lifetime for 
two years from its effective date.

Change of Owner or Beneficiary

As long as the Contract is in force, the Contract Owner or Beneficiary may 
be changed by Written Notice to LB. The Contract need not be returned unless 
requested by LB. The change will take effect as of the date the request is 
signed, whether or not the Insured is living when the request is received by 
LB. LB will not, however, be liable for any payment made or action taken 
before receipt of the Written Notice.

Assignment as Collateral

The Contract may be assigned as collateral. LB will not be bound by the 
assignment until a copy has been received at its Home Office, and LB assumes 
no responsibility for determining whether an assignment is valid or the 
extent of the assignees interest. All assignments will be subject to any 
Contract Debt. The interest of any Beneficiary or other person will be 
subordinate to any assignment.

Misstatement of Age or Gender

If the age or gender of the Insured has been misstated, the Accumulated 
Value and/or Death Benefit will be adjusted, using the most recent cost of 
insurance rates, to the amounts that would have been provided based on the 
correct age and gender.

Due Proof of Death

LB will accept as due proof of death of the Insured a completed claimant's 
statement, which will be furnished by LB, together with either a certified 
death certificate or an attending physician's statement. In some 
circumstances, LB may require an attending physician's statement even though 
a death certificate is furnished.

Reports to Contract Owners

LB will mail to Contract Owners, at their last known address of record, 
within 30 days after each Contract Anniversary, annual reports confirming 
the status of each Contract's values and benefits. These reports will show 
the following as of the beginning and end of the Contract Year: the Face 
Amount; the Death Benefit; the Accumulated Value; any outstanding Decrease 
Charge; any Contract Debt; and Cash Surrender Value. The annual reports will 
show how future Net Premiums will be allocated among the Subaccount(s) 
pursuant to the Contract Owner's current allocation instructions. In 
addition, LB will mail to Contract Owners quarterly reports that will show 
all Contract transactions since the last Contract Anniversary, including, 
but not limited to, the amount and dates of premium payments (including 
those paid under an automatic payment plan offered by LB or those paid prior 
to the initial transfer to the Subaccount(s) on the Contract Date), monthly 
charges deducted, loans (as well as the loan interest that became due, 
interest credited from the General Account and loan repayments), partial 
surrenders, transfers, exchanges or an exercise of a free look privilege.

Within seven days of the following transactions, LB will mail a confirmation 
statement or letter to the Contract Owner confirming such transactions, in 
addition to showing them in the quarterly and annual reports: any premium 
payment (other than those paid under an automatic payment plan offered by LB 
or those paid prior to the initial transfer to the Subaccount(s) on the 
Contract Date, which will be confirmed by LB in the annual report), any 
Contract loan, interest payment or loan repayment, any change in 
instructions for allocation of Net Premiums or other Contract transactions, 
any transfer of amounts among Subaccount(s) (including the initial transfer 
on the Contract Date), any partial surrender, any decrease in Face Amount 
that results in a reduction of the Decrease Charge and thus the assets 
attributable to the Contract in the Subaccount(s), any restoration to 
Accumulated Value following an exercise of a free-look privilege for an 
increase in the Face Amount and the manner in which such amount is allocated 
among the Subaccount(s), any exercise of the free-look privilege for an 
increase in the Face Amount when a refund is made, any exercise of the free 
look privilege for the Contract, any exchange of the Contract, any full 
surrender of the Contract, payment of a Death Benefit and payment at 
Maturity Date. Upon request, any Contract Owner will be sent a receipt for 
any premium payment.

LB will maintain all records relating to the Variable Account. LB will mail 
to Contract Owners, at their last known address of record, any reports 
required by any applicable law or regulation. Each Contract Owner will also 
be sent an annual and a semi-annual report for the Fund as required by the 
Investment Company Act of 1940.

Additional Insurance Benefits

Subject to certain requirements, one or more of the following additional 
insurance benefits may be added to the Contract at the option of the 
Contract Owner by rider at the time the Contract is applied for or at a 
later date. At present, these options include: additional insurance coverage 
for accidental death, waiver of selected amount in the event of total 
disability, term insurance on the Insured's spouse, term insurance on the 
Insured's children, a right to increase the Face Amount of the Contract on 
certain specified dates or life events without proof of insurability, and a 
cost of living insurance adjustment without proof of insurability. LB may 
offer additional optional benefits in the future. The cost of any additional 
insurance benefits will be deducted as part of the Monthly Deduction. See 
"CHARGES AND DEDUCTIONS--Accumulated Value Charges--Monthly Deduction". The 
amounts of these benefits do not vary with the investment experience of the 
Variable Account. Certain restrictions apply and are clearly described in 
the applicable rider. Any LB Representative authorized to sell the Contract 
can explain these extra benefits further. Samples of the provisions are 
available from LB upon written request. Any additional insurance benefits 
purchased will be described in a rider attached to the Contract. The charge 
for additional insurance benefits added by rider will be specified in the 
Contract or in a supplement to the Contract. An additional charge will apply 
for any insurance benefits added by rider at any time after issuance of the 
Contract. Cost of insurance rates for additional term insurance benefits 
added by spouse rider for Contracts issued in the state of Montana will be 
based on unisex rates.

The issuance of a rider providing insurance coverage on the Insured's spouse 
will result in an additional Initial Monthly Charge. See "CHARGES AND 
DEDUCTIONS--Accumulated Value Charges--Monthly Deduction--Initial Monthly 
Charge".

Adding insurance benefits may have Federal income tax consequences. See 
"FEDERAL TAX MATTERS--Contract Proceeds."

Charitability for Life

Charitability for Life (SM) is a benefit that enables Contract Owners to 
increase their charitable gifts to Lutheran charitable organizations and 
congregations. Charitability for Life is available for no additional premium 
whenever a Contract Owner has designated a Lutheran charitable organization 
or congregation as a beneficiary for at least $1,000 of Death Benefit on his 
or her Contract.
Upon the death of the Insured, the Lutheran charitable organization or 
congregation will receive the Death Benefit proceeds as designated, and LB 
will contribute an additional 10% of that amount to the charitable 
organization or congregation, up to $25,000 per insured. Any legally 
incorporated nonprofit Lutheran organization that qualifies under Internal 
Revenue Code Section 170(c) is eligible to receive Charitability for Life 
benefits. The benefit may vary state-by-state and an LB representative 
should be consulted as to whether and to what extent the benefit is 
available in a particular state and on any particular Contract.

Accelerated Benefits Rider

Under certain circumstances, the Accelerated Benefits Rider allows a 
Contract Owner residing in a state that has approved such rider to receive 
benefits from the Contract that would be otherwise payable upon the death of 
the Insured. The benefit may vary state-by-state.

The Accelerated Benefits Rider allows the Contract Owner to elect an 
accelerated payment of all or part of the Contract's Death Benefit, adjusted 
to reflect current value, at a time when certain special needs exist. The 
benefits paid under the Accelerated Benefits Rider are available when LB has 
received Written Notice request and proof satisfactory (a certification by a 
doctor) that the Insured has a life expectancy of 12 months or less (or such 
shorter period provided by applicable state law), or has been confined in a 
nursing home due to a condition which usually requires continuous 
confinement, for at least 6 consecutive months and confinement is expected 
to continue for the lifetime of the Insured. The amount of the benefit will 
always be less than the Death Benefit, but will generally be greater than 
the Contracts' Accumulated Value.

LB will determine the amount available as an accelerated benefit. All or 
part of the eligible amount may be accelerated under the Accelerated 
Benefits Rider. The benefit payable for any person must be at least $10,000, 
or if smaller, that person's entire eligible amount. If the entire amount is 
paid, the Contract will terminate. If only a portion of the eligible amount 
is paid, the Contract will remain in force. The amount of insurance, the 
Loan Amount and Accumulated Value of the Contract will be reduced by the 
same percentage as the percentage of the eligible amount received under the 
Accelerated Benefits Rider. The benefit will be paid in a lump sum, unless 
otherwise agreed to by LB. With LB's approval, the Contract Owner may 
instead elect to have the benefit paid in equal periodic payments over a 
fixed period, and the minimum periodic payment must be at least $500. If the 
Insured dies before all periodic payments have been made, LB will pay the 
beneficiary the present value of the remaining payments, based on the same 
interest rate as that used to determine the periodic payments.

There is no charge for adding the benefit to the Contract. However, an 
administrative fee (not to exceed $150) will be charged at the time the 
benefit is paid. LB agrees that unless otherwise required by law, no benefit 
will be paid if the Contract Owner is required to elect it in order to meet 
the claims of creditors or to obtain a government benefit. In addition, 
receipt of payment of the Accelerated Benefits rider may affect eligibility 
for government sponsored benefits programs, including Medicaid. LB can 
furnish details about the amount of the Accelerated Benefits Rider available 
to an eligible Contract Owner under a particular Contract, and the adjusted 
premium payments that would be in effect if less than the entire amount 
eligible for payment is paid. See "GENERAL PROVISIONS--Accelerated Benefits 
Rider". The tax treatment of benefits paid under the Accelerated Benefits 
Rider is currently uncertain. See "FEDERAL TAX MATTERS--Contract Proceeds--
Benefits Paid under the Accelerated Benefits Rider".

Reservation of Certain Rights

LB reserves the right, to the extent permitted or required by law (including 
SEC rules under the 1940 Act), to eliminate or modify certain rights 
provided under the Contract:

(1) the withdrawal rights during the initial Free Look Period (see "CONTRACT 
RIGHTS--Free Look Privileges--Free Look for Contract");

(2) the withdrawal rights during any Free Look Period after an increase in 
Face Amount (see "CONTRACT RIGHTS--Free Look Privileges--Free Look for 
Increase in Face Amount");

(3) the exchange rights during the first 24 months following the Date of 
Issue (see "CONTRACT RIGHTS--Exchange Privileges--Exchange of the 
Contract"); and

(4) the exchange rights during the first 24 months following an increase in 
Face Amount (see "CONTRACT RIGHTS--Exchange Privileges--Exchange of Increase 
in Face Amount").

LB will provide Contract Owners with written notice if it exercises its 
right to eliminate or modify any of these rights.


                             FEDERAL TAX MATTERS

The following discussion is general and is not intended as tax advice. Any 
person concerned about these tax implications should consult a competent tax 
adviser. This discussion is based on LB's understanding of the present 
Federal income tax laws as they are currently interpreted by the Internal 
Revenue Service. No representation is made as to the likelihood of 
continuation of these current laws and interpretations. It should be further 
understood that the following discussion is not exhaustive and that special 
rules not described in this Prospectus may be applicable in certain 
situations. Moreover, no attempt has been made to consider any applicable 
state or other tax laws. LB does not make any guarantee regarding the tax 
status of any Contract.

Contract Proceeds

General. The Contract will qualify as a life insurance contract under 
Section 7702 of the Internal Revenue Code of 1986, as amended (the "Code"). 
Section 7702 of the Code provides that the Contract will so qualify if it 
satisfies a cash value accumulation test or a guideline premium requirement 
and falls within a cash value corridor. The qualification of the Contract 
under Section 7702 depends in part upon the Death Benefit payable under the 
Contract at any time. To the extent a change in the Contract, such as a 
decrease in Face Amount or a change in Death Benefit Option, would cause the 
Contract not to qualify, LB will not make the change. See "PAYMENT AND 
ALLOCATION OF PREMIUMS--Amount and Timing of Premiums--Premium Limitations". 
Although the Secretary of the Treasury is authorized to prescribe 
regulations interpreting the manner in which these tests are to be applied, 
such regulations have not been issued. In addition, the Technical and 
Miscellaneous Revenue Act of 1988 (the "Act") provides additional 
requirements under Section 7702 for mortality and other expense charges of 
life insurance contracts. Nonetheless, LB believes that the Contract should 
meet the statutory definition in Section 7702 of a life insurance contract.

Death Benefits. The Death Benefit proceeds payable under either Option A or 
Option B will be excludable from the gross income of the Beneficiary under 
Section 101(a) of the Code.

Distributions. The Contract Owner will not be taxed upon the increase in 
Accumulated Value of the Contract unless and until there is a taxable 
distribution from the Contract. The Act was enacted on November 10, 1988 and 
makes certain changes to the income tax treatment of distributions from 
Contracts classified as "modified endowment contracts" under the Code. A 
modified endowment contract is any Contract that fails a special premium 
limitation test set forth in the Code. This test requires that the 
cumulative amount paid during the first seven years since the Date of Issue 
(or date of certain increases in coverage) not exceed the cumulative amount 
of the level annual premium which, in theory, would provide a paid-up 
Contract after seven years. If this test is ever violated, LB will notify 
the Contract Owner, who may then take certain timely steps to return the 
Contract to non-modified endowment contract status. This premium limitation 
test does not supercede the premium limitations previously established by 
the Code as discussed under "Premium Limitations" at page 28 of the 
Prospectus.

The Act involves complex considerations and unresolved interpretive issues. 
It should be understood, however, that if there is material change in the 
Contract, the Contract is treated as a new Contract as of the date of the 
material change for purposes of determining whether it will be treated as a 
modified endowment contract. Such a change will create a modified endowment 
contract only if cumulative amounts paid in the seven years following the 
change violate the new cumulative premium limitation test. Certain increases 
in Contract benefits (including increases in Face Amount and in additional 
insured benefits) will trigger the start of a new seven year period from the 
date of this change, along with a new level annual premium to be used in the 
test. In addition, a reduction in Contract benefits at any time while the 
test is applicable could in itself create a modified endowment contract, 
depending on certain factors. In this case, the premium limitation test will 
be applied as though the Contract were originally issued at the lower 
benefit unless the benefits are reinstated in a timely manner.

Tax Treatment of Modified Endowment Contracts. Under the Act, distributions 
from a Contract treated as a modified endowment contract are taxable up to 
the amount equal to the excess (if any) of the Accumulated Value immediately 
before the distribution over the investment in the Contract at such time. 
Investment in the Contract is generally defined as the premiums paid for the 
Contract (plus or minus any loss or gain, respectively, transferred into the 
Contract as a result of a tax-free exchange), minus any non-taxable 
distributions (where taxable gain calculations are based on surrender values 
net of loans). Loans taken from such a Contract, as well as surrenders and 
benefits paid at maturity (other than the Death Benefit), will be treated as 
taxable distributions. (The assignment or pledge of a Contract with a 
maximum death benefit of $25,000 or less made to secure only burial or 
prearranged funeral expenses is not treated as a distribution). A ten 
percent (10%) additional income tax will be imposed on the portion of any 
distribution from such a Contract that is included in income except where 
the distribution is made on or after the date on which the Contract Owner 
attains age 59 1/2, or is attributable to the Contract Owner becoming 
disabled, or is a part of a series of substantially equal periodic payments 
for the life or life expectancy of the Contract Owner or the joint lives or 
joint life expectancies of the Contract Owner and Beneficiary.

Any withdrawal or loan proceeds that were paid 24 months prior to such a 
Contract becoming a modified endowment contract will also potentially be a 
taxable distribution.

Generally, interest on such Contract loans, even if paid, will not be tax 
deductible.

Under the Act, all modified endowment contracts, issued by LB (or its 
affiliates) to the same Contract Owner during any calendar year are treated 
as one modified endowment contract for purposes of determining the amount 
includible in the gross income under Section 72(e) of the Code.

Tax Treatment of Contracts that are NOT Modified Endowment Contracts. The 
Act does not apply to life insurance contracts entered into prior to June 
21, 1988, provided that the contract owner does not request an increase in 
contract benefits (although certain increases in Face Amount are exempted) 
on or after that date. These pre-June 21, 1988, contracts (as well as 
Contracts entered into after June 20, 1988, that are not modified endowment 
contracts) remain subject to the taxation provisions described below.

A full surrender distribution of the Contract will, under Section 72(e)(5) 
of the Code, be included in the Contract Owner's gross income to the extent 
it exceeds the Contract Owner's investment in the Contract.

A partial surrender distribution from the Contract will be taxed under the 
"cost recovery" rule in that, the distribution will be included in the 
Contract Owner's gross income to the extent it exceeds the investment in the 
Contract. However, certain cash distributions received as a result of 
certain Contract benefit changes will be taxed under the "interest-first" 
rule if the distribution occurs during the first fifteen years after issue. 
The amount of the cash distribution to be included in gross income will be 
limited to the minimum of the taxable gain and the applicable recapture 
ceiling as defined in Section 7702. No ten percent (10%) additional penalty 
will apply.

In addition, under Section 72(e)(5) of the Code, loans received under the 
Contract will not be included in gross income. (However, loans may or may 
not be taxable at the time of a full or partial surrender.) Interest paid to 
LB with respect to the loan may or may not be deductible. Due to the 
complexity of these factors, a Contract Owner should consult a competent tax 
adviser as to the deductibility of interest paid on any Contract loans.

Benefits Paid under the Accelerated Benefits Rider. Adding the Accelerated 
Benefits Rider to a newly issued Contract has no adverse consequences; 
however, electing to use it could. If certain requirements are satisfied, 
however, accelerated death benefits paid under the Accelerated Benefits 
Rider to a terminally or chronically ill insured individual, as defined in 
the Code, may not be subject to tax. A competent tax adviser should be 
consulted for further information.

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.

Changes in Contract Owners. The right to change Contract Owners may have tax 
consequences, depending on a number of factors. Due to the complexity of 
these factors, a Contract Owner should consult a competent tax adviser as to 
the tax consequences of such a change.

Exchanges. The right to exchange the Contract for a fixed benefit permanent 
life insurance contract (see "CONTRACT RIGHTS--Exchange Privileges") will be 
treated as a tax-free exchange under Section 1035. A life insurance contract 
received in exchange for a modified endowment contract will also be treated 
as a modified endowment contract. Also, if a Contract Owner exchanges any 
life insurance contract entered into before June 21, 1988, for a Contract 
described in this prospectus, then the new provisions regarding modified 
endowment contracts described above may apply. Accordingly, a Contract Owner 
should consult a tax adviser before effecting an exchange of any life 
insurance contract, including the Contract.

Other Taxes. Federal estate taxes and the state and local estate, 
inheritance and other taxes may become due depending on applicable law and 
the circumstances of each Contract Owner or Beneficiary, if the Contract 
Owner or Insured dies. Any person concerned about the estate implications of 
the Contract should consult a competent tax adviser.

   
Diversification Requirements. Flexible premium variable life insurance 
policies such as the Contracts will be treated as life insurance contracts 
under the Code, among other things, so long as the separate accounts funding 
them are "adequately diversified". The Code contains a safe harbor provision 
which provides that insurance 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. LB will monitor the Contracts and the regulations of the 
Treasury Department to insure that the Contract will continue to qualify as 
a life insurance contract under Sections 7702 and 817.
    

Pension and Profit-Sharing Plans. If a Contract is purchased by a trust 
which forms part of a pension or profit-sharing plan qualified under Section 
401(a) of the Code for the benefit of participants covered under the plan, 
the Federal income tax treatment of such Contracts will be somewhat 
different from that described above. A competent tax adviser should be 
consulted on these matters.

LB's Tax Status

LB does not initially expect to incur any income tax burden upon the 
earnings or the realized capital gains attributable to the Variable Account. 
Based on this expectation, no charge is being made currently to the Variable 
Account for Federal income taxes which may be attributable to the Account. 
If, however, LB determines that it may incur such tax burden, it may assess 
a charge for such burden from the Variable Account. In addition, 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.


                       EMPLOYMENT-RELATED BENEFIT PLANS

The Contracts described in this Prospectus (except for Contracts issued in 
the state of Montana) contain guaranteed and current cost of insurance rates 
that distinguish between men and women. 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 gender. Because of this decision, the cost of insurance rates 
applicable to Contracts purchased under an employment-related insurance or 
benefit program may in some cases not vary on the basis of the Insured's 
gender. 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. Contracts issued in connection with employment-related insurance 
benefit plans may also be subject to different limitations with respect to 
the Minimum Face Amount, increases in Face Amount, additional insurance 
benefits, and issues ages.

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

General. As stated above, all of the assets held in the Subaccounts of the 
Variable Account will be invested in shares of the corresponding Portfolios 
of the Fund. LB is the legal owner of those shares and as such has the right 
to vote to elect the Board of Directors of the Fund, to vote upon certain 
matters that are required by the 1940 Act to be approved or ratified by the 
shareholders of a mutual fund and to vote upon at a shareholders' meeting. 
However, LB will, as required by law, vote the shares of the Fund at regular 
and special meetings of the shareholders of the Fund in accordance with 
instructions received from Contract Owners. 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. The Fund's 
Bylaws provided that regular meetings of the shareholders of the Fund may be 
held on an annual or less frequent basis as determined by the Board of 
Directors of the Fund. For a more complete discussion, see the accompanying 
prospectus for the Fund.

The number of votes which a Contract Owner has the right to instruct will be 
calculated separately for each Subaccount. The number of votes which each 
Contract Owner has 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. 
Fractional shares will be counted. The number of votes of the Portfolio 
which the Contract Owner has right to instruct will be determined as of the 
date coincident with the date established by that 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 voting interest 
in that Portfolio, and will be voted in the same manner as are 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.

Disregard of Voting Instructions. LB may, when required by state insurance 
regulatory authorities, disregard voting instructions if the instructions 
require that the shares be voted so as to cause a change in the 
subclassification or investment objective of the Fund or one or more of its 
Portfolios or to approve or disapprove an investment advisory contract for a 
Portfolio of the Fund. In addition, LB itself may disregard voting 
instructions in favor of changes initiated by a Contract Owner in the 
investment policy or the investment adviser of a Portfolio of the Fund if LB 
reasonably disapproves of such changes. A change would be disapproved only 
if the proposed change is contrary to state law or prohibited by state 
regulatory authorities or LB determined that the change would have an 
adverse effect on its General Account in that the proposed investment policy 
for a Portfolio may result in overly speculative or unsound investments. In 
the event LB does disregard voting instructions, a summary of that action 
and the reasons for such action will be included in the next annual report 
of the Fund to Contract Owners.


                       DIRECTORS AND OFFICERS OF LB

Directors

   
The Directors of Lutheran Brotherhood, their principal occupations and their 
addresses are:  Robert O. Blomquist, Chairman of the Board of Directors, 
Lutheran Brotherhood, 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; Robert P. Gandrud, President, Chief Executive Officer and 
Director, Lutheran Brotherhood, 625 Fourth Avenue South, Minneapolis, 
Minnesota; Bobby I Griffin, Director, Executive Vice President, Medtronic, 
Inc., 7000 Central Avenue NE, Minneapolis, Minnesota; William R. Halling, 
Director, President, 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, 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 
LaSelva, Palo Alto, California; Luther S. Luedtke, Director, Professor, 
California Lutheran University, 60 West Olsen Road, Thousand Oaks, 
California, John P. McDaniel, Director, President, Medlantic Health Group, 
Inc., 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 Island Lane, 180th Street, Chippewa 
Falls, Wisconsin.


<TABLE>
<CAPTION>
Executive Officers

<S>                           <C>

   Name                       Principal Occupation
   Robert P. Gandrud          President and Chief Executive Officer
   Rolf F. Bjelland           Executive Vice President - Investments
   David W. Angstadt          Executive Vice President and Chief Marketing Officer
   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 - Steward Project
   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 - Management Information Services
   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         Regional Vice President
   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             Senior Vice President - Member Services
   Kay J. Owen                Vice President - Corporate Administration
   Dennis K. Peterson         Vice President - Corporate Scorecard
   Bruce M. Piltingsrud       Vice President - Member 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. Thoreson         Vice President - Fraternal
   James M. Walline           Vice President - Equities/Mutual Funds Investment
   Daniel G. Walseth          Vice President - Law
   Anita J.T. Young           Vice President - Systems Support
</TABLE>
    


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


                     SALES AND OTHER AGREEMENTS

Lutheran Brotherhood Securities Corp., 625 Fourth Avenue South, Minneapolis, 
Minnesota 55415, an indirect subsidiary of LB, acts as the principal 
underwriter of the Contracts pursuant to a Distribution Agreement to which 
LB and the Variable Account are also parties.

   
Lutheran Brotherhood Securities Corp. is registered with the SEC as a 
broker-dealer under the Securities Exchange Act of 1934 and is a member of 
the National Association of Securities Dealers, Inc. Lutheran Brotherhood 
Securities Corp. is also named as distributor of the stock of Lutheran 
Brotherhood Money Market Fund, Lutheran Brotherhood Opportunity Growth Fund, 
Lutheran Brotherhood Mid Cap Growth Fund, Lutheran Brotherhood World Growth 
Fund, Lutheran Brotherhood Fund, Lutheran Brotherhood Income Fund, Lutheran 
Brotherhood High Yield Fund, and Lutheran Brotherhood Municipal Bond Fund. 
Each fund is a diversified series of The Lutheran Brotherhood Family of 
Funds, an open-end investment company.
    

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 Lutheran Brotherhood Securities Corp. The 
Contracts are offered in all states where LB is authorized to sell variable 
life insurance. Under the Distribution Agreement, Lutheran Brotherhood 
Securities Corp. will perform suitability review.

Under the Distribution Agreement, LB Representatives receive commissions and 
service fees from Lutheran Brotherhood Securities Corp. for selling and 
servicing the Contracts. LB reimburses Lutheran Brotherhood Securities Corp. 
for such compensation. LB also reimburses Lutheran Brotherhood Securities 
Corp. for other expenses incurred in marketing and selling the Contracts. 
These include general agent compensation, LB Representatives' training 
allowances and agency expense allowances.

Compensation of LB Representatives. LB Representatives selling the Contracts 
will receive a 3% service fee of all premiums paid on the Contract. In 
addition to the service fee, commissions will be paid to the LB 
Representatives based on a commission schedule summarized below. Further, LB 
Representatives may be eligible to receive certain benefits based on the 
account of earned commissions.

During the first Contract Year, commissions will be not more than 52% of the 
Death Benefit Guarantee Premium for the Contract. In the second and third 
Contract Years, commissions will equal, in general, 7% of the Death Benefit 
Guarantee Premium for the Contract. The Death Benefit Guarantee Premium at 
issue will include premiums attributable to riders and supplemental benefits 
included in the Contract.

For the first year following an increase in Face Amount, commissions will be 
not more than 52% of the Death Benefit Guarantee Premium for the increase. 
In the second and third year following an increase, commissions will equal, 
in general, 7% of the Death Benefit Guarantee Premium for the increase.

For Contracts with an initial Face Amount greater than or equal to $500,000 
but less than $1,000,000, during the first Contract Year after issue or 
following an increase in Face Amount, the commissions will be not more than 
42% of the applicable Death Benefit Guarantee Premium. For Contracts with an 
initial Face Amount greater than or equal to $1,000,000, during the first 
Contract Year after issue or following an increase in Face Amount, the 
commissions will be not more than 32% of the applicable Death Benefit 
Guarantee Premium. In the second and third year after issue or following an 
increase, the commissions will equal, in general, 6% of the applicable Death 
Benefit Guarantee Premium.

For the first year following the addition of a spouse rider or an increase 
in the Face Amount of a spouse rider, the commission will be not more than 
52% of the Death Benefit Guarantee Premium for the rider or the increase.  
In the second and third year following the addition of a spouse rider or an 
increase, commissions will equal, in general, 7% of the Death Benefit 
Guarantee Premium for the rider or the increase.

For a spouse rider with an initial Face Amount greater than or equal to 
$500,000 but less than $1,000,000, during the first Contract Year after 
issue or following an increase in Face Amount, the commissions will be not 
more than 42% of the applicable Death Benefit Guarantee Premium. For spouse 
rider with an initial Face Amount greater than or equal to $1,000,000, 
during the first Contract Year after issue or following an increase in Face 
Amount, the commissions will be not more than 32% of the applicable Death 
Benefit Guarantee Premium. In the second and third year after issue or 
following an increase, the commissions will equal, in general, 6% of the 
applicable Death Benefit Guarantee Premium.

For the first year following the addition of a child rider, the commission 
will be not more than 52% of the Death Benefit Guarantee Premium for the 
increase in Face Amount of the rider. In the second and third year following 
the increase, commissions will equal, in general, 7% of the Death Benefit 
Guarantee Premium for the rider.


   
                              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 to LB.


                                 EXPERTS

The financial statements of LB and the Variable Account included in this 
Prospectus 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.

Actuarial matters included in this Prospectus have been examined by Kenneth 
A. Dahlberg, FSA, MAAA, Actuary of LB, whose opinion is filed as an exhibit 
to the Registration Statement.


                            FURTHER INFORMATION

   
A Registration Statement under the Securities Act of 1933 has been filed 
with the SEC, with respect to the Contracts described herein. This 
Prospectus does not contain all of the information set forth in the 
Registration Statement and exhibits thereto, to which reference is hereby 
made for further information concerning the Account, LB and the Contracts. 
The information so omitted may be obtained from the SEC's principal office 
in Washington, D.C., upon payment of the fee prescribed by the SEC, or 
examined there without charge. The SEC also maintains a web site 
(http://www.sec.gov) that contains all of the material incorporated by 
reference herein, and other information regarding the Contract. 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.
    


                             FINANCIAL STATEMENTS

The financial statements of LB which are included in this Prospectus should 
be distinguished from the financial statements of the Variable Account and 
should be considered only as bearing upon the ability of LB to meet its 
obligations under the Contracts. They should not be considered as bearing on 
the investment performance of the assets held in the Variable Account.

3100 Multifoods Tower
                                          33 South Sixth Street
                                          Minneapolis, MN 55402-3795

Price Waterhouse
[GRAPHIC OMITTED: LOGO]


                   Report of Independent Accountants

To Lutheran Brotherhood and Contract 
    Owners of LB Variable Insurance 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 Insurance Account I at 
December 31, 1997, the results of each of their operations for the 
year then ended and the changes in each of their net assets for each 
of the two years in the period then ended, in conformity with 
generally accepted accounting principles. These financial statements 
are the responsibility of Lutheran Brotherhood'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



LB Variable Insurance Account I
Opportunity Growth Subaccount

Financial Statements

Statement of Assets and Liabilities
December 31, 1997

ASSETS:
Investment in LB Series Fund, Inc. 1,129,991 
shares at net asset value of $11.55 per share 
(cost $13,029,824)                                       $13,049,680
Receivable from LB for units issued                           14,234
                                                        ------------
Total assets                                              13,063,914
                                                        ------------
LIABILITIES:
Payable to LB for mortality and expense 
risk charge                                                    6,795
                                                        ------------
Total liabilities                                              6,795
                                                        ------------
NET ASSETS                                               $13,057,119
                                                        ============
Number of units outstanding                                1,098,368
                                                        ============
Unit Value (net assets divided by units outstanding)          $11.89
                                                              ======


Statement of Operations
Year Ended December 1997

INVESTMENT INCOME:
Dividend Income                                              $70,581
Mortality and expense risk charge                            (58,995)
                                                         -----------
Net investment income                                         11,586
                                                         -----------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on investments                               2,747
Net change in unrealized appreciation
of investments                                               231,093
                                                         -----------
Net gain on investments                                      233,840
                                                         -----------
Net increase in net assets resulting 
from operations                                             $245,426
                                                         ===========



<TABLE>
<CAPTION>

Statement of Changes in Net Assets

Years Ended December 31, 1997 and 1996
                                                                1997             1996
                                                            ------------    ------------
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:

<S>                                                         <C>            <C>
Net investment income (loss)                                     $11,586         $(9,229)
Net realized gain on investments                                   2,747         296,560
Net change in unrealized appreciation or depreciation
of investments                                                   231,093        (211,237)
                                                            ------------    ------------
Net increase in net assets resulting from operations             245,426          76,094
                                                            ------------    ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                     7,036,303       6,377,190
Net asset value of units redeemed                             (1,267,888)     (1,112,659)
Transfers from other subaccounts                               1,104,165       1,422,314
Transfers to other subaccounts                                  (546,909)       (276,917)
                                                            ------------    ------------
Net increase in net assets from unit transactions              6,325,671       6,409,928
                                                            ------------    ------------
Net increase in net assets                                     6,571,097       6,486,022
NET ASSETS:
Beginning of period                                            6,486,022              --
                                                            ------------    ------------
End of period                                                $13,057,119      $6,486,022
                                                            ============    ============

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

</TABLE>




LB VARIABLE INSURANCE ACCOUNT I
WORLD GROWTH SUBACCOUNT

Financial Statements

Statement of Assets and Liabilities
December 31, 1997

ASSETS:
Investment in LB Series Fund, Inc. 704,564 
shares at net asset value of $11.12 per share 
(cost $7,659,439)                                         $7,835,159
                                                        ------------
Total assets                                               7,835,159
                                                        ------------

LIABILITIES:
Payable to LB for units redeemed                             137,253
Payable to LB for mortality and expense 
risk charge                                                    4,106
                                                        ------------
Total liabilities                                            141,359
                                                        ------------
NET ASSETS                                                $7,693,800
                                                        ============
Number of units outstanding                                  685,805
                                                        ============
Unit Value (net assets divided by units outstanding)          $11.22
                                                              ======


Statement of Operations
Year Ended December 1997

INVESTMENT INCOME:
Dividend Income                                             $88,709
Mortality and expense risk charge                           (36,016)
                                                        -----------
Net investment income                                        52,693
                                                        -----------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on investments                             12,125
Net change in unrealized depreciation
of investments                                              (38,743)
                                                        -----------
Net loss on investments                                     (26,618)
                                                        -----------
Net increase in net assets resulting 
from operations                                             $26,075
                                                        ===========



<TABLE>
<CAPTION>

Statement of Changes in Net Assets
Years Ended December 31, 1997 and 1996
                                                                   1997            1996
                                                              ------------    ------------

<S>                                                           <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income                                              $52,693         $20,479
Net realized gain on investments                                    12,125          10,331
Net change in unrealized appreciation or depreciation
of investments                                                     (38,743)        214,463
                                                              ------------    ------------
Net increase in net assets resulting from operations                26,075         245,273
                                                              ------------    ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                       4,438,408       3,779,351
Net asset value of units redeemed                                 (737,765)       (771,933)
Transfers from other subaccounts                                   530,199         862,964
Transfers to other subaccounts                                    (525,824)       (152,948)
                                                              ------------    ------------
Net increase in net assets from unit transactions                3,705,018       3,717,434
                                                              ------------    ------------
Net increase in net assets                                       3,731,093       3,962,707
NET ASSETS:
Beginning of period                                              3,962,707              --
                                                              ------------    ------------
End of period                                                   $7,693,800      $3,962,707
                                                              ============    ============

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

</TABLE>




LB Variable Insurance Account I
Growth Subaccount

Financial Statements

Statement of Assets and Liabilities
December 31, 1997

ASSETS:
Investment in LB Series Fund, Inc. 1,685,982 
shares at net asset value of $21.58 per share 
(cost $30,200,228)                                        $36,389,676
Receivable from LB for units issued                           205,687
                                                         ------------
Total assets                                               36,595,363
                                                         ------------
LIABILITIES:
Payable to LB for mortality and expense 
risk charge                                                    19,069
                                                         ------------
Total liabilities                                              19,069
                                                         ------------
NET ASSETS                                                $36,576,294
                                                         ============
Number of units outstanding                                   898,762
                                                         ============
Unit Value (net assets divided by units outstanding)           $40.70
                                                               ======



Statement of Operations
Year Ended December 1997

INVESTMENT INCOME:
Dividend Income                                              $317,263
Mortality and expense risk charge                            (167,145)
                                                         ------------
Net investment income                                         150,118
                                                         ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on investments                            2,962,492
Net change in unrealized appreciation
of investments                                              3,695,763
                                                         ------------
Net gain on investments                                     6,658,255
                                                         ------------
Net increase in net assets resulting 
from operations                                            $6,808,373
                                                         ============




<TABLE>
<CAPTION>

Statement of Changes in Net Assets
Years Ended December 31, 1997 and 1996

                                                                   1997            1996
                                                              ------------    ------------

<S>                                                           <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income                                             $150,118        $117,288
Net realized gain on investments                                 2,962,492       1,244,003
Net change in unrealized appreciation or depreciation
of investments                                                   3,695,763       1,287,772
                                                              ------------    ------------
Net increase in net assets resulting from operations             6,808,373       2,649,063
                                                              ------------    ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                      13,763,423      11,029,372
Net asset value of units redeemed                               (3,469,292)     (1,911,531)
Transfers from other subaccounts                                 1,480,476       1,161,920
Transfers to other subaccounts                                  (1,023,510)     (1,987,506)
                                                              ------------    ------------
Net increase in net assets from unit transactions               10,751,097       8,292,255
                                                              ------------    ------------
Net increase in net assets                                      17,559,470      10,941,318
NET ASSETS:
Beginning of period                                             19,016,824       8,075,506
                                                              ------------    ------------
End of period                                                  $36,576,294     $19,016,824
                                                              ============    ============

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

</TABLE>




LB Variable Insurance Account I
High Yield Subaccount

Financial Statements

Statement of Assets and Liabilities
December 31, 1997

ASSETS:
Investment in LB Series Fund, Inc. 1,634,819 
shares at net asset value of $10.44 per share 
(cost $16,381,948)                                       $17,061,975
Receivable from LB for units issued                           23,341
                                                        ------------
Total assets                                              17,085,316
                                                        ------------
LIABILITIES:
Payable to LB for mortality and expense
risk charge                                                    8,978
                                                        ------------
Total liabilities                                              8,978
                                                        ------------
NET ASSETS                                               $17,076,338
                                                        ============
Number of units outstanding                                  541,770
                                                        ============
Unit Value (net assets divided by units outstanding)          $31.52
                                                              ======

Statement of Operations
Year Ended December 1997

INVESTMENT INCOME:
Dividend Income                                           $1,258,212
Mortality and expense risk charge                            (79,770)
                                                        ------------
Net investment income                                      1,178,442
                                                        ------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on investments                               2,633
Net change in unrealized appreciation
of investments                                               508,761
                                                        ------------
Net gain on investments                                      511,394
                                                        ------------
Net increase in net assets resulting 
from operations                                           $1,689,836
                                                        ============



<TABLE>
<CAPTION>

Statement of Changes in Net Assets
Years Ended December 31, 1997 and 1996
                                                                  1997            1996
                                                              ------------    ------------
<S>                                                          <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income                                           $1,178,442        $609,756
Net realized gain on investments                                     2,633           2,820
Net change in unrealized appreciation or depreciation
of investments                                                     508,761          70,483
                                                              ------------    ------------
Net increase in net assets resulting from operations             1,689,836         683,059
                                                              ------------    ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                       7,196,585       5,931,970
Net asset value of units redeemed                               (1,543,682)       (921,110)
Transfers from other subaccounts                                   585,503         666,982
Transfers to other subaccounts                                    (472,347)       (930,942)
                                                              ------------    ------------
Net increase in net assets from unit transactions                5,766,059       4,746,900
                                                              ------------    ------------
Net increase in net assets                                       7,455,895       5,429,959
NET ASSETS:
Beginning of period                                              9,620,443       4,190,484
                                                              ------------    ------------
End of period                                                  $17,076,338      $9,620,443
                                                              ============    ============

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

</TABLE>




LB Variable Insurance Account I
Income Subaccount

Financial Statements

Statement of Assets and Liabilities
December 31, 1997

ASSETS:
Investment in LB Series Fund, Inc. 573,147 
shares at net asset value of $9.92 per share 
(cost $5,535,421)                                        $5,683,788
Receivable from LB for units issued                             831
                                                       ------------
Total assets                                              5,684,619
                                                       ------------
LIABILITIES:
Payable to LB for mortality and expense 
risk charge                                                   3,014
                                                       ------------
Total liabilities                                             3,014
                                                       ------------
NET ASSETS                                               $5,681,605
                                                       ============
Number of units outstanding                                 247,851
                                                       ============
Unit Value (net assets divided by units outstanding)         $22.92
                                                             ======



Statement of Operations
Year Ended December 1997

INVESTMENT INCOME:
Dividend Income                                            $309,835
Mortality and expense risk charge                           (27,882)
                                                        -----------
Net investment income                                       281,953
                                                        -----------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain on investments                              2,406
Net change in unrealized appreciation
of investments                                               89,688
                                                        -----------
Net gain on investments                                      92,094
                                                        -----------
Net increase in net assets resulting 
from operations                                            $374,047
                                                        ===========




<TABLE>
<CAPTION>

Statement of Changes in Net Assets
Years Ended December 31, 1997 and 1996

                                                                  1997             1996
                                                              ------------     ------------
<S>                                                          <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income                                             $281,953         $165,976
Net realized gain on investments                                     2,406            2,214
Net change in unrealized appreciation or depreciation
of investments                                                      89,688          (41,957)
                                                              ------------     ------------
Net increase in net assets resulting from operations               374,047          126,233
                                                              ------------     ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                       2,068,339        2,439,769
Net asset value of units redeemed                                 (492,446)        (329,654)
Transfers from other subaccounts                                   221,606          265,423
Transfers to other subaccounts                                    (309,439)        (530,843)
                                                              ------------     ------------
Net increase in net assets from unit transactions                1,488,060        1,844,695
                                                              ------------     ------------
Net increase in net assets                                       1,862,107        1,970,928
NET ASSETS:
Beginning of period                                              3,819,498        1,848,570
                                                              ------------     ------------
End of period                                                   $5,681,605       $3,819,498
                                                              ============     ============

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

</TABLE>





LB Variable Insurance Account I
Money Market Subaccount

Financial Statements

Statement of Assets and Liabilities
December 31, 1997

ASSETS:
Investment in LB Series Fund, Inc. 1,205,670 
shares at net asset value of $1.00 per share 
(cost $1,205,670)                                           $1,205,670
Receivable from LB for units issued                             56,513
                                                          ------------
Total assets                                                 1,262,183
                                                          ------------
LIABILITIES:
Payable to LB for mortality and expense 
risk charge                                                        583
                                                          ------------
Total liabilities                                                  583
                                                          ------------
NET ASSETS                                                  $1,261,600
                                                          ============
Number of units outstanding                                    725,340
                                                          ============
Unit Value (net assets divided by units outstanding)             $1.74
                                                                ======


Statement of Operations
Year Ended December 1997

INVESTMENT INCOME:
Dividend Income                                                $59,789
Mortality and expense risk charge                               (6,821)
                                                          ------------
Net investment income                                          $52,968
                                                          ============





<TABLE>
<CAPTION>

Statement of Changes in Net Assets
Years Ended December 31, 1997 and 1996

                                                                  1997             1996
                                                              ------------     ------------
<S>                                                           <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income                                              $52,968          $34,638
                                                              ------------     ------------
UNIT TRANSACTIONS:
Proceeds from units issued                                       1,548,437        1,063,424
Net asset value of units redeemed                                 (344,437)        (138,122)
Transfers from other subaccounts                                   235,290          221,848
Transfers to other subaccounts                                  (1,279,210)        (722,295)
                                                              ------------     ------------
Net increase in net assets from unit transactions                  160,080          424,855
                                                              ------------     ------------
Net increase in net assets                                         213,048          459,493

NET ASSETS:
Beginning of period                                              1,048,552          589,059
                                                              ------------     ------------
End of period                                                   $1,261,600       $1,048,552
                                                              ============     ============

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

</TABLE>




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

(1) ORGANIZATION

The LB Variable Insurance 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 variable 
life ("Variable Universal Life") insurance 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 from units issued represent 
gross contract premiums received by LB less deductions for sales 
distribution expenses of 5% of the gross contract premium. Total 
deductions from gross contract premiums received were $1,951,347 and 
$1,591,460 in 1997 and 1996, respectively.

A monthly charge is deducted from the cash value of the contract by LB 
for the cost of insurance, insurance administration of the contract 
and the cost of any optional benefits added by riders. This charge is 
deducted by redeeming units of the subaccounts of the Variable 
Account. Total monthly charges were $5,705,294 and $3,074,410 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 0.6% of the average daily net assets of the Variable Account. 
Mortality and expense risk charges of $376,629 and $170,714 were 
deducted in 1997 and 1996, respectively.

A deferred charge is deducted from the cash value of the contract to 
compensate LB for certain selling and administrative expenses if: (1) 
within the first ten years a contract is in force, it is surrendered 
or lapses, or (2) a contract owner requests a decrease in the face 
amount either within the first ten years a contract is in force, or 
within ten years after a requested increase in face amount. The 
deferred charge remains at a level amount during the first five years 
of the applicable ten year period, and then is reduced on a monthly 
basis by equal amounts until the deferred charge is zero after ten 
years. This charge is deducted by redeeming units of the subaccounts 
of the Variable Account. Deferred charges of $225,038 and $88,519 were 
deducted in 1997 and 1996, respectively.


<TABLE>
<CAPTION>

(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>                         <S>              <C>              <C>              <C>            <C>           <C>
Units outstanding at 
  December 31, 1995               N/A             N/A          312,505          167,426         89,495         371,052
  Units issued                642,239         421,874          462,183          264,834        139,597       1,049,735
  Units redeemed              (94,878)        (60,904)        (169,955)         (85,838)       (48,972)       (789,174)
                           ----------        --------         --------         --------       --------       ---------
Units outstanding at 
  December 31, 1996           547,361         360,970          604,733          346,422        180,120         631,613
  Units issued                760,538         466,957          446,991          280,960        111,607       1,092,048
  Units redeemed             (209,531)       (142,122)        (152,962)         (85,612)       (43,876)       (998,321)
                           ----------        --------         --------         --------       --------       ---------
Units outstanding at 
  December 31, 1997         1,098,368         685,805          898,762          541,770        247,851         725,340
                           ==========        ========         ========         ========       ========        ========

<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>                         <S>              <C>              <C>              <C>            <C>           <C>
Units outstanding at 
For the year ended 
  December 31, 1996
  Purchases                  $7,389,888       $4,301,799       $9,903,067       $5,539,995     $2,173,394    $1,293,887
  Sales                         811,400          588,738          241,539          119,879        126,491       913,233
For the year ended 
  December 31, 1997
  Purchases                   6,420,288        4,078,838       13,884,925        7,099,708      1,996,048     1,301,015
  Sales                          54,001          151,078          180,360          143,267        219,731     1,047,418

</TABLE>



<PAGE>
                    COMMENT ON FINANCIAL STATEMENTS OF LB

The financial statements of LB included in this Prospectus should be 
considered as bearing only upon the ability of LB to meet its obligations 
under the Contracts. The value of the interests of owners and beneficiaries 
under the Contracts are affected primarily by the investment results of the 
Subaccounts of the Variable Account.

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>
                                  APPENDIX A

                        Illustration of Death Benefits,
                  Accumulated Values and Cash Surrender Values

The following tables illustrate how the Death Benefits, Accumulated Values 
and Cash Surrender Values of a Contract may change with the investment 
experience of the Variable Account. The tables show how the Death Benefits, 
Accumulated Values and Cash Surrender Values of a Contract issued to an 
Insured of a given age 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, 6 percent and 12 percent. The tables on pages A-3 
through A-8 illustrate a Contract issued to a male age 35 or, in the non-
tobacco preferred premium class. The Death Benefits, Accumulated Values and 
Cash Surrender Values would be lower if the Insured were in a special 
premium class or if the Insured were a tobacco user because the cost of 
insurance would be increased. Also, the Death Benefits, Accumulated Values 
and Cash Surrender Values would be different from those shown if the gross 
annual investment returns averaged 0 percent, 6 percent and 12 percent over 
a period of years, but fluctuated above and below those averages for 
individual Contract Years.

The second column of the tables shows the Accumulated Value of the premiums 
paid at a 5% interest rate. The third and sixth columns illustrate the Death 
Benefit of a Contract over the designated period. The fourth and seventh 
columns illustrate the Accumulated Value of the Contract over the designated 
period. (The Accumulated Value is the total amount held under a Contract at 
any time.) The fifth and eighth columns illustrate the Cash Surrender Value 
of a Contract over the designated period. (The Cash Surrender Value is equal 
to the Accumulated Value less any Decrease Charge, Contract Debt (assumed to 
be 0 in these illustrations) and unpaid Monthly Deductions (also assumed to 
be 0 in these illustrations).) The sixth through the eighth columns assume 
that throughout the life of the Contract, the monthly charge for the cost of 
insurance is based on the current cost of insurance rates and the current 
Mortality and Expense Risk Charge. The third through the fifth columns 
assume that the Mortality and Expense Risk Charge and also that the monthly 
charge for the cost of insurance are based on the maximum level permitted 
under the Contract. These maximum allowable cost of insurance rates are 
based on the 1980 Commissioners Standard Ordinary Mortality Table.

Because the Death Benefit values vary depending on the Death Benefit Option 
in effect, Option A and Option B are illustrated separately. (Option A 
provides for a Death Benefit equal to the greater of (a) the Face Amount 
plus the Accumulated Value and (b) the applicable percentage of Accumulated 
Value and Option B provides for a Death Benefit equal to the greater of (a) 
the Face Amount and (b) the applicable percentage of Accumulated Value.)

Any amounts held in the Loan Account would not participate in the investment 
experience illustrated in these tables. Instead, such amounts will be 
credited with interest as described in the Prospectus in the section 
entitled, "CONTRACT RIGHTS--Loan Privileges".

   
The amounts shown for Death Benefits, Accumulated Values and Cash Surrender 
Values 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 values shown take into account the 
following fees and charges: the daily investment advisory fee paid by the 
Fund, which is assumed to be equivalent to an annual rate of .46% of the 
aggregate average daily net assets of the Fund, based on 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 
 .60% of the average assets of the Subaccounts and which is guaranteed never 
to exceed an annual rate of .75%.  After deduction of these amounts, the 
illustrated gross annual investment rates of return 0%, 6% and 12% 
correspond to (a) net annual rates of -1.23%, 4.77% and 10.77%, 
respectively, assuming an advisory fee of .46% and a Mortality and Expense 
Risk Charge of .75% and (b) net annual rates of -1.08%, 4.92% and 10.92%, 
respectively, assuming an advisory fee of .46% and a Mortality and Expense 
Risk Charge of .60%.

The amounts shown for Death Benefits, Accumulated Values and Cash Surrender 
Values do not reflect a deduction for operating expenses of the Fund, other 
than the investment advisory fee, because LB and LBVIP have agreed to 
reimburse the Fund for these operating expenses pursuant to a separate 
written agreement (the "Expense Reimbursement Agreement"). For the fiscal 
year of the Fund ended December 31, 1997, the Fund was reimbursed 
approximately $2,631,150 for such operating expenses. The Expense 
Reimbursement Agreement could be terminated at any time by the mutual 
agreement of the Fund, LB and LBVIP, but the Fund, 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 these operating expenses, 
which would reduce the net investment return on the shares of the Fund held 
by the Subaccounts of the Variable Account.
    

The hypothetical values shown in the tables do not reflect any charges for 
Federal income taxes attributable to the Variable Account because LB does 
not currently make any such charges. However, such charges may be made in 
the future and, in that event, the gross annual investment return would have 
to exceed 0%, 6% or 12% by an amount sufficient to cover the tax charges in 
order to produce the Death Benefits and values illustrated. (See section 
entitled "FEDERAL TAX MATTERS" in the Prospectus.)

The tables illustrate the Contract values that would result based upon the 
hypothetical investment rates of return if premiums are paid as indicated, 
if all Net Premiums are allocated to the Variable Account and if no Contract 
loans have been made. The tables are also based on the assumptions that the 
Contract Owner has not requested an increase or decrease in the Face Amount, 
that no partial surrenders have been made.

Upon request, LB will provide a comparable illustration based upon the 
proposed Insured's age, gender (except for Contracts issued in the state of 
Montana) and premium class, the Death Benefit Option, Face Amount, Scheduled 
Premium and any available riders requested. Montana has enacted legislation 
that requires that cost of insurance rates applicable to Contracts purchased 
in Montana cannot vary on the basis of the insured's gender.



See Appendix D for Illustrations of Death Benefits, Accumulated Values and 
Cash Surrender Values on VUL 1 contracts.



<PAGE>
<TABLE>
<CAPTION>
   

                                   LUTHERAN BROTHERHOOD
                          FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
         Male Issue Age: 35; Preferred, $1,000.00 Annual Premium, $100,000 Face Amount
                           Option A--Varying Death Benefit Option
                Assumed Hypothetical Gross Annual Investment Rate of Return:  0%

     [1]        [2]         [3]        [4]          [5]           [6]        [7]          [8]
              Premiums     Assuming Guaranteed Costs (1)(2)      Assuming Current Costs (1)(2)
              Accumul.     --------------------------------      --------------------------------
     End of   at 5%                               Cash                                  Cash
     Cont.    Interest    Death     Accumulated   Surrender     Death     Accumulated   Surrender
     Year     Per Year    Benefit   Value         Value         Benefit   Value         Value
     ------   --------    -------   -----------   ---------     -------   -----------   ---------
      <S>   <C>           <C>         <C>         <C>           <C>        <C>         <C> 
       1      1,050       100,605       605           0 *       100,629       629           0 *
       2      2,152       101,192     1,192         244         101,251     1,251         303
       3      3,310       101,761     1,761         873         101,856     1,856         968
       4      4,525       102,313     2,313       1,485         102,453     2,453       1,625
       5      5,801       102,846     2,846       2,078         103,033     3,033       2,265
       6      7,142       103,362     3,362       2,671         103,606     3,606       2,915
       7      8,549       103,849     3,849       3,235         104,173     4,173       3,559
       8     10,026       104,318     4,318       3,780         104,723     4,723       4,185
       9     11,577       104,759     4,759       4,298         105,266     5,266       4,805
      10     13,206       105,172     5,172       4,788         105,792     5,792       5,408
      11     14,917       105,544     5,544       5,237         106,301     6,301       5,994
      12     16,712       105,877     5,877       5,647         106,780     6,780       6,550
      13     18,598       106,183     6,183       6,029         107,231     7,231       7,077
      14     20,578       106,450     6,450       6,373         107,653     7,653       7,576
      15     22,657       106,678     6,678       6,678         108,047     8,047       8,047
      16     24,840       106,928     6,928       6,928         108,472     8,472       8,472
      17     27,132       107,128     7,128       7,128         108,846     8,846       8,846
      18     29,539       107,266     7,266       7,266         109,168     9,168       9,168
      19     32,065       107,343     7,343       7,343         109,439     9,439       9,439
      20     34,719       107,349     7,349       7,349         109,671     9,671       9,671
      Age
      60     50,113       106,132     6,132       6,132         110,118    10,118      10,118
      65     69,760       101,852     1,852       1,852         108,933     8,933       8,933
      70     94,836       100,000         0           0 *       105,105     5,105       5,105
      75    126,839       100,000         0           0 *       100,000         0           0 *
</TABLE>
    

(1)  Assumes a $1,000.00 premium is paid at the beginning of each Contract 
Year.  Values will be different if premiums are paid with a different 
frequency or in different amounts.

(2)  Assumes that no Contract loans or partial surrenders have been made.  
Excessive loans or withdrawals may cause the Contract to lapse because of 
insufficient Cash Surrender Value.

*  Based on (1) and (2) above, the Death Benefit Guarantee is in effect to 
Attained Age 71.  Therefore, the Contract remains in force even though the 
Cash Surrender Value is zero.  The $1,000.00 premium illustrated is 
greater than the Death Benefit Guarantee Premium for this Contract.

The hypothetical investment results are illustrative only, and should not be 
deemed a representation of past or future investment results.  Actual 
investment results may be more or less than those shown, and will depend on a 
number of factors, including the investment allocations by a Contract Owner, 
and the different investment returns for the Fund.  The Death Benefit, 
Accumulated Value and Cash Surrender Value for a Contract would be different 
from those shown above if the actual investment results applicable to the 
Contract average 0% over a period of years, but also fluctuated above or below 
the average for individual Contract Years.  No representation can be made by 
us or by the Fund that these hypothetical returns can be achieved for any one 
year, or sustained over any one year, or sustained over any period of time.



<PAGE>
<TABLE>
<CAPTION>
   
                                   LUTHERAN BROTHERHOOD
                         FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
         Male Issue Age: 35; Preferred, $1,000.00 Annual Premium, $100,000 Face Amount
                           Option B--Level Death Benefit Option
                Assumed Hypothetical Gross Annual Investment Rate of Return:  0%

     [1]        [2]         [3]        [4]          [5]           [6]        [7]          [8]
              Premiums    Assuming  Guaranteed Costs (1)(2)     Assuming Current Costs (1)(2)
              Accumul.    --------------------------------      ---------------------------------
     End of   at 5%                               Cash                                  Cash
     Cont.    Interest    Death     Accumulated   Surrender     Death     Accumulated   Surrender
     Year     Per Year    Benefit   Value         Value         Benefit   Value         Value
     ------   --------    -------   -----------   ---------     -------   -----------   ---------
      <S>    <C>           <C>         <C>         <C>           <C>         <C>         <C>
       1       1,050       100,000       606           0 *       100,000        630           0 *
       2       2,152       100,000     1,196         248         100,000      1,254         306
       3       3,310       100,000     1,768         880         100,000      1,861         973
       4       4,525       100,000     2,324       1,496         100,000      2,463       1,635
       5       5,801       100,000     2,864       2,096         100,000      3,047       2,279
       6       7,142       100,000     3,387       2,696         100,000      3,626       2,935
       7       8,549       100,000     3,883       3,269         100,000      4,200       3,586
       8      10,026       100,000     4,364       3,826         100,000      4,757       4,219
       9      11,577       100,000     4,819       4,358         100,000      5,310       4,849
      10      13,206       100,000     5,247       4,863         100,000      5,846       5,462
      11      14,917       100,000     5,638       5,331         100,000      6,367       6,060
      12      16,712       100,000     5,993       5,763         100,000      6,860       6,630
      13      18,598       100,000     6,324       6,170         100,000      7,328       7,174
      14      20,578       100,000     6,619       6,542         100,000      7,770       7,693
      15      22,657       100,000     6,879       6,879         100,000      8,187       8,187
      16      24,840       100,000     7,164       7,164         100,000      8,638       8,638
      17      27,132       100,000     7,404       7,404         100,000      9,043       9,043
      18      29,539       100,000     7,588       7,588         100,000      9,402       9,402
      19      32,065       100,000     7,716       7,716         100,000      9,716       9,716
      20      34,719       100,000     7,778       7,778         100,000      9,996       9,996
      Age
      60      50,113       100,000     6,927       6,927         100,000     10,763      10,763
      65      69,760       100,000     3,060       3,060         100,000     10,062      10,062
      70      94,836       100,000         0           0 *       100,000      6,848       6,848
      75     126,839       100,000         0           0 *       100,000         0           0 *
</TABLE>
    

 (1)  Assumes a $1,000.00 premium is paid at the beginning of each Contract 
Year.  Values will be different if premiums are paid with a different 
frequency or in different amounts.

(2)  Assumes that no Contract loans or partial surrenders have been made.  
Excessive loans or withdrawals may cause the Contract to lapse because of 
insufficient Cash Surrender Value.

*  Based on (1) and (2) above, the Death Benefit Guarantee is in effect to 
Attained Age 71.  Therefore, the Contract remains in force even though the 
Cash Surrender Value is zero.  The $1,000.00 premium illustrated is greater 
than the Death Benefit Guarantee Premium for this Contract.

The hypothetical investment results are illustrative only, and should not be 
deemed a representation of past or future investment results.  Actual 
investment results may be more or less than those shown, and will depend on a 
number of factors, including the investment allocations by a Contract Owner, 
and the different investment returns for the Fund.  The Death Benefit, 
Accumulated Value and Cash Surrender Value for a Contract would be different 
from those shown above if the actual investment results applicable to the 
Contract average 0% over a period of years, but also fluctuated above or below 
the average for individual Contract Years.  No representation can be made by 
us or by the Fund that these hypothetical returns can be achieved for any one 
year, or sustained over any one year, or sustained over any period of time.






<PAGE>
<TABLE>
<CAPTION>
   
                                   LUTHERAN BROTHERHOOD
                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
         Male Issue Age: 35; Preferred, $1,000.00 Annual Premium, $100,000 Face Amount
                           Option A--Varying Death Benefit Option
                Assumed Hypothetical Gross Annual Investment Rate of Return:  6%

     [1]       [2]          [3]        [4]          [5]           [6]        [7]          [8]
              Premiums    Assuming Guaranteed Costs (1)(2)      Assuming Current Costs (1)(2)
              Accumul.    --------------------------------      ---------------------------------
     End of   at 5%                               Cash                                  Cash
     Cont.    Interest    Death     Accumulated   Surrender     Death     Accumulated   Surrender
     Year     Per Year    Benefit   Value         Value         Benefit   Value         Value
     ------   --------    -------   -----------   ---------     -------   -----------   ---------
      <S>    <C>         <C>         <C>         <C>            <C>         <C>         <C>
       1       1,050     100,651        651           0 *       100,676        676           0 *
       2       2,152     101,323      1,323         375         101,385      1,385         437
       3       3,310     102,015      2,015       1,127         102,118      2,118       1,230
       4       4,525     102,730      2,730       1,902         102,886      2,886       2,058
       5       5,801     103,467      3,467       2,699         103,680      3,680       2,912
       6       7,142     104,229      4,229       3,538         104,514      4,514       3,823
       7       8,549     105,003      5,003       4,389         105,388      5,388       4,774
       8      10,026     105,804      5,804       5,266         106,294      6,294       5,756
       9      11,577     106,620      6,620       6,159         107,244      7,244       6,783
      10      13,206     107,451      7,451       7,067         108,229      8,229       7,845
      11      14,917     108,287      8,287       7,980         109,251      9,251       8,944
      12      16,712     109,127      9,127       8,897         110,298     10,298      10,068
      13      18,598     109,985      9,985       9,831         111,373     11,373      11,219
      14      20,578     110,848     10,848      10,771         112,476     12,476      12,399
      15      22,657     111,716     11,716      11,716         113,609     13,609      13,609
      16      24,840     112,653     12,653      12,653         114,835     14,835      14,835
      17      27,132     113,586     13,586      13,586         116,073     16,073      16,073
      18      29,539     114,505     14,505      14,505         117,323     17,323      17,323
      19      32,065     115,408     15,408      15,408         118,585     18,585      18,585
      20      34,719     116,281     16,281      16,281         119,874     19,874      19,874
      Age
      60      50,113     119,960     19,960      19,960         126,576     26,576      26,576
      65      69,760     121,055     21,055      21,055         133,263     33,263      33,263
      70      94,836     116,345     16,345      16,345         138,667     38,667      38,667
      75     126,839     100,241        241         241         140,135     40,135      40,135
</TABLE>
    

 (1)  Assumes a $1,000.00 premium is paid at the beginning of each Contract 
Year.  Values will be different if premiums are paid with a different 
frequency or in different amounts.

(2)  Assumes that no Contract loans or partial surrenders have been made.  
Excessive loans or withdrawals may cause the Contract to lapse because of 
insufficient Cash Surrender Value.

*  Based on (1) and (2) above, the Death Benefit Guarantee is in effect to 
Attained Age 71.  Therefore, the Contract remains in force even though the 
Cash Surrender Value is zero.  The $1,000.00 premium illustrated is greater 
than the Death Benefit Guarantee Premium for this Contract.

The hypothetical investment results are illustrative only, and should not be 
deemed a representation of past or future investment results.  Actual 
investment results may be more or less than those shown, and will depend on a 
number of factors, including the investment allocations by a Contract Owner, 
and the different investment returns for the Fund.  The Death Benefit, 
Accumulated Value and Cash Surrender Value for a Contract would be different 
from those shown above if the actual investment results applicable to the 
Contract average 6% over a period of years, but also fluctuated above or below 
the average for individual Contract Years.  No representation can be made by 
us or by the Fund that these hypothetical returns can be achieved for any one 
year, or sustained over any one year, or sustained over any period of time.






<PAGE>
<TABLE>
<CAPTION>
   
                                   LUTHERAN BROTHERHOOD
                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
         Male Issue Age: 35; Preferred, $1,000.00 Annual Premium, $100,000 Face Amount
                           Option B--Level Death Benefit Option
               Assumed Hypothetical Gross Annual Investment Rate of Return:   6%

     [1]        [2]         [3]        [4]          [5]           [6]        [7]          [8]
              Premiums     Assuming Guaranteed Costs (1)(2)     Assuming Current Costs (1)(2)
              Accumul.     --------------------------------     ---------------------------------
     End of   at 5%                               Cash                                  Cash
     Cont.    Interest    Death     Accumulated   Surrender     Death     Accumulated   Surrender
     Year     Per Year    Benefit   Value         Value         Benefit   Value         Value
     ------   --------    -------   -----------   ---------     -------   -----------   ---------
      <S>   <C>           <C>        <C>         <C>            <C>        <C>         <C>
       1      1,050       100,000       652           0 *       100,000       677           0 *
       2      2,152       100,000     1,327         379         100,000     1,388         440
       3      3,310       100,000     2,023       1,135         100,000     2,124       1,236
       4      4,525       100,000     2,744       1,916         100,000     2,897       2,069
       5      5,801       100,000     3,489       2,721         100,000     3,698       2,930
       6      7,142       100,000     4,261       3,570         100,000     4,540       3,849
       7      8,549       100,000     5,050       4,436         100,000     5,424       4,810
       8     10,026       100,000     5,869       5,331         100,000     6,343       5,805
       9     11,577       100,000     6,707       6,246         100,000     7,308       6,847
      10     13,206       100,000     7,566       7,182         100,000     8,311       7,927
      11     14,917       100,000     8,436       8,129         100,000     9,355       9,048
      12     16,712       100,000     9,319       9,089         100,000    10,430      10,200
      13     18,598       100,000    10,228      10,074         100,000    11,540      11,386
      14     20,578       100,000    11,152      11,075         100,000    12,685      12,608
      15     22,657       100,000    12,093      12,093         100,000    13,869      13,869
      16     24,840       100,000    13,116      13,116         100,000    15,156      15,156
      17     27,132       100,000    14,152      14,152         100,000    16,469      16,469
      18     29,539       100,000    15,193      15,193         100,000    17,812      17,812
      19     32,065       100,000    16,241      16,241         100,000    19,187      19,187
      20     34,719       100,000    17,287      17,287         100,000    20,607      20,607
      Age
      60     50,113       100,000    22,380      22,380         100,000    28,390      28,390
      65     69,760       100,000    26,440      26,440         100,000    37,369      37,369
      70     94,836       100,000    27,454      27,454         100,000    47,544      47,544
      75    126,839       100,000    20,884      20,884         100,000    58,916      58,916
</TABLE>
    

 (1)  Assumes a $1,000.00 premium is paid at the beginning of each Contract 
Year. Values will be different if premiums are paid with a different 
frequency or in different amounts.

(2)  Assumes that no Contract loans or partial surrenders have been made. 
Excessive loans or withdrawals may cause the Contract to lapse because of 
insufficient Cash Surrender Value.

*  Based on (1) and (2) above, the Death Benefit Guarantee is in effect to 
Attained Age 71. Therefore, the Contract remains in force even though the Cash 
Surrender Value is zero. The $1,000.00 premium illustrated is greater than the 
Death Benefit Guarantee Premium for this Contract.

The hypothetical investment results are illustrative only, and should not be 
deemed a representation of past or future investment results. Actual 
investment results may be more or less than those shown, and will depend on a 
number of factors, including the investment allocations by a Contract Owner, 
and the different investment returns for the Fund. The Death Benefit, 
Accumulated Value and Cash Surrender Value for a Contract would be different 
from those shown above if the actual investment results applicable to the 
Contract average 6% over a period of years, but also fluctuated above or below 
the average for individual Contract Years. No representation can be made by us 
or by the Fund that these hypothetical returns can be achieved for any one 
year, or sustained over any one year, or sustained over any period of time.




<PAGE>
<TABLE>
<CAPTION>
   
                                   LUTHERAN BROTHERHOOD
                        FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
         Male Issue Age: 35; Preferred, $1,000.00 Annual Premium, $100,000 Face Amount
                           Option A--Varying Death Benefit Option

               Assumed Hypothetical Gross Annual Investment Rate of Return:  12%
     [1]        [2]         [3]        [4]          [5]           [6]        [7]          [8]
              Premiums     Assuming Guaranteed Costs (1)(2)     Assuming Current Costs (1)(2)
              Accumul.     --------------------------------     ---------------------------------
     End of   at 5%                               Cash                                  Cash
     Cont.    Interest    Death     Accumulated   Surrender     Death     Accumulated   Surrender
     Year     Per Year    Benefit   Value         Value         Benefit   Value         Value
     ------   --------    -------   -----------   ---------     -------   -----------   ---------
      <S>   <C>           <C>       <C>         <C>             <C>       <C>         <C>
       1      1,050       100,697       697           0 *       100,723       723           0 *
       2      2,152       101,459     1,459         511         101,525     1,525         577
       3      3,310       102,291     2,291       1,403         102,403     2,403       1,515
       4      4,525       103,202     3,202       2,374         103,376     3,376       2,548
       5      5,801       104,200     4,200       3,432         104,443     4,443       3,675
       6      7,142       105,294     5,294       4,603         105,627     5,627       4,936
       7      8,549       106,483     6,483       5,869         106,941     6,941       6,327
       8     10,026       107,789     7,789       7,251         108,386     8,386       7,848
       9     11,577       109,212     9,212       8,751         109,989     9,989       9,528
      10     13,206       110,766    10,766      10,382         111,754    11,754      11,370
      11     14,917       112,453    12,453      12,146         113,700    13,700      13,393
      12     16,712       114,285    14,285      14,055         115,834    15,834      15,604
      13     18,598       116,293    16,293      16,139         118,176    18,176      18,022
      14     20,578       118,483    18,483      18,406         120,748    20,748      20,671
      15     22,657       120,875    20,875      20,875         123,577    23,577      23,577
      16     24,840       123,554    23,554      23,554         126,754    26,754      26,754
      17     27,132       126,475    26,475      26,475         130,228    30,228      30,228
      18     29,539       129,653    29,653      29,653         134,031    34,031      34,031
      19     32,065       133,115    33,115      33,115         138,200    38,200      38,200
      20     34,719       136,881    36,881      36,881         142,787    42,787      42,787
      Age
      60     50,113       161,334    61,334      61,334         173,597    73,597      73,597
      65     69,760       198,333    98,333      98,333         223,276   123,276     123,276
      70     94,836       253,534   153,534     153,534         303,223   203,223     203,223
      75    126,839       334,850   234,850     234,850         431,452   331,452     331,452
</TABLE>
    

 (1)  Assumes a $1,000.00 premium is paid at the beginning of each Contract 
Year. Values will be different if premiums are paid with a different 
frequency or in different amounts.

(2)  Assumes that no Contract loans or partial surrenders have been made.  
Excessive loans or withdrawals may cause the Contract to lapse because of 
insufficient Cash Surrender Value.

*  Based on (1) and (2) above, the Death Benefit Guarantee is in effect to 
Attained Age 71. Therefore, the Contract remains in force even though the Cash 
Surrender Value is zero. The $1,000.00 premium illustrated is greater than the 
Death Benefit Guarantee Premium for this Contract.

The hypothetical investment results are illustrative only, and should not be 
deemed a representation of past or future investment results. Actual 
investment results may be more or less than those shown, and will depend on a 
number of factors, including the investment allocations by a Contract Owner, 
and the different investment returns for the Fund. The Death Benefit, 
Accumulated Value and Cash Surrender Value for a Contract would be different 
from those shown above if the actual investment results applicable to the 
Contract average 12% over a period of years, but also fluctuated above or 
below the average for individual Contract Years. No representation can be made 
by us or by the Fund that these hypothetical returns can be achieved for any 
one year, or sustained over any one year, or sustained over any period of 
time.






<PAGE>
<TABLE>
<CAPTION>
   
                                   LUTHERAN BROTHERHOOD
                         FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
         Male Issue Age: 35; Preferred, $1,000.00 Annual Premium, $100,000 Face Amount
                           Option B--Level Death Benefit Option
               Assumed Hypothetical Gross Annual Investment Rate of Return:  12%

     [1]        [2]         [3]        [4]          [5]           [6]        [7]          [8]
              Premiums     Assuming Guaranteed Costs (1)(2)     Assuming Current Costs (1)(2)
              Accumul.     --------------------------------     ---------------------------------
     End of   at 5%                               Cash                                  Cash
     Cont.    Interest    Death     Accumulated   Surrender     Death     Accumulated   Surrender
     Year     Per Year    Benefit   Value         Value         Benefit   Value         Value
     ------   --------    -------   -----------   ---------     -------   -----------   ---------
      <S>   <C>           <C>       <C>         <C>             <C>       <C>        <C>
       1      1,050       100,000       699           0 *       100,000       724          0 *
       2      2,152       100,000     1,463         515         100,000     1,528        580
       3      3,310       100,000     2,300       1,412         100,000     2,410      1,522
       4      4,525       100,000     3,219       2,391         100,000     3,389      2,561
       5      5,801       100,000     4,227       3,459         100,000     4,465      3,697
       6      7,142       100,000     5,336       4,645         100,000     5,661      4,970
       7      8,549       100,000     6,546       5,932         100,000     6,989      6,375
       8     10,026       100,000     7,879       7,341         100,000     8,454      7,916
       9     11,577       100,000     9,339       8,878         100,000    10,081      9,620
      10     13,206       100,000    10,940      10,556         100,000    11,878     11,494
      11     14,917       100,000    12,689      12,382         100,000    13,865     13,558
      12     16,712       100,000    14,602      14,372         100,000    16,051     15,821
      13     18,598       100,000    16,712      16,558         100,000    18,461     18,307
      14     20,578       100,000    19,031      18,954         100,000    21,122     21,045
      15     22,657       100,000    21,584      21,584         100,000    24,061     24,061
      16     24,840       100,000    24,465      24,465         100,000    27,376     27,376
      17     27,132       100,000    27,639      27,639         100,000    31,030     31,030
      18     29,539       100,000    31,136      31,136         100,000    35,064     35,064
      19     32,065       100,000    34,997      34,997         100,000    39,527     39,527
      20     34,719       100,000    39,262      39,262         100,000    44,478     44,478
      Age
      60     50,113       100,000    68,727      68,727         105,688    78,871     78,871
      65     69,760       144,835   118,717     118,717         166,738   136,670    136,670
      70     94,836       232,601   200,518     200,518         269,569   232,387    232,387
      75    126,839       358,453   335,003     335,003         418,739   391,345    391,345
</TABLE>
    

 (1)  Assumes a $1,000.00 premium is paid at the beginning of each Contract 
Year. Values will be different if premiums are paid with a different 
frequency or in different amounts.

(2)  Assumes that no Contract loans or partial surrenders have been made. 
Excessive loans or withdrawals may cause the Contract to lapse because of 
insufficient Cash Surrender Value.

*  Based on (1) and (2) above, the Death Benefit Guarantee is in effect to 
Attained Age 71. Therefore, the Contract remains in force even though the Cash 
Surrender Value is zero. The $1,000.00 premium illustrated is greater than the 
Death Benefit Guarantee Premium for this Contract.

The hypothetical investment results are illustrative only, and should not be 
deemed a representation of past or future investment results. Actual 
investment results may be more or less than those shown, and will depend on a 
number of factors, including the investment allocations by a Contract Owner, 
and the different investment returns for the Fund.  The Death Benefit, 
Accumulated Value and Cash Surrender Value for a Contract would be different 
from those shown above if the actual investment results applicable to the 
Contract average 12% over a period of years, but also fluctuated above or 
below the average for individual Contract Years. No representation can be made 
by us or by the Fund that these hypothetical returns can be achieved for any 
one year, or sustained over any one year, or sustained over any period of 
time.




<PAGE>
                                  APPENDIX B
                        DEFERRED ADMINISTRATIVE CHARGES
                          PER $1,000 OF FACE AMOUNT


The following tables include the maximum Deferred Administrative Charge Per 
$1,000 of Face Amount that will apply under a Contract. The specific maximum 
charge applicable to a Contract at issuance can be determined from the 
attached tables based upon the initial Face Amount, the Insured's Attained 
Age at Contract issuance, and, except for Insured's with an Attained Age 
under 18, the Insured's gender and whether the Insured is a tobacco user or 
not. For an Insured with an Attained Age under 18, reference should be made 
to the column entitled "Standard" in each table, rather than to the columns 
entitled  "Tobacco User" or "Non-Tobacco User".

In general, the maximum Deferred Administrative Charge applicable to a 
Contract will be determined from Table 1.  The lower maximum charges shown 
in Table 2 apply to a Contract with a Face Amount of $500,000 or more, but 
less than a 1,000,000.  The lower maximum charges shown in Table 3 apply to 
a Contract with a Face Amount of $1,000,000 ore more.  Subsequent requested 
increases in Face Amount result in a total Face Amount that equals or 
exceeds the next range of Face Amount will qualify for the lower maximum 
charges shown in Tables 2 or 3.

If the Face Amount is increased, an additional Deferred Administrative 
Charge will be calculated for the increase in an amount determined in the 
same manner as for the initial Face Amount, except that the Insured's 
Attained Age on the effective date of the increase and the resulting total 
Face Amount will be used.

The Deferred Administrative Charge does not apply to spouse riders.

As described in the Prospectus in the section entitled "CHARGES AND 
DEDUCTIONS--Accumulated Value Charges--Decrease Charge", the sum of the 
Deferred Administrative Charge and the Contingent Deferred Sales Charge will 
equal the Decrease Charge.


<PAGE>
<TABLE>
                                                        TABLE 1
                                           FACE AMOUNTS LESS THAN $500,000 

                                                  Maximum Deferred
                                    Administrative Charges Per $1,000 of Face Amount

<CAPTION>
                                          Standard
                                       (Attained Age
             Attained Age                 under 18)         Tobacco User          Non Tobacco User
             ------------              -------------        ------------          ----------------

                                        Male    Female     Male    Female         Male     Female
                                        ----    ------     ----    ------         ----     ------

                 <S>                    <C>     <C>       <C>       <C>           <C>      <C>
                   0-4                  $7.20   $7.20
                   5-9                  $7.20   $7.20
                 10-14                  $7.20   $7.20
                 15-17                  $7.20   $7.20
                 18-24                                    $ 9.00    $ 5.40        $ 9.00   $ 5.40
                 25-29                                    $ 9.00    $ 5.40        $ 9.00   $ 5.40
                 30-34                                    $10.80    $ 7.20        $10.80   $ 5.40
                 35-39                                    $12.60    $ 9.00        $10.80   $ 5.40
                 40-44                                    $14.40    $10.80        $12.60   $ 7.20
                 45-49                                    $16.20    $12.60        $12.60   $ 7.20
                 50-54                                    $18.00    $14.40        $14.40   $ 9.00
                 55-59                                    $18.00    $14.40        $14.40   $10.80
                 60-64                                    $18.00    $14.40        $14.40   $10.80
                 65-69                                    $18.00    $14.40        $14.40   $10.80
                 70-74                                    $18.00    $14.40        $14.40   $10.80
                 75-79                                    $18.00    $14.40        $14.40   $10.80
                 80-85                                    $18.00    $14.40        $14.40   $10.80
</TABLE>


<PAGE>
<TABLE>
                                                        TABLE 2
                           FACE AMOUNTS OF $500,000 OR MORE, BUT LESS THAN $1,000,000 

                                                    Maximum Deferred
                                  Administrative Charges Per $1,000 of Face Amount


<CAPTION>
                                          Standard
                                       (Attained Age
             Attained Age                 under 18)         Tobacco User          Non Tobacco User
             ------------              -------------        ------------          ----------------

                                        Male    Female     Male    Female         Male     Female
                                        ----    ------     ----    ------         ----     ------

                 <S>                    <C>     <C>       <C>       <C>           <C>       <C>
                   0-4                  $1.80   $1.80
                   5-9                  $1.80   $1.80
                 10-14                  $1.80   $1.80
                 15-17                  $1.80   $1.80
                 18-24                                    $ 3.60   $3.60          $ $1.80   $1.80
                 25-29                                    $ 3.60   $3.60          $ $1.80   $1.80
                 30-34                                    $ 5.40   $5.40          $ $3.60   $1.80
                 35-39                                    $ 7.20   $5.40          $ $3.60   $1.80
                 40-44                                    $ 9.00   $7.20          $ $5.40   $3.60
                 45-49                                    $10.80   $7.20          $ $7.20   $3.60
                 50-54                                    $12.60   $9.00          $10.80    $5.40
                 55-59                                    $14.40   $9.00          $12.60    $5.40
                 60-64                                    $16.20   $9.00          $14.40    $5.40
                 65-69                                    $16.20   $9.00          $14.40    $5.40
                 70-74                                    $16.20   $9.00          $14.40    $5.40
                 75-79                                    $16.20   $9.00          $14.40    $5.40
                 80-85                                    $16.20   $9.00          $14.40    $5.40
</TABLE>


<PAGE>
<TABLE>
                                              TABLE 3
                                FACE AMOUNTS OF $1,000,000 OR MORE

                                         Maximum Deferred
                         Administrative Charges Per $1,000 of Face Amount

<CAPTION>
                       Standard
                    (Attained Age
                      under 18)              Tobacco User          Non Tobacco User
   Attained Age    Male     Female         Male     Female         Male       Female
   -----------     ----     ------         ----     ------         ----       ------
       <S>          <C>       <C>         <C>       <C>            <C>         <C>

        0-4         $1.80     $1.80
        5-9         $1.80     $1.80
       10-14        $1.80     $1.80
       15-17        $1.80     $1.80
       18-24                              $1.80     $1.80          $1.80       $1.80
       25-29                              $1.80     $1.80          $1.80       $1.80
       30-34                              $3.60     $3.60          $1.80       $1.80
       35-39                              $3.60     $3.60          $1.80       $1.80
       40-44                              $5.40     $3.60          $3.60       $1.80
       45-49                              $7.20     $3.60          $3.60       $1.80
       50-54                              $9.00     $5.40          $5.40       $1.80
       55-59                              $9.00     $5.40          $5.40       $1.80
       60-64                              $9.00     $5.40          $5.40       $1.80
       65-69                              $9.00     $5.40          $5.40       $1.80
       70-74                              $9.00     $5.40          $5.40       $1.80
       75-79                              $9.00     $5.40          $5.40       $1.80
       80-85                              $9.00     $5.40          $5.40       $1.80
</TABLE>


<PAGE>
                                 APPENDIX C

                   Initial Monthly Administrative Charges
                         Per $1,000 of Face Amount

The following tables include the Initial Monthly Administrative Charge for 
$1,000 of Face Amount that will apply under a Contract. The specific charge 
applicable to a Contract at issuance can be determined from the attached 
tables based upon the initial Face Amount, the Insured's Attained Age at 
Contract issuance, and, except for Insureds with an Attained Age under 18, 
reference should be made to the column entitled "Standard" in each table, 
rather than to the columns entitled "Smoker" or "Nonsmoker".

In general, the Initial Monthly Administrative Charge applicable to a 
Contract will be determined from Table 1. The lower maxmimum charges shown 
in Table 2 apply to a Contract with a Face Amount of $500,000 or more, but 
less than a 1,000,000.  The lower maximum charges shown in Table 3 apply to 
a Contract with a Face Amount of $1,000,000 ore more.

If the Face Amount is increased, an additional Initial Monthly Charge will 
be calculated for the increase in an amount determined in the same manner as 
for the initial Face Amount, except that the Insured's Attained Age on the 
effective date of the increase and the resulting total Face Amount will be 
used.

If a spouse rider providing life insurance benefits on the Insured's spouse 
is included in the original Contract or added subsequently, an additional 
Initial Monthly Charge will be calculated for the spouse rider in an amount 
determined in the same manner as for the initial Face Amount, except that 
the spouse's Attained Age and tobacco user or non-tobacco user status on the 
effective date of the rider will be used.


<PAGE>
<TABLE>

                                                          TABLE 1
                                               FACE AMOUNTS LESS THAN $500,000

                                           Initial Monthly Administrative Charges
                                                   Per $1,000 of Face Amount


<CAPTION>
                                          Standard
                                       (Attained Age
             Attained Age                 under 18)         Tobacco User          Non Tobacco User
             ------------              -------------        ------------          ----------------

                                        Male    Female     Male    Female         Male     Female
                                        ----    ------     ----    ------         ----     ------

                 <S>                    <C>     <C>       <C>       <C>           <C>      <C>

                   0-4                  $0.04   $0.04
                   5-9                  $0.04   $0.04
                 10-14                  $0.04   $0.04
                 15-17                  $0.04   $0.04
                 18-24                                    $0.05     $0.05         $0.03    $0.03
                 25-29                                    $0.05     $0.05         $0.03    $0.03
                 30-34                                    $0.06     $0.06         $0.04    $0.03
                 35-39                                    $0.07     $0.06         $0.05    $0.03
                 40-44                                    $0.08     $0.07         $0.06    $0.04
                 45-49                                    $0.09     $0.07         $0.07    $0.04
                 50-54                                    $0.10     $0.08         $0.08    $0.05
                 55-59                                    $0.10     $0.08         $0.08    $0.06
                 60-64                                    $0.10     $0.08         $0.08    $0.06
                 65-69                                    $0.10     $0.08         $0.08    $0.06
                 70-74                                    $0.10     $0.08         $0.08    $0.06
                 75-79                                    $0.10     $0.08         $0.08    $0.06
                 80-86                                    $0.10     $0.08         $0.08    $0.06
</TABLE>



<PAGE>
<TABLE>
                                                 TABLE 2
                         FACE AMOUNTS $500,000 OR MORE, BUT LESS THAN $1,000,000

                               Initial Monthly Administrative Charges
                                       Per $1,000 of Face Amount

<CAPTION>
                                          Standard
                                       (Attained Age
             Attained Age                 under 18)         Tobacco User          Non Tobacco User
             ------------              -------------        ------------          ----------------

                                        Male    Female     Male    Female         Male     Female
                                        ----    ------     ----    ------         ----     ------

                 <S>                    <C>     <C>       <C>       <C>           <C>      <C>

                   0-4                  $0.01   $0.01
                   5-9                  $0.01   $0.01
                 10-14                  $0.01   $0.01
                 15-17                  $0.01   $0.01
                 18-24                                    $0.02    $0.02         $0.01    $0.01
                 25-29                                    $0.02    $0.02         $0.01    $0.01
                 30-34                                    $0.03    $0.03         $0.02    $0.01
                 35-39                                    $0.04    $0.03         $0.02    $0.01
                 40-44                                    $0.05    $0.04         $0.03    $0.02
                 45-49                                    $0.06    $0.04         $0.04    $0.02
                 50-54                                    $0.07    $0.05         $0.06    $0.03
                 55-59                                    $0.08    $0.05         $0.07    $0.03
                 60-64                                    $0.09    $0.05         $0.08    $0.03
                 65-69                                    $0.09    $0.05         $0.08    $0.03
                 70-74                                    $0.09    $0.05         $0.08    $0.03
                 75-79                                    $0.09    $0.05         $0.08    $0.03
                 80-85                                    $0.09    $0.05         $0.08    $0.03
</TABLE>


<PAGE>
<TABLE>
                                               TABLE 3

                                  FACE AMOUNTS OF $1,000,000 OR MORE

                                         Initial Monthly Charges
                                     Per $1,000 of Face Amount

<CAPTION>
                       Standard
                    (Attained Age
                      under 18)              Tobacco User          Non Tobacco User
   Attained Age    Male     Female         Male     Female         Male       Female
   -----------     ----     ------         ----     ------         ----       ------
       <S>         <C>       <C>          <C>       <C>            <C>         <C>
        0-4        $0.01     $0.01
        5-9        $0.01     $0.01
       10-14       $0.01     $0.01
       15-17       $0.01     $0.01
       18-24                              $0.01     $0.01          $0.01       $0.01
       25-29                              $0.01     $0.01          $0.01       $0.01
       30-34                              $0.02     $0.02          $0.01       $0.01
       35-39                              $0.02     $0.02          $0.01       $0.01
       40-44                              $0.03     $0.02          $0.02       $0.01
       45-49                              $0.04     $0.02          $0.02       $0.01
       50-54                              $0.05     $0.03          $0.03       $0.01
       55-59                              $0.05     $0.03          $0.03       $0.01
       60-64                              $0.05     $0.03          $0.03       $0.01
       65-69                              $0.05     $0.03          $0.03       $0.01
       70-74                              $0.05     $0.03          $0.03       $0.01
       75-79                              $0.05     $0.03          $0.03       $0.01
       80-85                              $0.05     $0.03          $0.03       $0.01
</TABLE>


<PAGE>

                                  APPENDIX D

PRIOR CONTRACTS

Prior to May 1, 1997, LB issued another class of flexible premium variable 
life insurance contract ("prior contract" or "VUL 1" contracts), which will 
no longer be issued as various states approve the Contract. However, premium 
payments may still be made under the VUL 1 contracts. 

The principal differences between the Contracts and the VUL 1 contracts 
relate to the charges made by LB, issue ages and maturity date, different 
ranges of Face Amounts, and the length of the Death Benefit Guarantee 
period.

Charges and Deductions

Generally speaking, the Decrease Charge under VUL 1 contracts is assessed 
for 10 years (120 months) as opposed to the Decrease Charge under the 
Contract, which is generally assessed for 15 years (180 months). In 
addition, the basic monthly administration charge for VUL 1 contracts is 
$4.00, as opposed to $10.00 for the Contract. The VUL 1 contracts also use 
different premium classes and may have different cost of insurance charges. 
The prospectus descriptions of the Decrease Charge, Monthly Administration 
Charges, Cost of Insurance Rate and Premium Class are modified by the 
following discussion applicable to the VUL 1 contracts.

Decrease Charge

Decrease Charge. A deferred charge (the "Decrease Charge") will be deducted 
upon VUL 1 contract lapse or surrender, or in part upon a requested decrease 
in Face Amount, if these events occur before 120 Monthly Deductions have 
been made (that is, approximately ten years) following Contract issuance or 
a requested increase in Face Amount. The Decrease Charge consists of a 
contingent deferred sales charge (the "Contingent Deferred Sales Charge") 
and a deferred administrative charge (the "Deferred Administrative Charge"). 
The term "Decrease Charge" is used to describe this charge because, during 
the applicable 10-year period, the charge is imposed in connection with a 
decrease in the Face Amount, either as the result of a requested decrease in 
Face Amount or as the result of lapse or full surrender of the Contract 
(which can be viewed as a decrease in the Face Amount to zero).

For information concerning the Contingent Deferred Sales Charge, except for 
the figures based on a 15, as opposed to 10, year assessment period, see the 
discussion under the caption "Decrease Charge", commencing on page 32 of the 
Prospectus.

Deferred Administrative Charge. At the time of contract issuance for a VUL 1 
contract, LB will compute a Deferred Administrative Charge. In general, this 
charge will equal an amount per $1,000 of Face Amount based upon the initial 
Face Amount, the Insured's Attained Age at Contract issuance, and whether 
the Insured is a smoker or nonsmoker. For Insureds with an Attained Age 
under 20, the Deferred Administrative Charge will equal an amount per $1,000 
of Face Amount based upon the initial Face Amount and the Insured's Age at 
the time of VUL 1 contract issuance. The maximum Deferred Administrative 
Charge per $1,000 of Face Amount will be determined from Appendix D-2. As 
shown in Appendix D-2, the Deferred Administrative Charge per $1,000 of Face 
Amount will be less for VUL 1 contracts having a Face Amount at issuance 
that equals or exceeds $250,000. 

The maximum Deferred Administrative Charge, as determined at the time of the 
VUL 1 contract issuance, will be reduced as Monthly Deductions are made. 
Beginning on the Date of Issue, and continuing on each Monthly Anniversary 
until 120 Monthly Deductions have been made, this Deferred Administrative 
Charge will be reduced in level amounts equal to approximately .83% of the 
maximum Deferred Administrative Charge (or a 10% reduction of the maximum 
Deferred Administrative Charge on an annual basis). In this way, the 
Deferred Administrative Charge will be reduced to zero as of the Monthly 
Anniversary when the 120th Monthly Deduction is made.

If the Face Amount is increased, a separate Deferred Administrative Charge 
will be calculated for the increase in an amount determined in the same 
manner as for the initial Face Amount, (except that the Insured's Attained 
Age on the effective date of the increase will be used and the charge per 
$1,000 of Face Amount to be applied to the increase will be based on the 
amount of the entire new Face Amount after giving effect to the increase). 
The part of the Deferred Administrative Charge attributable to the increase 
will be charged and reduced in accordance with the same principles as 
applicable to the basic Deferred Administrative Charge. The maximum Deferred 
Administrative Charge for an increase will be determined on the effective 
date of the increase and will then be reduced in level amounts equal to .83% 
of the maximum Deferred Administrative Charge (or a 10% reduction of the 
maximum Deferred Administrative Charge on an annual basis) as Monthly 
Deductions are taken on the effective date of the increase and as of each 
succeeding Monthly Anniversary until 120 Monthly Deductions have been made 
after the effective date of the increase, when the Deferred Administrative 
Charge on the increase will be reduced to zero.

For information concerning the method of deducting the Decrease Charge, see 
the discussion under the caption "Method of Deduction and Effect of Decrease 
Charge", commencing on page 35 of the Prospectus.

Monthly Deduction

Basic Monthly Administrative Charge. A basic monthly administrative charge 
of $4.00 will be deducted from Accumulated Value on the Contract Date and 
each Monthly Anniversary as part of the Monthly Deduction.

Initial Monthly Administrative Charge. The Initial Monthly Administrative 
Charge will be deducted from Accumulated Value as part of the first 120 
Monthly Deductions following Contract issuance, commencing with the Monthly 
Deduction(s) collected on the Contract Date. This monthly charge will equal 
an amount per $1,000 of Face Amount based upon the Insured's Attained Age at 
Contract issuance and, except for Insureds with an Attained Age at Contract 
issuance under 20, upon whether the Insured is a smoker or a nonsmoker. The 
Initial Monthly Administrative Charge per $1,000 of Face Amount will be 
determined from Appendix D-3. As shown in Appendix D-3, the Initial Monthly 
Administrative Charge will be less for Contracts having a Face Amount at 
issuance that equals or exceeds $250,000.

If the Face Amount is increased, a separate Initial Monthly Administrative 
Charge will be deducted from Accumulated Value as part of the first 120 
Monthly Deductions after the increase beginning with the Monthly Anniversary 
on which the increase becomes effective. This separate Initial Monthly 
Administrative Charge will be determined in the same manner as for the 
initial Face Amount, except that the Insured's Attained Age on the effective 
date of the increase will be used and the charge per $1,000 of Face Amount 
to be applied to the increase will be based on the amount of the entire new 
Face Amount after giving effect to the increase.

See the discussion under "Accumulated Value Charges -- Decrease Charge -- 
Amount of Deferred Administrative Charge" in the Prospectus for application 
of the Deferred Administrative Charge to spouse riders.

The issuance expenses covered by the Initial Monthly Administrative Charge 
are the same expenses covered by the Deferred Administrative Charge included 
in the Decrease Charge. LB will not, however, be reimbursed twice for these 
expenses. If a Contract lapses or is totally surrendered during the 10-year 
period when the Initial Monthly Administrative Charge applies, or if a 
requested decrease in Face Amount occurs during the 10-year period when the 
Initial Monthly Administrative Charge generally applies, the Initial Monthly 
Administrative Charge will, in effect, generally be "accelerated" and 
collected in the form of the Deferred Administrative Charge included in the 
Decrease Charge.

Because the Deferred Administrative Charge included in the Decrease Charge 
is in effect an "acceleration" of the Initial Monthly Administrative Charge, 
the imposition of the Deferred Administrative Charge will generally 
eliminate or reduce the Initial Monthly Administrative Charge. If the 
Contract lapses or is totally surrendered during the 10-year period when the 
Initial Monthly Administrative Charge applies so that the Decrease Charge is 
imposed, the Initial Monthly Administrative Charge will not be collected. If 
the Face Amount is decreased at the Contract Owner's request during this 10-
year period so that the Decrease Charge (including the Deferred 
Administrative Charge) is imposed in part, the Initial Monthly 
Administrative Charge will be reduced because of the Deferred Administrative 
Charge imposed (being applied to reduce proportionately or eliminate the 
Initial Monthly Administrative Charge attributable to that portion of the 
Face Amount covered by the Decrease Charge).

If a Contract lapses and is then reinstated, the Initial Monthly 
Administrative Charge will be reinstated until a total of 120 Monthly 
Deductions have been taken. See "PAYMENT AND ALLOCATION OF PREMIUMS--
Contract Lapse and Reinstatement".

Cost of Insurance Rate

Under VUL 1 contracts, cost of insurance rates are be based on the initial 
Face Amount and the gender, Attained Age and premium class of the Insured. 
The actual monthly cost of insurance rates will be based on LB's 
expectations as to future mortality experience. They will not, however, be 
greater than the guaranteed cost of insurance rates set forth in the VUL 1 
contract. These guaranteed rates are based on the Insured's Attained Age and 
the 1980 Commissioners Standard Ordinary Mortality Table. Any change in the 
cost of insurance rates will generally apply to all persons of the same 
Attained Age, gender and premium class. In general, the actual cost of 
insurance rate will be lower for VUL 1 contracts having a Face Amount at 
issuance or after a requested increase that equals or exceeds $250,000. 

Premium Class 

Under VUL 1 contracts, LB places Insureds into standard premium classes and 
into substandard premium classes, which involve a higher mortality risk. In 
an otherwise identical VUL 1 contract, an Insured in the standard premium 
class will have a lower cost of insurance than an Insured in a premium class 
with higher mortality risks. The premium classes are also divided into two 
categories: smokers and nonsmokers. Nonsmoking Insureds will generally incur 
lower cost of insurance rates than Insureds who are classified as smokers. 
Any Insured with an Attained Age at issuance under 20 will not be classified 
initially as a smoker or nonsmoker and then will be classified as a smoker 
at Attained Age 20 unless the Insured provides satisfactory evidence that 
the Insured is a nonsmoker. (LB will provide notice to the Contract Owner of 
the opportunity for the Insured to be classified as a nonsmoker when the 
Insured reaches Attained Age 20.)

Maturity Date

As long as VUL 1 contracts remain in force, VUL 1 contracts provide life 
insurance coverage on the named Insured up to the Insured's Attained Age 96.  
The Maturity Date under VUL 1 contracts is the Contract Anniversary on or 
next following the Insured's 96th birthday.  If the Insured is living on the 
Maturity Date of the VUL 1 contract, LB will pay the Accumulated Value for 
the VUL 1 contract on the Maturity Date, reduced by any Contract Debt and 
any unpaid Monthly Deductions and the VUL 1 contract will be terminated.  
The Maturity Date is shown in the VUL 1 contract.

Issue Age and Minimum Face Amounts

VUL 1 contracts will be issued only on Insureds who have an Attained Age of 
80 or less and who provide satisfactory evidence of insurability. The 
Minimum Face Amount of a VUL 1 contract is $50,000 for Insureds with an 
Attained Age of 20 through 50, and $25,000 for all other Insureds.  The 
Minimum Face Amount for a requested increase is $10,000 and a VUL 1 contract 
owner may not increase the Face Amount after the Insured's Attained Age 80.

Ranges of Face Amounts

VUL 1 contracts have two ranges of Face Amounts: Face Amounts of less that 
$250,000; and Face Amounts of $250,000 or more.  

Death Benefit Guarantee Duration

For VUL 1 contracts, if sufficient premium payments have been made, the 
Death Benefit Guarantee will apply until the latter of the Insured's 
Attained Age 71 and the Attained Age of the Insured at the end of a period 
ranging from 6 to 31 years after the Date of Issue.

Other Provisions

Under VUL 1 contracts, a loan request must be made in a minimum amount of 
$100.

Sales and Other Agreements

For VUL 1 contracts with an initial Face Amount greater than or equal to 
$1,000,000, during the first Contract Year after issue or following an 
increase in Face Amount, the commissions will be not more than 40% of the 
applicable Death Benefit Guarantee Premium. 


<PAGE>
                                 APPENDIX D-1

                        Illustration of Death Benefits,
                  Accumulated Values and Cash Surrender Values
                             For VUL 1 Contracts

The following tables illustrate how the Death Benefits, Accumulated Values 
and Cash Surrender Values of a VUL 1 contract may change with the investment 
experience of the Variable Account. The tables show how the Death Benefits, 
Accumulated Values and Cash Surrender Values of a VUL 1 contract issued to 
an Insured of a given age (who pays a Scheduled Premium of $1,000 ) 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, 6 
percent and 12 percent. The tables on pages D-1(a) through D-1(h) illustrate 
a VUL 1 contract issued to a male age 35 in the nonsmoker premium class. The 
Death Benefits, Accumulated Values and Cash Surrender Values would be lower 
if the Insured were in a special premium class or if the Insured were a 
smoker because the cost of insurance would be increased. Also, the Death 
Benefits, Accumulated Values and Cash Surrender Values would be different 
from those shown if the gross annual investment returns averaged 0 percent, 
6 percent and 12 percent over a period of years, but fluctuated above and 
below those averages for individual Contract Years.

The second column of the tables shows the Accumulated Value of the premiums 
paid at a 5% interest rate. The third and sixth columns illustrate the Death 
Benefit of a VUL 1 contract over the designated period. The fourth and 
seventh columns illustrate the Accumulated Value of the VUL 1 contract over 
the designated period. (The Accumulated Value is the total amount held under 
a VUL 1 contract at any time.) The fifth and eighth columns illustrate the 
Cash Surrender Value of a VUL 1 contract over the designated period. (The 
Cash Surrender Value is equal to the Accumulated Value less any Decrease 
Charge, Contract Debt (assumed to be 0 in these illustrations) and unpaid 
Monthly Deductions (also assumed to be 0 in these illustrations).) The sixth 
through the eighth columns assume that throughout the life of the VUL 1 
contract, the monthly charge for the cost of insurance is based on the 
current cost of insurance rates and the current Mortality and Expense Risk 
Charge. The third through the fifth columns assume that the Mortality and 
Expense Risk Charge and also that the monthly charge for the cost of 
insurance are based on the maximum level permitted under the VUL 1 contract. 
These maximum allowable cost of insurance rates are based on the 1980 
Commissioners Standard Ordinary Mortality Table.

Because the Death Benefit values vary depending on the Death Benefit Option 
in effect, Option A and Option B are illustrated separately. (Option A 
provides for a Death Benefit equal to the greater of (a) the Face Amount 
plus the Accumulated Value and (b) the applicable percentage of Accumulated 
Value and Option B provides for a Death Benefit equal to the greater of (a) 
the Face Amount and (b) the applicable percentage of Accumulated Value.)

Any amounts held in the Loan Account would not participate in the investment 
experience illustrated in these tables. Instead, such amounts will be 
credited with interest as described in the Prospectus in the section 
entitled, "CONTRACT RIGHTS--Loan Privileges".

   
The amounts shown for Death Benefits, Accumulated Values and Cash Surrender 
Values for the VUL 1 contract 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 values 
shown take into account the following fees and charges: the daily investment 
advisory fee paid by the Fund, which is assumed to be equivalent to an 
annual rate of .48% of the aggregate average daily net assets of the Fund, 
based on 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 .60% of the average assets of the Subaccounts and 
which is guaranteed never to exceed an annual rate of .75%. After deduction 
of these amounts, the illustrated gross annual investment rates of return 
0%, 6% and 12% correspond to (a) net annual rates of -1.23%, 4.77% and 
10.77%, respectively, assuming an advisory fee of .46% and a Mortality and 
Expense Risk Charge of .75% and (b) net annual rates of -1.08%, 4.92% and 
10.92%, respectively, assuming an advisory fee of .46% and a Mortality and 
Expense Risk Charge of .60%.

The amounts shown for Death Benefits, Accumulated Values and Cash Surrender 
Values do not reflect a deduction for operating expenses of the Fund, other 
than the investment advisory fee, because LB and LBVIP have agreed to 
reimburse the Fund for these operating expenses pursuant to a separate 
written agreement (the "Expense Reimbursement Agreement"). For the fiscal 
year of the Fund ended December 31, 1997, the Fund was reimbursed 
approximately $2,631,150 for such operating expenses. The Expense 
Reimbursement Agreement could be terminated at any time by the mutual 
agreement of the Fund, LB and LBVIP, but the Fund, 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 these operating expenses, 
which would reduce the net investment return on the shares of the Fund held 
by the Subaccounts of the Variable Account.
    

The hypothetical values shown in the tables do not reflect any charges for 
Federal income taxes attributable to the Variable Account because LB does 
not currently make any such charges. However, such charges may be made in 
the future and, in that event, the gross annual investment return would have 
to exceed 0%, 6% or 12% by an amount sufficient to cover the tax charges in 
order to produce the Death Benefits and values illustrated. (See section 
entitled "FEDERAL TAX MATTERS" in the Prospectus.)

The tables illustrate the VUL 1 contract values that would result based upon 
the hypothetical investment rates of return if premiums are paid as 
indicated, if all Net Premiums are allocated to the Variable Account and if 
no Contract loans have been made. The tables are also based on the 
assumptions that the Contract Owner has not requested an increase or 
decrease in the Face Amount, that no partial surrenders have been made and 
that no transfers above two have been made in any Contract Year.

Upon request, LB will provide a comparable illustration based upon the 
proposed Insured's age, gender (except for Contracts issued in the state of 
Montana) and premium class, the Death Benefit Option, Face Amount, Scheduled 
Premium and any available riders requested. Montana has enacted legislation 
that requires that cost of insurance rates applicable to Contracts purchased 
in Montana cannot vary on the basis of the insured's gender.



<PAGE>
<TABLE>
<CAPTION>
   
                                    LUTHERAN BROTHERHOOD
                     FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE TO AGE 96
         Male Issue Age: 35; Nonsmoker, $1,000.00 Annual Premium, $100,000 Face Amount
                           Option A--Varying Death Benefit Option
                Assumed Hypothetical Gross Annual Investment Rate of Return:  0%

     [1]        [2]         [3]        [4]          [5]           [6]        [7]          [8]
              Premiums     Assuming Guaranteed Costs (1)(2)      Assuming Current Costs (1)(2)
              Accumul.     --------------------------------      --------------------------------
     End of   at 5%                               Cash                                  Cash
     Cont.    Interest    Death     Accumulated   Surrender     Death     Accumulated   Surrender
     Year     Per Year    Benefit   Value         Value         Benefit   Value         Value
     ------   --------    -------   -----------   ---------     -------   -----------   ---------
      <S>   <C>           <C>         <C>         <C>           <C>        <C>         <C>
       1      1,050       100,675       675          63         100,712       712         100
       2      2,152       101,331     1,331         767         101,406     1,406         842
       3      3.310       101,967     1,967       1,451         102,080     2,080       1,564
       4      4,525       102,584     2,584       2,116         102,735     2,735       2,267
       5      5,801       103,181     3,181       2,761         103,371     3,371       2,951
       6      7,142       103,759     3,759       3,423         103,989     3,989       3,653
       7      8,549       104,307     4,307       4,055         104,588     4,588       4,336
       8     10,026       104,835     4,835       4,667         105,169     5,169       5,001
       9     11,577       105,334     5,334       5,250         105,732     5,732       5,648
      10     13,206       105,803     5,803       5,803         106,277     6,277       6,277
      11     14,917       106,290     6,290       6,290         106,841     6,841       6,841
      12     16,712       106,736     6,736       6,736         107,374     7,374       7,374
      13     18,598       107,153     7,153       7,153         107,878     7,878       7,878
      14     20,578       107,529     7,529       7,529         108,353     8,353       8,353
      15     22,657       107,864     7,864       7,864         108,788     8,788       8,788
      16     24,840       108,161     8,161       8,161         109,182     9,182       9,182
      17     27,132       108,406     8,406       8,406         109,537     9,537       9,537
      18     29,539       108,589     8,589       8,589         109,852     9,852       9,852
      19     32,065       108,710     8,710       8,710         110,104    10,104      10,104
      20     34,719       108,759     8,759       8,759         110,294    10,294      10,294
      Age
      60     50,113       107,753     7,753       7,753         110,126    10,126      10,126
      65     69,760       103,693     3,693       3,693         107,766     7,766       7,766
      70     94,836       100,000         0           0 *       102,146     2,146       2,146
      75    126,839       100,000         0           0 *       100,000         0           0
</TABLE>
    

(1)  Assumes a  $1,000.00 premium is paid at the beginning of each Contract 
Year.  Values will be different if premiums are paid with a different 
frequency or in different amounts.

(2)  Assumes that no Contract loans or partial surrenders have been made.  
Excessive loans or withdrawals may cause the VUL 1 contract to lapse because 
of insufficient Cash Surrender Value.

*  Based on (1) and (2) above, the Death Benefit Guarantee is in effect to 
Attained Age 71.  Therefore, the VUL 1 contract remains in force even though 
the Cash Surrender Value is zero.  The $1,000.00 premium illustrated is 
greater than the Death Benefit Guarantee Premium for this VUL 1 contract.

The hypothetical investment results are illustrative only, and should 
not be deemed a representation of past or future investment results.  Actual 
investment results may be more or less than those shown, and will depend on 
a number of factors, including the investment allocations by a Contract 
Owner, and the different investment returns for the Fund.  The Death Benefit 
Accumulated Value and Cash Surrender Value for a VUL 1 contract would be 
different from those shown above if the actual investment results applicable 
to the VUL 1 contract average 0% over a period of years, but also fluctuated 
above or below the average for individual Contract Years.  No representation 
can be made by us or by the Fund that these hypothetical returns can be 
achieved for any one year, or sustained over any one year, or sustained over 
any period of time.


<PAGE>
<TABLE>
<CAPTION>
   
                                   LUTHERAN BROTHERHOOD
                     FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE TO AGE 96
         Male Issue Age: 35; Nonsmoker, $1,000.00 Annual Premium, $100,000 Face Amount
                           Option B--Level Death Benefit Option
                Assumed Hypothetical Gross Annual Investment Rate of Return:  0%

     [1]        [2]         [3]        [4]          [5]           [6]        [7]          [8]
              Premiums    Assuming  Guaranteed Costs (1)(2)     Assuming Current Costs (1)(2)
              Accumul.    --------------------------------      ---------------------------------
     End of   at 5%                               Cash                                  Cash
     Cont.    Interest    Death     Accumulated   Surrender     Death     Accumulated   Surrender
     Year     Per Year    Benefit   Value         Value         Benefit   Value         Value
     ------   --------    -------   -----------   ---------     -------   -----------   ---------
      <S>    <C>           <C>         <C>         <C>           <C>         <C>         <C>
       1       1,050       100,000       677          65         100,000        713         101
       2       2,152       100,000     1,335         771         100,000      1,409         845
       3       3,310       100,000     1,975       1,459         100,000      2,086       1,570
       4       4,525       100,000     2,597       2,129         100,000      2,746       2,278
       5       5,801       100,000     3,202       2,782         100,000      3,389       2,969
       6       7,142       100,000     3,788       3,452         100,000      4,014       3,678
       7       8,549       100,000     4,347       4,095         100,000      4,623       4,371
       8      10,026       100,000     4,889       4,721         100,000      5,215       5,047
       9      11,577       100,000     5,403       5,319         100,000      5,791       5,707
      10      13,206       100,000     5,890       5,890         100,000      6,351       6,351
      11      14,917       100,000     6,398       6,398         100,000      6,932       6,932
      12      16,712       100,000     6,869       6,869         100,000      7,487       7,487
      13      18,598       100,000     7,314       7,314         100,000      8,015       8,015
      14      20,578       100,000     7,722       7,722         100,000      8,518       8,518
      15      22,657       100,000     8,094       8,094         100,000      8,985       8,985
      16      24,840       100,000     8,431       8,431         100,000      9,416       9,416
      17      27,132       100,000     8,723       8,723         100,000      9,813       9,813
      18      29,539       100,000     8,958       8,958         100,000     10,174      10,174
      19      32,065       100,000     9,139       9,139         100,000     10,481      10,481
      20      34,719       100,000     9,253       9,253         100,000     10,733      10,733
      Age
      60      50,113       100,000     8,685       8,685         100,000     11,003      11,003
      65      69,760       100,000     5,176       5,176         100,000      9,266       9,266
      70      94,836       100,000         0           0 *       100,000      4,286       4,286
      75     126,839       100,000         0           0 *       100,000          0           0 *
</TABLE>
    

(1)  Assumes a $1,000.00 premium is paid at the beginning of each Contract 
Year.  Values will be different if premiums are paid with a different 
frequency or in different amounts.

(2)  Assumes that no Contract loans or partial surrenders have been made.  
Excessive loans or withdrawals may cause the VUL 1 contract to lapse because 
of insufficient Cash Surrender Value.

*  Based on (1) and (2) above, the Death Benefit Guarantee is in effect to 
Attained Age 71.  Therefore, the VUL 1 contract remains in force even though 
the Cash Surrender Value is zero.  The $1,000.00 premium illustrated is 
greater than the Death Benefit Guarantee Premium for this VUL 1 contract.

The hypothetical investment results are illustrative only, and should 
not be deemed a representation of past or future investment results.  Actual 
investment results may be more or less than those shown, and will depend on 
a number of factors, including the investment allocations by a Contract 
Owner, and the different investment returns for the Fund.  The Death Benefit,
Accumulated Value and Cash Surrender Value for a VUL 1 contract would be 
different from those shown above if the actual investment results applicable 
to the VUL 1 contract average 0% over a period of years, but also fluctuated 
above or below the average for individual Contract Years.  No representation 
can be made by us or by the Fund that these hypothetical returns can be 
achieved for any one year, or sustained over any one year, or sustained over 
any period of time.


<PAGE>
<TABLE>
<CAPTION>
   
                                   LUTHERAN BROTHERHOOD
                     FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE TO AGE 96
         Male Issue Age: 35; Nonsmoker, $1,000.00 Annual Premium, $100,000 Face Amount
                           Option A--Varying Death Benefit Option
                Assumed Hypothetical Gross Annual Investment Rate of Return:  6%

     [1]       [2]          [3]        [4]          [5]           [6]        [7]          [8]
              Premiums    Assuming Guaranteed Costs (1)(2)      Assuming Current Costs (1)(2)
              Accumul.    --------------------------------      ---------------------------------
     End of   at 5%                               Cash                                  Cash
     Cont.    Interest    Death     Accumulated   Surrender     Death     Accumulated   Surrender
     Year     Per Year    Benefit   Value         Value         Benefit   Value         Value
     ------   --------    -------   -----------   ---------     -------   -----------   ---------

      <S>    <C>         <C>         <C>         <C>            <C>         <C>         <C>
       1       1,050     100,724        724         112         100,762        762         150
       2       2,152     101,471      1,471         907         101,550      1,550         986
       3       3,310     102,241      2,241       1,725         102,364      2,364       1,848
       4       4,525     103,036      3,036       2,568         103,206      3,206       2,738
       5       5,801     103,857      3,857       3,437         104,078      4,078       3,658
       6       7,142     104,705      4,705       4,369         104,981      4,981       4,645
       7       8,549     105,569      5,569       5,317         105,916      5,916       5,664
       8      10,026     106,462      6,462       6,294         106,884      6,884       6,716
       9      11,577     107,373      7,373       7,289         107,889      7,889       7,805
      10      13,206     108,304      8,304       8,304         108,931      8,931       8,931
      11      14,917     109,303      9,303       9,303         110,049     10,049      10,049
      12      16,712     110,314     10,314      10,314         111,197     11,197      11,197
      13      18,598     111,349     11,349      11,349         112,378     12,378      12,378
      14      20,578     112,397     12,397      12,397         113,593     13,593      13,593
      15      22,657     113,458     13,458      13,458         114,831     14,831      14,831
      16      24,840     114,534     14,534      14,534         116,094     16,094      16,094
      17      27,132     115,612     15,612      15,612         117,382     17,382      17,382
      18      29,539     116,680     16,680      16,680         118,697     18,697      18,697
      19      32,065     117,738     17,738      17,738         120,015     20,015      20,015
      20      34,719     118,773     18,773      18,773         121,338     21,338      21,338
      Age
      60      50,113     123,366     23,366      23,366         127,782     27,782      27,782
      65      69,760     125,596     25,596      25,596         133,444     33,444      33,444
      70      94,836     122,333     22,333      22,333         136,767     36,767      36,767
      75     126,839     108,139      8,139       8,139         134,556     34,556      34,556
</TABLE>
    

(1)  Assumes a $1,000.00 premium is paid at the beginning of each Contract 
Year.  Values will be different if premiums are paid with a different 
frequency or in different amounts.

(2)  Assumes that no Contract loans or partial surrenders have been made.  
Excessive loans or withdrawals may cause the VUL 1 contract to lapse because 
of insufficient Cash Surrender Value.

*  Based on (1) and (2) above, the Death Benefit Guarantee is in effect to 
Attained Age 71.  Therefore, the VUL 1 contract remains in force even though 
the Cash Surrender Value is zero.  The $1,000.00 premium illustrated is 
greater than the Death Benefit Guarantee Premium for this VUL 1 contract.

The hypothetical investment results are illustrative only, and should 
not be deemed a representation of past or future investment results.  Actual 
investment results may be more or less than those shown, and will depend on 
a number of factors, including the investment allocations by a Contract 
Owner, and the different investment returns for the Fund.  The Death Benefit,
Accumulated Value and Cash Surrender Value for a VUL 1 contract would be 
different from those shown above if the actual investment results applicable 
to the VUL 1 contract average 0% over a period of years, but also fluctuated 
above or below the average for individual Contract Years.  No representation 
can be made by us or by the Fund that these hypothetical returns can be 
achieved for any one year, or sustained over any one year, or sustained over 
any period of time.


<PAGE>
<TABLE>
<CAPTION>
   
                                   LUTHERAN BROTHERHOOD
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE TO AGE 96
        Male Issue Age: 35; Nonsmoker, $1,000.00 Annual Premium, $100,000 Face Amount
                           Option B--Level Death Benefit Option
               Assumed Hypothetical Gross Annual Investment Rate of Return:   6%

     [1]        [2]         [3]        [4]          [5]           [6]        [7]          [8]
              Premiums     Assuming Guaranteed Costs (1)(2)     Assuming Current Costs (1)(2)
              Accumul.     --------------------------------     ---------------------------------
     End of   at 5%                               Cash                                  Cash
     Cont.    Interest    Death     Accumulated   Surrender     Death     Accumulated   Surrender
     Year     Per Year    Benefit   Value         Value         Benefit   Value         Value
     ------   --------    -------   -----------   ---------     -------   -----------   ---------

      <S>    <C>           <C>        <C>         <C>            <C>         <C>         <C>
       1       1,050       100,000       725         113         100,000        763         151
       2       2,152       100,000     1,475         911         100,000      1,553         989
       3       3,310       100,000     2,250       1,734         100,000      2,372       1,856
       4       4,525       100,000     3,052       2,584         100,000      3,220       2,752
       5       5,801       100,000     3,882       3,462         100,000      4,100       3,680
       6       7,142       100,000     4,743       4,407         100,000      5,014       4,678
       7       8,549       100,000     5,623       5,371         100,000      5,962       5,710
       8      10,026       100,000     6,536       6,368         100,000      6,949       6,781
       9      11,577       100,000     7,473       7,389         100,000      7,975       7,891
      10      13,206       100,000     8,436       8,436         100,000      9,043       9,043
      11      14,917       100,000     9,474       9,474         100,000     10,194      10,194
      12      16,712       100,000    10,533      10,533         100,000     11,383      11,383
      13      18,598       100,000    11,625      11,625         100,000     12,613      12,613
      14      20,578       100,000    12,742      12,742         100,000     13,886      13,886
      15      22,657       100,000    13,885      13,885         100,000     15,196      15,196
      16      24,840       100,000    15,058      15,058         100,000     16,544      16,544
      17      27,132       100,000    16,252      16,252         100,000     17,935      17,935
      18      29,539       100,000    17,459      17,459         100,000     19,371      19,371
      19      32,065       100,000    18,682      18,682         100,000     20,836      20,836
      20      34,719       100,000    19,912      19,912         100,000     22,334      22,334
      Age
      60      50,113       100,000    26,118      26,118         100,000     30,285      30,285
      65      69,760       100,000    31,784      31,784         100,000     39,146      39,146
      70      94,836       100,000    35,392      35,392         100,000     48,945      48,945
      75     126,839       100,000    33,697      33,697         100,000     59,653      59,653
</TABLE>
    

(1)  Assumes a $1,000.00 premium is paid at the beginning of each Contract 
Year.  Values will be different if premiums are paid with a different 
frequency or in different amounts.

(2)  Assumes that no Contract loans or partial surrenders have been made.  
Excessive loans or withdrawals may cause the VUL 1 contract to lapse because 
of insufficient Cash Surrender Value.

*  Based on (1) and (2) above, the Death Benefit Guarantee is in effect to 
Attained Age 71.  Therefore, the VUL 1 contract remains in force even though 
the Cash Surrender Value is zero.  The $1,000.00 premium illustrated is 
greater than the Death Benefit Guarantee Premium for this VUL 1 contract.

The hypothetical investment results are illustrative only, and should 
not be deemed a representation of past or future investment results.  Actual 
investment results may be more or less than those shown, and will depend on 
a number of factors, including the investment allocations by a Contract 
Owner, and the different investment returns for the Fund.  The Death Benefit,
Accumulated Value and Cash Surrender Value for a VUL 1 contract would be 
different from those shown above if the actual investment results applicable 
to the VUL 1 contract average 0% over a period of years, but also fluctuated 
above or below the average for individual Contract Years.  No representation 
can be made by us or by the Fund that these hypothetical returns can be 
achieved for any one year, or sustained over any one year, or sustained over 
any period of time.


<PAGE>
<TABLE>
<CAPTION>
   
                                   LUTHERAN BROTHERHOOD
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE TO AGE 96
        Male Issue Age: 35; Nonsmoker, $1,000.00 Annual Premium, $100,000 Face Amount
                           Option A--Varying Death Benefit Option

               Assumed Hypothetical Gross Annual Investment Rate of Return:  12%
     [1]        [2]         [3]        [4]          [5]           [6]        [7]          [8]
              Premiums     Assuming Guaranteed Costs (1)(2)     Assuming Current Costs (1)(2)
              Accumul.     --------------------------------     ---------------------------------
     End of   at 5%                               Cash                                  Cash
     Cont.    Interest    Death     Accumulated   Surrender     Death     Accumulated   Surrender
     Year     Per Year    Benefit   Value         Value         Benefit   Value         Value
     ------   --------    -------   -----------   ---------     -------   -----------   ---------

      <S>    <C>         <C>        <C>         <C>             <C>        <C>         <C>
       1       1,050     100,772        772         160         100,812        812         200
       2       2,152     101,616      1,616       1,052         101,700      1,700       1,136
       3       3,310     102,538      2,538       2,022         102,673      2,673       2,157
       4       4,525     103,547      3,547       3,079         103,739      3,739       3,271
       5       5,801     104,653      4,653       4,233         104,910      4,910       4,490
       6       7,142     105,864      5,864       5,528         106,196      6,196       5,860
       7       8,549     107,182      7,182       6,930         107,610      7,610       7,358
       8      10,026     108,629      8,629       8,461         109,166      9,166       8,998
       9      11,577     110,206     10,206      10,122         110,880     10,880      10,796
      10      13,206     111,929     11,929      11,929         112,769     12,769      12,769
      11      14,917     113,863     13,863      13,863         114,890     14,890      14,890
      12      16,712     115,968     15,968      15,968         117,218     17,218      17,218
      13      18,598     118,275     18,275      18,275         119,775     19,775      19,775
      14      20,578     120,793     20,793      20,793         122,586     22,586      22,586
      15      22,657     123,545     23,545      23,545         125,668     25,668      25,668
      16      24,840     126,556     26,556      26,556         129,048     29,048      29,048
      17      27,132     129,841     29,841      29,841         132,761     32,761      32,761
      18      29,539     133,418     33,418      33,418         136,842     36,842      36,842
      19      32,065     137,318     37,318      37,318         141,306     41,306      41,306
      20      34,719     141,563     41,563      41,563         146,196     46,196      46,196
      Age
      60      50,113     169,202     69,202      69,202         178,587     78,587      78,587
      65      69,760     211,258    111,258     111,258         230,108    130,108     130,108
      70      94,836     274,513    174,513     174,513         312,272    212,272     212,272
      75     126,839     368,707    268,707     268,707         443,073    343,073     343,073
</TABLE>
    

(1)  Assumes a $1,000.00 premium is paid at the beginning of each Contract 
Year.  Values will be different if premiums are paid with a different 
frequency or in different amounts.

(2)  Assumes that no Contract loans or partial surrenders have been made.  
Excessive loans or withdrawals may cause the VUL 1 contract to lapse because 
of insufficient Cash Surrender Value.

*  Based on (1) and (2) above, the Death Benefit Guarantee is in effect to 
Attained Age 71.  Therefore, the VUL 1 contract remains in force even though 
the Cash Surrender Value is zero.  The $1,000.00 premium illustrated is 
greater than the Death Benefit Guarantee Premium for this VUL 1 contract.

The hypothetical investment results are illustrative only, and should 
not be deemed a representation of past or future investment results.  Actual 
investment results may be more or less than those shown, and will depend on 
a number of factors, including the investment allocations by a Contract 
Owner, and the different investment returns for the Fund.  The Death Benefit,
Accumulated Value and Cash Surrender Value for a VUL 1 contract would be 
different from those shown above if the actual investment results applicable 
to the VUL 1 contract average 0% over a period of years, but also fluctuated 
above or below the average for individual Contract Years.  No representation 
can be made by us or by the Fund that these hypothetical returns can be 
achieved for any one year, or sustained over any one year, or sustained over 
any period of time.



<PAGE>
<TABLE>
<CAPTION>
   
                                   LUTHERAN BROTHERHOOD
                    FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE TO AGE 96
        Male Issue Age: 35; Nonsmoker, $1,000.00 Annual Premium, $100,000 Face Amount
                           Option B--Level Death Benefit Option
               Assumed Hypothetical Gross Annual Investment Rate of Return:  12%

     [1]        [2]         [3]        [4]          [5]           [6]        [7]          [8]
              Premiums     Assuming Guaranteed Costs (1)(2)     Assuming Current Costs (1)(2)
              Accumul.     --------------------------------     ---------------------------------
     End of   at 5%                               Cash                                  Cash
     Cont.    Interest    Death     Accumulated   Surrender     Death     Accumulated   Surrender
     Year     Per Year    Benefit   Value         Value         Benefit   Value         Value
     ------   --------    -------   -----------   ---------     -------   -----------   ---------

      <S>    <C>           <C>       <C>         <C>             <C>        <C>         <C>
       1       1,050       100,000       774         162         100,000        813         201
       2       2,152       100,000     1,621       1,057         100,000      1,703       1,140
       3       3,310       100,000     2,549       2,033         100,000      2,682       2,166
       4       4,525       100,000     3,566       3,098         100,000      3,756       3,288
       5       5,801       100,000     4,684       4,264         100,000      4,937       4,517
       6       7,142       100,000     5,913       5,577         100,000      6,238       5,902
       7       8,549       100,000     7,255       7,003         100,000      7,673       7,421
       8      10,026       100,000     8,733       8,565         100,000      9,257       9,089
       9      11,577       100,000    10,352      10,268         100,000     11,006      10,922
      10      13,206       100,000    12,129      12,129         100,000     12,939      12,939
      11      14,917       100,000    14,132      14,132         100,000     15,119      15,119
      12      16,712       100,000    16,328      16,328         100,000     17,522      17,522
      13      18,598       100,000    18,748      18,748         100,000     20,176      20,176
      14      20,578       100,000    21,410      21,410         100,000     23,109      23,109
      15      22,657       100,000    24,343      24,343         100,000     26,346      26,346
      16      24,840       100,000    27,579      27,579         100,000     29,923      29,923
      17      27,132       100,000    31,148      31,148         100,000     33,882      33,882
      18      29,539       100,000    35,081      35,081         100,000     38,270      38,270
      19      32,065       100,000    39,426      39,426         100,000     43,123      43,123
      20      34,719       100,000    44,228      44,228         100,000     48,503      48,503
      Age
      60      50,113       103,780    77,448      77,448         115,009     85,827      85,827
      65      69,760       161,984   132,773     132,773         180,696    148,112     148,112
      70      94,836       258,169   222,560     222,560         290,992    250,855     250,855
      75     126,839       395,024   369,181     369,181         450,575    421,098     421,098
</TABLE>
    

(1)  Assumes a $1,000.00 premium is paid at the beginning of each Contract 
Year.  Values will be different if premiums are paid with a different 
frequency or in different amounts.

(2)  Assumes that no Contract loans or partial surrenders have been made.  
Excessive loans or withdrawals may cause the VUL 1 contract to lapse because 
of insufficient Cash Surrender Value.

*  Based on (1) and (2) above, the Death Benefit Guarantee is in effect to 
Attained Age 71.  Therefore, the VUL 1 contract remains in force even though 
the Cash Surrender Value is zero.  The $1,000.00 premium illustrated is 
greater than the Death Benefit Guarantee Premium for this VUL 1 contract.

The hypothetical investment results are illustrative only, and should 
not be deemed a representation of past or future investment results.  Actual 
investment results may be more or less than those shown, and will depend on 
a number of factors, including the investment allocations by a Contract 
Owner, and the different investment returns for the Fund.  The Death Benefit,
Accumulated Value and Cash Surrender Value for a VUL 1 contract would be 
different from those shown above if the actual investment results applicable 
to the VUL 1 contract average 0% over a period of years, but also fluctuated 
above or below the average for individual Contract Years.  No representation 
can be made by us or by the Fund that these hypothetical returns can be 
achieved for any one year, or sustained over any one year, or sustained over 
any period of time.





<PAGE>
                                   APPENDIX D-2
                        DEFERRED ADMINISTRATIVE CHARGES
                          PER $1,000 OF FACE AMOUNT
                                 VUL 1 CONTRACTS


The following tables include the maximum Deferred Administrative Charge Per 
$1,000 of Face Amount that will apply under a VUL 1 contract. The specific 
maximum charge applicable to a VUL 1 contract at issuance can be determined 
from the attached tables based upon the initial Face Amount, the Insured's 
Attained Age at VUL 1 contract issuance, and, except for Insured's with an 
Attained Age under 20, whether the Insured is a smoker or nonsmoker. For an 
Insured with an Attained Age under 20, reference should be made to the 
column entitled "Standard" in each table, rather than to the columns 
entitled "Smoker" or "Nonsmoker".

In general, the maximum Deferred Administrative Charge applicable to a VUL 1 
contract will be determined from Table 1.  The lower maximum charges shown 
in Table 2 apply to VUL 1 contracts with a Face Amount that equals or 
exceeds $250,000 at issuance. Subsequent requested increases in Face Amount 
result in a total Face Amount that equals or exceeds $250,000 will qualify 
for the lower maximum charges shown in Table 2.

If the Face Amount is increased, an additional Deferred Administrative 
Charge will be calculated for the increase in an amount determined in the 
same manner as for the initial Face Amount, except that the Insured's 
Attained Age on the effective date of the increase and the resulting total 
Face Amount will be used.

The Deferred Administrative Charge does not apply to spouse riders.

As described in the Prospectus in the section entitled "CHARGES AND 
DEDUCTIONS--Accumulated Value Charges--Decrease Charge", the sum of the 
Deferred Administrative Charge and the Contingent Deferred Sales Charge will 
equal the Decrease Charge.


                                     TABLE 1
                       FACE AMOUNTS OF LESS THAN $250,000

                                Maximum Deferred
                 Administrative Charges Per $1,000 of Face Amount


     Attained Age at Date of Issuance      Standard
     or Effective Date of Requested     (Attained Age
     Increase, As Appropriate              under 20)     Smoker   Nonsmoker
     --------------------------------    ------------    ------   ---------

                   0-4                      $3.60
                   5-9                      $3.60
                 10-14                      $4.80
                 15-19                      $4.80
                 20-24                                    $6.00      $4.80
                 25-29                                    $6.00      $4.80
                 30-34                                    $7.20      $4.80
                 35-39                                    $7.20      $4.80
                 40-44                                    $7.20      $6.00
                 45-49                                    $8.40      $6.00
                 50-54                                    $8.40      $7.20
                 55-59                                    $8.40      $7.20
                 60-64                                    $8.40      $8.40
                 65-69                                    $8.40      $8.40
                 70-74                                    $8.40      $8.40
                 75-80                                    $8.40      $8.40


                                     TABLE 2
                         FACE AMOUNTS OF $250,000 OR MORE

                                Maximum Deferred
                 Administrative Charges Per $1,000 of Face Amount


     Attained Age at Date of Issuance      Standard
     or Effective Date of Requested     (Attained Age
     Increase, As Appropriate              under 20)     Smoker   Nonsmoker
     --------------------------------    ------------    ------   ---------

                   0-4                      $2.40
                   5-9                      $2.40
                 10-14                      $3.60
                 15-19                      $3.60
                 20-24                                    $4.80      $3.60
                 25-29                                    $4.80      $3.60
                 30-34                                    $6.00      $3.60
                 35-39                                    $6.00      $3.60
                 40-44                                    $6.00      $4.80
                 45-49                                    $6.00      $4.80
                 50-54                                    $6.00      $6.00
                 55-59                                    $6.00      $6.00
                 60-64                                    $6.00      $6.00
                 65-69                                    $6.00      $6.00
                 70-74                                    $6.00      $6.00
                 75-80                                    $6.00      $6.00


<PAGE>
                                 APPENDIX D-3

                   Initial Monthly Administrative Charges
                         Per $1,000 of Face Amount
                              VUL 1 Contracts

The following tables include the Initial Monthly Administrative Charge for 
$1,000 of Face Amount that will apply under a VUL 1 contract. The specific 
charge applicable to a VUL 1 contract at issuance can be determined from the 
attached tables based upon the initial Face Amount, the Insured's Attained 
Age at contract issuance, and, except for Insureds with an Attained Age 
under 20, reference should be made to the column entitled "Standard" in each 
table, rather than to the columns entitled "Smoker" or "Nonsmoker".

In general, the Initial Monthly Administrative Charge applicable to a VUL 1 
contract will be determined from Table 1. The lower charges shown in Table 2 
apply to contracts with a Face Amount that equals or exceeds $250,000 at 
issuance. Subsequent increases in Face Amount that result in a total Free 
Amount that equals or exceeds $250,000, will qualify for the lower charges 
shown in Table 2.

If the Face Amount is increased, an additional Initial Monthly 
Administrative Charge will be calculated for the increase in an amount 
determined in the same manner as for the initial Face Amount, except that 
the Insured's Attained Age on the effective date of the increase and the 
resulting total Face Amount will be used.

If a spouse rider providing life insurance benefits on the Insured's spouse 
is included in the original contract or added subsequently, an additional 
Initial Monthly Administrative Charge will be calculated for the spouse 
rider in an amount determined in the same manner as for the initial Face 
Amount, except that the spouse's Attained Age and smoker or nonsmoker status 
on the effective date of the rider will be used.  For a spouse with an 
Attained Age under 20, reference should be made to the column entitled 
"Standard", rather than to the columns entitled "Smoker" or "Nonsmoker". 
Spouse riders do not qualify for the lower rates in Table 2.




<PAGE>
                                     TABLE 1
                         FACE AMOUNTS OF LESS THAN $250,000

                      Initial Monthly Administrative Charges
                           Per $1,000 of Face Amount


     Attained Age at Date of Issuance     Standard
     or Effective Date of Requested     (Attained Age
     Increase, As Appropriate              under 20)     Smoker    Nonsmoker
     --------------------------------    ------------    ------    ---------

                   0-4                      $0.03
                   5-9                      $0.03
                 10-14                      $0.04
                 15-19                      $0.04
                 20-24                                    $0.05      $0.04
                 25-29                                    $0.05      $0.04
                 30-34                                    $0.06      $0.05
                 35-39                                    $0.06      $0.04
                 40-44                                    $0.06      $0.05
                 45-49                                    $0.07      $0.05
                 50-54                                    $0.07      $0.06
                 55-59                                    $0.07      $0.06
                 60-64                                    $0.07      $0.07
                 65-69                                    $0.07      $0.07
                 70-74                                    $0.07      $0.07
                 75-80                                    $0.07      $0.07



                                     TABLE 2
                         FACE AMOUNTS OF $250,000 OR MORE

                      Initial Monthly Administrative Charges
                           Per $1,000 of Face Amount


     Attained Age at Date of Issuance     Standard
     or Effective Date of Requested     (Attained Age
     Increase, As Appropriate              under 20)     Smoker    Nonsmoker
     --------------------------------    ------------    ------    ---------

                   0-4                      $0.02
                   5-9                      $0.02
                 10-14                      $0.03
                 15-19                      $0.03
                 20-24                                    $0.04      $0.03
                 25-29                                    $0.04      $0.03
                 30-34                                    $0.05      $0.03
                 35-39                                    $0.05      $0.03
                 40-44                                    $0.05      $0.04
                 45-49                                    $0.05      $0.04
                 50-54                                    $0.05      $0.05
                 55-59                                    $0.05      $0.05
                 60-64                                    $0.05      $0.05
                 65-69                                    $0.05      $0.05
                 70-74                                    $0.05      $0.05
                 75-80                                    $0.05      $0.05

<PAGE>
                                  Part II


                                 UNDERTAKINGS

Undertaking required by Section 26(e)(1) of the Investment Company Act of 
1940.

Lutheran Brotherhood hereby represents that, as to the flexible premium 
variable life contracts that are the subject of this registration statement, 
File Number 33-72386, 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.


                      CONTENTS OF REGISTRATION STATEMENT


This Post-Effective Amendment No. 7 Registration Statement comprises the 
following papers and documents:

The facing sheet.

The general form of Prospectus.

The undertaking pursuant to Rule 484 under the Securities Act of 1933.  (1)

Representations, descriptions, and undertakings pursuant to Rule 6e-3(T) 
under the Investment Company Act of 1940 (the "1940 Act).  (1)

The signatures (including Powers of Attorney).

Written consents of the following persons:

     Actuary - filed as Exhibit 6.  (1)
     Accountant - filed as Exhibit 10.  (1)
     Counsel - filed as Exhibit 11.  (1)

The following exhibits:

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


    A. (1)  Resolutions of Board of Directors of Lutheran Brotherhood ("LB") 
            establishing the LB Variable Insurance Account I ("the 
            Account").  (1)

       (2)  Not Applicable.

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

            (b)  Form of Agreement between LBSC and General Agent with 
                 respect to the sale of the Contracts.  (1)

            (c)  Form of Agreement between LBSC and Registered 
                 Representative with respect to the sale of the Contracts.  
                 (1)

            (d)  Schedules of sales commissions.  (1)

       (4)  Not Applicable.

       (5)  (a)  Form of Contract. 

                 (i)  Flexible Premium Variable Life Insurance Contract -
                         Form # W3-VC-VUL-1 (97).  (2)

                 (ii) Flexible Premium Variable Life Insurance Contract - 
                         Form # W2-BL-VUL-1   (1)

            (b)  Available Contract Riders.

                 (i)  Accidental Death Benefit Rider - 
                         Form # WR3-VA-ADB-1 (97)  (2)
                      Child Term Life Insurance Benefit Rider - 
                         Form # WR3-VC-CIB-1 (97)   (2)
                      Guaranteed Increase Option Benefit Rider - 
                         Form # WR3-VG-GIO-1 (97)   (2)
                      Cost of Living Benefit Rider - 
                         Form # WR3-VL-COL-1 (97)   (2)
                      Spouse Adjustable Term Life Insurance Benefit Rider - 
                         Form # WR3-VS-SIB-1 (97)   (2)
                      Waiver of Selected Amount Benefit Rider -
                         Form # WR3-VW-WSA-1 (97)   (2)
                      Accelerated Benefits Rider
                         Form # WR3-VX-ACCB-1 (97)   (2)
                      Aviation Exclusion Amendatory Agreement -
                         Form # U-UA-Amend.AVEX (97)   (2)
                      Armed Forces Aviation Exclusion Amendatory Agreement - 
                         Form # U-UF-Amend.AFAE (97)   (2)
                      Lutheran Charity Benefit Rider -
                         Form # LR3-KY-LCB-1 (97)   (2)
                      Survival Provision - Form L-KS-Amend.Surv.Pro (97) (2)
                      Primary Beneficiary Survival Provision - 
                         Form # L-KP-Amend.PBSP (97)   (2)

                 (ii)  Accidental Death Benefit Rider -
                         Form # WR2-BA-ADB-1   (1)
                       Child Term Life Insurance Benefit Rider -
                         Form # WR2-BC-CIB-1   (1)
                       Cost of Living Benefit Rider -
                         Form # WR2-BL-COL-1   (1)
                       Guaranteed Increase Option Benefit Rider -
                         Form # WR2-BG-GIO-1   (1)
                       Spouse Adjustable Term Life Insurance Benefit Rider - 
                         Form # WR2-BS-SIB-1   (1)
                       Waiver of Selected Amount Benefit Rider -
                         Form # WR2-BZ-WSA-1   (1)
                       Accelerated Benefits Rider - Form WR2-BX-ACCB-1   (1)
                       Amendatory Agreement - Form # W-BX-Amend.AVEX   (1)
                       Amendatory Agreement - Form # W-BR-Amend.AFAE   (1)
                       Amendatory Agreement - Form # W-BS-Amend.Surv Prov   
                          (1)
                       Amendatory Agreement - Form # W-BP-Amend.PBSP   (1)

       (6)  Articles of Incorporation and Bylaws of LB.  (1)

       (7)  Not Applicable.

       (8)  See Exhibit 1.A.(3)(a).  (1)

       (9)  Not Applicable.

       (10) Contract Application Form.  (1)

2.  Opinion of Counsel as to the legality of the securities being 
    registered.  (1)

3.  None.

4.  Not Applicable.

5.  Not Applicable.

6.  Actuarial Opinion and Consent.  (1)

7.  Not applicable.

8.  Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(ii) under the 1940 
    Act.  (1)

9.  Not applicable.

10. Accountant's Consent.  (1)

11. Counsel Consent.  (1)

12. Powers of Attorney.  (1)(3)
________________________________

(1)  Filed herewith.
(2)  Included in the Post-Effective Amendment No. 5 to the registration 
     statement on Form S-6, Registration No. 33-72386, filed by Registrant 
     February 28, 1997.
(3)  Included in the Post-Effective Amendment No. 4 to the registration 
     statement on Form S-6, Registration No. 33-72386, filed by Registrant 
     April 30, 1996.


<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 INSURANCE 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 28th 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          Herbert D. Ihle
     Richard W. Duesenberg        Richard Kessler
     Robert P. Gandrud            Judith K. Larsen
     Bobby I. Griffin             Luther S. Luedtke
     William R. Halling           John P. McDaniel
     James M. Hushagen            Mary Ellen H. Schmider

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>
                      LB VARIABLE INSURANCE ACCOUNT I

                              INDEX TO EXHIBITS


  Exhibit                             
  Number                  Exhibit     
  ---------               -------     

 1A(1)          Resolutions of Board of Directors of Lutheran Brotherhood 
                ("LB") establishing the LB Variable Insurance Account I 
                ("the Account").  

 1A(3)(a)       Distribution Agreement between Lutheran Brotherhood 
                Securities Corp. ("LBSC") and LB. 

 1A(3)(b)       Form of Agreement between LBSC and General Agent with 
                respect to the sale of the Contracts. 

 1A(3)(c)       Form of Agreement between LBSC and Registered Representative 
                with respect to the sale of the Contracts.

 1A(3)(d)       Schedules of sales commissions. 

 1A(5)(a)       Form of Contract. 

 1A(5)(a)(ii)   Flexible Premium Variable Life Insurance Contract - 
                Form # W2-BL-VUL-1   

 1A(5)(b)       Available Contract Riders.

 1A(5)(b)(ii)   Accidental Death Benefit Rider - Form # WR2-BA-ADB-1
                Child Term Life Insurance Benefit Rider -
                  Form # WR2-BC-CIB-1 
                Cost of Living Benefit Rider - Form # WR2-BL-COL-1 
                Guaranteed Increase Option Benefit Rider -
                  Form # WR2-BG-GIO-1 
                Spouse Adjustable Term Life Insurance Benefit Rider - 
                  Form # WR2-BS-SIB-1 
                Waiver of Selected Amount Benefit Rider -
                  Form # WR2-BZ-WSA-1 
                Accelerated Benefits Rider - Form WR2-BX-ACCB-1 
                Amendatory Agreement - Form # W-BX-Amend.AVEX  
                Amendatory Agreement - Form # W-BR-Amend.AFAE  
                Amendatory Agreement - Form # W-BS-Amend.Surv Prov  
                Amendatory Agreement - Form # W-BP-Amend.PBSP 

 1A(6)  Articles of Incorporation and Bylaws of LB. 

1A(10)  Contract Application Form. 

2       Opinion of Counsel as to the legality of the securities being 
        registered.  

6       Actuarial Opinion and Consent. 

8       Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(ii) under the 
        1940 Act.

10      Accountant's Consent.

11      Counsel Consent. 

12      Powers of Attorney. 














<PAGE>
625 Fourth Avenue South
Minneapolis, Minnesota  55415

[logo] LUTHERAN
       BROTHERHOOD                                           EXHIBIT 6

April 29, 1998

To Whom It May Concern:

This opinion is furnished in connection with the registration by Lutheran 
Brotherhood of a flexible premium variable life insurance contract 
("Contract") under the Securities Act of 1933.  The prospectus included in 
Post-Effective Amendment No. 7 to Registration Statement No. 33-72386 filed 
on Form S-6 for the Contract describes the Contract.  The form of the 
Contract was designed under my supervision, and I am familiar with the 
Registration Statement and Exhibits attached thereto.

In my opinion:

The illustration of Death Benefits, Accumulated Values and Cash Surrender 
Values included in the section entitled, "Illustration of Death Benefits, 
Accumulated Values and Cash Surrender Values" in Appendix A of the 
prospectus, based on the assumptions stated on the illustrations, are 
consistent with the provisions of the Contract.  The pricing of the Contract 
was not completed so as to make the relationship between premiums and 
benefits, as shown in the illustrations, appear more favorable to a 
prospective purchaser of the Contract for a male in the preferred class aged 
35, than to prospective purchasers of the Contract for other premium 
classes, for other ages, or for females.

The illustration of Death Benefits, Accumulated Values and Cash Surrender 
Values included in the section entitled, "Illustration of Death Benefits, 
Accumulated Values and Cash Surrender Values" in Appendix D of the 
prospectus, based on the assumptions stated on the illustrations, are 
consistent with the provisions of the Contract.  The pricing of the Contract 
was not completed so as to make the relationship between premiums and 
benefits, as shown in the illustrations, appear more favorable to a 
prospective purchaser of the Contract for a nonsmoker male aged 35, than to 
prospective purchasers of the Contract for other premium classes, for other 
ages, or for females.

I hereby consent to the use of this opinion as an exhibit to the 
Registration Statement and to the reference to my name under the heading 
"EXPERTS" in the Prospectus.

Sincerely,


/s/ Kenneth A. Dahlberg
Kenneth A. Dahlberg, FSA, MAAA
Managing Actuary

KAD:JMO\#20644



<PAGE>

                                                                 EXHIBIT 10

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this 
Post-Effective Amendment No. 7 to the registration statement on Form S-6 
(the "Registration Statement") of our report dated March 20, 1998, relating 
to the financial statements of LB Variable Insurance Account I which appears 
in such Prospectus.  We also consent to the reference to us under the 
heading "Experts" in such Prospectus.

We also consent to the use in such Prospectus of our report dated March 12, 
1998, relating to the financial statements of Lutheran Brotherhood which 
appears in such Prospectus.

/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP
Minneapolis, Minnesota
April 28, 1998



#20645



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

[logo] LUTHERAN
       BROTHERHOOD                                            EXHIBIT 11

       James M. Odland
       Assistant Vice President
       Law Division

April 29, 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 S-6 
(File No. 33-72386), of LB Variable Insurance Account I.

Very truly yours,


/s/ James M. Odland
James M. Odland

JMO:jkr\#20646




<PAGE>
                                                                EXHIBIT 12



                              LUTHERAN BROTHERHOOD

                         LB VARIABLE INSURANCE 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 INSURANCE 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 S-6 
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 O. BLOMQUIST                    Director
- -------------------------------
Robert O. Blomquist



<PAGE>


                              LUTHERAN BROTHERHOOD

                         LB VARIABLE INSURANCE 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 INSURANCE 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 S-6 
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>


                              LUTHERAN BROTHERHOOD

                         LB VARIABLE INSURANCE 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 INSURANCE 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 S-6 
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>


                              LUTHERAN BROTHERHOOD

                         LB VARIABLE INSURANCE 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 INSURANCE 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 S-6 
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>


                              LUTHERAN BROTHERHOOD

                         LB VARIABLE INSURANCE 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 INSURANCE 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 S-6 
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>


                              LUTHERAN BROTHERHOOD

                         LB VARIABLE INSURANCE 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 INSURANCE 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 S-6 
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>


                              LUTHERAN BROTHERHOOD

                         LB VARIABLE INSURANCE 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 INSURANCE 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 S-6 
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>


                              LUTHERAN BROTHERHOOD

                         LB VARIABLE INSURANCE 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 INSURANCE 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 S-6 
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 P. MCDANIEL                      Director
- -------------------------------
John P. McDaniel


<PAGE>


                              LUTHERAN BROTHERHOOD

                         LB VARIABLE INSURANCE 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 INSURANCE 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 S-6 
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 INSURANCE 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 INSURANCE 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 S-6 
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








#20772


<PAGE>
                                                             EXHIBIT 1.A(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


                             LUTHERAN BROTHERHOOD

                                  RESOLUTION
                                  ----------

          WHEREAS, the Society desires to develop, sell and administer 
flexible premium variable life insurance contracts, and

          WHEREAS, the Society desires to establish such separate accounts 
as may be necessary and appropriate for the Society's planned flexible 
premium variable life insurance 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 Insurance Account I" (the "Account"), for assets to be held and 
applied exclusively for the benefit of the holders of flexible premium 
variable life insurance contracts issued by the Society and designated by 
the Society as contracts under which the dollar amount of 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 on
Form N-8A and N-8B2, respectively, or other applicable forms, 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 on 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 S-6, or other applicable form, for the 
registration under the Securities Act of 1933, as amended (the "1933 Act"), 
of flexible premium variable life insurance 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.



#20759


<PAGE>
                                                            EXHIBIT 1.A3(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 Insurance 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 life insurance contracts 
("Contracts"), to commence after the effectiveness of the Registration 
Statement relating thereto filed with the Securities and Exchange Commission 
on Form S-6 pursuant to the Securities Act of 1933, as amended (the "1933 
Act"); and

       WHEREAS, the Variable Account will be registered as a unit investment 
trust under the Investment Company Act of 1940 (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, 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 commissions
             paid 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 
                                           ---------------------------------



#20760


<PAGE>
                                                         EXHIBIT  1. A(3)(b)
                                                         -------------------


                           GENERAL AGENT'S AGREEMENT
                           -------------------------


        AGREEMENT dated __________________, by and between Lutheran 
Brotherhood Securities Corp. hereinafter referred to as "LBSC", a 
Pennsylvania corporation, and _____________________ hereinafter referred 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 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 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 or 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 retain the ultimate right to
               control the sale of the Contracts and that 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 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 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 except for
               the 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 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, 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.  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 LBSC or the Companies and shall be
               returned to LBSC or 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 LBSC or 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 LBSC or 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 of 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 are 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(1) herein, General Agent will forfeit all
               compensation and any other payments which have otherwise been
               vested or reserved to General Agent by this or any previous
               or related Agreement, if this Agreement terminates and any of
               the following events have occurred or subsequently occur:

               (a)    General Agent engages in any form of rebating,
                      directly or indirectly, or if General Agent defaults
                      in the payment to 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
                      their 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 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)

#20761


<PAGE>
                                                         EXHIBIT 1. A(3)(c)
                                                         -------------------

                   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/or 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 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", whichever is appropriate.
               Registered Representative acknowledges that the Companies
               retain the ultimate right to control the sale of the
               Contracts and that 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 the 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 of 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 owners 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 are 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(1) herein, Registered Representative will forfeit
               all compensation and any other payments which have otherwise
               been vested or reserved to Registered Representative by this
               or any previous or related Agreement, if this Agreement
               terminates and any of the following events have occurred or
               subsequently occur:

               (a)   Registered Representative engages in any form of
                     rebating, directly or indirectly, or if Registered
                     Representative defaults in the payment to 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 their 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 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)


#20762


<PAGE>
                                                        EXHIBIT 1. A(3)(d)














                        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





#20763


</TABLE>

<PAGE>
                                                            EXHIBIT 1.A5(a)


                                           Standard face page with Return of
                                           Investment Experience provision
       LUTHERAN
[LOGO] BROTHERHOOD
       A Fraternal Benefit Society                          FLEXIBLE PREMIUM
       Minneapolis, Minnesota 55415                  VARIABLE LIFE INSURANCE
============================================================================
*  This is a legal contract between you and Lutheran Brotherhood.  We accept
   the Insured as a member.  We issue this contract based on the Application
   signed by the applicant and the payment of the initial premium.  We will
   pay you the Maturity Proceeds if the Insured is living on the Maturity
*  Date (see page 3).  We will pay the Death Proceeds (see Section 2.4) to
*  the beneficiary upon receiving proof that the death of the Insured
   occurred before the Maturity Date.  Maturity Proceeds and Death Proceeds
   will be paid according to the provisions of this contract.

   THE AMOUNT OR DURATION OF THE DEATH BENEFIT MAY VARY WITH THE ACCUMULATED
   VALUE.  AS LONG AS THIS CONTRACT REMAINS IN FORCE AND THERE IS NO DEBT OR
   UNPAID MONTHLY DEDUCTIONS, THE DEATH PROCEEDS WILL ALWAYS BE AT LEAST
   EQUAL TO THE FACE AMOUNT.  IF YOU MEET THE DEATH BENEFIT GUARANTEE
*  REQUIREMENT (SEE SECTION 4.6), THIS CONTRACT WILL REMAIN IN FORCE AT
*  LEAST UNTIL THE DEATH BENEFIT GUARANTEE TERMINATION DATE SHOWN ON PAGE 3.

   THE ACCUMULATED VALUE MAY INCREASE OR DECREASE DAILY BASED ON THE
   INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT.

*  RIGHT TO CANCEL.  PLEASE READ THIS CONTRACT CAREFULLY.  You may cancel
   the contract before midnight of the latest of:  (1) The 10th day after
   you first receive it;  (2) The 45th day after you complete Part I of the
   Application; and  (3) The 10th day after a notice of withdrawal right is
*  mailed or delivered to you.  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 is 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 notice of cancellation and the returned contract, we will
   refund the sum of:  (1) The Accumulated Value on the day the contract is
   first received by us or our representative;  (2) The Premium Payment
   Charges and Percent of Premium Charges deducted;  (3) The Monthly
   Deductions made; and  (4) The amount attributable to this contract for
   the risk charges and taxes, if any, deducted from the Variable Account
   and for advisory fees charged against the net asset value in the Fund
   portfolios.


   Death Proceeds payable at death prior to Maturity Date.
   Adjustable death benefit.
   Flexible premiums.
   Return on investments reflected in contract benefits.
*  Annual dividends payable if earned.
   Settlement options to provide retirement income.


Signed for the Society at Minneapolis, Minnesota
- ----------------------------------------------------------------------------
President  /s/ROBERT P. GANDRUD [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------
Secretary  /s/DAVID J. LARSON [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
============================================================================

INSURED:   JOHN DOE                        AGE:   35       SEX:   MALE

   CONTRACT NUMBER:   LV1234567            DATE OF ISSUE:   OCTOBER 1, 1993

   INITIAL FACE AMOUNT:   $50,000


CONTRACT NUMBER:  LV1234567
- ----------------------------------------------------------------------------
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 and Reinstatement
Section   5    Insurance Coverage
Section   6    Accumulated Value and Surrender Provisions
Section   7    Monthly Deduction
Section   8    Loans
Section   9    Variable Account and Unit Value
Section   10   Exchange of Contract
Section   11   Beneficiary
Section   12   Settlement Provisions
Section   13   Dividends
               Additional Benefits, Amendments, Application

- ----------------------------------------------------------------------------
INDEX
- ----------------------------------------------------------------------------
                                                                     Section
   Accumulated Value ....................................................  6
   Allocation of Net Premiums ...........................................  9
   Annual Report ........................................................  2
   Assignment ...........................................................  3
   Beneficiary .......................................................... 11
   Cash Surrender Value .................................................  6
   Change of Death Benefit Option .......................................  5
   Change of Investment Policy ..........................................  9
   Continuation of Insurance ............................................  6
   Cost of Insurance ....................................................  7
   Death Benefit ........................................................  5
   Death Benefit Guarantee ..............................................  4
   Death Benefit Guarantee Premium ......................................  4
   Death Benefit Guarantee Requirement ..................................  4
   Death Proceeds .......................................................  2
   Decrease Charge ......................................................  7
   Decrease in Face Amount ..............................................  5
   Deferment ............................................................  2
   Dividends ............................................................ 13
   Entire Contract ......................................................  2
   Exchange Privilege ................................................... 10
   General Account ......................................................  9
   Grace Period .........................................................  4
   Incontestability .....................................................  2
   Increase in Face Amount ..............................................  5
   Loan Account .........................................................  8
   Loans ................................................................  8
*  Maintenance of Solvency ..............................................  2
   Maturity Proceeds ....................................................  2
*  Membership ...........................................................  3
   Misstatement of Age or Sex ...........................................  2
   Monthly Deduction ....................................................  7
   Net Premium ..........................................................  4
   Ownership ............................................................  3
   Premium in Default and Grace Period ..................................  4
   Premiums .............................................................  4
   Reinstatement ........................................................  4
   Settlement Options ................................................... 12
   Suicide ..............................................................  2
   Surrender ............................................................  6
     Cash Surrender Value ...............................................  6
     Partial Surrender ..................................................  6
     Full Surrender .....................................................  6
   Termination ..........................................................  2
   Transfer Among Subaccounts ...........................................  9
   Unit Value ...........................................................  9
   Variable Account .....................................................  9

<PAGE>
                                      Adult VUL (Issue ages GREATER THAN 20)
                                      with no Additional Benefits

       LUTHERAN                         For information about this contract,
[LOGO] BROTHERHOOD                      consult your Lutheran Brotherhood
       625 Fourth Avenue South          Representative or write to us at our
       Minneapolis, Minnesota 55415     home office.
============================================================================
CONTRACT SCHEDULE                                                   PLANNED
                                                                     ANNUAL
                                                                    PREMIUM
   BASIC BENEFIT
     FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE                     $1,000.00
       PREMIUMS PAYABLE TO THE CONTRACT ANNIVERSARY AFTER AGE 96
       MATURITY DATE:  OCTOBER 1, 2054
       PREMIUM CLASS:  NONSMOKER


   COVERAGE MAY TERMINATE PRIOR TO MATURITY DATE.  ACCUMULATED VALUES DEPEND
   ON INVESTMENT PERFORMANCE OF THE VARIABLE ACCOUNT AND, EXCEPT AS PROVIDED
*  BY PAYMENT OF THE DEATH BENEFIT GUARANTEE PREMIUM (SEE SECTION 4.6),
   COVERAGE WILL TERMINATE IF THE CASH SURRENDER VALUE IS LESS THAN THE
   MONTHLY DEDUCTION REQUIRED.  INVESTMENT PERFORMANCE OR PAYMENT OF PLANNED
   ANNUAL PREMIUMS MAY NOT BE SUFFICIENT TO CONTINUE COVERAGE TO MATURITY
   DATE.
- ----------------------------------------------------------------------------
   DEATH BENEFIT OPTION                   B  (SEE SECTION 5.1)
   LOAN INTEREST RATE                     7.40 % PER YEAR PAYABLE IN ADVANCE
*  DEATH BENEFIT GUARANTEE              * SEE SECTION 4.6
*  PREMIUM                              * $35.03  PER MONTH
*  TERMINATION DATE                       CONTRACT ANNIVERSARY AFTER AGE 71
- ----------------------------------------------------------------------------

INSURED:  JOHN DOE                         AGE:  35      SEX:  MALE

CONTRACT NUMBER:   LV1234567               DATE OF ISSUE:   OCTOBER 1, 1993

INITIAL FACE AMOUNT:   $50,000

<PAGE>

Date of Issue:   OCTOBER 1, 1993                Contract Number:   LV1234567
INSURED:   JOHN DOE
AGE:   35             SEX:   MALE                           FLEXIBLE PREMIUM
INITIAL FACE AMOUNT:   $50,000                       VARIABLE LIFE INSURANCE
============================================================================

                              CONTRACT CHARGES

MONTHLY ADMINISTRATIVE CHARGES
  BASIC CHARGE                   $4.00 PER MONTH
  INITIAL CHARGE                 $0.04 PER $1,000 OF FACE AMOUNT, CHARGED
                                 IN FIRST 120 MONTHLY DEDUCTIONS ONLY
PARTIAL SURRENDER CHARGE         $25.00 OR 2% OF AMOUNT SURRENDERED, IF LESS
PERCENT OF PREMIUM CHARGE        5.0% OF EACH PREMIUM

                                  CURRENT CHARGE           MAXIMUM CHARGE
PREMIUM PROCESSING CHARGE
  AUTOMATIC PAYMENT PLANS        $ 0.50 PER PAYMENT      $ 1.00 PER PAYMENT
  ALL OTHER PAYMENTS             $ 1.00 PER PAYMENT      $ 2.00 PER PAYMENT
TRANSFER CHARGE                  $10.00 PER TRANSFER     $20.00 PER TRANSFER
  (FOR EACH TRANSFER IN EXCESS
   OF TWO IN A CONTRACT YEAR)

CURRENT PREMIUM PROCESSING CHARGES AND TRANSFER CHARGES ARE SUBJECT TO 
CHANGE.  HOWEVER, THESE CHARGES WILL NEVER EXCEED THE MAXIMUM CHARGES SHOWN 
ABOVE.  YOU WILL BE NOTIFIED OF ANY CHANGE IN CURRENT CHARGES.

                             DECREASE CHARGE#
                                                         MAXIMUM
           BEGINNING OF           DEFERRED              CONTINGENT
             CONTRACT          ADMINISTRATIVE            DEFERRED
               YEAR                CHARGE              SALES CHARGE

                 1              $   238.00              $   90.00
                 2                  214.00                  90.00
                 3                  190.00                  90.00
                 4                  166.00                  90.00
                 5                  142.00                  90.00

                 6                  118.00                  88.50
                 7                   94.00                  70.50
                 8                   70.00                  52.50
                 9                   46.00                  34.50
                10                   22.00                  16.50
            THEREAFTER                0.00                   0.00

# DECREASE CHARGE IF THE INITIAL FACE AMOUNT IS DECREASED.  DEFERRED 
ADMINISTRATIVE CHARGE REDUCES BY  $2.00 ON EACH MONTHLY ANNIVERSARY THAT THE 
CONTRACT IS IN FORCE.  BEGINNING IN CONTRACT YEAR 6, THE MAXIMUM CONTINGENT 
DEFERRED SALES CHARGE REDUCES ON EACH MONTHLY ANNIVERSARY THAT THE CONTRACT 
IS IN FORCE.  ADDITIONAL DECREASE CHARGES WILL APPLY TO INCREASES IN FACE 
AMOUNT.

                                                      INITIAL MONTHLY
               BEGINNING                   COST OF     ADMINISTRATIVE
              ON CONTRACT     ATTAINED    INSURANCE      CHARGE FOR
              ANNIVERSARY        AGE        RATE*        INCREASES#
                 OCT 1,
                  1993            35      $  0.14         $  0.04
                  1994            36         0.15            0.04
                  1995            37         0.16            0.04
                  1996            38         0.17            0.04
                  1997            39         0.18            0.04
                  1998            40         0.19            0.05
                  1999            41         0.21            0.05
                  2000            42         0.22            0.05
                  2001            43         0.24            0.05
                  2002            44         0.26            0.05

                  2003            45         0.28            0.05
                  2004            46         0.31            0.05
                  2005            47         0.33            0.05
                  2006            48         0.36            0.05
                  2007            49         0.39            0.05
                  2008            50         0.42            0.06
                  2009            51         0.46            0.06
                  2010            52         0.51            0.06
                  2011            53         0.56            0.06
                  2012            54         0.62            0.06

                  2013            55         0.68            0.06
                  2014            56         0.75            0.06
                  2015            57         0.82            0.06
                  2016            58         0.91            0.06
                  2017            59         1.00            0.06
                  2018            60         1.10            0.07
                  2019            61         1.22            0.07
                  2020            62         1.35            0.07
                  2021            63         1.50            0.07
                  2022            64         1.67            0.07

                  2023            65         1.85            0.07
                  2024            66         2.05            0.07
                  2025            67         2.26            0.07
                  2026            68         2.49            0.07
                  2027            69         2.74            0.07
                  2028            70         3.03            0.07
                  2029            71         3.36            0.07
                  2030            72         3.74            0.07
                  2031            73         4.17            0.07
                  2032            74         4.64            0.07

                  2033            75         5.15            0.07
                  2034            76         5.68            0.07
                  2035            77         6.24            0.07
                  2036            78         6.82            0.07
                  2037            79         7.46            0.07
                  2038            80         8.15
                  2039            81         8.93
                  2040            82         9.81
                  2041            83        10.79
                  2042            84        11.84

                  2043            85        12.95
                  2044            86        14.09
                  2045            87        15.26
                  2046            88        16.44
                  2047            89        17.65
                  2048            90        18.92
                  2049            91        20.26
                  2050            92        21.73
                  2051            93        23.47
                  2052            94        25.81

                  2053            95        29.32

*  MAXIMUM MONTHLY COST PER $1,000 INSURANCE FOR NONSMOKER PREMIUM CLASS,
   BASED ON COMMISSIONERS 1980 STANDARD ORDINARY MORTALITY TABLE FOR
   NONSMOKERS.

#  MONTHLY CHARGE PER $1,000 OF INCREASE IN FACE AMOUNT UNDER SECTION 5.3 OR
   UNDER ANY GUARANTEED INCREASE OPTION BENEFIT RIDER, CHARGED ONLY IN THE
   FIRST 120 MONTHLY DEDUCTIONS ON OR AFTER THE EFFECTIVE DATE OF THE
   INCREASE.


            VARIABLE ACCOUNT INFORMATION

*           Investment Company -- LB Series Fund, Inc.

*           Variable Account -- LB Variable Insurance Account I

*           Each subaccount of the LB Variable Insurance Account I invests
*           in a specific portfolio of the 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 0.04% of the
*           aggregate average daily net assets of the LB Series Fund, Inc.

            For a complete description of the Variable Account and the
*           designated portfolios, please refer to the current prospectus
*           for the LB Series Fund, Inc.


                                                 CONTRACT NUMBER:  LV1234567
============================================================================
   1.   DEFINITIONS
============================================================================
   APPLICATION.  The application(s) and all amendments and supplements.

   ATTAINED AGE.  Attained Age on any day is the age last birthday of the
   Insured on the Contract Anniversary on or immediately prior to that day.

   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 DATE.  The latest of  (1) The Date of Issue;  (2) The date we
   receive at our Home Office the first premium payment on this contract;
   and  (3) Any other date agreed upon by you and us.

   CONTRACT MONTH.  The period from one Monthly Anniversary to the next
   Monthly Anniversary.

   CONTRACT YEAR.  The first Contract Year begins on the Date of Issue and
   continues until the end of the period for which the 12th Monthly
   Deduction is made.  Thereafter, Contract Years are successive periods
   during which 12 Monthly Deductions are made, each year beginning at the
   end of the prior Contract Year and continuing to the end of the period
   for which the 12th deduction is made.

   DEBT.  All unpaid contract loans less any unearned interest.

   INCREASE YEAR.  An Increase Year begins on the effective date of each
   increase in Face Amount according to Section 5.3 and continues until the
   end of the period for which the 12th Monthly Deduction on or after the
   effective date of the increase is made.  Thereafter, Increase Years are
   successive periods during which 12 Monthly Deductions are made, each year
   beginning at the end of the prior Increase Year and continuing to the end
   of the period for which the 12th deduction is made.

   INSURED.  The person named as Insured on page 3.

   MONTHLY ANNIVERSARY.  The same day for months after issue as in the Date
   of Issue.

   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 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.

*  WE, OUR, US, SOCIETY.  Lutheran Brotherhood.

   WRITTEN NOTICE.  A written request signed by you and received by us at
   our Home Office in Minneapolis, Minnesota.

   YOU, YOUR, YOURS.  The owner of this contract.


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

           1)  This contract including any attached riders or amendments;

*          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   MATURITY PROCEEDS.  The amount payable if the Insured is living on
         the Maturity Date will be the Accumulated Value less the sum of:

           1)  Any Debt; and

           2)  The amount, if any, needed to cover Monthly Deductions
               through the Maturity Date.

   2.4   DEATH PROCEEDS.  The amount payable on the Insured's death before
         the Maturity Date will be the sum, on the date of death, of:

           1)  The Death Benefit (see Section 5.1); and

           2)  Any insurance on the Insured's life provided by Additional
               Benefits in this contract;

         Less the sum of:

           3)  Any Debt; and

           4)  The amount, if any, needed to cover Monthly Deductions
               through the month of death.

   2.5   EXCLUSION: SUICIDE.  If the Insured dies by suicide, while sane or
         insane, within two years after the Date of Issue, the Death
         Proceeds of this contract are limited to premiums paid less the sum
         of:

           1)  Any Debt; and

           2)  Any Partial Surrenders.

         If the Insured dies by suicide, while sane or insane, within two
         years after the effective date of an increase in Face Amount
         according to Section 5.3, the Death Proceeds with respect to the
         increase are limited to the Cost of Insurance for the increase (see
         Section 7.2) plus the Initial Monthly Administrative Charge for the
         increase included in any Monthly Deduction(s) made.

   2.6   STATEMENTS IN THE APPLICATION.  We will not use any statement to
         contest a claim or to have this contract declared invalid unless
         the statement is contained in the Application.  All statements made
         in the Application are representations, not warranties.

   2.7   INCONTESTABILITY.  We will not contest the validity of this
         contract after it has been in force during the Insured's lifetime
         for two years from the Date of Issue except for any provisions
         granting benefits in the event of total disability.

         If the Face Amount is increased according to Section 5.3, this
         provision will apply to the increase from its effective date with
         regard to statements made in the application for the increase.
         This provision will apply from the date this contract is reinstated
         with regard to statements made in the application for
         reinstatement.

   2.8   MISSTATEMENT OF AGE OR SEX.  If the Insured's age or sex has been
*        misstated, any contract values will be adjusted to the amounts that
*        would have been provided based on the correct age and sex, using
*        the ratio of the most recent Cost of Insurance Rates applied on
*        this contract to the current rates based on the correct age and
*        sex.

   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 benefits
*        provided through the General Account.  These benefits 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.  Death Proceeds will normally be paid within 7 days
         after we receive at our Home Office due proof of the Insured's
         death and all other requirements necessary for us to make payment
         Maturity Proceeds will normally be paid within 7 days of the
         Maturity Date.  The Cash Surrender Value, Partial Surrenders and
         contract loans will normally be paid within 7 days after we receive
         Written Notice of surrender or loan.  However, we may defer payment
         of Maturity Proceeds, any loan or surrender and any portion of the
         Death Benefit in excess of the Face Amount while:

           1)  The New York Stock Exchange is closed for trading; or

           2)  The SEC requires that trading be restricted or declares an
               emergency.

   2.12  RESERVATION OF RIGHTS.  To the extent permitted or required by law
         (including SEC rules under the Investment Company Act of 1940), we
         reserve the right to eliminate or modify:

           1)  The withdrawal rights provided in the Right to Cancel
               provision (page 1) and in Section 5.4; and

           2)  The exchange rights provided in Sections 10.1 and 10.2.

   2.13  ANNUAL REPORT.  We will mail you a statement of the value of this
         contract within 30 days after each Contract Anniversary.
         The report will show the Accumulated Value, Cash Surrender Value,
         Death Benefit, all payments and deductions since the last report
         and any outstanding Debt.  Any further information required by law
         will also be given to you.

   2.14  TERMINATION.  This contract will terminate on the earliest of:

           1)  The date of death of the Insured;

           2)  The Maturity Date;

           3)  The end of the grace period if the premium required to keep
               this contract in force has not been paid;

           4)  The date you surrender this contract; and

           5)  The date this contract terminates from excess loan under
               Section 8.5.


============================================================================
   3.   MEMBERSHIP AND OWNERSHIP
============================================================================
   3.1   MEMBERSHIP.  The Insured is an adult member of the Society upon
*        reaching age 16.  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 Insured is the owner unless another owner is named
*        in the Application.  Ownership may be changed through assignment.
*        While the Insured is living, the owner may exercise all rights set
*        out in this contract.  The owner has no membership rights unless
*        the owner is the Insured.

   3.3   ASSIGNMENT.  You may assign this contract.  We are not bound by the
         assignment unless it is in writing and filed at our Home Office.
         We are not responsible for the validity or effect of any
         assignment.  Any Debt on this contract will have prior claim over
         any assignment.


============================================================================
   4.   PREMIUMS AND REINSTATEMENT
============================================================================
   4.1   PREMIUM PAYMENTS.  The amount of the Planned Annual Premium is
         shown on page 3.  The initial premium is due and payable on the
         Date of Issue.

         You may pay more or less than the Planned Annual Premium in any
         Contract Year.  However, except as provided in Section 4.6, to
         continue the contract in force on each Monthly Anniversary the Cash
         Surrender Value must be sufficient to cover the Monthly Deduction.
         Premiums may be paid at any time before the Maturity Date and in
         any amount, subject to Section 4.3 Cumulative Premium Limit.

         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.

   4.2   NET PREMIUM.  The Net Premium is the portion of each premium which
         is applied to the subaccounts of the Variable Account.  The Net
         Premium is equal to the premium paid less the sum of:

           1)  The Percent of Premium Charge applied to the premium paid.
               The Percent of Premium Charge is shown on page 4; and

           2)  The Premium Processing Charge.  We reserve the right to
               change the amount of this charge.  However, the Premium
               Processing Charge will never exceed the maximum charge shown
               on page 4.

   4.3   CUMULATIVE PREMIUM LIMIT.  The Internal Revenue Code provides for
         exclusion of the Death Benefit from gross income.  To qualify for
         the exclusion, total premium payments must not exceed the limit
         stated in the Code.  The portion of any premiums paid in excess of
         that limit will be refunded to you.

   4.4   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.

   4.5   PREMIUM IN DEFAULT AND GRACE PERIOD.  If the Death Benefit
         Guarantee is not in effect under Section 4.6, a premium is in
         default on a Monthly Anniversary if the Cash Surrender Value is
         less than the Monthly Deduction to be made on that day.  Notice of
         the premium required to keep this contract in force will be mailed
         to you at the address last known to us.  You will have a grace
         period of 61 days after the date we mail the notice in which to pay
         the premium required.  This contract will remain in force during
         the grace period, but not beyond the Maturity Date.  Any
*        accumulated value in the subaccounts for this contract will be
*        transferred to the General Account until we receive the required
         premium.  If the required premium is paid within the grace period,
*        any accumulated value for this contract in the General Account but
*        not in the Loan Account will be transferred back to the subaccounts
*        on the date we receive the premium and we will deduct any Monthly
         Deductions not made while a premium was in default.  Otherwise,
         this contract will terminate without value at the end of the grace
         period.

   4.6   DEATH BENEFIT GUARANTEE.  The Death Benefit Guarantee protects
         against premium default due to investment experience.  If, on a
         Monthly Anniversary:

           1)  The Death Benefit Guarantee Requirement is met; and

           2)  The Death Benefit Guarantee has not terminated;

         then no premium will be in default even if the Cash Surrender Value
         is less than the Monthly Deduction to be made on that day.  If the
         Cash Surrender Value is less than the Monthly Deduction, the
         deduction made will not exceed the Accumulated Value less any Debt
         and we will pay the balance of the Monthly Deduction.

   4.6a  DEATH BENEFIT GUARANTEE REQUIREMENT.  On any Monthly Anniversary,
         the Death Benefit Guarantee Requirement is met if the sum of
         premiums paid less any Partial Surrenders and any unpaid contract
         loans is greater than or equal to the sum of Death Benefit
         Guarantee Premiums from the Date of Issue through that Monthly
         Anniversary.

         However, if the Death Benefit Guarantee Requirement is not met on a
         Monthly Anniversary but the Cash Surrender Value less any unearned
         interest is greater than or equal to the sum of Death Benefit
         Guarantee Premiums from the Date of Issue through that Monthly
         Anniversary, then the sum of premiums paid as used above will be
         deemed to increase to the amount necessary to meet the Death
         Benefit Guarantee Requirement.

         In addition, a portion of any Partial Surrender or contract loan
         may be excluded when determining if the Death Benefit Guarantee
         Requirement is met.  The amount excluded is calculated on the date
         of the Partial Surrender or contract loan and is equal to the
         lesser of:

           1)  The amount of Partial Surrender or unpaid contract loan; and

           2)  The excess, if any, of the Cash Surrender Value less unearned
               interest on any unpaid contract loans over the greater of (a)
               and (b) where:

                 a)  Is the sum of premiums paid less the amount of any
                     Partial Surrenders and unpaid contract loans not
                     previously excluded when determining if the Death
                     Benefit Guarantee Requirement was met; and

                 b)  Is the sum of Death Benefit Guarantee Premiums from the
                     Date of Issue through the Monthly Anniversary on or
                     next after the date of Partial Surrender or contract
                     loan.

   4.6b  DEATH BENEFIT GUARANTEE PREMIUM.  The Death Benefit Guarantee
         Premium on the Date of Issue is shown on page 3.  If the Death
         Benefit Guarantee has not terminated, a new Death Benefit Guarantee
         Premium will be determined whenever:

           1)  The Death Benefit Option is changed;

           2)  The Face Amount is increased or decreased (An increase in
               Face Amount according to Section 5.3 may also result in a new
               Death Benefit Guarantee Termination Date.);

           3)  The Premium Class is changed; or

           4)  Additional Benefits are increased, decreased, or added to or
               deleted from this contract.

         The new Death Benefit Guarantee Premium will be shown on the
         supplemental contract schedule that we will mail to you.  For
         purposes of the Death Benefit Guarantee Requirement, the Death
         Benefit Guarantee Premium will be zero for any Monthly Anniversary
         that a premium is credited to this contract under a disability
         waiver benefit rider.

   4.6c  TERMINATION OF DEATH BENEFIT GUARANTEE.  The Death Benefit
         Guarantee will terminate on the earlier of:

           1)  Any Monthly Anniversary that the Death Benefit Guarantee
               Requirement is not met; and

*          2)  The Death Benefit Guarantee Termination Date shown on page 3.

         In the event of termination under (1), we will mail to you at the
         address last known to us a notice of the premium needed to meet the
         Death Benefit Guarantee Requirement and reinstate the Death Benefit
         Guarantee.  If this amount is not received at our Home Office
         within 31 days after the date we mail the notice, the Death Benefit
         Guarantee cannot be reinstated.

   4.7   REINSTATEMENT.  This contract may be reinstated within five years
         after the end of the grace period but before the Maturity Date,
         unless it has been surrendered.  To reinstate we require:

           1)  Evidence of insurability which meets our standards;

           2)  Payment to cover the Monthly Deductions that were not made
               during the grace period;

           3)  Payment of an amount to keep the contract in force for at
               least two months, based on unit values on the date of
               reinstatement; and

           4)  Payment or reinstatement of all Debt existing at the end of
               the grade period.

         The effective date of a reinstatement is the date the application
         for reinstatement is approved by us.  The Accumulated Value on that
         date will be the sum of:

           1)  The accumulated values for this contract which were
               transferred to the General Account at the time of premium
               default (see Section 4.5);

           2)  Any accumulated value for this contract in the Loan Account;
               and

           3)  The accumulated values provided by the payment made to
               reinstate;

         Less the sum of:

           4)  Monthly Deductions that were not made during the grace
               period; and

           5)  The Monthly Deduction made on the date of reinstatement.

*        The Decrease Charge on the date of reinstatement will be equal to
*        the Decrease Charge at the end of the grace period when this
*        contract terminated.  Section 2.7 Incontestability will apply from
*        the date the contract is reinstated with regard to statements made
         in the application for reinstatement.  The Death Benefit Guarantee
         cannot be reinstated under this provision.


============================================================================
   5.   INSURANCE COVERAGE
============================================================================
   5.1   DEATH BENEFIT.  We will pay the Death Benefit to the beneficiary
         upon receiving proof that the death of the Insured occurred before
         the Maturity Date.  It is payable as part of the Death Proceeds.
         The benefit is determined as follows:

           1)  OPTION A.  The Death Benefit on any day is the greater of:

                 a)  The sum of the Face Amount and the Accumulated Value;
                     and

                 b)  The Accumulated Value multiplied by the Factor for the
                     Attained Age on that day (see Table of Factors).

           2)  OPTION B.  The Death Benefit on any day is the greater of:

                 a)  The Face Amount; and

                 b)  The Accumulated Value multiplied by the Factor for the
                     Attained Age on that day (see Table of Factors).

         The Death Benefit Option at issue of this contract is shown on
         page 3.

                                  TABLE OF FACTORS

           Attained                          Attained
              Age           Factor              Age              Factor
              ---           ------              ---              ------
          40 or less         2.50                61               1.28
              41             2.43                62               1.26
              42             2.36                63               1.24
              43             2.29                64               1.22
              44             2.22                65               1.20
              45             2.15                66               1.19
              46             2.09                67               1.18
              47             2.03                68               1.17
              48             1.97                69               1.16
              49             1.91                70               1.15
              50             1.85                71               1.13
              51             1.78                72               1.11
              52             1.71                73               1.09
              53             1.64                74               1.07
              54             1.57             75 to 90            1.05
              55             1.50                91               1.04
              56             1.46                92               1.03
              57             1.42                93               1.02
              58             1.38                94               1.01
              59             1.34                95               1.00
              60             1.30

   5.2   CHANGE OF DEATH BENEFIT OPTION.  You may change the Death Benefit
         Option at any time except when the Death Benefit is a multiple of
         the Accumulated Value according to Section 5.1(1)(b) or 5.1(2)(b).
         The change is subject to the following:

           1)  You must give Written Notice.

           2)  If you change from Option B to Option A, the Death Benefit
               will not change and the Face Amount will be decreased by the
               Accumulated Value on the effective date of the change.  The
               decrease in Face Amount will be applied in the order
               specified in Section 5.5(2).  However, this change may not be
               made if it would reduce the Face Amount to less than $5,000.

           3)  If you change from Option A to Option B, the Face Amount will
               not change and the Death Benefit will be decreased by the
               Accumulated Value on the effective date of the change.

           4)  The change may not be made if it would cause total premium
               payments already made to exceed the Cumulative Premium Limit
               of the Internal Revenue Code.

*          5)  A new Death Benefit Guarantee Premium will be determined if
*              the Death Benefit Guarantee is in effect on the effective
*              date of the change.

           6)  The effective date of the change will be the Monthly
               Anniversary on or next after the date we receive Written
               Notice.

   5.3   INCREASE IN FACE AMOUNT.  You may increase the Face Amount any time
         before the Contract Anniversary on or next after the Insured's 80th
         birthday.  The increase is subject to the following:

           1)  You must make written application to us at our Home Office.

           2)  We will require evidence of insurability which meets our
               standards.

           3)  The increase must be at least $10,000.

           4)  The Cash Surrender Value must not be less than the Monthly
               Deduction on the effective date of the increase (unless the
               Death Benefit Guarantee is in force).

           5)  The Initial Monthly Administrative Charge for the increase
               (see Section 7.1(3)) will be charged on the effective date of
               the increase and then on each Monthly Anniversary until
               120 charges have been made.

           6)  A new schedule of Decrease Charges will apply to the increase
               in Face Amount.

*          7)  A new Death Benefit Guarantee Premium will be determined if
*              the Death Benefit Guarantee is in effect on the effective
*              date of the increase.

           8)  The effective date of the increase will be the date shown on
               the supplemental contract schedule that we will mail to you.

*        Section 2.7 Incontestability will apply to the increase from its
         effective date with regard to statements made in the application
*        for the increase in Face Amount.  Section 2.5 Exclusion: Suicide
*        will apply to the increase from its effective date.

   5.4   RIGHT TO CANCEL INCREASE IN FACE AMOUNT.  You may cancel any
         increase in Face Amount by notifying your representative or giving
         Written Notice before the latest of:

           1)  10 days after you receive the supplemental contract schedule
               showing the increase;

           2)  45 days after you complete the application for the increase
               in Face Amount; and

           3)  10 days after a notice of withdrawal right is mailed or
               delivered to you.

         If you cancel any increase in Face Amount under this provision, the
         portion of any Monthly Deduction(s) made which is due to the
         increase will be applied as a Net Premium or, if you request,
         refunded to you.

   5.5   DECREASE IN FACE AMOUNT.  You may decrease the Face Amount at any
         time.  The decrease is subject to the following:

           1)  You must give Written Notice.

           2)  The decrease and Decrease Charge (see Section 7.3) will be
               applied, in successive order, against:

                 a)  The most recent increase in Face Amount;

                 b)  The next most recent increase(s); then

                 c)  The Initial Face Amount.

           3)  The decrease may not be made if the Accumulated Value less
               Debt on the effective date of the decrease is less than the
               Decrease Charge for the decrease.

           4)  The Face Amount after the decrease must not be less than the
               minimum required.  That minimum is $50,000 for decreases made
               before the Contract Anniversary after the Insured's 50th
               birthday and $25,000 for decreases made after that date.

           5)  The decrease may not be made if it would cause total premium
               payments already made to exceed the Cumulative Premium Limit
               of the Internal Revenue Code.

*          6)  A new Death Benefit Guarantee Premium will be determined if
*              the Death Benefit Guarantee is in effect on the effective
*              date of the decrease.

           7)  The effective date of the decrease will be the Monthly
               Anniversary on or next after the date we receive Written
               Notice.

*          8)  If this contract includes an Accidental Death Benefit rider
*              and the Face Amount after the decrease is less than the
*              Accidental Death Benefit, the Accidental Death Benefit will
*              be decreased to be equal to the Face Amount after its
*              decrease.


============================================================================
   6.   ACCUMULATED VALUE AND SURRENDER PROVISIONS
============================================================================
   6.1   ACCUMULATED VALUE.  On the Contract Date, the Accumulated Value is
         equal to the Net Premium(s) received plus any interest earned on
         premiums for this contract held in the General Account less the
         Monthly Deduction(s) made on that date.  On any later date that
         this contract is not in the grace period, the Accumulated Value of
         this contract is equal to the sum of the accumulated values for
         this contract in the subaccounts and the Loan Account (see
         Valuation Day is equal to:

           1)  The number of units for this contract in that subaccount (see
               Section 9.5); multiplied by

           2)  The unit value for that subaccount (see Section 9.6).

         The accumulated value in the Loan Account on any date is the sum
         of:

           1)  Any Debt;

           2)  Any interest on loans on this contract payable in advance to
               the next Contract Anniversary, provided that interest has not
               been applied to pay any Monthly Deductions; and

           3)  Any interest accrued in the Loan Account on loans on this
                contract.

         The accumulated value for any day that is not a Valuation Day will
         be determined on the next Valuation Day.  During the grace period,
         the Accumulated Value of this contract is equal to the sum of any
*        accumulated value for this contract transferred to the General
*        Account at the time of premium default plus any accumulated value
         for this contract in the Loan Account.

   6.2   FULL SURRENDER.  You may surrender this contract for its Cash
         Surrender Value by giving Written Notice before the Maturity Date
         and while the Insured is alive.  The surrender will be effective on
         the later of:

           1)  The date we receive Written Notice; and

           2)  The date you specify.

         Insurance coverage ceases on the effective date of the surrender.

   6.3   CASH SURRENDER VALUE.  The Cash Surrender Value on any date is
         equal to the Accumulated Value less the sum of:

           1)  Any Debt;

*          2)  The amount, if any, needed to cover unpaid Monthly
*              Deductions; and

           3)  The Decrease Charges, if any, applied on that date to the
*              Face Amount and to any prior decreases in Face Amount (for
*              which Decrease Charges were not previously made) due to
               Partial Surrender or change of Death Benefit Option.

   6.4   PARTIAL SURRENDER.  You may surrender a portion of the Accumulated
         Value by giving Written Notice before the Maturity Date and while
         the Insured is alive.  We will deduct a Partial Surrender Charge
         from every Partial Surrender.  The amount of this charge is shown
         on page 4.

         A Partial Surrender:

           1)  Must be at least $500;

           2)  May be made only once each Contract Month;

           3)  Will reduce the Accumulated Value by the amount of the
               Partial Surrender.  The reduction will be applied against
               each subaccount of the Variable Account according to the
               ratio for this contract of the accumulated value in the
               subaccount to the sum of the accumulated values in all the
               subaccounts.  With our approval, you may choose other
               allocations to the subaccounts;

           4)  Must not reduce the remaining Cash Surrender Value to less
               than $500;

           5)  If the Death Benefit Option is B, will affect the Face Amount
               as follows:

                 a)  If the Death Benefit on the effective date of the
                     Partial Surrender is equal to the Face Amount, then the
                     surrender will reduce the Face Amount by the amount of
                     the Partial Surrender.

                 b)  If the Death Benefit on the effective date of the
                     Partial Surrender is a multiple of the Accumulated
                     Value according to Section 5.1(2)(b), then the Face
                     Amount will be reduced only if, on that day, the amount
                     of the surrender multiplied by the Factor for the
                     Attained Age on that day (see Table of Factors on
                     page 12) exceeds the Death Benefit minus the Face
                     Amount.  In that case, the Face Amount will be reduced
                     by:

                       i)  The amount of the Partial Surrender; less

                       ii) The Death Benefit less the Face Amount prior to
                           the surrender, divided by the Factor applied.

               Any decrease in Face Amount will be applied in the order
               specified in Section 5.5(2).  The Face Amount may not be
               reduced to less than $5,000; and

           6)  Will be effective on the date we receive Written Notice.

         A Partial Surrender may cause the Death Benefit Guarantee to
         terminate.

   6.5   CONTINUATION OF INSURANCE COVERAGE.  If you stop premium payments,
         this contract will remain in force until the earliest of:

           1)  The date of death of the Insured;

           2)  The Maturity Date;

           3)  The end of the grace period if the premium required to keep
               this contract in force has not been paid;

           4)  The date you surrender this contract; and

           5)  The date this contract terminates from excess loan under
               Section 8.5.


============================================================================
   7.   MONTHLY DEDUCTION
============================================================================
   7.1   MONTHLY DEDUCTION.  The Monthly Deduction is made on the Contract
         Date and on each subsequent Monthly Anniversary.  If any Monthly
         Anniversary occurs prior to the Contract Date, the deduction(s) for
         such day(s) will also be made on the Contract Date.  The Monthly
         Deduction made from the subaccounts of the Variable Account is the
         sum of:

           1)  The Cost of Insurance (see Section 7.2);

           2)  The Monthly Administrative Charge.  This charge is the
               sum of:

                 a)  The Basic Monthly Administrative Charge shown on
                     page 4; and

                 b)  Any Initial Monthly Administrative Charge.  This is a
                     charge per $1,000 of the Initial Face Amount.  However,
                     if the Initial Face Amount is decreased according to
                     Section 5.5, the charge will be based on the Face
                     Amount remaining after the decrease.  The charge is
                     made on the Contract Date and then on each Monthly
                     Anniversary until 120 charges have been made.  The
                     charge per $1,000 is shown on page 4;

           3)  Any Initial Monthly Administrative Charge for increases.
               This is a charge per $1,000 of increase in Face Amount.
               However, if the increased Face Amount is later decreased
               according to Section 5.5, the charge will be based on the
               amount of the increased Face Amount remaining after the
               decrease.  The charge is made on the effective date of each
               increase according to Section 5.3 and then on each Monthly
               Anniversary until 120 charges have been made.  The charge is
               based on Attained Age on the date of the increase.  The
               charge per $1,000 is shown on page 5;

           4)  Any Decrease Charge which results from a decrease in Face
               Amount according to Section 5.5; and

           5)  The monthly cost of any Additional Benefits.

         However, if the Monthly Deduction is greater than the Cash
         Surrender Value and the requirements of the Death Benefit Guarantee
         are met, the deduction made will not exceed the Accumulated Value
         less any Debt.  We will pay the balance of the Monthly Deduction.

         The Monthly Deduction is taken from each subaccount according to
         the ratio for this contract of the accumulated value in the
         subaccount to the sum of the accumulated values in all the
         subaccounts.  With our approval, you may choose other allocations
         of the Monthly Deduction.

   7.2   COST OF INSURANCE.  The Cost of Insurance is determined on the
         Contract Date and on each Monthly Anniversary.  It is equal to the
         Cost of Insurance Rate multiplied by the Risk Amount.

   7.2a  COST OF INSURANCE RATE.  We will determine the Cost of Insurance
         Rate monthly.  The rate is based on the Insured's Premium Class,
         sex, Initial Face Amount and Attained Age.

         The Premium Class for the Initial Face Amount is shown on page 3.
         The Premium Class for any increase in Face Amount according to
         Section 5.3 will be determined on the effective date of the
         increase.  If the Death Benefit is a multiple of the Accumulated
         Value according to Section 5.1(1)(b) or 5.1(2)(b), the Premium
         Class of the resulting increase in Death Benefit will be the
         Premium Class shown on page 3.  The Cost of Insurance Rate for the
         Initial Face Amount and for any increase in Face Amount with the
         same Premium Class as shown on page 3 will not exceed the rates
         shown on page 5.  For any Face Amount with Premium Class other than
         "standard," "smoker" or "nonsmoker," the maximum cost is increased
*        in one or both of the following ways as specified on page 5.

           1)  The maximum Cost of Insurance Rate is multiplied by a
               percentage rating.

           2)  An extra monthly premium is added to the Cost of Insurance.

         We may charge less than the maximum rate.  Any change in Cost of
         Insurance Rates will apply to all insureds of the same Premium
         Class, sex, Initial Face Amount and Attained Age.

   7.2b  RISK AMOUNT.  The Risk Amount is equal to:

           1)  The Death Benefit divided by 1.0040741;

         Less

           2)  The Accumulated Value (before the Cost of Insurance and the
               cost of the disability waiver benefit, if any, is deducted).

         If the Death Benefit Option is B and the Initial Face Amount has
         been increased, the Accumulated Value will be considered part of
         the Initial Face Amount.  If the Accumulated Value is greater than
         the Initial Face Amount, the excess will be considered to be part
         of successive increases in Face Amount starting with the first
         increase.

   7.3   DECREASE CHARGE.  The Decrease Charge is charged on:

           1)  The effective date of each decrease in Face Amount you make
               according to Section 5.5; and

           2)  Termination of this contract other than by death or maturity
               (Face Amount decreases to zero).

         The Decrease Charge is applied as in Section 5.5(2).

         If the Initial Face Amount is decreased, the Decrease Charge is the
         product of:

           1)  The ratio of the decrease in Face Amount to the Initial Face
               Amount; and

           2)  The sum of:

                 a)  The Deferred Administrative Charge; and

                 b)  The lesser of:

                       i)  The Maximum Contingent Deferred Sales Charge; and

                       ii) 25% of premiums paid in the first Contract Year.

         The Deferred Administrative Charge and the Maximum Contingent
         Deferred Sales Charge are shown on page 4.

         If an increase in Face Amount is decreased, the Decrease Charge is
         the product of:

           1)  The ratio of the amount of the increase being decreased to
               the initial amount of the increase in Face Amount; and

           2)  The sum of:

                 a)  The Deferred Administrative Charge for the increase in
                     Face Amount; and

                 b)  The lesser of:

                       i)  The Maximum Contingent Deferred Sales Charge for
                           the increase in Face Amount; and

                       ii) 25% of the premium attributable to the increase
                           in Face Amount which is decreased (see
                           Section 7.4).

         For any increase in Face Amount, the Deferred Administrative Charge
         and the Maximum Contingent Deferred Sales Charge will be shown on
         supplemental schedule pages that we will mail to you.

   7.4   ATTRIBUTABLE PREMIUM.  For purposes of the Contingent Deferred
         Sales Charge, the premium attributable to an increase in Face
         Amount is equal to (1) multiplied by (2 + 3) where:

           1)  Is the ratio of the increase in Face Amount to the total Face
               Amount including that increase;

           2)  Is the Cash Surrender Value on the effective date of the
               increase; and

           3)  Is premiums paid during the Increase Year which begins on the
               effective date of the increase.


============================================================================
   8.   LOANS
============================================================================
   8.1   CONTRACT LOANS.  After the Contract Date, you may obtain a loan
         from us with this contract as sole security if:

           1)  you give Written Notice;

           2)  The loan with interest does not increase the total loan to
               more than 90% of the excess of the Accumulated Value over any
               Decrease Charge on the date of the loan; and

           3)  The amount of the loan is at least $100.

         Accumulated value equal to the amount of the loan will be
         transferred from the subaccounts to the Loan Account.  The amount
         taken from each subaccount will be according to the ratio for this
         contract of the accumulated value in the subaccount to the sum of
         the accumulated values in all the subaccounts.  With our approval,
         you may choose other allocations from the subaccounts.  Contract
         loans may cause the Death Benefit Guarantee to terminate.

   8.2   LOAN INTEREST.  The loan interest rate is 7.4% per year.  Interest
         on any loan will be charged at that rate.  It is payable in advance
         on the date of the loan and on each Contract Anniversary.  Interest
         is computed to the next Contract Anniversary.  If interest is not
         paid when due, it will be added to the loan and bear interest at
         the same rate.

   8.3   LOAN ACCOUNT.  The Loan Account is an account of the Society.
         Assets from the Variable Account are transferred to the Loan
         Account in amounts equal to contract loans on this and similar
         contracts.

         Interest will be credited to this account at the rate of 0.48676%
         per month.  This is an effective rate of 6.0% per year.  Loans on
         this contract will be credited with interest while this contract is
         in force.  Interest credited will be transferred to the subaccounts
         on each Monthly Anniversary and on the date the entire Debt is
         repaid in full.  The amount transferred to each subaccount will be
         according to the ratio for this contract of the accumulated value
         in the subaccount to the sum of the accumulated values in all the
         subaccounts.

   8.4   REPAYMENT OF DEBT.  All or part of the Debt may be repaid at any
         time before the Maturity Date and while the Insured is alive.  Each
         repayment must be at least $25.  You must notify us if a payment to
         us is a repayment of Debt.  Otherwise, it will be considered a
         premium payment.  No charges are deducted from Debt repayments.
         Repayments of Debt, and any unearned loan interest that was paid in
         advance on that portion of the Debt, will be deducted from the Loan
         Account and transferred to each subaccount of the Variable Account
         according to the ratio for this contract of the accumulated value
         in the subaccount to the sum of the accumulated values in all the
         subaccounts at the time of repayment or, if that sum is zero,
         according to the Premium Allocation Percentages.  With our
         approval, you may choose other allocations to the subaccounts.

   8.5   TERMINATION FROM EXCESS LOAN.  If the Death Benefit Guarantee is
         not in force, this contract will terminate when:

           1)  The Debt exceeds the Accumulated Value less the Decrease
               Charge applied to the Face Amount and to any decreases in
*              Face Amount (for which Decrease Charges were not previously
*              made) due to Partial Surrender or change of Death Benefit
               Option; and

           2)  61 days have elapsed since we mailed a notice to you at the
               address last known to us.


============================================================================
   9.   VARIABLE ACCOUNT AND UNIT VALUE
============================================================================
   9.1   VARIABLE ACCOUNT.  We have established the Variable Account shown
         on page 6 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 6.  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.

*  9.2   GENERAL ACCOUNT.  The General Account includes all assets we own
*        that are not in the Variable Account.  The Loan Account and
*        reserves for the Death Benefit Guarantee are maintained in the
*        General Account.

   9.3   ALLOCATION OF NET PREMIUMS.  Any premiums received before the
*        Contract Date are applied entirely to the General Account.  On the
         Contract Date, the amount in that account equal to the premium
         payments received will be applied as a premium payment.  Any
         balance remaining for this contract will be applied as a Net
         Premium on that date.  After the Contract Date, payments are
         applied on the date we receive them.

         Each Net Premium will be applied to the subaccounts of the Variable
*        Account according to the premium allocation percentages for this
*        contract.  The initial premium allocation percentages are specified
*        in the Application.

*        You may change these premium allocation percentages by giving
*        Written Notice.  The change will be effective for each premium
*        received with or after your notice.  The sum of the premium
*        allocation percentages must be 100%, and each premium allocation
*        percentage must be a whole number not more than 100%.  We reserve
         the right to adjust your allocation to eliminate fractional
         percentages.

   9.4   TRANSFERS AMONG SUBACCOUNTS.  You may transfer some or all of the
         accumulated values among the subaccounts of the Variable 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) 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)  After you have made two transfers in a Contract Year, a
               Transfer Charge will be deducted from each subsequent amount
               you transfer during the remainder of the Contract Year.  The
               charge will be deducted from the total amount transferred in
               proportion to the amounts transferred from each subaccount.
               We reserve the right to change the amount of this charge or
               to waive the charge for transfers made under an automatic
               transfer plan.  However, the Transfer Charge will never
               exceed the maximum charge shown on page 4.

*        We may defer making transfers subject to the same conditions as in
*        Section 2.11 Deferment.

   9.5   NUMBER OF UNITS.  On the Contract Date, the number of units for
         this contract in any subaccount is equal to:

           1)  The accumulated value for this contract in that subaccount;
               divided by

           2)  The unit value for that subaccount.

         The number of units for this contract in any subaccount may
         increase or decrease at the end of each Valuation Period.  The
         number of units increases when, during the period:

           1)  Net Premiums are allocated to the subaccount;

           2)  Accumulated value is transferred to the subaccount from
               another subaccount or from the General Account;

           3)  Repayments of Debt are transferred to the subaccount; or

           4)  Interest is transferred from the Loan Account to the
               subaccount.

         The number of units decreases when, during the Valuation Period:

           1)  Monthly Deductions are taken from the subaccount;

           2)  Accumulated value is transferred from the subaccount to
               another subaccount or to the General Account;

           3)  Partial Surrenders are applied against the subaccount; or

           4)  Contract loans are transferred from the subaccount.

         The increase or decrease in the number of 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 unit value for that subaccount at the end of the
               Valuation Period during which the amounts are allocated or
               transferred.

   9.6   UNIT VALUE.  The 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 which 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, 0.75% of
                     the daily value of the subaccount.
           2)  Is the number of units of that subaccount for all contracts.

         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 unit values may increase or decrease on each
         Valuation Day.

   9.7   CHANGE OF INVESTMENT POLICY.  The investment policy for the
         Variable Account is described on page 6.  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.

   9.8   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.


============================================================================
   10.  EXCHANGE OF CONTRACT
============================================================================
   10.1  EXCHANGE PRIVILEGE.  Within 24 months after the Date of Issue, you
         may exchange this contract for any fixed benefit permanent life
         insurance contract that we offer.  The new contract will be on the
         Insured's life with no evidence of insurability required.  The
         exchange is subject to the following:

           1)  You must make written application to us at our Home Office
               and surrender this contract.

           2)  The exchange must be made while this contract is in force.

           3)  The issue age and date of issue of the new contract are the
               same as the issue age and Date of Issue for this contract.
               Premiums will be based on rates in effect on the Date of
               Issue.

*          4)  The new contract will have its own Incontestability and
*              Suicide provisions measured from the date of issue.  As used
*              in these provisions, the date of issue will be this
*              contract's Date of Issue.

           5)  The new contract will be issued in the same Premium Class as
               the Initial Face Amount for this contract.  The Premium Class
               for amounts in excess of the Initial Face Amount will be
*              according to Section 10.2(6).  If this contract has an
               exclusion rider, the new contract will also have such an
               exclusion rider.

           6)  The new contract will have, at your election, either:

                 a)  A death benefit equal to the Death Benefit of this
                     contract on the effective date of the exchange; or

                 b)  A net amount at risk equal to the Death Benefit of this
                     contract on the effective date of the exchange less the
                     Accumulated Value on that date.

           7)  The new contract may include a disability waiver benefit
               rider if:

                 a)  This contract has a disability waiver benefit rider;

                 b)  Exchange is made before the Contract Anniversary after
                     the Insured's 65th birthday; and

                 c)  The new contract has premiums payable to at least
                     age 85.

*              The new contract may include any other additional benefit
*              included with this contract if that benefit is customarily
*              offered with the new contract.

           8)  Any outstanding Debt on this contract must be repaid.

           9)  The effective date of the exchange will be the date we
               receive this contract and your written application.

   10.2  EXCHANGE OF INCREASE IN FACE AMOUNT.  Within 24 months after the
         effective date of any increase in Face Amount according to
         Section 5.3, you may exchange the increase in Face Amount for any
         fixed benefit permanent life insurance contract that we offer.  The
         new contract will be on the Insured's life with no evidence of
         insurability required.  The exchange is subject to the following:

           1)  You must make written application to us at our Home Office.

           2)  The exchange must be made while this contract is in force.

           3)  No premium may be in default at the time of the exchange.

           4)  The issue age and date of issue of the new contract are the
               same as the attained age and effective date for the increase
               in Face Amount.  Premiums will be based on rates in effect on
               the effective date of the increase.

           5)  The new contract will have its own Incontestability and
               Suicide provisions measured from the date of issue.  As used
               in these provisions, the date of issue will be the effective
               date of the increase.

           6)  The new contract will be issued in the same Premium Class as
               the increase in Face Amount.  If this contract has an
               exclusion rider, the new contract will also have such an
               exclusion rider.

           7)  The new contract will have, at your election, either:

                 a)  A death benefit equal to the amount of the increase in
                     Face Amount; or

                 b)  A net amount at risk equal to the increase in Face
                     Amount less the Accumulated Value of this contract on
                     the effective date of the exchange which is considered
                     to be part of the increase in Face Amount (see
                     Section 7.2b).

           8)  The new contract may include a disability waiver benefit
               rider if:

                 a)  This contract has a disability waiver benefit rider;

                 b)  Exchange is made before the Contract Anniversary after
                     the Insured's 65th birthday; and

                 c)  The new contract has premiums payable to at least
                     age 85.

*              The new contract may include any other additional benefit
*              included with this contract if that benefit is customarily
*              offered with the new contract.

           9)  The effective date of the exchange will be the date we
               receive your written application.

   10.3  CASH ADJUSTMENT ON EXCHANGE.  Upon exchange, a cash adjustment may
         be necessary to reflect differences between the accumulated values
         of this contract and the new contract.  The adjustment will be
         determined as of the date we receive at our Home Office your
         written application for exchange.  If the cash adjustment is to be
         paid to you, we will make the payment when the new contract is
         issued.  If the adjustment is to be paid by you to us, we will mail
         you notice of the amount due.  If this amount is not paid within
         31 days of the date we mail the notice, the exchanged coverage will
         terminate.


============================================================================
   11.  BENEFICIARY
============================================================================
   11.1  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.

   11.2  SUCCESSION OF BENEFICIARIES.  You may designate one or more
         beneficiaries to receive the Death Proceeds.  You will classify
         each beneficiary as primary or contingent.  Upon the Insured's
         death, we will pay the Death Proceeds to the primary beneficiaries
         who survive the Insured.  If none survive, the Proceeds will be
         paid to the surviving contingent beneficiaries.  In the event no
         beneficiary survives the Insured, proceeds will be paid to the
         Insured's estate.

         Other designations or successions of beneficiaries may be arranged
         with us.

   11.3  SHARE OF PROCEEDS.  Unless you specify otherwise, each beneficiary
         receiving proceeds will have an equal share in any Death Proceeds
         payable.


============================================================================
   12.  SETTLEMENT PROVISIONS
============================================================================
   12.1  PAYMENT OF PROCEEDS.  Proceeds from death, maturity 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 of death 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 12.2 by means of a
         supplementary contract which we will issue.

*  12.2  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.
         We will pay interest at a rate of not less than 3% per year.  These
         proceeds may be withdrawn upon request.

         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.

         OPTION 3 - INCOME FOR A FIXED PERIOD.  We will pay an income for a
         fixed number of years, not to exceed 30.  The income will not be
         less than the amounts shown in the table for this option below.

         OPTION 4 - 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.  The income will not be less than the
         amounts shown in the table for this option on page 25.  After the
         first payment is made, this option may not be revoked or changed.

         OPTION 5 - OTHER OPTIONS.  The proceeds may be paid under any other
         settlement option agreeable to us.

   12.3  ELECTION OF AN OPTION.  You may elect an option by Written Notice
         during the Insured's lifetime.  The option must be elected before
         proceeds become payable.  Assignees and third-party owners may
         elect an option only with our consent.  Election of Option 4 may be
         made only if the payee is a natural person who is the Insured 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
               Insured's death; and

           2)  The Death Proceeds have not been paid.

         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 the beneficiary does not receive Death Proceeds or elect a
*        settlement option by the date one year after we receive proof of
*        the Insured's death, Death Proceeds will then be calculated and
*        applied under Option 1 - Interest Income.


<PAGE>
<TABLE>
<CAPTION>
                                                                                       Contract Number:  LV1234567
                                                       OPTION 3

                               GUARANTEED MONTHLY PAYMENTS 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>
                                                     OPTION 4

                                       MALE PAYEE - MONTHLY LIFE INCOME
========================================================================================================================
                          GUARANTEED MONTHLY LIFE INCOME FOR EACH $1,000 OF PROCEEDS
- ------------------------------------------------------------------------------------------------------------------------
                Payments     Payments                  Payments      Payments                  Payments      Payments
Age of Payee   Guaranteed   Guaranteed  Age of Payee  Guaranteed    Guaranteed  Age of Payee  Guaranteed    Guaranteed
 on Date of       for          for       on Date of      for           for       on Date of      for           for
First Payment   10 Years     20 Years   First Payment  10 Years      20 Years   First Payment  10 Years      20 Years
- ------------------------------------------------------------------------------------------------------------------------
      <S>         <C>           <C>          <C>         <C>           <C>           <C>         <C>           <C>
      40          3.94          3.89         65          6.08          5.28          75          7.75          5.65
      45          4.20          4.11         66          6.23          5.33          76          7.92          5.65
                                             67          6.38          5.38          77          8.09          5.65
      50          4.51          4.36         68          6.54          5.43          78          8.26          5.65
      55          4.91          4.66         69          6.71          5.48          79          8.42          5.65
- ------------------------------------------------------------------------------------------------------------------------
      60          5.42          4.97         70          6.87          5.52          80          8.57          5.65
      61          5.54          5.04         71          7.05          5.55          85          9.20          5.65
      62          5.67          5.10         72          7.22          5.59
      63          5.80          5.16         73          7.40          5.62          90          9.59          5.65
      64          5.94          5.22         74          7.57          5.64          95          9.73          5.65
========================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                     FEMALE PAYEE - MONTHLY LIFE INCOME
========================================================================================================================
                          GUARANTEED MONTHLY LIFE INCOME FOR EACH $1,000 OF PROCEEDS
- ------------------------------------------------------------------------------------------------------------------------
                Payments     Payments                  Payments      Payments                  Payments      Payments
Age of Payee   Guaranteed   Guaranteed  Age of Payee  Guaranteed    Guaranteed  Age of Payee  Guaranteed    Guaranteed
 on Date of       for          for       on Date of      for           for       on Date of      for           for
First Payment   10 Years     20 Years   First Payment  10 Years      20 Years   First Payment  10 Years      20 Years
- ------------------------------------------------------------------------------------------------------------------------
      <S>         <C>           <C>          <C>         <C>           <C>           <C>         <C>           <C>
      40          3.72          3.70         65          5.50          5.05          75          7.14          5.60
      45          3.92          3.88         66          5.63          5.12          76          7.34          5.63
                                             67          5.77          5.19          77          7.54          5.65
      50          4.18          4.11         68          5.91          5.25          78          7.74          5.65
      55          4.51          4.38         69          6.07          5.32          79          7.94          5.65
- ------------------------------------------------------------------------------------------------------------------------
      60          4.93          4.70         70          6.23          5.37          80          8.13          5.65
      61          5.03          4.77         71          6.40          5.43          85          8.97          5.65
      62          5.14          4.84         72          6.58          5.48
      63          5.25          4.91         73          6.76          5.52          90          9.48          5.65
      64          5.37          4.98         74          6.95          5.57          95          9.73          5.65
========================================================================================================================
</TABLE>


<PAGE>                                           Contract Number:  LV1234567

============================================================================
   13.  DIVIDENDS
============================================================================
*  13.1  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.

*  13.2  DIVIDEND OPTIONS.  You may choose to use dividends credited prior
*        to the Maturity Date under any option which follows:

*        CASH.  Dividends are paid in cash.

*        PAID-UP ADDITIONS.  Dividends are applied as payment of a Net
*        Premium.

*  13.3  AUTOMATIC DIVIDEND OPTION.  Dividends will be used under the
*        Paid-Up Additions option unless a different option has been chosen
*        in writing.

*  13.4  WITHDRAWAL OF DIVIDENDS.  Paid-Up Additions may be surrendered for
*        their accumulated value unless they are held as security for debt.
*        No Decrease Charge or Partial Surrender Charge will apply.

<PAGE>

                                  [BLANK PAGE]

<PAGE>

         LUTHERAN
[LOGO]   BROTHERHOOD
         A Fraternal Benefit Society
         Minneapolis, Minnesota  55415
                                                            FLEXIBLE PREMIUM
                                                     VARIABLE LIFE INSURANCE
============================================================================
Death Proceeds payable at death prior to Maturity Date.
Adjustable death benefit.
Flexible premiums.
Return on investments reflected in contract benefits.
Annual dividends payable if earned.
Settlement options to provide retirement income.





#20764



<PAGE>
                                                            EXHIBIT 1.A5(b)


                                                              [WR2-BA-ADB-1]
RIDER                                            Contract Number:  LV1234567
============================================================================
ACCIDENTAL DEATH BENEFIT
============================================================================
   1.   CONSIDERATION.  We include this rider as part of this contract based
        on the Application signed by the applicant and the deduction of the
        monthly cost as stated on page 5-ADB.

   2.   DATE OF ISSUE OF THIS RIDER.  Unless otherwise stated on page 5-ADB,
        the date of issue of this rider is the Date of Issue of this
        contract.

   3.   THE BENEFIT.  We will pay to the beneficiary as part of the Death
        Proceeds the Accidental Death Benefit shown on page 5-ADB upon
        receiving proof that the death of the Insured:

          1)  Resulted from accidental bodily injury directly and
              independently of all other causes;

          2)  Occurred within 120 days of the date of injury; and

          3)  Occurred before this rider terminated.

   4.   DEATHS NOT COVERED.  The Accidental Death Benefit is not payable if
        the Insured's death results directly or indirectly, in whole or in
        part, from:

          1)  Infirmity or disease of the body or mind; or

          2)  Infection, unless it is a result of an accidental bodily
              injury; or

          3)  Suicide, while sane or insane; or

          4)  Intentionally self-inflicted injury, while sane or insane; or

          5)  Committing or attempting to commit a felony; or

          6)  Any act of war, declared or undeclared, or any act incident to
              war; or

          7)  Voluntarily taking, inhaling or absorbing into the body any
              hallucinogen, narcotic or other drug except as prescribed by
              the Insured's physician; or

*         8)  Operating, descending from, or riding in any aircraft where
*             the Insured:

*               a) Is a pilot, officer, or member of the crew of that
*                  aircraft; or

*               b) Is giving or receiving any kind of training or
*                  instruction aboard that aircraft; or

*               c) Has any duties aboard that aircraft; or

*               d) Is being flown for the purpose of descent from that
*                  aircraft while in flight.

   5.   INCONTESTABILITY.  We will not contest the validity of this rider
        after it has been in force during the Insured's lifetime for two
        years from the date of issue of this rider.

   6.   TERMINATION.  This rider will terminate on the earliest of:

          1)  The Contract Anniversary after the Insured's 70th birthday;

          2)  The date this contract terminates; and

          3)  The date you give Written Notice to cancel this rider.


Signed for Lutheran Brotherhood
- ----------------------------------------------------------------------------
President  /s/ROBERT P. GANDRUD [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------
Secretary  /s/DAVID J. LARSON [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------

<PAGE>

                                                                [page 5-ADB]
Date of Issue of this Rider:  OCTOBER 1, 1993    Contract Number:  LV1234567
============================================================================
ACCIDENTAL DEATH BENEFIT
============================================================================
INSURED:  JOHN DOE                                   AGE:  35     SEX:  MALE
ACCIDENTAL DEATH BENEFIT   $50,000                   FORM WR2-BA-ADB-1

                           TABLE OF MONTHLY COSTS
               BEGINNING
                ON RIDER             ATTAINED             MONTHLY
              ANNIVERSARY              AGE*                 COST
                 OCT 1,
                  1993                  35               $  2.50
                  1994                  36                  2.50
                  1995                  37                  2.50
                  1996                  38                  2.50
                  1997                  39                  2.50

                  1998                  40                  2.50
                  1999                  41                  2.50
                  2000                  42                  2.50
                  2001                  43                  2.50
                  2002                  44                  2.50

                  2003                  45                  2.50
                  2004                  46                  2.50
                  2005                  47                  3.00
                  2006                  48                  3.00
                  2007                  49                  3.00

                  2008                  50                  3.00
                  2009                  51                  3.00
                  2010                  52                  3.00
                  2011                  53                  3.00
                  2012                  54                  3.00

                  2013                  55                  3.00
                  2014                  56                  3.50
                  2015                  57                  3.50
                  2016                  58                  3.50
                  2017                  59                  3.50

                  2018                  60                  4.00
                  2019                  61                  4.00
                  2020                  62                  4.00
                  2021                  63                  4.50
                  2022                  64                  4.50

                  2023                  65                  5.00
                  2024                  66                  5.00
                  2025                  67                  5.50
                  2026                  68                  6.00
                  2027                  69                  6.00

*  AGE LAST BIRTHDAY ON RIDER ANNIVERSARY ON OR IMMEDIATELY PRIOR TO
   MONTHLY ANNIVERSARY.

<PAGE>

                                                              [WR2-BC-CIB-1]
RIDER                                            CONTRACT NUMBER:  LV1234567
============================================================================
CHILD TERM LIFE INSURANCE BENEFIT
============================================================================
   1.   CONSIDERATION.  We include this rider as part of this contract based
        on the Application signed by the applicant and the deduction of the
        monthly cost as stated on page 5-CIB.

   2.   DEFINITIONS.

     2a. DATE OF ISSUE OF THIS RIDER.  Unless otherwise stated on
         page 5-CIB, the date of issue of this rider is the Date of Issue of
         this contract.

     2b. RIDER ANNIVERSARY.  The same month and day for years after issue of
         this rider as in the date of issue of this rider.

     2c. CHILD.  A Child insured under this rider is:

          1)  Any child named in the Application for this rider;

          2)  Any live child born to the Insured after the date of issue of
              this rider; and

          3)  Any child legally adopted by the Insured after the date of
              issue of this rider and prior to the Rider
                      Anniversary after the Child's 18th birthday.

   3.   THE BENEFIT.  We will provide the benefits described below upon each
        of the following events:

     3a. DEATH OF A CHILD.  We will pay the amount of Child Term Insurance
         shown for this rider on page 5-CIB to the Child's beneficiary upon
         receiving proof that the death of the Child occurred before:

          1)  This rider has terminated; and

          2)  The Rider Anniversary next after the Child's 21st birthday.

     3b. DEATH OF THE INSURED.  Upon receiving proof that the death of the
         Insured occurred before this rider terminated, any Child Term
         Insurance then in force will become Child Paid-Up Term Insurance to
         the Rider Anniversary after the Child's 21st birthday.  The amount
         of Child Paid-Up Term Insurance is the same as the amount of Child
         Term Insurance.

   4.   MONTHLY COST.  The monthly cost for this rider is shown on
        page 5-CIB.  It is deducted only while at least one child is insured
        under this rider.  If no children are insured on the date of birth
        or adoption of any child, you must give us Written Notice of birth
        or adoption before the sixth Monthly Anniversary after that date.
        The monthly cost will be then be deducted beginning on the sixth
        Monthly Anniversary after the date of birth or adoption.  If the
        required notice is not given, insurance on that Child will terminate
        on that sixth Monthly Anniversary.

*  5.   OPTION TO PURCHASE INSURANCE.  An option to purchase an insurance
*       contract on the Child's life with no evidence of insurability
*       required will become effective on the earlier of:

*         1)  The Rider Anniversary after the Child's 21st birthday if the
*             Child is then insured; and

*         2)  The date this rider terminates under Paragraph 7
*             Exclusion: Suicide.

        This option to purchase will be effective for 31 days.  If the Child
        dies while this option is in effect and before the option has been
        exercised, we will pay the amount of Child Term Insurance or Child
        Paid-Up Term Insurance to the Child's beneficiary.  This option is
        subject to the following:

          1)  Written application must be made to us at our Home Office.

          2)  No premium may be in default on the date of purchase.

          3)  The new contract's date of issue is the date of purchase.  The
              issue age is the Child's age last birthday on that date.
              Premiums will be based on standard rates in effect on the date
              of purchase.

          4)  The amount of the new contract may not exceed five times the
              amount of the Child Term Insurance.

          5)  The new contract may be any life insurance contract offered at
              the time of purchase.

          6)  If the new contract is a whole life insurance contract with
              premiums payable to at least age 85, then the new contract may
              contain a disability waiver benefit rider.  However, the
              disability waiver benefit rider on the new contract will not
              cover disability resulting from injury or disease occurring
              prior to the date of purchase.

   6.   INCONTESTABILITY.  With respect to each Child, we will not contest
        the validity of this rider after it has been in force during the
        lifetime of that Child for two years from the date of issue of this
        rider.  This provision will apply from the date this rider is
        reinstated with regard to statements made in the application for
        reinstatement.

   7.   EXCLUSION: SUICIDE.  If the Insured dies by suicide, while sane or
        insane, within two years after the date of issue of this rider, this
        rider will terminate (subject to Paragraph 5 Option to Purchase
        Insurance) and Paragraph 3b of this rider will not apply.

   8.   REINSTATEMENT.  This rider may be reinstated if the contract is
        reinstated.  To reinstate this rider we require evidence of each
        Child's insurability which meets our standards.  Paragraph 6
        Incontestability will apply from the date the rider is reinstated
        with regard to statements made in the application for reinstatement.

   9.   BENEFICIARY.  The beneficiary of the insurance on the children is
        named in the Application.  You may change the beneficiary for a
        Child by giving us Written Notice while the Child is living.  If the
        owner dies and the Child has attained age 18, the Child may change
        the beneficiary by making a written request to us.  If the owner
        dies and the Child has not attained age 18, the Child's legal
        guardian may change the beneficiary by making a written request to
        us.

        The change will become effective if we receive the notice or request
        at our Home Office and we acknowledge the change.  The effective
        date of the change will be the date the notice or request was
        signed.  We will not be liable for any payment made or action taken
        by us before we receive the notice or request.

   10.  SURRENDER OF CHILD PAID-UP TERM INSURANCE.  If this rider is in
        force as Child Paid-Up Term Insurance, you may surrender the Child
        Paid-Up Term Insurance for its accumulated value by giving Written
        Notice while the Child is alive.  The surrender will be effective on
        the date the notice is signed.  The accumulated value is the net
        single premium for the Child Paid-Up Term Insurance.  Values are not
        less than the minimum values required by law.  Information on the
        applicable accumulated values will be furnished upon request.

        If we receive Written Notice to surrender the Child Paid-Up Term
        Insurance within 30 days after a Rider Anniversary, the accumulated
        value will not be less than it was on that anniversary.

   11.  TERMINATION.  This rider will terminate on the earlier of:

          1)  The date this contract terminates; and

          2)  The date you give Written Notice to cancel this rider.

        However, if this contract terminates due to the death of the
        Insured, this rider will remain in force until all Child Paid-Up
        Term Insurance under this rider terminates.


Signed for Lutheran Brotherhood
- ----------------------------------------------------------------------------
President  /s/ROBERT P. GANDRUD [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------
Secretary  /s/DAVID J. LARSON [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------

<PAGE>

                                                                [page 5-CIB]
Date of Issue of this Rider:  OCTOBER 1, 1993    Contract Number:  LV1234567
============================================================================
CHILD TERM LIFE INSURANCE BENEFIT
============================================================================
FORM WR2-BC-CIB-1

CHILD TERM INSURANCE
   BIRTH TO 15 DAYS                        $0
   15 DAYS TO 6 MONTHS                 $5,000
   6 MONTHS TO RIDER ANNIVERSARY
     AFTER 21ST BIRTHDAY              $10,000

MONTHLY COST:         $4.50

MONTHLY COST APPLIES ONLY WHILE AT LEAST ONE CHILD IS INSURED UNDER THIS 
RIDER.  SEE PARAGRAPH 4 OF FORM WR2-BC-CIB-1

<PAGE>

                                                              [WR2-BG-GIO-1]
RIDER                                            Contract Number:  LV1234567
============================================================================
GUARANTEED INCREASE OPTION BENEFIT
============================================================================
   1.   CONSIDERATION.  We include this rider as part of this contract based
        on the Application signed by the applicant and the deduction of the
        monthly cost as stated on page 5-GIO.

   2.   DATE OF ISSUE OF THIS RIDER.  Unless otherwise stated on page 5-GIO,
        the date of issue of this rider is the Date of Issue of this
        contract.

   3.   RIDER ANNIVERSARY.  The Rider Anniversary is the same month and day
        for years after issue of this rider as in the date of issue of this
        rider.

   4.   THE BENEFIT.

          1)  You may increase the Face Amount of this contract as
                      provided in Paragraph 5 Increase Option.

          2)  We will pay the amount of any Term Insurance (see Paragraph 6)
              in force under this rider to the beneficiary as part of the
              Death Proceeds upon receiving proof that the death of the
              Insured occurred before this rider terminated.

   5.   INCREASE OPTION.

     5a. INCREASE IN FACE AMOUNT.  An option to increase the Face Amount of
         this contract will become effective on each Fixed Increase Option
         Date and each Additional Increase Option Date (see paragraphs 5c
         and 5d) if less than the Maximum Number of Options have been used
         to increase the Face Amount.  Each option will be in effect for
         90 days after the effective date of the option but will terminate
         earlier upon:

          1)  The date the Face Amount is increased under this rider; or

          2)  The date this contract is terminated; or

          3)  The date this rider is terminated.

     5b. MAXIMUM NUMBER OF OPTIONS.  The Maximum Number of Options that may
         be used to increase the Face Amount is the number of Fixed Increase
         Option Dates occurring after the date of issue of this rider.

     5c. FIXED INCREASE OPTION DATES.  Fixed Increase Option Dates occur on
         the Rider Anniversary after the 18th, 22nd, 25th, 28th, 31st, 34th,
         37th and 40th birthdays of the Insured.

     5d. ADDITIONAL INCREASE OPTION DATES.  An Additional Increase Option
         Date occurs upon each of the following events which takes place
         between the date of issue of this rider and the Rider Anniversary
         after the Insured's 40th birthday:

          1)  Marriage of the Insured;

          2)  Birth of each live child born to the Insured; and

          3)  Legal adoption of a child by the Insured.

     5e. CONDITIONS OF INCREASE.  The Face Amount of this contract may be
         increased with no evidence of insurability required.  The increase
         is subject to the following:

          1)  You must make written application to us at our Home Office.

          2)  Premium Class for the increase in Face Amount will be the same
              as for this rider.

          3)  The amount of the increase must be at least $10,000 and may
              not exceed the Option Amount for this rider as shown on
              page 5-GIO.

          4)  The Cash Surrender Value of this contract must not be less
              than the Monthly Deduction on the effective date of the
              increase (unless the Death Benefit Guarantee is in force).

          5)  The Initial Monthly Administrative Charge for the increase
              will be charged on the effective date of the increase and then
              on each Monthly Anniversary until 120 charges have been made.

          6)  A new schedule of Decrease Charges will apply to the increase
              in Face Amount.

*         7)  A new Death Benefit Guarantee Premium for this contract will
*             be determined if the Death Benefit Guarantee is in effect on
*             the effective date of the increase.

          8)  The effective date of the increase will be the Monthly
              Anniversary on or next after the date we receive your written
              application.

   6.   FARM INSURANCE.  We will provide Term Insurance on the Insured's
        life during the period while at least one Increase Option is in
        effect.  (Periods during which Increase Options are in effect are
        specified in Paragraph 5a.)  The amount of insurance will be the
        Option Amount for this rider as shown on page 5-GIO.

   7.   PREMIUM CREDITS.  We will credit a premium to this contract on the
        effective date of each increase under this rider.  The amount of the
        credit will be $1.25 per $1,000 of increase in Face Amount.

   8.   INCONTESTABILITY.  We will not contest the validity of this rider
        after it has been in force during the Insured's lifetime for two
        years from the date of issue of this rider.

   9.   TERMINATION.  This rider will terminate on the earliest of:

          1)  The date 90 days following the Rider Anniversary after the
              Insured's 40th birthday;

          2)  The date the cumulative total of options used to increase the
              Face Amount equals the Maximum Number of Options;

          3)  The date this contract terminates; and

          4)  The date you give Written Notice to cancel this rider.


Signed for Lutheran Brotherhood
- ----------------------------------------------------------------------------
President  /s/ROBERT P. GANDRUD [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------
Secretary  /s/DAVID J. LARSON [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------

<PAGE>

                                                                [page 5-GIO]
Date of Issue of this Rider:  OCTOBER 1, 1993    Contract Number:  LV1234567
============================================================================
GUARANTEED INCREASE OPTION BENEFIT
============================================================================
FORM WR2-BG-GIO-1

INSURED:   JOHN DOE
AGE:  35      SEX:   MALE
OPTION AMOUNT   $50,000
PREMIUM CLASS:   NONSMOKER

MONTHLY COST:          $7.50

MONTHLY COST IS DEDUCTED TO THE CONTRACT ANNIVERSARY AFTER AGE 40.

<PAGE>

                                                               [WR2BL-COL-1]
RIDER                                            Contract Number:  LV1234567
============================================================================
COST OF LIVING BENEFIT
============================================================================
   1.   CONSIDERATION.  We include this rider as part of this contract based
        on the Application signed by the applicant and the deduction of the
        monthly cost as stated on page 5-COL.

   2.   DATE OF ISSUE OF THIS RIDER.  Unless otherwise stated on page 5-COL,
        the date of issue of this rider is the Date of Issue of this
        contact.

   3.   THE BENEFIT.  This rider increases the Face Amount of this contract.
        Increases are effective on each Contract Anniversary after the date
        of issue of this rider, provided this rider is then in force.  The
        amount of the increase is determined on each Contract Anniversary.
        It is the smallest of:

          1)  The CPI Increase;

          2)  10% of the Eligible Face Amount on the day before the
              increase, rounded to the nearest $1,000.  The Eligible Face
              Amount is that part of the Face Amount with Premium Class
              which is "standard," "smoker" or "nonsmoker"; and

          3)  $50,000.

        However, no increase will be made if the amount determined above is
        less than $1,000.  The Premium Class for the increase in Face Amount
        will be the same as for this rider.

   4.   THE CPI INCREASE.  The CPI Increase is equal to:

          1)  The percentage increase in Consumer Price Index from
                      the Base Index Month to the Current Index Month;
                      multiplied by

          2)  The Eligible Face Amount on the day before the increase.

        The CPI Increase is rounded to the nearest $1,000.  If this increase
        before rounding is less than $500, the CPI Increase for that
        Contract Anniversary will be zero.  The index used is the Consumer
        Price Index for All Urban Consumers.  If this index is discontinued
        or changed we will use a similar index.

   5.   INDEX MONTHS.  The Current Index Month is the third calendar month
        before the Contract Anniversary.  The Base Index is the month one
        year before the Current Index Month.

   6.   MONTHLY DEDUCTION.  The Cost of Insurance for this contract will
        increase according to the increase in Face Amount.  Your premium
        billing will be increased by the greater of:

          1)  The percentage increase in Face Amount; and

          2)  The increase in the Death Benefit Guarantee Premium due to the
              increase in Face Amount.  This amount will be zero if the
              Death Benefit Guarantee is not in effect on the effective date
              of the increase in Face Amount.

        We will mail you a supplemental contract schedule one month before
        any Contract Anniversary in which an increase will occur.  You may
        reject the increase in Face Amount by giving Written Notice before
        that Contract Anniversary.

   7.   INCONTESTABILITY.  We will not contest the validity of this rider
        after it has been in force during the Insured's lifetime for two
        years from the date of issue of this rider.

   8.   TERMINATION.  This rider will terminate on the earliest of:

          1)  The expiration date for this rider shown on page 5-COL;

          2)  The date this contract terminates;

          3)  The date you reject an increase in Face Amount under this
              rider;

          4)  The date you decrease the Face Amount;

          5)  The date the sum of the increases in Face Amount due to this
              rider equals or exceeds two times the Initial Face Amount; and

          6)  The date you give Written Notice to cancel this rider.

   9.   REINSTATEMENT.  If this rider terminates other than under
        paragraphs 8(1) and 8(5), it may be reinstated any time before the
        expiration date for this rider.  To reinstate we require evidence of
        insurability which meets our standards.  The effective date of the
        reinstatement is the Monthly Anniversary on or next after the date
        the application for reinstatement is approved by us.  Paragraph 7
        Incontestability will apply from the date of reinstatement with
        regard to statements made in the application for reinstatement.


Signed for Lutheran Brotherhood
- ----------------------------------------------------------------------------
President  /s/ROBERT P. GANDRUD [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------
Secretary  /s/DAVID J. LARSON [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------

<PAGE>

                                                                [page 5-COL]
Date of Issue of this Rider:  OCTOBER 1, 1993    Contract Number:  LV1234567
============================================================================
COST OF LIVING BENEFIT
============================================================================
FORM WR2-BL-COL-1

INSURED:   JOHN DOE
AGE:  35      SEX:   MALE

EXPIRATION DATE:   OCTOBER 1, 2013

MONTHLY COST:   NONE

<PAGE>

                                                              [WR2-BS-SIB-1]
RIDER                                            Contract Number:  LV1234567
============================================================================
SPOUSE ADJUSTABLE TERM LIFE INSURANCE BENEFIT
============================================================================
   1.   CONSIDERATION.  We include this rider as part of this contract based
        on the Application signed by the applicant and the deduction of the
        monthly cost as stated on page 5-SIB.

   2.   DEFINITIONS.

     2a. DATE OF ISSUE OF THIS RIDER.  Unless otherwise stated on
         page 5-SIB, the date of issue of this rider is the Date of Issue of
         this contract.

     2b. RIDER ANNIVERSARY.  The same month and day for years after issue of
         this rider as in the date of issue of this rider.

     2c. SPOUSE.  The Spouse is the Insured's Spouse named on page 5-SIB.

     2d. SPOUSE'S ATTAINED AGE.  The Spouse's Attained Age on any day is the
         Spouse's age last birthday on the Rider Anniversary on or
         immediately prior to that day.

   3.   THE BENEFIT.  Upon receiving proof that the death of the Spouse
        occurred before this rider terminated, we will pay to the Spouse's
        beneficiary the amount of Spouse Term Insurance shown on page 5-SIB.

   4.   INCREASE IN SPOUSE TERM INSURANCE.  You may increase the amount of
        Spouse Term Insurance any time before the Rider Anniversary next
        after the Spouse's 80th birthday.  The increase is subject to the
        following:

          1)  You must make written application to us at our Home Office.

          2)  We will require evidence of insurability which meets our
              standards.

          3)  The increase must be at least $10,000.

          4)  The Cash Surrender Value of this contract must not be less
              than the Monthly Deduction on the effective date of the
              increase (unless the Death Benefit Guarantee is in force).

          5)  The Spouse Initial Monthly Administrative Charge for the
              increase (see Paragraph 6(3)) will be charged on the effective
              date of the increase and then on each Monthly Anniversary
              until 120 charges have been made.

*         6)  The new Death Benefit Guarantee Premium for this contract will
*             be determined if the Death Benefit Guarantee is in effect on
*             the effective date of the increase.

          7)  The effective date of the increase will be the date shown on
              the supplemental contract schedule that we will mail to you.

        Paragraph 10 Incontestability and Paragraph 11 Exclusion: Suicide
        will apply to the increase from its effective date with regard to
        statements made in the application for increased insurance.

   5.   DECREASE IN SPOUSE TERM INSURANCE.  You may decrease the amount of
        Spouse Term Insurance at any time.  The decrease is subject to the
        following:

          1)  You must give Written Notice.

          2)  The decrease will be applied, in successive order, against:

                a)  The most recent increase in the amount of Spouse Term
                    Insurance;

                b)  The next most recent increase(s); then

                c)  The initial amount of Spouse Term Insurance.

          3)  The remaining amount of Spouse Term Insurance must not be less
              than $25,000.

*         4)  A new Death Benefit Guarantee Premium for this contract will
*             be determined if the Death Benefit Guarantee is in effect on
*             the effective date of the decrease.

          5)  The effective date of the decrease will be the Monthly
              Anniversary on or next after the date we receive Written
              Notice.

   6.   MONTHLY COST.  The monthly cost of this benefit to be deducted on
        each Monthly Anniversary is the sum of:

          1)  The Spouse Cost of Insurance.  This amount is determined on
              each Monthly Anniversary.  It is equal to the Spouse Cost of
              Insurance Rate multiplied by the amount of Spouse Term
              Insurance;

          2)  The Spouse Monthly Administrative Charge.  This charge is the
              sum of:

                a) The Spouse Basic Monthly Administrative Charge shown on
                   page 5-SIB; and

                b) The Spouse Initial Monthly Administrative Charge.  This
                   is a charge per $1,000 of the initial amount of Spouse
                   Term Insurance.  However, if the initial amount of Spouse
                   Term Insurance is decreased, the charge will be based on
                   the amount of Spouse Term Insurance remaining after the
                   decrease.  The charge is made on the date of issue of
                   this rider and then on each Monthly Anniversary until a
                   total of 120 charges have been made.  The charge per
                   $1,000 is shown on page 5-SIB; and

          3)  Any Spouse Initial Monthly Administrative Charge for
              increases.  This is a charge per $1,000 of increase in Spouse
              Term Insurance.  However, if the increased insurance is later
              decreased, the charge will be based on the amount of the
              increase in Spouse Term Insurance remaining in force after the
              the decrease.  The charge is made on the effective date of the
              increase and then on each Monthly Anniversary until 120
              charges have been made.  The charge is based on the Spouse's
              Attained Age on the date of increase.  The charge per $1,000
              is shown on page 5-SIB.

   7.   SPOUSE COST OF INSURANCE RATE.  We will determine the Spouse Cost of
        Insurance Rate monthly.  The rate is based on the Spouse's Premium
        Class, sex, Issue Age and Attained Age.

        The Premium Class for the initial amount of Spouse Term Insurance is
        shown on page 5-SIB.  The Premium Class for any increase in Spouse
        Term Insurance will be determined on the effective date of the
        increase.  The Cost of Insurance Rate for the initial amount of
        Spouse Term Insurance and for any increase in Spouse Term Insurance
        with the same Premium Class as shown on page 5-SIB will not exceed
        the rates shown on page 5-SIB.  For any amount of Spouse Term
        Insurance with Premium Class other than "standard," "smoker" or
        "nonsmoker," the maximum cost is increased in one or both of the
        following ways, as specified in the contract schedule pages:

          1)  The maximum Spouse Cost of Insurance Rate is multiplied by a
              percentage rating.

          2)  An extra monthly premium is added to the Spouse Cost of
              Insurance.

        We may charge less than the maximum rate.  Any change in Cost of
        Insurance Rates will apply to all Spouses of the same Premium Class,
        sex, Issue Age and attained age.

   8.   CONVERSION PRIVILEGE.  You may convert this rider to any life
*       insurance contract, other than term insurance, that we offer at the
        time of conversion.  The new contract will be on the life of the
        Spouse with no evidence of insurability required.  Conversion is
        subject to the following:

          1)  Written application must be made to us at our Home Office and
              this rider must be surrendered.

          2)  Conversion must be made while this rider is in force and
              before the Rider Anniversary after the 75th birthday of the
              Spouse.  However, if the Insured dies at any time while this
              rider is in force, you may convert this rider within 60 days
              of the date of the Insured's death.  If the Insured is the
              owner of this contract, then the Spouse may convert this rider
              within 60 days of that date.

          3)  No premium may be in default at the time of conversion.

*         4)  The new contract's date of issue is the date the application
*             for conversion is signed.  The issue age is the Spouse's age
              last birthday on that date.  Premiums will be based on rates
              in effect on the date of conversion.

          5)  The new contract will have its own Incontestability and
              Suicide provisions measured from the date of issue.  As used
              in these provisions, if an increase in Spouse Term Insurance
              is converted, the date of issue will be the effective date of
              the increase.  Otherwise, the date of issue will be the date
              of issue of this rider.

          6)  The new contract will be issued on the same Premium Class as
              this rider.  If any exclusion rider applies to this rider, the
              new contract will also have such an exclusion rider.

          7)  The amount of the new contract may not exceed the amount of
              the Spouse Term Insurance.

   9.   MISSTATEMENT OF AGE OR SEX.  If the Spouse's age or sex has been
        misstated, contract values will be adjusted using the most recent
        Spouse Cost of Insurance Rates to the amounts that would have been
        provided based on the correct age and sex.

   10.  INCONTESTABILITY.  We will not contest the validity of this rider
        after it has been in force during the lifetime of the Spouse for two
        years from the date of issue of this rider.

        If the amount of Spouse Term Insurance is increased according to
        paragraph 4 this provision will apply to the increase from its
        effective date with regard to statements made in the application for
        increased insurance.  This provision will apply from the date this
        rider is reinstated with regard to statements made in the
        application for reinstatement.

   11.  EXCLUSION: SUICIDE.  If the Spouse dies by suicide, while sane or
        insane, within two years after the date of issue of this rider, the
        benefit of this rider is limited to the sum of the monthly cost
        deductions made for this rider.

        If the Spouse dies by suicide, while sane or insane, within two
        years from the effective date of an increase in the amount of Spouse
        Term Insurance according to Paragraph 4, the benefit with respect to
        the increase is limited to the sum of the monthly cost deductions
        made for the increase.

   12.  REINSTATEMENT.  This rider may be reinstated if the contract is
        reinstated.  To reinstate this rider we require evidence of the
        Spouse's insurability which meets our standards.  Paragraph 10
        Incontestability will apply from the date the rider is reinstated
        with regard to statements made in the application for reinstatement.

   13.  BENEFICIARY.  The beneficiary of this rider is named in the
        Application.  You may change the beneficiary by giving us Written
        Notice while the Spouse is living.  The change will become effective
        if we receive the notice or request at our Home Office and we
        acknowledge the change.  The effective date of the change will be
        the date the notice or request was signed.  We will not be liable
        for any payment made or action taken by us before we receive the
        notice or request.

   14.  TERMINATION.  This rider will terminate on the earliest of:

          1)  The Rider Anniversary after the 96th birthday of the Spouse;

          2)  The date this contract terminates; and

          3)  The date you give Written Notice to cancel this rider.

        However, if this contract terminates due to the death of the
        Insured, this rider will remain in force until the earlier of:

          1)  60 days after the death of the Insured; and

          2)  The date this rider is converted.


Signed for Lutheran Brotherhood
- ----------------------------------------------------------------------------
President  /s/ROBERT P. GANDRUD [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------
Secretary  /s/DAVID J. LARSON [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------

<PAGE>

                                                                [page 5-SIB]
Date of Issue of this Rider:  OCTOBER 1, 1993    Contract Number:  LV1234567
============================================================================
SPOUSE ADJUSTABLE TERM LIFE INSURANCE BENEFIT
============================================================================
SPOUSE:   JANE DOE                                  FORM WR2-BS-SIB-1
SPOUSE AGE:   35        SPOUSE SEX:   FEMALE
SPOUSE TERM INSURANCE:    $50,000

PREMIUM CLASS:   NONSMOKER

SPOUSE MONTHLY ADMINISTRATIVE CHARGES:
   BASIC CHARGE:      $2.00 PER MONTH
   INITIAL CHARGE:    $0.04 PER $1,000 OF SPOUSE TERM INSURANCE, CHARGED
                            ONLY IN THE FIRST 120 MONTHLY DEDUCTIONS ON OR
                            AFTER THE DATE OF ISSUE OF THIS RIDER.

                                                             SPOUSE
                                         SPOUSE          INITIAL MONTHLY
        BEGINNING        SPOUSE'S        COST OF         ADMINISTRATIVE
        ON RIDER         ATTAINED       INSURANCE          CHARGE FOR
       ANNIVERSARY         AGE            RATE*            INCREASES#
          OCT 1,
          1993              35          $  0.12             $  0.04
          1994              36             0.13                0.04
          1995              37             0.14                0.04
          1996              38             0.15                0.04
          1997              39             0.16                0.04
          1998              40             0.18                0.05
          1999              41             0.19                0.05
          2000              42             0.21                0.05
          2001              43             0.22                0.05
          2002              44             0.24                0.05

          2003              45             0.25                0.05
          2004              46             0.27                0.05
          2005              47             0.29                0.05
          2006              48             0.31                0.05
          2007              49             0.33                0.05
          2008              50             0.36                0.06
          2009              51             0.38                0.06
          2010              52             0.42                0.06
          2011              53             0.45                0.06
          2012              54             0.49                0.06

          2013              55             0.53                0.06
          2014              56             0.56                0.06
          2015              57             0.60                0.06
          2016              58             0.64                0.06
          2017              59             0.68                0.06
          2018              60             0.73                0.07
          2019              61             0.79                0.07
          2020              62             0.87                0.07
          2021              63             0.96                0.07
          2022              64             1.07                0.07

          2023              65             1.18                0.07
          2024              66             1.30                0.07
          2025              67             1.42                0.07
          2026              68             1.55                0.07
          2027              69             1.69                0.07
          2028              70             1.85                0.07
          2029              71             2.05                0.07
          2030              72             2.29                0.07
          2031              73             2.59                0.07
          2032              74             2.92                0.07

          2033              75             3.30                0.07
          2034              76             3.71                0.07
          2035              77             4.14                0.07
          2036              78             4.61                0.07
          2037              79             5.14                0.07
          2038              80             5.73                0.07
          2039              81             6.41
          2040              82             7.20
          2041              83             8.09
          2042              84             9.07

          2043              85            10.13
          2044              86            11.26
          2045              87            12.46
          2046              88            13.74
          2047              89            15.09
          2048              90            16.54
          2049              91            18.11
          2050              92            19.87
          2051              93            21.94
          2052              94            24.60

          2053              95            28.41

*  MAXIMUM MONTHLY COST PER $1,000 INSURANCE FOR NONSMOKER PREMIUM CLASS,
   BASED ON COMMISSIONERS 1980 STANDARD ORDINARY MORTALITY TABLE FOR
   NONSMOKERS.

#  MONTHLY CHARGE PER $1,000 OF INCREASE IN SPOUSE TERM INSURANCE, CHARGED
   ONLY IN THE FIRST 120 MONTHLY DEDUCTIONS ON OR AFTER THE EFFECTIVE DATE
   OF THE INCREASE.

<PAGE>

                                                              [WR2-BZ-WSA-1]
RIDER                                            Contract Number:  LV1234567
============================================================================
WAIVER OF SELECTED AMOUNT BENEFIT
============================================================================
   1.   CONSIDERATION.  We include this rider as part of this contract based
        on the Application signed by the applicant and the deduction of the
        monthly cost as stated on page 5-WSA.

   2.   DATE OF ISSUE OF THIS RIDER.  Unless otherwise stated on page 5-WSA,
        the date of issue of this rider is the Date of Issue of this
        contract.

   3.   THE BENEFIT.  Upon receiving proof that Total Disability has
        continued for six consecutive months, we will credit premiums to
        this contract on each Monthly Anniversary during the Benefit Period
        while Total Disability continues.  The premium credited on a Monthly
        Anniversary will be equal to the greater of:

          1)  One-twelfth of the Selected Amount on the date Total
              Disability began; and

          2)  The amount which provides the Monthly Deduction for that
              Monthly Anniversary.

        In addition, for each Monthly Anniversary that occurred during the
        Benefit Period but before we received proof of Total Disability, we
        will credit the greater of:

          1)  A premium equal to one-twelfth of the Selected Amount on the
             date Total Disability began; and

          2)  A Net Premium equal to the Monthly Deduction on that Monthly
              Anniversary.

        This amount will be credited on the day your claim for waiver is
        approved by us.

   4.   BENEFIT PERIOD.  The Benefit Period is defined below:

          1)  If Total Disability begins at or after Age 5, but before
              Age 60, the Benefit Period starts on the date Total Disability
              begins and continues to the Maturity Date.

          2)  If Total Disability begins at or after Age 60, but before
              Age 65, the Benefit Period starts on the date Total Disability
              begins and continues until the later of:

                a) Age 65 of the Insured; and

                b) The date two years after Total Disability begins.

   5.   DEFINITION OF AGE.  For purposes of this rider, "Age 5", "Age 60"
        and "Age 65" mean the Contract Anniversary after the Insured's 5th,
        60th, and 65th birthday, respectively.

   6.   DEFINITION OF TOTAL DISABILITY.  Total Disability is a disability of
        the Insured:

          1)  Which begins at or after Age 5, but before Age 65;

          2)  Which results from bodily injury sustained or disease which
              first appears while both this contract and this rider are in
              force; and

          3)  Which completely prevents the Insured from engaging in an
              Occupation for gain or profit.  During the first 24 months of
              disability, Occupation is the Insured's regular occupation
              when disability begins.  After this, it is any occupation for
              which the Insured is or becomes qualified by reason of
              education, training or experience.  However:

                a) If the Insured is a full-time student under age 18 when
                   Total Disability begins, Occupation for gain or profit
                   means attending school outside the home.  This
                   definition applies until the disabled Insured reaches
                   age 18, or for 24 months if later.

                b) If the Insured is primarily a homemaker when Total
                   Disability begins, Occupation for gain or profit means
                   performing household duties.

   7.   PRESUMPTIVE TOTAL DISABILITY.  Total disability is presumed upon the
        total and permanent loss at or after Age 5, but before Age 65, of:

          1)  Use of both hands or both feet; or

          2)  Use of one hand and one foot; or

          3)  Sight in both eyes.

        This presumption will continue for 60 months from the date of loss.
        However, benefits are payable only as provided in Paragraph 3 The
        Benefit.  After the 60 month period, Total Disability is no longer
        presumed.

   8.   RISKS NOT ASSUMED.  No premiums will be credited under this rider if
        the Total Disability results from:

          1)  Intentionally self-inflicted injury, while sane or insane; or

          2)  Any act of war, declared or undeclared, or any act incident to
              war.

   9.   NOTICE AND PROOF OF CLAIM.  Written notice and proof of claim must
        be given to us at our Home Office within one year after the end of
        each period for which we are liable.  However, failure to give proof
        within one year will not affect the claim if proof is given as soon
        as is reasonably possible.

   10.  PROOF OF CONTINUANCE OF TOTAL DISABILITY.  Proof of continuance of
        Total Disability, at your expense, will be required at reasonable
        intervals.  If you do not give proof, no further premiums will be
        credited under this rider.  After premiums have been credited for
        two full years, we will not require proof more than once a year.  As
        part of any proof we may require the Insured, at our expense, to
        have an examination by a physician whom we will name.

   11.  BENEFITS AFTER PREMIUM IN DEFAULT.  No premiums will be credited
        under this rider until your claim for waiver is approved.  If a
        premium is in default, your claim for waiver will be approved only
        if:

          1)  Total Disability began before the end of the grace period of
              the first premium in default;

          2)  Written notice of claim is given within one year from the end
              of the grace period of the first premium in default, or as
              soon as reasonable possible; and

          3)  All other conditions of this rider are met.

        If Total Disability began during the grace period of the first
        premium in default, no claim will be considered until the required
        premium is paid.

   12.  CONTRACT BENEFITS NOT REDUCED.  Premiums credited under this rider
        will not reduce any other contract benefits.  Accumulated Values and
        all other benefits will be the same as if the credited premiums had
        been paid in cash.

   13.  TERMINATION.  This rider will terminate on the earliest of:

*         1)  The date the Insured reaches Age 65 or the end of the Benefit
*             Period, if later.

          2)  The date this contract terminates; and

          3)  The date you give Written Notice to cancel this rider.


Signed for Lutheran Brotherhood
- ----------------------------------------------------------------------------
President  /s/ROBERT P. GANDRUD [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------
Secretary  /s/DAVID J. LARSON [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------

<PAGE>

                                                                [page 5-WSA]
Date of Issue of this Rider:  OCTOBER 1, 1993    Contract Number:  LV1234567
============================================================================
WAIVER OF SELECTED AMOUNT BENEFIT
============================================================================
INSURED:   JOHN DOE                       FORM WR2-BZ-WSA-1
AGE:  35      SEX:   MALE                 SELECTED AMOUNT:   $1,200.00

                           TABLE OF MONTHLY COSTS

               BEGINNING
               ON RIDER                 ATTAINED           MONTHLY
              ANNIVERSARY                 AGE*              COST#
                OCT 1,
                 1993                      35                3.0%
                 1994                      36                3.0
                 1995                      37                3.0
                 1996                      38                3.0
                 1997                      39                3.0

                 1998                      40                3.5
                 1999                      41                3.5
                 2000                      42                3.5
                 2001                      43                4.0
                 2002                      44                4.5

                 2003                      45                4.5
                 2004                      46                5.0
                 2005                      47                5.0
                 2006                      48                5.0
                 2007                      49                5.0

                 2008                      50                6.0
                 2009                      51                6.5
                 2010                      52                8.0
                 2011                      53               10.0
                 2012                      54               12.5

                 2013                      55               15.0
                 2014                      56               18.0
                 2015                      57               23.0
                 2016                      58               27.0
                 2017                      59               30.0

                 2018                      60                7.0
                 2019                      61                6.0
                 2020                      62                5.0
                 2021                      63                5.0
                 2022                      64                5.0

*  AGE LAST BIRTHDAY ON RIDER ANNIVERSARY ON OR IMMEDIATELY PRIOR TO MONTHLY
   ANNIVERSARY.

#  PERCENTAGE OF THE GREATER OF (1) THE SUM OF THE MONTHLY COST OF
   INSURANCE, THE MONTHLY ADMINISTRATIVE CHARGES, ANY INITIAL MONTHLY
*  ADMINISTRATIVE CHARGES FOR INCREASES AND THE MONTHLY COST OF ANY OTHER
   ADDITIONAL BENEFITS AND (2) ONE-TWELFTH OF THE SELECTED AMOUNT.

<PAGE>

                                                                [page 5-WSA]
Date of Issue of this Rider:  OCTOBER 1, 1993    Contract Number:  LV1234567
============================================================================
WAIVER OF SELECTED AMOUNT BENEFIT
============================================================================
INSURED:   JOHN DOE                             FORM WR2-BZ-WSA-1
AGE:  35      SEX:   MALE                       SELECTED AMOUNT:  *

                          TABLE OF MONTHLY COSTS

              BEGINNING
              ON RIDER                  ATTAINED           MONTHLY
             ANNIVERSARY                  AGE#             COST##
                OCT 1,
                 1991                      35                7.0%
                 1992                      36                7.0
                 1993                      37                7.0
                 1994                      38                7.0
                 1995                      39                7.0

                 1996                      40                8.0
                 1997                      41                8.0
                 1998                      42                8.0
                 1999                      43                9.0
                 2000                      44                9.0

                 2001                      45               10.0
                 2002                      46               10.0
                 2003                      47               10.0
                 2004                      48               10.0
                 2005                      49               10.0

                 2006                      50               11.0
                 2007                      51               12.0
                 2008                      52               14.0
                 2009                      53               16.0
                 2010                      54               18.0

                 2011                      55               20.0
                 2012                      56               22.0
                 2013                      57               25.0
                 2014                      58               27.0
                 2015                      59               30.0

                 2016                      60                7.0
                 2017                      61                6.0
                 2018                      62                5.0
                 2019                      63                5.0
                 2020                      64                5.0

* *BENEFIT AMOUNT WILL BE BASED ON THE MONTHLY DEDUCTION.  FOR A COMPLETE
*  DESCRIPTION OF THE BENEFIT, SEE PARAGRAPH 3 OF FORM WR2-BZ-WSA-1

#  AGE LAST BIRTHDAY ON RIDER ANNIVERSARY ON OR IMMEDIATELY PRIOR TO MONTHLY
   TO MONTHLY ANNIVERSARY.

## PERCENTAGE OF THE SUM OF THE MONTHLY COST OF INSURANCE, THE MONTHLY
   ADMINISTRATIVE CHARGES, ANY INITIAL MONTHLY ADMINISTRATIVE CHARGES FOR
   INCREASES AND THE MONTHLY COST OF ANY OTHER ADDITIONAL BENEFITS.

<PAGE>

                                                             [WR2-BX-ACCB-1]
RIDER                                            Contract Number:  LV1234567
============================================================================
ACCELERATED BENEFITS
============================================================================
We include this rider as part of this contract.  If you so elect, we will
pay the Accelerated Benefit according to the provisions of this rider.
IF WE PAY YOU AN ACCELERATED BENEFIT, THE AMOUNT OF INSURANCE AND THE
ACCUMULATED VALUE FOR THIS CONTRACT WILL BE REDUCED OR ELIMINATED.

BENEFIT PAYMENTS UNDER THIS RIDER MAY BE TAXABLE.  CONSULT YOUR TAX ADVISOR.

   1.   DEFINITIONS.

     1a. DOCTOR.  A physician having the designation M.D. or a doctor of
         osteopathy having the designation D.O. acting within the legal
         scope of his or her license.  Doctor does not include you or the
         Insured or a member of your family or the Insured's family.

     1b. NURSING HOME.  A facility or that part of one which provides room,
         board and inpatient care and:

          1)  Is licensed by the state in which it operates;

          2)  Provides nursing services under the supervision of a Doctor or
              a registered graduate nurse (RN), licensed practical nurse
              (LPN) or licensed vocational nurse (LVN);

          3)  Has an RN, LPN or LVN on duty or on call at all times and at
              least one RN, LPN or LVN who is employed full time on the day
              shift; and

          4)  Keeps a daily medical record of each patient.

        Nursing Home does not include that part of any facility which is
        primarily:

          1)  A sheltered living accommodation, a residence home or a
              similar living arrangement; or

          2)  A home or facility for the treatment of alcoholism, drug
              addiction or mental illness.

   2.   EFFECTIVE DATE OF THIS RIDER.  Unless a different date is shown
        above, the effective date of this rider is the Date of Issue of this
        contract.

   3.   THE BENEFIT.  We will pay an Accelerated Benefit if you give us
        Written Notice requesting the benefit and we receive proof
        satisfactory to us that the Insured:

          1)  Has a life expectancy of twelve months or less; or

          2)  Has been confined in a Nursing Home for at least six
              consecutive months and confinement is expected to continue for
              the lifetime of the Insured.

        Proof must include certification by a Doctor.  We may, at our
        expense, require independent medical verification.

        You may elect to receive all or part of the Eligible Amount (see
        Paragraph 4) as an Accelerated Benefit.  Payment of an Accelerated
        Benefit is subject to the Conditions of Payment (Paragraph 7).  The
        benefit will be paid in a lump sum.  With our approval, you may
        instead elect to have the Accelerated Benefit paid in equal periodic
        payments over a fixed period.  The minimum periodic payment is $500.
        If the Insured dies before all periodic payments have been made, we
        will pay to the beneficiary the present value of the remaining
        payments, calculated based on the same interest rate as that used to
        determine the periodic payments.

   4.  ELIGIBLE AMOUNT.  The amount available as an Accelerated Benefit will
       be calculated based on:

         1)  The amount that would be payable under this contract upon the
             death of the Insured;

         2)  The sex, attained age and reduced life expectancy of the
             Insured;

         3)  Expected future costs of insurance;

         4)  Expected future charges against this contract;

         5)  An administrative fee which will not exceed $150.

       The Eligible Amount will be calculated on the later of:

         1)  The date we receive Written Notice requesting an Accelerated
             Benefit; and

         2)  The date we receive satisfactory proof that the Insured meets
             the requirements for the benefit (see Paragraph 3)

       Expected future costs of insurance and expected future charges
       against this contract will be determined using the scales in effect
       on that date.

   5.   EFFECT OF ACCELERATION.  If you elect to have all of the Insured's
        Eligible Amount paid as an Accelerated Benefit, all insurance
*       provided by this contract on the Insured's life will terminate on
*       the date the benefit is calculated.  Any riders on this contract
        that provide insurance on the life of any other person will be
        administered according to the rider provisions regarding the death
        of the Insured.

        If only a portion of the Eligible Amount is paid as an Accelerated
        Benefit, this contract will remain in force and the cost of
        insurance, amount of insurance, amount of any loan and Accumulated
        Value of the contract will be reduced.  The amount of insurance,
        loan amount and accumulated value in each subaccount will be reduced
        by the same percentage as the percentage of the Eligible Amount that
        you elect to receive as an Accelerated Benefit.  The new cost of
        insurance will be that which would have been charged for the new
        face amount based on the Date of Issue of this contract and the
        Insured's issue age.  Any insurance not included in the calculation
        of the Eligible Amount will not be affected.  We will send you
        information showing the new cost of insurance, amount of insurance,
        contract loan amount and Accumulated Value.

   6.   OTHER INSUREDS.  If a rider on this contract provides life insurance
        on a person other than the Insured, that insurance may be used to
        provide an Accelerated Benefit on that person if we receive proof
        satisfactory to us that he or she:

          1)  Has a life expectancy of twelve months or less: or

          2)  Has been confined in a Nursing Home for at least six
              consecutive months, and confinement is expected to continue
              for the lifetime of that person.

        Proof must include certification by a Doctor.  We may, at our
        expense, require independent medical verification.

        The Accelerated Benefit for any person other than the Insured is
        subject to the provisions and conditions of this rider except that:

          1)  The Eligible Amount is calculated based on:

                a) The amount of life insurance provided on that person;

                b) The sex, attained age and reduced life expectancy of that
                   person;

                c) Expected future monthly costs or other charges for that
                   person's life insurance; and

                d) An administrative fee which will not exceed $150.

          2)  If you elect to have all of that person's Eligible Amount paid
              as an Accelerated Benefit, all insurance on that person's life
*             will terminate on the date the benefit is calculated.  If only
*             a portion of the Eligible Amount is paid as an Accelerated
              Benefit, the rider will remain in force and the monthly cost
              and amount of insurance for the rider will be reduced.  The
              amount of insurance will be reduced by the same percentage as
              the percentage of the person's Eligible Amount that you elect
              to receive as an Accelerated Benefit.  Insurance provided on
              the Insured or on any other person will not be affected.  We
              will send you information for the rider showing the new
              monthly cost and the new amount of insurance.

   7.   CONDITIONS OF PAYMENTS.  Payment of an Accelerated Benefit is
        subject to the following conditions:

          1)  This contract must be in force.

          2)  Any assignee, irrevocable beneficiary or other party with
              ownership rights must consent to payment of the Accelerated
              Benefit.

          3)  You may not elect an Accelerated Benefit if:

                a) You are required by law to use this rider to meet the
                   claims of creditors; or

                b) You are required by a government agency to use this
                   benefit in order to apply for, obtain or keep a
                   government benefit or entitlement.

          4)  The Accelerated Benefit payable for any person must be $10,000
              or, if smaller, that person's entire Eligible Amount.

          5)  If you elect to have only part of any person's Eligible Amount
              paid as an Accelerated Benefit, the amount of insurance
              remaining in force on that person after payment of the benefit
              must be at least $10,000.

   8.   TERMINATION.  This rider will terminate on the earliest of:

          1)  The date any premium on this contract remains in default at
              the end of the grace period;

          2)  The date this contract is terminated; and

          3)  The date you give Written Notice to cancel this rider.


Signed for Lutheran Brotherhood
- ----------------------------------------------------------------------------
President  /s/ROBERT P. GANDRUD [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------
Secretary  /s/DAVID J. LARSON [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------

<PAGE>

                                                        [W-BX-Amend.Av Excl]
AMENDATORY AGREEMENT                             Contract Number:  LV1234567
============================================================================
AVIATION EXCLUSION
============================================================================
   1.   CONFLICT WITH OTHER PROVISIONS.  This agreement takes precedence
        over any provision of this contract with which it is in conflict.

*  2.   DESIGNATED INSURED.  This agreement applies only to the Designated
*       Insured(s) named for this agreement on page 5-AAE.

*  3.   EXCLUSION.  The amount payable upon the death of a Designated
*       Insured is limited if that person's death is a result of operating,
*       descending from, or riding in any aircraft where the Designated
*       Insured:

          1)  Is a pilot, officer, or member of the crew of that aircraft;
              or

          2)  Is giving or receiving any kind of training or instruction
              aboard that aircraft; or

          3)  Has any duties aboard that aircraft; or

          4)  Is being flown for the purpose of descent from that aircraft
              while in flight.

*  4.   LIMITED DEATH PROCEEDS.  If a Designated Insured dies as in
*       Paragraph 3, the amount payable upon that person's death is limited
*       as follows:

*         1)  If that person is the Insured under this contract, then the
*             amount payable is limited to the greater of:

                a)  The premiums paid on this contract less the sum of any
                    Debt and any Partial Surrenders; and

                b)  The Cash Surrender Value.

*         2)  If that person is insured under a rider attached to this
*             contract, then the amount payable is limited to the sum of the
*             monthly cost deductions made for that rider.

        In no case will this agreement increase the amount payable under
        this contract.  Any amount payable will be paid in a lump sum.

   5.   SCOPE OF THIS AGREEMENT.  If this contract is changed or converted,
        this agreement will be included in the new contract.


Signed for Lutheran Brotherhood
- ----------------------------------------------------------------------------
President  /s/ROBERT P. GANDRUD [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------
Secretary  /s/DAVID J. LARSON [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------

<PAGE>

                                                     [W-BS-Amend.AF Av Excl]
AMENDATORY AGREEMENT                             Contract Number:  LV1234567
============================================================================
ARMED FORCES AVIATION EXCLUSION
============================================================================
   1.   CONFLICT WITH OTHER PROVISIONS.  This agreement takes precedence
        over any provision of this contract with which it is in conflict.

*  2.   DESIGNATED INSURED.  This agreement applies only to the Designated
*       Insured(s) named for this agreement on page 5-AAFAE.

*  3.   EXCLUSION.  The amount payable upon the death of a Designated
*       Insured is limited if that person's death is a result of operating,
*       descending from, or riding in any aircraft where the Designated
*       Insured:

          1)  Is a pilot, officer, or member of the crew of that aircraft;
              or

          2)  Is giving or receiving any kind of training or instruction
              aboard that aircraft; or

          3)  Is being flown for the purpose of descent from that aircraft
              while in flight.

*       This exclusion will apply only while the Designated Insured is:

          1)  Acting as an advisor; or

          2)  On full or part-time duty; or

          3)  In training,

        for the armed forces of one or more countries.

*  4.   LIMITED DEATH PROCEEDS.  If a Designated Insured dies as in
*       Paragraph 3, the amount payable upon that person's death is limited
*       as follows:

*         1)  If that person is the Insured under this contract, then the
*             amount payable is limited to the greater of:

                a)  The premiums paid on this contract less the sum of any
                    Debt and any Partial Surrenders; and

                b)  The Cash Surrender Value.

*         2)  If that person is insured under a rider attached to this
*             contract, then the amount payable is limited to the sum of the
*             monthly cost deductions made for that rider.

        In no case will this agreement increase the amount payable under
        this contract.  Any amount payable will be paid in a lump sum.

   5.   SCOPE OF THIS AGREEMENT.  If this contract is changed or converted,
        this agreement will be included in the new contract.


Signed for Lutheran Brotherhood
- ----------------------------------------------------------------------------
President  /s/ROBERT P. GANDRUD [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------
Secretary  /s/DAVID J. LARSON [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------

<PAGE>

                                                      [W-BS-Amend.Surv Prov]
AMENDATORY AGREEMENT                             Contract Number:  LV1234567
============================================================================
SURVIVAL PROVISION
============================================================================
*  1.  CONFLICT WITH OTHER PROVISIONS.  This agreement takes precedence over
*      any provision of this contract with which it is in conflict.

*  2.   SURVIVAL PROVISION.  Payment of proceeds will be made to the
        beneficiaries according to the provisions of this contract.
*       However, to determine who will receive the proceeds on the death of
*       any person insured under this contract, any beneficiary of that
*       person who dies simultaneously with that person or within a
*       specified number of days after that person will be deemed to have
*       died before that person.  The number of days is on the request form
*       for this agreement.

*  3.   TERMINATION.  You may terminate this agreement by Written Notice.


Signed for Lutheran Brotherhood
- ----------------------------------------------------------------------------
President  /s/ROBERT P. GANDRUD [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------
Secretary  /s/DAVID J. LARSON [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------

<PAGE>

                                                           [W-BP-Amend.PBSP]
AMENDATORY AGREEMENT                             Contract Number:  LV1234567
============================================================================
PRIMARY BENEFICIARY SURVIVAL PROVISION
============================================================================
*  1.   CONFLICT WITH OTHER PROVISIONS.  This agreement takes precedence
*       over any provision of this contract with which it is in conflict.

*  2.   PRIMARY BENEFICIARY SURVIVAL PROVISION.  Payment of proceeds will be
*       made to the beneficiaries according to the provisions of this
*       contract.  However, to determine who will receive the proceeds on
*       the death of any person insured under this contract, any primary
*       beneficiary of that person who dies simultaneously with that person
*       or within a specified number of days after that person will be
*       deemed to have died before that person.  The number of days is on
*       the request form for this agreement.

*  3.   TERMINATION.  You may terminate this agreement by Written Notice.


Signed for Lutheran Brotherhood
- ----------------------------------------------------------------------------
President  /s/ROBERT P. GANDRUD [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------
Secretary  /s/DAVID J. LARSON [THE WORD-SAMPLE-IS STAMPED UNDER SIGNATURE]
- ----------------------------------------------------------------------------




#20765


<PAGE>
                                                             EXHIBIT 1.A(6)


                                  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 laws, 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 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 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 as herein 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
    allotted 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 of 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:

    (1)   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 allotted 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 the 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 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, __________________________________ 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


                 day of                             A.D., 19           
- -----------------      -----------------------------



- -----------------------------------------------------------------------
                              Secretary




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

                 day of                                    , 19         
- -----------------      ------------------------------------    ---------



- ------------------------------------------------------------------------
                             Notary Public






#20766


<PAGE>
                                                            EXHIBIT 1A(10)


[LOGO] LUTHERAN BROTHERHOOD
       A Fraternal Benefit Society
       Minneapolis, MN  55415


                   APPLICATION FOR VARIABLE LIFE INSURANCE
                   =======================================


/  1 /  PROPOSED INSURED     PLEASE PRINT IN BLACK INK                PART I
============================================================================
 First               Middle               Last        Soc Sec #

- ----------------------------------------------------------------------------
 Street Address (Residence of Proposed Insured)

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

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

       Mo  Day  Yr                                            Eve (  )
- ----------------------------------------------------------------------------



/  2 /  OTHER PROPOSED INSURED         (Spouse Rider or joint life contract)
============================================================================
 First          Middle           Last                 Soc Sec # 

- ----------------------------------------------------------------------------
 Date of Birth      Age      Birth State       Relationship to person in #1

  Mo  Day  Yr
- ----------------------------------------------------------------------------

 If address/phone number of Other Proposed Insured is different from
 number 1, write this information in number 6.



/  3 /  JUVENILE OTHER PROPOSED INSURED(S)          (Child Rider, ages 0-18)
============================================================================
 First          Middle           Last                 Soc Sec # 

- ----------------------------------------------------------------------------
 Date of Birth      Age      Birth State       Relationship to person in #1

  Mo  Day  Yr
- ----------------------------------------------------------------------------

 First          Middle           Last                 Soc Sec # 

- ----------------------------------------------------------------------------
 Date of Birth      Age      Birth State       Relationship to person in #1

  Mo  Day  Yr
- ----------------------------------------------------------------------------

 First          Middle           Last                 Soc Sec # 

- ----------------------------------------------------------------------------
 Date of Birth      Age      Birth State       Relationship to person in #1

  Mo  Day  Yr
- ----------------------------------------------------------------------------

 If address/phone number of Juvenile Other Proposed Insured(s) is different
 from number 1, write this information in number 6.



/  4 /  MEMBERSHIP
============================================================================
 Is each proposed insured currently a member
 of Lutheran Brotherhood?                              / /  Yes      / /  No

 (If No, complete Membership application for each
 proposed insured not currently a member.)

 Give contract/account number(s) of any proposed
 insured member (LB/LBVIP/LBSC)                      #
                                                      ----------------------



                                          (Complete only if Proposed Insured
/  5 /  ADULT APPLICANT                     named in number 1 is age 0-17.)
============================================================================
 First               Middle               Last        Soc Sec #

- ----------------------------------------------------------------------------
 Street Address (Residence of Proposed Insured)

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

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

       Mo  Day  Yr                                            Eve (  )
- ----------------------------------------------------------------------------

         OWNERSHIP FOR PROPOSED INSURED AGE 0-17 NAMED IN NUMBER 1
                      (Referred to as "Insured" below)

 Before the Insured's 18th birthday, the Adult Applicant will be the Owner
 of the contract, unless another Owner is named as Third Party Owner in
 number 10.  If the Owner dies before the Insured's 18th birthday, the
 Beneficiary will be the Owner.  If the Beneficiary does not survive the
 Insured, a surviving parent or legally appointed guardian of the Insured
 will be the Owner.  If no Third Party Owner has been named, the Insured
 will become the Owner of the contract on his/her 18th birthday.  The Adult
 Applicant will no longer own the contract.  Any Third party owner named
 will continue to own the contract unless ownership has been changed through
 assignment.



/  6 /  DETAILS AND ENDORSEMENTS
============================================================================
 Special Requests/Details






- ----------------------------------------------------------------------------
 HOME OFFICE ENDORSEMENTS (HOME OFFICE USE ONLY.)



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



/  7 /  VARIABLE LIFE INSURANCE
============================================================================

 a.  BASIC BENEFIT:

     Initial Face Amount $
                          ----------------------

     / /  Variable Universal Life (VUL)     / /  Option A     / /  Option B

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


 b.  TERM RIDERS:

     / /  Spouse Rider $
                        ------------------------

     / /  Child Rider for future children (If no covered children at time
                                            of application)

     / /  Child Rider $
                       -------------------------
         (Reduced Death Benefits for Child Rider:
           Birth through age 14 days -- no benefit.
           Age 15 days to age 6 months -- 50% of the Child Rider amount.
           Age 6 months and up -- amount of the Child Rider.)

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


 c.  ADDITIONAL BENEFITS:

     /X/  Waiver of Selected Amount (WSA) $
                                           --------------------------
          (If no amount is given, benefit
            amount will be based on the
            Monthly Deduction.)

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

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

     /X/  Cost of Living Benefit (COLA)

     / /  Accidental Death Benefit (ADB) $
                                          ---------------------------

     / /  Guaranteed Increase Option (GIO) $
                                            -------------------------
          (Not available with
            Third Party Owner)

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



                                (PREMIUM ALLOCATIONS
/  8 /  PREMIUM ALLOCATION        MUST TOTAL 100% AND BE IN WHOLE NUMBERS.)
============================================================================

 Growth   %  High Yield   %  Income   %  Money Market   %                  %
       ---             ---         ---               --- -------------  ---
                                                            (Other)



                           (If someone other than the Owner(s) is to be
/  9 /  PREMIUM PAYMENTS     billed, give billing instructions in number 6.)
============================================================================
                                                    H.O. USE /  DT  / BATCH 

                                                   =========================
 Payment with Application $
                           -----------------------

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

 Planned Annual Premium $
                         -------------------------

  / /  A      / /  SA      / /  Q      / /  New PAC (Complete PAC app.)

  / /  Suspend Billing                 / /  Existing PAC # 
                                                          -------------
                                            DRAW DATE 
                                                      -------------

 Additional Funds of $         coming from
                      ---------           -------------------- / /  1035 TFE
                                            (name of source)



/ 10 /  THIRD PARTY OWNER
============================================================================
 Complete below if the Owner(s) of the contract will be other than:

     * The proposed insured(s) named in number 1 or
       numbers 1 and 2 (if joint life contract).

     * The Adult Applicant for Proposed Insured age 0-17 named in number 1.


                                   (If more than two Natural Person Owners,
                                     use number 6 to give additional Owner
 a. NATURAL PERSON OWNER(S):         information.)
- ----------------------------------------------------------------------------
 First      Middle      Last        Soc Sec #   Sex  Date of Birth       Age

                                                      Mo  Day  Yr
- ----------------------------------------------------------------------------
 Street Address         City       State   Zip         Relationship to
                                                       person in #1

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

 First      Middle      Last        Soc Sec #   Sex  Date of Birth       Age

                                                      Mo  Day  Yr
- ----------------------------------------------------------------------------
 Street Address         City       State   Zip         Relationship to
                                                       person in #1

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


 If more than one Natural Person Owner is requested, all Owners must act in
 concert to exercise ownership rights.  Indicate type of ownership:

                      / /  Joint Tenancy with right of survivorship

                      / /  Tenancy in common


                                                (If more room is needed
                                                  for additional Trustee
 b. TRUST, CORPORATION OR PARTNERSHIP OWNER:      information, use number 6)
- ----------------------------------------------------------------------------
 Full name of Trust, Corporation or                  Tax ID # of
 Partnership to be Third Party Owner                 Trust/Corp./Partnership


- ----------------------------------------------------------------------------
 Name and Title of person(s)       State and Date of Trust/Corp./Partnership
 signing as Third Party Owner                Mo      Day      Yr
 (If Trust, name all Trustees)


- ----------------------------------------------------------------------------
Street Address of Corporation,                City         State     Zip
Partnership, or each Trustee


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



                              A contract cannot be issued without a correct
                              Beneficiary.  (If a Trust is Beneficiary and
                              is not the Third Party Owner, a Beneficiary
                              Change Trustee Designation form must be
                              completed.  If the address of any Beneficiary
                              is different from that of the Proposed Insured
/ 11 /  BENEFICIARY           named in number 1, give complete address.)
============================================================================

 Unless specified otherwise, each surviving Beneficiary receiving proceeds
 will have an equal share in any Death Proceeds payable.

- ----------------------------------------------------------------------------
 AUTOMATIC         * Available only if a Spouse Rider or joint life contract
 BENEFICIARY:        on spouses is applied for.

                   * Do not complete sections a, b, and c below or a
                     Beneficiary Change form.

   THE AUTOMATIC BENEFICIARY FOR:

   * The Proposed Insured will be the surviving spouse named in number 2 of
     this application, otherwise the surviving children born to or legally
     adopted by their parents named in numbers 1 and 2 of this application.

   * The Other Proposed Insured will be the surviving spouse named in
     number 1 of this application, otherwise the surviving children born to
     or legally adopted by their parents named in numbers 1 and 2 of this
     application.

   * The Juvenile Other Proposed Insured(s) will be the surviving parents
     named in numbers 1 and 2 of this application, otherwise the surviving
     children born to or legally adopted by their parents named in
     numbers 1 and 2 of this application.

- ----------------------------------------------------------------------------
 OTHER THAN AUTOMATIC    * If you do not want the Automatic Beneficiary
 BENEFICIARY:              listed above, complete either the sections below
                           (as applicable) or a Beneficiary Change form.


 a. PRIMARY BENEFICIARY OF PROPOSED INSURED NAMED IN NUMBER 1:
- ----------------------------------------------------------------------------
                                  Relationship to
First     Middle     Last         Proposed Insured      Soc Sec# or Tax ID#
- ----------------------------------------------------------------------------

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

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

    FIRST CONTINGENT BENEFICIARY:
- ----------------------------------------------------------------------------

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

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

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

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

    CLASS DESIGNATION for First Contingent Beneficiary
     (Proposed Insured referred to as "MY"):

     / /  MY surviving CHILDREN born to my spouse named in this application
          or legally adopted by us.

     / /  MY surviving BROTHERS AND SISTERS born to my parents named in this
          application or legally adopted by them.


 b. PRIMARY BENEFICIARY OF                           (Spouse Rider or
    OTHER PROPOSED INSURED NAMED IN NUMBER 2           joint life contract):
- ----------------------------------------------------------------------------
                              Relationship to Other
First     Middle     Last       Proposed Insured        Soc Sec# or Tax ID#
- ----------------------------------------------------------------------------

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

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

    FIRST CONTINGENT BENEFICIARY:
- ----------------------------------------------------------------------------

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

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

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

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

    CLASS DESIGNATION for First Contingent Beneficiary
     (Other Proposed Insured referred to as "MY"):

     / /  MY surviving CHILDREN born to my spouse named in this application
          or legally adopted by us.


 c. PRIMARY BENEFICIARY OF JUVENILE OTHER          (Applies to all children
    PROPOSED INSURED(S) NAMED IN NUMBER 3:           covered by Child Rider)
- ----------------------------------------------------------------------------
                              Relationship to Juvenile 
First     Middle     Last     Other Proposed Insured(s)  Soc Sec# or Tax ID#
- ----------------------------------------------------------------------------

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

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

    FIRST CONTINGENT BENEFICIARY:
- ----------------------------------------------------------------------------

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

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

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

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

    CLASS DESIGNATION for First Contingent Beneficiary
     (Juvenile Other Proposed Insured(s) referred to as "MY"):

     / /  MY surviving BROTHERS AND SISTERS born to my parents named in this
          application or legally adopted by them.

- ----------------------------------------------------------------------------
 SURVIVAL PROVISION:  / /  ADD 15 DAY SURVIVAL PROVISION TO:

                          / /  Primary Beneficiary for all proposed insureds

                          / /  All Beneficiaries for all proposed insureds

      If other than 15 days is desired, enter number of days here       
                                                                 -------

<PAGE>



/ 12 /  (THIS SECTION INTENTIONALLY LEFT BLANK)
============================================================================







                    (THIS PAGE INTENTIONALLY LEFT BLANK)








<PAGE>


                                                       (Complete for all
/ 13 /  INSURANCE NOW IN FORCE OR APPLIED FOR            proposed insureds.)
============================================================================

 a. EXISTING/PENDING LIFE COVERAGE     / /  CHECK HERE IF "NONE"

- ----------------------------------------------------------------------------
                                 Life    Accidental  Will be Continued?
 First Name  Name of Company    Amount  Death Amount      Yes   No      Date
- ----------------------------------------------------------------------------

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

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

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

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

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

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


 b. Within the past 6 months, has any life or health insurance been applied
    for, issued, modified, postponed, declined or has any renewal or
    reinstatement of such insurance been refused?

                           / /  Yes        / /  No
- ----------------------------------------------------------------------------
   If Yes, give details including the company name, date, insurance applied
   for and reason for any modification.





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



/ 14 /  REPLACEMENT    (Complete for all applications.)
============================================================================
 Will the contract applied for replace any annuity or life insurance on any
 proposed insured?  (This includes a lapse or surrender, partial surrender,
                      exchange, or cancelling a benefit.  This does not
                      include term conversion of an existing LB/LBVIP
                      contract or rider.)

 / /  Yes     / /  No
- ----------------------------------------------------------------------------
 If Yes, give details including the company name and contract number(s).
 Complete a replacement disclosure form, if required by the issue state.





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



/ 15 /  EMPLOYMENT   (Complete for all proposed insureds ages 18 and over.)
============================================================================
                          PROPOSED INSURED            OTHER PROPOSED INSURED
                           (named in #1)                  (named in #2)
- ----------------------------------------------------------------------------
 a.  Occupational Title

- ----------------------------------------------------------------------------
 b.  Occupational Duties




- ----------------------------------------------------------------------------
 c.  How long at this
     occupation?             yrs      mos                   yrs      mos
- ----------------------------------------------------------------------------
 d.  Name of Employer
     and Business Address


- ----------------------------------------------------------------------------
 e.  Adjusted Gross Income
                             Earned  $               Earned  $
                                      ------------            --------------

                           Unearned  $             Unearned  $
                                      ------------            --------------
- ----------------------------------------------------------------------------
 f.  Within the past         / /  Yes    / /  No       / /  Yes     / /  No
     6 months, has any
     illness, injury,        If Yes, give details.     If Yes, give details.
     or other health
     condition caused
     the proposed
     insured to change
     occupation, place of
     employment, or hours
     of work?
- ----------------------------------------------------------------------------



                                               (Complete for all proposed
/ 16 /  NONPHYSICAL DATA                         insureds ages 16 and over.)
============================================================================
 In the past 5 years, has any proposed insured:              YES         NO

 a.  Flown as a pilot, copilot, student pilot, crew
     member, or have any intent to fly as such?              / /        / /
     If Yes, complete the Aviation Supplement.

 b.  Participated in hang-gliding, skydiving, skin
     or scuba diving, rock or mountain climbing, vehicle
     racing (land, air, water) or have any intent to
     participate in such activities?                         / /        / /

 c.  Resided in a foreign country; or, within the
     next 6 months, does any proposed insured intend to
     travel or reside in a foreign country for more
     than 30 days?                                           / /        / /

 d.  Been refused a driver's license, had a license
     suspended or had a moving violation or accident?
     If Yes, give details below including name and
     driver's license number.                                / /        / /

 e.  Used, except as prescribed by a physician, any
     controlled substance (e.g. cocaine, amphetamines
     or other stimulant; barbiturates or other
     sedative; LSD, marijuana, or other hallucinogen;
     heroin, morphine, opium or other narcotic)?             / /        / /

 f.  Been convicted of a felony?                             / /        / /

- ----------------------------------------------------------------------------
If Yes to any question above, give details.





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



/ 17 / TOBACCO USAGE  (Complete for all proposed insureds ages 20 and over.)
============================================================================
                              PROPOSED INSURED        OTHER PROPOSED INSURED
                                       Date                    Date
 HAS THE PROPOSED INSURED:    YES  NO  Discontinued   YES  NO  Discontinued
- ----------------------------------------------------------------------------

 a.  Smoked one or more
     cigarettes in the
     last 12 months?
- ----------------------------------------------------------------------------

 b.  Formerly smoked
     cigarettes?
- ----------------------------------------------------------------------------

 c.  Used any other
     form of tobacco
     in the last
     12 months?
- ----------------------------------------------------------------------------

 d.  Formerly used any
     other form of
     tobacco?

- ----------------------------------------------------------------------------
If Yes to c or d, give details including form(s) of tobacco used (e.g. pipe,
cigar, chewing, snuff, etc.).





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



NONMEDICAL     (Complete for all proposed insureds.)                 PART II
============================================================================

1a.  Height and weight:

     First Name    Height       Weight    First Name     Height     Weight
                     ft   in          lbs                  ft   in       lbs
    ------------  ---  ---      ------    ------------  ---  ---   ------

                     ft   in          lbs                  ft   in       lbs
    ------------  ---  ---      ------    ------------  ---  ---   ------

                     ft   in          lbs                  ft   in       lbs
    ------------  ---  ---      ------    ------------  ---  ---   ------


 b.  For any proposed insured under age 1, give birth weight.     lbs     oz
                                                             -----   -----


2a.  Name, address and phone number of primary health care provider of
     Proposed Insured named in #1, page 1:

     / /  Check here if "None"   
                                    ----------------------------------------

                                    ----------------------------------------
                                                           (   )
                                    ----------------------------------------


 b.  Date and reason last consulted
                                    ----------------------------------------

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


 c.  Results 
             ---------------------------------------------------------------


3a.  Name, address and phone number of primary health care provider of
     Other Proposed Insured named in #2, page 1:

     / /  Check here if "None"   
                                    ----------------------------------------

                                    ----------------------------------------
                                                           (   )
                                    ----------------------------------------


 b.  Date and reason last consulted
                                    ----------------------------------------

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


 c.  Results 
             ---------------------------------------------------------------


4.   Has any proposed insured had parents, brothers, or sisters who have had
     diabetes, cancer, high blood pressure, heart disease, Huntington's
     chorea, polycistic kidney disease or other congenital disorder?

                           / /  Yes    / /  No
- ----------------------------------------------------------------------------
     If Yes, give details including relationship, condition, current age, or
     age at death.





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

<PAGE>
<TABLE>
<CAPTION>

PART II -- CONTINUED  (Complete for all proposed insureds.)
========================================================================================================================
5.   IN THE PAST 10 YEARS, HAS ANY PROPOSED INSURED
     HAD ANY INDICATION OF, BEEN DIAGNOSED AS HAVING,                    GIVE DETAILS FOR "YES" ANSWERS INCLUDING:
     OR BEEN TREATED BY A PHYSICIAN OR OTHER HEALTH                                        NAME AND 
     CARE PROVIDER FOR ANY DISEASE OR DISORDER OF                        QUES.             ADDRESS OF PHYSICIAN/CLINIC
     THE FOLLOWING:                                      YES     NO       NO.   PERSON     DATE, DIAGNOSIS AND TREATMENT
                                                         -----------   -------------------------------------------------
<S>                                                      <C>    <C>
 a.  Eyes, ears, nose, throat, or skin?                  / /    / /

 b.  Circulatory system (e.g. heart, blood or
     blood vessels), such as chest pain, high
     blood pressure, heart attack, heart murmur,
     stroke, transient ischemic attack (TIA),
     anemia, or phlebitis?                               / /    / /

 c.  Digestive system (e.g. esophagus, stomach,
     intestines, liver, gallbladder, or pancreas),
     such as intestinal bleeding, ulcer, Crohn's
     disease, hernia, hemorrhoids, colitis, or
     diarrhea of more than one week's duration?          / /    / /

 d.  Endocrine (hormonal) system e.g. thyroid,
     adrenal, or pituitary glands), such as
     diabetes, thyroid, or other glandular
     disorder?                                           / /    / /

 e.  Reproductive system (female or male,
     e.g. breasts, ovaries, uterus, prostate,
     or testes), such as menstrual disorder,
     complications of pregnancy, or prostate
     disorder?                                           / /    / /

 f.  Genitourinary system (e.g. kidney or
     bladder), such as sugar, albumin or blood
     in urine, or kidney stones?                         / /    / /

 g.  Skeletal system (e.g. muscles, bones,
     or joints), such as arthritis, back or neck
     disorder, sciatica, gout, or lupus or other
     connective tissue disease?                          / /    / /

 h.  Nervous system (e.g. brain, spinal cord,
     or nerves), such as convulsions, epilepsy,
     paralysis, multiple sclerosis, cerebral
     palsy, dizziness, or fainting?                      / /    / /

 i.  Respiratory system (e.g. lungs), such as
     allergies, asthma, shortness of breath,
     or emphysema?                                       / /    / /

 j.  Immune system (e.g. lymph nodes), such as
     any immunosuppressive condition, Acquired
     Immune Deficiency Syndrome (AIDS), AIDS
     Related Complex (ARC), or any disorder or
     swelling of the lymph nodes?                        / /    / /

- ----------------------------------------------------------------------
6.   IN THE PAST 10 YEARS, HAS ANY PROPOSED INSURED:

 a.  Been diagnosed or treated for cancer, tumor,
     or cyst, either malignant or benign?                / /    / /

 b.  Tested positive for antibodies to the AIDS
     virus (HIV positive)?                               / /    / /

 c.  Been treated, received counseling, been
     advised to seek counseling, or joined a
     support organization because of alcohol
     or drug usage?                                      / /    / /

 d.  Received any care or counseling (individual,
     family, or group) for any emotional or mental
     health problem, nervous disorder, depression,
     anxiety, or stress?                                 / /    / /

 e.  Requested or received a pension, benefits,
     or payment because of any injury, sickness,
     or disability?                                      / /    / /

- ----------------------------------------------------------------------
7.   OTHER THAN THE ABOVE, WITHIN THE PAST 5 YEARS,
     HAS ANY PROPOSED INSURED:

     (State specific reason why done or what prompted)

 a.  Had a checkup, physical consultation,
     chiropractic or therapist consultation;
     or any other illness or surgical procedure?         / /    / /

 b.  Been treated or evaluated at a hospital,
     clinic, or other facility, or been advised
     to have any test or surgical procedure
     not completed?                                      / /    / /

 c.  Had an electrocardiogram, X-ray, blood
     or heart studies, or other tests?                   / /    / /

 d.  Received treatment or any medication for
     any reason?                                         / /    / /

- ------------------------------------------------------------------------------------------------------------------------
        Sign here ONLY IF Proposed Insured is age 0-17 and does not live with Adult Applicant:


        --------------------------------------------------------------------------------------
        Signature of person with whom child usually resides                               Date
</TABLE>


<PAGE>


SIGNATURE STATEMENT FOR APPLICATION
============================================================================
I have read, or had read to me, the statements and answers recorded on this 
application.  They are given to obtain this insurance and are, the best of 
my knowledge and belief, true and complete and correctly recorded.  I agree 
that they will become part of this application and any contract issued.  I 
also agree that:

1.  Except as provided in the Conditional Variable Life Insurance Agreement,
    issued if the Minimum Conditional Insurance Premium is paid in advance,
    no insurance will take effect unless and until:

    a.  A contract of insurance is issued and delivered;

    b.  The full first premium is paid; and

    c.  The health of all persons to be insured remains as stated in this
        application.

2.  No Representative has the authority to waive any question contained in
    the application or to modify the application in any way.

3.  Changes in amount, plan, benefits, classification, or issue age applied
    for must be agreed to in writing by me.

4.  THE FOLLOWING STATEMENTS MUST BE READ BY OR TO THE ADULT PROPOSED
    INSURED(S) OR ADULT APPLICANT AND ANY THIRD PARTY OWNER(S):

    a.  I HAVE RECEIVED A CURRENT PROSPECTUS FOR THE CONTRACT APPLIED FOR.

    b.  I UNDERSTAND THAT UNDER THE CONTRACT APPLIED FOR THE AMOUNT OF THE
        ACCUMULATED VALUE MAY INCREASE OR DECREASE DAILY BASED ON THE
        INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT AND THAT THE AMOUNT OR
        DURATION OF THE DEATH BENEFIT MAY VARY WITH THE ACCUMULATED VALUE.

    c.  WITH THIS IN MIND, THE CONTRACT APPLIED FOR IS IN ACCORD WITH MY
        INVESTMENT OBJECTIVES AND ANTICIPATED INSURANCE AND FINANCIAL NEEDS.


AUTHORIZATION TO OBTAIN AND DISCLOSE INFORMATION
FOR ANY PERSON TO BE INSURED
============================================================================
I authorize Lutheran Brotherhood, its agents, employees, reinsurers,
insurance support organizations, and their representatives to obtain
information about me or my children (if coverage is applied for on my
children) to evaluate this application.  This information may be about
(a) age;  (b) physical and mental health history, condition and care;
(c) occupation;  (d) income;  (e) avocations;  (f) driving record;  (g) 
other personal characteristics; and  (h) other insurance.  I understand that 
my records may contain information regarding the medical diagnosis or 
treatment of HIV (AIDS virus), sexually transmitted diseases, drug and/or 
alcohol abuse, and psychiatric or psychological treatment or care.  I give 
my specific authorization for these records to be released.

I authorize any physician, health care provider, hospital, clinic, medical 
facility, the Veterans Administration, the Medical Information Bureau, Inc. 
(MIB), employer, consumer reporting agency, or other insurance company to 
release information about me or my children to Lutheran Brotherhood or its 
representatives on receipt of a copy of this Authorization.  Lutheran 
Brotherhood or its representatives may also release this information about 
me or my children to its reinsurers, to the MIB, or to another insurance 
company to whom I have applied or may apply or to whom a claim has been 
made.  No other releases may be made except as allowed by law or as I 
further authorize.  I also understand that I have the right to revoke this 
Authorization at any time except to the extent that the program or person 
which is to release the information has already acted in reliance on it.

I have read this Authorization or had it read to me and know that I may 
request to receive a copy.

I have received a copy of Lutheran Brotherhood's Notice regarding Consumer 
Reports and the Medical Information Bureau, Inc.  I authorize Lutheran 
Brotherhood to obtain an investigative consumer report on me.

/ /  I REQUEST TO BE PERSONALLY INTERVIEWED IF AN INVESTIGATIVE
     REPORT IS DONE.

- ----------------------------------------------------------------
Names of children to be covered by this Authorization

THIS AUTHORIZATION IS VALID FOR 30 MONTHS FROM THE DATE IT IS SIGNED AND A 
COPY IS AS VALID AS THE ORIGINAL.


SIGNATURE FOR APPLICATION AND AUTHORIZATION
============================================================================


- ----------------------------------------------------------------------------
Dated at (City and State)                                               Date


- ----------------------------------------------------------------------------
Representative Signature                                                 RR#


- ----------------------------------------------------------------------------
Proposed Insured Signature (age 18 or over) or Adult Applicant Signature
if Proposed Insured is age 0-17


- ----------------------------------------------------------------------------
Other Proposed Insured Signature if applicable (age 18 or over)


- ----------------------------------------------------------------------------
Third Party Owner(s) Signature if applicable (all Trustees must sign)

<PAGE>


REPRESENTATIVE REPORT        (Complete for all applications)
============================================================================
PLEASE ALSO COMPLETE VARIABLE PRODUCT SUITABILITY SUPPLEMENT ON PAGE 10

 1.  How long have you known the proposed insured(s)?

               yrs         mos       How well?             
        -------     -------                   ------------------------------


 2.  Do any of the proposed insured(s and/or owner(s)
     have a relationship with LB/LBVIP/LBSC?             / /  Yes    / /  No

     If Yes, give details in number 13.  (This includes
     being the Insured, Annuitant, Owner or payor on
     another contract or account, or having a fraternal
     relationship with us.)


 3.  a.  Maiden and/or any previous names:
                                          ----------------------------------

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

     c.  Former employer (if not at present
         employer at least 2 yrs):
                                  ------------------------------------------


 4.  a.  Were all persons to be insured present when
         the proof of insurability was completed?        / /  Yes    / /  No

     b.  If family coverage applied for, has any
         family member, who qualified by age,
         been omitted?                                   / /  Yes    / /  No

     c.  Is application the result of the inquiry
         of the person(s) to be insured?                 / /  Yes    / /  No


 5.  a.  Do all child(ren) to be insured reside
         with both parents?  If No, give details
         in number 13 below.                             / /  Yes    / /  No

     b.  Is the child(ren) adopted or being adopted
         by one or both of the parents?  (Also
         complete questions   ,   , and    .)            / /  Yes    / /  No


 6.  a.  Is any proposed insured now in
         military service?                               / /  Yes    / /  No

     b.  Branch          Rank          Duties
               ----------    ----------      -------------------------------

     c.  Has any proposed insured been
         alerted for overseas duty?                      / /  Yes    / /  No


 7.  a.  The following tests have been arranged for:

           / /  Paramed Exam     / /  Blood Profile (including urine sample)

          / /  Electrocardiogram      / /  Stress ECG      / /  M.D. Exam

     b.  Name and address of Paramed facility:

         / /  Fees have been discussed
                                      --------------------------------------

     c.  Pre-payment of $       required for APS from:
                         -------                      ----------------------


 8.  a.  The most convenient time and place for the Personal History
         Interview (PHI) call is:

         Proposed Insured -- Time Frame        -         AM/PM
                                       -------- ---------

         Other Proposed Insured -- Time Frame        -        AM/PM
                                             -------- --------

     b.  May we talk to the proposed insured's spouse?   / /  Yes    / /  No


 9.  ALTERNATE/ADDITIONAL COVERAGE on Proposed Insured
     named in number 1 of this application:

     a.  / /  Alternate LB Variable Life    / /  Additional LB Variable Life


     b.  Basic Benefits:  Plan             Initial Face Amount $
                              ------------                      ------------

     c.  Additional Benefits:

         / /  WSA $               / /  COLA  ADB $           GIO $
                   -----------                    ----------      ----------


10.  Is the BOND Magazine received by anyone in
     the household of the proposed insured(s)?           / /  Yes    / /  No


11.  SPLIT COMMISSIONS  (if applicable)

     Print name, RR number and percent commissions:  Signatures of all RRs:

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

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

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


12.  SOURCE OF BUSINESS  (Circle one box for each category):

     Appointment:

     1.  Cold Call     3.  Direct Mail

     2.  Referral      4.  Periodic Review


     Process:

     1.  BNA           3.  ELNA (ENA)

     2.  CNA           4.  Other


     Kind:

     1.  Personal      3.  Charitable

     2.  Business      4.  Other


- ----------------------------------------------------------------------------
13.  DETAILS AND INSTRUCTIONS







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


REPRESENTATIVE REPORT SIGNATURE STATEMENT
- ----------------------------------------------------------------------------
I certify that I personally solicited and secured this application; that I 
have read each question on it to all persons applying for this insurance 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 a contract that will replace any existing insurance or annuity 
contract.

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


<PAGE>


[LOGO] LUTHERAN BROTHERHOOD
       A Fraternal Benefit Society                          VARIABLE PRODUCT
       Minneapolis, MN  55415                         SUITABILITY SUPPLEMENT
============================================================================
Registered Representatives are required to make inquiries and provide 
information relating to the financial condition of the purchasers of 
variable products.  A recommendation to purchase a variable product must be 
based on a reasonable belief that the purchase is suitable.  The proposed 
insured(s) is urged to supply the following information to allow us to make 
an informed judgment.  Suitability is assessed by a Registered Principal of 
Lutheran Brotherhood Securities Corp. and all information is kept 
confidential.

 1.  NAME OF PROPOSED INSURED:
                              ----------------------------------------------
     Occupation: 
                ------------------------------------------------------------
     Employer's Name: 
                     -------------------------------------------------------
     Employer's Address:
                        ----------------------------------------------------

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


 2.  NAME OF OTHER PROPOSED INSURED:
                                    ----------------------------------------
     Occupation: 
                ------------------------------------------------------------
     Employer's Name: 
                     -------------------------------------------------------
     Employer's Address:
                        ----------------------------------------------------

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


 3.  TAXABLE INCOME:  (Joint income, if applicable)

     / /  Under $15,000             / /  $75,000 - $149,999

     / /  $15,000 - $49,999         / /  $150,000 and over

     / /  $50,000 - $74,999

     Estimated Tax Bracket:            %
                           ------------


 4.  PRESENT FINANCIAL ASSETS:  (include amount being invested)
                                (Joint assets, if applicable)

     Savings:        $                  Business:           $
                      ---------------                        --------------

     Mutual Funds:   $                  Other:              $
                      ---------------                        --------------

     Bonds:          $               
                      ---------------
                                        Debt
     Stocks:         $                  Obligations:       ($              )
                      ---------------                        --------------

     Residence:      $                  Net Worth:          $
                      ---------------                        ==============


 5.  INSURANCE:  (Joint coverage, if applicable)

     Life insurance owned:  Face Amount $            Cash Value $
                                         -----------             -----------

     Disability Income insurance owned:  Monthly Amount $
                                                         -----------


 6.  INVESTMENT TIME HORIZON:  / /  Short-Term (0-3 yrs)

                               / /  Long-Term (3+ yrs)


 7.  RISK TEMPERAMENT:  (From Fact Finder)

       / /  Conservative        / /  Moderate        / /  Aggressive


 8.  THE FOLLOWING INFORMATION IS MANDATORY:

     If the proposed insured(s)/Owner is employed by or associated with a
     member of the NASD, please complete:

     -----------------------------------------------------------------------
     Firm Name and Address


I have read the statements and answers recorded on this Suitability 
Supplement and they are, to the best of my knowledge and belief, true and 
complete and correctly recorded.


I have received and reviewed a current prospectus and understand the 
investment objectives and potential risk.  I understand that the value of 
the units is not guaranteed.  When units are redeemed, they may be worth 
more or less than what was paid for them.  I understand there may be a 
surrender charge as explained in the prospectus and for this and other 
reasons, most investments should be made for the long-term (three or more 
years).


I agree to arbitrate any disputes between Lutheran Brotherhood, Lutheran 
Brotherhood Securities Corp. and me.  I specifically agree and recognize 
that all controversies which may arise between Lutheran Brotherhood, 
Lutheran Brotherhood Securities Corp., its agents, representatives or 
employees and me, concerning any transaction, account or the interpretation, 
performance or breach of this agreement between Lutheran Brotherhood, 
Lutheran Brotherhood Securities Corp. and me will be determined by 
arbitration to the full extent provided by law.  Such arbitration will be in 
accordance with the rules then in effect of the National Association of 
Securities Dealers, Inc.


I further understand and agree that:

  1.  Arbitration is final and binding on all parties.

  2.  I am waiving my right to seek remedies in court, including the right
      to a jury trial.

  3.  Pre-arbitration discovery is generally more limited than and different
      from court proceedings.

  4.  The arbitrators' award is not required to include factual findings or
      legal reasoning and any party's right to appeal or seek modification
      of rulings by the arbitrators is strictly limited.

  5.  The panel of arbitrators will typically include a minority of
      arbitrators who are affiliated with the securities industry.


I acknowledge that this supplement contains a binding and enforceable 
arbitration agreement.


- ----------------------------------------------------------------------------
Dated at (City and State)                                               Date


- -------------------------------------   ------------------------------------
Proposed Insured Signature (age 18 or over) or Adult Applicant's Signature
if Proposed Insured is age 0-17


- ----------------------------------------------------------------------------
Other Proposed Insured Signature if applicable (age 18 or over)


- ----------------------------------------------------------------------------
Third Party Owner(s) Signature applicable (all Trustees must sign)


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

===================================================================
  (Home Office use only)

  ---------------------------------------------------------------
  Suitability Approved by Registered Principal               Date
===================================================================





#20767


<PAGE>
                                                                   EXHIBIT 2
625 Fourth Avenue South
Minneapolis, Minnesota   55415
(612) 340-5727
FAX:  (612) 340-7062

        LUTHERAN
[LOGO]  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 variable life insurance 
contracts (the "Contracts") and interests in LB Variable Life Insurance 
Account I (the "Variable Account"), I have examined documents relating to 
the establishment of the Variable Account by the Board of Directors of 
Lutheran Brotherhood (the "Society") as a separate account for assets 
applicable to variable life insurance contracts, pursuant to Minnesota 
Statutes Sections 61A.13 to 61A.21, as amended, and the Registration 
Statement, on Form S-6, as amended by Amendment No. 1 thereto, File
No. 33-72386 (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 Variable 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 Variable Account equal to
       reserves and other contract liabilities with respect to the Variable
       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 Opinions" in 
the Prospectus constituting a part of the Registration Statement and to the 
references to me wherever appearing therein.

Very truly yours,
   /s/James M. Odland
James M. Odland

#20768



<PAGE>
                                                               EXHIBIT  8
                                                                    -----


                    DESCRIPTION OF LUTHERAN BROTHERHOOD'S
                PURCHASE, REDEMPTION AND TRANSFER PROCEDURES
              FOR CONTRACTS PURSUANT TO RULE 6e-3(T)(b)(12)(ii)
              =================================================


This document sets forth the administrative procedure that will be followed 
by Lutheran Brotherhood (LB) in connection with the issuance of its flexible 
premium variable life insurance contract (the 'Contract') described in this 
Registration Statement, the transfer of the Contract's assets, and the 
redemption by the Contract Owners of their interest in the Contracts.  
Capitalized terms that are not defined herein shall have the same meaning as 
such terms are defined in the Flexible Premium Variable Life Insurance 
Contract Prospectus.



"PUBLIC OFFERING PRICE":
PURCHASE AND RELATED TRANSACTIONS
=================================

The following is a summary of the principle Contract provisions and 
administrative procedures which constitute either direct or indirect 
purchase transactions.  The insurance aspects of the Contract cause 
procedures to differ in certain significant respects from purchase 
procedures for mutual funds or contractual plans.


Premium Schedules and Underwriting Standards
- --------------------------------------------

Premiums for the Contract will not be the same for all Contract Owners.  LB 
requires payment of the minimum Contract Issuance Premium before the 
Contract will be issued.  The Minimum Contract Issuance Premium will 
generally equal the initial Scheduled Premium selected by the Contract 
Owner, or, for automatic payment plans, the greater of two Death Benefit 
Guarantee Premiums or the initial Scheduled Premium.  If the Date of Issue 
precedes the Contract Date and the Minimum Contract Issuance Premium 
otherwise required would not provide a premium payment sufficient for the 
next Contract Month, additional Scheduled Premium payment(s) sufficient for 
the next Contract Month will be required.

The Contract has a Death Benefit Guarantee if the Contract Owner chooses to 
pay premiums sufficient to maintain the Death Benefit Guarantee.  This 
premium is set forth in the Contract.  If the Death Benefit Guarantee is in 
effect, LB guarantees the Contract will stay in force until the later of  
(a) the Insured's Attained Age 71 and  (b) the Attained Age of the Insured 
at the end of a period ranging from 6 to 31 years (varying with the 
Insured's Attained Age at issue) from the Date of Issue.  The Accumulated 
Value is not guaranteed.

The Contract Owner will determine a Scheduled Premium that provides for a 
level premium payable at a fixed interval.  Payment of the Scheduled Premium 
is not, however, mandatory and failure to do so will not in itself cause the 
Contract to lapse.  Instead, Contract Owners may determine the amount and 
timing of subsequent premiums subject to the following restrictions:

       *  In most cases, payment of a cumulative premium sufficient to
          maintain the Death Benefit Guarantee will be required to keep the
          Contract in force during the first few Contract Years.

       *  LB will return to the Contract Owner any premium paid that would
          exceed the current maximum premium payments allowed for life
          insurance under Federal law.

The Contract will stay in force as long as the Cash Surrender Value is 
sufficient to pay the Monthly Deduction (the charges imposed in connection 
with the Contract.)  The amount of premium, if any, required to keep the 
Contract in force depends on the Cash Surrender Value which in turn depends 
on such factors as the investment experience, the amount of any outstanding 
loans, and the Decrease Charge.  The Monthly Deduction varies with the cost 
of insurance charge.  The cost of insurance is based on the principle of 
pooling and distribution of mortality risks, which assumes that each 
Contract owner pays cost of insurance charges commensurate with his or her 
mortality risk which is actuarially determined based on the Insured's sex, 
Attained Age, and premium class.  The same rate applies to all Insureds in a 
given actuarial category and within the same initial Face Amount category.  
The rate is based on LB's expectations as to future mortality experience.

The Contract will be sold according to established underwriting standards 
and state insurance laws.  State insurance laws prohibit unfair 
discrimination among Contract Owners but recognize that premiums must be 
based on factors such as age, sex, health, and occupation.


Application and Initial Premium Processing
- ------------------------------------------

LB will follow certain insurance underwriting procedures to determine 
whether the proposed Insured is insurable.  The process of underwriting 
evaluates risks from the information provided on the application, 
verification procedures such as medical examinations, and additional 
information furnished by the applicant on request.  LB will not issue the 
Contract until the underwriting procedure has been completed.

At the time an application is accepted, subject to LB's underwriting rules, 
an applicant can obtain temporary insurance protection pending issuance of 
the Contract by submitting payment of the Minimum Conditional Insurance 
Premium.  The Minimum Conditional Insurance Premium will equal three initial 
Death Benefit Guarantee Premiums, or, in the case of automatic monthly 
payment plans, two initial Death Benefit Guarantee Premiums.  If LB 
subsequently determines that the proposed Insured is not an acceptable risk 
under LB's underwriting standards or rules, even if the Minimum Conditional 
Insurance Premium has been paid, no temporary insurance coverage will have 
been provided and any premium paid will be refunded (without interest).

Upon delivery of the Contract, the balance (if any) of the Minimum Contract 
Issuance Premium will generally equal the initial Scheduled Premium selected 
by the Contract Owner, or, in the case of automatic monthly payment plans, 
the greater of the Minimum Conditional Insurance Premium or the initial 
Schedule Premium.  If the Date of Issue precedes the Contract Date and the 
Minimum Contract Issuance Premium otherwise required would not provide a 
premium payment sufficient for the next Contract Month, additional Schedule 
Premium payment(s) sufficient for the next Contract Month will be required.

The Date of Issue is the date used to determine Contract Months, Contract 
Years, Monthly Anniversaries, and Contract Anniversaries.  The Contract Date 
is the date on which the initial Net Premium(s) will be allocated to the 
Variable Account.  The Contract Date will be the latest of  (i) the Date of 
Issue; (ii) the date LB receives the first premium payment on the Contract 
at its Home Office; and  (iii) any other date mutually agreed upon by LB and 
the Contract Owner.


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

The Contract Owner will, in the Application, indicate how Net Premiums 
should be allocated to the Subaccount(s) of the Variable Account.  Until the 
Contract Date, premium payments will be allocated to LB's General Account.  
If a Contract is issued, interest will be credited on premium payments held 
in the General Account at a rate of interest determined by LB; no interest 
will be credited on these premium payments if no Contract is issued (but the 
full amount of any premiums paid will be refunded).  On the Contract Date, 
Net Premiums, together with any interest credited on premiums held in the 
General Account, will be transferred to the Subaccount(s) of the Variable 
Account chosen by the Contract Owner.  Any Net Premiums received after the 
Contract Date will be allocated to the Subaccount(s) chosen by the Contract 
Owner.

The percentages of each Net Premium that may be allocated to any Subaccount 
of the Variable Account must be in whole numbers and the sum of the 
allocation percentages must be 100%.  The allocation for future Net Premiums 
may be changed without charge at any time by providing LB with Written 
Notice.


Premium Processing
- ------------------

Premium Expense Charges will be deducted from each premium payment.  The
Premium Expense Charges will consist of a sales charge of 5% of each premium
payment; and a premium processing charge of $1.00 per premium payment
($.50 for automatic payment plans).  LB reserves the right to increase the 
premium processing charge in the future to an amount not exceeding $2.00 per 
premium payment ($1.00 for automatic payment plans).  The net premium is 
allocated to the Variable Account on the Valuation Date on or next following 
the date LB receives the premium payment.


Reinstatement
- -------------

A Contract that lapses without value may be reinstated at any time within
5 years after the expiration of the grace period and before the Maturity
Date by submitting the following items to LB:

       1.  Written application for reinstatement;

       2.  Evidence of insurability satisfactory to LB;

       3.  Payment or reinstatement of the Contract Debt (including any loan
           interest earned during the grace period) that existed on the date
           the grace period expired;

       4.  A payment that is sufficient to cover:  (a) payment of any unpaid
           Monthly Deductions for the grace period; and  (b) a premium
           payment or loan repayment sufficient to increase Cash Surrender
           Value (that is, Accumulated Value less any Contract Debt and any
           Decrease Charge) to an amount equal to Monthly Deductions and
           interest on Contract loans for the next two Contract Months based
           on Unit Values on the date of reinstatement.

The amount of Cash Surrender Value on the date of reinstatement will equal 
the Accumulated Value on that date less any reinstated Contract Debt and any 
reinstated Decrease Charge (discussed below).  The amount of Accumulated 
Value on the date of reinstatement will equal:  (a) the Accumulated Value as 
of the expiration of the grace period before termination of the Contract; 
PLUS  (b) any premiums received at the time of reinstatement, reduced by the 
Premium Expense Charges; LESS  (c) any Monthly Deductions and any loan 
interest due for the grace period; LESS  (d) the Monthly Deduction for the 
next Contract Month.

Contract charges will, in effect, be calculated and reinstated on a 
reinstated Contract as if the Contract has been reinstated effective as of 
the expiration of the grace period.  Any Decrease Charge and any Initial 
Monthly Administrative Charge that applied to the Contract at the expiration 
of the grace period will be reinstated.  The period of time from Contract 
termination until Contract reinstatement will not be taken into account in 
determining when the ten year time periods for the Decrease Charge and the 
Initial Monthly Administrative Charge expire or in determining when the 
first Contract Year expires for the purpose of calculating the Contingent 
Deferred Sales Charge.  The cost of insurance after reinstatement will be 
based on the Attained Age of the Contract Owner.  The Monthly Deductions and 
any loan interest that would have otherwise been payable during the grace 
period must be paid before reinstatement, which is also consistent with 
treating a reinstated Contract as if the Contract has been reinstated 
effective as of the expiration of the grace period.  No contract charges are 
made for the period of time from Contract termination to Contract 
reinstatement.

The effective date of reinstatement will be the date the reinstatement 
application was approved.

The Death Benefit Guarantee cannot be reinstated after lapse of the 
Contract.


Loan Repayments
- ---------------

Accumulated Value in the Loan Account will be credited with interest at an 
effective annual rate of 6%.  NO ADDITIONAL INTEREST WILL BE CREDITED TO 
THESE ASSETS.  The interest earned during a Contract Month will be credited 
at the end of the Contract Month.  Any interest credited will be allocated 
to the Subaccount(s) in proportion to the Accumulated Value in the 
respective Subaccounts.

Debt may be repaid any time before the Maturity Date while the Insured is 
living.  If not repaid, LB will deduct Debt from any proceeds payable under 
the Contract.  As Debt is repaid, the Contract's Accumulated Value held in 
the Subaccount(s) of the Variable Account will be restored.  LB will 
transfer the amount of such repayment (as well as any prepaid loan interest 
that was unearned by LB at the time of repayment) from the Loan Account to 
the Subaccount(s) of the Variable Account in the same proportion that the 
Contract's Accumulated Value in a Subaccount bears to the Contract's total 
Accumulated Value in the Variable Account (the Contract Owner may select a 
different transfer basis with LB's approval).  When the entire Debt is 
repaid, interest that would be credited upon the assets held in the Loan 
Account during the period from the last Monthly Anniversary to the date of 
repayment, as well as any unearned prepaid loan interest, will also be 
allocated to the Subaccount(s) in the same proportion as Debt repayments 
will be allocated.  LB will allocate the repayment of Debt as of the date on 
which the repayment is received or, if that is not a Valuation Date, on the 
next following Valuation Date.

The Contract Owner must notify LB if a payment is a loan repayment; 
otherwise, it will be considered a premium payment.


Correcting a Misstatement of Age or Sex
- ---------------------------------------

If the Insured's age or sex was misstated, the Accumulated Value and the 
Death Benefit will be adjusted, using the most recent Cost of Insurance 
Rates, to the amount that would have been provided based on the correct age 
and sex.



"REDEMPTION PROCEDURES"
SURRENDER AND RELATED TRANSACTIONS
==================================

The following is a summary of the principle Contract provisions and 
administrative procedures which constitute redemptions under the Contract.  
These procedures differ in certain significant respects from redemption 
procedures for mutual funds or contractual plans.


Cash Surrender Value
- --------------------

At any time before the earlier of the death of the Insured and the Maturity 
Date, the Contract Owner may totally surrender the Contract by giving 
Written Notice to LB.  The Cash Surrender Value will equal the Accumulated 
Value less any Contract Debt and any Decrease Charge.

The Accumulated Value of the Contract is the total amount of value held 
under the Contract at any time (which equals the sum of the amounts held in 
the Loan Account and the Variable Account).  The Contract's Accumulated 
Value in the Variable Account will reflect the investment performance of the 
chosen Subaccounts of the Variable Account, any Net Premiums paid, any 
partial surrenders, any loans, any loan repayments, any loan interest paid 
or credited, and any charges assessed in connection with the Contract 
(including any Decrease Charge previously imposed upon a requested decrease 
in Face Amount).  The Contract Owner bears the entire investment risk for 
amounts allocated to the Variable Account.  LB does not guarantee a minimum 
Accumulated Value.

The Contract's Cash Surrender Value will be the Accumulated Value less any 
Contract Debt and any Decrease Charge.  The Cash Surrender Value is relevant 
to continuation of the Contract, to determining the amount available for 
Contract loans, and to determining the amount available upon partial or 
total surrender of the Contract.


Partial Surrender
- -----------------

The Contract Owner may also partially surrender the Contract by sending 
Written Notice to LB.  The amount of any Partial Surrender must be at least 
$500 and the remaining Cash Surrender Value must not be less than $500 (in 
each case with the Cash Surrender Value being determined on the day Written 
Notice is received by LB, or if this is not a Valuation Date, the next 
following Valuation Date).  The amount surrendered will be deducted from the 
Subaccount(s) of the Variable Account in the same proportion that the 
Contract Owner's Accumulated Value in the respective Subaccount(s) bears to 
the Contract's total Accumulated Value in the Subaccount(s) at that time 
(the Contract Owner may select a different deduction basis with LB's 
approval).  A surrender charge of $25 or 2% of the amount withdrawn, 
whichever is less, will be deducted by LB from the amount withdrawn.


Death Benefits and Benefit at Maturity
- --------------------------------------

As long as the Contract remains in force, LB will, upon due proof of the 
Insured's death, pay the death proceeds of the Contract to the named 
Beneficiary in accordance with the designated Death Benefit Option.  The 
proceeds may be paid in cash or under one of the settlement options set 
forth in the Contract.  The amount payable under the designated Death 
Benefit Option will be reduced by any outstanding Contract Debt and any due 
and unpaid Contract charges, and will be increased by any additional 
insurance benefits provided for in the Contract.

The Contract provides two Death Benefit Options:  Option A and Option B.  
The Contract Owner designates the Death Benefit Option in the application.

The Option A Death Benefit is equal to the greater of  (a) the Face Amount 
of the Contract plus the Accumulated Value of the Contract and  (b) the 
Accumulated Value multiplied by the specified percentage set forth in the 
Contract (with the Accumulated Value in each case being determined on the 
Valuation Date on or next following the Insured's date of death).

The Option B Death Benefit is the greater of  (a) the Face Amount of the 
Contract and  (b) the Accumulated Value on the Valuation Date on or next 
following the Insured's date of death multiplied by the specified percentage 
set forth in the Contract.

If the Insured is living on the Maturity Date of the Contract, LB will pay 
the Accumulated Value of the Contract on the Maturity Date, reduced by any 
Contract Debt.  The Maturity Date will be shown in the Contract and will be 
the Contract Anniversary on or next following the Insured's 96th birthday.


Loans
- -----

The Contract Owner may at any time after the first Contract Year borrow 
money from LB using the Contract as the only security for the loan.  The 
Contract Owner may at any time after the first Contract Year obtain Contract 
loans in a minimum amount of $100 but Contract loans can not exceed in the 
total 90% of the excess of Accumulated Value over any Decrease Charge on the 
date of any loan.  Loans have priority over the claims of any assignee or 
other person.  The loan may be repaid in full or in part at any time while 
the Insured is living.

LB will allocate a Contract loan among the Subaccounts of the Variable 
Account in the same proportion that the Contract's Accumulated Value in each 
Subaccount bears to the Contract's total Accumulated Value in the Variable 
Account, as of the day on which the request is received or, if that is not a 
Valuation Date, on the next following Valuation Date.  With LB's approval, 
the Contract Owner can select a different allocation.

Loans will normally be paid within seven days after receipt of Written 
Notice.  Postponement of loans may take place under certain circumstances.

The interest rate charged on Contract loans accrues daily at an annual rate 
of 7.4%, payable in advance, which is equivalent to 8% per year.  Loan 
interest is calculated on a prepaid basis, and is payable in advance at the 
time any Contract loan is made (for the remainder of the Contract Year) and 
at the beginning of each Contract Year thereafter (for that entire Contract 
Year).  If interest is not paid when due, it will be added to the loan 
balance and will bear interest at the same rate.  If death or full surrender 
occurs before the next Contract Anniversary, unearned interest will be added 
to the proceeds payable.

Accumulated Value equal to the portion of the Contract loan allocated to 
each Subaccount will be transferred from the Subaccount to the Loan Account, 
thereby reducing the Contract's Accumulated Value in that Subaccount.

Like total or partial surrenders, Contract loans are a means of withdrawing 
Accumulated Value from the Contract.  A total or partial surrender may have 
tax consequences depending on the circumstances of such withdrawal.


Contract Lapse
- --------------

The failure to make a Schedule Premium payment will not itself cause a 
Contract to lapse.  Subject to the Death Benefit Guarantee, lapse will only 
occur when  (a) the Surrender Value is insufficient to cover the Monthly 
Deduction or  (b) Contract Debt exceeds the Accumulated Value less any 
Decrease Charge, and in either case if a grace period expires without a 
sufficient payment.  Even if the Cash Surrender Value is sufficient to cover 
the Monthly Deduction, the Contract will not lapse if the Death Benefit 
Guarantee is in effect.

Because unearned prepaid loan interest will not be included in Contract 
Debt, the Cash Surrender Value (which is Accumulated Value less any Contract 
Debt and any Decrease Charge) will always include any unearned prepaid loan 
interest.  This means that, in effect, unearned prepaid loan interest will 
be applied to keep the Contract in force because this amount will be 
available to pay the Monthly Deduction and because the grace period for the 
Contract does not commence until the Cash Surrender Value is insufficient to 
cover the Monthly Deduction.  Any payment made by the Contract Owner after 
unearned prepaid loan interest has been applied in this manner will first be 
used to replace unearned prepaid loan interest so applied.

The Contract provides for a 61-day grace period.  Thus, the Contract does 
not lapse, and the insurance coverage continues, until the expiration of a 
grace period after the Monthly Anniversary on which  (a) Cash Surrender 
Value is insufficient to pay the Monthly Deduction chargeable on that 
Monthly Anniversary or  (b) Contract Debt exceeds the Accumulated Value less 
any Decrease Charge.

When the Contract enters the grace period, LB will notify the Contract 
Owner.  Any Accumulated Value in the Subaccounts for this contract will be 
transferred to the general account until we receive the required payment.  
The Contract Owner will then have 61 days, measured from the date notice is 
mailed to the Contract Owner, to make sufficient payments.  The notice will 
specify the payment required to keep the Contract in force and the length of 
the grace period.  Failure to make a sufficient payment within the grace 
period will result in lapse of the Contract without value.

If the Insured dies during the grace period, the proceeds under the Contract 
will equal the amount of the Death Benefit and any additional life insurance 
benefits on the Insured provided by rider as of the Monthly Anniversary on 
or immediately preceding the commencement of the grace period, reduced by 
any Contract Debt and any unpaid Monthly Deductions.

If a sufficient payment is not made during the grace period, the Contract 
will lapse without value and insurance coverage will end as of the 
expiration of the grace period.  The Contract will have no Accumulated Value 
or Cash Surrender Value upon lapse.

On any Monthly Anniversary when the Death Benefit Guarantee is in effect, 
the Contract will not lapse.


Transfers
- ---------

Accumulated Value may be transferred among the Subaccounts of the Variable 
Account.  The total amount transferred each time must be at least $500 
(unless the total Accumulated Value in a Subaccount is less than $500, in 
which case the entire amount may be transferred).  LB will process transfers 
and determine all values in connection with transfers on the day on which 
the transfer request is received.

After two transfers have been made in any Contract Year, a transfer charge 
of $10 will be deducted from each subsequent amount transferred during the 
remainder of such Contract Year.  LB may increase this charge to an amount 
not exceeding $20.  Transfers resulting from Contract loans, the exercise of 
exchange privileges or the initial reallocation of Accumulated Value from 
LB's General Account to the Variable Account will not be subject to a 
transfer charge and will not count against the two free transfers in any 
Contract Year.  All transfers included in a request are treated as one 
transfer transaction.  Under present law, transfers are not taxable 
transactions.



#20770


<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the LB 
Variable Insurance 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>                       74,012,529
<INVESTMENTS-AT-VALUE>                      81,225,948
<RECEIVABLES>                                  300,606
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              81,526,554
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      179,798
<TOTAL-LIABILITIES>                            179,798
<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>                                81,346,756
<DIVIDEND-INCOME>                            2,104,389
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 376,629
<NET-INVESTMENT-INCOME>                      1,727,760
<REALIZED-GAINS-CURRENT>                     2,982,403
<APPREC-INCREASE-CURRENT>                    4,486,562
<NET-CHANGE-FROM-OPS>                        9,196,725
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      3,159,102
<NUMBER-OF-SHARES-REDEEMED>                  1,632,425
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      37,392,710
<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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